-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKTlX7K/61v894AMDM0eKbFkUhakuGqSuV/c/9Rf8YvzqrLZKfjB5Whe4uaIx6Zs DI/zlupISyCohehIV0DYjQ== 0000899243-99-001706.txt : 19990813 0000899243-99-001706.hdr.sgml : 19990813 ACCESSION NUMBER: 0000899243-99-001706 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRIL-QUIP INC CENTRAL INDEX KEY: 0001042893 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 742162088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13439 FILM NUMBER: 99686195 BUSINESS ADDRESS: STREET 1: 13550 HEMPSTEAD HIGHWAY CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139397711 MAIL ADDRESS: STREET 1: 180 EAST FIFTH STREET CITY: HOUSTON STATE: TX ZIP: 77040 10-Q 1 FORM 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ---------------- (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13439 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) DELAWARE 74-2162088 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 13550 HEMPSTEAD HIGHWAY HOUSTON, TEXAS 77040 (Address of principal executive offices) (Zip Code) (713) 939-7711 (Registrant's telephone number, including area code) 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 [_] As of August 12, 1999, the number of shares outstanding of the registrant's common stock, par value $.01 per share, was 17,245,000. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I--FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS DRIL-QUIP, INC. CONSOLIDATED BALANCE SHEETS
December 31, June 30, 1998 1999 ------------ -------- (In thousands) ASSETS Current assets: Cash and cash equivalents.............................. $ 11,869 $ 12,479 Trade receivables...................................... 44,527 36,085 Inventories............................................ 55,536 52,231 Deferred taxes......................................... 3,883 4,471 Prepaids and other current assets...................... 1,387 1,150 -------- -------- Total current assets................................. 117,202 106,416 Property, plant and equipment, net...................... 59,753 67,100 Other assets............................................ 291 307 -------- -------- Total assets......................................... $177,246 $173,823 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable....................................... $ 16,712 $ 11,693 Current maturities of long-term debt................... 165 130 Accrued income taxes................................... 1,637 509 Customer prepayments................................... 9,039 7,666 Accrued compensation................................... 3,742 3,835 Other accrued liabilities.............................. 2,312 2,510 -------- -------- Total current liabilities............................ 33,607 26,343 Long-term debt.......................................... 150 105 Deferred taxes.......................................... 1,577 1,574 -------- -------- Total liabilities.................................... 35,334 28,022 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, 17,245,000 shares issued and outstanding.............. 172 172 Additional paid-in capital............................. 63,291 63,291 Retained earnings...................................... 80,017 86,056 Foreign currency translation adjustment (1,568) (3,718) -------- -------- Total stockholders' equity........................... 141,912 145,801 -------- -------- Total liabilities and stockholders' equity........... $177,246 $173,823 ======== ========
The accompanying notes are an integral part of these statements. 2 DRIL-QUIP, INC. CONSOLIDATED STATEMENTS OF INCOME
Three months ended Six months ended June 30, June 30, ------------------------ ------------------------ 1998 1999 1998 1999 ----------- ----------- ----------- ----------- (In thousands except share amounts) Revenues................... $ 44,888 $ 39,895 $ 85,704 $ 79,479 Cost and expenses: Cost of sales............. 30,274 27,435 57,557 53,968 Selling, general and administrative........... 5,223 5,262 10,159 10,752 Engineering and product development.............. 2,883 2,844 5,554 5,679 ----------- ----------- ----------- ----------- 38,380 35,541 73,270 70,399 ----------- ----------- ----------- ----------- Operating income........... 6,508 4,354 12,434 9,080 Interest expense (income).. (322) (78) (700) (181) ----------- ----------- ----------- ----------- Income before income taxes..................... 6,830 4,432 13,134 9,261 Income tax provision....... 2,356 1,535 4,531 3,222 =========== =========== =========== =========== Net income................. $ 4,474 $ 2,897 $ 8,603 $ 6,039 =========== =========== =========== =========== Earnings per share: Basic..................... $ 0.26 $ 0.17 $ 0.50 $ 0.35 =========== =========== =========== =========== Fully diluted............. $ 0.26 $ 0.17 $ 0.50 $ 0.35 =========== =========== =========== =========== Weighted average shares: Basic..................... 17,245,000 17,245,000 17,245,000 17,245,000 =========== =========== =========== =========== Fully diluted............. 17,311,000 17,273,000 17,305,000 17,259,000 =========== =========== =========== ===========
