-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSdJbyREHzkvqKgNr6rteP3Wye0d8PrPurM6D+8A6mrMx4trQEtAZAJUhjzrfiy+ fBq53NvI1Q89p8SMYEu/MA== 0000950129-02-003614.txt : 20020719 0000950129-02-003614.hdr.sgml : 20020719 20020718142926 ACCESSION NUMBER: 0000950129-02-003614 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NABORS INDUSTRIES LTD CENTRAL INDEX KEY: 0001163739 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49887 FILM NUMBER: 02705604 BUSINESS ADDRESS: STREET 1: C/O NABORS INDUSTRIES INC STREET 2: 515 WEST GREENS ROAD CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2818740035 MAIL ADDRESS: STREET 1: C/O NABORS INDUSTRIES INC STREET 2: 515 WEST GREENS ROAD CITY: HOUSTON STATE: TX ZIP: 77067 8-K 1 h98390e8vk.txt NABORS INDUSTRIES LTD - DATE OF REPORT: 07/18/2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2002 NABORS INDUSTRIES LTD. (Exact name of registrant as specified in its charter) Bermuda 000-49887 980363970 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) c/o The Corporate Secretary Ltd. White Park House Whitepark Road Bridgetown, Barbados N/A (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (246) 427-8617 N/A (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On July 18, 2002, Nabors Industries Ltd. issued a press release announcing the results of its second quarter 2002. A copy of the press release is filed as an exhibit to this report and is incorporated in this report by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release of July 18, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NABORS INDUSTRIES LTD. Date: July 18, 2002 By: /s/ Daniel McLachlin ----------------------------------- Daniel McLachlin Vice President--Administration and Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Nabors Industries Ltd. dated July 18, 2002 EX-99.1 3 h98390exv99w1.txt PRESS RELEASE DATED JULY 18, 2002 EXHIBIT 99.1 - -------------------------------------------------------------------------------- [NABORS INDUSTRIES LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- NABORS REPORTS IN LINE WITH NET INCOME AT $0.17 PER DILUTED SHARE. BRIDGETOWN, BARBADOS, JULY 18, 2002, NABORS INDUSTRIES LTD. (AMEX: NBR), today announced its results for the second quarter and six months ended June 30, 2002. Income derived from operating activities was $37.5 million for the quarter compared to $160.9 million in the second quarter of last year and $61.1 million in the first quarter of this year. Net income was $25.4 million ($0.17 per diluted share) compared to $104.0 million ($0.63 per diluted share) in the prior year and $41.9 million ($0.28 per diluted share) in the first quarter. Operating revenues were $346.1 million compared to $601.5 million in the prior year and $375.9 million in the first quarter of this year. For the six months ended June 30, 2002, income derived from operating activities was $98.6 million compared to $284.9 million in 2001. Net income and operating revenues were $67.4 million ($0.45 per diluted share) and $722.0 million, respectively compared to $187.2 million ($1.14 per diluted share) and $1,132.4 million, respectively for the first six months of 2001. Gene Isenberg, Nabors' Chairman and Chief Executive Officer commented on the results. "Overall the current quarter was in line with our expectations in view of the anticipated weaker environment in some of our key markets. Compared to the first quarter of this year the largest decrease occurred in our Canadian operations, where a protracted spring thaw had a much larger impact on our consolidated results given the quadrupling of our exposure to this market over the last year as a result of two strategic acquisitions. Canada has become increasingly important to the industry's ability to meet North American natural gas demand and several of our US based customers are increasing their presence and focus on this market. The investment climate in Canada has also improved significantly as both the Federal and Provincial governments have instituted programs to lower corporate tax rates. Our US Lower 48 land drilling unit also declined significantly compared to the first quarter, although not as much as anticipated. Alaska also was seasonally down compared to first quarter as a very active winter exploratory season ended and development activity was further curtailed by a major operator. We experienced stability in our US Lower 48 workover/well servicing business, as oil prices recovered from the lower levels of late 2001. Our land and offshore businesses outside of North America are in the midst of a significant secular uptrend that began to reflect in our results mid-year 2001, although sequential improvement was interrupted by nonrecurring costs