1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 0-7265
EVI, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 04-2515019
- - - - - - - - - - - - - - - ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Post Oak Park, Houston, Texas 77027-3415
- - - - - - - - - - - - - - - -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(713) 297-8400
------------------------------------------------
(Registrant's telephone number, include area code)
NONE
- - - - - - - - - - - - - - - -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
----- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Title of Class Outstanding at May 2, 1997
-------------- --------------------------
Common Stock, par value $1.00 22,825,600 *
* Number of shares outstanding at May 2, 1997 is prior to the Registrant's
two-for-one stock split described further herein.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EVI, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
1997 1996
-------------- -------------
ASSETS (in thousands)
CURRENT ASSETS:
Cash and Cash Equivalents............................................. $ 103,994 $ 223,966
Accounts Receivable, Net of Allowance for Uncollectible
Accounts of $863,000 at March 31, 1997 and $583,000
at December 31, 1996............................................... 150,185 119,152
Inventories........................................................... 175,321 157,631
Other Current Assets.................................................. 60,520 57,932
-------------- -------------
490,020 558,681
-------------- -------------
PROPERTY, PLANT AND EQUIPMENT, AT COST,
NET OF ACCUMULATED DEPRECIATION....................................... 181,076 172,724
GOODWILL, NET............................................................... 121,849 102,474
OTHER ASSETS................................................................ 18,039 18,964
-------------- -------------
$ 810,984 $ 852,843
============== =============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Short-Term Borrowings, Primarily Under Revolving Lines
of Credit.......................................................... $ 7,687 $ 4,451
Current Maturities of Long-Term Debt.................................. 4,391 3,622
Accounts Payable...................................................... 85,917 80,783
Current Tax Liabilities............................................... 25,963 81,916
Other Accrued Liabilities............................................. 52,832 62,354
-------------- -------------
176,790 233,126
-------------- -------------
LONG-TERM DEBT.............................................................. 126,511 126,710
DEFERRED INCOME TAXES AND OTHER............................................. 39,881 38,923
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' INVESTMENT:
Common Stock.......................................................... 45,930 45,930
Capital in Excess of Par Value........................................ 258,721 258,721
Retained Earnings..................................................... 172,678 158,333
Cumulative Foreign Currency Translation Adjustment.................... (8,712) (8,712)
Treasury Stock, at Cost............................................... (2,994) (2,569)
Unrealized Gain on Marketable Securities.............................. 2,179 2,381
-------------- -------------
467,802 454,084
-------------- -------------
$ 810,984 $ 852,843
============== =============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
(All share and per share amounts adjusted for 1997 stock split)
2
3
EVI, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three Months
Ended March 31,
-----------------------------
1997 1996
----------- -----------
(in thousands, except per share amounts)
REVENUES ....................................................... $ 164,640 $ 90,326
----------- -----------
COSTS AND EXPENSES:
Cost of Sales.............................................. 123,013 69,290
Selling, General and Administrative Attributable
to Segments............................................ 17,311 11,495
Corporate General and Administrative....................... 1,721 1,364
----------- -----------
OPERATING INCOME................................................ 22,595 8,177
----------- -----------
OTHER INCOME (EXPENSE):
Interest Income............................................ 2,579 29
Interest Expense........................................... (3,669) (3,828)
Other, Net................................................. 735 (154)
----------- ----------
INCOME BEFORE INCOME TAXES...................................... 22,240 4,224
PROVISION FOR INCOME TAXES...................................... 7,895 1,477
----------- -----------
INCOME FROM CONTINUING OPERATIONS............................... 14,345 2,747
INCOME FROM DISCONTINUED OPERATIONS,
NET OF TAXES.............................................. -- 1,600
----------- -----------
NET INCOME...................................................... $ 14,345 $ 4,347
=========== ===========
EARNINGS PER SHARE:
Income From Continuing Operations.......................... $ 0.31 $ 0.08
Income From Discontinued Operations........................ -- 0.04
----------- -----------
Net Income................................................. $ 0.31 $ 0.12
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ..................... 45,672 36,842
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
(All share and per share amounts adjusted for 1997 stock split)
3
4
EVI, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months
Ended March 31,
-----------------------------------
1997 1996
---------- ---------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income......................................................... $ 14,345 $ 4,347
Adjustments to Reconcile Net Income to Net Cash
Used by Operations:
Depreciation and Amortization............................... 5,512 3,351
Net Income from Discontinued Operations..................... -- (1,600)
Oil Country Tubular Ltd. Deposit............................ -- (8,000)
Deferred Income Tax Provision (Benefit) from
Continuing Operations..................................... 1,826 (7)
Change in Operating Assets and Liabilities, Net of Effects
of Businesses Acquired................................... (43,732) (3,648)
---------- ---------
Net Cash Used by Continuing Operations.......................... (22,049) (5,557)
Net Cash Provided by Discontinued Operations.................... -- 4,021
---------- ---------
Net Cash Used by Operating Activities........................... (22,049) (1,536)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Income Taxes Paid on Gain on Disposal of Discontinued
Operations...................................................... (62,808) --
Capital Expenditures of Discontinued Operations.................... -- (4,027)
Acquisition of Businesses, Net of Cash Acquired.................... (30,179) (608)
Capital Expenditures for Property, Plant and Equipment............. (7,271) (3,243)
Other, Net......................................................... 92 45
---------- ---------
Net Cash Used by Investing Activities........................... (100,166) (7,833)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings Under Revolving Lines of Credit, Net.................... 3,904 13,222
Repayments on Term Debt, Net....................................... (1,246) (2,118)
Other, Net......................................................... (425) 121
---------- ---------
Net Cash Provided by Financing Activities....................... 2,233 11,225
---------- ---------
EFFECT OF TRANSLATION ADJUSTMENT ON CASH................................. 10 6
---------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................... (119,972) 1,862
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......................... 223,966 2,885
---------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............................... $ 103,994 $ 4,747
========== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid...................................................... $ 6,479 $ 6,760
Income Taxes Paid, Net of Refunds.................................. $ 63,379 $ 641
The accompanying notes are an integral part of these consolidated
condensed financial statements.
