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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER: 001-13439
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DRIL-QUIP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-2162088
(STATE OR OTHER
JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR
ORGANIZATION ) IDENTIFICATION NO.)
13550 HEMPSTEAD HIGHWAY 77040
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 939-7711
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.01 par value per share New York Stock Exchange
Rights to purchase Series A Junior Participating Preferred Stock New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). YES [X] NO [_]
At June 28, 2002, the aggregate market value of the registrant's Common
Stock held by non-affiliates of the registrant was approximately $168,334,000
based on the closing price of such stock on such date of $24.95.
At March 21, 2003, the number of shares outstanding of registrant's Common
Stock was 17,293,373.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 2003 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A are incorporated by
reference in Part III of this Form 10-K.
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TABLE OF CONTENTS
PART I......................................................................................... 2
Item 1. Business.................................................................. 2
Item 2. Properties................................................................ 10
Item 3. Legal Proceedings......................................................... 10
Item 4. Submission of Matters to a Vote of Security Holders....................... 10
Item S-K 401(b). Executive Officers of the Registrant...................................... 11
PART II........................................................................................ 12
Item 5. Market for Registrant's Common Stock and Related Shareholder Matters...... 12
Item 6. Selected Financial Data................................................... 13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk................ 19
Item 8. Financial Statements and Supplementary Data............................... 20
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.............................................................. 36
PART III....................................................................................... 36
Item 10. Directors and Executive Officers of the Registrant........................ 36
Item 11. Executive Compensation.................................................... 36
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters..................................................... 36
Item 13. Certain Relationships and Related Party Transactions...................... 36
Item 14. Controls and Procedures................................................... 36
PART IV........................................................................................ 37
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......... 37
1
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K includes certain statements that may be
deemed to be "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Statements contained in all parts of this document that are not historical
facts are forward looking statements that involve risks and uncertainties that
are beyond Dril-Quip's control. You can identify Dril-Quip's forward looking
statements by the words "anticipate," "estimate," "expect," "may," "project,"
"believe" and similar expressions. These forward-looking statements include the
following types of information and statements as they relate to Dril-Quip:
. scheduled, budgeted and other future capital expenditures;
. working capital requirements;
. the availability of expected sources of liquidity;
. statements regarding the market for Dril-Quip products;
. statements regarding the exploration and production activities of
Dril-Quip customers; and
. all statements regarding future operations, financial results, business
plans and cash needs.
These statements are based upon certain assumptions and analyses made by
management of Dril-Quip in light of its experience and its perception of
historical trends, current conditions, expected future developments and other
factors it believes are appropriate in the circumstances. Such statements are
subject to a number of assumptions, risks and uncertainties, including but not
limited to, those relating to the volatility of oil and natural gas prices and
the cyclical nature of the oil and gas industry, Dril-Quip's international
operations, operating risks, Dril-Quip's dependence on key employees,
Dril-Quip's dependence on skilled machinists and technical personnel,
Dril-Quip's reliance on product development and possible technological
obsolescence, control by certain stockholders, the potential impact of
governmental regulation and environmental matters, competition, reliance on
significant customers, political instability, acts of terrorism or war, the
risk factors discussed herein and other factors detailed in Dril-Quip's other
filings with the Securities and Exchange Commission. Prospective investors are
cautioned that any such statements are not guarantees of future performance,
and that, should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may vary
materially from those indicated.
PART I
ITEM 1. Business
GENERAL
Dril-Quip, Inc., a Delaware corporation ("Dril-Quip" or the "Company"), is
one of the world's leading manufacturers of highly engineered offshore drilling
and production equipment which is well suited for use in deepwater, harsh
environment and severe service applications. The Company designs and
manufactures subsea equipment, surface equipment and offshore rig equipment for
use by major integrated, large independent and foreign national oil and gas
companies in offshore areas throughout the world. The Company's principal
products consist of subsea and surface wellheads, subsea and surface production
trees, mudline hanger systems, specialty connectors and associated pipe,
drilling and production riser systems, wellhead connectors and diverters. The
Company also provides installation and reconditioning services and rents
running tools for use in connection with the installation and retrieval of its
products.
Dril-Quip has developed its broad line of subsea equipment, surface
equipment and offshore rig equipment primarily through its internal product
development efforts. The Company believes that it has achieved significant
market share and brand name recognition with respect to its established
products due to the technological capabilities, reliability, cost effectiveness
and operational timesaving features of these products. In particular, the
Company's Quik- Thread(R) and Quik-Stab(R) specialty connectors, MS-15(R)
mudline hanger systems and SS-10(R) and SS-15(R) subsea
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wellheads are among the most widely used in the industry. During the 1990s, the
Company introduced a number of new products, including diverters, wellhead
connectors, dual-bore and single-bore subsea production trees, subsea and
platform valves, platform wellheads, platform trees, drilling risers and Spar
and Tension Leg Platform (TLP) production risers. Dril-Quip is currently
involved in the development of a number of new products, including liner
hangers, slug suppression systems, and control systems.
Dril-Quip markets its products through its offices and sales representatives
located in all of the major international energy markets throughout the world.
In 2002, the Company generated approximately 63% of its revenues from foreign
sales. The Company manufactures its products at its facilities located in
Houston, Texas; Aberdeen, Scotland; and Singapore, and maintains additional
facilities for fabrication and/or reconditioning in Brazil, Norway, Denmark and
Australia. Dril-Quip's manufacturing operations are vertically integrated, with
the Company performing substantially all of its forging, heat treating,
machining, fabrication, inspection, assembly and testing at its own facilities.
The Company was co-founded in 1981 by Larry E. Reimert, Gary D. Smith, J.
Mike Walker and Gary W. Loveless. Together, Messrs. Reimert, Smith and Walker
have over 90 years of combined experience in the oilfield equipment industry,
essentially all of which has been with the Company and its major competitors.
In addition, key department managers have been with the Company over 10 years,
on average.
We make available free of charge on our internet website our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable
after we electronically file such reports with, or furnish them to, the SEC.
Our web site address is http://www.dril-quip.com.
INDUSTRY OVERVIEW
Both the market for offshore drilling and production equipment and services
and the Company's business are substantially dependent on the condition of the
oil and gas industry and, in particular, the willingness of oil and gas
companies to make capital expenditures on exploration, drilling and production
operations offshore. The level of capital expenditures is generally dependent
upon the prevailing view of future oil and gas prices, which are influenced by
numerous factors affecting the supply and demand for oil and gas, including
worldwide economic activity, interest rates and the cost of capital,
environmental regulation, tax policies, and the ability of OPEC and other
producing nations to set and maintain production levels and prices. Capital
expenditures are also dependent on the cost of exploring for and producing oil
and gas, the sale and expiration dates of offshore leases in the United States
and overseas, the discovery rate of new oil and gas reserves in offshore areas
and technological advances. Oil and gas prices and the level of offshore
drilling and production activity have historically been characterized by
significant volatility.
During 2002, the continuing worldwide economic recession, combined with
uncertainties related to the situation in the Middle East, contributed to
ongoing weakness in the oil service sector. The Company expects this weakness
to continue at least through the first half of 2003. In any event, any future
decline in hydrocarbon prices significantly below historical levels would
likely have a material adverse effect on the Company's results of operations.
There can be no assurance that the current oil price levels will lead to
increased oil and gas exploration and production activity or that demand for
the Company's products and services will reflect such improvement, if any.
PRODUCTS AND SERVICES
Product Group
Dril-Quip designs, manufactures, fabricates, inspects, assembles, tests and
markets subsea equipment, surface equipment and offshore rig equipment. In
2002, the Company derived approximately 84% of its revenues from the sale of
its products. The Company's products are used to explore for oil and gas on
offshore drilling rigs, such as floating rigs and jack-ups, and for drilling
and production of oil and gas wells on offshore platforms, TLPs, Spars and
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moored vessels such as FPSOs. TLPs are floating production platforms that are
connected to the ocean floor via vertical mooring tethers (called tension
legs). A Spar is a floating cylindrical structure approximately six or seven
times longer than its diameter that is anchored in place (like a Spar buoy).
FPSOs are floating production, storage and offloading monohull moored vessels.
Sales of the Company's equipment in connection with TLPs, Spars and FPSOs are
becoming increasingly important sources of revenues.
Subsea Equipment. Subsea equipment is used in the drilling and production
of offshore oil and gas wells around the world. Included in the subsea
equipment product line are subsea wellheads, mudline hanger systems, specialty
connectors and associated pipe, subsea production trees, valves and TLP and
Spar well systems.
Subsea wellheads are pressure-containing forged and machined metal housings
in which casing hangers are landed and sealed subsea to suspend casing
(downhole pipe). As drilling depth increases, successively smaller diameter
casing strings are installed, each suspended by an independent casing hanger.
Subsea wellheads are utilized when drilling from floating drilling rigs, either
semi-submersible or drillship types, and TLPs and Spars. In 1999, the Company
introduced its SS-15 Big Bore Subsea Wellhead System, which was designed to
accommodate additional casing strings installed through a conventional marine
riser and a subsea blowout preventer. The Company generally supplies subsea
wellheads to customers from inventory.
Mudline hanger systems are used in jack-up drilling operations to support
the weight of the various casing strings at the ocean floor while drilling a
well. They also provide a method to disconnect the casing strings in an orderly
manner at the ocean floor after the well has been drilled, and subsequently
reconnect to enable production of the well by either tying it back vertically
to a subsequently-installed platform or by installing a subsea tree. The
Company generally supplies mudline hanger systems to customers from inventory.
Large diameter weld-on specialty connectors (threaded or stab type) are used
in offshore wells drilled from floating drilling rigs, jack-ups, fixed
platforms, TLPs and Spars. Specialty connectors join lengths of conductor or
large diameter (16-inch or greater) casing. Specialty connectors provide a more
rapid connection than other methods of connecting lengths of pipe. Connectors
may be sold individually or as an assembly after being welded to sections of
Company or customer supplied pipe. Dril-Quip's weld-on specialty connectors are
designed to prevent cross threading and provide a quick, convenient method of
joining casing joints with structural integrity compatible with casing
strength. The Company generally supplies specialty connectors individually or
specialty connectors welded to pipe from inventory.
A subsea production tree is an assembly composed of valves, a wellhead
connector, control equipment and various other components installed on a subsea
wellhead or a mudline hanger system and used to control the flow of oil and gas
from a producing well. Subsea trees may be either stand alone satellite type or
template mounted cluster arrangements. Both types typically produce via
flowlines to a central control point located on a platform, TLP, Spar or FPSO.
The use of subsea production trees has become an increasingly important method
for producing wells located in hard-to-reach deepwater areas or economically
marginal fields located in shallower waters. The Company is an established
manufacturer of more complicated dual-bore production trees, which are used in
severe service applications. In addition, Dril-Quip manufactures a patented
single bore (SingleBore/TM/) subsea completion system which features a
hydraulic mechanism instead of a wireline-installed mechanism that allows the
operator to plug the tubing hanger annulus remotely from the surface via a
hydraulic control line and subsequently unplug it when the well is put on
production. This mechanism eliminates the need for an expensive multibore
installation and workover riser, thereby saving both cost and installation
time. In addition, Dril-Quip introduced a new guidelineless subsea production
tree in 1999 for use in ultra-deepwater applications. This tree features remote
multiple flowline and control connections, utilizing remotely operated
intervention tools. During 2000, the first tree of this type was successfully
installed in approximately 6,000 feet of water off the coast of Brazil, the
first of several that have been supplied to this area. The Company's subsea
production trees are generally custom designed and manufactured to customer
specifications.
