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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(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 JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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 5, 1998, was $1,003,634,538 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 5, 1998 was 44,237,335.
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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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PART I
ITEM 1. BUSINESS
GENERAL
Tuboscope Inc. (the "Company") is a supplier of technical services and
highly-engineered products to the oil and gas drilling, completion,
production, and transmission industries worldwide.
The Company operates through four main product lines in the oil and gas
industry segment. The product lines are: (i) Tubular Services; (ii) Solids
Control Products & Services; (iii) Coiled Tubing & Pressure Control Products;
and (iv) Pipeline & Other Industrial Services. Tubular Services consists of
the provision of internal coating products and services, inspection and
quality assurance services for tubular goods (such as drill pipe, tubing, line
pipe, and casing), and fiberglass tubulars (tubing, casing, and line pipe),
used primarily in oil and gas operations. Additionally, Tubular Services
includes the sale and leasing of proprietary equipment used to inspect tubular
products at steel mills. Solids Control Products & Services consists of the
sale and rental of technical equipment used in, and the provision of services
related to, the separation of drill cuttings (solids) from fluids used in oil
and gas drilling processes. Coiled Tubing & Pressure Control Products consists
of the sale of highly-engineered coiled tubing, pressure control, pressure
pumping, wireline, and related tools to companies engaged in providing oil and
gas well drilling, completion and remediation services. Pipeline & Other
Industrial Services consists primarily of the provision of technical
inspection services and quality assurance for in-service pipelines used to
transport oil and gas. Additionally, this product line includes a wide variety
of technical industrial inspection, monitoring, and quality assurance services
provided by the Company for the construction, operation, and maintenance of
major projects in energy-related industries.
The Company is a successor to one of the first companies to provide tubular
inspection services to the oil and gas industry, which commenced operations in
1937. The Company has since grown through a series of mergers and acquisitions
which have added product lines. The Company entered the Solids Control
Products & Services and the Coiled Tubing & Pressure Control Products
businesses on April 24, 1996, when it merged (the "Drexel Merger") with
D.O.S., Ltd. ("Drexel"), the largest provider of solids control services and
coiled tubing equipment worldwide.
TUBULAR SERVICES
Tubular Services is the Company's largest business line. It generated
approximately 43%, 51%, and 81% of the Company's revenue for the years ended
December 31, 1997, 1996 and 1995, respectively. The Tubular Services business
generated approximately $225 million in revenue for the year ended December
31, 1997. The Company's Tubular Services operates in the oilfield tubular
markets of 54 countries, in North America, Latin America, Europe, Africa, the
Middle East, and the Far East. The Company provides tubular inspection
services at drilling and workover rig locations, at pipe yards owned by its
customers, at steel mills manufacturing tubular goods, and at facilities which
it owns. The Company provides for the internal coating of tubular goods at ten
plants worldwide and through licensees in certain locations. The Company
entered the fiberglass tubular market on March 7, 1997, with its acquisition
of Fiber Glass Systems, Inc. ("Fiber Glass Systems"), which manufactures
fiberglass tubulars at plants in San Antonio, Texas and Big Spring, Texas.
Demand for Tubular Services products depends upon the activity level of
drilling, well remediation, and flowline installation operation activity in
the oil and gas industry. The Company's customers rely on tubular inspection
services to avoid failure of in-service tubing, casing, flowlines, and
drillpipe. Such tubular failures are expensive and in some cases catastrophic.
The Company's customers rely on internal coatings of tubular goods to prolong
the useful lives of tubulars and to increase the volumetric throughput of in-
service tubular goods. The Company's customers sometimes use their fiber glass
tubulars in lieu of conventional steel tubulars, due to the corrosion
resistant properties of fiber glass. Tubular inspection and coating services,
and fiberglass tubulars, are used most frequently in operations in high-
temperature, deep, corrosive oil and gas environments. In selecting a provider
of tubular inspection and tubular coating services, oil and gas operators
consider such factors as
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reputation, experience, technology of products offered, reliability and price.
The Company believes it is the largest provider of tubular inspection and the
largest provider of internal tubular coating services worldwide. The Company
believes it is the second largest provider of fiberglass tubulars to oilfield
applications worldwide.
Tubular Corrosion Control. The Company develops, manufactures and applies
its proprietary tubular coatings, known as Tube-Kote(R) coatings, to new and
used tubulars. Tubular coatings help prevent corrosion of tubulars by
providing a tough plastic shield to isolate steel from corrosive oilfield
fluids such as CO2, H2S and brine. Delaying or preventing corrosion extends
the life of existing tubulars, reduces the frequency of well remediation and
reduces expensive interruptions in service and production for oil and gas
producers. In addition, coatings are designed to increase the fluid flow
through tubulars by decreasing or eliminating paraffin and scale buildup,
which can reduce or block oil flow in producing wells. The smooth inner
surfaces of coated tubulars often increase the fluid through-put on certain
high-rate oil and gas wells.
The Company has a long history of introducing new coating products custom-
engineered to address increasingly corrosive environments encountered in oil
and gas drilling and production operations. The Company's reputation for
supplying quality internal coatings is an important factor in its business,
since the failure of coatings can lead to expensive production delays and
premature tubular failure.
On March 7, 1997, the Company acquired Fiber Glass Systems, a leading
provider of high pressure fiberglass tubulars used in oilfield applications,
for a combination of stock and cash. Fiber Glass Systems has manufactured
fiberglass pipe since 1968 under the name "Star(R)," and was the first
manufacturer of high-pressure fiberglass pipe to be licensed by the API in
1992. Like coated tubulars, fiberglass pipe is used to guard against corrosive
fluids produced in the oilfield. The acquisition added a new product to the
Company's corrosion control products.
Tubular Inspection. Newly manufactured pipe sometimes contains serious
defects that are not detected by the mill. In addition, pipe can be damaged in
transit and during handling prior to use at the well site. As a result,
exploration and production companies often have new tubulars inspected before
they are placed in service to reduce the risk of tubular failures during
drilling and completion of oil and gas wells. Used tubulars are inspected by
the Company to detect service-induced flaws after the tubulars are removed
from operation. Used drill pipe and used tubing inspection programs allow
operators to replace defective lengths, thereby prolonging the life of the
remaining pipe and saving the customer the cost of unnecessary tubular
replacements and expenses related to tubular failures.
The Company's tubular inspection services employ all major non-destructive
inspection techniques, including electromagnetic, ultrasonic, magnetic flux
leakage and gamma ray. These inspection services are provided both by mobile
units which work at the wellhead as used tubing is removed from a well, and at
fixed site tubular inspection locations. The Company provides an ultrasonic
inspection service for detecting potential fatigue cracks in the end area of
used drill pipe, the portion of the pipe that traditionally has been the most
difficult to inspect. Tubular inspection facilities also offer a wide range of
related services, such as API thread inspection and ring and plug gauging, and
a complete line of reclamation services necessary to return tubulars to useful
service, including tubular cleaning and straightening, hydrostatic testing and
re-threading.
In July 1997, Tuboscope began offering hydrostatic testing of tubular
connections when it acquired substantially all of the operating assets of
Gator Hawk, Inc. ("Gator Hawk"). The Company offers a proprietary external
measurement, the Iso-Gator(R) service at the rig site as strings of tubulars
are assembled on critical or high-pressure wells.
In August 1997, the Company improved its market position in Canada by
acquiring Cut-Rite Tubular Services, Ltd., a provider of tubular inspection,
repair and cleaning services. Also, in September 1997, the Company
strengthened its market position in Norway by acquiring the tubular inspection
division of Pro Serv AS, a provider of tubular inspection services.
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In addition to its new and used tubular inspection and reclamation services,
the Company also offers a comprehensive proprietary tubular inventory
management system (TDS(TM)) which permits the real-time tracking of customer's
tubular inventories within the Company's facilities. The system permits
customers to dial-in to monitor tubular inspection and coating progress.
In 1996, the Company installed its first proprietary high-speed full body
ultrasonic tubular inspection unit (TruScope(R)). The new service provides
100% ultrasonic coverage of tubulars at a rate of up to 200 feet per minute.
The first commercial TruScope unit was installed in 1997.
Mill Systems and Sales. The Company engineers and fabricates inspection
equipment for steel mills, which it sells and leases. The equipment is
operated by the steel mills and is used for quality control purposes to detect
transverse, longitudinal and three-dimensional defects in the pipe during the
high-speed manufacturing process. Each piece of mill inspection equipment is
designed to customer specifications and is installed and serviced by the
Company. Since 1962, the Company has installed more than 80 units worldwide,
in most major steel mills. Equipment is manufactured at the Company's Houston,
Texas facility. In 1996, the Company moved its NDT division manufacturing
facilities from Midland, Texas to Houston to improve overall manufacturing
efficiency and reduce the cost of manufacturing products. Revenue for Mill
Systems and Sales fluctuates significantly from year to year due to the timing
of negotiating large domestic and export sales contracts, arranging financing
and manufacturing equipment.
The Company's Tubular Services customers include almost all major oil and
gas companies, large and small independent producers, national oil companies,
drilling contractors, oilfield supply stores, and steel mills. No single
customer accounted for more than 10% of the Company's revenue in 1997. The
Company's competitors in Tubular Services include ICO Inc., Ameron, A.O.
Smith, Shaw Industries, and Shield Coat Inc. In addition the Company competes
with a number of smaller regional competitors in tubular inspection. Certain
foreign jurisdictions and government-owned petroleum companies located in some
of the countries in which the Company operates have adopted policies or
regulations which may give local nationals in these countries certain
competitive advantages. In tubular coating certain substitutes such as non-
metallic tubulars, inhibitors, corrosion resistant alloys, cathodic protection
systems, and non-metallic liners systems also compete with the Company's
products.
SOLIDS CONTROL PRODUCTS & SERVICES
The Company generated approximately 30% of its revenue for the year ended
December 31, 1997 from Solids Control Products & Services. The Solids Control
Products & Services business generated approximately $155 million in revenue
for the year ended December 31, 1997. The Company's Solids Control Products &
Services business serves oilfield drilling markets in North America, Latin
America, Europe, Africa, the Middle East and the Far East.
Solids control is the application of highly-engineered products and services
to extract drill cuttings from fluids used in oil and gas drilling operations.
The removal of drill cuttings is required to permit the reuse of expensive
drilling fluids. By removing rock cuttings and other solid contaminants from
the fluids used in drilling operations, solids control equipment reduces the
volume of drilling fluids and solids which must be disposed of subsequent to
drilling operations (which minimizes the environmental impact of the drilling
operation and reduces post-drilling reclamation costs). Efficient separation
of rock cuttings also reduces the volume of drilling fluids consumed by the
operation, further reducing drilling costs. Effective solids control also
reduces the probability of sticking and losing expensive downhole drilling
equipment in the wellbore and the resulting need to redrill the well. Solids
control technology improves the efficiency of the drilling process by
preventing the recirculation and subsequent recutting of solids at the drill
bit and by reducing wear on mechanical components such as mud pumps and mud
motors.
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The Company believes the regulatory and industry trend towards minimizing
the environmental impact of drilling operations in a number of environmentally
sensitive oil and gas productive regions will lead to higher demand for highly
engineered solids control products and closed loop drilling systems. The
Company further believes the trend towards more technically complex drilling,
including highly deviated directional wells and slim-hole completions, will
favorably impact the demand for solid controls technology because of its
ability to reduce costly downhole problems.
The Company believes it is the world's leading manufacturer and provider of
solids control equipment and services to the oil and natural gas drilling
industry. The Company manufactures conventional and linear motion shale
shakers, high speed and conventional centrifuges, desanders, desilters,
screens, degassers and closed loop drilling fluids systems at its facilities
in Conroe, Texas and Dundee, United Kingdom. The Company markets solids
control equipment under the Brandt(R) and various other brand names. For the
year ended December 31, 1997, approximately 44% of the Company's solids
control equipment revenue was generated from the sale of solids control
equipment and inventory, and approximately 56% of such revenue was generated
from rentals and services.
The Company's customers for Solids Control Products & Services include
almost all major oil and gas companies, large and small independent producers,
national oil companies, and drilling contractors. No single customer accounted
for more than 10% of the Company's revenue in 1997. Competitors in oilfield
solids control equipment and services include Smith International ("SWACO"),
Derrick Manufacturing Corp. and a number of regional competitors. The Company
acquired six regional competitors in solids control in 1997 in order to
enhance its manufacturing and refurbishing capacity, achieve consolidation
savings, strengthen its presence in Canada and expand its product lines. The
Company's solids control equipment is sold or rented in highly competitive
markets. Management believes that on-site service is becoming an increasingly
important competitive element in the solids control equipment market.
Management believes that, in addition to on-site services, the principal
competitive factors affecting its solids control equipment business are
performance, quality, reputation, customer service, product availability,
breadth of product line and price. Management believes market conditions are
generally improving in solids control due to strong demand by oil and gas
drillers to reduce overall drilling costs and minimize environmental impact,
and rising levels of technology required to serve the market.
COILED TUBING & PRESSURE CONTROL PRODUCTS
The Company believes it is the world's leading designer and manufacturer of
coiled tubing equipment and coiled tubing pressure control equipment used in
oil and gas well remediation, completion and drilling operations. This product
line generated approximately 16% of the Company's revenue for the year ended
December 31, 1997. The Coiled Tubing & Pressure Control Products segment
generated approximately $83 million in revenue for the year ended December 31,
1997. The Company's Coiled Tubing & Pressure Control Products line sells
capital equipment and consumables to all the major oilfield coiled tubing
remediation and drilling service providers.
Coiled tubing consists of flexible steel tubing manufactured in a continuous
string and wrapped on a spool. It can extend several thousand feet in length
and is run in and out of the well bore at a high rate of speed by a
hydraulically operated coiled tubing unit. A coiled tubing unit is typically
mounted on a truck or skid and consists of a hydraulically operated tubing
reel or drum, an injector head which pushes or pulls the tubing in or out of
the well bore, and various power and control systems. Coiled tubing is
typically used with sophisticated pressure control equipment which permits the
operator to continue to safely produce the well. The Company manufactures and
sells both coiled tubing units and the ancillary pressure control equipment
used in these operations.