4
5
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(1) General
The unaudited consolidated condensed financial statements included herein
have been prepared by EVI, Inc., formerly Energy Ventures, Inc., (the
"Company") pursuant to the rules and regulations of the Securities and Exchange
Commission. These financial statements reflect all adjustments, consisting only
of normal recurring adjustments, which the Company considers necessary for the
fair presentation of such financial statements for the interim periods
presented. Although the Company believes that the disclosures in these
financial statements are adequate to make the interim information presented not
misleading, certain information relating to the Company's organization and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted in this Form 10-Q pursuant to such rules and regulations. These
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996. The results of operations for the
three month period ended March 31, 1997 are not necessarily indicative of the
results expected for the full year.
(2) Stock Split and Name Change
At the Company's annual shareholders meeting on May 6, 1997, the
shareholders approved a two-for-one stock split of the Company's common stock,
$1.00 par value (the "Common Stock"), through a stock dividend and related
amendment to the Company's Restated Certificate of Incorporation that increased
the number of authorized shares of the Company's Common Stock from 40 million
shares to 80 million shares. The record date for the two-for-one stock split
was May 12, 1997. As a result of the stock split, all stock and per share data
contained herein have been restated to reflect the effect of the two-for-one
stock split. The shareholders of the Company also approved the proposed
amendment to the Company's Restated Certificate of Incorporation to change the
name of the Company to "EVI, Inc."
(3) Inventories
Inventories by category are as follows:
March 31, December 31,
1997 1996
--------- ----------
(in thousands)
Raw materials and components.......... $ 98,650 $ 97,613
Work in process....................... 32,711 20,889
Finished goods........................ 43,960 39,129
--------- ----------
$ 175,321 $ 157,631
========= ==========
Work in process and finished goods inventories include the cost of
material, labor and plant overhead.
(4) Acquisitions
On March 14, 1997, the Company acquired the assets of Griffin Legrand
("Griffin") for total cash consideration of approximately $21 million. Griffin
Legrand, based in Calgary, Canada, designs, manufactures and markets
progressing cavity pumps and conventional pumping units.
On February 13, 1997, the Company acquired the assets of Anbert Cilindros
S.A.I.C. ("Anbert"), an Argentina based sucker rod business, for total
consideration of approximately $8 million.
The allocations of the purchase price to the fair market values of the
net assets acquired in the 1997 acquisitions are based on preliminary estimates
of the fair market value and may be revised when additional information
concerning asset and liability valuations is obtained.
5
6
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(4) Acquisitions - (Continued)
On December 10, 1996, the Company acquired the assets of Arrow Completion
Systems ("Arrow") for total cash consideration of approximately $21 million.
The allocation of the purchase price to the fair market value of the net assets
acquired in the Arrow acquisition is subject to revision as the purchase price
is subject to adjustment pending the resolution of certain asset valuations
which must be agreed to by the buyer and seller. The Company believes the
ultimate resolution to the cost of the acquisition will not have a material
impact on the assets acquired or the Company's results of operations as a
result of such revision.
On August 5, 1996, the Company acquired Tubular Corporation of America,
Inc. ("TCA") for approximately 500,000 shares of Common Stock, $14.35 million
in cash, a $650,000 note and assumed debt of approximately $15 million.
The acquisitions discussed above were accounted for using the purchase
method of accounting, and their results of operations are included in the
Consolidated Condensed Statements of Income from the respective dates of
acquisition.
The following presents the consolidated financial information for the
Company on a pro forma basis assuming the TCA acquisition and the July 1996
equity offering of 6.9 million shares (pre-split 3.45 million shares) of Common
Stock had occurred on January 1, 1996. The pro forma information presented also
includes the May 1, 1997 acquisition of GulfMark International, Inc.,
("GulfMark") as further described in Note 10, as if this acquisition had
occurred on January 1, 1996. All other 1996 and 1997 acquisitions are not
material individually nor in the aggregate with same year acquisitions,
therefore, pro forma information is not presented. The pro forma information
set forth below is not necessarily indicative of the results that actually
would have been achieved had such transactions been consummated as of January
1, 1996, or that may be achieved in the future.
