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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-13086
WEATHERFORD INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 04-2515019
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Post Oak Blvd., Suite 600, Houston, Texas 77027-3415
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(713) 693-4000
--------------------------------------------------
(Registrant's telephone number, include area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Title of Class Outstanding at May 5, 1999
- ---------------------------- --------------------------
Common Stock, par value $1.00 97,668,471
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
1999 1998
----------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents ................................. $ 34,736 $ 40,201
Accounts Receivable, Net of Allowance for Uncollectible
Accounts of $19,857 and $19,764, Respectively .......... 367,298 400,886
Inventories ............................................... 522,157 484,822
Deferred Tax Asset ........................................ 54,996 55,003
Other Current Assets ...................................... 89,877 101,480
----------- -----------
1,069,064 1,082,392
PROPERTY, PLANT AND EQUIPMENT, AT COST,
NET OF ACCUMULATED DEPRECIATION ........................... 1,008,014 838,270
GOODWILL, NET ................................................... 837,704 811,034
OTHER ASSETS .................................................... 122,578 100,019
----------- -----------
$ 3,037,360 $ 2,831,715
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-Term Borrowings ..................................... $ 204,923 $ 185,729
Current Portion of Long-Term Debt ......................... 20,508 19,346
Accounts Payable .......................................... 108,174 135,728
Accrued Salaries and Benefits ............................. 51,420 44,558
Current Tax Liability ..................................... 18,315 25,312
Other Accrued Liabilities ................................. 111,146 146,168
----------- -----------
514,486 556,841
----------- -----------
LONG-TERM DEBT .................................................. 230,111 229,663
MINORITY INTERESTS .............................................. 268,840 2,888
DEFERRED INCOME TAXES AND OTHER ................................. 140,180 145,943
5% CONVERTIBLE SUBORDINATED PREFERRED
EQUIVALENT DEBENTURES ..................................... 402,500 402,500
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $1 Par Value, Authorized 250,000 Shares,
Issued 107,949 Shares and 103,513 Shares, Respectively . 107,949 103,513
Capital in Excess of Par Value ............................ 1,122,694 1,052,899
Treasury Stock, at Cost ................................... (268,460) (193,328)
Retained Earnings ......................................... 609,723 607,185
Accumulated Other Comprehensive Loss ...................... (90,663) (76,389)
----------- -----------
1,481,243 1,493,880
----------- -----------
$ 3,037,360 $ 2,831,715
=========== ===========
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS
ENDED MARCH 31,
----------------------------
1999 1998
----------- -----------
REVENUES ............................................... $ 353,834 $ 570,520
----------- -----------
COSTS AND EXPENSES:
Cost of Sales ..................................... 259,261 384,358
Selling, General and Administrative Attributable
to Segments ..................................... 72,180 68,683
Corporate General and Administrative .............. 5,822 8,228
Equity in Earnings of Unconsolidated Affiliates ... (454) (780)
----------- -----------
336,809 460,489
----------- -----------
OPERATING INCOME ....................................... 17,025 110,031
OTHER INCOME (EXPENSE):
Interest Income ................................... 1,521 648
Interest Expense .................................. (12,652) (12,011)
Other, Net ........................................ (854) (680)
----------- -----------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST ....... 5,040 97,988
PROVISION FOR INCOME TAXES ............................. 1,764 36,835
----------- -----------
INCOME BEFORE MINORITY INTEREST ........................ 3,276 61,153
MINORITY INTEREST EXPENSE, NET OF TAX .................. 738 10
----------- -----------
NET INCOME ............................................. $ 2,538 $ 61,143
=========== ===========
EARNINGS PER SHARE:
Basic ............................................. $ 0.03 $ 0.63
=========== ===========
Diluted ........................................... $ 0.03 $ 0.63
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic ............................................. 97,315 96,761
=========== ===========
Diluted ........................................... 98,007 97,625
=========== ===========
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS
ENDED MARCH 31,
----------------------------
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ................................................... $ 2,538 $ 61,143
Adjustments to Reconcile Net Income to Net Cash
Used by Operating Activities:
Depreciation and Amortization .............................. 46,256 41,940
Minority Interest Expense, Net of Tax ...................... 738 10
Deferred Income Tax Provision .............................. 3,363 2,627
Gain on Sales of Property, Plant and Equipment ............. (2,270) (3,473)
Change in Operating Assets and Liabilities, Net of Effects
of Businesses Acquired ................................... (18,586) (80,857)
----------- -----------
Net Cash Provided by Operating Activities ................ 32,039 21,390
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Short-Term Investment ............................ (11,924) --
Acquisition of Businesses, Net of Cash Acquired .............. (15,125) (78,056)
Capital Expenditures for Property, Plant and
Equipment .................................................. (32,772) (49,403)
Proceeds from Sales of Property, Plant and Equipment ......... 5,810 6,715
Other, Net ................................................... -- 3,928
----------- -----------
Net Cash Used by Investing Activities ...................... (54,011) (116,816)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on Short-Term Debt, Net ........................... 19,194 109,395
Repayments on Long-Term Debt, Net ............................ (984) (9,637)
Proceeds from Exercise of Stock Options ...................... -- 2,208
Acquisition of Treasury Stock ................................ (1,170) (37,686)
Other, Net ................................................... 112 --
----------- -----------
Net Cash Provided by Financing Activities .................. 17,152 64,280
----------- -----------
EFFECT OF TRANSLATION ADJUSTMENT ON CASH ........................... (645) (565)
NET DECREASE IN CASH AND CASH EQUIVALENTS .......................... (5,465) (31,711)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................... 40,201 74,211
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ......................... $ 34,736 $ 42,500
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid ................................................ $ 7,487 $ 7,288
Income Taxes Paid, Net of Refunds ............................ $ 10,741 $ 12,922
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS
ENDED MARCH 31,
----------------------------------
1999 1998
------------ ------------
Comprehensive Income (Loss):
Net Income......................................................... $ 2,538 $ 61,143
Cumulative Foreign Currency Translation Adjustment................. (14,274) (3,141)
------------ ------------
Total Comprehensive Income (Loss)....................................... $ (11,736) $ 58,002
============ ============
The accompanying notes are an integral part of these consolidated
condensed financial statements.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. GENERAL
The unaudited consolidated condensed financial statements included herein
have been prepared by Weatherford International, Inc. (the "Company") pursuant
to the rules and regulations of the Securities and Exchange Commission. These
financial statements reflect all 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 consolidated
financial statements for the year ended December 31, 1998 and notes thereto
included in the Company's Annual Report on Form 10-K. The results of operations
for the three month period ended March 31, 1999 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 1999 classifications.
2. INVENTORIES
Inventories by category are as follows:
MARCH 31, DECEMBER 31,
1999 1998
------------ -----------
(in thousands)
Raw materials, components and supplies............ $ 253,769 $ 212,863
Work in process................................... 42,840 42,650
Finished goods.................................... 225,548 229,309
------------ -----------
$ 522,157 $ 484,822
============ ===========
Work in process and finished goods inventories include the cost of
material, labor and plant overhead.
3. BUSINESS COMBINATIONS
In February 1999, the Company completed a joint venture with GE Capital
Corporation ("GE Capital") in which the Company's compression services
operations were combined with GE Capital's Global Compression Services
operations. The joint venture is known as Weatherford Global Compression. The
Company owns 64% of the joint venture and GE Capital owns 36%. The Company has
the right to acquire GE Capital's interest at anytime at a price equal to a
third party market-determined value that is not less than book value. GE Capital
also has the right to require the Company to purchase its interest at anytime
after February 2001 at a market-determined third party valuation as well as
request a public offering of its interest after that date, if the Company has
not purchased its interest by that time.
