READING & BATES CORP
8-K, 1996-07-11
DRILLING OIL & GAS WELLS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         Date of Report:  July 11, 1996

                           READING & BATES CORPORATION
             (Exact name of registrant as specified in its charter)

       Delaware                    1-5587                  73-0642271    
     (State or other             (Commission            (I.R.S. Employer
     jurisdiction of            File Number)          Identification No.)
     incorporation)

                901 Threadneedle, Suite 200, Houston, TX   77079  
              (Address of principal executive offices)   (Zip Code)

  Registrant's telephone number, including area code  (713) 496-5000


  Item 7. Financial Statements and Exhibits

         (c)  Exhibits

                  Exhibit 99 - Press Release dated July 10, 1996  -  Second
                               quarter 1996 earnings release.


                                    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 of the
  undersigned thereunto duly authorized.


                                      READING & BATES CORPORATION


                                      By  /s/T. W. Nagle 
                                          ------------------------
                                          T. W. Nagle
                                          Executive Vice President, 
                                          Finance and Administration 


  Dated: July 11, 1996

                                                                  EXHIBIT 99

  Internet Address:  http://www.rdgbat.com

               "RB Reports Improved Second Quarter 1996 Results"

  For additional information, please contact:           Mr. Charles R. Ofner
                                                              (713) 496-5000

     July 10, 1996,      Houston, Texas ........ Reading & Bates Corporation
  (RB-NYSE) reported net income  of $15.8 million ($.23 net income per share
  after preferred  stock dividends  of $1.2 million) for  the quarter  ended
  June 30, 1996, compared with net income  of $2.4 million ($.02 net  income
  per share after preferred stock dividends of $1.2 million) for the quarter
  ended June 30, 1995.  Operating income for the quarter ended June 30, 1996
  was  $22.4 million  on revenues  of $61.7  million, compared  to operating
  income for the quarter ended June 30, 1995 of $7.4 million on revenues  of
  $50.4  million.    Included in  the 1996 results are  two significant non-
  recurring items:  a $3.5 million gain on the sale of our one mat-supported
  jackup,  the "D.  K. McIntosh"  included in Operating  expenses, partially
  offset by a  non-recurring charge of $1.2  million included in Other,  net
  related to  the write-off  of  expenses for  recent merger  discussions.  
  Notwithstanding the $3.5 million gain on the sale of the jackup, the $15.0
  million  improvement  in operating  income  is  primarily  attributable to
  higher  dayrates and improved  utilization of the fleet.   Utilization for
  the quarter ended  June 30, 1996 was  89% compared to 83%  for the quarter
  ended June 30, 1995. 

     For the six months ended  June 30, 1996 the Company reported net income
  of  $29.3  million  ($.43  net income  per  share  after  preferred  stock
  dividends of $2.4  million) on revenues of $122.9 million compared  to net
  income  of  $2.1  million  ($.01 loss  per  share  after  preferred  stock
  dividends of $2.4 million) on revenues of $98.4 million.   Included in the
  1996 results are two significant non-recurring items:  a $3.5 million gain
  on the sale of a mat-supported jackup, partially offset by a non-recurring
  charge  of $1.2  million included  in Other, net  related to  expenses for
  recent merger discussions.    The increase in revenues is attributable  to
  higher dayrates and  improved fleet utilization.  Utilization for  the six
  months ended June  30, 1996 was  92% compared to  84% for the  same period
  ended June 30, 1995.

     Paul B. Loyd, Jr. the Company's Chairman, President and CEO, said,  "We
  are pleased to report strong profits in the second quarter despite planned
  downtime for  a water  depth upgrade to  3300 feet  for the  "M. G. Hulme,
  Jr.",  one of our  third-generation semis, as well  as downtime associated
  with  capital upgrades and  mobilizations of three of  our 300' cantilever
  jackups.    As we move  into the  third quarter our  active fleet is  100%
  contracted.   The long-term  outlook for our high  specification fleet  is
  excellent as well, as evidenced by the  36 month commitment by Elf  Angola
  for our third-generation semisubmersible, the "Jim Cunningham", the letter
  of  intent   for  approximately   19  months   for  the  second-generation
  semisubmersible, "J. W.  McLean" with Statoil in Ireland, and  the letters
  of intent  issued  by BP  Exploration  providing for  two of  our  fourth-
  generation  semis, the "Paul B. Loyd, Jr." and the "Henry Goodrich", to be
  utilized  for the Schiehallion Field development  drilling project with an
  anticipated total project duration  of 4-1/2 years.   It is apparent  that
  our  investment in  deep-water, high-specification  drilling has  proven a
  sound decision given the increased demand in these sectors. 

