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
(Registrants 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 registrants common stock, par value $.01 per share, was 17,299,935.
PART IFINANCIAL 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 Companys 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 Companys operations are organized into three geographic segmentsWestern 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 Companys 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 Companys more significant estimates are those affected by critical accounting policies for revenue recognition, inventories and contingent liabilities as discussed more fully in the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 managements 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 | $ | ||||||