Coiled tubing provides a number of significant functional advantages over
the principal alternatives of conventional drillpipe and workover pipe. Coiled
tubing allows faster "tripping" since the coiled tubing can be reeled very
quickly on and off a drum and in and out of a well bore. In addition, the
small size of the coiled
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tubing unit compared to an average workover rig reduces preparation time at
the well site. Coiled tubing permits a variety of workover and other
operations to be performed without having to pull the existing production
tubing from the well and allows ease of operation in horizontal/highly
deviated wells. Thus, operations using coiled tubing can be performed much
more quickly and, in many instances, at a significantly lower cost. Finally,
use of coiled tubing generally allows continuous production of the well,
eliminating the need to temporarily stop the flow of hydrocarbons. As a
result, the economics of a workover are improved because the well can continue
to produce hydrocarbons and thus produce revenues while the well treatments
are occurring. Continuous production also reduces the risk of formation damage
which can occur when the well is "shut in."
Currently, most coiled tubing units are used in well remediation and
completion applications. The Company believes that advances in the
manufacturing process of coiled tubing, tubing fatigue protection and the
capability to manufacture larger diameter coiled tubing strings have resulted
in increased uses and applications for coiled tubing products. For example,
well operators are increasingly finding uses for coiled tubing in drilling
applications such as slim hole reentries of existing wells. The Company
engineered and manufactured the first three coiled tubing units built
specifically for coiled tubing drilling in 1996, and delivered two more in
1997.
There are certain limitations to the use of coiled tubing. Coiled tubing
generally is made of high strength, alloy steel which wears down or fatigues
over time as a result of internal pressure, acidic operating environments and
normal bending cycles. Thus, operators must carefully monitor the use of the
tubing. In addition, coiled tubing will buckle if the weight the coiled tubing
is pushing becomes too great or if the tube becomes inhibited by some obstacle
or irregularity in the well bore. Buckling has not proven to be a significant
obstacle in most well remediation applications, and the Company believes it
will become less of an issue as the result of the availability of stronger and
larger diameter coiled tubing.
Generally, the Company supplies customers with the equipment and components
necessary to use coiled tubing, which the customers typically purchase
separately. The Company's coiled tubing product line consists of coiled tubing
units, coiled tubing injector heads, coiled tubing and wireline pressure
control equipment, pressure pumper equipment, snubbing units, nitrogen pumping
equipment and cementing, stimulation, and blending equipment. The Company
markets its coiled tubing equipment under the Hydra Rig(R) brand name
primarily to providers of coiled tubing drilling and workover services. The
Company's primary coiled tubing unit production facilities are located at its
Hydra Rig facility in Fort Worth, Texas. In addition, the Company markets
coiled tubing pressure control equipment under the Texas Oil Tools(R) brand
name and manufactures such equipment at its facility in Conroe, Texas and to a
lesser extent at the Dundee facility in the United Kingdom. Through its
September 1996 acquisitions of SSR (International) Ltd. and Pressure Control
Engineering Ltd., the Company entered the wireline unit manufacturing
business, and greatly expanded its offering of downhole coiled tubing tools.
Many coiled tubing customers also purchase and operate wireline units.
Additionally, the Company began offering cementing equipment and fabricating
nitrogen pumping units in Tulsa, Oklahoma, in December 1997, when it acquired
Tulsa Equipment Manufacturing Company.
The Company's coiled tubing product offering includes a wide variety of
sophisticated downhole tools engineered to enable oil and gas producers to re-
enter complex multilateral wells, to install coiled tubing velocity strings,
to bypass electrical submersible pumps, and to perform a variety of other
remediation and completion activities utilizing coiled tubing. One such
product, the MLR(TM) system, was awarded a Meritorious Award for Engineering
Innovation at the 1996 Offshore Technology Conference in Houston, Texas.
Management believes that high-productivity multilateral drilling will continue
to grow.
The Company's customers for Coiled Tubing & Pressure Control Products
include almost all major oil and gas coiled tubing service companies, as well
as major oil companies and large independents. No single customer accounted
for more than 10% of the Company's revenue in 1997. Competitors in Coiled
Tubing & Pressure Control Products include Stewart & Stevenson, National
Oilwell, Elmar, Eastern Oil Tools, and a few smaller competitors. Management
believes market conditions are generally improving in the coiled tubing
equipment market due to growing widespread acceptance of the technology, and
growth in the number of oilfield applications such as coiled tubing drilling.
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PIPELINE & OTHER INDUSTRIAL SERVICES
Pipeline & Other Industrial Services generated approximately 11%, 12%, and
19%, of the Company's revenue for the years ended December 31, 1997, 1996 and
1995, respectively. Pipeline & Other Industrial Services generated
approximately $61 million in revenue for the year ended December 31, 1997. The
Company's Pipeline & Other Industrial Services provides a wide variety of
industrial inspection services, including in-place inspection services of oil
and gas transmission pipelines, and technical industrial inspection,
monitoring, and quality assurance services for the construction, operation,
and maintenance of major projects in energy-related industries.
Pipeline Services. In-place inspection services for oil and gas pipelines
identifies defects in the pipelines without removing or dismantling the
pipelines or disrupting the product flow, giving customers a convenient and
cost-effective method of identifying defects in pipelines. The Company
inspects pipelines by launching a sophisticated survey instrument into the
pipeline. Propelled by the product flow, the instrument uses electromagnetics
and digital and analog recording devices to monitor the severity and location
of internal and external pitting-type corrosion as well as defects in the
pipeline, providing a basis for evaluation and repair by the customer. Once
the test is complete, the survey instrument is returned to the Company,
refurbished and used for future pipeline inspections.
Management believes there are growth opportunities for the Company's
Pipeline Services due to the aging of the worldwide pipeline network and new
pipeline construction. U.S. regulatory inspection requirements and an
extensive pipeline infrastructure in Eastern Europe are additional industry
factors expected to contribute to the growth of the Company's Pipeline
Services. Additionally, management believes that the Linalog(R) Plus
technology and the Company's new digital TruRes(R) inspection technology will
provide growth opportunities. The Linalog(R) Plus service is a computer
enhanced method for presenting the inspection report produced by the Company's
traditional Linalog(R) technology. The TruRes(R) technology applies advanced
digital computer technology and other advancements within the body of the
inspection tool to provide greater measurement sampling density and pipe-body
coverage.
Industrial Inspection Services. The Company provides industrial inspection
and monitoring services for the construction, operation and maintenance of
major projects in energy-related industries. Inspection techniques include the
x-raying of pipeline girth welds and ultrasonic or eddy current inspection of
refinery equipment. Monitoring services include various quality assurance and
control and supervision services. Most of these services are provided during
fabrication, installation and maintenance of energy-related facilities. The
primary customers are power plants undergoing construction or maintenance,
chemical and petrochemical plants, pipeline construction companies and
pipeline owners.
The Company's Pipeline & Other Industrial Services customers include most
major pipeline operators, national oil and gas companies, and various nuclear
power plant operators. No customer accounted for more than 10 percent of
revenues for the Company in 1997. The Company's primary competitors include
Pipeline Integrity International, a subsidiary of British Gas Plc; Pipetronix
GmbH, a subsidiary of Preussag Ag; and H. Rosen Engineering GmbH, and BJ
Services. Management believes the major competitive factors for Pipeline
Services are reputation for quality service, reliability of obtaining a
successful survey on the first run, product technology, price, and technical
support of survey results interpretation.
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1997 ACQUISITIONS
In 1997, Tuboscope made the following acquisitions:
<TABLE>
<CAPTION>
DATE OF
ACQUIRED ENTITY PRODUCT LINE ACQUISITION
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<S> <C> <C>
Fiber Glass Systems, Inc. .............. Tubular Services March 1997
South-West Centrifuge Services, Inc. ........ Solids Control July 1997
Gator Hawk, Inc. ............................ Tubular Services July 1997
Chargewood Limited, Enaco Plc, and Pump
Systems Limited together with certain assets
owned by their shareholders................. Solids Control August 1997
Fisher Fluids Processing, Inc................ Solids Control August 1997
Cut-Rite Tubular Services, Ltd. ............. Tubular Services August 1997
Operating assets of Blackfire Oil Inc. ...... Solids Control September 1997
Pro Serv AS.................................. Tubular Services September 1997
Nu-Tec, Inc.'s Solids Control Division....... Solids Control December 1997
WMCO Instruments, Inc. and WMCO
Equipment, Inc. ............................ Solids Control December 1997
Tulsa Equipment Manufacturing Company, Inc. . Coiled Tubing and
Pressure Control Products December 1997
</TABLE>
SEASONAL NATURE OF THE COMPANY'S BUSINESS
Historically, the level of the Company's business has followed seasonal
trends, which are described below. However, the historical trends in Tubular
Services and Solids Control Products & Services can also be subject to
significant changes resulting from fluctuations in oil prices and changes in
rig count.
The Company's tubular inspection, tubular coating, and solids control
businesses in the United States tend to realize lower activity levels during
the first quarter of the calendar year due to the typical delay in the
approval of drilling budgets and weather restrictions. The Company's tubular
inspection, tubular coating, and solids control businesses in Canada typically
realize a strong first quarter of the calendar year as operators take
advantage of the winter freeze to help gain access to drilling and production
areas, and then declines during the second quarter of the calendar year due to
weather conditions which result in road bans that curtail drilling activity.
Tubular Services activity in both the United States and Canada typically
increases during the third quarter of the calendar year and then peaks in the
fourth quarter of the calendar year as operators authorize the spending of
remaining drilling and/or production capital budgets for the year. The
seasonal trend in North America is somewhat offset by the increased activity
level in Latin America during the first quarter of each year.
Pipeline inspection typically experiences reduced activity during the first
quarter of the calendar year. The high winter demand for gas and petroleum
products in the northern states and the consequent curtailment of
maintenance/inspection programs result in less opportunity to perform pipeline
inspection during this time. During the second quarter of the calendar year,
activity begins to increase and normally continues at relatively stable levels
through the end of the year as operators finish scheduled maintenance
programs. Mill systems sales and industrial inspection services have no
particular seasonal trend. The timing of mill equipment sales is not easily
predictable and, accordingly, revenue tends to fluctuate from quarter to
quarter.
In general, the Coiled Tubing and Pressure Control line has experienced
lower revenue in the fourth quarter due to major customers placing orders,
based on their budgeting process, in the fourth quarter for delivery during
the next three quarters. This process may change in the future as a major
customer has changed to a continuous budgeting process and will place orders
throughout the year. There can be no guarantees that this trend will continue
or that any other customer will change its ordering process.
The Company anticipates that these seasonal trends will continue; however,
there can be no guarantee that spending by the Company's customers will
continue or that other customers will remain the same as in prior years.
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MARKETING & DISTRIBUTION NETWORK
The Company's products are marketed through a sales organization and a
network of agents and distributors which spans 54 countries. The Company's
customers include major and independent oil and gas companies, national oil
companies, oilfield equipment and product distributors and manufacturers,
drilling and workover contractors, oilfield service companies, pipeline
operators, steel mills, and other industrial companies.
Certain tubular inspection and tubular coating products and service often
are incorporated as a part of a tubular package sold by tubular supply stores
to end users. The Company primarily has direct operations in the international
marketplace, but operates through agents in certain markets.
The Company's Solids Control customers are predominantly oil and natural gas
producers and rig operators. The Company operates sales and distribution
facilities at strategic locations worldwide to service areas with intensive
drilling activity. The Company's worldwide employee Solids Control sales
organization is complemented by service and engineering facilities which
provide specialty repair and maintenance services to existing customers.
The Company's Coiled Tubing & Pressure Control Products primarily are sold
directly to end users through a worldwide employee Coiled Tubing & Pressure
Control Products sales organization. The Company also has in place certain
exclusive alliances with major oilfield service companies to provide pressure
control equipment.
The Company's Pipeline Services customers are primarily major oil and gas
transmission companies and national oil companies in various countries around
the world. The Company sells its services worldwide through a network of sales
employees and agency agreements.
PATENTS, LICENSES AND TRADEMARKS
Management believes that the Company's strong market position in its major
businesses is enhanced by its leading technologies and reputation for
innovation and expertise. Through an internal development program and certain
acquisitions, the Company has assembled an extensive array of coiled tubing,
solids control, tubular coating, tubular inspection, mill systems, and
pipeline inspection technologies protected by a substantial number of trade
and service marks, patents, trade secrets, and other proprietary rights.
In 1996, the Company engineered, manufactured, and delivered the first three
coiled tubing units designed specifically to drill wells. In 1997 the Company
manufactured and delivered two more such coiled tubing units designed for
drilling. The Company continues to invest in technology to improve and expand
coiled tubing drilling, and holds a number of patents in both coiled tubing
drilling and conventional coiled tubing unit designs. Additionally, the
Company holds a number of patents related to the manufacture and design of
pressure control equipment. The Company has joint development agreements for
the proprietary SAFECONN(TM) connector system which permits the safe
deployment of long perforating guns into live wells. The Company, through its
Pressure Control Engineering subsidiary, also offers a wide array of coiled
tubing completion and fishing tools, including its patented multi-lateral
reentry (MLR(TM)) system, its StiffLine 2000(TM) coiled tubing velocity string
wellhead hanger system, its HAPPI(TM) coiled tubing hydraulic anchor push-pull
intensifier. The Company has a wide complement of patented blow out preventors
and ancillary equipment for coiled tubing.
The Company's Solids Control Products & Services engineers and assembles
linear motion shakers, combination linear motion/scalping shakers and various
centrifuge designs. Additionally, various styles of screens for use with
shakers are designed by the Company for specialized use in the separation of
drill cuttings from fluids used in oil and gas drilling operations. The
Company has various patents related to its screens and shale shakers in both
the U.S. and international locations. During 1997, the Company acquired the
proprietary Gumbo Box(TM) and related Solids Control products of Nu-Tec, and
the proprietary Accu-Scan(TM) automated rig instrumentation service of WMCO.
The Gumbo Box(TM) removes certain sticky shales from drilling fluids, and the
Accu-Scan(TM) monitors drilling fluid levels, mud gas, and makes other
important measurements related to drilling operations.
The Company and its recent acquisition Vetco Pipeline Services pioneered the
pipeline inspection process with what is now known as "conventional pipeline"
inspection technology. The Company's copyrighted Linalog(R) technology plus
computer enhancement technique adds the ability to integrate computer analysis
into the conventional technology.
