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 June 30, 2001
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)
<Table>
<Caption>
Delaware 04-2515019
-------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</Table>
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:
<Table>
<Caption>
Title of Class Outstanding at August 3, 2001
-------------- -----------------------------
Common Stock, par value $1.00 114,542,071
</Table>
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARES AND PAR VALUES)
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and Cash Equivalents ............................................. $ 38,116 $ 153,808
Accounts Receivable, Net of Allowance for Uncollectible
Accounts of $23,466 and $23,281, Respectively ....................... 556,326 498,663
Inventories ........................................................... 437,034 443,588
Other Current Assets .................................................. 153,250 145,528
----------- -----------
1,184,726 1,241,587
----------- -----------
Property, Plant and Equipment, Net ....................................... 888,462 973,025
Goodwill, Net ............................................................ 1,108,871 1,051,562
Equity Investments in Unconsolidated Affiliates .......................... 483,851 9,229
Other Assets ............................................................. 159,419 186,176
----------- -----------
$ 3,825,329 $ 3,461,579
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-Term Borrowings and Current Portion of Long-Term Debt ........... $ 391,014 $ 31,134
Accounts Payable ...................................................... 196,410 196,200
Other Current Liabilities ............................................. 273,620 235,382
----------- -----------
861,044 462,716
----------- -----------
Long-Term Debt ........................................................... 229,297 221,004
Zero Coupon Convertible Senior Debentures ................................ 516,809 509,172
Minority Interests ....................................................... 4,652 198,523
Deferred Tax Liability ................................................... 123,238 164,451
Other Liabilities ........................................................ 71,876 164,755
5% Convertible Subordinated Preferred
Equivalent Debentures ................................................. 402,500 402,500
Commitments and Contingencies
Stockholders' Equity:
Series A Preferred Stock, $1 Par Value, Authorized Zero Shares and
One Share, Issued Zero Shares and One Share, Respectively ........... -- --
Common Stock, $1 Par Value, Authorized 250,000,000 Shares,
Issued 126,170,870 and 121,955,723 Shares, Respectively ............. 126,171 121,956
Capital in Excess of Par Value ........................................ 1,794,662 1,594,060
Treasury Stock, Net ................................................... (305,130) (304,315)
Retained Earnings ..................................................... 153,345 53,399
Accumulated Other Comprehensive Loss .................................. (153,135) (126,642)
----------- -----------
1,615,913 1,338,458
----------- -----------
$ 3,825,329 $ 3,461,579
=========== ===========
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
1
3
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------------- --------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues:
Products ............................................ $ 241,864 $ 182,955 $ 475,738 $ 361,744
Services and Rentals ................................ 331,136 238,893 623,420 455,486
----------- ----------- ----------- -----------
573,000 421,848 1,099,158 817,230
Costs and Expenses:
Cost of Products .................................... 154,128 123,512 312,552 249,705
Cost of Services and Rentals ........................ 214,570 170,958 407,647 325,757
Selling, General and Administrative Attributable
to Segments ....................................... 91,796 84,211 176,946 163,184
Corporate General and Administrative ................ 9,947 9,231 19,666 17,809
Equity in Earnings of Unconsolidated Affiliates ..... (5,003) (949) (7,761) (1,783)
----------- ----------- ----------- -----------
Operating Income ......................................... 107,562 34,885 190,108 62,558
----------- ----------- ----------- -----------
Other Income (Expense):
Interest Income ..................................... 629 2,895 1,539 3,512
Interest Expense .................................... (18,353) (16,520) (33,644) (29,542)
Other, Net .......................................... 450 (409) 303 561
----------- ----------- ----------- -----------
Income Before Income Taxes
and Minority Interests .............................. 90,288 20,851 158,306 37,089
Provision for Income Taxes ............................... (33,408) (7,502) (57,894) (13,184)
----------- ----------- ----------- -----------
Income Before Minority Interests ......................... 56,880 13,349 100,412 23,905
Minority Interest Expense, Net of Taxes .................. (444) (145) (466) (708)
----------- ----------- ----------- -----------
Income from Continuing Operations ........................ 56,436 13,204 99,946 23,197
Loss from Discontinued Operations, Net of Taxes .......... -- -- -- (3,458)
----------- ----------- ----------- -----------
Net Income ............................................... $ 56,436 $ 13,204 $ 99,946 $ 19,739
=========== =========== =========== ===========
Basic Earnings (Loss) Per Share:
Income from Continuing Operations ................... $ 0.50 $ 0.12 $ 0.89 $ 0.21
Loss from Discontinued Operations ................... -- -- -- (0.03)
----------- ----------- ----------- -----------
Net Income Per Share ..................................... $ 0.50 $ 0.12 $ 0.89 $ 0.18
=========== =========== =========== ===========
Diluted Earnings (Loss) Per Share:
Income from Continuing Operations ................... $ 0.46 $ 0.12 $ 0.83 $ 0.21
Loss from Discontinued Operations ................... -- -- -- (0.03)
----------- ----------- ----------- -----------
Net Income Per Share ..................................... $ 0.46 $ 0.12 $ 0.83 $ 0.18
=========== =========== =========== ===========
Weighted Average Shares Outstanding:
Basic ............................................... 113,670 108,896 112,105 108,824
=========== =========== =========== ===========
Diluted ............................................. 135,547 112,905 130,198 112,111
=========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
2
4
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
SIX MONTHS
ENDED JUNE 30,
----------------------
2001 2000
--------- ---------
Cash Flows from Operating Activities:
Net Income ....................................................... $ 99,946 $ 19,739
Adjustments to Reconcile Net Income to Net Cash
Provided (Used) by Operating Activities:
Depreciation and Amortization ................................. 97,387 96,057
Loss from Discontinued Operations, Net of Taxes ............... -- 3,458
Deferred Income Tax Provision (Benefit) ....................... (4,743) 19,304
Gain on Sales of Property, Plant and Equipment ................ (6,142) (5,534)
Amortization of Original Issue Discount ....................... 7,637 --
Change in Operating Assets and Liabilities, Net of Effects
of Businesses Acquired ...................................... (151,267) (172,965)
--------- ---------
Net Cash Provided (Used) by Continuing Operations ........... 42,818 (39,941)
Net Cash Used by Discontinued Operations .................... -- (13,332)
--------- ---------
Net Cash Provided (Used) by Operating Activities ............ 42,818 (53,273)
--------- ---------
Cash Flows from Investing Activities:
Acquisition of Businesses, Net of Cash Acquired .................. (186,592) (67,698)
Capital Expenditures for Property, Plant and Equipment ........... (153,909) (86,684)
Acquisitions and Capital Expenditures of
Discontinued Operations ...................................... -- (5,056)
Acquisition of Minority Interest ................................. (206,500) --
Proceeds from Sales of Property, Plant and Equipment ............. 12,672 17,845
Proceeds from Sale and Leaseback of Equipment .................... -- 46,113
--------- ---------
Net Cash Used by Investing Activities ....................... (534,329) (95,480)
--------- ---------
Cash Flows from Financing Activities:
Borrowings (Repayments) on Short-Term Debt, Net .................. 377,073 (103,060)
Repayments of Long-Term Debt, Net ................................ (6,065) (5,871)
Issuance of Zero Coupon Convertible Senior Debentures, Net ....... -- 491,868
Proceeds from Exercise of Stock Options .......................... 7,115 5,001
Acquisition of Treasury Stock .................................... (2,304) (2,045)
Other, Net ....................................................... -- 216
--------- ---------
Net Cash Provided by Financing Activities ................... 375,819 386,109
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents ............... (115,692) 237,356
Cash and Cash Equivalents at Beginning of Period ................... 153,808 44,361
--------- ---------
Cash and Cash Equivalents at End of Period ......................... $ 38,116 $ 281,717
========= =========
Supplemental Cash Flow Information:
Interest Paid .................................................... $ 23,160 $ 31,649
Income Taxes Paid, Net of Refunds ................................ 37,822 10,220
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
3
5
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net Income ...................................... $ 56,436 $ 13,204 $ 99,946 $ 19,739
Other Comprehensive Loss:
Foreign Currency Translation Adjustment .... (9,468) (12,156) (29,338) (22,417)
-------- -------- -------- --------
Comprehensive Income (Loss) ..................... $ 46,968 $ 1,048 $ 70,608 $ (2,678)
======== ======== ======== ========
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
4
6
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. GENERAL
The consolidated condensed financial statements of Weatherford
International, Inc. (the "Company") 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 Company's Consolidated Condensed
Balance Sheet at June 30, 2001, Consolidated Condensed Statements of Income and
Consolidated Condensed Statements of Comprehensive Income (Loss) for the three
and six months ended June 30, 2001 and 2000, and Consolidated Condensed
Statements of Cash Flows for the six months ended June 30, 2001 and 2000.
