<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, 1997
[ ] 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)
<TABLE>
<S> <C>
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)
</TABLE>
(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,
1997 was 86,532,097.
<PAGE> 2
ROWAN COMPANIES, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. Financial Information:
Consolidated Balance Sheet --
June 30, 1997 and December 31, 1996 . . . . . . . . . . . 2
Consolidated Statement of Operations --
Three and Six Months Ended June 30, 1997
and 1996 . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows --
Six Months Ended June 30, 1997 and 1996 . . . . . . . . . 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 . . . . . . . . . . . 12
</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,
1997 1996
---------- ------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.............................................. $ 66,510 $ 97,225
Receivables - trade and other.......................................... 124,370 112,836
Inventories - at cost:
Raw materials and supplies........................................... 67,913 65,734
Work-in-progress..................................................... 32,894 21,181
Finished goods....................................................... 1,820 1,758
Prepaid expenses....................................................... 13,317 8,750
Cost of turnkey drilling contracts in progress......................... 9,835
---------- ----------
Total current assets............................................... 306,824 317,319
---------- ----------
INVESTMENT IN AND ADVANCES TO 49% OWNED COMPANIES........................ 26,358 28,049
---------- ----------
PROPERTY PLANT AND EQUIPMENT - at cost:
Drilling equipment..................................................... 964,155 954,249
Aircraft and related equipment......................................... 196,444 188,681
Manufacturing plant and equipment...................................... 51,494 37,377
Construction in progress............................................... 118,400 77,318
Other property and equipment........................................... 90,799 94,517
---------- ----------
Total.............................................................. 1,421,292 1,352,142
Less accumulated depreciation and amortization......................... 821,702 805,942
---------- ----------
Property plant and equipment - net................................. 599,590 546,200
---------- ----------
OTHER ASSETS AND DEFERRED CHARGES........................................ 6,687 7,740
---------- ----------
TOTAL.............................................................. $ 939,459 $ 899,308
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
-2-
<PAGE> 4
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable and current maturities of long-term debt ................. $ 5,025 $ 3,932
Accounts payable - trade ............................................... 24,023 28,106
Other current liabilities .............................................. 54,859 53,236
----------- -----------
Total current liabilities ....................................... 83,907 85,274
----------- -----------
LONG-TERM DEBT - less current maturities .................................. 253,734 267,321
----------- -----------
OTHER LIABILITIES ......................................................... 44,710 39,573
----------- -----------
DEFERRED CREDITS:
Income taxes ........................................................... 4,271 1,774
Gain on sale/leaseback transactions .................................... 7,561 9,147
----------- -----------
Total deferred credits .......................................... 11,832 10,921
----------- -----------
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 III Preferred Stock, authorized 10,300 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 87,635,466
shares at June 30, 1997 and 87,054,028 shares
at December 31, 1996 ............................................... 10,958 10,882
Additional paid-in capital ................................................ 405,978 401,730
Retained earnings ......................................................... 130,825 86,092
Less cost of 1,457,919 treasury shares .................................... 2,485 2,485
----------- -----------
Total stockholders' equity ...................................... 545,276 496,219
----------- -----------
TOTAL ........................................................... $ 939,459 $ 899,308
=========== ===========
</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,
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
REVENUES:
Drilling services .................................... $ 102,942 $ 77,022 $ 192,545 $ 148,073
Manufacturing sales and services ..................... 34,594 31,719 71,238 67,667
Aviation services .................................... 27,249 28,425 45,767 48,234
---------- ---------- ---------- ----------
Total ....................................... 164,785 137,166 309,550 263,974
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Drilling services .................................... 47,873 50,040 113,844 102,804
Manufacturing sales and services ..................... 30,429 29,050 62,514 61,522
Aviation services .................................... 23,733 24,268 43,797 43,478
Depreciation and amortization ........................ 11,423 11,983 22,790 24,030
General and administrative ........................... 4,291 3,896 8,583 7,917
---------- ---------- ---------- ----------
Total ....................................... 117,749 119,237 251,528 239,751
---------- ---------- ---------- ----------
INCOME FROM OPERATIONS .................................. 47,036 17,929 58,022 24,223
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense ..................................... (6,194) (6,904) (13,538) (13,811)
Less: interest capitalized ........................... 2,166 352 4,107 559
Gain on disposals of property, plant and equipment ... 54 411 948 2,006
Interest income ...................................... 920 1,040 2,236 2,249
Other - net .......................................... 75 174 147 258
---------- ---------- ---------- ----------
Other income (expense) - net ................ (2,979) (4,927) (6,100) (8,739)
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES .............................. 44,057 13,002 51,922 15,484
Provision for income taxes ........................... 3,477 337 3,711 462
