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EX-31.2 - EXHIBIT 31.2 - DRIL-QUIP INCexhibit3122018q2.htm
EX-31.1 - EXHIBIT 31.1 - DRIL-QUIP INCexhibit3112018q2.htm
EX-32.2 - EXHIBIT 32.2 - DRIL-QUIP INCexhibit3222018q2.htm
EX-32.1 - EXHIBIT 32.1 - DRIL-QUIP INCexhibit3212018q2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
(MARK ONE)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2018
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.)
6401 N. ELDRIDGE PARKWAY
HOUSTON, TEXAS
77041
(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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  ý
As of July 23, 2018, the number of shares outstanding of the registrant’s common stock, par value $0.01 per share, was 37,546,504.



TABLE OF CONTENTS




PART I—FINANCIAL INFORMATION
Item 1.        Financial Statements
DRIL-QUIP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
June 30,
2018
 
December 31,
2017
 
(In thousands, except for par value and shares)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
493,422

 
$
493,180

Trade receivables, net
184,463

 
191,629

Inventories, net
264,096

 
291,087

Prepaids and other current assets
34,441

 
32,653

Total current assets
976,422

 
1,008,549

Property, plant and equipment, net
283,040

 
284,247

Deferred income taxes
3,991

 
5,364

Goodwill
47,042

 
47,624

Intangible assets
36,140

 
38,408

Other assets
15,056

 
15,613

Total assets
$
1,361,691

 
$
1,399,805

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
20,967

 
$
33,480

Accrued income taxes
24,976

 
24,714

Customer prepayments
4,144

 
4,767

Accrued compensation
13,462

 
11,412

Other accrued liabilities
16,920

 
25,538

Total current liabilities
80,469

 
99,911

Deferred income taxes
3,055

 
3,432

Other long-term liabilities
2,720

 
2,001

Total liabilities
86,244

 
105,344

Commitments and contingencies (Note 12)

 

Stockholders’ equity:
 
 
 
Preferred stock: 10,000,000 shares authorized at $0.01 par value (none issued)

 

Common stock:
 
 
 
100,000,000 shares authorized at $0.01 par value, 37,531,965 and 38,132,693 issued and outstanding at June 30, 2018 and December 31, 2017
394

 
372

Additional paid-in capital
28,149

 
20,083

Retained earnings
1,381,739

 
1,400,296

Accumulated other comprehensive losses
(134,835
)
 
(126,290
)
Total stockholders’ equity
1,275,447

 
1,294,461

Total liabilities and stockholders’ equity
$
1,361,691

 
$
1,399,805

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


DRIL-QUIP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands, except per share data)
Revenues:
 
 
 
 
 
 
 
Products
$
64,719

 
$
102,092

 
$
135,764

 
$
193,684

Services
30,142

 
25,830

 
58,270

 
53,466

Total revenues
94,861

 
127,922

 
194,034

 
247,150

Cost and expenses:
 
 
 
 
 
 
 
Cost of sales:
 
 
 
 
 
 
 
Products
51,822

 
74,991

 
103,431

 
141,453

Services
17,621

 
12,558

 
33,762

 
28,536

Total cost of sales
69,443

 
87,549

 
137,193

 
169,989

Selling, general and administrative
23,739

 
31,267

 
51,794

 
57,075

Engineering and product development
10,526

 
10,308

 
19,974

 
22,158

Gain on sale of assets
(5,099
)
 
(88
)
 
(5,099
)
 
(88
)
            Total costs and expenses
98,609

 
129,036

 
203,862

 
249,134

Operating loss
(3,748
)
 
(1,114
)
 
(9,828
)
 
(1,984
)
Interest income
2,275

 
1,070

 
4,075

 
2,007

Interest expense
(151
)
 
(18
)
 
(350
)
 
(33
)
Income (loss) before income taxes
(1,624
)
 
(62
)
 
(6,103
)
 
(10
)
Income tax provision (benefit)
1,418

 
(77
)
 
4,318

 
(120
)
Net income (loss)
$
(3,042
)
 
$
15

 
$
(10,421
)
 
$
110

 
 
 
 
 
 
 
 
Earnings (loss) per common share:
 
 
 
 
 
 
 
Basic
$
(0.08
)
 
$

 
$
(0.28
)
 
$

Diluted
$
(0.08
)
 
$

 
$
(0.28
)
 
$

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
37,615

 
37,528

 
37,672

 
37,526

Diluted
37,615

 
37,718

 
37,672

 
37,706

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


DRIL-QUIP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Net income (loss)
$
(3,042
)
 
$
15

 
$
(10,421
)
 
$
110

Other comprehensive loss, net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(21,666
)
 
6,740

 
(8,545
)
 
14,599

Total comprehensive income (loss)
$
(24,708
)
 
$
6,755

 
$
(18,966
)
 
$
14,709

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


DRIL-QUIP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Six months ended June 30,
 
2018
 
2017
 
(In thousands)
Operating activities
 
 
 
Net income (loss)
$
(10,421
)
 
$
110

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
17,242

 
22,713

Stock-based compensation expense
7,585

 
6,783

Gain on sale of equipment
(5,099
)
 
(88
)
Deferred income taxes
578

 
(1,486
)
Changes in operating assets and liabilities:
 
 
 
Trade receivables, net
7,007

 
(4,823
)
Inventories
22,731

 
29,246

Prepaids and other assets
(3,117
)
 
4,471

Accounts payable and accrued expenses
(13,374
)
 
(18,226
)
Other, net
334

 

Net cash provided by operating activities
23,466

 
38,700

Investing activities
 
 
 
Purchase of property, plant and equipment
(19,605
)
 
(12,936
)
Proceeds from sale of equipment
10,517

 
610

Acquisition of business, net of cash acquired

 
(21,289
)
Net cash used in investing activities
(9,088
)
 
(33,615
)
Financing activities
 
 
 
Repurchase of common stock
(9,830
)
 

ABL Credit Facility issuance costs
(815
)
 

Proceeds from exercise of stock options
642

 
403

Net cash provided by (used in) financing activities
(10,003
)
 
403

Effect of exchange rate changes on cash activities
(4,133
)
 
8,002

Increase in cash and cash equivalents
242

 
13,490

Cash and cash equivalents at beginning of period
493,180

 
423,497

Cash and cash equivalents at end of period
$
493,422

 
$
436,987

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


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”), designs, manufactures, sells and services highly engineered drilling and production equipment that is well suited primarily 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, subsea control systems and manifolds, mudline hanger systems, specialty connectors and associated pipe, drilling and production riser systems, liner hangers, wellhead connectors, diverters and safety valves. Dril-Quip’s products are used by major integrated, large independent and foreign national oil and gas companies and drilling contractors throughout the world. Dril-Quip also provides technical advisory assistance on an as-requested basis during installation of its products, as well as rework and reconditioning services for customer-owned Dril-Quip products. In addition, Dril-Quip’s customers may rent or purchase running tools from the Company for use in the installation and retrieval of the Company’s 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 regional headquarter locations as well as in Macae, Brazil. The Company’s major subsidiaries are Dril-Quip (Europe) Limited, located in Aberdeen with branches in Denmark, Norway and Holland; Dril-Quip Asia-Pacific PTE Ltd., located in Singapore; and Dril-Quip do Brazil LTDA, located in Macae, Brazil. Other operating subsidiaries include TIW Corporation (TIW), located in Houston, Texas; DQ Holdings Pty. Ltd., located in Perth, Australia; Dril-Quip (Ghana) Ltd., located in Takoradi, Ghana; PT DQ Oilfield Services Indonesia, located in Jakarta, Indonesia; Dril-Quip (Nigeria) Ltd., located in Port Harcourt, Nigeria; Dril-Quip Egypt for Petroleum Services S.A.E., located in Alexandria, Egypt; Dril-Quip Oilfield Services (Tianjin) Co. Ltd., located in Tianjin, China, with branches in Shezhen and Beijing, China; and Dril-Quip Qatar LLC, located in Doha, Qatar; TIW de Mexico S.A. de C.V., located in Villahermosa, Mexico; TIW de Venezuela S.A., located in Anaco, Venezuela and with a registered branch located in Shushufindi, Ecuador; TIW (UK) Limited, located in Aberdeen, Scotland; TIW Hungary LLC, located in Szolnok, Hungary; and TIW International, LLC., with a registered branch located in Singapore.
On January 6, 2017, the Company acquired The Technologies Alliance Inc. d/b/a OilPatch Technologies (OPT) for approximately $20.0 million, which was integrated into the Company’s existing Western Hemisphere operations.
The condensed consolidated financial statements included herein are unaudited. The balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated interim financial statements include all normal recurring adjustments necessary for a fair statement of the financial position as of June 30, 2018 and the results of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 and cash flows for the six-month periods ended June 30, 2018 and 2017. Certain information and footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Management believes the unaudited interim related disclosures in these condensed consolidated financial statements are adequate. The results of operations, comprehensive income and cash flows for the six-month period ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year. The condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
2. Significant Accounting Policies
Principles of Consolidation
The condensed 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 of America 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