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 Securities and Exchange Commission rules and regulations. These
financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 31, 2000 and notes thereto
included in the Company's Annual Report on Form 10-K. The results of operations
for the three and six month periods ended June 30, 2001 are not necessarily
indicative of the results expected for the full year.
Certain reclassifications of prior year balances have been made to conform
such amounts to corresponding current year classifications.
2. UNIVERSAL TRANSACTION
On February 9, 2001, the Company completed the merger of essentially all of
its Compression Services Division with and into a subsidiary of Universal
Compression Holdings, Inc. ("Universal") in exchange for 13.75 million shares of
Universal common stock, representing approximately 48 percent of Universal's
total outstanding shares. The Company retained part of the Compression Services
Division, including Singapore-based Gas Services International operations, which
is now consolidated within the Company's Artificial Lift Systems Division.
Concurrent with the merger, the Company paid GE Capital $206.5 million for its
36% ownership in the joint venture in which this division operated.
In connection with the merger, the Company de-consolidated the businesses
that merged with Universal and recorded its investment in Universal as Equity
Investments in Unconsolidated Affiliates on the accompanying Consolidated
Condensed Balance Sheet. Accordingly, the Company began recording its 48 percent
equity interest in Universal's results of operations, based on estimates
provided by Universal, as Equity in Earnings of Unconsolidated Affiliates on the
accompanying Consolidated Condensed Statements of Income. The difference between
the cost basis of the Company's investment in Universal and the Company's fair
value in the net assets of Universal is being amortized straight-line over 40
years through Equity in Earnings of Unconsolidated Affiliates.
5
7
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
As of December 31, 2000, the net assets of the Compression Services
Division, excluding the assets which the Company retained, were as follows, in
thousands:
<Table>
Assets:
Cash ........................................................... $ 3,118
Accounts Receivable, Net ....................................... 62,650
Inventory ...................................................... 77,059
Other Current Assets ........................................... 10,113
--------
Total Current Assets ........................................ 152,940
Property, Plant and Equipment, Net ............................. 281,622
Goodwill, Net .................................................. 166,720
Other Assets ................................................... 12,849
--------
Total Assets ................................................ $614,131
========
Liabilities:
Accounts Payable ............................................... $ 26,125
Short-Term Borrowings and Current Portion of Long-Term Debt .... 13,136
Other Current Liabilities ...................................... 21,048
--------
Total Current Liabilities ................................... 60,309
Long-Term Debt ................................................. 1,727
Minority Interest Liability .................................... 197,513
Deferred Income Taxes .......................................... 26,917
Other Liabilities .............................................. 95,538
--------
Total Liabilities .......................................... 382,004
--------
Net Assets ................................................. $232,127
========
</Table>
3. INVENTORIES
Inventories by category are as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
-------- ------------
(in thousands)
Raw materials, components and supplies ............... $128,633 $152,569
Work in process ...................................... 35,930 46,500
Finished goods ....................................... 272,471 244,519
-------- --------
$437,034 $443,588
======== ========
</Table>
Work in process and finished goods inventories include the cost of
material, labor and plant overhead.
6
8
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
4. BUSINESS COMBINATIONS
On April 19, 2001, the Company acquired Orwell Group plc ("Orwell") for
total consideration of approximately $262.1 million, consisting of 3.4 million
shares of the Company's common stock, $1.00 par value ("Common Stock") and $85.0
million of assumed debt which was paid in full immediately following the closing
of the transaction. Orwell is an international provider of oilfield services for
drilling, fishing, remediation and marine applications. This acquisition
increases the Company's share of the international markets and increases
capacity. Orwell's operations are being integrated into the Company's Drilling
and Intervention Services Division.
On March 12, 2001, the Company acquired the underbalanced drilling
businesses of Tesco Corporation for approximately $32.8 million of cash. The
assets acquired include integrated underbalanced drilling systems plus
stand-alone nitrogen generating units, pressure control units and other related
equipment, all of which provide needed capacity for the Company's Drilling and
Intervention Services Division's underbalanced services product line.
The Company also completed various other smaller acquisitions during the
six months ended June 30, 2001 for total consideration of approximately $83.0
million, of which $69.9 million was paid in cash and assumed debt and $13.1
million was paid in the form of shares of Common Stock.
The acquisitions discussed above were accounted for using the purchase
method of accounting; accordingly, the results of operations 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.
5. DISCONTINUED OPERATIONS
At the close of business on April 14, 2000 (the "Spin-off Date"), the
Company distributed shares of its wholly owned subsidiary Grant Prideco, Inc.
("Grant Prideco") to the holders of record of Common Stock as of March 23, 2000.
As a result, the accompanying Consolidated Condensed Statements of Income
reflect the results of operations for Grant Prideco through the Spin-off Date as
Loss from Discontinued Operations, Net of Taxes. The distribution of the net
assets of discontinued operations and the related accumulated other
comprehensive loss is reflected in the accompanying Consolidated Condensed
Balance Sheets as an adjustment to Retained Earnings.
Condensed results of Grant Prideco were as follows:
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2000 2000
-------------- --------------
(in thousands)
Revenues ............................................ $ 17,668 $ 124,813
--------- ---------
Loss before interest allocation and income taxes .... $ 184 $ (831)
Interest allocation ................................. -- (2,500)
Income tax (provision) benefit ...................... (49) 888
--------- ---------
Net income (loss) before Spin-off related costs ..... 135 (2,443)
Spin-off related costs, net of taxes ................ (135) (1,015)
--------- ---------
Net Loss ............................................ $ -- $ (3,458)
========= =========
</Table>
7
9
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
The Company purchases drill pipe and other related products from Grant
Prideco. The purchases made prior to the Spin-off Date have been eliminated in
the accompanying consolidated condensed financial statements. The purchases
eliminated for the six months ended June 30, 2000 were $6.8 million. These
purchases represent Grant Prideco's cost.
The results from discontinued operations for the six months ended June
30, 2000 include a management fee charged to Grant Prideco of $0.5 million. The
fee is based on the time devoted to Grant Prideco for accounting, tax, treasury
and risk management services.
Agreements Between the Company and Grant Prideco
The Company 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. As of June 30,
2001, the Company had $25.5 million remaining of the drill stem credit.
6. SHORT-TERM DEBT
In April 2001, the Company entered into a $250.0 million, three-year
multi-currency revolving credit facility, with commitment capacity of up to
$400.0 million. As of June 30, 2001, the Company had $162.3 million available
under this agreement. Amounts outstanding under this facility accrue interest at
a variable rate based on the borrower's applicable Eurocurrency rate and credit
ratings assigned to the Company by Standard and Poor's and Moody's Investor
Service. A commitment fee of 0.125% is payable quarterly on the unused portion
of the facility. The facility contains customary affirmative and negative
covenants, and it reflects the same covenant structure as the Company's existing
$250.0 million revolving credit agreement, dated May 1998, which remains in
effect.
The Company entered into a five-year unsecured credit agreement in May 1998
which 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 June 30, 2001, the Company had $121.9 million available
under this facility due to amounts outstanding and $40.0 million being used to
secure outstanding letters of credit. 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 to the Company by Standard and Poor's and
Moody's Investor Service, 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
June 30, 2001, the Company had $207.1 million in unsecured short-term borrowings
outstanding under these arrangements with interest rates ranging from 4.65% to
6.25%.
7. EARNINGS PER SHARE
Basic earnings per share for all periods presented equals net income
divided by the weighted average number of shares of Common Stock outstanding
during the period. Diluted earnings per share is computed by dividing net
income, as adjusted for the assumed conversion of dilutive debentures, by the
weighted average number of shares of Common Stock outstanding during the period
adjusted for the dilutive effect of the Company's stock option and restricted
stock plans and the incremental shares for the assumed conversion of dilutive
debentures.
