UNITED STATES
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 (Date of earliest event reported): August 2, 2012
ROWAN COMPANIES plc
(Exact name of registrant as specified in its charter)
England and Wales | 1-5491 | 98-1023315 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | file Number) | Identification No.) |
2800 POST OAK BOULEVARD | |
SUITE 5450 | |
HOUSTON, TEXAS | 77056-6189 |
(Address of principal executive offices) | (zip code) |
(713) 621-7800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Item 2.02 - Results of Operations and Financial Condition
The following information is disclosed pursuant to Item 2.02 - Results of Operations and Financial Condition:
On August 2, 2012, Rowan Companies plc issued a press release announcing its operating results for the three months ended June 30, 2012. The press release is attached as Exhibit 99. |
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit | ||
Number | Exhibit Description | |
99 | Press release of Rowan Companies plc dated August 2, 2012 announcing its operating results for the three months ended June 30, 2012 |
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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 hereunto duly authorized.
ROWAN COMPANIES plc | ||
By: | /s/ W. H. WELLS | |
W. H. Wells, | ||
Senior Vice President - Chief Financial Officer and Treasurer |
Dated: August 2, 2012
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INDEX TO EXHIBITS
Exhibit | ||
Number | Exhibit Description | |
99 | Press release of Rowan Companies plc dated August 2, 2012 announcing its operating results for the three months ended June 30, 2012 |
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Rowan Reports Second Quarter 2012 Operating Results
HOUSTON, Aug. 2, 2012 /PRNewswire/ -- For the three months ended June 30, 2012, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) generated net income from continuing operations of $50.9 million or $0.41 per share, compared to $44.4 million or $0.35 per share in the second quarter of 2011.
(Logo: http://photos.prnewswire.com/prnh/20081031/DA43093LOGO)
Net income from continuing operations during the second quarter of 2012 included $17.8 million of unusual or one-time items, or $0.10 per share after tax, including losses on early redemption of Marad debt and transactional costs of the Company's corporate redomestication, net of gains on asset disposals. Excluding such items, net income from continuing operations was $63.4 million or $0.51 per share during the second quarter of 2012. The prior year quarter included a net reduction of $4.7 million, or $0.03 per share after tax, from one-time charges and gains on asset disposals.
Net income totaled $49.4 million or $0.40 per share in the second quarter of 2012, compared to $465.9 million or $3.65 per share in the second quarter of 2011, as the prior year quarter included income from discontinued manufacturing and land drilling operations of $421.5 million or $3.30 per share, including the after-tax gain on the sale of manufacturing operations of $424.5 million.
Rowan's revenues were $351.0 million in the second quarter of 2012, up by 57% over the prior-year quarter due primarily to incremental activity from fleet additions and higher utilization and day rates for existing rigs between periods. The Company's operating income was $70.4 million in the second quarter of 2012, up by 36% over the prior-year quarter.
Matt Ralls, President and Chief Executive Officer, commented, "On top of the solid results for the second quarter, we were very pleased to receive a three-year commitment for the first of our three ultra-deepwater newbuild drillships, the Rowan Renaissance, at an effective day rate ranging from $614,000 to $624,000, depending on work location. We continue to be encouraged by customer interest in these very high specification rigs."
Rowan will conduct its earnings conference call on Thursday, August 2, 2012, at 10:00 a.m. Central Daylight Time. Interested parties are invited to listen to the call by telephone or over the Internet. Individuals who wish to participate on the conference call by telephone can dial (877) 869-3847, or internationally (201) 689-8261. You should dial-in approximately five to 10 minutes prior to the scheduled start time. Alternatively, to access the online simulcast and rebroadcast of the conference call, please visit Rowan's website at www.rowancompanies.com. You should connect to our website at least 15 minutes prior to the conference call to register, download and install any necessary software.
Rowan Companies plc is a major provider of international and domestic contract drilling services with a leading position in high-specification jack-up rigs. The Company's fleet of 31 jack-up rigs is located worldwide, including the Middle East, the North Sea, Trinidad, Southeast Asia and the Gulf of Mexico. Rowan will enter the ultra-deepwater market with three high-specification drillships expected to be delivered starting in late 2013. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC". For more information on the Company, please visit www.rowancompanies.com.
