1
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 JUNE 30, 1995
/ / 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 July 31,
1995 was 84,705,237.
2
ROWAN COMPANIES, INC.
INDEX
Page No.
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PART I. Financial Information:
Consolidated Balance Sheet --
June 30, 1995 and December 31, 1994 .................. 2
Consolidated Statement of Operations --
Three and Six Months Ended June 30, 1995
and 1994 ............................................. 4
Consolidated Statement of Cash Flows --
Six Months Ended June 30, 1995
and 1994 ............................................. 5
Notes to Consolidated Financial Statements ........... 6
Management's Discussion and Analysis
of Financial Condition and Results
of Operations ........................................ 8
PART II. Other Information:
Exhibits and Reports on Form 8-K ..................... 12
3
PART I. FINANCIAL INFORMATION
ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
June 30, December 31,
1995 1994
---------- ------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ........................ $ 63,654 $ 111,070
Receivables - trade and other .................... 91,428 78,317
Inventories - at cost:
Raw materials and supplies ..................... 46,730 42,364
Work-in-progress ............................... 21,776 14,238
Finished goods ................................. 2,843 2,784
Prepaid expenses ................................. 11,104 3,290
Cost of turnkey drilling contracts in progress ... 8,465 1,642
---------- ----------
Total current assets ................ 246,000 253,705
---------- ----------
INVESTMENT IN AND ADVANCES TO 49% OWNED COMPANIES .. 33,702 34,476
---------- ----------
PROPERTY, PLANT AND EQUIPMENT - at cost:
Drilling equipment ............................... 967,403 961,391
Aircraft and related equipment ................... 181,864 176,874
Manufacturing plant and equipment ................ 20,302 18,955
Other property and equipment ..................... 87,807 86,883
---------- ----------
Total ............................... 1,257,376 1,244,103
Less accumulated depreciation and amortization ... 761,420 737,982
---------- ----------
Property, plant and equipment - net 495,956 506,121
---------- ----------
OTHER ASSETS AND DEFERRED CHARGES .................. 10,275 10,877
---------- ----------
TOTAL ............................... $ 785,933 $ 805,179
========== ==========
See Notes to Consolidated Financial Statements.
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June 30, December 31,
1995 1994
-------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
Current maturities of long-term debt ................................. $ 299 $ 289
Accounts payable - trade ............................................. 22,415 20,513
Other current liabilities ............................................ 43,265 36,958
-------- --------
Total current liabilities .................................... 65,979 57,760
-------- --------
LONG-TERM DEBT - less current maturities ................................. 248,352 248,504
-------- --------
OTHER LIABILITIES ........................................................ 33,774 36,557
-------- --------
DEFERRED CREDITS:
Income taxes ......................................................... 4,413 4,468
Gain on sale/leaseback transactions .................................. 13,958 15,543
-------- --------
Total deferred credits ....................................... 18,371 20,011
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized 5,000,000 shares issuable in series:
Series I Preferred Stock, authorized 6,500 shares, none issued
Series II Preferred Stock, authorized 6,000 shares, none issued
Series III Preferred Stock, authorized 10,300 shares, none issued
Series A Junior Preferred Stock, authorized
1,500,000 shares, none issued
Common stock, $.125 par value:
Authorized 150,000,000 shares; issued 86,126,456
shares at June 30, 1995 and 85,737,581 shares
at December 31, 1994 ............................................ 10,766 10,717
Additional paid-in capital ............................................... 393,427 390,925
Retained earnings ........................................................ 17,749 43,190
Less cost of 1,457,919 treasury shares ................................... 2,485 2,485
-------- --------
Total stockholders' equity ................................... 419,457 442,347
-------- --------
TOTAL ........................................................ $785,933 $805,179
======== ========
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 For The Six Months
Ended June 30, Ended June 30,
--------------------------- ---------------------------
1995 1994 1995 1994
--------- --------- --------- ---------
(Unaudited)
REVENUES:
Drilling services ................................. $ 61,921 $ 60,345 $ 108,791 $ 124,800
Manufacturing sales and services .................. 33,083 22,643 63,058 43,421