8
10
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
Diluted earnings per share for the three and six months ended June 30, 2001
reflects the assumed conversion of the Company's Zero Coupon Convertible Senior
Debentures (the "Zero Coupon Debentures") and the Company's 5% Convertible
Subordinated Preferred Equivalent Debentures (the "Convertible Preferred
Debentures"), as the conversion of each in those periods would have been
dilutive. Net income for the dilutive earnings per share calculation is adjusted
to add back the amortization of original issue discount relating to the Zero
Coupon Debentures totaling $2.5 million and $5.0 million, net of taxes, for the
three and six months ended June 30, 2001, respectively, and interest on the
Convertible Preferred Debentures totaling $3.3 million, net of taxes, for the
three and six months ended June 30, 2001.
The following reconciles basic and diluted weighted average shares
outstanding:
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- -----------------
2001 2000 2001 2000
------- ------- ------- -------
(in thousands)
Basic weighted average shares
outstanding .......................... 113,670 108,896 112,105 108,824
Dilutive effect of stock option and
restricted stock plans ............... 5,234 4,009 5,223 3,287
Dilutive effect of Zero Coupon
Debentures ........................... 9,097 -- 9,097 --
Dilutive effect of Convertible Preferred
Debentures ........................... 7,546 -- 3,773 --
------- ------- ------- -------
Dilutive weighted average shares
outstanding .......................... 135,547 112,905 130,198 112,111
======= ======= ======= =======
</Table>
8. SUPPLEMENTAL CASH FLOW INFORMATION
The following summarizes investing activities relating to acquisitions
integrated into the Company's continuing operations for the periods shown:
<Table>
<Caption>
SIX MONTHS
ENDED JUNE 30,
----------------------
2001 2000
--------- ---------
(in thousands)
Fair value of assets, net of cash acquired ............ $ 226,449 $ 34,294
Goodwill .............................................. 228,912 64,443
Total liabilities, including minority interest ........ (78,507) (26,200)
Common Stock issued ................................... (190,262) (4,839)
--------- ---------
Cash consideration, net of cash acquired .............. $ 186,592 $ 67,698
========= =========
</Table>
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 divides its business segments into three separate groups as
defined by the chief operating decision maker: drilling and intervention
services, completion systems, and artificial lift systems. The Company also
historically operated a compression services segment. The amounts reported for
this segment include results up through February 9, 2001.
The Company's drilling and intervention services segment provides a wide
range of oilfield products and services, including fishing services, drilling
products, 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, expandable products,
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 historically packaged, rented
and sold parts and services for gas compressor units over a broad horsepower
range.
Financial information by industry segment for each of the three and six
months ended June 30, 2001 and 2000 is summarized below. The accounting policies
of the segments are the same as those of the Company.
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------------- --------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(in thousands)
Revenues from unaffiliated customers
Drilling and Intervention Services .... $ 336,857 $ 206,748 $ 619,561 $ 394,277
Completion Systems .................... 88,306 46,544 164,312 94,165
Artificial Lift Systems ............... 147,837 114,468 288,346 220,271
Compression Services .................. -- 54,088 26,939 108,517
----------- ----------- ----------- -----------
$ 573,000 $ 421,848 $ 1,099,158 $ 817,230
=========== =========== =========== ===========
EBITDA (a)
Drilling and Intervention Services .... $ 119,390 $ 62,987 $ 217,172 $ 119,006
Completion Systems .................... 14,357 1,751 25,585 3,087
Artificial Lift Systems ............... 27,245 15,325 50,024 29,364
Compression Services .................. -- 9,920 3,587 21,606
Corporate (b) ......................... (3,211) (7,455) (8,873) (14,448)
----------- ----------- ----------- -----------
$ 157,781 $ 82,528 $ 287,495 $ 158,615
=========== =========== =========== ===========
Depreciation and amortization
Drilling and Intervention Services .... $ 34,565 $ 24,983 $ 62,426 $ 50,992
Completion Systems .................... 6,996 6,146 13,947 12,597
Artificial Lift Systems ............... 6,925 6,493 13,798 12,514
Compression Services .................. -- 9,194 4,184 18,376
Corporate (b) ......................... 1,733 827 3,032 1,578
----------- ----------- ----------- -----------
$ 50,219 $ 47,643 $ 97,387 $ 96,057
=========== =========== =========== ===========
Operating income (loss)
Drilling and Intervention Services .... $ 84,825 $ 38,004 $ 154,746 $ 68,014
Completion Systems .................... 7,361 (4,395) 11,638 (9,510)
Artificial Lift Systems ............... 20,320 8,832 36,226 16,850
Compression Services .................. -- 726 (597) 3,230
Corporate (b) ......................... (4,944) (8,282) (11,905) (16,026)
----------- ----------- ----------- -----------
$ 107,562 $ 34,885 $ 190,108 $ 62,558
=========== =========== =========== ===========
</Table>
(a) The Company evaluates performance and allocates resources based on EBITDA,
which is calculated as operating income adding back depreciation and
amortization. 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 those
of another company.
(b) Includes Equity Earnings of Unconsolidated Affiliates.
10
12
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
As of June 30, 2001, total assets were $1,742.5 million for Drilling and
Intervention Services, $623.0 million for Completion Systems, $809.7 million for
Artificial Lift Systems and $650.1 million for Corporate.
As of December 31, 2000, total assets were $1,284.4 million for Drilling
and Intervention Services, $538.9 million for Completion Systems, $724.6 million
for Artificial Lift Systems, $614.1 million for Compression Services and $299.6
million for Corporate.
10. RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Intangible Assets." This statement establishes new accounting standards for
goodwill, recognition of intangibles and certain intangibles determined to have
an indefinite life. It continues to require the recognition of goodwill and
certain intangibles determined to have an indefinite life as assets but does not
permit their amortization as previously required. The statement also establishes
a new method of testing goodwill and intangibles determined to have an
indefinite life for impairment. It requires them to be tested for impairment
annually at a reporting unit level and written down against results of
operations in the periods in which the recorded value is greater than the market
value. This statement is effective for fiscal years beginning after December 15,
2001 except for goodwill and certain intangibles determined to have an
indefinite life acquired after June 30, 2001, which will be subject to the
nonamortization provisions of this statement immediately. The Company is
evaluating the impact of this statement's requirements on its financial position
and results of operations.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations." This
statement establishes accounting and reporting standards requiring that all
business combinations be accounted for using the purchase method of accounting.
This statement is effective for all business combinations initiated after June
30, 2001. The Company does not anticipate that the adoption of this statement
will have a material effect on its financial position or results of operations.
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities - a
replacement of FASB Statement No. 125." This statement revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but it carries over most of SFAS
No. 125's provisions without reconsideration. SFAS No. 140 is effective for
transfers and servicing of financial assets and extinguishments of liabilities
occurring after March 31, 2001. It is effective for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company adopted this standard in connection with its agreement to sell accounts
receivable (see Note 11). The adoption of this standard did not have a material
effect on the Company's financial position or results of operations.
In June 1998, the FASB issued SFAS No. 133, " Accounting for Derivative
Instruments and Hedging Activities". This statement establishes new accounting
and reporting standards requiring that all derivative instruments, including
derivative instruments embedded in other contracts, be recorded in the balance
sheet as either an asset or liability, depending on the rights or obligations
under the contracts, at its fair value. The statement requires that changes in
the derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. For a qualifying cash flow hedge, the changes
in fair value of the derivative instrument are initially recognized in other
comprehensive income and then are reclassified into earnings in the period that
the hedged transaction affects earnings. For a qualifying fair value hedge, the
changes in fair value of the derivative instrument are offset against the
corresponding changes for the hedged item through earnings. Such accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results of the hedged item in the income statement and requires that a company
formally document, designate and assess the effectiveness of transactions that
receive hedge accounting treatment. SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities", was issued in June 2000
and amends certain provisions of SFAS No. 133. The Company adopted SFAS No. 133
and SFAS No. 138 as of January 1, 2001 with no financial statement impact.
