<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-79363
RBF FINANCE CO.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 76-0599699
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
901 Threadneedle, Houston, Texas 77079
(Address of principal executive offices)(Zip Code)
(281) 496-5000
(Registrant's telephone number, including area code)
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___
---
1 of 24
================================================================================
<PAGE>
Forward-Looking Statements and Assumptions
RBF Finance Co. (the "Company") is a limited purpose Delaware corporation
organized on March 19, 1999 solely for the purpose of and limited to issuing
secured notes as full recourse obligations of the Company and loaning the
proceeds from the sale of the secured notes to R&B Falcon Corporation ("R&B
Falcon"). The Company is an affiliate of R&B Falcon through common management,
and all of the Company's shares are owned by management and a director of R&B
Falcon. All of the Company's future cash flows and long-term obligations are
guaranteed by R&B Falcon.
This Quarterly Report on Form 10-Q may contain or incorporate by reference
certain forward-looking statements, including by way of illustration and not of
limitation, statements relating to liquidity, revenues, expenses, margins and
contract rates and terms. The Company strongly encourages readers to note that
some or all of the assumptions, upon which such forward-looking statements are
based, are beyond the Company's ability to control or estimate precisely, and
may in some cases be subject to rapid and material changes. Such assumptions
include the contract status of R&B Falcon's offshore units, general market
conditions prevailing in the marine drilling industry (including daily rates and
utilization) and various other trends affecting the marine drilling industry,
including world oil and gas prices, the exploration and development programs of
R&B Falcon's customers, the actions of R&B Falcon's competitors and economic
conditions generally.
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
----------------------------
Company or Group of Companies for Which Report is Filed:
RBF Finance Co.
The financial statements for the three month periods ended September 30,
2000 and 1999, for the nine months ended September 30, 2000 and for the period
from inception (March 19,1999) to September 30, 1999, include, in the opinion of
the Company, all adjustments (which only consist of normal recurring
adjustments) necessary to present fairly the financial position and results of
operations for such periods. The financial data for such periods included herein
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Results of operations for the three and nine
month periods ended September 30, 2000 are not necessarily indicative of results
of operations which will be realized for the year ending December 31, 2000. The
financial statements should be read in conjunction with the Company's Form 10-K
for the period ended December 31,1999.
-2-
<PAGE>
RBF FINANCE CO.
BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 1 $ 1
Interest receivable 3,736 26,151
--------- ---------
Total current assets 3,737 26,152
RECEIVABLE FROM R&B FALCON CORPORATION 617 460
LOANS TO R&B FALCON CORPORATION 800,000 800,000
--------- ---------
TOTAL ASSETS $ 804,354 $ 826,612
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accrued interest expense $ 3,978 $ 26,353
Accrued income taxes 131 90
--------- ---------
Total current liabilities 4,109 26,443
--------- ---------
LONG-TERM OBLIGATIONS 800,000 800,000
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - -
Capital in excess of par value 1 1
Retained earnings 244 168
--------- ---------
Total stockholders' equity 245 169
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 804,354 $ 826,612
========= =========
</TABLE>
The accompanying notes are an integral part of the interim financial statements.
-3-
<PAGE>
RBF FINANCE CO.
STATEMENT OF OPERATIONS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
THREE MONTHS ENDED NINE MONTHS (MARCH 19, 1999)
SEPTEMBER 30, ENDED TO
------------------------
2000 1999 SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
---------- ---------- ------------------ ------------------
<S> <C> <C> <C> <C>
REVENUES:
Interest income $ 22,415 $ 22,534 $ 67,245 $ 44,490
Commitment fee - - - 1,746
---------- ---------- --------- ---------
Total revenues 22,415 22,534 67,245 46,236
---------- ---------- --------- ---------
EXPENSES:
Interest expense 22,375 22,375 67,125 45,993
Other expense 3 29 3 29
---------- ---------- --------- ---------
Total expenses 22,378 22,404 67,128 46,022
---------- ---------- --------- ---------
INCOME BEFORE INCOME TAXES 37 130 117 214
INCOME TAX EXPENSE 13 46 41 76
---------- ---------- --------- ---------
NET INCOME $ 24 $ 84 $ 76 138
========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of the interim financial statements.
-4-
<PAGE>
RBF FINANCE CO.
STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE FOR THE PERIOD
NINE FROM INCEPTION
MONTHS ENDED (MARCH 19, 1999) TO
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 76 $ 138
Adjustments to reconcile net income to net cash
provided by operating activities:
Changes in assets and liabilities:
Interest receivable 22,415 (3,736)
Receivable from R&B Falcon Corporation (157) (450)
Accrued interest expense (22,375) 3,972
Accrued income taxes 41 76
---------- ----------
Net cash provided by operating activities - -
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans to R&B Falcon Corporation - (800,000)
---------- ----------
Net cash used in investing activities - (800,000)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term obligations - 800,000
Issuance of common stock - 1
---------- ----------
Net cash provided by financing activities - 800,001
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS - 1
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1 -
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1 $ 1
========== ==========
</TABLE>
The accompanying notes are an integral part of the interim financial statements.
-5-
<PAGE>
RBF FINANCE CO.
NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
A) BUSINESS, INDUSTRY CONDITIONS AND LIQUIDITY
RBF Finance Co. (the "Company") is a limited purpose Delaware
corporation organized on March 19, 1999 solely for the purpose of and
limited to issuing secured notes as full recourse obligations of the
Company and loaning the proceeds from the sale of the secured notes to R&B
Falcon Corporation ("R&B Falcon"). The Company is an affiliate of R&B
Falcon through common management, and all of the Company's shares are owned
by management and a director of R&B Falcon. On March 26, 1999, the Company
issued two series of senior secured notes with an aggregate principal
amount of $800.0 million (the "Senior Secured Notes"). The Senior Secured
Notes consist of $400.0 million of 11% senior secured notes due 2006 and
$400.0 million of 11.375% senior secured notes due 2009. The proceeds from
the Senior Secured Notes were then loaned to R&B Falcon. R&B Falcon
provides for the administrative costs of the Company. Such administrative
costs are not considered material.
All of the Company's future cash flows and long-term obligations are
guaranteed by R&B Falcon. The following is a description of R&B Falcon's
business, industry conditions and liquidity.
On August 19, 2000, R&B Falcon Corporation, entered into an agreement
and plan of merger with Transocean Sedco Forex Inc. in an all stock
transaction. Under the terms of the definitive agreement, unanimously
approved by the board of directors of both companies, common stockholders
of R&B Falcon Corporation will receive a fixed ratio of 0.5 shares of newly
issued Transocean Sedco Forex Inc. ordinary shares for each R&B Falcon
Corporation share. Closing of the transaction is expected to occur by the
end of the first quarter of 2001, subject to the approval of stockholders
from both companies, certain regulatory approvals, the sale of all vessels
involved in the coastwise trade before the effective time of the merger,
and other closing conditions. In addition, R&B Falcon Corporation will
incur an expense in connection with the merger as a result of the
acceleration of vesting of certain stock options and restricted stock
grants immediately prior to the merger, which will be based on unvested
options and stock prices shortly before the merger.