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Revenues................................................. $ 165,458 $ 103,328
Net income from continuing operations.................... $ 14,229 $ 3,473
Net income............................................... $ 14,229 $ 5,073
Earnings per common share from continuing operations..... $ 0.31 $ 0.08
(5) Long-Term Debt
On March 24, 1994, the Company sold pursuant to a private placement $120
million of 10.25% Senior Notes due 2004. In July 1994, substantially all of
these notes were exchanged for a substantially identical series of 10.25%
Senior Notes due 2004 with semi-annual interest payments in March and
September. Both issues of Senior Notes were issued pursuant to the terms of an
Indenture dated March 15, 1994. Certain subsidiaries of the Company have
unconditionally guaranteed the Company's obligations under the Senior Notes.
See Note 11.
(6) Plant Closures
In the first quarter of 1997, the Company consolidated its packer
manufacturing in Texas into its newly acquired Arrow facility in Huntsville,
Texas. In connection with this action, the Company closed its manufacturing
facility in Arlington, Texas. In the first quarter of 1997, the Company charged
$180,000 for severance and termination costs previously accrued in the fourth
quarter of 1996.
6
7
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(6) Plant Closures - (Continued)
The Company is in the final stages of closing its Bastrop, Texas tool
joint manufacturing facility. In the first quarter of 1997, the Company charged
$525,000 in severance and termination costs previously accrued in the fourth
quarter of 1996 as part of the closing of the facility.
(7) Discontinued Operations
On November 11, 1996, the Company completed the sale of its contract
drilling segment which was comprised of the Mallard contract drilling division
("Mallard Division") to Parker Drilling Company ("Parker").
The results of operations for the Mallard Division are reflected in the
accompanying Consolidated Condensed Statements of Income as "Discontinued
Operations, Net of Taxes" and the Company's consolidated condensed financial
statements for prior periods have been restated. Condensed results of the
Mallard Division discontinued operations were as follows:
THREE MONTHS
ENDED
MARCH 31, 1996
---------------
(IN THOUSANDS)
Revenues............................................. $ 19,716
------------
Income before income taxes........................... 2,462
Provision for income taxes........................... 862
------------
Net income........................................... $ 1,600
============
(8) Planned Accounting Change
In 1996 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 128 ("SFAS No. 128"), Earnings
per Share ("EPS"), which replaces primary earnings per share with basic
earnings per share and requires dual presentation of basic and diluted earnings
per share. The Company will adopt SFAS No. 128 in the fourth quarter of fiscal
1997. Pro forma basic and diluted net income per share for the three months
ended March 31, 1997 and 1996 is set forth below:
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
--------------- ---------------
Pro forma basic EPS................ $ 0.31 $ 0.12
Pro forma diluted EPS.............. $ 0.31 $ 0.12
(9) Reclassifications and Restatements
Certain reclassifications of prior period balances have been made to
conform such amounts to corresponding March 31, 1997 classifications. The
consolidated condensed financial statements have been restated to reflect the
sale of the Company's Mallard Division on November 11, 1996.
(10) Subsequent Events
In April 1997, the Company sold its investment in Parker common stock
pursuant to a public offering effected by Parker. The net proceeds received by
the Company were approximately $23 million.
On April 14, 1997, the Company acquired TA Industries, Inc. ("TA"), a
manufacturer of premium couplings and premium accessories, for total
consideration, including assumed debt, of approximately $64 million.
7
8
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(10) Subsequent Events - (Continued)
On May 1, 1997, the Company acquired GulfMark pursuant to a merger in
which approximately 4.4 million shares (pre-split 2.2 million shares) of the
Company's Common Stock were issued to the stockholders of GulfMark. Prior to
the merger, GulfMark effected a spin-off to its stockholders of its marine
transportation services business. The retained assets of GulfMark that were
acquired by the Company in this transaction consisted of approximately 4.4
million shares (pre-split 2.2 million shares) of the Company's Common Stock, an
erosion control company and certain other miscellaneous assets.
(11) Condensed Consolidating Financial Statements
The $120 million Senior Notes which are described in Note 5 are
unconditionally guaranteed on a joint and several basis by certain subsidiaries
of the Company. Accordingly, the following condensed consolidating balance
sheets as of March 31, 1997 and December 31, 1996, and the related condensed
consolidating statements of income and cash flows for the three month periods
ended March 31, 1997 and 1996 have been provided. The condensed consolidating
financial statements herein are followed by notes which are an integral part of
these statements.
