1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to ________
Commission file number 1-13086
WEATHERFORD INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 04-2515019
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Post Oak Blvd., Suite 600, Houston, Texas 77027-3415
(Address of principal executive offices) (Zip Code)
(713) 693-4000
(Registrant's telephone number, include area code)
____________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Title of Class Outstanding at May 8, 2000
-------------- --------------------------
Common Stock, par value $1.00 108,492,876
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
MARCH 31, DECEMBER 31,
2000 1999
------------- -------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents........................................... $ 27,551 $ 44,361
Accounts Receivable, Net of Allowance for Uncollectible
Accounts of $20,971 and $19,882, Respectively..................... 385,649 352,139
Inventories......................................................... 401,029 364,607
Other Current Assets................................................ 128,271 108,042
------------- -------------
942,500 869,149
------------- -------------
PROPERTY, PLANT AND EQUIPMENT, AT COST,
NET OF ACCUMULATED DEPRECIATION..................................... 878,236 898,996
GOODWILL, NET.......................................................... 1,009,429 991,679
NET ASSETS OF DISCONTINUED OPERATIONS.................................. 568,323 553,861
DEFERRED TAX ASSET..................................................... 66,028 66,077
OTHER ASSETS........................................................... 135,530 134,027
------------- -------------
$ 3,600,046 $ 3,513,789
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-Term Borrowings and Current Portion of Long-Term Debt......... $ 394,262 $ 322,767
Accounts Payable.................................................... 131,672 117,530
Accrued Salaries and Benefits....................................... 50,337 55,586
Other Current Liabilities........................................... 162,762 170,197
------------- -------------
739,033 666,080
------------- -------------
LONG-TERM DEBT......................................................... 224,483 226,603
MINORITY INTEREST...................................................... 198,965 198,597
DEFERRED INCOME TAXES AND OTHER........................................ 197,900 186,611
5% CONVERTIBLE SUBORDINATED PREFERRED
EQUIVALENT DEBENTURES............................................... 402,500 402,500
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $1 Par Value, Authorized 250,000 Shares,
Issued 120,379 and 120,200 Shares, Respectively................... 120,379 120,200
Capital in Excess of Par Value...................................... 1,534,546 1,526,648
Treasury Stock, at Cost............................................. (310,547) (309,963)
Retained Earnings................................................... 592,845 586,310
Accumulated Other Comprehensive Loss................................ (100,058) (89,797)
------------- -------------
1,837,165 1,833,398
------------- -------------
$ 3,600,046 $ 3,513,789
============= =============
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS
ENDED MARCH 31,
-------------------------------------
2000 1999
-------------- -------------
REVENUES:
Products.............................................................. $ 178,789 $ 116,891
Services and Rentals.................................................. 216,593 148,450
-------------- -------------
395,382 265,341
COSTS AND EXPENSES:
Cost of Products...................................................... 126,193 81,122
Cost of Services and Rentals.......................................... 154,799 102,553
Selling, General and Administrative Attributable to Segments.......... 78,973 60,918
Corporate General and Administrative.................................. 8,578 5,572
Equity in Earnings of Unconsolidated Affiliates....................... (834) (454)
-------------- -------------
OPERATING INCOME........................................................ 27,673 15,630
OTHER INCOME (EXPENSE):
Interest Income....................................................... 617 1,505
Interest Expense...................................................... (13,022) (10,000)
Other, Net............................................................ 970 (936)
-------------- -------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST........................ 16,238 6,199
PROVISION FOR INCOME TAXES ............................................. (5,682) (1,699)
-------------- -------------
INCOME BEFORE MINORITY INTEREST......................................... 10,556 4,500
MINORITY INTEREST EXPENSE, NET OF TAX................................... (563) (738)
-------------- -------------
INCOME FROM CONTINUING OPERATIONS....................................... 9,993 3,762
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX........................... (3,458) (1,224)
-------------- -------------
NET INCOME.............................................................. $ 6,535 $ 2,538
============== =============
BASIC EARNINGS (LOSS) PER SHARE:
Income From Continuing Operations..................................... $ 0.09 $ 0.04
Loss From Discontinued Operations..................................... (0.03) (0.01)
-------------- -------------
NET INCOME PER SHARE.................................................... $ 0.06 $ 0.03
============== =============
DILUTED EARNINGS (LOSS) PER SHARE:
Income From Continuing Operations..................................... $ 0.09 $ 0.04
Loss From Discontinued Operations..................................... (0.03) (0.01)
-------------- -------------
NET INCOME PER SHARE.................................................... $ 0.06 $ 0.03
============== =============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic................................................................. 108,752 97,315
============== =============
Diluted............................................................... 111,318 98,007
============== =============
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS
ENDED MARCH 31,
------------------------------------
2000 1999
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income............................................................ $ 6,535 $ 2,538
Adjustments to Reconcile Net Income to Net Cash
Provided (Used) by Operating Activities:
Depreciation and Amortization...................................... 48,414 39,049
Loss from Discontinued Operations.................................. 3,458 1,224
Minority Interest Expense, Net of Tax.............................. 563 738
Deferred Income Tax Provision ..................................... 1,411 3,363
Gain on Sales of Property, Plant and Equipment..................... (416) (2,270)
Change in Operating Assets and Liabilities, Net of Effects
of Businesses Acquired........................................... (93,627) (27,775)
------------- -------------
Net Cash Provided (Used) by Continuing Operations................ (33,662) 16,867
Net Cash Used by Discontinued Operations......................... (16,706) (33,685)
------------- -------------
Net Cash Used by Operating Activities............................ (50,368) (16,818)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Businesses, Net of Cash Acquired....................... (16,975) (27,049)
Capital Expenditures for Property, Plant and Equipment................ (39,019) (28,666)
Acquisitions and Capital Expenditures of
Discontinued Operations............................................ (5,056) (4,106)
Proceeds from Sales of Property, Plant and Equipment.................. 5,138 5,810
Proceeds from Sale and Leaseback of Equipment......................... 17,025 --
------------- -------------
Net Cash Used by Investing Activities............................ (38,887) (54,011)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on Short-Term Debt, Net.................................... 74,589 68,218
Repayments of Long-Term Debt, Net..................................... (4,284) (521)
Proceeds from Exercise of Stock Options............................... 2,647 --
Acquisition of Treasury Stock......................................... (615) (1,170)
Other, Net............................................................ 108 112
------------- -------------
Net Cash Provided by Financing Activities........................ 72,445 66,639
------------- -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS............................... (16,810) (4,190)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD........................ 44,361 34,131
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.............................. $ 27,551 $ 29,941
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid......................................................... $ 10,638 $ 6,715
Income Taxes Paid, Net of Refunds..................................... 4,965 10,638
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS
ENDED MARCH 31,
-----------------------------------------
2000 1999
--------------- -----------------
Net Income............................................................. $ 6,535 $ 2,538
Other Comprehensive Loss:
Foreign Currency Translation Adjustment.............................. (10,261) (14,274)
--------------- -----------------
Comprehensive Loss..................................................... $ (3,726) $ (11,736)
=============== =================
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. GENERAL
The consolidated condensed financial statements included herein are
unaudited; however, they include all adjustments of a normal recurring nature
which, in the opinion of management, are necessary to present fairly the
Consolidated Condensed Balance Sheet of Weatherford International, Inc. (the
"Company") at March 31, 2000, the Consolidated Condensed Statement of Income for
the three months ended March 31, 2000 and 1999, the Consolidated Condensed Cash
Flows for the three months ended March 31, 2000 and 1999 and the Consolidated
Statements of Comprehensive Loss for the three months ended March 31, 2000 and
1999. Although the Company believes that the disclosures in these financial
statements are adequate to make the interim information presented not
misleading, certain information relating to the Company's organization and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted in this Form 10-Q pursuant to such rules and regulations. These
financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 31, 1999 and notes thereto
included in the Company's Annual Report on Form 10-K. The results of operations
for the three month period ended March 31, 2000 are not necessarily indicative
of the results expected for the full year.