4
Surface Equipment. Surface equipment is principally used for flow control
on offshore production platforms, TLPs and Spars. Included in the Company's
surface equipment product line are platform wellheads and platform production
trees. Dril-Quip's development of platform wellheads and platform production
trees was facilitated by adaptation of its existing subsea wellhead and tree
technology to surface wellheads and trees.
Platform wellheads are pressure-containing forged and machined metal
housings in which casing hangers are landed and sealed at the platform deck to
suspend casings. The Company emphasizes the use of metal-to-metal sealing
wellhead systems with operational time-saving features which can be used in
high pressure, high temperature and corrosive drilling and production
applications.
After installation of a wellhead, a platform production tree, consisting of
gate valves, a wellhead connector, controls, tree cap and associated equipment,
is installed on the wellhead to control and regulate oil or gas production.
Platform production trees are similar to subsea production trees but utilize
less complex equipment and more manual, rather than hydraulically activated,
valves and connectors. Platform wellheads and platform production trees and
associated equipment are designed and manufactured in accordance with customer
specifications.
Offshore Rig Equipment. Offshore rig equipment includes drilling and
production riser systems, wellhead connectors and diverters. The drilling riser
system consists of (i) lengths of riser pipe and associated riser connectors
that secure one to another; (ii) the telescopic joint, which connects the
entire drilling riser system to the diverter at the rig and provides a means to
compensate for vertical motion of the rig relative to the ocean floor; and
(iii) the wellhead connector, which provides a means for remote connection and
disconnection of the drilling riser system to and from the BOP stack.
Production risers provide a vertical conduit from the subsea wellhead to a TLP,
Spar or FPSO. The wellhead connector also provides remote
connection/disconnection of the BOP stack, production tree or production riser
to/from the wellhead. Diverters are used to provide protection from shallow gas
blowouts and to divert gases off of the rig during the drilling operation.
Wellhead connectors and drilling and production riser systems are also used
on both TLPs and Spars, which are being installed more frequently in deepwater
applications. The principal markets for offshore rig equipment are new rigs,
rig upgrades, TLPs and Spars. Diverters, drilling and production risers and
wellhead connectors are generally designed and manufactured to customer
specifications.
Certain products of the Company are used in potentially hazardous drilling,
completion and production applications that can cause personal injury, product
liability and environmental claims. Litigation arising from a catastrophic
occurrence at a location where the Company's equipment and/or services are used
may in the future result in the Company being named as a defendant in lawsuits
asserting potentially large claims. The Company maintains insurance coverage
that it believes is customary in the industry. Such insurance does not,
however, provide coverage for all liabilities (including liability for certain
events involving pollution), and there is no assurance that its insurance
coverage will be adequate to cover claims that may arise or that the Company
will be able to maintain adequate insurance at rates it considers reasonable.
The occurrence of an event not fully covered by insurance could have a material
adverse effect on the financial condition and results of operations of the
Company.
Service Group
Dril-Quip's Service Group provides field installation services,
reconditioning of its products which are customer-owned, and rental running
tools for installation and retrieval of its products. These services are
provided from the Company's worldwide locations and represented approximately
16% of revenues in 2002.
Field Installation. Dril-Quip provides field installation services through
the use of its technicians. These technicians assist in the onsite installation
of Company products and are available on a 24-hour call out from the Company's
facilities located in Houston, Texas; Aberdeen, Scotland; Stavanger, Norway;
Esbjerg, Denmark; Singapore; Perth, Australia; and Macae, Brazil.
5
Reconditioning. The Company provides reconditioning of its products at its
facilities in Houston, Texas; Aberdeen, Scotland; Stavanger, Norway; Singapore;
and Macae, Brazil.
Rental. The Company rents running and installation tools for use in
installing its products. These tools are used to install and retrieve Company
products which are purchased by customers. Running tools are available from
Dril-Quip's locations in Houston, Texas; Aberdeen, Scotland; Stavanger, Norway;
Esbjerg, Denmark; Beverwijk, Holland; Singapore; Perth, Australia; and Macae,
Brazil.
MANUFACTURING
Dril-Quip has major manufacturing facilities in Houston, Texas; Aberdeen,
Scotland; and Singapore. Each location conducts a broad variety of processes,
including machining, fabrication, inspection, assembly and testing. The Houston
facility provides forged and heat treated products to all the major
manufacturing facilities.
The Company's Houston and Aberdeen manufacturing plants are ISO 9001 and
American Petroleum Institute certified. In addition, the Company's
manufacturing facility in Singapore is ISO 9001 certified. See
"Properties--Major Manufacturing Facilities." Dril-Quip maintains its high
standards of product quality through the use of quality assurance specialists
who work with product manufacturing personnel throughout the manufacturing
process by inspecting and documenting equipment as it is processed through the
Company's manufacturing facilities. The Company has the capability to
manufacture various products from each of its product lines at its major
manufacturing facilities and believes that this localized manufacturing
capability is essential in order to compete with the Company's major
competitors.
The Company's manufacturing process is vertically integrated, producing, in
house, a majority of its forging requirements and essentially all of its heat
treatment, machining, fabrication, inspection, assembly and testing. The
Company's primary raw material is cast steel ingots, from which it produces
steel shaped forgings at its forging and heat treatment facility. The Company
routinely purchases steel ingots from approximately four suppliers on a
purchase order basis and does not have any long-term supply contracts. The
Company's Houston facility provides forgings and heat treatment for its
Aberdeen and Singapore facilities. The Company's major competitors depend on
outside sources for all or a substantial portion of their forging and heat
treatment requirements. The Company has made significant capital investments in
developing its vertically integrated manufacturing capability. Prolonged
periods of low demand in the market for offshore drilling and production
equipment could have a greater effect on the Company than on certain of its
competitors that have not made large capital investments in facilities.
Dril-Quip's manufacturing facilities utilize state-of-the-art computer
numerically controlled ("CNC") machine tools and equipment, which contribute to
the Company's product quality and timely delivery. The Company has also
developed a cost effective, in-house machine tool rebuild capability which
produces "like new" machine upgrades with customized features to enhance the
economic manufacture of its specialized products. The Company purchases quality
used machine tools as they become available and stores them at its facilities
to be rebuilt and upgraded as the need arises. Rebuilding used machine tools
allows for greater customization suitable for manufacturing Dril-Quip
proprietary product lines. This provides the added advantage of requiring only
in-house expertise for repairs and maintenance of these machines. A significant
portion of the Company's manufacturing capacity growth has been through the
rebuild/upgrade of quality used machine tools, including the replacement of
outdated control systems with state-of-the-art CNC controls.
The Company has increased its facilities at its Eldridge site in Houston,
Texas from approximately 280,000 square feet at the end of 1997 to
approximately 851,000 square feet at the end of 2002. Dril-Quip has
consolidated its Houston manufacturing operations by moving its finish
machining, assembly and warehouse functions from its Hempstead Highway location
to its larger, state-of-the-art Eldridge Parkway facility.
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CUSTOMERS
The Company's principal customers are major integrated oil and gas
companies, large independent oil and gas companies and foreign national oil and
gas companies. Offshore drilling contractors and engineering and construction
companies also represent a minor customer base. The Company's customers are
generally oil and gas companies that are well-known participants in offshore
exploration and production.
The Company is not dependent on any one customer or group of customers. In
2001, the Company's top 15 customers represented approximately 67% of total
revenues, with BP p.l.c. accounting for approximately 13%, and ChevronTexaco
Corp. accounting for approximately 10% of revenues. In 2002, the Company's top
15 customers represented approximately 63% of total revenues, with Shell
accounting for approximately 14% of revenues. The number and variety of the
Company's products required in a given year by any one customer depends upon
the amount of that customer's capital expenditure budget devoted to offshore
exploration and production in any single year and on the results of competitive
bids for major projects. Consequently, a customer that accounts for a
significant portion of revenues in one fiscal year may represent an immaterial
portion of revenues in subsequent years. While the Company is not dependent on
any one customer or group of customers, the loss of one or more of its
significant customers could, at least on a short-term basis, have an adverse
effect on the Company's results of operations.
MARKETING AND SALES
Dril-Quip markets its products and services throughout the world directly
through its sales personnel in two domestic and eleven international locations.
In addition, in certain foreign markets where the Company does not maintain
offices, it utilizes independent sales representatives to enhance its marketing
and sales efforts. Some of the locations in which Dril-Quip has sales
representatives are India, Canada, Mexico, the Philippines, Brazil, Indonesia,
Malaysia, China, Japan, and the Middle East. Although they do not have
authority to contractually bind the Company, these representatives market the
Company's products in their respective territories in return for sales
commissions. The Company also places print advertising from time to time in
trade and technical publications targeted to its customer base. It also
participates in industry conferences and trade shows to enhance industry
awareness of its products.
The Company's customers generally order products on a purchase order basis.
Orders are typically filled within two weeks to three months after receipt of a
purchase order, depending on the type of product and whether it is sold out of
inventory or requires some customization. Contracts for certain of the
Company's larger, more complex products, such as subsea production trees,
drilling risers and equipment for TLPs and Spars can take a year or more to
complete.
The primary factors influencing a customer's decision to purchase the
Company's products are the quality, reliability and reputation of the product,
price and technologically superior features. Timely delivery of equipment is
also very important to customer operations and the Company maintains an
experienced sales coordination staff to help assure such delivery. For large
drilling and production system orders, project management teams coordinate
customer needs with engineering, manufacturing and service organizations, as
well as with subcontractors and vendors.
A portion of the Company's business consists of designing, manufacturing,
selling and installing equipment for major projects pursuant to competitive
bids, and the number of such projects in any year fluctuates. The Company's
profitability on such projects is critically dependent on making accurate and
cost effective bids and performing efficiently in accordance with bid
specifications. Various factors can adversely affect the Company's performance
on individual projects, with potential adverse effects on project profitability.
PRODUCT DEVELOPMENT AND ENGINEERING
The technological demands of the oil and gas industry continue to increase
as offshore exploration and drilling expand into more hostile environments.
Conditions encountered in these environments include well pressures of up
7
to 15,000 psi (pounds per square inch), mixed flows of oil and gas under high
pressure that may also be highly corrosive and water depths in excess of 8,000
feet. Since its founding, Dril-Quip has actively engaged in continuing product
development to generate new products and improve existing products. When
developing new products, the Company typically seeks to design the most
technologically advanced version for a particular application to establish its
reputation and qualification in that product. Thereafter, the Company leverages
its expertise in the more technologically advanced product to produce less
costly and complex versions of the product for less demanding applications. The
Company also focuses its activities on reducing the overall cost to the
customer, which includes not only the initial capital cost but also operating
and installation costs associated with its products.
The Company has continually introduced new products and product enhancements
since its founding in 1981. In the 1990s, the Company introduced a series of
new products, including diverters, wellhead connectors, SingleBore/TM/ subsea
trees, improved severe service dual bore subsea trees, subsea and platform
valves, platform wellheads, platform trees, subsea tree workover riser systems,
drilling risers and TLP and Spar production riser systems. Drip-Quip is
currently involved in the development of a number of new products, including
liner hangers, slug suppression systems, and control systems.
Dril-Quip's product development work is conducted at its facilities in
Houston, Texas and Aberdeen, Scotland. In addition to the work of its product
development staff, the Company's application engineering staff provides
engineering services to customers in connection with the design and sales of
its products. The Company's ability to develop new products and maintain
technological advantages is important to its future success. There can be no
assurance that the Company will be able to develop new products, successfully
differentiate itself from its competitors or adapt to evolving markets and
technologies.
