SMITH INTERNATIONAL INC
8-K, 1998-03-06
MISCELLANEOUS CHEMICAL PRODUCTS
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                       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

                              ___________________

                                 MARCH 6, 1998
                                (Date of Report)

                           SMITH INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                      <C>                                 <C>
    DELAWARE                                1-8514                                95-3822631
(State or other                           (Commission                          (I.R.S. Employer
jurisdiction of                          File Number)                        Identification No.)
 incorporation)
</TABLE>


                               16740 HARDY STREET
                                 P.O. BOX 60068
                              HOUSTON, TEXAS 77205
           (Address of principal executive offices) (Zip Code)

                                 (281) 443-3370
                        (Registrant's telephone number,
                              including area code)

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report)
<PAGE>   2
         ITEM 5.          OTHER EVENTS

         On February 2, 1998, the Registrant announced its fourth quarter and
12-month earnings for the year ended December 31, 1997 and related matters.
Such matters are described in the press release attached hereto as Exhibit
99.1.

         ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS

         (a) - (b) No financial statements are filed with this report.

         (c)     Exhibits.

               99.1               Press Release issued by Registrant dated
                                  February 2, 1998 announcing its fourth
                                  quarter and 12-month earnings for the year
                                  ended December 31, 1997 and related matters.
<PAGE>   3
                                   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.

                                SMITH INTERNATIONAL, INC.
                                (Registrant)
                                
                                
                                
Dated: March 6, 1998            By: /S/ NEAL S. SUTTON
                                   ---------------------------------------------
                                        Neal S. Sutton, 
                                        Senior Vice President - Administration,
                                        General Counsel and Secretary
<PAGE>   4
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit                                                                                    Sequential
  Page No.                                    Description                                     Page No.  
- -----------                                   -----------                                   ------------
    <S>          <C>                                                                              <C>
    99.1         Press Release issued by Registrant dated February 2, 1998 announcing             1
                 its fourth quarter and 12-month earnings for the year ended December
                 31, 1997 and related matters.
</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1
PRESS RELEASE

================================================================================
SMITH INTERNATIONAL, INC.
P.O. BOX 60068
HOUSTON, TX 77205-0068
WEBSITE ADDRESS:  smith-intl.com

FOR RELEASE
MONDAY, FEBRUARY 2, 1998

CONTACT:  JOHN J. KENNEDY
          CHIEF FINANCIAL OFFICER
          (281) 443-3370

                       SMITH INTERNATIONAL, INC.  REPORTS
                   51 PERCENT INCREASE IN QUARTERLY EARNINGS

         HOUSTON, Texas (February 2, 1998)... Smith International, Inc. (NYSE,
PSE: SII) today announced fourth quarter earnings of $30.0 million, or 75 cents
per share on a diluted basis, compared with net income of $19.9 million, or 50
cents per share on a diluted basis, in the fourth quarter of 1996.  The Company
reported revenues of $425.9 million for the fourth quarter of 1997, a 26
percent increase over the revenues for the fourth quarter of 1996.  Strong
revenue growth was reported in North America, Latin America and the Far East.
The quarter benefited from acquisitions made during the year including Fleming
Oilfield Services, Chem-Tech, Inc. and DSR Companies, which were acquired in
the fourth quarter.  Excluding the impact of revenues from acquisitions,
revenues increased 21 percent over the fourth quarter of 1996.

         Revenues for the M-I Fluids unit increased 21 percent over the
comparable quarter of the prior year to $236.4 million.  Strong revenue growth
was reported in the U.S., Latin America and the Far East regions.  Higher
activity levels, new contracts and incremental revenues associated with the
Fleming operations all contributed to the favorable revenue variance. Excluding
the impact of acquisitions, Fluids' revenues grew by 18 percent over the fourth
quarter of 1996.





                                       1
<PAGE>   2
         M-I SWACO, M-I's solids control and waste management unit, reported
revenues of $35.3 million, a 42 percent increase over the fourth quarter of
1996.  SWACO continues to experience strong growth in the U.S. and Canada
benefiting from the impact of current year acquisitions and increased equipment
rental activity in the U.S. Gulf Coast area.  Excluding the impact of
acquisitions, SWACO's revenues grew by 30 percent over the fourth quarter of
1996.