The accompanying notes are an integral part of these statements. 3 DRIL-QUIP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, ---------------- 1998 1999 ------- ------- (In thousands) Operating activities Net income.................................................. $ 8,603 $ 6,039 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.............................. 2,550 3,261 Gain on sale of equipment.................................. (8) (177) Deferred income taxes...................................... (552) (588) Changes in operating assets and liabilities: Trade receivables......................................... (6,492) 8,123 Inventories............................................... 620 1,683 Prepaids and other assets................................. (401) 187 Trade accounts payable and accrued expenses............... 7,068 (6,786) ------- ------- Net cash provided by operating activities................... 11,388 11,742 Investing activities Purchase of property, plant and equipment.................. (14,924) (11,579) Proceeds from sale of equipment............................ 192 322 ------- ------- Net cash used in investing activities...................... (14,732) (11,257) Financing activities Principal payments on long-term debt....................... (105) (79) ------- ------- Net cash provided by (used in) financing activities........ (105) (79) Effect of exchange rate changes on cash activities......... (118) 204 ------- ------- Increase (decrease) in cash................................ (3,567) 610 Cash at beginning of period................................ 32,612 11,869 ------- ------- Cash at end of period...................................... $29,045 $12,479 ======= =======
The accompanying notes are an integral part of these statements. 4 DRIL-QUIP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND PRINCIPLES OF CONSOLIDATION Dril-Quip, Inc., a Delaware corporation (the "Company" or "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'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 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 has three 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. The consolidated financial statements included herein have been prepared by Dril-Quip and are unaudited, except for the balance sheet at December 31, 1998, which has been prepared from the audited financial statements at that date. In the opinion of management, the unaudited consolidated interim financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the financial position as of June 30, 1999, the results of operations for each of the three and six-month periods ended June 30, 1999 and 1998 and the cash flows for each of the six-month periods ended June 30, 1999 and 1998. Although management believes the unaudited interim related disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations and the cash flows for the six-month period ended June 30, 1999 are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements included herein should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. 2. INVENTORIES Inventories consist of the following:
(Unaudited) December 31, June 30, 1998 1999 ------------ ----------- (In thousands) Raw materials and supplies............................. $13,114 $12,897 Work in progress....................................... 18,114 12,055 Finished goods and purchased supplies.................. 24,308 27,279 ------- ------- $55,536 $52,231 ======= =======
3. COMPREHENSIVE INCOME As of January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 ("SFAS No. 130"), Reporting Comprehensive Income. SFAS No. 130 establishes new rules for the reporting and display of comprehensive income and its components; however, the adoption of this Statement had no impact on the Company's net income or stockholders' equity. SFAS No. 130 requires the Company to include unrealized gains or losses on foreign currency translation adjustments in other comprehensive income, which prior to adoption were reported separately in stockholders' equity. 5 During the first six months of 1999 and 1998, total comprehensive income amounted to $3.9 million and $9.0 million, respectively. For the three-month periods ended June 30, 1999 and 1998, total comprehensive income equaled $2.3 million and $3.9 million, respectively. Item 2. 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 unaudited consolidated financial statements. This discussion should be read in conjunction with the unaudited consolidated financial statements included elsewhere herein, and with the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the annual consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. 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 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. The market for offshore drilling and production equipment and services is fundamentally driven by the exploration, development and production spending of oil and gas companies, particularly with respect to offshore activities worldwide. Revenues. 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. For the six months ended June 30, 1999, the Company derived 87% of its revenues from the sale of its products and 13% 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. Substantially all of Dril-Quip's sales are made on a purchase order basis. Purchase orders are subject to change and/or termination at the option of the customer. In 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. Historically, Dril-Quip recognized revenues upon the delivery of a completed product. Beginning in 1997, the Company began receiving orders relating to larger and more complex projects that have longer manufacturing time frames. The Company accounts for such projects on a percentage of completion basis. For the first six months of 1999, seven projects representing approximately 27% of the Company's revenues were accounted for using percentage of completion accounting. This percentage may increase 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. Foreign sales represent a significant portion of the Company's business. In the six months ended June 30, 1999, the Company generated approximately 51% of its revenues from foreign sales. In this period, approximately 71% (on the basis of revenues generated) of all products sold were manufactured in the United States. 