and timing issues during the quarter. Our Gulf of Mexico offshore unit was essentially flat compared to the first quarter, as was our marine transportation business, which continues to see high utilization and stable pricing among the newer "Super 200" vessels. The remainder of our manufacturing, technology and logistics businesses posted lower results in proportion to the lower level of activity in our US-based businesses. Looking forward, we expect improvements in most of our operations through the end of the year with the largest coming from our Canadian and international units. The anticipated improvement in Canada is a result of a seasonal increase in activity and a full quarter of contribution from the recent Enserco acquisition. Our markets outside of North America have a very favorable near-term outlook, particularly in our offshore markets. We are currently deploying a newly acquired jackup to Mexico and have numerous near-term prospects for our platform rigs. We also expect to secure a contract for the jackup we acquired in February, commensurate with the late-year completion of upgrades currently being performed at a Middle East shipyard. The next few quarters should see steady improvement in land drilling as the contribution of recently initiated contracts in Saudi Arabia and Yemen begin to contribute more fully. Latin America as a whole remains lackluster although we are seeing occasional opportunities offshore and for our deeper rigs on land. We continue to see strong bid flow internationally, which further bolsters our bullish long-term view of this unit. In the US Gulf of Mexico, we expect a modest improvement in third quarter with a more meaningful increase likely in fourth quarter. The remainder of our businesses, primarily those that are largely directed at the North American gas markets, are stable and we anticipate improving market conditions throughout the year, although probably at a slightly slower pace than previously expected. I believe this quarter will be the low point in our results for this cycle and I am optimistic that the inevitable upturn in our North American gas-directed markets will be even more meaningful to Nabors as a result of our increased presence in Canada. This, coupled with the continued strength of our businesses outside of North America, indicates even higher potential for us compared to previous cyclical upturns." The Nabors companies own and operate over 530 land drilling and 933 land workover and well-servicing rigs worldwide. Offshore, Nabors operates 44 platform, 16 jack-ups, and three barge rigs in the domestic and international markets. Nabors also operates 30 marine transportation and support vessels in the Gulf of Mexico. In addition, Nabors manufactures top drives and drilling instrumentation systems and provides comprehensive oilfield hauling, engineering, civil construction, logistics and facilities maintenance, and project management services. Nabors participates in most of the significant oil, gas and geothermal markets in the world. ================================================================================ Nabors Industries Ltd. stock is listed on the American Stock Exchange (NBR). For further information or to request investor materials please contact Nabors Industries Ltd., in Barbados through our website at www.nabors.com. Alternatively, you may also contact Nabors Corporate Services Inc., Mr. Dennis A. Smith, Director of Corporate Development at (281) 775-8038. NABORS INDUSTRIES LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED) -------------------------------------------------------------------- THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------------ ----------------------------- 2002 2001 2002 2001 ----------- ---------- ---------- ---------- Revenues and other income: Operating revenues $ 346,088 $ 601,484 $ 721,959 $1,132,404 Earnings from unconsolidated affiliates 10,430 9,996 21,396 20,243 Interest income 8,142 15,676 17,393 28,936 Other income, net 2,649 3,056 3,146 12,324 ---------- ---------- ---------- ---------- Total revenues and other income 367,309 630,212 763,894 1,193,907 ---------- ---------- ---------- ---------- Costs and other deductions: Direct costs 238,190 366,034 487,623 706,356 General and administrative expenses 32,824 33,814 65,490 66,900 Depreciation and amortization 47,984 50,746 91,665 94,476 Interest expense 14,418 14,513 29,033 26,977 ---------- ---------- ---------- ---------- Total costs and other deductions 333,416 465,107 673,811 894,709 ---------- ---------- ---------- ---------- Income before income taxes 33,893 165,105 90,083 299,198 ---------- ---------- ---------- ---------- Income taxes: Current 2,514 11,388 6,957 26,323 Deferred 5,959 49,702 15,764 85,722 ---------- ---------- ---------- ---------- Total income taxes 8,473 61,090 22,721 112,045 ---------- ---------- ---------- ---------- Net income $ 25,420 $ 104,015 $ 67,362 $ 187,153 ========== ========== ========== ========== Earnings per share (1): Basic $ .18 $ .71 $ .47 $ 1.28 Diluted $ .17 $ .63 $ .45 $ 1.14 Weighted average number of shares outstanding: Basic 142,778 146,539 141,874 146,617 ---------- ---------- ---------- ---------- Diluted 150,041 173,309 148,351 171,796 ---------- ---------- ---------- ---------- Income derived from operating activities (2) $ 37,520 $ 160,886 $ 98,577 $ 284,915 ========== ========== ========== ==========