In October 1999, the Board of Directors of the Company approved a plan to
distribute all of the outstanding shares of common stock of its wholly owned
subsidiary, Grant Prideco, Inc. (the "Spin-off"), to holders of the Company's
common stock, $1.00 par value ("Common Stock"). These shares were distributed at
the close of business on April 14, 2000 to stockholders of record as of March
23, 2000. In connection with and prior to the Spin-off, the Company transferred
its drilling products businesses to Grant Prideco, Inc. ("Grant Prideco"). As a
result, the accompanying financial statements reflect the operations of Grant
Prideco as discontinued operations (See Note 4).
Certain reclassifications of prior year balances have been made to conform
such amounts to corresponding 2000 classifications.
2. INVENTORIES
Inventories by category are as follows:
MARCH 31, DECEMBER 31,
2000 1999
------------- -------------
(in thousands)
Raw materials, components and supplies........................... $ 144,704 $ 159,380
Work in process.................................................. 54,844 34,089
Finished goods................................................... 201,481 171,138
------------- -------------
$ 401,029 $ 364,607
============= =============
Work in process and finished goods inventories include the cost of
material, labor and plant overhead.
3. BUSINESS COMBINATIONS
On January 12, 2000, the Company's Compression Services Division acquired
Singapore-based Gas Services International Limited ("GSI") for a total of
approximately $20.2 million. The acquisition is intended to expand this
division's platform of full service capabilities in the Asia-Pacific and Middle
Eastern markets. GSI's main business units include compressor package rental,
maintenance and service, and floating production storage and offloading
platforms. In addition to Singapore, GSI has service locations in Indonesia and
the United Arab Emirates.
5
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
The Company also effected various other acquisitions during the three
months ended March 31, 2000 for total consideration of approximately $10.0
million, of which $5.2 million was paid in cash and assumed debt and $4.8
million was paid in the form of shares of Common Stock.
On August 31, 1999, the Company completed the acquisition of Dailey
International Inc. ("Dailey") pursuant to a pre-negotiated plan of
reorganization in bankruptcy. Under the terms of the acquisition, the Company
issued a total of approximately 4.3 million shares of Common Stock to the Dailey
noteholders and stockholders. Because the Company held Senior Notes of Dailey,
which the Company acquired prior to the bankruptcy at a discount, the total
purchase price for Dailey, excluding assumed liabilities of Dailey that were not
impaired in the bankruptcy, was approximately $185.0 million.
The acquisitions discussed above were accounted for using the purchase
method of accounting. Results of operations for acquisitions accounted for as
purchases are included in the accompanying consolidated condensed financial
statements since the date of acquisition. The purchase price was allocated to
the net assets acquired based upon their estimated fair market values at the
date of acquisition. The balances included in the Consolidated Condensed Balance
Sheets related to the acquisitions are based upon preliminary information and
are subject to change when final asset and liability valuations are obtained.
Material changes in the preliminary allocations are not anticipated by
management.
The following presents the consolidated financial information for the
Company on a pro forma basis assuming the Dailey acquisition had occurred on
January 1, 1999. All other 1999 and 2000 acquisitions are not material
individually nor in the aggregate with same year acquisitions, therefore, pro
forma information is not presented. The pro forma information set forth below is
not necessarily indicative of the results that actually would have been achieved
had such transactions been consummated as of January 1, 1999, or that may be
achieved in the future.
THREE MONTHS
ENDED MARCH 31, 1999
---------------------------
(in thousands, except
per share amounts)
Revenues........................................................................... $293,155
Loss from continuing operations.................................................... (5,079)
Net loss........................................................................... (6,303)
Basic loss per common share:
Loss from continuing operations............................................... (0.05)
Net loss...................................................................... (0.06)
Diluted loss per common share:
Loss from continuing operations............................................... (0.05)
Net loss...................................................................... (0.06)
4. DISCONTINUED OPERATIONS
In October 1999, the Board of Directors of the Company approved a plan to
spinoff Grant Prideco through a distribution by the Company to its stockholders
of one share of stock of Grant Prideco for each share of Common Stock held by
the Company's stockholders. The distribution was completed as of the close of
business on April 14, 2000.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
The results of operations for Grant Prideco are reflected in the
accompanying Consolidated Condensed Statements of Income as discontinued
operations, net of taxes. Condensed results of Grant Prideco were as follows:
THREE MONTHS
ENDED MARCH 31,
--------------------------
2000 1999
------------ ------------
(in thousands)
Revenues..................................................................... $ 107,145 $ 88,493
------------ ------------
Income (loss) before interest
allocation and income taxes............................................. (1,015) 653
Interest allocation.......................................................... (2,500) (1,812)
(Provision) benefit for income taxes......................................... 937 (65)
------------ ------------
Net loss before Spin-off-related
costs................................................................... (2,578) (1,224)
Spin-off-related costs, net of taxes......................................... (880) --
------------ ------------
Net loss..................................................................... $ (3,458) $ (1,224)
============ =============
In connection with the Spin-off, Grant Prideco issued an unsecured
subordinated note to the Company in the amount of $100.0 million. The $100.0
million obligation bears interest at an annual rate equal to 10.0%. Interest
payments are due quarterly, and principal and all unpaid interest is due no
later than March 31, 2002. Under the terms of the note, Grant Prideco is
required to repay this note with the proceeds of any debt or equity financing,
excluding financing under a credit facility or any equity issued in connection
with a business combination. The indebtedness of Grant Prideco to the Company is
subordinated to the working capital obligations of Grant Prideco to its banks.
The Drilling and Intervention Services Division and Artificial Lift
Division of the Company purchase drill pipe and other related products from
Grant Prideco. These purchases have been eliminated in the accompanying
consolidated condensed financial statements. The amount purchased for the three
months ended March 31, 2000 was $6.8 million and for the three months ended
March 31, 1999 was $6.0 million. These purchases represent Grant Prideco's cost.
The results from discontinued operations include a management fee charged
to Grant Prideco of $0.5 million for the three months ended March 31, 2000 and
$0.3 million for the three months ended March 31, 1999. The fee is based on the
time devoted to Grant Prideco for accounting, tax, treasury and risk management
services.
Grant Prideco was charged $1.4 million of costs related to the Company's
information systems function in the three months ended March 31, 1999. There
were no charges for the comparable period of 2000. Information systems charges
were based on direct support provided, equipment usage and number of system
users.
Agreements Between the Company and Grant Prideco
In connection with the Spin-off, Grant Prideco and the Company entered into
a tax allocation agreement (the "Tax Allocation Agreement"). Under the terms of
the Tax Allocation Agreement, Grant Prideco, is responsible for all taxes and
associated liabilities relating to the historical businesses of Grant Prideco.
The Tax Allocation Agreement also requires that any tax liabilities associated
with the Spin-off shall be paid by Grant Prideco subject to certain exceptions
relating to changes in control of the Company. The Tax Allocation Agreement
further provides that in the event there is a tax liability associated with the
historical operations of Grant Prideco that is offset by a tax benefit of the
Company, the Company will apply the tax benefit against such tax liability and
will be reimbursed for the value of such tax benefit when and as the Company
would have been able to otherwise utilize that tax benefit for its own
businesses.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
The Company entered into a transition services agreement with Grant Prideco
for a period of one year from the Spin-off date. Under the agreement, the
Company has agreed to provide certain services requested by Grant Prideco. The
fee for these services is based on a cost-plus 10% basis. Under this agreement,
transition services include accounting services, tax services, finance services,
employee benefit services, information systems services, risk management
services and may include any other similar services.
The Company has also entered into a preferred customer agreement with Grant
Prideco pursuant to which the Company agreed, for a three year period, to
purchase at least 70% of its requirements of drill stem products from Grant
Prideco. The price for those products will be at a price not greater than that
which Grant Prideco sells to its best similarly situated customers. The Company
is entitled to apply against its purchases a drill stem credit granted to it in
the amount of $30.0 million, subject to a limitation of the application of the
credit to no more than 20% of any purchase.
5. SHORT-TERM DEBT
The Company's unsecured credit agreement provides for borrowings of up to
an aggregate of $250.0 million, consisting of a $200.0 million U.S. credit
facility and a $50.0 million Canadian credit facility. As of March 31, 2000, the
Company had $70.0 million available under this agreement. Amounts outstanding
under the facility accrue interest at the U.S. prime rate or a variable rate
based on LIBOR. A commitment fee ranging from 0.09% to 0.20% per annum,
depending on the senior unsecured credit ratings assigned by Standard and Poor's
and Moody's Investor Service to the Company, is payable quarterly on the unused
portion of the facility. The facility contains customary affirmative and
negative covenants, including a maximum debt to capitalization ratio, a minimum
interest coverage ratio, a limitation on liens and a limitation on asset
dispositions.