---------- ---------- ---------- ----------
INCOME BEFORE EXTRAORDINARY CHARGE ...................... 40,580 12,665 48,211 15,022
Extraordinary charge from early redemption of debt ... 3,478
---------- ---------- ---------- ----------
NET INCOME .............................................. $ 40,580 $ 12,665 $ 44,733 $ 15,022
========== ========== ========== ==========
PER COMMON SHARE (Note 5):
Income before extraordinary charge ................... $ 0.46 $ 0.15 $ 0.55 $ 0.18
Extraordinary charge from early redemption of debt.... .04
---------- ---------- ---------- ----------
Net income:
Primary ............................................ $ 0.46 $ 0.15 $ 0.51 $ 0.18
========== ========== ========== ==========
Fully diluted ...................................... $ 0.46 $ 0.15 $ 0.51 $ 0.18
========== ========== ========== ==========
</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,
------------------------
1997 1996
---------- ----------
(Unaudited)
<S> <C> <C>
CASH PROVIDED BY (USED IN):
Operations:
Net income .................................................. $ 44,733 $ 15,022
Noncash charges (credits) to net income:
Depreciation and amortization ............................ 22,790 24,030
Gain on disposals of property, plant and equipment ....... (948) (2,006)
Compensation expense ..................................... 2,467 2,232
Change in sale/leaseback payable ......................... (7,666) (7,034)
Amortization of sale/leaseback gain ...................... (1,586) (1,586)
Provision for pension and postretirement benefits ........ 3,494 4,411
Deferred income taxes .................................... 2,497 397
Other - net .............................................. 2,174 1,309
Changes in current assets and liabilities:
Receivables- trade and other ............................. (11,534) (21,232)
Inventories .............................................. (13,954) (12,544)
Other current assets ..................................... 5,268 2,927
Current liabilities ...................................... 9,792 5,726
Net changes in other noncurrent assets and liabilities ...... 263 32
---------- ----------
Net cash provided by operations ................................. 57,790 11,684
---------- ----------
Investing activities:
Property, plant and equipment additions ..................... (77,445) (40,006)
Repayments from affiliates .................................. 226 32
Proceeds from disposals of property, plant and equipment ... 2,351 3,046
---------- ----------
Net cash used in investing activities ........................... (74,868) (36,928)
---------- ----------
Financing activities:
Proceeds from borrowings .................................... 38,569
Repayments of borrowings .................................... (50,163) (2,019)
Premium on redemption of debt ............................... (3,000)
Other - net ................................................. 957 520
---------- ----------
Net cash used in financing activities ........................... (13,637) (1,499)
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS .............................. (30,715) (26,743)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..................... 97,225 90,338
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................... $ 66,510 $ 63,595
========== ==========
</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 generally accepted
accounting principles and the rules and regulations of the Securities
and Exchange Commission. Certain information and notes have been
condensed or omitted pursuant to such rules and regulations and the
Company believes that the disclosures included herein are adequate. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and related notes included in
the Company's 1996 Annual Report to Stockholders incorporated by
reference in the Form 10-K for the year ended December 31, 1996.
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, 1997 and December 31, 1996, and the
results of its operations for the three and six month periods ended June
30, 1997 and 1996 and its cash flows for the six months ended June 30,
1997 and 1996.
3. The results of operations for the three and six month periods ended June
30, 1997 are not necessarily indicative of the results to be expected
for the full year.
4. In the opinion of the Company, the accompanying unaudited consolidated
financial statements would not have been materially affected by the
provisions of Statement of Financial Accounting Standards Nos. 128-131,
which are effective for periods beginning or ending after December 15,
1997.
-6-
<PAGE> 8
5. Computation of primary and fully diluted earnings 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,
-------------------------- --------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average shares of common
stock outstanding ............................. 85,932 85,301 85,780 85,143
Stock options and related (treasury stock
method)........................................ 2,307 2,042 2,226 1,692(A)
---------- ---------- ---------- ----------
Weighted average shares for primary
earnings per share calculation ................ 88,239 87,343 88,006 86,835
Stock options and related (treasury stock
method) ....................................... 358 5 272 266(A)
Shares issuable from assumed conversion
of the Series II Convertible Subordinated
Debenture ..................................... 384 400 392 400(A)
---------- ---------- ---------- ----------
Weighted average shares for fully diluted
earnings per share calculation ................ 88,981 87,748 88,670 87,501
========== ========== ========== ==========
Net income for primary calculation .............. $ 40,580 $ 12,665 $ 44,733 $ 15,022
Subordinated debenture interest, net of
income tax effect ............................. 80 80 158 162
---------- ---------- ---------- ----------
Net income for fully diluted calculation ........ $ 40,660 $ 12,745 $ 44,891 $ 15,184
========== ========== ========== ==========
Earnings per share:
Primary ....................................... $ .46 $ .15 $ .51 $ .17
========== ========== ========== ==========
Fully diluted ................................. $ .46 $ .15 $ .51 $ .17
========== ========== ========== ==========
</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. Earnings (loss) per
share computed under APB Opinion No. 15 is as set forth on the
Consolidated Statement of Operations.
