ROWAN COMPANIES INC
10-Q, 1994-08-12
DRILLING OIL & GAS WELLS
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<PAGE>   1





                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                                      
                                      
                                  FORM 10-Q


            (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1994
                                      
            ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM_____TO_____



                            ROWAN COMPANIES, INC.
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Delaware                       1-5491                75-0759420    
- - -------------------------------      ---------------       ------------------
(State or other jurisdiction of      Commission File        (I.R.S. Employer
incorporation or organization)            Number           Identification No.)

                                                            
5450 Transco Tower, 2800 Post Oak Boulevard, Houston, Texas        77056-6196
- - -----------------------------------------------------------        ----------
         (Address of principal executive offices)                  (Zip Code)


                                (713) 621-7800
              --------------------------------------------------
              Registrant's telephone number, including area code


                                 Inapplicable
             ----------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report)
  


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
                                                             ----       ----

The number of shares of common stock, $.125 par value, outstanding at July 31,
1994 was 84,156,737.
<PAGE>   2
                             ROWAN COMPANIES, INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                                            Page No.
                                                                                            --------
         <S>              <C>                                                                 <C>
         PART I.          Financial Information:


                                  Consolidated Balance Sheet --
                                  June 30, 1994 and December 31, 1993 . . . . . . . . . . .    2

                                  Consolidated Statement of Operations --
                                  Three and Six Months Ended June 30, 1994
                                  and 1993  . . . . . . . . . . . . . . . . . . . . . . . .    4

                                  Consolidated Statement of Cash Flows --
                                  Six Months Ended June 30, 1994
                                  and 1993  . . . . . . . . . . . . . . . . . . . . . . . .    5

                                  Notes to Consolidated Financial Statements  . . . . . . .    6

                                  Management's Discussion and Analysis
                                  of Financial Condition and Results
                                  of Operations . . . . . . . . . . . . . . . . . . . . . .    8

         PART II.         Other Information:

                                  Exhibits and Reports on Form 8-K  . . . . . . . . . . . .   11
                                                                                              
</TABLE>
<PAGE>   3
                      PART  I.   FINANCIAL  INFORMATION
                                      
                                      
                    ROWAN COMPANIES, INC. AND SUBSIDIARIES
                                      
                          CONSOLIDATED BALANCE SHEET
                     (IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                         June  30,    December 31,
                                                           1994           1993
                                                        ----------    ------------
                                                              (Unaudited)
<S>                                                     <C>           <C>
                         ASSETS                                                
CURRENT ASSETS:
  Cash and cash equivalents...........................  $  106,389    $    116,778
  Receivables- trade and other........................      80,128          83,429
  Inventories- at cost:
    Raw materials and supplies........................      34,136          14,002
    Work-in-progress..................................      14,083
    Finished goods....................................       3,157
  Prepaid expenses....................................       4,805           1,312
  Costs of turnkey drilling contracts in progress.....         486             785
                                                        ----------    ------------
         Total current assets.........................     243,184         216,306
                                                        ----------    ------------

INVESTMENT IN AND ADVANCES TO 49% OWNED COMPANIES.....      33,714          33,569
                                                        ----------    ------------

PROPERTY, PLANT AND EQUIPMENT - at cost:
  Drilling equipment..................................     956,664         950,538
  Aircraft and related equipment......................     175,570         166,791
  Manufacturing plant and equipment...................      18,422
  Other property and equipment........................      82,621          81,636
                                                        ----------    ------------
         Total........................................   1,233,277       1,198,965
  Less accumulated depreciation and amortization           714,578         691,772
                                                        ----------    ------------
         Property, plant and equipment - net..........     518,699         507,193
                                                        ----------    ------------

OTHER ASSETS AND DEFERRED CHARGES.....................       9,318           8,195
                                                        ----------    ------------

         TOTAL........................................  $  804,915    $    765,263
                                                        ==========    ============
</TABLE>
See Notes to Consolidated Financial Statements.




