READING & BATES CORP
8-K, 1997-07-15
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 15, 1997

                           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  (281) 496-5000


  Item 7. Financial Statements and Exhibits

     (c)  Exhibits

            Exhibit 99 - Press Release dated July 15, 1997 - Reading  &  Bates
                         announces second quarter 1997 earnings.


                                    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 
                                          (Principal Financial and
                                          Accounting Officer)

  Dated: July 15, 1997


                                                                   EXHIBIT 99

For additional information, please contact:       Mr. Charles R. Ofner
                                                        (281) 496-5000

           RB Reports Favorable Second Quarter 1997 Results


          July 15, 1997, Houston, Texas ........ Reading &  Bates Corporation
(RB-NYSE) reported net income of $20.2 million  ($.28  net income  per share)
for the three months ended June 30, 1997, compared with net  income  of $15.8
million ($.23 net income per  share  after  preferred stock dividends of $1.2
million) for the three months  ended June 30, 1996.  Operating income for the
quarter ended June 30,  1997 was  $30.0 million on revenues of $98.4 million,
compared to operating income  for the quarter  ended June 30, 1996  of  $22.4
million  on  revenues  of  $61.7 million.  The  $36.7  million improvement to
revenues is  attributable to improved dayrates and utilization as well as the
addition  of  two vessels to the fleet.  Average utilization  for  the  three
months ended June 30, 1997 was 98% compared to 89% for the three months ended
June 30,  1996.  The Company estimates that its net income per   share   from
ongoing drilling operations would have been approximately  $.53 for the three
months ended June  30,  1997  absent Development Company operations.

     For  the  six months ended June 30, 1997 the Company reported net income
of $42.1 million ($.58 net income per share) on  revenues  of $181.8  million
compared  to 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.
The $58.9 million improvements  to revenues is again attributable to improved
dayrates and utilization as well as the addition of two vessels to the fleet.
Average utilization for the six months ended June 30, 1997 was  96%  compared
to 92% for the six months ended June 30, 1996. The Company estimates that its
net  income  per share from  ongoing  drilling  operations  would  have  been
approximately $.93 for the six months ended June 30, 1997 absent  Development
Company operations.

     Paul  B.  Loyd,  Jr. the Company's Chairman,  President  and  CEO, said,
"First,  let me reiterate the significance of our recent  merger announcement 
with  Falcon Drilling.  We believe that  this  merger  is extremely  positive
for shareholders of both companies.  With respect to this quarter's  results,
although we  are very pleased with our  second  quarter  1997  core  drilling
operational  performance, consolidated reported results reflect the write-off
of two  oil  and  gas properties in which Reading & Bates Development Company
had a  partial  interest as well as other expenses related to our Development
Company operations  which, in the aggregate, reduced reported income  by $.25
for the second quarter of 1997.  Although current reported income was reduced
by the write-offs  and  other  costs  of  pursuing  the  Development  Company
strategy, we believe that the Development Company will ultimately provide our
shareholders with value and, as discussed as part  of our merger announcement
with  Falcon,  we  intend  to  seek  a  separate  financial  identity  of the
Development Company, post merger."

     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.,  engages  in  the  business of acquiring
interests  in  offshore  oil and gas properties and thereby  participates  in
reservoir risk sharing.   Through  its  TOPS joint   venture,  a  full  range
of field development contracting alternatives  is  offered  to  oil  and  gas
companies,  including  such  services  as   drilling,   marine   and   subsea
construction and  production facilities.


                          (financial highlights to follow)




                             READING & BATES CORPORATION
                                  AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF OPERATIONS
                       (in thousands except per share amounts)
                                      (unaudited)

                                  THREE MONTHS ENDED         SIX MONTHS ENDED
                                       JUNE 30,                   JUNE 30,
- -------------------------------------------------------------------------------
                                   1997         1996         1997        1996
- ------------------------------------------------------------------------------
OPERATING REVENUES              $ 98,371     $ 61,700    $ 181,802   $ 122,890
- -------------------------------------------------------------------------------
COSTS AND EXPENSES:
  Drilling operations             35,339       25,384       70,756      55,576
  Development operations          16,968          742       18,065       1,381
  Depreciation                    10,389        7,740       20,241      15,308
  General and administrative       5,714        5,394       11,562       9,984
- -------------------------------------------------------------------------------
    Total costs and expenses      68,410       39,260      120,624      82,249
- -------------------------------------------------------------------------------
OPERATING INCOME                  29,961       22,440       61,178      40,641
- -------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
  Interest expense, net of
    capitalized interest         (4,560)      (3,643)       (8,089)     (6,424)
  Interest income                   983          484         1,830         983
  Other, net                       (125)      (1,062)         (417)     (1,158)
- -------------------------------------------------------------------------------
    Total other income (expense) (3,702)      (4,221)       (6,676)     (6,599)
- -------------------------------------------------------------------------------
INCOME BEFORE INCOME TAX
  EXPENSE AND MINORITY INTEREST  26,259       18,219        54,502      34,042
- -------------------------------------------------------------------------------
INCOME TAX EXPENSE:
  Current                         1,486        1,179         2,978       2,272
  Deferred                        3,511            -         5,078           -
- -------------------------------------------------------------------------------
    Total income tax expense      4,997        1,179         8,056       2,272
- -------------------------------------------------------------------------------
MINORITY INTEREST                (1,099)      (1,205)       (4,370)     (2,463)
- -------------------------------------------------------------------------------
NET INCOME                       20,163       15,835        42,076      29,307

DIVIDENDS ON PREFERRED STOCK          -        1,212             -       2,425
- -------------------------------------------------------------------------------
NET INCOME APPLICABLE 
  TO COMMON STOCKHOLDERS      $  20,163     $ 14,623     $  42,076   $  26,882
===============================================================================
PRIMARY NET INCOME
  PER COMMON SHARE            $     .28     $    .23     $     .58   $     .43
===============================================================================
FULLY DILUTED NET INCOME
  PER COMMON SHARE            $     N/A     $    .22     $     N/A   $     .41
===============================================================================
WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING:
     PRIMARY                     72,060       62,281        72,034      62,124
     FULLY DILUTED                  N/A       70,929           N/A      70,771
===============================================================================



                         READING & BATES CORPORATION
                              AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                               (in thousands)


=============================================================================
                                                       6/30/97      12/31/96
=============================================================================

ASSETS:
  Cash, cash equivalents and short-term investments  $  80,067     $  59,089
  Other current assets                                 111,596        81,001
  Net property and equipment                           718,414       657,629
  Other assets                                          52,385        10,471
- -----------------------------------------------------------------------------
TOTAL ASSETS                                         $ 962,462     $ 808,190
=============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY:
  Current liabilities                                $  74,138     $  55,132
  Long-term obligations                                286,673       207,578
  Other noncurrent liabilities                          56,425        52,726
  Minority interest                                     50,536        46,147
  Stockholders' equity                                 494,690       446,607
- -----------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 962,462      $ 808,190
=============================================================================



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