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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 SEPTEMBER 30, 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 of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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 November 5, 2004, the number of shares outstanding of the registrant’s common stock, par value $.01 per share, was 17,299,935.

 



PART I—FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

DRIL-QUIP, INC.

 

CONSOLIDATED CONDENSED BALANCE SHEETS

 

     December 31,
2003


   September 30,
2004


          (Unaudited)
     (In thousands)
ASSETS          

Current assets:

             

Cash and cash equivalents

   $ 8,325    $ 4,590

Trade receivables

     48,627      53,188

Inventories

     105,028      101,085

Deferred taxes

     4,780      5,942

Prepaids and other current assets

     4,627      1,626
    

  

Total current assets

     171,387      166,431

Property, plant and equipment, net

     106,535      111,013

Other assets

     259      294
    

  

Total assets

   $ 278,181    $ 277,738
    

  

LIABILITIES AND STOCKHOLDERS’ EQUITY          

Current liabilities:

             

Accounts payable

   $ 16,196    $ 16,270

Current maturities of long-term debt

     1,288      1,298

Accrued income taxes

     2,899      3,112

Customer prepayments

     3,649      2,811

Accrued compensation

     5,782      6,566

Other accrued liabilities

     5,649      7,140
    

  

Total current liabilities

     35,463      37,197

Long-term debt

     38,320      26,198

Deferred taxes

     4,751      5,571
    

  

Total liabilities

     78,534      68,966

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      141,276

Foreign currency translation adjustment

     2,048      2,586
    

  

Total stockholders’ equity

     199,647      208,772
    

  

Total liabilities and stockholders’ equity

   $ 278,181    $ 277,738
    

  

 

The accompanying notes are an integral part of these statements.

 

2


DRIL-QUIP, INC.

 

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

 

    

Three months ended

September 30,


  

Nine months ended

September 30,


     2003

   2004

   2003

   2004

     (In thousands except share data)

Revenues

   $ 56,632    $ 58,222    $ 167,577    $ 164,521

Cost and expenses:

                           

Cost of sales

     40,676      41,341      120,759      115,471

Selling, general and administrative

     7,707      7,915      22,123      23,482

Engineering and product development

     4,368      4,213      12,705      12,474

Special item

     —        —        1,400      —  
    

  

  

  

       52,751      53,469      156,987      151,427
    

  

  

  

Operating income

     3,881      4,753      10,590      13,094

Interest expense

     361      272      1,224      830
    

  

  

  

Income before income taxes

     3,520      4,481      9,366      12,264

Income tax provision

     1,091      1,231      2,830      3,677
    

  

  

  

Net income

   $ 2,429    $ 3,250    $ 6,536    $ 8,587
    

  

  

  

Earnings per share:

                           

Basic

   $ 0.14    $ 0.19    $ 0.38    $ 0.50
    

  

  

  

Fully diluted

   $ 0.14    $ 0.19    $ 0.38    $ 0.50
    

  

  

  

Weighted average shares:

                           

Basic

     17,293,373      17,293,373      17,293,373      17,293,373
    

  

  

  

Fully diluted

     17,293,373      17,392,735      17,293,373      17,345,638
    

  

  

  

 

 

 

The accompanying notes are an integral part of these statements.

 

3


DRIL-QUIP, INC.

 

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     Nine months ended
September 30


 
     2003

    2004

 
     (In thousands)  
Operating activities                 

Net income

   $ 6,536     $ 8,587  

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

                

Depreciation and amortization

     7,892       8,663  

Gain on sale of equipment

     (40 )     (61 )

Deferred income taxes

     (265 )     (337 )

Changes in operating assets and liabilities:

                

Trade receivables

     6,973       (4,371 )

Inventories

     2,733       4,418  

Prepaids and other assets

     297       2,982  

Trade accounts payable and accrued expenses

     (3,333 )     1,568  
    


 


Net cash provided by operating activities

     20,793       21,449  
Investing activities                 

Purchase of property, plant and equipment

     (7,250 )     (13,178 )

Disposal of rental equipment

     5,518       —    

Proceeds from sale of equipment

     174       349  
    


 


Net cash provided by (used in) investing activities

     (1,558 )     (12,829 )
Financing activities                 

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

     (11,092 )     (12,181 )
    


 


Net cash used in financing activities

     (11,092 )     (12,181 )

Effect of exchange rate changes on cash activities

     (1,469 )     (174 )
    


 


Increase (decrease) in cash

     6,674       (3,735 )

Cash and cash equivalents at beginning of period

     3,276       8,325  
    


 


Cash and cash equivalents at end of period

   $ 9,950     $ 4,590  
    


 


 

 

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 operations are organized into three geographic segments—Western Hemisphere (including North and South America; headquartered in Houston, Texas), Eastern Hemisphere (including Europe and Africa; headquartered in Aberdeen, Scotland) and Asia-Pacific (including the Pacific Rim, Southeast Asia, Australia, India and the Middle East; headquartered in Singapore). Each of these segments sells similar products and services and the Company has major manufacturing facilities in all three of its headquarter locations. The Company previously reported a single industry segment and disclosed certain geographic financial information. All periods presented herein have been revised to present geographic segment information. See note 4.

 

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 derived 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 September 30, 2004, the results of operations for each of the three and nine-month periods ended September 30, 2004 and 2003 and cash flows for the nine-month periods ended September 30, 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 nine-month period ended September 30, 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.

 

5


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

Some of the Company’s more significant estimates are those affected by critical accounting policies for revenue recognition, inventories and contingent liabilities as discussed more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

Cash and cash equivalents

 

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

 

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 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 product contracts which generally require more than one year to fulfill. Revenues and profits on long-term product 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.

 

6


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

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, the Company accounts for its stock-based compensation using the intrinsic value method under Accounting Principles Board Statement No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Under this accounting method, no expense in connection with the Company’s stock option plan is recognized in the consolidated statements of income.

 

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.

 

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 and nine-month periods ended September 30, 2003, and 2004 would have been reduced to the pro forma amounts listed below.

 

     Three months ended
September 30,


   

Nine months ended

September 30,


 
     2003

    2004

    2003

    2004

 
     (In thousands except share data)  

Net Income

        

As reported

   $ 2,429     $ 3,250     $ 6,536     $ 8,587  

Less: Compensation expense per SFAS No. 123, net of tax

     (585 )     (568 )     (1,759 )     (1,692 )
    


 


 


 


Pro forma net income

   $ 1,844     $ 2,682     $ 4,777     $ 6,895  
    


 


 


 


Earnings per share

                                

Basic

   $ 0.14     $ 0.19     $ 0.38     $ 0.50  

Diluted

   $ 0.14     $ 0.19     $ 0.38     $ 0.50  

Pro forma earnings per share

                                

Basic

   $ 0.11     $ 0.16     $ 0.28     $ 0.40  

Diluted

   $ 0.11     $ 0.15     $ 0.28     $ 0.40  

 

There were no option grants during the third 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 credit 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.

 

7


DRIL-QUIP, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

The following table provides comprehensive income for the periods indicated:

 

     Three months ended
September 30,


   

Nine months ended

September 30,


     2003

   2004

    2003

   2004

     (In thousands)     (In thousands)

Net income

   $ 2,429    $ 3,250     $ 6,536    $