The valuation of net assets to be conveyed to the joint venture is subject
to adjustment pending the resolution of items which must be agreed to by the
Company and GE Capital. The Company believes the ultimate resolution will not
have a material impact on the assets acquired or the Company's results of
operations as a result of such revision.
On February 8, 1999, the Company completed the acquisition of Christiana
Companies, Inc. ("Christiana") for approximately 4.4 million shares of the
Company's common stock, $1.00 par value ("Common Stock") and $20.6 million cash.
In the acquisition, the Company acquired through Christiana (1) 4.4 million
shares of the Company's Common Stock, (2) cash, after distribution to the
Christiana shareholders, equal to the amount of Christiana's outstanding tax and
other liabilities and (3) a one-third interest in Total Logistic Control, a
refrigerated warehouse, trucking and logistics company. The 4.4 million shares
of Common Stock acquired are classified as treasury stock. Because the number of
shares of Common Stock issued in the Christiana acquisition approximated the
number of shares of Common Stock held by Christiana prior to the acquisition,
the Christiana acquisition had no material effect on the outstanding number of
shares of Common Stock or net equity of the Company.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
On May 27, 1998, the Company (formerly known as EVI, Inc. ("EVI"))
completed a merger (the "Merger") with Weatherford Enterra, Inc. ("WII"),
merging WII with and into the Company pursuant to a tax free merger in which the
stockholders of WII received 0.95 of a share of the Company's Common Stock in
exchange for each outstanding share of WII common stock. Based on the number of
shares of WII common stock outstanding as of May 27, 1998, approximately 48.9
million shares were issued in the Merger. In addition, as of May 27, 1998,
approximately 1.4 million shares of Common Stock were reserved for issuance by
the Company for outstanding options under WII's compensation and benefit plans.
The Merger was accounted for as a pooling of interests; accordingly, prior year
amounts have been restated to include the results of WII for all periods
presented.
The separate results of EVI and WII and the combined company were as
follows for the three months ended March 31, 1998. Merger adjustments include
the elimination of intercompany revenues of $3.1 million and cost of sales of
$2.2 million.
THREE MONTHS ENDED
MARCH 31, 1998
----------------------
(in thousands)
Operating Revenues:
EVI.............................................. $ 313,900
WII.............................................. 259,729
Merger adjustments............................... (3,109)
---------------------
Combined............................................ $ 570,520
======================
Net Income:
EVI.............................................. $ 31,277
WII.............................................. 30,487
Merger adjustments............................... (621)
---------------------
Combined............................................ $ 61,143
=====================
The Company has also effected various other acquisitions during the three
months ended March 31, 1999 for total consideration of approximately $15.1
million.
The acquisitions discussed above, with the exception of WII, were accounted
for using the purchase method of accounting. Results of operations for
acquisitions accounted for as purchases are included in the accompanying
consolidated condensed financial statements since the date of acquisition. With
respect to the business combination accounted for as a pooling of interests, the
consolidated condensed financial statements have been restated for all periods
presented as if the companies had been combined since inception. Acquisitions
accounted for as purchases are not material individually or in the aggregate
with same year acquisitions; therefore, pro forma information is not provided.
4. 1998 SPECIAL CHARGE
The Company incurred a $75.0 million charge in the fourth quarter of 1998
related to the decline in the Company's markets. Over $63.0 million of these
charges had been utilized as of March 31, 1999. The Company expects the
remainder of the charges to be fully expended by the second quarter of 1999 in
connection with planned activities and that no adjustments or reversals to the
remaining accrued special charges will be necessary.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The following chart summarizes the December 31, 1998 balance of accruals
established in the fourth quarter of 1998 and the utilization of these accruals
during the first quarter of 1999.
BALANCE AS OF BALANCE AS OF
DECEMBER 31, MARCH 31,
1998 UTILIZED 1999
------------- ----------- ------------
(in thousands)
Severance and Related Costs (a)............ $ 7,611 $ 3,490 $ 4,121
Facility Closures (b)...................... 12,829 7,150 5,679
Corporate Related Expenses (c)............. 3,120 1,475 1,645
------------- ----------- ------------
Total .................................. $ 23,560 $ 12,115 $ 11,445
============= =========== ============
(a) The severance and related costs included in the fourth quarter charges were
$7.6 million for 1,000 employees to be terminated in the first half
of 1999, in accordance with the announced plan. During the first quarter of
1999, approximately 600 employees were terminated with associated costs of
$3.5 million.
(b) The facility and plant closures of $12.8 million were accrued in the fourth
quarter of 1998 for the consolidation and closure of 100 service,
manufacturing and administrative facilities in response to declining market
conditions in the fourth quarter. During the first quarter of 1999,
approximately 65 facilities were closed with associated costs of $7.2
million.
(c) The corporate related expenses of $3.1 million recorded in the fourth
quarter were primarily for the consolidation of technology centers, the
relocation of corporate offices and the related lease obligations to align
the corporate cost structure in light of current conditions. During the
first quarter of 1999, $1.5 million was expended related to the relocation
of corporate offices.
5. SHORT-TERM DEBT
The Company's unsecured credit agreement provides for borrowings of up to
an aggregate of $250.0 million, consisting of a $200.0 million U.S. credit
facility and a $50.0 million Canadian credit facility. Amounts outstanding under
the facility accrue interest at a variable rate based on either LIBOR or the
U.S. prime rate. A commitment fee ranging from 0.09% to 0.20% per annum,
depending on the senior unsecured credit ratings assigned by Standard and Poor's
and Moody's Investor Service to the Company, is payable quarterly on the unused
portion of the facility. The facility contains customary affirmative and
negative covenants, including a maximum debt to capitalization ratio, a minimum
interest coverage ratio, a limitation on liens, and a limitation on asset
dispositions.
6. CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENT
The functional currency for certain of the Company's international
operations is the applicable local currency. Results of operations for foreign
subsidiaries with functional currencies other than the U.S. dollar are
translated using average exchange rates during the period. Assets and
liabilities of these foreign subsidiaries are translated using the exchange
rates in effect at the balance sheet date and the resulting translation
adjustments are included as accumulated other comprehensive loss, a separate
component of stockholders' equity. Currency transaction gains and losses are
reflected in income for the period.
The net decline in the cumulative foreign currency translation adjustment
from December 31, 1998 to March 31, 1999 was $14.3 million which primarily
reflects the financial impact of the devaluation of Latin American currencies as
compared to the U.S. dollar.
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
7. REVENUES AND COST OF SALES
The following presents the Company's revenues and costs by products and
services and rentals:
THREE MONTHS
ENDED MARCH 31,
-------------------------------
1999 1998
------------- -------------
(in thousands)
REVENUES:
Products........................................................... $ 205,384 $ 360,456
Services and Rentals............................................... 148,450 210,064
------------- -------------
Total Revenues................................................... $ 353,834 $ 570,520
============= =============
COSTS AND EXPENSES:
Cost of Products................................................... $ 156,708 $ 251,252
Cost of Services and Rentals....................................... 102,553 133,106
------------- -------------
Total Costs and Expenses......................................... $ 259,261 $ 384,358
============= =============
8. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of shares of common stock outstanding during the year. Diluted
earnings per common share is computed by dividing net income by the weighted
average number of shares of common stock outstanding during the year adjusted
for the dilutive effect of the incremental shares that would have been
outstanding under the Company's stock option and restricted stock plans. The
effect of the Company's 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027 (the "Debentures") on diluted earnings per share is
anti-dilutive and thus is not included in the calculation.