         Smith Tool's revenues were $65.2 million for the fourth quarter, an
increase of 22 percent over the comparable quarter of the prior year.  Smith
Tool reported balanced revenue growth across all geographic regions due to
increased activity levels, price increases and improved market penetration.
Sales of Magnum(TM) bits doubled from the fourth quarter of 1996.

         Smith Diamond Technology reported revenues of $22.1 million, a 24
percent increase over the fourth quarter of the prior year.  Increased market
penetration in Europe/Africa and the Far East accounted for over half of the
quarter-to-quarter revenue increase.  Higher volumes and increased sales of
larger-size diamond bits during the quarter contributed to the revenue growth.
On a combined basis, revenues for petroleum three-cone bits (excluding mining
bits) and diamond bits grew in excess of 25 percent over the prior year
quarter.

         Smith Drilling and Completions' revenues increased 45 percent over the
fourth quarter of the prior year to $66.9 million. Over half of the revenue
increase was reported in the U.S. which benefited from continued strength in
the U.S. Gulf Coast market and the impact of current year acquisitions.
Excluding revenues from acquisitions, revenues increased approximately 25
percent over the fourth quarter of 1996.

         For the year ended December 31, 1997, the Company reported net income
of $102.4 million, or $2.55 per share on a diluted basis, on revenues of $1.6
billion compared to net income of $64.4 million, or $1.62 per share on a
diluted basis, on revenues of $1.2 billion in the prior fiscal year.  Each
business unit reported higher revenues and earnings compared to the prior year
due to a combination of increased activity levels, the impact of new product
introductions, improved pricing and the benefit of acquired operations.
Revenues grew in all geographic areas over the prior year, with particularly
strong growth reported in the U.S., Europe/Africa and Latin America.





                                      2
<PAGE>   3
         Approximately 61 percent of the Company's revenues were generated
outside the U.S. in both 1997 and 1996.

         Commenting on the results, Chairman and CEO, Doug Rock stated, "We're
pleased with last year's results, but that's behind us.  With the recent oil
price drop, and the resultant equity market plunge for oil service stocks,
we're charging ahead to further reduce drilling, completion and downstream
costs for our customers.  The Wilson Industries acquisition, which should be
completed by the end of this quarter, is one example of our pledge to improve
customer efficiencies.  Based on past performance, weak markets mean strong
opportunities for Smith."

         Loren Carroll, Executive Vice President also noted that, "Improved
gross margins and favorable operating expense leverage have resulted in Smith's
operating margins reaching 14.9 percent in the quarter.  Smith also continues
to report improved financial ratios evidenced by our return on shareholders'
equity increasing to 26.5 percent in the fourth quarter of 1997 from 22.4
percent in the fourth quarter of 1996.  Finally, operating cash flow,
consisting of earnings before interest, taxes and minority interests plus
depreciation and amortization, after reduction for the effect of minority
interests, totaled $209.8 million or $5.22 per share for the fiscal year, an
increase of approximately 63 percent over 1996."

         Smith International, Inc. is a leading supplier of premium products
and services to the oil and gas exploration and production industry through its
five principal business units - M-I Fluids, M-I Swaco, Smith Tool, Smith
Diamond Technology, and Smith Drilling & Completions.

         Financial highlights follow:





                                       3
<PAGE>   4
                           SMITH INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                 Three Months Ended              Year Ended
                                                     December 31,               December 31,
                                                ---------------------     -------------------------
                                                  1997         1996          1997           1996
                                                --------     --------     ----------     ----------
                                                     (Unaudited)                  (Audited)
<S>                                             <C>          <C>          <C>            <C>
Revenues.....................................   $425,868     $336,909     $1,563,144     $1,156,658