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 1997
(IN THOUSANDS)
NON-
PARENT GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
------ ---------- ---------- -------------------------
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents............ $ 98,809 $ 2,457 $ 2,728 $ -- $103,994
Other Current Assets................. 40,106 250,488 95,432 -- 386,026
---------- --------- ---------- ---------- --------
138,915 252,945 98,160 -- 490,020
---------- --------- ---------- ---------- --------
PROPERTY, PLANT AND EQUIPMENT,
AT COST, NET OF ACCUMULATED
DEPRECIATION......................... 198 123,586 57,292 -- 181,076
INTERCOMPANY AND INVESTMENT
IN SUBSIDIARIES, NET................. 486,319 (263,298) (124,797) (98,224) --
OTHER ASSETS............................ 3,650 84,710 51,528 -- 139,888
---------- --------- ---------- ---------- --------
$ 629,082 $ 197,943 $ 82,183 $ (98,224) $810,984
========== ========= ========== ========== ========
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
CURRENT LIABILITIES:
Short-Term Borrowings................ $ -- $ -- $ 7,687 $ -- $ 7,687
Current Maturities of Long-Term Debt. -- 1,689 2,702 -- 4,391
Accounts Payable and Other Accrued
Liabilities........................ 26,049 92,793 45,870 -- 164,712
---------- --------- ---------- ---------- --------
26,049 94,482 56,259 -- 176,790
---------- --------- ---------- ---------- --------
LONG-TERM DEBT.......................... 120,000 3,622 2,889 -- 126,511
DEFERRED INCOME TAXES AND OTHER......... 15,231 19,812 4,838 -- 39,881
---------- --------- ---------- ---------- --------
STOCKHOLDERS' INVESTMENT................ 467,802 80,027 18,197 (98,224) 467,802
---------- --------- ---------- ----------- --------
$ 629,082 $ 197,943 $ 82,183 $ (98,224) $810,984
========== ========= ========== ========== ========
8
9
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(11) Condensed Consolidating Financial Statements - (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(IN THOUSANDS)
NON-
PARENT GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ---------- ------------ ------------
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents........... $ 221,275 $ 1,625 $ 1,066 $ -- $ 223,966
Other Current Assets................ 40,694 233,862 60,159 -- 334,715
--------- --------- --------- ----------- ---------
261,969 235,487 61,225 -- 558,681
--------- --------- --------- ----------- ---------
PROPERTY, PLANT AND EQUIPMENT,
AT COST, NET OF ACCUMULATED
DEPRECIATION........................ 144 124,804 47,776 -- 172,724
INTERCOMPANY AND INVESTMENT
IN SUBSIDIARIES, NET................ 412,287 (241,456) (87,064) (83,767) --
OTHER ASSETS........................... 5,850 84,322 31,266 -- 121,438
--------- --------- --------- ----------- ---------
$ 680,250 $ 203,157 $ 53,203 $ (83,767) $ 852,843
========= ========= ========= ============ =========
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
CURRENT LIABILITIES:
Short-Term Borrowings............... $ -- $ -- $ 4,451 $ -- $ 4,451
Current Maturities of Long-Term Debt -- 1,883 1,739 -- 3,622
Accounts Payable and Other Accrued
Liabilities...................... 89,692 107,712 27,649 -- 225,053
--------- --------- --------- ----------- ---------
89,692 109,595 33,839 -- 233,126
--------- --------- --------- ----------- ---------
LONG-TERM DEBT......................... 120,000 3,895 2,815 -- 126,710
DEFERRED INCOME TAXES AND OTHER........ 16,474 18,707 3,742 -- 38,923
--------- --------- --------- ----------- ---------
STOCKHOLDERS' INVESTMENT............... 454,084 70,960 12,807 (83,767) 454,084
--------- --------- --------- ------------ ---------
$ 680,250 $ 203,157 $ 53,203 $ (83,767) $ 852,843
========= ========= ========= ============ =========
9
10
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(11) Condensed Consolidating Financial Statements - (Continued)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
NON-
PARENT GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ---------- ------------ ------------
REVENUES.................................. $ -- $ 116,720 $ 47,920 $ -- $ 164,640
COSTS AND EXPENSES........................ 1,721 102,287 38,037 -- 142,045
--------- --------- ---------- ----------- ---------
OPERATING INCOME (LOSS)................... (1,721) 14,433 9,883 -- 22,595
--------- --------- ---------- ----------- ---------
OTHER INCOME (EXPENSE)
Interest Expense....................... (1,905) (598) (1,166) -- (3,669)
Equity in Subsidiaries, Net of Taxes... 14,510 -- -- (14,510) --
Other, Net............................. 3,372 560 (618) -- 3,314
--------- --------- ---------- ----------- ---------
INCOME BEFORE INCOME TAXES................ 14,256 14,395 8,099 (14,510) 22,240
PROVISION (BENEFIT) FOR INCOME TAXES...... (89) 5,273 2,711 -- 7,895
--------- --------- ---------- ----------- ---------
NET INCOME................................ $ 14,345 $ 9,122 $ 5,388 $ (14,510) $ 14,345
========= ========= ========== =========== =========
CONDENSED CONSOLIDATING STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS)
NON-
PARENT GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ---------- ------------ ------------
REVENUES.................................. $ -- $ 70,836 $ 19,490 $ -- $ 90,326
COSTS AND EXPENSES........................ 1,364 65,878 14,907 -- 82,149
--------- --------- ---------- ----------- ---------