                                      -2-





<PAGE>   4





<TABLE>
<CAPTION>
                                                                June 30,    December 31,    
                                                                  1994         1993       
                                                               ---------    -----------                        
                                                                     (Unaudited)         
<S>                                                             <C>          <C>          
     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                                                      
 Current maturities of long-term debt..............            $   4,208    $     8,127     
 Accounts payable - trade..........................               19,696         15,887     
 Other current liabilities.........................               29,973         20,175     
                                                               ---------    -----------
      Total current liabilities....................               53,877         44,189     
                                                               ---------    -----------                           
LONG-TERM DEBT - less current maturities...........              248,651        207,137     
                                                               ---------    -----------                           
OTHER LIABILITIES..................................               29,726         30,409     
                                                               ---------    -----------                           
DEFERRED CREDITS:                                                                         
 Income taxes......................................                4,583          4,314     
 Gain on sale/leaseback transactions...............               17,156         18,742     
 Other.............................................                   73            172     
                                                               ---------    -----------
      Total deferred credits.......................               21,812         23,228     
                                                               ---------    -----------                           
STOCKHOLDERS' EQUITY:                                                                     
 Preferred stock, $1.00 par value:                                                        
  Authorized 5,000,000 shares issuable in series:                                         
    Series I Preferred Stock, authorized 6,500 shares;
    none issued 
    Series II Preferred Stock, authorized
    6,000 shares; none issued 
    Series A Junior Preferred Stock, authorized  
      1,500,000 shares; none issued 
 Common stock, $.125 par value:                                                           
  Authorized 150,000,000 shares; issued 85,578,481                                        
    shares at June  30, 1994 and 85,349,906 shares                                        
    at December 31, 1993...........................               10,697         10,669     
Additional paid-in capital.........................              388,278        385,937     
Retained earnings..................................               54,359         66,179     
Less cost of 1,457,919 treasury shares.............                2,485          2,485     
                                                               ---------    -----------
      Total stockholders' equity...................              450,849        460,300     
                                                               ---------    -----------                           
      TOTAL........................................            $ 804,915    $   765,263     
                                                               =========    ===========               
</TABLE>
See Notes to Consolidated Financial Statements.




                                      -3-





<PAGE>   5
                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                    (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                               For The Three Months    For The Six Months
                                                  Ended June 30,         Ended June 30,
                                             ----------------------  --------------------
                                                 1994       1993        1994       1993
                                             ----------  ----------  ---------  ---------
                                                            (Unaudited)
<S>                                           <C>       <C>          <C>        <C>
REVENUES:
   Drilling services.......................  $ 60,345   $ 60,193     $ 124,800  $ 120,255
   Aircraft services.......................    22,392     21,900        37,863     35,378
   Manufacturing sales and services........    22,643                   43,421
                                             --------   --------     ---------  ---------
          Total............................   105,380     82,093       206,084    155,633
                                             --------   --------     ---------  ---------

COSTS AND EXPENSES:
   Drilling services.......................    50,126     50,283        98,708    100,733
   Aircraft services.......................    17,930     17,394        34,496     31,616
   Manufacturing sales and services........    21,048                   40,678
   Depreciation and amortization...........    12,680     13,221        25,174     26,182
   General and administrative..............     3,550      3,113         7,257      6,370
                                             --------   --------     ---------  ---------
          Total............................   105,334     84,011       206,313    164,901
                                             --------   --------     ---------  ---------
INCOME (LOSS) FROM OPERATIONS..............        46     (1,918)         (229)    (9,268)
                                             --------   --------     ---------  ---------
OTHER INCOME (EXPENSE):
   Interest expense........................    (6,978)    (6,449)      (13,608)   (12,813)
   Gain on disposals of property, plant and
     equipment.............................        34          5           216         83
   Interest income.........................     1,102        261         2,045        440
   Other- net..............................        13         29           112        100
                                             --------   --------     ---------  ---------
          Other income (expense)- net......    (5,829)    (6,154)      (11,235)   (12,190)
                                             --------   --------     ---------  ---------
INCOME (LOSS) BEFORE INCOME TAXES..........    (5,783)    (8,072)      (11,464)   (21,458)
   Provision for income taxes..............        79        125           356        248
                                             --------   --------     ---------  ---------
NET INCOME (LOSS)..........................  $ (5,862)  $ (8,197)    $ (11,820) $ (21,706)
                                             ========   ========     =========  =========

