<PAGE> 1
================================================================================
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
================================================================================
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1999 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12317
NATIONAL-OILWELL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0475815
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10000 RICHMOND AVENUE
4TH FLOOR
HOUSTON, TEXAS
77042-4200
----------------------------------------
(Address of principal executive offices)
(713) 346-7500
----------------------------------------------------
(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, 58,257,909 common shares were outstanding, assuming the
exchange on a one-for-one basis of all Exchangeable Shares of Dreco Energy
Services Ltd. into shares of National-Oilwell, Inc. common stock.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL-OILWELL, INC.
CONSOLIDATED BALANCE SHEETS
(IN thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
---------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 45,555 $ 11,440
Receivables, less allowance of $5,580 and $4,718 167,927 281,312
Inventories 189,495 241,987
Deferred income taxes 9,298 16,489
Prepaids and other current assets 8,432 6,533
---------- ----------
420,707 557,761
Property, plant and equipment, net 89,959 91,756
Deferred income taxes 12,938 6,757
Goodwill 144,320 145,696
Property held for sale 10,694 9,981
Other assets 5,469 6,042
---------- ----------
$ 684,087 $ 817,993
========== ==========
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 321 $ 7,447
Accounts payable 74,539 118,579
Customer prepayments 8,945 25,392
Accrued compensation 3,326 7,237
Other accrued liabilities 41,118 52,696
---------- ----------
128,249 211,351
Long-term debt 150,000 205,637
Deferred income taxes 2,521 4,097
Other liabilities 10,062 10,105
---------- ----------
290,832 431,190
Commitments and contingencies
Stockholders' equity:
Common stock - par value $.01; 56,337,909 shares
and 55,996,785 shares issued and outstanding
at June 30, 1999 and December 31, 1998 563 561
Additional paid-in capital 246,824 248,198
Accumulated other comprehensive income (9,327) (13,827)
Retained earnings 155,195 151,871
---------- ----------
393,255 386,803
---------- ----------
$ 684,087 $ 817,993
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE> 3
NATIONAL-OILWELL, INC.
CONSOLIDATED STATEMENTS OF OOPERATIONS (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $ 159,095 $ 294,843 $ 344,336 $ 596,695
Cost of revenues 127,333 222,035 272,462 459,095
---------- ---------- ---------- ----------
Gross profit 31,762 72,808 71,874 137,600
Selling, general and administrative 28,140 32,928 57,965 62,421
---------- ---------- ---------- ----------
Operating income 3,622 39,880 13,909 75,179
Other income (expense):
Interest and financial costs (3,114) (2,248) (6,988) (3,496)
Interest income 337 278 503 499
Other (1,442) 187 (2,025) (539)
---------- ---------- ---------- ----------
Income before income taxes (597) 38,097 5,399 71,643
Provision for income taxes (209) 14,286 2,075 26,695
---------- ---------- ---------- ----------
Net income $ (388) $ 23,811 $ 3,324 $ 44,948
========== ========== ========== ==========
Net income per share:
Basic $ (0.01) $ 0.46 $ 0.06 $ 0.86
========== ========== ========== ==========
Diluted $ (0.01) $ 0.46 $ 0.06 $ 0.86
========== ========== ========== ==========
Weighted average shares outstanding:
Basic 56,326 51,963 56,319 51,973
========== ========== ========== ==========
Diluted 56,326 52,292 56,482 52,275
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 4
NATIONAL-OILWELL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 3,324 $ 44,948
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 10,840 8,780
Provision for losses on receivables 1,244 (379)
Provision for deferred income taxes (566) (1,097)
Loss (gain) on sale of assets (294) (1,759)
Foreign currency transaction gain (loss) 15 (247)
Changes in assets and liabilities, net of acquisitions and divestments:
Receivables 107,991 (9,319)
Inventories 27,136 (42,434)
Prepaid and other current assets (1,893) (652)
Accounts payable (44,618) 17,461
Other assets/liabilities, net (28,414) 4,409
---------- ----------
Net cash provided by operating activities 74,765 19,711
---------- ----------
Cash flow from investing activities:
Purchases of property, plant and equipment (7,522) (9,368)
Proceeds from sale of assets 29,503 3,747
Business acquired, net of cash -- (157,739)
Cash received from business acquired -- 535
---------- ----------
Net cash provided (used) by investing activities 21,981 (162,825)
---------- ----------
Cash flow from financing activities:
Borrowings (payments) on line of credit (62,763) 44,550
Net proceeds from issuance of long-term debt -- 148,937
Principal payments on long-term debt -- (40,855)
Proceeds from stock options exercised 148 1,002
---------- ----------
Net cash provided (used) by financing activities (62,615) 153,634
---------- ----------
Effect of exchange rate (gain) on cash (16) (3,389)
---------- ----------
Increase in cash and equivalents 34,115 7,131
Cash and cash equivalents, beginning of period 11,440 19,824
---------- ----------
Cash and cash equivalents, end of period $ 45,555 $ 26,955
========== ==========
Supplemental disclosures of cash flow information:
Cash payments during the period for:
Interest $ 7,119 $ 2,608
Income taxes 7,785 26,679
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 5
NATIONAL-OILWELL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
Information concerning common stock and per share data has been restated on an
equivalent share basis and assumes the exchange of all Exchangeable Shares
issued in connection with the combination with Dreco Energy Services Ltd.
