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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-13439

 


 

DRIL-QUIP, INC.

(Exact name of registrant as specified in its charter)

 


 

DELAWARE    74-2162088
(State or other jurisdiction    (I.R.S. Employer Identification No.)
of incorporation or organization)     

 

13550 HEMPSTEAD HIGHWAY

HOUSTON, TEXAS

77040

(Address of principal executive offices)

(Zip Code)

(713) 939-7711

(Registrant’s telephone number, including area code)

 


 

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 by Rule 12b-2 of the Exchange Act).    Yes x  No ¨

 

As of May 7, 2004, the number of shares outstanding of the registrant’s common stock, par value $.01 per share, was 17,293,373.

 



PART I—FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

DRIL-QUIP, INC.

 

CONSOLIDATED CONDENSED BALANCE SHEETS

 

     December 31,
2003


   March 31,
2004


          (Unaudited)
     (In thousands)
ASSETS              

Current assets:

             

Cash and cash equivalents

   $ 8,325    $ 5,993

Trade receivables

     48,627      50,076

Inventories

     105,028      105,609

Deferred taxes

     4,780      4,629

Prepaids and other current assets

     4,627      3,207
    

  

Total current assets

     171,387      169,514

Property, plant and equipment, net

     106,535      107,721

Other assets

     259      204
    

  

Total assets

   $ 278,181    $ 277,439
    

  

LIABILITIES AND STOCKHOLDERS’ EQUITY              

Current liabilities:

             

Accounts payable

   $ 16,196    $ 16,301

Current maturities of long-term debt

     1,288      1,319

Accrued income taxes

     2,899      1,592

Customer prepayments

     3,649      6,268

Accrued compensation

     5,782      7,102

Other accrued liabilities

     5,649      6,429
    

  

Total current liabilities

     35,463      39,011

Long-term debt

     38,320      30,165

Deferred taxes

     4,751      4,737
    

  

Total liabilities

     78,534      73,913

Stockholders’ equity:

             

Preferred stock:

             

10,000,000 shares authorized at $0.01 par value (none issued)

     —        —  

Common stock:

             

50,000,000 shares authorized at $0.01 par value, 17,293,373 shares issued and outstanding

     173      173

Additional paid-in capital

     64,737      64,737

Retained earnings

     132,689      135,224

Foreign currency translation adjustment

     2,048      3,392
    

  

Total stockholders’ equity

     199,647      203,526
    

  

Total liabilities and stockholders’ equity

   $ 278,181    $ 277,439
    

  

 

The accompanying notes are an integral part of these statements.

 

2


DRIL-QUIP, INC.

 

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

     Three months ended March 31,

     2003

     2004

     (In thousands except share data)

Revenues

   $ 55,221      $ 53,378

Cost and expenses:

               

Cost of sales

     40,130        37,505

Selling, general and administrative

     7,329        7,396

Engineering and product development

     4,287        4,272
    

    

       51,746        49,173
    

    

Operating income

     3,475        4,205

Interest expense

     450        310
    

    

Income before income taxes

     3,025        3,895

Income tax provision

     953        1,360
    

    

Net income

   $ 2,072      $ 2,535
    

    

Earnings per share:

               

Basic

   $ 0.12      $ 0.15
    

    

Fully diluted

   $ 0.12      $ 0.15
    

    

Weighted average shares:

               

Basic

     17,293,373        17,293,373
    

    

Fully diluted

     17,293,373        17,334,402
    

    

 

 

The accompanying notes are an integral part of these statements.

 

3


DRIL-QUIP, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     Three months ended
March 31,


 
     2003

    2004

 
     (In thousands)  

Operating activities

                

Net income

   $ 2,072     $ 2,535  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     2,652       2,819  

Loss on sale of equipment

     15       —    

Deferred income taxes

     (43 )     148  

Changes in operating assets and liabilities:

                

Trade receivables

     8,916       (967 )

Inventories

     (2,053 )     569  

Prepaids and other assets

     (458 )     1,499  

Trade accounts payable and accrued expenses

     (5,489 )     3,166  
    


 


Net cash provided by operating activities

     5,612       9,769  

Investing activities

                

Purchase of property, plant and equipment

     (2,266 )     (3,411 )

Transfer of rental assets to inventory

     5,518       —    

Proceeds from sale of equipment

     16       25  
    


 


Net cash provided by (used in) investing activities

     3,268       (3,386 )

Financing activities

                

Principal payments on revolving line of credit and long-term debt

     (6,498 )     (8,316 )
    


 


Net cash used in financing activities

     (6,498 )     (8,316 )

Effect of exchange rate changes on cash activities

     245       (399 )
    


 


Increase (decrease) in cash

     2,627       (2,332 )

Cash at beginning of period

     3,276       8,325  
    


 


Cash at end of period

   $ 5,903     $ 5,993  
    


 


 

 

The accompanying notes are an integral part of these statements.