The Company also engages in unsecured short-term borrowings with various
institutions pursuant to uncommitted facilities and bid note arrangements. At
March 31, 2000, the Company had $189.1 million in unsecured short-term
borrowings outstanding under these arrangements.
6. SALE AND LEASEBACK OF EQUIPMENT
The Compression Services Division has entered into various sale and
leaseback arrangements under which it has sold $256.8 million of compression
units and has a right to sell up to another $93.2 million of compression units.
Under these arrangements, legal title to the compression units are sold to third
parties and leased back to the division under a five year operating lease with a
market-based purchase option.
As of December 31, 1999, the Compression Services Division had sold
compressors under these arrangements having appraised values and received cash
of $239.8 million. During the three months ended March 31, 2000, the Compression
Services Division sold additional compressors having an appraised value equal to
the cash received of $17.0 million. The sales resulted in an additional pretax
deferred gain of approximately $3.9 million, classified as Deferred Income Taxes
and Other on the accompanying Consolidated Condensed Balance Sheets, which may
be deferred until the end of the lease.
The Company has guaranteed certain of the obligations of the joint venture
with respect to the sale of $200.0 million of the compression units. The
remaining sales by the joint venture were done on a non-recourse basis to the
Company and recourse is limited solely to the assets of the joint venture.
The following table provides future minimum lease payments (in thousands)
under the aforementioned lease as of March 31, 2000:
Remainder of 2000....................................................... $ 13,525
2001.................................................................... 18,175
2002.................................................................... 18,175
2003.................................................................... 17,476
2004.................................................................... 5,513
2005.................................................................... 142
--------------
$ 73,006
==============
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10
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
7. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of shares of Common Stock outstanding during the period. Diluted
earnings per common share is computed by dividing net income by the weighted
average number of shares of Common Stock outstanding during the period adjusted
for the dilutive effect of the incremental shares that would have been
outstanding under the Company's stock option and restricted stock plans. The
effect of the Company's 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027 (the "Debentures") on diluted earnings per share is
anti-dilutive and thus is not included in the calculation.
The following reconciles basic and diluted weighted average shares
outstanding:
THREE MONTHS
ENDED MARCH 31,
-----------------------------
2000 1999
---------- ---------
(in thousands)
Basic weighted average shares outstanding............................. 108,752 97,315
Dilutive effect of stock option and restricted stock plans............ 2,566 692
--------- ----------
Dilutive weighted average shares outstanding.......................... 111,318 98,007
========= ==========
8. SUPPLEMENTAL CASH FLOW INFORMATION
The following summarizes investing activities relating to acquisitions
integrated into the Company's continuing operations for the periods shown:
THREE MONTHS
ENDED MARCH 31,
-------------------------------
2000 1999
-------------- --------------
(in thousands)
Fair value of assets, net of cash acquired........................... $ 9,983 $ 274,546
Goodwill............................................................. 30,307 30,386
Total liabilities, including minority interest....................... (18,476) (277,883)
Common stock issued.................................................. (4,839) --
-------------- --------------
Cash consideration, net of cash acquired............................. $ 16,975 $ 27,049
============== ==============
9. SEGMENT INFORMATION
Business Segments
The Company is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in virtually every oil and gas exploration and production region in the
world. The Company currently divides its business into four separate segments:
drilling and intervention services, completion systems, artificial lift systems
and compression services.
The Company's drilling and intervention services segment provides fishing
and rental services, well installation services, cementing products and
underbalanced drilling and specialty pipeline services.
The Company's completion systems segment provides completion products and
systems including packers, sand control, flow control, liner hangers, inflatable
packers and intelligent well technology.
9
11
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
The Company's artificial lift systems segment designs, manufactures, sells
and services a complete line of artificial lift equipment, including progressing
cavity pumps, reciprocating rod lift, gas lift, electrical submersible pumps and
hydraulic lift. This segment also offers well optimization and remote monitoring
and control services.
The Company's compression services segment packages, rents and sells parts
and services for gas compressor units over a broad horsepower range.
Financial information by industry segment for each of the three months
ended March 31, 2000 and 1999, is summarized below. The accounting policies of
the segments are the same as those of the Company.
THREE MONTHS
ENDED MARCH 31,
---------------------------
2000 1999
------------ ------------
(in thousands)
Revenues from unaffiliated customers
Drilling and Intervention Services .................................. $ 187,529 $ 142,634
Completion Systems .................................................. 47,621 22,653
Artificial Lift Systems ............................................. 100,217 57,471
Compression Services ................................................ 60,015 42,583
--------- ---------
$ 395,382 $ 265,341
========= =========
EBITDA (a)
Drilling and Intervention Services .................................. $ 56,853 $ 46,028
Completion Systems .................................................. 1,336 (2,715)
Artificial Lift Systems ............................................. 14,172 3,991
Compression Services ................................................ 11,553 12,584
Corporate ........................................................... (7,827) (5,209)
--------- ---------
$ 76,087 $ 54,679
========= =========
Depreciation and amortization
Drilling and Intervention Services .................................. $ 26,009 $ 23,856
Completion Systems .................................................. 6,451 2,427
Artificial Lift Systems ............................................. 5,874 4,835
Compression Services ................................................ 9,329 7,568
Corporate ........................................................... 751 363
--------- ---------
$ 48,414 $ 39,049
========= =========
Operating income (loss)
Drilling and Intervention Services .................................. $ 30,844 $ 22,172
Completion Systems .................................................. (5,115) (5,142)
Artificial Lift Systems ............................................. 8,298 (844)
Compression Services ................................................ 2,224 5,016
Corporate ........................................................... (8,578) (5,572)
--------- ---------
$ 27,673 $ 15,630
========= =========
(a) The Company evaluates performance and allocates resources based on EBITDA,
which is calculated as operating income adding back depreciation and
amortization, excluding the impact of merger costs and other charges.
Calculations of EBITDA should not be viewed as a substitute to calculations
under GAAP, in particular operating income, income from continuing
operations and net income. In addition, EBITDA calculations by one company
may not be comparable to another company.
10
12
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
As of March 31, 2000, total assets, excluding net assets of discontinued
operations, were $1,104.1 million for Drilling and Intervention Services, $446.8
million for Completion Systems, $632.1 million for Artificial Lift Systems,
$681.9 million for Compression Services and $166.8 million for Corporate.
As of December 31, 1999, total assets, excluding net assets of discontinued
operations, were $1,117.9 million for Drilling and Intervention Services, $424.5
million for Completion Systems, $615.9 million for Artificial Lift Systems,
$662.7 million for Compression Services and $138.9 million for Corporate.
10. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB No. 101"), Revenue Recognition in Financial
Statements, to provide guidance on the recognition, presentation and disclosure
of revenue in financial statements. SAB No. 101, with an effective date of
January 1, 2000, is required to be applied by June 30, 2000. The Company is
currently evaluating the impact of SAB No. 101, but does not anticipate that
application of this bulletin will have a material impact on its financial
position or results of operations.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. In June 1999 the FASB issued SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities-Deferral of the
Effective Date of SFAS No. 133, amending the effective date of SFAS No. 133 to
years beginning after June 15, 2000. The Company is currently evaluating the
impact of SFAS No. 133 on its consolidated condensed financial statements.
11. SUBSEQUENT EVENTS
On April 14, 2000, the Company completed the Spin-off of Grant Prideco.
Each of the Company's stockholders received one share of Grant Prideco common
stock for each share of the Company's stock held by such stockholders as of the
close of business on March 23, 2000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Our business is conducted through four business segments: (1) Drilling and
Intervention Services, (2) Completion Systems, (3) Artificial Lift Systems and
(4) Compression Services. We also have historically operated a Drilling Products
segment that manufactured and sold drill pipe and other drill stem products and
premium tubulars and connections. The operations of this segment were conducted
through our Grant Prideco division.
On April 14, 2000, we distributed to our stockholders all of the
outstanding shares of Grant Prideco, Inc., which at the time of the distribution
held substantially all of the operating assets used in our Drilling Products
segment. As a result of this distribution, our Drilling Products Division is
presented as a discontinued operation in the accompanying financial statements.