The Company employs accounting policies that are in accordance with
generally accepted accounting principles in the United States which requires
Company management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The accompanying unaudited consolidated financial statements present information
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and applicable rules of
Regulation S-X. Accordingly, they do not include all information or footnotes
required by generally accepted accounting principles for complete financial
statements and should be read in conjunction with the Company's 1998 Annual
Report on Form 10-K.
In the opinion of the Company, the consolidated financial statements include all
adjustments necessary for a fair presentation of the results for the interim
periods. The results of operations for the six months ended June 30,1999 and
1998 may not be indicative of results for the full year. No significant
accounting changes have occurred during the six months ended June 30, 1999.
2. INVENTORIES
Inventories consist of (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- --------
<S> <C> <C>
Raw materials and supplies $ 21,582 $ 24,304
Work in process 19,382 39,991
Finished goods and purchased products 148,531 177,692
-------- --------
Total $189,495 $241,987
======== ========
</TABLE>
3. SPECIAL CHARGES
During the fourth quarter of 1998, the Company recorded a special charge of
$16.4 million related to operational changes resulting from the depressed market
for the oil and gas industry. This charge was comprised of $11.0 million in
estimated cash expenditures related to employee severance and facility exit
costs and $5.4 million in the write-down of certain assets. As of June 30, 1999,
the entire amount has been spent or formally committed.
4. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which requires the
recognition of all derivatives on the balance sheet at fair value. The Company
will adopt the new Statement effective January 1, 2001 and anticipates it will
have no significant effect on its results of operations or financial position.
4
<PAGE> 6
5. COMPREHENSIVE INCOME
Total comprehensive income was as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Three months ended June 30 $ 6,210 $ 17,017
Six months ended June 30 7,824 41,331
</TABLE>
6. BUSINESS SEGMENTS
Effective January 1, 1999 the Company changed the structure of its internal
organization and now includes the former Downhole Products segment as a product
line within the Products and Technology segment. Prior year segment information
has been restated to reflect this change.
Segment information (unaudited) follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues from unaffiliated customers
Products and Technology $ 76,619 $ 161,599 $ 175,782 $ 307,262
Distribution Services $ 82,476 $ 133,244 $ 168,554 $ 289,433
Intersegment revenues
Products and Technology 7,168 16,244 15,684 36,425
Distribution Services
281 -- 373 --
Operating income (loss)
Products and Technology 7,746 37,825 21,288 69,216
Distribution Services (2,429) 3,832 (4,539) 9,070
---------- ---------- ---------- ----------
Total profit for reportable segments 5,317 41,657 16,749 78,286
Unallocated corporate costs (1,695) (1,777) (2,840) (3,107)
Net interest expense (2,777) (1,970) (6,485) (2,997)
Other income (expense) (1,442) 187 (2,025) (539)
---------- ---------- ---------- ----------
Income before income taxes $ (597) $ 38,097 $ 5,399 $ 71,643
========== ========== ========== ==========
<CAPTION>
June 30, June 30,
TOTAL ASSETS 1999 1998
---------- ----------
<S> <C> <C>
Products and Technology $ 550,826 $ 609,464
Distribution Services 155,464 154,192
</TABLE>
5
<PAGE> 7
7. SALE OF ASSETS
Included in Other Expense are losses totaling $1.9 million from the sale of
assets related to two product lines. On June 17,1999 the Company sold its
tubular business for approximately $15 million, generating a pre-tax loss of
$0.9 million ($0.5 million after-tax). Revenues and operating loss recorded in
1999 for the tubular business was $23.6 million and $0.6 million, respectively.