OPERATING INCOME (LOSS)................... (1,364) 4,958 4,583 -- 8,177
--------- --------- ---------- ----------- ---------
OTHER INCOME (EXPENSE)
Interest Expense....................... (3,329) (501) 2 -- (3,828)
Equity in Subsidiaries, Net of Taxes... 6,393 -- -- (6,393) --
Other, Net........................... 9 (38) (96) -- (125)
--------- --------- ---------- ----------- ---------
INCOME BEFORE INCOME TAXES................ 1,709 4,419 4,489 (6,393) 4,224
PROVISION (BENEFIT) FOR INCOME TAXES...... (2,638) 2,469 1,646 -- 1,477
--------- --------- ---------- ----------- ---------
INCOME FROM CONTINUING OPERATIONS......... 4,347 1,950 2,843 (6,393) 2,747
INCOME FROM DISCONTINUED OPERATIONS,
NET OF TAXES........................... -- 1,602 (2) -- 1,600
--------- --------- ---------- ----------- ---------
NET INCOME................................ $ 4,347 $ 3,552 $ 2,841 $ (6,393) $ 4,347
========= ========= ========== =========== =========
10
11
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(11) Condensed Consolidating Financial Statements - (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
NON-
PARENT GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
---------- ---------- ----------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income............................ $ 14,345 $ 9,122 $ 5,388 $ (14,510) $ 14,345
Equity in Earnings of Subsidiaries.... (14,510) -- -- 14,510 --
Other Adjustments and Changes......... (2,760) (24,747) (8,887) -- (36,394)
---------- ---------- ----------- ---------- ------------
Net Cash Used by Operating
Activities......................... (2,925) (15,625) (3,499) -- (22,049)
---------- ---------- ----------- ---------- ------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Income Taxes Paid on Disposal of
Discontinued Operations............. (62,808) -- -- -- (62,808)
Acquisition of Businesses, Net of Cash
Acquired............................ -- -- (30,179) -- (30,179)
Capital Expenditures for Property,
Plant and Equipment................. (72) (4,352) (2,847) -- (7,271)
Other, Net............................ -- 18 74 -- 92
--------- --------- ---------- ---------- -----------
Net Cash Used by Investing
Activities........................ (62,880) (4,334) (32,952) -- (100,166)
--------- --------- ---------- ---------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Borrowings Under Revolving Lines of
Credit, Net......................... -- -- 3,904 -- 3,904
Repayments on Term Debt, Net.......... -- (565) (681) -- (1,246)
(Increase) Decrease in amounts due to
and from Subsidiaries, Net......... (56,236) 21,356 34,880 -- --
Other, Net............................ (425) -- -- -- (425)
---------- --------- ---------- ---------- ------------
Net Cash Provided (Used) by
Financing Activities.............. (56,661) 20,791 38,103 -- 2,233
---------- --------- ---------- ---------- -----------
Effect of Translation Adjustment on
Cash................................... -- -- 10 -- 10
--------- --------- ---------- ---------- -----------
Net Increase (Decrease) in Cash and Cash
Equivalents........................... (122,466) 832 1,662 -- (119,972)
Cash and Cash Equivalents at Beginning of
Period................................ 221,275 1,625 1,066 -- 223,966
--------- --------- ---------- ---------- -----------
Cash and Cash Equivalents at End of
Period ............................... $ 98,809 $ 2,457 $ 2,728 $ -- $ 103,994
========= ========= ========== ========== ===========
11
12
EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(11) Condensed Consolidating Financial Statements - (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS)
NON-
PARENT GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ---------- ------------ -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income............................ $ 4,347 $ 3,552 $ 2,841 $ (6,393) $ 4,347
Net (Income) Loss from Discontinued
Operations.......................... -- (1,602) 2 -- (1,600)
Equity in Earnings of Subsidiaries.... (6,393) -- -- 6,393 --
Other Adjustments and Changes......... (5,813) (1,079) (1,412) -- (8,304)
---------- ---------- ----------- ---------- ------------
Net Cash Provided (Used) by
Continuing Operations.............. (7,859) 871 1,431 -- (5,557)
Net Cash Provided by Discontinued
Operations........................ -- 3,868 153 -- 4,021
--------- --------- ---------- ---------- -----------
Net Cash Provided (Used) by
Operating Activities.............. (7,859) 4,739 1,584 -- (1,536)
--------- --------- ---------- ---------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital Expenditures of Discontinued
Operations.......................... -- (4,027) -- -- (4,027)
Acquisition of Businesses, Net of Cash
Acquired............................ -- (608) -- -- (608)
Capital Expenditures for Property,
Plant and Equipment................. (33) (1,393) (1,817) -- (3,243)
Other, Net............................ -- 41 4 -- 45
--------- --------- ---------- ---------- -----------
Net Cash Used by Investing
Activities......................... (33) (5,987) (1,813) -- (7,833)
--------- --------- ---------- ---------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Borrowings (Repayments) Under Revolving
Lines of Credit, Net................ -- 13,427 (205) -- 13,222
Repayments on Term Debt............... -- (2,027) (91) -- (2,118)
(Increase) Decrease in amounts due to
and from Subsidiaries, Net.......... 7,318 (7,935) 617 -- --