The following is a discussion of our results of operations for the three
months ended March 31, 2000 and 1999. This discussion should be read in
conjunction with our financial statements that are included with this report and
our financial statements and related Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
1999 included in our Annual Report on Form 10-K.
Our discussion of our results and financial condition includes various
forward-looking statements about our markets, the demand for our products and
services and our future results. These statements are based on certain
assumptions that we consider reasonable. For information about these
assumptions, you should refer to our section entitled "Forward-Looking
Statements."
MARKET TRENDS AND OUTLOOK
Our businesses serve the oil and gas industry. All of our businesses are
affected by changes in the worldwide demand and the price of oil and natural
gas. Certain of our products and services, such as our fishing and rental
services, our well installation services and our well completion services, are
dependent on the level of exploration and development activity. Other products
and services, such as our artificial lift systems and compression services, are
dependent on oil and gas production activity. We currently estimate that between
40% and 50% of our continuing operations are primarily reliant on drilling
activity, with the remainder focused on production and reservoir enhancement
activity.
In 1999, the price of oil hit a low of $11.07 per barrel and the North
American and international rig counts reached historical lows of 534 and 556,
respectively. During the second half of 1999, the price of oil increased due to
demand and supply imbalances and members of the Organization of Petroleum
Exporting Countries reducing production in compliance with production quotas.
These conditions have resulted in world oil prices increasing over the past two
quarters and trading in the $20 to $30 a barrel range.
The following chart sets forth certain historical statistics that are
reflective of the market conditions in which we operate:
HENRY HUB NORTH AMERICAN INTERNATIONAL
WTI OIL (1) GAS (2) RIG COUNT (3) RIG COUNT (3)
--------------- ---------------- ---------------- ----------------
March 31, 2000.................... $ 26.90 $ 2.945 1,190 584
December 31, 1999................. 25.60 2.329 1,177 575
March 31, 1999.................... 14.66 2.013 747 613
(1) Price per barrel of West Texas Intermediate crude oil as of March 31 and
December 31 - Source: Applied Reasoning, Inc.
(2) Price per MM/BTU as of March 31 and December 31 - Source: Oil World
(3) Average rig count for the applicable month - Source: Baker Hughes Rig Count
Our Artificial Lift Systems Division, which tracks very closely the United
States and Canadian rig counts, was the first to benefit from the price
improvements as many production projects were reinstated in light of the higher
prices of oil, in particular heavy oil in Canada. Natural gas activity in Canada
also increased significantly due to new pipelines and higher demand. Our
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Drilling and Intervention Services Division was the next to benefit from the
improved activity in North America, in particular in its fishing and rental and
cementation businesses. Our international activity, which generally lags North
American activity by around six months, remained depressed during the first
quarter of 2000, but has begun to show initial signs of recovery.
Looking forward to the remainder of 2000, we expect that demand for our
products and services will steadily improve as the year progresses, with the
strongest improvement expected in the second half of this year. The timing of
improvements in our operations will be dependent upon the segment of the
industry involved. In general, we expect the recovery to affect our businesses
as follows:
DRILLING AND INTERVENTION SERVICES. This division is expected to see
quarter on quarter improvements throughout the year in both revenue and
profitability, with the strongest growth expected to occur in the second half of
the year as the international markets strengthen. The anticipated improvements
in this division during the second quarter are expected to be partially offset
by seasonal declines in Canada, which contributed around 10% of revenues and 20%
of operating profits for the division in the first quarter. Results for the full
year will be heavily dependent on the continued recovery in the North American
markets and the timing and strength of the recovery outside North America.
COMPLETION SYSTEMS. Our Completion Systems Division is expected to continue
to experience revenue growth throughout the year as it increases its sales and
service infrastructure and manufacturing capabilities. Like our other divisions,
we expect that the revenues and income for this division for the second quarter
will be reduced by the seasonal downturn in Canada. The profitability of this
division will also be reliant on increased drilling activity, particularly in
the international markets, and the division's ability to successfully market its
new products. In addition, we expect that results will be impacted throughout
the year by relatively high selling, general and administrative expenses while
the division positions itself for growth by expanding its sales, service and
engineering operations worldwide. Accordingly, we currently expect that this
division will operate at a loss during the second quarter and begin realizing
an operating profit in the second half of the year.
ARTIFICIAL LIFT SYSTEMS. We expect that our Artificial Lift Systems
Division will continue to see improvements on a year on year basis in North
American revenues as well as improvements in margins as a result of cost
containment, pricing and higher throughput in our plants. This division,
however, will be affected by the normal seasonal downturn in Canada in the
second quarter. Canadian sales represented around 50% of this division's sales
and operating profit during the first quarter. As a result, second quarter
results for this division are expected to be down from the first quarter, with
the amount of the decline to be dependent on the extent of the slowdown in
Canada. Results for the remainder of the year will be heavily dependent on the
United States and Canadian rig counts and heavy oil production in Canada.
COMPRESSION SERVICES. Our Compression Services Division, which is less
affected by day-to-day market factors, experienced a decline in operating profit
and profitability in the first quarter as we began implementing a reorganization
of its operations. This division was also affected by start-up and
administrative costs associated with the expansion of its operations outside of
North America. We currently expect that the reorganization of this division
should be complete by the end of the second quarter and that benefits from this
reorganization and the division's international operations should begin to be
realized by the second half of the year.
Overall, the level of market improvements for our businesses in 2000 will
be heavily dependent on whether oil and natural gas prices can remain at or
about their present levels and the impact that the recent commodity price
increases will have on customer spending. Recent improvements in North America
may be partially offset by a slower recovery in the international markets and
second quarter results will be affected by lower seasonal activity in Canada.
Although we believe that the activity levels in our industry have bottomed out
and are recovering, the extent of the recovery is difficult to predict in light
of the volatile nature of our business. In this regard, the strength of the
recovery will be dependent on many external factors such as compliance with OPEC
quotas, world economic conditions and weather conditions. The extreme volatility
of our markets makes predictions regarding future results difficult.
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RESULTS OF CONTINUING OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999
The following charts contain selected financial data comparing our results
for the three months ended March 31, 2000 and March 31, 1999:
COMPARATIVE FINANCIAL DATA THREE MONTHS ENDED
MARCH 31,
-------------------------------
2000 1999
------------- --------------
(in thousands, except
percentages and per share
data)
Revenues............................................................ $395,382 $ 265,341
Gross Profit........................................................ 114,390 81,666
Gross Profit %...................................................... 28.9% 30.8%
Selling, General and Administrative
Attributable to Segments.......................................... $ 78,973 $ 60,918
Corporate General and Administrative................................ 8,578 5,572
Operating Income.................................................... 27,673 15,630
Income from Continuing Operations................................... 9,993 3,762
Income from Continuing Operations Excluding
Goodwill Amortization, Net of Taxes............................... 18,035 8,036
EBITDA (a).......................................................... 76,087 54,679
Income per Diluted Share from Continuing Operations................. 0.09 0.04
Income per Diluted Share from Continuing Operations
Excluding Goodwill Amortization, Net of Taxes..................... 0.16 0.08
(a) EBITDA is calculated by taking operating income and adding back
depreciation and amortization. We have included an EBITDA calculation
here because when we look at the performance of our businesses, we give
consideration to their EBITDA. Calculations of EBITDA should not be
viewed as a substitute to calculations under GAAP, in particular cash
flows from operations, operating income, income from continuing
operations and net income. In addition, EBITDA calculations by one
company may not be comparable to another company.
SALES BY GEOGRAPHIC REGION
THREE MONTHS ENDED
MARCH 31,
---------------------------
2000 1999
----------- ------------
REGION: (a)
U.S.................................................................... 45% 43%
Canada................................................................. 23% 16%
Europe................................................................. 8% 14%
Latin America.......................................................... 9% 9%
Africa................................................................. 5% 8%
Middle East............................................................ 3% 4%
Other.................................................................. 7% 6%
----------- ------------
Total.............................................................. 100% 100%
=========== ============
(a) Sales are based on the region of origination and do not reflect sales by
ultimate destination.
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Our results for the three months ended March 31, 2000 reflected the
improved market conditions in which we were operating. These conditions had the
following effects on our results:
o First quarter 2000 consolidated revenues improved 49.0% over the first
quarter 1999 as a result of improved North American revenues and the impact
of our 1999 acquisitions. Our first quarter 2000 revenues in North America
were $113.9 million higher than they were in the first quarter of 1999.