The following reconciles basic and diluted weighted average shares
outstanding:
THREE MONTHS
ENDED MARCH 31,
-------------------------------
1999 1998
------------- -------------
(in thousands)
Basic weighted average shares outstanding............................... 97,315 96,761
Dilutive effect of stock option and restricted stock plans.............. 692 864
------------- -------------
Diluted weighted average shares outstanding............................. 98,007 97,625
============= =============
9. SUPPLEMENTAL CASH FLOW INFORMATION
The following summarizes investing activities relating to acquisitions and
the joint venture:
THREE MONTHS
ENDED MARCH 31,
--------------------------------
1999 1998
------------- -------------
(in thousands)
Fair value of assets, net of cash acquired............................. $ 262,622 $ 63,489
Goodwill............................................................... 30,386 94,430
Total liabilities...................................................... (277,883) (48,968)
Common stock issued.................................................... -- (30,895)
------------- -------------
Cash consideration, net of cash acquired............................... $ 15,125 $ 78,056
============= =============
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WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
10. 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 defines its business segments into four separate groups:
completion and oilfield services, artificial lift systems, compression services,
and drilling products.
The Company's completion and oilfield services segment provides fishing and
downhole services, well installation services, well completion systems and
equipment rental.
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 equipment, gas lift equipment, electrical
submersible pumps and hydraulic lift equipment.
The Company's compression services segment manufactures, packages, rents
and sells parts and services for gas compressor units over a broad horsepower
range.
The Company's drilling products segment manufactures drill stem products,
premium engineered connections, premium tubulars and marine and subsea
connectors and related accessories.
Financial information by industry segment for each of the three months
ended March 31, 1999 and 1998, is summarized below.
COMPLETION ARTIFICIAL
AND OILFIELD LIFT COMPRESSION DRILLING
SERVICES SYSTEMS SERVICES PRODUCTS CORPORATE TOTAL
------------ ------------ ------------ ----------- ----------- -------------
(in thousands)
1999
Revenues from unaffiliated
customers...................... $ 165,287 $ 57,471 $ 42,583 $ 88,493 $ -- $ 353,834
EBITDA (a)....................... 43,313 3,991 12,584 8,852 (5,459) 63,281
Depreciation and amortization.... 26,283 4,835 7,568 7,207 363 46,256
Operating income (loss).......... 17,030 (844) 5,016 1,645 (5,822) 17,025
Total assets..................... 998,893 585,813 665,676 703,723 83,255 3,037,360
Capital expenditures for
property, plant, and
equipment.................... 14,964 1,621 11,580 3,703 904 32,772
1998
Revenues from unaffiliated
customers...................... $ 229,762 $ 107,129 $ 43,001 $190,628 $ -- $ 570,520
EBITDA (a)....................... 79,573 16,886 10,765 52,311 (7,564) 151,971
Depreciation and amortization.... 22,622 4,930 6,092 7,632 664 41,940
Operating income (loss).......... 56,951 11,956 4,673 44,679 (8,228) 110,031
Total assets..................... 1,003,885 654,397 470,271 746,753 34,139 2,909,445
Capital expenditures for
property, plant, and
equipment.................... 24,778 8,616 8,301 7,568 140 49,403
(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 operating income and
net income. In addition, EBITDA calculations by one company may not be
comparable to another company.
10
11
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Foreign Operations
Financial information by geographic segment for each of the three months
ended March 31, 1999 and 1998, is summarized below. Revenues are attributable to
countries based on the location of the entity selling products. Long-lived
assets are long-term assets excluding deferred tax assets of $16.8 million and
$19.7 million as of March 31, 1999 and 1998, respectively.
UNITED LATIN MIDDLE
STATES CANADA AMERICA EUROPE AFRICA EAST OTHER TOTAL
--------- -------- -------- -------- -------- --------- ------------ -----------
(in thousands)
1999
Revenues from
unaffiliated customers........ $ 182,258 $ 44,688 $ 30,521 $ 38,645 $ 20,392 $ 11,921 $ 25,409 $ 353,834
Long-lived assets............... 1,185,838 309,007 200,979 138,195 35,692 20,690 61,113 1,951,514
1998
Revenues from
unaffiliated customers........ $ 303,676 $107,359 $ 51,010 $ 39,818 $ 20,931 $ 11,865 $ 35,861 $ 570,520
Long-lived assets............... 987,603 326,117 168,713 141,649 15,358 21,113 49,329 1,709,882
11. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. SFAS No. 133 is effective for years
beginning after June 15, 1999. The Company is currently evaluating the impact
of SFAS No. 133 on its consolidated condensed financial statements.
12. SUBSEQUENT EVENTS
Acquisition
In April 1999, the Company entered into an agreement, subject to
regulatory approvals, to acquire a 50.01% interest in the Voest-Alpine Stahlrohr
Kindberg GmbH & Co KG ("VA") for approximately $30.0 million. VA produces high
quality seamless tubulars in Austria.
Sale and Leaseback of Equipment
The Company entered into a sale and leaseback arrangement in December
1998 where it was provided with the right to sell up to $200.0 million of
compression units through December 1999 and lease them back over a five year
period under an operating lease. As of December 31, 1998, the Company had sold
compressors under this arrangement, having an appraised value of $119.6 million,
and received cash of $100.0 million and a receivable of $19.6 million. The
obligations under this arrangement were assumed by the joint venture with GE
Capital. As of March 31, 1999, the joint venture had received an additional
$10.0 million in cash from this receivable. The receivable is classified in
other current assets on the accompanying Consolidated Condensed Balance Sheets
as the balance is due on demand.
In April 1999, the joint venture sold additional compressors under this
arrangement having an appraised value of approximately $80.0 million. Upon
receipt of the $80.0 million in cash, the joint venture will remit approximately
$56.0 million of the proceeds to GE Capital as part of the terms of the joint
venture (See Note 3).
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12
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The following is a discussion of our results of operations for the quarter
ended March 31, 1999, and March 31, 1998, and our current financial position.
This discussion should be read in conjunction with our financial statements that
are included with this report as well as our Annual Report on Form 10-K for the
year ended December 31, 1998, previously filed with the Securities and Exchange
Commission.
Our businesses are concentrated in the oilfield service and equipment
industry and are conducted through four separate segments: Completion and
Oilfield Services, Artificial Lift Systems, Compression Services and Drilling
Products. 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 to be reasonable. For information about these
assumptions, you should refer to our Section entitled "Forward-Looking
Statements."
MARKET TRENDS AND OUTLOOK
The depressed market for oilfield products and services continued to decline
during the first quarter of 1999. The domestic and international rig count
remained at historical low levels and despite recent increases in oil and
natural gas prices, drilling and production activity has remained low. The
increase in oil prices has followed an agreement of the Organization of
Petroleum Exporting Countries to limit oil production. The increase in oil
prices has not yet resulted in any material increase in rig or drilling
activity.