 

4


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. ORGANIZATION AND PRINCIPLES OF CONSOLIDATION

 

Dril-Quip, Inc., a Delaware corporation (the “Company” or “Dril-Quip”), manufactures highly engineered offshore drilling and production equipment which is well suited for use in deepwater, harsh environment and severe service applications. The Company’s principal products consist of subsea and surface wellheads, subsea and surface production trees, mudline hanger systems, specialty connectors and associated pipe, drilling and production riser systems, wellhead connectors and diverters for use by major integrated, large independent and foreign national oil and gas companies in offshore areas throughout the world. Dril-Quip also provides installation and reconditioning services and rents running tools for use in connection with the installation and retrieval of its products. The Company’s activities are within a single industry segment. The Company has four subsidiaries that manufacture and market the Company’s products abroad. Dril-Quip (Europe) Limited (“DQE”) is located in Aberdeen, Scotland, with branches in Norway, Holland and Denmark. Dril-Quip Asia Pacific PTE Ltd. is located in Singapore. DQ Holdings PTY Ltd. is located in Perth, Australia and Dril-Quip do Brasil LTDA is located in Macae, Brazil. Dril-Quip (Nigeria) Ltd. is located in Port Harcourt, Nigeria and is a wholly-owned subsidiary of DQE.

 

The condensed consolidated financial statements included herein have been prepared by Dril-Quip and are unaudited, except for the balance sheet at December 31, 2003, which has been prepared from the audited financial statements at that date. In the opinion of management, the unaudited condensed consolidated interim financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the financial position as of March 31, 2004, and the results of operations and the cash flows for each of the three-month periods ended March 31, 2004 and 2003. Although management believes the unaudited interim related disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual audited financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations and the cash flows for the three-month period ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements included herein should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Some of the Company’s more significant estimates are those affected by critical accounting policies for revenue recognition, inventories and contingent liabilities.

 

Cash and cash equivalents

 

Short term investments that have a maturity of three months or less from the date of purchase are classified as cash equivalents.

 

5


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

Inventories

 

Inventory costs are determined principally by the use of the first-in, first out (FIFO) method, and are stated at the lower of cost or market. Inventory is valued principally using standard costs that are calculated based upon direct costs incurred and overhead allocations. Periodically, obsolesence reviews are performed on slow moving inventories and reserves are established based upon current assessments about future demands and market conditions.

 

Property, Plant, and Equipment

 

Property, plant, and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives.

 

Income Taxes

 

The Company accounts for income taxes using the liability method. Deferred income taxes are provided on income and expenses which are reported in different periods for income tax and financial reporting purposes.

 

Revenue Recognition

 

The Company delivers most of its products and services on an as-needed basis by its customers and records revenues as the products are shipped and as services are rendered. Allowances for doubtful accounts are determined generally on a case by case basis. Certain revenues are derived from long-term contracts which generally require more than one year to fulfill. Revenues and profits on long-term contracts are recognized under the percentage-of-completion method based on a cost-incurred basis. Losses, if any, on contracts are recognized when they become known. Contracts for long-term projects contain provisions for customer progress payments. Payments in excess of revenues recognized are included as a customer prepayment liability.

 

Foreign Currency

 

The financial statements of foreign subsidiaries are translated into U.S. dollars at current exchange rates except for revenues and expenses, which are translated at average rates during each reporting period. Translation adjustments are reflected as a separate component of stockholders’ equity and have no current effect on earnings or cash flows.

 

Foreign currency exchange transactions are recorded using the exchange rate at the date of the settlement. These amounts are included in selling, general, and administrative costs in the consolidated statements of income.

 

Stock-Based Compensation

 

The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, “Accounting For Stock Based Compensation” (“SFAS No. 123”). Accordingly, no compensation cost has been recognized for stock options granted under the Company’s incentive plan.

