0001144204-15-027810.txt : 20150506 0001144204-15-027810.hdr.sgml : 20150506 20150506083427 ACCESSION NUMBER: 0001144204-15-027810 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150506 DATE AS OF CHANGE: 20150506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROWAN COMPANIES PLC CENTRAL INDEX KEY: 0000085408 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 981023315 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05491 FILM NUMBER: 15835195 BUSINESS ADDRESS: STREET 1: MITRE HOUSE 160 STREET 2: ALDERSGATE STREET CITY: LONDON STATE: X0 ZIP: EC1A 4DD BUSINESS PHONE: 7139607640 MAIL ADDRESS: STREET 1: MITRE HOUSE 160 STREET 2: ALDERSGATE STREET CITY: LONDON STATE: X0 ZIP: EC1A 4DD FORMER COMPANY: FORMER CONFORMED NAME: ROWAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO INC DATE OF NAME CHANGE: 19711110 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO DATE OF NAME CHANGE: 19671112 8-K 1 v409689_8k.htm FORM 8-K

 

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): May 6, 2015

 

Rowan Companies plc

(Exact name of registrant as specified in its charter)

 

 England and Wales

(State or Other Jurisdiction of

Incorporation or Organization)

1-5491

(Commission File Number)

 98-1023315

(I.R.S. Employer

Identification Number)

     

 Rowan Companies plc

2800 Post Oak Boulevard

Suite 5450

Houston, Texas
(Address of Principal Executive Offices)

 

 77056-6189

(Zip Code)

 

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

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨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 240.14a-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 May 6, 2015, Rowan Companies plc issued a press release announcing its operating results for the three months ended March 31, 2015. The press release is attached as Exhibit 99.

 

Item 9.01 - Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit    
Number   Exhibit Description
     
99   Earnings press release of Rowan Companies plc

 

 
 

 

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.

 

 

Dated: May 6, 2015 Rowan Companies plc
   
  By:  /s/ Stephen M. Butz
    Stephen M. Butz
Executive Vice President, Chief Financial Officer and Treasurer

 

 
 

 

Exhibit List

 

 

Exhibit    
Number   Exhibit Description
     
99   Earnings press release of Rowan Companies plc

 

 

 

EX-99 2 v409689_ex99.htm EXHIBIT 99

Exhibit 99

Rowan Reports First Quarter 2015 Results and Announces Increase and Extension of Revolving Credit Facility

HOUSTON, May 6, 2015 /PRNewswire/ -- For the three months ended March 31, 2015, Rowan Companies plc ("Rowan" or the "Company") (NYSE: RDC) reported net income of $123.7 million, or $0.99 per share, compared to $59.6 million, or $0.48 per share in the first quarter of 2014. Net income for the prior-year quarter included a litigation settlement gain which increased net income from continuing operations by $20.9 million, or $0.17 per share. The prior-year quarter also included a gain from discontinued operations which increased net income by $4.0 million, or $0.03 per share. Excluding the impact of these items, net income for the first quarter of 2014 was $34.7 million or $0.28 per share.

Logo - http://photos.prnewswire.com/prnh/20120827/DA62568LOGO

Rowan's revenues were $547.0 million in the first quarter of 2015, an increase of 45% over the prior-year quarter due primarily to the contributions from three of the Company's newbuild ultra-deepwater drillships. The first two ultra-deepwater drillships began operating in April and October 2014, and the third ultra-deepwater drillship began operating on February 1, 2015.

On May 5, 2015, the Company amended and restated its revolving credit agreement to increase the borrowing capacity from $1.0 billion to $1.5 billion and to extend the maturity date by one year to January 23, 2020. Commitments during the final year of the agreement decline by $60 million to $1.44 billion.

Tom Burke, President and Chief Executive Officer, commented, "We are pleased with our first quarter operating results which reflect higher earnings and better margins due to the contributions from three newbuild ultra-deepwater drillships, low out of service time and significant cost control efforts.

