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8-K - 8-K - NABORS INDUSTRIES LTDa15-7532_38k.htm
EX-10.3 - EX-10.3 - NABORS INDUSTRIES LTDa15-7532_3ex10d3.htm
EX-10.6 - EX-10.6 - NABORS INDUSTRIES LTDa15-7532_3ex10d6.htm
EX-10.5 - EX-10.5 - NABORS INDUSTRIES LTDa15-7532_3ex10d5.htm
EX-10.1 - EX-10.1 - NABORS INDUSTRIES LTDa15-7532_3ex10d1.htm
EX-10.4 - EX-10.4 - NABORS INDUSTRIES LTDa15-7532_3ex10d4.htm
EX-10.2 - EX-10.2 - NABORS INDUSTRIES LTDa15-7532_3ex10d2.htm

Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

On March 24, 2015, following the separation of the completion and production services business of Nabors Industries Ltd. (“Nabors” and such business, the “C&P Business”) from its other businesses, the C&P Business, which was held by Nabors Red Lion Limited, a wholly-owned subsidiary of Nabors (“Red Lion”), was combined with C&J Energy Services, Inc. (“C&J”) and the previously wholly-owned subsidiary that holds the C&P Business was renamed C&J Energy Services Ltd. (the “Merger”).  As a result of the Merger, Nabors owns approximately 53% of the issued and outstanding common shares of C&J Energy Services Ltd.

 

The following unaudited pro forma condensed consolidated financial information (the “unaudited pro forma statements”) is based on the historical financial statements of Nabors after giving effect to the Merger.  These unaudited pro forma statements give effect to the Merger based on the adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.

 

The unaudited pro forma condensed consolidated balance sheet is presented as if the Merger was completed as of December 31, 2014, and the unaudited pro forma condensed consolidated statement of income (loss) is presented as if the Merger was completed on January 1, 2014.

 

The unaudited pro forma statements have been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. The unaudited pro forma statements are not intended to represent or be indicative of the financial condition or results of operations that might have occurred had the Merger occurred as of the dates stated above, and further should not be taken as representative of the future financial condition or results of operations.  The pro forma adjustments are described in the notes.

 

The unaudited pro forma statements should be read in conjunction with the audited financial statements and notes and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Nabors’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 



 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

 

As of December 31, 2014

(in thousands)

 

 

 

 

 

Pro Forma

 

 

 

Historical Nabors
Industries Ltd.
Consolidated

 

Deconsolidation
of Nabors Red
Lion Limited (a)

 

Pro Forma
Adjustments

 

Pro Forma
Nabors
Industries Ltd.

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

501,149

 

$

28,401

 

$

674,166

(b)

$

1,146,914

 

Short-term investments

 

35,020

 

 

 

35,020

 

Assets held for sale

 

146,467

 

 

 

146,467

 

Accounts receivable, net

 

1,517,503

 

454,822

 

 

1,062,681

 

Inventory

 

230,067

 

47,588

 

 

182,479

 

Deferred income taxes

 

118,230

 

5,222

 

 

113,008

 

Other current assets

 

193,438

 

13,823

 

 

179,615

 

Total current assets

 

2,741,874

 

549,856

 

674,166

 

2,866,184

 

Long-term investments

 

2,806

 

 

 

2,806

 

Property, plant and equipment, net

 

8,599,125

 

1,265,774

 

 

7,333,351

 

Goodwill

 

173,928

 

92,112

 

 

81,816

 

Investment in unconsolidated affiliates

 

58,251

 

10,180

 

711,728

(c)

759,799

 

Other long-term assets

 

303,958

 

13,305

 

 

290,653

 

Total assets

 

$

11,879,942

 

$

1,931,227

 

$

1,385,894

 

$

11,334,609

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Current debt

 

$

6,190

 

$

 

$

 

$

6,190

 

Trade accounts payable

 

780,060

 

209,094

 

 

570,966

 

Accrued liabilities

 

728,004

 

46,501

 

2,326

(d)

683,829

 

Affiliate payable

 

 

80,556

 

80,556

(e)

 

Affiliate note payable

 

 

953,070

 

953,070

(e)

 

Income taxes payable

 

53,221

 

2,661

 

 

50,560

 

Total current liabilities

 

1,567,475

 

1,291,882

 

1,035,952

 

1,311,545

 

Long-term debt

 

4,348,859

 

 

 

4,348,859

 

Other long-term liabilities

 

601,816

 

 

 

601,816

 

Deferred income taxes

 

443,003

 

323,003

 

 

120,000

 

Total liabilities

 

6,961,153

 

1,614,885

 

1,035,952

 

6,382,220

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

Common stock

 

328

 

12

 

12

(f)

328

 

Capital in excess of par value

 

2,452,261

 

665,580

 

665,580

(f)

2,452,261

 

Accumulated other comprehensive income

 

77,522

 

8,064

 

 

69,458

 

Retained earnings

 

3,573,172

 

(357,459

)

(315,650

)(g)

3,614,981

 

Less: treasury shares, at cost

 

(1,194,664

)

 

 

(1,194,664

)

Total shareholders’ equity

 

4,908,619

 

316,197

 

349,942

 

4,942,364

 

Noncontrolling interest

 

10,170

 

145

 

 

10,025

 

Total equity

 

4,918,789

 

316,342

 

349,942

 

4,952,389

 

Total liabilities and equity

 

$

11,879,942

 

$

1,931,227

 

$

1,385,894

 

$

11,334,609

 

 



 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

 

For the Year Ended December 31, 2014

(in thousands, except per share data)

 

 

 

 

 

Pro Forma

 

 

 

Historical Nabors
Industries Ltd.
Consolidated

 

Deconsolidation
of Nabors Red
Lion Limited (a)

 

Pro Forma
Adjustments

 

Pro Forma
Nabors
Industries Ltd.