International revenues increased 14.9% from first quarter 1999 levels.
o The gross profit percentage decreased 6.2% from the first quarter of 1999
to the first quarter of 2000. This decline reflects the pricing pressures
experienced during 1999, which continued into the first quarter of 2000,
and the lower activity in the higher margin international markets.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 23.0% in the first quarter of 1999 to 20.0% in the first
quarter of 2000. The decrease primarily reflects a higher revenue base,
offset by the initial costs relating to new product lines and businesses,
and a $5.3 million increase in goodwill and intangible amortization.
o Operating income increased 77.1% from the first quarter of 1999 due to
improved market conditions and our efforts to reduce costs and improve
efficiencies during the recent industry downturn. The acquisitions made by
us late in the third quarter 1999 also contributed to the increase in
operating income.
o Our effective tax rate for the first quarter of 2000 was 35.0%, as compared
to 27.4% for the first quarter 1999, due to the mix between foreign and
U.S. tax attributes for 2000.
SEGMENT RESULTS
DRILLING AND INTERVENTION SERVICES
Our Drilling and Intervention Services Division experienced improvements in
revenue and operating income as the increase in the North American rig count
positively impacted the demand for its products and services. Demand in
international markets declined significantly during 1999. The decline in demand
has carried into the first quarter 2000, resulting in continued pricing
pressures and reduced volumes. Our Drilling and Intervention Services Division's
revenue and operating income were positively impacted by its 1999 acquisitions,
including Dailey and Williams Tool.
Within our Drilling and Intervention Services Division, all of the product
lines reported gains in revenues. Our fishing and rental and cementation lines
showed the greatest improvements, due to stronger demand in North America.
The following chart sets forth data regarding the results of our Drilling
and Intervention Services Division for the first quarters of 2000 and 1999:
THREE MONTHS ENDED
MARCH 31,
------------------------------
2000 1999
------------- -------------
(in thousands, except
percentages)
Revenues........................................................... $187,529 $142,634
Gross Profit....................................................... 58,986 45,432
Gross Profit %..................................................... 31.5% 31.9%
Selling, General and Administrative................................ $28,976 $23,714
Operating Income................................................... 30,844 22,172
EBITDA............................................................. 56,853 46,028
Other material items affecting the results of our Drilling and Intervention
Services Division for the first quarter of 2000 compared to the first quarter of
1999 were:
o Our North American revenues for the first quarter of 2000 improved by 90.3%
over the comparable period of 1999. Acquisitions completed in the latter
half of 1999 and a 46.1% increase in the North American rig count
contributed to these improvements. Our international revenues, excluding
Canada, decreased by 9.9% from the first quarter of 1999 due to the
international rig count reduction of 9.0%. The most significant revenue
decrease occurred in Europe where revenues declined 24.3% from prior year
levels.
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o Gross profit as a percentage of revenues remained relatively flat year over
year due to lower activity levels in the higher margin international
markets.
o Selling, general and administrative expenses decreased slightly as a
percentage of revenues from 16.6% in the first quarter of 1999 to 15.5% in
the first quarter of 2000. The decrease primarily reflects a higher revenue
base partially offset by an increase of $2.3 million in goodwill
amortization expense.
o Operating income increased $8.7 million in the first quarter of 2000 as
compared to first quarter of 1999 primarily due to improved market
conditions in North America and the impact of 1999 acquisitions.
o United States activity was the biggest contributor to the earnings of our
Drilling and Intervention Services Division for the quarter, with the
United States having contributed around 45% of the division's revenues and
over two-thirds of its field operating profits. Canada also contributed
around 10% of the division's revenues and 20% of field operating profits.
COMPLETION SYSTEMS
Our Completion Systems Division has shown steady improvements since the
first quarter of 1999. We significantly changed the composition of this division
in 1999 through our acquisitions of Petroline Wellsystems Limited and Cardium
Tool Services. These acquisitions, together with a major expansion of our Nodeco
liner hanger product line into the United States in 1999, have expanded our
businesses into higher margin premium completion markets worldwide and have
added sand control and flow control to our completion product and service
offerings.
The following chart sets forth data regarding the results of our Completion
Systems Division for the first quarters of 2000 and 1999:
THREE MONTHS ENDED
MARCH 31,
------------------------------
2000 1999
------------- -------------
(in thousands, except
percentages)
Revenues............................................................... $ 47,621 $ 22,653
Gross Profit........................................................... 8,661 2,810
Gross Profit %......................................................... 18.2% 12.4%
Selling, General and Administrative.................................... $ 13,776 $ 7,952
Operating Loss......................................................... (5,115) (5,142)
EBITDA................................................................. 1,336 (2,715)
Other material items affecting the results of our Completion Systems
Division for the first quarter of 2000 compared to first quarter of 1999 were:
o Revenues more than doubled in the first quarter of 2000 as compared to the
first quarter of 1999. This improvement was mostly seen in the packers and
liner hangers product lines. The increase is due to the expansion of the
distribution of our core products and the new product offerings generated
by our 1999 acquisitions.
o Gross profit as a percentage of revenues increased 46.8% primarily due to
higher gross margin percentages from our 1999 acquisitions and improved
manufacturing efficiencies.
o Selling, general and administrative as a percentage of revenue decreased
from 35.1% in the first quarter of 1999 to 28.9% in the same period in
2000. The decrease is primarily due to the higher revenue base, partially
offset by an increase of $2.7 million in goodwill and intangible
amortization.
o Our research and development expenses for our Completion Services Division
were approximately $2.2 million, or 4.7% of sales during the quarter.
Goodwill and intangible amortization for the quarter was $3.3 or 7.0% of
revenues. These two items of expense are expected to be relatively flat for
the remainder of the year and decline as a percentage of revenues as
revenues increase.
o Our manufacturing consolidation in Europe and Canada, as well as the growth
and development of the expandable product line, are ongoing. We expect
these efforts to be substantially complete by the end of the second
quarter.
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o During the quarter, we began the relocation of our Norway manufacturing
facility to Scotland. This relocation has resulted in certain delays and
inefficiencies in manufacturing that are expected to continue into the
second quarter.
ARTIFICIAL LIFT SYSTEMS
Operating results from our Artificial Lift Systems Division are heavily
dependent on oil production activity. Revenues for this division increased
approximately 74% from first quarter 1999 levels, primarily in response to
improved activity levels in North American markets, in particular Canada. This
division has also seen increased sales in the Latin American markets from first
quarter 1999 levels as its artificial lift products have begun to penetrate
those markets utilizing our worldwide infrastructure.
Looking forward into the second quarter we expect that revenues in our
Artificial Lift Systems Division will be down approximately 15% due to seasonal
trends. The magnitude of this decline is dependent on the length of the 'spring
break-up' in Canada and the degree of the recovery in the United States and the
international markets.
The following chart sets forth data regarding the results of our Artificial
Lift Systems Division for the first quarters of 2000 and 1999:
THREE MONTHS ENDED
MARCH 31,
------------------------------
2000 1999
------------- -------------
(in thousands, except
percentages)
Revenues............................................................ $ 100,217 $ 57,471
Gross Profit........................................................ 34,355 21,395
Gross Profit %...................................................... 34.3% 37.2%
Selling, General and Administrative................................. $ 26,057 $ 22,239
Operating Income (Loss)............................................. 8,298 (844)
EBITDA.............................................................. 14,172 3,991
Other material items affecting the results of our Artificial Lift Systems
Division as reflected above for the first quarter of 2000 compared to the first
quarter of 1999 were:
o The first quarter of 2000 experienced an increase in revenues of 74.4%
compared to the first quarter of 1999 primarily as a result of recent
improvements in North American markets. The most significant improvement
was in Canada where revenues were up 128.8% from first quarter 1999 levels
as compared to the Canadian rig count increase of 61.2% period over period.
o Gross profit as a percentage of revenues decreased from 37.2% in the first
quarter of 1999 to 34.3% in the first quarter of 2000 primarily due to
increased sales of lower margin ancilliary products associated with
progressing cavity pumps in Canada.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 38.7% in the first quarter of 1999 to 26.0% in the first
quarter of 2000 due to cost reductions previously implemented and a higher
revenue base.
o Operating income as a percentage of revenues improved to 8.3% for the first
quarter of 2000 as compared to a loss in the first quarter of 1999, due to
cost reductions and the higher revenue base.
