<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
(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, 1995
---------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-18312
--------------
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 76-0252850
- - ---------------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2835 Holmes Road, Houston, Texas 77051
- - ---------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
(713) 799-5100
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(Registrant's telephone number, including area code)
None
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(Former name, former address and former fiscal year,
if changed since last report)
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
---- ------
The Registrant had 18,492,394 shares of common stock outstanding as of
March 31, 1995.
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TUBOSCOPE VETCO INTERNATIONAL CORPORATION
INDEX
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Page No.
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets -
March 31, 1995 (unaudited) and December 31, 1994 2
Unaudited Consolidated Statements of Income -
For the Three Months Ended March 31, 1995 and 1994 3
Unaudited Consolidated Statements of Cash Flows -
For the Three Months Ended March 31, 1995 and 1994 4
Notes to Unaudited Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7-8
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signature Page 10
Exhibit Index 11-14
Appendix A - Financial Data Schedule 15
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
1
<PAGE>
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
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<S> <C> <C>
(UNAUDITED)
(IN THOUSANDS)
A S S E T S
- - --------------------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents................................................................. $ 10,176 $ 8,531
Accounts receivable, net.................................................................. 46,229 51,068
Inventory, net............................................................................ 14,074 12,431
Deferred federal income taxes............................................................. 2,701 2,701
Prepaid expenses and other................................................................ 7,198 6,263
-------- --------
Total current assets................................................................... 80,378 80,994
-------- --------
Property and equipment:
Land, buildings and leasehold improvements................................................ 91,459 89,889
Operating equipment....................................................................... 102,852 99,508
Equipment leased to customers............................................................. 3,101 3,079
Accumulated depreciation and amortization................................................. (47,136) (42,581)
-------- --------
Net property and equipment............................................................. 150,276 149,895
Identified intangibles, net................................................................. 31,607 32,139
Goodwill, net............................................................................... 48,711 49,032
Other assets, net........................................................................... 5,062 4,967
-------- --------
Total assets........................................................................... $316,034 $317,027
======== ========
L I A B I L I T I E S A N D E Q U I T Y
- - --------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable.......................................................................... $ 14,278 $ 15,010
Accrued liabilities....................................................................... 19,563 19,766
Federal and foreign income taxes payable.................................................. 3,560 3,787
Current portion of long-term debt and short-term borrowings............................... 6,441 6,505
-------- --------
Total current liabilities.............................................................. 43,842 45,068
Long-term debt.............................................................................. 122,935 123,851
Pension liabilities......................................................................... 10,134 9,306
Deferred taxes payable...................................................................... 13,046 13,534
Other liabilities........................................................................... 1,380 1,669
Commitments and contingencies...............................................................
-------- --------
Total liabilities...................................................................... 191,337 193,428
-------- --------
Redeemable Series A Convertible Preferred Stock, $.01 par value, 5,000,000
shares authorized, 100,000 shares issued and outstanding................................... 10,175 10,175
-------- --------
Common stockholders' equity:
Common stock, $.01 par value, 35,000,000 shares authorized, 18,492,394
shares issued and outstanding (18,466,763 at December 31, 1994).......................... 185 184
Paid-in capital.......................................................................... 116,053 115,982
Accumulated deficit...................................................................... (602) (1,469)
Cumulative translation adjustment........................................................ (1,114) (1,273)
-------- --------
Total common stockholders' equity...................................................... 114,522 113,424
-------- --------
Total liabilities and equity........................................................... $316,034 $317,027
======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
2
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TUBOSCOPE VETCO INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------------
1995 1994
----------------- ----------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
<S> <C> <C>
Revenue:
Sale of services.................................. $ 41,457 $ 42,181
Sale of products.................................. 1,245 2,574
Rental income..................................... 984 776
----------- -----------
43,686 45,531
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Costs and expenses:
Cost of services sold............................. 31,814 32,693
Cost of products sold............................. 788 1,424
Goodwill amortization............................. 321 294
Selling, administrative and general............... 5,197 5,488
Research and engineering costs.................... 905 884
----------- -----------
39,025 40,783
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Operating profit..................................... 4,661 4,748
Other expense (income):
Interest expense.................................. 3,201 2,817
Interest income................................... (91) (91)
Foreign exchange.................................. (596) (70)
Other, net........................................ 410 507
----------- -----------
Income before income taxes........................... 1,737 1,585
Provision for income taxes........................... 695 475
----------- -----------
Net income........................................... 1,042 1,110
Dividends applicable to redeemable preferred stock... 175 175
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Net income applicable to common stock................ $ 867 $ 935
=========== ===========
Earnings per common share:
Income after deduction of preferred stock
dividends....................................... $.05 $.05
=========== ===========
Weighted average number of common shares
outstanding....................................... 18,504,265 18,423,583
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements.