The Company believes that the success of its business depends more on the
technical competence, creativity and marketing abilities of its employees than
on any individual patent, trademark or copyright. Nevertheless, as part of its
ongoing product development and manufacturing activities, Dril-Quip's policy
has been to seek patents when appropriate on inventions concerning new products
and product improvements. All patent rights for products developed by employees
are assigned to the Company and almost all of the Company's products have
components that are covered by patents.
Dril-Quip has numerous U.S. registered trademarks, including Dril-Quip(R),
Quik-Thread(R), Quick-Stab(R), Multi-Thread(R), MS-15(R), SS-15(R), SS-10(R),
SU-90(R), LS-15(R) and DX(R). The Company has registered its trademarks in the
countries where such registration is deemed material.
Although in the aggregate the Company's patents and trademarks are of
considerable importance to the manufacturing and marketing of many of its
products, the Company does not consider any single patent or trademark or group
of patents or trademarks to be material to its business as a whole, except the
Dril-Quip(R) trademark. The Company also relies on trade secret protection for
its confidential and proprietary information. The Company routinely enters into
confidentiality agreements with its employees and suppliers. There can be no
assurance, however, that others will not independently obtain similar
information or otherwise gain access to the Company's trade secrets.
COMPETITION
Dril-Quip faces significant competition from other manufacturers of
exploration and production equipment. Several of its primary competitors are
diversified multinational companies with substantially larger operating staffs
and greater capital resources than those of the Company and which, in many
instances, have been engaged in the manufacturing business for a much longer
time than the Company. The Company competes principally with ABB Vetco Gray
Inc. (a subsidiary of Asea Brown Boveri, more commonly referred to as ABB), and
the petroleum production equipment segments of Cooper Cameron Corporation, FMC
Technologies, Inc. and Aker Kvaerner.
Because of their relative size and diversity of products, several of these
companies have the ability to provide "turnkey" services for offshore drilling
and production applications, which enables them to use their own products to
8
the exclusion of Dril-Quip's products. The Company also competes to a lesser
extent with a number of other companies in various products. The principal
competitive factors in the petroleum drilling and production equipment markets
are quality, reliability and reputation of the product, price, technology,
service and timely delivery.
EMPLOYEES
The total number of the Company's employees as of December 31, 2002 was
1,454. Of these, 918 were located in the United States. Substantially all of
the Company's employees are not covered by collective bargaining agreements,
and the Company considers its employee relations to be good.
The Company's operations depend in part on its ability to attract a skilled
labor force. While the Company believes that its wage rates are competitive and
that its relationship with its skilled labor force is good, a significant
increase in the wages paid by competing employers could result in a reduction
of the Company's skilled labor force, increases in the wage rates paid by the
Company or both. If either of these events were to occur, in the near-term, the
profits realized by the Company from work in progress would be reduced and, in
the long-term, the production capacity and profitability of the Company could
be diminished and the growth potential of the Company could be impaired.
GOVERNMENTAL REGULATIONS
Many aspects of the Company's operations are affected by political
developments and are subject to both domestic and foreign governmental
regulations, including those relating to oilfield operations, worker safety and
the protection of the environment. In addition, the Company depends on the
demand for its services from the oil and gas industry and, therefore, is
affected by changing taxes, price controls and other laws and regulations
relating to the oil and gas industry generally, including those specifically
directed to offshore operations. The adoption of laws and regulations
curtailing exploration and development drilling for oil and gas for economic or
other policy reasons could adversely affect the Company's operations by
limiting demand for the Company's products.
In recent years, increased concern has been raised over the protection of
the environment. Offshore drilling in certain areas has been opposed by
environmental groups and, in certain areas, has been restricted. To the extent
that new laws or other governmental actions prohibit or restrict offshore
drilling or impose additional environmental protection requirements that result
in increased costs to the oil and gas industry in general and the offshore
drilling industry in particular, the business of the Company could be adversely
affected. The Company cannot determine to what extent its future operations and
earnings may be affected by new legislation, new regulations or changes in
existing regulations.
The Company's operations are affected by numerous foreign, federal, state
and local environmental laws and regulations. The technical requirements of
these laws and regulations are becoming increasingly expensive, complex and
stringent. These laws may provide for "strict liability" for damages to natural
resources or threats to public health and safety, rendering a party liable for
the environmental damage without regard to negligence or fault on the part of
such party. Sanctions for noncompliance may include revocation of permits,
corrective action orders, administrative or civil penalties and criminal
prosecution. Certain environmental laws provide for joint and several strict
liability for remediation of spills and releases of hazardous substances. In
addition, companies may be subject to claims alleging personal injury or
property damage as a result of alleged exposure to hazardous substances, as
well as damage to natural resources. Such laws and regulations may also expose
the Company to liability for the conduct of or conditions caused by others, or
for acts of the Company that were in compliance with all applicable laws at the
time such acts were performed. Compliance with environmental laws and
regulations may require the Company to obtain permits or other authorizations
for certain activities and to comply with various standards or procedural
requirements. The Company believes that its facilities are in substantial
compliance with current regulatory standards.
Based on the Company's experience to date, the Company does not currently
anticipate any material adverse effect on its business or consolidated
financial position as a result of future compliance with existing environmental
9
laws and regulations controlling the discharge of materials into the
environment. However, future events, such as changes in existing laws and
regulations or their interpretation, more vigorous enforcement policies of
regulatory agencies, or stricter or different interpretations of existing laws
and regulations, may require additional expenditures by the Company, which may
be material.
ITEM 2. Properties
MAJOR MANUFACTURING FACILITIES
BUILDING SIZE LAND
(APPROXIMATE (APPROXIMATE
LOCATION SQUARE FEET) ACREAGE) OWNED OR LEASED
-------- ------------- ------------ ----------------
Houston, Texas
--13550 Hempstead Highway. 175,000 15 Owned
14,000 -- Leased (offices)
--6401 N. Eldridge Parkway 851,000 218 Owned
Aberdeen, Scotland.......... 137,000 14 Owned
15,000 -- Leased (offices)
Singapore................... 53,000 -- Owned
-- 3.4 Leased
Dril-Quip's manufacturing facilities in Houston and Aberdeen are capable of
manufacturing each of its products, and the facility in Singapore is capable of
manufacturing most of the Company's established products.
SALES, SERVICE AND RECONDITIONING FACILITIES
BUILDING SIZE LAND
(APPROXIMATE (APPROXIMATE
LOCATION(1) SQUARE FEET) ACREAGE) ACTIVITY
----------- ------------- ------------ --------------------------------------------------
New Orleans, Louisiana 2,300 -- Sales/Service
Beverwijk, Holland.... 5,200 0.2 Sales/Warehouse
Perth, Australia...... 1,600 -- Sales/Service
Darwin, Australia..... 2,500 1.0 Service/Warehouse
Stavanger, Norway..... 42,000 6.1 Sales/Service/Reconditioning/Warehouse/Fabrication
Esbjerg, Denmark...... 19,400 1.2 Sales/Service/Reconditioning/Warehouse
Macae, Brazil......... 32,000 10.0 Sales/Service/Reconditioning/Warehouse/Fabrication
Paris, France......... 1,000 -- Sales
- --------
(1) All facilities leased except Stavanger, Norway which is owned.
The Company also performs sales, service and reconditioning activities at
its facilities in Houston, Aberdeen and Singapore. As part of its capital
expansion program, the Company has expanded its facilities in Stavanger and
Singapore to meet growing demands for its products and services in those areas.
ITEM 3. Legal Proceedings
The Company is involved in a number of legal actions arising in the ordinary
course of business. Although no assurance can be given with respect to the
ultimate outcome of such legal actions, in the opinion of management, the
ultimate liability with respect thereto will not have a material adverse effect
on the Company's financial position.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders of the Company
during the quarter ended December 31, 2002.
10
ITEM S-K 401(B). Executive Officers of the Registrant
Pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General
Instruction G(3) to Form 10-K, the following information is included in Part I
of this Form 10-K:
The following table sets forth the names, ages (as of March 15, 2003) and
positions of the Company's executive officers:
NAME AGE POSITION
---- --- --------
Larry E. Reimert 55 Co-Chairman of the Board and Co-Chief Executive Officer
Gary D. Smith... 60 Co-Chairman of the Board and Co-Chief Executive Officer
J. Mike Walker.. 59 Co-Chairman of the Board and Co-Chief Executive Officer
Jerry M. Brooks. 51 Chief Financial Officer
Larry E. Reimert is Co-Chairman of the Board and Co-Chief Executive Officer
with principal responsibility for engineering, product development and finance.
He has been the Director--Engineering, Product Development and Finance, as well
as a member of the Board of Directors, since the Company's inception in 1981.
Prior to that, he worked for Vetco Offshore, Inc. in various capacities,
including Vice President of Technical Operations, Vice President of Engineering
and Manager of Engineering. Mr. Reimert holds a BSME degree from the University
of Houston and an MBA degree from Pepperdine University.
Gary D. Smith is Co-Chairman of the Board and Co-Chief Executive Officer
with principal responsibility for sales, service, training and administration.
He has been the Director--Sales, Service, Training and Administration, as well
as a member of the Board of Directors, since the Company's inception in 1981.
Prior to that, he worked for Vetco Offshore, Inc. in various capacities,
including General Manager and Vice President of Sales and Service.
J. Mike Walker is Co-Chairman of the Board and Co-Chief Executive Officer
with principal responsibility for manufacturing, purchasing and facilities. He
has been the Director--Manufacturing, Purchasing and Facilities, as well as a
member of the Board of Directors, since the Company's inception in 1981. Prior
to that, he served as the Director of Engineering, Manager of Engineering and
Manager of Research and Development with Vetco Offshore, Inc. Mr. Walker holds
a BSME degree from Texas A&M University, an MSME degree from the University of
Texas at Austin and a Ph.D. in mechanical engineering from Texas A&M University.
Jerry M. Brooks has been Chief Financial Officer since March 1999. Prior to
that, he served as Chief Accounting Officer since joining the Company in 1992.
From 1980 to 1991, he held various positions with Chiles Offshore Corporation,
most recently as Chief Financial Officer, Secretary and Treasurer. Mr. Brooks
holds a BBA in Accounting and an MBA from the University of Texas at Austin.
11
PART II
ITEM 5. Market for Registrant's Common Stock and Related Stockholder Matters
The Company's Common Stock is publicly traded on the New York Stock Exchange
under the symbol DRQ. The following table sets forth the quarterly high and low
sales prices of the Common Stock as reported on the New York Stock Exchange for
the indicated quarters of fiscal 2001 and 2002:
SALES PRICE ($)
-----------------------
2001 2002
----------- -----------
QUARTER ENDED HIGH LOW HIGH LOW
------------- ----- ----- ----- -----
March 31..... 34.31 23.45 25.90 19.33
June 30...... 34.85 19.85 27.20 20.95
September 30. 21.50 13.40 25.32 15.70
December 31.. 24.88 13.85 22.50 16.19
There were approximately 47 stockholders of record of the Company's Common
Stock as of March 21, 2003. This number does not include the number of security
holders for whom shares are held in a "nominee" or "street" name.
The Company currently intends to retain any earnings for the future
operation and development of its business and does not currently anticipate
paying any dividends in the foreseeable future. The Board of Directors will
review this policy on a regular basis in light of the Company's earnings,
financial condition and market opportunities.