(1) See "Computation of Per Share Earnings" included as a separate schedule. (2) Income derived from operating activities is computed by: subtracting direct costs, general and administrative expenses, and depreciation and amortization expense from Operating revenues and then adding Earnings from unconsolidated affiliates. Such amounts should not be used as a substitute to those amounts reported under accounting principles generally accepted in the United States of America. However, management does evaluate the performance of its business units and the consolidated company based on income derived from operating activities because it believes that this financial measure is an accurate reflection of the ongoing profitability of our company. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2002 AND DECEMBER 31, 2001 (IN THOUSANDS, EXCEPT RATIOS)
(UNAUDITED) JUNE 30, DECEMBER 31, 2002 2001 ---------- ------------ ASSETS Cash and marketable securities $ 552,583 $ 541,612 Accounts receivable, net 297,261 361,086 Other current assets 137,479 128,248 ---------- ---------- Total current assets 987,323 1,030,946 Marketable securities 236,915 377,025 Property, plant and equipment, net 2,789,149 2,433,247 Goodwill, net 302,731 199,048 Other long-term assets 116,660 111,649 ---------- ---------- Total assets $4,432,778 $4,151,915 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term obligations $ 3,565 $ 2,510 Other current liabilities 276,025 327,620 ---------- ---------- Total current liabilities 279,590 330,130 Long-term obligations 1,582,183 1,567,616 Other long-term liabilities 407,162 396,303 ---------- ---------- Total liabilities 2,268,935 2,294,049 Stockholders' equity 2,163,843 1,857,866 ---------- ---------- Total liabilities and stockholders' equity $4,432,778 $4,151,915 ========== ========== Total cash and marketable securities $ 789,498 $ 918,637 Working capital $ 707,733 $ 700,816 Funded debt to capital ratio: - Gross 0.42 : 1 0.46 : 1 - Net of cash and marketable securities 0.27 : 1 0.26 : 1 Interest coverage ratio: 9.5 : 1 13.3 : 1
COMPUTATION OF PER SHARE EARNINGS THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) A reconciliation of the numerators and denominators of the basic and diluted earnings per share computations is as follows:
(UNAUDITED) -------------------------------------------------------------------- THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------------- --------------------------------- 2002 2001 2002 2001 -------------- ------------- ------------ ----------------- Net Income (numerator): Net income - basic $ 25,420 $104,015 $ 67,362 $187,153 Add interest expense on assumed conversion of our zero coupon convertible senior debentures, net of tax (1): $825 million due 2020 - 2,009 - 4,005 $1.381 billion due 2021 - 3,311 - 5,311 -------- -------- -------- -------- Adjusted net income - diluted $ 25,420 $109,335 $ 67,362 $196,469 -------- -------- -------- -------- Earnings per share: Basic $ .18 $ .71 $ .47 $ 1.28 Diluted $ .17 $ .63 $ .45 $ 1.14 Shares (denominator): Weighted average number of shares outstanding - basic 142,778 146,539 141,874 146,617 Net effect of dilutive stock options and warrants based on the treasury stock method 7,263 8,140 6,477 8,438 Assumed conversion of our zero coupon convertible senior debentures (1): $825 million due 2020 - 8,859 - 8,859 $1.381 billion due 2021 - 9,771 - 7,882 -------- -------- -------- -------- Weighted average number of shares outstanding-diluted 150,041 173,309 148,351 171,796 -------- -------- -------- --------
(1) Diluted earnings per share for 2001, reflects the assumed conversion of our $825 million and $1.381 billion zero coupon convertible senior debentures, as the conversion in that period would have been dilutive. Diluted earnings per share for 2002, does not reflect the assumed conversion of our $825 million and $1.381 billion zero coupon convertible senior debentures, as the conversion in that period would have been anti-dilutive. -----END PRIVACY-ENHANCED MESSAGE-----