11
13
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
11. SUBSEQUENT EVENTS
In July 2001, the Company entered into an agreement with a financial
institution to securitize, on a continuous basis, an undivided interest in a
specific pool of the Company's domestic accounts receivables. Pursuant to this
agreement, the Company periodically sells certain trade accounts receivables to
a wholly-owned bankruptcy-remote subsidiary of the Company, W1 Receivables
("W1"). W1 was formed to purchase accounts receivables and, in turn, sell
participating interests in such accounts receivables to a financial institution.
That financial institution then purchases and receives ownership and security
interest in those receivables. In this transaction, the Company retained
servicing responsibilities and a subordinated interest in the receivables sold.
The Company's retained interest in the receivables pool is valued based on the
recoverable value which approximated book value. There is no recourse against
the Company for failure of debtors to pay when due, and the Company's retained
interest in the receivables pool is subordinate to the investors' interests. The
Company is permitted to securitize up to $150 million under this agreement. The
Company pays a program fee on participating interests at a variable rate based
on the commercial paper rate plus other fees. On July 3, 2001, the Company
received $127.6 million for purchased interests which was used to pay down
short-term debt.
In July 2001, the Company entered into an interest rate swap, which allowed
for the Company to swap the fixed rate interest on $100.0 million of its $200.0
million 7 1/4% Senior Notes, for a variable interest rate. The variable interest
rate is based on LIBOR and is priced in arrears. The interest rate swap expires
on May 15, 2006 along with the 7 1/4% Senior Notes.
12
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Our business is conducted through three principal operating divisions: (1)
Drilling and Intervention Services, (2) Completion Systems and (3) Artificial
Lift Systems. In addition to these operations, we historically operated a
Compression Services Division and a Drilling Products Division. In February
2001, we completed the merger of essentially all of our Compression Services
Division into a subsidiary of Universal Compression Holdings, Inc. in exchange
for 13.75 million shares of Universal common stock, or an approximate 48%
interest in Universal. On April 14, 2000, we distributed to our stockholders all
of the outstanding shares of Grant Prideco which held the operating assets used
in our Drilling Products Division. As a result of this distribution, our
Drilling Products Division is presented as discontinued operations in the
accompanying financial statements.
The following is a discussion of our results of operations for the three
and six months ended June 30, 2001 and 2000. 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,
2000 included in our Annual Report on Form 10-K, as amended by Form 10-K/A.
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 price of oil and natural gas.
Certain products and services, such as our fishing services, drilling products,
well installation services and well completion products and services, are
dependent on the level of exploration and development activity and particularly
on the completion phase of a well. Other products and services, such as our
artificial lift systems, are dependent on oil and gas production activity. We
currently estimate that around two-thirds of our continuing operations are
primarily reliant on drilling activity, with the remainder focused on production
and reservoir enhancement activity.
The following chart sets forth certain historical statistics that are
reflective of the market conditions in which we operate:
<Table>
<Caption>
HENRY HUB NORTH AMERICAN INTERNATIONAL
WTI OIL (1) GAS (2) RIG COUNT (3) RIG COUNT (3)
----------- --------- -------------- -------------
June 30, 2001 ........ $ 26.25 $ 3.096 1,565 756
December 31, 2000 .... 26.80 9.775 1,497 703
June 30, 2000 ........ 32.50 4.476 1,154 642
</Table>
(1) Price per barrel of West Texas Intermediate crude oil as of June 30 and
December 31 - Source: Applied Reasoning, Inc.
(2) Price per MM/BTU as of June 30 and December 31 - Source: Oil World
(3) Average rig count for the applicable month - Source: Baker Hughes Rig Count
The oil and gas industry has been subject to extreme volatility in the last
few years. During 2000, the price of oil increased as a result of supply and
demand imbalances created by reduced customer investment in oil and gas
development in 1998 and 1999 when oil and gas prices decreased and North
American and international rig count hit historical lows. Due to the supply and
demand imbalances that caused the increase in the price of oil and gas in 2000,
we experienced steady improvements in the demand for our products and services.
During 2001, we have continued to experience improvements in the demand for our
products and services as customer spending on exploration and production
activities has continued to grow.
13
15
Looking forward to the remainder of 2001 and 2002, we expect the growth of
the North American market to be flat or slightly lower in response to the
slowing growth in the U.S. economy and the recent decline in natural gas prices
from a high of $9.82 per mcf earlier in the year to a recent price of
approximately $3.00 per mcf. We expect continued improvements in the markets
outside North America. In general, we expect the markets to affect our
businesses as follows:
DRILLING AND INTERVENTION SERVICES. This division is expected to see
quarter on quarter improvements throughout the remainder of the year in both
revenues and profitability. We currently expect that the markets in the Eastern
Hemisphere and Latin America will experience sales improvements throughout the
rest of the year through volume and pricing initiatives. The outlook for the
North American market has become less clear. However, due to the decline in the
natural gas prices we expect a flat or possibly marginally declining market
segment through year-end and into 2002.
COMPLETION SYSTEMS. In 2001, we will complete our plan, which began in
2000, to increase our manufacturing capacity by approximately 50% over our
available capacity as of mid-2000. We will also continue to expand this
division's sales and service infrastructure worldwide. We expect to realize the
benefits of these initiatives in the second half of 2001 and in 2002. Operating
income generated by this division should continue to substantially exceed that
of comparable periods of 2000. However, in addition to reliance upon drilling
activity, the level of this division's contribution will be dependent on its
ability to meet market demand through increased manufacturing output and its
ability to successfully market its products, including its expandable products,
liner hangers and packer systems.
ARTIFICIAL LIFT SYSTEMS. We expect that our Artificial Lift Systems
Division will continue to see revenue improvements on a year on year basis in
North America and Latin America. It will benefit from any shift in priority that
our customers place on oil projects rather than natural gas projects in light of
the recent decline in natural gas. We believe we will experience continued
improvements in margins as a result of higher throughput in our plants and the
impact of price increases initiated throughout 2000.
Overall, the level of market improvements for our businesses in 2001 will
continue to be heavily dependent on the stability in the North American markets
and the timing and strength of the recovery outside North America. Although we
believe that the activity levels in the international markets are in the early
stages of recovery, the extent of the recovery is difficult to predict in light
of the volatile nature of our business. In addition, the continued strength of
the industry is uncertain and will be highly dependent on many external factors,
such as world economic conditions, member country compliance with Organization
of Petroleum Exporting Countries quotas and weather conditions. The extreme
volatility of our markets makes predictions regarding future results difficult.
14
16
RESULTS OF CONTINUING OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS
ENDED JUNE 30, 2000
The following charts contain selected financial data comparing our results
for the three months ended June 30, 2001 and June 30, 2000:
COMPARATIVE FINANCIAL DATA
<Table>
<Caption>
THREE MONTHS ENDED
JUNE 30,
--------------------
2001 2000
-------- --------
(in thousands,
except percentages
and per share data)
Revenues ......................................... $573,000 $421,848
Gross Profit ..................................... 204,302 127,378
Gross Profit % ................................... 35.7% 30.2%
Selling, General and Administrative Attributable
to Segments .................................... $ 91,796 $ 84,211
Corporate General and Administrative ............. 9,947 9,231
Operating Income ................................. 107,562 34,885
Net Income ....................................... 56,436 13,204
Net Income Excluding Goodwill Amortization, Net
of Taxes ....................................... 65,180 21,615
EBITDA (a) ....................................... 157,781 82,528
Net Income per Diluted Share ..................... 0.46 0.12
Net Income per Diluted Share Excluding Goodwill
Amortization, Net of Taxes ..................... 0.52 0.19
</Table>
(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, and net income. In addition, EBITDA
calculations by one company may not be comparable to those of another
company.
SALES BY GEOGRAPHIC REGION
<Table>
<Caption>
THREE MONTHS ENDED
JUNE 30,
------------------
2001 2000
------ ------
REGION: (a)
U.S ................................................. 45% 47%
Canada .............................................. 13 19
Europe .............................................. 13 9
Latin America ....................................... 11 9
Africa .............................................. 5 5
Middle East ......................................... 5 3
Asia ................................................ 8 8
--- ---
Total ........................................... 100% 100%
=== ===
</Table>
(a) Sales are based on the region of origination and do not reflect sales by
ultimate destination.
