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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  10-Q

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2019

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-32657

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

Bermuda

98-0363970

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Crown House

Second Floor

4 Par-la-Ville Road

Hamilton , HM08

Bermuda

(Address of principal executive office)

( 441 ) 292-1510

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common shares, $.001 par value per share

NBR

NYSE

Preferred shares, 6.00% Mandatory Convertible Preferred Shares, Series A, $.001 par value per share

NBR.PRA

NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section  232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer 

Accelerated Filer 

Non-accelerated Filer 

Smaller reporting company 

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule  12b-2 of the Exchange Act). Yes  No 

The number of common shares, par value $.001 per share, outstanding as of July 26, 2019 was 363,457,900, excluding 52,800,203 common shares held by our subsidiaries, or 416,258,103 in the aggregate.

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

Index

PART I FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018

3

Condensed Consolidated Statements of Income (Loss) for the Three and Six Months Ended June 30, 2019 and 2018

4

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2019 and 2018

5

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018

6

Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2019 and 2018

7

Notes to Condensed Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

42

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

52

Item 4.

Controls and Procedures

52

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

52

Item 1A.

Risk Factors

52

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

52

Item 3.

Defaults Upon Senior Securities

53

Item 4.

Mine Safety Disclosures

53

Item 5.

Other Information

54

Item 6.

Exhibits

54

Signatures

55

2

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30,

December 31,

    

2019

    

2018

 

(In thousands, except per

 

share amounts)

 

ASSETS

Current assets:

Cash and cash equivalents

$

367,693

$

447,766

Short-term investments

 

28,023

 

34,036

Accounts receivable, net

 

737,353

 

756,320

Inventory, net

 

178,367

 

165,587

Assets held for sale

 

8,004

 

12,250

Other current assets

 

147,239

 

177,604

Total current assets

 

1,466,679

 

1,593,563

Property, plant and equipment, net

 

5,301,252

 

5,467,870

Goodwill

 

90,645

 

183,914

Deferred income taxes

 

357,267

 

345,091

Other long-term assets

 

298,660

 

263,506

Total assets (1)

$

7,514,503

$

7,853,944

LIABILITIES AND EQUITY

Current liabilities:

Current portion of debt

$

790

$

561

Trade accounts payable

 

410,469

 

392,843

Accrued liabilities

319,763

 

417,912

Income taxes payable

 

27,179

 

20,761

Current lease liabilities

 

13,966

 

Total current liabilities

 

772,167

 

832,077

Long-term debt

 

3,550,577

 

3,585,884

Other long-term liabilities

 

294,128

 

274,485

Deferred income taxes

 

27,448

 

6,311

Total liabilities (1)

 

4,644,320

 

4,698,757

Commitments and contingencies (Note 7)

Redeemable noncontrolling interest in subsidiary (Note 3)

415,042

 

404,861

Equity:

Shareholders’ equity:

Preferred shares, par value $0.001 per share:

Series A 6% Cumulative Mandatory Convertible; $50 per share liquidation preference; issued 5,746 and 5,750, respectively

 

6

 

6

Common shares, par value $0.001 per share:

Authorized common shares 800,000; issued 416,282 and 409,652, respectively

 

416

 

410

Capital in excess of par value

 

3,405,421

 

3,392,937

Accumulated other comprehensive income (loss)

 

(13,490)

 

(29,325)

Retained earnings

 

303,181

 

650,842

Less: treasury shares, at cost, 52,800 and 52,800 common shares, respectively

 

(1,314,020)

 

(1,314,020)

Total shareholders’ equity

 

2,381,514

 

2,700,850

Noncontrolling interest

 

73,627

 

49,476

Total equity

 

2,455,141

 

2,750,326

Total liabilities and equity

$

7,514,503

$

7,853,944

(1) The condensed consolidated balance sheet as of June 30, 2019 and December 31, 2018 include assets and liabilities of variable interest entities. See Note 3—Joint Ventures for additional information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

Three Months Ended

Six Months Ended

    

June 30,

    

June 30,

2019

2018

2019

2018

(In thousands, except per share amounts)

Revenues and other income:

Operating revenues

$

771,406

$

761,920

$

1,571,046

$

1,496,114

Earnings (losses) from unconsolidated affiliates

(1)

(5)

1

Investment income (loss)

 

469

 

(3,164)

 

10,146

 

(2,699)

Total revenues and other income

771,875

758,755

1,581,187

1,493,416

Costs and other deductions:

Direct costs

496,664

493,975

1,017,621

969,378

General and administrative expenses

64,415

67,823

132,582

142,394

Research and engineering

 

11,920

 

12,439

 

25,440

 

28,245

Depreciation and amortization

 

218,319

 

218,262

 

428,710

 

431,710

Interest expense

51,491

60,592

103,843

121,978

Impairments and other charges

 

102,570

 

69,620

 

99,903

 

76,664

Other, net

7,899

7,981

28,068

15,026

Total costs and other deductions

953,278

930,692

1,836,167

1,785,395

Income (loss) from continuing operations before income taxes

 

(181,403)

 

(171,937)

 

(254,980)

 

(291,979)

Income tax expense (benefit):

Current

 

16,504

 

3,464

 

32,366

 

12,235

Deferred

 

(5,106)

 

19,814

 

8,831

 

34,588

Total income tax expense (benefit)

 

11,398

 

23,278

 

41,197

 

46,823

Income (loss) from continuing operations, net of tax

 

(192,801)

 

(195,215)

 

(296,177)

 

(338,802)

Income (loss) from discontinued operations, net of tax

 

(34)

 

(584)

 

(191)

 

(659)

Net income (loss)

 

(192,835)

 

(195,799)

 

(296,368)

 

(339,461)

Less: Net (income) loss attributable to noncontrolling interest

 

(10,729)

 

(2,953)

 

(24,905)

 

(3,492)

Net income (loss) attributable to Nabors

(203,564)

(198,752)

(321,273)

(342,953)

Less: Preferred stock dividend

 

(4,312)

 

(3,680)

 

(8,625)

 

(3,680)

Net income (loss) attributable to Nabors common shareholders

$

(207,876)

$

(202,432)

$

(329,898)

$

(346,633)

Amounts attributable to Nabors common shareholders:

Net income (loss) from continuing operations

$

(207,842)

$

(201,848)

$

(329,707)

$

(345,974)

Net income (loss) from discontinued operations

(34)

(584)

(191)

(659)

Net income (loss) attributable to Nabors common shareholders

$

(207,876)

$

(202,432)

$

(329,898)

$

(346,633)

Earnings (losses) per share:

Basic from continuing operations

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

Basic from discontinued operations

 

 

 

 

Total Basic

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

Diluted from continuing operations

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

Diluted from discontinued operations

 

 

 

 

Total Diluted

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

Weighted-average number of common shares outstanding:

Basic

 

351,543

 

328,372

 

351,154

 

318,580

Diluted

 

351,543

 

328,372

 

351,154

 

318,580

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

Three Months Ended

Six Months Ended

 

    

June 30,

    

June 30,

 

2019

2018

2019

2018

(In thousands)

 

Net income (loss) attributable to Nabors

$

(203,564)

$

(198,752)

$

(321,273)

$

(342,953)

Other comprehensive income (loss), before tax:

Translation adjustment attributable to Nabors

6,349

(5,570)

15,539

(14,913)

Pension liability amortization and adjustment

 

54

 

54

 

108

 

108

Unrealized gains (losses) and amortization on cash flow hedges

 

142

 

142

 

282

 

282

Adoption of ASU No. 2016-01

 

 

 

 

(9,144)

Other comprehensive income (loss), before tax

 

6,545

 

(5,374)

 

15,929

 

(23,667)

Income tax expense (benefit) related to items of other comprehensive income (loss)

 

48

 

48

 

94

 

91

Other comprehensive income (loss), net of tax

 

6,497

 

(5,422)

 

15,835

 

(23,758)

Comprehensive income (loss) attributable to Nabors

 

(197,067)

 

(204,174)

 

(305,438)

 

(366,711)

Net income (loss) attributable to noncontrolling interest

 

10,729

 

2,953

 

24,905

 

3,492

Translation adjustment attributable to noncontrolling interest

 

7

 

(63)

 

59

 

(159)

Comprehensive income (loss) attributable to noncontrolling interest

 

10,736

 

2,890

 

24,964

 

3,333

Comprehensive income (loss)

$

(186,331)

$

(201,284)

$

(280,474)

$

(363,378)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

    

2019

    

2018

(In thousands)

Cash flows from operating activities:

Net income (loss)

$

(296,368)

$

(339,461)

Adjustments to net income (loss):

Depreciation and amortization

 

428,717

 

432,782

Deferred income tax expense (benefit)

 

8,804

 

33,921

Impairments and other charges

 

98,869

 

63,726

Amortization of debt discount and deferred financing costs

15,868

 

14,674

Losses (gains) on debt buyback

 

1,034

 

Losses (gains) on long-lived assets, net

 

10,611

 

5,755

Losses (gains) on investments, net

 

(5,906)

 

4,969

Provision (recovery) of bad debt

256

 

(2,663)

Share-based compensation

 

14,164

 

14,732

Foreign currency transaction losses (gains), net

 

9,924

 

6,280

Noncontrolling interest

(24,906)

 

Other

 

373

 

(3,110)

Changes in operating assets and liabilities, net of effects from acquisitions:

Accounts receivable

 

23,788

 

(86,968)

Inventory

 

(12,814)

 

(7,153)

Other current assets

 

34,590

 

21,463

Other long-term assets

 

(38,705)

 

18,773

Trade accounts payable and accrued liabilities

 

(60,624)

 

(21,824)

Income taxes payable

 

7,118

 

(22,429)

Other long-term liabilities

 

58,292

 

(56,110)

Net cash provided by (used for) operating activities

 

273,085

 

77,357

Cash flows from investing activities:

Purchases of investments

 

(4,572)

 

(676)

Sales and maturities of investments

 

11,919

 

2,602

Cash paid for acquisition of businesses, net of cash acquired

 

(2,929)

 

Capital expenditures

 

(274,479)

 

(209,471)

Proceeds from sales of assets and insurance claims

 

11,857

 

77,272

Net cash (used for) provided by investing activities

 

(258,204)

 

(130,273)

Cash flows from financing activities:

Increase (decrease) in cash overdrafts

 

 

(344)

Proceeds from issuance of long-term debt

 

 

800,000

Debt issuance costs

 

(49)

 

(12,990)

Proceeds from revolving credit facilities

 

790,000

 

625,000

Reduction in revolving credit facilities

(480,000)

 

(1,135,000)

Proceeds from issuance of common shares, net of issuance costs

 

 

302,014

Proceeds from issuance of preferred stock, net of issuance costs

 

278,573

Distributions to noncontrolling interest

(814)

 

(4,676)

Reduction in long-term debt

(361,966)

 

(460,837)

Dividends to common and preferred shareholders

 

(33,705)

 

(36,200)

Proceeds from (payment for) commercial paper

 

(40,000)

Proceeds from (payments for) short-term borrowings

229

 

62

Other

(2,337)

 

(3,688)

Net cash (used for) provided by financing activities

 

(88,642)

 

311,914

Effect of exchange rate changes on cash and cash equivalents

(1,968)

 

(3,637)

Net increase (decrease) in cash and cash equivalents and restricted cash

 

(75,729)

255,361

Cash and cash equivalents and restricted cash, beginning of period

451,080

 

342,029

Cash and cash equivalents and restricted cash, end of period

$

375,351

$

597,390

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

Cash and cash equivalents, beginning of period

447,766

 

336,997

Restricted cash, beginning of period

3,314

 

5,032

Cash and cash equivalents and restricted cash, beginning of period

$

451,080

$

342,029

Cash and cash equivalents, end of period

367,693

 

593,284

Restricted cash, end of period

7,658

 

4,106

Cash and cash equivalents and restricted cash, end of period

$

375,351

$

597,390

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

Mandatory Convertible

Capital

Accumulated

Preferred Shares

Common Shares

in Excess

Other

Non-

    

    

Par

    

    

Par

    

of Par

    

Comprehensive

    

Retained

    

Treasury

    

controlling

    

Total

(In thousands, except per share amounts)

Shares

Value

Shares

Value

Value

Income

Earnings

Shares

Interest

Equity

As of March 31, 2018

 

$

370,320

$

370

$

2,797,893

$

(7,151)

$

1,232,516

$

(1,314,020)

$

27,400

$

2,737,008

Net income (loss)

(198,752)

2,953

(195,799)

Dividends to shareholders ($0.06 per share)

(21,460)

(21,460)

Dividends to preferred shareholders ($0.64 per share)

(3,680)

(3,680)

Common share issuance

40,250

40

301,974

302,014

Convertible preferred share issuance

5,750

6

278,566

278,572

Other comprehensive income (loss), net of tax

 

(5,422)

(63)

(5,485)

Share-based compensation

6,104

6,104

Noncontrolling interest contributions (distributions)

(4,676)

(4,676)

Accrued distribution on redeemable noncontrolling interest in subsidiary

(2,124)

(2,124)

Other

 

(318)

(1,826)

(1,826)

As of June 30, 2018

 

5,750

$

6

410,252

$

410

$

3,382,711

$

(12,573)

$

1,006,500

$

(1,314,020)

$

25,614

$

3,088,648

As of March 31, 2019

 

5,750

$

6

415,916

$

416

$

3,400,110

$

(19,987)

$

519,810

$

(1,314,020)

$

63,704

$

2,650,039

Net income (loss)

(203,564)

10,729

(192,835)

Dividends to common shareholders ($0.01 per share)

(3,634)

(3,634)

Dividends to preferred shareholders ($0.75 per share)

(4,312)

(4,312)

Repurchase of preferred shares

(4)

(79)

(79)

Other comprehensive income (loss), net of tax

6,497

7

6,504

Share-based compensation

5,740

5,740

Noncontrolling interest contributions (distributions)

(813)

(813)

Accrued distribution on redeemable noncontrolling interest in subsidiary

(5,119)

(5,119)

Other

366

(350)

(350)

As of June 30, 2019

5,746

$

6

416,282

$

416

$

3,405,421

$

(13,490)

$

303,181

$

(1,314,020)

$

73,627

$

2,455,141

7

Mandatory Convertible

Capital

Accumulated

Preferred Shares

Common Shares

in Excess

Other

Non-

    

    

Par

    

    

Par

    

of Par

    

Comprehensive

    

Retained

    

Treasury

    

controlling

    

Total

(In thousands, except per share amounts)

Shares

Value

Shares

Value

Value

Income

Earnings

Shares

Interest

Equity

As of December 31, 2017

 

$

367,510

$

368

$

2,791,129

$

11,185

$

1,423,154

$

(1,314,020)

$

26,957

$

2,938,773

Net income (loss)

(342,953)

3,492

(339,461)

Dividends to shareholders ($0.12 per share)

(40,511)

(40,511)

Dividends to preferred shareholders ($0.64 per share)

(3,680)

(3,680)

Common share issuance

40,250

40

301,974

302,014

Convertible preferred share issuance

5,750

6

278,566

278,572

Other comprehensive income (loss), net of tax

 

(23,758)

(159)

(23,917)

Share-based compensation

14,732

14,732

Adoption of ASU No. 2016-01

9,144

9,144

Adoption of ASU No. 2016-16

(34,132)

(34,132)

Noncontrolling interest contributions (distributions)

(4,676)

(4,676)

Accrued distribution on redeemable noncontrolling interest in subsidiary

(4,522)

(4,522)

Other

 

2,492

2

(3,690)

(3,688)

As of June 30, 2018

 

5,750

$

6

410,252

$

410

$

3,382,711

$

(12,573)

$

1,006,500

$

(1,314,020)

$

25,614

$

3,088,648

As of December 31, 2018

 

5,750

$

6

409,652

$

410

$

3,392,937

$

(29,325)

$

650,842

$

(1,314,020)

$

49,476

$

2,750,326

Net income (loss)

(321,273)

24,905

(296,368)

Dividends to common shareholders ($0.02 per share)

(7,581)

(7,581)

Dividends to preferred shareholders ($1.50 per share)

(8,625)

(8,625)

Repurchase of preferred shares

(4)

(79)

(79)

Other comprehensive income (loss), net of tax

15,835

59

15,894

Share-based compensation

14,164

14,164

Noncontrolling interest contributions (distributions)

(813)

(813)

Accrued distribution on redeemable noncontrolling interest in subsidiary

(10,182)

(10,182)

Other

6,630

6

(1,601)

(1,595)

As of June 30, 2019

5,746

$

6

416,282

$

416

$

3,405,421

$

(13,490)

$

303,181

$

(1,314,020)

$

73,627

$

2,455,141

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

Nabors Industries Ltd. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Nature of Operations

Unless the context requires otherwise, references in this report to “we,” “us,” “our,” “the Company,” or “Nabors” mean Nabors Industries Ltd., together with our subsidiaries where the context requires. References in this report to “Nabors Delaware” mean Nabors Industries, Inc., a wholly owned subsidiary of Nabors.