The following chart sets forth certain historical statistics that are
reflective of the current market conditions in which we operate:
HENRY HUB NORTH AMERICAN INTERNATIONAL
WTI OIL (1) GAS (2) RIG COUNT (3) RIG COUNT (3)
-------------- ---------------- --------------- ----------------
March 1999...................... $ 14.66 $ 2.48 724 613
March 1998...................... 15.02 2.48 1,322 806
(1) Price per Barrel as of March 31 - Source: Applied Reasoning, Inc.
(2) Price per MM/BTU as of March 31 - Source: Oil World
(3) Average rig count for March - Source: Baker Hughes Rig Count
The reduction in drilling and production activity impacted our businesses
through lower revenues, pricing pressure and reduced margins. Contributing to
these conditions are the following trends:
o North American activity continued to decline as many of our customers
delayed spending due to uncertainties on oil prices and the impact of
consolidation efforts following recent mergers among the large oil
companies.
o Excess product and service capacity has placed pressure on prices and
margins as competitors have sought to maintain or gain market share
through price reductions. We estimate that pricing declined between
10% and 20% during the quarter, depending on the product or service.
o Cost reductions overall helped offset the impact of revenue declines.
o Our Artificial Lift Systems Division results were down significantly
from the first quarter of 1998 but slightly up from the fourth quarter
of 1998, reflecting what we believe is the beginning of a recovery in
this division.
o Our Compression Services Division benefited from our recent joint
venture with GE Capital's Global Compression unit.
o Our Drilling Products Division was adversely affected by the
continuing decline in its backlog for drill stem products and under
absorption at its manufacturing facilities.
Looking forward into the remainder of this year, we expect that second
quarter results will be flat or slightly down compared to the first quarter and
that the third and fourth quarters should reflect improvements over the
preceding quarters as drilling and production activity increases. The level of
this increase will be heavily dependent on whether oil and natural gas prices
can remain at or about their present levels and the impact it may have on the
customer spending. The improvements in the industry will also affect our
divisions at different times. Although we
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believe that the activity levels in our industry are at or near their bottom,
the timing and extent of a recovery is difficult to predict and will be
dependent on many external factors.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1999 COMPARED TO THE QUARTER ENDED MARCH 31, 1998
The following charts contain selected financial data comparing our results
for 1999 and 1998:
COMPARATIVE FINANCIAL DATA
QUARTER ENDED
MARCH 31,
--------------------------
1999 1998
----------- ----------
(in thousands, except
percentages)
Revenues.......................................... $ 353,834 $ 570,520
Gross Profit...................................... 94,573 186,162
Gross Profit %.................................... 26.7% 32.6%
Selling, General and Administrative
Attributable to Segments........................ $ 72,180 $ 68,683
Corporate General and Administrative.............. 5,822 8,228
Operating Income.................................. 17,025 110,031
Interest Income................................... 1,521 648
Interest Expense.................................. 12,652 12,011
Net Income........................................ 2,538 61,143
EBITDA (a)........................................ 63,281 151,971
Note (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 another company.
SALES BY GEOGRAPHIC REGION
QUARTER ENDED
MARCH 31,
------------------------
1999 1998
--------- ---------
REGION: (a)
U.S. .............................................. 51% 53%
Canada ............................................ 13% 19%
Europe ............................................ 11% 7%
Latin America....................................... 9% 9%
Africa ............................................ 6% 4%
Middle East......................................... 3% 2%
Other .............................................. 7% 6%
--------- ---------
Total........................................... 100% 100%
========= =========
Note (a): Sales are based on the region of origination.
Our results for the first quarter of 1999 reflected the adverse market
conditions in which we are operating. These conditions had the following effects
on our results:
o Revenues for the first quarter of 1999 declined 38.0% compared to the
same period in 1998.
o Our first quarter 1999 revenues in North America were $184.1 million
less than they were in the first quarter of 1998. Operating income
dropped proportionately to the decline in revenues.
o A $93.0 million decline in the first quarter of 1999 operating income,
as compared to the first quarter of 1998 operating income of $110.0
million, reflected the significant decline in our industry.
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o We have continued our cost reduction efforts to reduce operating costs
in response to a continued decline in market conditions.
o Our corporate expenses for the first quarter of 1999 were down $2.4
million as compared to the first quarter of 1998. The decrease from
1998 was primarily attributable to consolidation savings.
o Our effective tax rate on income from continuing operations for the
first quarter of 1999 was 35.0% as compared to 37.6% for the first
quarter of 1998.
1998 SPECIAL CHARGE
We incurred a $75.0 million charge in the fourth quarter of 1998 related to
the decline in our markets. Over $63.0 million of the charge had been utilized
as of March 31, 1999. We expect the remainder of the charges to be fully
expended by the second quarter of 1999 in connection with planned activities and
that no adjustments or reversals to the remaining accrued special charge will be
necessary.
The following chart summarizes the December 31, 1998 balance of accruals
established in the fourth quarter of 1998 and the utilization of these accruals
during the first quarter of 1999:
BALANCE AS OF BALANCE AS OF
DECEMBER 31, MARCH 31,
1998 UTILIZED 1999
------------- ----------- ------------
(in thousands)
Severance and Related Costs (a)............ $ 7,611 $ 3,490 $ 4,121
Facility Closures (b)...................... 12,829 7,150 5,679
Corporate Related Expenses (c)............. 3,120 1,475 1,645
------------- ----------- ------------
Total .................................. $ 23,560 $ 12,115 $ 11,445
============= =========== ============
(a) The severance and related costs included in the fourth quarter charges were
$7.6 million for approximately 1,000 employees to be terminated in
the first half of 1999, in accordance with our announced plan. During the
first quarter of 1999, approximately 600 employees were terminated with
associated costs of $3.5 million.
(b) The facility and plant closures of $12.8 million were accrued in the fourth
quarter of 1998 for the consolidation and closure of approximately 100
service, manufacturing and administrative facilities in response to
declining market conditions. During the first quarter of 1999,
approximately 65 facilities were closed with associated costs of $7.2
million.
(c) The corporate related expenses of $3.1 million recorded in the fourth
quarter were primarily for the consolidation of technology centers,
the relocation of corporate offices and the related lease obligations
to align our corporate cost structure in light of current conditions.
During the first quarter of 1999, $1.5 million was expended related
to the relocation of corporate offices.
SEGMENT RESULTS
COMPLETION AND OILFIELD SERVICES
Our Completion and Oilfield Services Division continues to experience
reductions in revenue, operating income and margins as the rig count declines
and demand for its products and services drop. This division's North American
operations continue to be the most adversely affected by the downturn. We
believe that the U.S. revenue declines in this division have generally bottomed
out. In most of our international markets, we are experiencing pricing pressures
due to soft demand.