-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, 1997 Compared to
Six Months Ended June 30, 1996
The Company achieved net income of $44.7 million in the first half of
1997 compared to $15.0 million in the same period of 1996. The current period
results were after charges of $20 million from concluding the Company's turnkey
business and $3.5 million from partially redeeming 11 7/8% Senior Notes. The
improved performance primarily resulted from the continued strengthening of
offshore drilling day rates.
A comparison of the revenues and operating profit (loss) from
drilling, manufacturing, aviation and consolidated operations for the first
half of 1997 and 1996, respectively, is reflected below (dollars in thousands):
<TABLE>
<CAPTION>
Drilling Manufacturing Aviation Consolidated
---------------------- ---------------------- ---------------------- ---------------------
1997 1996 1997 1996 1997 1996 1997 1996
-------- -------- -------- --------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $192,545 $148,073 $ 71,238 $ 67,667 $ 45,767 $ 48,234 $309,550 $263,974
Percent of Consolidated
Revenues 62% 56% 23% 26% 15% 18% 100% 100%
Operating Profit(Loss)(1) $ 63,514 $ 27,972 $ 6,817 $ 5,066 $ (3,726) $ (898) $ 66,605 $ 32,140
</TABLE>
- -----------------------------------------------------------------------------
(1) Income (loss) from operations before deducting general and administrative
expenses.
As shown above, the Company's consolidated operating results improved
by $34.5 million when comparing the first halves of 1997 and 1996. Day rate
drilling revenues increased by $52.7 million or 38% as the Company's offshore
fleet achieved 99% utilization during the first half of 1997, compared to 97%
in the first half of 1996, and a 39% increase in average day rates between
periods. Related expenses increased by only $.6 million, or less than 1%,
between periods.
First half 1997 results include an approximately $20 million loss from
the Company's turnkey division, primarily reflecting the costs incurred on one
well where the Company was unable to reach the contract depth due to a series
of misfortunes, including underground blow-outs, stuck pipe, lost holes and,
finally, an unstable, heaving shale section. In the year-earlier period, the
turnkey division generated revenues of $8.2 million and an incremental
operating loss of $1.6 million. The Company currently has no turnkey wells in
progress nor any plans for additional turnkey work at this time.
The improvements between periods in the Company's manufacturing
revenues and profitability of 5% and 35%, respectively, primarily reflect
efficiencies associated with economies of scale. Since April, the
manufacturing division has been awarded three significant marine construction
contracts under which the Company will provide, over the next 18 months, vessel
design and components (a "LeTourneau kit") for the
-8-
<PAGE> 10
construction of two new Super 116 Class rigs and vessel design and components
needed to upgrade an existing LeTourneau 116-C kit to an enhanced 116-C rig.
Manufacturing operations exclude approximately $38 million of products and
services provided to the Company's drilling division during the first half of
1997, as compared to $11 million in the first half of 1996.
The aviation operating results in both quarters reflect the normal
reduced flying activity in Alaska throughout much of the first four months of
the year, although the 1997 results were hampered primarily due to higher
maintenance costs.
Three Months Ended June 30, 1997 Compared to
Three Months Ended June 30, 1996
The Company achieved net income of $40.6 million in the second quarter
of 1997 compared to $12.7 million in the same period of 1996. The improved
performance primarily resulted from the continued strengthening of offshore
drilling day rates, in addition to the enhanced contribution of the Company's
manufacturing operations.