15
17
A discussion of our results for the three months ended June 30, 2001 as
compared to the three months ended June 30, 2000 follows:
o Second quarter 2001 consolidated revenues improved 56% over the second
quarter 2000, excluding the results of our Compression Services Division
that was merged into Universal Compression, as a result of improved market
conditions and our acquisitions. Our second quarter 2001 revenues in North
America were $102.9 million higher than they were in the second quarter of
2000. Excluding our current year acquisitions, our international revenues
increased 52% compared to an international rig count increase of 19%.
Notably, the most significant international improvements were in Latin
America and the Middle East.
o Our gross profit as a percentage of revenues increased 18% from the second
quarter of 2000 to the second quarter of 2001. Improved margins reflect
pricing initiatives and improved manufacturing efficiencies due to higher
throughput.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 22% in the second quarter of 2000 to 18% in the second
quarter of 2001. The decrease primarily reflects a higher revenue base,
partially offset by higher selling costs associated with the incremental
revenues.
o Operating income increased 208% from the second quarter of 2000 due to
improved volume, pricing and the market acceptance of our new technologies.
The acquisitions made by us during the latter half of 2000 and first half
of 2001 also contributed to the increase in operating income.
o Our effective tax rate for the second quarter of 2001 was 37%, compared to
36% for the second quarter 2000, due to increased profitability in foreign
jurisdictions where the statutory tax rate is greater than the U.S. tax
rate.
SEGMENT RESULTS
DRILLING AND INTERVENTION SERVICES
Our Drilling and Intervention Services Division continued to see
improvements in both revenues and operating income as this division benefited
from pricing initiatives, acquisitions and the higher North American and
international rig count. In April 2001, we acquired Orwell Group plc which is an
international provider of oilfield services for drilling, fishing, remediation
and marine applications. Excluding the impact of this acquisition, revenues
increased 51% over the second quarter of 2000 and 10% over the first quarter of
2001 while operating profit improved 115% and 17%, respectively.
All product lines and geographic regions experienced increased revenue when
compared to the second quarter of 2000. The product line reflecting the most
significant improvement in revenues was underbalanced services where revenues
more than doubled to $38.5 million. Excluding the results of Orwell, this
division's strongest geographic improvements were in North America and Latin
America.
The following chart sets forth data regarding the results of our Drilling
and Intervention Services Division for the second quarters of 2001 and 2000:
<Table>
<Caption>
THREE MONTHS ENDED
JUNE 30,
-----------------------
2001 2000
-------- --------
(in thousands,
except percentages)
Revenues ......................................... $336,857 $206,748
Gross Profit ..................................... 123,649 69,272
Gross Profit % ................................... 36.7% 33.5%
Selling, General and Administrative .............. $ 38,824 $ 31,268
Operating Income ................................. 84,825 38,004
EBITDA ........................................... 119,390 62,987
</Table>
16
18
A discussion of the results of our Drilling and Intervention Services
Division for the second quarter of 2001 compared to the second quarter of 2000
follows:
o Our North American revenues for the second quarter of 2001 improved by 57%
over the comparable period of 2000. Acquisitions, pricing initiatives and
an increase in the North American rig count contributed to these
improvements.
o Our international revenues, excluding Canada, increased 71% from the second
quarter of 2000 partially due to an international rig count increase of
19%. An increase of $11.5 million in underbalanced services international
revenues, pricing initiatives and our acquisition of Orwell were primary
contributors to the international growth.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 15% in the second quarter of 2000 to 12% in the second
quarter of 2001. The decrease primarily reflects a higher revenue base
partially offset by increased selling costs attributable to higher sales
and an increase of $1.3 million in goodwill and intangible amortization
expense.
o Operating income increased $46.8 million in the second quarter of 2001 as
compared to the second quarter of 2000 primarily due to improved market
conditions and pricing increases.
o Incremental EBITDA on incremental revenues was 43% reflecting substantial
returns on each dollar of additional revenues.
COMPLETION SYSTEMS
Our Completion Systems Division has shown strong quarterly improvements in
its operating results since its formation in 1999. Revenues increased 90% from
the second quarter of 2000 and 16% from the first quarter of 2001.
Geographically, the most improved regions were North America and Africa. On a
product line basis, the strongest growth from the second quarter of 2000 was in
expandable products and packers.
The following chart sets forth data regarding the results of our Completion
Systems Division for the second quarters of 2001 and 2000:
<Table>
<Caption>
THREE MONTHS ENDED
JUNE 30,
---------------------
2001 2000
-------- --------
(in thousands, except
percentages)
Revenues ............................... $ 88,306 $ 46,544
Gross Profit ........................... 24,343 9,288
Gross Profit % ......................... 27.6% 20.0%
Selling, General and Administrative .... $ 16,982 $ 13,683
Operating Income (Loss) ................ 7,361 (4,395)
EBITDA ................................. 14,357 1,751
</Table>
A discussion of the results of our Completion Systems Division for the
second quarter of 2001 compared to second quarter of 2000 follows:
o Revenues nearly doubled in the second quarter of 2001 as compared to the
second quarter of 2000. This significant improvement is primarily due to
acquisitions and market expansion. The use of our worldwide infrastructure
to expand into new markets contributed to a 98% increase in international
revenues. We have also benefited from the market acceptance of our new
technologies, particularly our expandable products, and our recently added
capacity.
o Gross profit as a percentage of revenues increased 38% primarily due to
pricing initiatives and improved manufacturing efficiencies.
o Selling, general and administrative expenses as a percentage of revenues
decreased from 29% in the second quarter of 2000 to 19% in the same period
in 2001. The decrease is primarily due to the higher revenue base,
partially offset by this division's initiatives to increase its worldwide
sales presence.
o Research and development expenses of this division were $4.3 million, or 5%
of revenues, for the second quarter of 2001 and $2.4 million, or 5% of
revenues, for the same period last year.
o Incremental EBITDA on incremental revenues was 30% demonstrating
outstanding growth for this division.
17
19
ARTIFICIAL LIFT SYSTEMS
Operating results from our Artificial Lift Systems Division are heavily
dependent on oil production activity. Revenues for this division increased 29%
from second quarter 2000 levels, despite a North American market dominated by
natural gas. This increase is primarily attributable to our U.S. and Latin
American markets. On a product line basis, our reciprocating rod lift showed the
greatest improvement over second quarter 2000.
The following chart sets forth data regarding the results of our Artificial
Lift Systems Division for the second quarters of 2001 and 2000:
<Table>
<Caption>
THREE MONTHS ENDED
JUNE 30,
---------------------
2001 2000
-------- --------
(in thousands, except
percentages)
Revenues ............................... $147,837 $114,468
Gross Profit ........................... 56,310 37,695
Gross Profit % ......................... 38.1% 32.9%
Selling, General and Administrative .... $ 35,990 $ 28,863
Operating Income ....................... 20,320 8,832
EBITDA ................................. 27,245 15,325
</Table>
A discussion of the results of our Artificial Lift Systems Division as
reflected above for the second quarter of 2001 compared to the second quarter of
2000 follows:
o The second quarter of 2001 experienced an increase in revenues of $33.4
million compared to the second quarter of 2000. Revenues in the U.S.
increased 57% due to pricing initiatives, increased volume and
acquisitions. The seasonal decline in Canada had a greater impact this year
which is reflected by a $3.8 million decrease in Canadian revenues as
compared to last year. Latin America showed the greatest increase in
international revenues of 41%.
o Gross profit as a percentage of revenues increased by 16% from the
comparable period in 2000 primarily due to pricing and improved
manufacturing productivity and utilization.
o Operating income as a percentage of revenues improved to 14% for the second
quarter of 2001 from 8% for the second quarter of 2000 as a result of cost
reductions and a higher revenue base.
o Incremental EBITDA on incremental revenues was 36% demonstrating this
division's continued progress in a market dominated by natural gas.