COMPRESSION SERVICES
The Compression Services Division reported revenues of $60.0 million for
the quarter compared to $42.6 million for the first quarter of 1999. Operating
income declined to $2.2 million in the first quarter of 2000 from $5.0 million
in the first quarter of 1999. The decline in operating income for the quarter
was primarily attributable to higher costs related to the reorganization of the
division during the quarter, start-up costs associated with international
expansion, including GSI, and lower average margins due to product mix. We are
currently in the process of reducing the cost structure in this division and
focusing its operations on higher margin sales.
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The following chart sets forth data regarding the results of our
Compression Services Division for the first quarters of 2000 and 1999:
THREE MONTHS ENDED
MARCH 31,
-------------------------------
2000 1999
------------- -------------
(in thousands, except
percentages)
Revenues............................................................ $ 60,015 $ 42,583
Gross Profit........................................................ 12,388 12,029
Gross Profit %...................................................... 20.6% 28.2%
Selling, General and Administrative................................. $ 10,164 $ 7,013
Operating Income.................................................... 2,224 5,016
EBITDA.............................................................. 11,553 12,584
Lease Expense....................................................... 4,497 1,595
EBITDAR (a)......................................................... 16,050 14,179
Minority Interest, Net of Taxes..................................... 542 971
(a) EBITDAR is calculated by taking operating income and adding back
depreciation, amortization and lease expense. We have included an EBITDAR
calculation here because when we look at the performance of this division,
we give consideration to its EBITDAR. Calculations of EBITDAR should not be
viewed as a substitute to calculations under GAAP, in particular cash flows
from operations, operating income, income from continuing operations and
net income. In addition, EBITDAR calculations by one company may not be
comparable to another company.
Other material items affecting the results of our Compression Services
Division for the first quarter of 2000 as compared to the comparable period in
1999 were:
o The increase in revenues primarily reflects the inclusion of the joint
venture for the entire quarter, $3.4 million in revenues from the YPF
contract and $5.6 million of incremental revenues from the January 2000
acquisition of GSI.
o Gross profit as a percentage of revenues decreased 27.0% due to lower
margins on equipment sales worldwide and lower margins on rental
contracts due to pricing pressures primarily in the United States.
Another contributing factor to the decrease in gross profit percentage
is the change in product mix from the higher margin rental services to
the lower margin equipment sales.
o The increase in selling, general and administrative expenses primarily
reflects costs associated with the reorganization of this division
which commenced in the first quarter of 2000. We expect the
reorganization to be complete by the end of the second quarter.
o During the quarter, we acquired GSI and began start-up operations for
the Middle East. The selling, general and administrative costs
associated with GSI for the first quarter were approximately $0.8
million, with little profit attributable to that unit due to the
start-up nature of operations. GSI, however, has commenced operations
in Oman in the second quarter and has a large construction contract
slated to begin later in the year.
o During 1999, our Compression Services Division financed a substantial
portion of its growth through the use of sale and leaseback
arrangements. The payments under these leases are charged as a direct
operating expense and reduce the operating income and margins of the
division. However, EBITDAR, which excludes the effect of these leases,
was up from the first quarter of 1999, yet remained relatively flat
from the fourth quarter of 1999.
DISCONTINUED OPERATIONS
Our discontinued operations consist of our Grant Prideco drilling products
division. Results from discontinued operations were as follows:
o We had a loss from discontinued operations, net of taxes, for the three
months ended March 31, 2000, of $3.5 million and a loss from
discontinued operations, net of taxes, for the three months ended March
31, 1999 of $1.2 million.
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o Included in the loss from discontinued operations for the three months
ended March 31, 2000 are $0.9 million, net of taxes, of estimated
transaction costs and the estimated net loss from discontinued
operations through the distribution date.
LIQUIDITY AND CAPITAL RESOURCES
Our current sources of capital are current reserves of cash, cash generated
from operations and borrowings under bank lines of credit. We believe that the
current reserves of cash and short-term investments, access to our existing
credit lines and internally generated cash from operations are sufficient to
finance the projected cash requirements of our current and future operations. We
are continually reviewing acquisitions in our markets. Depending upon the size,
nature and timing of an acquisition, we may require additional capital in the
form of either debt, equity or a combination of both.
The following chart contains information regarding our capital resources
and borrowings and exposures as of March 31, 2000 and December 31, 1999:
MARCH 31, DECEMBER 31,
2000 1999
---------------- ----------------
(in thousands)
Cash and Cash Equivalents........................................ $ 27,551 $ 44,361
Short-Term Borrowings and Current Portion of Long-Term Debt...... 394,262 322,767
Letters of Credit Outstanding.................................... 28,188 27,791
Cumulative Foreign Currency Translation Adjustment............... (100,058) (89,797)
International Assets (Liabilities) Hedged (U.S. Dollar
Equivalent)................................................. (15,718) 14,745
The net reduction in our cash and cash equivalents since December 31, 1999,
was primarily attributable to the following:
o Borrowings, net of repayments, on long-term debt and short-term
facilities of $70.3 million.
o Proceeds from the sale and leaseback of compression units of $17.0
million.
o Capital expenditures of property, plant and equipment from continuing
operations of $39.0 million, including $13.3 million for Compression
Services subject to sale and leaseback arrangements.
o Acquisition of new businesses for continuing operations of
approximately $17.0 million in cash, net of cash acquired.
o Cash outflows from operating activities associated with our continuing
operations of $33.7 million.
o Capital expenditures of property, plant and equipment from
discontinued operations of $5.1 million and cash outflows from
operating activities of discontinued operations of $16.7 million.
BANKING FACILITIES
In May 1998, we put in place a five-year unsecured revolving credit
facility that allows us to borrow up to $250.0 million at any time. The facility
consists of a $200.0 million U.S. credit facility and a $50.0 million Canadian
credit facility. As of March 31, 2000, $70.0 million was available under the
credit facility. Borrowings under this facility bear interest at the U.S. prime
rate or a variable rate based on the LIBOR. Our credit facility contains
customary affirmative and negative covenants, including a maximum debt to
capitalization ratio, a minimum interest coverage ratio, a limitation on liens
and a limitation on asset dispositions.
We have unsecured short-term borrowings with various institutions pursuant
to uncommitted lines of credit facilities and bid note arrangements. At March
31, 2000, we had $189.1 million in unsecured short-term borrowings outstanding
under these arrangements.
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CONVERTIBLE SUBORDINATED DEBENTURES
In November 1997, we completed a private placement of $402.5 million
principal amount of our 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027. The Debentures bear interest at an annual rate of 5% and
are convertible into Common Stock. The original conversion was at a price of $80
per share; however, under the terms of the Debentures, the conversion rate for
the Debentures was adjusted to $53.34 per share following our spin-off of Grant
Prideco. The adjustment factor for the conversion rate was based on the average
market price of our common stock on a pre-spin basis and the fair market value
of the Grant Prideco common stock distributed.
We have the right to redeem the Debentures at any time on or after November
4, 2000, at redemption prices provided for in the indenture agreement. The
Debentures are subordinated in right of payment of principal and interest to the
prior payment in full of certain existing and future senior indebtedness. We
also have the right to defer payments of interest on the Debentures by extending
the quarterly interest payment period on the Debentures for up to 20 consecutive
quarters at any time when we are not in default in the payment of interest.
7 1/4% SENIOR NOTES DUE 2006
We have outstanding $200.0 million of publicly traded 7 1/4% Senior Notes
due May 15, 2006. Interest on the 7 1/4% Senior Notes is payable semi-annually
on May 15 and November 15.
COMPRESSION FINANCING
Our Compression Services Division has entered into various sale and
leaseback arrangements where it has sold $256.8 million of compression units and
has a right to sell up to another $93.2 million of compression units. Under
these arrangements, legal title to the compression units are sold to third
parties and leased back to the division under a five-year operating lease with a
market-based purchase option.
As of December 31, 1999, our Compression Services Division had sold
compressors under these arrangements having appraised values and received cash
of $239.8 million. During the three months ended March 31, 2000, our Compression
Services Division sold additional compressors for which it received cash equal
to the appraised value of $17.0 million. The sales resulted in an additional
pretax deferred gain of approximately $3.9 million, which may be deferred until
the end of the lease.