3
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TUBOSCOPE VETCO INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1995 1994
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<S> <C> <C>
(IN THOUSANDS)
Cash flows from operating activities:
Net income.............................................................. $ 1,042 $ 1,110
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization...................................... 3,701 3,814
Compensation related to stock plan................................. 72 --
Write-off of property and equipment................................ -- 165
Benefit for deferred income taxes.................................. (488) (71)
Changes in current assets and liabilities:
Decrease in accounts receivable................................. 4,839 2,412
Decrease (increase) in inventory................................ (1,643) 1,515
Increase in prepaid expenses and other assets................... (935) (1,884)
Decrease in accounts payable, accrued liabilities and other..... (1,224) (1,486)
Decrease in federal and foreign income taxes payable............ (227) (437)
------- --------
Net cash provided by operating activities.......................... 5,137 5,138
------- --------
Cash flow used for investing activities:
Capital expenditures.................................................... (2,105) (902)
Other................................................................... (232) (1,062)
------- --------
Net cash used for investing activities............................. (2,337) (1,964)
------- --------
Cash flows used for financing activities:
Borrowings under financing agreements................................... -- 18,361
Principal payments under financing agreements........................... (980) (19,586)
Dividends paid on Redeemable Series A Convertible Preferred Stock....... (175) (175)
------- --------
Net cash used for financing activities............................. (1,155) (1,400)
------- --------
Net increase in cash and cash equivalents................................. 1,645 1,774
Cash and cash equivalents:
Beginning of period..................................................... 8,531 2,492
------- --------
End of period........................................................... $10,176 $ 4,266
======= ========
Supplemental disclosure of cash flow information:
Cash paid during the three month period for:
Interest........................................................... $ 1,481 $ 817
======= ========
Taxes.............................................................. $ 1,224 $ 1,761
======= ========
</TABLE>
See notes to unaudited consolidated financial statements.
4
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TUBOSCOPE VETCO INTERNATIONAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
AND AS OF DECEMBER 31, 1994
1. ORGANIZATION AND BASIS OF PRESENTATION OF INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
The accompanying unaudited consolidated financial statements of the Company and
its wholly-owned subsidiaries have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information in
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to these rules and regulations. The unaudited consolidated
financial statements included in this report reflect all the adjustments which
the Company considers necessary for a fair presentation of the results of
operations for the interim periods covered and for the financial condition of
the Company at the date of the interim balance sheet. Results for the interim
periods are not necessarily indicative of results of the year.
The financial statements included in this report should be read in conjunction
with the audited financial statements and accompanying notes included in the
Company's 1994 Form 10-K, filed under the Securities Exchange Act of 1934
(Commission File No. 0-18312).
2. INVENTORY
At March 31, 1995 inventories consist of the following (in thousands):
Components, subassemblies, and expendable parts.............. $ 9,977
Equipment under production................................... 4,097
-------
$14,074
=======
3. SENIOR CREDIT AGREEMENT
On June 30, 1994, the Company's subsidiaries, TVI, CTI Inspection Services,
Inc. (CTI), and Tuboscope Vetco Capital Corp (TVCC), entered into a new credit
agreement with a group of participating lenders. The agreement included
$23,000,000 in term loan facilities, a $35,000,000 revolving credit facility,
and a $1,000,000 letter of credit facility. These obligations are guaranteed by
the Company and secured by substantially all of the assets of TVI, CTI, TVCC,
Tuboscope Pipeline Services Inc., and Tube-Kote Inc., and the stock of certain
subsidiaries. Proceeds from the new loans were used principally to retire the
debt balances outstanding under the previous senior credit agreement.