Activity in the contract drilling industry and related oil and gas
service businesses deteriorated significantly in 1999 due primarily to
decreased worldwide demand for drilling rigs and related services resulting
from a substantial decline in crude oil prices experienced in 1998 through
the first quarter of 1999. In mid 1999, crude oil prices began a recovery,
and demand for drilling services started to recover as well. However, there
can be no assurance that demand for drilling rigs and related services will
reach utilization and dayrate levels of 1996-1998. To date, while certain
markets have improved substantially, taken as a whole, demand for drilling
rigs has not recovered to the levels experienced in 1996-1998. Oil and gas
companies' demand for offshore drilling services are a function of: 1)
current and projected oil and gas prices, 2) government taxation and
concession/leasing policies, 3) the oil and gas company's lease inventory
and existing drilling commitments on leases held, 4) the oil and gas
company's free cash flow and general funding availability, 5) the oil and
gas company's internal reserve replacement requirements, 6) geopolitical
factors (e.g., the drive for national hydrocarbons self sufficiency). The
first factor is generally the most important. In particular, the domestic
shallow water market tends to be primarily driven by the price of natural
gas. Continued strength in natural gas prices has recently bolstered this
market.
Changes in demand for exploration and production services can impact
R&B Falcon's liquidity as supply and demand factors directly affect
utilization and dayrates, which are the primary determinants of cash flow
from R&B Falcon's operations. In late 1998 and early 1999, lower crude oil
and gas prices reduced exploration and production spending, which led to
significantly lower dayrates and utilization for offshore drilling
companies, particularly in the U.S. Gulf of Mexico. Management believes
such decline in demand also contributed to terminated or renegotiated
contracts for certain of R&B Falcon's deepwater rigs. While there has been
some improvement in utilization and dayrates in certain segments of
drilling activity in which R&B Falcon participates since the beginning of
2000, if crude oil and/or gas prices were to decline substantially from
current levels, there could be a deterioration in rig utilization and
dayrates which could have a material adverse effect on R&B Falcon's
liquidity, financial position and results of operations.
-6-
<PAGE>
RBF FINANCE CO.
NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
R&B Falcon has substantially completed or is currently constructing or
significantly upgrading nine deepwater drilling rigs. R&B Falcon estimates
its capital expenditure commitments on these projects and its other routine
capital expenditures for the remainder of 2000 to total approximately
$110.0 million. As of September 30, 2000, R&B Falcon had $353.6 million of
cash, cash equivalents, cash dedicated to capital projects and short-term
investments. Also, in the fourth quarter of 2000, R&B Falcon sold its
Israeli oil and gas properties resulting in net proceeds of approximately
$79.8 million and it may be able to complete the sale of its 38.6%
ownership interest in Navis ASA for approximately $83.0 million. R&B Falcon
no longer expects to sell the Seillean and Iolair.
R&B Falcon has limited ability under its indenture covenants to incur
additional recourse indebtedness. However, R&B Falcon believes its
projected level of cash flows from operations, which assumes an industry
recovery in 2000, cash on hand, potential asset sales and/or new financings
will be sufficient to satisfy R&B Falcon's short-term and long-term working
capital needs, planned investments, capital expenditures, debt, lease and
other payment obligations. If R&B Falcon were to build excess cash
balances, it will most likely use a portion of the excess to retire debt
and/or preferred obligations.
B) LOANS TO R&B FALCON
On March 26, 1999, the Company entered into ten Senior Secured Loan
Agreements with R&B Falcon each of which is secured by one of R&B Falcon's
drilling rigs (the "Loans to R&B Falcon"). Interest on the Loans to R&B
Falcon is receivable semiannually on March 15 and September 15. Each loan
is equally divided into a 7-year tranche and a 10-year tranche. The 7-year
tranche of the loans bear interest on the unpaid principal amount thereof
from the date funded through maturity at a rate equal to 11% per annum plus
two basis points per annum. The 10-year tranche of the loans bear interest
on the unpaid principal amount thereof from the date funded through
maturity at a rate equal to 11.375% per annum plus two basis points per
annum. In addition, the Company charged R&B Falcon a commitment fee of 7%
per annum from March 26, 1999 to the date the loans were funded.
Loans to R&B Falcon at September 30, 2000 consisted of the following
(in thousands):
<TABLE>
<CAPTION>
7-year 10-year Total Collateral
----- ------- ----- ----------
<S> <C> <C> <C> <C>
Loan to R&B Falcon $ 112,800 $ 112,800 $ 225,600 Deepwater Navigator
Loan to R&B Falcon 104,950 104,950 209,900 Deepwater Millennium
Loan to R&B Falcon 83,000 83,000 166,000 Deepwater Expedition
Loan to R&B Falcon 52,650 52,650 105,300 Falcon 100
Loan to R&B Falcon 14,250 14,250 28,500 Peregrine II
Loan to R&B Falcon 11,000 11,000 22,000 Deepwater Discovery
Loan to R&B Falcon 8,000 8,000 16,000 Peregrine I
Loan to R&B Falcon 5,950 5,950 11,900 W.D. Kent
Loan to R&B Falcon 5,400 5,400 10,800 Falrig 82
Loan to R&B Falcon 2,000 2,000 4,000 Harvey H.Ward
----------- ----------- -----------
Total $ 400,000 $ 400,000 $ 800,000
=========== =========== ===========
</TABLE>
-7-
<PAGE>
RBF FINANCE CO.
NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
C) LONG-TERM OBLIGATIONS
Long-term obligations at September 30, 2000 consisted of the following
(in thousands):
11% Senior Secured Notes due March 2006 $ 400,000
11.375% Senior Secured Notes due March 2009 400,000
-----------
Long-term obligations $ 800,000
===========
In March 1999, the Company issued the Senior Secured Notes. As a
result, the Company received proceeds of approximately $800.0 million. The
Senior Secured Notes are secured by the Loans to R&B Falcon. R&B Falcon
also guaranteed the payment of the Senior Secured Notes by the Company.
Interest is payable semiannually on March 15 and September 15 on the Senior
Secured Notes. R&B Falcon paid all expenses related to the offering. The
Company used the proceeds to loan $800.0 million to R&B Falcon. The Senior
Secured Notes have covenants, related to R&B Falcon, which limit or
prohibit R&B Falcon's ability to incur additional indebtedness, create
liens and sell assets.
As of September 30, 2000, the Company estimates the fair value of its
debt obligations to be $922.5 million.
-8-
<PAGE>
The following are the unaudited consolidated financial statements of R&B
Falcon as of September 30, 2000 and for the three and nine month periods ended
September 30, 2000 and 1999.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
R&B Falcon Corporation
We have reviewed the accompanying consolidated balance sheet of R&B Falcon
Corporation (a Delaware corporation) and Subsidiaries as of September 30, 2000,
the related consolidated statement of operations for the three and nine month
periods ended September 30, 2000 and 1999 and the related consolidated statement
of cash flows for the nine months ended September 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the United States.