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The following chart sets forth additional data regarding the results of
our Completion and Oilfield Services Division for the first quarter of 1999 and
1998:
QUARTER ENDED
MARCH 31,
-----------------------------
1999 1998
----------- -----------
(in thousands, except
percentages)
Revenues.......................................... $ 165,287 $ 229,762
Gross Profit...................................... 48,242 82,315
Gross Profit %.................................... 29.2% 35.8%
Selling, General and Administrative............... $ 31,666 $ 26,144
Operating Income.................................. 17,030 56,951
EBITDA............................................ 43,313 79,573
Material items affecting the results of our Completion and Oilfield
Services Division for the first quarter of 1999 compared to 1998 were:
o Our North American revenues for the first quarter of 1999
declined by 47.2% as compared to 1998 due to an average rig count
reduction of 41.2%.
o Our international revenues, excluding Canada, decreased by 3.8%
in the first quarter of 1999 to $97.5 million. The most
significant revenue decrease occurred in the Latin American
market which declined 16.2% compared to the first quarter of
1998.
o Gross profit percentage declined in the first quarter of 1999 by
6.6% due to revenue and pricing declines.
o Selling, general and administrative expenses increased as a
percentage of revenues from 11.4% in the first quarter of 1998 to
19.2% in the first quarter of 1999. The increase primarily
reflects a lower revenue base.
o Operating income declined in the first quarter of 1999 to $17.0
million from $57.0 million in the first quarter of 1998 primarily
due to reduced revenues associated with industry conditions and
resulting operational inefficiencies attributable to lower
operating levels.
o Approximately $4.7 million of the special charge that was accrued
in the fourth quarter of 1998 was realized in the first quarter
of 1999.
ARTIFICIAL LIFT SYSTEMS
Our Artificial Lift Systems Division results for the first quarter of
1999 compared to the first quarter of 1998, were down significantly due to a
substantial reduction in demand for our artificial lift products following the
downturn in the industry. This decline was most pronounced in North America
where our first quarter 1998 sales in the region represented approximately 82.0%
of the division's total revenue.
Operating results from our Artificial Lift Systems Division are heavily
dependent on oil production activity. Late in the first quarter, our Artificial
Lift Systems Division began to see the revenue declines that were experienced
throughout 1998 reverse with the recent increases in oil prices. We expect the
results from this division to continue to improve during the year, in particular
from sales outside North America, as the products from this division are
marketed through our international distribution network. The level of
improvement in this division will depend on our clients' reaction to higher oil
prices and the strength of the recovery.
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The following chart sets forth additional data regarding the results of
our Artificial Lift Systems Division for the first quarter of 1999 and 1998:
QUARTER ENDED
MARCH 31,
-----------------------------
1999 1998
----------- -----------
(in thousands, except
percentages)
Revenues........................................ $ 57,471 $ 107,129
Gross Profit.................................... 21,395 38,191
Gross Profit %.................................. 37.2% 35.6%
Selling, General and Administrative............. $ 22,239 $ 26,235
Operating Income (Loss)......................... (844) 11,956
EBITDA.......................................... 3,991 16,886
Material items affecting the results of our Artificial Lift Systems
Division as reflected above for the first quarter of 1999 compared to the first
quarter of 1998 were:
o The first quarter of 1999 experienced a decline in revenues of
46.4% compared to the first quarter of 1998 due to the industry
downturn.
o Gross profit declined to $21.4 million in the first quarter of
1999 from $38.2 million in first quarter of 1998 due to a lower
revenue base and pricing declines.
o Selling, general and administrative expenses declined by $4.0
million in the first quarter of 1999 as compared to 1998 due to
the cost reduction efforts. Selling, general and administrative
expenses increased as a percentage of revenues from 24.5% in the
first quarter of 1998 to 38.7% in the first quarter of 1999. The
increase was primarily a result of a lower revenue base.
o The operating loss of $0.8 million for the first quarter of 1999
is a result of the sharp decline in revenues and higher average
costs associated with low industry levels.
o Cost reductions implemented in 1998 in this division benefited
operating income and EBITDA in the first quarter of 1999 compared
to the fourth quarter of 1998.
o Approximately $5.4 million of the special charge that was accrued
in the fourth quarter of 1998 was realized in the first quarter
of 1999.
COMPRESSION SERVICES
Our Compression Services Division results for the first quarter of 1999
reflected improved margins, operating income and cash flow on essentially flat
revenues. The improvements were primarily attributable to a better revenue mix
and costs savings from the joint venture entered into with GE Capital in
February 1999. The joint venture has allowed this division to (1) diversify its
compression fleet and revenue base, (2) increase its gross profit, operating
income and cash flow for the division through consolidation savings and (3)
expand its geographic market presence.
Demand for our compression services in the first quarter of 1999 was down
for smaller horsepower compressor units, which are primarily dependent on North
American activity and are subject to commodity price volatility, and slightly up
for larger horsepower units. We expect that demand for smaller units will
increase during the year as natural gas prices increase. We are also actively
pursuing new long-term service contracts for many of the larger horsepower units
acquired by us in the joint venture as well as domestic and international field
management opportunities.
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The following chart sets forth additional data regarding the results of
our Compression Services Division for 1999 and 1998:
QUARTER ENDED
MARCH 31,
----------------------------
1999 1998
----------- -----------
(in thousands, except
percentages)
Revenues......................................... $ 42,583 $ 43,001
Gross Profit..................................... 12,029 9,816
Gross Profit %................................... 28.2% 22.8%
Selling, General and Administrative.............. $ 7,013 $ 5,143
Operating Income................................. 5,016 4,673
EBITDA........................................... 12,584 10,765
Minority Interest Before Taxes................... 1,494 --
Material items affecting the results of our Compression Services Division
for 1999 compared to 1998 were:
o The GE Capital joint venture added approximately $8.6 million in
revenues to the division for the first quarter of 1999. Our total
owned horsepower increased to over 850,000 horsepower making
our fleet the second largest fleet in the industry.
o Gross profit as a percentage of revenues increased due to
improved product and sales mix.
o The increase in selling, general and administrative expenses for
the first quarter of 1999 compared to 1998 primarily reflects
additional staff associated with our joint venture.
o Operating income benefited from improved margins and the joint
venture with GE Capital.
DRILLING PRODUCTS
Our Drilling Products Division continued to be severely impacted by the
decline in worldwide drilling activity in 1998 and 1999. Revenues for the first
quarter of 1999 were down by more than 50% from the high level recorded in the
first quarter of 1998. This division's backlog of drill stem products is being
replaced at diminishing rates. At March 31, 1999, the backlog in drill stem
products was $46.5 million compared to the backlog of $89.9 million at December
31, 1998.
The outlook for this division will be dependent on the timing of a
worldwide drilling recovery. Improvements in the demand for drill stem products
will likely lag any recovery in drilling activity by three to six months due to
existing customer inventory levels. Pending a recovery in drilling activity,
sales of drill stem products will be primarily limited to specialty products.
We recently entered into an agreement, subject to various regulatory
approvals, to purchase a 50.01% ownership interest in Voest-Alpine Stahlrohr
Kindberg KmbH & Co KG in Austria. Voest-Alpine owns a tubular mill in Austria
with a capacity of approximately 300,000 metric tons that is capable of
supplying a large portion of our green tube requirements in the U.S. We also
expect to enter into a long-term supply contract with the Voest-Alpine's mill on
desirable terms at the time of our investment. The impact of this investment and
supply contract should benefit our Drilling Products Division as the market
recovers by providing us with a reliable and economical source of raw materials
from a controlled affiliate, as well as a 50% profit participation in
Voest-Alpine's business.
