SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM_____TO_____
ROWAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5491 75-0759420
(State or other jurisdiction of Commission File (I.R.S. Employer
incorporation or organization) Number Identification No.)
5450 TRANSCO TOWER, 2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056-6196
(Address of principal executive offices) (Zip Code)
(713) 621-7800
Registrant's telephone number, including area code
INAPPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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 [X] No [ ]
The number of shares of common stock, $.125 par value, outstanding at April 30,
1999 was 83,073,157.
ROWAN COMPANIES, INC.
INDEX
PAGE NO.
--------
PART I. Financial Information:
Consolidated Balance Sheet --
March 31, 1999 and December 31, 1998..............2
Consolidated Statement of Operations --
Three Months Ended March 31, 1999
and 1998..........................................4
Consolidated Statement of Cash Flows --
Three Months Ended March 31, 1999
and 1998..........................................5
Notes to Consolidated Financial Statements........6
Management's Discussion and Analysis
of Financial Condition and Results
of Operations.....................................8
PART II. Other Information:
Submission of Matters to a Vote
of Security Holders..............................12
Exhibits and Reports on Form 8-K.................12
PART I. FINANCIAL INFORMATION
ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
March 31, December 31,
1999 1998
---------- ----------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents .................................. $ 106,652 $ 148,834
Receivables - trade and other .............................. 72,233 81,097
Inventories - at cost:
Raw materials and supplies ............................... 92,127 84,797
Work-in-progress ......................................... 12,135 26,494
Finished goods ........................................... 3,189 2,625
Prepaid expenses ........................................... 8,238 10,478
Deferred tax assets - net .................................. 16,827 11,327
---------- ----------
Total current assets ................ 311,401 365,652
---------- ----------
PROPERTY, PLANT AND EQUIPMENT - at cost:
Drilling equipment ......................................... 1,260,389 1,238,361
Aircraft and related equipment ............................. 214,112 211,313
Manufacturing plant and equipment .......................... 77,097 75,949
Construction in progress ................................... 162,637 127,075
Other property and equipment ............................... 110,872 108,353
---------- ----------
Total ............................... 1,825,107 1,761,051
Less accumulated depreciation and amortization ............. 895,386 883,854
---------- ----------
Property, plant and equipment - net 929,721 877,197
---------- ----------
OTHER ASSETS AND DEFERRED CHARGES ............................ 6,420 6,259
---------- ----------
TOTAL ............................... $1,247,542 $1,249,108
========== ==========
See Notes to Consolidated Financial Statements.
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March 31, December 31,
1999 1998
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
Current maturities of long-term debt ................................... $ 12,756 $ 12,756
Accounts payable - trade ............................................... 17,805 17,744
Other current liabilities .............................................. 41,720 49,093
---------- ----------
Total current liabilities ................................. 72,281 79,593
---------- ----------
LONG-TERM DEBT - less current maturities ..................................... 324,694 310,250
---------- ----------
OTHER LIABILITIES ............................................................ 54,266 51,264
---------- ----------
DEFERRED CREDITS:
Income taxes - net ..................................................... 75,818 75,255
Gain on sale/leaseback transactions .................................... 1,961 2,750
---------- ----------
Total deferred credits .................................... 77,779 78,005
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized 5,000,000 shares issuable in series:
Series III Preferred Stock, authorized
10,300 shares, none outstanding
Series A Preferred Stock, authorized 4,800 shares,
none outstanding
Series A Junior Preferred Stock, authorized
1,500,000 shares, none issued
Common stock, $.125 par value:
Authorized 150,000,000 shares; issued 88,791,976 shares at
March 31, 1999 and 88,752,976 shares at December 31, 1998 .......... 11,099 11,094
Additional paid-in capital ................................................... 421,548 420,767
Retained earnings ............................................................ 347,209 357,211
Less cost of 5,759,319 and 5,509,319 treasury shares, respectively ........... 61,334 59,076
---------- ----------
Total stockholders' equity ................................ 718,522 729,996
---------- ----------
TOTAL ..................................................... $1,247,542 $1,249,108
========== ==========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
For The Three Months
Ended March 31,
----------------------