Arthur Andersen LLP
Houston, Texas
October 25, 2000
-9-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions)
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(unaudited)
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents, gross $ 279.3 $ 415.5
Less cash dedicated to capital projects (20.7) (160.4)
-------- --------
Cash and cash equivalents, net 258.6 255.1
Short-term investments 74.3 301.5
Accounts receivable:
Trade, net 217.9 141.3
Other 46.8 86.0
Materials and supplies inventory 68.9 52.6
Drilling contracts in progress 5.0 16.7
Other current assets 38.6 19.7
-------- --------
Total current assets 710.1 872.9
-------- --------
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED
INVESTEES 84.9 82.7
-------- --------
PROPERTY AND EQUIPMENT:
Drilling 4,388.2 4,041.1
Other 223.8 256.1
-------- --------
Total property and equipment 4,612.0 4,297.2
Accumulated depreciation (781.1) (662.0)
-------- --------
Net property and equipment 3,830.9 3,635.2
-------- --------
GOODWILL, NET OF ACCUMULATED AMORTIZATION 86.1 84.8
-------- --------
DEFERRED CHARGES AND OTHER ASSETS 128.5 246.3
-------- --------
TOTAL ASSETS $4,840.5 $4,921.9
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Long-term obligations due within one year $ 40.5 $ 20.1
Accounts payable - trade 73.1 110.7
Accrued liabilities 216.9 227.8
-------- --------
Total current liabilities 330.5 358.6
LONG-TERM OBLIGATIONS 2,901.3 2,933.4
OTHER NONCURRENT LIABILITIES 51.1 39.7
DEFERRED INCOME TAXES 21.2 53.2
-------- --------
Total liabilities 3,304.1 3,384.9
-------- --------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST 67.3 56.6
-------- --------
REDEEMABLE PREFERRED STOCK 315.7 276.0
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value 2.0 1.9
Capital in excess of par value 1,141.4 1,113.4
Retained earnings 15.0 95.9
Other (5.0) (6.8)
-------- --------
Total stockholders' equity 1,153.4 1,204.4
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,840.5 $4,921.9
======== ========
The accompanying notes are an integral part of the interim consolidated
financial statements.
-10-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------- -----------------
2000 1999 2000 1999
------ ------ ------- -------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Deepwater $ 128.6 $ 93.6 $ 287.1 $ 270.1
Shallow water 76.2 40.7 178.0 155.3
Inland water 40.2 28.6 99.4 85.5
Engineering services and land operations 56.9 51.2 152.1 173.4
Development (.2) .1 4.5 .2
------- ------ ------- -------
Total operating revenues 301.7 214.2 721.1 684.5
------- ------ ------- -------
COSTS AND EXPENSES:
Deepwater 61.7 42.9 154.7 126.2
Shallow water 44.4 33.7 118.2 115.3
Inland water 27.8 10.1 81.3 66.8
Engineering services and land operations 46.5 37.9 123.5 126.9
Development (67.2) .3 (65.2) 2.5
Cancellation of conversion projects - 31.7 - 31.7
Depreciation and amortization 50.1 39.9 139.3 114.7
General and administrative 16.3 13.9 46.0 54.8
------- ------ ------- -------
Total costs and expenses 179.6 210.4 597.8 638.9
------- ------ ------- -------
OPERATING INCOME 122.1 3.8 123.3 45.6
------- ------ ------- -------
OTHER INCOME (EXPENSE):
Interest expense, net of capitalized interest (60.7) (45.1) (163.2) (116.5)
Interest income 6.3 9.7 23.2 24.6
Income (loss) from equity investees plus related
revenues and expenses (10.4) 2.7 (19.2) 9.0
Other, net (.3) (.4) (.1) (.7)
------- ------ ------- -------
Total other income (expense) (65.1) (33.1) (159.3) (83.6)
------- ------ ------- -------
INCOME (LOSS) BEFORE INCOME TAXES, MINORITY
INTEREST AND EXTRAORDINARY LOSS 57.0 (29.3) (36.0) (38.0)
------- ------ ------- -------
INCOME TAX EXPENSE (BENEFIT):
Current 5.6 11.4 18.2 30.0
Deferred 14.0 (22.1) (26.5) (43.8)
------- ------ ------- -------
Total income tax expense (benefit) 19.6 (10.7) (8.3) (13.8)
------- ------ ------- -------
MINORITY INTEREST (10.1) (3.8) (13.4) (9.1)
------- ------ ------- -------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS 27.3 (22.4) (41.1) (33.3)
EXTRAORDINARY LOSS, NET OF TAX BENEFIT - - - (1.7)
------- ------ ------- -------
NET INCOME (LOSS) 27.3 (22.4) (41.1) (35.0)
DIVIDENDS AND ACCRETION ON PREFERRED STOCK 13.6 12.1 39.8 21.2
------- ------ ------- -------
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCKHOLDERS $ 13.7 $(34.5) $ (80.9) $ (56.2)
======= ====== ======= =======
NET INCOME (LOSS) PER COMMON SHARE:
Basic:
Income (loss) before extraordinary loss
and after preferred stock dividends $ .07 $ (.18) $ (.42) $ (.28)
Extraordinary loss - - - (.01)
------- ------ ------- -------
Net income (loss) $ .07 $ (.18) $ (.42) $ (.29)
======= ====== ======= =======
Diluted:
Income (loss) before extraordinary loss
and after preferred stock dividends $ .07 $ (.18) $ (.42) $ (.28)
Extraordinary loss - - - (.01)
------- ------ ------- -------
Net income (loss) $ .07 $ (.18) $ (.42) $ (.29)
======= ====== ======= =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 194.2 192.8 193.6 192.6
======= ====== ======= =======
Diluted 206.8 192.8 193.6 192.6
======= ====== ======= =======
</TABLE>
The accompanying notes are an integral part of the interim consolidated
financial statements.