The available amount under the revolving credit facility is determined using
the borrowing base, as defined, but not to exceed the maximum commitment of
$35,000,000. The revolving credit agreement expires June 30, 1997. The term
loan facility requires increasing quarterly installments. The initial payment
of $500,000 was due and paid on September 30, 1994 and the final payment is due
June 30, 2001.
The credit agreement provides for the borrowers to elect interest at a
base rate or a Eurodollar rate, as defined. Interest on the base rate loans
accrue at base rate to base rate plus 1.5%, based on a ratio of total funded
debt to earnings before interest, taxes, extraordinary gains and losses, and
depreciation and amortization. Interest on Eurodollar rate loans accrue at
LIBOR plus 1.0% to LIBOR plus 2.5%, based on a ratio of total funded debt to
earnings before interest, taxes, extraordinary gains and losses, and
depreciation and amortization. Interest is payable on a quarterly basis. The
credit agreement requires an interest rate cap agreement be maintained beginning
no later than six months from the initial borrowing date for at least
$15,000,000 of the term loans and to maintain such protection for a period of
not less than three years. At March 31, 1995, the Company had purchased a
$20,000,000, two year cap, and received a six month extension (through June 30,
1995) from the lenders regarding the purchase of additional protection for the
third year.
An after-tax extraordinary loss of $764,000 was incurred in the second quarter
of 1994 as a result of the early retirement of debt under the previous senior
credit agreement and related write-off of unamortized debt fees.
5
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4. DIVIDEND RESTRICTIONS
TVI's bank credit agreement and the Notes restrict the ability of TVI to
dividend or otherwise make distribution to the Company. The terms of the
Company's Series A Convertible Preferred Stock restrict the ability of the
Company to pay dividends on its Common Stock.
5. SUMMARIZED FINANCIAL INFORMATION OF REGISTRANT (TVI)
The following is summarized balance sheet information for TVI as of March 31,
1995 and December 31, 1994 and summarized statements of income for the three
months ended March 31, 1995 and 1994. Certain balances at December 31, 1994 have
been reclassified to be consistent with the March 31, 1995 presentation (in
thousands).
<TABLE>
<CAPTION>
SUMMARIZED BALANCE SHEETS
March 31, December 31,
ASSETS 1995 1994
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<S> <C> <C>
Current assets.................... $ 80,412 $ 84,327
Noncurrent assets................. 228,913 224,198
-------- --------
Total assets...................... $309,325 $308,525
======== ========
LIABILITIES AND EQUITY
----------------------
Current liabilities............... $ 41,848 $ 44,471
Noncurrent liabilities............ 141,978 140,980
Stockholders' equity.............. 125,499 123,074
-------- --------
Total liabilities and equity...... $309,325 $308,525
======== ========
<CAPTION>
Three Months Ended
SUMMARIZED STATEMENTS OF INCOME March 31,
------------------------
1995 1994
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<S> <C> <C>
Revenue........................... $ 43,172 $ 44,889
======== ========
Operating profit.................. $ 4,709 $ 5,284
======== ========
Income before income taxes........ $ 1,413 $ 1,768
======== ========
Net income........................ $ 904 $ 1,238
======== ========
</TABLE>
6. FINANCIAL ADVISOR ENGAGEMENT
In October 1994, the Company engaged Goldman, Sachs and Company to advise it
with respect to strategic alternatives to enhance shareholder value, including
the possible sale of all or part of the Company. The Company has reviewed
several alternatives with Goldman, Sachs, and the Goldman, Sachs engagement is
ongoing.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition.
RESULTS OF OPERATIONS
- - ---------------------
REVENUE. Revenue was approximately $43.7 million for the first quarter of 1995
compared to approximately $45.5 million for the first quarter of 1994, a
decrease of $1.8 million or 4%.
Revenue from the Company's Oilfield Services, comprised of Inspection and
Coating, was approximately $34.0 million for the first quarter of 1995, up
slightly from $33.5 million for the same period in 1994. The increase in
Oilfield Services was mainly related to a $1.9 million increase in International
Inspection revenue as equipment sales related to the Algerian reclamation
facility were completed in the first quarter of 1995, equipment sales were made
to Russia in 1995, and oilfield inspection activity increased in Holland. There
were no corresponding equipment sales to Algeria or Russia in the first quarter
of 1994. In addition, North American Coating revenue increased $437,000 mainly
due to greater revenue from the Company's Nisku, Canada Coating facility. North
America Inspection revenue declined $367,000 due to lower inspection activity as
the average U.S. rig count declined 7% in the first quarter of 1995 compared to
1994. International Coating revenue declined $1.3 million due to 1994 potable
water linepipe projects in Singapore and Germany which were not repeated in
1995.