9
<PAGE>
The Company's Tru Res(R) technology employs a patented state of the art high
resolution inspection tool and next generation magnetic flux leakage
technology to provide enhanced defect characterization.
The Company's electromagnetic inspection system, known as Amalog(R) IV,
performs four separate inspections in one semi-automated process: the
Sonoscope(R) section detects transverse defects, which are flaws aligned
across the pipe; the Amalog(R) section detects flaws with longitudinal
dimensions; the Isolog(R) section detects variations in the thickness of the
wall of the pipe; and the grade verifier section compares each length with a
standard to determine whether all the pipe is of the same metallurgical grade.
In addition, the Company's PipeImage(TM) System for electromagnetic inspection
system uses small sensors, digital signal processing, computer interpretation
and three-dimensional image presentation to help identify flaws in mid-range
walled pipe which may be undetectable with conventional electromagnetic
inspection services.
The equipment and technology used in the Company's ultrasonic inspection
systems (U-Tron(R), SOS Ultrasonic Inspection Unit, Vetcoscan(R) and NDT(TM)
Eagle) is designed to inspect heavywall or non-magnetic tubing, casing and
line pipe for manufacturing defects, where the effectiveness of
electromagnetic inspection is limited. The Company's ultrasonic capabilities
were further enhanced with the introduction of its Endsonic(R) technology for
ultrasonic end area inspection in 1994, and its patented full body ultrasonic
inspection unit (Truscope(R)) which provides 100% ultrasonic coverage at a
rate of 200 feet per minute.
As part of the Vetco Services acquisition, the Company acquired the
interests of Baker Hughes Incorporated ("BHI") in substantially all of the
foreign and domestic trademarks and patents and other proprietary technology
used in the Vetco Services business (other than Vetcoscan(R)). These
technologies include Vetcolog(R), PipeImage(TM) and Vetcoscope(R)
electromagnetic inspection systems and the end area inspection system and all
of the liquid and powder coating technology. In addition, the Company obtained
certain rights to use the Vetcoscan(R) ultrasonic inspection technology
outside the United States. In connection with such acquisition, BHI's domestic
coating and inspection business retained the right to use such technology in
the United States. ICO, Inc. acquired the domestic inspection and coating
business of BHI in September 1992. In 1993 the Company introduced its
WellChek(R) technology which inspects pipe on the rig floor as it is "tripped"
from the well. High demand for the WellChek(R) service prompted Tuboscope to
expand its fleet of these units by 42% during 1997. The Gator Hawk acquisition
provided the Company with the patented Iso-Gator(R) hydrostatic tubular
connection testing service, which is performed at the rig site to ensure
tubing strings are made up properly.
As part of the Company's tubular coating services, the Company develops,
manufactures and applies its proprietary tubular coatings, known as Tube-
Kote(R) coatings, to new and used tubulars. Tube-Kote(R) coatings are
manufactured by and for the Company using a variety of resins, including
phenolic, epoxy or urethane, each selected for its suitability under certain
corrosive conditions and then formulated to enhance performance. Presently the
Company utilizes both thermoplastic and thermosetting plastics technology to
provide materials with enhanced chemical resistance or mechanical properties
to meet the end users field requirements. Every coating is tested and
evaluated in field conditions before being released for customer use. Tube-
Kote(R) coatings are developed and manufactured either at the Company's
Houston, Texas, facility or are manufactured in North America or Europe
through restricted sales agreements with third party manufacturers.
The Company also offers a complete line of connection services for
internally coated pipe. These include Thru-Kote(R) and Thru-Kote(R) U.B.
systems for welding coated line pipe, and a variety of other specialized
fittings. Additionally, the Company's TK(R)-tubing insert is a cost effective
solution for corrosive down hole environments.
The Company has proprietary rights to a number of foreign and domestic
trademarks and service marks important to its business. It also owns various
foreign and domestic patents related to the design and manufacture of certain
products. Many of the patents have expired or will soon expire, and many of
the trademark registrations are up for renewal within the next two years.
Management intends to renew these trademarks. Although management believes
that no single patent is material to the business of the Company, it continues
to seek new patents to protect the Company's proprietary interests in certain
products as necessary.
10
<PAGE>
ENGINEERING AND MANUFACTURING
The Company manufactures or assembles the equipment and products which it
leases and sells to customers, and which it uses in providing solids control,
inspection, tubular coating, and pipeline inspection services. In addition to
producing new equipment and products, the Company produces spare parts for its
equipment and for resale, and renovates and repairs equipment at its
manufacturing facilities in Houston, Texas; Conroe, Texas; Dundee, Scotland;
and Montrose, Scotland. The Company manufactures screens used in its solids
control operations and for sale to others at its New Iberia, Louisiana;
Conroe, Texas; Leduc, Alberta; and Trinidad facilities. The Company
manufactures coiled tubing units, wireline units, pressure pumping equipment
and pressure control equipment at its Fort Worth, Texas; Conroe, Texas; Tulsa,
Oklahoma; Montrose, Scotland; Aberdeen, Scotland; and Poole, England
facilities. The Company, through its 1997 acquisition of Fiber Glass Systems,
manufactures fiber glass tubulars and fittings at its San Antonio, Texas and
Big Springs, Texas facilities. The Company manufactures its tubular coatings
in its Houston, Texas facility, or through restricted sale agreements with
third party manufacturers.
The equipment and products designed and manufactured by the Company range
from electromagnetic and ultrasonic inspection systems, coating products,
electromagnetic pipeline inspection tools, mechanical solids control
equipment, coiled tubing and wireline equipment, pressure pumping equipment,
pressure control equipment, and downhole coiled tubing tools. Design and
engineering are based on research and development efforts as well as
established customer and industry standards.
Certain of the Company's manufacturing facilities and certain of the
Company's products have various certification, including, ISO 9001, API and
ASME.
RAW MATERIALS
The Company believes that materials and components used in its servicing and
manufacturing operations and purchased for sales are readily available at
competitive prices from numerous sources.
BACKLOG
The Company's backlog is based upon anticipated revenues from customer
orders that the Company believes are firm and scheduled for shipment within
twelve months. The level of backlog at any particular time is not necessarily
indicative of the future operating performance of the Company, and orders may
be changed at any time. As of December 31, 1997, the Company's backlog of
Coiled Tubing & Pressure Control Products was $42.1 million, an increase of
approximately 92% above the $21.9 million in backlog as of December 31, 1996.
Backlog amounts in the Company's other product lines are not meaningful
indicators of future business.
ENVIRONMENTAL MATTERS
The Company's inspection, coating and solids control services routinely
involve the handling and disposal of chemical substances and waste materials,
some of which may be considered to be hazardous wastes. These potential
hazardous wastes result primarily from the use of mineral spirits to clean
pipe threads during the tubular inspection process and from the coating
process and the handling of drilling fluids on behalf of the drillers and/or
producers.
The Company's operations are subject to numerous local, state and federal
laws and regulations, including the regulations promulgated by the
Occupational Safety and Health Administration, the United States Environmental
Protection Agency, the Nuclear Regulatory Commission and the United States
Department of Transportation. Management believes that the Company is in
substantial compliance with these laws and regulations, and that the
compliance and remedial action costs associated with these laws and
regulations have not had a material adverse effect on its results of
operations, financial condition or competitive position, to date.
11
<PAGE>
The Company cannot predict the effect on it of new laws and regulations with
respect to radioactive hazardous wastes caused by naturally occurring
radioactive materials or with respect to other environmental matters.
Circumstances or developments which are not currently known as well as the
future cost of compliance with environmental laws and regulations could be
substantial and could have a material adverse effect on the results of
operations and financial condition of the Company.
Pursuant to an agreement executed as part of the acquisition of the Company
in 1988 from Minstar Inc. ("Minstar"), Minstar has agreed, subject to certain
limitations concerning the time for submitting claims and the amount of losses
to be covered as described below, to indemnify the Company with respect to all
losses, liabilities, damages and expenses incurred in connection with, arising
out of or resulting from the production, use, generation, emission, storage,
treatment, transportation, disposal or other handling or disposition or
migration of any kind of any toxic or hazardous wastes at any time prior to
the closing of the 1988 acquisition date. Claims for indemnification were
required to be made before May 13, 1992. Minstar is obligated to indemnify the
Company for the first $1 million of losses incurred by the Company and fifty
percent of losses in excess of $2 million. The Company is solely responsible
for the second $1 million of losses incurred and fifty percent of losses in
excess of $2 million. See "Business--Legal Proceedings" for a description of
the indemnity to be provided by Minstar with respect to actions, suits,
litigation, proceedings or governmental investigations which may also apply to
certain environmental matters.
EMPLOYEES
As of December 31, 1997, the Company employed 4,598 full-time employees
worldwide, of whom approximately 2,626 were employed in North America. The
Company considers its relations with its employees to be excellent.
12
<PAGE>
ITEM 2. PROPERTIES
The following is a description of the Company's major facilities:
<TABLE>
<CAPTION>
SIZE
(APPROXIMATE
LOCATION DESCRIPTION SQUARE FEET) OWNED/LEASED
-------- ----------- --------------- ---------------
<S> <C> <C> <C>
DOMESTIC:
Bakersfield, California Reclamation Facility 7,200 on 6 Owned
Acres
Ventura, California Gator Hawk Complex: Service 2,960 on .25 Leased
Facility Acres
Amelia, Louisiana Coating Plant, Pipe Inspection 85,000 on 35 Building Owned*
and Storage Facilities Acres
Harvey, Louisiana Coating Plant and Inspection 53,000 on 7 Owned & Leased
Facility Acres
Lafayette, Louisiana Highway 90 East Complex: Service 12,075 on .98 Owned
Facility, Warehouse, Acres
Administrative Offices, &
Regional Office
Solids Control Office & 7,500 on .98 Leased
Laboratory facility Acres
Lake Arthur, Louisiana Solids Control Service & Rework 7,800 on .5 Leased
Facility Acres
Lake Charles, Louisiana Solids Control Office & 12,000 on 2 Leased
Manufacturing facility Acres
Morgan City, Louisiana Inspection Facility 42,400 on 3 Building Owned*
Acres
New Iberia, Louisiana Manufacturing and Warehouse 25,500 on 3.4 Owned
Facility Acres
New Orleans, Louisiana Solids Control Office & Service 6,000 on .5 Leased
facility Acre
St. Martinsville, Solids Control Office & Service 4,000 on 1.0 Owned
Louisiana facility Acres
Edmond, Oklahoma Coating Plant 40,000 on 19 Owned
Acres
Oklahoma City, Oklahoma Inspection Facility 6,000 on 5 Owned
Acres
Tulsa, Oklahoma Nitrogen Units & Deukly Pump 40,700 on 4.47 Leased
Manufacturing Facility, Warehouse Acres
& Offices
Big Spring, Texas Fiberglass Tubular Manufacturing 39,000 on 12 Owned
Plant, Administrative Offices Acres
Conroe, Texas Solids Control and Pressure 125,000 on Owned
Control Manufacturing Facility, 30.49 Acres
Warehouse, Sales and
Administrative Offices, &
Engineering
Corpus Christi, Texas Service Facility 20,800 on 4 Owned
Acres
Fort Worth, Texas Coiled Tubing Manufacturing 75,200 on 9.67 Owned
Facility, Warehouse & Offices Acres
Fabrication Center 26,700 on 1.6 Leased
Acres
Houston, Texas Holmes Road Complex: 300,000 on 50 Owned
Manufacturing, Warehouse, Acres
Corporate Offices, Coating
Manufacturing Plant & Pipeline
Services
Engineering/Technical Research 76,000 on 6 Owned
Center Acres
Highway 90: Coating Plant 83,000 on 43 Leased
Acres
Sheldon Road Complex: Region 137,000 on 94 Land Owned **
Administration Offices, Pipe Acres Building Leased
Inspection and Storage Facilities
SOS Inspection Facility 32,000 on 31 Owned
Acres
Brandt/Southwest Complex: 40,700 on 4.47 Leased
Manufacturing & Remanufacturing Acres
Facility, Administration and
Sales Office
Hardy Road Complex: Facility, 20,000 on 14 Owned
Manufacturing, Warehouse, Acres
Administrative Offices,
Engineering
Midland, Texas Coating Plant, Reclamation 87,000 on 25 Owned
Facility and Technical Service Acres
Building
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
SIZE
(APPROXIMATE
LOCATION DESCRIPTION SQUARE FEET) OWNED/LEASED
-------- ----------- --------------- ---------------
<S> <C> <C> <C>
Odessa, Texas Inspection Pipe Storage Yard and 12,000 on 23.2 Leased
Ancillary Service Facility Acres
San Antonio Texas Manufacturing Plant, R & D Lab, 62,129 on 19.57 Owned
Administrative Offices Acres
Casper, Wyoming Inspection Facility 91,720 on 29 Owned
Acres
North Slope (Deadhorse), Inspection, Repair and Service 18,400 Building Owned*
Alaska Center
Kenai, Alaska Inspection Facility 9,100 on 21 Leased
Acres
INTERNATIONAL:
CANADA:
Brooks, Alberta Cleaning, Threading & Repair, & 8,000 on .25 Leased
Stationary Inspection Facility Acres
Calgary, Alberta Pipeline Services Facility 33,825 on .8 Leased
Acres
Sales and Inspection Facility 20,000 on .63 Owned
Acres
Edmonton, Alberta Nisku Complex: Coating Plant, 114,000 on 40 Owned
Inspection Facility Pipeline Acres
Services and Maintenance Center
Leduc, Alberta Solids Control Equipment Rental 38,626 on 9.36 Owned
and Services Facility Acres
Nisku, Alberta Threading & Repair, Portable 7,580 on 1.45 Owned
Inspection & Cleaning, Division Acres
Office
Provost, Alberta Inspection, Cleaning, Threading 8,750 on .18 Leased
Repair Facility Acres
ARGENTINA:
Plaza Huincul, Neuquen Reclamation and Inspection 2,000 on 2.3 Leased
State Facility Acres
Comodoro Rivadavi, Reclamation and Inspection 7,300 on 1.1 Leased
Chubut State Facility Acres
Los Perales, Santa Cruz Tubings--sucker rods yard 700 on 2.47 Leased
State Acres
Rinco de los Sauces, Solid control yard 960 on 88 Acres Leased
Neuquen State
BOLIVIA:
Santa Cruz de la Sierra, Pipe and Solid control yard, 18,000 on 1.72 Leased
Andres Ibanez warehouse, & Office Acres
COLOMBIA:
Yopal, Colombia Warehouse, Storage Yard and 4,600 on 3.75 Leased
Offices Acres
PERU:
San Isidro, Lima Office 177 Leased
Callao, Lima Warehouse 656 Leased
Iquitos, Maynas Office and Warehouse 9,187 Leased
TRINIDAD:
Couva, Trinidad Manufacturing 8,073 on .5 Leased
Acres
VENEZUELA:
Anaco, Venezuela Inspection Facility 600 on 2.5 Leased
Acres
Maracaibo, Venezuela Solids Control Facility 25,000 on 1 Owned
Acre
EQUADOR:
Quito Office, Pipeyard, Warehouse, 1,184 Leased
Manufacturing facility, Service
facility, Repair facility
FRANCE:
Berlaimont, France Coating Plant 44,000 on 16 Owned
Acres
SINGAPORE:
Jurong, Singapore Coating Plant 50,644 on 8 Building Owned*
Acres
Jurong, Singapore Inspection Facility 19,429 on 3 Building Owned*
Acres
UNITED KINGDOM:
Bordon, England Pipeline Services Center 12,000 on .75 Building Owned*
Acres
Aberdeen, Scotland Inspection Facility & Coating 45,209 on 1 Owned
Plant Acre
Manufacturing & Administrative & 25,274 on 1.3 Leased
Sales Acres
Manufacturing & Administrative & 45,209 on 1 Owned
Sales Acre
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
SIZE
(APPROXIMATE
LOCATION DESCRIPTION SQUARE FEET) OWNED/LEASED
-------- ----------- --------------- ---------------
<S> <C> <C> <C>
Dundee, Scotland Manufacturing 16,000 on 3.7 Owned
Acres
Montrose, Scotland Manufacturing and Assembly 22,400 on 1.5 Owned
Acres
Warehouse 28,000 Leased
Dorset, England Manufacturing & Administrative & 12,700 on .33 Leased
Sales Acres
GERMANY:
Celle, Germany Inspection Facility, 43,560 on 12 Building Owned*
Administrative & Engineering Acres
Offices
Gladbeck, Germany Coating Plant 25,635 on 4 Owned
Acres
NETHERLANDS:
Veenoord, Netherlands Reclamation and Repair Facility 53,361 on 2 Leased
Acres
SAUDI ARABIA:
Al Khobar, Saudi Arabia Reclamation, Inspection Facility 340,203 on 8 Leased
and Offices Acres
</TABLE>
- --------
* Building owned subject to a ground lease.