-11-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2000 1999
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (41.1) $ (35.0)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 139.3 114.3
Gain on dispositions of property and equipment (68.0) (18.9)
Cancellation of conversion projects - 31.7
Deferred income taxes (26.5) (44.5)
Recognition of deferred expenses 18.4 10.5
Deferred compensation 2.6 4.5
(Income) loss from equity investees plus related revenues
and expenses 19.2 (9.0)
Minority interest in income of consolidated subsidiaries 13.4 9.1
Extraordinary loss from extinguishment of debt, net of tax
benefit - 1.7
Changes in assets and liabilities:
Accounts receivable, net (37.4) 51.6
Materials and supplies inventory (14.0) (9.3)
Drilling contracts in progress 11.6 13.8
Deferred charges and other assets (60.0) (25.8)
Accounts payable - trade (44.0) 12.1
Accrued liabilities (10.4) (30.4)
Accrued interest 6.6 41.2
Income taxes .4 3.9
Other, net 11.5 (1.1)
------- --------
Net cash (used in) provided by operating activities (78.4) 120.4
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Dispositions of property and equipment 152.2 10.1
Purchases of property and equipment (412.7) (624.3)
Decrease (increase) in cash dedicated to capital projects 139.8 (184.8)
Sale (purchase) of short-term investments 227.2 (32.2)
Increase in investments in and advances to unconsolidated
investees (21.3) (49.1)
------- --------
Net cash provided by (used in) investing activities 85.2 (880.3)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on revolving credit facilities - (150.0)
Net payments on short-term obligations - (123.4)
Proceeds from long-term obligations - 1,250.0
Net proceeds from issuance of preferred stock - 288.8
Principal payments on long-term obligations (11.8) (18.0)
Distribution to minority shareholders of consolidated
subsidiaries, net of contributions (2.6) (19.4)
Exercise of stock options 9.1 .3
Exercise of warrants 2.3 -
Other (.3) -
------- --------
Net cash (used in) provided by financing activities (3.3) 1,228.3
------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3.5 468.4
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 255.1 177.4
------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 258.6 $ 645.8
======= ========
Supplemental Cash Flow Disclosures:
Interest paid, net of capitalized interest $ 199.3 $ 69.7
Income taxes paid $ 25.3 $ 27.1
Purchase of property and equipment in exchange for debt or equity $ 6.4 $ 9.2
</TABLE>
The accompanying notes are an integral part of the interim consolidated
financial statements.
-12-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
A) SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - At September 30, 2000, $47.1 million of
cash and cash equivalents related to the Company's majority-owned
subsidiary Arcade Drilling AS ("Arcade"). Arcade's cash and cash
equivalents are available to Arcade for all purposes subject to
restrictions under the Standstill Agreement dated as of August 31, 1991.
Such restrictions preclude the Company from borrowing any cash from Arcade.
As a result of the project financing for the Deepwater Nautilus, the
Company is required to maintain in cash certain principal and interest
payments. As of September 30, 2000 such restricted cash amounted to $20.7
million and has been reclassified to Other Assets. Previously, $50.0
million of restricted cash related to the financing for the construction of
the Deepwater Frontier (in which the Company has a 60% interest) which
collateralized a five year standby letter of credit that the Company was
required to secure for the limited liability company to obtain such
financing. However, in the third quarter of 2000, the Company entered into
a letter of credit facility (see Note C) and the $50.0 million of cash
collateral was released and a new $50.0 million letter of credit was
issued.
PROPERTY AND EQUIPMENT - On June 30, 2000, the Company completed a
series of refinancing transactions on the Deepwater Nautilus which resulted
in the Company receiving $13.0 million, which has been recorded as a
reduction of the Deepwater Nautilus' cost, and the Company has the
potential to receive an additional $19.0 million over the next 20 years.
GOODWILL - Goodwill was recorded as a result of the purchase of Cliffs
Drilling Company ("Cliffs Drilling") in December 1998. Goodwill has
increased $3.0 million since December 31, 1999 as the result of a
previously unrecognized income tax contingency incurred by Cliffs Drilling
prior to December 1998. For the three months ended September 30, 2000 and
1999 amortization of goodwill was $.6 million and $.5 million,
respectively. For the nine months ended September 30, 2000 and 1999
amortization of goodwill was $1.7 million and $1.4 million, respectively.
CAPITALIZED INTEREST - The Company capitalizes interest applicable to
the construction and significant upgrades of its marine equipment as a cost
of such assets. Interest capitalized for the three months ended September
30, 2000 and 1999 was $9.0 million and $22.5 million, respectively.
Interest capitalized for the nine months ended September 30, 2000 and 1999
was $44.6 million and $58.5 million, respectively. Interest capitalized is
included as a reduction of interest expense in the Consolidated Statement
of Operations.
EXTRAORDINARY LOSS - In the first quarter of 1999, the Company
incurred an extraordinary loss of $1.7 million, net of a tax benefit of $.9
million, due to the early extinguishment of debt obligations. Such loss
consisted of the write-off of unamortized debt issuance costs.
PROVISION FOR LOSS ON DRILLING CONTRACT - In the third quarter of
2000, the Company recorded a $7.3 million loss provision associated with
the Company's impaired drilling contract for the Deepwater Frontier. Such
impairment is due to the contract's expected operating costs exceeding its
revenues.
NEWLY ISSUED ACCOUNTING STANDARDS - In December 1999, SEC Staff
Accounting Bulletin: No. 101 - Revenue Recognition in Financial Statements
("SAB 101") was issued. SAB 101 summarizes certain of the staff's views in
applying generally accepted accounting principles to revenue recognition in
financial statements. SAB 101 has been amended allowing the Company to
defer its implementation of SAB 101 until the fourth quarter of 2000. The
Company is currently reviewing its accounting practices and if any
necessary adjustments are needed to comply, such adjustments will be made
in the fourth quarter of 2000.
-13-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
RECLASSIFICATION - Certain prior period amounts in the consolidated
financial statements have been reclassified for comparative purposes. Such
reclassifications had no effect on the net loss or the overall financial
condition of the Company.
B) BUSINESS COMBINATION
On August 19, 2000, the Company entered into an agreement and plan of
merger with Transocean Sedco Forex Inc. in an all stock transaction. Under
the terms of the definitive agreement, unanimously approved by the board of
directors of both companies, common stockholders of R&B Falcon Corporation
will receive a fixed ratio of 0.5 shares of newly issued Transocean Sedco
Forex Inc. ordinary shares for each R&B Falcon Corporation share. Closing
of the transaction is expected to occur by the end of the first quarter of
2001, subject to the approval of stockholders from both companies, certain
regulatory approvals, the sale of all vessels involved in the coastwise
trade before the effective time of the merger, and other closing
conditions. In regards to the sale of the Company's vessels involved in
coastwise trade, the Company has solicited indications of interest from a
number of prospective buyers of its crew boats, towing vessels and barges
pursuant to this requirement of the merger agreement and intends to
continue its efforts to effect a sale of those vessels prior to the
completion of this merger transaction. Although the Company currently
estimates that it will be able to sell these assets at a price at least
equal to their recorded net book value, there can be no assurance that the
Company will not incur a loss in connection with this sale. In addition,
the Company will incur an expense in connection with the merger as a result
of the acceleration of vesting of certain stock options and restricted
stock grants immediately prior to the merger, which will be based on
unvested options and stock prices shortly before the merger.
C) CONTINGENCIES
GENERAL - The Company's construction and upgrade projects are subject
to the risks of delay and cost overruns inherent in any large construction
project, including shortages of equipment, unforeseen engineering problems,
work stoppages, weather interference, unanticipated cost increases and
shortages of materials or skilled labor. Significant cost overruns or
delays would adversely affect the Company's liquidity, financial condition
and results of operations. Delays could also result in penalties under, or
the termination of, the long-term contracts under which the Company plans
to operate these rigs.