7


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.
Revenue Recognition
The Company generates revenues through the sale of products, the sale of services and the leasing of installation tools. The Company normally negotiates contracts for products, including those accounted for under the over time method, rental tools and services separately. Modifications to the scope and price of sales contracts may occur in the form of variations and change orders. For all product sales, it is the customer’s decision as to the timing of the product installation as well as whether Dril-Quip running tools will be purchased or rented. Furthermore, the customer is under no obligation to utilize the Company’s technical advisory assistance services. The customer may instead choose to use a third party or its own personnel.
Product and Service Revenues
Product and service revenues are recognized as the Company satisfies the performance obligation by transferring control of the promised good or service to the customer. Revenues are measured based on consideration specified in a contract with a customer and exclude sales incentives and amounts collected on behalf of third parties. In addition, some customers may impose contractually negotiated penalties for late delivery that are excluded from the transaction price.
Management has elected to utilize certain practical expedients allowed under Accounting Standards Codification 606, Revenue from Contracts with Customers (ASC 606). Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer are excluded from the measurement of the transaction price. Shipping and handling activities that are performed after a customer obtains control of the good are accounted for as activities to fulfill the promise to transfer the good and thus are excluded from the transaction price.
Product revenues
The Company recognizes product revenues from two methods:
product revenues are recognized over time as control is transferred to the customer; and
product revenues from the sale of products that do not qualify for the over time method are recognized as point in time.
Revenues recognized under the over time method
The Company uses the over time method on long-term project contracts that have the following characteristics:
the contracts call for products which are designed to customer specifications;
the structural designs are unique and require significant engineering and manufacturing efforts generally requiring more than one year in duration;
the contracts contain specific terms as to milestones, progress billings and delivery dates;
product requirements cannot be filled directly from the Company’s standard inventory; and
The Company has an enforceable right to payment for any work completed to date and the enforceable payment includes a reasonable profit margin.
For each project, the Company prepares a detailed analysis of estimated costs, profit margin, completion date and risk factors which include availability of material, production efficiencies and other factors that may impact the project. On a quarterly basis, management reviews the progress of each project, which may result in revisions of previous estimates, including revenue recognition. The Company calculates the percentage complete and applies the percentage to determine the revenues earned and the appropriate portion of total estimated costs to be recognized. Losses, if any, are recorded in full in the period they become known. Historically, the Company’s estimates of total costs and costs to complete have approximated actual costs incurred to complete the project.
Under the over time method, billings may not correlate directly to the revenue recognized. Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in customer prepayments as a liability on the Condensed Consolidated Balance Sheets. Likewise, revenue recognized may exceed customer billings in which case the amounts are reported in trade receivables. Unbilled revenues are expected to be billed and collected within one year. At June 30, 2018 and December 31, 2017, receivables included $44.7 million and $41.0 million of unbilled receivables, respectively. For the three months ended June 30, 2018, there were nine projects representing approximately 13% of the Company's total revenues and approximately 19% of its product revenues that were accounted for using the over time method, compared to six projects for the three months ended June 30, 2017, which represented approximately 16% of the Company's total revenues and approximately 20% of its product revenues. For the six months ended June 30, 2018, there were

8


ten projects representing approximately 13% of the Company’s total revenues and approximately18% of its product revenues that were accounted for using over time accounting, compared to seven projects for the six months ended June 30, 2017, which represented approximately 14% of the Company’s total revenues and approximately 18% of its product revenues.
Revenues recognized under the point in time method
Revenues from the sale of standard inventory products, not accounted for under the over time method, are recorded at the point in time that the customer obtains control of the promised asset and the Company satisfies its performance obligation. This point in time recognition aligns with the time of shipment, which is when the Company typically has a present right to payment, title transfers to the customer, the customer or its carrier has physical possession and the customer has significant risks and rewards of ownership. The Company may provide product storage to some customers. Revenues for these products are recognized at the point in time that control of the product transfers to the customer, the reason for storage is requested by the customer, the product is separately identified, the product is ready for physical transfer to the customer and the Company does not have the ability to use or direct the use of the product. This point in time typically occurs when the products are moved to storage. We receive payment after control of the products has transferred to the customer.
Service revenues
The Company recognizes service revenues from two sources:
technical advisory assistance; and
rework and reconditioning of customer-owned Dril-Quip products.
The Company does not install products for its customers, but it does provide technical advisory assistance.
The Company normally negotiates contracts for products, including those accounted for under the over time method, and services separately. For all product sales, it is the customer’s decision as to the timing of the product installation as well as whether Dril-Quip running tools will be purchased or rented. Furthermore, the customer is under no obligation to utilize the Company’s technical advisory assistance services. The customer may use a third party or their own personnel. The contracts for these services are typically considered day-to-day.
Rework and reconditioning service revenues are recorded using the over time method based on the remaining steps that need to be completed as the refurbishment process is performed. The measurement of progress considers, among other things, the time necessary for completion of each step in the reconditioning plan, the materials to be purchased, labor and ordering procedures. We receive payment after the services have been performed by billing customers periodically (typically monthly).
Lease revenues
The Company earns lease revenues from the rental of running tools. Rental revenues are recognized within service revenues on a dayrate basis over the lease term.
Practical Expedients
We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, receivables and payables. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature.
Earnings Per Share
Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed considering the dilutive effect of stock options and awards using the treasury stock method.
In each relevant period, the net income used in the basic and dilutive earnings per share calculations is the same. The following table reconciles the weighted average basic number of common shares outstanding and the weighted average diluted number of common shares outstanding for the purpose of calculating basic and diluted earnings per share:


9


 
Three months ended June 30,
 
Six months ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Weighted average common shares outstanding - basic
37,615

 
37,528

 
37,672

 
37,526

Dilutive effect of common stock options and awards

 
190

 

 
180

Weighted average common shares outstanding - diluted
37,615

 
37,718

 
37,672

 
37,706

For the three and six months ended June 30, 2018, the Company has excluded the following common stock options and awards because their impact on the loss per share is anti-dilutive (in thousands on a weighted average basis):
 
Three months ended June 30,
 
Six months ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Director stock awards
6

 

 
4

 

Stock options
10

 

 
11

 

Performance share units
97

 

 
87

 

Restricted stock awards
105

 
1

 
89

 

3. New Accounting Standards
In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, “Intangibles - Goodwill and Other (Topic 350).”  The standard simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test.  The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.  An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.  The amendment should be applied on a prospective basis.  The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The Company has adopted this standard as of October 1, 2017.
In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business (Topic 805).” This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has adopted this standard as of December 31, 2017.
In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The new standard requires lessees to recognize lease assets (right of use) and lease obligations (lease liability) for leases previously classified as operating leases under generally accepted accounting principles on the balance sheet for leases with terms in excess of 12 months. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company has engaged a third-party expert to assist in the analysis of its lease arrangements to ensure the appropriate steps are taken in its assessment of the standard. The Company has completed the selection of a lease monitoring and reporting system and has begun to perform testing of the contracts.
Adoption of ASC Topic 606, “Revenue from Contracts with Customers”
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606).” On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (the "new revenue standard”) for contracts that are not completed at the date of initial application using the modified retrospective method.
We recognized the cumulative effect of the initial application of the new revenue standard as an increase to the opening balance of retained earnings at January 1, 2018 for $1.8 million. Therefore, the comparative information for prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods.
A majority of the Company's revenues are not subject to the new revenue standard. The adoption of ASC 606 resulted in an increase of approximately $0.5 million and $2.3 million in our results from operations for the three and six months ended June 30, 2018, respectively, and did not have a material impact on the Company's consolidated financial position, results of

10


operations, equity or cash flows. A majority of our product revenues continues to be recognized when products are shipped from our facilities.
4. Revenue Recognition (Adoption of ASC 606)
Revenues from contracts with customers consisted of the following:
 
Three months ended
 
June 30, 2018
 
Western Hemisphere
 
Eastern Hemisphere
 
Asia-Pacific
 
Intercompany
 
Total
 
(In thousands)
Product Revenues
$
43,999

 
$
14,539

 
$
6,181

 
$

 
$
64,719

Service Revenues
9,917

 
5,148

 
2,931

 

 
17,996

Total
$
53,916

 
$
19,687

 
$
9,112

 
$

 
$
82,715

 
Six months ended
 
June 30, 2018
 
Western Hemisphere
 
Eastern Hemisphere
 
Asia-Pacific
 
Intercompany
 
Total
 
(In thousands)
Product Revenues
$
86,434

 
$
34,404

 
$
14,926

 
$

 
$
135,764

Service Revenues
19,000

 
11,122

 
5,336

 

 
35,458

Total
$
105,434

 
$
45,526

 
$
20,262

 
$

 
$
171,222


Contract Balances
Balances related to contracts with customers consisted of the following:
Contract Assets (amounts shown in thousands)
Contract Assets at December 31, 2017
$
41,825

Additions
94,912

Transfers to Accounts Receivable
65,713

Contract Assets at June 30, 2018
$
71,024

Contract Liabilities (amounts shown in thousands)
Contract Liabilities at December 31, 2017
$
4,767

Additions
20,457

Revenue Recognized
20,502

Contract Liabilities at June 30, 2018
$
4,722

Receivables, which are included in trade receivables, net, were $95.0 million and $136.5 million for the six months ended June 30, 2018 and December 31, 2017, respectively. The amount of revenues from performance obligations satisfied (or partially satisfied) in previous periods was $4.7 million and $11.8 million for the three and six months ended June 30, 2018, respectively . The contract liabilities primarily relate to advance payments from customers and are included within "Customer prepayments" in our accompanying consolidated balance sheets. The contract assets primarily relate to unbilled amounts typically resulting from sales under contracts when the over time method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer and is included in "Trade receivables, net" in our accompanying consolidated balance sheets. Contract assets are transferred to the receivables when the rights become unconditional.
Obligations for returns and refunds were considered immaterial as of June 30, 2018.


