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): JULY 15, 2003
ROWAN COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-5491 75-0759420
(COMMISSION FILE NUMBER ) (IRS EMPLOYER IDENTIFICATION NO.)
2800 POST OAK BOULEVARD
SUITE 5450
HOUSTON, TEXAS 77056-6127
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
(713) 621-7800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit
Number Exhibit Description
------ -------------------
99 Press release of Rowan Companies, Inc. dated July 15, 2003
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION PROVIDED UNDER ITEM 12 - RESULTS
OF OPERATIONS AND FINANCIAL CONDITION).
The following information is disclosed pursuant to Item 12 - Results of
Operations and Financial Condition. It is being furnished under Item 9 of this
Form 8-K in accordance with the interim guidance provided in SEC Release No.
33-8216.
On July 15, 2003, Rowan Companies, Inc. issued a press release announcing
its results for the second quarter of 2003. The press release is attached
as Exhibit 99.
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, INC.
By: /s/ E. E. THIELE
-------------------------------------------
E. E. Thiele,
Senior Vice President - Administration
and Finance and Principal Financial Officer
Dated: July 15, 2003
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
Exhibit
Number Exhibit Description
------ -------------------
99 Press release of Rowan Companies, Inc. dated July 15, 2003
EXHIBIT 99
ROWAN COMPANIES, INC.
NEWS RELEASE 2800 POST OAK BOULEVARD, SUITE 5450
HOUSTON, TEXAS 77056 (713) 621-7800
FOR IMMEDIATE RELEASE July 15, 2003
HOUSTON, TEXAS -- ROWAN REPORTS IMPROVED OPERATING RESULTS.
For the three months ended June 30, 2003, Rowan Companies, Inc. (RDC-NYSE)
incurred a net loss of $6.6 million, or $.07 per share, on revenues of $158.1
million, compared to a net loss of $17.2 million, or $.18 per share, on revenues
of $131.4 million in the first quarter of 2003, and a net loss of $8.7 million,
or $.09 per share, on revenues of $148.5 million in the second quarter of 2002.
Rowan's offshore rig utilization was 88% during the second quarter of 2003,
versus 82% in the first quarter and 87% in the year-earlier period, and our
average offshore day rate of $39,400 increased by $4,600, or 13%, from the first
quarter and by $8,900, or 29%, from the year-earlier period. Land rig
utilization was 76% during the second quarter of 2003, versus 68% in the
year-earlier period, and our average land rig day rate of $10,600 increased by
$800, or 8%, from the first quarter and by $400, or 4%, from the year-earlier
period.
Bob Palmer, Chairman of the Board, commented, "In April, we announced that
we were optimistic that the second quarter 2003 would witness a dramatic turn in
our efforts to return to profitability. We believe such a turn is occurring.
"During the second quarter, our revenues grew by 20%, and our losses were
reduced by two-thirds. Our drilling and aviation divisions were profitable in
June, and the outlook for the manufacturing division is improving.
"With all 23 Rowan offshore rigs currently under contract, we believe our
operating results will continue to improve during the third quarter."
Rowan Companies, Inc. is a major provider of international and domestic
offshore contract drilling and aviation services. The Company also operates a
mini-steel mill, a manufacturing facility that produces heavy equipment for the
mining, timber and transportation industries, and a drilling products division
that has designed or built about one-third of all mobile offshore jack-up
drilling rigs, including all 22 operated by the Company. The Company's stock is
traded on the New York Stock Exchange and the Pacific Stock Exchange. Common
Stock trading symbol: RDC. Contact: William C. Provine, Vice-President -
Investor Relations, 713-960-7575. Website: 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. Other relevant factors have been disclosed in the Company's
filings with the U. S. Securities and Exchange Commission.
