0000950129-01-503726.txt : 20011106 0000950129-01-503726.hdr.sgml : 20011106 ACCESSION NUMBER: 0000950129-01-503726 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011024 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEATHERFORD INTERNATIONAL INC /NEW/ CENTRAL INDEX KEY: 0000032908 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 042515019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13086 FILM NUMBER: 1772689 BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77027-3415 BUSINESS PHONE: 7132978400 MAIL ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: STE 1760 CITY: HOUSTON STATE: TX ZIP: 77027-3415 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY VENTURES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EVI INC DATE OF NAME CHANGE: 19980226 FORMER COMPANY: FORMER CONFORMED NAME: EVI WEATHERFORD INC DATE OF NAME CHANGE: 19980528 8-K 1 h91718e8-k.txt WEATHERFORD INTERNATIONAL INC - OCTOBER 24, 2001 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): OCTOBER 24, 2001 WEATHERFORD INTERNATIONAL, INC. (Exact name of registrant as specified in charter) DELAWARE 1-13086 04-2515019 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
515 POST OAK BLVD., SUITE 600 HOUSTON, TEXAS 77027 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 693-4000 ================================================================================ PAGE 1 EXHIBIT INDEX APPEARS ON PAGE 4 ITEM 5. OTHER EVENTS EARNINGS RELEASE On October 24, 2001, we announced our earnings for the quarter ended September 30, 2001. A copy of the press release announcing our earnings for the quarter ended September 30, 2001, is filed as Exhibit 99.1 and is incorporated in this report by reference. JOHNSON SCREENS ACQUISITION On October 24, 2001, we announced the signing of an agreement to acquire the Johnson Screens division of Vivendi Environnement for $110 million. The Johnson Screens acquisition is subject to various customary conditions, including the receipt of all required regulatory approvals. A copy of the press release announcing the Johnson Screens acquisition is filed as Exhibit 99.2 and is incorporated in this report by reference. CiDRA OSS ACQUISITION On October 24, 2001, we announced the signing of an agreement to acquire CiDRA Corporation's Optical Sensing Systems (OSS) business unit for approximately $130 million of our common stock. Under the terms of the purchase agreement, we have the option to convert up to 90% of the purchase price to cash at any time before five days prior to the closing. If we elect to convert any percentage of the purchase price to cash, the cash consideration to be paid will be based upon an overall purchase price of $125 million. In addition, we will assume certain liabilities of CiDRA OSS of approximately $1.25 million and will pay up to an additional $2.5 million over the next 14 months in connection with the transfer to us of certain other assets and deliverables to be developed and produced by CiDRA. The CiDRA OSS acquisition is subject to various customary conditions, including the receipt of all required regulatory approvals. A copy of the press release announcing the signing of the CiDRA OSS agreement is filed as Exhibit 99.3 and is incorporated in this report by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release dated October 24, 2001, announcing Weatherford's earnings for the quarter ended September 30, 2001. 99.2 Press release dated October 24, 2001, announcing the Johnson Screens acquisition. 99.3 Press release dated October 24, 2001, announcing the CiDRA OSS acquisition. PAGE 2 SIGNATURES 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 hereunto duly authorized. WEATHERFORD INTERNATIONAL, INC. Dated: October 31, 2001 /s/ Lisa W. Rodriguez ----------------------------------------- Lisa W. Rodriguez Vice President, Finance and Accounting PAGE 3 INDEX TO EXHIBITS
Number Exhibit ------- ------- 99.1 Press release dated October 24, 2001, announcing Weatherford's earnings for the quarter ended September 30, 2001. 99.2 Press release dated October 24, 2001, announcing the Johnson Screens acquisition. 99.3 Press release dated October 24, 2001, announcing the CiDRA OSS acquisition.