The Falcon 100, Deepwater Navigator and Deepwater Expedition were
completed later than the required commencement dates under the drilling
contracts for such rigs and at costs significantly in excess of original
estimates. The customers for the Falcon 100 and Deepwater Navigator
cancelled the drilling contracts for such rigs based on the rigs not being
delivered on time. The Company does not believe that Petrobras, the
customer for the Falcon 100, had the right to cancel such contract. The
Company is continuing to review its rights with respect to termination of
the contract. The Falcon 100 commenced a six-month drilling contract from
another customer in the third quarter of 2000. Also, the Company has
received a three-year drilling contract from Petrobras for the use of the
Deepwater Navigator offshore Brazil. Petrobras, the customer for the
Deepwater Expedition, did not cancel its drilling contract and in October
2000, Petrobras demanded late delivery penalties of $10.0 million under the
contracts for delay in commencement of operations. The Company believes
that it is entitled to an unpaid mobilization fee of approximately $7.0
million from Petrobras, and intends to initiate discussions with Petrobras
to resolve this dispute. Based on information presently available, the
Company does not expect that the outcome of this mater will have a material
adverse effect on its business or financial position.
In 1998, the Company cancelled four drillship conversion projects in
which the Company had purchased or committed to purchase drilling equipment
for such projects. The Company had expected to use some of the surplus
equipment on other construction and/or upgrade projects and to maintain the
balance as inventory. A majority of the equipment originally ordered was
directed to other construction projects. As of September 30, 2000, the
Company had approximately $55.6 million remaining of such surplus drilling
-14-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
equipment. The Company is continually reviewing the value and utility of
such equipment and if in the future it is determined the Company cannot
realize the recorded value of the surplus equipment, the Company could
incur additional write-offs or write-downs of such equipment.
In April 1998, Cliffs Drilling entered into a turnkey contract with
PDVSA Exploration and Production ("PDVSA") to drill 60 turnkey wells in
Venezuela. The drilling program commenced in March 1998 and the program was
expected to extend over approximately three and one-half years and to
utilize seven of the Company's land drilling rigs. However, during the
first quarter of 1999, in response to the downturn in the market and
changes in both PDVSA's management and its operating policies, PDVSA and
the Company renegotiated prices at reduced margins and in the fourth
quarter of 1999, renegotiations were made at further reduced margins. By
the end of the second quarter of 2000, the Company had completed 35 of the
60 wells. In February 2000, PDVSA cancelled the turnkey contract for the
remaining 25 wells. Although PDVSA cancelled its turnkey contract, three of
the land drilling rigs that were working on a turnkey basis have been
subsequently contracted to work for PDVSA on a dayrate basis. Also, in
December 1999, the Company commenced work under a new one-year dayrate
drilling contract with PDVSA utilizing Rig 55 which had been previously
stacked and has obtained drilling contracts with PDVSA for two jointly
owned land drilling rigs. The Company is currently bidding on other dayrate
contracts with PDVSA and other operators in Venezuela.
LITIGATION - In August 2000, an action was filed by Raymond Verdin
(formerly an employee of R&B Falcon Drilling USA, Inc., a subsidiary of the
Company), on behalf of himself and those similarly situated, against R&B
Falcon Drilling USA, Inc., Nabors Drilling USA, Inc., Parker Drilling
Company, Pride Offshore, Inc., Diamond Offshore (USA) Inc., Noble Drilling
Corporation, Global Marine Drilling Company, Marine Drilling International,
Inc., Horizon Offshore, Inc., Santa Fe Drilling Company, Santa Fe
International Corporation, Cliffs Drilling Company, Transocean Offshore,
Inc., Rowan Companies, Ensco Offshore Company, Ensco International
Incorporated, Chiles Offshore, L.L.C., Atwood Oceanics, Inc., Diamond
Offshore Drilling, Inc., Marine Drilling Companies, Pride International,
and R&B Falcon Corporation. The action was filed in the U. S. District
Court, Southern District, Galveston Division, seeking to have the court
certify a nationwide class and to recover damages to be proved, as well as
treble damages, attorneys' fees, expenses, costs and other relief deemed
appropriate, for alleged violations of federal and state antitrust laws and
for engaging in alleged unfair trade practices by suppressing wages and
benefits of offshore workers. By agreement of the parties plaintiff's
counsel was allowed to amend the action by substituting a new plaintiff,
Thomas Bryant, who has not been previously employed by the Company or any
of its subsidiary or affiliated companies and who purports to represent the
class relief being sought, and in the amended complaint three new
defendants, Parker Drilling Offshore USA, L.L.C., Helmerich & Payne
International Drilling Company and Helmerich & Payne, Inc. were added. The
Company and its subsidiary believe that they have valid defenses in this
matter, intend to defend their interest vigorously with respect to same and
do not believe, based on information currently available, the ultimate
outcome of this matter will have a material adverse effect on the business
or financial condition of the Company.
In November 1988, a lawsuit was filed in the U.S. District Court for
the Southern District of West Virginia against Reading & Bates Coal Co., a
wholly-owned subsidiary of the Company, by SCW Associates, Inc. claiming
breach of an alleged agreement to purchase the stock of Belva Coal Company,
a wholly-owned subsidiary of Reading & Bates Coal Co. with coal properties
in West Virginia. When those coal properties were sold in July 1989 as part
of the disposition of the Company's coal operations, the purchasing joint
venture indemnified Reading & Bates Coal Co. and the Company against any
liability Reading & Bates Coal Co. might incur as the result of this
litigation. A judgment for the plaintiff of $32,000 entered in February
1991 was satisfied and Reading & Bates Coal Co. was indemnified by the
purchasing joint venture. On October 31, 1990, SCW Associates, Inc., the
plaintiff in the above-referenced action, filed a separate ancillary action
in the Circuit Court, Kanawha County, West Virginia against the Company,
Caymen Coal, Inc. (former owner of the Company's West Virginia coal
properties), as well as the joint venture, Mr. William B. Sturgill
personally (former President of Reading & Bates Coal Co.), three other
companies in which the Company believes Mr. Sturgill holds an equity
interest, two employees of the joint venture, First National Bank of
Chicago and
-15-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
First Capital Corporation. The lawsuit seeks to recover compensatory
damages of $50.0 million and punitive damages of $50.0 million for alleged
tortious interference with the contractual rights of the plaintiff and to
impose a constructive trust on the proceeds of the use and/or sale of the
assets of Caymen Coal, Inc. as they existed on October 15, 1988. The
Company continues to defend its interests vigorously and believes the
damages alleged by the plaintiff in this action are highly exaggerated. In
any event, the Company believes that it has valid defenses and that it will
prevail in this litigation.
In December 1998, Mobil North Sea Limited ("Mobil") purportedly
terminated its contract for use of the Company's Jack Bates semisubmersible
rig based on failure of two mooring lines while anchor recovery operations
at a Mobil well location had been suspended during heavy weather. The
contract provided for Mobil's use of the rig at a dayrate of approximately
$115,000 for the primary term through January 1999 and approximately
$200,000 for the extension term from February 1999 through December 2000.