On June 24,1999 the Company sold its drill bit manufacturing business for
approximately $12 million, recording a pre-tax loss of $1.0 million ($0.6
million after-tax). Revenues and operating income recorded in 1999 for the
drill bit business was $6.1 million and $0.1 million, respectively.
8. SUBSEQUENT EVENTS
On July 1, 1999, the Company purchased 100% of the outstanding stock of Dupre'
Supply Company and Dupre' International Inc. in exchange for 1,920,000 shares of
National Oilwell common stock. In conjunction with this acquisition,
approximately $11 million in cash was used to pay-off an existing line of
credit. These companies are leading suppliers of pipe, fittings, valves and
valve automation services and complement the existing operations of the
Distribution Services segment. This transaction will be accounted for under the
pooling-of-interests method of accounting and historical financial statements
will be restated.
On July 8, 1999, the Company acquired the assets of CE Drilling Products, Inc.
for approximately $65 million in cash, financed primarily by borrowing $57
million under its revolving credit facility. This business involves the
manufacture, sale and service of drilling machinery and related parts. This
transaction will be accounted for under the purchase method of accounting.
For July 1999, the first full month following the acquisitions, the Company
reported consolidated revenues of $51.3 million and a net loss of $1.5 million
($0.03 per diluted share).
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
National Oilwell is a worldwide leader in the design, manufacture and sale of
machinery and equipment and in the distribution of maintenance, repair and
operating products used in oil and gas drilling and production. National
Oilwell's revenues are directly related to the level of worldwide oil and gas
drilling and production activities and the profitability and cash flow of oil
and gas companies and drilling contractors, which in turn are affected by
current and anticipated prices of oil and gas. Beginning in late 1997, oil
prices declined due to concerns about excess production, less demand from Asia
due to an economic slowdown and warmer than average weather in many parts of the
United States. The resulting lower demand for products and services is expected
to have a negative impact on National Oilwell's 1999 operating results. Oil
prices have recovered during the second quarter of 1999 to approximately $20 per
barrel. National Oilwell expects its revenues to increase if its customers gain
confidence in sustained commodity prices at this level and their cash flows from
operations improve.
RESULTS OF OPERATIONS
Operating results by segment are as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
Revenues 1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Products and Technology $ 83,787 $ 177,843 $ 191,466 $ 343,687
Distribution Services 82,757 133,244 168,927 289,433
Eliminations (7,449) (16,244) (16,057) (36,425)
---------- ---------- ---------- ----------
Total $ 159,095 $ 294,843 $ 344,336 $ 596,695
========== ========== ========== ==========
Operating Income
Products and Technology $ 7,746 $ 37,825 $ 21,288 $ 69,216
Distribution Services (2,429) 3,832 (4,539) 9,070
Corporate (1,695) (1,777) (2,840) (3,107)
---------- ---------- ---------- ----------
Total $ 3,622 $ 39,880 $ 13,909 $ 75,179
========== ========== ========== ==========
</TABLE>
Products and Technology
Effective January 1, 1999 the Company changed the structure of its internal
organization and now includes the former Downhole Products segment as a product
line within the Products and Technology segment. Prior year segment information
has been restated to reflect this change. The Company sold its drill bit
manufacturing business in June 1999 for approximately $12 million, recording a
pre-tax loss of $1.0 million ($0.6 million after-tax). Revenues and operating
income recorded in 1999 for the drill bit business was $6.1 million and
$0.1 million, respectively.
The Products and Technology segment designs and manufactures a large line of
proprietary products, including drawworks, mud pumps, power swivels, electrical
control systems and downhole motors and tools, as well as complete land drilling
and well servicing rigs and structural components such as cranes, masts,
derricks and substructures for offshore rigs. A substantial installed base of
these products result in a recurring replacement parts and maintenance business.
Sales of new capital equipment can result in large fluctuations in volume
between periods depending on the size and timing of the shipment of orders. This
segment also provides drilling pump expendable products for maintenance of
National Oilwell's and other manufacturers' equipment.
7
<PAGE> 9
Revenues for the Products and Technology segment decreased by $94.1 million
(56%) in the second quarter of 1999 as compared to the same quarter in 1998 due
primarily to reduced sales of major capital equipment and drilling replacement
parts. Sales in the second quarter of 1999 of new mud pumps, SCR systems, power
swivels, derricks and masts, cranes, and complete rigs all showed a significant
decline from second quarter 1998 levels. Operating income decreased by $30.1
million in the second quarter compared to the same quarter in 1998 due
principally to the lower revenue volume. Operating costs were comparable between
the periods as cost reduction initiatives completed in 1999 were offset by the
inclusion of higher fixed costs related to acquisitions completed during 1998.