18
20
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000
The following charts contain selected financial data comparing our results
for the six months ended June 30, 2001 and June 30, 2000:
COMPARATIVE FINANCIAL DATA
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
------------------------
2001 2000
---------- ----------
(in thousands,
except percentages
and per share data)
Revenues ........................................... $1,099,158 $ 817,230
Gross Profit ....................................... 378,959 241,768
Gross Profit % ..................................... 34.5% 29.6%
Selling, General and Administrative
Attributable to Segments ......................... $ 176,946 $ 163,184
Corporate General and Administrative ............... 19,666 17,809
Operating Income ................................... 190,108 62,558
Income from Continuing Operations .................. 99,946 23,197
Income from Continuing Operations Excluding
Goodwill Amortization, Net of Taxes .............. 117,023 39,650
EBITDA ............................................. 287,495 158,615
Income per Diluted Share from Continuing
Operations ....................................... 0.83 0.21
Income per Diluted Share from Continuing
Operations Excluding Goodwill Amortization,
Net of Taxes ..................................... 0.96 0.35
</Table>
SALES BY GEOGRAPHIC REGION
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
----------------
2001 2000
---- ----
REGION: (a)
U.S. ..................................................... 45% 46%
Canada ................................................... 16 21
Europe ................................................... 11 9
Latin America ............................................ 11 9
Africa ................................................... 5 5
Middle East .............................................. 4 3
Asia ..................................................... 8 7
--- ---
Total ................................................ 100% 100%
=== ===
</Table>
(a) Sales are based on the region of origination and do not reflect sales by
ultimate destination.
A discussion of our results for the six months ended June 30, 2001 compared
to the six months ended June 30, 2000 follows:
o Consolidated revenues for the first six months of 2001, excluding our
historical compression results, improved 51% over the same period of 2000.
Revenues in North America increased $190.0 million, while international
revenues, excluding our current year acquisitions, increased $143.3
million.
o Gross profit as a percentage of revenues increased 17%, primarily due to
pricing and manufacturing improvements.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 22% in the first six months of 2000 to 18% for the same
period of 2001 primarily due to a higher revenue base.
o Incremental operating income as a percentage of incremental revenues was
45%.
o Our effective tax rate for the six months ended June 30, 2001 was 37%,
compared to 36% for the same period of 2000, due to increased profitability
in foreign jurisdictions where the statutory rate is greater than the U.S.
tax rate.
19
21
SEGMENT RESULTS
DRILLING AND INTERVENTION SERVICES
The following chart sets forth data regarding the results of our Drilling
and Intervention Services Division for the six months ended June 30, 2001 and
2000:
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
--------------------
2001 2000
-------- --------
(in thousands,
except percentages)
Revenues ............................... $619,561 $394,277
Gross Profit ........................... 225,879 128,258
Gross Profit % ......................... 36.5% 32.5%
Selling, General and Administrative .... $ 71,133 $ 60,244
Operating Income ....................... 154,746 68,014
EBITDA ................................. 217,172 119,006
</Table>
A discussion of the results of our Drilling and Intervention Services
Division for the six months ended June 30, 2001 compared to the six months ended
June 30, 2000 follows:
o Our North American revenues for the first six months of 2001 improved by
54% over the comparable period of 2000. Pricing initiatives and a 36%
increase in the North American rig count contributed to these improvements.
Our international revenues, excluding Orwell, were up 47% compared to an
international rig count increase of 23%.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 15% in the first half of 2000 to 11% in the first half of
2001 due to higher revenue base partially offset by higher selling costs,
goodwill and intangible and a $1.5 million increase in amortization
expense.
o Operating income increased $86.7 million in the six months ended June 30,
2001 as compared to the same period of 2000 primarily due to improved
market conditions and our acquisitions.
o Incremental EBITDA as a percentage of incremental revenues was 44%.
COMPLETION SYSTEMS
The following chart sets forth data regarding the results of our Completion
Systems Division for the six months ended June 30, 2001 and 2000:
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
--------------------
2001 2000
-------- --------
(in thousands,
except percentages)
Revenues ............................... $164,312 $ 94,165
Gross Profit ........................... 45,217 17,949
Gross Profit % ......................... 27.5% 19.1%
Selling, General and Administrative .... $ 33,579 $ 27,459
Operating Income (Loss) ................ 11,638 (9,510)
EBITDA ................................. 25,585 3,087
</Table>
20
22
A discussion of the results of our Completion Systems Division for the six
months ended June 30, 2001 compared to six months ended June 30, 2000 follows:
o Revenues increased by 74% compared to the first half of 2000, with North
American revenues increasing 72% and international revenues increasing 77%.
o Gross profit as a percentage of revenues increased 44% primarily due to
pricing initiatives and higher throughput in our manufacturing facilities.
o Selling, general and administrative expenses as a percentage of revenues
decreased from 29% in the first half of 2000 to 20% in the same period in
2001 primarily due to increased revenues partially offset by costs
associated with our efforts to expand our sales presence.
o Operating income increased $21.1 million from a loss position last year of
$9.5 million. Incremental operating income on incremental revenues was 30%.
ARTIFICIAL LIFT SYSTEMS
The following chart sets forth data regarding the results of our Artificial
Lift Systems Division for the six months ended June 30, 2001 and 2000.
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
--------------------
2001 2000
-------- --------
(in thousands,
except percentages)
Revenues ............................... $288,346 $220,271
Gross Profit ........................... 103,909 72,709
Gross Profit % ......................... 36.0% 33.0%
Selling, General and Administrative .... $ 67,683 $ 55,859
Operating Income ....................... 36,226 16,850
EBITDA ................................. 50,024 29,364
</Table>
A discussion of the results of our Artificial Lift Systems Division as
reflected above for the six months ended June 30, 2001 compared to the six
months ended June 30, 2000 follows:
o The first half of 2001 experienced an increase in revenues of 31% compared
to the first half of 2000. Excluding 2001 acquisitions, revenues in North
America increased $24.6 million and international revenues increased $29.0
million. This division currently earns 26% of its revenues internationally,
whereas two years ago the division had almost no international revenues.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 25% in the six months ended June 30, 2000 to 23% in the same
period of 2001 due to higher revenue base partially offset by higher
selling costs incurred to support increased revenues.
o Operating income increased by $19.4 million compared to the first half of
2000. Incremental operating income on incremental revenues was 28%.
COMPRESSION SERVICES
On February 9, 2001, we completed the merger of essentially all of our
Compression Services Division into a subsidiary of Universal in exchange for
13.75 million shares of Universal common stock, which approximates 48% of
Universal's outstanding shares. During the period up to the merger date, the
Compression Services Division contributed $26.9 million of revenues, $3.6
million of EBITDA and an operating loss of $0.6 million to our consolidated
results. Subsequent to the merger date we began recording equity in earnings of
unconsolidated affiliates based on our portion of Universal's net income. The
compression businesses that were not included in the merger have been combined
with our Artificial Lift Systems Division.
DISCONTINUED OPERATIONS
Our discontinued operations consist of our Grant Prideco drilling products
division which was spun-off to our stockholders in April 2000. We had a loss
from discontinued operations, net of taxes, for the six months ended June 30,
2000 of $3.5 million. Included in the loss is $1.0 million of transaction costs,
net of taxes.
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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, 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.
As of June 30, 2001, our cash and cash equivalents were $38.1 million, a
net decrease of $115.7 million from December 31, 2000, which was primarily
attributable to the following:
o Payment to GE Capital for the acquisition of its minority interest in our
Compression Services Division of $206.5 million.
o Capital expenditures of property, plant and equipment from continuing
operations of $153.9 million, including $5.7 million for our Compression
Services Division.
o Acquisition of new businesses of approximately $186.6 million in cash, net
of cash acquired.
o Cash inflows from operating activities associated with our continuing
operations of $42.8 million.
o Borrowings, net of repayments, on long-term debt and short-term facilities
of $371.0 million.
In July 2001, we sold certain domestic trade receivables in a
securitization transaction. The proceeds from the sale of $127.6 million were
used to reduce short-term debt.
BANKING FACILITIES
In April 2001, we entered into a $250.0 million, three-year multi-currency
revolving credit facility, with commitment capacity of up to $400.0 million. As
of June 30, 2001, $162.3 million was available under this credit facility.