Aircraft services ................................. 22,378 22,392 38,330 37,863
--------- --------- --------- ---------
Total .................................... 117,382 105,380 210,179 206,084
--------- --------- --------- ---------
COSTS AND EXPENSES:
Drilling services ................................. 48,288 50,126 96,046 98,708
Manufacturing sales and services .................. 30,694 21,048 58,495 40,678
Aircraft services ................................. 20,194 17,930 38,334 34,496
Depreciation and amortization ..................... 12,945 12,680 25,680 25,174
General and administrative ........................ 3,633 3,550 7,222 7,257
--------- --------- --------- ---------
Total .................................... 115,754 105,334 225,777 206,313
--------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS ......................... 1,628 46 (15,598) (229)
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest expense .................................. (6,926) (6,978) (13,838) (13,608)
Gain on disposals of property, plant and equipment 336 34 1,077 216
Interest income ................................... 1,261 1,102 2,754 2,045
Other - net ....................................... 136 13 238 112
--------- --------- --------- ---------
Other income (expense) - net ............. (5,193) (5,829) (9,769) (11,235)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES ..................... (3,565) (5,783) (25,367) (11,464)
Provision for income taxes ........................ 141 79 74 356
--------- --------- --------- ---------
NET INCOME (LOSS) ..................................... $ (3,706) $ (5,862) $ (25,441) $ (11,820)
========= ========= ========= =========
EARNINGS (LOSS) PER COMMON SHARE (Note 4) ............ $ (.04) $ (.07) $ (.30) $ (.14)
========= ========= ========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
For The Six Months
Ended June 30,
---------------------
1995 1994
---- ----
(Unaudited)
CASH PROVIDED BY (USED IN):
Operations:
Net income (loss) ....................................... $ (25,441) $ (11,820)
Noncash charges (credits) to net income (loss):
Depreciation and amortization ........................ 25,680 25,174
Gain on disposals of property, plant and equipment ... (1,077) (216)
Compensation expense ................................. 2,162 2,248
Change in sale/leaseback payable ..................... (5,481) (5,136)
Amortization of sale/leaseback gain .................. (1,585) (1,586)
Provision for pension and postretirement benefits .... 3,535 3,274
Other - net .......................................... (653) (201)
Changes in current assets and liabilities:
Receivables- trade and other ......................... (13,111) 17,159
Inventories .......................................... (11,963) 598
Other current assets ................................. (14,637) (2,305)
Current liabilities .................................. 8,209 (1,104)
Net changes in other noncurrent assets and liabilities .. 463 (3,525)
--------- ---------
Net cash provided by (used in) operations ................... (33,899) 22,560
--------- ---------
Investing activities:
Capital expenditures:
Property, plant and equipment additions .............. (16,156) (19,387)
Acquisition of net manufacturing assets .............. (10,414)
Repayments from affiliates .............................. 535
Proceeds from disposals of property, plant and
equipment............................................... 1,857 685
--------- ---------
Net cash used in investing activities ....................... (13,764) (29,116)
--------- ---------
Financing activities:
Repayments of borrowings ................................ (142) (4,062)
Other - net ............................................. 389 229
--------- ---------
Net cash provided by (used in) financing activities ......... 247 (3,833)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS ......................... (47,416) (10,389)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................ 111,070 116,778
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ...................... $ 63,654 $ 106,389
========= =========
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 the rules and regulations of the
Securities and Exchange Commission. Certain information and notes
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations; however, the Company believes
that the disclosures included herein are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and
related notes included in the Company's 1994 Annual Report to
Stockholders incorporated by reference in the Form 10-K for the year
ended December 31, 1994.
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 June 30, 1995 and December 31, 1994, and the
results of its operations for the three and six month periods ended June
30, 1995 and 1994 and its cash flows for the six months ended June 30,
1995 and 1994.