Our Compression Services Division continues to review potential projects
for expansion of its operations both domestically and internationally. Depending
on the size of these projects, we expect that the financing of the projects will
be funded with the joint venture's cash flow from operations, proceeds from its
sale and leaseback arrangements or new project or similar type financings.
GRANT PRIDECO NOTE
In connection with our spin-off of Grant Prideco, we received from Grant
Prideco an unsecured subordinated note to us in the amount of $100.0 million.
The $100.0 million obligation to us bears interest at an annual rate equal to
10.0%. Interest payments are payable to us quarterly, and principal and all
unpaid interest is due no later than March 31, 2002. Under the terms of the
note, Grant Prideco is required to repay this note with the proceeds of any debt
or equity financing, excluding financing under a credit facility or any equity
issued in connection with a business combination. The indebtedness of Grant
Prideco to us is subordinated to the working capital obligations of Grant
Prideco to its banks. We understand that Grant Prideco currently intends to
repay the obligations within 12 months from the completion of the spin-off,
pursuant to an anticipated public or private debt financing. Grant Prideco's
ability to repay this indebtedness, and the timing thereof is subject to its
discretion and will be dependent upon market conditions.
CAPITAL EXPENDITURES
Our capital expenditures for property, plant and equipment for our
continuing operations during the three months ended March 31, 2000 were $39.0
million and primarily related to compression and other rental equipment, fishing
tools and tubular service equipment. Included within these capital expenditures
for the three months ended March 31, 2000 was $13.3 million for our Compression
Services Division which primarily related to our U.S. operations. Capital
expenditures for 2000 are expected to be approximately $110.0 million, excluding
capital expenditures for our compression operations that are financed by sale
and leaseback arrangements. Our depreciation expense during the first quarter
was $37.7 million. We currently expect depreciation for the year to be
approximately $200.0 million.
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Our compression operations are, by their nature, capital intensive and
require substantial investments in compressor units. Capital expenditures will
be based on contract needs and the timing of new projects entered into by our
compression joint venture. We expect that future capital investments will be
financed by our compression joint venture through debt, sale and leaseback
arrangements and other similar financing structures that are repaid from the
cash flows generated from the compressor units over the projected term of rental
of the equipment.
ACQUISITIONS
On January 12, 2000, our Compression Services Division acquired
Singapore-based GSI for a total of approximately $20.2 million. The acquisition
expands this division's platform of full service capabilities in the
Asia-Pacific and Middle Eastern markets. GSI's main business units include
compressor package rental, maintenance and service, and floating production
storage and offloading platforms. In addition to Singapore, GSI has service
locations in Indonesia and the United Arab Emirates.
During the three months ended March 31, 2000 we also completed two
acquisitions for our Artificial Lift Systems Division and another acquisition
for our Compression Services Division for total consideration of $5.2 million.
We also acquired a minority-held interest in one of our subsidiaries of our
Completion Systems Division for shares of our common stock valued at $4.8
million.
Some of our acquisitions have resulted in substantial goodwill associated
with their operations, including the addition of goodwill of approximately $30.3
million during the three months ended March 31, 2000, relating to our
acquisitions. The amortization expense for goodwill and other intangibles during
the three months ended March 31, 2000 was $10.7 million.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999 the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB No. 101"), Revenue Recognition, to provide
guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB No. 101, which is effective January 1, 2000, is required to be
applied by June 30, 2000. We are currently evaluating the impact of SAB No. 101,
but do not anticipate that application of this bulletin will have a material
impact on our financial position or results of operations.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. In June 1999, the FASB issued SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities-Deferral of the
Effective Date of SFAS No. 133, amending the effective date of SFAS No. 133 to
years beginning after June 15, 2000. We are currently evaluating the impact of
SFAS No. 133 on our consolidated financial statements.
EXPOSURES
INDUSTRY EXPOSURE
Substantially all of our customers are engaged in the energy industry. This
concentration of customers may impact our overall exposure to credit risk,
either positively or negatively, in that customers may be similarly affected by
changes in economic and industry conditions. Many of our customers have slowed
the payment of their accounts in light of recent industry conditions and others
have experienced greater financial difficulties in meeting their payment terms.
Recently, payment trends have improved. We perform ongoing credit evaluations of
our customers and do not generally require collateral in support of our trade
receivables. We maintain reserves for potential credit losses, and generally,
actual losses have historically been within our expectations.
LITIGATION AND ENVIRONMENTAL EXPOSURE
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. It is,
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however, possible that an unexpected judgment could be rendered against us in
cases in which we could be uninsured and beyond the amounts that we currently
have reserved or anticipate incurring for that matter.
We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim which would be likely to have a
material adverse effect on our business, it is always possible that an
environmental claim with respect to one or more of our current businesses or a
business or property that one of our predecessors owned or used could arise that
could involve the expenditure of a material amount of funds.
INTERNATIONAL EXPOSURE
Like most multinational oilfield service companies, we have operations in
certain international areas, including parts of the Middle East, North and West
Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States, that are inherently subject to risks of war, political
disruption, civil disturbance and policies that may:
o disrupt oil and gas exploration and production activities;
o restrict the movement of funds;
o lead to U.S. government or international sanctions; and
o limit access to markets for periods of time.
Historically, the economic impact of such disruptions has been temporary
and oil and gas exploration and production activities have resumed eventually in
relation to market forces. Certain areas, including the CIS, Algeria, Nigeria,
parts of the Middle East, the Asia-Pacific region and Latin America, have been
subjected to political disruption that has negatively impacted results of
operations following such events.
CURRENCY EXPOSURE
A single European currency ("the Euro") was introduced on January 1, 1999,
at which time the conversion rates between legacy currencies and the Euro were
set for 11 participating member countries. However, the legacy currencies in
those countries will continue to be used as legal tender through January 1,
2002. Thereafter, the legacy currencies will be canceled, and the Euro bills and
coins will be used in the 11 participating countries. We are currently
evaluating the effect of the Euro on our consolidated financial statements and
our business operations; however, we do not foresee that the transition to the
Euro will have a significant impact.
Approximately 45.9% of our net assets from continuing operations are
located outside the United States and are carried on our books in local
currencies. Changes in those currencies in relation to the U.S. dollar result in
translation adjustments which are reflected as accumulated other comprehensive
loss in the stockholders' equity section on our balance sheet. We recorded a
$10.3 million adjustment to our equity account for the three months ended March
31, 2000 primarily to reflect the net impact of the decline in European
currencies against the U.S. dollar.
FORWARD-LOOKING STATEMENTS
This report and our other filings with the Securities and Exchange
Commission and public releases contain statements relating to our future
results, including certain projections and business trends. We believe these
statements constitute "Forward-Looking Statements" as defined in the Private
Securities Litigation Reform Act of 1995.
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Certain risks and uncertainties may cause actual results to be materially
different from projected results contained in forward-looking statements in this
report and in our other disclosures. These risks and uncertainties include, but
are not limited to, the following:
A Downturn in Market Conditions Could Affect Projected Results. Any
unexpected material changes in oil and gas prices or other market trends
would likely affect the forward-looking information provided by us. Any
unexpected material changes in oil and gas prices or other market trends
that would impact drilling activity would likely affect the forward-looking
information contained in this report. The oil and gas industry is extremely
volatile and subject to change based on political and economic factors
outside our control.
Our estimates as to future results and industry trends are based on
assumptions regarding the future prices of oil and gas, the North American
and international rig counts and their effect on the demand and pricing of
our products and services. In analyzing the market and its impact on us for
2000, we have made the following assumptions:
o The recent increase in the price of oil will result in
improvements to our businesses in 2000, with the strongest
improvements expected to occur in the second half of 2000.
o Oil prices will average between $20 and $30 per barrel for West
Texas Intermediate crude.
o Average natural gas prices for 2000 will remain at or near their
current levels.
o World demand for oil will be up only slightly.
o Drilling activity will increase slightly beyond normal demand as
oil companies seek to replace and produce reserves that were not
replaced or produced in 1999.
o North American and international rig counts will improve, with
increases in the international rig count following the North
American rig count increase by around six months. In 2000, we
expect the average rig count for North America to be around 1,200
and the international rig count to average around 650.
o Pricing for many of our products and services should increase
steadily during the year. Pricing will be subject to market
conditions and continued pricing pressures in selected markets
and product lines.
o Demand for compression services will remain relatively flat for
the remainder of the year with improvements to be based on new
contracts.
o Future growth in the industry will be dependent on technological
advances that can reduce the costs of exploration and production,
and technological improvements in tools used for re-entry,
thru-tubing and extended reach drilling as well as artificial
lift technologies will be important to our future.