Amounts outstanding under the facility accrue interest at a variable rate based
on the borrower's applicable Eurocurrency rate and credit ratings assigned to us
by Standard and Poor's and Moody's Investor Service. A commitment fee of 0.125%
is payable quarterly on the unused portion of the facility. The facility
contains customary affirmative and negative covenants, and it reflects the same
covenant structure as our existing $250.0 million revolving credit agreement,
dated May 1998, which remains in effect.
We have 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
June 30, 2001, $121.9 million was available under this facility due to amounts
outstanding and $40.0 million was used to secure outstanding letters of credit.
Borrowings under this 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 to us by
Standard and Poor's and Moody's Investor Service, is payable quarterly on the
unused portion of the facility. 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 also have unsecured short-term borrowings with various institutions
pursuant to uncommitted facilities and bid note arrangements. At June 30, 2001,
we had $207.1 million in unsecured short-term borrowings outstanding under these
arrangements with interest rates ranging from 4.65% to 6.25%.
ZERO COUPON CONVERTIBLE SENIOR DEBENTURES
On June 30, 2000, we completed the private placement of $910 million face
amount of our Zero Coupon Debentures. These Debentures were issued at $501.6
million providing the holders with an annual 3% yield to maturity. As of June
30, 2001, the amount recorded on our balance sheet was $516.8 million, net of
original issue discount.
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Holders may convert the Zero Coupon Debentures into shares of our common
stock at any time before maturity at a conversion rate of 9.9970 shares per
$1,000 principal amount at maturity or an initial conversion price of $55.1425
per share of common stock. The effective conversion price will increase as the
accreted value of the Zero Coupon Debentures increases. We may redeem the Zero
Coupon Debentures on or after June 30, 2005 at the accreted discounted amount at
the time of redemption as provided for in the indenture agreement. The holders
also may require us to repurchase the Zero Coupon Debentures on June 30, 2005,
June 30, 2010, and June 30, 2015 at the accreted discounted amount at the time
of redemption.
CONVERTIBLE PREFERRED 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 Convertible Preferred 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 Convertible
Preferred Debentures, the conversion rate was adjusted to $53.34 per share
following our spin-off of Grant Prideco.
We have the right to redeem the Convertible Preferred Debentures at any
time at redemption prices provided for in the indenture agreement. The
Convertible Preferred 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 Convertible Preferred Debentures by extending the quarterly interest
payment period 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. On July 10, 2001, we entered into an interest rate
swap to swap the fixed rate interest on $100.0 million of the 7 1/4% Senior
Notes for a variable interest rate. The variable interest rate is based on LIBOR
and is priced in arrears. The interest rate swap expires on May 15, 2006 along
with the Senior Notes.
CAPITAL EXPENDITURES
Our capital expenditures for property, plant and equipment for our
continuing operations during the six months ended June 30, 2001 were $153.9
million and primarily related to our new technologies, rental equipment, fishing
tools and tubular service equipment. Capital expenditures for 2001 are expected
to be approximately $220.0 million. Our depreciation expense during the first
half of 2001 was $76.9 million.
ACQUISITIONS
On April 19, 2001, we acquired Orwell for total consideration of
approximately $262.1 million, consisting of 3.4 million shares of our common
stock and $85.0 million of assumed debt which was paid in full immediately
following the closing of the transaction. Orwell is based in Aberdeen, Scotland
and is an international provider of oilfield services for drilling, fishing,
remediation and marine applications. This acquisition increases our share of the
international markets and increases capacity. These operations are being
integrated into our Drilling and Intervention Services Division.
On March 12, 2001, we acquired the underbalanced drilling businesses of
Tesco Corporation for approximately $32.8 million of cash. The assets acquired
include integrated underbalanced drilling systems plus stand-alone nitrogen
generating units, pressure control units and other related equipment, all of
which provide needed capacity for our Drilling and Intervention Services
Division's rapidly-growing underbalanced services product line.
During the six months ended June 30, 2001, we also completed various other
acquisitions for total consideration of $83.0 million.
Some of our acquisitions have resulted in substantial goodwill associated
with their operations, including the addition of goodwill of approximately
$228.9 million during the six months ended June 30, 2001. The amortization
expense for goodwill and other intangibles during the six months ended June 30,
2001 was $20.5 million.
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NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Intangible Assets." This statement establishes new accounting standards for
goodwill, recognition of intangibles and certain intangibles determined to have
an indefinite life. It continues to require the recognition of goodwill and
certain intangibles determined to have an indefinite life as assets but does not
permit their amortization as previously required. The statement also establishes
a new method of testing goodwill and intangibles determined to have an
indefinite life for impairment. It requires them to be tested for impairment
annually at a reporting unit level and written down against results of
operations in the periods in which the recorded value is more than the market
value. This statement is effective for fiscal years beginning after December 15,
2001, except for goodwill and certain intangibles determined to have an
indefinite life acquired after June 30, 2001 which will be subject to the
nonamortization provisions of this statement immediately. We are evaluating the
impact of this statement's requirements on our financial position and results
of operations.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations." This
statement establishes accounting and reporting standards requiring that all
business combinations be accounted for using the purchase method of accounting.
This statement is effective for all business combinations initiated after June
30, 2001. We do not anticipate that the adoption of this statement will have a
material effect on our financial position or results of operations.
In September 2000, the FASB issued No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a replacement
of FASB Statement No. 125." This Statement revises the standards for accounting
for securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of SFAS No. 125's
provisions without reconsideration. SFAS No. 140 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001. It is effective for recognition and reclassification of
collateral and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000. We adopted this
standard in connection with our agreement to sell accounts receivable. The
adoption of this standard did not have a material effect on our financial
position or results of operations.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". This statement
establishes new accounting and reporting standards requiring that all derivative
instruments, including derivative instruments embedded in other contracts, be
recorded in the balance sheet as either an asset or liability, depending on the
rights or obligations under the contracts, at its fair value. The statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. For a qualifying
cash flow hedge, the changes in fair value of the derivative instrument are
initially recognized in other comprehensive income and then are reclassified
into earnings in the period the hedge transaction affects earnings. For a
qualifying fair value hedge, the changes in fair value of the derivative
instrument are offset against the corresponding changes for the hedged item
through earnings. Such accounting for qualifying hedges allows a derivative's
gain and losses to offset related results of the hedged item in the income
statement and requires that a company formally document, designate and assess
the effectiveness of transactions that receive hedge accounting treatment. SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities," was issued in June 2000 and amends certain provisions of SFAS No.
133. We adopted SFAS No. 133 and SFAS No. 138 as of January 1, 2001, with no
financial statement impact.
EXPOSURES
INDUSTRY EXPOSURE
Almost all of our customers operate 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. 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,
historically, actual losses have 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
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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,
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.
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 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 30% 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 $29.3 million
adjustment to our equity account for the six months ended June 30, 2001
primarily to reflect the net impact of the decline in European currencies
against the U.S. dollar. We recognize remeasurement and transactional gains and
losses on currencies in our Consolidated Condensed Statements of Income.
FORWARD-LOOKING STATEMENTS
This report and our other filings with the Securities and Exchange
Commission and our releases issued to the public contain various 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.
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
material changes in oil and gas supply and demand balance, oil and gas
prices or other market trends would affect our results and would likely
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affect the forward-looking information provided by us. The oil and gas
industry is extremely volatile and subject to change based on political and
economic factors outside our control.
A Future Reduction in the Rig Count Could Adversely Affect the Demand
for Our Products and Services. A material decline in the North American and
international rig counts would adversely affect our results. Our
forward-looking statements regarding our drilling products and services
assume an improvement in the international rig count in 2001 and 2002 and
that no material declines in the worldwide rig count, in particular the
domestic rig count, will occur. Our statements also assume continued
increase in the international markets during 2001 and 2002.
Our Manufacturing Improvements. We have recently taken steps to
increase our manufacturing capacity and reduce manufacturing costs in our
European completion operations through the addition of equipment and the
consolidation of facilities. These activities are still ongoing. We were
adversely affected by the relocation of manufacturing operations in our
Completion Systems Division in 2000. Our forward-looking statements assume
that the manufacturing expansion and consolidation will be completed
without any further material disruptions. If there are any additional
disruptions or excess costs associated with the manufacturing changes, the
results of our Completion Systems Division could be adversely affected.