11


Remaining Performance Obligations
The aggregate amount of the transaction price allocated to remaining performance obligations from our reconditioning services and over time product lines was $25.4 million as of June 30, 2018. The Company expects to recognize revenue on approximately 87% and 13% of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.
The Company applies the practical expedient available under the new revenue standard and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
5. Stock-Based Compensation and Stock Awards
During the three and six months ended June 30, 2018, the Company recognized approximately $3.6 million and $7.6 million, respectively, of stock-based compensation expense, which is included in the "Selling, general and administrative expense" line on the Condensed Consolidated Statements of Income, compared to $3.6 million and $6.8 million recognized for the three and six months ended June 30, 2017, respectively. No stock-based compensation expense was capitalized during the three and six months ended June 30, 2018 or 2017.
6. Inventories, net
Inventories consist of the following:
 
June 30,
 
December 31,
 
2018
2017
 
(In thousands)
Raw materials and supplies
$
61,404

 
$
70,188

Work in progress
56,196

 
65,382

Finished goods
226,624

 
239,083

 
344,224

 
374,653

Less: allowance for obsolete and excess inventory
(80,128
)
 
(83,566
)
Total inventory
$
264,096

 
$
291,087

7. Goodwill
The changes in the carrying amount of goodwill by reporting unit during the six months ended June 30, 2018 were as follows:
 
Carrying Value
 
 
 
Carrying Value
 
December 31, 2017
 
Foreign Currency Translation
 
June 30, 2018
 
(In thousands)
Western Hemisphere
$
39,158

 
$
(278
)
 
$
38,880

Eastern Hemisphere
8,466

 
(304
)
 
8,162

Asia-Pacific

 

 

Total
$
47,624

 
$
(582
)
 
$
47,042

The Company performs its annual impairment tests of goodwill as of October 1 or when there is an indication an impairment may have occurred.


12


8. Intangible Assets
Intangible assets, substantially all of which were acquired in the acquisition of TIW and OPT, consist of the following:
 
Estimated Useful Lives
June 30, 2018
 
Gross Book Value
Accumulated Amortization
Foreign Currency Translation
Net Book Value
 
 
(In thousands)
Trademarks
indefinite
$
8,197

$

$
(64
)
$
8,133

Patents
15 - 30 years
5,950

(1,174
)
(22
)
4,754

Customer relationships
5 - 15 years
25,924

(2,720
)
(36
)
23,168

Non-compete agreements
3 years
171

(86
)

85

 
$
40,242

$
(3,980
)
$
(122
)
$
36,140

 
Estimated Useful Lives
December 31, 2017
 
Gross Book Value
Accumulated Amortization
Foreign Currency Translation
Net Book Value
 
 
(In thousands)
Trademarks
indefinite
$
8,416

$

$
56

$
8,472

Patents
15 - 30 years
5,946

(968
)
80

5,058

Customer relationships
5 - 15 years
26,503

(1,675
)
(64
)
24,764

Non-compete agreements
3 years
171

(57
)

114

 
$
41,036

$
(2,700
)
$
72

$
38,408

Amortization expense for each of the three and six months ended June 30, 2018 was $0.5 million and $1.2 million, respectively, compared to the three and six months ended June 30, 2017 of $0.5 million and $1.2 million, respectively.
9. Gain on Sale of Assets
During the three months ended June 30, 2018, we sold certain property, plant and equipment for a net gain of approximately $5.1 million as part of our reorganization and consolidation of operations at our headquarters location in Houston, Texas. A gain on property, plant and equipment or intangible assets is calculated as the difference between the cost of the asset disposed of, net of depreciation, and the sales proceeds received. The net gain is reflected in "Gain on sale of assets" line on the Condensed Consolidated Statements of Income.
10. Asset Backed Loan (ABL) Credit Facility
On February 23, 2018, the Company, as borrower, and the Company’s subsidiaries TIW and Honing, Inc., as guarantors, entered into a five-year senior secured revolving credit facility (the “ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions as lenders with total commitments of $100.0 million, including up to $10.0 million available for letters of credit. The maximum amount that the Company may borrow under the ABL Credit Facility is subject to the borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.
All obligations under the ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by the Company, TIW, Honing, Inc., and future significant domestic subsidiaries, subject to customary exceptions. Borrowings under the ABL Credit Facility are secured by liens on substantially all of the Company’s personal property, and bear interest at the Company’s option at either (i) the CB Floating Rate (as defined therein), calculated as the rate of interest publicly announced by JPMorgan Chase Bank, N.A., as its “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, with such CB Floating Rate not being less than Adjusted One Month LIBOR Rate (as defined therein) or (ii) the Adjusted LIBO Rate (as defined therein), plus, in each case, an applicable margin. The applicable margin ranges from 1.00% to 1.50% per annum for CBFR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based on

13


the Company’s leverage ratio. The unused portion of the ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average unused commitments under the ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on CB Floating Rate loans is payable monthly in arrears.
The ABL Credit Facility contains various covenants and restrictive provisions that limit the Company’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments or loans and create liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The ABL Credit Facility also requires the Company to maintain a fixed charge coverage ratio of 1.0 to 1.0, based on the ratio of EBITDA (as defined therein) to Fixed Charges (as defined therein) during certain periods, including when availability under the ABL Credit Facility is under certain levels. If the Company fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to the Company’s other indebtedness. The Company is in compliance with the related covenants as of June 30, 2018.
As of June 30, 2018, the availability under the ABL Credit Facility was $63.0 million, after taking into account the outstanding letters of credit of approximately $1.5 million issued under the facility.

14



11. Geographic Areas
 
Three months ended June 30,
 
Western Hemisphere
 
Eastern Hemisphere
 
Asia-Pacific
 
DQ Corporate
 
Total
 
2018
2017
 
2018
2017
 
2018
2017
 
2018
2017
 
2018
2017
 
(In thousands)
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Products
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Standard Products
$
40,022

$
54,299

 
$
7,571

$
13,633

 
$
4,938

$
13,412

 
$

$

 
$
52,531

$
81,344

Percentage of Completion
3,977


 
6,968

8,808

 
1,243

11,940

 


 
12,188

20,748

Total Products
43,999

54,299

 
14,539

22,441

 
6,181

25,352

 


 
64,719

102,092

Services
 

 
 

 
 

 
 
 
 
 

Technical Advisory
7,286

7,658

 
4,072

4,270

 
2,768

1,662

 


 
14,126

13,590

Reconditioning
2,631

2,058

 
1,076

207

 
163

140

 


 
3,870

2,405

Total Services (excluding rental tools)
9,917

9,716

 
5,148

4,477

 
2,931

1,802

 


 
17,996

15,995

Leasing
6,734

6,713

 
3,516

2,376

 
1,896

746

 


 
12,146

9,835

Total Services (including rental tools)
16,651

16,429

 
8,664

6,853

 
4,827

2,548

 


 
30,142

25,830

Intercompany
4,048

4,227

 
347

256

 
563

51

 


 
4,958

4,534

Eliminations


 


 


 
(4,958
)
(4,534
)
 
(4,958
)
(4,534
)
Total Revenues
$
64,698

$
74,955

 
$
23,550

$
29,550

 
$
11,571

$
27,951

 
$
(4,958
)
$
(4,534
)
 
$
94,861

$
127,922

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
$
5,993

$
10,190

 
$
1,134

$
1,075

 
$
1,155

$
1,014

 
$
719

$
602

 
$
9,001

$
12,881

Income (loss) before income taxes
$
6,362

$
4,442

 
$
8,133

$
2,792

 
$
(301
)
$
5,796

 
$
(15,818
)
$
(13,092
)
 
$
(1,624
)
$
(62
)

15


 
Six months ended June 30,
 
Western Hemisphere
 
Eastern Hemisphere
 
Asia-Pacific
 
DQ Corporate
 
Total
 
2018
2017
 
2018
2017
 
2018
2017
 
2018
2017
 
2018
2017
 
(In thousands)
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Products
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Standard Products
$
77,117

$
119,312

 
$
22,638

$
20,673

 
$
11,444

$
18,358

 
$

$

 
$
111,199

$
158,343

Percentage of Completion
9,317

275

 
11,766

15,694

 
3,482

19,372

 


 
24,565

35,341

Total Products
86,434

119,587

 
34,404

36,367

 
14,926

37,730

 


 
135,764

193,684

Services
 

 
 

 
 

 
 
 
 
 

Technical Advisory
13,527

14,978

 
9,174

7,203

 
4,132

3,639

 


 
26,833

25,820

Reconditioning
5,473

3,977

 
1,948

548

 
1,204

184

 


 
8,625

4,709

Total Services (excluding rental tools)
19,000

18,955

 
11,122

7,751

 
5,336

3,823

 


 
35,458

30,529

Leasing
12,267

15,936

 
7,722

5,377

 
2,823

1,624

 


 
22,812

22,937

Total Services (including rental tools)
31,267

34,891

 
18,844

13,128

 
8,159

5,447

 


 
58,270

53,466

Intercompany
7,121

10,130

 
532

287

 
728

117

 


 
8,381

10,534

Eliminations


 


 


 
(8,381
)
(10,534
)
 