PAGE 4 EX-99.1 3 h91718ex99-1.txt PRESS RELEASE - ANNOUNCING EARNINGS FOR QUARTER EXHIBIT 99.1 [WEATHERFORD LOGO] NEWS RELEASE WEATHERFORD REPORTS RECORD THIRD QUARTER EARNINGS OF $60.2 MILLION, OR $0.49 PER SHARE HOUSTON, October 24, 2001 - - Weatherford International, Inc. (NYSE: WFT) today reported third quarter diluted earnings per share of $0.49 ($60.2 million), a 158 percent improvement over diluted earnings per share in last year's third quarter of $0.19 ($21.5 million). Revenues for the third quarter were $608.6 million, representing a 32 percent increase over the $462.2 million reported last year. Operating income for the quarter was $116.2 million, 158 percent higher than the prior year. Weatherford's performance reflected worldwide gains across the breadth of the Company's product and service offerings. On a year over year basis, revenue growth of 76 percent in international markets exceeded a rig activity increase of 9 percent. In North America, revenue growth of 36 percent also exceeded the change in rig activity of 21 percent. Sequentially, international revenues grew 6 percent in essentially a flat market. In North America, business improved 7 percent sequentially against the backdrop of a 5 percent increase in rig activity. In addition, revenue growth for new technologies, on a sequential basis, rose 7 percent. For the first nine months of 2001, Weatherford's diluted earnings per share were $1.32 ($160.1 million), a 230 percent improvement over last year's nine months earnings per share from continuing operations of $0.40 ($44.7 million). Revenues for the nine-month period were $1.7 billion, 33 percent higher than the prior year. DRILLING & INTERVENTION SERVICES Revenues for Weatherford's Drilling & Intervention Services division were $363.3 million, 61 percent higher than the prior year and 7 percent higher than the preceding quarter. Operating income was $89.8 million, up 119 percent from the prior year and 6 percent from the second quarter. EBITDA was $127.8 million, up 90 percent from the prior year and 7 percent from the preceding quarter. On a sequential basis, improvement occurred across all service and product lines. Revenues for Underbalanced Systems increased 8 percent sequentially. North American and international revenues increased 4 percent and 11 percent, respectively. The division's sequential incremental EBITDA margin was 34 percent. COMPLETION SYSTEMS Revenues for Weatherford's Completion Systems division were $86.8 million in the third quarter, 53 percent above the prior year and flat versus the preceding quarter. Operating income was $7.2 million, versus $0.7 million last year, and was 4 percent below the preceding quarter. EBITDA of $15.6 million was 111 percent higher than the prior year and 8 percent higher than the second quarter. Sequentially, Completion revenues increased 14 percent in North America. International revenues fell 10 percent reflecting project deliveries delayed to the next quarter. Expandables were similarly affected by project delays. On October 10, Weatherford announced a two-year supply agreement with Shell International for $160 million of expandable sand control products over the next two years. ARTIFICIAL LIFT SYSTEMS Weatherford's Artificial Lift Systems division revenues in the third quarter were $158.5 million, 32 percent higher than the prior year and 7 percent better than the preceding quarter. Operating income was $22.2 million, 110 percent higher than the prior year and 9 percent better than the second quarter. EBITDA of $29.5 million was 69 percent better than the prior year and 8 percent above the level of the preceding quarter. Sequentially, Artificial Lift Systems' performance reflected gains in its reciprocating and progressing cavity pumping product lines. North American revenues rose 9 percent and international revenues increased 4 percent on a sequential basis. The division's sequential incremental EBITDA margin was 21 percent. Houston-based Weatherford International, Inc. (http://www.weatherford.com) is one of the largest global providers of innovative mechanical solutions, technology and services for the drilling and production sectors of the oil and gas industry. Weatherford operates in over 100 countries and employs approximately 13,000 people worldwide. # # # Contact: Don Galletly (713) 693-4148 This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning, among other things, Weatherford International, Inc.'s future results and prospects for its operations, integration of recent acquisitions and business trends, all of which are subject to certain risks, uncertainties and assumptions. These risks, uncertainties and assumptions, which are more fully described in Weatherford International, Inc.'s Annual, Quarterly and Current Reports filed with the Securities and Exchange Commission, include the impact of oil and natural gas prices and worldwide economic conditions on drilling activity, the demand and pricing of Weatherford's products, the ability to achieve the anticipated synergies and savings from the integration of recent acquisitions and other cost reduction measures, and the effect of foreign currency fluctuations. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. WEATHERFORD INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (In 000's, Except Per Share Amounts)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Net Revenues: Drilling and Intervention Services $ 363,293 $ 225,720 $ 986,197 $ 619,997 Completion Systems 86,838 56,656 247,807 150,821 Artificial Lift Systems 158,490 119,910 446,836 340,181 Compression Services -- 59,884 26,939 168,401 ------------ ------------ ------------ ------------ 608,621 462,170 1,707,779 1,279,400 ------------ ------------ ------------ ------------ Operating Income (Loss): Drilling and Intervention Services 89,760 41,046 244,803 109,060 Completion Systems 7,220 731 18,561 (8,779) Artificial Lift Systems 22,217 10,570 58,443 27,420 Compression Services -- 1,559 (597) 4,789 Equity in Earnings 6,947 677 14,708 2,460 Corporate Expenses (9,984) (9,574) (29,650) (27,383) ------------ ------------ ------------ ------------ 116,160 45,009 306,268 107,567 Other Income (Expense): Other, Net (891) 4,901 951 8,974 Interest Expense (19,958) (15,818) (53,602) (45,360) ------------ ------------ ------------ ------------ Income Before Income Taxes 95,311 34,092 253,617 71,181 Provision for Income Taxes (34,789) (12,442) (92,683) (25,626) ------------ ------------ ------------ ------------ Income Before Minority Interest 60,522 21,650 160,934 45,555 Minority Interest Expense, Net of Taxes (341) (127) (807) (835) ------------ ------------ ------------ ------------ Net Income from Continuing Operations 60,181 21,523 160,127 44,720 Loss from Discontinued Operations, Net of Taxes -- -- -- (3,458) ------------ ------------ ------------ ------------ Net Income $ 60,181 $ 21,523 $ 160,127 $ 41,262 ============ ============ ============ ============ Basic Earnings Per Share: Income from Continuing Operations $ 0.52 $ 0.20 $ 1.42 $ 0.41 Loss from Discontinued Operations -- -- -- (0.03) ------------ ------------ ------------ ------------ Net Income Per Share $ 0.52 $ 0.20 $ 1.42 $ 0.38 ============ ============ ============ ============ Basic Weighted Average Shares Outstanding 115,068 109,792 113,093 109,147 ============ ============ ============ ============ Diluted Earnings Per Share(1): Income from Continuing Operations $ 0.49 $ 0.19 $ 1.32 $ 0.40 Loss from Discontinued Operations -- -- -- (0.03) ------------ ------------ ------------ ------------ Net Income Per Share $ 0.49 $ 0.19 $ 1.32 $ 0.37 ============ ============ ============ ============ Diluted Weighted Average Shares Outstanding 135,081 114,500 131,826 112,908 ============ ============ ============ ============ Other Information: Cash Earnings Per Diluted Share from Continuing Operations $ 0.56 $ 0.26 $ 1.53 $ 0.61 ============ ============ ============ ============ Depreciation and Amortization: Drilling and Intervention Services $ 38,064 $ 26,288 $ 100,491 $ 77,280 Completion Systems 8,368 6,660 22,314 19,257 Artificial Lift Systems 7,263 6,859 21,061 19,373 Compression Services -- 9,636 4,184 28,012 Other 1,763 839 4,795 2,417 ------------ ------------ ------------ ------------ $ 55,458 $ 50,282 $ 152,845 $ 146,339 ============ ============ ============ ============
(1) Diluted earnings per share for the three and nine months ended September 30, 2001, equals net income plus net interest and amortization expense on the Debentures, divided by the weighted average common shares outstanding, after giving effect to dilutive stock options, as well as the weighted average impact of shares assumed to be issued on conversion of the Debentures. EX-99.2 4 h91718ex99-2.txt PRESS RELEASE - JOHNSON SCREENS ACQUISITION EXHIBIT 99.2 [WEATHERFORD LOGO] NEWS RELEASE WEATHERFORD TO ACQUIRE JOHNSON SCREENS Houston, October 24, 2001 -- Weatherford International, Inc. (NYSE:WFT) today announced that the company has signed an agreement to purchase the Johnson Screens division from Vivendi Environnement. The integration of Johnson within Weatherford Completion Systems division is expected to provide significant manufacturing efficiencies, economies of scale and access to innovative new technologies. Johnson Screens is a global provider of screens for fluid-solid separation processes, including the recently-introduced Excelflo(TM) premium screen line and the Superflo(TM), Super Weld(R) and Thin Pack(TM) screens for oil and gas production. In addition to quality and durability, the Johnson brand stands for innovation and technical excellence, with more than 30 trademarks around the world and more than 50 patents active or pending. Current Johnson technology emphasis includes intelligent completion applications. The company operates 21 manufacturing facilities in 14 countries providing worldwide coverage of the oil and gas, petrochemical and other process industries. Houston-based Weatherford International, Inc. (http://www.weatherford.com) is one of the leading global providers of innovative solutions, technology and services for the drilling and production sectors of the oil and gas industry. Weatherford operates in more than 100 countries and employs approximately 13,000 people worldwide. # # # Contact: Don Galletly (713) 693-4148 EX-99.3 5 h91718ex99-3.txt PRESS RELEASE - CIDRA OSS ACQUISITION EXHIBIT 99.3 [WEATHERFORD LOGO] NEWS RELEASE WEATHERFORD TO ACQUIRE CIDRA'S OPTICAL SENSING SYSTEMS BUSINESS UNIT HOUSTON, October 24, 2001 -- Weatherford International, Inc. (NYSE: WFT) announced today that the company had signed an agreement to acquire CiDRA Corporation's Optical Sensing Systems (OSS) unit. CiDRA OSS is successfully commercializing a suite of permanent downhole fiber optic sensor systems. The technologies consist of pressure temperature gauges, flow and phase fraction systems, as well as an all-fiber in-well seismic system. This acquisition will add the critical element to Weatherford Completion Systems offering in the growing field of advanced intelligent completion and field automation systems. CiDRA OSS technologies complement Weatherford Completion Systems growing mechanical capabilities for intelligent completion technologies by providing the means to monitor downhole well and reservoir activity. These technologies will be incorporated into Weatherford's Completion Systems division to provide customers with the ability to monitor, control and optimize production of their oil and gas reservoirs. OSS fiber optic sensing technologies have already been successfully deployed with traditional completion systems. Weatherford's goal is to quickly integrate the CiDRA OSS technologies within its new generation of intelligent completion systems. Houston-based Weatherford International, Inc. (http://www.weatherford.com) is one of the leading global providers of innovative solutions, technology and services for the drilling and production sectors of the oil and gas industry. Weatherford operates in more than 100 countries and employs approximately 13,000 people worldwide. # # # Contact: Don Galletly (713) 693-4148