EARNINGS (LOSS) PER COMMON SHARE (Note 5)..  $   (.07)  $   (.11)    $    (.14) $    (.29)
                                             ========   ========     =========  =========
</TABLE>

See Notes to Consolidated Financial Statements.



                                      -4-





<PAGE>   6
                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       For The Six Months
                                                                         Ended June 30,
                                                                     -----------------------
                                                                       1994           1993
                                                                     --------       --------
                                                                          (Unaudited)
<S>                                                                  <C>            <C>
CASH PROVIDED BY (USED IN):
  Operations:
     Net income (loss)..................................             $(11,820)      $(21,706)
     Noncash charges (credits) to net income (loss):
        Depreciation and amortization...................               25,174         26,182
        Gain on disposals of property, plant and equipment               (216)           (83)
        Compensation expense............................                2,248          1,985
        Change in sale/leaseback payable................               (5,136)        (4,581)
        Amortization of sale/leaseback gain.............               (1,586)        (1,586)
        Provision for pension and postretirement 
          benefits .....................................                3,274          2,693
        Other-net.......................................                 (201)        (1,489)
     Changes in current assets and liabilities:
        Receivables-trade and other.....................               17,159        (10,716)
        Inventories.....................................                  598            420
        Other current assets............................               (2,305)        (1,037)
        Current liabilities.............................               (1,104)         7,495
     Net changes in other noncurrent assets and 
        liabilitues.....................................               (3,525)         1,306
                                                                     --------       --------
  Net cash provided by (used in) operations.............               22,560         (1,117)
                                                                     --------       --------

  Investing activities:
     Property and equipment additions...................              (19,387)       (12,748)
     Acquisition of net manufacturing assets............              (10,414)
     Advances to affiliates.............................                                 (51)
     Proceeds from disposals of property, plant and
        equipment.......................................                  685             91
                                                                     --------       --------
  Net cash used in investing activities.................              (29,116)       (12,708)
                                                                     --------       --------

  Financing activities:
     Proceeds from common stock offering, net of issue
       costs............................................                              92,000
     Proceeds from borrowings...........................                              13,395
     Repayments of borrowings...........................               (4,062)       (13,999)
     Other-net.........................................                   229            414
                                                                     --------       --------
  Net cash provided by (used in) financing activities...               (3,833)        91,810
                                                                     --------       --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........              (10,389)        77,985
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..........              116,778         29,550
                                                                     --------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD................             $106,389       $107,535
                                                                     ========       ========
</TABLE> 

See Notes to Consolidated Financial Statements.

                                      -5-





<PAGE>   7
                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   The consolidated financial statements of the Company included herein have
     been prepared without audit pursuant to the rules and regulations of the
     Securities and Exchange Commission.  Certain information and notes
     normally included in financial statements prepared in accordance with
     generally accepted accounting principles have been condensed or omitted
     pursuant to such rules and regulations; however, the Company believes that
     the disclosures included herein are adequate to make the information
     presented not misleading.  It is suggested that these condensed financial
     statements be read in conjunction with the financial statements and
     related notes included in the Company's 1993 Annual Report to Stockholders
     incorporated by reference in the Form 10-K for the year ended December 31,
     1993.

2.   In the opinion of the Company, the accompanying unaudited consolidated
     financial statements contain all adjustments and reclassifications, which
     are of a normal recurring nature, necessary to present fairly its
     financial position as of June 30, 1994 and December 31, 1993, and the
     results of its operations for the three and six month periods ended June
     30, 1994 and 1993 and its cash flows for the six months ended June 30,
     1994 and 1993.