Our business is comprised of our global land-based and offshore drilling rig operations and other rig related services and technologies, consisting of equipment manufacturing, rig instrumentation and optimization software. We also specialize in tubular services, wellbore placement solutions and are a leading provider of directional drilling and MWD systems and services.

With operations in approximately 25 countries, we are a global provider of drilling and drilling-related services for land-based and offshore oil and natural gas wells, with a fleet of rigs and drilling-related equipment which, as of June 30, 2019 included:

374 actively marketed rigs for land-based drilling operations in the United States, Canada and approximately 18 other countries throughout the world; and

33 actively marketed rigs for offshore drilling operations in the United States and multiple international markets.

Note 2 Summary of Significant Accounting Policies

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements of Nabors have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. Therefore, these financial statements should be read together with our annual report on Form 10-K for the year ended December 31, 2018 (“2018 Annual Report”). In management’s opinion, the unaudited condensed consolidated financial statements contain all adjustments necessary to state fairly our financial position as of June 30, 2019 and the results of operations, comprehensive income (loss), cash flows and changes in equity for the periods presented herein. Interim results for the six months ended June 30, 2019 may not be indicative of results that will be realized for the full year ending December 31, 2019.

Principles of Consolidation

Our condensed consolidated financial statements include the accounts of Nabors, as well as all majority owned and non-majority owned subsidiaries consolidated in accordance with U.S. GAAP. All significant intercompany accounts and transactions are eliminated in consolidation.

In addition to the consolidation of our majority owned subsidiaries, we also consolidate variable interest entities (“VIE”) when we are determined to be the primary beneficiary of a VIE. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our joint venture, SANAD, which is equally owned by Saudi Aramco and Nabors, has been consolidated. As we have the power to direct activities that most significantly impact SANAD’s economic performance, including operations, maintenance and certain sourcing and procurement, we have determined Nabors to be the primary beneficiary. See Note 3—Joint Ventures.

9

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out or weighted-average cost methods and includes the cost of materials, labor and manufacturing overhead. Inventory included the following:

June 30,

December 31,

    

2019

    

2018

 

(In thousands)

 

Raw materials

$

130,904

$

116,840

Work-in-progress

 

14,452

 

20,329

Finished goods

 

33,011

 

28,418

$

178,367

$

165,587

Goodwill

We review goodwill for impairment annually during the second quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of such goodwill and intangible assets may exceed their fair value. We initially assess goodwill for impairment based on qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one of our reporting units is greater than its carrying amount. If the carrying amount exceeds the fair value, an impairment charge will be recognized in an amount equal to the excess; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Our estimated fair values of our reporting units incorporate judgment and the use of estimates by management. The fair values calculated in these impairment tests were determined using discounted cash flow models which require the use of significant unobservable inputs, representative of a Level 3 fair value measurement. Our cash flow models involve assumptions based on our utilization of rigs or other oil and gas service equipment, revenues and earnings from affiliates, as well as direct costs, general and administrative costs, depreciation, applicable income taxes, capital expenditures and working capital requirements. Our fair value estimates of these reporting units are sensitive to varying dayrates, utilization and costs. Therefore, a significantly prolonged period of lower oil and natural gas prices or changes in laws and regulations could adversely affect the demand for and prices of our services, which could in turn result in future goodwill impairment charges for these reporting units due to the potential impact on our estimate of our future operating results. Our discounted cash flow projections for each reporting unit were based on financial forecasts. The future cash flows were discounted to present value using discount rates determined to be appropriate for each reporting unit. Terminal values for each reporting unit were calculated using a Gordon Growth methodology with a long term growth rate of approximately 2%.

Another factor in determining whether impairment has occurred is the relationship between our market capitalization and our book value. As part of our annual review, we compared the sum of our reporting units’ estimated fair value, which included the estimated fair value of non-operating assets and liabilities, less debt, to our market capitalization and assessed the reasonableness of our estimated fair value. Any of the above mentioned factors may cause us to re-evaluate goodwill during any quarter throughout the year.

The change in the carrying amount of goodwill for our segments for the six months ended June 30, 2019 was as follows:

    

    

    

    

    

 

 

Balance at

Disposals

Cumulative

Balance at

 

December 31,

and

Translation

Other

June 30,

 

2018

Impairments

Adjustment

Adjustment

2019

 

(In thousands)

 

U.S. Drilling

$

50,149

$

$

$

2,054

$

52,203

International Drilling

75,634

(75,634)

(1)

Drilling Solutions

 

11,436

 

 

 

 

11,436

Rig Technologies

 

46,695

 

(18,000)

(1)

 

365

 

(2,054)

 

27,006

Total

$

183,914

$

(93,634)

$

365

$

$

90,645

10

(1) As part of our annual review during the second quarter of 2019, we determined the carrying value of some of our reporting units exceeded their fair value. As such, we recognized a goodwill impairment of $93.6 million. See Note 9—Impairments and Other Charges.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases, relating to leases to increase transparency and comparability among companies. This standard requires that all leases with an initial term greater than one year be recorded on the balance sheet as an asset and a lease liability. Additionally, this standard requires disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. We adopted this guidance under the modified retrospective approach as of January 1, 2019. We preliminarily determined that our drilling contracts contained a lease component, and the adoption would require us to separately recognize revenue associated with the lease and services components. In July 2018, the FASB issued ASU No. 2018-11, which provides a practical expedient that allows entities to combine lease and non-lease components where the revenue recognition pattern is the same and where the lease component, when accounted for separately, would be considered an operating lease. Our drilling contracts contain a lease component related to the underlying drilling equipment, in addition to the service component provided by our crews and our expertise to operate such drilling equipment. We have determined that the non-lease service component of our drilling contracts is the predominant element of the combined component and will account for the combined components as a single performance obligation under Topic 606, Revenue from Contracts with Customers. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. With respect to leases whereby we are the lessee, we recognized upon adoption on January 1, 2019 lease liabilities and offsetting "right of use" assets of approximately $42.8 million based on the present value of the remaining minimum rental payments. See Note 13 — Leases.

Recent Accounting Pronouncements Not Yet Adopted

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. In addition, the standard requires certain disclosures regarding stranded tax effects. This guidance is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact this will have on our financial statements.

Note 3 Joint Ventures

During 2016, we entered into an agreement with Saudi Aramco to form a joint venture known as SANAD to own, manage and operate onshore drilling rigs in the Kingdom of Saudi Arabia. SANAD is equally owned by Saudi Aramco and Nabors.

During 2017, Nabors and Saudi Aramco each contributed $20 million in cash for the purpose of capitalizing the joint venture upon formation. In addition, since inception Nabors and Saudi Aramco have each contributed a combination of drilling rigs, drilling rig equipment and other assets, including cash, each with a value of approximately $394 million to the joint venture. The contributions were received in exchange for redeemable ownership interests which accrue interest annually, have a twenty-five year maturity and are required to be converted to authorized capital should certain events occur, including the accumulation of specified losses. In the accompanying condensed consolidated balance sheet, Nabors has reported Saudi Aramco’s share of authorized capital as a component of noncontrolling interest in equity and Saudi Aramco’s share of the redeemable ownership interests as redeemable noncontrolling interest in subsidiary, classified as mezzanine equity. The accrued interest on the redeemable ownership interest is a non-cash financing activity and is reported as an increase in the redeemable noncontrolling interest in subsidiary line in our condensed consolidated balance sheet.

11

The condensed balance sheet of SANAD, as included in our consolidated balance sheet, is presented below.

June 30,

December 31,

    

2019

    

2018

 

(In thousands)

 

Assets:

Cash and cash equivalents

$

230,352

$

211,618

Accounts receivable

 

81,440

 

73,699

Other current assets

 

21,236

 

17,198

Property, plant and equipment, net

 

443,643

 

457,963

Other long-term assets

 

16,490

 

36,583

Total assets

$

793,161

$

797,061

Liabilities:

Accounts payable

$

65,655

$

60,087

Accrued liabilities

 

14,367

 

8,530

Total liabilities

$

80,022

$

68,617

Note 4 Fair Value Measurements

Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information available. Accordingly, we employ valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value determinations in situations where there is little, if any, market activity for the asset or liability at the measurement date. We are able to classify fair value balances utilizing a fair value hierarchy based on the observability of those inputs. Under the fair value hierarchy:

Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market;

Level 2 measurements include quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets; and

Level 3 measurements include those that are unobservable and of a subjective nature.

Our financial assets and liabilities that are accounted for at fair value on a recurring basis as of June 30, 2019 consisted of available-for-sale equity and debt securities.  Our debt securities could transfer into or out of a Level 1 or 2 measure depending on the availability of independent and current pricing at the end of each quarter. There were no transfers of our financial assets between Level 1 and Level 2 measures during the six months ended June 30, 2019. Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of June 30, 2019 and December 31, 2018, our short-term investments were carried at fair market value and totaled $28.0 million and $34.0 million, respectively, and primarily consisted of Level 1 measurements. No material Level 2 or Level 3 measurements exist as of any of the periods presented.

Nonrecurring Fair Value Measurements

We applied fair value measurements to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consist of measurements primarily to assets held for sale, goodwill, intangible assets and other long-lived assets, assets acquired and liabilities assumed in a business combination and our pipeline contractual commitment. Based upon our review of the fair value hierarchy, the inputs used in these fair value measurements were considered Level 3 inputs.

12

Fair Value of Financial Instruments

We estimate the fair value of our financial instruments in accordance with U.S. GAAP. The fair value of our long-term debt and revolving credit facilities is estimated based on quoted market prices or prices quoted from third-party financial institutions. The fair value of our debt instruments is determined using Level 2 measurements. The carrying and fair values of these liabilities were as follows:

June 30, 2019

December 31, 2018

Carrying

Fair

Carrying

Fair  

    

Value

    

Value

    

Value

    

Value

(In thousands)

5.00% senior notes due September 2020

 

$

309,769

$

310,909

 

$

614,748

$

590,336

4.625% senior notes due September 2021

 

 

637,468

 

622,398

 

 

668,347

 

603,457

5.50% senior notes due January 2023

 

 

577,042

 

540,688

 

 

586,000

 

465,999

5.10% senior notes due September 2023

 

 

336,746

 

298,003

 

 

342,923

 

262,494

0.75% senior exchangeable notes due January 2024

 

 

461,491

 

412,563

 

 

450,689

 

358,012

5.75% senior notes due February 2025

 

781,502

 

694,169

 

 

791,502

 

598,953

2012 Revolving credit facility

 

 

480,000

 

480,000

 

 

170,000

 

170,000

2018 Revolving credit facility

 

 

 

 

 

 

Other

 

 

790

 

790

 

 

561

 

561

3,584,808

$

3,359,520

3,624,770

$

3,049,812

Less: current portion

790

561

Less: deferred financing costs

33,441

38,325

$

3,550,577

$

3,585,884

The fair values of our cash equivalents, trade receivables and trade payables approximate their carrying values due to the short-term nature of these instruments.

Note 5 Debt

Debt consisted of the following:

June 30,

December 31,

    

2019

    

2018

 

(In thousands)

 

5.00% senior notes due September 2020

$

309,769

$

614,748

4.625% senior notes due September 2021

 

637,468

 

668,347

5.50% senior notes due January 2023

 

577,042

 

586,000

5.10% senior notes due September 2023

 

336,746

 

342,923

0.75% senior exchangeable notes due January 2024

 

461,491

 

450,689

5.75% senior notes due February 2025

781,502

 

791,502

2012 Revolving credit facility

 

480,000

170,000

2018 Revolving credit facility

 

Other

 

790

561

3,584,808

3,624,770

Less: current portion

 

790

 

561

Less: deferred financing costs

33,441

38,325

$

3,550,577

$

3,585,884

During the six months ended June 30, 2019, we repurchased $361.5 million aggregate principal amount outstanding of our senior unsecured notes for approximately $366.7 million in cash, including principal, and $4.8 million in accrued and unpaid interest. This amount includes the purchase price for the tender offer for $275.0 million of our senior notes due 2020, which closed on June 14, 2019. In connection with these repurchases, we recognized a loss of approximately $1.0 million, which represents the discount and is included in other, net in our condensed consolidated statement of income (loss) for the six months ended June 30, 2019.

13

Subsequent to June 30, 2019 through the date of this report, we repurchased $16.6 million aggregate principal amount outstanding under our 5.00% senior notes due September 2020 for approximately $16.9 million in cash, reflecting principal, accrued and unpaid interest.

2018 Revolving Credit Facility

On October 11, 2018, Nabors Delaware, Nabors Drilling Canada Limited, an Alberta corporation (“Nabors Canada”), Nabors and certain other of Nabors’ wholly owned subsidiaries entered into a new five-year unsecured revolving facility with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent (the “2018 Revolving Credit Facility”). The 2018 Revolving Credit Facility has a borrowing capacity of $1.267 billion and is fully and unconditionally guaranteed by Nabors and certain of its wholly owned subsidiaries. The 2018 Revolving Credit Facility matures at the earlier of (a) October 11, 2023 and (b) July 19, 2022, if any of Nabors Delaware’s existing 5.5% senior notes due January 2023 remain outstanding as of such date. Certain lenders have committed to provide Nabors Delaware an aggregate principal amount of $1.227 billion under the 2018 Revolving Credit Facility, which may be drawn in U.S. dollars, and HSBC Bank Canada has committed to provide Nabors Canada an aggregate principal amount of $40 million in U.S. dollar equivalent, which can be drawn upon in either U.S. or Canadian dollars. The 2018 Revolving Credit Facility contains certain affirmative and negative covenants, including a financial covenant requiring Nabors to maintain a net debt to capitalization ratio not in excess of 0.60:1. Our net debt to capital ratio was 0.57:1 as of June 30, 2019. The net debt to capital ratio is calculated by dividing net debt by net capitalization. For purposes of the 2018 Revolving Credit Facility, net debt is defined as total debt minus the sum of cash and cash equivalents. Net capitalization is defined as net debt plus shareholders’ equity. As of June 30, 2019, our net debt could be higher by approximately $388.6 million, while still maintaining our net debt to capital ratio of 0.60:1. Borrowing from the revolving credit facilities to pay down other debt that matures prior to the maturity date of the 2018 Revolving Credit Facility, such as the 5.00% senior notes due September 2020, does not adversely impact the ratio calculation. Therefore, the entire balance under the revolving credit facilities would be available to pay down outstanding debt. The ratio is only adversely impacted by borrowing under the revolving credit facilities to use for purposes other than retiring debt, which would increase our net debt, and by reductions to shareholders’ equity. We can limit or control our spending through reductions in discretionary capital or other types of controllable expenditures, monetization of assets, accessing capital markets through a variety of alternative methods, or any combination of these alternatives if needed. We cannot make any assurances as to our ability to implement any or all of these alternatives.

Additionally, during any period in which Nabors Delaware fails to maintain an investment grade rating from at least two ratings agencies, the guarantors under the facility and their respective subsidiaries will be required to maintain an asset to debt coverage ratio (as defined in the 2018 Revolving Credit Facility) of at least 2.50:1. As of June 30, 2019, our asset to debt coverage ratio was 3.65:1. The asset to debt coverage ratio is calculated by dividing (x) drilling-related fixed assets wholly owned by certain of Nabors’ subsidiaries that are guaranteeing the 2018 Revolving Credit Facility (the “2018 Revolver Guarantors”) or wholly owned subsidiaries of the 2018 Revolver Guarantors by (y) total debt of the 2018 Revolver Guarantors (subject to certain exclusions). As of the date of this report, we had no borrowings outstanding under our 2018 Revolving Credit Facility. In order to make any future borrowings under the 2018 Revolving Credit Facility, Nabors and certain of its wholly owned subsidiaries are subject to compliance with the conditions and covenants contained therein, including compliance with applicable financial ratios.