** Land leased to building owner under a 99 year lease.
The Company owns undeveloped acreage next to several of its facilities,
including over 100 acres of undeveloped property located in Houston, Texas.
Machinery, equipment, buildings, and other facilities owned and leased are
considered by management to be adequately maintained and adequate for the
Company's operations.
ITEM 3. LEGAL PROCEEDINGS
The following discussion contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements relate to the Company's
legal proceedings described below. Litigation is inherently uncertain and may
result in adverse rulings or decisions. Additionally, the Company may enter
into settlements or be subject to judgments which may, individually or in the
aggregate, have a material adverse effect on the Company's results of
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements.
The Company is involved in numerous legal proceedings which arise in the
ordinary course of its business. A description of certain of these proceedings
follows. The Company is unable to predict the outcome of these proceedings;
however, for the reasons set forth below, management believes that none of
these legal proceedings will have a material adverse effect on the results of
operations or financial condition of the Company. Notwithstanding the
foregoing, there can be no absolute assurance that the indemnity from Minstar
discussed below or the Company's insurance coverage will be sufficient to
protect the Company from incurring substantial liability as a result of these
proceedings.
The Company has been party to two lawsuits that allege wrongful death or
injury of former employees resulting from exposure to silica and silica dust
during employment with the Company, both of which have been settled. These
settlements have been made on the Company's behalf by the Company's and
Minstar's insurance carriers without financial loss to the Company. The
Company is aware of the possibility that suits may be brought against it by
other former employees alleging exposure to silica and silica dust during
their employment with the Company. These suits may involve claims for wrongful
death under a theory of gross negligence and claims for punitive damages, the
amounts of which could be substantial but cannot be predicted. Additionally,
the Company has been sued for three other claims arising out of allegations of
exposure to asbestos, benzene and certain other substances alleged to have
been used primarily during its processes in the 1960s and 1970s. The Company
believes that, based upon insurance and indemnification from Minstar, any such
potential claims, if asserted, would not have a material adverse effect on the
Company's results of operations or financial condition.
Pursuant to an agreement executed in connection with the acquisition of the
Company in 1988, Minstar agreed, subject to certain limitations, to hold the
Company harmless from and against any and all losses,
15
<PAGE>
liabilities, damages, deficiencies and expenses (in excess of $1.5 million in
the aggregate) arising out of product and/or general liability claims arising
out of occurrences on or prior to the closing of the acquisition. In addition,
Minstar agreed, subject to certain limitations, to hold the Company harmless
from any and all losses, liabilities and damages, deficiencies and expenses
related to any action, suit, litigation, proceeding or governmental
investigation existing or pending on or prior to the closing of the
acquisition. There is, however, a dispute with Minstar concerning whether the
indemnification referenced in the first sentence of this paragraph is
applicable only if the claim is the type that would be covered by a product or
general liability insurance policy. The Company firmly maintains that all
suits or claims are the responsibility of Minstar when the event giving rise
to liability occurred prior to the closing of the acquisition. No assurance
can be given, however, that Minstar will not contest responsibility for future
suits, including those filed under theories of gross negligence. Management
believes that Minstar is responsible for indemnifying it with respect to all
of the aforementioned lawsuits subject in certain instances to the $1.5
million basket. In addition, while management believes certain liability
arising from certain of the above described suits will be covered by
insurance, such suits may be subject to a reservation of rights and the
coverage could be contested by the carriers providing such insurance.
The Company is a defendant in litigation that arose out of the rupture of
Texas Eastern's natural gas pipeline in Edison, New Jersey, in March of 1994.
The plaintiffs consist almost exclusively of the residents and family members
of an apartment complex that was located within several hundred feet of the
point of origin of the pipeline rupture. The plaintiff's claims include, but
are not limited to, claims for property damage, personal injury, medical
bills, lost income, loss of consortium, lost wages, living shelter, emotional
injury, interruption of schooling, permanent disability, mental anguish, and
attorney's fees and costs. The Defendants include Texas Eastern, Quality
Materials, Inc., Tuboscope Pipeline Services, Inc. ("TPSI"), and current and
prior landowners of land adjacent to the pipeline right-of-way. The current
number of plaintiffs is approximately 1,800 individuals. These cases are
globally addressed in Master Litigation No. L-614614-93; Nancy Kemps, et al.
v. Texas Eastern Transmission Corp., et al.; In the Superior Court of New
Jersey, Law Division, Middlesex County. An additional action has been brought
by a co-defendant, Civil Action No. 94-1644; Quality Materials, Inc. v. Texas
Eastern Corp. and Texas Eastern Transmission Corp., In the United States
District Court of New Jersey. Also, an adjacent land owner has filed a
separate action styled L-0000Z-96 Edison Tyler Villages LLC. v. Texas Eastern
Transmission Corp. in the Superior Court of New Jersey, Middlesex County, Law
Division. A defense is being provided by the Company's insurance carrier
subject to a reservation of rights letter. Management believes, based upon
insurance and its rights against co-defendants, that these cases will not have
a material adverse effect on the Company's results of operations or financial
condition.
The Company is a Defendant in litigation styled Artisan Corporation v.
Optima Petroleum Corporation--Optima Petroleum Corporation and Dunhaven Energy
Inc. vs. Artisan Corporation and Tuboscope Vetco Canada Inc. causes No. 9601-
06975 and 9601-9867, Court of Queen's Bench of Alberta, Judicial District of
Calgary. The plaintiffs allege breach of contract and negligence in connection
with inspection of drill pipe in Canada in 1995 and seek damages in excess of
8 million Canadian Dollars. Management believes that, based upon insurance and
its rights and defenses against co-parties that this case will not have a
material adverse effect on the Company's results of operations or financial
condition. This action is being vigorously contested.
The products acquired by the Company due to the Drexel Merger are used in
complex industrial applications. Litigation arising from a catastrophic
occurrence at such applications may result in the Company being named as a
defendant in lawsuits asserting large claims. Although the Company believes
its insurance coverage is adequate for its current operations and its
uninsured losses from product liability claims have not been significant, a
successful liability claim for which the Company is underinsured or uninsured
could have a material adverse effect on the Company.
The Company is a defendant in litigation in the United States District Court
for the Southern District of Texas, Houston Division, styled Derrick
Manufacturing Corporation vs. Advanced Wirecloth, Inc., Environmental
Procedures, Inc. dba SWECO Oilfield Services, Vincent D. Leone, and William S.
Cagle; Civil Action No.942417 which is a consolidated action, having
consolidated Civil Action No.95-3653 into that Civil Action. Plaintiff asserts
a number of claims related to the Company's screen manufacturing and its
solids control
16
<PAGE>
business including: (1) infringement of United States Patent No.4,575,421; (2)
trademark infringement under 15 U.S.C. (S)1114, Section 32 of the Lanham Act;
(3) unfair competition under 15 U.S.C. (S)1125(a), Section 43(a) of the Lanham
Act; (4) state common law unfair competition; and (5) violation of Texas'
Anti-Dilution Act. Plaintiff has asked for an unspecified amount of damages
arising from these claims as well as a permanent injunction, as asserted in
the original action as well as claims including: (1) infringement of United
States Patent No.5,417,859; (2) trademark infringement under 15 U.S.C.
(S)1114, Section 32 of the Lanham Act; (3) unfair competition under 15 U.S.C.
(S)1125(a), Section 43(a) of the Lanham Act; (4) state common law unfair
competition; (5) false marking of Advanced's and SWECO's screens with U.S.
Patent No.5,385,669 in violation of 35 U.S.C. (S)292(a); and (6) violation of
Texas' Anti-Dilution Act. Plaintiff has asked for an unspecified amount of
damages arising from these claims as well as for preliminary and permanent
injunctions.
All claims against defendant William S. Cagle have been dismissed. A
separate case involving one of the same two patents asserted by Derrick
against Advanced Wirecloth, but involving a different screen manufacturer as
defendants, was tried to a jury before the same Judge in Derrick Manufacturing
Corporation vs. Southwestern Wire Cloth, Inc., Southwestern Wire Cloth
Oilfield Screens, Inc. and Robert E. Norman, Civil Action No.H-94-0135 in the
United States District Court for the Southern District of Texas. The Judge
entered a judgment as a matter of law that the patent in suit was procured by
inequitable conduct and is unenforceable, notwithstanding a jury verdict
against the defendant awarding the Plaintiff $4,000,000 in damages. The
Southwestern case is now on appeal to the Court of Appeals for the Federal
Circuit. If the district court's judgment is affirmed on appeal, the Company
believes that it will have no exposure on the patent in the suit that was
adjudicated and common to the Southwestern and Advanced Wirecloth cases, i.e.,
United States Patent No.4,575,421. In view of the appeal in the Derrick vs.
Southwestern Wire Cloth case, all proceedings in the Advanced Wirecloth case
have effectively been stayed pending the outcome of the Southwestern appeal.
Notwithstanding the outcome of the Southwestern Wirecloth cases the Company
believes it has strong defenses to all of Derrick's allegations and that based
on these and certain indemnities from the Seller's in the SOFS-Drexel
transaction, and insurance the result from this litigation will not have a
material adverse effect on the Company's results of operations or financial
condition. This action is being vigorously contested.
The Company is aware of an investigation by the Department of Justice
concerning certain alleged violations of the International Emergency Economic
Powers Act which may involve the Company. The Company has not been officially
notified or served with any process with respect to such investigation. The
Company believes that the outcome of this investigation will not have a
material adverse effect upon the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of stockholders during the fourth
quarter of 1997.
17
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY STOCK AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is reported on the New York Stock Exchange (NYSE)
under the symbol "TBI". The Company's stock was previously reported on the
Nasdaq Stock Market under the symbol "TUBO". The Company changed its common
stock listing from the Nasdaq Stock Market to the New York Market on September
9, 1997. The following table sets forth, for the calendar periods indicated,
the range of high and low closing prices for the common stock, as reported by
Nasdaq or the NYSE:
<TABLE>
<CAPTION>
1997 1996
------------ -------------
HIGH LOW HIGH LOW
---- ---- ---- ----
<S> <C> <C> <C> <C>
1st Quarter.................................. $16 1/8 $11 1/2 $10 1/4 $ 5 7/8
2nd Quarter.................................. 28 3/4 15 3/8 13 7/16 9 7/8
3rd Quarter.................................. 31 3/8 18 3/4 15 7/8 10 5/16
4th Quarter.................................. 36 17 7/16 16 1/2 13 1/2
</TABLE>
The closing price of the Company's common stock on February 5, 1998 was
$22.69. The approximate number of stockholders of record on February 5, 1998
was 226.
Holders of Tuboscope Common Stock are entitled to such dividends as may be
declared from time to time by the Tuboscope Board of Directors out of funds
legally available therefore. The Company has not declared or paid any
dividends on its common stock since its inception and does not currently plan
to declare or pay any dividends. The Company's Senior Credit Agreement
restricts the Company from paying dividends on its capital stock until all
mandatory prepayments have been made from excess cash flow and the total
funded debt to capital ratio is not greater than 40%. The Company's total
funded debt to capital ratio (as defined under the agreement) was 42.5% at
December 31, 1997. The Company was therefore prohibited from paying dividends
under the terms of its Senior Credit Agreement at December 31, 1997.
18
<PAGE>
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>
- --------
(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 $20.8
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 $12.1 million in 1993
if restructuring charges are included in 1993 earnings.
19
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
GENERAL
Drexel Merger and Other Significant Events
The Company completed the Drexel Merger on April 24, 1996. The Drexel Merger
represented the combination of the largest provider of oilfield-related
inspection and coating services in the world with the world's leading provider
of solids control equipment and services to the oil and natural gas industry
and coiled tubing units and related pressure control equipment to oilfield
service companies.