3.   The results of operations for the three and six month periods ended June
     30, 1994 are not necessarily indicative of the results to be expected for
     the full year.

4.   On February 11, 1994, the Company completed the acquisition of
     substantially all of the assets, and assumed certain related liabilities,
     of Marathon LeTourneau Company for $52.1 million pursuant to an agreement
     with General Cable Corporation dated November 12, 1993.  The acquisition
     was financed with $10.4 million in cash and $41.7 million in 7% promissory
     notes due in 1999 and has been recorded using the purchase method of
     accounting.  The accompanying  financial statements give effect to the
     acquisition as of January 1, 1994 and include the financial position,
     results of operations and cash flows associated with the acquired net
     assets from that date forward.  Had the acquisition been completed
     effective January 1, 1993, the Company's operating results for the first
     six months of 1993 would have been as follows: revenues - $208.2 million,
     net loss - $19.6 million and net loss per common share - $.26.




                                      -6-





<PAGE>   8

5.  Computation of primary and fully diluted earnings (loss) per share is as
    follows (in thousands except per share amounts):

<TABLE>
<CAPTION>
                                                                  For The                    For The
                                                            Three Months Ended           Six Months Ended
                                                                  June 30,                   June 30,
                                                          ----------------------     ------------------------
                                                            1994          1993          1994          1993         
                                                          --------      --------     ---------      ---------      
    <S>                                                   <C>           <C>          <C>            <C>            
    Weighted average shares of common                                                                              
      stock outstanding ................................    84,034        74,559        83,967         73,936      
                                                                                                                   
    Stock options (treasury stock method)...............     1,729 (A)     1,524 (A)     1,456 (A)      1,357 (A)  
                                                          --------      --------     ---------      ---------      
                                                                                                                   
    Weighted average shares for primary                                                                            
      earnings (loss) per share calculation.............    85,763        76,083        85,423         75,293      
                                                                                                                   
    Stock options (treasury stock method)...............        35 (A)         4 (A)        27 (A)         21 (A)  
                                                                                                                   
    Shares issuable from assumed conversion                                                                        
      of floating rate convertible subordinated                                                                    
      debentures .......................................       478 (A)       478 (A)       478 (A)        554 (A)  
                                                          --------      --------     ---------      ---------      
                                                                                                                   
    Weighted average shares for fully diluted                                                                      
      earnings (loss) per share calculation ............    86,276        76,565        85,928         75,868      
                                                          ========      ========     =========      =========      
                                                                                                                   
    Net income (loss) for primary calculation...........  $ (5,862)     $ (8,197)    $ (11,820)     $ (21,706)     
                                                                                                                   
    Subordinated debenture interest, net of                                                                        
      income tax effect ................................        64            67           130            148      
                                                          --------      --------     ---------      ---------      
                                                                                                                   
    Net income (loss) for fully diluted                                                                            
      calculation ......................................  $ (5,798)     $ (8,130)    $ (11,690)     $ (21,558)     
                                                          ========      ========     =========      =========      
    Earnings (loss) per share:                                                                                     
                                                                                                                   
      Primary ..........................................  $   (.07)     $   (.11)    $    (.14)     $    (.29)     
                                                          ========      ========     =========      =========      
                                                                                                                   
      Fully diluted ....................................  $   (.07)     $   (.11)    $    (.14)     $    (.28)(B)  
                                                          ========      ========     =========      =========      
</TABLE> 




(A) Included in accordance with Regulation S-K Item 601 (b) (11) although not
    required to be provided by Accounting Principles Board ("APB") Opinion No.
    15 because the effect is insignificant.

(B) This calculation is submitted in accordance with Regulation S-K Item 601
    (b) (11) although it is contrary to paragraph 40 of APB Opinion No. 15
    because it produces an antidilutive result.