6 Cost of Sales. 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. Fixed costs, such as the fixed portion of manufacturing overhead, constitute the remainder of the Company's cost of sales. Cost of sales as a percentage 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. Selling, General and Administrative Expenses. Selling, general and administrative expenses include the costs associated with sales and marketing, general corporate overhead, compensation expense, legal expenses and other related administrative functions. Engineering and Product Development Expenses. Engineering and product development expenses consist of new product development and testing, as well as application engineering related to customized products. Income Tax Provision. Dril-Quip's effective tax rate has historically been lower than the statutory rate due to benefits from its foreign sales corporation. Results of Operations The following table sets forth, for the periods indicated, certain statement of operations data expressed as a percentage of revenues:
Three months ended Six months ended June 30, June 30, ------------------ ---------------- 1998 1999 1998 1999 --------- --------- -------- -------- Revenues: Product Group.................. 87.3 % 88.9 % 87.6 % 87.0 % Service Group.................. 12.7 % 11.1 % 12.4 % 13.0 % --------- --------- -------- -------- Total......................... 100.0 % 100.0 % 100.0 % 100.0 % Cost of sales................... 67.5 % 68.8 % 67.2 % 67.9 % Selling, general and administrative expenses........ 11.6 % 13.2 % 11.8 % 13.5 % Engineering and product development expenses........... 6.4 % 7.1 % 6.5 % 7.2 % --------- --------- -------- -------- Operating income................ 14.5 % 10.9 % 14.5 % 11.4 % Interest expense (income)....... (0.7)% (0.2)% (0.8)% (0.2)% --------- --------- -------- -------- Income before income taxes...... 15.2 % 11.1 % 15.3 % 11.6 % Income tax provision............ 5.2 % 3.8 % 5.3 % 4.0 % --------- --------- -------- -------- Net income...................... 10.0 % 7.3 % 10.0 % 7.6 % ========= ========= ======== ========
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998. Revenues. Revenues decreased by $5.0 million, or 11%, to $39.9 million in the three months ended June 30, 1999 from $44.9 million in the three months ended June 30, 1998. The net decrease resulted from increased domestic sales in the United States of $5.8 million, increased export sales from the United States of $1.3 million, offset by decreased sales of $6.2 million in the Asia- Pacific area and decreased sales of $5.9 million in the European area. The decrease in revenues can be attributed to previously depressed oil prices which led to worldwide exploration and production budget cuts by most major oil companies. These reductions have resulted in pricing pressure and less demand for Dril-Quip products. 7 Cost of Sales. Cost of sales decreased $2.8 million, or 9%, to $27.5 million for the three months ended June 30, 1999 from $30.3 million for the same period in 1998. As a percentage of revenues, cost of sales were 68.8% and 67.5% for the three-month periods ending June 30, 1999 and 1998. This increase was due to pricing pressure as discussed above. Selling, General and Administrative Expenses. In the three months ended June 30, 1999, selling, general and administrative expenses increased by $39,000, or 1%, to $5.3 million from $5.2 million in the 1998 period. Selling, general and administrative expenses increased as a percentage of revenues to 13.2% from 11.6%. Engineering and Product Development Expenses. In the three months ended June 30, 1999, engineering and product development expenses decreased by approximately 1% to $2.8 million from $2.9 million in the same period in 1998. Engineering and product development expenses increased as a percent of revenues to 7.1% from 6.4%. Interest Income. Interest income for the three months ended June 30, 1999 was $78,000 as compared to interest income of $322,000 for the three-month period ended June 30, 1998. This decrease of approximately $244,000 resulted from reductions in the Company's invested cash balance from 1998 to 1999. Net Income. Net income decreased by approximately $1.6 million, or 35%, to $2.9 million in the three months ended June 30, 1999 from $4.5 million for the same period in 1998 for the reasons set forth above. Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998. Revenues. Revenues decreased by $6.2 million, or 7%, to $79.5 million in the six months ended June 30, 1999 from $85.7 million in the six months ended June 30, 1998. The net decrease was primarily due to increased domestic sales in the United States of $8.9 million, offset by decreased export sales from the United States of $1.2 million, decreased sales of $8.1 in the Asia-Pacific area and decreased sales of $5.8 million in the European area. The decrease in revenues can be attributed to previously depressed oil prices which led to worldwide exploration and production budget cuts by most major oil companies. These reductions have resulted in pricing pressure and less demand for Dril- Quip products. Cost of Sales. Cost of sales decreased $3.6 million, or 6%, to $54.0 million for the six months ended June 30, 1999 from $57.6 million for the same period in 1998. As a percentage of revenues, cost of sales were 67.9% and 67.2% for the six month periods ending June 30, 1999 and 1998, respectively. This