The Drexel Merger, together with seven subsequent strategic acquisitions
completed during 1996 and eleven additional strategic acquisitions completed
during 1997, have significantly impacted the operating results, financial
condition, liquidity, and direction of the Company. Excluding the Drexel
Merger, the total consideration for the 1997 and 1996 acquisitions was $134.6
million consisting of net cash of $80.1 million, notes payable of $12.4
million, equity of $23.9 million, and accrued payments of $18.2 million. A
summary of the 1997 and 1996 acquisitions is included in Note 3 to the 1997
Consolidated Financial Statements.
The Company's strategic acquisitions following the Drexel Merger have
accomplished the following goals:
* Provided the Company with a leading solids control equipment and services
market position in Canada with its acquisitions of Wadeco Oilfield Services
Ltd. ("Wadeco") and Polar Oilfield Services in 1996 and its acquisitions of
Fisher Fluids Processing Inc. and the operating assets of Blackfire Oil
Inc. in 1997.
* Established the Company as a leading provider of solids control equipment
and services on the Louisiana Gulf Coast with its acquisition of Gauthier
Brothers Rentals, Inc. ("Gauthier Brothers") in 1996, and expanded the
Company's solids control product offerings with its acquisitions of the
Solids Control Division of Nu-Tec, Inc., WMCO Instruments, Inc. and WMCO
Equipment Inc. in 1997.
* Increased the Company's solids control sales and market share in Venezuela
with its acquisition of substantially all the assets of Western Service and
Supply, S.A.
* Increased the Company's worldwide pipeline inspection market share and
achieved consolidation cost benefits and integrated technologies with its
acquisition of Vetco Pipeline Services, Inc. ("Vetco Pipeline") in 1996.
* Increased the Company's manufacturing capabilities and further strengthened
the Company's presence in the growing market for coiled tubing and wireline
pressure control products with its acquisition of S.S.R. (International)
Ltd. and Pressure Control Engineering Ltd. in 1996 and its acquisition of
Tulsa Equipment Manufacturing Company, a manufacturer of pressure pumping
equipment, in 1997.
* Established the Company as a leading manufacturer of high pressure fiber
glass tubulars used in oil field applications through its acquisition of
Fiber Glass Systems, Inc. ("FGS") in 1997.
* Expanded the Company's tubular services product offerings through the
acquisitions of Gator Hawk, Inc., a leading provider of external
hydrostatic pressure testing of tubular connections; Cut-Rite Tubular
Services Ltd., a provider of inspection, repair and cleaning services in
Canada; and the Tubular Inspection Division of Pro Serv AS, a provider of
inspection services in Norway.
* Increased the Company's solids control centrifuge manufacturing and
refurbishment capabilities with its acquisition of SouthWest Centrifuge,
Inc.
* Enhanced the Company's solids control product line and entered the liner
hanger market in the North Sea with its acquisition of the Enaco Plc
("ENACO") companies and certain operating assets owned by ENACO's
shareholders.
In addition to these acquisitions, the Company took the following actions in
1997 and 1996 to improve its overall profitability, financial condition, and
liquidity:
* In connection with the Drexel Merger, the Company raised net equity of
$29.1 million by executing the sale of 4.2 million shares of its Common
Stock and warrants to purchase 2.533 million shares of Common
20
<PAGE>
Stock at $10 per share to a partnership affiliated with SCF Partners, LP.
In addition, the Company converted 100,000 shares of Series A Convertible
Preferred Stock into 1.5 million shares of Common Stock and warrants to
purchase 1.25 million shares of Common Stock at an exercise price of $10
per share.
* The Company completed the consolidation of its solids control manufacturing
operations to help improve profitability and efficiencies. In addition, the
operating facilities of the Company and Drexel were consolidated in Texas,
California, Argentina, Scotland, Colombia, and Singapore. Also, corporate
overhead functions were consolidated in Houston, and the eastern hemisphere
headquarters were consolidated in Aberdeen, Scotland.
* The Company consolidated the operations of recently acquired Vetco Pipeline
with its existing pipeline services operations.
* The Company shut down or sold operations which were performing at less than
satisfactory levels, including its U.S. tank inspection operation, and its
oilfield inspection operations in Japan and Italy.
* The Company established a solids control market presence in Argentina and
began screen manufacturing operations in Trinidad and Canada.
* The Company achieved significant technological advances in several
products, including the delivery of five coiled tubing drilling units, the
successful installation and operation of two Truscope(R) units (full body
rotary ultrasonic inspection system) at major oil country tubular
manufacturing facilities, and the commercial introduction of TruRes(R) unit
(high-resolution pipeline inspection).
* In August 1996, the Company refinanced the Bank Credit Facility. The new
agreement included a $130 million term loan facility, a $100 million
revolving credit facility, and a $5 million swingline facility. The new
facility has been used to retire debt outstanding under the previous senior
credit agreement and the $75 million 10 3/4% Senior Subordinated Notes (the
"10 3/4% Notes"), and to finance growth and acquisitions. At December 31,
1997, the Company had $16.5 million available for borrowing under its
revolving credit facility.
* The Company consolidated its U.S. solids control manufacturing of
centrifuges and screens into their own manufacturing locations to provide
an increased focus on their processes.
* The Company expanded its fleet of pipeline inspection equipment and
increased the high resolution market penetration with the introduction of
TR1000(TM) tools.
Operating Environment Overview and Pro Forma Discussion
The Company's results depend, in large part, on the level of worldwide oil
and gas drilling and production activity, the price of oil and gas, and
worldwide oil and gas inventory levels. Key industry indicators for the past
three years include the following:
<TABLE>
<CAPTION>
1997* 1996* 1995*
------ ------ ------
<S> <C> <C> <C>
Rig Activity:
U.S...................................................... 943 779 723
Canada................................................... 374 271 231
International............................................ 810 805 757
------ ------ ------
Worldwide................................................ 2,127 1,855 1,711
====== ====== ======
U.S. Workover Rig Activity................................. 1,422 1,334 1,277
====== ====== ======
West Texas Intermediate Crude (per barrel)................. $20.70 $22.01 $18.46
====== ====== ======
Natural Gas Prices $/mtbu (per mbtu)....................... $2.40 $2.41 $1.47
====== ====== ======
</TABLE>
- --------
* Averages for the years indicated. The source for rig activity information
was Baker Hughes Incorporated ("BHI"), and the source for oil and gas prices
was Spears and Associates.
21
<PAGE>
Worldwide drilling and U.S. workover activity improved during 1997. U.S.,
Canada, and international rig activity in 1997 increased 21%, 38%, and 1% over
1996 levels, while U.S. workover activity in 1997 was up 7% from 1996 levels.
The price for West Texas Intermediate Crude declined 6% in 1997 compared to
1996, and 1997 natural gas prices were down slightly from 1996 levels. The
overall improvement in market conditions created strong demand for the
Company's products and services which, together with the 1997 and 1996
initiatives discussed above, resulted in improved operating results as shown
in the Company's following actual and pro forma (giving effect to all 1996 and
1997 acquisitions) financial statements (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
1997 1996 1995
----------------- ------------------ --------
PRO PRO
FORMA ACTUAL FORMA ACTUAL ACTUAL
-------- -------- -------- -------- --------
(1) (1)
<S> <C> <C> <C> <C> <C>
Revenue......................... $559,213 $525,231 $479,458 $341,431 $190,015
Net Income Before Write-Off of
Assets, Merger Costs, and
Extraordinary Charges.......... $ 55,145 $ 53,104 $ 32,244 $ 25,384 $ 8,819
Net Income (Loss)............... $ 55,145 $ 53,104 $(42,731) $(49,599) $ 8,819
Dilutive earnings Per Share
Before Write-Off of Assets,
Merger Costs, and Extraordinary
Charges........................ $1.17 $1.14 $0.72 $0.69 $0.44
Dilutive earnings (Loss) Per
Share.......................... $1.17 $1.14 $(0.96) $(1.35) $0.44
</TABLE>
- --------
(1) Pro forma information is unaudited and is presented as if the 1997 and
1996 acquisitions were made as of January 1, 1996. Such information should
not be considered indicative of actual results that would have been
achieved if the 1997 and 1996 acquisitions had been consummated on January
1, 1996.
The $79.8 million (17%) increase in pro forma revenue for 1997 over 1996 was
due to several factors including: improved overall market conditions as
discussed above; significant growth in Latin American revenue and in revenue
from solids control and pipeline operations; greater revenue from the
Company's coiled tubing/pressure control products; and an increase in
worldwide coating sales.
The pro forma 1997 net income of $55.1 million was $22.9 million higher than
the comparable amount in 1996 of $32.2 million (before write-off of assets,
merger costs, and extraordinary item). This increase was due to revenue growth
from greater activity levels as discussed in the results of operations.
Subsequent to December 31, 1997, the average price of oil and gas has
declined. This change in price has been caused by various concerns, including
rising reported world oil inventories, the financial crisis in Asia, an
increase in official production quotas, concerns that increased Iraq
production might soon reenter the world market, and temperate weather
conditions. Although oil prices have declined, the U.S. rig count (as reported
by BHI) at January 23, 1998 was 996, up 6% over the average rig count for
1997. At the date of this report, the Company was not aware of any material
spending cut-backs of its major customers, although lower oil prices for a
prolonged period could result in some spending reductions, which could have a
material adverse affect on the Company.
During 1997 the Company generated approximately $31.8 million, or 6%, of its
total revenue from Singapore, Malaysia, Indonesia, Thailand, Vietnam,
Australia, Japan, and Korea. Most of the Company's customers in these
countries are large, multinational oil companies with limited direct exposure
to the current economic climate in Southeast Asia, and a significant portion
of the Company's contracts are denominated in U.S. dollars. Management does
not believe that the economic downturn in Southeast Asia will have a material
direct adverse impact on the business of the Company, except to the extent
that reduced hybrocarbon demand in the area may contribute to lower oil and
gas prices and reduced oil and gas activity worldwide.
22
<PAGE>
1996 Write-off of Assets, Drexel Transaction Costs, and Extraordinary Charges
During 1996 the Company incurred the following write-off of assets, Drexel
transaction costs, and extraordinary charges:
* During the first quarter of 1996, the Company recorded a write-off of long-
lived assets of $63.1 million. The write-off was due to the adoption of
SFAS No. 121 and a decision by management to sell certain assets, primarily
as a result of the Drexel Merger. See Note 2 of the Notes to the
Consolidated Financial Statements.
* During the second quarter of 1996, the Company recorded $11.3 million of
transaction costs associated with the Drexel Merger. Severance payments to
former executive officers of the Company represented $6.5 million of the
transaction costs. The remaining costs related mainly to the consolidation
of eastern hemisphere headquarters and consolidation costs associated with
personnel and facilities.
* During the fourth quarter of 1996, the Company decided to close its direct
Italian operation, resulting in a write-off of assets of $2.2 million.
* During the fourth quarter of 1996, the Company recorded an after-tax
extraordinary charge of $6.4 million related to the early retirement of its
outstanding 10 3/4% Notes. See Note 6 of the Notes to the Consolidated
Financial Statements.
RESULTS OF OPERATIONS
Year Ended December 31, 1997 vs Year Ended December 31, 1996
Revenue. Revenue for the year ended December 31, 1997 was $525.2 million, an
increase of $183.8 million, or 54%, over the $341.4 million of revenue in
1996. On a pro forma basis giving effect to only the Drexel acquisition, 1997
revenue was up $148.5 million, or 39%, over 1996 revenue. This increase was
due to greater activity during 1997, the 1997 acquisitions and the full year
effect of the 1996 acquisitions. Increases in internal growth revenue
accounted for $78.1 million, or 53% of the $148.5 million increase in pro
forma revenue, while the 1997 and 1996 acquisitions (excluding the Drexel
Merger) increased pro forma revenue by $70.4 million, or 47%.
Tubular Services, comprised of Inspection, Coating and Mill Systems and
Sales, generated revenue of $225.0 million in 1997, an increase of $51.2
million, or 29%, over 1996 revenue of $173.8 million. Inspection operations
grew 9.7% over the 1996 levels due primarily to the acquisitions of Gator
Hawk, Cut-Rite, and the tubular inspection division of Pro Serv AS, and an
increase in North American revenue, which resulted, in part, from a 25%
increase in the average North American rig count. Tubular coating and
corrosion control revenue in 1997 increased 60% from 1996 levels due mainly to
the acquisition in March 1997 of FGS and a 31% increase in North American
revenue as a result of higher activity levels. Mill Systems and Sales revenue
was higher due to the sale of high speed ultrasonic equipment in the U.S. and
the sale of equipment into the CIS during 1997.
Solids Control Products and Services revenue was $155.4 million in 1997, an
increase of $78.1 million, or 101%, over 1996 revenue of $77.3 million. The
Drexel Merger added the rental and sale of solids control products to the
Company's operations. The 1996 and 1997 acquisitions (excluding the Drexel
Merger) accounted for a $24.0 million increase in solids control rental
revenue. U.S. solids control rental operations increased 147% primarily due to
the acquisition of Gauthier Brothers and growth in the Gulf Coast market.
Canadian rental revenue grew 139% due primarily to the Wadeco acquisition in
1996, the acquisition of Fisher Fluids in August 1997, the acquisition of the
operating assets of Blackfire Oil Inc. in August-September 1997 and general
market growth as represented by the 38% increase in the Canadian average rig
count in 1997. Latin American rental revenue increased 83% in 1997 over 1996
due primarily to the Company's operations in Venezuela, Mexico, and Colombia.
Further growth in rental revenue occurred in Europe with the acquisition of
ENACO and an increase in general activity. Solids control equipment sales in
1997 increased 69% over 1996 levels due primarily to increased U.S. and Latin
American sales.
Coiled Tubing and Pressure Control Products revenue was $83.4 million in
1997, an increase of $36.4 million, or 77%, over 1996 revenue of $47.0
million. This increase was due to (i) the full year impact of the
23
<PAGE>
Drexel Merger, (ii) the 1997 acquisitions and the full year impact of the 1996
acquisitions (excluding the Drexel Merger), which collectively accounted for
$13.7 million of the increase in revenue, and (iii) the growth in the sale of
coiled tubing units and coiled tubing blowout preventors.