Products and Technology revenues in the first half of 1999 decreased $152.2
million as compared to 1998 due primarily to the reduced demand for new capital
equipment, drilling replacement parts and downhole motor and tool sales.
Operating income decreased by $47.9 million in the first half of 1999 as a
result of the decline in revenues.
Backlog of the Products and Technology capital products was $26 million at
June 30, 1999 compared to $77 million at December 31, 1998 and $260 million at
June 30, 1998. Substantially all of the current backlog is expected to be
shipped by the end of 1999. New orders and order cancellations during the first
half of 1999 totaled approximately $18 million and $9 million, respectively.
Distribution Services
Distribution Services revenues result primarily from the sale of maintenance,
repair and operating supplies ("MRO") from the Company's network of distribution
service centers and from the sale of well casing and production tubing. These
products are purchased from numerous manufacturers and vendors, including the
Company's Products and Technology segment. The Company sold its tubular business
in June 1999 for approximately $15 million, generating a pre-tax loss of $0.9
million ($0.5 million after-tax). Revenues and operating loss recorded in 1999
for the tubular business was $23.6 million and $0.6 million, respectively.
Distribution Services revenues during the second quarter of 1999 fell short of
the comparable 1998 period by $50.5 million. This 38% decrease reflects the
reduced demand for MRO and tubular products precipitated primarily by lower oil
prices. Revenues in the tubular business accounted for $30 million of this
decline with MRO sales in the United States comprising the majority of the
remaining shortfall, offset partially by a $9 million increase in Canadian
revenues. Operating income in the second quarter of 1999 was $6.3 million below
the second quarter of 1998. A $8.3 million reduction in base margin due to the
decline in revenues was partially offset by $2.0 million in reduced operating
expenses resulting from the completion of prior year initiatives to adjust to
lower activity levels.
Revenues for the Distribution Services segment fell $120.5 million in the first
half of 1999 when compared to the prior year, reflecting the significant
decrease in oil prices between the periods. Despite a revenue growth in Canada
of approximately $15 million, sales in the United States showed a $125 million
decline including a tubular business reduction of $74 million. Operating income
was $13.6 million lower in the first six months of 1999 when compared to 1998
and is attributable entirely to the lower revenue levels offset, in part, by
reduced operating costs of approximately $5 million.
Corporate
Corporate costs during the second quarter of 1999 of $1.7 million and the first
six months of 1999 of $2.8 million were comparable to the same periods in the
prior year.
Interest Expense
Interest expense increased during the three months and six months ended June 30,
1999 as compared to the prior year due to the sale of $150 million of 6.875%
unsecured senior notes in June 1998.
8
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had working capital of $292 million, a decrease of
$54 million from December 31, 1998. Significant reductions in accounts
receivable and inventory of $113.4 million and $52.5 million were partially
offset by reduced accounts payable and customer prepayments of $44.0 million and
$16.4 million. Cash generated from operations was used to repay outstanding
debt.
Total capital expenditures were $7.5 million during the first six months of 1999
compared to $9.4 million in the first half of 1998. Enhancements to information
and inventory control systems represent a large portion of these capital
expenditures. The Company has sufficient existing manufacturing capacity to meet
currently anticipated demand though 1999 for its products and services.
The Company has a five-year unsecured $125 million revolving credit facility
which is available for acquisitions and general corporate purposes. The credit
facility provides for interest at prime or LIBOR plus 0.625%, subject to
adjustment based on the Company's Capitalization Ratio, as defined. The credit
facility contains financial covenants and ratios regarding minimum tangible net
worth, maximum debt to capital and minimum interest coverage. Subsequent to
June 30,1999 the Company borrowed approximately $57 million under the credit
facility in connection with an acquisition.
The Company believes that cash generated from operations and amounts available
under the credit facility will be sufficient to fund operations, working capital
needs, capital expenditure requirements and financing obligations.
The Company intends to pursue acquisition candidates, but the timing, size or
success of any acquisition effort and the related potential capital commitments
cannot be predicted. The Company expects to fund future cash acquisitions
primarily with cash flow from operations and borrowings, including the
unborrowed portion of the Credit Facility or new debt issuances. There can be no
assurance that additional financing for acquisitions will be available at terms
acceptable to the Company.