                                      -7-





<PAGE>   9





                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations



RESULTS OF OPERATIONS

Six Months Ended June 30, 1994 Compared to 
         Six Months Ended June 30, 1993

         The Company incurred a net loss of $11.8 million in the first half of
1994 compared to a net loss of $21.7 million in the same period of 1993.  The
46% decrease in loss was, in part, affected by the inclusion of the operating
results of manufacturing in the first half of 1994 and by the increase in
combined drilling and aviation revenues between the periods of $7.0 million
(5%) which more than offset the negligible increase in combined drilling and
aviation operating expenses.  Also contributing to the decrease in loss was a
$1.6 million increase in interest income attributable to the investment of the
net proceeds from the June 1993 public offering of 10 million shares of common
stock.

         A comparison of the revenues and operating profit (loss) from
drilling, aviation, manufacturing and consolidated operations for the first
half of 1994 and 1993, respectively, is reflected below (dollars in thousands):

<TABLE>
<CAPTION>
                               Drilling                Aviation         Manufacturing          Consolidated
                         ---------------------  --------------------  ------------------   ------------------
                           1994         1993      1994        1993      1994      1993       1994      1993
                         --------     --------  --------    --------  --------  --------   --------  --------
<S>                      <C>          <C>        <C>        <C>       <C>       <C>        <C>       <C>

Revenues                 $124,800     $120,255   $37,863    $35,378   $43,421              $206,084  $155,633

Percent of
Consolidated Revenues          61%          77%       18%        23%       21%                  100%      100%

Operating Profit         $  7,198     $ (1,160)  $(2,049)   $(1,738)  $ 1,879              $  7,028  $ (2,898)
(Loss) (1)
</TABLE>
- - -------------
(1) Income (loss) from operations before deducting general and administrative
    expenses.


         As reflected above, the Company's consolidated operating results
improved $9.9 million when the $7.0 million operating profit in the first half
of 1994 is compared to the $2.9 million operating loss in the first half of
1993.  An $8.0 million decline in turnkey drilling revenues was more than
offset by the aggregate effect of a $12.6 million increase in day rate drilling
revenues and a decrease of $2.0 million in drilling operating expenses.
Turnkey drilling revenues and incremental operating profit for the first half
of 1994 were $26.5 million and $1.9 million, respectively, compared to $34.5
million and $2.7 million, respectively, for the same period in 1993.  The
aviation operating results in both the 1994 and 1993 periods reflect the normal
reduced flying activity in Alaska throughout much of the first four months of
the year.

Three Months Ended June 30, 1994 Compared to 
         Three Months Ended June 30, 1993

         The Company incurred a net loss of $5.9 million in the second quarter
of 1994 compared to a net loss of $8.2 million in the same quarter of 1993.
The 28% decrease in loss was, in part, affected by the inclusion of the
manufacturing operations in 1994 and by a $0.8 million increase in interest
income for the reason noted above.

                                     -8-
<PAGE>   10
         A comparison of the revenues and operating profit (loss) from
drilling, aviation, manufacturing and consolidated operations for the second
quarters of 1994 and 1993, respectively, is reflected below (dollars in
thousands):

<TABLE>
<CAPTION>
                             Drilling            Aviation          Manufacturing          Consolidated        
                         -----------------    -----------------   ------------------   -------------------    
                           1994     1993        1994     1993       1994      1993       1994       1993    
                         -------   -------    -------   -------   -------    -------   --------    ------- 
<S>                      <C>       <C>        <C>       <C>       <C>        <C>       <C>         <C>        
Revenues                 $60,345   $60,193    $22,392   $21,900   $22,643              $105,380    $82,093    
                                                                                                              
Percent of                                                                                                    
Consolidated Revenues         57%       73%        21%       27%       22%                  100%       100%   
                                                                                                              
Operating Profit         $   724   $  (540)   $ 1,754   $ 1,735   $ 1,118              $  3,596    $ 1,195    
(Loss)                                                                              
</TABLE>


         As reflected above, the Company's consolidated operating results
improved $2.4 million when the $3.6 million operating profit in the second
quarter of 1994 is compared to the $1.2 million operating profit in the second
quarter of 1993.  Turnkey drilling revenues and incremental operating profit
for the second quarter of 1994 were $12.7 million and $0.4 million,
respectively, compared to $16.8 million and $0.8 million, respectively, for the
same quarter in 1993.  The change in drilling operating expenses was
negligible.  The aviation operating results in both the 1994 and 1993 periods
reflect the normal seasonal improvement in flying activity in Alaska commencing
in the second quarter.