A comparison of the revenues and operating profit from drilling,
manufacturing, aviation and consolidated operations for the second quarter of
1997 and 1996, respectively, is reflected below (dollars in thousands):
<TABLE>
<CAPTION>
Drilling Manufacturing Aviation Consolidated
---------------------- ---------------------- ---------------------- ---------------------
1997 1996 1997 1996 1997 1996 1997 1996
-------- -------- -------- --------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $102,942 $ 77,022 $ 34,594 $ 31,719 $ 27,249 $ 28,425 $164,785 $137,166
Percent of Consolidated
Revenues 62% 56% 21% 23% 17% 21% 100% 100%
Operating Profit $ 47,497 $ 18,420 $ 3,121 $ 2,076 $ 709 $ 1,329 $ 51,327 $ 21,825
</TABLE>
As shown above, the Company's consolidated operating results improved
by $29.5 million when comparing the second quarters of 1997 and 1996. Day rate
drilling revenues increased by $25.9 million or 34% as the Company's offshore
fleet achieved 100% utilization during the second quarter of 1997, compared to
98% in the second quarter of 1996, and a 38% increase in average day rates
between periods. Related expenses were reduced by $1.9 million, or about 4%,
between periods.
The improvements between periods in the Company's manufacturing
revenues and profitability of 9% and 50%, respectively, primarily reflect
efficiencies associated with economies of scale. Since April, the
manufacturing division has been awarded three significant marine construction
contracts under which the Company will provide, over the next 18 months,
LeTourneau kits for the construction of two new Super 116 Class rigs and vessel
design and components needed to upgrade an existing LeTourneau 116-C kit to an
enhanced 116-C rig. Manufacturing operations exclude approximately $19 million
of products and services provided to the Company's drilling division during the
second quarter of 1997, as compared to $11 million in the second quarter of
1996.
The Company's aviation operations experienced the normal seasonal
improvement in flying activity in Alaska during both periods, although the 1997
results were hampered primarily due to higher maintenance costs.
-9-
<PAGE> 11
Perceptible trends in the offshore 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 15 Continuing high levels of exploration and development
activity
North Sea 5 Continuing high levels of drilling activity for jack-up
rigs
Eastern Canada 1 Improving demand
</TABLE>
Perceptible trends in the aviation markets in which the Company is
currently operating and the number of Company-operated aircraft based in each
of those markets are as follows:
<TABLE>
<CAPTION>
AREA AIRCRAFT (1) PERCEPTIBLE INDUSTRY TRENDS
- -------------------- --------------- -----------------------------------------------------
<S> <C> <C>
Alaska 72 Normal seasonal improvement
Gulf of Mexico 43 Moderately improving market conditions
China 2 Generally stable flight support activity
North Sea (Dutch) 10 Generally stable flight support activity
North Sea (U. K.) 5 Generally stable flight support activity
</TABLE>
- -------------------------------------------
(1) Includes 15 units which are 49% owned.
The drilling and aviation markets in which the Company competes
frequently experience significant changes in supply and demand. Offshore
drilling utilization and day rates are primarily a function of the demand for
drilling services, as measured by the level of exploration and development
expenditures, and the supply of capable drilling equipment. These
expenditures, in turn, are affected by many factors such as existing and newly
discovered oil and natural gas reserves, political and regulatory policies,
seasonal weather patterns, contractual requirements under leases or
concessions, trends in finding and extraction costs and, probably most
influential, oil and natural gas prices. The Company's aviation operations are
also affected by such factors, as flying in support of offshore energy
operations remains a major source of business and Alaska operations are
hampered each winter. The volatile nature of such factors prevents the Company
from being able to accurately predict whether existing market conditions or the
perceptible market trends reflected in the preceding tables will continue. In
response to fluctuating market conditions, the Company can, as it has done in
the past, relocate its drilling rigs and aircraft from one geographic area to
another, but only when such moves are economically justified. Assuming such
conditions and trends prevail, the Company should continue to experience
increasing profitability over the remainder of 1997.
The Company's manufacturing operations are considerably less volatile
than its drilling and aviation operations and, given a current external backlog
of about $75 million and barring unforeseen circumstances, should continue to
contribute positive operating results throughout the remainder of 1997.
-10-
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
A comparison of key balance sheet figures and ratios as of June 30,
1997 and December 31, 1996 is as follows (dollars in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---- ----
<S> <C> <C>
Cash and cash equivalents $66,510 $97,225
Current assets $306,824 $317,319
Current liabilities $83,907 $85,274
Current ratio 3.66 3.72
Notes payable and current maturities of long-term debt $5,025 $3,932
Long-term debt $253,734 $267,321
Stockholders' equity $545,276 $496,219
Long-term debt/total capitalization .32 .35
</TABLE>
Reflected in the comparison above are the effects in the first half of
1997 of net cash provided by operations of $57.8 million, capital expenditures
of $77.4 million, proceeds from borrowings of $38.6 million and the redemption
of $50 million of 11 7/8% Senior Notes.