increase was due to pricing pressure as discussed above. Selling, General and Administrative Expenses. In the six months ended June 30, 1999, selling, general and administrative expenses increased by $593,000, or 6%, to $10.8 million from $10.2 million in the 1998 period. The increase was primarily due to higher labor costs. Selling, general and administrative expenses increased as a percent of revenues from 11.8% to 13.5%. Engineering and Product Development Expenses. In the six months ended June 30, 1999, engineering and product development expenses increased by $125,000, or approximately 2%, to $5.7 million from $5.6 million in the same period in 1998. Engineering and product development expenses increased as a percent of revenues to 7.2% from 6.5%. Interest Income. Interest income for the six months ended June 30, 1999 was approximately $181,000 as compared to interest income of $700,000 for the six month period ended June 30, 1998. This decrease of approximately $519,000 resulted from reductions in the Company's invested cash balance from 1998 to 1999. Net Income. Net income decreased by approximately $2.6 million, or 30%, to $6.0 million in the six months ended June 30, 1999 from $8.6 million for the same period in 1998 for the reasons set forth above. 8 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. In the past, the Company's principal sources of funds were cash flows from operations and bank indebtedness. However, as a result of the Company's October 1997 initial public offering of common stock, all of the Company's bank indebtedness was repaid in 1997. Since that time, the Company has used the remaining proceeds from the initial public offering and cash flows from operations as its principal sources of funds. Net cash provided by operating activities was approximately $11.7 million and $11.4 million for the six months ended June 30, 1999 and 1998, respectively. Improvements in cash flow from operating activities are principally due to decreased working capital requirements attributable to decreases in accounts receivable related to project sales offset by decreases in trade accounts payable. Capital expenditures by the Company were $11.6 million and $14.9 million for the six months ended June 30, 1999 and 1998, respectively. Principal payments on long-term debt were approximately $79,000 and $105,000 for the six months ended June 30, 1999 and 1998, respectively. The Company believes that cash on hand plus cash generated from operations will be sufficient to fund operations, working capital needs and anticipated capital expenditure requirements. However, should the above mentioned market conditions result in unexpected cash requirements, the Company believes that borrowing from commercial lending institutions would be readily available and more than adequate to meet such requirements. Year 2000 Readiness Disclosure Historically, certain computerized systems have used two digits rather than four digits to define the applicable year, which could result in recognizing the date using "00" as the year 1900 rather than the year 2000. This could result in major failures or miscalculations and is generally referred to as the Year 2000 problem. The Company has undertaken a Year 2000 readiness program that encompasses a comprehensive review of three distinct areas that are susceptible to the Year 2000 problem: . information systems; . automated production systems; and . third parties. Information systems include communications and traditional software and hardware in the Company network and desktop environments. Automated production systems include all automation and embedded chips used in production and manufacturing. Third parties include any party that supplies goods or services to the Company. The Company does not anticipate any material year 2000 exposure arising out of the sale of its products to third party customers because the Company's products are mechanical and structural in nature and do not include integrated circuitry. The Year 2000 problem is being addressed within the Company and progress is regularly reported to management and the Board of Directors. In implementing the Year 2000 program, the Company has prioritized its readiness efforts into two categories: "mission critical" and "non-mission critical." Systems and third parties which are considered mission critical are those of which a Year 2000 failure could cause any of the following to occur: . the inability of the Company to meet its product delivery obligations; . a reduction or cessation of the Company's manufacturing capacity or capabilities; . the inability of the Company to meet its financial obligations; or . any other major interruption to Company operations. 9 Mission critical systems and mission critical third parties are addressed on a priority basis over non-mission critical systems and non-mission critical third parties. The Company's Year 2000 program is made up of three phases: assessment, remediation and testing. As of March 1, 1999, the Company had completed assessment and remediation of all mission critical information systems and automated production systems. Testing of mission critical systems is still underway and is planned to be completed by October 31, 1999. As of July 31, 1999, the Company had completed assessment and remediation of substantially all non-mission critical systems and testing is planned to be completed by October 31, 1999. As of March 1, 1999, the Company had contacted substantially all mission critical third party suppliers and vendors about their Year 2000 readiness. The Company has received responses from a majority of those third