Costs and expenses:
  Costs of revenues .........................    271,835      219,477      1,014,612        764,596
  Selling expenses ..........................     69,309       57,038        251,278        194,875
  General and administrative expenses .......     21,173       17,995         79,763         64,667
                                                --------     --------     ----------     ----------
    Total costs and expenses ................    362,317      294,510      1,345,653      1,024,138
                                                --------     --------     ----------     ----------
Earnings before interest and taxes ..........     63,551       42,399        217,491        132,520
Interest expense, net .......................      7,091        5,095         24,973         16,445
                                                --------     --------     ----------     ----------
Income before income taxes and 
  minority interests ........................     56,460       37,304        192,518        116,075
Income tax provision ........................     15,169        9,375         50,650         26,798
                                                --------     --------     ----------     ----------
Income before minority interests ............     41,291       27,929        141,868         89,277
Minority interests ..........................     11,246        8,018         39,517         24,833
                                                --------     --------     ----------     ----------
Net income ..................................   $ 30,045     $ 19,911     $  102,351     $   64,444
                                                ========     ========     ==========     ==========

Earnings per share:
  Basic .....................................   $   0.76     $   0.51     $     2.58     $     1.64
                                                ========     ========     ==========     ==========
  Diluted ...................................   $   0.75     $   0.50     $     2.55     $     1.62
                                                ========     ========     ==========     ==========

Weighted average shares outstanding:
  Basic .....................................     39,656       39,411         39,604         39,352
  Diluted ...................................     40,249       39,994         40,183         39,880

OTHER DATA:
Depreciation and Amortization ...............   $ 12,829     $  8,885     $   46,704     $   31,601
                                                ========     ========     ==========     ==========
Capital Spending(a) .........................   $ 26,417     $ 23,166     $   82,787     $   72,958
                                                ========     ========     ==========     ==========
EBIT excluding minority interest(b) .........   $ 50,437     $ 32,786     $  171,471     $  102,590
                                                ========     ========     ==========     ==========
EBITDA excluding minority interest(b) .......   $ 60,920     $ 40,240     $  209,753     $  128,747
                                                ========     ========     ==========     ==========
</TABLE>

NOTE (a):
Capital spending is reported gross and not reduced for the proceeds arising on
lost-in-hole sales or sales of fixed asset equipment replace. The net capital
spending was approximately $76.2 million and $61.2 million in 1997 and 1996,
respectively.

NOTE (b):
"Earnings before interest and taxes (EBIT) excluding minority interests" and
"Earnings before interest, taxes, depreciation and amortization (EBITDA)
excluding minority interests" represent the amount of EBIT and EBITDA earned by
the Company after reduction for the portion of the respective amounts allocable
to the minority interest ownership in M-I L.L.C.


                                       4
<PAGE>   5
                           SMITH INTERNATIONAL, INC.
                                REVENUE ANALYSIS
                               ($'s IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            THREE MONTHS
                                                          ENDED DECEMBER 31,
                                                ------------------------------------
                                                       1997                1996
                                                ----------------     ---------------
                                                   (UNAUDITED)         (UNAUDITED)
<S>                                             <C>                  <C>
M-I FLUIDS                                             $236,355            $194,562

M-I SWACO                                                35,259              24,759

SMITH TOOL                                               65,244              53,571

SMITH DIAMOND TECHNOLOGY                                 22,116              17,889

SMITH DRILLING & COMPLETION                              66,894              46,128
                                                ---------------      --------------   
                                             
TOTAL                                                  $425,868            $336,909
                                                ===============      ==============


                                                            YEAR ENDED
                                                            DECEMBER 31,
                                                ------------------------------------
                                                       1997                1996
                                                ----------------     ---------------
                                                   (UNAUDITED)         (UNAUDITED)
<S>                                             <C>                  <C>
M-I FLUIDS                                             $872,290            $669,585                  
                                                                                   
M-I SWACO                                               128,758              82,741                           
                                                                                   
SMITH TOOL                                              248,500             196,691                           
                                                                                   
SMITH DIAMOND TECHNOLOGY                                 79,612              58,919                           
                                                                                   
SMITH DRILLING & COMPLETIONS                            233,984             148,722                           
                                                ---------------      --------------

TOTAL                                                $1,563,144          $1,156,658                              
                                                ===============      ==============
</TABLE>



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