1999 1998
--------- ---------
(Unaudited)
REVENUES:
Drilling services .............................. $ 60,953 $ 124,225
Manufacturing sales and services ............... 20,020 37,477
Aviation services .............................. 19,080 22,212
--------- ---------
Total .......................... 100,053 183,914
--------- ---------
COSTS AND EXPENSES:
Drilling services .............................. 53,940 48,511
Manufacturing sales and services ............... 20,170 30,924
Aviation services .............................. 22,188 23,580
Depreciation and amortization .................. 13,115 11,879
General and administrative ..................... 4,844 4,503
--------- ---------
Total .......................... 114,257 119,397
--------- ---------
INCOME (LOSS) FROM OPERATIONS ........................ (14,204) 64,517
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense ............................... (4,992) (4,277)
Less interest capitalized ...................... 2,073 3,425
Gain on disposals of property, plant
and equipment ................................ 698 477
Interest income ................................ 1,550 1,702
Other - net .................................... 174 131
--------- ---------
Other income (expense) - net ... (497) 1,458
--------- ---------
INCOME (LOSS) BEFORE INCOME TAXES .................... (14,701) 65,975
Provision (credit) for income taxes ............ (4,699) 23,216
========= =========
NET INCOME (LOSS) .................................... $ (10,002) $ 42,759
========= =========
EARNINGS (LOSS) PER SHARE OF COMMON STOCK (Note 4):
Basic .......................................... $ (.12) $ .49
========= =========
Diluted ........................................ $ (.12) $ .48
========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
For The Three Months
Ended March 31,
----------------------
1999 1998
--------- ---------
(Unaudited)
CASH PROVIDED BY (USED IN):
Operations:
Net income (loss) .............................................. $ (10,002) $ 42,759
Adjustments to reconcile net income (loss) to net cash
provided by operations:
Depreciation and amortization ............................ 13,115 11,879
Gain on disposals of property, plant and equipment ....... (698) (477)
Compensation expense ..................................... 1,181 1,210
Change in sale/leaseback payable ......................... (1,936) (1,403)
Amortization of sale/leaseback gain ...................... (789) (788)
Provision for pension and postretirement benefits ........ 2,858 1,881
Deferred income taxes .................................... (4,937) 21,001
Other - net .............................................. 36 36
Changes in current assets and liabilities:
Receivables- trade and other ............................. 8,864 9,100
Inventories .............................................. 6,465 (5,811)
Other current assets ..................................... 2,240 (1,569)
Current liabilities ...................................... (5,683) (3,845)
Net changes in other noncurrent assets and liabilities ......... (255) 426
--------- ---------
Net cash provided by operations ...................................... 10,459 74,399
--------- ---------
Investing activities:
Property, plant and equipment additions ........................ (66,821) (68,524)
Proceeds from disposition of investment in 49% owned company ... 19,550
Proceeds from disposals of property, plant and equipment ...... 1,937 668
--------- ---------
Net cash used in investing activities ................................ (64,884) (48,306)
--------- ---------
Financing activities:
Proceeds from borrowings ...................................... 20,822 18,141
Repayments of borrowings ....................................... (6,378) (36,156)
Payments to acquire treasury stock ............................. (2,258)
Other - net .................................................... 57 207
--------- ---------
Net cash provided by (used in) financing activities .................. 12,243 (17,808)
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................... (42,182) 8,285
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ........................... 148,834 108,332
========= =========
CASH AND CASH EQUIVALENTS, END OF PERIOD ................................. $ 106,652 $ 116,617
========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements of the Company included herein have
been prepared without audit pursuant to generally accepted accounting
principles and the rules and regulations of the Securities and Exchange
Commission. Certain information and notes have been condensed or omitted
pursuant to such rules and regulations and the Company believes that the
disclosures included herein are adequate. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and related notes included in the Company's 1998 Annual Report
to Stockholders incorporated by reference in the Form 10-K for the year
ended December 31, 1998.
2. In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments and reclassifications, which
are of a normal recurring nature, necessary to present fairly its financial
position as of March 31, 1999 and December 31, 1998, and the results of its
operations and its cash flows for the three months ended March 31, 1999 and
1998.
