DRIL-QUIP INC
10-Q, 1999-05-12
OIL & GAS FIELD MACHINERY & EQUIPMENT
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<PAGE>
 
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- -------------------------------------------------------------------------------
 
                                 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 MARCH 31, 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 May 12, 1999, the number of shares outstanding of the registrant's
            common stock, par value $.01 per share, was 17,245,000.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
                         PART I--FINANCIAL INFORMATION
 
Item 1--FINANCIAL STATEMENTS
 
                                DRIL-QUIP, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                         December 31, March 31,
                         ASSETS                              1998       1999
- -------------------------------------------------------- ------------ ---------
                                                             (In Thousands)
<S>                                                      <C>          <C>
Current assets:
  Cash and cash equivalents.............................   $ 11,869   $  9,227
  Trade receivables.....................................     44,527     45,913
  Inventories...........................................     55,536     55,018
  Deferred taxes........................................      3,883      3,917
  Prepaids and other current assets.....................      1,387      1,463
                                                           --------   --------
    Total current assets................................    117,202    115,538
Property, plant and equipment, net......................     59,753     65,224
Other assets............................................        291        303
                                                           --------   --------
    Total assets........................................   $177,246   $181,065
                                                           ========   ========
 
          LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------
Current liabilities:
  Accounts payable......................................   $ 16,712   $ 14,058
  Current maturities of long-term debt..................        165        152
  Accrued income taxes..................................      1,637      2,085
  Customer prepayments..................................      9,039     14,001
  Accrued compensation..................................      3,742      3,179
  Other accrued liabilities.............................      2,312      2,362
                                                           --------   --------
    Total current liabilities...........................     33,607     35,837
Long-term debt..........................................        150        126
Deferred taxes..........................................      1,577      1,571
                                                           --------   --------
    Total liabilities...................................     35,334     37,534
 
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     83,159
  Foreign currency translation adjustment...............     (1,568)    (3,091)
                                                           --------   --------
    Total stockholders' equity..........................    141,912    143,531
                                                           --------   --------
    Total liabilities and stockholders' equity..........   $177,246   $181,065
                                                           ========   ========
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                       2
<PAGE>
 
                                 DRIL-QUIP INC.
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                              Three months ended March 31,
                                           ------------------------------------
                                                 1998               1999
                                           -----------------  -----------------
                                           (In Thousands Except Share Amounts)
<S>                                        <C>                <C>
Revenues.................................. $          40,816  $          39,584
Cost and expenses:
  Cost of sales...........................            27,283             26,533
  Selling, general and administrative.....             4,936              5,490
  Engineering and product development.....             2,671              2,835
                                           -----------------  -----------------
                                                      34,890             34,858
                                           -----------------  -----------------
Operating income..........................             5,926              4,726
Interest expense (income).................              (378)              (103)
                                           -----------------  -----------------
Income before income taxes................             6,304              4,829
Income tax provision......................             2,175              1,687
                                           -----------------  -----------------
Net income................................ $           4,129  $           3,142
                                           =================  =================
Earnings per share:
  Basic................................... $            0.24  $            0.18
                                           =================  =================
  Fully diluted........................... $            0.24  $            0.18
                                           =================  =================
Weighted average shares:
  Basic...................................        17,245,000         17,245,000
                                           =================  =================
  Fully diluted...........................        17,300,000         17,245,000
                                           =================  =================
</TABLE>
 
 
        The accompanying notes are an integral part of these statements.
 
                                       3
<PAGE>
 
                                DRIL-QUIP, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                               Three months
                                                               ended March
                                                                   31,
                                                              ---------------
                                                               1998     1999
                                                              -------  ------
                                                              (In Thousands)
<S>                                                           <C>      <C>
Operating activities
Net income................................................... $ 4,129  $3,142
Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation and amortization..............................   1,265   1,623
  Gain on sale of equipment..................................      (2)     47
  Deferred income taxes......................................    (290)    (33)
  Changes in operating assets and liabilities:
    Trade receivables........................................  (5,438) (1,088)
    Inventories..............................................   2,759    (639)
    Prepaids and other assets................................    (460)   (116)
    Trade accounts payable and accrued expenses..............    (298)  2,003
                                                              -------  ------
Net cash provided by operating activities....................   1,665   4,939
 
Investing activities
  Purchase of property, plant, and equipment.................  (7,597) (7,703)
  Proceeds from sale of equipment............................     179       8
                                                              -------  ------
  Net cash used in investing activities......................  (7,418) (7,695)
 
Financing activities
  Principal payments on long-term debt.......................     (63)    (36)
                                                              -------  ------
  Net cash provided by (used in) financing activities........     (63)    (36)
  Effect of exchange rate changes on cash activities.........      49     150
                                                              -------  ------
  Increase (decrease) in cash................................  (5,767) (2,642)
  Cash at beginning of period................................  32,612  11,869
                                                              -------  ------
  Cash at end of period...................................... $26,845  $9,227
                                                              =======  ======
</TABLE>
 
 
        The accompanying notes are an integral part of these statements.
 