parties contacted. As of July 31, 1999, the Company had also contacted substantially all of its non-mission critical third parties. Although the Company is taking affirmative steps to determine the readiness of third parties, there can be no assurance that the systems and processes of such third parties will remain functional. Year 2000 failures among mission critical third parties could possibly cause shutdowns or other significant business interruptions that could result in a material effect on the operations, liquidity or capital resources of the Company. At this time, the Company cannot quantify the potential impact of these failures. The Company is currently developing contingency plans to address issues within its control. The program minimizes, but does not eliminate, the issues of third parties. The total cost of the Company's Year 2000 program is not expected to be material to the Company's operations, liquidity or capital resources. Costs are being handled within the current information systems budget, and no special allocations have been made. The total estimated cost for the Company's Year 2000 program is expected to be less than $200,000. This includes costs for the replacement, repair or upgrade of existing non-ready systems. This disclosure is provided pursuant to Securities Exchange Act Release No. 34-40277. As such, it is protected as a forward-looking statement under the Private Securities Litigation Reform Act of 1995. See "Item 5. Other Information: Forward Looking Statements" on pages 11 and 12. This disclosure is also subject to protection under the Year 2000 Information and Readiness Disclosure Act of 1998, 15 USC (S)1, as a "Year 2000 Statement" and "Year 2000 Readiness Disclosure" as defined therein. 10 PART II--OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. Dril-Quip's annual meeting of stockholders was held on May 13, 1999 for the purpose of electing two directors to serve a three-year term and approving the appointment of Ernst & Young LLP as independent public accountants of the Company for 1999. 1. Election of Directors Stockholders elected J. Mike Walker and Gary W. Loveless, each for a three- year term expiring at the 2002 annual meeting. The vote tabulation for each individual director was as follows:
Votes Cast Votes Cast Against Director For Or Withheld - -------- ---------- ------------------ J. Mike Walker.................................... 15,603,238 69,154 Gary W. Loveless.................................. 15,603,238 69,154 Directors continuing in office were Lary E. Reimert, Gary D. Smith, and James M. Alexander. 2. Proposal approving the appointment of Ernst & Young LLP as independent public accountants of the Company for 1999. For............................................... 15,656,698 Against........................................... 8,408 Abstain........................................... 7,286
Item 5. Other Information. Forward Looking Statements. 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 the Company's control. These forward-looking statements include the following types of information and statements as they relate to the Company: . scheduled, budgeted and other future capital expenditures; . use of initial public offering proceeds; . working capital requirements; . the availability of expected sources of liquidity; . the impact of the Year 2000 problem; . all statements regarding future operations, financial results, business plans and cash needs; and . the use of the words "anticipate," "estimate," "expect," "may," "project," "believe" and similar expressions intended to identify uncertainties. 11 These statements are based upon certain assumptions and analyses made by management of the Company 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 cyclicality of the oil and gas industry, the Company's international operations, operating risks, the Company's dependence on key employees, the Company's dependence on skilled machinists and technical personnel, the Company'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 and other factors detailed in the Registration Statement on Form S-1 (Registration No. 333-33447) filed in connection with the initial public offering and the Company'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. Item 6. Exhibits and Reports on Form 8-K.
Exhibit Number 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)). *4.1 --Certificate of Designations for Series A Junior Participating Preferred Stock (Incorporated herein by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)). *4.2 --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)). *4.3 --Rights Agreement between Dril-Quip, Inc. and Chase Mellon 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)). 27.1 --Financial Data Schedule.
- -------- * Incorporated herein by reference as indicated. Reports on Form 8-K None. 12 SIGNATURE Pursuant to the requirements 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. DRIL-QUIP, INC. /s/Jerry M. Brooks _____________________________________ Principal Financial Officer and Duly Authorized Signatory Date: August 12, 1999 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 12-MOS 6-MOS DEC-31-1998 DEC-31-1999 JAN-01-1998 JAN-01-1999 DEC-31-1998 JUN-30-1999 11,869 12,479 0 0 44,527 36,085 0 0 55,536 52,231 117,202 106,416 98,353 107,286 (38,600) (40,186) 177,246 173,823 33,607 26,343 0 0 0 0 0 0 172 172 141,740 145,629 177,246 173,823 177,642 79,479 177,642 79,479 118,923 53,968 152,184 70,399 0 0 0 0 (1,197) (181) 26,655 9,261 9,228 3,222 17,427 6,039 0 0 0 0 0 0 17,427 6,039 1.01 0.35 1.01 0.35
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