2012 Revolving Credit Facility

In connection with the 2018 Revolving Credit Facility, on October 11, 2018, Nabors Delaware entered into Amendment No. 3 to its existing credit agreement dated November 29, 2012 (as amended, including such amendment, the “2012 Revolving Credit Facility”), among itself, Nabors, Nabors Canada, HSBC Bank Canada, the other lenders party thereto, Citibank, N.A., and Wilmington Trust, National Association, as successor administrative agent (the “Amendment”). The Amendment, among other things, provided for Citibank, N.A.’s resignation as administrative agent and the appointment of Wilmington Trust, National Association as administrative agent, reduced the overall commitments available to $666.25 million and provided for certain lenders to exit the facility in order to become lenders under the 2018 Revolving Credit Facility. Availability under the 2012 Revolving Credit Facility is subject to a covenant not to exceed a net debt to capital ratio of 0.60:1. Net debt is defined in the 2012 Revolving Credit Facility in the same manner as the 2018 Revolving Credit Facility. As of June 30, 2019, we had $480.0 million outstanding under the 2012 Revolving Credit Facility. The weighted average interest rate on borrowings at June 30, 2019 was 3.97%. The 2012 Revolving Credit Facility matures on July 14, 2020.

14

As of the date of this report, we were in compliance with all covenants under the 2018 Revolving Credit Facility and 2012 Revolving Credit Facility. If we fail to comply with the covenants, the revolving credit commitment could be terminated, and any outstanding borrowings under the facility could be declared immediately due and payable.

Note 6 Shareholders’ Equity

Common shares

In May 2018, we issued 35,000,000 common shares at a price to the public of $7.75 per share. In connection with this offering, in June 2018 the underwriters exercised in full their option to purchase 5,250,000 additional common shares. Nabors received aggregate net proceeds of approximately $301.4 million after deducting underwriting discounts, commissions and offering expenses.

On February 22, 2019, a cash dividend of $0.01 per common share was declared for shareholders of record on March 12, 2019. The dividend was paid on April 2, 2019 in the amount of $3.5 million. On April 24, 2019, a cash dividend of $0.01 per common share was declared for shareholders of record on June 11, 2019. The dividend was paid on July 2, 2019 in the amount of $3.5 million. These dividends were charged to retained earnings in our condensed consolidated statements of changes in equity for the six months ended June 30, 2019.

On July 26, 2019, our Board of Directors declared a cash dividend of $0.01 per common share, which will be paid on October 2, 2019 to shareholders of record at the close of business on September 11, 2019.

Convertible Preferred Shares

In May 2018, we issued 5,750,000 (including the underwriters option for 750,000) of our 6% Series A Mandatory Convertible Preferred Shares (the “mandatory convertible preferred shares”), par value $.001 per share, with a liquidation preference of $50 per share. Nabors received aggregate net proceeds of approximately $277.9 million after deducting underwriting discounts, commissions and offering expenses. In June 2019, we repurchased 4,000 of our mandatory convertible preferred shares for approximately $.08 million.

The dividends on the mandatory convertible preferred shares are payable on a cumulative basis at a rate of 6% annually on the initial liquidation preference of $50 per share. Dividends accumulate and are paid quarterly to the extent that we have available funds and our Board of Directors declares a dividend payable. We may elect to pay any accumulated and unpaid dividends in cash or common shares or any combination thereof. At issuance, each mandatory convertible preferred share was automatically convertible into between 5.3763 and 6.4516 of our common shares based on the average share price over a period of twenty consecutive trading days ending prior to May 1, 2021, subject to anti-dilution adjustments. As a result of the dividends paid on our common shares since the offering, the most recent publicly announced conversion rate for each mandatory convertible preferred share is between 5.6179 and 6.7416 of our common shares. Adjustments to the conversion ratio are required to be made and published when such adjustment would result in an increase or decrease of one percent or more of the conversion rate. At any time prior to May 1, 2021, a holder of mandatory convertible preferred shares may convert such mandatory convertible preferred shares into our common shares at the minimum conversion rate, subject to adjustment.

On February 22, 2019, a cash dividend of $0.75 per mandatory convertible preferred share was declared for shareholders of record on April 15, 2019. The dividend was paid on May 1, 2019 in the amount of $4.3 million. On April 24, 2019, a cash dividend of $0.75 per mandatory convertible preferred share was declared for shareholders of record on July 15, 2019. The dividend will be paid on August 1, 2019 in the amount of $4.3 million. These dividends were charged to retained earnings in our condensed consolidated statements of changes in equity for the six months ended June 30, 2019.

On July 26, 2019, our Board of Directors declared a cash dividend of $0.75 per mandatory convertible preferred share, which will be paid on November 1, 2019 to shareholders of record at the close of business on October 15, 2019.

15

Note 7 Commitments and Contingencies

Contingencies

Income Tax

We operate in a number of countries and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We do not recognize the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries, if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could change substantially.

In certain jurisdictions we have recognized deferred tax assets and liabilities. Judgment and assumptions are required in determining whether deferred tax assets will be fully or partially utilized. When we estimate that all or some portion of certain deferred tax assets such as net operating loss carryforwards will not be utilized, we establish a valuation allowance for the amount we determine to be more likely than not unrealizable. We continually evaluate strategies that could allow for future utilization of our deferred assets. Any change in the ability to utilize such deferred assets will be accounted for in the period of the event affecting the valuation allowance. If facts and circumstances cause us to change our expectations regarding future tax consequences, the resulting adjustments could have a material effect on our financial results or cash flow. At this time, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize the deferred tax assets that we have recognized. However, it is possible that some of our recognized deferred tax assets, relating to net operating loss carryforwards, could expire unused or could carryforward indefinitely without utilization. Therefore, unless we are able to generate sufficient taxable income from our component operations, a substantial valuation allowance to reduce our deferred tax assets may be required, which would materially increase our tax expense in the period the allowance is recognized and materially adversely affect our results of operations and statement of financial condition.

Litigation

Nabors and its subsidiaries are defendants or otherwise involved in a number of lawsuits in the ordinary course of business. We estimate the range of our liability related to pending litigation when we believe the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. When a liability is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the lawsuits or claims. As additional information becomes available, we assess the potential liability related to our pending litigation and claims and revise our estimates. Due to uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ from our estimates. For matters where an unfavorable outcome is reasonably possible and significant, we disclose the nature of the matter and a range of potential exposure, unless an estimate cannot be made at the time of disclosure. In the opinion of management and based on liability accruals provided, our ultimate exposure with respect to these pending lawsuits and claims is not expected to have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our results of operations for a particular reporting period.

In March 2011, the Court of Ouargla entered a judgment of approximately $23.8 million (at June 30, 2019 exchange rates) against us relating to alleged violations of Algeria’s foreign currency exchange controls, which require that goods and services provided locally be invoiced and paid in local currency. The case relates to certain foreign currency payments made to us by CEPSA, a Spanish operator, for wells drilled in 2006. Approximately $7.5 million of the total contract amount was paid offshore in foreign currency, and approximately $3.2 million was paid in local currency. The judgment includes fines and penalties of approximately four times the amount at issue. We have appealed the ruling based on our understanding that the law in question applies only to resident entities incorporated under Algerian law. An intermediate court of appeals upheld the lower court’s ruling, and we appealed the matter to the Supreme Court. On September 25, 2014, the Supreme Court overturned the verdict against us, and the case was reheard by the Ouargla Court of Appeals on March 22, 2015 in light of the Supreme Court’s opinion. On March 29, 2015, the Ouargla Court of Appeals reinstated the initial judgment against us. We have appealed this decision again to the Supreme Court. While our payments were consistent with our historical operations in the country, and, we believe, those of other multinational corporations there, as well as interpretations of the law by the Central Bank of Algeria, the ultimate resolution of this matter could result in a loss of up to $15.8 million in excess of amounts accrued.

16

On September 29, 2017, we were sued, along with Tesco Corporation and its Board of Directors, in a putative shareholder class action filed in the United States District Court for the Southern District of Texas, Houston Division. The plaintiff alleges that the September 18, 2017 Preliminary Proxy Statement filed by Tesco with the United States Securities and Exchange Commission omitted material information with respect to the proposed transaction between Tesco and Nabors announced on August 14, 2017. The plaintiff claims that the omissions rendered the Proxy Statement false and misleading, constituting a violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The court consolidated several matters and entered a lead plaintiff appointment order. The plaintiff filed their amended complaint, adding Nabors Industries Ltd. as a party to the consolidated action. Nabors filed its motion to dismiss, which was granted by the court on March 29, 2019. Plaintiffs filed their notice to appeal the dismissal on April 30, 2019. Nabors will continue to vigorously defend itself against the allegations.

Following a routine audit conducted in May and June of 2018 by the Atyrau Oblast Ecology Department (the “AOED”), our joint venture in Kazakhstan, KMG Nabors Drilling Company (“KNDC”), was administratively fined for not having emissions permits for KNDC owned or leased equipment. Prior to this audit, the AOED had always accepted the operator’s permits for all of their subcontractors. However, because of major personnel changes, AOED changed this position and is now requiring that the owner/lessor of the equipment that emits the pollutants must have its own permits. Administrative fines have been issued to KNDC and paid in the amount of $0.8 million for violations regarding the failure to have proper permits. AOED had also assessed additional “environmental damages” in the amount of $3.4 million for the period while KNDC did not hold its’ own emissions permit. However, KNDC appealed this fine and the AOED Economic Court ruled in KNDC’s favor. Additional damages in the form of later year audits and taxes could become due as well exposing KNDC to possible additional penalties and fines in an amount estimated to be up to approximately $4.0 million. KNDC believes and is taking the stance, that the operator of the wells has a contractual obligation to reimburse KNDC for any and all such fines. In addition, KNDC has challenged the AOED’s position on the permits both administratively and through the courts. The administrative appeal remains pending. The original administrative decision has been affirmed in the lower courts and by the Supreme Court, but the Supreme Court has agreed to reactivate the case following a meeting between KNDC and the Chairman of the Supreme Court. Nabors intends to vigorously defend itself and pursue all remedies at its disposal.

Off-Balance Sheet Arrangements (Including Guarantees)

We are a party to some transactions, agreements or other contractual arrangements defined as “off-balance sheet arrangements” that could have a material future effect on our financial position, results of operations, liquidity and capital resources. The most significant of these off-balance sheet arrangements involve agreements and obligations under which we provide financial or performance assurance to third parties. Certain of these agreements serve as guarantees, including standby letters of credit issued on behalf of insurance carriers in conjunction with our workers’ compensation insurance program and other financial surety instruments such as bonds. In addition, we have provided indemnifications, which serve as guarantees, to some third parties. These guarantees include indemnification provided by Nabors to our share transfer agent and our insurance carriers. We are not able to estimate the potential future maximum payments that might be due under our indemnification guarantees.

Management believes the likelihood that we would be required to perform or otherwise incur any material losses associated with any of these guarantees is remote. The following table summarizes the total maximum amount of financial guarantees issued by Nabors:

Maximum Amount

 

    

2019

    

2020

    

2021

    

Thereafter

    

Total

 

(In thousands)

 

Financial standby letters of credit and other financial surety instruments

$

65,197

 

154,512

 

 

$

219,709

17

Note 8 Earnings (Losses) Per Share

ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have nonforfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings (losses) per share. We have granted and expect to continue to grant to employees restricted stock grants that contain nonforfeitable rights to dividends. Such grants are considered participating securities under ASC 260. As such, we are required to include these grants in the calculation of our basic earnings (losses) per share and calculate basic earnings (losses) per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The participating security holders are not contractually obligated to share in losses. Therefore, losses are not allocated to the participating security holders.

Basic earnings (losses) per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented.

Diluted earnings (losses) per share is computed using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing the two-class method for stock options and unvested restricted shares. Shares issuable upon exchange of the $575 million 0.75% exchangeable notes are not included in the calculation of diluted earnings (losses) per share unless the exchange value of the notes exceeds their principal amount at the end of the relevant reporting period, in which case the notes will be accounted for as if the number of common shares that would be necessary to settle the excess are issued. Such shares are only included in the calculation of the weighted-average number of shares outstanding in our diluted earnings (losses) per share calculation, when the price of our shares exceeds $25.16 on the last trading day of the quarter, which did not occur during the six months ended June 30, 2019.

18

A reconciliation of the numerators and denominators of the basic and diluted earnings (losses) per share computations is as follows:

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands, except per share amounts)

BASIC EPS:

Net income (loss) (numerator):

Income (loss) from continuing operations, net of tax

$

(192,801)

$

(195,215)

$

(296,177)

$

(338,802)

Less: net (income) loss attributable to noncontrolling interest

 

(10,729)

 

(2,953)

 

(24,905)

 

(3,492)

Less: preferred stock dividends

 

(4,312)

 

(3,680)

 

(8,625)

 

(3,680)

Less: accrued distribution on redeemable noncontrolling interest in subsidiary

(5,119)

(2,124)

(10,182)

(4,522)

Less: distributed and undistributed earnings allocated to unvested shareholders

(115)

4,826

(233)

8,186

Numerator for basic earnings per share:

Adjusted income (loss) from continuing operations, net of tax - basic

$

(213,076)

$

(199,146)

$

(340,122)

$

(342,310)

Income (loss) from discontinued operations, net of tax

$

(34)

$

(584)

$

(191)

$

(659)

Weighted-average number of shares outstanding - basic

 

351,543

 

328,372

 

351,154

 

318,580

Earnings (losses) per share:

Basic from continuing operations

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

Basic from discontinued operations

 

 

 

 

Total Basic

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

DILUTED EPS:

Adjusted income (loss) from continuing operations, net of tax - basic

$

(213,076)

$

(199,146)

$

(340,122)

$

(342,310)

Add: effect of reallocating undistributed earnings of unvested shareholders

Adjusted income (loss) from continuing operations, net of tax - diluted

$

(213,076)

$

(199,146)

$

(340,122)

$

(342,310)

Income (loss) from discontinued operations, net of tax

$

(34)

$

(584)

$

(191)

$

(659)

Weighted-average number of shares outstanding - basic

 

351,543

 

328,372

 

351,154

 

318,580

Add: dilutive effect of potential common shares

Weighted-average number of shares outstanding - diluted

351,543

328,372

351,154

318,580

Earnings (losses) per share:

Diluted from continuing operations

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

Diluted from discontinued operations

 

 

 

 

Total Diluted

$

(0.61)

$

(0.61)

$

(0.97)

$

(1.08)

For all periods presented, the computation of diluted earnings (losses) per share excludes outstanding stock options with exercise prices greater than the average market price of Nabors’ common shares, because their inclusion would be anti-dilutive and because they are not considered participating securities. For periods in which we experience a net loss from continuing operations, all potential common shares have been excluded from the calculation of weighted-average shares outstanding, because their inclusion would be anti-dilutive. The average number of options that were excluded from diluted earnings (losses) per share that would potentially dilute earnings per share in the future were as follows:

Three Months Ended

Six Months Ended

June 30,

June 30,

2019

    

2018

    

2019

    

2018

 

(In thousands)

Potentially dilutive securities excluded as anti-dilutive

1,789

4,575

2,176

4,555

19

In any period during which the average market price of Nabors’ common shares exceeds the exercise prices of these stock options, such stock options will be included in our diluted earnings (losses) per share computation using the if-converted method of accounting. Restricted stock is included in our basic and diluted earnings (losses) per share computation using the two-class method of accounting in all periods because such stock is considered participating securities.

Additionally, we excluded 38.8 million common shares from the computation of diluted shares issuable upon the conversion of mandatory convertible preferred shares, because their effect would be anti-dilutive under the if-converted method.