                                       4
<PAGE>
 
                                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 March 31, 1999, and the results of operations and the cash
flows for each of the three-month periods ended March 31, 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 three-month period ended March 31,
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:
 
<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                        December 31,  March 31,
                                                            1998        1999
                                                        ------------ -----------
                                                             (In Thousands)
<S>                                                     <C>          <C>
Raw materials and supplies.............................   $13,114      $12,146
Work in progress.......................................    18,114       19,353
Finished goods and purchased supplies..................    24,308       23,519
                                                          -------      -------
                                                          $55,536      $55,018
                                                          =======      =======
</TABLE>
 
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 shareholders' 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 shareholders' equity.
 
  For the three-month periods ended March 31, 1999 and 1998, total
comprehensive income equaled $1.6 million and $5.1 million, respectively.
 
                                       5
<PAGE>
 
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 year ended December 31,
1998, the Company derived 88% of its revenues from the sale of its products
and 12% 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 three months of 1999, four projects representing approximately
14% 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 three months ended March 31, 1999, the Company generated approximately 52%
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.
 
  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
 
                                       6
<PAGE>
 
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:
 
<TABLE>
<CAPTION>
                                                                   Three Months
                                                                    Ended March
                                                                        31,
                                                                   -------------
                                                                    1998   1999
                                                                   ------ ------
<S>                                                                <C>    <C>
Revenues:
  Product Group...................................................  87.9%  85.2%
  Service Group...................................................  12.1%  14.8%
                                                                   ------ ------
    Total......................................................... 100.0% 100.0%
Cost of sales.....................................................  66.8%  67.0%
Selling, general and administrative expenses......................  12.1%  13.9%
Engineering and product development expenses......................   6.6%   7.2%
                                                                   ------ ------
Operating income..................................................  14.5%  11.9%
Interest expense (income)......................................... (0.9)% (0.3)%
                                                                   ------ ------
Income before income taxes........................................  15.4%  12.2%
Income tax provision..............................................   5.3%   4.3%
                                                                   ------ ------
Net income........................................................  10.1%   7.9%
                                                                   ====== ======
</TABLE>
 
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31,
1998.
 
  Revenues. Revenues decreased by $1.2 million, or 3%, to $39.6 million in the
three months ended March 31, 1999 from $40.8 million in the three months ended
March 31, 1998. The net decrease resulted from increased domestic sales in the
United States of $3.1 million, offset by decreased export sales from the
United States of $2.5 million, and decreased sales of $1.8 million in the
Asia-Pacific area. The decrease in revenues can be attributed to depressed oil
prices which have 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 $750,000, or 3%, to $26.5 million for
the three months ended March 31, 1999 from $27.3 million for the same period
in 1998. As a percentage of revenues, cost of sales remained steady at 67% for
the three-month periods ending March 31, 1998 and 1999.
 
  Selling, General and Administrative Expenses. In the three months ended
March 31, 1999, selling, general and administrative expenses increased by
$550,000, or 11%, to $5.5 million from $4.9 million in the 1998 period. The
increase was due to higher labor costs and an increased number of personnel
needed to support increased sales efforts. Selling, general and administrative
expenses increased as a percentage of revenues from 12% to 14%.
 
                                       7
<PAGE>
 
  Engineering and Product Development Expenses. In the three months ended
March 31, 1999, engineering and product development expenses increased by
$164,000, or 6% to $2.83 million from $2.67 million in the same period in
1998. The increase reflects an increased number of personnel and increased
development testing related to new products.
 
  Interest Income. Interest income for the three months ended March 31, 1998
was $378,000 as compared to interest income of $103,000 for the three-month
period ended March 31, 1999. This decrease of approximately $275,000 resulted
from reductions in the Company's invested cash balance from 1998 to 1999.
 
  Net Income. Net income decreased by approximately $987,000, or 24%, from
$4.13 million in the three months ended March 31, 1998 to $3.14 million for
the same period in 1999 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. 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 $1.7 million and
$4.9 million for the three months ended March 31, 1998 and 1999, 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.
 
  Capital expenditures by the Company were $7.6 million and $7.7 million for
the three months ended March 31, 1998 and 1999, respectively. Principal
payments on long-term debt were approximately $63,000 and $36,000 for the
three months ended March 31, 1998 and 1999, 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.
 
                                       8
<PAGE>
 
  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.
 
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 July 1, 1999. As of April 30, 1999,
the Company had completed assessment and remediation of approximately 80% of
all non-mission critical information systems and automated production systems.
Assessment and remediation of all non-mission critical systems are scheduled
to be completed by July 1, 1999 and testing is planned to be completed by
August 1, 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. By July 1, 1999, the Company plans to have contacted all of its
mission critical third parties and 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 page 10. 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.
 
                                       9
<PAGE>
 
                          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.
 
  None.
 
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 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.
 
  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 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.
 
                                      10
<PAGE>
 
Item 6. Exhibits and Reports on Form 8-K.
 
<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
  *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.
</TABLE>
- --------
   *Incorporated herein by reference as indicated.
 
    Reports on Form 8-K
 
    None.
 
                                       11
<PAGE>
 
                                   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: May 12, 1999
 
                                       12

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                           9,227
<SECURITIES>                                         0
<RECEIVABLES>                                   45,913
<ALLOWANCES>                                         0
<INVENTORY>                                     55,018
<CURRENT-ASSETS>                               115,538
<PP&E>                                         104,080
<DEPRECIATION>                                (38,856)
<TOTAL-ASSETS>                                 181,065
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