12
ITEM 6. Selected Financial Data
The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and Notes thereto
included elsewhere in this Report.
YEAR ENDED DECEMBER 31,
------------------------------------------------
1998 1999 2000 2001 2002
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Revenues........................................... $177,642 $156,368 $163,953 $202,900 $215,809
Cost of sales...................................... 118,923 106,419 111,267 140,920 156,928
Selling, general and administrative expenses....... 21,293 21,253 23,164 26,357 27,281
Engineering and product development expenses....... 11,968 11,022 12,116 14,533 15,231
Special items...................................... -- -- -- -- 1,350
-------- -------- -------- -------- --------
152,184 138,694 146,547 181,810 200,790
Operating income................................... 25,458 17,674 17,406 21,090 15,019
Interest expense (income).......................... (1,197) (440) 495 2,452 2,101
-------- -------- -------- -------- --------
Income before income taxes......................... 26,655 18,114 16,911 18,638 12,918
Income tax provision............................... 9,228 6,349 5,880 6,436 4,195
-------- -------- -------- -------- --------
Net income......................................... $ 17,427 $ 11,765 $ 11,031 $ 12,202 $ 8,723
======== ======== ======== ======== ========
Diluted earnings per share......................... $ 1.01 $ .68 $ .63 $ .70 $ .50
Weighted average shares outstanding................ 17,275 17,277 17,505 17,352 17,338
STATEMENT OF CASH FLOWS DATA:
Net cash provided by (used in) operating activities $ 9,118 $ 18,433 $(12,193) $ (725) $ 14,063
Net cash used in investing activities.............. (29,450) (19,748) (23,111) (24,866) (17,397)
Net cash provided by (used in) financing activities (203) (165) 30,279 30,214 (4,310)
OTHER DATA:
Depreciation and amortization...................... $ 5,650 $ 6,678 $ 7,428 $ 8,597 $ 9,890
Capital expenditures............................... 29,642 19,909 23,180 25,018 17,607
AS OF DECEMBER 31,
------------------------------------------------
1998 1999 2000 2001 2002
-------- -------- -------- -------- --------
(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital.................................... $ 83,595 $ 81,912 $105,635 $131,098 $131,130
Total assets....................................... 177,246 179,463 233,341 279,959 281,763
Total debt......................................... 315 149 28,935 58,888 55,384
Total stockholders' equity......................... 141,912 152,624 161,790 172,865 185,310
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following is management's discussion and analysis of certain significant
factors that have affected certain aspects of the Company's financial position
and results of operations during the periods included in the accompanying
consolidated financial statements. This discussion should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto presented elsewhere in this Report.
OVERVIEW
Dril-Quip manufactures highly engineered offshore drilling and production
equipment which is well suited for use in deepwater, harsh environment and
severe service applications. The Company designs and manufactures subsea
13
equipment, surface equipment and offshore rig equipment for use by major
integrated, large independent and foreign national oil and gas companies in
offshore areas throughout the world. The Company's principal products consist
of subsea and surface wellheads, subsea and surface production trees, mudline
hanger systems, specialty connectors and associated pipe, drilling and
production riser systems, wellhead connectors and diverters. Dril-Quip also
provides installation and reconditioning services and rents running tools for
use in connection with the installation and retrieval of its products.
Both the market for offshore drilling and production equipment and services
and the Company's business are substantially dependent on the condition of the
oil and gas industry and, in particular, the willingness of oil and gas
companies to make capital expenditures on exploration, drilling and production
operations offshore. Oil and gas prices and the level of offshore drilling and
production activity have historically been characterized by significant
volatility.
During 2002, the continuing worldwide economic recession, combined with
uncertainties related to the situation in the Middle East, contributed to
ongoing weakness in the oil service sector. The Company expects this weakness
to continue at least through the first half of 2003. In any event, any future
decline in hydrocarbon prices significantly below historical levels would
likely have a material adverse effect on the Company's results of operations.
There can be no assurance that the current oil price levels will lead to
increased oil and gas exploration and production activity or that demand for
the Company's products and services will reflect such improvement, if any.
The Company operates its business and markets its products and services in
all of the significant oil and gas producing areas in the world and is,
therefore, subject to the risks customarily attendant to international
operations and investments in foreign countries. These risks include
nationalization, expropriation, war, acts of terrorism and civil disturbance,
restrictive action by local governments, limitation on repatriation of
earnings, change in foreign tax laws and change in currency exchange rates, any
of which could have an adverse effect on either the Company's ability to
manufacture its products in its facilities abroad or the demand in certain
regions for the Company's products or both. To date, the Company has not
experienced any significant problems in foreign countries arising from local
government actions or political instability, but there is no assurance that
such problems will not arise in the future. Interruption of the Company's
international operations could have a material adverse effect on its overall
operations.
Dril-Quip's revenues are generated by its two operating groups: the Product
Group and the Service Group. The Product Group manufactures offshore drilling
and production equipment, and the Service Group provides installation and
reconditioning services as well as rental running tools for installation and
retrieval of its products. In 2002, the Company derived 84% of its revenues
from the sale of its products and 16% of its revenues from services. Revenues
from the Service Group generally correlate to revenues from product sales,
because increased product sales generate increased revenues from installation
services and rental running tools. The Company has substantial international
operations, with approximately 58%, 53% and 63% of its revenues derived from
foreign sales in 2000, 2001 and 2002, respectively. During the same years,
approximately 62% of all products sold were manufactured in the United States.
The Company accounts for larger and more complex projects that have
relatively longer manufacturing time frames on a percentage of completion
basis. During 2002, 11 projects representing approximately 14% of the Company's
revenues were accounted for using percentage of completion accounting. This
percentage may fluctuate in the future. Revenues accounted for in this manner
are generally recognized on the ratio of costs incurred to the total estimated
costs. Accordingly, price and cost estimates are reviewed periodically as the
work progresses, and adjustments proportionate to the percentage of completion
are reflected in the period when such estimates are revised. Amounts received
from customers in excess of revenues recognized are classified as a current
liability.
The principal elements of cost of sales are labor, raw materials and
manufacturing overhead. Variable costs, such as labor, raw materials, supplies
and energy, generally account for approximately two-thirds of the Company's
cost of sales. The Company has experienced increased labor costs over the past
few years due to the limited supply of skilled workers. Fixed costs, such as
the fixed portion of manufacturing overhead, constitute the remainder of the
Company's cost of sales. The Company continually seeks to improve its
efficiency and cost position. Cost of sales as a percentage
14
of revenues is also influenced by the product mix sold in any particular
quarter and market conditions. The Company's costs related to its foreign
operations do not significantly differ from its domestic costs.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain statement
of operations data expressed as a percentage of revenues:
YEAR ENDED DECEMBER 31,
----------------------
2000 2001 2002
----- ----- -----
Revenues:
Product Group............................... 86.0% 85.6% 84.4%
Service Group............................... 14.0 14.4 15.6
----- ----- -----
Total.................................... 100.0 100.0 100.0
Cost of sales............................... 67.9 69.4 72.7
Selling, general and administrative expenses 14.1 13.0 12.6
Engineering and product development expenses 7.4 7.2 7.1
Special items............................... -- -- 0.6
----- ----- -----
Operating income............................ 10.6 10.4 7.0
Interest expense............................ 0.3 1.2 1.0
----- ----- -----
Income before income taxes.................. 10.3 9.2 6.0
Income tax provision........................ 3.6 3.2 2.0
----- ----- -----
Net income.................................. 6.7% 6.0% 4.0%
===== ===== =====
Year ended December 31, 2002 Compared to Year Ended December 31, 2001
Revenues. Revenues increased by $12.9 million, or approximately 6.4%, to
$215.8 million in 2002 from $202.9 million in 2001. The increase was due to
increased export sales of $14.6 million, increased sales of $3.9 million in the
European area, and $10.3 million in the Asia Pacific area, offset by decreased
domestic sales in the United States of $15.9 million. While the oil service
sector weakness continued in 2002, revenues benefited from an expanded sales
workforce.
Cost of Sales. Cost of sales increased by $16.0 million, or 11.4%, to
$156.9 million in 2002 from $140.9 million in 2001. As a percentage of
revenues, cost of sales was approximately 72.7% in 2002 and 69.4% in 2001. This
increase was primarily due to increases in manufacturing costs and changes in
product mix.
Selling, General and Administrative Expenses. For the twelve months ended
December 31, 2002, selling, general and administrative expenses increased by
approximately $900,000, or approximately 3.5%, to $27.3 million from $26.4
million in the 2001 period. Selling, general and administrative expenses
decreased as a percentage of revenues from 13% in 2001 to 12.6% in 2002.
Increased expenditures in this area were made for the purposes of expanding the
Company's worldwide sales force and increasing its proposal and project
management capabilities.
Engineering and Product Development Expenses. During the year ended
December 31, 2002, engineering and product development expenses increased by
approximately $700,000, or approximately 4.8%, to $15.2 million from $14.5
million during the same period in 2001. This increase primarily reflects
expenses related to the development of new products. As a percentage of
revenues, engineering and product development expenses decreased from 7.2% in
2001 to 7.1% in 2002.
Special Item. The fourth quarter 2002 results include a $0.9 million
after-tax effect of establishing a $1.35 million reserve for warranty claims
related to the Company's drilling riser product.
15
Interest Expense. Interest expense for 2002 was approximately $2.1 million,
compared to $2.5 million for 2001. This change resulted primarily from a
reduction in borrowings made under the Company's unsecured revolving line of
credit.
Net Income. Net income decreased by approximately 28.5%, from $12.2 million
in 2001 to $8.7 million in 2002 for the reasons set forth above.
Year ended December 31, 2001 Compared to Year Ended December 31, 2000
Revenues. Revenues increased by $38.9 million, or approximately 24%, to
$202.9 million in 2001 from $164 million in 2000. The increase was due to
increased domestic sales in the United States of $25.8 million, increased sales
of $15.2 million in the European area, and $6.3 million in the Asia Pacific
area, offset by decreased export sales from the United States of $8.4 million.
Cost of Sales. Cost of sales increased by $29.6 million, or 27%, to $140.9
million for the twelve months ended December 31, 2001 from $111.3 million for
the same period in 2000. As a percentage of revenues, cost of sales was
approximately 69.4% in 2001 and 67.9% in 2000. This increase was primarily due
to increases in manufacturing costs and changes in product mix.
Selling, General and Administrative Expenses. For the twelve months ended
December 31, 2001, selling, general and administrative expenses increased by
$3.2 million, or approximately 14%, to $26.4 from $23.2 million in the 2000
period. Selling, general and administrative expenses decreased as a percentage
of revenues from 14.1% in 2000 to 13% in 2001. Increased expenditures in this
area were made for the purposes of expanding the Company's worldwide sales
force and increasing its proposal and project management capabilities.
Engineering and Product Development Expenses. During the year ended
December 31, 2001, engineering and product development expenses increased by
$2.4 million, or approximately 20%, to $14.5 million from $12.1 million during
the same period in 2000. This increase primarily reflects expenses related to
the development of new products. As a percentage of revenues, engineering and
product development expenses decreased from 7.4% in 2000 to 7.2% in 2001.
Interest Expense/Income. Interest expense for 2001 was approximately $2.5
million, compared to $495,000 for 2000. This change resulted primarily from
borrowings made under the Company's unsecured revolving line of credit for
operating activities and capital expenditures.
Net Income. Net income increased by approximately 11%, from $11.0 million
in 2000 to $12.2 million in 2001 for the reasons set forth above.