Other, Net............................ 120 -- 1 -- 121
--------- --------- ---------- ---------- -----------
Net Cash Provided by Financing
Activities........................ 7,438 3,465 322 -- 11,225
--------- --------- ---------- ---------- -----------
Effect of Translation Adjustment on
Cash................................... -- -- 6 -- 6
--------- --------- ---------- ---------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents...................... (454) 2,217 99 -- 1,862
Cash and Cash Equivalents at Beginning
of Period............................. 532 1,492 861 -- 2,885
--------- --------- ---------- ---------- -----------
Cash and Cash Equivalents at End of
Period................................ $ 78 $ 3,709 $ 960 $ -- $ 4,747
========= ========= ========== ========== ===========
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EVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(11) Condensed Consolidating Financial Statements - (Continued)
A. SIGNIFICANT ACCOUNTING POLICIES
Reclassifications and Restatements
Certain reclassifications of prior year balances have been made to conform
such amounts to corresponding March 31, 1997 classifications. The Condensed
Consolidating Financial Statements have been restated to reflect the sale of
the Company's Mallard Division on November 11, 1996.
Elimination Entries
Revenues and related Cost of Sales by individual category have been
presented net of intercompany transactions.
B. OTHER
Notes 1 through 10 should be read in conjunction with the Condensed
Consolidating Financial Statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
EVI, Inc., formerly Energy Ventures Inc. (the "Company"), is an
international manufacturer and supplier of oilfield equipment. The Company
manufactures and markets drill pipe and premium tubular products through its
tubular products segment and manufactures and markets a complete line of
artificial lift and production equipment through its production equipment
segment. The Company's products are used in the exploration and production of
oil and natural gas. In recent periods, the Company has benefited from improved
market conditions, a continuing consolidation in the markets in which it
competes and a decline in excess inventories of used drill pipe.
At the Company's annual shareholders meeting on May 6, 1997, the
shareholders approved a two-for-one stock split of the Company's common stock,
$1.00 par value (the "Common Stock"), through a stock dividend and a related
amendment to the Company's Restated Certificate of Incorporation that increased
the number of authorized shares of the Company's Common Stock from 40 million
shares to 80 million shares. The record date for the two-for-one stock split
was May 12, 1997. As a result of the stock split, all stock and per share data
contained herein have been restated to reflect the effect of the two-for-one
stock split. The shareholders of the Company also approved the proposed
amendment to the Company's Restated Certificate of Incorporation to change the
name of the Company to "EVI, Inc."
Income from continuing operations for the first quarter of 1997 was
$14.3 million, or $0.31 per share, on revenues of $164.6 million compared to
income from continuing operations for the first quarter of 1996 of $2.7
million, or $0.08 per share, on revenues of $90.3 million. The increase in
income from continuing operations for the 1997 first quarter was primarily
attributable to increased sales of and margins for drill pipe and other tubular
products. Improved results also reflected operating results from the Company's
1996 acquisitions, in particular the acquisitions of Tubular Corporation of
America ("TCA"), Enerpro International, Inc. ("ENERPRO"), Irmaos Geremia Ltd.
("Geremia"), Superior Tube Ltd. ("Superior") and Arrow Completion Systems
("Arrow").
Net income for the first quarter of 1997 was $14.3 million, or $0.31 per
share, compared to $4.3 million, or $0.12 per share. Included in net income for
the first quarter of 1996 is $1.6 million, $0.04 per share, from discontinued
operations relating to the Company's Mallard contract drilling division that
was sold in November 1996.
The demand for the Company's tubular products is particularly affected
by the price of natural gas and the level of oil and gas exploration activity,
while the demand for the Company's production equipment is directly dependent
on oil production activity. Exploration and production activity is also
affected by worldwide economic conditions, supply and demand for oil and
natural gas, seasonal trends and the political stability of oil producing
countries. The Company increased its presence in new and complementary phases
of the premium tubulars market through the April 1997 acquisition of TA
Industries ("TA"), a U.S. manufacturer of casing and premium couplings and
accessories.
Sales of the Company's production equipment products have historically
been concentrated in North America. The Company has also expanded its
production equipment operations in South America with its October 1996
acquisition of Geremia, a manufacturer of progressing cavity pumps, and the
early 1997 acquisition of Anbert Cilindros S.A.I.C. ("Anbert"), a manufacturer
of rod pumps in Argentina.
The Company currently expects that 1997 results will continue to benefit
from strong tubular products sales and from the 1996 and 1997 acquisitions.