Note 9 Impairments and Other Charges

The components of impairments and other charges are provided below:

Three Months Ended

Six Months Ended

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands)

Goodwill & Intangible Assets:

Goodwill impairments

93,634

93,634

Intangible asset impairment

5,235

5,235

Subtotal

98,869

98,869

Other Charges:

Divestiture of International assets

63,726

63,726

Transaction related costs

5,894

12,938

Loss (gain) on early extinguishment of debt

3,701

1,034

Total

$

102,570

$

69,620

$

99,903

$

76,664

20

For the three and six months ended June 30, 2019

Goodwill impairments

During the three and six months ended June 30, 2019, we recognized goodwill impairment charges of $93.6 million. As part of our annual goodwill impairment test, we determined the carrying value of some of our reporting units exceeded their fair value. As such, we recognized an impairment of $75.6 million for the remaining goodwill balance attributable to our International Drilling operating segment and $18.0 million for a partial impairment to our goodwill balance related to the acquisition of 2TD in 2014, reported within our Rig Technologies operating segment. These non-cash pre-tax impairment charges were primarily the result of a sustained decline in our market capitalization and lower future cash flow projections due to expectations for future commodity prices and the resulting impact on the demand for our products and services within these reporting units.

Intangible impairments

Additionally, we determined the fair value of one of our intangible assets was less than the current book value. As such, we recognized a partial impairment of $5.2 million to write down the intangible asset to its fair value. This intangible asset relates to in-process research and development associated with our rotary steerable tools purchased as part of the 2TD acquisition. Based on our updated projections of future cash flows, the carrying value did not support the current fair value and thus an impairment charge was recognized.

Loss (gain) on early extinguishment of debt

During the three and six months ended June 30, 2019, we repurchased $315.3 million and $361.5 million, respectively, aggregate principal amount of our senior notes and recognized a loss of $3.7 million and $1.0 million, respectively, as part of the debt extinguishment. See Note 5—Debt for additional discussion.

Three and six months ended June 30, 2018

Divestiture of International assets

 

During the three and six months ended June 30, 2018, we recognized a loss of $63.7 million on the sale of three offshore drilling rigs within our International Drilling operating segment.

Transaction related costs

 

During the three and six months ended June 30, 2018, we incurred $5.9 million and $12.9 million, respectively, in transaction related costs, including professional fees, severances, facility closure costs and other cost rationalization items, primarily in connection with the acquisition of Tesco.

 

21

Note 10 Supplemental Balance Sheet and Income Statement Information

Accrued liabilities included the following:

June 30,

December 31,

    

2019

    

2018

 

(In thousands)

 

Accrued compensation

$

85,811

$

92,358

Deferred revenue and proceeds on insurance and asset sales

 

104,600

149,266

Other taxes payable

 

17,196

33,199

Workers’ compensation liabilities

 

15,214

 

16,316

Interest payable

 

53,728

 

59,718

Litigation reserves

 

18,890

 

24,926

Current liability to discontinued operations

 

 

2,445

Dividends declared and payable

 

7,832

 

25,330

Other accrued liabilities

 

16,492

 

14,354

$

319,763

$

417,912

Investment income (loss) includes the following:

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands)

Interest and dividend income

$

2,248

$

1,136

$

4,281

$

2,326

Gains (losses) on marketable securities

 

(1,779)

 

(4,300)

 

5,865

 

(5,025)

$

469

$

(3,164)

$

10,146

$

(2,699)

Other, net included the following:

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands)

Losses (gains) on sales, disposals and involuntary conversions of long-lived assets

$

6,527

$

3,594

$

10,160

$

5,834

Litigation expenses and reserves

 

(521)

4,677

6,611

8,277

Foreign currency transaction losses (gains)

 

1,398

3,742

9,970

6,244

Other losses (gains)

 

495

(4,032)

1,327

(5,329)

$

7,899

$

7,981

$

28,068

$

15,026

The changes in accumulated other comprehensive income (loss), by component, included the following:

    

    

Unrealized

    

    

    

 

Gains

gains (losses)

Defined

 

(losses) on

on available-

benefit

Foreign

 

cash flow

for-sale

pension plan

currency

 

    

hedges

    

securities

    

items

    

items

    

Total

 

(In thousands (1) )

 

As of January 1, 2018

$

(922)

$

9,144

$

(4,111)

$

7,074

$

11,185

Other comprehensive income (loss) before reclassifications

 

(14,913)

(14,913)

Amounts reclassified from accumulated other comprehensive income (loss)

 

216

83

299

Adoption of ASU No. 2016-01

 

 

(9,144)

 

 

 

(9,144)

Net other comprehensive income (loss)

 

216

 

(9,144)

 

83

 

(14,913)

 

(23,758)

As of June 30, 2018

$

(706)

$

$

(4,028)

$

(7,839)

$

(12,573)

(1) All amounts are net of tax.

22

    

    

Unrealized

    

    

    

 

Gains

gains (losses)

Defined

 

(losses) on

on available-

benefit

Foreign

 

cash flow

for-sale

pension plan

currency

 

    

hedges

    

securities

    

items

    

items

    

Total

 

(In thousands (1) )

 

As of January 1, 2019

$

(492)

$

$

(3,945)

$

(24,888)

$

(29,325)

Other comprehensive income (loss) before reclassifications

 

 

 

 

15,539

 

15,539

Amounts reclassified from accumulated other comprehensive income (loss)

 

212

 

 

84

 

 

296

Net other comprehensive income (loss)

 

212

 

 

84

 

15,539

 

15,835

As of June 30, 2019

$

(280)

$

$

(3,861)

$

(9,349)

$

(13,490)

(1) All amounts are net of tax.

The line items that were reclassified to net income included the following:

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands)

Interest expense

$

142

$

142

$

282

$

282

General and administrative expenses

 

54

 

54

 

108

 

108

Total income (loss) from continuing operations before income tax

 

(196)

 

(196)

 

(390)

 

(390)

Tax expense (benefit)

(48)

(48)

(94)

(91)

Reclassification adjustment for (gains)/ losses included in net income (loss)

$

(148)

$

(148)

$

(296)

$

(299)

Note 11 Segment Information

The following table sets forth financial information with respect to our reportable operating segments:

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands)

Operating revenues:

U.S. Drilling

$

323,402

$

264,395

$

643,611

$

505,397

Canada Drilling

 

11,389

 

17,442

 

36,704

 

49,329

International Drilling

 

326,905

 

377,986

 

664,161

 

746,831

Drilling Solutions

 

64,583

 

59,859

 

130,005

 

122,507

Rig Technologies

 

72,751

 

81,321

 

144,504

 

145,990

Other reconciling items (1)

 

(27,624)

 

(39,083)

 

(47,939)

 

(73,940)

Total

$

771,406

$

761,920

$

1,571,046

$

1,496,114

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands)

Adjusted operating income (loss): (2)

U.S. Drilling

$

20,392

$

(13,107)

$

45,075

$

(32,853)

Canada Drilling

 

(5,537)

 

(4,608)

 

(5,596)

 

(5,200)

International Drilling

 

(6,884)

 

24,486

 

(12,521)

 

49,022

Drilling Solutions

 

13,793

 

7,546

 

26,648

 

16,267

Rig Technologies

 

496

 

(3,433)

 

(4,652)

 

(16,409)

Total segment adjusted operating income (loss)

$

22,260

$

10,884

$

48,954

$

10,827

23

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2018

    

2019

    

2018

 

(In thousands)

Reconciliation of segment adjusted operating income (loss) to net income (loss) from continuing operations before income taxes:

Total segment adjusted operating income (loss) (2)

$

22,260

$

10,884

$

48,954

$

10,827

Other reconciling items (3)

 

(42,172)

 

(41,463)

 

(82,261)

 

(86,440)

Earnings (losses) from unconsolidated affiliates

(1)

(5)

1

Investment income (loss)

 

469

(3,164)

 

10,146

(2,699)

Interest expense

(51,491)

(60,592)

(103,843)

(121,978)

Impairments and other charges

(102,570)

(69,620)

(99,903)

(76,664)

Other, net

(7,899)

(7,981)

(28,068)

(15,026)

Income (loss) from continuing operations before income taxes

$

(181,403)

$

(171,937)

$

(254,980)

$

(291,979)

June 30,

December 31,

    

2019

    

2018

 

(In thousands)

 

Total assets:

U.S. Drilling

$

2,897,846

$

2,982,974

Canada Drilling

 

223,881

 

252,817

International Drilling

 

3,104,495

 

3,320,347

Drilling Solutions

 

251,536

 

281,078

Rig Technologies

 

422,788

 

401,044

Other reconciling items (3)

 

613,957

 

615,684

Total

$

7,514,503

$

7,853,944

(1) Represents the elimination of inter-segment transactions.

(2) Adjusted operating income (loss) represents income (loss) from continuing operations before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), impairments and other charges and other, net. Management evaluates the performance of our operating segments using adjusted operating income (loss), which is a segment performance measure, because it believes that this financial measure reflects our ongoing profitability and performance. In addition, securities analysts and investors use this measure as one of the metrics on which they analyze our performance. A reconciliation to income (loss) from continuing operations before income taxes is provided in the above table.

(3) Represents the elimination of inter-segment transactions and unallocated corporate expenses and assets.

Note 12 Revenue Recognition

We recognize revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. Contract drilling revenues are recorded over time utilizing the input method based on time elapsed. The measurement of progress considers the transfer of the service to the customer as we provide daily drilling services. We receive payment after the services have been performed by billing customers periodically (typically monthly). However, a portion of our revenues are recognized at a point-in-time as control is transferred at a distinct point in time such as with the sale of our top drives and other capital equipment. Within our drilling contracts, we have identified one performance obligation in which the transaction price is allocated.

24

Disaggregation of revenue

In the following table, revenue is disaggregated by geographical region. The table also includes a reconciliation of the disaggregated revenue with the reportable segments:

Three Months Ended

    

June 30, 2019

U.S. Drilling

Canada Drilling

International Drilling

Drilling Solutions

Rig Technologies

Other

Total

(In thousands)

Lower 48

$

268,788

$

$

$

46,649

$

50,162

$

$

365,599

U.S. Offshore Gulf of Mexico

 

38,727

 

 

 

2,765

 

 

41,492

Alaska

 

15,887

 

 

 

921

 

244

 

17,052

Canada

 

 

11,389

 

 

382

 

2,422

 

14,193

Middle East & Asia

 

 

 

185,077

 

9,422

 

13,263

 

207,762

Latin America

 

 

 

88,792

 

3,426

 

462

 

92,680

Europe, Africa & CIS

 

 

 

53,036

 

1,018

 

6,198

 

60,252

Eliminations & other

 

(27,624)

 

(27,624)

Total

$

323,402

$

11,389

$

326,905

$

64,583

$

72,751

$

(27,624)

$

771,406

Six Months Ended

    

June 30, 2019

U.S. Drilling

Canada Drilling

International Drilling

Drilling Solutions

Rig Technologies

Other

Total

(In thousands)

Lower 48

$

527,659

$

$

$

90,697

$

104,902

$

$

723,258

U.S. Offshore Gulf of Mexico

 

80,208

 

 

 

7,010

 

 

87,218

Alaska

 

35,744

 

 

 

2,649

 

546

 

38,939

Canada

 

 

36,704

 

 

1,056

 

5,049

 

42,809

Middle East & Asia

 

 

 

373,045

 

19,929

 

23,862

 

416,836

Latin America

 

 

 

181,159

 

6,657

 

1,382

 

189,198

Europe, Africa & CIS

 

 

 

109,957

 

2,007

 

8,763

 

120,727

Eliminations & other

 

(47,939)

 

(47,939)

Total

$

643,611

$

36,704

$

664,161

$

130,005

$

144,504

$

(47,939)

$

1,571,046

Three Months Ended

    

June 30, 2018

U.S. Drilling

Canada Drilling

International Drilling

Drilling Solutions

Rig Technologies

Other

Total

(In thousands)

Lower 48

$

219,389

$

$

$

41,418

$

57,573

$

$

318,380

U.S. Offshore Gulf of Mexico

 

32,064

 

 

 

2,810

 

 

34,874

Alaska

 

12,942

 

 

 

877

 

208

 

14,027

Canada

 

 

17,442

 

 

1,425

 

10,222

 

29,089

Middle East & Asia

 

 

 

240,508

 

9,007

 

6,503

 

256,018

Latin America

 

 

 

87,809

 

3,665

 

1,919

 

93,393

Europe, Africa & CIS

 

 

 

49,669

 

657

 

4,896

 

55,222

Eliminations & other

 

(39,083)

 

(39,083)

Total

$

264,395

$

17,442

$

377,986

$

59,859

$

81,321

$

(39,083)

$

761,920

Six Months Ended

    

June 30, 2018

U.S. Drilling

Canada Drilling

International Drilling

Drilling Solutions

Rig Technologies

Other

Total

(In thousands)

Lower 48

$

423,981

$

$

$

85,687

$

108,174

$

$

617,842

U.S. Offshore Gulf of Mexico

 

53,055

 

 

 

6,109

 

 

59,164

Alaska

 

28,361

 

 

 

1,443

 

344

 

30,148

Canada

 

 

49,329

 

 

3,716

 

13,611

 

66,656

Middle East & Asia

 

 

 

474,367

 

16,735

 

11,709

 

502,811

Latin America

 

 

 

171,691

 

7,649

 

3,577

 

182,917

Europe, Africa & CIS

 

 

 

100,773

 

1,168

 

8,575

 

110,516

Eliminations & other

 

(73,940)

 

(73,940)

Total

$

505,397

$

49,329

$

746,831

$

122,507

$

145,990

$

(73,940)

$

1,496,114

25

Contract balances

We perform our obligations under a contract with a customer by transferring goods or services in exchange for consideration from the customer. We recognize a contract asset or liability when we transfer goods or services to a customer and bill an amount which differs from the revenue allocated to the related performance obligations.

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) on our condensed consolidated balance sheet. In general, we receive payments from customers based on dayrates as stipulated in our contracts (i.e. operating rate, standby rate). The invoices billed to the customer are based on the varying rates applicable to the operating status on each rig. Accounts receivable are recorded when the right to consideration becomes unconditional.

Dayrate contracts also may contain fees charged to the customer for up-front rig modifications, mobilization and demobilization of equipment and personnel. These fees are associated with contract fulfillment activities, and the related revenue (subject to any constraint on estimates of variable consideration) is allocated to a single performance obligation and recognized ratably over the initial term of the contract. Mobilization fees are generally billable to the customer in the initial phase of a contract and generate contract liabilities until they are recognized as revenue. Demobilization fees are generally received at the end of the contract and generate contract assets when they are recognized as revenue prior to becoming receivables from the customer.

We receive reimbursements from our customers for the purchase of supplies, equipment, personnel services and other services provided at their request. Reimbursable revenues are variable and subject to uncertainty as the amounts received and timing thereof are dependent on factors outside of our influence. Accordingly, these revenues are constrained and not recognized until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of the customer. We are generally considered a principal in these transactions and record the associated revenues at the gross amounts billed to the customer.

The opening and closing balances of our receivables, contract assets and current and long-term contract liabilities are as follows:

Contract

Contract

Contract

Contract

Contract

Assets

Assets

Liabilities

Liabilities

    

Receivables

    

(Current)

    

(Long-term)

    

(Current)

    

(Long-term)

(In millions)

As of December 31, 2018

$

791.2

$

55.8

$

32.3

$

116.7

$

69.7

As of June 30, 2019

$

772.8

$

39.4

$

30.8

$

76.3

$

69.7

Approximately 58% of the contract liability balance at the beginning of the period is expected to be recognized as revenue during 2019, of which 38% was recognized during the six months ended June 30, 2019, and 16% is expected to be recognized during 2020. The remaining 26% of the contract liability balance at the beginning of the period is expected to be recognized as revenue during 2021 or thereafter.

Additionally, 56% of the contract asset balance at the beginning of the period is expected to be recognized as expense during 2019, of which 37% was recognized during the six months ended June 30, 2019, and 17% is expected to be recognized during 2020. The remaining 27% of the contract asset balance at the beginning of the period is expected to be recognized as expense during 2021 or thereafter. This disclosure does not include variable consideration allocated entirely to a wholly unsatisfied performance obligation or promise to transfer a distinct good or service that forms part of a single performance obligation.