Although it is difficult to determine the duration and severity of the current industry downturn, with our drillship capital expenditures largely behind us, our contractual backlog and our strong balance sheet, we believe we are well-positioned to weather the storm and take advantage of opportunities when markets begin to recover."

Rowan will conduct its earnings conference call on Wednesday, May 6, 2015, at 10:00 a.m. Central 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 may dial (877) 201-0168, or internationally (647) 788-4901. The conference ID is 20952884. 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.rowan.com. You should connect to our website at least 15 minutes prior to the conference call to register, and download any necessary software.

Rowan is a global provider of contract drilling services with a fleet of 34 offshore drilling units, including four ultra-deepwater drillships and 30 jack-up rigs, 19 of which are rated high-specification. The Company's fleet is located worldwide, including the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the United States Gulf of Mexico, Southeast Asia, West and North Africa and Trinidad. 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.rowan.com.

Statements herein that are not historical facts are 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 business, financial performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. 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, variations in energy demand, changes in day rates, cancellation by our customers of drilling contracts, letter agreements or letters of intent or the exercise of early termination provisions, risks associated with fixed cost drilling operations, cost overruns or delays on shipyard repair, construction or transportation of drilling units, maintenance and repair costs, costs or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.

Non-GAAP Measures

We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the table entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.


ROWAN  COMPANIES  PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited  (In  Millions)



March 31,


December 31,


2015


2014





ASSETS








Cash and cash equivalents

$             56.8


$           339.2

Accounts receivable

503.2


545.2

Other current assets

52.0


56.7

     Total current assets

612.0


941.1

Property, plant and equipment - net

7,864.0


7,432.2

Other assets

36.0


37.9

     TOTAL

$       8,512.0


$       8,411.2









LIABILITIES AND STOCKHOLDERS'  EQUITY








Accounts payable

$           118.1


$           102.8

Other current liabilities

200.1


230.4

     Total current liabilities

318.2


333.2

Long-term debt

2,807.1


2,807.3

Other liabilities

580.4


579.3

Stockholders' equity

4,806.3


4,691.4

     TOTAL

$       8,512.0


$       8,411.2



ROWAN COMPANIES PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited (In Millions Except Per Share Amounts)










THREE MONTHS




ENDED MARCH  31




2015


2014







REVENUES


$       547.0


$       377.6







COSTS AND EXPENSES:





Operations

255.7


220.3


Depreciation and amortization

89.7


70.9


Selling, general and administrative

27.6


29.9


(Gain) loss on disposals of property and equipment

(0.5)


0.8


Material charges, settlements and other expenses

-


(20.9)



Total

372.5


301.0

INCOME FROM OPERATIONS

174.5


76.6

Net interest and other income (expense)

(33.6)


(20.7)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

140.9


55.9

Provision for income taxes

17.2


0.3

NET INCOME FROM CONTINUING OPERATIONS

123.7


55.6

Discontinued operations, net of tax

-


4.0

NET INCOME


$       123.7


$         59.6







PER SHARE AMOUNTS:





Income from continuing operations

$         0.99


$         0.45


Discontinued operations, net of tax

$               -


$         0.03


Net income

$         0.99


$         0.48







AVERAGE DILUTED SHARES

125.1


124.7







NOTE:  See below for supplemental operating information.