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ROWAN COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
Unaudited (Dollars In Thousands)
JUNE 30
---------
2003 2002
---- ----
ASSETS
Cash and short-term investments $ 73,651 $ 212,465
Accounts receivable 115,281 112,719
Inventories 188,443 151,509
Other current assets 54,033 7,711
---------- ----------
Total current assets 431,408 484,404
Property, plant and equipment - net 1,661,341 1,505,516
Other assets 18,057 18,642
---------- ----------
TOTAL $ 2,110,806 $ 2,008,562
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt $ 47,633 $ 42,458
Other current liabilities 83,873 93,906
---------- ----------
Total current liabilities 131,506 136,364
Long-term debt 547,591 479,864
Other liabilities 318,124 217,525
Stockholders' equity 1,113,585 1,174,809
---------- ----------
TOTAL $ 2,110,806 $ 2,008,562
========== ==========
CONSOLIDATED STATEMENT OF OPERATIONS
Unaudited (In Thousands Except Per Share Amounts)
For The Three Months For The Six Months
Ended June 30, Ended June 30,
------------------------- -----------------------
2003 2002 2003 2002
------------ ----------- --------- ---------
REVENUES:
Drilling services $ 95,138 $ 79,343 $ 173,024 $ 156,967
Manufacturing sales and services 30,631 31,951 59,671 63,586
Aviation services 32,331 37,204 56,760 65,750
------------ ----------- --------- ---------
Total 158,100 148,498 289,455 286,303
------------ ----------- --------- ---------
COSTS AND EXPENSES:
Drilling services 79,121 74,627 156,631 150,071
Manufacturing sales and services 28,693 30,498 55,319 60,044
Aviation services 29,936 29,829 53,370 57,676
Depreciation and amortization 20,923 18,754 41,233 37,002
General and administrative 6,789 6,422 13,294 12,817
------------ ---------- --------- ---------
Total 165,462 160,130 319,847 317,610
------------ ---------- --------- ---------
INCOME (LOSS) FROM OPERATIONS (7,362) (11,632) (30,392) (31,307)
------------ ---------- --------- ---------
OTHER INCOME (EXPENSE):
Net proceeds from Gorilla V
settlement 157,125
Interest expense (4,797) (5,243) (9,656) (10,224)
Less interest capitalized 1,355 1,516 2,453 3,134
Interest income 362 1,184 884 2,322
Other - net 259 283 379 385
------------ ---------- --------- ---------
Other income (expense) - net (2,821) (2,260) (5,940) 152,742
------------ ----------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES (10,183) (13,892) (36,332) 121,435
Provision (credit) for
income taxes (3,559) (5,153) (12,526) 42,497
------------ ----------- --------- ---------
NET INCOME (LOSS) $ (6,624) $ (8,739) $ (23,806) $ 78,938
============ =========== ========= =========
NET INCOME (LOSS) PER COMMON SHARE:
Basic $ (.07) $ (.09) $ (.25) $ .84
============ =========== ========= =========
Diluted $ (.07) $ (.09) $ (.25) $ .83
============ =========== ========= =========
DILUTED SHARES 93,716 93,998 93,667 95,535
============ =========== ========= =========
(CONTINUED)
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ROWAN COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited (In Thousands)
FOR THE SIX MONTHS
ENDED JUNE 30
----------------
2003 2002
---- ----
CASH PROVIDED BY (USED IN):
Operations:
Net income (loss) $ (23,806) $ 78,938
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operations:
Depreciation and amortization 41,233 37,002
Deferred income taxes (12,496) 25,590
Other - net 12,170 7,569
Net changes in current assets and liabilities (32,203) (71,174)
Net changes in other noncurrent assets and liabilities (664) (400)
---------- ----------
Net cash provided by (used in) operations (15,766) 77,525
---------- ----------
Investing activities:
Property, plant and equipment additions (137,370) (123,364)
Proceeds from disposals of property, plant and equipment 5,692 3,656
---------- ----------
Net cash used in investing activities (131,678) (119,708)
---------- ----------
Financing activities:
Proceeds from borrowings 61,151 62,609
Repayments of borrowings (21,229) (21,229)
Proceeds from stock option and convertible debenture plans 2,417 2,098
Payment of cash dividends (23,511)
Payments to acquire treasury stock (2,308)
---------- ----------
Net cash provided by financing activities 42,339 17,659
---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (105,105) (24,524)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 178,756 236,989
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 73,651 $ 212,465
========== ==========
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