26

Note 13 Leases

Prior to January 1, 2019, we accounted for leases under ASC 840 and did not record any right of use asset or corresponding lease liability. We adopted ASC 842 using a modified retrospective with an effective date of January 1, 2019. As such, financial information for prior periods has not been adjusted and continues to be reported under ASC 840. Effective with the adoption of ASC 842, we have changed our accounting policy for leases as detailed below.

We have evaluated the provisions of ASC 842, including certain practical expedients allowed. The significant practical expedients we adopted include the following:

We elected the practical expedient to apply the transition approach as of the beginning of the period of adoption and not restate comparative periods;

We elected to utilize the “package of three” expedients , as defined in ASC 842, whereby we did not reassess whether contracts existing prior to the effective date contain leases, nor did we reassess lease classification determinations nor whether initial direct costs qualify for capitalization;

We elected the practical expedient to not capitalize any leases with initial terms of twelve months or less on our condensed consolidated balance sheet;

For all underlying classes of leased assets, we elected the practical expedient to not separate lease and non-lease components; and

We elected the practical expedient to continue to account for land easements (also known as “rights of way”) that were not previously accounted for as leases consistent with prior accounting until such contracts are modified or replaced, at which time they would be assessed for lease classification under ASC 842.

As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on our condensed consolidated balance sheet of approximately $42.8 million. As the right of use asset and the lease payable obligation were the same, there was no cumulative effect impact on retained earnings.

We determine whether a contract is or contains a lease at inception of the contract based on answers to a series of questions that address whether an identified asset exists and whether we have the right to obtain substantially all of the benefit of the assets and to control its use over the full term of the agreement. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate using a credit notching approach to discount the lease payments based on information available at lease commencement. We do not separate lease and nonlease components of contracts. There are no material residual value guarantees nor any restrictions or covenants included in our lease agreements. Certain of our leases include provisions for variable payments. These variable payments are typically determined based on a measure of throughput or actual days or another measure of usage and are not included in the calculation of lease liabilities and right-of-use assets.

27

Lease Position

The table below presents the lease related assets and liabilities recorded on our condensed consolidated balance sheet:

    

June 30,

2019

Classification on the Balance Sheet

(In thousands)

Assets

Operating lease assets

Other long-term assets

$

40,490

Total lease assets

$

40,490

Liabilities

Current liabilities:

Operating lease liabilities

Current lease liabilities

$

13,966

Noncurrent liabilities:

Operating lease liabilities

Other long-term liabilities

$

26,524

Total lease liabilities

$

40,490

Lease Costs

The table below presents certain information related to the lease costs for our operating leases:

Three Months Ended

Six Months Ended

    

June 30,

June 30,

    

2019

    

2019

 

(In thousands)

Operating lease cost

$

4,056

$

7,830

Short-term lease cost

 

657

 

1,156

Variable lease cost

 

139

 

251

Total lease cost

$

4,852

$

9,237

Other Information

The table below presents supplemental cash flow information related to leases:

Six Months Ended June 30,

    

2019

(In thousands)

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

$

7,830

Lease Terms and Discount Rates

The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases:

    

June 30,

    

2019

Weighted-average remaining lease term - operating leases

5.33

Weighted-average discount rate - operating leases

5.59%

28

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and the total remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet:

    

June 30, 2019

 

    

(In thousands)

 

2019

$

8,215

2020

 

13,785

2021

 

8,452

2022

 

5,409

2023

 

3,265

Thereafter

 

8,004

Total undiscounted lease liability

47,130

Less: amount of lease payments representing interest

(6,640)

Long-term lease obligations

$

40,490

As of June 30, 2019, we had additional leases that have not yet commenced of approximately $12.6 million. These leases will commence in the fourth quarter of 2019 with lease terms of 12 years.

The minimum rental commitments under non-cancelable operating leases under ASC 840 as disclosed in our 2018 Annual Report, with lease terms in excess of one year subsequent to December 31, 2018, were as follows:

    

December 31, 2018

    

(In thousands)

2019

$

10,701

2020

 

7,104

2021

 

3,774

2022

 

2,356

2023

 

1,538

Thereafter

 

7,482

Total minimum lease payments

$

32,955

Note 14 Condensed Consolidating Financial Information

Nabors has fully and unconditionally guaranteed all of the issued public debt securities of Nabors Delaware, a 100% wholly owned subsidiary. The following condensed consolidating financial information is included so that separate financial statements of Nabors Delaware are not required to be filed with the SEC. The condensed consolidating financial statements present investments in both consolidated and unconsolidated affiliates using the equity method of accounting.

The following condensed consolidating financial information presents condensed consolidating balance sheets as of June 30, 2019 and December 31, 2018, statements of income (loss) and statements of other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018, and statements of cash flows for the six months ended June 30, 2019 and 2018 of (a) Nabors, parent/guarantor, (b) Nabors Delaware, issuer of public debt securities guaranteed by Nabors, (c) the non-guarantor subsidiaries, (d) consolidating adjustments necessary to consolidate Nabors and its subsidiaries and (e) Nabors on a consolidated basis.

29

Condensed Consolidating Balance Sheets

June 30, 2019

 

    

    

    

Other

    

    

 

Nabors

Nabors

Subsidiaries

 

(Parent/

Delaware

(Non-

Consolidating

 

    

Guarantor)

    

(Issuer)

    

Guarantors)

    

Adjustments

    

Total

 

(In thousands)

 

 

ASSETS

Current assets:

Cash and cash equivalents

$

323

$

40

$

367,330

$

$

367,693

Short-term investments

 

 

 

28,023

 

 

28,023

Accounts receivable, net

 

 

 

737,353

 

 

737,353

Inventory, net

 

 

 

178,367

 

 

178,367

Assets held for sale

 

 

 

8,004

 

 

8,004

Other current assets

 

295

 

 

146,944

 

 

147,239

Total current assets

 

618

 

40

 

1,466,021

 

 

1,466,679

Property, plant and equipment, net

 

 

 

5,301,252

 

 

5,301,252

Goodwill

 

 

 

90,645

 

 

90,645

Intercompany receivables

 

100,659

 

75,484

 

2,611

 

(178,754)

 

Investment in consolidated affiliates

2,293,463

5,691,496

4,207,154

(12,192,113)

Deferred income taxes

411,220

357,267

(411,220)

357,267

Other long-term assets

 

 

79

 

305,906

 

(7,325)

 

298,660

Total assets

$

2,394,740

$

6,178,319

$

11,730,856

$

(12,789,412)

$

7,514,503

LIABILITIES AND EQUITY

Current liabilities:

Current portion of debt

$

$

$

790

$

$

790

Trade accounts payable

 

194

 

55

 

410,220

 

 

410,469

Accrued liabilities

 

8,284

 

53,807

 

257,672

 

 

319,763

Income taxes payable

 

 

 

27,179

 

 

27,179

Current lease liabilities

 

 

 

13,966

 

 

13,966

Total current liabilities

 

8,478

 

53,862

 

709,827

 

 

772,167

Long-term debt

 

 

3,557,902

 

 

(7,325)

 

3,550,577

Other long-term liabilities

 

 

29,331

 

264,797

 

 

294,128

Deferred income taxes

 

 

 

438,668

 

(411,220)

 

27,448

Intercompany payable

 

4,748

 

 

174,006

 

(178,754)

 

Total liabilities

 

13,226

 

3,641,095

 

1,587,298

 

(597,299)

 

4,644,320

Redeemable noncontrolling interest in subsidiary

 

 

 

415,042

 

 

415,042

Shareholders’ equity

 

2,381,514

 

2,537,224

 

9,654,889

 

(12,192,113)

 

2,381,514

Noncontrolling interest

 

 

 

73,627

 

 

73,627

Total equity

 

2,381,514

 

2,537,224

 

9,728,516

 

(12,192,113)

 

2,455,141

Total liabilities and equity

$

2,394,740

$

6,178,319

$

11,730,856

$

(12,789,412)

$

7,514,503

30

Condensed Consolidating Balance Sheets

December 31, 2018

 

    

    

    

Other

    

    

 

Nabors

Nabors

Subsidiaries

 

(Parent/

Delaware

(Non-

Consolidating

 

    

Guarantor)

    

(Issuer)

    

Guarantors)

    

Adjustments

    

Total

 

(In thousands)

 

 

ASSETS

Current assets:

Cash and cash equivalents

$

474

$

42

$

447,250

$

$

447,766

Short-term investments

 

 

 

34,036

 

 

34,036

Accounts receivable, net

 

 

 

756,320

 

 

756,320

Inventory, net

 

 

 

165,587

 

 

165,587

Assets held for sale

 

 

 

12,250

 

 

12,250

Other current assets

 

50

 

433

 

177,121

 

 

177,604

Total current assets

 

524

 

475

 

1,592,564

 

 

1,593,563

Property, plant and equipment, net

 

 

 

5,467,870

 

 

5,467,870

Goodwill

 

 

 

183,914

 

 

183,914

Intercompany receivables

 

95,946

 

218,129

 

2,611

 

(316,686)

 

Investment in consolidated affiliates

2,658,827

5,494,886

4,079,269

(12,232,982)

Deferred income taxes

388,089

345,091

(388,089)

345,091

Other long-term assets

 

 

142

 

277,689

 

(14,325)

 

263,506

Total assets

$

2,755,297

$

6,101,721

$

11,949,008

$

(12,952,082)

$

7,853,944

LIABILITIES AND EQUITY

Current liabilities:

Current portion of debt

$

$

$

561

$

$

561

Trade accounts payable

 

132

 

14

 

392,697

 

 

392,843

Accrued liabilities

 

28,815

 

62,830

 

326,267

 

 

417,912

Income taxes payable

 

 

 

20,761

 

 

20,761

Total current liabilities

 

28,947

 

62,844

 

740,286

 

 

832,077

Long-term debt

 

 

3,600,209

 

 

(14,325)

 

3,585,884

Other long-term liabilities

 

 

29,331

 

245,154

 

 

274,485

Deferred income taxes

 

 

 

394,400

 

(388,089)

 

6,311

Intercompany payable

 

25,500

 

 

291,186

 

(316,686)

 

Total liabilities

 

54,447

 

3,692,384

 

1,671,026

 

(719,100)

 

4,698,757

Redeemable noncontrolling interest in subsidiary

 

 

 

404,861

 

 

404,861

Shareholders’ equity

 

2,700,850

 

2,409,337

 

9,823,645

 

(12,232,982)

 

2,700,850

Noncontrolling interest

 

 

 

49,476

 

 

49,476

Total equity

 

2,700,850

 

2,409,337

 

9,873,121

 

(12,232,982)

 

2,750,326

Total liabilities and equity

$

2,755,297

$

6,101,721

$

11,949,008

$

(12,952,082)

$

7,853,944

31

Condensed Consolidating Statements of Income (Loss)

Three Months Ended June 30, 2019

    

    

Nabors

    

Other

    

    

Nabors

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

      

(In thousands)

Revenues and other income:

Operating revenues

$

$

$

771,406

$

$

771,406

Earnings (losses) from consolidated affiliates

 

(201,253)

 

122,615

 

83,977

 

(5,339)

 

Investment income (loss)

 

 

 

997

 

(528)

 

469

Total revenues and other income

 

(201,253)

 

122,615

 

856,380

 

(5,867)

 

771,875

Costs and other deductions:

Direct costs

 

 

 

496,664

 

 

496,664

General and administrative expenses

 

1,984

 

137

 

62,644

 

(350)

 

64,415

Research and engineering

 

 

 

11,920

 

 

11,920

Depreciation and amortization

 

 

32

 

218,287

 

 

218,319

Interest expense, net

 

 

52,074

 

(583)

 

 

51,491

Impairments and other charges

102,570

102,570

Other, net

279

(2,064)

9,334

350

 

7,899

Intercompany interest expense, net

 

48

 

 

(48)

 

 

Total costs and other deductions

 

2,311

 

50,179

 

900,788

 

 

953,278

Income (loss) from continuing operations before income taxes

 

(203,564)

 

72,436

 

(44,408)

 

(5,867)

 

(181,403)

Income tax expense (benefit)

 

 

(11,541)

 

22,939

 

 

11,398

Income (loss) from continuing operations, net of tax

 

(203,564)

 

83,977

 

(67,347)

 

(5,867)

 

(192,801)

Income (loss) from discontinued operations, net of tax

 

 

 

(34)

 

 

(34)

Net income (loss)

 

(203,564)

 

83,977

 

(67,381)

 

(5,867)

 

(192,835)

Less: Net (income) loss attributable to noncontrolling interest

 

 

 

(10,729)

 

 

(10,729)

Net income (loss) attributable to Nabors

(203,564)

83,977

(78,110)

(5,867)

(203,564)

Less: Preferred stock dividend

 

(4,312)

 

 

 

 

(4,312)

Net income (loss) attributable to Nabors common shareholders

$

(207,876)

$

83,977

$

(78,110)

$

(5,867)

$

(207,876)

32

Condensed Consolidating Statements of Income (Loss)

Three Months Ended June 30, 2018

    

    

Nabors 

    

Other

    

    

Nabors 

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

     

(In thousands)

Revenues and other income:

Operating revenues

$

$

$

761,920

$

$

761,920

Earnings (losses) from unconsolidated affiliates

 

 

 

(1)

 

 

(1)

Earnings (losses) from consolidated affiliates

 

(194,594)

 

59,040

 

12,080

 

123,474

 

Investment income (loss)

 

 

 

4

 

(3,168)

 

(3,164)

Total revenues and other income

(194,594)

59,040

774,003

120,306

758,755

Costs and other deductions:

Direct costs

493,975

493,975

General and administrative expenses

2,854

157

65,151

(339)

67,823

Research and engineering

12,439

12,439

Depreciation and amortization

32

218,230

218,262

Interest expense, net

60,798

(206)

60,592

Impairments and other charges

69,620

69,620

Other, net

1,204

6,438

339

7,981

Intercompany interest expense

100

(100)

Total costs and other deductions

 

4,158

 

60,987

 

865,547

 

 

930,692

Income (loss) from continuing operations before income taxes

 

(198,752)

 

(1,947)

 

(91,544)

 

120,306

 

(171,937)

Income tax expense (benefit)

 

 

(14,027)

 

37,305

 

 

23,278

Income (loss) from continuing operations, net of tax

 

(198,752)

 

12,080

 

(128,849)

 

120,306

 

(195,215)

Income (loss) from discontinued operations, net of tax

 

 

 

(584)

 

 

(584)

Net income (loss)

 

(198,752)

 

12,080

 

(129,433)

 

120,306

 

(195,799)

Less: Net (income) loss attributable to noncontrolling interest

 

 

 

(2,953)

 

 

(2,953)

Net income (loss) attributable to Nabors

$

(198,752)

$

12,080

$

(132,386)

$

120,306

$

(198,752)

Less: Preferred stock dividend

 

(3,680)

 

 

 

 

(3,680)

Net income (loss) attributable to Nabors common shareholders

$

(202,432)

$

12,080

$

(132,386)

$

120,306

$

(202,432)

33

Condensed Consolidating Statements of Income (Loss)

Six Months Ended June 30, 2019

    

    

Nabors

    

Other

    

    

Nabors

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

     

(In thousands)

Revenues and other income:

Operating revenues

$

$

$

1,571,046

$

$

1,571,046

Earnings (losses) from unconsolidated affiliates

(5)

(5)

Earnings (losses) from consolidated affiliates

 

(316,299)

 

196,533

 

119,094

 

672

 

Investment income (loss)

 

 

 

11,202

 

(1,056)

 

10,146

Total revenues and other income

 

(316,299)

 

196,533

 

1,701,337

 

(384)

 

1,581,187

Costs and other deductions:

Direct costs

 

 

 

1,017,621

 

 

1,017,621

General and administrative expenses

 

4,398

 

414

 

128,294

 

(524)

 

132,582

Research and engineering

 

 

 

25,440

 

 

25,440

Depreciation and amortization

 

 

63

 

428,647

 

 

428,710

Interest expense, net

 

 

104,824

 

(981)

 

 

103,843

Impairments and other charges

99,903

99,903

Other, net

516

(4,731)

31,759

524

 

28,068

Intercompany interest expense, net

 

60

 

 

(60)

 

 

Total costs and other deductions

 

4,974

 

100,570

 

1,730,623

 

 

1,836,167

Income (loss) from continuing operations before income taxes

 

(321,273)

 