LIQUIDITY AND CAPITAL RESOURCES
The primary liquidity needs of the Company are (i) to fund capital
expenditures to increase manufacturing capacity, improve and expand facilities
and manufacture additional rental running tools and (ii) to fund working
capital. The Company's principal sources of funds are cash flows from
operations and bank indebtedness.
Net cash provided by operating activities was $14.1 million in 2002. Net
cash used in operating activities was $725,000 in 2001 and $12.2 million in
2000. Cash provided by net income, depreciation, and reductions in trade
receivables were offset by decreases in accounts payables and accrued expenses.
Capital expenditures by the Company were $23.2 million, $25.0 million and
$17.6 million in 2000, 2001 and 2002, respectively. Principal payments on long
term debt were $92,000, and $632,000 and $4.4 million in 2000, 2001 and 2002,
respectively.
16
The following table presents long-term contractual obligations of the
Company and the related payments due in total and by year as of December 31,
2002 (in thousands):
PAYMENTS DUE BY YEAR
---------------------------------------------------
AFTER
CONTRACTUAL OBLIGATIONS 2003 2004 2005 2006 2007 2007 TOTAL
----------------------- ------- ------- ------ ------ ------ ------ -------
(IN THOUSANDS)
Long-term debt maturities.. $ 1,002 $47,201 $1,002 $1,002 $1,002 $3,523 $54,732
Capital lease obligations.. 186 189 189 52 36 -- 652
Operating lease obligations 934 671 352 128 128 4,324 6,537
Purchase obligations....... 14,000 2,177 -- -- -- -- 16,177
------- ------- ------ ------ ------ ------ -------
Total................... $16,122 $50,238 $1,543 $1,182 $1,166 $7,847 $78,098
======= ======= ====== ====== ====== ====== =======
The Company has a credit facility with Guaranty Bank, FSB providing an
unsecured revolving line of credit of up to $60 million. At the option of the
Company, borrowing under this facility bears interest at either a rate equal to
LIBOR (London Interbank Offered Rate) plus 1.75% or the Guaranty Bank base
rate. The facility calls for quarterly interest payments and terminates on May
18, 2004. As of December 31, 2002, the Company had drawn down $46.2 million
under this facility for operating activities and capital expenditures.
Dril-Quip (Europe) Limited has a credit agreement with the Bank of Scotland
dated March 21, 2001 in the amount of U.K. Pounds Sterling 3.7 million
(approximately U.S. $6.0 million). Borrowing under this facility bears interest
at the Bank of Scotland base rate, which was 3.75% at December 31, 2002, plus
1%, and is repayable in 120 equal monthly installments, plus interest.
Substantially all of this facility was used to finance capital expenditures in
Norway.
Dril-Quip Asia Pacific PTE Ltd. has a secured term loan with the Overseas
Union Bank dated August 29, 2001 in the amount of Singapore Dollars $6.0
million (approximately U.S. $3.5 million). Borrowing under this facility bears
interest at the swap rate, approximately 0.825%, plus 1.5% and is repayable in
40 equal quarterly installments, plus interest. This facility was used to
finance capital expenditures in Singapore.
The Company believes that cash generated from operations plus cash on hand
and its existing line of credit will be sufficient to fund operations, working
capital needs and anticipated capital expenditure requirements in 2003.
However, any significant future declines in hydrocarbon prices below historical
levels could have a material adverse effect on the Company's liquidity. Should
market conditions result in unexpected cash requirements, the Company believes
that additional borrowing from commercial lending institutions would be readily
available and more than adequate to meet such requirements.
BACKLOG
Backlog consists of firm customer orders for which a purchase order has been
received, satisfactory credit or financing arrangements exist and delivery is
scheduled. The Company's backlog was approximately $95 million at December 31,
2002, a decrease of $25 million or 21% over the backlog of $120 million at
December 31, 2001. The Company expects to fill approximately 85% of the
December 31, 2002 backlog by December 31, 2003. The remaining backlog at
December 31, 2002 consists of longer-term projects which are being designed and
manufactured to customer specifications rather than sold out of inventory. The
Company can give no assurance that backlog will remain at current levels. Sales
of the Company's products are affected by prices for oil and natural gas, which
fluctuated significantly during 2001 and 2002. Significant future declines in
oil and natural gas prices could reduce new customer orders, which would cause
the Company's backlog to decline. All of the Company's projects currently
included in its backlog are subject to change and/or termination at the option
of the customer. In the case of a change or termination, the customer is
required to pay the Company for work performed and other costs necessarily
incurred as a result of the change or termination.
GEOGRAPHIC AREAS
The Company's operations are divided into three geographic areas based upon
the locations of its manufacturing facilities: the United States (Houston,
Texas); Europe, Middle East and Africa (Aberdeen, Scotland) and Asia-Pacific
17
(Singapore). The United States area includes sales to both North and South
America. The area of Europe, Middle East and Africa includes primarily sales to
the North Sea, the Middle East and Africa. The Asia-Pacific area includes sales
primarily to Australia, Thailand, Malaysia and Indonesia.
Revenues for each of these areas are dependent upon the ultimate sale of
products and services to the Company's customers. For information on revenues
by geographic area, see note 10 to the consolidated financial statements on
page 32. Revenues of the United States area are also influenced by its sale of
products to the European and Asia-Pacific subsidiaries. Accordingly, the
operating incomes of each area are closely tied to third-party sales, and the
operating income of the United States area is also dependent upon its level of
intercompany sales.
CURRENCY RISK
Through its subsidiaries, the Company conducts a portion of business in
currencies other than the United States dollar, principally the British pound
sterling and the Norwegian kroner. The Company generally attempts to minimize
its currency exchange risk by seeking international contracts payable in local
currency in amounts equal to the Company's estimated operating costs payable in
local currency and in U.S. dollars for the balance of the contract. Because of
this strategy, the Company has not experienced significant transaction gains or
losses associated with changes in currency exchange rates and does not
anticipate such exposure to be material in the future. In 2000, 2001 and 2002,
the Company had a loss of approximately $434,000, a gain of $85,000, and a loss
of $425,000 respectively. The losses in 2000 and 2002 and the gain in 2001 were
the result of currency fluctuations related to payables and trade receivables.
There is no assurance that the Company will be able to protect itself against
such fluctuations in the future. Historically, the Company has not conducted
business in countries that limit repatriation of earnings. However, as the
Company expands its international operations, it may begin operating in
countries that have such limitations. Further, there can be no assurance that
the countries in which the Company currently operates will not adopt policies
limiting repatriation of earnings in the future. The Company also has
significant investments in countries other than the United States, principally
its manufacturing operations in Aberdeen, Scotland and, to a lesser extent,
Singapore and Norway. The functional currency of these foreign operations is
the local currency and, accordingly, financial statement assets and liabilities
are translated at current exchange rates. Resulting translation adjustments are
reflected as a separate component of stockholders' equity and have no current
effect on earnings or cash flow.
CRITICAL ACCOUNTING POLICIES
The Company's discussion and analysis of its financial condition and results
of operations are based on the Company's Consolidated Financial Statements,
which have been prepared in accordance with United States generally accepted
accounting principles. The preparation of the Consolidated Financial Statements
requires the Company to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the Consolidated Financial Statements and the
reported amounts of revenues and expenses during the reporting period. There
can be no assurance that actual results will not differ from those estimates.
The Company believes the following accounting policies affect its more
significant judgments and estimates used in preparation of its consolidated
financial statements.
Revenue Recognition. For the majority of the company's sales, revenue is
recorded at the time the manufacturing process is complete and the products
have been shipped to the consumer. Certain revenues are derived from long-term
contracts, which generally require more than one year to fulfill. Revenues and
cost of sales and related profits from long-term contracts are recognized under
the percentage-of-completion method based on a cost incurred basis. Losses on
long-term contracts are recognized when they become known. Contracts for
long-term projects usually contain provisions for customer progress payments.
Payments and billings in excess of revenues recognized are deferred and are
included as a customer prepayment liability. Allowances on accounts receivable
are provided primarily on the specific-identification method.
Inventories. Inventory costs are determined principally by the use of the
first-in, first-out (FIFO) method, and are stated at the lower of cost or
market. Inventory is valued principally using standard costs that are
calculated based
18
upon direct costs incurred and overhead allocations. Periodically, obsolescence
reviews are performed on slow moving inventories and reserves are established
based on current assessments about future demands and market conditions. If
market conditions are less favorable than those projected by management,
additional inventory reserves may be required.
Contingent liabilities. We establish reserves for estimated loss
contingencies when we believe a loss is probable and the amount of the loss can
be reasonably estimated. Revisions to contingent liabilities are reflected in
income in the period in which different facts or information become known or
circumstances change that affect our previous assumptions with respect to the
likelihood or amount of loss. Reserves for contingent liabilities are based
upon our assumptions and estimates regarding the probable outcome of the
matter. Should the outcome differ from our assumptions and estimates, revisions
to the estimated reserves for contingent liabilities would be required.
The Company has no significant derivative instruments and no off-balance
sheet hedging or financing arrangements or contracts or operations that rely
upon credit or similar ratings.
NEW ACCOUNTING STANDARDS
Effective January 1, 2002, Dril-Quip adopted Financial Accounting Standards
No. 141, Business Combinations ("FAS 141") and No. 142, Goodwill and Other
Intangible Assets ("FAS 142"). FAS 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method.
Under FAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives. The amortization provisions of FAS 142 apply
to goodwill and intangible assets acquired after June 30, 2001. The adoption of
this statement did not have a significant impact on Dril-Quip's financial
position or results of operations.
Effective January 1, 2002, Dril-Quip adopted Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This
statement established a single accounting model for long-lived assets to be
disposed of by sale, whether previously held and used or newly acquired.
Additionally, the statement expands the definition of a discontinued operation
from a segment of business to a component of an entity that had been disposed
of or is classified as held for sale and can be clearly distinguished,
operationally and for reporting purposes, from the rest of the entity. The
results of operations of a component classified as held for sale shall be
reported in discontinued operations in the period incurred. Adoption of this
statement did not have a significant impact on Dril-Quip's financial position
or results of operations.
In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
No. 145"). SFAS No. 145 requires that gains and losses from extinguishment of
debt be classified as extraordinary items only if they meet the criteria in
Accounting Principles Board Opinion No. 30 ("Opinion No. 30"). Applying the
provisions of Opinion No. 30 will distinguish transactions that are part of an
entity's recurring operations from those that are unusual and infrequent and
meet the criteria for classification as an extraordinary item. SFAS No. 145 is
effective for the Company beginning January 1, 2003. Under SFAS No. 145, the
Company will report gains and losses on the extinguishment of debt, if any, in
pre-tax earnings rather than in extraordinary items.
In July 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities,
such as restructuring, involuntarily terminating employees, and consolidating
facilities, initiated after December 31, 2002. Adoption of this statement did
not have a significant impact on Dril-Quip's financial position or results of
operations.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
19
ITEM 8. Financial Statements and Supplementary Data
PAGE
----
Report of Independent Auditors.................................................................... 21
Consolidated Statements of Income for the Three Years in the Period Ended December 31, 2002....... 22
Consolidated Balance Sheets as of December 31, 2001 and 2002...................................... 23
Consolidated Statements of Cash Flows for the Three Years in the Period Ended December 31, 2002... 24
Consolidated Statements of Changes in Stockholders' Equity for the Three Years in the Period Ended
December 31, 2002............................................................................... 25
Notes to Consolidated Financial Statements........................................................ 26
20
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Dril-Quip, Inc.
