0001144204-17-023797.txt : 20170502 0001144204-17-023797.hdr.sgml : 20170502 20170502064606 ACCESSION NUMBER: 0001144204-17-023797 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170502 DATE AS OF CHANGE: 20170502 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: 17802853 BUSINESS ADDRESS: STREET 1: CANNON PLACE, 78 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N 6AF BUSINESS PHONE: 7136217800 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD, SUITE 5450 CITY: HOUSTON STATE: TX ZIP: 77056 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 v465787_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 2, 2017

 

Rowan Companies plc

(Exact name of registrant as specified in its charter)

 

England and Wales 1-5491 98-1023315

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission  File

Number)

(I.R.S. Employer

Identification Number)

 

2800 Post Oak Boulevard  
Suite 5450  
Houston, Texas 77056-6189
(Address of Principal Executive Offices) (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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

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 2, 2017, Rowan Companies plc issued a press release announcing its financial results for the quarter ended March 31, 2017. The press release is attached as Exhibit 99.1.

 

Item 9.01 - Financial Statements and Exhibits

 

(c)Exhibits

 

Exhibit    
Number   Exhibit Description
     
99.1   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 2, 2017 Rowan Companies plc  
       
       
  By: /s/ Stephen M. Butz  
    Stephen M. Butz  
    Executive Vice President and Chief Financial Officer  

 

 

 

 

Exhibit List

 

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

 

 

EX-99.1 2 v465787_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

Rowan Reports First Quarter 2017 Results

HOUSTON, May 2, 2017 /PRNewswire/ -- For the quarter ended March 31, 2017, Rowan Companies plc (" Rowan " or the " Company ") (NYSE: RDC) reported net income of $10.3 million, or $0.07 per diluted share, compared to net income of $122.8 million, or $0.98 per diluted share, in the first quarter of 2016.

Rowan's revenues totaled $374.3 million in the first quarter of 2017, a decrease of 25% from the prior-year quarter driven by a 28% decline in the Deepwater segment and a 23% decline in the Jack-up segment. The decline in Deepwater revenues resulted from the Rowan Relentless being idle in the current quarter versus operating in the prior-year quarter and the Rowan Resolute operating at a reduced day rate compared to the prior year period. Jack-up revenues declined due to lower average day rates partially offset by increased operating days.

Tom Burke, President and Chief Executive Officer, commented, "While our revenues were down significantly year-over-year as a result of poor market conditions, I am pleased with our continued strong operating performance and sustained cost reduction efforts. We are preparing to start up our new joint venture with Saudi Aramco in the second quarter and look forward to the long term growth of this new company with our partner."

Rowan will conduct its earnings conference call on Tuesday, May 2, 2017, 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 81482409. 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, download and install any necessary software.

Rowan is a global provider of contract drilling services with a fleet of 29 mobile offshore drilling units, comprised of 25 jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East 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 and operating performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to numerous 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 and the impact of the economic climate; changes in the offshore drilling market, including fluctuations in supply and demand; variable levels of drilling activity and expenditures in the energy industry; changes in day rates; ability to secure future drilling contracts; cancellation, early termination or renegotiation by our customers of drilling contracts; customer credit and risk of customer bankruptcy; risks associated with fixed cost drilling operations; unplanned downtime; risks related to our joint venture with Saudi Aramco; cost overruns or delays in transportation of drilling units; cost overruns or delays in maintenance, repairs, or other rig projects; operating hazards and equipment failure; risks of collision and damage; casualty losses and limitations on insurance coverage; weather conditions in the Company's operating areas; increasing costs of compliance with regulations; changes in tax laws and interpretations by taxing authorities; hostilities, terrorism, and piracy in our areas of operations that may result in loss or seizure of assets or interruption of operations; impairments; a cyber incident which impairs our ability to conduct operations; the outcome of disputes, including tax disputes and legal proceedings; 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 STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)










Three months ended March 31,


2017


2016

REVENUES

$

374.3



$

500.2






COSTS AND EXPENSES:




Direct operating costs (excluding items below)

170.0



204.8


Depreciation and amortization

99.1



98.9


Selling, general and administrative

24.0



26.9


Loss on disposals of property and equipment

3.4



2.2


Total costs and expenses

296.5



332.8






INCOME FROM OPERATIONS

77.8



167.4






OTHER INCOME (EXPENSE):




Interest expense

(39.6)



(38.9)


Interest income

2.0



0.4


Gain (loss) on extinguishment of debt

(0.2)



0.6


Other - net



(2.6)


Total other (expense), net

(37.8)



(40.5)






INCOME BEFORE INCOME TAXES

40.0



126.9


Provision for income taxes

29.7



4.1






NET INCOME

$

10.3



$

122.8










NET INCOME PER SHARE - DILUTED

$

0.07



$

0.98






WEIGHTED AVERAGE SHARES - DILUTED

127.4



125.8


ROWAN COMPANIES PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)











March 31, 2017


December 31,
2016

ASSETS








CURRENT ASSETS:




Cash and cash equivalents

$

1,173.2



$

1,255.5


Receivables - trade and other

317.1



301.3


Prepaid expenses and other current assets

24.6



23.5


Total current assets

1,514.9



1,580.3


Property and equipment - net

6,983.8



7,060.0


Other assets

54.6



35.3



$

8,553.3



$

8,675.6






LIABILITIES AND SHAREHOLDERS' EQUITY








CURRENT LIABILITIES:




Current portion of long-term debt

$



$

126.8


Accounts payable - trade

93.1



94.3


Deferred revenues

108.2



103.9


Accrued liabilities

138.3



158.8


Total current liabilities

339.6



483.8






Long-term debt, less current portion

2,552.5



2,553.4


Other liabilities

320.6



338.8


Deferred income taxes - net

8.8



185.7


Shareholders' equity

5,331.8



5,113.9



$

8,553.3



$

8,675.6


ROWAN COMPANIES PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)











Three months ended March 31,


2017


2016

CASH FLOWS FROM OPERATING ACTIVITIES:




Net income

$

10.3



$

122.8


Adjustments to reconcile net income to net cash provided by operations:




Depreciation and amortization

99.1



98.9


Deferred income taxes

16.8



(12.6)


Provision for pension and other postretirement benefits

2.5



4.8


Share-based compensation expense

6.8



8.2


Loss on disposals of property and equipment

3.4



2.2


Other

0.2




Net changes in current assets and liabilities

(34.8)



(49.7)


Other postretirement benefit claims paid

(0.9)



(3.0)


Contributions to pension plans

(5.9)



(3.1)


Deferred revenues

(6.3)



(2.5)


Net changes in other noncurrent assets and liabilities

(9.7)



(3.1)


Net cash provided by operating activities

81.5



162.9






CASH FLOWS FROM INVESTING ACTIVITIES:




Capital expenditures

(30.9)



(32.9)


Proceeds from disposals of property and equipment

0.1



0.3


Net cash used in investing activities

(30.8)



(32.6)






CASH FLOWS FROM FINANCING ACTIVITIES:




Reductions of long-term debt

(127.7)



(16.5)


Shares repurchased for tax withholdings on vesting of restricted share units

(5.3)



(2.8)


Net cash used in financing activities

(133.0)



(19.3)






INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(82.3)



111.0


CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

1,255.5



484.2


CASH AND CASH EQUIVALENTS, END OF PERIOD

$

1,173.2



$

595.2


ROWAN COMPANIES PLC

SUPPLEMENTAL OPERATING SEGMENT INFORMATION

(In millions)

(Unaudited)












Three months ended March 31,



2017


2016


Deepwater:





Revenues

$

160.7



$

222.5



Operating expenses:





Direct operating costs (excluding items below)

44.6



67.0



Depreciation and amortization

28.3



27.3



Other operating items



0.3



Income from Operations

$

87.8



$

127.9








Jack-ups:





Revenues

$

213.6



$

277.7



Operating expenses:





Direct operating costs (excluding items below)

125.4



137.8



Depreciation and amortization

70.1



68.4



Other operating items

3.4



1.9



Income from Operations

$

14.7



$

69.6








Unallocated costs and other:





Operating expenses:





Depreciation and amortization

0.7



3.2



Selling, general and administrative

24.0



26.9



Loss from Operations

$

(24.7)



$

(30.1)








Consolidated:





Revenues

$

374.3



$

500.2



Operating expenses:





Direct operating costs (excluding items below)

170.0



204.8



Depreciation and amortization

99.1



98.9



Selling, general and administrative

24.0



26.9



Other operating items

3.4



2.2



Income from Operations

$

77.8



$

167.4



ROWAN COMPANIES PLC

SUPPLEMENTAL OPERATING INFORMATION

(Unaudited)















Three months ended


March 31,


December 31,


March 31,


2017


2016


2016

RIG DAYS (1)






Deepwater:






Operating

270



276



361


Available

360



368



364








Jack-up:






Operating

1,547



1,389



1,497


Available

2,071



2,208



2,184








Total:






Operating

1,817



1,665



1,858


Available

2,431



2,576



2,548








UTILIZATION (1)






Deepwater

75

%


75

%


99

%

Jack-up

75

%


63

%


69

%

Total

75

%


65

%


73

%







AVERAGE DAY RATES (2) (in thousands)






Deepwater

$

592.1



$

464.5



$

612.4


Jack-up

$

135.7



$

156.6



$

182.3


Total

$

203.5



$

207.6



$

266.0








REBILLABLES (3) (in millions)






Deepwater

$

0.8



$

0.2



$

1.2


Jack-up

3.4



5.3



3.4


Total

$

4.2



$

5.5



$

4.6








(1) Available rig days and utilization exclude cold-stacked days.





(2) Average day rates exclude other revenue, which is primarily revenue received for contract reimbursable costs.

(3) Rebillable operating costs equally offset with rebillable revenue.

ROWAN COMPANIES PLC

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In millions, except per share amounts)

(Unaudited)








































Three months ended













March 31,













2017


2016













ADJUSTED EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION (EBITDA):

















GAAP NET INCOME


$

10.3



$

122.8














Depreciation and amortization


99.1



98.9














Other expense, net


37.8



40.5














Income tax expense


29.7



4.1














NON-GAAP ADJUSTED EBITDA


$

176.9



$

266.3

































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