95,963

 

(29,286)

 

(384)

 

(254,980)

Income tax expense (benefit)

 

 

(23,131)

 

64,328

 

 

41,197

Income (loss) from continuing operations, net of tax

 

(321,273)

 

119,094

 

(93,614)

 

(384)

 

(296,177)

Income (loss) from discontinued operations, net of tax

 

 

 

(191)

 

 

(191)

Net income (loss)

 

(321,273)

 

119,094

 

(93,805)

 

(384)

 

(296,368)

Less: Net (income) loss attributable to noncontrolling interest

 

 

 

(24,905)

 

 

(24,905)

Net income (loss) attributable to Nabors

(321,273)

119,094

(118,710)

(384)

(321,273)

Less: Preferred stock dividend

 

(8,625)

 

 

 

 

(8,625)

Net income (loss) attributable to Nabors common shareholders

$

(329,898)

$

119,094

$

(118,710)

$

(384)

$

(329,898)

34

Condensed Consolidating Statements of Income (Loss)

Six Months Ended June 30, 2018

    

    

Nabors

    

Other

    

    

Nabors

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

 

(In thousands)

Revenues and other income:

Operating revenues

$

$

$

1,496,114

$

$

1,496,114

Earnings (losses) from unconsolidated affiliates

 

 

 

1

 

 

1

Earnings (losses) from consolidated affiliates

 

(336,419)

 

83,025

 

(14,445)

 

267,839

 

Investment income (loss)

 

2

 

 

3,448

 

(6,149)

 

(2,699)

Total revenues and other income

(336,417)

83,025

1,485,118

261,690

1,493,416

Costs and other deductions:

Direct costs

969,378

969,378

General and administrative expenses

5,237

399

137,266

(508)

142,394

Research and engineering

28,245

28,245

Depreciation and amortization

62

431,648

431,710

Interest expense, net

126,123

(4,145)

121,978

Impairments and other charges

76,664

76,664

Other, net

1,199

13,319

508

15,026

Intercompany interest expense, net

100

(100)

Total costs and other deductions

 

6,536

 

126,584

 

1,652,275

 

 

1,785,395

Income (loss) from continuing operations before income taxes

 

(342,953)

 

(43,559)

 

(167,157)

 

261,690

 

(291,979)

Income tax expense (benefit)

 

 

(29,114)

 

75,937

 

 

46,823

Income (loss) from continuing operations, net of tax

 

(342,953)

 

(14,445)

 

(243,094)

 

261,690

 

(338,802)

Income (loss) from discontinued operations, net of tax

 

 

 

(659)

 

 

(659)

Net income (loss)

 

(342,953)

 

(14,445)

 

(243,753)

 

261,690

 

(339,461)

Less: Net (income) loss attributable to noncontrolling interest

 

 

 

(3,492)

 

 

(3,492)

Net income (loss) attributable to Nabors

$

(342,953)

$

(14,445)

$

(247,245)

$

261,690

$

(342,953)

Less: Preferred stock dividend

 

(3,680)

 

 

 

 

(3,680)

Net income (loss) attributable to Nabors common shareholders

$

(346,633)

$

(14,445)

$

(247,245)

$

261,690

$

(346,633)

35

Condensed Consolidating Statements of Comprehensive Income (Loss)

Three Months Ended June 30, 2019

    

    

Nabors

    

Other

    

    

Nabors

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

     

(In thousands)

Net income (loss) attributable to Nabors

$

(203,564)

$

83,977

$

(78,110)

$

(5,867)

$

(203,564)

Other comprehensive income (loss) before tax:

Translation adjustment attributable to Nabors

 

6,349

 

 

6,349

 

(6,349)

 

6,349

Pension liability amortization and adjustment

 

54

 

54

 

108

 

(162)

 

54

Unrealized gains (losses) and amortization on cash flow hedges

 

142

 

142

 

142

 

(284)

 

142

Other comprehensive income (loss) before tax

 

6,545

 

196

 

6,599

 

(6,795)

 

6,545

Income tax expense (benefit) related to items of other comprehensive income (loss)

 

48

 

48

 

96

 

(144)

 

48

Other comprehensive income (loss), net of tax

 

6,497

 

148

 

6,503

 

(6,651)

 

6,497

Comprehensive income (loss) attributable to Nabors

 

(197,067)

 

84,125

 

(71,607)

 

(12,518)

 

(197,067)

Net income (loss) attributable to noncontrolling interest

 

 

 

10,729

 

 

10,729

Translation adjustment attributable to noncontrolling interest

 

 

 

7

 

 

7

Comprehensive income (loss) attributable to noncontrolling interest

 

 

 

10,736

 

 

10,736

Comprehensive income (loss)

$

(197,067)

$

84,125

$

(60,871)

$

(12,518)

$

(186,331)

36

Condensed Consolidating Statements of Comprehensive Income (Loss)

Three Months Ended June 30, 2018

    

    

Nabors

    

Other

    

    

Nabors

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

     

(In thousands)

Net income (loss) attributable to Nabors

$

(198,752)

$

12,080

$

(132,386)

$

120,306

$

(198,752)

Other comprehensive income (loss) before tax:

Translation adjustment attributable to Nabors

 

(5,570)

 

 

(5,570)

 

5,570

 

(5,570)

Pension liability amortization and adjustment

 

54

 

54

 

108

 

(162)

 

54

Unrealized gains (losses) and amortization on cash flow hedges

 

142

 

142

 

142

 

(284)

 

142

Other comprehensive income (loss) before tax

 

(5,374)

 

196

 

(5,320)

 

5,124

 

(5,374)

Income tax expense (benefit) related to items of other comprehensive income (loss)

 

48

 

48

 

96

 

(144)

 

48

Other comprehensive income (loss), net of tax

 

(5,422)

 

148

 

(5,416)

 

5,268

 

(5,422)

Comprehensive income (loss) attributable to Nabors

 

(204,174)

 

12,228

 

(137,802)

 

125,574

 

(204,174)

Net income (loss) attributable to noncontrolling interest

 

 

 

2,953

 

 

2,953

Translation adjustment attributable to noncontrolling interest

 

 

 

(63)

 

 

(63)

Comprehensive income (loss) attributable to noncontrolling interest

 

 

 

2,890

 

 

2,890

Comprehensive income (loss)

$

(204,174)

$

12,228

$

(134,912)

$

125,574

$

(201,284)

37

Condensed Consolidating Statements of Comprehensive Income (Loss)

Six Months Ended June 30, 2019

    

    

Nabors

    

Other

    

    

Nabors

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

     

(In thousands)

Net income (loss) attributable to Nabors

$

(321,273)

$

119,094

$

(118,710)

$

(384)

$

(321,273)

Other comprehensive income (loss) before tax

Translation adjustment attributable to Nabors

 

15,539

 

(2)

 

15,539

 

(15,537)

 

15,539

Pension liability amortization and adjustment

 

108

108

216

(324)

108

Unrealized gains (losses) and amortization on cash flow hedges

 

282

282

282

(564)

282

Other comprehensive income (loss) before tax

 

15,929

 

388

 

16,037

 

(16,425)

 

15,929

Income tax expense (benefit) related to items of other comprehensive income (loss)

 

94

94

188

(282)

94

Other comprehensive income (loss), net of tax

 

15,835

 

294

 

15,849

 

(16,143)

 

15,835

Comprehensive income (loss) attributable to Nabors

 

(305,438)

 

119,388

 

(102,861)

 

(16,527)

 

(305,438)

Net income (loss) attributable to noncontrolling interest

 

24,905

24,905

Translation adjustment attributable to noncontrolling interest

 

59

59

Comprehensive income (loss) attributable to noncontrolling interest

 

 

 

24,964

 

 

24,964

Comprehensive income (loss)

$

(305,438)

$

119,388

$

(77,897)

$

(16,527)

$

(280,474)

38

Condensed Consolidating Statements of Comprehensive Income (Loss)

Six Months Ended June 30, 2018

    

    

Nabors

    

Other

    

    

Nabors

Delaware

Subsidiaries

(Parent/

(Issuer/

(Non-

Consolidating

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

 

(In thousands)

Net income (loss) attributable to Nabors

$

(342,953)

$

(14,445)

$

(247,245)

$

261,690

$

(342,953)

Other comprehensive income (loss) before tax

Translation adjustment attributable to Nabors

 

(14,913)

(14,913)

14,913

(14,913)

Pension liability amortization and adjustment

 

108

108

216

(324)

108

Unrealized gains (losses) and amortization on cash flow hedges

 

282

282

282

(564)

282

Adoption of ASU No. 2016-01

 

(9,144)

(9,144)

9,144

(9,144)

Other comprehensive income (loss) before tax

 

(23,667)

 

390

 

(23,559)

 

23,169

 

(23,667)

Income tax expense (benefit) related to items of other comprehensive income (loss)

 

91

91

182

(273)

91

Other comprehensive income (loss), net of tax

 

(23,758)

 

299

 

(23,741)

 

23,442

 

(23,758)

Comprehensive income (loss) attributable to Nabors

 

(366,711)

 

(14,146)

 

(270,986)

 

285,132

 

(366,711)

Net income (loss) attributable to noncontrolling interest

 

3,492

3,492

Translation adjustment attributable to noncontrolling interest

 

(159)

(159)

Comprehensive income (loss) attributable to noncontrolling interest

 

 

 

3,333

 

 

3,333

Comprehensive income (loss)

$

(366,711)

$

(14,146)

$

(267,653)

$

285,132

$

(363,378)

39

Condensed Consolidating Statements Cash Flows

Six Months Ended June 30, 2019

 

    

    

Nabors

    

Other

    

    

 

Nabors

Delaware

Subsidiaries

 

(Parent/

(Issuer/

(Non-

Consolidating

 

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

 

(In thousands)

 

Net cash provided by (used for) operating activities

$

59,249

$

(91,938)

$

364,770

$

(58,996)

$

273,085

Cash flows from investing activities:

Purchases of investments

(4,572)

(4,572)

Sales and maturities of investments

11,919

11,919

Cash paid for acquisitions of businesses, net of cash acquired

 

 

 

(2,929)

 

 

(2,929)

Cash paid for investments in consolidated affiliates

 

 

 

(8,500)

 

8,500

 

Capital expenditures

 

 

 

(274,479)

 

 

(274,479)

Proceeds from sales of assets and insurance claims

 

 

11,857

 

 

11,857

Change in intercompany balances

 

 

142,645

 

(142,645)

 

 

Net cash provided by (used for) investing activities

 

 

142,645

 

(409,349)

 

8,500

 

(258,204)

Cash flows from financing activities:

 

Debt issuance costs

 

 

(49)

 

 

 

(49)

Proceeds from revolving credit facilities

 

 

790,000

 

 

 

790,000

Proceeds from parent contributions

 

8,500

 

 

(8,500)

 

Proceeds from issuance of common shares, net of issuance costs

6

 

 

(6)

 

 

Reduction of long-term debt

 

 

(361,966)

 

 

 

(361,966)

Reduction in revolving credit facilities

 

 

(480,000)

 

 

 

(480,000)

Dividends to common and preferred shareholders

 

(36,926)

 

 

(475)

 

3,696

 

(33,705)

Proceeds from (payments for) short-term borrowings

 

 

229

 

 

229

Proceeds from issuance of preferred stock, net of issuance costs

 

 

 

 

 

Proceeds from issuance of intercompany debt

4,700

 

 

(4,700)

 

 

Paydown of intercompany debt

(25,500)

 

(7,194)

 

32,694

 

 

Distributions to Non-controlling interest

 

 

(814)

 

 

(814)

Distribution from subsidiary to parent

 

 

 

(55,300)

 

55,300

 

Other changes

 

(1,680)

 

 

(657)

 

 

(2,337)

Net cash (used for) provided by financing activities

 

(59,400)

 

(50,709)

 

(29,029)

 

50,496

 

(88,642)

Effect of exchange rate changes on cash and cash equivalents

 

 

 

(1,968)

 

 

(1,968)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

(151)

 

(2)

 

(75,576)

 

 

(75,729)

Cash, cash equivalents and restricted cash, beginning of period

 

474

 

42

 

450,564

 

 

451,080

Cash, cash equivalents and restricted cash, end of period

$

323

$

40

$

374,988

$

$

375,351

40

Condensed Consolidating Statements Cash Flows

Six Months Ended June 30, 2018

 

    

    

Nabors

    

Other

    

    

 

Nabors

Delaware

Subsidiaries

 

(Parent/

(Issuer/

(Non-

Consolidating

 

    

Guarantor)

    

Guarantor)

    

Guarantors)

    

Adjustments

    

Total

 

(In thousands)

 

Net cash provided by (used for) operating activities

$

56,041

$

(102,233)

$

151,698

$

(28,149)

$

77,357

Cash flows from investing activities:

Purchases of investments

 

 

 

(676)

 

 

(676)

Sales and maturities of investments

 

 

 

2,602

 

 

2,602

Cash paid for investments in consolidated affiliates

 

(587,500)

 

 

(199,000)

 

786,500

 

Capital expenditures

 

 

(209,471)

 

 

(209,471)

Proceeds from sale of assets and insurance claims

 

 

 

77,272

 

 

77,272

Change in intercompany balances

 

127,059

 

(127,059)

 

 

Net cash provided by (used for) investing activities

 

(587,500)

 

127,059

 

(456,332)

 

786,500

 

(130,273)

Cash flows from financing activities:

Increase (decrease) in cash overdrafts

 

 

 

(344)

 

 

(344)

Debt issuance costs

 

 

(12,990)

 

 

 

(12,990)

Proceeds from issuance of common shares, net of issuance costs

 

302,014

 

 

 

 

302,014

Reduction in long-term debt

 

 

(460,837)

 

 

 

(460,837)

Reduction in revolving credit facilities

 

 

(1,135,000)

 

 

 

(1,135,000)

Dividends to common and preferred shareholders

 

(42,349)

 

 

 

6,149

 

(36,200)

Proceeds from (payments for) commercial paper, net

 

 

(40,000)

 

 

 

(40,000)

Proceeds from (payments for) issuance of intercompany debt

 

20,000

 

 

(20,000)

 

 

Proceeds from issuance of preferred stock, net of issuance costs

 

278,573

 

 

 

 

278,573

Proceeds from revolving credit facilities

 

 

625,000

 

 

 

625,000

Proceeds from issuance of long-term debt

 

 

800,000

 

 

 

800,000

Paydown of intercompany debt

 

(21,000)

 

 

21,000

 

 

Distributions to Non-controlling interest

 

 

 

(4,676)

 

 

(4,676)

Proceeds from (payments for) short-term borrowings

 

 

 

62

 

 

62

Proceeds from parent contributions

 

 

199,000

 

587,500

 

(786,500)

 

Distribution from subsidiary to parent

 

 

 

(22,000)

 

22,000

 

Other changes

 

(3,688)

 

 

 

 

(3,688)

Net cash (used for) provided by financing activities

 

533,550

 

(24,827)

 

561,542

 

(758,351)

 

311,914

Effect of exchange rate changes on cash and cash equivalents

 

 

 

(3,637)

 

 

(3,637)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

2,091

 

(1)

 

253,271

 

 

255,361

Cash, cash equivalents and restricted cash, beginning of period

 

1,091

 

44

 

340,894

 

 

342,029

Cash, cash equivalents and restricted cash, end of period

$

3,182

$

43

$

594,165

$

$

597,390

41

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly and current reports, press releases, and other written and oral statements. Statements relating to matters that are not historical facts are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These “forward-looking statements” are based on an analysis of currently available competitive, financial and economic data and our operating plans. They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly different from our expectations. By way of illustration, when used in this document, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “should,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements.