         In late 1992, industry conditions in the two principal drilling
markets in which the Company participates generally began moving in opposite
directions.  An improvement in natural gas prices brought about an improvement
in utilization levels and day rates in the Gulf of Mexico.  In the early part
of the first quarter of 1994, drilling activity in the Gulf of Mexico slowed
due to delays in issuing drilling permits by the U. S. Government and failure
of some energy companies to finalize their 1994 budgets until after the first
of the year.  Utilization and day rates declined in the North Sea due to energy
companies downsizing their drilling programs and uncertainty created by the
changes in energy policies in the United Kingdom.

         Although the Company continues to offer a diversity of flight
services, such as forest fire control, crew changes for commercial fishing,
flightseeing, airborne environmental surveys, commuter airline services,
medivac services, etc., the aviation division's operating results are still
heavily dependent upon helicopter activity associated with oil and natural gas
exploration and production, principally in Alaska and the Gulf of Mexico.

         Perceptible trends in the marine drilling markets in which the Company
is currently operating and the number of Company-operated rigs in each of
those markets are as follows:

<TABLE>
<CAPTION>

     AREA                      RIGS                         PERCEPTIBLE INDUSTRY TRENDS
     ----                      ----                         ---------------------------
<S>                             <C>          <C>
Gulf of Mexico                  18           Moderately improving levels of exploration and
                                             development activity due to generally stable natural gas
                                             prices

North Sea                        4           Generally stable drilling activity for jack-up rigs used
                                             in the exploration and development of natural gas

Eastern Canada                   1           Generally stable demand

Trinidad                         1           Generally stable demand
</TABLE>





                                     -9-
<PAGE>   11
         Perceptible trends in the aviation markets in which the Company is
currently operating and the number of Company aircraft based in each of those
markets are as follows:

<TABLE>
<CAPTION>
                            COMPANY-OWNED
         AREA                 AIRCRAFT                     PERCEPTIBLE INDUSTRY TRENDS
         ----               -------------                  ---------------------------
<S>                             <C>                  <C>
Alaska                           71                  Normal seasonal improvement

Gulf of Mexico                   40                  Moderately improving market conditions

North Sea (Dutch)                10(1)               Generally stable flight support activity

North Sea (U. K.)                 1(1)               Generally stable flight support activity
</TABLE>
- - ---------------
(1)  49% owned


         The drilling and aviation markets in which the Company competes
frequently experience significant changes in supply and demand.  Drilling
utilization and day rates achievable in offshore markets are affected by
material changes in overall exploration and development expenditures, as well
as by shifts of such expenditures between markets.  These expenditures, in
turn, are driven by major discoveries of oil and natural gas reserves, shifts
in the political climate, regulatory changes, seasonal weather patterns,
contractual requirements under leases or concessions and changes in oil and
natural gas prices, the last being perhaps the most disruptive of all.  The
markets in which the Company's aviation division competes are similarly
affected by these factors, since servicing offshore energy operations remains a
significant source of that division's business.  The Company can, as it has
done in the past, relocate its drilling rigs and aircraft from one geographic
area to another in response to such changing market dynamics, but only when
these moves are economically justified.

         The volatile nature of the various factors affecting the level of
offshore expenditures by energy companies and shifts of such expenditures
between markets prevent the Company from being able to predict whether the
perceptible market trends reflected in the preceding tables will continue, or
their impact on the results of drilling and aviation operations in the second
half of 1994.