These assumptions are based on various macroeconomic factors, and
actual market conditions could vary materially from those assumed.
A Future Reduction in the Rig Count Could Adversely Affect the Demand
for Our Products and Services. Our operations were materially affected by
the decline in the rig count during 1998 and 1999. Although the North
American rig count has improved slightly from its historical low in 1999, a
decline in the North American and international rig counts would adversely
affect our results. Our forward-looking statements regarding our drilling
products assume an improvement in the rig count in 2000 and that there will
not be any material declines in the worldwide rig count, in particular the
domestic rig count. Our statements also assume an increase in the
international markets to occur by mid 2000.
Projected Cost Savings Could Be Insufficient. During 1998 and 1999, we
implemented a number of programs intended to reduce costs and align our
cost structure with the current market environment. Our forward-looking
statements regarding cost savings and their impact on our business assume
these measures will generate the savings expected. However, if the markets
continue to decline, additional actions may be necessary to achieve the
desired savings.
Weatherford's Success is Dependent upon Technological Advances. Our
ability to succeed with our long-term growth strategy is dependent in part
on the technological competitiveness of our product and service offerings.
A central aspect of our growth strategy is to enhance the technology of our
products and services, to expand the markets for many of our products
through the leverage of our worldwide infrastructure and to enter new
markets and expand in existing markets with technologically advanced
value-added products. Such technological advances include our underbalanced
drilling technology and our expandable sand screen technology. Our
forward-looking statements have assumed gradual growth from these new
products and services through 2000.
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Economic Downturn Could Adversely Affect Demand for Products and
Services. The economic downturn that began in Asia in 1997 affected the
economies in other regions of the world, including South America and the
former Soviet Union, and contributed to the decline in the price of oil and
the level of drilling activity. Although the economy in the United States
also has experienced one of its longest periods of growth in recent
history, the continued strength of the United States economy cannot be
assured. If the United States or European economies were to begin to
decline or if the economies of South America or Asia were to experience
further material problems, the demand and price for oil and gas and our
products and services could again adversely affect our revenues and income.
We have assumed that a worldwide recession or a material downturn in the
United States economy will not occur.
Currency Fluctuations Could Have a Material Adverse Financial Impact.
A material decline in currency rates in our markets could affect our future
results as well as affect the carrying values of our assets. World
currencies have been subject to much volatility. Our forward-looking
statements assume no material impact from changes in currencies.
Changes in Global Trade Policies Could Adversely Impact Operations.
Changes in global trade policies in our markets could impact our operations
in these markets. We have assumed that there will be no material changes in
global trading policies.
Unexpected Litigation and Legal Disputes Could Have a Material Adverse
Financial Impact. If we experience unexpected litigation or unexpected
results in our existing litigation having a material effect on results, the
accuracy of the forward-looking statements would be affected. Our
forward-looking statements assume that there will be no such unexpected
litigation or results.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the Securities and Exchange Commission. For additional information
regarding risks and uncertainties, see our other current year filings with the
Commission under the Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended. We will generally update our assumptions in
our filings as circumstances require.
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PART II. OTHER INFORMATION
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
During the quarter ended March 31, 2000, we issued an aggregate of 125,881
shares of our common stock as follows:
o On February 3, 2000, we issued 125,881 shares of our common stock
to the minority stockholders and phantom stockholder of SubTech
International, Inc. in connection with the acquisition by our
Completion Systems Division of their interest in SubTech.
These shares were issued in a transaction not involving a public offering
and were exempt from registration pursuant to Section 4(2) of the Securities Act
of 1933.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
*10.1 Employment Agreement with Mark E. Hopmann and Gary L. Warren.
*10.2 Amended and Restated Employment Agreement dated January 28, 2000
between Curtis W. Huff and Weatherford International, Inc.
*10.3 Amended and Restated Employment Agreement dated January 28, 2000
between Bruce F. Longaker and Weatherford International, Inc.
*10.4 Weatherford International, Inc. Executive Deferred Compensation
Stock Ownership Plan and related Trust Agreement.
*10.5 Weatherford International, Inc. Deferred Compensation Plan for
Non-Employee Directors.
*10.6 Amendment to Stock Option Programs.
10.7 Form of Amendment to Stock Option Agreements dated September 8,
1998 for Non-Employee Directors (incorporated by reference to
Exhibit 4.17 to the Registration Statement on Form S-8 (Reg. No.
333-36598)).
10.8 Form of Amendment to Warrant Agreement dated September 8, 1998
with Robert K. Moses Jr. (incorporated by reference to Exhibit
4.18 to the Registration Statement on Form S-8 (Reg. No.
333-36598)).
10.9 Distribution Agreement, dated as of March 22, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
(incorporated by reference to Exhibit 2.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (Reg. No.
333-35272)).
10.10 Subordinated Promissory Note to Weatherford International, Inc.
(incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (Reg. No.
333-35272)).
*10.11 Tax Allocation Agreement, dated as of April 14, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
*10.12 Transition Services Agreement, dated as of April 14, 2000
between Weatherford International, Inc. and Grant Prideco, Inc.
*10.13 Preferred Supplier Agreement, dated as of March 22, 2000 between
Weatherford International, Inc. and Grant Prideco, Inc.
*27.1 Financial Data Schedule
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* Filed herewith
(b) Reports on Form 8-K:
1) Current Report on Form 8-K dated March 6, 2000, announcing the record date
for the Company's proposed spin-off to stockholders of its Grant Prideco
drilling products division and the revised number of shares to be issued in
the spin-off.
2) Current Report on Form 8-K dated February 11, 2000, announcing the filing
by Grant Prideco of a registration statement in connection with the
spin-off and Grant Prideco's year end results.
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3) Current Report on Form 8-K dated January 31, 2000, announcing the Company's
earnings for the fourth quarter and year ended December 31, 1999, and
including the results of its Grant Prideco drilling products division as
discontinued operations.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Weatherford International, Inc.
By: /s/ Curtis W. Huff
----------------------------------
Curtis W. Huff
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/ Lisa W. Rodriguez
----------------------------------
Lisa W. Rodriguez
Controller
(Principal Accounting Officer)
Date: May 12, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
*10.1 Employment Agreement with Mark E. Hopmann and Gary L. Warren.
*10.2 Amended and Restated Employment Agreement dated January 28, 2000
between Curtis W. Huff and Weatherford International, Inc.
*10.3 Amended and Restated Employment Agreement dated January 28, 2000
between Bruce F. Longaker and Weatherford International, Inc.
*10.4 Weatherford International, Inc. Executive Deferred Compensation
Stock Ownership Plan and related Trust Agreement.
*10.5 Weatherford International, Inc. Deferred Compensation Plan for
Non-Employee Directors.
*10.6 Amendment to Stock Option Programs.
10.7 Form of Amendment to Stock Option Agreements dated September 8,
1998 for Non-Employee Directors (incorporated by reference to
Exhibit 4.17 to the Registration Statement on Form S-8 (Reg. No.
333-36598)).
10.8 Form of Amendment to Warrant Agreement dated September 8, 1998
with Robert K. Moses Jr. (incorporated by reference to Exhibit
4.18 to the Registration Statement on Form S-8 (Reg. No.
333-36598)).
10.9 Distribution Agreement, dated as of March 22, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
(incorporated by reference to Exhibit 2.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (Reg. No.
333-35272)).
10.10 Subordinated Promissory Note to Weatherford International, Inc.
(incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (Reg. No.
333-35272)).
*10.11 Tax Allocation Agreement, dated as of April 14, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
*10.12 Transition Services Agreement, dated as of April 14, 2000
between Weatherford International, Inc. and Grant Prideco, Inc.
*10.13 Preferred Supplier Agreement, dated as of March 22, 2000 between
Weatherford International, Inc. and Grant Prideco, Inc.
*27.1 Financial Data Schedule
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* Filed herewith