We have audited the accompanying consolidated balance sheets of Dril-Quip,
Inc. as of December 31, 2002 and 2001, and the related consolidated statements
of income, changes in stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 2002. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Dril-Quip,
Inc. at December 31, 2002 and 2001, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles generally accepted
in the United States.
ERNST & YOUNG LLP
Houston, Texas
February 28, 2003
21
DRIL-QUIP, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31,
-----------------------------------
2000 2001 2002
----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Revenues................................ $ 163,953 $ 202,900 $ 215,809
Cost and expenses:
Cost of sales........................ 111,267 140,920 156,928
Selling, general, and administrative. 23,164 26,357 27,281
Engineering and product development.. 12,116 14,533 15,231
Special items........................ -- -- 1,350
----------- ----------- -----------
146,547 181,810 200,790
----------- ----------- -----------
Operating income........................ 17,406 21,090 15,019
Interest expense........................ 495 2,452 2,101
----------- ----------- -----------
Income before income taxes.............. 16,911 18,638 12,918
Income tax provision.................... 5,880 6,436 4,195
----------- ----------- -----------
Net income.............................. $ 11,031 $ 12,202 $ 8,723
=========== =========== ===========
Earnings per share:
Basic................................ $ .64 $ .71 $ .50
=========== =========== ===========
Fully diluted........................ $ .63 $ .70 $ .50
=========== =========== ===========
Weighted average shares
Basic................................ 17,274,249 17,292,295 17,293,373
=========== =========== ===========
Fully diluted........................ 17,504,785 17,351,726 17,337,922
=========== =========== ===========
The accompanying notes are an integral part of these statements.
22
DRIL-QUIP, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
------------------
2001 2002
ASSETS -------- --------
(IN THOUSANDS)
Current assets:
Cash and cash equivalents...................................................... $ 11,326 $ 3,276
Trade receivables.............................................................. 59,789 58,381
Inventories.................................................................... 98,283 99,588
Deferred taxes................................................................. 5,320 5,692
Prepaids and other current assets.............................................. 2,642 2,439
-------- --------
Total current assets....................................................... 177,360 169,376
Property, plant, and equipment, net............................................... 102,310 112,129
Other assets...................................................................... 289 258
-------- --------
Total assets............................................................... $279,959 $281,763
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................... $ 28,009 $ 14,508
Current maturities of long-term debt........................................... 1,074 1,188
Accrued income taxes........................................................... 490 2,505
Customer prepayments........................................................... 7,725 8,109
Accrued compensation........................................................... 5,675 5,208
Other accrued liabilities...................................................... 3,289 6,728
-------- --------
Total current liabilities.................................................. 46,262 38,246
Long-term debt.................................................................... 57,814 54,196
Deferred taxes.................................................................... 3,018 4,011
-------- --------
Total liabilities.......................................................... 107,094 96,453
Stockholders' equity:
Preferred stock, 10,000,000 shares authorized at $0.01 par value (none issued). -- --
Common stock:
50,000,000 shares authorized at $0.01 par value, 17,293,373 issued and
outstanding at December 31, 2001 and 2002................................ 173 173
Additional paid-in capital..................................................... 64,737 64,737
Retained earnings.............................................................. 115,015 123,738
Foreign currency translation adjustment........................................ (7,060) (3,338)
-------- --------
Total stockholders' equity................................................. 172,865 185,310
-------- --------
Total liabilities and stockholders' equity................................. $279,959 $281,763
======== ========
The accompanying notes are an integral part of these statements.
23
DRIL-QUIP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
----------------------------
2000 2001 2002
-------- -------- --------
(IN THOUSANDS)
OPERATING ACTIVITIES
Net income....................................................................... $ 11,031 $ 12,202 $ 8,723
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization................................................. 7,428 8,597 9,890
Loss (gain) on sale of equipment.............................................. (51) (36) (20)
Deferred income taxes......................................................... (78) 608 653
Changes in operating assets and liabilities:
Trade receivables......................................................... (26,935) 2,763 3,025
Inventories............................................................... (18,304) (29,748) 1,706
Prepaids and other assets................................................. (1,135) (426) 54
Trade accounts payable and accrued expenses............................... 15,851 5,315 (9,968)
-------- -------- --------
Net cash provided by (used in) operating activities.............................. (12,193) (725) 14,063
INVESTING ACTIVITIES
Purchase of property, plant, and equipment....................................... (23,180) (25,018) (17,607)
Proceeds from sale of equipment.................................................. 69 152 210
-------- -------- --------
Net cash used in investing activities............................................ (23,111) (24,866) (17,397)
FINANCING ACTIVITIES
Proceeds from revolving line of credit and long-term borrowings.................. 29,001 30,769 87
Principal payments on long-term debt............................................. (92) (632) (4,397)
Proceeds from sale of stock...................................................... 1,370 77 --
-------- -------- --------
Net cash provided by (used in) financing activities.............................. 30,279 30,214 (4,310)
Effect of exchange rate changes on cash activities............................... 439 833 (406)
-------- -------- --------
Increase (decrease) in cash...................................................... (4,586) 5,456 (8,050)
Cash at beginning of period...................................................... 10,456 5,870 11,326
-------- -------- --------
Cash at end of period............................................................ $ 5,870 $ 11,326 $ 3,276
======== ======== ========
The accompanying notes are an integral part of these statements.
24
DRIL-QUIP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
UNREALIZED
COMMON PAID-IN RETAINED TRANSLATION
STOCK CAPITAL EARNINGS ADJUSTMENT TOTAL
------ ------- -------- ----------- --------
(IN THOUSANDS)
Balance at December 31, 1999 $172 $63,291 $ 91,782 $(2,621) $152,624
--------
Translation adjustment... -- -- -- (3,235) (3,235)
Net income............... -- -- 11,031 -- 11,031
--------
Comprehensive income..... -- -- -- -- 7,796
Options Exercised........ 1 1,369 -- -- 1,370
---- ------- -------- ------- --------
Balance at December 31, 2000 173 64,660 102,813 (5,856) 161,790
--------
Translation adjustment... -- -- -- (1,204) (1,204)
Net income............... -- -- 12,202 -- 12,202
--------
Comprehensive income..... -- -- -- -- 10,998
Options Exercised........ -- 77 -- -- 77
---- ------- -------- ------- --------
Balance at December 31, 2001 173 64,737 115,015 (7,060) 172,865
--------
Translation adjustment... -- -- -- 3,722 3,722
Net income............... -- -- 8,723 -- 8,723
--------
Comprehensive income..... -- -- -- -- 12,445
Options Exercised........ -- -- -- -- --
---- ------- -------- ------- --------
Balance at December 31, 2002 $173 $64,737 $123,738 $(3,338) $185,310
==== ======= ======== ======= ========
The accompanying notes are an integral part of these statements.
25
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
1. ORGANIZATION
Dril-Quip, Inc. (the "Company"), manufactures offshore drilling and
production equipment, which is well suited for use in deepwater, harsh
environment and severe service applications. The Company's principal products
consist of subsea and surface wellheads, subsea and surface production trees,
mudline hanger systems, specialty connectors and associated pipe, drilling and
production riser systems, wellhead connector and diverters for use by major
integrated, large independent and foreign national oil and gas companies in
offshore areas throughout the world. Dril-Quip also provides installation and
reconditioning services and rents running tools for use in connection with the
installation and retrieval of its products. The Company's activities are within
a single industry segment. The Company has four subsidiaries that manufacture
and market the Company's products abroad. Dril-Quip (Europe) Limited is located
in Aberdeen, Scotland, with branches in Norway, Holland, and Denmark. Dril-Quip
Asia Pacific PTE Ltd. is located in Singapore. DQ Holdings PTY Ltd. is located
in Perth, Australia and Dril-Quip do Brasil Ltda. is located in Macae, Brazil.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All material intercompany accounts and transactions have
been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and cash equivalents
Short term investments that have a maturity of three months or less from the
date of purchase are classified as cash equivalents.
Inventories
The Company's inventories are reported at the lower of cost (first-in,
first-out method) or market.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost, with depreciation
provided on a straight-line basis over their estimated useful lives.
Income Taxes
The Company accounts for income taxes using the liability method. Deferred
income taxes are provided on income and expenses which are reported in
different periods for income tax and financial reporting purposes.
Revenue Recognition
The Company delivers most of its products and services on an as-needed basis
by its customers and records revenues as the products are shipped and as
services are rendered. Allowances for doubtful accounts are determined
generally on a case by case basis and historically have been insignificant.
Certain revenues are derived from long-term
26
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
contracts which generally require more than one year to fulfill. Revenues and
profits on long-term contracts are recognized under the
percentage-of-completion method based on a cost-incurred basis. Losses, if any,
on contracts are recognized when they become known. Contracts for long-term
projects contain provisions for customer progress payments. Payments in excess
of revenues recognized are included as a customer prepayment liability. At
December 31, 2002 and 2001, trade receivables included $3,711,000 and
$3,468,000 respectively, in unbilled revenue, and inventories had been reduced
by $5,178,000 and $9,510,000, respectively, for activities relating to
long-term contracts.
Foreign Currency
The financial statements of foreign subsidiaries are translated into U.S.
dollars at current exchange rates except for revenues and expenses, which are
translated at average rates during each reporting period. Translation
adjustments are reflected as a separate component of stockholders' equity and
have no current effect on earnings or cash flows. These adjustments amounted to
a loss of $3,235,000, $1,204,000 and a gain of $3,722,000 in 2000, 2001 and
2002, respectively.
Foreign currency exchange transactions are recorded using the exchange rate
at the date of the settlement. Exchange gains (losses) were approximately
($434,000) in 2000, $85,000 in 2001, and ($425,000) in 2002, net of income
taxes. These amounts are included in selling, general, and administrative costs
in the consolidated statements of income.
Stock-Based Compensation
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting For Stock Based
Compensation" ("SFAS No. 123"). Accordingly, no compensation cost has been
recognized for stock options granted under the Company's incentive plan.
Under FAS No. 123, pro forma information is required to reflect the
estimated effect on net income and earnings per share as if the Company had
accounted for the stock options using the fair value method. The fair value was
estimated at the date of grant using a Black-Scholes option pricing model with
the following assumptions:
2000 2001 2002
------ ------ ------
Risk free interest rate............ 5.0% 4.9% 4.25%
Volatility of the stock price...... .645 .637 .649
Expected life of options (in years) 5 5 5
Expected dividend.................. 0.0% 0.0% 0.0%
Calculated fair value per share.... $18.82 $10.78 $11.95
27
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
Had compensation cost for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates for awards under the
above plan consistent with the method available under SFAS No. 123, the
Company's net income and earnings per share for the years ended December 31,
2000, 2001 and 2002 would have been reduced to the pro forma amounts listed
below.
YEAR ENDED DECEMBER 31,
----------------------
2000 2001 2002
------- ------- ------
Net Income
As reported.... $11,031 $12,202 $8,723
======= ======= ======
Pro forma...... $ 9,289 $ 9,979 $6,784
======= ======= ======
Earnings per share
Basic.......... $ .64 $ .71 $ .50
======= ======= ======
Diluted........ $ .63 $ .70 $ .50
======= ======= ======
Pro forma
Basic.......... $ .54 $ .58 $ .39
======= ======= ======
Diluted........ $ .53 $ .58 $ .39
======= ======= ======
Fair Value of Financial Instruments
The Company's financial instruments consist primarily of cash and cash
equivalents, receivables, payables, and debt instruments. The carrying values
of these financial instruments approximate their respective fair values as they
are either short-term in nature or carry interest rates which approximate
market rates.
