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): August 8, 2003
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.)
2nd Fl. International Trading Centre
Warrens
PO Box 905E
St. Michael, Barbados N/A
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (246) 421-9471
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
The Securities and Exchange Commission recently issued Regulation G and
amended Item 10 of Regulation S-K concerning the use of non-GAAP financial
measures (the "Regulations"). The Regulations became effective March 28, 2003.
Subsequent to its last fiscal year ended but prior to the effective date of the
Regulations, Nabors Industries Ltd. (the "Company") filed a Current Report on
Form 8-K on January 30, 2003, amended by a Current Report on Form 8-K/A filed on
January 31, 2003, and furnished a Current Report on Form 8-K on January 31, 2003
(the "Current Reports"), each of which included financial information. In
anticipation of the filing of one or more registration statements under the
Securities Act of 1933, including a registration statement relating to the
resale of the Company's Zero Coupon Senior Exchangeable Notes Due 2023, that
will incorporate the Current Reports by reference, the Company is filing this
Current Report on Form 8-K solely for the purpose of conforming certain
information included in the Current Reports to the requirements of the
Regulations.
The Company presented its cash flow derived from operating activities for
all quarterly and annual periods presented in the Current Reports. The
components of cash flow derived from operating activities are computed using
amounts determined in accordance with accounting principles generally accepted
in the United States of America ("GAAP"). Cash flow derived from operating
activities is computed by: subtracting direct costs and general and
administrative expenses from Operating revenues and then adding Earnings from
unconsolidated affiliates.
As part of this Current Report on Form 8-K, we are providing the
reconciliation below, for all quarterly and annual periods presented in the
Current Reports, of cash flow derived from operating activities, which is a
"non-GAAP" financial measure under Regulation G, to net cash provided by
operating activities from our consolidated statements of cash flows, which is
the most comparable GAAP financial measure.
The Company included its cash flow derived from operating activities in
the Current Reports because management evaluates the performance of its business
units based on several criteria, including cash flow derived from operating
activities, and because it believes this financial measure is an accurate
reflection of the ongoing performance of our business units.
2001
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1Q 2Q 3Q 4Q FULL YEAR
--------- --------- --------- --------- ---------
(IN THOUSANDS)
Net cash provided by operating activities from our
consolidated statements of cash flows $ 61,954 $ 179,003 $ 268,254 $ 185,874 $ 695,085
Interest expense 12,464 14,513 15,395 18,350 60,722
Interest income (13,260) (15,676) (13,636) (11,401) (53,973)
Other income, net (9,268) (3,056) (5,400) (10,926) (28,650)
Current income tax expense 14,935 11,388 27,503 29,892 83,718
Deferred financing costs amortization (179) (251) (1,180) (4,729) (6,339)
Discount amortization on long-term debt (6,343) (8,444) (8,496) (8,549) (31,832)
Amortization of loss on cash flow hedges -- -- -- -- --
Gains (losses) on long-term assets, net 4,427 561 4,816 442 10,246
Gains (losses) on marketable securities 3,862 3,353 904 (8,593) (474)
Loss on derivative instruments -- -- -- -- --
Sales of marketable securities, trading -- -- -- -- --
Foreign currency transaction gains (losses) 482 (185) 350 (228) 419
Gain (loss) on early extinguishment of debt -- -- -- 15,330 15,330
Equity in earnings (losses) of unconsolidated affiliates,
net of dividends 8,038 4,904 (136) 3,027 15,833
Decrease (increase), net of effects from acquisitions,
from changes in balance sheet accounts 90,647 25,522 (68,476) (82,171) (34,478)
--------- --------- --------- --------- ---------
Cash flow derived from operating activities $ 167,759 $ 211,632 $ 219,898 $ 126,318 $ 725,607
========= ========= ========= ========= =========
2002
--------------------------------------------------------------
1Q 2Q 3Q 4Q FULL YEAR
--------- -------- -------- -------- ---------
(IN THOUSANDS)
Net cash provided by operating activities from our
consolidated statements of cash flows $ 103,363 $ 91,322 $ 91,004 $ 86,756 $ 372,445
Interest expense 14,615 14,418 17,772 20,263 67,068
Interest income (9,251) (8,142) (8,145) (8,548) (34,086)
Other income, net (497) (2,649) 994 (1,556) (3,708)
Current income tax expense 4,443 2,514 1,774 1,454 10,185
Deferred financing costs amortization (1,098) (1,098) (1,598) (1,328) (5,122)
Discount amortization on long-term debt (7,597) (7,673) (7,661) (7,859) (30,790)
Amortization of loss on cash flow hedges -- -- -- (50) (50)
Gains (losses) on long-term assets, net (106) (722) (298) 5,696 4,570
Gains (losses) on marketable securities 2,474 476 (564) 491 2,877
Loss on derivative instruments -- -- -- (1,983) (1,983)
Sales of marketable securities, trading -- -- -- -- --
Foreign currency transaction gains (losses) (217) 2,524 (368) (1,453) 486
Gain (loss) on early extinguishment of debt (202) -- -- -- (202)
Equity in earnings (losses) of unconsolidated affiliates,
net of dividends 3,439 (1,315) (58) 2,834 4,900
Decrease (increase), net of effects from acquisitions,
from changes in balance sheet accounts (4,628) (4,151) (8,632) (3,766) (21,177)
--------- -------- -------- -------- ---------
Cash flow derived from operating activities $ 104,738 $ 85,504 $ 84,220 $ 90,951 $ 365,413
========= ======== ======== ======== =========
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: August 8, 2003 By: /s/ Bruce P. Koch
--------------------------------
Bruce P. Koch
Vice President and
Chief Financial Officer