3. The results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full year.
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4. Computation of basic and diluted earnings (loss) per share is as follows
(in thousands, except per share amounts):
For The
Three Months Ended
March 31,
-------------------
1999 1998
-------- -------
Weighted average shares of common
stock outstanding ............................... 83,087 86,846
Stock options and related (treasury stock method) . 423 1,550
Shares issuable from assumed conversion
of floating rate subordinated debentures ........ 433 966
-------- -------
Weighted average shares for diluted
earnings per share calculation .................. 83,943 89,362
======== =======
Net income (loss) for basic and diluted calculation $(10,002) $42,759
======== =======
Earnings (loss) per share:
Basic ........................................... $ (.12) $ .49
======== =======
Diluted ......................................... $ (.12) $ .48
======== =======
-7-
ROWAN COMPANIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1998
The Company incurred a net loss of $10.0 million in the first quarter of 1999
compared to net income of $42.8 million in the same period of 1998. Weak oil,
natural gas and other commodity prices caused a substantial decline in the
Company's offshore rig utilization between periods and an unfavorable
contribution from the Company's manufacturing operations.
A comparison of the revenues and operating profit (loss) from drilling,
manufacturing, aviation and consolidated operations for the first quarters of
1999 and 1998, respectively, is reflected below (dollars in thousands):
Drilling Manufacturing Aviation Consolidated
--------------------- -------------------- --------------------- ----------------------
1999 1998 1999 1998 1999 1998 1999 1998
-------- -------- -------- ------- -------- -------- --------- --------
Revenues .................. $ 60,953 $124,225 $ 20,020 $37,477 $ 19,080 $ 22,212 $ 100,053 $183,914
Percent of Consolidated
Revenues ................ 61% 68% 20% 20% 19% 12% 100% 100%
Operating Profit(Loss)(1).. $ (1,340) $ 68,271 $ (1,705) $ 5,324 $ (6,315) $ (4,575) $ (9,360) $ 69,020
______________
(1) Income (loss) from operations before deducting general and administrative
expenses.
As reflected above, the Company's consolidated operating results decreased by
$78.4 million when comparing the first quarters of 1999 and 1998. Day rate
drilling revenues decreased by $63.3 million or 51% as the Company's offshore
fleet was only 49% utilized during the first quarter of 1999, compared to 98% in
the first quarter of 1998, and suffered an 8% decrease in average operating day
rates between periods. Related expenses increased by $5.4 million, or 11%,
between periods, primarily due to the addition of ROWAN GORILLA V costs which,
as a result of a contract dispute, had no offsetting revenues.
The $7.0 million decline shown above in the Company's manufacturing results
between periods primarily reflects the decreased contributions from the
equipment and marine groups. The equipment group continued to suffer the effects
of weak commodity prices, while the marine group's operations were reduced
following the completion, in late-1998, of two Super 116-C rig kits. The
division's external backlog almost doubled during the quarter to $15.7 million
at March 31, 1999, but remained $48.9 million or 76% below the year-ago level.
Manufacturing operations exclude approximately $37.7 million of products and
services provided to the Company's drilling division during the first quarter of
1999, most of which was attributable to construction progress on ROWAN GORILLA
VI and ROWAN GORILLA VII, compared to $22.3 million in the same period of 1998.
The Company's aviation operating results in the first quarter of 1999 were
adversely impacted by the decline in offshore drilling activity in the Gulf of
Mexico, while both periods reflect the normal seasonal slowdown in flying
activity in Alaska.