You should consider the following key factors when evaluating these forward-looking statements:

fluctuations and volatility in worldwide prices of and demand for oil and natural gas;

fluctuations in levels of oil and natural gas exploration and development activities;

fluctuations in the demand for our services;

competitive and technological changes and other developments in the oil and gas and oilfield services industries;

our ability to renew customer contracts in order to maintain competitiveness ;

the existence of operating risks inherent in the oil and gas and oilfield services industries;

the possibility of the loss of one or a number of our large customers ;

the impact of long-term indebtedness and other financial commitments on our financial and operating flexibility;

our access to and the cost of capital, including the impact of a downgrade in our credit rating, covenant restrictions, availability under our unsecured revolving credit facilities, and future issuances of debt or equity securities;

our dependence on our operating subsidiaries and investments to meet our financial obligations;

our ability to retain skilled employees;

our ability to complete, and realize the expected benefits of strategic transactions;

the recent changes in U.S. tax laws and the possibility of changes in other tax laws and other laws and regulations;

the possibility of political or economic instability, civil disturbance, war or acts of terrorism in any of the countries in which we do business;

the possibility of changes to U.S. trade policies and regulations including the imposition of trade embargoes or sanctions; and

general economic conditions, including the capital and credit markets.

Our business depends, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Therefore, a sustained increase or decrease in the price of oil or natural gas, that

42

has a material impact on exploration, development and production activities, could also materially affect our financial position, results of operations and cash flows.

The above description of risks and uncertainties is by no means all-inclusive, but highlights certain factors that we believe are important for your consideration. For a more detailed description of risk factors that may affect us or our industry, please refer to Item 1A. — Risk Factors in our 2018 Annual Report.

Management Overview

This section is intended to help you understand our results of operations and our financial condition. This information is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto.

We own and operate one of the world’s largest land-based drilling rig fleets and provide offshore rigs in the United States and numerous international markets. Our business is comprised of our global land-based and offshore drilling rig operations and other rig related services and technologies, consisting of equipment manufacturing, rig instrumentation and optimization software. We also specialize in tubular services, wellbore placement solutions and are a leading provider of directional drilling and measurement while drilling systems and services.

Financial Results

Comparison of the three months ended June 30, 2019 and 2018

Operating revenues for the three months ended June 30, 2019 totaled $771.4 million, representing an increase of $9.5 million, or 1%, compared to the three months ended June 30, 2018. The increase in operating revenues, primarily resulting from improved dayrates in our U.S. Drilling operating segment, was virtually offset by a decline in our International Drilling, Canada Drilling and Rig Technologies operating segments due to an overall decline in activity. For a more detailed description of our operating results see Segment Results of Operations, below.

Net loss from continuing operations attributable to Nabors common shareholders totaled $207.8 million ($0.61 per diluted share) for the three months ended June 30, 2019 compared to a net loss from continuing operations attributable to Nabors common shareholders of $201.8 million ($0.61 per diluted share) for the three months ended June  30, 2018, or a $6.0 million increase in the net loss. Our net loss was adversely impacted by impairment charges of approximately $102.6 million for the three months ended June 30, 2019, primarily due to goodwill and intangible impairments, compared to impairment charges of $69.6 million for the three months ended June 30, 2018, primarily due to the loss on the sale of three jackups. The incremental impairment charges more than offset the $11.4 million increase in our segments adjusted operating income. Additionally, we benefited from a decrease of $11.9 million in income tax expense compared to the prior period, due to a $31.1 million tax benefit from the release of a valuation allowance.

General and administrative expenses for the three months ended June 30, 2019 totaled $64.4 million, representing a decrease of $3.4 million, or 5%, compared to the three months ended June 30, 2018. This is reflective of a reduction in workforce and general cost-reduction efforts across our operating segments and our corporate offices.

Research and engineering expenses for the three months ended June 30, 2019 totaled $11.9 million, representing a decrease of $0.5 million, or 4%, compared to the three months ended June 30, 2018. The decrease is primarily attributable to a reduction in staffing levels and other cost control efforts across many of our research and engineering projects and initiatives.

Depreciation and amortization expense for the three months ended June 30, 2019 was $218.3 million which was essentially flat compared to the three months ended June 30, 2018.

43

Segment Results of Operations

The following tables set forth certain information with respect to our reportable segments and rig activity:

Three Months Ended

 

June 30,

2019

2018

Increase/(Decrease)

 

(In thousands, except percentages and rig activity)

U.S. Drilling

    

    

    

    

    

    

    

    

    

Operating revenues

$

323,402

$

264,395

$

59,007

22

%

Adjusted operating income (loss) (1)

$

20,392

$

(13,107)

$

33,499

256

%

Average rigs working (2)

 

122.2

 

112.1

 

10.1

9

%

Canada Drilling

Operating revenues

$

11,389

$

17,442

$

(6,053)

(35)

%

Adjusted operating income (loss) (1)

$

(5,537)

$

(4,608)

$

(929)

(20)

%

Average rigs working (2)

 

7.4

 

10.2

 

(2.8)

(27)

%

International Drilling

Operating revenues

$

326,905

$

377,986

$

(51,081)

(14)

%

Adjusted operating income (loss) (1)

$

(6,884)

$

24,486

$

(31,370)

(128)

%

Average rigs working (2)

 

88.6

 

93.1

 

(4.5)

(5)

%

Drilling Solutions

Operating revenues

$

64,583

$

59,859

$

4,724

8

%

Adjusted operating income (loss) (1)

$

13,793

$

7,546

$

6,247

 

83

%

Rig Technologies

Operating revenues

$

72,751

$

81,321

$

(8,570)

(11)

%

Adjusted operating income (loss) (1)

$

496

$

(3,433)

$

3,929

 

114

%

(1) Adjusted operating income (loss) is our measure of segment profit and loss. See Note 11—Segment Information to the consolidated financial statements included in Item 1 of the report.

(2) Represents a measure of the average number of rigs operating during a given period. For example, one rig operating 45 days during a quarter represents approximately 0.5 average rigs working for the quarter. On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year.

U.S. Drilling

Operating results increased during the three months ended June 30, 2019 compared to the corresponding 2018 period primarily due to an increase in dayrates as market prices continued to improve, resulting in approximately $21.9 million of the increase in adjusted operating income. Additionally, we experienced an increase in activity as reflected by a 9% increase in the average number of rigs working, which represented approximately $13.3 million of the increase in adjusted operating income.

Canada Drilling

Operating results decreased during the three months ended June 30, 2019 compared to the corresponding 2018 period primarily due to a decline in activity as reflected by a 27% decrease in the average number of rigs working. This segment was adversely impacted by the industry-wide decline in rig count in Canada due to weak market conditions relative to the prior year period, which exacerbated normal seasonal declines.

International Drilling

Operating results decreased during the three months ended June 30, 2019 compared to the corresponding 2018 period. Operating results for the period were unfavorably impacted by a reduction in pre-funded amortizing revenue as well as a decline in activity most notably in the Middle East as a result of the sale of three jackup rigs, partially offset by new rig awards in Colombia.

44

Drilling Solutions

Operating results increased during the three months ended June 30, 2019 compared to the corresponding 2018 period. The increase in operating revenue was primarily due to growth in our performance tools offerings in the U.S., which contributed approximately $2.5 million of the increase in operating revenue. We also continue to benefit from improved profitability within our wellbore placement and tubular running services lines due to effective cost reduction efforts across this business.

Rig Technologies

Operating revenues decreased during the three months ended June 30, 2019 compared to the corresponding 2018 period primarily due to fewer capital equipment sales during the current period. However, this segment benefited from a reduction in workforce and general cost-reduction efforts which more than offset the decline in operating revenues.

Other Financial Information

Interest expense

Interest expense for the three months ended June 30, 2019 was $51.5 million, representing a decrease of $9.1 million, or 15%, compared to the three months ended June 30, 2018. The decrease was primarily due to the repayment of approximately $303.5 million aggregate principal of our 9.25% senior notes due January 2019, using the proceeds from the equity offering completed in May 2018. This decrease was further supplemented by the repurchase of approximately $305.3 million aggregate principal of our 5.00% senior notes due September 2020 during the three months ended June 30, 2019.

Impairments and other charges

During the three months ended June 30, 2019, we recognized impairments and other charges of $102.6 million, primarily resulting from goodwill impairment charges of $93.6 million. As part of our annual goodwill impairment test, we determined the carrying value of some of our reporting units exceeded their fair value. As such, we recognized an impairment of $75.6 million for the remaining goodwill balance attributable to our International Drilling operating segment and $18.0 million for a partial impairment to our goodwill balance attributable to our Rig Technologies operating segment. Additionally, we determined the fair value of one of our intangible assets was less than the current book value. As such, we recognized a partial impairment of $5.2 million to write down the intangible asset to its fair value. This intangible asset relates to in-process research and development associated with our rotary steerable tools purchased as part of the 2TD acquisition. Based on our updated projections of future cash flows, the carrying value did not support the current fair value and thus an impairment charge was recognized. These non-cash pre-tax impairment charges were primarily the result of a sustained decline in our market capitalization and lower future cash flow projections due to expectations for future commodity prices and the resulting impact on the demand for our products and services within these reporting units. The balance of the impairments and other charges represents a loss of $3.7 million related to the repurchase of our senior notes.

Impairments and other charges for the three months ended June 30, 2018 was $69.6 million, primarily comprised of a $63.7 million loss on the sale of three jackup rigs and transaction related costs of approximately $5.9 million, primarily in connection with the acquisition of Tesco.

Other, net

Other, net for the three months ended June 30, 2019 was $7.9 million of expense, which included net losses on sales and disposals of assets of approximately $6.5 million and foreign currency exchange losses of $1.4 million.

Other, net for the three months ended June 30, 2018 was $8.0 million of expense, which included an increase in litigation reserves of $4.7 million, foreign currency exchange losses of $3.7 million and net losses on sales and disposals of assets of approximately $3.6 million.

45

Income tax rate

Our worldwide effective tax rate for the three months ended June 30, 2019 was (6.3%) compared to (13.5%) for the three months ended June  30, 2018. The change in effective tax rate was partially due to a $31.1 million tax benefit from the release of a valuation allowance. For both periods, the impact of the geographic mix of our pre-tax earnings and the resultant tax expense (benefits), results in a negative tax rate due primarily to a higher mix of pre-tax earnings in certain high tax jurisdictions. Future changes in the mix or pre-tax earnings could materially change the effective income tax rate.

Comparison of the six months ended June 30, 2019 and 2018

Operating revenues for the six months ended June 30, 2019 totaled $1.6 billion, representing an increase of $74.9 million, or 5%, compared to the six months ended June 30, 2018. The primary driver was an increase in both activity and pricing within our U.S. Drilling operating segment as a result of the improved market conditions. This was partially offset by a decline in our International Drilling and Canada Drilling operating segments. For a more detailed description of operating results see Segment Results of Operations, below.

Net loss from continuing operations attributable to Nabors common shareholders totaled $329.7 million ($0.97 per diluted share) for the six months ended June 30, 2019 compared to a net loss from continuing operations attributable to Nabors common shareholders of $346.0 million ($1.08 per diluted share) for the six months ended June 30, 2018, or a $16.3 million decrease in the net loss. Although we experienced a $38.1 million increase in our segments adjusted operating income, this increase was partially offset by incremental impairments and other charges of approximately $23.2 million compared to the prior period.

General and administrative expenses for the six months ended June 30, 2019 totaled $132.6 million, representing a decrease of $9.8 million or 7%, compared to the six months ended June 30, 2018. This is reflective of a reduction in workforce and general cost-reduction efforts across our operating segments and our corporate offices.

Research and engineering expenses for the six months ended June 30, 2019 totaled $25.4 million, representing a decrease of $2.8 million, or 10%, compared to the six months ended June 30, 2018. The decrease is primarily attributable to a reduction in staffing levels and other cost control efforts across many of our research and engineering projects and initiatives.

Depreciation and amortization expense for the six months ended June 30, 2019 was $428.7 million, representing a decrease of $3.0 million, or 1%, compared to the six months ended June 30, 2018. The slight decrease was primarily due to the impact from the sale of three jackup and eight workover rigs in late 2018, which more than offset the incremental depreciation from new capital deployed during the period.

46

Segment Results of Operations

The following tables set forth certain information with respect to our reportable segments and rig activity:

Six Months Ended

 

June 30,

2019

2018

Increase/(Decrease)

 

(In thousands, except percentages and rig activity)

U.S. Drilling

    

    

    

    

    

    

    

    

Operating revenues

$

643,611

$

505,397

$

138,214

27

%

Adjusted operating income (loss) (1)

$

45,075

$

(32,853)

$

77,928

237

%

Average rigs working (2)

 

121.5

 

112.0

 

9.5

9

%

Canada Drilling

Operating revenues

$

36,704

$

49,329

$

(12,625)

(26)

%

Adjusted operating income (loss) (1)

$

(5,596)

$

(5,200)

$

(396)

(8)

%

Average rigs working (2)

 

11.8

 

15.6

 

(3.8)

(24)

%

International Drilling

Operating revenues

$

664,161

$

746,831

$

(82,670)

(11)

%

Adjusted operating income (loss) (1)

$

(12,521)

$

49,022

$

(61,543)

(126)

%

Average rigs working (2)

 

89.1

 

93.8

 

(4.7)

(5)

%

Drilling Solutions

Operating revenues

$

130,005

$

122,507

$

7,498

6

%

Adjusted operating income (loss) (1)

$

26,648

$

16,267

$

10,381

 

64

%

Rig Technologies

Operating revenues

$

144,504

$

145,990

$

(1,486)

(1)

%

Adjusted operating income (loss) (1)

$

(4,652)

$

(16,409)

$

11,757

 

72

%

(3) Adjusted operating income (loss) is our measure of segment profit and loss. See Note 11—Segment Information to the consolidated financial statements included in Item 1 of the report.

(4) Represents a measure of the average number of rigs operating during a given period. For example, one rig operating 45 days during a quarter represents approximately 0.5 average rigs working for the quarter. On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year.

U.S. Drilling

Operating results increased during the six months ended June 30, 2019 compared to the corresponding 2018 period primarily due to an increase in dayrates as market prices have continued to improve, resulting in approximately $63.3 million of the increase in adjusted operating income. Additionally, we experienced an increase in activity as reflected by a 9% increase in the average number of rigs working, which represented approximately $26.1 million of the increase in adjusted operating income.

Canada Drilling

Operating results decreased during the six months ended June 30, 2019 compared to the corresponding 2018 period. This segment was adversely impacted by the industry-wide decline in rig count in Canada due to weak market conditions relative to the prior year period.

International Drilling

Operating results decreased during the six months ended June 30, 2019 compared to the corresponding 2018 period. Operating results for the period were unfavorably impacted by a reduction in pre-funded amortizing revenue as well as a decline in activity as reflected by a 5% decrease in the average number of rigs working. The decreased activity was primarily attributed to the sale of three jackup rigs in the Middle East, partially offset by new rig awards in Colombia.

47

Drilling Solutions

Operating results increased during the six months ended June 30, 2019 compared to the corresponding 2018 period. The increase in operating income was primarily driven by the growth in our performance tools offering as well as improved profitability from our wellbore placement and tubular running services offerings due to effective cost reduction efforts across this business.

Rig Technologies

While operating revenues were relatively flat during the six months ended June 30, 2019 compared to the corresponding 2018 period, operating results were positively impacted by various cost reduction initiatives.

Other Financial Information

Interest expense

Interest expense for the six months ended June 30, 2019 was $103.8 million, representing a decrease of $18.1 million, or 15%, compared to the six months ended June 30, 2018. The decrease was primarily due to the repayment of approximately $303.5 million aggregate principal of our 9.25% senior notes due January 2019 during 2018 utilizing the proceeds from our equity offering completed in May 2018. This decrease was further supplemented by the repurchase of approximately $305.3 million aggregate principal of our 5.00% senior notes due September 2020 during the six months ended June 30, 2019.

Impairments and other charges

During the six months ended June 30, 2019, we recognized impairments and other charges of $99.9 million, primarily resulting from goodwill impairment charges of $93.6 million. Additionally, we recognized a partial impairment of $5.2 million to write down our intangible asset within our Rig Technologies operating segment to its fair value. The balance of the impairments and other charges represents a loss of $1.0 million related to the repurchase of our senior notes.

Impairments and other charges for the six months ended June 30, 2018 was $76.7 million, primarily comprised of a $63.7 million loss on the sale of three jackup rigs and transaction related costs of approximately $12.9 million, primarily in connection with the acquisition of Tesco.

Other, net

Other, net for the six months ended June 30, 2019 was $28.1 million of expense, which included net losses on sales and disposals of assets of approximately $10.2 million, foreign currency exchange losses of $10.0 million and an increase in litigation reserves of $6.6 million.