The Company does not believe that Mobil had the right to terminate this
contract. The Company recontracted the Jack Bates to Mobil in 1999 for one
well at a dayrate of $156,000 and for another well at a dayrate of $69,000.
These contracts are without prejudice to either party's rights in the
dispute over the termination of the original contract. The Company has
filed a request for arbitration with the London Court of International
Arbitration and the arbitration proceedings are continuing.
In March 1997, an action was filed by Mobil Exploration and Producing
U.S. Inc. and affiliates, St. Mary Land & Exploration Company and
affiliates and Samuel Geary and Associates, Inc. against Cliffs Drilling,
its underwriters and insurance broker in the 16th Judicial District Court
of St. Mary Parish, Louisiana. The plaintiffs alleged damages amounting to
in excess of $50.0 million in connection with the drilling of a turnkey
well in 1995 and 1996. The case was tried before a jury in January and
February 2000, and a judgment has been entered based on the jury verdict
awarding the plaintiffs damages of approximately $30.0 million for excess
drilling costs, loss of insurance proceeds, loss of hydrocarbons and
interest. The Company has filed motions for a new trial and a judgment
notwithstanding the verdict in contemplation of perfecting its appeal of
such judgment and believes it will be successful upon appeal. The Company
further believes all but the portion of the verdict representing excess
drilling costs of approximately $4.7 million is covered by relevant primary
and excess liability insurance policies of Cliffs Drilling; however, the
insurers and underwriters have denied coverage. Cliffs Drilling has
instituted litigation against those insurers and underwriters to enforce
its rights under the relevant policies. At this time Cliffs Drilling and
the Company believes adequate reserves have been established in order to
avoid any ultimate outcome having a material adverse effect on the
Company's consolidated financial position or results of operations.
The Company is involved in various other legal actions arising in the
normal course of business. A substantial number of these actions involve
claims arising out of injuries to employees of the Company who work on the
Company's rigs and power vessels. After taking into consideration the
evaluation of such actions by counsel for the Company and the Company's
insurance coverage, management is of the opinion that the outcome of all
known and potential claims and litigation will not have a material adverse
effect on the Company's consolidated financial position or results of
operations.
LETTERS OF CREDIT - On August 31, 2000, the Company entered into a
$70.0 million letter of credit facility with three banks. Under this
facility, the Company will pay letter of credit fees of 2% per annum on the
amount of letters of credit issued under the facility and a commitment fee
of 0.5% per annum on the unused portion of the facility. These fees could
be lowered to 1.5% per annum and .375% per annum, respectively, if the
Company's senior unsecured debt ratings are raised to certain levels by the
credit rating agencies. This facility matures in April 2004. Letters of
credit totaling $57.7 million had been issued under this facility as of
September 30, 2000. This facility contains covenants which require the
Company to meet certain ratios and working capital conditions, and is
secured by mortgages on five of the Company's drilling rigs, the J.W.
McLean, J.T. Angel, Randolph Yost, D.R. Stewart and George H. Galloway.
-16-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
D) SEGMENT INFORMATION
Segment information for the three and nine month periods ended
September 30, 2000 and 1999 is as follows (in millions):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
2000 1999 2000 1999
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
Operating revenues by segment:
Deepwater $ 128.6 $ 93.6 $ 287.4 $ 270.1
Shallow water 79.3 42.6 183.8 159.1
Inland water 44.5 28.6 108.1 85.5
Engineering services
and land operations 56.6 51.2 152.0 173.4
Development (.2) .1 4.5 .2
Intersegment eliminations (7.1) (1.9) (14.7) (3.8)
--------- -------- --------- ---------
Total operating revenues $ 301.7 $ 214.2 $ 721.1 $ 684.5
========= ======== ========= =========
Operating income (loss) by segment:
Deepwater $ 41.1 $ 3.9 $ 68.3 $ 70.4
Shallow water 16.6 (7.3) 15.3 (2.8)
Inland water 6.1 11.1 .9 (2.5)
Engineering services
and land operations 8.9 11.3 20.8 40.5
Development 63.6 (.3) 64.4 (2.6)
Other and eliminations 3.5 .1 3.9 .3
--------- -------- --------- ---------
139.8 18.8 173.6 103.3
Unallocated depreciation
and amortization (1.4) (1.1) (4.3) (2.9)
Unallocated general
and administrative (16.3) (13.9) (46.0) (54.8)
--------- -------- --------- ---------
Operating income $ 122.1 $ 3.8 $ 123.3 $ 45.6
========= ======== ========= =========
</TABLE>
For the three months ended September 30, 2000 and 1999, revenues from
PDVSA Exploration and Production of $5.6 million (reported in the
engineering services and land operations segment) and $42.0 million ($35.9
million reported in the engineering services and land operations segment
and $6.1 million reported in the inland water segment), respectively,
accounted for 1.9% and 19.6%, respectively, of the Company's consolidated
operating revenues. For the nine months ended September 30, 2000 and 1999,
revenues from PDVSA Exploration and Production of $49.7 million ($48.8
million reported in the engineering services and land operations segment
and $.9 million reported in the inland water segment) and $131.7 million
($116.8 million reported in the engineering services and land operations
segment and $14.9 million reported in the inland water segment),
respectively, accounted for 6.9% and 19.2%, respectively, of the Company's
consolidated operating revenues.
-17-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Total assets by segment were as follows (in millions):
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---------- ------------
<S> <C> <C>
Deepwater $ 3,060.0 $ 2,836.6
Shallow water 819.5 823.0
Inland water 342.2 354.5
Engineering services and land operations 117.7 162.8
Development 10.2 49.6
Corporate 490.9 695.4
---------- ---------
Total $ 4,840.5 $ 4,921.9
========== =========
</TABLE>
E) EARNINGS PER SHARE
The following table summarizes the basic and diluted per share
computations for income (loss) before extraordinary loss and after
preferred stock dividends for the three and nine month periods ended
September 30, 2000 and 1999 (in millions except per share amounts):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- --------------------
2000 1999 2000 1999
-------- ------- ------- --------
<S> <C> <C> <C> <C>
Numerator:
Income (loss) before extraordinary loss $ 27.3 $ (22.4) $ (41.1) $ (33.3)
Dividends and accretion on preferred stock (13.6) (12.1) (39.8) (21.2)
-------- ------- ------- -------
Income (loss) before extraordinary loss and after
preferred stock dividends - basic and diluted $ 13.7 $ (34.5) $ (80.9) $ (54.5)
======== ======= ======= =======
Denominator:
Weighted average common shares
outstanding - basic 194.2 192.8 193.6 192.6
Stock options 5.9 - - -
Restricted stock .4 - - -
Warrants 6.3 - - -
-------- ------- ------- -------
Weighted average common shares outstanding
and assumed conversions - diluted 206.8 192.8 193.6 192.6
======== ======= ======= =======
Earnings per share:
Income (loss) before extraordinary loss
and after preferred stock dividends:
Basic $ .07 $ (.18) $ (.42) $ (.28)
Diluted $ .07 $ (.18) $ (.42) $ (.28)
</TABLE>
-18-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
F) STOCK AWARDS
During the first nine months of 2000, the Company granted stock
options, with respect to the Company's common stock, of approximately
2,934,795 shares to executive officers and certain employees of the Company
and approximately 115,000 shares to non-employee members of the board of
directors. Such options vest at varying times from six months to three
years and were granted at prices ranging from $12.469 to $23.6875 per share
(the market price on the date of grants). All such options expire ten years
from the date of grant. Also in the first quarter of 2000, restricted stock
awards with respect to 137,350 shares were granted to certain employees of
the Company. Such shares awarded are restricted as to transfer until fully
vested four years from the date of grant. The market value at the date of
grant of the common stock granted was recorded as unearned compensation and
will be expensed ratably over the period during which the shares vest.
