SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-13884
Cooper Cameron Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
76-0451843 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 1333 West Loop South, Suite 1700, Houston, Texas |
77027 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
713/513-3300
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
Number of shares outstanding of issuer’s common stock as of April 30, 2003 was 54,686,969.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
COOPER CAMERON CORPORATION
CONSOLIDATED RESULTS OF OPERATIONS
(dollars and shares in millions, except per share data)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| (unaudited) |
||||||||
| REVENUES |
$ |
361.1 |
|
$ |
366.9 |
| ||
| COSTS AND EXPENSES |
||||||||
| Cost of sales (exclusive of depreciation and amortization) |
|
257.1 |
|
|
259.9 |
| ||
| Depreciation and amortization |
|
20.4 |
|
|
18.3 |
| ||
| Selling and administrative expenses |
|
66.1 |
|
|
61.0 |
| ||
| Interest income |
|
(1.4 |
) |
|
(2.0 |
) | ||
| Interest expense |
|
2.0 |
|
|
2.2 |
| ||
| Special items |
|
5.5 |
|
|
— |
| ||
| Total costs and expenses |
|
349.7 |
|
|
339.4 |
| ||
| Income before income taxes |
|
11.4 |
|
|
27.5 |
| ||
| Income tax provision |
|
(3.0 |
) |
|
(8.0 |
) | ||
| Net income |
$ |
8.4 |
|
$ |
19.5 |
| ||
| Earnings per share: |
||||||||
| Basic |
$ |
0.15 |
|
$ |
0.36 |
| ||
| Diluted |
$ |
0.15 |
|
$ |
0.35 |
| ||
| Shares used in computing earnings per common share: |
||||||||
| Basic |
|
54.6 |
|
|
54.0 |
| ||
| Diluted |
|
55.4 |
|
|
59.6 |
| ||
The accompanying notes are an integral part of these statements.
2
COOPER CAMERON CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except shares and per share data)
| March 31, 2003 |
Dec. 31, 2002 |
|||||||
| (unaudited) |
||||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ |
293.9 |
|
$ |
273.8 |
| ||
| Short-term investments |
|
27.8 |
|
|
25.3 |
| ||
| Receivables, net |
|
329.9 |
|
|
304.8 |
| ||
| Inventories, net |
|
402.3 |
|
|
387.2 |
| ||
| Other |
|
36.5 |
|
|
26.8 |
| ||
| Total current assets |
|
1,090.4 |
|
|
1,017.9 |
| ||
| Plant and equipment, net |
|
466.3 |
|
|
475.9 |
| ||
| Goodwill, net |
|
305.2 |
|
|
301.9 |
| ||
| Other assets |
|
205.3 |
|
|
202.0 |
| ||
| TOTAL ASSETS |
$ |
2,067.2 |
|
$ |
1,997.7 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Short-term debt |
$ |
4.9 |
|
$ |
4.9 |
| ||
| Accounts payable and accrued liabilities |
|
410.4 |
|
|
354.4 |
| ||
| Accrued income taxes |
|
17.4 |
|
|
15.5 |
| ||
| Total current liabilities |
|
432.7 |
|
|
374.8 |
| ||
| Long-term debt |
|
463.2 |
|
|
463.0 |
| ||
| Postretirement benefits other than pensions |
|
44.2 |
|
|
45.2 |
| ||
| Deferred income taxes |
|
45.6 |
|
|
45.6 |
| ||
| Other long-term liabilities |
|
27.9 |
|
|
27.8 |
| ||
| Total liabilities |
|
1,013.6 |
|
|
956.4 |
| ||
| Stockholders’ Equity: |
||||||||
| Common stock, par value $.01 per share, 150,000,000 shares authorized, 54,673,041 shares issued (54,566,054 at December 31, 2002) |
|
0.5 |
|
|
0.5 |
| ||
| Capital in excess of par value |
|
950.6 |
|
|
949.2 |
| ||
| Retained earnings |
|
116.6 |
|
|
108.2 |
| ||
| Accumulated other elements of comprehensive income |
|
(14.1 |
) |
|
(14.8 |
) | ||
| Less: Treasury stock at cost, 54,954 shares at December 31, 2002 |
|
— |
|
|
(1.8 |
) | ||
| Total stockholders’ equity |
|
1,053.6 |
|
|
1,041.3 |
| ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
2,067.2 |
|
$ |
1,997.7 |
| ||
The accompanying notes are an integral part of these statements.
3
COOPER CAMERON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| (unaudited) |
||||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ |
8.4 |
|
$ |
19.5 |
| ||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
|
16.9 |
|
|
15.9 |
| ||
| Amortization |
|
3.5 |
|
|
2.4 |
| ||
| Deferred income taxes and other |
|
(2.9 |
) |
|
1.7 |
| ||
| Changes in assets and liabilities, net of translation, acquisitions and non-cash items: |
||||||||
| Receivables |
|
(25.0 |
) |
|
(0.4 |
) | ||
| Inventories |
|
(12.3 |
) |
|
(0.2 |
) | ||
| Accounts payable and accrued liabilities |
|
55.7 |
|
|
(21.8 |
) | ||
| Other assets and liabilities, net |
|
(4.6 |
) |
|
(1.5 |
) | ||
| Net cash provided by operating activities |
|
39.7 |
|
|
15.6 |
| ||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
|
(15.9 |
) |
|
(18.8 |
) | ||
| Acquisitions |
|
— |
|
|
(5.5 |
) | ||
| Sales of short-term investments |
|
25.2 |
|
|
— |
| ||
| Purchases of short-term investments |
|
(27.8 |
) |
|
(13.6 |
) | ||
| Other |
|
0.9 |
|
|
1.6 |
| ||
| Net cash used for investing activities |
|
(17.6 |
) |
|
(36.3 |
) | ||
| Cash flows from financing activities: |
||||||||
| Loan borrowings (repayments), net |
|
0.3 |
|
|
(4.9 |
) | ||
| Activity under stock option plans and other |
|
(0.1 |
) |
|
— |
| ||
| Net cash provided by (used for) financing activities |
|
0.2 |
|
|
(4.9 |
) | ||
| Effect of translation on cash |
|
(2.2 |
) |
|
0.3 |
| ||
| Increase (decrease) in cash and cash equivalents |
|
20.1 |
|
|
(25.3 |
) | ||
| Cash and cash equivalents, beginning of period |
|
273.8 |
|
|
111.6 |
| ||
| Cash and cash equivalents, end of period |
$ |
293.9 |
|
$ |
86.3 |
| ||
The accompanying notes are an integral part of these statements.
4
COOPER CAMERON CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation
The accompanying Unaudited Consolidated Condensed Financial Statements of Cooper Cameron Corporation (the “Company”) have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Those adjustments, consisting only of normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial information for the interim periods, have been made. The results of operations for such interim periods are not necessarily indicative of the results of operations for a full year. The Unaudited Consolidated Condensed Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto filed by the Company on Form 10-K for the year ended December 31, 2002.
As described more fully in the Company’s Annual Report on Form 10-K referred to above, the Company measures compensation expense for its stock-based compensation plans using the intrinsic value method. The following table illustrates the pro forma effect on net income and earnings per share if the Company had used the alternative fair value method to recognize stock-based employee compensation expense.
| (dollars in millions, except per share data) |
Three Months Ended March 31, |
|||||||
| 2003 |
2002 |
|||||||
| Net income, as reported |
$ |
8.4 |
|
$ |
19.5 |
| ||
| Less total stock-based employee compensation expense determined under the fair value method of all awards, net of tax |
|
(5.0 |
||||||