 

Under SFAS No. 123, pro forma information is required to reflect the estimated effect on net income and earnings per share as if the Company had accounted for the stock options using the fair value method. The fair value was estimated at the date of grant using a Black-Scholes option pricing model.

 

6


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

Had compensation cost for the Company’s stock-based compensation plans been determined based on the fair value at the grant dates for awards consistent with the method available under SFAS No. 123, the Company’s net income and earnings per share for each of the three months ended March 31, 2003, and 2004 would have been reduced to the pro forma amounts listed below.

 

    

Three months

Ended March 31,


     2003

   2004

     (In thousands)

Net Income

             

As reported

   $ 2,072    $ 2,535

Pro forma

   $ 1,491    $ 1,973

Earnings per share

             

Basic

   $ 0.12    $ 0.15

Diluted

   $ 0.12    $ 0.15

Pro forma

             

Basic

   $ 0.09    $ 0.11

Diluted

   $ 0.09    $ 0.11

 

There were no option grants during the first quarter of 2004.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents, receivables, payables, and debt instruments. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates which approximate market rates.

 

Concentration of Credit Risk

 

Financial instruments which subject the Company to concentrations of credit risk consist principally of trade receivables. The Company grants credit to its customers, which operate primarily in the oil and gas industry. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company maintains reserves for potential losses and such losses have historically been within management’s expectations.

 

Comprehensive Income

 

The Company includes unrealized gains or losses on foreign currency translation adjustments in other comprehensive income. Generally, gains are attributed to a weakening U.S. dollar and losses are the result of a strengthening U.S. dollar.

 

The following table provides comprehensive income for the periods indicated:

 

    

Three months
ended

March 31,


     2003

    2004

     (In thousands)

Net income

   $ 2,072     $ 2,535

Foreign currency translation adjustment

     (925 )     1,344
    


 

Comprehensive income

   $ 1,147     $ 3,879
    


 

 

7


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

Earnings Per Share

 

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed considering the dilutive effect of stock options.

 

The net income used in the basic and diluted earnings per share calculations is the same due to no dilutive effects of stock options or other contingently issuable shares. The following table reconciles the number of common shares outstanding at March 31 of each year to the weighted average of common shares outstanding and the weighted average number of common and dilutive potential common shares outstanding for the purpose of calculating basic and diluted earnings per common share:

 

    

Three months ended

March 31,


     2003

   2004

     (In thousands)

Number of common shares outstanding at end of period

   17,293    17,293

Effect of using weighted average common shares outstanding

   —      —  
    
  

Weighted average basic common shares outstanding

   17,293    17,293

Dilutive effect of common stock options

   —      41
    
  

Weighted average diluted common shares outstanding

   17,293    17,334
    
  

 

New Accounting Standards

 

In January 2003, the FASB issued Interpretation No. 46R, Consolidation of Variable Interest Entities. The Interpretation requires the consolidation of entities in which an enterprise absorbs a majority of the entity’s losses, received a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual, or other financial interests in the entity. Prior to the issuance of this Interpretation, entities were generally consolidated by an enterprise when it had a controlling interest through ownership of a majority voting interest. This Interpretation applies immediately to entities created after January 31, 2003, and with respect to variable interests held prior to that date, the Company has applied this Interpretation during the current reporting period. The Company has no investments or contractual arrangements that may constitute a variable interest. The adoption of the Interpretation did not have a material impact on the Company’s results of operation or financial position.

 

3. INVENTORIES

 

Inventories consist of the following:

 

    

December 31,

2003


  

(Unaudited)

March 31,

2004


     (In Thousands)

Raw materials and supplies

   $ 17,020    $ 13,955

Work in progress

     18,169      24,196

Finished goods

     69,839      67,458
    

  

     $ 105,028    $ 105,609
    

  

 

8


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

4. GEOGRAPHIC AREAS

 

    

Three months ended

March 31,


 
     2003

    2004

 
     (In thousands)  

Revenues

                

United States:

                

Domestic

   $ 20,917     $ 24,457  

Export

     13,916       1,652  

Intercompany

     6,917       6,181  
    


 


Total United States

     41,750       32,290  

Europe and Africa

     14,491       22,528  

Asia-Pacific

     5,897       4,741  

Eliminations

     (6,917 )     (6,181 )