G) SALE OF ASSETS
In July 2000, the Company's wholly-owned subsidiary R&B Falcon Subsea
Development Inc. and its majority-owned subsidiary Reading & Bates
Development Co. ("Devco") sold their Gulf of Mexico oil and gas properties
to Enterprise Oil for approximately $127.2 million in cash. As a result,
the Company recorded a pre-tax gain of approximately $68.0 million in the
third quarter of 2000 from this sale, which is reflected as a reduction of
the Development costs and expenses in the accompanying consolidated
statement of operations. Approximately 13.6% of Devco is owned by minority
shareholders, including directors and employees of the Company and Devco.
Net proceeds to the Company are impacted accordingly by sales of Devco
properties.
In September 2000, the Company sold its stacked drillships Falcon
Duchess and Falcon Ice for an aggregate of $23.0 million. As a result, the
Company recognized a gain of $2.5 million in the third quarter of 2000 from
this sale.
H) POTENTIAL SALE OF INVESTMENT IN NAVIS ASA
In the second quarter of 2000, the Company entered into a definitive
agreement to sell its 38.6% ownership interest in Navis ASA ("Navis"), a
Norwegian public company, together with an agreement to assign the
management contract for the Navis Explorer I, a drillship owned by Navis,
for a total price of $83.0 million dollars. The agreement is subject to the
Navis Explorer I being accepted by Petrobras in accordance with the terms
of a drilling contract between Navis and Petrobras. The Company's agreement
with the purchaser will terminate if Petrobras does not accept the
drillship under the drilling contract by December 31, 2000. However, the
purchaser has the right to waive the Petrobras contract acceptance
condition and proceed with the purchase at any time prior to December 31,
2000. Due to the problems with the drillship's blowout preventer (BOP),
Petrobras has not yet accepted the drillship under the drilling contract.
If efforts to correct those problems are not successful, it will be
necessary for Navis to complete substantial modifications to the BOP or to
replace it, either of which alternatives may require an estimated
additional five to six months. Although the Company believes it is likely
that the purchaser will complete the purchase, there can be no assurances
that the sale will be completed, the terms on which it may be completed, or
when it may be completed. Further, if Navis is required to incur additional
expenses related to the BOP problems and the delayed start and possible
cancellation of the drilling contract between Navis and Petrobras, Navis
will likely have to seek additional funding to meet its obligations. While
the Company has no obligation to provide additional liquidity to Navis, it
will consider funding alternatives in the fourth quarter. Navis believes
that the entire potential repair period (other than the initial 21 day
deductible) for the BOP should be covered by business interruption
insurance, but their claim has not been accepted by their underwriters at
this time. Also as of September 30, 2000, the Company had normal trade
receivables from Navis of approximately $8.5 million. The Company has not
reserved this amount and expects to be paid by Navis.
-19-
<PAGE>
R&B FALCON CORPORATION
AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
I) SUBSEQUENT EVENTS
On October 31, 2000, the Company sold to Goldman, Sachs & Co. 16.3
million shares of its common stock resulting in gross proceeds of
approximately $403.4 million in cash (net proceeds of approximately $399.7
million). The net proceeds will be used: 1) to fund all or a portion of the
purchase price of shares of the Company's preferred stock tendered pursuant
to a tender offer of such preferred stock pursuant to the Company's
exercise of its optional redemption right; 2) to redeem up to 105,000
shares of the Company's preferred stock remaining outstanding after the
tender offer; and 3) for general corporate purposes.
On October 27, 2000, the Company commenced a tender offer to purchase
for cash any and all of its issued and outstanding shares of preferred
stock at a fixed price of $1,300 per share. The offer will expire on
November 29, 2000. However, the Company has the right to extend, terminate
or amend the offer at any time. Assuming all of the issued and outstanding
shares of the preferred are tendered, the cash cost to the Company will be
approximately $482.6 million (including estimated expenses of $2.5
million). Such cash requirement will be funded from the proceeds from the
common stock offering (see above). Any additional funding requirements will
be funded with cash held by the Company's unrestricted subsidiaries. The
Company could also incur a charge up to $160.3 million relating to the
premium paid and the unamortized discount associated with the preferred
shares.
On November 1, 2000, Devco sold its Israeli oil and gas properties for
an aggregate amount of $114.0 million, net of a 30% tax withholding,
resulting in net proceeds of $79.8 million. The Company expects to record
an after-tax gain of approximately $71.3 million in the fourth quarter of
2000 from the sale of such oil and gas properties.
The Company conducts turnkey drilling operations through Cliffs
Drilling. One of the wells initiated by Cliffs Drilling during the third
quarter of 2000 encountered downhole problems, and the Company took a
charge against earnings of $.4 million in the third quarter of 2000
relating to this well. Since September 30, 2000, Cliffs Drilling has
encountered additional downhole problems with this well, and the Company
expects to take a charge, currently estimated at $5.2 million, against
earnings in the fourth quarter of 2000 relating to this well.
On November 7, 2000, while the semisubmersible drilling unit Jack
Bates was engaged in retrieval of the blowout prevention stack (BOP) at the
conclusion of normal drilling operations on a well in the UK sector of the
North Sea, the BOP and 23 joints of riser on board the drilling unit fell
to the seabed as the result of an apparent equipment failure. There were no
personal injuries. The Company is now reviewing the feasibility of
retrieval and repair of the BOP. In the event that the BOP cannot be
recovered, a new BOP would need to be acquired, which would take at least
six months. The Company believes that the loss is adequately covered by
insurance and that the occurrence will not have a material adverse effect
on the Company's business or financial condition.
-20-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------
General
-------
RBF Finance Co. (the "Company") is a limited purpose Delaware corporation
organized on March 19, 1999 solely for the purpose of and limited to issuing
secured notes as full recourse obligations of the Company and loaning the
proceeds from the sale of the secured notes to R&B Falcon Corporation ("R&B
Falcon"). The Company is an affiliate of R&B Falcon through common management,
and all of the Company's shares are owned by management and a director of R&B
Falcon.