Pipeline Services revenue was $3.0 million for the first three months of 1995, a
decrease of $688,000 compared to the $3.7 million earned during the three months
ended March 31, 1994. Pipeline Services revenue declined mainly due to lower
revenue in Saudi Arabia and Mexico. As indicated by the Pipeline Services
backlog scheduled for the second quarter of 1995, the Company expects Pipeline
Services revenue to be higher in the second quarter of 1995 than either the
first quarter of 1995 or the second quarter of 1994.
Industrial Inspection revenue was $3.7 million for the first quarter of 1995,
down $366,000 from 1994. The decrease was mainly the result of less work in
Saudi Arabia. The Company was recently rewarded with the retention of its
contract in Saudi Arabia for Industrial Inspection work.
Mill Systems and Sales revenue was $2.0 million for the first quarter 1995, down
$890,000 from the $2.8 million reported in the first quarter of 1994. The 1995
results included approximately $1.0 million of revenue from the operations of
NDT Systems which was purchased in the third quarter of 1994. The first quarter
1994 results included the sale of a $1.8 million mill inspection system to
Indonesia. A $1.2 million mill unit shipment originally scheduled for late in
the first quarter of 1995 was delayed until the second quarter.
Other revenue was approximately $1 million for the first quarter of 1995
compared to $1.3 million in 1994. The decrease was due mainly to lower U.S.
line pipe coating revenue.
GROSS MARGIN AND GROSS PROFIT. Gross profit was approximately $10.8 million
(24.6%) for the first quarter of 1995 compared to $11.1 million (24.4%) for the
first quarter of 1994. The decrease was primarily due to the decrease in
revenue for the quarter. Profit margins improved as gross margins (defined as
revenue minus variable expense) were 45.9% for the first quarter of 1995
compared to 44.7% for the same period of 1994. The improvement in gross margin
percentage was mainly due to better margins in 1995 North America Inspection
operations due to continuing cost controls and the lower margin on the $1.8
million 1994 mill equipment sale.
SELLING, GENERAL AND ADMINISTRATIVE COSTS. Selling, general and administrative
costs were $5.2 million for the first three months of 1995, a $291,000 decrease
from 1994 results. The decrease was mainly the result of lower general and
administrative costs associated with travel and insurance.
RESEARCH AND ENGINEERING COSTS. Research and engineering costs were $905,000
and $884,000 for the three months ended March 31, 1995 and 1994, respectively.
OPERATING PROFIT. Operating profit was $4.7 million for the first quarter of
1995 and 1994. The decrease in first quarter 1995 revenue was offset by
improved profit margins and lower first quarter 1995 selling, general and
administrative costs.
7
<PAGE>
INTEREST EXPENSE. Interest expense was $3.2 million for the first quarter of
1995, up $384,000 from $2.8 million in 1994. The increase was the result of
higher interest rates on the Company's variable rate loans and greater debt
balances in the first quarter of 1995 compared to the first quarter of 1994.
OTHER EXPENSE (INCOME). Other expense (income) resulted in a net gain of
$277,000 for the first quarter of 1995 compared to a net expense of $346,000 in
1994. Other expense (income) includes interest income, foreign exchange gains
and losses, and other expenses. Foreign exchange gains were a net gain of
$596,000 for 1995 compared to a net gain of $70,000 in 1994. The 1995 foreign
exchange gain was mainly the result of the weaker U.S. dollar and gains on
foreign subsidiaries which have U.S. dollar payables (accounts and notes).
PROVISION FOR INCOME TAXES. The Company's effective tax rate for the first
quarter of 1995 was 40% compared to 30% in the first quarter of 1994. The 1995
higher effective tax rate was due to losses in certain foreign jurisdictions
which the Company could not benefit on a consolidated basis.
NET INCOME. The first quarter 1995 net income was $1.0 million compared to $1.1
million in the first quarter of 1994 due to the factors discussed above.