 

 

 

 

 

 

 

 

 

 

 

Revenues and other income:

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

6,804,197

 

$

2,252,885

 

$

 

$

4,551,312

 

Earnings (losses) from unconsolidated affiliates

 

(6,301

)

462

 

(153,077

)(h)

(159,840

)

Investment income (loss)

 

11,831

 

121

 

 

11,710

 

Total revenues and other income

 

6,809,727

 

2,253,468

 

(153,077

)

4,403,182

 

 

 

 

 

 

 

 

 

 

 

Costs and other deductions:

 

 

 

 

 

 

 

 

 

Direct costs

 

4,505,064

 

1,824,269

 

 

2,680,795

 

General and administrative expenses

 

549,734

 

159,722

 

33,020

(i)

423,032

 

Depreciation and amortization

 

1,145,100

 

223,726

 

 

921,374

 

Interest expense

 

177,948

 

1,090

 

1,090

(j)

177,948

 

Losses (gains) on sales and disposals of long-lived assets and other expense (income), net

 

9,073

 

2,387

 

 

6,686

 

Impairments and other charges

 

1,027,423

 

363,578

 

(17,213

)(k)

646,632

 

Total costs and other deductions

 

7,414,342

 

2,574,772

 

16,897

 

4,856,467

 

Income (loss) from continuing operations before income taxes

 

(604,615

)

(321,304

)

(169,974

)

(453,285

)

Income tax expense (benefit):

 

62,666

 

12,899

 

6,421

(l)

56,188

 

Subsidiary preferred stock dividend

 

1,984

 

5,084

 

3,100

(m)

 

Income (loss) from continuing operations, net of tax

 

(669,265

)

(339,287

)

(179,495

)

(509,473

)

Less: Net (income) loss attributable to noncontrolling interest

 

(1,415

)

(241

)

 

(1,174

)

Net income (loss) attributable to Nabors

 

$

(670,680

)

$

(339,528

)

$

(179,495

)

$

(510,647

)

 

 

 

 

 

 

 

 

 

 

Earnings (losses) per share:

 

 

 

 

 

 

 

 

 

Basic from continuing operations

 

$

(2.28

)

 

 

 

 

$

(1.76

)

Diluted from continuing operations

 

$

(2.28

)

 

 

 

 

$

(1.76

)

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

290,694

 

 

 

 

 

290,694

 

Diluted

 

290,694

 

 

 

 

 

290,694

 

 



 


(a)  Reflects the deconsolidation of Red Lion’s assets and liabilities at their carrying amounts at December 31, 2014 and Red Lion’s operations for the year ended December 31, 2014.

 

(b)  Reflects the adjustment to cash for cash received from C&J in connection with the Merger, as well as the Red Lion cash balance at December 31, 2014 to be retained by Nabors after the deconsolidation of Red Lion. These amounts were reduced by the payment of estimated Merger-related transaction costs, including costs incurred as of December 31, 2014 as well as costs incurred subsequent to the balance sheet date.

 

Cash consideration

 

$

688,078

 

Red Lion cash

 

28,401

 

Estimated Merger-related transaction costs

 

(42,313

)

 

 

$

674,166

 

 

(c)   Reflects the investment in the newly formed company C&J Energy Services Ltd.

 

Stock Consideration (in thousands, except share price):

 

Red Lion common shares issued to Nabors

 

62,542

 

C&J closing stock price on March 23, 2015

 

$

11.38

 

 

 

$

711,728

 

 

(d)   Represents liabilities to be retained by Nabors after the deconsolidation of Red Lion.

 

(e)   Reflects the repayment of Intercompany Notes in connection with the deconsolidation of Red Lion.  Pursuant to the Separation Agreement, Nabors contributed $162.8 million and Red Lion subsidiaries repaid $87.2 million of the Intercompany Notes, such that the remaining balance owed under the Intercompany Notes following such contribution and repayment was approximately $688 million. The portion of the Intercompany Notes not previously contributed by Nabors or paid by Red Lion subsidiaries was repaid in connection with the Closing, using the cash proceeds received from C&J of $688 million as described in note (b).

 

(f)    Represents the adjustment needed to reflect the current Nabors equity structure, which includes the associated common stock and additional paid in capital reflected in the Red Lion consolidated balance sheet.

 

(g)   Represents the adjustments to retained earnings to reflect the net impact of amounts as a result of the pro forma adjustments column, including an estimated net gain of $35.9 million on the Merger.

 

(h)   Represents Nabors’ 53% investment in the newly formed company C&J Energy Services Ltd., which combines the historical operating results of Red Lion and C&J as though the Merger occurred on January 1, 2014.

 

(i)    Represents management fees allocated to Red Lion for accounting, treasury, human resources, IT and tax and legal services provided by Nabors.  These fees are determined based upon headcount, revenues and assets relative to other Nabors subsidiaries and the Nabors corporate cost structure.  Such fees are consolidated within Nabors and as such, should be adjusted from the Red Lion statement of income.

 

(j)    Represents interest expense to be retained by Nabors after the deconsolidation of Red Lion.

 

(k)   Represents the removal of non-recurring charges for transaction costs incurred by Nabors during the year ended December 31, 2014 related to the Merger, including professional fees and other costs incurred to reorganize the business in contemplation of the Merger.

 

(l)    Reflects income tax expense (benefit) related to income (loss) from continuing operations before income taxes generated by the pro forma adjustments based upon an estimate of the effective tax rate.

 

(m)  Reflects the elimination of preferred stock dividends attributable to preferred stockholders of Red Lion.