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 include oil and natural gas prices, the level of offshore expenditures by energy companies, energy demand, the general economy, including inflation, weather conditions in the Company's principal operating areas and environmental and other laws and regulations, including changes in tax laws, and whether we achieve the benefits we expect from the change in our corporate structure. Other relevant factors have been disclosed in the Company's filings with the U.S. Securities and Exchange Commission.
ROWAN COMPANIES plc | ||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||||||||
Unaudited (In Millions) | ||||||||||||||||
JUNE 30, | DECEMBER 31, | |||||||||||||||
2012 | 2011 | |||||||||||||||
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ 665.6 | $ 438.9 | ||||||||||||||
Restricted cash | 9.4 | - | ||||||||||||||
Accounts receivable | 330.1 | 283.6 | ||||||||||||||
Other current assets | 85.6 | 71.6 | ||||||||||||||
Assets of discontinued operations | 26.7 | 27.6 | ||||||||||||||
Total current assets | 1,117.4 | 821.7 | ||||||||||||||
Property, plant and equipment - net | 5,809.0 | 5,678.7 | ||||||||||||||
Other assets | 100.8 | 97.4 | ||||||||||||||
TOTAL | $ 7,027.2 | $ 6,597.8 | ||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
Current maturities of long-term debt | $ 98.8 | $ 45.0 | ||||||||||||||
Accounts payable | 74.0 | 111.1 | ||||||||||||||
Other current liabilities | 146.3 | 167.3 | ||||||||||||||
Liabilities of discontinued operations | 21.3 | 25.0 | ||||||||||||||
Total current liabilities | 340.4 | 348.4 | ||||||||||||||
Long-term debt | 1,392.9 | 1,089.3 | ||||||||||||||
Other liabilities | 853.6 | 834.1 | ||||||||||||||
Stockholders' equity | 4,440.3 | 4,326.0 | ||||||||||||||
TOTAL | $ 7,027.2 | $ 6,597.8 | ||||||||||||||
ROWAN COMPANIES plc | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
Unaudited (In Millions Except Per Share Amounts) | ||||||||||||||||
THREE MONTHS | SIX MONTHS | |||||||||||||||
ENDED JUNE 30 | ENDED JUNE 30 | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
REVENUES | $ 351.0 | $ 223.5 | $ 684.5 | $ 429.5 | ||||||||||||
COSTS AND EXPENSES: | ||||||||||||||||
Operations | 188.1 | 104.5 | 370.2 | 215.8 | ||||||||||||
Depreciation and amortization | 61.3 | 40.8 | 120.3 | 79.0 | ||||||||||||
Selling, general and administrative | 25.1 | 21.8 | 48.2 | 42.5 | ||||||||||||
Gain on disposals of property and equipment | (2.0) | (1.4) | (2.1) | (1.4) | ||||||||||||
Material charges and other expenses | 8.1 | 6.1 | 12.7 | 6.1 | ||||||||||||
Total | 280.6 | 171.8 | 549.3 | 342.0 | ||||||||||||
INCOME FROM OPERATIONS | 70.4 | 51.7 | 135.2 | 87.5 | ||||||||||||
Net interest and other income | (24.7) | (7.0) | (34.5) | (13.4) | ||||||||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 45.7 | 44.7 | 100.7 | 74.1 | ||||||||||||
Provision (credit) for income taxes | (5.2) | 0.3 | (5.7) | 2.9 | ||||||||||||
NET INCOME FROM CONTINUING OPERATIONS | 50.9 | 44.4 | 106.4 | 71.2 | ||||||||||||
Discontinued operations, net of tax | (1.5) | 421.5 | (7.4) | 426.7 | ||||||||||||
NET INCOME | $ 49.4 | $ 465.9 | $ 99.0 | $ 497.9 | ||||||||||||
PER SHARE AMOUNTS: | ||||||||||||||||
Income from continuing operations | $ 0.41 | $ 0.35 | $ 0.86 | $ 0.56 | ||||||||||||
Discontinued operations, net of tax | $ (0.01) | $ 3.30 | $ (0.06) | $ 3.35 | ||||||||||||