FINANCIAL CONDITION AND LIQUIDITY
- - ---------------------------------
Working capital was approximately $36.5 million at March 31, 1995, an increase
of $610,000 over the $35.9 million at December 31, 1994. The increase was
mainly due to a $1.6 million increase in cash, a $1.6 million increase in
inventory, a $935,000 increase in prepaid expenses, and a $732,000 decrease in
accounts payable. The increase in cash is detailed in the consolidated
statements of cash flows. The increase in inventory was mainly due to an
increase in work-in-process as a Mill unit originally scheduled to be shipped in
the first quarter of 1995 slipped into the second quarter. The increase in
prepaid expenses was due to an increase in prepaid Pipeline costs related to
work-in-process expected to be completed in the second quarter of 1995. The
decrease in accounts payable was due mainly to a decline in U.S. trade payables.
These increases in working capital accounts were significantly offset by a $4.8
million decline in accounts receivable as revenue for the first quarter of 1995
was 16% less than the fourth quarter of 1994.
Current and long-term debt was $129.4 million at March 31, 1995, a decrease of
$980,000 from December 31, 1994. The $980,000 decrease was mainly due to
payments on the Company's senior debt and payments on the debt related to the
Company's Aberdeen facility. The Company's outstanding debt at March 31, 1995
consisted of $75 million of 10.75% Senior Subordinated Notes due 2003, $21.5
million of term loans due under the Company's Senior Credit Agreement, $20.0
million due under the Company's $35 million revolving credit facility, $6.1
million of notes payable related to the construction of the Aberdeen, Scotland
coating and inspection facility, $2.5 million of notes payable related to the
acquisition of Sound Optical Systems, Inc., $2.0 million of industrial revenue
bonds, and $2.3 million of other outstanding debt.
The Company made capital expenditures of $2.1 million for the first three months
of 1995, compared to $902,000 in the first three months of 1994. The Company's
planned 1995 capital spending is expected to approximate $7 million.
OTHER. The credit agreement and indenture contain various covenants that limit
the ability of the Company, TVI, and certain subsidiaries to, among other
things, pay dividends, purchase capital stock, incur additional indebtedness,
dispose of assets and transact with affiliates. TVI is also required to
maintain, on a consolidated basis, certain minimum financial ratios, as set
forth in the agreements. In addition to the covenants and financial ratios
mentioned above, the credit agreement contains certain events of default.
Management believes it is in compliance with all covenants in the credit
agreement and indenture.
8
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PART II - OTHER INFORMATION
Item 6. Exhibits and reports of Form 8-K
(a) Exhibits -- Reference is hereby made to the Exhibit Index
commencing on page 11.
(b) No reports on Form 8-K were filed during the quarter ended
March 31, 1995.
9
<PAGE>
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 thereunto duly authorized.
TUBOSCOPE VETCO
INTERNATIONAL CORPORATION
-------------------------
(Registrant)
Date: May 12, 1995 /s/ Ronald L. Koons
----------------------- -------------------------------------
Ronald L. Koons
Executive Vice President,
Chief Financial Officer and Treasurer
(Duly Authorized Officer,
Principal Financial and
Accounting Officer)
10
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- - ------------ ------------------------------------------------------------------- -----------
<C> <S> <C>
3(a) Restated Certificate of Incorporation, dated March 12, 1990. (Note 7)
3(b) Amended and Restated Bylaws. (Note 2)
3(c) Certificate of Designation of Series A Convertible Preferred (Note 3)
Stock, dated October 22, 1991.
3(d) Certificate of Amendment to Restated Certificate of Incorporation (Note 10)
dated May 12, 1992.
3(e) Certificate of Amendment to Restated Certificate of Incorporation (Note 11)
dated May 10, 1994.
4(a) Stockholders' Agreement, dated May 13, 1988, between the (Note 1)
Company, Brentwood, Hub, the Management Investors, the Other
Investors, and the Institutional Investors, including the Common
Stock Registration Rights Agreement attached thereto as Exhibit A.
4(b) Purchase Agreement, dated May 13, 1988, between the Company, (Note 1)
Tuboscope Acquisition Corporation and the purchasers named on
the execution pages thereto.
4(c) Indenture (including the form of Note), dated as of April 1, 1993, (Note 4)
among Tuboscope Vetco International Inc., the Company and
Norwest Bank Minnesota, National Association, as Trustee,
regarding the 10 3/4% Senior Subordinated Notes due 2003 of
Tuboscope Vetco International Inc.