(8,381
)
(10,534
)
Total
$
124,822

$
164,608

 
$
53,780

$
49,782

 
$
23,813

$
43,294

 
$
(8,381
)
$
(10,534
)
 
$
194,034

$
247,150

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
$
11,484

$
17,327

 
$
2,346

$
2,155

 
$
2,130

$
2,031

 
$
1,282

$
1,200

 
$
17,242

$
22,713

Income (loss) before income taxes
$
7,086

$
11,914

 
$
13,792

$
6,283

 
$
(45
)
$
7,640

 
$
(26,936
)
$
(25,847
)
 
$
(6,103
)
$
(10
)
 
Western Hemisphere
 
Eastern Hemisphere
 
Asia-Pacific
 
DQ Corporate
 
Total
 
June 30, 2018
December 31, 2017
 
June 30, 2018
December 31, 2017
 
June 30, 2018
December 31, 2017
 
June 30, 2018
December 31, 2017
 
June 30, 2018
December 31, 2017
 
(In thousands)
Long-Lived Assets
$
470,169

$
482,636

 
$
273,489

$
264,828

 
$
67,489

$
58,606

 
$
(425,878
)
$
(414,814
)
 
$
385,269

$
391,256

Total Assets
$
835,296

$
877,779

 
$
766,741

$
752,967

 
$
188,777

$
185,229

 
$
(429,123
)
$
(416,170
)
 
$
1,361,691

$
1,399,805

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 regional headquarter locations as well as in Macae, Brazil.
Eliminations of operating profits are related to intercompany inventory transfers that are deferred until shipment is made to third party customers.

16


12. Commitments and Contingencies
Brazilian Tax Issue
From 2002 to 2007, the Company’s Brazilian subsidiary imported goods through the State of Espirito Santo in Brazil and subsequently transferred them to its facility in the State of Rio de Janeiro. During that period, the Company’s Brazilian subsidiary paid taxes to the State of Espirito Santo on its imports. Upon the final sale of these goods, the Company’s Brazilian subsidiary collected taxes from customers and remitted them to the State of Rio de Janeiro net of the taxes paid on importation of those goods to the State of Espirito Santo in accordance with the Company’s understanding of Brazilian tax laws.
In December 2010 and January 2011, the Company’s Brazilian subsidiary was served with two assessments totaling approximately $13.0 million from the State of Rio de Janeiro to cancel the credits associated with the tax payments to the State of Espirito Santo (Santo Credits) on the importation of goods from July 2005 to October 2007. The Company has objected to these assessments on the grounds that they would represent double taxation on the importation of the same goods and that the Company is entitled to the credits under applicable Brazilian law. The Company’s Brazilian subsidiary filed appeals with a State of Rio de Janeiro judicial court to annul both of these tax assessments following rulings against the Company by the tax administration’s highest council. In connection with those appeals, the Company deposited with the court a total amount of approximately $8.8 million in December 2014 and December 2016 as the full amount of the assessments with penalties and interest. The Company believes that these credits are valid and that success in the judicial court process is probable. Based upon this analysis, the Company has not accrued any liability in conjunction with this matter.
Since 2007, the Company’s Brazilian subsidiary has paid taxes on the importation of goods directly to the State of Rio de Janeiro and the Company does not expect any similar issues to exist for periods subsequent to 2007.
General
The Company operates its business and markets its products and services in most of the significant oil and gas producing areas in the world and is, therefore, subject to the risks customarily attendant to international operations and dependency on the condition of the oil and gas industry. Additionally, products of the Company are used in potentially hazardous drilling, completion, and production applications that can cause personal injury, property damage and environmental claims. Although exposure to such risk has not resulted in any significant problems in the past, there can be no assurance that ongoing and future developments will not adversely impact the Company.
The Company is also involved in a number of legal actions arising in the ordinary course of business. Although no assurance can be given with respect to the ultimate outcome of such legal action, in the opinion of management, the ultimate liability with respect thereto will not have a material adverse effect on the Company’s results of operations, financial position or cash flows.

17


13. Subsequent Events
On July 13, 2018, we announced that Dril-Quip (Europe) Limited, our wholly owned subsidiary, has entered into a letter of intent with Premier Oil Exploration and Production Limited (Premier) to provide subsea production systems for the Sea Lion Phase 1 Development located offshore the Falkland Islands.
The scope of work includes plans for 23 subsea production systems, including wellheads, trees, control systems, associated production and injection manifolds, subsea umbilicals and related services. It is intended that Dril-Quip will commence pre-sanction engineering work in August 2018. Formal contract award will be subject to agreement of a definitive contract and Premier taking a final investment decision. Dril-Quip would also provide vendor financing for a portion of the contract.

18


Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is management’s discussion and analysis of certain significant factors that have affected aspects of the Company’s financial position, results of operations, comprehensive income and cash flows during the periods included in the accompanying unaudited condensed consolidated financial statements. This discussion should be read in conjunction with the Company's unaudited condensed consolidated financial statements and notes thereto presented elsewhere herein as well as the discussion under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Overview
Dril-Quip, Inc., a Delaware corporation (the “Company” or “Dril-Quip”), designs, manufactures, sells and services highly engineered drilling and production equipment that is well suited primarily 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, subsea control systems and manifolds, mudline hanger systems, specialty connectors and associated pipe, drilling and production riser systems, liner hangers, wellhead connectors, diverters and safety valves. Dril-Quip’s products are used by major integrated, large independent and foreign national oil and gas companies and drilling contractors throughout the world. Dril-Quip also provides technical advisory assistance on an as-requested basis during installation of its products, as well as rework and reconditioning services for customer-owned Dril-Quip products. In addition, Dril-Quip’s customers may rent or purchase running tools from the Company for use in the installation and retrieval of the Company’s products.
Oil and Gas Prices
The market for drilling and production equipment and services and the Company’s business are substantially dependent on the condition of the oil and gas industry and, in particular, the willingness of oil and gas companies to make capital expenditures on exploration, drilling and production operations. Oil and gas prices and the level of drilling and production activity have historically been characterized by significant volatility.
According to the Energy Information Administration (EIA) of the U.S. Department of Energy, Brent Crude oil prices per barrel are listed below for the periods covered by this report:
 
Three months ended
June 30,
 
Six months ended
June 30,
Brent Crude Oil Price per Barrel
2018

2017

 
2018

2017

Low
$
66.04

$
43.98

 
$
61.94

$
43.98

High
80.42

55.05

 
80.42
56.34
Average
74.53

49.55

 
70.67
51.57
Closing
$
77.44

$
47.08

 
$
77.44

$
47.08

According to the July 2018 release of the Short-Term Energy Outlook published by the EIA, Brent Crude oil prices are projected to average approximately $73 per barrel in 2018 and $69 per barrel in 2019. In its July 2018 Oil Market Report, the International Energy Agency projected the 2018 global oil demand will grow to 99.2 million barrels per day, a 1.4 million barrels per day increase over 2017.
Offshore Rig Count
Detailed below is the average contracted offshore rig count (rigs currently drilling as well as rigs committed, but not yet drilling) for the Company’s geographic regions for the six months ended June 30, 2018 and 2017. The rig count data includes floating rigs (semi-submersibles and drillships) and jack-up rigs. The Company has included only these types of rigs as they are the primary assets used to deploy the Company’s products.

Six months ended June 30,

2018

2017

Floating Rigs

Jack-up Rigs

Floating Rigs

Jack-up Rigs
Western Hemisphere
59


42


62


42

Eastern Hemisphere
57


62


59


59

Asia-Pacific
34


225


34


219

Total
150


329


155


320


19


Source: IHS—Petrodata RigBase – June 30, 2018 and 2017
According to IHS-Petrodata RigBase, as of June 30, 2018, there were 482 contracted rigs for the Company’s geographic regions (152 floating rigs and 330 jack-up rigs), which represents a 4.3% increase from the rig count of 462 rigs (148 floating rigs and 314 jack-up rigs) as of June 30, 2017.
The Company believes that the number of rigs (semi-submersibles, drillships and jack-up rigs) under construction impacts its backlog and resulting revenues because in certain cases, its customers order some of the Company’s products during the construction of such rigs. As a result, an increase in rig construction activity tends to favorably impact the Company’s backlog while a decrease in rig construction activity tends to negatively impact the Company’s backlog. According to IHS-Petrodata RigBase, as of June 30, 2018 and 2017, there were 133 and 147 rigs, respectively, under construction, which represents an approximate 9.5% decrease in rigs under construction. The expected delivery dates for the rigs under construction at June 30, 2018 are as follows:

Floating

Jack-Up



Rigs

Rigs

Total
2018
9


49


58

2019
15


28


43

2020
12


12


24

2021
6


2


8

After 2021 or unspecified delivery date





Total
42


91


133

However, given the sustained low level of oil and gas prices and oversupply of offshore drilling rigs, the Company believes it is possible that delivery of some rigs under construction could be postponed or cancelled, limiting the opportunity for supply of the Company’s products.
Regulation
The demand for the Company’s products and services is also affected by laws and regulations relating to the oil and gas industry in general, including those specifically directed to offshore operations. The adoption of new laws and regulations, or changes to existing laws or regulations that curtail exploration and development drilling for oil and gas for economic or other policy reasons, could adversely affect the Company’s operations by limiting demand for its products.
In March 2018, the President of the United States issued a proclamation imposing a 25 percent global tariff on imports of certain steel products, effective March 23, 2018. The President subsequently proposed an additional 25 percent tariff on approximately $50 billion worth of imports from China, and the government of China responded with a proposal of an additional 25 percent tariff on U.S. goods with a value of $50 billion.  These tariffs, or any additional tariffs or trade restrictions initiated by or against the United States, could cause our cost of raw materials to increase or affect the markets for our products.  However, given the  uncertainty regarding the scope and duration of these trade actions by the United States and other countries, their ultimate impact on our business and operations remains uncertain.
Business Environment
Oil and gas prices and the level of drilling and production activity have been characterized by significant volatility in recent years. Worldwide military, political, economic and other events have contributed to oil and natural gas price volatility and are likely to continue to do so in the future. Sustained low crude oil and natural gas prices have resulted in a trend of customers seeking to renegotiate contract terms with the Company, including reductions in the prices of its products and services, extensions of delivery terms and, in some instances, contract cancellations or revisions. In some cases, a customer may already hold an inventory of the Company's equipment, which may delay the placement of new orders. In addition, some of the Company’s customers could experience liquidity or solvency issues or could otherwise be unable or unwilling to perform under a contract, which could ultimately lead a customer to enter bankruptcy or otherwise encourage a customer to seek to repudiate, cancel or renegotiate a contract. An extended period of reduced crude oil and natural gas prices may accelerate these trends. If the Company experiences significant contract terminations, suspensions or scope adjustments to its contracts, then its financial condition, results of operations and cash flows may be adversely impacted.
The Company expects continued pressure in both crude oil and natural gas prices, as well as in the level of drilling and production related activities. Even during periods of increasing prices for oil and natural gas, companies exploring for oil and gas may cancel or curtail programs, seek to renegotiate contract terms, including the price of products and services, or reduce

20


their levels of capital expenditures for exploration and production for a variety of reasons. Continued low hydrocarbon prices have had and are expected to continue to have a material adverse effect on the Company’s results of operations.
The Company believes that its backlog should help mitigate the impact of negative market conditions; however, continued low commodity prices or an extended downturn in the global economy or future restrictions on, or declines in, oil and gas exploration and production could have a negative impact on the Company and its backlog. The Company’s product backlog at June 30, 2018 was approximately $260.9 million, compared to approximately $234.9 million at June 30, 2017 and $207.3 million at December 31, 2017.
The following table represents the change in backlog for the three months ended June 30, 2018, June 30, 2017 and December 31, 2017:
 
Three months ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
(In thousands)
Beginning Backlog
$
266,675

 
$
207,305

 
$
216,495

Bookings:
 
 
 
 
 
Product (1)
64,818

 
130,283

 
74,513

Service
30,142

 
28,128

 
26,409

Cancellation/Revision adjustments
(3,920
)
 
(253
)
 
(1,260
)
Translation adjustments
(1,960
)
 
385

 
(879
)
Total Bookings
89,080

 
158,543

 
98,783

Revenues:
 
 
 
 
 
Product
64,719

 
71,045

 
81,564

Service
30,142

 
28,128

 
26,409

Total Revenue
94,861

 
99,173

 
107,973

Ending Backlog (1)
$
260,894

 
$
266,675

 
$
207,305

(1) The backlog data shown above includes all bookings as of June 30, 2018, including contract awards and signed purchase orders for which the contracts would not be considered enforceable or qualify for the practical expedient under ASC 606. As of June 30, 2018, approximately $84 million related to contract awards is included in our backlog. As a result, this table above will not agree to the disclosed performance obligations of $25.4 million within Note 4, Revenue Recognition. 
During the first quarter of 2018, Dril-Quip Asia-Pacific Pte Ltd. was awarded a contract to supply top-tensioned riser (TTR) systems and related services for the development of the Ca Rong Do Project (CRD Project) located offshore Vietnam operated by Repsol with the participation of Mubadala, PVEP and PetroVietnam.  The CRD Project is included within the backlog balance presented in the table above; however, due to ongoing territorial discussions between China and Vietnam, the CRD Project may experience continued delays or cancellation. 
In August 2012, the Company’s Brazilian subsidiary, Dril-Quip do Brasil LTDA, was awarded a four-year contract by Petroleo Brasileiro S.A. (Petrobras), Brazil’s national oil company, which was amended in 2016 to extend the term of the contract through July 2020.  As of June 30, 2018, the Company’s backlog included $12.1 million of purchase orders under this Petrobras contract. The Company has not yet recognized revenue of approximately $1.5 million as of June 30, 2018 for certain items of equipment that were completed but not yet accepted for delivery by Petrobras. If Petrobras does not ultimately accept these items for delivery or if they refuse to accept these or similar items completed in the future, the Company’s results of operations may be adversely affected. As part of the amendment to extend the term of the contract, Petrobras agreed to issue purchase orders totaling a minimum of approximately $25 million (based on current exchange rates) before 2019. As of June 30, 2018, approximately $18 million of the purchase orders have been issued (based on current exchange rates). The Company cannot provide assurance that Petrobras will order all of the equipment under the contract.
As of June 30, 2017, the total number of the Company's employees was 2,082, of which 1,127 were located in the United States. The total number of the Company’s employees as of December 31, 2017 was 2,019, of which 1,095 were located in the United States. As a result of natural attrition, the total number of employees as of June 30, 2018 was 1,598, of which 1,048 were located in the United States.
The Company operates its business and markets its products and services in most of the significant oil and gas producing areas in the world and is, therefore, subject to the risks customarily attendant to international operations and investments in foreign countries. These risks include nationalization, expropriation, war, acts of terrorism and civil disturbance, restrictive action by local governments, limitation on repatriation of earnings, change in foreign tax laws and change in currency exchange

21


rates, any of which could have an adverse effect on either the Company’s ability to manufacture its products in its facilities abroad or the demand in certain regions for the Company’s products or both. To date, the Company has not experienced any significant problems in foreign countries arising from local government actions or political instability, but there is no assurance that such problems will not arise in the future. Interruption of the Company’s international operations could have a material adverse effect on its overall operations.
The June 23, 2016 referendum by British voters to exit the European Union (Brexit) adversely impacted global markets, including currencies, and resulted in a decline in the value of the British pound sterling, as compared to the U.S. dollar and other currencies. Volatility in exchange rates could be expected to continue in the short term as the United Kingdom (U.K.) negotiates its exit from the European Union. A weaker British pound sterling compared to the U.S. dollar during a reporting period would cause local currency results of the Company's U.K. operations to be translated into fewer U.S. dollars. Continued adverse consequences such as deterioration in economic conditions and volatility in currency exchange rates could have a negative impact on the Company's financial position and results of operations. See “Our international operations expose us to instability and changes in economic and political conditions and other risks inherent to international business, which could have a material adverse effect on our results of operations, financial position or cash flows" under "Item 1A. Risk Factors" in Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
Revenues. Dril-Quip’s revenues are generated from two sources: products and services. Product revenues are derived from the sale of drilling and production equipment. Service revenues are earned when the Company provides technical advisory assistance and rental tools during installation and retrieval of the Company’s products. Additionally, the Company earns service revenues when rework and reconditioning services are provided. For the three months ended June 30, 2018 and 2017, the Company derived 68.2% and 79.8%, respectively, of its revenues from the sale of its products and 31.8% and 20.2%, respectively, of its revenues from services. For the six months ended June 30, 2018 and 2017, the Company derived 70.0% and 78.4%, respectively, of its revenues from the sales of its products and 30.0% and 21.6%, respectively, of its revenues from services. Service revenues generally correlate to revenues from product sales because increased product sales typically generate increased demand for technical advisory assistance services and rental of running tools during installation. The Company has substantial international operations, with approximately 55.5% and 56.0% of its revenues derived from foreign sales for the six months ended June 30, 2018 and 2017, respectively. The majority of the Company’s domestic revenue relates to operations in the U.S. Gulf of Mexico. Domestic revenue approximated 44.5% and 44.0% of the Company’s total revenues for the six months ended June 30, 2018 and 2017, respectively.
Product contracts are negotiated and sold separately from service contracts. In addition, service contracts are not typically included in the product contracts or related sales orders and are not offered to the customer as a condition of the sale of the Company’s products. The demand for products and services is generally based on worldwide economic conditions in the oil and gas industry and is not based on a specific relationship between the two types of contracts. Substantially all of the Company’s sales are made on a purchase order basis. Purchase orders are subject to change and/or termination at the option of the customer. In case of a change or termination, the customer is required to pay the Company for work performed and other costs necessarily incurred as a result of the change or termination.
Generally, the Company attempts to raise its prices as its costs increase. However, the actual pricing of the Company’s products and services is impacted by a number of factors, including global oil prices, competitive pricing pressure, the level of utilized capacity in the oil service sector, maintenance of market share, the introduction of new products and general market conditions.
The Company accounts for larger and more complex projects that have relatively longer manufacturing time frames on an over time basis. For the three months ended June 30, 2018, there were nine projects representing approximately 13% of the Company’s total revenues and approximately 19% of its product revenues that were accounted for using over time accounting, compared to six projects for the three months ended June 30, 2017, which represented approximately 16% of the Company’s total revenues and approximately 20% of its product revenues. For the six months ended June 30, 2018, there were ten projects representing approximately 13% of the Company’s total revenues and approximately 18% of its product revenues that were accounted for using over time accounting, compared to seven projects for the six months ended June 30, 2017, which represented approximately 14% of the Company’s total revenues and approximately 18% of its product revenues. These percentages may fluctuate in the future. Revenues accounted for in this manner are generally recognized based upon a calculation of the percentage complete, which is used to determine the revenue earned and the appropriate portion of total estimated cost of sales to be recognized. Accordingly, price and cost estimates are reviewed periodically as the work progresses, and adjustments proportionate to the percentage complete are reflected in the period when such estimates are revised. Losses, if any, are recorded in full in the period they become known. Amounts received from customers in excess of revenues recognized are classified as a current liability.
Cost of Sales. The principal elements of cost of sales are labor, raw materials and manufacturing overhead. Cost of sales as a percentage of revenues is influenced by the product mix sold in any particular period, costs from projects accounted for