     Reading & Bates  is a New York  Stock Exchange listed company, engaging
  in  offshore drilling  services throughout  the world.   Its  wholly owned
  subsidiary,  Reading   &  Bates   Development  Co.,  provides   technical,
  construction  and project  management  services, and  floating  production
  systems to the upstream offshore oil and gas industry worldwide.

                        (financial highlights to follow) 

<TABLE>
                            READING & BATES CORPORATION
                                  AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF OPERATIONS
                       (in thousands except per share amounts)
                                     (unaudited)
<CAPTION>
                                 THREE MONTHS ENDED     SIX MONTHS ENDED
                                      JUNE 30,               JUNE 30,
- ---------------------------------------------------------------------------
                                  1996        1995       1996        1995
- ---------------------------------------------------------------------------
<S>                            <C>         <C>        <C>         <C>
OPERATING REVENUES             $  61,700   $  50,382  $ 122,890   $  98,357
- ---------------------------------------------------------------------------
COSTS AND EXPENSES:
  Operating expenses              26,126      31,234     56,957      63,145
  Depreciation                     7,740       7,380     15,308      14,813
  General and administrative       5,394       4,354      9,984       8,435
- ---------------------------------------------------------------------------
    Total costs and expenses      39,260      42,968     82,249      86,393
- ---------------------------------------------------------------------------
OPERATING INCOME                  22,440       7,414     40,641      11,964
- ---------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
  Interest expense                (3,643)     (3,939)    (6,424)     (7,753)
  Interest income                    484         480        983         905
  Other, net                      (1,062)       (472)    (1,158)       (682)
- ---------------------------------------------------------------------------
    Total other income (expense)  (4,221)     (3,931)    (6,599)     (7,530)
- ---------------------------------------------------------------------------
INCOME BEFORE INCOME TAX
  EXPENSE AND MINORITY INTEREST   18,219       3,483     34,042       4,434
INCOME TAX EXPENSE                 1,179         569      2,272       1,732
MINORITY INTEREST                 (1,205)       (482)    (2,463)       (639)
- ---------------------------------------------------------------------------
NET INCOME                        15,835       2,432     29,307       2,063
DIVIDENDS ON PREFERRED STOCK       1,212       1,215      2,425       2,430
- ---------------------------------------------------------------------------
NET INCOME (LOSS) APPLICABLE 
  TO COMMON STOCKHOLDERS       $  14,623   $   1,217  $  26,882   $    (367)
===========================================================================
PRIMARY NET INCOME (LOSS)
  PER COMMON SHARE             $     .23   $     .02  $     .43   $    (.01)
===========================================================================
FULLY DILUTED NET INCOME
  PER COMMON SHARE             $     .22   $    N/A   $     .41   $    N/A
===========================================================================
WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING:
     PRIMARY                      62,281      59,737     62,124      59,725
     FULLY DILUTED                70,929        N/A      70,771        N/A
============================================================================
                                    (more)
</TABLE>

<TABLE>
                        READING & BATES CORPORATION
                            AND SUBSIDIARIES 
                   CONDENSED CONSOLIDATED BALANCE SHEET
                             (in thousands)
                              (unaudited)
<CAPTION>
- --------------------------------------------------------------------
                                                 6/30/96    12/31/95
- --------------------------------------------------------------------
<S>                                            <C>         <C>
ASSETS:
  Cash and cash equivalents                    $  44,501   $  36,171
  Other current assets                            71,315      59,617
  Net property and equipment                     560,997     505,605
  Other assets                                     4,211       4,387
- --------------------------------------------------------------------
TOTAL ASSETS                                   $ 681,024   $ 605,780
====================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY:
  Current liabilities                          $  43,025   $  54,490
  Long-term obligations                          143,895      95,040
  Other noncurrent liabilities                    62,367      54,695
  Minority interest                               43,355      44,504
  Stockholders' equity                           388,382     357,051
- --------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 681,024   $ 605,780
====================================================================
                               # # #
</TABLE>



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