Concentration of Credit Risk
Financial instruments which subject the Company to concentrations of credit
risk consist principally of trade receivables. The Company grants credit to its
customers, which operate primarily in the oil and gas industry. The Company
performs periodic credit evaluations of its customers' financial condition and
generally does not require collateral. The Company maintains reserves for
potential losses and such losses have historically been within management's
expectations.
Comprehensive Income
SFAS No. 130 requires the reporting of comprehensive income, which includes
net income plus unrealized foreign currency translation gains and losses.
Comprehensive income has been reported in the Consolidated Statements of
Changes in Stockholders' Equity.
Interest Capitalization
The Company capitalizes interest on significant construction projects for
which interest costs are being incurred. These projects principally consist of
construction or expansion of the Company's facilities. The Company capitalized
approximately $283,000, $220,000, and $10,000 of interest in 2000, 2001, and
2002 respectively.
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 share is computed considering the dilutive effect of stock options.
28
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
New Accounting Standards
Effective January 1, 2002, Dril-Quip adopted Financial Accounting Standards
No. 141, Business Combinations ("FAS 141") and No. 142, Goodwill and Other
Intangible Assets ("FAS 142"). FAS 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method.
Under FAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives. The amortization provisions of FAS 142 apply
to goodwill and intangible assets acquired after June 30, 2001. The adoption of
this statement did not have a significant impact on Dril-Quip's financial
position or results of operations.
Effective January 1, 2002, Dril-Quip adopted Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This
statement established a single accounting model for long-lived assets to be
disposed of by sale, whether previously held and used or newly acquired.
Additionally, the statement expands the definition of a discontinued operation
from a segment of business to a component of an entity that had been disposed
of or is classified as held for sale and can be clearly distinguished,
operationally and for reporting purposes, from the rest of the entity. The
results of operations of a component classified as held for sale shall be
reported in discontinued operations in the period incurred. Adoption of this
statement did not have a significant impact on Dril-Quip's financial position
or results of operations.
In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
No. 145"). SFAS No. 145 requires that gains and losses from extinguishment of
debt be classified as extraordinary items only if they meet the criteria in
Accounting Principles Board Opinion No. 30 ("Opinion No. 30"). Applying the
provisions of Opinion No. 30 will distinguish transactions that are part of an
entity's recurring operations from those that are unusual and infrequent and
meet the criteria for classification as an extraordinary item. SFAS No. 145 is
effective for the Company beginning January 1, 2003. Under SFAS No. 145, the
Company will report gains and losses on the extinguishment of debt, if any, in
pre-tax earnings rather than in extraordinary items.
In July 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities,
such as restructuring, involuntarily terminating employees, and consolidating
facilities, initiated after December 31, 2002. Adoption of this statement did
not have a significant impact on Dril-Quip's financial position or results of
operations.
3. INVENTORIES
Inventories consist of the following:
DECEMBER 31,
---------------
2001 2002
------- -------
(IN THOUSANDS)
Raw materials and supplies........... $28,774 $13,636
Work in progress..................... 22,418 26,034
Finished goods and purchased supplies 47,091 59,918
------- -------
$98,283 $99,588
======= =======
29
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
4. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consist of:
DECEMBER 31,
ESTIMATED -----------------
USEFUL LIVES 2001 2002
------------ -------- --------
(IN THOUSANDS)
Land and improvements........ 10-25 years $ 12,215 $ 12,702
Buildings.................... 15-40 years 51,489 53,475
Machinery and equipment...... 3-10 years 94,742 113,359
-------- --------
158,446 179,536
Less accumulated depreciation 56,136 67,407
-------- --------
$102,310 $112,129
======== ========
5. LONG-TERM DEBT
Long-term debt consists of the following:
DECEMBER 31,
---------------
2001 2002
------- -------
(IN THOUSANDS)
Bank Financing................ $58,196 $54,732
Equipment financing agreements 692 652
------- -------
58,888 55,384
Less current portion.......... 1,074 1,188
------- -------
$57,814 $54,196
======= =======
The Company has a credit facility with Guaranty Bank, FSB providing an
unsecured revolving line of credit of up to $60 million. At the option of the
Company, borrowing under this facility bears interest at either a rate equal to
LIBOR (London Interbank Offered Rate) plus 1.75% or the Guaranty Bank base
rate. In addition, the facility calls for quarterly interest payments and
terminates on May 18, 2004. As of December 31, 2002, the Company had drawn down
$46.2 million under this facility for operating activities and capital
expenditures.
Dril-Quip (Europe) Limited has a credit agreement with the Bank of Scotland
dated March 21, 2001 in the amount of U.K. Pounds Sterling 3.7 million
(approximately U.S. $6.0 million). Borrowing under this facility bears interest
at the Bank of Scotland base rate, which was 3.75% on December 31, 2002, plus
1%, and is repayable in 120 equal monthly installments, plus interest. This
facility was used to finance capital expenditures in Norway.
Dril-Quip Asia Pacific PTE Ltd. has a secured term loan with the Overseas
Union Bank dated August 29, 2001 in the amount of Singapore Dollars $6 million
(approximately U.S. $3.5 million). Borrowing under this facility bears interest
at the swap rate, approximately 0.825%, plus 1.5%, and is repayable in 40 equal
quarterly installments, plus interest. This facility was used to finance
capital expenditures in Singapore.
Interest paid on long-term debt for the years ended December 31, 2000, 2001
and 2002 was $471,000, $2,644,000 and $2,278,000 respectively. Scheduled
maturities of long-term debt are as follows: 2003--$1,188,000;
2004--$47,390,000; 2005--$1,191,000; 2006--$1,054,000; 2007--$1,038,000, and
thereafter--$3,523,000.
30
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
6. INCOME TAXES
Income before income taxes consisted of the following:
2000 2001 2002
------- ------- -------
(IN THOUSANDS)
Domestic $16,988 $15,372 $ 5,717
Foreign. (77) 3,266 7,201
------- ------- -------
Total... $16,911 $18,638 $12,918
======= ======= =======
The income tax provision consists of the following:
2000 2001 2002
------ ------ ------
(IN THOUSANDS)
Current:
Federal................ $5,463 $5,345 $1,426
Foreign................ 437 466 2,148
------ ------ ------
Total Current...... 5,900 5,811 3,574
Deferred:
Federal................ 187 -- 577
Foreign................ (207) 625 44
------ ------ ------
Total deferred..... (20) 625 621
------ ------ ------
$5,880 $6,436 $4,195
====== ====== ======
The difference between the effective tax rate reflected in the provision for
income taxes and the U.S. federal statutory rate was as follows:
2000 2001 2002
---- ---- ----
Federal income tax statutory rate... 35.0% 35.0% 35.0%
Foreign income tax rate differential 1.5 0.2 (2.6)
Benefit of foreign sales corporation (2.3) (0.8) --
Other............................... 0.6 0.1 0.1
---- ---- ----
Effective tax rate.................. 34.8% 34.5% 32.5%
==== ==== ====
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets are as follows:
DECEMBER 31,
-------------
2001 2002
------ ------
(IN THOUSANDS)
Deferred tax liability:
Property, plant and equipment......... $3,018 $4,011
Deferred tax assets:
Deferred profit on intercompany sales. 2,986 1,894
Other--net............................ 2,334 3,798
------ ------
Total deferred tax assets................ 5,320 5,692
------ ------
Net deferred tax asset................... $2,302 $1,681
====== ======
31
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
Undistributed earnings of the Company's foreign subsidiaries are considered
to be indefinitely reinvested and, accordingly, no provision for U.S. federal
income taxes has been provided thereon. Upon distribution of those earnings in
the form of dividends or otherwise, the Company would be subject to both U.S.
income taxes (subject to an adjustment for foreign tax credits) and withholding
taxes payable to the various foreign countries. Determination of the amount of
unrecognized deferred U.S. income tax liability is not practicable.
The Company paid approximately, $5,458,000, $6,044,000 and $1,110,000 in
income taxes in 2000, 2001 and 2002, respectively.
7. EMPLOYEE BENEFIT PLANS
The Company has a defined-contribution 401(k) plan covering domestic
employees and a defined-contribution pension plan covering certain foreign
employees. The Company generally makes contributions to the plans equal to each
participant's eligible contributions for the plan year up to a specified
percentage of the participant's annual compensation. The Company's contribution
expense was $785,000, $820,000 and $981,000 in 2000, 2001 and 2002,
respectively.
8. COMMITMENTS AND CONTINGENCIES
The Company leases certain office, shop and warehouse facilities,
automobiles, and equipment. The Company expenses all lease payments when
incurred. Total lease expense incurred was $1,093,000, $1,276,000 and
$1,119,000 in 2000, 2001 and 2002, respectively. Annual minimum lease
commitments at December 31, 2002 are as follows: 2003--$934,000;
2004--$671,000; 2005--$352,000; 2006--$128,000; 2007--$128,000, and
thereafter--$4,324,000.
The Company operates its business and markets its products and services in
most of the significant oil and gas producing areas in the world and is,
therefore, subject to the risk customarily attendant to international
operations and dependency on the condition of the oil and gas industry.
Additionally, products of the Company are used in potentially hazardous
drilling, completion, and production applications that can cause personal
injury, product liability, and environmental claims. Although exposure to such
risk has not resulted in any significant problems in the past, there can be no
assurance that future developments will not adversely impact the Company.
The Company is involved in a number of legal actions arising in the ordinary
course of business. In the opinion of management, the amount of ultimate
liability with respect to these actions will not materially affect the
consolidated financial statements of the Company, although no assurance can be
given with respect to the ultimate outcome of this litigation.
During the fourth quarter of 2002 the Company established a $1.35 million
reserve for warranty claims related to the Company's drilling riser product. To
date, these claims have not resulted in legal action and negotiations have
commenced to explore the possibility of settling these claims amicably.
Although no assurance can be given with respect to the ultimate outcome of
ongoing negotiations, the Company does not expect these claims to materially
affect its results of operations or financial condition. No additional claims
related to this product are expected.
9. STOCKHOLDERS' EQUITY
Under a Stockholder Rights Plan adopted by the Board of Directors in 1997,
each share of common stock includes one Right to purchase from the Company a
unit consisting of one one-hundredth of a share (a "Fractional Share") of
Series A Junior Participating Preferred Stock at a specified purchase price per
Fractional Share, subject to adjustment in certain events. The Rights will
cause substantial dilution to any person or group that attempts to acquire the
Company without the approval of the Company's Board of Directors.
32
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
10. GEOGRAPHIC AREAS
2000 2001 2002
-------- -------- --------
(IN THOUSANDS)
Revenues
United States:
Domestic.................... $ 69,401 $ 95,179 $ 79,260
Export...................... 32,474 24,100 38,742
Intercompany................ 16,128 29,607 21,644
-------- -------- --------
Total United States..... 118,003 148,886 139,646
Europe, Middle East, and Africa 53,061 68,285 72,194
Asia-Pacific................... 9,017 15,336 25,613
Eliminations................... (16,128) (29,607) (21,644)
-------- -------- --------
Total................... $163,953 $202,900 $215,809
======== ======== ========
Operating Income
United States.................. $ 19,050 $ 18,612 $ 5,367
Europe, Middle East, and Africa 511 2,061 1,466
Asia-Pacific................... (273) 1,157 5,690
Eliminations................... (1,882) (740) 2,496
-------- -------- --------
Total................... $ 17,406 $ 21,090 $ 15,019
======== ======== ========
Identifiable Assets
United States.................. $171,203 $192,601 $186,507
Europe, Middle East, and Africa 59,138 81,420 80,957
Asia-Pacific................... 8,460 11,484 18,223
Eliminations................... (5,460) (5,546) (3,924)
-------- -------- --------
Total................... $233,341 $279,959 $281,763
======== ======== ========
Export sales from the United States to unaffiliated customers consist of
worldwide sales outside the territorial waters of the United States. Europe
sales are primarily to the North Sea, with lesser sales to Africa and the
Middle East, while Asia-Pacific's sales are primarily to Australia, Thailand,
Malaysia, and Indonesia.