22


under the over time method, over/under manufacturing overhead absorption, pricing and market conditions. The Company’s costs related to its foreign operations do not significantly differ from its domestic costs.
Selling, General and Administrative Expenses. Selling, general and administrative expenses include the costs associated with sales and marketing, general corporate overhead, business development expenses, compensation expense, stock-based compensation expense, legal expenses, foreign currency transaction gains and losses and other related administrative functions.
Engineering and Product Development Expenses. Engineering and product development expenses consist of new product development and testing, as well as application engineering related to customized products.
Income Tax Provision. The Company’s effective income tax rate has historically been lower than the statutory rate primarily due to foreign income tax rate differentials and research and development credits; however, the 2018 income tax expense has been negatively impacted by the valuation allowances in the U.S. and Asia-Pacific regions.
Results of Operations
The following table sets forth, for the periods indicated, certain consolidated statement of income data expressed as a percentage of revenues:
 
Three months ended June 30,

Six months ended June 30,
 
2018

2017

2018

2017
Revenues:







Products
68.2
 %
 
79.8
 %
 
70.0
 %
 
78.4
 %
Services
31.8

 
20.2

 
30.0

 
21.6

Total revenues
100.0

 
100.0

 
100.0

 
100.0

Cost of sales:
 
 
 
 
 
 
 
Products
54.6

 
58.6

 
53.3

 
57.2

Services
18.6

 
9.8

 
17.4

 
11.6

Total cost of sales
73.2

 
68.4

 
70.7

 
68.8

Selling, general and administrative
25.0

 
24.5

 
26.7

 
23.1

Engineering and product development
11.1

 
8.1

 
10.3

 
9.0

Gain on sale of assets
(5.4
)
 
(0.1
)
 
(2.6
)
 

Operating loss
(3.9
)
 
(0.9
)
 
(5.1
)
 
(0.8
)
Interest income
2.4

 
0.8

 
2.1

 
0.8

Interest expense
(0.2
)
 

 
(0.2
)
 

Income (loss) before income taxes
(1.7
)
 
(0.1
)
 
(3.2
)
 

Income tax provision (benefit)
1.5

 
(0.1
)
 
2.2

 

Net income (loss)
(3.2
)%
 
 %
 
(5.4
)%
 
 %

23


The following table sets forth, for the periods indicated, a breakdown of our products and service revenues:
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2018
 
2017
 
2017
 
2016
 
(In millions)
Revenues:
 
 
 
 
 
 
 
Products:
 
 
 
 
 
 
 
         Subsea
$
51.2

 
$
85.7

 
$
106.0

 
$
160.0

         Surface
4.9

 
7.6

 
10.1

 
8.4

         Downhole
7.5

 
6.1

 
17.4

 
17.5

         Offshore Rig
1.1

 
2.7

 
2.3

 
7.8

              Total products
64.7

 
102.1

 
135.8

 
193.7

   Services
30.2

 
25.8

 
58.3

 
53.5

              Total revenues
$
94.9

 
$
127.9

 
$
194.1

 
$
247.2


Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Revenues. Revenues decreased by $33.0 million, or approximately 26%, to $94.9 million in the three months ended June 30, 2018 from $127.9 million in the three months ended June 30, 2017, primarily due to a decrease in demand for exploration and production equipment. Product revenues decreased by approximately $37.4 million for the three months ended June 30, 2018 compared to the same period in 2017 as a result of decreased revenues of $34.5 million in subsea equipment, $2.7 million in surface equipment and $1.6 million in offshore rig equipment, partially offset by increased revenues from downhole tools of $1.4 million. Product revenues decreased in the Asia-Pacific, Western and Eastern Hemispheres by $19.2 million, $10.3 million and $7.9 million, respectively, largely due to low oil and gas prices resulting in decreases in the demand for exploration and production equipment, especially subsea equipment. In any given time period, the revenues recognized between the various product lines and geographic areas will vary depending upon the timing of shipments to customers, completion status of the projects accounted for under the over time accounting method, market conditions and customer demand. Service revenues increased by approximately $4.3 million resulting from increased service revenues in the Asia-Pacific, Eastern and Western Hemispheres of $2.3 million, $1.8 million and $0.2 million, respectively. The majority of the increases in service revenues related to increased technical advisory assistance.
Cost of Sales. Cost of sales decreased by $18.1 million, or approximately 21%, to $69.4 million for the three months ended June 30, 2018 from $87.5 million for the same period in 2017 as a result of lower product revenues. As a percentage of revenues, cost of sales increased to 73.1% from 68.4% in the three months ended June 30, 2018, as compared to the same period in 2017, primarily as a result of product mix, pricing concessions and unabsorbed manufacturing costs.
Selling, General and Administrative Expenses. For the three months ended June 30, 2018, selling, general and administrative expenses decreased by approximately $7.6 million, or 24.3%, to $23.7 million from $31.3 million for the same period in 2017, primarily due to the Company experiencing a pre-tax foreign currency transaction gain of $2.2 million for the three months ended June 30, 2018 compared to a loss of $3.7 million in the same period of 2017, decreased employee costs of $2.2 million and other administrative and selling cost efficiencies of $0.7 million, partially offset by increased professional fees of $1.2 million. Selling, general and administrative expenses as a percentage of revenues increased to 25.0% for the three months ended June 30, 2018 from 24.5% for the same period in 2017 primarily as a result of fixed costs associated with reduced revenues for the period.
Engineering and Product Development Expenses. For the three months ended June 30, 2018, engineering and product development expenses totaled $10.5 million compared to $10.3 million for the same period in 2017, an increase of $0.2 million, or 1.9%. Engineering and product development expenses as a percentage of revenues increased to 11.1% in the second quarter of 2018 from 8.1% in the second quarter of 2017 as a direct correlation to the decrease in revenues.
Gain on Sale of Assets. During the three months ended June 30, 2018, we sold certain property, plant and equipment for a net gain of approximately $5.1 million as part of our reorganization and consolidation of operations at our headquarters location in Houston, Texas. See "Gain on Sale of Assets," Note 9 to the Notes to Condensed Consolidated Financial Statements for further discussion.
Income Tax Provision. Income tax expense for the three months ended June 30, 2018 was $1.4 million on a loss before taxes of $1.6 million, resulting in an effective tax rate of -87.4%. Income tax benefit for the three months ended June 30, 2017

24


was $77,000 on a loss before taxes of $62,000, resulting in an effective income tax rate of approximately 21.0%. Historically, the change in the effective income tax rate percentage primarily reflects the changes in taxable income among the Company’s three geographic areas, which have different income tax rates. The 2018 income tax expense has also been negatively impacted by the valuation allowances in the U.S. and Asia-Pacific regions.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act ("Tax Reform"). Tax Reform amends the Internal Revenue Code to reduce tax rates and modify policies, credits and deductions for individuals and businesses. For businesses, Tax Reform reduced the corporate federal tax rate from a maximum of 35% to 21% and transitions from a worldwide tax system to a modified territorial tax system. Tax Reform also adds many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, a tax on global intangible low-taxed income (GILTI), the base erosion anti-abuse tax (BEAT) and a deduction for foreign-derived intangible income (FDII).  Given the amount and complexity of the changes in tax law, we are in the process of finalizing our accounting for the income tax effects stemming from Tax Reform. As such, certain provisional amounts were taken as estimates to account for the impact of Tax Reform. The actual impact of Tax Reform may differ from this estimate during the one-year measurement period due to, among other things, further refinement of our calculations, changes in interpretations and assumptions we have made, guidance that may be issued and actions we may take as a result of the tax legislation.
Net Income (Loss). Net loss was approximately $3.0 million for the three months ended June 30, 2018 and net income was $15,000 for the same period in 2017 for the reasons set forth above.
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Revenues. Revenues decreased by $53.2 million, or approximately 21.5%, to $194.0 million in the six months ended June 30, 2018 from $247.2 million in the six months ended June 30, 2017, primarily due to a decrease in demand for exploration and production equipment. Product revenues decreased by approximately $57.9 million for the six months ended June 30, 2018 compared to the same period in 2017 as a result of decreased revenues of $54.0 million in subsea equipment, $5.5 million in offshore rig equipment and $0.1 million in downhole tools, offset by an increase of $1.7 million in surface equipment. Product revenues decreased in the Western, Eastern and Asia-Pacific Hemispheres by $33.1 million, $2.0 million and $22.8 million, respectively, largely due to low oil and gas prices resulting in decreases in the demand for exploration and production equipment, especially subsea equipment, and projects nearing completion with no new projects to maintain revenues. In any given time period, the revenues recognized between the various product lines and geographic areas will vary depending upon the timing of shipments to customers, completion status of the projects accounted for under the over time accounting method, market conditions and customer demand. Service revenues increased by approximately $4.8 million resulting from decreased service revenues in the Western Hemisphere of $3.6 million, offset by increased service revenues in the Eastern and Asia-Pacific Hemispheres of $5.7 million and $2.7 million, respectively. The majority of the decreases in service revenues related to decreased demand for reconditioning of customer-owned property and technical advisory assistance, largely due to low oil and gas prices leading to decreased exploration and production activities.
Cost of Sales. Cost of sales decreased by $32.8 million, or approximately 19%, to $137.2 million for the six months ended June 30, 2018 from $170.0 million for the same period in 2017 partially due to lower revenues. The cost of sales as a percentage of revenues increased to 70.7% from 68.8% in the six months ended June 30, 2018 as compared to the same period in 2017, primarily as a result of unabsorbed manufacturing costs, product mix and pricing concessions.
Selling, General and Administrative Expenses. For the six months ended June 30, 2018, selling, general and administrative expenses decreased by approximately $5.3 million, or 9%, to $51.8 million from $57.1 million for the same period in 2017. The Company experienced a non-cash pre-tax foreign currency transaction gain of $0.9 million for the six months ended June 30, 2018, compared to a loss of $3.6 million for the same period in 2017, decreased employee costs of $2.9 million and decreased other selling costs of approximately $0.5 million, partially offset by increased professional service expenses related to certain entity restructuring costs and the implementation of ASC 606 of approximately $2.6 million. Selling, general and administrative expenses as a percentage of revenues increased to 26.7% in the second quarter of 2018 from 23.1% in the second quarter of 2017.
Engineering and Product Development Expenses. For the six months ended June 30, 2018, engineering and product development expenses totaled $20.0 million compared to $22.2 million for the same period in 2017, a decrease of $2.2 million, or 10%. The majority of the decrease was due to lower revenues related to projects during 2018. Engineering and product development expenses as a percentage of revenues increased to 10.3% in the first six months of 2018 from 9.0% in the first six months of 2017.
Gain on Sale of Assets. During the three months ended June 30, 2018, we sold certain property, plant and equipment for a net gain of approximately $5.1 million as part of our reorganization and consolidation of operations at our headquarters location in Houston, Texas. See "Gain on Sale of Assets," Note 9 to the Notes to Condensed Consolidated Financial Statements for further discussion.

