READING & BATES CORP
8-K, 1997-01-28
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:  Janaury 28, 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 January 27, 1997 - Reading
                            & Bates announces 4th Quarter and Yearend 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 
                                          (Principal Financial and
                                          Accounting Officer)

  Dated: January 28, 1997

                                                                   EXHIBIT 99

          RB Reports Improved Fourth Quarter and Year End 1996 Results

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

      January  27,  1997,         Houston,  Texas ........  Reading  &  Bates
   Corporation  (RB-NYSE) reported  net income  of $77.9  million ($1.15  net
   income per share after preferred stock dividends  of $3.6 million) for the
   year  ended December 31,  1996, compared with 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.   Operating income for the
   year  ended December  31, 1996 was  $107.4 million  on revenues  of $290.2
   million, compared  to operating  income for  the year  ended December  31,
   1995 of $38.2  million on revenues of  $212.8 million.  The  $69.2 million
   improvement   to  operating  income   is  predominantly   attributable  to
   increased revenues;  revenues for the  company increased primarily due  to
   improved dayrates  as well as fleet  additions which occurred  in 1995 and
   in 1996.   Average utilization  for the year  ended December 31, 1996  was
   92% compared to 86% for the year ended December 31, 1995. 

      For the  fourth quarter  of 1996,  the Company  reported net  income of
   $26.0 million  ($.36   net income  per share)  compared to  net income  of
   $10.7 million ($.15 net income  per share after preferred  stock dividends
   of $1.2  million) for the  fourth quarter of  1995.  Operating income  for
   the fourth quarter of  1996 was $38.3 million on revenues of $90.9 million
   compared  to operating  income  for the  fourth quarter  of 1995  of $13.6
   million on  revenues of  $59.8 million.   Again,  this increase  primarily
   results  from  improved   revenues  from  increased  dayrates   and  fleet
   additions.  Utilization for  the quarter ended December  31, 1996 was  92%
   compared to 87% for the quarter ended December 31, 1995.

      Paul B.  Loyd, Jr.  the Company's  Chairman, President  and CEO,  said,
   "1996 reflected a  decisive improvement in  results for  Reading &  Bates.
   We are very  pleased to report strong  profits for the fourth  quarter and
   for the year.   Several factors contributed  to our success this  year:  a
   robust market  which saw significant increases  in dayrates, a competitive
   fleet made  stronger by prudent capital investments  during the year and a
   solid financial structure with  substantial operating leverage.  Perhaps a
   more  pertinent exercise  at  this juncture,  however,  is to  examine the
   factors needed  for  continued success  in  this  industry.   Namely,  the
   capability to meet  worldwide demand for high  specification and deepwater
   drilling services,  the ability  to reinvest  responsibly  the cash  flows
   generated in  today's environment and  the ability to  maintain or improve
   operating margins.  We believe that Reading & Bates will continue to  meet
   these  criteria for  continued  success.   Specifically, Reading  & Bates'
   proven ability to  develop key investment  alternatives in  its core  high
   specification drilling business,  as well as its  involvement in  floating
   production,  field development,  TOPS  (which  is RB's  field  development
   joint  venture),  the  Allegheny  venture   and  other  similar  vehicles,
   provides excellent reinvestment  opportunities.  Thus, we view our role as
   a leader  in an  exciting and  expanding market,  and we  look forward  to
   continued  success  measured both  in  terms  of  providing  value to  our
   shareholders and providing an excellent product to the market."

      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)


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


                                    THREE MONTHS ENDED        YEAR ENDED
                                       DECEMBER 31,           DECEMBER 31,
- -----------------------------------------------------------------------------
                                      1996      1995         1996       1995
- -----------------------------------------------------------------------------
OPERATING REVENUES                 $ 90,920  $ 59,777    $ 290,223  $ 212,795
- -----------------------------------------------------------------------------
COSTS AND EXPENSES:
  Operating expenses                 35,871    33,422      126,708    127,070
  Depreciation                        9,592     7,770       33,584     30,369
  General and administrative          7,184     5,018       22,579     17,139
- -----------------------------------------------------------------------------
    Total costs and expenses         52,647    46,210      182,871    174,578
- -----------------------------------------------------------------------------
OPERATING INCOME                     38,273    13,567      107,352     38,217
- -----------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
  Interest expense, net of
   capitalized interest              (4,995)   (3,606)     (14,781)   (15,303)
  Interest income                       651       429        2,185      1,832
  Other, net                           (408)   (1,054)      (2,272)    (2,008)
- -----------------------------------------------------------------------------
    Total other income (expense)     (4,752)   (4,231)     (14,868)   (15,479)
- -----------------------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE, 
  MINORITY INTEREST AND
  EXTRAORDINARY GAIN                 33,521     9,336       92,484     22,738

INCOME TAX EXPENSE                    4,515     1,285        7,884      2,824

MINORITY INTEREST                    (3,042)     (822)      (6,684)    (1,522)
- -----------------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY GAIN     25,964     7,229       77,916     18,392

EXTRAORDINARY GAIN                        -     3,430            -      3,430
- -----------------------------------------------------------------------------
NET INCOME                           25,964    10,659       77,916     21,822

DIVIDENDS ON PREFERRED STOCK              -     1,213        3,631      4,855
- -----------------------------------------------------------------------------
NET INCOME APPLICABLE 
  TO COMMON STOCKHOLDERS           $ 25,964  $  9,446    $  74,285  $  16,967
=============================================================================
PRIMARY NET INCOME PER COMMON SHARE:
  INCOME BEFORE
     EXTRAORDINARY GAIN            $    .36  $    .10    $    1.15  $     .22
  EXTRAORDINARY GAIN                      -       .05            -        .06
- -----------------------------------------------------------------------------
    NET INCOME                     $    .36  $    .15    $    1.15  $     .28
=============================================================================
FULLY DILUTED NET INCOME
  PER COMMON SHARE                 $      -  $      -    $    1.10  $       -
=============================================================================
WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING:
    PRIMARY                          71,493    61,280       64,620     60,208
    FULLY DILUTED                         -         -       71,027          -
=============================================================================
                                  (more)


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

- --------------------------------------------------------------------------
                                                    12/31/96      12/31/95
- --------------------------------------------------------------------------
ASSETS:
  Cash and cash equivalents                        $  59,089     $  36,171
  Other current assets                                81,001        59,617
  Net property and equipment                         657,629       505,605
  Other assets                                        10,471         4,387
- --------------------------------------------------------------------------
TOTAL ASSETS                                       $ 808,190     $ 605,780
==========================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY:
  Current liabilities                              $  55,132     $  54,490
  Long-term obligations                              207,578        95,040
  Other noncurrent liabilities                        52,726        54,695
  Minority interest                                   46,147        44,504
  Stockholders' equity                               446,607       357,051
- --------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 808,190     $ 605,780
==========================================================================
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