         In February 1994, the Company completed the acquisition of the net
assets of Marathon LeTourneau Company for $52.1 million with $10.4 million cash
paid at the time of the purchase and the balance being seller-financed by
promissory notes bearing interest at 7% and payable at the end of five years.
The Company's new manufacturing segment operates a mini-steel mill that
recycles scrap and produces alloy steel and steel plate; a manufacturing
facility that produces heavy equipment for the mining and timber industries
including, among other things, front-end loaders up to 50 ton capacity; and a
marine division that has built over one-third of all mobile offshore jack-up
drilling rigs, including all twenty operated by the Company.

         The Company's manufacturing operations generated $43.4 million and
$1.9 million of revenues and operating profit, respectively, during the first
half of 1994.  With the uncertainty associated with its pending sale now
removed, the marketing efforts of the division will no longer be constrained.
The Company continues to evaluate its manufacturing product and service lines
with the intention of sustaining and enhancing operating results in the second
half of 1994.





                                      -10-
<PAGE>   12
LIQUIDITY AND CAPITAL RESOURCES

         A comparison of key balance sheet figures and ratios as of June 30,
1994 and December 31, 1993 is as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                   June 30,       December 31,
                                                     1994             1993
                                                   --------       ------------
<S>                                                <C>              <C>
Cash and cash equivalents                          $106,389         $116,778
Current assets                                     $243,184         $216,306
Current liabilities                                $ 53,877         $ 44,189
Current ratio                                          4.51             4.90
Current maturities of long-term debt               $  4,208         $  8,127
Long-term debt                                     $248,651         $207,137
Stockholders' equity                               $450,849         $460,300
Long-term debt/total capitalization                     .36              .31
</TABLE>                                          


         Reflected in the comparison above are the effects of the acquisition
of the net assets of Marathon LeTourneau Company as well as the effects in the
first half of 1994 of net cash provided by operations of $22.6 million,
property and equipment additions of $19.4 million, and principal and interest
payments totaling approximately $17.4 million.

         With respect to cash dividends on the Company's common stock, the
Company's ability to pay cash dividends was restored as a result of the
addition of the proceeds from the public offering of 10 million shares of
common stock in June 1993.  As of June 30, 1994, approximately $13 million of
the Company's retained earnings were available for the payment of dividends
under the terms of certain debt agreements.  However, the Company does not
intend to pay dividends on its common stock until it achieves and sustains a
suitable level of profitability.

         Capital expenditures made during the first half of 1994 were $19.4
million, consisting primarily of the purchase of four aircraft and
modifications to certain offshore rigs.  The Company estimates 1994 capital
expenditures will be between $25 million and $35 million.  These expenditures
are in addition to the $52.1 million purchase of the net assets of Marathon
LeTourneau Company.  The Company may also spend amounts to acquire additional
aircraft as market conditions justify and to upgrade existing offshore rigs.

         In the opinion of management, cash provided by operations and existing
working capital will be adequate to sustain planned capital expenditures and
debt service requirements for the foreseeable future.  The Company does not
currently have any unused lines of credit.




                         PART II.   OTHER INFORMATION


Item 6.          Exhibits and Reports on Form 8-K

                 (b)      Reports on Form 8-K

                          No reports on Form 8-K were filed by the Registrant
                          during the second quarter of fiscal year 1994.





                                      -11-
<PAGE>   13
                                        
                                   SIGNATURES


         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.


                                                 ROWAN COMPANIES, INC.
                                                 (Registrant)


Date:  August 12, 1994                           /s/ E. E.  THIELE
                                                 E. E. Thiele
                                                 Senior Vice President-Finance,
                                                 Administration and Treasurer
                                                 (Chief Financial Officer)

Date:  August 12, 1994                           /s/ W. H. WELLS
                                                 W. H. Wells
                                                 Controller
                                                 (Chief Accounting Officer)
                                                         





                                      -12-


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