Other, net for the six months ended June 30, 2018 was $15.0 million of expense, which included an increase in litigation reserves of $8.3 million, foreign currency exchange losses of $6.2 million and net losses on sales and disposals of assets of approximately $5.8 million.

Income tax rate

Our worldwide effective tax rate for the six months ended June 30, 2019 was (16.2%) compared to (16.0%) for the six months ended June  30, 2018. The change in effective tax rate was partially due to a $31.1 million tax benefit from the release of a valuation allowance. For both periods, the impact of the geographic mix of our pre-tax earnings and the resultant tax expense (benefits), results in a negative tax rate due primarily to a higher mix of pre-tax earnings in certain high tax jurisdictions. Future changes in the mix or pre-tax earnings could materially change the effective income tax rate.

48

Liquidity and Capital Resources

Financial Condition and Sources of Liquidity

Our primary sources of liquidity are cash and investments, availability under our revolving credit facilities and cash generated from operations. As of June 30, 2019, we had cash and short-term investments of $395.7 million and working capital of $694.5 million. As of December 31, 2018, we had cash and short-term investments of $481.8 million and working capital of $761.5 million. At June 30, 2019, we had $480.0 million of borrowings outstanding under our revolving credit facilities.

We had 15 letter-of-credit facilities with various banks as of June 30, 2019. Availability under these facilities as of June 30, 2019 was as follows:

    

June 30,

 

2019

 

(In thousands)

 

Credit available

$

677,626

Less: Letters of credit outstanding, inclusive of financial and performance guarantees

 

97,934

Remaining availability

$

579,692

Our gross debt to capital ratio was 0.60:1 as of June 30, 2019 and 0.57:1 as of December 31, 2018. Our net debt to capital ratio was 0.57:1 as of June 30, 2019 and 0.53:1 as of December 31, 2018. The gross debt to capital ratio is calculated by dividing total debt by total capitalization (total debt plus shareholders’ equity). The net debt to capital ratio is calculated by dividing net debt by net capitalization. Net debt is defined as total debt minus the sum of cash and cash equivalents and short-term investments. Net capitalization is defined as net debt plus shareholders’ equity. The gross debt to capital ratio, the net debt to capital ratio and the asset to debt coverage ratio are not measures of operating performance or liquidity defined by U.S. GAAP and may not be comparable to similarly titled measures presented by other companies.

Our interest coverage ratio was 3.8:1 as of June 30, 2019 and 3.3:1 as of December 31, 2018. The interest coverage ratio is a trailing 12-month quotient of the sum of operating revenues, direct costs, general administrative expenses and research and engineering expenses divided by interest expense. The interest coverage ratio is not a measure of operating performance or liquidity defined by U.S. GAAP and may not be comparable to similarly titled measures presented by other companies.

Our ability to access capital markets or to otherwise obtain sufficient financing may be affected by our senior unsecured debt ratings as provided by the major credit rating agencies in the United States and our historical ability to access these markets as needed. While there can be no assurances that we will be able to access these markets in the future, we believe that we will be able to access capital markets or otherwise obtain financing in order to satisfy any payment obligation that might arise upon maturity, exchange or purchase of our notes and our debt facilities, loss of availability of our revolving credit facilities, and that any cash payment due, in addition to our other cash obligations, would not ultimately have a material adverse impact on our liquidity or financial position. The major U.S. credit rating agencies have previously downgraded our senior unsecured debt rating to non-investment grade. These and any further ratings downgrades could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.

Availability under both the 2012 Revolving Credit Facility and the 2018 Revolving Credit Facility is subject to a covenant not to exceed a net debt to capital ratio of 0.60:1. For purposes of the revolving credit facilities, net debt is defined as total debt minus the sum of cash and cash equivalents. In addition, availability under the new 2018 Revolving Credit Facility is subject to a covenant that during any period in which Nabors Delaware fails to maintain an investment grade rating from at least two ratings agencies, the guarantors under the facility and their subsidiaries will be required to maintain an asset to debt coverage ratio of at least 2.50:1. In light of our credit ratings as of June 30, 2019, we are required to comply with this covenant. As of June 30, 2019, our asset to debt coverage ratio was 3.65:1. The asset to debt coverage ratio is calculated by dividing (x) drilling-related fixed assets wholly owned by the 2018 Revolver Guarantors or wholly owned subsidiaries of the 2018 Revolver Guarantors by (y) total debt of the 2018 Revolver Guarantors (subject to certain exclusions).

49

As of the date of this report, we were in compliance with all covenants under the 2018 Revolving Credit Facility and 2012 Revolving Credit Facility. As of June 30, 2019, our net debt could be higher by approximately $388.6 million, while still maintaining our net debt to capital ratio of 0.60:1. Borrowing from the revolving credit facilities to pay down other debt, such as the 5.00% senior notes due September 2020, does not adversely impact the ratio calculation. Therefore, subject to certain restrictions in the 2018 Revolving Credit Facility, the entire balance under the revolving credit facilities would be available to pay down outstanding debt. The ratio is only adversely impacted by borrowing under the revolving credit facilities to use for purposes other than retiring debt, which would increase our net debt, or by reductions to shareholders’ equity. If we fail to comply with the covenants, the revolving credit commitments under the 2012 Revolving Credit Facility and the 2018 Revolving Credit Facility could be terminated, and any outstanding borrowings under the facilities could be declared immediately due and payable. We can limit or control our spending through reductions in discretionary capital or other types of controllable expenditures, monetization of assets, accessing capital markets through a variety of alternative methods, or any combination of these alternatives if needed. We cannot make any assurances as to our ability to implement any or all of these alternatives.

Future Cash Requirements

Our current cash and investments, projected cash flows from operations, proceeds from equity or debt issuances, and our revolving credit facilities are expected to adequately finance our purchase commitments, capital expenditures, acquisitions, scheduled debt service requirements, and all other expected cash requirements for the next 12 months.

We expect capital expenditures over the next 12 months to be approximately $0.3 billion. Purchase commitments outstanding at June 30, 2019 totaled approximately $229.5 million, primarily for capital expenditures, other operating expenses and purchases of inventory. We can reduce planned expenditures if necessary or increase them if market conditions and new business opportunities warrant it. The level of our outstanding purchase commitments and our expected level of capital expenditures over the next 12 months represent a number of capital programs that are currently underway or planned.

We have historically completed a number of acquisitions and will continue to evaluate opportunities to acquire assets or businesses to enhance our operations. Several of our previous acquisitions were funded using existing cash or debt or by issuing our common shares, such as our acquisition of Tesco in December 2017. Future acquisitions may be funded using existing cash or by issuing debt or additional shares of the Company. Such capital expenditures and acquisitions will depend on our view of market conditions and other factors.

See our discussion of guarantees issued by Nabors that could have a potential impact on our financial position, results of operations or cash flows in future periods included below under “Off-Balance Sheet Arrangements (Including Guarantees)”.

There have been no material changes to the contractual cash obligations table that was included in our 2018 Annual Report.

On August 25, 2015, our Board of Directors authorized a share repurchase program (the “program”) under which we may repurchase, from time to time, up to $400.0 million of our common shares by various means, including in the open market or in privately negotiated transactions. Authorization for the program, which was renewed in February 2019, does not have an expiration date and does not obligate us to repurchase any of our common shares. Since establishing the program, we have repurchased 14.0 million of our common shares for an aggregate purchase price of approximately $119.4 million under this program. The repurchased shares, which are held by our subsidiaries, are registered and tradable subject to applicable securities law limitations and have the same voting and other rights as other outstanding shares. As of June 30, 2019, the remaining amount authorized under the program that may be used to purchase shares was $280.6 million. As of June 30, 2019, our subsidiaries held 52.8 million of our common shares.

On May 23, 2019, our Board of Directors authorized a share repurchase program under which we may repurchase, from time to time, up to $10.0 million of our mandatory convertible preferred shares by various means, including in the open market or in privately negotiated transactions. This authorization does not have an expiration date and does not obligate us to repurchase any of our mandatory convertible preferred shares. During the three months ended June 30, 2019, we repurchased and canceled 4,000 mandatory convertible preferred shares for an aggregate purchase price of approximately $.08 million.

50

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, both in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors and may involve material amounts.

Cash Flows

Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Sustained decreases in the price of oil or natural gas could have a material impact on these activities, and could also materially affect our cash flows. Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, dividends, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our cash flows for the six months ended June 30, 2019 and 2018 below.

Operating Activities . Net cash provided by operating activities totaled $273.1 million during the six months ended June  30, 2019, compared to net cash provided of $77.4 million during the corresponding 2018 period. Operating cash flows are our primary source of capital and liquidity. The increase in cash flows from operations is primarily attributable to increases in activity and margins in our U.S. Drilling operating segment. Additionally, changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables and interest payments are significant factors affecting operating cash flows. Changes in working capital items provided $11.6 million and used $154.2 million in cash during the six months ended June 30, 2019 and 2018, respectively.

Investing Activities . Net cash used for investing activities totaled $258.2 million during the six months ended June 30, 2019 compared to net cash used of $130.3 million during the corresponding 2018 period. Our primary use of cash for investing activities is for capital expenditures related to rig-related enhancements, new construction and equipment, as well as sustaining capital expenditures. During the six months ended June 30, 2019 and 2018, we used cash for capital expenditures totaling $274.5 million and $209.5 million, respectively.

Financing Activities . Net cash used for financing activities totaled $88.6 million during the six months ended June 30, 2019 compared to net cash provided of $311.9 million during the corresponding 2018 period. During the six months ended June 30, 2019, we received net proceeds of $310.0 million in amounts borrowed under our revolving credit facilities, partially offset by a $362.0 million repayment on our senior notes. Additionally, we paid dividends totaling $33.7 million to our common and preferred shareholders.

Other Matters

Recent Accounting Pronouncements

See Note 2 — Summary of Significant Accounting Policies.

Off-Balance Sheet Arrangements (Including Guarantees)

We are a party to transactions, agreements or other contractual arrangements defined as “off-balance sheet arrangements” that could have a material future effect on our financial position, results of operations, liquidity and capital resources. The most significant of these off-balance sheet arrangements involve agreements and obligations under which we provide financial or performance assurance to third parties. Certain of these agreements serve as guarantees, including standby letters of credit issued on behalf of insurance carriers in conjunction with our workers’ compensation insurance program and other financial surety instruments such as bonds. In addition, we have provided indemnifications, which serve as guarantees, to some third parties. These guarantees include indemnification provided by us to our share transfer agent and our insurance carriers. We are not able to estimate the potential future maximum payments that might be due under our indemnification guarantees. Management believes the likelihood that we would be required to perform or otherwise incur any material losses associated with any of these guarantees is remote.

51

The following table summarizes the total maximum amount of financial guarantees issued by Nabors:

Maximum Amount

 

    

2019

    

2020

    

2021

    

Thereafter

    

Total

 

(In thousands)

 

Financial standby letters of credit and other financial surety instruments

$

65,197

 

154,512

 

 

$

219,709

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We may be exposed to market risks arising from the use of financial instruments in the ordinary course of business as discussed in our 2018 Annual Report. There were no material changes in our exposure to market risk during the six months ended June 30, 2019 from those disclosed in our 2018 Annual Report.

ITEM 4. CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. We have investments in certain unconsolidated entities that we do not control or manage. Because we do not control or manage these entities, our disclosure controls and procedures with respect to these entities are necessarily more limited than those we maintain with respect to our consolidated subsidiaries.

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Nabors and its subsidiaries are defendants or otherwise involved in a number of lawsuits in the ordinary course of business. We estimate the range of our liability related to pending litigation when we believe the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. When a liability is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the lawsuits or claims. As additional information becomes available, we assess the potential liability related to our pending litigation and claims and revise our estimates. Due to uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ from our estimates. For matters where an unfavorable outcome is reasonably possible and significant, we disclose the nature of the matter and a range of potential exposure, unless an estimate cannot be made at the time of disclosure. In the opinion of management and based on liability accruals provided, our ultimate exposure with respect to these pending lawsuits and claims is not expected to have a material adverse effect on our condensed consolidated financial position or cash flows, although they could have a material adverse effect on our results of operations for a particular reporting period. See Note 7 — Commitments and Contingencies — Litigation for a description of such proceedings.

ITEM 1A. RISK FACTORS

In addition to the information set forth elsewhere in this report, the risk factors set forth in Part 1, Item 1A, of our 2018 Annual Report, should be carefully considered when evaluating us. These risks are not the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

52

We withheld the following shares of our common stock to satisfy tax withholding obligations in connection with grants of stock awards during the three months ended June 30, 2019 from the distributions described below. These shares may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item, but were not purchased as part of a publicly announced program to purchase common shares:

    

    

    

    

    

    

Approximated

 

Total Number

Dollar Value of

 

of Shares

Shares that May

 

Total

Average

Purchased as

Yet Be

 

Number of

Price

Part of Publicly

Purchased

 

Period

Shares

Paid per

Announced

Under the

 

(In thousands, except per share amounts)

    

Repurchased

    

Share (1)

    

Program

    

Program (2)

 

April 1 - April 30

$

280,645

May 1 - May 31

3

$

2.84

280,645

June 1 - June 30

145

$

2.35

280,645

(1) Shares were withheld from employees and directors to satisfy certain tax withholding obligations due in connection with grants of shares under our 2013 Stock Plan and 2016 Stock Plan. Each of the 2016 Stock Plan, the 2013 Stock Plan, the 2003 Employee Stock Plan and the 1999 Stock Option Plan for Non-Employee Directors provide for the withholding of shares to satisfy tax obligations, but do not specify a maximum number of shares that can be withheld for this purpose. These shares were not purchased as part of a publicly announced program to purchase common shares.

(2) In August 2015, our Board of Directors authorized a share repurchase program under which we may repurchase up to $400.0  million of our common shares in the open market or in privately negotiated transactions. The program was renewed by the Board in February 2019. Through June 30, 2019, we repurchased 14.0 million of our common shares for an aggregate purchase price of approximately $119.4 million under this program. As of June 30, 2019, we had $280.6 million that remained authorized under the program that may be used to repurchase shares. The repurchased shares, which are held by our subsidiaries, are registered and tradable subject to applicable securities law limitations and have the same voting, dividend and other rights as other outstanding shares. As of June 30, 2019, our subsidiaries held 52.8 million of our common shares.

    

    

    

    

    

    

Approximated

Total Number

Dollar Value of

of Shares

Shares that May

Total

Average

Purchased as

Yet Be

Number of

Price

Part of Publicly

Purchased

Period

Shares

Paid per

Announced

Under the

(In thousands, except per share amounts)

    

Repurchased

    

Share (1)

    

Program

    

Program (2)

April 1 - April 30

$

May 1 - May 31

$

10,000

June 1 - June 30

4

$

19.63

9,921

(1) In May 2019, our Board of Directors authorized a share repurchase program under which we may repurchase, from time to time, up to $10.0 million of our mandatory convertible preferred shares in the open market or in privately negotiated transactions. During the three months ended June 30, 2019, we repurchased and canceled 4,000 mandatory convertible preferred shares for an aggregate purchase price of approximately $.08 million.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

53

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.

    

Description

31.1

Rule 13a-14(a)/15d-14(a) Certification of Anthony G. Petrello, Chairman, President and Chief Executive Officer*

31.2

Rule 13a-14(a)/15d-14(a) Certification of William Restrepo, Chief Financial Officer*

32.1

Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Anthony G. Petrello, Chairman, President and Chief Executive Officer and William Restrepo, Chief Financial Officer.*

101.INS

Inline XBRL Instance Document*

101.SCH

Inline XBRL Schema Document*

101.CAL

Inline XBRL Calculation Linkbase Document*

101.LAB

Inline XBRL Label Linkbase Document*

101.PRE

Inline XBRL Presentation Linkbase Document*

101.DEF

Inline XBRL Definition Linkbase Document*

* Filed herewith.

54

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NABORS INDUSTRIES LTD.

By:

/s/ ANTHONY G. PETRELLO

Anthony G. Petrello

Chairman, President and

Chief Executive Officer

(Principal Executive Officer)

By:

/s/ WILLIAM RESTREPO

William Restrepo

Chief Financial Officer

(Principal Financial Officer and Accounting Officer)

Date:

July 31, 2019

55

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