25


Income Tax Provision. Income tax expense for the six months ended June 30, 2018 was $4.3 million on a loss before taxes of $6.1 million, resulting in an effective tax rate of -70.8%. Income tax benefit for the six months ended June 30, 2017 was $0.1 million on income before taxes of $10,000, resulting in an effective income tax rate of approximately -80.8%. Historically, the change in the effective income tax rate percentage primarily reflects the changes in taxable income among the Company’s three geographic areas, which have different income tax rates. The 2018 income tax expense has also been negatively impacted by the valuation allowances in the U.S. and Asia-Pacific regions.
On December 22, 2017, the President of the United States signed into law the Tax Reform. Tax Reform amends the Internal Revenue Code to reduce tax rates and modify policies, credits and deductions for individuals and businesses. For businesses, Tax Reform reduced the corporate federal tax rate from a maximum of 35% to 21% and transitions from a worldwide tax system to a modified territorial tax system. Tax Reform also adds many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, a tax on GILTI, BEAT and a deduction for FDII.  Given the amount and complexity of the changes in tax law, we are in the process of finalizing our accounting for the income tax effects stemming from Tax Reform. As such, certain provisional amounts were taken as estimates to account for the impact of Tax Reform. The actual impact of Tax Reform may differ from this estimate during the one-year measurement period due to, among other things, further refinement of our calculations, changes in interpretations and assumptions we have made, guidance that may be issued and actions we may take as a result of the tax legislation.
Net Income (Loss). Net loss was approximately $10.4 million for the six months ended June 30, 2018, compared to net income of $0.1 million for the same period in 2017 for the reasons set forth above.
Non-GAAP Financial Measures
We have performed a detailed analysis of the non-GAAP measures that are relevant to our business and its operations and determined that the appropriate unit of measure to analyze our performance is Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, as well as other significant non-cash items and other adjustments for certain charges and credits). The Company believes that the exclusion of these charges and credits from these financial measures enables it to evaluate more effectively the Company's operations period over period and to identify operating trends that could otherwise be masked by excluded items. It is our determination that Adjusted EBITDA is a more relevant measure of how the Company reviews its ability to meet commitments and pursue capital projects.
Adjusted EBITDA
We calculate Adjusted EBITDA as one of the indicators to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure. This measurement is used in concert with net income and cash flows from operations, which measures actual cash generated in the period.  In addition, we believe that Adjusted  EBITDA is a supplemental measurement tool used by analysts and investors to help evaluate overall operating performance, ability to pursue and service possible debt opportunities and analyze possible future capital expenditures.  Adjusted EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for net income, as measured under U.S. generally accepted accounting principles.  The items excluded from Adjusted EBITDA, but included in the calculation of reported net income, are significant components of the consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance.  Our calculation of Adjusted EBITDA may not be consistent with calculations of Adjusted EBITDA used by other companies. 
The following table reconciles our reported net income to Adjusted EBITDA for each of the respective periods:

26




Three months ended June 30,

Six months ended June 30,


2018
2017

2018
2017


(In thousands)
Net Income (Loss)
$
(3,042
)
$
15

 
$
(10,421
)
$
110

Add:
 
 
 
 
 
 
 
Interest (income) expense
(2,124
)
(1,052
)
 
(3,725
)
(1,974
)
 
Income tax expense (benefit)
1,418

(77
)
 
4,318

(120
)
 
Depreciation and amortization expense
9,001

12,881

 
17,242

22,713

 
Restructuring costs


 
600


 
Gain on sale of assets
(5,099
)

 
(5,099
)

 
Foreign currency loss (gain)
(2,155
)
3,689

 
(851
)
3,585

 
Severance costs

305

 

1,877

 
Stock compensation expense
3,611

3,567

 
7,585

6,783

Adjusted EBITDA
$
1,610

$
19,328

 
$
9,649

$
32,974

Adjusted EBITDA does not measure financial performance under GAAP and, accordingly, should not be considered as an alternative to net income as an indicator of operating performance.

27


Liquidity and Capital Resources
Cash Flows
Cash flows provided by (used in) type of activity were as follows:

Six months ended June 30, 2018

2018
 
2017

(In thousands)
Operating activities
$
23,466

 
$
38,700

Investing activities
(9,088
)
 
(33,615
)
Financing activities
(10,003
)
 
403


4,375

 
5,488

Effect of exchange rate changes on cash activities
(4,133
)
 
8,002

Increase (decrease) in cash and cash equivalents
$
242

 
$
13,490

Statements of cash flows for entities with international operations that are local currency functional exclude the effects of the changes in foreign currency exchange rates that occur during any given period, as these are non-cash changes. As a result, changes reflected in certain accounts on the Condensed Consolidated Statements of Cash Flows may not reflect the changes in corresponding accounts on the Condensed Consolidated Balance Sheets.
The primary liquidity needs of the Company are (i) to fund capital expenditures to improve and expand facilities and manufacture additional running tools and (ii) to fund working capital. The Company’s principal source of funds is cash flows from operations. As of June 30, 2018, the Company had availability of $63.0 million under the ABL Credit Facility.
Net cash provided by operating activities for the six months ended June 30, 2018 was $23.5 million as compared to $38.7 million for the six months ended June 30, 2017. The net change is primarily due to the change to a net loss for the second quarter of 2018 totaling $10.5 million, a gain on sale of fixed assets of $5.0 million, decreased depreciation and amortization of $5.5 million, partially offset by increased changes in operating activities of $2.6 million, increases in deferred income taxes of $2.1 million, increases in stock-based compensation of $0.8 million and other decreases in cash flow of $0.3 million.
The change in operating assets and liabilities for the six months ended June 30, 2018 resulted in a $13.2 million increase in cash. The decrease in trade receivables resulted in increased cash flow of $7.0 million, resulting from increased collections and settlements during the six months ended June 30, 2018. The decrease in inventory resulted in increased cash flow of $22.7 million. The increase in prepaids and other assets decreased operating cash flow by $3.1 million due to approximately $1.1 million due to increases in other prepaid taxes, $1.3 million related to reorganization costs related to the sale of assets and $0.7 million related to increases in other receivables. Accounts payable and accrued expenses decreased by approximately $13.4 million primarily due to increased settlements and payments of $14.0 million, reorganization costs related to the sales of fixed assets of $3.2 million and customer prepayments of $0.8 million, partially offset by increased accrued expenses of $4.1 million and increased income tax payable of $0.5 million.
The change in operating assets and liabilities for the six months ended June 30, 2017 resulted in a $10.7 million increase in cash. Trade receivables increased $4.8 million primarily due to a delay in customer collections. Inventory decreased by $29.2 million from reductions in customer orders and efforts to utilize existing inventory. Prepaids and other assets decreased by $4.5 million due to decreases in vendor prepayments. Accounts payable and accrued expenses decreased by approximately $18.2 million primarily due to a reduction in accounts payable of $12.4 million and customer prepayments of $5.3 million.
The change in investing cash flows for the six months ended June 30, 2018 resulted in a $24.5 million decrease to cash. Capital expenditures by the Company were $19.6 million and $12.9 million for the six months ended June 30, 2018 and 2017, respectively. The capital expenditures for the six months ended June 30, 2018 were $10.5 million for buildings, $7.8 million for rental tools and $1.3 million for other expenditures. The capital expenditures for the six months ended June 30, 2017 were $2.7 million for machinery and equipment, $7.1 million for facilities, $2.8 million for rental tools and $0.3 million for other capital expenditures. During the three months ended June 30, 2018, we sold certain property, plant and equipment for net proceeds of $10.5 million, resulting in a net gain of approximately $5.1 million. The remaining difference is related to an acquisition of OPT during the second quarter of 2017, which impacted the June 30, 2017 investing cash flows by approximately $21.3 million, compared to no acquisitions occurring during the six months ended June 30, 2018.
The exercise of stock options generated cash to the Company of $642,000 for the six months ended June 30, 2018 as compared to $403,000 in the same period of 2017.