3. The results of operations for the three and six month periods ended June
30, 1995 are not necessarily indicative of the results to be expected for
the full year.
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4. Computation of primary and fully diluted earnings (loss) per share is as
follows (in thousands except per share amounts):
For The For The
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- ----------------------------
1995 1994 1995 1994
-------- -------- -------- --------
Weighted average shares of common
stock outstanding ....................... 84,519 84,034 84,411 83,967
Stock options (treasury stock method) ..... 1,923(A) 1,729(A) 1,636(A) 1,456(A)
-------- -------- -------- --------
Weighted average shares for primary
earnings (loss) per share calculation ... 86,442 85,763 86,047 85,423
Stock options (treasury stock method) ..... 37(A) 35(A) 57(A) 27(A)
Shares issuable from assumed conversion
of floating rate convertible subordinated
debentures .............................. 2,004(A) 478(A) 2,004(A) 478(A)
-------- -------- -------- --------
Weighted average shares for fully diluted
earnings (loss) per share calculation ... 88,483 86,276 88,108 85,928
======== ======== ======== ========
Net income (loss) for primary calculation.. $ (3,706) $ (5,862) $(25,441) $(11,820)
Subordinated debenture interest, net of
income tax effect ....................... 92 64 183 130
-------- -------- -------- --------
Net income (loss) for fully diluted
calculation ............................. $ (3,614) $ (5,798) $(25,258) $(11,690)
======== ======== ======== ========
Earnings (loss) per share:
Primary ................................. $ (.04) $ (.07) $ (.30) $ (.14)
======== ======== ======== ========
Fully diluted ........................... $ (.04) $ (.07) $ (.29)(B) $ (.14)
======== ======== ======== ========
(A) Included in accordance with Regulation S-K Item 601 (b) (11) although not
required to be provided by Accounting Principles Board ("APB") Opinion
No. 15 because the effect is insignificant.
(B) This calculation is submitted in accordance with Regulation S-K Item 601
(b) (11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an antidilutive result.
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9
ROWAN COMPANIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Six Months Ended June 30, 1995 Compared to
Six Months Ended June 30, 1994
The Company incurred a net loss of $25.4 million in the first half of
1995 compared to a net loss of $11.8 million in the same period of 1994. The
increase in loss was primarily due to reduced drilling activity in the North Sea
and continued depressed drilling day rates in the Gulf of Mexico, which combined
with less than expected aviation operating results to more than offset improved
manufacturing operations.
A comparison of the revenues and operating profit (loss) from drilling,
manufacturing, aviation and consolidated operations for the first half of 1995
and 1994, respectively, is reflected below (dollars in thousands):
Drilling Manufacturing Aviation Consolidated
---------------------- --------------------- ---------------------- ----------------------
1995 1994 1995 1994 1995 1994 1995 1994
--------- --------- --------- --------- --------- --------- --------- ---------
Revenues $ 108,791 $ 124,800 $ 63,058 $ 43,421 $ 38,330 $ 37,863 $ 210,179 $ 206,084
Percent of Consolidated
Revenues 52% 61% 30% 21% 18% 18% 100% 100%
Operating Profit(Loss)(1) $ (6,254) $ 7,198 $ 3,769 $ 1,879 $ (5,891) $ (2,049) $ (8,376) $ 7,028
- -----------------------------------------------------------------------------
(1) Income (loss) from operations before deducting general and administrative
expenses.
As reflected above, the Company's consolidated operating results
declined by $15.4 million when the first half of 1995 is compared to the first
half of 1994. Day rate drilling revenues decreased by $9.5 million between
periods as the Company completed its assignment in Trinidad and utilization of
its existing North Sea fleet declined by nearly 15%. Offshore day rates in the
Gulf of Mexico, which began to soften in the last half of 1994 due to weak
natural gas prices and remained depressed throughout the first few months of
1995, averaged more than 13% below year-ago levels offsetting improved
utilization in the area during the period. Gulf of Mexico day rates have begun
to strengthen slightly in recent months though soft energy prices persist. Day
rate drilling expenses increased by $2.0 million between periods primarily as a
result of the Company's expanding land rig operations in Argentina. Turnkey
drilling generated first half 1995 revenues of $20.0 million and an incremental
operating profit of $.1 million, compared to $26.5 million and $1.9 million,
respectively, for the first half of 1994.