YEAR 2000
The year 2000 issue is the result of computer programs having been written using
two digits rather than four to define the applicable year. Any computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The new system installation for the Company's Distribution Services segment
remains on target for completion in the third quarter of 1999 and will be Year
2000 compliant. In addition, the Company continues to implement modifications to
its other business systems in order to achieve year 2000 date conversion
compliance. The total cost of the year 2000 readiness is estimated at $1.0
million, of which approximately $0.7 million has been spent. The Year 2000
review covers internal computer systems and process control systems, as well as
embedded systems in products delivered. In addition, the Company continues to
communicate with its significant suppliers, customers and business partners to
determine the extent to which we are vulnerable to any failure of these third
parties' to remedy their own Year 2000 issues. Third party vendors of hardware
and packaged software have also been contacted about their products' compliance
status. While the ability of third parties with whom the Company transacts
business to address adequately their year 2000 issue is outside its control, the
Company will evaluate the need to change sources as necessary.
9
<PAGE> 11
Management believes that with installation of new systems, conversion to new
software and modifications to existing software, the year 2000 issue will pose
no significant operational problems for National Oilwell. Completion of all new
installations, conversions and necessary systems modifications and conversions
is expected by September 30, 1999. Accordingly, the Company does not have a
contingency plan with respect to the year 2000 issue. There can be no assurance,
however, that the Company will be able to install and maintain year 2000
compliant software and should this occur, operational difficulties could result.
In such circumstances, delays in financial processes could occur, but neither
these nor any product-related problems are expected to have an adverse effect on
the Company's financial position.
The costs of the project and the dates on which the Company believes it will
complete its Year 2000 project are based on management's best estimates. These
estimates were derived using numerous assumptions of future events, including
continued availability of resources, third party's Year 2000 status and plans
and other factors. However, there can be no assurance that these estimates will
be achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include the
availability and cost of personnel, the ability to identify and correct all Year
2000 impacted areas, timely and effective action by third parties, the ability
to implement interfaces between Year 2000-ready systems and those systems not
being replaced, and other similar uncertainties.
FORWARD-LOOKING STATEMENTS
This document, other than historical financial information, contains
forward-looking statements that involve risks and uncertainties. Such statements
relate to the Company's sales of capital equipment, backlog, capacity, liquidity
and capital resources, plans for acquisitions and any related financings and the
impact of Year 2000. Readers are referred to documents filed by the Company with
the Securities and Exchange Commission which identify significant risk factors
which could cause actual results to differ from those contained in the
forward-looking statements, including "Risk Factors" at Item 1 of the Annual
Report on Form 10-K. Given these uncertainties, current or prospective investors
are cautioned not to place undue reliance on any such forward-looking
statements. The Company disclaims any obligation or intent to update any such
factors or forward-looking statements to reflect future events or developments.
10
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held on May 19, 1999. Stockholders
elected three directors nominated by the board of directors for terms expiring
in 2002 by the following votes: W. McComb Dunwoody - 49,168,433 votes for and
28,764 votes withheld, William E. Macaulay - 49,168,433 votes for and 28,764
votes withheld, and Joel V. Staff - 49,168,223 votes for and 28,974 votes
withheld. Stockholders elected Ben A. Guill for a term expiring in 2000 -
49,168,433 votes for and 28,764 votes withheld. There were no nominees to office
other than the directors elected.
Stockholders also approved an amendment to the Amended and Restated
National-Oilwell, Inc. Stock Award and Long-Term Incentive Plan by the following
vote: 48,294,255 votes for, 581,330 votes against and 321,612 votes abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(a) Reports on Form 8-K
The Company has not filed any report on Form 8-K during the quarter for
which this report is filed.
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.
Date: August 12, 1999 /s/ Steven W. Krablin
--------------------------- ------------------------------------
Steven W. Krablin
Principal Financial and Accounting Officer
and Duly Authorized Signatory
11
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 45,555
<SECURITIES> 0
<RECEIVABLES> 173,507
<ALLOWANCES> 5,580
<INVENTORY> 189,495
<CURRENT-ASSETS> 420,707
<PP&E> 147,315
<DEPRECIATION> 57,356
<TOTAL-ASSETS> 684,087
<CURRENT-LIABILITIES> 128,249
<BONDS> 150,000
0
0
<COMMON> 563
<OTHER-SE> 392,692
<TOTAL-LIABILITY-AND-EQUITY> 684,087
<SALES> 344,336
<TOTAL-REVENUES> 344,336
<CGS> 272,462
<TOTAL-COSTS> 272,462
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,244
<INTEREST-EXPENSE> 6,988
<INCOME-PRETAX> 5,399
<INCOME-TAX> 2,075
<INCOME-CONTINUING> 3,324
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,324
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
</TABLE>