4(e) Various documentation relating to $1,000,000 Alaska Industrial
Revenue Bond financing. (Not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. The Company hereby agrees to
furnish copies of relevant documentation to the Securities and
Exchange Commission upon request).
4(f) Various documentation relating to $1,000,000 Wyoming Industrial
Revenue Bond financing. (Not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. The Company hereby agrees to
furnish copies of relevant documentation to the Securities and
Exchange Commission upon request).
4(g) Plan of Recapitalization. (Note 2)
4(h) Various promissory notes in the aggregate principal amount of
$4,000,000 relating to the acquisition of Sound Optics Systems,
Inc., dba South Optical Systems, Inc. (Not filed herewith pursuant
to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby
agrees to furnish copies of the relevant documentation to the
Securities and Exchange Commission upon request).
4(i) Purchase Agreement, dated as of September 30, 1991, between the (Note 3)
Company and BHI Hughes Incorporated relating to Vetco Services
Acquisition.
</TABLE>
11
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- - ----------- ----------------------------------------------------------------- --------
<C> <S> <C>
4(j) Secured Credit Agreement, dated June 30, 1994, between (Note 9)
Tuboscope Vetco International Inc., CTI Inspection Services Inc.,
Tuboscope Vetco Capital Corp, Tuboscope Vetco International
Corporation and ABN AMRO Bank, N.V., as Agent.
10(a) Form of Employment Agreement, dated May 13, 1988, between (Note 1)
Tuboscope Inc., the Company and William V. Larkin and
E. Wayne Overman.
10(b) Savings Investment Plan, dated May 13, 1988, as amended by (Note 1)
First Amendment to Savings Investment Plan.
10(c) Second, Third and Fourth Amendments to Savings Investment Plan. (Note 4)
10(d) Fifth, Sixth and Seventh Amendments to Savings Investment Plan. (Note 8)
10(e) Lease Agreement, dated July 1, 1981, between C.M. Thibodaux (Note 1)
Company, Ltd. and AMF Tuboscope, Inc.
10(f) Lease Agreement between Sam J. Siracusa, John Siracusa, Jr., (Note 1)
Elizabeth Ann Siracusa, Louis Anthony Siracusa, Philomena
Siracusa Archer, Catherine Agnes Siracusa, Maria Josette Siracusa,
Julie Ann Siracusa, the Succession of Joseph C. Siracusa and AMF
Tuboscope, Inc., as amended by letter agreement among the same
parties, dated June 14, 1989.
10(g) Agreement to Purchase, Sell and Sublease, dated June 9, 1980, (Note 1)
between Alaska International Construction, Inc. and AMF
Tuboscope, Inc., as amended by letter agreement, dated June 12,
1980 between the same parties.
10(h) Lease Agreement, dated June 10, 1977, between Batinorest and (Note 1)
A.M.F. France.
10(i) Supplementary Agreement Fixed Rental Scheme, dated May 19, (Note 1)
1989, between Jurong Town Corporation and AMF Far East Pte. Ltd.
10(j) Lease, dated December 13, 1984, between Barclays Nominees (Note 1)
(KWS) Limited and AMF International Limited, as amended by
Transfer of Whole Agreement, dated November 20, 1987, between
AMF International Limited and Tuboscope Limited.
10(k) Description of Life Insurance Plan. (Note 1)
10(l) Amended and Restated Stock Option Plan for Key Employees of (Note 5)
Tuboscope Vetco International Corporation.
10(m) Form of Revised Incentive Stock Option Agreement. (Note 5)
10(n) Form of Revised Non-Qualified Stock Option Agreement. (Note 5)
10(o) Stock Option Plan for Non-Employee Directors of Tuboscope Vetco (Note 6)
International Corporation.
10(p) Amendment to Stock Option Plan for Non-Employee Directors of (Note 6)
Tuboscope Vetco International Corporation.
10(q) Form of Non-Qualified Stock Option Agreement. (Note 6)
</TABLE>
12
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
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<C> <S> <C>
10(r) Employee Qualified Stock Purchase Plan. (Note 8)
10(s) Purchase Agreement, dated as of July 20, 1990, by and among Oil (Note 7)
and Gas Manufacturing Company, Inc., F.T. Glascock, Thomas C.
