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: February 14, 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 99.1 - Press Release dated February 13, 1996
- the Company's fourth generation
semisubmersible "Sonat Arcade
Frontier" is renamed to the "Paul B.
Loyd, Jr."
Exhibit 99.2 - Press Release dated February 13, 1996
- 4th Quarter and Yearend 1995
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: February 14, 1996
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Mr. Charles R. Ofner
(713) 496-5000
February 13, 1996, Houston, Texas.....Reading & Bates
Corporation announced today that the Board of Directors of
Arcade Drilling AS has approved a new name for its fourth
generation semisubmersible, formerly known as the "Sonat
Arcade Frontier". The vessel has been renamed the "Paul B.
Loyd, Jr," in honor of the current Chairman and CEO of Reading
& Bates. Mr. Loyd also serves as the Chairman of Arcade
Drilling. Reading & Bates owns approximately 75 percent of
Arcade Drilling. Arcade Drilling awarded a subsidiary of
Reading & Bates a five year management contract for the
"Paul B. Loyd, Jr." in December 1995.
Reading & Bates is a New York Stock Exchange listed
company, providing 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.
# # #
EXHIBIT 99.2
For additional information,
please contact: Mr. Charles R. Ofner
(713) 496-5000
"RB Reports Improved 4th Quarter and Year End 1995 Results"
February 13, 1996, Houston, Texas ........ Reading &
Bates Corporation (RB- NYSE) reported net income of $21.8
million ($.28 net income per share after preferred stock
dividends of $4.9 million) for the year ended December 31,
1995, compared with a net loss of $17.1 million ($.39 loss per
share after preferred stock dividends of $4.9 million) for the
year ended December 31, 1994. Included in the 1995 results is
an extraordinary gain of $3.4 million related to the
extinguishment of a debt obligation offset by non- recurring
charges of $1.2 million included in Other, net related to
expenses for merger discussions. Operating income for the
year ended December 31, 1995 was $38.2 million on revenues of
$212.8 million, compared to an operating loss for the year
ended December 31, 1994 of $.8 million on revenues of $169.1
million. The $39.0 million improvement to operating income
is primarily attributable to increased revenues. Revenues
increased due to improved dayrates as well as increased
utilization of the fleet during 1995. Average utilization for
the year ended December 31, 1995 was 86% compared to 75% for
the year ended December 31, 1994.
For the fourth quarter of 1995, the Company reported net
income of $10.7 million ($.15 net income per share after
preferred stock dividends of $1.2 million) compared to a net
loss of $5.6 million ($.11 loss per share after preferred
stock dividends of $1.2 million) for the fourth quarter of
1994. Included in the fourth quarter 1995 results is an
extraordinary gain of $3.4 million related to the
extinguishment of a debt obligation offset by non-recurring
charges of $1.2 million included in Other, net related to
expenses for merger discussions. Operating income for the
fourth quarter of 1995 was $13.6 million on revenues of $59.8
million compared to an operating loss for the fourth quarter
of 1994 of $.6 million on revenues of $44.4 million.
Utilization for the quarter ended December 31, 1995 was 87%
compared to 81% for the quarter ended December 31, 1994.
Operating income for the fourth quarter of 1995 increased $.9
million over operating income reported in the third quarter of
1995 of $12.7 million.
Paul B. Loyd, Jr. the Company's Chairman and CEO, said,
"We are pleased to report a profitable fourth quarter and
profitable year. As expected, the high specification
semisubmersible and the premium 300-foot jackup markets
continued to tighten throughout 1995. With our concentration
of high-end rigs in both segments and substantially improved
contract status as compared to 1994, we were able to benefit
from operating leverage to report improved results. We're
optimistic that this trend will continue in 1996. As we move
into the first quarter of 1996, our core fleet is 100%
contracted, and prospects are good that we can maintain high
utilization levels throughout 1996. Dayrates now being set
at the margin, particularly for our semis, are continuing to
climb and are substantially in excess of those achieved on
average in the fourth quarter of 1995.
Reading & Bates completed several important vessel
acquisitions in 1995 including the previously announced
acquisition of the "Iolair", a dynamically positioned third-
generation semisubmersible support vessel and, "Rig 42", a
large second-generation semi. Our fourth quarter and
year-to-date results did not benefit materially from these
acquisitions, but we expect these two vessels to contribute
substantial incremental net income in 1996 and thereafter.
With the completion of the previously announced private
financings in December 1995, we have improved financial
flexibility to take advantage of new opportunities. With our
topnotch fleet, improved market conditions and solid financial
position, we're looking forward to a banner year for Reading &
Bates."
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.
# # #
READING & BATES CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
- -----------------------------------------------------------------------------
1995 1994 1995 1994
(unaudited)
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 59,777 $ 44,435 $ 212,795 $ 169,058
- -----------------------------------------------------------------------------
COSTS AND EXPENSES:
Operating expenses 33,422 32,680 127,070 122,981
Depreciation and amortization 7,770 7,566 30,369 28,909
General and administrative 5,018 4,752 17,139 17,993
- -----------------------------------------------------------------------------
Total costs and expenses 46,210 44,998 174,578 169,883
- -----------------------------------------------------------------------------
OPERATING INCOME (LOSS) 13,567 (563) 38,217 (825)
- -----------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest expense (3,606) (3,934) (15,303) (13,694)
Interest income 429 668 1,832 3,263
Other, net (1,054) (533) (2,008) (2,647)
- -----------------------------------------------------------------------------
Total other income (expense) (4,231) (3,799) (15,479) (13,078)
- -----------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX
EXPENSE, MINORITY INTEREST AND
EXTRAORDINARY GAIN 9,336 (4,362) 22,738 (13,903)
INCOME TAX EXPENSE 1,285 1,302 2,824 4,093
MINORITY INTEREST (822) 52 (1,522) 850
- -----------------------------------------------------------------------------
INCOME (LOSS) BEFORE
EXTRAORDINARY GAIN 7,229 (5,612) 18,392 (17,146)
EXTRAORDINARY GAIN 3,430 - 3,430 -
- -----------------------------------------------------------------------------
NET INCOME (LOSS) 10,659 (5,612) 21,822 (17,146)
DIVIDENDS ON PREFERRED STOCK 1,213 1,215 4,855 4,859
- -----------------------------------------------------------------------------
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCKHOLDERS $ 9,446 $ (6,827) $ 16,967 $ (22,005)
=============================================================================
EARNINGS (LOSS) PER COMMON SHARE:
INCOME (LOSS) BEFORE
EXTRAORDINARY GAIN $ .10 $ (.11) $ .22 $ (.39)
EXTRAORDINARY GAIN .05 - .06 -
- -----------------------------------------------------------------------------
NET INCOME (LOSS) $ .15 $ (.11) $ .28 $ (.39)
=============================================================================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 61,280 59,713 60,208 56,900
=============================================================================
</TABLE>
READING & BATES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
12/31/95 12/31/94
- ---------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 36,171 $ 42,319
Other current assets 59,617 50,430
Net property and equipment 505,605 490,319
Other assets 4,387 3,733
- ---------------------------------------------------------------------
TOTAL ASSETS $ 605,780 $ 586,801
=====================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities $ 54,490 $ 86,041
Long-term obligations 95,040 81,937
Other noncurrent liabilities 54,695 52,792
Minority interest 44,504 43,871
Stockholders' equity 357,051 322,160
- ---------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 605,780 $ 586,801
=====================================================================
</TABLE>