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The following chart sets forth additional data regarding the results of
our Drilling Products Division for the first quarter of 1999 and 1998:
QUARTER ENDED
MARCH 31,
----------------------------
1999 1998
----------- ----------
(in thousands, except
percentages)
Revenues........................................ $ 88,493 $ 190,628
Gross Profit.................................... 12,907 55,840
Gross Profit %.................................. 14.6% 29.3%
Selling, General and Administrative............. $ 11,262 $ 11,161
Operating Income................................ 1,645 44,679
EBITDA.......................................... 8,852 52,311
Material items affecting the results of our Drilling Products Division
for the first quarter of 1999 compared to 1998 were:
o Sales of drill stem products are currently down by approximately
50% from the record level of sales recorded in the first quarter
of 1998.
o Sales of premium tubular products and connections were $32.0
million in the first quarter of 1999 compared to $80.1 million in
the first quarter of 1998 and $34.0 million in the fourth quarter
of 1998.
o The decrease in revenues for the first quarter of 1999 reflects
the overall decline in drilling activity.
o Premium tubular revenues declined in the first quarter of 1999
due to a decrease in demand as distributors' inventories fell in
light of prevailing market conditions.
o Gross profit, gross profit percentages and operating income
declined due to lower sales volume and high fixed costs
associated with the manufacturing operations.
o Operating income was down 96.3% and EBITDA was down 83.1% for the
first quarter of 1999 compared to the first quarter of 1998 due
to substantially lower sales and higher average costs.
o During the first quarter of 1999, we reduced the headcount in
this division by more than 330 people.
LIQUIDITY AND CAPITAL RESOURCES
Our current sources of capital are current cash, cash generated from
operations and borrowings under bank lines of credit. We believe that the
current reserves of cash and short-term investments, access to our existing
credit line 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 need additional capital in the form
of either debt, equity or a combination of both.
The following chart contains information regarding our capital resources and
borrowings and exposures as of March 31, 1999 and December 31, 1998:
MARCH 31, DECEMBER 31,
1999 1998
------------ -------------
(in thousands)
Cash and Cash Equivalents........................... $ 34,736 $ 40,201
Borrowings from Revolving Credit Facilities......... 109,923 117,279
Letters of Credit Outstanding....................... 26,214 29,937
Cumulative Foreign Currency Translation
Adjustment........................................ (90,663) (76,389)
International Assets Hedged (U.S. Dollar
Equivalent)....................................... 34,447 33,365
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The reduction in our cash and cash equivalents since December 31, 1998, was
primarily attributable to the acquisition of new businesses for approximately
$15.1 million in cash, the purchase of short-term investments of $11.9 million,
and capital expenditures for property, plant and equipment of $32.8 million,
offset by net borrowing on short-term debt of $19.2 million, and cash flow from
operations of $32.0 million.
REVIEW OF GRANT PRIDECO OPTIONS
In light of market conditions, our recently announced proposed investment
in Voest-Alpine and other future opportunities for our Grant Prideco Drilling
Products division, we are currently reviewing our options for this division,
including the desirability and feasibility of a spin-off of this division from
the rest of our company. Although we believe that the Drilling Products Division
is an important part of our company, its capital requirements and acquisition
and growth opportunities are very different from the remainder of Weatherford.
Many of these opportunities would not be feasible within the Weatherford group.
We expect this review will be completed by the third quarter of 1999, at which
time a decision will be made. Pending that decision, the Drilling Products
Division will continue to operate as a separate business division of our
company.
BANKING FACILITIES
In May 1998, we put in place a five-year unsecured revolving credit
facility that allows us to borrow up to $250.0 million at any time. The facility
consists of a $200.0 million U.S. credit facility and a $50.0 million Canadian
credit facility. Borrowings under this facility bear interest at a variable rate
based on the U.S. prime rate or LIBOR. Our credit facility contains customary
affirmative and negative covenants, including a maximum debt to capitalization
ratio, a minimum interest coverage ratio, a limitation on liens and a limitation
on asset dispositions.
CONVERTIBLE SUBORDINATED DEBENTURES
In November 1997, we completed a private placement of $402.5 million
principal amount of our 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027. The net proceeds from the Debentures were $390.9 million.
The Debentures bear interest at an annual rate of 5% and are convertible into
Common Stock at a price of $80 per share. We have the right to redeem the
Debentures at any time on or after November 4, 2000, at redemption prices
provided for in the indenture agreement, and are subordinated in right of
payment of principal and interest to the prior payment in full of certain
existing and future senior indebtedness. We also have the right to defer
payments of interest on the Debentures by extending the quarterly interest
payment period on the Debentures for up to 20 consecutive quarters at any time
when we are not in default in the payment of interest.
7 1/4% SENIOR NOTES DUE 2006
We have outstanding $200.0 million of publicly-traded 7 1/4% Senior Notes
due May 15, 2006. Interest on the 7 1/4% Senior Notes is payable semi-annually
on May 15 and November 15 of each year.
COMPRESSION FINANCING
Our Compression Services Division entered into a sale and leaseback
arrangement in December 1998 where it was provided with the right to sell up to
$200.0 million of compression units through December 1999 and lease them back
over a five year period under an operating lease. As of December 31, 1998, our
Compression Services Division had sold compressors under this arrangement,
having an appraised value of $119.6 million, and received cash of $100.0 million
and a receivable of $19.6 million. The obligations under this arrangement were
assumed by the joint venture with GE Capital. As of March 31, 1999, the joint
venture had received an additional $10.0 million from this receivable. The
remaining receivable balance of $9.6 million is classified in other current
assets on the accompanying Consolidated Condensed Balance Sheets as the balance
is due on demand.
In April 1999, the joint venture sold additional compressors under this
arrangement having an appraised value of approximately $80.0 million. Upon
receipt of the $80.0 million in cash, the joint venture will remit approximately
$56.0 million of the proceeds to GE Capital as part of the terms of the joint
venture.
CAPITAL EXPENDITURES
Our capital expenditures for property, plant and equipment during the first
quarter of 1999 were $32.8 million and primarily related to fishing tools,
tubular service equipment, and compression rental equipment. Much of the
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1999 capital expenditures related to projects initiated at the end of 1998.
Capital expenditures for 1999 are expected to be approximately $72.0 million.
Our compression operations are, by their nature, capital intensive and
require substantial investments in compressor units. These capital investments
have historically been financed through existing cash and internally generated
cash flow. We expect that future capital investments by our compression division
will be financed by our compression joint venture through debt, sale and
leaseback arrangements and other similar financing structures that are repaid
from the cash flows generated from the compressor units over the projected term
of rental of the equipment.
ACQUISITIONS AND JOINT VENTURE
Our company has grown substantially over the years through selective
acquisitions and combinations. In the first quarter of 1999, we completed four
acquisitions for our Completion and Oilfield Services Division which consisted
of cash plus assumed debt of $15.1 million.
In February 1999, we completed a joint venture with GE Capital Corporation
in which we combined our compression services operations with GE Capital's
Global Compression's services operations. The joint venture, which is known as
Weatherford Global Compression, is the world's second largest provider of
natural gas contract compression services and owns or manages over 4,000
compression units worldwide having approximately 850,000 horse power. The pro
forma combined 1998 revenues, operating income and EBITDA for the joint venture
was $256.9 million, $7.3 million and $52.1 million, respectively. We own 64% of
the joint venture and GE Capital owns 36%. We have the right to acquire GE
Capital's interest at anytime at a price equal to a third party market
determined value that is not less than book value. GE Capital also has the right
to require us to purchase its interest at any time after February 2001 at a
third party market determined value as well as request a public offering of its
interest after that date if we have not purchased its interest by that time.
The valuation of net assets to be conveyed to the joint venture is subject
to adjustment pending the resolution of items which must be agreed to by the
Company and GE Capital. The Company believes the ultimate resolution will not
have a material impact on the assets acquired or the Company's results of
operations as a result of such revision.