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Perceptible trends in the offshore drilling markets in which the Company is
currently operating and the number of Company-operated rigs in each of those
markets are as follows:
AREA RIGS PERCEPTIBLE INDUSTRY TRENDS
- ----------------- --------- -----------------------------------------------
Gulf of Mexico 14 Possibility of moderately improving exploration
and development activity
North Sea 6 Significantly reduced levels of drilling
activity for jack-up rigs in the near-term
Eastern Canada 2 Improving demand
Perceptible trends in the principal aviation markets in which the Company is
currently operating and the number of Company-operated aircraft based in each of
those markets are as follows:
AREA AIRCRAFT PERCEPTIBLE INDUSTRY TRENDS
- ----------------- -------- -----------------------------------------------
Alaska 68 Normal seasonal improvement
Gulf of Mexico 46 Moderately improving levels of flight
support activity
The drilling and aviation markets in which the Company competes frequently
experience significant changes in supply and demand. Offshore drilling
utilization and day rates are primarily a function of the demand for drilling
services, as measured by the level of exploration and development expenditures,
and the supply of capable drilling equipment. These expenditures, in turn, are
affected by many factors such as existing and newly discovered oil and natural
gas reserves, political and regulatory policies, seasonal weather patterns,
contractual requirements under leases or concessions, trends in finding and
extraction costs and, probably most influential, oil and natural gas prices. The
Company's aviation operations are also affected by such factors, as flying in
support of offshore energy operations remains a major source of business and
Alaska operations are hampered each winter. The volatile nature of such factors
prevents the Company from being able to accurately predict whether existing
market conditions or the perceptible market trends reflected in the preceding
tables will continue. In response to fluctuating market conditions, the Company
can, as it has done in the past, relocate its drilling rigs and aircraft from
one geographic area to another, but only when the Company believes such moves
are economically justified.
The Company's drilling operations continue to be adversely impacted by the
effects of the dramatic decline in world oil prices throughout 1998 and
early-1999. Most energy companies have significantly reduced their 1999 drilling
budgets and many of the majors are preoccupied with internal merger issues.
Though oil and natural gas prices have strengthened recently and bid activity
for Gulf of Mexico jack-ups has improved, the Company's believes it may take
several months for offshore drilling activity to increase to a level at which
day rates begin to recover. Under current and anticipated market conditions, the
Company's drilling operations may not be profitable during the remainder of
1999. There can be no assurance that the Company's drilling operations will not
be more adversely affected should current market conditions persist or that such
conditions will not deteriorate further.
Though considerably less volatile than its drilling and aviation operations, the
Company's manufacturing operations are being adversely impacted by depressed
world commodity prices. Recently, prices have improved and equipment orders have
increased, though the Company believes that if such trends are not sustained,
its manufacturing operations may not be profitable in 1999.
-9-
LIQUIDITY AND CAPITAL RESOURCES
A comparison of key balance sheet figures and ratios as of March 31, 1999 and
December 31, 1998 is as follows (dollars in thousands):
March 31, December 31,
1999 1998
---- ----
Cash and cash equivalents $106,652 $148,834
Current assets $311,401 $365,652
Current liabilities $72,281 $79,593
Current ratio 4.31 4.59
Long-term debt $324,694 $310,250
Stockholders' equity $718,522 $729,996
Long-term debt/total capitalization .31 .30
Reflected in the comparison above are the effects in the first quarter of 1999
of net cash provided by operations of $10.5 million, capital expenditures of
$66.8 million and net borrowings of $14.4 million.
Capital expenditures during the first quarter were primarily related to
construction of ROWAN GORILLA VI and ROWAN GORILLA VII, each being an enhanced
version of the Company's GORILLA CLASS jack-ups like ROWAN GORILLA V featuring a
combination drilling and production capability. The rigs are being constructed
at the Company's Vicksburg, Mississippi shipyard and should be completed by
mid-2000 and mid-2001, respectively.
The Company is financing up to $171 million of the cost of GORILLA VI through a
12-year bank loan guaranteed by the U. S. Department of Transportation's
Maritime Administration under its Title XI Program. At March 31, 1999, the
Company had drawn down about $81 million under the facility bearing interest at
floating rates averaging 5.36%. The Company intends to pursue outside financing
for GORILLA VII, though there can be no assurance that outside financing will be
available. The Company expects the combined construction cost of GORILLAS V, VI
and VII will be approximately $600 million.
The Company estimates remaining 1999 capital expenditures will be between $100
million and $125 million, including approximately $75-100 million for GORILLAS
VI and VII. The Company may also spend amounts to acquire additional aircraft as
market conditions justify and to upgrade existing offshore rigs and
manufacturing facilities.
At March 31, 1999, the Company had available $45 million under a $155 million
bank revolving credit facility maturing in October 2000. The $110 million
outstanding under the credit line bore interest at 5.34% on March 31, 1999.