Glascock, J. David Glascock, Hutchison-Hayes International, Inc.,
John F. Joplin, William F. Joplin, Sound Optics Systems, Inc. dba
Sound Optical Systems, Inc. and Tuboscope Inc.
10(t) Form of Employment Agreement, dated July 23, 1990, between (Note 7)
Tuboscope Inc. and Thomas Glascock and William Glascock.
10(u) Purchase Agreement, dated as of September 30, 1991, between the (Note 3)
Company and BHI relating to the Vetco Services Acquisition.
10(v) Amended and Restated Employment Agreement dated June 23, (Note 8)
1993, between the Company, Tuboscope Vetco International Inc.,
and Martin R. Reid.
10(w) Technology Transfer Agreement, dated as of October 29, 1991, (Note 3)
between Tuboscope Inc. and BHI.
10(x) Sublease, dated December 1, 1987, between McDermott (Note 3)
Incorporated and AMF Tuboscope, Inc. as amended by letter
agreement, dated November 10, 1989, between Tuboscope Inc. and
McDermott Incorporated.
10(y) Letter agreement, dated March 5, 1990 amending the Agreement to (Note 3)
Purchase, Sell and Sublease dated June 9, 1980 between AMF
Tuboscope Inc. and Alaska International Construction, Inc. as
amended June 12, 1980.
10(z) Employment Agreement, between Vetco Inspection GmbH an (Note 3)
Gerhard A. Hage.
10(aa) Lease Agreement with respect to Celle, Germany facility. (Note 3)
10(bb) Building Agreement for Land at Jurong, dated May 5, 1983, (Note 3)
between Jurong Town Corporation and Vetco International, Inc.
10(cc) Lease Agreement, dated January 1, 1988, between Mohamed (Note 3)
Alhajri Est. and Vetco Saudi Company.
10(dd) Lease Agreement, dated November 26, 1989, between (Note 3)
Mohammed F. Al-Hajri Est. and Vetco Saudi Arabia Ltd.
10(ee) Lease between J.G.B. Properties Limited and Vetco Inspection (Note 3)
GmbH.
10(ff) Eighth and Ninth Amendment to Savings Investment Plan. (Note 9)
27 Financial Data Exhibit 27
</TABLE>
13
<PAGE>
Note 1 Previously filed by the Registrant in Registration No. 33-31102 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 2 Previously filed by the Registrant in Registration No. 33-33248 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 3 Previously filed by the Registrant in File No. 33-43525 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 4 Previously filed by the Registrant in Registration No. 33-56182 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 5 Previously filed by the Registrant in Registration No. 33-72150 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 6 Previously filed by the Registrant in Registration No. 33-72072 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 7 Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990 and incorporated by reference
herein pursuant to Rule 12b-32 of the Exchange Act.
Note 8 Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 and incorporated by reference
herein pursuant to Rule 12b-32 of the Exchange Act.
Note 9 Previously filed in the Quarterly Report on Form 10Q for the quarter
ended June 30, 1994 and incorporated by reference herein pursuant to
Rule 12b-32 of the Exchange Act.
Note 10 Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 and incorporated by reference
herein pursuant to Rule 12b-32 of the Exchange Act.
Note 11 Previously filed in the Company's Proxy Statement for the 1994 Annual
Meeting of Stockholders and incorporated by reference herein pursuant
to Rule 12b-32 of the Exchange Act.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE EXTRACTED FROM FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 10,176
<SECURITIES> 0
<RECEIVABLES> 47,884
<ALLOWANCES> 1,655
<INVENTORY> 14,074
<CURRENT-ASSETS> 80,378
<PP&E> 197,412
<DEPRECIATION> 47,136
<TOTAL-ASSETS> 316,034
<CURRENT-LIABILITIES> 43,842
<BONDS> 122,935
<COMMON> 10,175
0
185
<OTHER-SE> 114,337
<TOTAL-LIABILITY-AND-EQUITY> 316,034
<SALES> 1,245
<TOTAL-REVENUES> 43,686
<CGS> 788
<TOTAL-COSTS> 32,602
<OTHER-EXPENSES> 321
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,312
<INCOME-PRETAX> 1,737
<INCOME-TAX> 695
<INCOME-CONTINUING> 1,042
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,042
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