We also completed in February 1999, our acquisition of Christiana
Companies, Inc. for approximately 4.4 million shares of Common Stock and $20.6
million cash. In the acquisition we acquired through Christiana (1) 4.4 million
shares of our Common Stock, (2) cash, after distribution to the Christiana
shareholders, equal to the amount of Christiana's outstanding tax and other
liabilities and (3) a one-third interest in Total Logistic Control, a
refrigerated warehouse, trucking and logistics company. We acquired Christiana
because it gave us a unique opportunity to own an interest in TLC for
essentially no consideration.
We recently entered into an agreement, subject to various regulatory
approvals to purchase a 50.01% ownership interest in Voest-Alpine Stahlrohr
Kindberg KmgH & Co KG in Austria. Voest-Alpine owns a tubular mill in Austria
with a capacity of approximately 300,000 metric tons that is capable of
supplying a large portion of our green tube requirements in the U.S. We also
expect to enter into a long-term supply contract with the Voest-Alpine's mill on
desirable terms at the time of our investment. The impact of this investment and
supply contract should benefit our Drilling Products Division as the market
recovers by providing us with a reliable and economical source of raw materials
from a controlled affiliate, as well as a 50% profit participation in
Voest-Alpine's business.
Our 1999 acquisitions were accounted for using the purchase method of
accounting. The results of operations of all such acquisitions are included in
the Consolidated Condensed Statements of Income from their dates of acquisition.
The 1999 acquisitions were not material individually nor in the aggregate.
Some of our acquisitions have resulted in substantial goodwill associated
with their operations, including goodwill of approximately $30.4 million
relating to our acquisitions in the first quarter of 1999. The amortization
expense for goodwill and other intangibles during the first quarter of 1999 was
$6.8 million.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 provides a
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comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. SFAS No. 133 is effective for years
beginning after June 15, 1999. We are currently evaluating the impact of SFAS
No. 133 on our consolidated financial statements.
YEAR 2000 MATTERS
The Year 2000 issue is the risk that information systems, computers,
equipment and products using date-sensitive software or containing computer
chips with two-digit date fields will be unable to correctly process the Year
2000 date change. If not identified and corrected prior to the Year 2000,
failures could occur in our software, hardware, equipment and products and those
of our suppliers, vendors and customers that could result in interruptions in
our business. Any failure could have a material impact on us.
In response to the Year 2000 issue, we have prepared and implemented a plan
("Year 2000 Plan") to assess and remediate significant Year 2000 issues in our:
o information technology systems ("IT"), including computer software and
hardware
o non-information technology systems utilizing date-sensitive software
or computer chips ("Non-IT"), including products, facilities,
equipment and other infrastructures.
Our management information systems department ("MIS Department"), together
with our technical and engineering employees and outside consultants, are
responsible for the implementation and execution of the Year 2000 Plan. Our Year
2000 Plan is a comprehensive, multi-step process covering our IT and Non-IT
systems. The primary phases of the Year 2000 Plan are:
(1) assessing and analyzing our systems to identify those that are
not Year 2000 ready
(2) preparing cost and resource estimates to repair, remediate or
replace all systems that are not Year 2000 ready
(3) developing a Company-wide, detailed strategy to coordinate the
repair or replacement of all systems that are not Year 2000 ready
(4) implementing the strategy to make all systems Year 2000 ready
(5) verifying, testing and auditing the Year 2000 readiness of all
systems.
As of the end of 1998, the first phase of the Year 2000 Plan was completed
with respect to the assessment of our IT and Non-IT systems. The second phase
was also completed by the end of 1998. The third phase will be completed by the
end of the second quarter of 1999, the fourth phase and the fifth and final
phase will be completed by the end of the third quarter of 1999. Any unexpected
delays or problems that prevent us from completing all phases of the Year 2000
Plan in a timely manner could have a material adverse impact on us.
As part of the Year 2000 Plan, we are currently installing Year 2000 ready
business application systems and expect that these installations will be
complete by the end of the third quarter of 1999. We have retained outside
consultants to assist us with the installation of the new software and with the
assessment of the Year 2000 readiness of our IT systems. We expect to retain
additional consultants to assist us in the remediation and testing phases of the
Year 2000 Plan.
In addition to our assessment and review of our own systems, we have begun
communications with our third-party contractors, such as vendors, service
providers and customers, for the purpose of evaluating their readiness for the
Year 2000 and determining the extent to which we may be affected by the
remediation of their systems, software, applications and products. We expect to
further review and evaluate the Year 2000 programs of our significant
third-party contractors. However, there can be no guarantee that our IT and
Non-IT systems of third-party contractors will be Year 2000 ready or that the
failure of any such party to have Year 2000 ready systems would not result in
interruptions in our business which could have a material adverse impact on us.
In connection with the implementation and completion of the Year 2000 Plan,
we currently expect to incur pretax expenditures of approximately $11.2 million.
Since January 1998 we have incurred $9.5 million of such expenditures through
March 31, 1999, of which, approximately $7.3 million has been incurred in
connection with the replacement of our business application software and
approximately $2.2 million has been incurred in connection with the replacement
of certain IT hardware systems. We intend to continue to fund the Year 2000 Plan
expenditures with working capital and third-party lease financing. Based upon
information currently available, we believe that expenditures associated with
achieving Year 2000 compliance will not have a material impact on
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operating results. However, any unanticipated problems relating to the Year 2000
issue that result in materially increased expenditures could have a material
adverse impact on us.
The 1999 expenditures associated with the Year 2000 Plan represent
approximately 15% of our 1999 MIS Department's budget. Various other IT projects
that are not related to the Year 2000 issue have been deferred due to the Year
2000 efforts. The effects of these delays are not expected to have a material
impact on the Company.
We are unable to predict the most likely worst case Year 2000 scenario. We
are preparing a contingency plan in response to Year 2000 worst case scenario
and we estimate no lost revenues due to Year 2000 issues. However, there can be
no assurance that any contingency plan developed by us will be sufficient to
alleviate or remediate any significant Year 2000 problems that we may
experience.
The above discussion of our efforts and expectations relating to the risks
and uncertainties associated with the Year 2000 issues and our Year 2000 Plan
contain forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These statements involve predictions and
expectations concerning our ability to achieve Year 2000 compliance, the amount
of costs and expenses related to the Year 2000 issue and the effect the Year
2000 issue may have on business and results of operations. Certain risks and
uncertainties may cause actual results to be materially different from the
projected or expected results, the overall effect of which may have a materially
adverse impact on us. These risks and uncertainties include, but are not limited
to, unanticipated problems and costs identified in all phases of the Year 2000
Plan, our ability to successfully implement the Year 2000 Plan in a timely
manner and the ability of our suppliers, vendors and customers to make their
systems and products Year 2000 compliant.
EXPOSURES
Industry Exposure
Substantially all of our customers are engaged in the energy industry. This
concentration of customers may impact our overall exposure to credit risk,
either positively or negatively, in that customers may be similarly affected by
changes in economic and industry conditions. Many of our customers have slowed
the payment of their accounts in light of current industry conditions and others
have experienced greater financial difficulties in meeting their payment terms.
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 actual losses have historically been within our
expectations.
Litigation and Environmental Exposure
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. It is, however, possible
that an unexpected judgment could be rendered against us in cases in which we
could be uninsured and beyond the amounts that we currently have reserved or
anticipate incurring for that matter.