Results, however, will be dependent on market conditions and demand for drill
pipe and other tubular products. Accordingly, there can be no assurance as to
future results or profitability.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31,
1996
Tubular Products Segment
Sales of tubular products for the first quarter of 1997 were $117.8
million compared to $60.0 million in the first quarter of 1996, representing an
increase of 96% as compared to the first quarter in 1996. The increased sales
were attributable to a combination of increased demand and volume and higher
sales prices. The continued increase in demand for drill pipe reflected higher
drilling activity, in particular offshore. The Company also benefited from
higher sales prices of drill pipe. The increase in sales of premium tubular
products was primarily attributable to the 1996 acquisitions of TCA, ENERPRO
and Superior and increased deep offshore exploration and production activity.
Operating income at the Company's tubular division increased to $20.7
million in the current quarter from $7.9 million in the first quarter of 1996.
Results for the first quarter of 1997 benefited by pricing increases on drill
pipe as well as reduced costs associated with the expansion of the Company's
Mexico facility, which manufactures tool joints.
In April 1997, the Company acquired TA, a premium couplings and
accessories business, which is expected to benefit future operating income.
The Company is in the final stages of closing its Bastrop, Texas tool
joint manufacturing facility. In the first quarter of 1997, the Company charged
$525,000 in severance and termination costs previously accrued in the fourth
quarter of 1996 as part of the closing of the facility.
Production Equipment Segment
Revenues and operating income for the Company's production equipment
segment were $46.8 million and $3.6 million, respectively, for the 1997 first
quarter as compared to $30.4 million and $1.7 million, respectively, for the
1996 first quarter. The increase in revenues and operating income for the
current period were primarily attributable to increased sales of the Company's
Corod and progressing cavity pump product lines, particularly in Canada and
South America. First quarter results for 1997 were favorable impacted by the
December 1996 acquisition of Arrow, the October 1996 acquisition of Geremia and
the February 1997 acquisition of Anbert. In March 1997, the Company acquired
Griffin Legrand division of Taro Industries ("Griffin"), a Canada based
manufacturer of progressing cavity pumps and conventional pumps. This
acquisition is expected to benefit future periods as the operations are
consolidated with those of the Company's production equipment segment.
In the first quarter of 1997, the Company consolidated its packer
manufacturing in Texas into its newly acquired Arrow facility in Huntsville,
Texas. In connection with this action, the Company closed its manufacturing
facility in Arlington, Texas. In the first quarter of 1997, the Company charged
$180,000 for severance and termination costs previously accrued in the fourth
quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had cash and cash equivalents of
approximately $104.0 million compared to
$224.0 million at December 31, 1996. At March 31, 1997 and December 31, 1996,
the Company had in place various working capital lines of credit secured by the
inventory and receivables of the Company's subsidiaries. At March 31, 1997 and
December 31, 1996, approximately $6.8 million and $2.9 million, respectively,
was outstanding under its revolving lines of credit and approximately $10.9
million and $10.1 million, respectively, had been used to support outstanding
letters of credit. At March 31, 1997 and December 31, 1996, $113.1 million and
$117.9 million, respectively, were available for additional borrowing under
these credit facilities.
The Company currently has available to it working capital facilities
providing for up to $130.8 million in borrowings. Borrowings under these
facilities are subject to certain borrowing base requirements relating to the
Company's accounts receivable and inventory securing the borrowings. Borrowings
bear interest at variable rates and are secured by accounts receivables,
inventory and stock of various of the Company's domestic and foreign
subsidiaries. These facilities contain customary affirmative and negative
covenants relating to working capital,
15
16
earnings and net worth. These facilities also impose limitations on the
Company's and its subsidiaries' use of funds for future acquisitions and
capital expenditures, the incurrence of additional debt and other operational
matters and certain expenditures, as well as prohibitions on the declaration
and payment of cash dividends by the Company. At March 31, 1997, the Company
was limited under its principal credit facility in the amount of dividends,
distributions and other restricted payments that could be made by it to $137.0
million.
The Company currently has outstanding $120 million of 10 1/4% Senior
Notes due 2004 (the "Senior Notes") with semi-annual interest payments in March
and September. The Senior Notes were issued pursuant to the terms of an
Indenture dated March 15, 1994. Certain subsidiaries of the Company have
unconditionally guaranteed the Company's obligations under the Senior Notes.
The Indenture relating to the Senior Notes contains various customary
affirmative and negative covenants. The Indenture also limits, based on a
specific formula, the ability of the Company and certain of its subsidiaries to
pay dividends and make other distributions. At March 31, 1997, the Company was
limited under the Indenture in the amount of cash dividends, distributions and
other restricted payments that could be made by it to approximately $285.6
million.
In April 1997, the Company sold its investment in Parker Drilling
Company ("Parker") common stock pursuant to a public offering effected by
Parker. The net proceeds received by the Company were approximately $23
million.
The Company's current sources of capital are its current cash, cash
generated from operations and borrowings under its working capital lines of
credit. The Company believes that current reserves of cash and short-term
investments, access to existing credit lines and internally generated cash from
operations are sufficient to finance the projected cash requirements of its
current and future operations.