Based upon current operating levels and the previously discussed market trends,
management believes that 1999 operations, together with existing working capital
and available financial resources, will generate sufficient cash flow to sustain
planned capital expenditures and debt service requirements at least through the
remainder of 1999.
At March 31, 1999, approximately $151 million of the Company's retained earnings
was available for the payment of dividends under the most restrictive provisions
of the Company's debt agreements.
-10-
The Company believes that its exposure to potential year 2000 ("Y2K")
computer-related problems is limited and the costs associated with readying its
information systems and computer-controlled equipment will not materially impact
its financial position or results of operations.
Over the past several years, the Company has devoted substantial efforts towards
upgrading and enhancing its drilling and aviation information systems as a
matter of course. Such modifications necessarily contemplated Y2K compliance,
the cost of which has been expensed as incurred, but is not separately
identifiable. These upgrades and enhancements are substantially complete and the
Company believes its drilling and aviation information systems will be Y2K
compliant by June 30, 1999.
Modifications to the Company's manufacturing information systems have been
undertaken only during the past few years. The Company estimates the cost of Y2K
compliance for its manufacturing systems will be approximately $2.7 million,
$1.7 million of which has been expensed to date. The Company believes that all
necessary modifications will be completed by mid-1999, though some third party
software installation may slip into the third quarter.
The Company will continue to assess and test its computer-controlled equipment
for Y2K compatibility, but has heretofore discovered no significant
deficiencies. The Company's operations are not highly dependent upon any single
customer or vendor and the Company believes that the risk of a material
interruption in its business as a result of Y2K software problems associated
with a single customer or vendor is remote.
Although the Company expects to be Y2K compliant by the end of the second
quarter, in a "most-reasonably-likely-worst-case-scenario", failure by the
Company or by third parties to fully implement appropriate Y2K plans could
adversely affect the Company's operations.
The Company has not yet deemed necessary any Y2K contingency plans, but will
continue to monitor its own Y2K status as well as that of its customers and
vendors and, if warranted, develop any necessary contingency plans.
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, INCLUDING, WITHOUT LIMITATION,
STATEMENTS AS TO THE EXPECTATIONS, BELIEFS AND FUTURE EXPECTED FINANCIAL
PERFORMANCE OF THE COMPANY THAT ARE BASED ON CURRENT EXPECTATIONS AND ARE
SUBJECT TO CERTAIN RISKS, TRENDS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED BY THE COMPANY. AMONG THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING:
o OIL AND NATURAL GAS PRICES
o THE LEVEL OF OFFSHORE EXPENDITURES BY ENERGY COMPANIES
o THE GENERAL ECONOMY, INCLUDING INFLATION
o WEATHER CONDITIONS IN THE COMPANY'S PRINCIPAL OPERATING AREAS
o ENVIRONMENTAL AND OTHER LAWS AND REGULATIONS
OTHER RELEVANT FACTORS HAVE BEEN DISCLOSED IN THE COMPANY'S FILINGS WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION.
-11-
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders on April 23, 1999, stockholders
elected the three nominees for Class II Director as set forth in the
Company's Proxy Statement relating to the meeting. With respect to such
election, proxies were solicited pursuant to Regulation 14 under the
Securities Exchange Act of 1934 and there was no solicitation in
opposition to such nominees. Of the Company's 83,022,407 shares of
record, 73,647,391 were voted at the meeting in person or by proxy. The
following numbers of votes were cast as to the Class II Director
nominees: R. G. Croyle, 72,716,416 votes for and 930,975 votes withheld;
D. F. McNease, 72,707,195 votes for and 940,196 votes withheld; and Lord
Moynihan, 72,718,257 votes for and 929,134 votes withheld.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following is a list of Exhibits filed with this Form 10-Q:
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
first quarter of fiscal year 1999.
SIGNATURES
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 thereunto duly authorized.
ROWAN COMPANIES, INC.
(Registrant)
Date: May 14, 1999 /s/ E. E. THIELE
E. E. Thiele
Senior Vice President-
Finance, Administration
and Treasurer
(Chief Financial Officer)
Date: May 14, 1999 /s/ W. H. WELLS
W. H. Wells
Controller
(Chief Accounting Officer)
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