The increases between periods in manufacturing revenues and operating
profits of 45% and 101%, respectively, reflect improving business conditions in
the intermodal, mining and timber industries and the Company's increased
emphasis on marketing, product reliability and on-time deliveries. The Company's
aviation operating results in both periods reflect the normal reduced flying
activity in Alaska throughout much of the first four months of the year, with
the 1995 results further impaired as a result of higher than normal operating
expenses.
-8-
10
Three Months Ended June 30, 1995 Compared to
Three Months Ended June 30, 1994
The Company incurred a net loss of $3.7 million in the second quarter of
1995 compared to a net loss of $5.9 million in the same period of 1994. The
decrease in loss was primarily due to increased drilling activity, both onshore
and offshore, which combined with improved manufacturing operations to more than
offset depressed drilling day rates in the Gulf of Mexico and unfavorable
aviation operating results.
A comparison of the revenues and operating profit (loss) from drilling,
manufacturing, aviation and consolidated operations for the second quarter of
1995 and 1994, respectively, is reflected below (dollars in thousands):
Drilling Manufacturing Aviation Consolidated
--------------------- --------------------- ---------------------- ---------------------
1995 1994 1995 1994 1995 1994 1995 1994
-------- -------- -------- -------- -------- -------- -------- --------
Revenues $ 61,921 $ 60,345 $ 33,083 $ 22,643 $ 22,378 $ 22,392 $117,382 $105,380
Percent of Consolidated
Revenues 53% 57% 28% 22% 19% 21% 100% 100%
Operating Profit (Loss) $ 4,038 $ 724 $ 1,977 $ 1,118 $ (754) $ 1,754 $ 5,261 $ 3,596
As reflected above, the Company's consolidated operating results
improved by $1.7 million when the second quarter of 1995 is compared to the
second quarter of 1994. Day rate drilling revenues increased by $5.3 million
between periods, primarily as a result of improving marine activity and
continued expansion of the Company's land drilling operations, while related
costs increased only $2.2 million. Despite strengthening of late, drilling day
rates were, on average, down 8% during the quarter from year-ago levels. Turnkey
drilling generated second quarter 1995 revenues of $9.0 million and an
incremental operating profit of $.8 million, compared to $12.7 million and $.4
million, respectively, for the second quarter of 1994. The Company's
manufacturing operations have yielded operating profits and increasing revenues
in every quarter since their acquisition in early 1994. The Company's aviation
operations experienced the normal seasonal improvement in flying activity in
Alaska during both periods but second quarter 1995 operating results were
impaired as a result of higher than normal operating expenses.
Perceptible trends in the marine 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 16 Moderately improving levels of exploration and development activity
North Sea 4 Improving market conditions for jack-up rigs used in the exploration and
development of natural gas
Eastern Canada 1 Generally stable demand
The preceding table reflects the impending sale of the Company's three
barge rigs located in the Gulf of Mexico for about $12 million which should be
completed during the third quarter.
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Perceptible trends in the aviation markets in which the Company is
currently operating and the number of Company aircraft based in each of those
markets are as follows:
COMPANY-OWNED
AREA AIRCRAFT (1) PERCEPTIBLE INDUSTRY TRENDS
---- ------------- -----------------------------------------------
Alaska 69 Normal seasonal improvement
Gulf of Mexico 36 Moderately improving market conditions
Trinidad 1 Generally stable flight support activity
China 1 Generally stable flight support activity
Argentina 1 Improving flight support activity
North Sea (Dutch) 10 Generally stable flight support activity
North Sea (U. K.) 5 Improving flight support activity
- ----------------------------
(1) Includes 13 units which are 49% owned.