Eliminations of operating profits are related to intercompany inventory
transfers that are deferred until shipment is made to third party customers.
During 2000, no single customer accounted for more than 10% of the Company's
total revenues. In 2001, BP p.l.c. and ChevronTexaco Corp. accounted for
approximately 13% and 10% of consolidated sales, respectively. In 2002, the
Company's top 15 customers represented approximately 63% of total revenues,
with Shell accounting for approximately 14% of revenues.
11. EMPLOYEE STOCK OPTION PLAN AND AWARDS
On September 19, 1997 the Company adopted the Dril-Quip, Inc. 1997 Incentive
Plan (as amended, the "1997 Plan") and the Company reserved 1,700,000 shares of
Common Stock for use in connection with the 1997 Plan. During 2001, the Company
reserved an additional 700,000 shares for use in connection with the 1997 Plan.
Persons eligible for awards under the 1997 Plan are employees holding positions
of responsibility with the Company or any of
33
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
its subsidiaries. Options granted under the 1997 Plan have a term of ten years
and become exercisable in cumulative annual increments of one-fourth of the
total number of shares of Common Stock subject thereto, beginning on the first
anniversary of the date of the grant. Option activity for the years ended
December 31, 1997, 1998, 1999, 2000, 2001 and 2002 were as follows:
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS PRICE
--------- --------
Outstanding at January 1, 1997.. 0 $ --
Granted--1997 Plan........... 411,250 24.00
--------- ------
Outstanding at December 31, 1997 411,250 24.00
Granted--1997 Plan........... 261,596 19.81
--------- ------
Outstanding at December 31, 1998 672,846 22.37
Granted--1997 Plan........... 250,280 23.44
--------- ------
Outstanding at December 31, 1999 923,126 22.66
Exercised--1997 Plan......... (45,498) 23.54
Granted--1997 Plan........... 216,214 32.13
--------- ------
Outstanding at December 31, 2000 1,093,842 24.50
Exercised--1997 Plan......... (2,875) 22.95
Granted--1997 Plan........... 321,495 18.00
--------- ------
Outstanding at December 31, 2001 1,412,462 23.03
Granted--1997 Plan........... 308,035 20.61
--------- ------
Outstanding at December 31, 2002 1,720,497 $22.60
========= ======
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS PRICE
--------- --------
Exercisable, December 31,
1998......................... 102,813 $24.00
1999......................... 271,024 $22.99
2000......................... 456,308 $22.77
2001......................... 738,268 $23.42
2002......................... 1,000,898 $23.22
The following table summarizes information about stock options outstanding
at December 31, 2002.
WEIGHTED
AVERAGE WEIGHTED
NUMBER EXERCISE AVERAGE
RANGE OF EXERCISE PRICES OUTSTANDING PRICE CONTRACTUAL LIFE
------------------------ ----------- -------- ----------------
$18.00 to $24.00.... 1,504,193 $21.22 7.20 years
$32.13.............. 216,214 $32.13 7.82 years
--------- ------ ----------
1,720,407 $22.59 7.28 years
========= ====== ==========
The Company applied Accounting Principles Board Opinion No. 25 ("APB No.
25") and related interpretations in accounting for this plan. Accordingly, no
compensation cost has been recognized in the results of operations, as the
exercise price for options granted under this plan is equal to the market price
on the date of grant.
34
DRIL-QUIP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 2002
12. QUARTERLY RESULTS OF OPERATIONS: (UNAUDITED)
QUARTER ENDED
---------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- -------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
2002
Revenues........... $51,097 $54,013 $52,621 $58,078
Operating income... 4,753 4,125 3,832 2,309
Net income......... 2,786 2,374 2,253 1,310
Earnings per share:
Basic(1)........ 0.16 0.14 0.13 0.08
Diluted(1)...... 0.16 0.14 0.13 0.08
QUARTER ENDED
---------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- -------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
2001
Revenues........... $47,105 $48,900 $54,356 $52,539
Operating income... 4,904 5,353 5,422 5,411
Net income......... 2,808 3,086 3,150 3,158
Earnings per share:
Basic(1)........ 0.16 0.18 0.18 0.18
Diluted(1)...... 0.16 0.18 0.18 0.18
- --------
(1) The sum of the quarterly per share amounts may not equal the annual amount
reported, as per share amounts are computed independently for each quarter
and for the full year.
35
ITEM 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information required by this item is set forth under the captions
"Election of Directors" and "--Compliance with Section 16(a) of the Exchange
Act" in the Company's definitive Proxy Statement (the "2003 Proxy Statement")
for its annual meeting of stockholders to be held on May 15, 2003, which
sections are incorporated herein by reference.
Pursuant to Item 401(b) of Regulation S-K, the information required by this
item with respect to executive officers of the Company is set forth in Part I
of this report.
ITEM 11. Executive Compensation
The information required by this item is set forth in the sections entitled
"Election of Directors--Director Compensation" and "Executive Compensation" in
the 2003 Proxy Statement, which sections are incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The information required by this item is set forth in the sections entitled
"Security Ownership of Certain Beneficial Owners and Management" and "Equity
Compensation Plan Information" in the 2003 Proxy Statement, which sections are
incorporated herein by reference.
ITEM 13. Certain Relationships and Related Party Transactions
The information required by this item is set forth in the section entitled
"Election of Directors--Certain Transactions" in the 2003 Proxy Statement,
which section is incorporated herein by reference.
ITEM 14. Controls and Procedures
Within the 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of its
management, including its Co-Chief Executive Officers and Chief Financial
Officer, of the effectiveness of the design and operation of its disclosure
controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act
of 1934. Based on that evaluation, the Co-Chief Executive Officers and the
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to
be included in its periodic SEC filings. Subsequent to the date of their
evaluation, there were no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
36
PART IV
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements
All financial statements of the registrant are set forth under Item 8 of
this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
All schedules and other statements for which provision is made in the
applicable regulations of the Commission have been omitted because they are not
required under the relevant instructions or are inapplicable.
(a)(3) Exhibits
Dril-Quip will furnish any exhibit to a stockholder upon payment by the
stockholder of the Company's reasonable expenses to furnish the exhibit.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
*3.1 --Restated Certificate of Incorporation of the Company (Incorporated herein by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
*3.2 --Bylaws of the Company (Incorporated herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (Registration No. 333-33447)).
*3.3 --Certificate of Designations for Series A Junior Participating Preferred Stock (Incorporated herein by
reference to Exhibit 3.3 to the Company's Report on Form 10-Q for the Quarter ended September 30,
1997).
*4.1 --Form of certificate representing Common Stock (Incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
*4.2 --Registration Rights Agreement among the Company and certain stockholders (Incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (Registration No.
333-33447)).
*4.3 --Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as rights
agent (Incorporated herein by reference to Exhibit 4.3 to the Company's Registration Statement on
Form S-1 (Registration No. 333-33447)).
*10.1 --Credit Agreement between the Company and Guaranty, FSB dated May 18, 2001 (Incorporated by
reference to Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended June 30, 2001
(SEC File No. 001-13439)).
*10.2 --Credit Agreement between Dril-Quip (Europe) Limited and Bank of Scotland dated November 18,
1999 (Incorporated by reference to Exhibit 10.2 to the Company's Report on Form 10-Q for the
Quarter ended March 30, 2000 (SEC File No. 001-13439))
+*10.3 --Form of Employment Agreement between the Company and each of Messrs. Reimert, Smith and
Walker (Incorporated herein by reference to Exhibit 10.12 to the Company's Registration Statement
On Form S-1 (Registration No. 333-33447)).
+*10.4 --1997 Incentive Plan of Dril-Quip, Inc. (as amended March 16, 2001) (Incorporated herein by
reference to Appendix B to the Company's Proxy Statement, filed on March 23, 2001, for the annual
meeting of Stockholders held on May 10, 2001, (SEC file No. 001-13439)).
*21.1 --Subsidiaries of the Registrant (Incorporated herein by reference to Exhibit 21.1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 (SEC File No. 001-13439)).
37
EXHIBIT
NO. DESCRIPTION
- ------- -----------
23.1 --Consent of Ernst & Young LLP.
99.1 --Certification by Co-Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 --Certification by Co-Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of
2002.
99.3 --Certification by Co-Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of
2002.
99.4 --Certification by Chief Financial Officer required by Section 906 of the Sarbanes-Oxley-Act of 2002.
- --------
* Incorporated herein by reference as indicated.
+ Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to the requirements of Item 14(c) of Form 10-K.
(b) Reports on Form 8-K
None.
38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on March 26, 2003.
DRIL-QUIP, INC.
By: /s/ LARRY E. REIMERT
-----------------------------
Larry E. Reimert
Co-Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME CAPACITY DATE
---- -------- ----
/S/ J. MIKE WALKER Co-Chairman of the Board and March 26, 2003
- ----------------------------- Director (Co-Principal
J. MIKE WALKER Executive Officer)
/S/ LARRY E. REIMERT Co-Chairman of the Board and March 26, 2003
- ----------------------------- Director (Co-Principal
LARRY E. REIMERT Executive Officer)
/S/ GARY D. SMITH Co-Chairman of the Board and March 26, 2003
- ----------------------------- Director (Co-Principal
GARY D. SMITH Executive Officer)
/S/ JERRY M. BROOKS Chief Financial Officer March 26, 2003
- ----------------------------- (Principal Financial and
JERRY M. BROOKS Accounting Officer)
/S/ GARY W. LOVELESS Director March 26, 2003
- -----------------------------
GARY W. LOVELESS
/S/ A.P SHUKIS Director March 26, 2003
- -----------------------------
A.P SHUKIS
/S/ GARY L. STONE Director March 26, 2003
- -----------------------------
GARY L. STONE
39
CERTIFICATIONS
I, Larry E. Reimert, certify that:
1. I have reviewed this annual report on Form 10-K of Dril-Quip, Inc. (the
"registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 26, 2003
By: /s/ LARRY E. REIMERT
--------------------------
Larry E. Reimert,
Co-Chief Executive Officer
40
I, Gary D. Smith, certify that:
1. I have reviewed this annual report on Form 10-K of Dril-Quip, Inc. (the
"registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 26, 2003
By: /s/ GARY D. SMITH
-------------------------
Gary D. Smith, Co-Chief
Executive Officer
41
I, J. Mike Walker, certify that:
1. I have reviewed this annual report on Form 10-K of Dril-Quip, Inc. (the
"registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 26, 2003
By: /s/ J. MIKE WALKER
-------------------------
J. Mike Walker, Co-Chief
Executive Officer
42
I, Jerry M. Brooks, certify that:
1. I have reviewed this annual report on Form 10-K of Dril-Quip, Inc. (the
"registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 26, 2003
By: /s/ JERRY M. BROOKS
-------------------------
Jerry M. Brooks, Chief
Financial Officer
43