Net income | $ 0.40 | $ 3.65 | $ 0.80 | $ 3.91 | ||||||||||||
AVERAGE DILUTED SHARES | 123.8 | 127.6 | 123.7 | 127.3 | ||||||||||||
NOTE: Refer to supplemental operating information. | ||||||||||||||||
ROWAN COMPANIES plc | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
Unaudited (In Millions) | ||||||||||
SIX MONTHS | ||||||||||
ENDED JUNE 30 | ||||||||||
2012 | 2011 | |||||||||
CASH PROVIDED BY (USED IN): | ||||||||||
Operations: | ||||||||||
Net income | $ 99.0 | $ 497.9 | ||||||||
Adjustments to reconcile net income to net | ||||||||||
cash provided by operations: | ||||||||||
Depreciation and amortization | 120.3 | 99.9 | ||||||||
Deferred income taxes | 4.8 | 70.7 | ||||||||
Gain on disposals of assets | (2.1) | (664.8) | ||||||||
Other - net | (3.1) | (9.6) | ||||||||
Net changes in current assets and liabilities | (68.2) | 143.6 | ||||||||
Net changes in other noncurrent assets and liabilities | 12.1 | 8.2 | ||||||||
Net cash provided by operations | 162.8 | 145.9 | ||||||||
Investing activities: | ||||||||||
Property, plant and equipment additions | (290.8) | (931.0) | ||||||||
Proceeds from disposals of property, plant and equipment | 9.2 | 4.1 | ||||||||
Proceeds from sale of manufacturing operations - net | - | 1,044.5 | ||||||||
Change in Restricted cash | (9.4) | 15.3 | ||||||||
Net cash provided by (used in) investing activities | (291.0) | 132.9 | ||||||||
Financing activities: | ||||||||||
Proceeds from borrowings | 493.4 | - | ||||||||
Repayments of borrowings | (139.6) | (26.1) | ||||||||
Proceeds from equity compensation plans and other | 1.1 | 21.1 | ||||||||
Net cash provided by (used in) financing activities | 354.9 | (5.0) | ||||||||
INCREASE IN CASH AND CASH EQUIVALENTS | 226.7 | 273.8 | ||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 438.9 | 437.5 | ||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 665.6 | $ 711.3 | ||||||||
ROWAN COMPANIES plc | ||||||||||
SUPPLEMENTAL OPERATING INFORMATION | ||||||||||
Unaudited | ||||||||||
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||
June 30, | March 31, | June 30, | June 30, | June 30, | ||||||
2012 | 2012 | 2011 | 2012 | 2011 | ||||||
RIG DAYS: | ||||||||||
Operating | 2,217 | 2,088 | 1,668 | 4,305 | 3,145 | |||||
Shipyard / transit | 313 | 300 | 484 | 613 | 1,060 | |||||
Stacked and other downtime | 291 | 388 | 234 | 679 | 452 | |||||
Total available | 2,821 | 2,776 | 2,386 | 5,597 | 4,657 | |||||
Utilization | 79% | 75% | 70% | 77% | 68% | |||||
AVERAGE DAY RATES (in thousands): | ||||||||||
North Sea | $ 234.5 | $ 227.7 | $ 195.3 | $ 231.1 | $ 189.3 | |||||
Middle East | 130.8 | 145.8 | 123.6 | 137.2 | 126.2 | |||||
Gulf of Mexico | 119.1 | 118.2 | 118.7 | 118.6 | 118.5 | |||||
All rigs | 154.0 | 156.5 | 133.3 | 155.2 | 134.7 | |||||
OPERATIONS COSTS AND EXPENSES (in millions): | ||||||||||
Personnel (a) | $ 113.9 | $ 105.0 | $ 62.7 | $ 218.9 | $ 122.7 | |||||
Repairs and maintenance | 32.3 | 38.5 | 22.1 | 70.8 | 43.5 | |||||
Insurance | 8.1 | 8.0 | 6.3 | 16.1 | 15.5 | |||||
Rig moves | 8.4 | 8.4 | 3.8 | 16.8 | 10.3 | |||||
Rebillables | 9.5 | 6.6 | 0.9 | 16.1 | 5.2 | |||||
All other | 15.9 | 15.6 | 8.8 | 31.5 | 18.6 | |||||
Total | $ 188.1 | $ 182.1 | $ 104.5 | $ 370.2 | $ 215.8 | |||||
(a) Includes labor, fringes, training, travel and catering costs. |
CONTACT: Suzanne M. Spera, Director of Investor Relations, (713) 960-7517, sspera@rowancompanies.com