Pipeline and Other Industrial Services revenue was $61.4 million, an
increase of $18.1 million, or 42%, over 1996 revenue of $43.4 million.
Pipeline revenue grew $14.1 million due to strong growth in the North American
and Latin American markets, the acquisition of Vetco Pipeline and the
successful introduction of "Tru Res" (high resolution pipeline inspection
unit). In addition, Industrial Services increased $5.3 million over 1996
levels primarily due to improving operations in the Middle East.
Gross Profit. Gross profit was $163.0 million, an increase of $65.4 million,
or 67%, over 1996 profits of $97.6 million. This increase was primarily due to
the Drexel Merger, the 1997 and 1996 acquisitions, and the growth in revenue
discussed above.
Selling, General, and Administrative Costs. Selling, general and
administrative costs were $51.5 million in 1997, an increase of $15.8 million
over 1996 costs of $35.7 million. This increase was due primarily to increased
costs associated with the 1997 acquisitions and the full year effect of 1996
acquisitions.
Research and Engineering Costs. 1997 research and engineering costs were
$10.6 million, an increase of $4.0 million over the 1996 costs of $6.6
million. The majority of these costs were related to solids control
innovations associated with screens, shakers, and centrifuges, the Company's
"Tru Res(R)" high resolution pipeline tools, and continuing efforts related to
product and service development in Tubular Services and Coiled Tubing
technology. The increase in costs was due primarily to research and
engineering projects associated with Drexel operations and the various
acquisitions in 1997 and 1996, and the Company's efforts to increase its
technological development.
Write-off of Long-Lived Assets. The first quarter 1996 write-off of long-
lived assets of $63.1 million included (i) a writedown of $50.8 million
associated with the Company's adoption of SFAS No. 121 and (ii) a decision by
management to sell certain assets following the Drexel Merger, which resulted
in additional write-downs of approximately $12.3 million. See additional
discussions in Note 2 of the Notes to the Consolidated Financial Statements.
Drexel Transaction Costs. The $11.3 million of Drexel transaction costs
incurred in 1996 included executive severance costs of $6.5 million associated
with former officers of the Company and consolidation costs of $4.8 million
related to Tuboscope personnel and facilities. The consolidation costs were
related mainly to the consolidation of overhead facilities and personnel in
Europe and the consolidation of certain operating locations in North America.
Write-off of Italian Operations. The $2.2 million write-off of Italian
operations was due to a decision by the Company in December 1996 to exit
direct operations of its inspection business in Italy. In November 1996, the
Italian operations were placed in liquidation, and in February 1997 the
operations were officially shut down. The Italian operations contributed
approximately $2.5 million of revenue in 1996 with break-even profit results.
Operating Profit (Loss). Operating profit was $100.9 million, an increase of
$45.6 million, or 82%, over 1996 profits of $55.3 million (excluding write-off
of long-lived assets, Drexel transaction costs, and the write-off of Italian
operations, as discussed above). Including these charges, operating profits
for 1997 were $100.9 million compared to a 1996 operating loss of $21.3
million. This improvement in operating profit was due to the increase in
operations related to increased activity levels and market share gains,
consolidation savings, minor price increases, and the effect of the 1997
acquisitions and the full year results of the 1996 acquisitions.
Interest Expense. Interest expense was $14.5 million, an increase of $1.0
million over 1996 interest expense of $13.4 million. This increase was due to
an increase in debt resulting primarily from the 1996 and 1997 acquisitions.
The increase was partially offset by a lower effective interest rate resulting
from the Company's
24
<PAGE>
retirement in the fourth quarter of 1996 of its 10 3/4% Notes from proceeds of
the Company's Senior Term Loan Facility. In addition, the Company entered into
four interest rate swap transactions in 1996 which effectively hedged $90
million of the Company's variable interest rate debt (see detailed discussion
in Note 6 to the 1997 Consolidated Financial Statements). Also in May 1997,
the Company purchased a $40 million collar agreement which provides protection
if interest rates rise above 7.77%.
Other Expense (Income). Other expense, which includes interest income,
foreign exchange, minority interest, and other expense (net), resulted in a
net expense of $1.5 million, an increase of $1.2 million from 1996 net expense
of $.3 million. This increase was primarily related to a slight foreign
exchange expense in 1997 as compared to foreign exchange gains in 1996.
Provision for Income Taxes. The Company's effective tax rate for 1997 was
37.5%. This rate is higher than the domestic rate of 35% due to charges not
allowed under domestic and foreign jurisdictions related to goodwill
amortization and foreign earnings subject to tax rates differing from domestic
rates.
Net Income (Loss). Net income was $53.1 million in 1997, an improvement over
the 1996 net loss of $49.6 million. This improvement was due to the factors
discussed above.
Year Ended December 31, 1996 vs Year Ended December 31, 1995
Revenue. Revenue was $341.4 million for the fiscal year ended December 31,
1996, an increase of $151.4 million over 1995 results. The increase was
primarily related to the seven acquisitions the Company completed during 1996.
The Drexel Merger, which was completed April 1, 1996, accounted for $107.5
million of the increase.
Revenue from the Company's Tubular Services, comprised of Inspection,
Coating, and Mill Systems and Sales, was approximately $173.8 million in 1996,
an increase of $20.1 million, or 13.1%, over 1995 results. Inspection revenue
increased in 1996 due to an increase in Latin American inspection operations,
which benefitted from the acquisition of an Argentina operation in September
1995 and a large contract in Colombia awarded in the fourth quarter of 1995.
In addition, Europe and North America Inspection operations increased as rig
activity increased slightly in both areas. Coating revenue also increased as a
result of improved volume at all of the Company's North America Coating plants
and stronger operations at the Scotland and Singapore Coating plants. Mill
Systems and Sales revenue was down due to lower international Mill equipment
sales.
The Drexel Merger added the rental and sale of Solids Control equipment to
the Company's operations. In addition, the Company completed the acquisition
of Wadeco effective May 1, 1996. Solids Control operations, which includes the
rental and sale of equipment used in the removal of rock cuttings and other
solid contaminants from the fluids used in drilling operations, earned revenue
of $77.3 million since the effective date of the Drexel Merger and the
effective dates of other Solids Control acquisitions made in 1996. On a pro
forma basis, Solids Control revenue was up $13.0 million in 1996 over 1995 due
to increased activity in Latin America, specifically Venezuela and Argentina,
and greater revenue from North America rental operations.
Coiled Tubing and Pressure Control Products, which were also acquired as
part of the Drexel Merger, contributed revenue of $47.0 million since the
effective date of the Drexel Merger and the acquisition of S.S.R.
(International) Ltd. and Pressure Control Engineering (SSR/PCE), in September
1996. Coiled Tubing Products included the sale of coiled tubing units,
wireline units, downhole tools and blowout preventors used in oilfield
workover, drilling and production operations. On a pro forma basis, Coiled
Tubing and Pressure Control Products revenue was up $10.5 million, due mainly
to an increase in Coiled Tubing sales in the North Sea and Norway, and the
sale of coiled tubing drilling units.
Pipeline and Other Industrial Services revenue was $43.4 million in 1996, an
increase of $7.0 million over 1995 results. The improvement was primarily in
international pipeline operations as a result of greater revenue
25
<PAGE>
in Saudi Arabia, Nigeria, and Argentina, and revenue from Vetco Pipeline,
which was acquired in September 1996. These results were offset to some extent
by lower Industrial Inspection revenue in the Middle East and the sale of the
Company's CTI Tank Inspection operation.
Gross Profit. Gross profit was approximately $97.6 million (28.6% of
revenue) for 1996, compared to $51.6 million (27.2% of revenue) for 1995.
Drexel and Wadeco operations accounted for the majority of the 1996
improvement ($37.8 million of $46.0 million). Improved gross profit
percentages for 1996 benefited from greater revenue in high profit margin
product lines, including Pipeline, Coating, and Solids Control, and from lower
depreciation and amortization expense associated with the write-off of long-
lived assets in the first quarter of 1996.
Selling, General, and Administrative Costs. Selling, general, and
administrative costs were $35.7 million in 1996, compared to $20.7 million in
1995. The $15.0 million increase was due primarily to $16.3 million of
overhead costs associated with the operations of Drexel, Wadeco, SSR/PCE, and
Vetco Pipeline since the effective dates of their acquisitions.
Research and Engineering Costs. Research and engineering costs were $6.6
million in 1996, compared to $3.5 million in 1995. The increase was primarily
due to engineering costs associated with Drexel operations, which were $2.7
million since the effective date of the acquisition. Other increases were due
primarily to costs associated with the Company's TruRes(R) "High Resolution"
pipeline tools.
Write-off of Long-Lived Assets. The first quarter 1996 write-off of long-
lived assets of $63.1 million included a writedown of $50.8 million associated
with the Company's adoption of SFAS No. 121 and a decision by management to
sell certain assets, primarily as a result of the Drexel Merger, which
resulted in additional write-downs of approximately $12.3 million.
Drexel Transaction Costs. The $11.3 million of Drexel transaction costs
incurred in 1996 included executive severance costs of $6.5 million associated
with former officers of the Company and consolidation costs of $4.8 million
related to Tuboscope personnel and facilities. The consolidation costs were
related mainly to the consolidation of overhead facilities and personnel in
Europe and the consolidation of certain operating locations in North America.
Write-off of Italian operations. The $2.2 million write-off of Italian
operations was due to a decision by the Company in December 1996 to exit
direct operations of its inspection business in Italy. In November 1996, the
Italian operations were placed in liquidation, and in February 1997 the
operations were officially closed. The Italian operations contributed
approximately $2.5 million of revenue in 1996 with break-even profit results.
Operating Profit (Loss). Operating loss was $21.3 million for 1996 compared
to operating profit of $27.5 million in 1995. The operating loss was due to
the write-off of long-lived assets, Drexel transaction costs, and the write-
off of Italian operations, as discussed above. Excluding these charges,
operating profit would have been $55.3 million in 1996, an increase of $27.8
million over 1995 results. The improvement was mainly due to the operating
profit contributed by the Drexel operations since the merger date. In
addition, the acquisitions of Wadeco, SSR/PCE, and Vetco Pipeline also
contributed to the increase in operating profit, as well as stronger
operations from Coating, Pipeline, and Latin American Inspection operations
and the decrease in depreciation and amortization expense resulting from the
first quarter 1996 write-off of long-lived assets.
Interest Expense. Interest expense was $13.4 million in 1996, a $1.1 million
increase over 1995. The increase was due to greater outstanding debt balances
as a result of the acquisitions, offset to some extent by lower effective
interest rates on outstanding debt balances.
Other Expense (Income). Other expense (income), which includes interest
income, foreign exchange, amortization of debt financing cost, minority
interest, and other expense (income) resulted in a net gain of
26
<PAGE>
$293,000 in 1996, compared to a net gain of $73,000 in 1995. The 1996 gain was
due to foreign exchange gains recognized primarily in the U.K. related to an
increase in the pound sterling compared to the U.S. dollar.
Provision (Benefit) for Income Taxes. The Company reported a provision of
$8.2 million on a pre-tax loss of $35 million. The provision is primarily a
result of charges not allowable under domestic and foreign jurisdictions
related to the long-lived assets and Drexel transaction costs, goodwill
amortization and foreign earnings subject to tax at rates differing from the
domestic rate.
The Company has, as of December 31, 1996, gross deferred tax assets of $10.2
million, which includes $3.3 million attributable to domestic and foreign net
operating loss carryovers. The Company has recorded a valuation allowance of
$1.2 million against these deferred tax assets. The Company believes that
sufficient sources of taxable income will occur in future periods so that the
net deferred tax assets will be realized.
Extraordinary Loss, Net of Income Tax Benefit. In the fourth quarter of
1996, the Company retired its outstanding $75 million 10 3/4% Notes with the
proceeds from its Bank Credit Facility. The early retirement of the 10 3/4%
Notes resulted in an extraordinary loss of $6.4 million (net of income tax
benefits of $3.4 million). See Note 7 of the Notes to the Consolidated
Financial Statements.
Net Income (Loss). Net loss was $49.6 million for 1996, compared to net
income of $8.8 million in 1995, due to the factors discussed above.
FINANCIAL CONDITION AND LIQUIDITY
For the twelve months ended December 31, 1997, the Company generated $46.3
million of cash from operations as compared to $10.6 million in 1996.
Excluding changes in working capital accounts and other liabilities, cash
provided by operating activities was $89.9 million in 1997 compared to $29.1
million in 1996. The 1996 results included the transaction costs associated
with the Drexel Merger and an extraordinary loss due to the early retirement
of the 10 3/4% Notes. The Company's principal uses of cash generated from
operations were for capital expenditures, acquisitions, and debt payments. At
December 31, 1997, working capital was $81.3 million, an increase of $6.9
million from December 31, 1996. This increase was due primarily to the 1997
acquisitions, larger manufacturing operations, and a greater revenue base.
Accounts receivable increased $48.0 million as a result of the 1997
acquisitions and internal revenue growth. Total days sales outstanding based
on accounts trade receivable was 82.7 days and 82.3 days at December 31, 1997
and 1996, respectively. Inventory was up $31.1 million due to increased
manufacturing at the Company's Conroe, Ft. Worth, Houston and UK facilities to
meet the industry demand for the Company's products, coupled with inventories
associated with 1997 acquisitions. Accounts payable and accrued liabilities
increased mainly as a result of 1997 acquisitions and an increase in trade
payables due to the growth in operations. The current portion of long-term
debt increased due to the terms of the Bank Credit Facility and debt
associated with 1997 acquisitions.
For the twelve months ended December 31, 1997, cash flows used for investing
activities were $73.0 million compared to $60.5 million in 1996. During 1997,
cash flows used for investing activities included $35.2 million of capital
spending and $36.9 million for 1997 acquisitions. Capital expenditures for
1997 were concentrated primarily in the fast growing Latin American, Canadian,
and Gulf Coast markets for solids control, oilfield inspection equipment and
pipeline operations. The Company anticipates that it will continue to invest
in its products and expects to fund its capital expenditure requirements in
1998 principally from cash generated from operations and its revolving credit
line.