Our Capacity Constraints. Our forward-looking information assumes that
we will have sufficient manufacturing capacity and personnel to address
demand increases that we expect, as noted above. To the extent there are
limitations on capacity or personnel in areas in which the markets are
improving, our growth could be limited or our costs could increase due to
the need to meet demand through outside sources or due to higher wages.
Our Integration of Acquisitions. During 2000 and 2001, we consummated,
or agreed to consummate, various acquisitions of product lines and
businesses. The success of these acquisitions will be dependent on our
ability to integrate these product lines and businesses with our existing
businesses and eliminate duplicative costs. We incur various duplicative
costs during the integration of the operations of acquired businesses into
our businesses. Our forward-looking statements assume the successful
integration of the operations of the acquired businesses and their
contribution to our income during 2001. We have also assumed that our
compression business will be successfully consolidated with Universal's and
the estimated $20 million in cost savings and other synergies will be
realized in 2001. Integration of acquisitions is something that cannot
occur in the short term and that requires constant effort at the local
level to be successful. Accordingly, there can be no assurance as to the
ultimate success of these integration efforts.
Our Technological Advances. Our ability to succeed with our long-term
growth strategy is dependent in part on the technological competitiveness
of our products and services. 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. These technological advances
include our underbalanced drilling technology, our expandable sand screen
technology, our rotary expansion systems and our recently added
multilateral technology. Our forward-looking statements have assumed above
average growth from these new products and services through 2001 and 2002.
Economic Downturn Could Adversely Affect Demand for Products and
Services. Although the economy in the United States has experienced one of
its longest periods of growth in recent history, the continued strength of
the United States economy cannot be assured. In fact, the United States and
many foreign economies are currently experiencing a slowdown in growth. If
the United States or European economies were to stall or decline, the
resulting lower demand and lower prices for oil and gas could 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 future 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.
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Unexpected Litigation and Legal Disputes Could Have a Material Adverse
Financial Impact. If we experience unexpected litigation or unexpected
results in our existing litigation that have a material effect on our
financial 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
No interim reporting required.
PART II. OTHER INFORMATION
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
During the quarter ended June 30, 2001, we issued an aggregate of 3,614,222
shares of Common Stock as follows:
o On April 19, 2001, we issued 3,387,317 shares of Common Stock to the
shareholders of Orwell Group plc in connection with the acquisition by our
Drilling and Intervention Services Division of Orwell Group.
o On May 31, 2001, we issued 226,905 shares of Common Stock to the
shareholders of Specialty Machine & Supply, LLC in connection with the
acquisition by our Completion Systems Division of Specialty Machine.
These shares were issued in transactions not involving a public offering
and were exempt from registration pursuant to Section 4(2) of the Securities Act
of 1933.
On April 20, 2001, we redeemed and cancelled the one share of Series A
Preferred Stock, $1.00 par value (the "Series A"), pursuant to the Certificate
of Designation of Series A Preferred Stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Stockholders held on June 5, 2001, the
stockholders of the Company approved the election of eight directors to serve
until the next annual meeting of stockholders. There were no broker non-votes.
The following sets forth the results of the voting with respect to such matter.
<Table>
<Caption>
Election of Directors For Withheld/Against Abstained
--------------------- ----------- ---------------- ---------
Philip Burguieres.............. 87,036,899 13,504,934 --
David J. Butters............... 87,568,888 12,972,945 --
Bernard J. Duroc-Danner........ 98,555,542 1,986,291 --
Sheldon B. Lubar............... 99,501,943 1,039,890 --
William E. Macaulay............ 100,435,857 105,976 --
Robert B. Millard.............. 100,436,436 105,397 --
Robert K. Moses, Jr............ 100,282,240 259,593 --
Robert A. Rayne................ 100,433,571 108,262 --
</Table>
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
+4.1 Sale Agreement dated July 2, 2001, among Weatherford Artificial Lift
Systems, Inc., Weatherford U.S., L.P. and each of their U.S.
affiliates who become Originators, as Sellers, and W1 Receivables,
L.P., as Purchaser.
+4.2 Purchase Agreement dated July 2, 2001, among W1 Receivables, L.P., as
Seller, Weatherford International, Inc., as Servicer, and Jupiter
Securitization Corporation and Bank One, NA (Main Office Chicago), as
Agents.
4.3 Credit Agreement dated April 26, 2001, among Weatherford Eurasia
Limited, Weatherford Eurasia B.V., Bank One, NA, as Administrative
Agent and Lender, The Royal Bank of Scotland plc, as Documentation
Agent and Lender, Royal Bank of Canada, as Syndication Agent and
Lender, Banc One Capital Markets, Inc., as Lead Arranger and Sole Book
Runner, and the other lenders defined therein (incorporated by
reference to Exhibit 4.4 to the Registrant's Registration Statement on
Form S-3 (Reg. No. 333-60648) filed on May 10, 2001).
10.1 Registration Rights Agreement dated April 19, 2001, among Weatherford
U.K. Limited, Weatherford International, Inc. and the stockholders
listed therein (incorporated by reference to Exhibit 4.13 to the
Registrant's Registration Statement on Form S-3 (Reg. No. 333-60648)
filed on May 10, 2001).
10.2 Sale and Purchase Agreement dated February 24, 2001, among Weatherford
U.K. Limited, 3i Group plc, Ian Alexander Suttie and Others and
Weatherford International, Inc., as amended by Letter Agreement dated
April 19, 2001 (incorporated by reference to Exhibit 4.12 to the
Registrant's Registration Statement on Form S-3 (Reg. No. 333-60648)
filed on May 10, 2001).
</Table>
- ----------
+ Filed herewith.
(b) Reports on Form 8-K:
1) Current Report on Form 8-K dated April 19, 2001, announcing the
Company's earnings for the quarter ended March 31, 2001 and the
acquisition of Orwell Group plc.
2) Current Report on Form 8-K/A dated April 11, 2001, amending and
restating Item 7 of the Company's Form 8-K dated February 9,
2001.
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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/ Bernard J. Duroc-Danner
--------------------------------------------
Bernard J. Duroc-Danner
Chief Executive Officer, Chairman of the
Board and Director
(Principal Executive Officer)
/s/ Lisa W. Rodriguez
--------------------------------------------
Lisa W. Rodriguez
Vice President, Finance and Accounting
(Principal Financial and Accounting Officer)
Date: August 10, 2001
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
+4.1 Sale Agreement dated July 2, 2001, among Weatherford Artificial Lift
Systems, Inc., Weatherford U.S., L.P. and each of their U.S.
affiliates who become Originators, as Sellers, and W1 Receivables,
L.P., as Purchaser.
+4.2 Purchase Agreement dated July 2, 2001, among W1 Receivables, L.P., as
Seller, Weatherford International, Inc., as Servicer, and Jupiter
Securitization Corporation and Bank One, NA (Main Office Chicago), as
Agents.
4.3 Credit Agreement dated April 26, 2001, among Weatherford Eurasia
Limited, Weatherford Eurasia B.V., Bank One, NA, as Administrative
Agent and Lender, The Royal Bank of Scotland plc, as Documentation
Agent and Lender, Royal Bank of Canada, as Syndication Agent and
Lender, Banc One Capital Markets, Inc., as Lead Arranger and Sole Book
Runner, and the other lenders defined therein (incorporated by
reference to Exhibit 4.4 to the Registrant's Registration Statement on
Form S-3 (Reg. No. 333-60648) filed on May 10, 2001).
10.1 Registration Rights Agreement dated April 19, 2001, among Weatherford
U.K. Limited, Weatherford International, Inc. and the stockholders
listed therein (incorporated by reference to Exhibit 4.13 to the
Registrant's Registration Statement on Form S-3 (Reg. No. 333-60648)
filed on May 10, 2001).
10.2 Sale and Purchase Agreement dated February 24, 2001, among Weatherford
U.K. Limited, 3i Group plc, Ian Alexander Suttie and Others and
Weatherford International, Inc., as amended by Letter Agreement dated
April 19, 2001 (incorporated by reference to Exhibit 4.12 to the
Registrant's Registration Statement on Form S-3 (Reg. No. 333-60648)
filed on May 10, 2001).
</Table>
- ----------
+ Filed herewith.
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