ACQUISITIONS
On April 14, 1997, the Company acquired TA for a total consideration,
including assumed debt, of approximately $64 million.
On February 13, 1997, the Company acquired Anbert for approximately $8
million.
On March 14, 1997, the Company acquired Griffin for total cash
consideration of approximately $21 million.
The Company is continuing to review various acquisitions in both of its
business segments, which, if completed, would require the use of its available
capital resources.
CAPITAL EXPENDITURES
Capital expenditures by the Company during the first quarter of 1997,
totaled approximately $7.3 million which primarily related to equipment
upgrades and Corig purchases. Ongoing routine capital expenditures for the
remainder of 1997 are estimated to be approximately $20 million. Capital
expenditures are expected to be funded with available cash, cash flow from
operations and, if desirable, borrowings under existing lines of credit and
other facilities.
GULFMARK MERGER
On May 1, 1997, the Company acquired GulfMark International,
Inc.,("GulfMark") pursuant to a merger in which approximately 4.4 million
shares (pre-split 2.2 million shares) of the Company's Common Stock were issued
to the stockholders of GulfMark. Prior to the merger, GulfMark effected a
spin-off to its stockholders of its marine transportation services business.
The retained assets of GulfMark that were acquired by the Company in the
transaction consisted of approximately 4.4 million shares (pre-split 2.2
million shares) of the Company's Common Stock, an erosion control company and
certain other miscellaneous assets.
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OTHER MATTERS
Certain statements made herein and in other public filings and releases
by the Company contain "forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risk and uncertainty.
These forward-looking statements may include, but are not limited to, future
sales, earnings, margins, production levels and costs, expected savings from
acquisitions, demand for products, product deliveries, market trends in the oil
and gas industry and the oilfield service sector thereof, research and
development, environmental and other expenditures, currency fluctuations and
various business trends. Forward-looking statements may be made by management
orally or in writing including, but not limited to, this Management's
Discussion and Analysis of Financial Condition and Results of Operations
section and other sections of the Company's filings with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 and the
Securities Act of 1933.
Actual results and trends in the future may differ materially depending
on a variety of factors including, but not limited to, changes in the price of
oil and gas, changes in the domestic and international rig count, global trade
policies, domestic and international drilling activities, world-wide political
stability and economic growth, including currency fluctuations, government
export and import policies, technological advances involving the Company's
products, the Company's successful execution of internal operating plans and
manufacturing consolidations and restructurings, performance issues with key
suppliers and subcontractors, the ability of the Company to maintain price
increases and market shares, raw material costs changes, collective bargaining
labor disputes, regulatory uncertainties and legal proceedings. Future results
will also be dependent upon the ability of the Company to continue to identify
and complete successful acquisitions at acceptable prices, integrate those
acquisitions with the Company's other operations and penetrate existing and new
markets.
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
At the Company's annual shareholders meeting on May 6, 1997, the
shareholders approved a two-for-one stock split of the Company's common stock,
$1.00 par value (the "Common Stock"), through a stock dividend and a related
amendment to the Company's Restated Certificate of Incorporation that increased
the number of authorized shares of the Company's Common Stock from 40 million
shares to 80 million shares. The record date for the two-for-one stock split
was May 12, 1997. As a result of the stock split, all stock and per share data
contained herein have been restated to reflect the effect of the two-for-one
stock split. The shareholders of the Company also approved the proposed
amendment to the Company's Restated Certificate of Incorporation to change the
name of the Company to "EVI, Inc."
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Page
----
2.1 Stock Purchase Agreement dated as of February 21, 1997, by
and among Seigo Arai, Kanematsu USA Inc. and Energy Ventures,
Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K,
File 0-7265, filed March 17, 1997).
3.1 Restated Certificate of Incorporation of the Company, as
amended on May 6, 1997 (incorporated by reference to Exhibit
3.1 to Form 8-K, File 0-7265, filed May 14, 1997).
27.1 Financial Data Schedule......................................... 20
(b) Reports on Form 8-K:
(1) Current Report on Form 8-K Amendment No. 1 dated January 23,
1997 amending the Current Report on 8-K dated December 26, 1996.
(2) Current Report on Form 8-K dated March 17, 1997, reporting the
execution of an agreement by the Company to acquire TA
Industries, Inc.
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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.
EVI, INC.
By: /s/ James G. Kiley
James G. Kiley
Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Frances R. Powell
Frances R. Powell
Vice President, Accounting and Controller
(Principal Accounting Officer)
Date: May 13, 1997
19
20
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
2.1 Stock Purchase Agreement dated as of February 21, 1997, by
and among Seigo Arai, Kanematsu USA Inc. and Energy Ventures,
Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K,
File 0-7265, filed March 17, 1997).
3.1 Restated Certificate of Incorporation of the Company, as
amended on May 6, 1997 (incorporated by reference to Exhibit
3.1 to Form 8-K, File 0-7265, filed May 13, 1997).
27.1 Financial Data Schedule