The drilling and aviation markets in which the Company competes
frequently experience significant changes in supply and demand. Drilling
utilization and day rates achievable in offshore markets are affected by
material changes in overall exploration and development expenditures, as well as
by shifts of such expenditures between markets. These expenditures, in turn, are
driven by major discoveries of oil and natural gas reserves, shifts in the
political climate, regulatory changes, seasonal weather patterns, contractual
requirements under leases or concessions and changes in oil and natural gas
prices, the last being perhaps the most disruptive of all. The markets in which
the Company's aviation division competes are similarly affected by these
factors, since servicing offshore energy operations remains a significant source
of that division's business. The Company can, as it has done in the past,
relocate its drilling rigs and aircraft from one geographic area to another in
response to such changing market dynamics, but only when these moves are
economically justified.
The volatile nature of the various factors affecting the level of
offshore expenditures by energy companies and shifts of such expenditures
between markets prevent the Company from being able to predict whether the
perceptible market trends reflected in the preceding tables will continue, or
their impact on the results of drilling and aviation operations during the
remainder of 1995.
The Company's manufacturing operations are considerably less volatile
than its drilling and aviation operations and, given current backlog levels and
barring unforeseen circumstances, should continue to contribute positive
operating results throughout the remainder of 1995.
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LIQUIDITY AND CAPITAL RESOURCES
A comparison of key balance sheet figures and ratios as of June 30, 1995
and December 31, 1994 is as follows (dollars in thousands):
June 30, December 31,
1995 1994
-------- ------------
Cash and cash equivalents $ 63,654 $111,070
Current assets $246,000 $253,705
Current liabilities $ 65,979 $ 57,760
Current ratio 3.73 4.39
Current maturities of long-term debt $ 299 $ 289
Long-term debt $248,352 $248,504
Stockholders' equity $419,457 $442,347
Long-term debt/total capitalization .37 .36
Reflected in the comparison above are the effects in the first half of
1995 of net cash used in operations of $33.9 million and capital expenditures of
$16.2 million. The operating cash deficit resulted primarily from outstanding
insurance recoveries related to the Rowan-Odessa repair, which was completed in
May, a build-up of in-progress inventories consistent with improving
manufacturing operations, and start-up costs associated with expanding Argentina
land rig operations. Capital expenditures consisted primarily of the purchase of
five aircraft and modifications to certain offshore rigs.
On April 28, 1995, the Company announced plans for the design and
construction of Rowan Gorilla V, an enhanced version of the Company's Gorilla
Class jack-up, which will be the world's largest bottom supported mobile
offshore drilling unit. The rig will be constructed at the Company's Vicksburg,
Mississippi shipyard and should be completed during the second quarter of 1998
at an estimated cost of $135 million. The Company expects to finance a
significant portion of the construction cost and is currently evaluating credit
alternatives.
The Company estimates 1995 capital expenditures will be between $40
million and $50 million. The Company may also spend amounts to acquire
additional aircraft as market conditions justify and to upgrade existing
offshore rigs.
In the opinion of management, existing working capital and any cash
provided by operations will be adequate to sustain planned capital expenditures
and debt service requirements for the remainder of 1995. The Company does not
currently have any unused lines of credit.
Under the terms of its 11 7/8% Senior Notes, the Company is prohibited
from paying a cash dividend on its common stock.
-11-
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
second quarter of fiscal year 1995.
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: August 11, 1995 /s/ E. E. THIELE
--------------------------------
E. E. Thiele
Senior Vice President - Finance,
Administration and Treasurer
(Chief Financial Officer)
Date: August 11, 1995 /s/ W. H. WELLS
--------------------------------
W. H. Wells
Controller
(Chief Accounting Officer)
-12-
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Exhibit Index
Exhibit 27 - Financial Data Schedule