For the twelve months ended December 31, 1997, net cash generated from
financing activities was $29.0 million compared to $50.5 million in 1996. The
1997 cash generated from financing activities was principally from net
borrowings under the Company's Senior Credit Agreement and net proceeds from
the sale of the Company's Common Stock.
27
<PAGE>
Current and long-term debt was $218.4 million at December 31, 1997, an
increase of $33.6 million compared to December 31, 1996. This increase was due
mainly to borrowings on the revolving credit facility and debt assumed in the
1996 and 1997 acquisitions. The Company's outstanding debt at December 31,
1997 consisted of $115.3 million of term loans due under the Company's Bank
Credit Facility, $79.0 million due under the Company's revolving credit
facility, $5.0 million of convertible notes related to the acquisition of
Gauthier Brothers, $4.2 million of debt assumed in the FGS acquisition, $2.5
million due under the Company's swingline facility, and other debt of $12.4
million.
The Company had $16.5 million available for borrowing at December 31, 1997
under a $100 million revolving credit facility and $1.3 million available
under its $5 million swingline facility, subject to certain financial
covenants which limit total borrowing availability. Approximately $4.5 million
of this revolving credit facility was used for outstanding letters of credit.
The Company's Bank Credit Facility restricts the Company from paying
dividends on its capital stock unless the total funded debt to capital ratio
is less than 40%. The Company's total funded debt to capital ratio (calculated
as defined under the agreement) was 42.5% at December 31, 1997, 4.3 percentage
points lower than the December 31, 1996 ratio.
See discussion of the Company's risk factors and foreign operations in Note
1 and Note 11 of the Notes to the Consolidated Financial Statements.
FACTORS AFFECTING FUTURE OPERATING RESULTS
This Annual Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The forward looking statements are those that do not
state historical facts and are inherently subject to risk and uncertainties.
The forward-looking statements contained herein are based on current
expectations and entail various risks and uncertainties that could cause
actual results to differ materially from those projected in the forward-
looking statements. Such risks and uncertainties are set forth below.
The oil and gas industry in which the Company participates historically has
experienced significant volatility. Demand for the Company's services and
products depends primarily upon the number of oil and gas wells being drilled,
the depth and drilling conditions of such wells, the volume of production, the
number of well completions and the level of workover activity. Drilling and
workover activity can fluctuate significantly in a short period of time,
particularly in the United States and Canada.
The willingness of oil and gas operators to make capital expenditures for
the exploration and production of oil and natural gas will continue to be
influenced by numerous factors over which the Company has no control,
including the prevailing and expected market prices for oil and natural gas.
Such prices are impacted by, among other factors, the ability of the members
of the Organization of Petroleum Exporting Countries ("OPEC") to maintain
price stability through voluntary production limits, the level of production
of non-OPEC countries, worldwide demand for oil and gas, general economic and
political conditions, costs of exploration and production, availability of new
leases and concessions, and governmental regulations regarding, among other
things, environmental protection, taxation, price controls and product
allocations. No assurance can be given as to the level of future oil and gas
industry activity or demand for the Company's services and products.
The Company's foreign operations, which include significant operations in
Canada, Europe, the Far East, the Middle East and Latin America, are subject
to the risks normally associated with conducting business in foreign
countries, including uncertain political and economic environments, which may
limit or disrupt markets, restrict the movement of funds or result in the
deprivation of contract rights or the taking of property without fair
compensation. Government-owned petroleum companies located in some of the
countries in which the Company operates have adopted policies (or are subject
to governmental policies) giving preference to the purchase of goods and
services from companies that are majority-owned by local nationals. As a
result of such policies, the Company relies on joint ventures, license
arrangements and other business combinations with local
28
<PAGE>
nationals in these countries. In addition, political considerations may
disrupt the commercial relationship between the Company and such government-
owned petroleum companies. Although the Company has not experienced any
significant problems in foreign countries arising from nationalistic policies,
political instability, economic instability or currency restrictions, there
can be no assurance that such a problem will not arise in the future.
The Company's inspection and coating services routinely involve the handling
of waste materials, some of which may be considered to be hazardous wastes.
The Company is subject to numerous local, state and federal laws and
regulations concerning the containment and disposal of hazardous materials,
pursuant to which the Company has been required to incur compliance and clean-
up costs. Compliance with environmental laws and regulations due to currently
unknown circumstances or developments, however, could result in substantial
costs and have a material adverse effect on the Company's results of
operations and financial condition.
A significant portion of the Company's recent growth in revenues and
profitability has been the result of its aggressive acquisition program. The
Company's future operating results will be impacted by the Company's ability
to identify additional attractive acquisition opportunities, consummate such
acquisitions on favorable terms and successfully integrate the operations of
the acquired businesses with those of the Company.
YEAR 2000
The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and is
implementing its plan to resolve the issue. The Year 2000 problem is a result
of computer programs being written using two digits (rather than four) to
define the applicable year. Any of the Company's programs that have time-
sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a major system failure or
miscalculations. The Company presently believes that, with modifications to
existing software and converting to new software, the Year 2000 problem will
not pose significant operational problems for the Company's computer systems
as so modified and converted.
PENDING ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
(SFAS No. 131) which establishes standards for the way that public companies
report information about operating segments in both annual and interim
financial statements. SFAS No. 131 also establishes standards for disclosures
about products and services, geographic areas and major customers. SFAS No.
131 is effective for fiscal years beginning after December 15, 1997. The
Company will adopt SFAS No. 131 retroactively in 1998. The adoption of SFAS
No. 131 will not affect the Company's results of operations or financial
position, but will increase the Company's disclosure of segment information.
In June 1997, the FASB also issued SFAS No. 130, "Reporting Comprehensive
Income" which establishes new rules for the reporting and display of
comprehensive income. Adoption of SFAS No. 130 will have no impact on the
Company's net income or financial position. SFAS No. 130 would require the
Company's foreign currency translation adjustments, which are currently
reported in stockholders' equity, to be added to net income to determine total
comprehensive income. Disclosure of total comprehensive income is also
required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company and subsidiaries required to be
included in this Item 8 are set forth in Item 14 of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
29
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated herein by reference the information appearing
under the captions "Proposal 1--"Election of Directors" and "Executive
Officers of the Company" of the registrant's definitive Proxy Statement for
its 1998 Annual Meeting to be filed with the Securities and Exchange
Commission (the "Commission") on or before April 30, 1998.
ITEM 11. EXECUTIVE COMPENSATION
There is hereby incorporated herein by reference the information appearing
under the captions "Executive Compensation" of the registrant's definitive
Proxy Statement for its 1998 Annual Meeting to be filed with the Commission on
or before April 30, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated herein by reference the information appearing
under the caption "Voting Securities and Certain Holders Thereof" of the
registrant's definitive Proxy Statement for its 1998 Annual Meeting to be
filed with the Commission on or before April 30, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated herein by reference the information appearing
under the caption "Certain Transactions" of the registrant's definitive Proxy
Statement for its 1998 Annual Meeting to be filed with the Commission on or
before April 30, 1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements of the Company
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Report of Independent Auditors........................................ F-1
Consolidated Balance Sheets at December 31, 1997 and 1996............. F-2
Consolidated Statements of Operations for the years ended December 31,
1997, 1996, and 1995................................................. F-3
Consolidated Statements of Common Stockholders' Equity and Redeemable
Preferred Stock for the years ended December 31, 1997, 1996, and
1995................................................................. F-4
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996, and 1995................................................. F-5
Notes to Consolidated Financial Statements............................ F-6-F-21
</TABLE>
2. Financial Statement Schedules:
The information under the following captions is filed as part of this
Report:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Schedule I Parent Company Only Condensed Balance Sheets.................... S-1
Schedule I Parent Company Only Condensed Statements of Operations.......... S-2
Schedule I Parent Company Only Condensed Statements of Cash Flows.......... S-3
Schedule I Parent Company Only Notes to Condensed Financial Statements..... S-4
Schedule II Valuation and Qualifying Accounts.............................. S-5
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and therefore have been omitted
or the information is presented in the consolidated financial statements or
related notes.
3. The list of exhibits contained in the Index to Exhibits are filed as part
of this Report--Page 32.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed the fourth quarter of 1997.
30
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION NOTE NO.
------- ----------- ---------
<C> <S> <C>
2(a) Agreement and Plan of Merger, dated as of January 3, 1996, (Note 12)
among Tuboscope Vetco International Corporation, Grow
Acquisition Limited and D.O.S. Ltd.
2(b) Share Purchase Agreement dated as of May 31, 1996 between (Note 15)
TVI Wadeco Inc., J & S Hokanson Investments Ltd., John
Hokanson, Douglass Bell, Robert Russell, Richard
Rutherford and Wadeco Oilfield Services Ltd.
2(c) Stock Purchase and Sale Agreement dated as of September 6, (Note 16)
1996 by and among Tuboscope Pipeline Services, Inc., Vetco
Pipeline Services, Inc., Rauma USA, Inc. and Rauma
Corporation
2(d) Addendum No. 1 to Stock Purchase and Sale Agreement dated (Note 16)
as of September 20, 1996 by and among Tuboscope Pipeline
Services, Inc., Vetco Pipeline Services, Inc., Rauma USA,
Inc. and Rauma Corporation
2(e) Addendum No. 2 to Stock Purchase and Sale Agreement dated (Note 16)
as of September 20, 1996 by and among Tuboscope Pipeline
Services, Inc., Vetco Pipeline Services, Inc., Rauma USA,
Inc. and Rauma Corporation
3(a) Restated Certificate of Incorporation, dated March 12, (Note 7)
1990.
3(b) Amended and Restated Bylaws. (Note 2)
3(c) Certificate of Designation of Series A Convertible (Note 3)
Preferred Stock, dated October 22, 1991.
3(d) Certificate of Amendment to Restated Certificate of (Note 10)
Incorporation dated May 12, 1992.
3(e) Certificate of Amendment to Restated Certificate of (Note 11)
Incorporation dated May 10, 1994.
3(f) Certificate of Amendment to Restated Certificate of (Note 21)
Incorporation dated April 24, 1996
3(g) Certificate of Amendment to Restated Certificate of (Note 22)
Incorporation dated June 3, 1997
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) Indenture (including the form of Note), dated as of April (Note 4)
1, 1993, 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(c) Supplemental Indenture dated as of December 18, 1996, (Note 19)
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(d) 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(e) 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(f) 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).
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION NOTE NO.
------- ----------- ---------
<C> <S> <C>
4(g) Secured Credit Agreement, dated August 2, 1996, between (Note 14)
Tuboscope Vetco International Inc., and Drexel Holdings,
Inc., and The Chase Manhattan Bank, N.A., ABN Amro Bank
N.V., Houston Agency, and the other Lenders Party Hereto,
and ABN Amro Bank N.V., Houston Agency as Administrative
Agent.
10(a) Savings Investment Plan, dated May 13, 1988, as amended by (Note 1)
First Amendment to Savings Investment Plan.
10(b) Second, Third and Fourth Amendments to Savings Investment (Note 4)
Plan.
10(c) Fifth, Sixth and Seventh Amendments to Savings Investment (Note 8)
Plan.
10(d) Supplementary Agreement Fixed Rental Scheme, dated May 19, (Note 1)
1989, between Jurong Town Corporation and AMF Far East
Pte. Ltd.
10(e) Description of Life Insurance Plan. (Note 1)
10(f) Amended and Restated Stock Option Plan for Key Employees (Note 5)
of Tuboscope Vetco International Corporation.
10(g) Form of Revised Incentive Stock Option Agreement. (Note 5)
10(h) Form of Revised Non-Qualified Stock Option Agreement. (Note 5)
10(i) Stock Option Plan for Non-Employee Directors of Tuboscope (Note 6)
Vetco International Corporation.
10(j) Amendment to Stock Option Plan for Non-Employee Directors (Note 6)
of Tuboscope Vetco International Corporation.
10(k) Form of Non-Qualified Stock Option Agreement. (Note 6)
10(l) Employee Qualified Stock Purchase Plan. (Note 8)
10(m) Purchase Agreement, dated as of September 30, 1991, (Note 3)
between the Company and BHI relating to the Vetco Services
Acquisition.
10(o) Technology Transfer Agreement, dated as of October 29, (Note 3)
1991, between Tuboscope Inc. and BHI.
10(p) Lease Agreement with respect to Celle, Germany facility. (Note 3)
10(q) Building Agreement for Land at Jurong, dated May 5, 1983, (Note 3)
between Jurong Town Corporation and Vetco International,
Inc.
10(r) Lease between J.G.B. Properties Limited and Vetco (Note 3)
Inspection GmbH.
10(s) Eighth and Ninth Amendment to Savings Investment Plan. (Note 9)
10(t) Subscription Agreement, dated as of January 3, 1996, by (Note 12)
and between Tuboscope Vetco International Corporation and
SCF-III, L.P.
10(u) Exchange Agreement, dated as of January 3, 1996, among (Note 13)
Tuboscope Vetco International Corporation and Baker Hughes
Incorporated.
10(v) Voting Agreement, dated as of January 3, 1996, among (Note 12)
Tuboscope Vetco International Corporation, D.O.S. Ltd.,
D.O.S. Partners, L.P., Panmell (Holdings), Ltd. And Zink
Industries Limited.
10(w) Voting Agreement, dated as of January 3, 1996, among (Note 12)
D.O.S. Ltd., Brentwood Associates IV, L.P. and Baker
Hughes Incorporated.
10(x) Form of Amended and Restated Executive Agreement. (Note 13)
10(y) Master Lease Agreement, dated December 18, 1995, between (Note 13)
the Company and Heller Financial Leasing, Inc.
10(z) 1996 Equity Participation Plan. (Note 17)
10(aa) D.O.S. Ltd. 1993 Stock Option Plan. (Note 18)
10(bb) Agreement and Plan of Merger dated as of March 7, 1997 by (Note 20)
and among Tuboscope Vetco International Corporation, FGS
Acquisition Corp. and Fiber Glass Systems Inc.
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION NOTE NO.
------- ----------- ----------
<C> <S> <C>
21 Subsidiaries Exhibit 21
23 Consent of Ernst & Young LLP Exhibit 23
27 Financial Data. Exhibit 27
</TABLE>
- --------
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 10-Q 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.