Capital expenditures during the first half of 1997 were primarily
related to construction of Rowan Gorilla V, an enhanced version of the Company's
Gorilla Class jack-ups, featuring a combination drilling and production
capability, and the world's largest bottom supported mobile offshore drilling
unit. The rig is being constructed at the Company's Vicksburg, Mississippi
shipyard and should be completed by the third quarter of 1998. The Company is
financing up to 87.5% of the estimated $175 million cost of Gorilla V through a
12-year bank loan guaranteed by the Maritime Administration of the U. S.
Department of Transportation under its Title XI Program. Following Gorilla V
will be Rowan Gorilla VI and Rowan Gorilla VII in 1999 and 2000, respectively,
at a combined construction cost of approximately $380 million. The Company
intends to pursue outside financing for Gorilla VI and Gorilla VII if necessary,
but believes that internally generated working capital may be sufficient to
finance construction of both rigs if operating conditions continue to improve as
expected. The Company currently has no other available credit facilities.
The Company estimates remaining 1997 capital expenditures will be
between $85 million and $95 million, including approximately $40-45 million and
$25-30 million, respectively, for Gorilla V and Gorilla VI. The Company may
also spend amounts to acquire additional aircraft as market conditions justify
and to upgrade existing offshore rigs.
On April 1, 1997, the Company redeemed $50 million of its 11 7/8%
Senior Notes due 2001. The $3.5 million extraordinary charge incurred on the
transaction consisted primarily of the 6% redemption premium. The Company
intends to refinance the remaining $150 million of outstanding Senior Notes in
late 1997 and expects to realize an estimated $7 million extraordinary loss
upon such redemption.
Based upon current operating levels and the previously discussed
market trends, management believes that 1997 operations, together with existing
working capital and available financial resources, will generate sufficient
cash flow to sustain planned capital expenditures and debt service requirements
at least through the remainder of 1997.
At June 30, 1997, approximately $90 million of the Company's retained
earnings was available for the payment of dividends under the most restrictive
provisions of the Company's debt agreements.
-11-
<PAGE> 13
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, INCLUDING, WITHOUT
LIMITATION, STATEMENTS AS TO THE EXPECTATIONS, BELIEFS AND FUTURE EXPECTED
FINANCIAL PERFORMANCE OF THE COMPANY THAT ARE BASED ON CURRENT EXPECTATIONS AND
ARE SUBJECT TO CERTAIN RISKS, TRENDS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED BY THE COMPANY. AMONG THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE
FOLLOWING:
o OIL AND NATURAL GAS PRICES
o THE LEVEL OF OFFSHORE EXPENDITURES BY ENERGY COMPANIES
o THE GENERAL ECONOMY, INCLUDING INFLATION
o WEATHER CONDITIONS IN THE COMPANY'S PRINCIPAL OPERATING AREAS
o ENVIRONMENTAL AND OTHER LAWS AND REGULATIONS
OTHER RELEVANT FACTORS HAVE BEEN DISCLOSED IN THE COMPANY'S FILINGS WITH THE
U. S. SECURITIES AND EXCHANGE COMMISSION.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant
during the second quarter of fiscal year 1997.
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 14, 1997 /s/ E. E. THIELE
--------------------------------
E. E. Thiele
Senior Vice President - Finance,
Administration and Treasurer
(Chief Financial Officer)
Date: August 14, 1997 /s/ W. H. WELLS
--------------------------------
W. H. Wells
Controller
(Chief Accounting Officer)
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ROWAN COMPANIES, INC. FOR THE SIX MONTHS
ENDED JUNE 30, 1997 INCLUDED IN ITS FORM 10-Q FOR THE QUARTERLY PERIOD THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 66,510
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<RECEIVABLES> 124,370
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<PP&E> 1,421,292
<DEPRECIATION> 821,702
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<CURRENT-LIABILITIES> 83,907
<BONDS> 253,734
0
0
<COMMON> 10,958
<OTHER-SE> 534,318
<TOTAL-LIABILITY-AND-EQUITY> 939,459
<SALES> 68,620
<TOTAL-REVENUES> 309,550
<CGS> 51,387
<TOTAL-COSTS> 251,528
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,431
<INCOME-PRETAX> 51,922
<INCOME-TAX> 3,711
<INCOME-CONTINUING> 48,211
<DISCONTINUED> 0
<EXTRAORDINARY> 3,478
<CHANGES> 0
<NET-INCOME> 44,733
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.51
</TABLE>