On March 26, 1999, the Company issued two series of senior secured notes
with an aggregate principal amount of $800.0 million (the "Senior Secured
Notes"). The Senior Secured Notes consist of $400.0 million of 11% senior
secured notes due 2006 and $400.0 million of 11.375% senior secured notes due
2009. The proceeds from the Senior Secured Notes were then loaned to R&B Falcon.
All of the Company's future cash flows and long-term obligations are guaranteed
by R&B Falcon. See Notes A, B and C of Notes to Interim Financial Statements.
On August 19, 2000, R&B Falcon Corporation, entered into an agreement and
plan of merger with Transocean Sedco Forex Inc. in an all stock transaction.
Under the terms of the definitive agreement, unanimously approved by the board
of directors of both companies, common stockholders of R&B Falcon Corporation
will receive a fixed ratio of 0.5 shares of newly issued Transocean Sedco Forex
Inc. ordinary shares for each R&B Falcon Corporation share. Closing of the
transaction is expected to occur by the end of the first quarter of 2001,
subject to the approval of stockholders from both companies, certain regulatory
approvals, the sale of all vessels involved in the coastwise trade before the
effective time of the merger, and other closing conditions. In addition, R&B
Falcon Corporation will incur an expense in connection with the merger as a
result of the acceleration of vesting of certain stock options and restricted
stock grants immediately prior to the merger, which will be based on unvested
options and stock prices shortly before the merger.
Results of Operations
---------------------
The Company's results of operations for the nine months ended September 30,
2000 and for the period from inception (March 19, 1999) to September 30, 1999
consists of interest and commitment fee revenues from the loans to R&B Falcon
offset by interest expense on the Senior Secured Notes. Interest income and
interest expense increased for the nine months ended September 30, 2000 as
compared to the same period in 1999 as a result of the Company issuing the
Senior Secured Notes and loans to R&B Falcon in the latter part of March 1999.
The Company's results of operations for the three month periods ended
September 30, 2000 and 1999 consists of interest and commitment fee revenues
from the loans to R&B Falcon offset by interest expense on the Senior Secured
Notes.
Liquidity And Capital Resources
-------------------------------
Cash Flows
Cash flows from operating activities are the result of interest income from
R&B Falcon offset by interest expense to the holders of the Senior Secured
Notes.
Net cash used in investing activities was $800.0 million for the period
from inception (March 19, 1999) to September 30, 1999 and was the result of
loans to R&B Falcon.
Net cash provided by financing activities was $800.0 million for the period
from inception (March 19, 1999) to September 30, 1999 and was the result of
proceeds from the issuance of debt obligations. R&B Falcon paid all expenses
related to the issuance of such debt obligations.
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<PAGE>
Liquidity
All of the Company's future cash flows and long-term obligations are
guaranteed by R&B Falcon. The following is a description of R&B Falcon's
industry conditions and liquidity.
Activity in the contract drilling industry and related oil and gas service
businesses deteriorated significantly in 1999 due primarily to decreased
worldwide demand for drilling rigs and related services resulting from a
substantial decline in crude oil prices experienced in 1998 through the first
quarter of 1999. In mid 1999, crude oil prices began a recovery, and demand for
drilling services started to recover as well. However, there can be no assurance
that demand for drilling rigs and related services will reach utilization and
dayrate levels of 1996-1998. To date, while certain markets have improved
substantially, taken as a whole, demand for drilling rigs has not recovered to
the levels experienced in 1996-1998. Oil and gas companies' demand for offshore
drilling services are a function of: 1) current and projected oil and gas
prices, 2) government taxation and concession/leasing policies, 3) the oil and
gas company's lease inventory and existing drilling commitments on leases held,
4) the oil and gas company's free cash flow and general funding availability, 5)
the oil and gas company's internal reserve replacement requirements, 6)
geopolitical factors (e.g., the drive for national hydrocarbons self
sufficiency). The first factor is generally the most important. In particular,
the domestic shallow water market tends to be primarily driven by the price of
natural gas. Continued strength in natural gas prices has recently bolstered
this market.
Changes in demand for exploration and production services can impact R&B
Falcon's liquidity as supply and demand factors directly affect utilization and
dayrates, which are the primary determinants of cash flow from R&B Falcon's
operations. In late 1998 and early 1999, lower crude oil and gas prices reduced
exploration and production spending, which led to significantly lower dayrates
and utilization for offshore drilling companies, particularly in the U.S. Gulf
of Mexico. Management believes such decline in demand also contributed to
terminated or renegotiated contracts for certain of R&B Falcon's deepwater rigs.
While there has been some improvement in utilization and dayrates in certain
segments of drilling activity in which R&B Falcon participates since the
beginning of 2000, if crude oil and/or gas prices were to decline substantially
from current levels, there could be a deterioration in rig utilization and
dayrates which could have a material adverse effect on R&B Falcon's liquidity,
financial position and results of operations.
R&B Falcon has substantially completed or is currently constructing or
significantly upgrading nine deepwater drilling rigs. R&B Falcon estimates its
capital expenditure commitments on these projects and its other routine capital
expenditures for the remainder of 2000 to total approximately $110.0 million. As
of September 30, 2000, R&B Falcon had $353.6 million of cash, cash equivalents,
cash dedicated to capital projects and short-term investments. Also, in the
fourth quarter of 2000, R&B Falcon sold its Israeli oil and gas properties
resulting in net proceeds of approximately $79.8 million and it may be able to
complete the sale of its 38.6% ownership interest in Navis ASA for approximately
$83.0 million. R&B Falcon no longer expects to sell the Seillean and Iolair.
R&B Falcon has limited ability under its indenture covenants to incur
additional recourse indebtedness. However, R&B Falcon believes its projected
level of cash flows from operations, which assumes an industry recovery in 2000,
cash on hand, potential asset sales and/or new financings will be sufficient to
satisfy R&B Falcon's short-term and long-term working capital needs, planned
investments, capital expenditures, debt, lease and other payment obligations. If
R&B Falcon were to build excess cash balances, it will most likely use a portion
of the excess to retire debt and/or preferred obligations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to changes in interest rates with respect to its
debt obligations. The Company's debt obligations as of September 30, 2000
consist of $400.0 million at a fixed rate of 11% due March 2006 and $400.0
million at a fixed rate of 11.375% due March 2009. The estimated fair value of
both debt obligations at September 30, 2000 was $922.5 million.
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<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
10 - Agreement and Plan of Merger dated August 19, 2000, by
and among Transocean Sedco Forex Inc., Transocean
Holdings Inc., TSF Delaware Inc. and R&B Falcon
Corporation.
27 - Financial Data Schedule. (Exhibit 27 is being submitted
as an exhibit only in the electronic format of this
Quarterly Report on Form 10-Q being submitted to the
Securities and Exchange Commission.)
(b) Reports on Form 8-K
There were no Current Reports on Form 8-K filed during the three
months ended September 30, 2000.
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<PAGE>
SIGNATURE
---------
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.
RBF FINANCE CO.
---------------
Date: November 13, 2000 By /s/ T. W. Nagle
--------------------------
T. W. Nagle
Vice President and Treasurer
(Principal Accounting and Financial Officer)
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