28


Repurchase of Equity Securities
On July 26, 2016, the Board of Directors authorized a stock repurchase plan under which the Company can repurchase up to $100 million of its common stock. The repurchase plan has no set expiration date and any repurchased shares are expected to be cancelled. In May 2018, the Company purchased 219,102 shares under the stock repurchase plan at an average price of approximately $45 per share totaling approximately $9.8 million. The maximum dollar value remaining that may yet be repurchased is $90.2 million as of June 30, 2018. The retirement of the repurchased shares is reflected within our retained earnings for the period ended June 30, 2018. For additional information on the stock repurchase, see "Item 2. Unregistered Sales of Equity Securities and Use of Proceeds" in Part II of this report. We may, subject to market conditions and other uncertainties, make opportunistic repurchases of our common stock from time to time.
Asset Backed Loan (ABL) Credit Facility
On February 23, 2018, the Company, as borrower, and the Company’s subsidiaries TIW Corporation and Honing, Inc., as guarantors, entered into a five-year senior secured revolving credit facility (the “ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions as lenders with total commitments of $100.0 million, including up to $10.0 million available for letters of credit. The maximum amount that the Company may borrow under the ABL Credit Facility is subject to the borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.
As of June 30, 2018, the availability under the ABL Credit Facility was $63.0 million, after taking into account the outstanding letters of credit of approximately $1.5 million issued under the facility. For additional information on the ABL Credit Facility, see "Asset Backed Loan (ABL) Credit Facility," Note 10 to the Notes to Condensed Consolidated Financial Statements.
Off-Balance Sheet Arrangements
The Company currently has no derivative instruments and no off-balance sheet hedging or financing arrangements, contracts or operations.
Other Matters
From time to time, the Company enters into discussions or negotiations to acquire other businesses or enter into joint ventures. The timing, size or success of any such efforts and the associated potential capital commitments are unpredictable and dependent on market conditions and opportunities existing at the time. The Company may seek to fund all or part of any such efforts with proceeds from debt or equity issuances. Debt or equity financing may not, however, be available at that time due to a variety of events, including, among others, the Company’s credit ratings, industry conditions, general economic conditions and market conditions.
Critical Accounting Policies
Refer to our Annual Report on Form 10-K for the year ended December 31, 2017 for a discussion of our critical accounting policies. During the six months ended June 30, 2018, there were no material changes in our judgments and assumptions associated with the development of our critical accounting policies.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The Company is currently exposed to certain market risks related to interest rate changes on its short-term investments and fluctuations in foreign exchange rates. The Company does not engage in any material hedging transactions, forward contracts or currency trading which could mitigate the market risks inherent in such transactions. There have been no material changes in market risks for the Company since December 31, 2017.
Foreign Exchange Rate Risk
The Company has operations in various countries around the world and conducts business in a number of different currencies. Our significant foreign subsidiaries may also have monetary assets and liabilities not denominated in their functional currency. These monetary assets and liabilities are exposed to changes in currency exchange rates which may result in non-cash gains and losses primarily due to fluctuations between the U.S. dollar and each subsidiary's functional currency.
The Company experienced a foreign currency pre-tax gain of approximately $2.2 million and $0.9 million, respectively, during the three and six-month periods ended June 30, 2018 and a pre-tax loss of $3.7 million and $3.6 million, respectively, in

29


the same periods of 2017. These losses and gains were primarily due to the exchange rate fluctuations between the U.S. dollar and various currencies within the foreign regions where we do business.
The Company does not engage in any material hedging transactions, forward contracts or currency trading which could mitigate the effects and risks inherent in such transactions. Additionally, there is no assurance that the Company will be able to protect itself against currency fluctuations in the future.

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Item 4.        Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2018 to provide reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION
Item 1.        Legal Proceedings
For a description of the Company’s legal proceedings, see “Commitments and Contingencies,” Note 12 to the Notes to Condensed Consolidated Financial Statements.

Item 1A.    Risk Factors
There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the repurchase and cancellation of our common stock during the three months ended June 30, 2018:
 
Total Number of Shares Purchased
 
Average Price paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
 
Maximum Dollar Value (in millions) of Shares that May Yet be Purchased Under the Plans or Programs
April 1-30, 2018

 
$

 

 
$
100.0

May 1-31, 2018
219,102

 
44.87

 
219,102

 
90.2

June 1-30, 2018

 

 

 
90.2

 
219,102

 
$
44.87

 
219,102

 
$
90.2

(1) On July 29, 2016, the Company announced that its Board of Directors authorized a stock repurchase plan under which the Company is authorized to repurchase up to $100.0 million of its common stock. The repurchase plan has no set expiration date and any repurchased shares are expected to be cancelled. There were no repurchases during the first quarter of 2018.  


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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements contained in all parts of this document that are not historical facts are forward-looking statements that involve risks and uncertainties that are beyond the control of Dril-Quip, Inc. (the “Company” or “Dril-Quip”). You can identify the Company’s forward-looking statements by the words “anticipate,” “estimate,” “expect,” “may,” “project,” “believe” and similar expressions, or by the Company’s discussion of strategies or trends. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct. These forward-looking statements include the following types of information and statements as they relate to the Company:
future operating results and cash flow;
scheduled, budgeted and other future capital expenditures;
working capital requirements;
the need for and the availability of expected sources of liquidity;
the introduction into the market of the Company’s future products;
the market for the Company’s existing and future products;
the Company’s ability to develop new applications for its technologies;
the exploration, development and production activities of the Company’s customers;
compliance with present and future environmental regulations and costs associated with environmentally related penalties, capital expenditures, remedial actions and proceedings;
effects of pending legal proceedings;
changes in customers’ future product and service requirements that may not be cost effective or within the Company’s capabilities; and
future operations, financial results, business plans and cash needs.
These statements are based on assumptions and analysis in light of the Company’s experience and perception of historical trends, current conditions, expected future developments and other factors the Company believes were appropriate in the circumstances when the statements were made. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such statements. While it is not possible to identify all factors, the Company continues to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed under “Item 1A. Risk Factors” in Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and the following:
the volatility of oil and natural gas prices;
the cyclical nature of the oil and gas industry;
uncertainties associated with the United States and worldwide economies;
uncertainties regarding political tensions in the Middle East, South America, Africa and elsewhere;
current and potential governmental regulatory actions in the United States and regulatory actions and political unrest in other countries;
uncertainties regarding future oil and gas exploration and production activities, including new regulations, customs requirements and product testing requirements;
operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks);
project terminations, suspensions or scope adjustments to contracts reflected in the Company’s backlog;
the Company’s reliance on product development;
technological developments;
the Company’s reliance on third-party technologies;

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acquisition and merger activities involving the Company or its competitors;
the Company’s dependence on key employees and skilled machinists, fabricators and technical personnel;
the Company’s reliance on sources of raw materials, including any increase in steel costs or decreases in steel supply as a result of the President's March 2018 proclamation imposing a 25% global tariff on certain imported steel mill products;
impact of environmental matters, including future environmental regulations;
competitive products and pricing pressures;
fluctuations in foreign currency, including those attributable to the Brexit;
the ability of the Organization of Petroleum Exporting Countries to set and maintain production levels and pricing;
the Company’s reliance on significant customers;
creditworthiness of the Company’s customers;
fixed-price contracts;
changes in general economic, market or business conditions;
access to capital markets;
negative outcome of litigation, threatened litigation or government proceedings;
terrorist threats or acts, war and civil disturbances; and
changes to, and differing interpretations of, tax laws with respect to our operations and subsidiaries.
Many of such factors are beyond the Company’s ability to control or predict. Any of the factors, or a combination of these factors, could materially affect the Company’s future results of operations and the ultimate accuracy of the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Every forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to publicly update or revise any forward-looking statement.

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Item 6.
(a) Exhibits
The following exhibits are filed herewith:
Exhibit No.
 
Description
Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
 
 
 
Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 20, 2014).
 
 
 
Form of certificate representing Common Stock
 
 
 
Rule 13a-14(a)/15d-14(a) Certification of Blake T. DeBerry.
 
 
 
Rule 13a-14(a)/15d-14(a) Certification of Jeffrey J. Bird.
 
 
 
Section 1350 Certification of Blake T. DeBerry.
 
 
 
Section 1350 Certification of Jeffrey J. Bird.
 
 
 
101.INS
XBRL Instance Document
 
 
 
101.SCH
XBRL Schema Document
 
 
 
101.CAL
XBRL Calculation Document
 
 
 
101.DEF
XBRL Definition Linkbase Document
 
 
 
101.LAB