ROWAN  COMPANIES  PLC

CONDENSED  CONSOLIDATED   STATEMENTS  OF  CASH  FLOWS

Unaudited  (In  Millions)










THREE MONTHS


ENDED MARCH  31


2015


2014

CASH PROVIDED BY (USED  IN):




   Operations:




      Net income

$   123.7


$         59.6

      Adjustments  to  reconcile  net  income  to  net




      cash  provided  by  operations:




         Depreciation  and  amortization

90.6


70.9

         Deferred  income  taxes

(7.5)


(1.5)

         Gain  on  disposals  of  assets

(0.5)


(1.1)

         Other -  net

11.4


6.4

      Net  changes  in  current  assets  and  liabilities

19.7


(55.9)

      Net  changes  in  other  noncurrent  assets  and  liabilities

7.4


2.1

   Net  cash  provided  by  operations

244.8


80.5





   Investing  activities:




      Property,  plant  and  equipment  additions

(514.3)


(532.5)

      Proceeds  from  disposals  of  property,  plant  and  equipment

1.7


6.6

   Net  cash  used  in  investing  activities

(512.6)


(525.9)





   Financing  activities:




      Proceeds from borrowings, net

-


792.7

      Payment of cash dividends

(12.6)


-

      Other, net

(2.0)


0.3

   Net  cash  provided  by (used in) financing  activities

(14.6)


793.0





INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(282.4)


347.6

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

339.2


1,092.8

CASH AND CASH EQUIVALENTS, END OF PERIOD

$     56.8


$   1,440.4



ROWAN COMPANIES PLC

SUPPLEMENTAL OPERATING INFORMATION

Unaudited





THREE MONTHS ENDED




March 31,


December 31,


March 31,




2015


2014


2014









RIG DAYS:







Operating

2,411


2,520


2,153


Out of service (shipyard/transit/inspections/other)

82


101


344


Idle (uncontracted)

139


95


-


Operational downtime (off rate during rig operations)

47


29


23


Cold stacked

260


184


180



Total available

2,939


2,929


2,700











Utilization

82%


86%


80%



Utilization (excluding cold-stacked rigs)

90%


92%


85%









AVERAGE DAY RATES (in  thousands):







Jack-ups:








North Sea

$              295.8


$               306.4


$      273.6



Middle East

138.5


145.8


136.0



Gulf of Mexico

115.4


150.1


153.6



All jack-up rigs

180.2


185.2


171.4


Drillships

$              631.9


$               658.6


 n/a 









OPERATIONS COSTS AND EXPENSES  (in  millions):







Personnel (a)

$              181.9


$               180.7


$      138.3


Repairs and maintenance

31.5


43.2


40.8


All other

32.0


33.5


32.8



Subtotal (excluding rebillables)

$              245.4


$               257.4


$      211.9


Rebillables (equally offset with rebillable revenue)

10.3


22.1


8.4











Total

$              255.7


$               279.5


$      220.3











(a)  Includes labor, fringes, training, travel and catering costs.



ROWAN  COMPANIES  PLC

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES








THREE MONTHS



ENDED MARCH 31



2015


2014

NET INCOME:




  GAAP NET INCOME

$ 123.7


$   59.6


Litigation settlement (tanker incident)

-


(20.9)


Discontinued operations, net of tax

-


(4.0)

  NON-GAAP NET INCOME

$ 123.7


$   34.7






DILUTED INCOME PER SHARE*:




  GAAP NET INCOME PER SHARE

$   0.99


$   0.48


Litigation settlement (tanker incident)

-


(0.17)


Discontinued operations, net of tax

-


(0.03)

  NON-GAAP NET INCOME PER SHARE

$   0.99


$   0.28






ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA)


  GAAP NET INCOME

$ 123.7


$   59.6


Litigation settlement (tanker incident)

-


(20.9)


Interest (income) expense and other, net

33.6


20.7


Depreciation and amortization

89.7


70.9


Income tax expense (benefit)

17.2


0.3


Discontinued operations, net of tax

-


(4.0)

  NON-GAAP ADJUSTED EBITDA

$ 264.2


$ 126.6






* Per share amounts may not sum due to rounding.






CONTACT: Chris Pitre, Director, Investor Relations and Corporate Development, chris.pitre@rowancompanies.com, +1 713 968 6642; or Carrie Prati, Manager, Marketing and Investor Relations, carrie.prati@rowancompanies.com, +1 713 960 7581