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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
TUBOSCOPE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-18312 76-0252850
(STATE OR OTHER (COMMISSION FILE NO.) (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
2835 HOLMES ROAD, HOUSTON, TEXAS 77051
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 799-5100
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS)
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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 aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 19, 1998, was $929,068,035 based on the closing
sales price of such stock on such date.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The number of shares outstanding of the registrant's common stock, as of
February 19, 1998 was 44,241,335.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for its 1998 Annual Meeting are
incorporated by this reference into Part II and Part III, respectively, as set
forth herein.
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Item 6 of Part II of Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of Tuboscope Inc. is amended in its entirety as follows:
ITEM 6. SELECTED FINANCIAL DATA
The information below is presented in order to highlight significant trends
in the Company's results from operations and financial condition. See Note 3 of
the Notes to the Consolidated Financial Statements regarding the 1997 and 1996
acquisitions.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue.................. $525,231 $341,431 $190,015 $192,175 $183,340
Cost of sales............ 362,251 243,854 138,367 140,462 137,188
Gross profit............. 162,980 97,577 51,648 51,713 46,152
Selling, general and
administrative expense.. 51,475 35,662 20,732 21,511 26,773
Research and engineering
costs................... 10,580 6,595 3,456 3,154 3,678
Write-off of assets and
restructure costs....... -- 76,601 -- -- 13,256
-------- -------- -------- -------- --------
Operating profit (loss).. 100,925 (21,281)(1) 27,460 27,048 2,445(1)
Interest expense......... 14,456 13,414 12,328 12,190 10,595
Other (income) expense,
net..................... 1,520 293 (73) 569 2,657
-------- -------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary loss...... 84,949 (34,988) 15,205 14,289 (10,807)
Provision (benefit) for
income taxes............ 31,845 8,238 6,386 6,001 (2,445)
Income (loss) before
extraordinary loss...... 53,104 (43,226) 8,819 8,288 (8,362)
Extraordinary loss, net
of income tax........... -- (6,373) -- (764) (4,497)
-------- -------- -------- -------- --------
Net income (loss)........ 53,104 (49,599) 8,819 7,524 (12,859)
Dividends applicable to
redeemable preferred
stock................... -- -- 700 700 700
-------- -------- -------- -------- --------
Net income (loss)
applicable to common
stock................... $ 53,104 $(49,599) $ 8,119 $ 6,824 $(13,559)
======== ======== ======== ======== ========
Earnings (loss) per
common share............ $ 1.22 $ (1.35) $ .44 $ .37 $ (.74)
======== ======== ======== ======== ========
Earnings (loss) per
common share assuming
dilution................ $ 1.14 $ (1.35) $ .44 $ .37 $ (.74)
======== ======== ======== ======== ========
OTHER DATA:
EBITDA(2)................ $125,515 $ 72,633 $ 42,570 $ 40,859 $ 27,262
Ratio of EBITDA to
interest expense(3)..... 8.7x 5.4x 3.5x 3.4x 2.6x
Ratio of earnings to
fixed charges(4)........ 6.8x 3.9x 2.2x 2.1x 1.2x
Depreciation and
amortization............ $ 26,110 $ 17,606 $ 15,037 $ 14,380 $ 14,218
Capital expenditures..... $ 35,190 $ 18,681 $ 7,645 $ 7,549 $ 14,640
BALANCE SHEET DATA (END
OF PERIOD):
Working capital.......... $ 81,294 $ 74,393 $ 44,623 $ 35,926 $ 5,279
Total assets............. 686,167 505,165 306,679 317,027 310,108
Total debt............... 218,377 184,743 111,617 123,851 101,489
Preferred stock.......... -- -- 10,175 10,175 10,175
Common stockholders'
equity.................. 300,033 218,902 121,441 113,424 105,256
</TABLE>
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(1) The 1996 operating loss includes $63.1 million of charges for the write-off
of certain assets, $11.3 million of Drexel transaction costs, and $2.2
million of charges for the write-off of Italian operations. Excluding these
costs, operating profit in 1996 was $55.3 million. The 1993 operating
profit includes restructuring charges of $13.3 million. Excluding these
costs, operating profit in 1993 was $15.7 million.
(2) "EBITDA" means earnings before interest, taxes, depreciation, amortization,
restructuring charges, write-off of long-lived assets, Drexel transaction
costs, write-off of Italian operations and extraordinary items and should
not be considered as an alternative to net income or any other generally
accepted accounting principles measure of performance as an indicator of
the Company's operating performance or as a measure of liquidity. The
Company believes EBITDA is a widely accepted financial indicator of a
company's ability to service debt.
(3) Ratio of EBITDA to interest expense represents an industry ratio that
provides an investor with information as to the Company's current ability
to meet its interest costs.
(4) For the purpose of this calculation, "earnings" consist of net income
(loss) before income taxes, write-off of long-lived assets, Drexel
transaction costs, write-off of Italian operations, restructuring charges,
extraordinary items, and fixed charges. "Fixed charges" consist of interest
expense and amortization of debt discount and related expenses believed by
management to be representative of the interest factor thereon. Earnings
were insufficient to cover fixed charges by $35.0 million in 1996 if the
write-off of long-lived assets, Drexel transaction costs, and the write-off
of Italian operations is included in earnings. Earnings were insufficient
to cover fixed charges by $10.8 million in 1993 if restructuring charges
are included in 1993 earnings.
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 INC.
Dated: February 19, 1998 /s/ L. E. Simmons
By:__________________________________
L. E. Simmons
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ L. E. Simmons Chairman of the February 19, 1998
- ----------------------------------- Board
L. E. Simmons
/s/ John F. Lauletta Director, President February 19, 1998
- ----------------------------------- and Chief Executive
John F. Lauletta Officer (Principal
Executive Officer)
/s/ Joseph C. Winkler Executive Vice February 19, 1998
- ----------------------------------- President, Chief
Joseph C. Winkler Financial Officer and
Treasurer (Principal
Financial and
Accounting Officer)
/s/ Martin I. Greenberg Vice President, February 19, 1998
- ----------------------------------- Controller,
Martin I. Greenberg Assistant Treasurer
and Assistant
Secretary
/s/ Jerome R. Baier Director February 19, 1998
- -----------------------------------
Jerome R. Baier
/s/ Eric L. Mattson Director February 19, 1998
- -----------------------------------
Eric L. Mattson
/s/ Douglas E. Swanson Director February 19, 1998
- -----------------------------------
Douglas E. Swanson
3