We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim that would likely 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
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Independent States, that are inherently subject to risks of war, political
disruption, civil disturbance and policies that may:
o disrupt oil and gas exploration and production activities;
o restrict the movement of funds;
o lead to U.S. government or international sanctions; and
o limit access to markets for periods of time.
Historically, the economic impact of such disruptions has been temporary,
and oil and gas exploration and production activities have resumed eventually in
relation to market forces. Certain areas, including the CIS, Algeria, Nigeria,
parts of the Middle East, the Asia-Pacific region and Latin America, have been
subjected to political disruption which 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 50.5% of our net assets 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 on
our balance sheet. In the first quarter of 1999, we recorded a $14.3 million
adjustment to our equity account primarily due to the impact of the decline in
Latin American currencies against the U.S. dollar.
FORWARD-LOOKING STATEMENTS
This report and our other filings with the Securities and Exchange Commission
and public releases contain statements relating to our future results, including
certain projections and business trends. We believe these statements constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.
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 Further Downturn in Market Conditions Could Affect Projected Results.
Any unexpected material changes in oil and gas prices or other market
trends would likely affect the forward-looking information contained in
this report. Our estimates as to future results and industry trends make
assumptions regarding the future prices of oil and gas and their effect on
the demand and pricing of our products and services. In analyzing the
market and its impact on us for 1999, we have made the following
assumptions:
o The recent increase in the price of oil will not have an
immediate favorable impact on our businesses.
o Average natural gas prices for 1999 will remain at or near their
current levels.
o World demand for oil will be up only marginally or flat.
o North American and international rig counts will remain at their
current low levels.
o Future growth in the industry will be dependent on technological
advances that can reduce the costs of exploration and production,
and technological improvements in tools used for re-entry,
thru-tubing and extended reach drilling as well as artificial
lift technologies will be important to our future.
These assumptions are based on various macro economic factors, and actual
market conditions could vary materially from those assumed.
A Continuation of the Low Rig Count Could Adversely Affect the Demand
for Our Products and Services. Our operations were materially affected by
the decline in the rig count during 1998 and 1999 to date. Although the
North American and international rig counts are at historical or near
historical lows, a continuation of the
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rig count at its current level for a prolonged period of time would
adversely affect our results as demand for oil related products and
services would continue to fall because of the uncertainty relating to the
future prices. In addition, any further material declines in the current
worldwide rig count or drilling activity would likely further reduce the
demand for our drilling products and services. Our forward-looking
statements regarding our drilling products assume there will not be any
further material declines in the worldwide rig count, in particular the
foreign rig count.
Projected Cost Savings Could Be Insufficient. During 1998 and 1999 to
date, we implemented a number of programs intended to reduce costs and
align our cost structure with the current market environment. Our
forward-looking statements regarding cost savings and their impact on our
business assume these measures will generate the savings expected. However,
if the markets continue to decline, additional actions may be necessary to
achieve the desired savings.
Weatherford's Success is Dependent upon Technological Advances. Our
ability to succeed with our long-term growth strategy is dependent on the
technological competitiveness of our product and service offerings. A
central aspect of our growth strategy is to enhance the technology of our
products and services, to expand the markets for many of our products
through the leverage of our worldwide infrastructure and to enter new
markets and expand in existing markets with technologically advanced
value-added products. Our forward-looking statements have assumed only a
small amount of near-term growth from these new products and services.
Unexpected Year 2000 Problems Could Have an Adverse Financial Impact.
We have not fully determined the impact of Year 2000 on our systems and
products. It is possible that unexpected problems associated with the Year
2000 could arise during the implementation of our Year 2000 program that
could have a material adverse effect on our business, financial condition
and results of operations. We are currently in the assessment and initial
implementation phases of our Year 2000 program and expect it to be
completed by the fourth quarter of 1999.
Economic Downturn in Asia and South America Could Adversely Affect
Demand for Products and Services. The economic downturn in Asia has begun
to affect the economies in other regions of the world, including South
America and the Former Soviet Union. To date, the economies in the United
States and Europe have not been materially affected. If the United States
or European economies were to begin to decline or if the economies of South
America or Asia were to experience further material problems, the demand
and price for oil and gas and our products and services could fall further
and adversely affect our revenues and income. We have assumed that a
worldwide recession will not occur as a result of the economic downturn in
Asia and South America. A material decline in the Chinese economy or
devaluation of its currency could cause further deterioration to the Asian
and world economies.
Currency Fluctuations Could Have a Material Adverse Financial Impact. A
material decline in currency rates in our markets could affect our future
results as well as affect the carrying values of our assets. World
currencies have been subject to much volatility. Our forward-looking
statements assume no material impact from changes in currencies because our
financial position is generally dollar based or hedged. For those revenues
denominated in local currency the effect of foreign currency fluctuations
is largely mitigated because local expenses are denominated in the same
currency.
Changes in Global Trade Policies Could Adversely Impact Operations.
Changes in global trade policies in our markets could impact our operations
in these markets. We have assumed that there will be no material changes in
global trading policies.
Unexpected Litigation and Legal Disputes Could Have a Material Adverse
Financial Impact. If we experience unexpected litigation or unexpected
results in our existing litigation having a material effect on results, the
accuracy of the forward-looking statements would be affected. Our
forward-looking statements assume that there will be no such unexpected
litigation or results.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the Securities and Exchange Commission. For additional information
regarding risks and uncertainties, see our other current year filings with the
Commission under the Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended. We will generally update our assumptions in
our filings as circumstances require.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's special meeting of stockholders held on February 8, 1999,
the stockholders of the Company approved (1) the acquisition by merger of
Christiana Companies, Inc. ("Christiana") and (2) the postponement or
adjournment of the special meeting to solicit additional votes if there were not
sufficient votes to approve the acquisition of Christiana. The acquisition of
Christiana is pursuant to an Amended and Restated Agreement and Plan of Merger
dated as of October 14, 1998, as amended, among the Company, Christiana, C2,
Inc. and Christiana Acquisition, Inc. The company completed the acquisition of
Christiana in exchange for (i) 4,399,742 shares of the Company's Common Stock
and (ii) approximately $20.0 million in cash. There were no broker non-votes.
The following sets forth the results of the voting:
Withheld/
For Against Abstained
-------------- ---------------- ---------------
Acquisition of Christiana.................. 64,576,294 5,089,133 216,786
Postponement or Adjournment................ 51,261,575 18,455,730 164,908
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Employment Agreement dated as of March 1, 1999, between Weatherford
International, Inc. and Bruce F. Longaker, Jr.
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
1) Current Report on Form 8-K dated February 4, 1999, announcing the
completed formation of a joint venture between the Company and General
Electric Capital Corporation, a New York corporation, into which both
contributed their gas compression business and related assets and
operations.
2) Current Report on Form 8-K dated February 18, 1999, announcing the (i)
the Company's earnings for the year and quarter ended December 31,
1998, and (ii) the completion of the acquisition of Christiana
Companies, Inc. following the approval of the acquisition by the
stockholders of the Company at a special meeting.
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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/ Bruce F. Longaker, Jr.
-----------------------------------------
Bruce F. Longaker, Jr.
Senior 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 14, 1999
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- -------- -----------
10.1 Employment Agreement dated as of March 1, 1999, between Weatherford
International, Inc. and Bruce F. Longaker, Jr.
27.1 Financial Data Schedule