Note 12 Previously filed in the Company's Current Report on Form 8-K filed on
January 16, 1996 and incorporated by reference herein pursuant to Rule
12b-32 of the Exchange Act.
Note 13 Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 and incorporated by reference
herein pursuant to Rule 12b-32 of the Exchange Act.
Note 14 Previously filed in the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996 and incorporated by reference herein
pursuant to Rule 12b-32 of the Exchange Act.
Note 15 Previously filed in the Company's Current Report on Form 8-K filed on
June 14, 1996, as amended by Amendment No. 1 on Form 8-K/A filed on
August 2, 1996, and incorporated by reference herein pursuant to Rule
12b-32 of the Exchange Act.
Note 16 Previously filed in the Company's Current Report on Form 8-K filed on
October 7, 1996, as amended by Amendment No. 1 filed on November 12,
1996, and incorporated by reference herein pursuant to Rule 12b-32 of
the Exchange Act.
Note 17 Previously filed by the Company in Registration No. 333-05233 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 18 Previously filed by the Company in Registration No. 333-05237 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 19 Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated by reference
herein pursuant to rule 12b-32 of the Exchange Act.
Note 20 Previously filed in the Company's current report on Form 8-K filed on
March 19, 1997, as amended by Amendment No. 1 filed on May 7, 1997,
and incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 21 Previously filed by the Company as Appendix E in Registration No. 333-
01869 and incorporated by reference herein pursuant to Rule 12b-32 of
the Exchange Act.
Note 22 Previously filed in the Company's Proxy Statement for the 1997 Annual
Meeting of Stockholders and incorporated by reference herein pursuant
to Rule 12b-32 of the Exchange Act.
33
<PAGE>
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.
/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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ L.E. Simmons Chairman of the February 5, 1998
- ----------------------------------- Board
L.E. Simmons
/s/ John F. Lauletta Director, President February 5, 1998
- ----------------------------------- and Chief Executive
John F. Lauletta Officer (Principal
Executive Officer)
/s/ Joseph C. Winkler Executive Vice February 5, 1998
- ----------------------------------- President, Chief
Joseph C. Winkler Financial Officer and
Treasurer (Principal
Financial and
Accounting Officer)
/s/ Martin I. Greenberg Vice President, February 5, 1998
- ----------------------------------- Controller,
Martin I. Greenberg Assistant Treasurer
and Assistant
Secretary
/s/ Jerome R. Baier Director February 5, 1998
- -----------------------------------
Jerome R. Baier
/s/ Eric L. Mattson Director February 5, 1998
- -----------------------------------
Eric L. Mattson
/s/ Martin R. Reid Director February 5, 1998
- -----------------------------------
Martin R. Reid
/s/ Douglas E. Swanson Director February 5, 1998
- -----------------------------------
Douglas E. Swanson
</TABLE>
34
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tuboscope Inc.
We have audited the accompanying consolidated balance sheets of Tuboscope
Inc. as of December 31, 1997 and 1996 and the related consolidated statements
of operations, common stockholders' equity and redeemable preferred stock, and
cash flows for each of the three years in the period ended December 31, 1997.
Our audits also included the financial statement schedules listed in the Index
at Item 14(a). These financial statements and schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Tuboscope Inc. at December 31, 1997 and 1996, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.
As discussed in Note 2 to the consolidated financial statements, the Company
changed its method of accounting for the impairment of long-lived assets in
1996.
ERNST & YOUNG LLP
Houston, Texas
February 4, 1998
F-1
<PAGE>
TUBOSCOPE INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
ASSETS 1997 1996
------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents.......................... $ 12,593 $ 10,407
Accounts receivable, net........................... 144,067 96,083
Inventory, net..................................... 78,317 47,170
Deferred income taxes.............................. 984 776
Prepaid expenses and other......................... 11,755 11,797
-------- --------
Total current assets............................. 247,716 166,233
-------- --------
Property and equipment:
Land, buildings and leasehold improvements......... 79,581 73,499
Operating equipment and equipment leased to
customers......................................... 208,052 167,440
Accumulated depreciation and amortization.......... (77,072) (59,559)
-------- --------
Net property and equipment....................... 210,561 181,380
Identified intangibles, net.......................... 23,315 22,583
Goodwill, net........................................ 202,301 132,125
Other assets, net.................................... 2,274 2,844
-------- --------
Total assets..................................... $686,167 $505,165
======== ========
<CAPTION>
LIABILITIES AND EQUITY
----------------------
<S> <C> <C>
Current liabilities:
Accounts payable................................... $ 43,350 $ 28,896
Accrued liabilities................................ 76,596 41,554
Income taxes payable............................... 15,902 4,876
Current portion of long-term debt and short-term
borrowings........................................ 30,574 16,514
-------- --------
Total current liabilities........................ 166,422 91,840
Long-term debt....................................... 187,803 168,229
Pension liabilities.................................. 8,916 9,846
Deferred taxes payable............................... 22,239 15,364
Other liabilities.................................... 754 984
-------- --------
Total liabilities................................ 386,134 286,263
-------- --------
Common stockholders' equity:
Common stock, $.01 par value, 60,000,000 shares au-
thorized, 44,235,591 shares issued and outstanding
(41,612,495 at December 31, 1996)................... 442 416
Paid-in capital.................................... 294,402 261,932
Retained earnings (deficit)........................ 10,155 (42,949)
Cumulative translation adjustment.................. (4,966) (497)
-------- --------
Total common stockholders' equity................ 300,033 218,902
-------- --------
Total liabilities and equity..................... $686,167 $505,165
======== ========
</TABLE>
See accompanying notes.
F-2
<PAGE>
TUBOSCOPE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
(IN THOUSANDS, EXCEPT FOR SHARE
AND PER SHARE DATA)
<S> <C> <C> <C>
Revenue:
Sale of services and rental of equipment. $ 335,339 $ 248,415 $ 182,171
Sale of products......................... 189,892 93,016 7,844
---------- ---------- ----------
525,231 341,431 190,015
---------- ---------- ----------
Costs and expenses:
Cost of services sold and rental of
equipment............................... 236,510 183,101 132,799
Cost of products sold.................... 120,460 58,127 4,258
Amortization of goodwill................. 5,281 2,626 1,310
Selling, general and administrative...... 51,475 35,662 20,732
Research and engineering costs........... 10,580 6,595 3,456
Write-off of long-lived assets........... -- 63,061 --
Drexel transaction costs................. -- 11,306 --
Write-off of Italian operations.......... -- 2,234 --
---------- ---------- ----------
424,306 362,712 162,555
---------- ---------- ----------
Operating profit (loss).................... 100,925 (21,281) 27,460
Other expense (income):
Interest expense......................... 14,456 13,414 12,328
Interest income.......................... (331) (470) (210)
Foreign exchange (gains) losses.......... 69 (1,221) (440)
Minority interest........................ 629 741 652
Other, net............................... 1,153 1,243 (75)
---------- ---------- ----------
Income (loss) before income taxes and
extraordinary loss........................ 84,949 (34,988) 15,205
Provision for income taxes................. 31,845 8,238 6,386
---------- ---------- ----------
Income (loss) before extraordinary loss.... 53,104 (43,226) 8,819
Extraordinary loss, net of income tax
benefits of $3,431,000 in 1996............ -- (6,373) --
---------- ---------- ----------
Net income (loss).......................... 53,104 (49,599) 8,819
Dividends applicable to preferred stock.... -- -- 700
---------- ---------- ----------
Net income (loss) applicable to common
stock..................................... $ 53,104 $ (49,599) $ 8,119
========== ========== ==========
Basic earnings (loss) per common share:
Income (loss) before extraordinary item.. $ 1.22 $ (1.17) $ 0.44
Extraordinary loss....................... -- (.17) --
---------- ---------- ----------
Net income (loss) per common share....... $ 1.22 $ (1.35) $ 0.44
========== ========== ==========
Dilutive earnings (loss) per common share:
Income (loss) before extraordinary item.. $ 1.14 $ (1.17) $ 0.44
Extraordinary loss....................... -- (.17) --
---------- ---------- ----------
Net income (loss) per common share-
assuming dilution....................... $ 1.14 $ (1.35) $ 0.44
========== ========== ==========
Weighted average number of common shares
outstanding:
Basic.................................... 43,575,458 36,809,126 18,530,338
========== ========== ==========
Dilutive................................. 46,946,432 36,809,126 18,530,338
========== ========== ==========
</TABLE>
See accompanying notes.
F-3
<PAGE>
TUBOSCOPE INC.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
AND REDEEMABLE PREFERRED STOCK
<TABLE>
<CAPTION>
COMMON
STOCK RETAINED CUMULATIVE REDEEMABLE
$.01 PAID-IN EARNINGS TRANSLATION PREFERRED
PAR CAPITAL (DEFICIT) ADJUSTMENT STOCK
------ -------- --------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994.... $184 $115,982 $ (1,469) $(1,273) $ 10,175
Common stock issued, 71,171
shares at an average price
of $5.59 per share......... 1 397 -- -- --
Dividends paid during 1995
($5.25 per share for Series
A Convertible Preferred
Stock), net of December 31,
1994 accrual............... -- -- (525) -- (175)
Dividends accrued at
December 31, 1995, ($1.75
per share for Series A
Convertible Preferred
Stock)..................... -- -- (175) -- 175
Net Income.................. -- -- 8,819 -- --
Translation adjustment...... -- -- -- (500) --
---- -------- -------- ------- --------
Balance, December 31, 1995.... 185 116,379 6,650 (1,773) 10,175
Common stock issued, 661,697
shares at an average price
of $6.86 per share......... 7 4,534 -- -- --
Common stock issued,
4,200,000 shares and
warrants to purchase
2,533,000 shares of common
stock for net proceeds of
$29,100,000................ 42 29,058 -- -- --
Common stock issued in
merger with Drexel,
16,704,723 shares at $6.00
per share and 962,915
options assumed............ 167 101,976 -- -- --
Common stock issued,
1,500,000 shares in
exchange for outstanding
Series A Convertible
Preferred Stock and
warrants to purchase
1,250,000 shares of common
stock...................... 15 9,985 -- -- (10,000)
Dividends paid during 1996
($1.75 per share for Series
A Convertible Preferred
Stock)..................... -- -- -- -- (175)
Net Loss.................... -- -- (49,599) -- --
Translation adjustment...... -- -- -- 1,276 --
---- -------- -------- ------- --------
Balance, December 31, 1996.... 416 261,932 (42,949) (497) --
Common stock issued, 124,766
shares in exchange for
outstanding debt of
$1,871,490................. 1 1,870 -- -- --
Common stock issued, 820,698
shares at an average price
of $6.71 per share......... 8 5,499 -- -- --
Common stock issued in
acquisition of Fiber Glass
Systems Inc., 1,689,542
shares at $13.00 per share. 17 21,947 -- -- --
Tax benefit of options
exercised.................. -- 3,154 -- -- --
Net Income.................. -- -- 53,104 -- --
Translation adjustment...... -- -- -- (4,469) --
---- -------- -------- ------- --------
Balance, December 31, 1997.... $442 $294,402 $ 10,155 $(4,966) $ --
==== ======== ======== ======= ========
</TABLE>
See accompanying notes.
F-4
<PAGE>
TUBOSCOPE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1997 1996 1995
-------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................... $ 53,104 $ (49,599) $ 8,819
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization............... 26,110 17,606 15,037
Compensation related to employee 401(K)
plan....................................... 676 229 239
Provision (recovery) for losses on accounts
receivable................................. 2,421 628 (272)
Provision (recovery) for losses on
inventory.................................. 1,996 329 (275)
Write-off of long-lived assets.............. -- 63,061 --
Write-off of unamortized debt fees.......... -- 2,231 --
Provision (benefit) for deferred income
taxes...................................... 5,976 (4,894) 3,057
Pension amortization benefit................ (352) (485) (315)
Changes in current assets and liabilities,
net of effects from various acquisitions:
Accounts receivable....................... (39,339) (4,374) (731)
Inventory................................. (27,118) (2,163) (1,658)
Prepaid expenses and other................ 256 (4,373) (762)
Accounts payable, accrued liabilities and
other.................................... 11,319 (7,671) (2,594)
Federal and foreign income taxes payable.. 11,819 (424) 158
Pension liabilities....................... (578) 462 878
-------- --------- --------
Net cash provided by operating activities... 46,290 10,563 21,581
-------- --------- --------
Cash flows used for investing activities:
Capital expenditures.......................... (35,190) (18,681) (7,645)
Proceeds from sale-leaseback transactions..... -- 2,973 12,500
Business acquisitions, net of cash acquired... (36,856) (43,236) (5,373)
Other......................................... (963) (1,513) (566)
-------- --------- --------
Net cash used for investing activities...... (73,009) (60,457) (1,084)
-------- --------- --------
Cash flows provided by (used for) financing
activities:
Borrowings under financing agreements, net.... 60,567 175,090 1,844
Principal payments under financing agreements. (36,428) (157,244) (20,825)
Cash received in Drexel merger................ -- 2,101 --
Debt issuance costs........................... -- (785) (95)
Purchase of foreign currency options.......... -- -- (258)
Dividends paid on Redeemable Series A
Convertible Preferred Stock.................. -- (175) (700)
Issuance of common stock under employee stock
plan......................................... 479 128 125
Net proceeds from sale of common stock........ 4,351 31,350 34
-------- --------- --------
Net cash provided by (used for) financing
activities................................. 28,969 50,465 (19,875)
-------- --------- --------
Effect of exchange rate changes on cash......... (64) 442 241
-------- --------- --------
Net increase in cash and cash equivalents....... 2,186 1,013 863
Cash and cash equivalents:
Beginning of period........................... 10,407 9,394 8,531
-------- --------- --------
End of period................................. $ 12,593 $ 10,407 $ 9,394
======== ========= ========
</TABLE>
See accompanying notes.
F-5
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND RISK FACTORS
On April 24, 1996, pursuant to an Agreement and Plan of Merger dated January
3, 1996, the merger of Tuboscope Inc. (the Company) and D.O.S. Ltd. (Drexel)
was consummated (the "Drexel Merger"). The Merger represented the combination
of the largest provider of oilfield-related inspection and coating services in
the world with the world's leading provider of solids control equipment and
services to the oil and natural gas industry and coiled tubing units and
related pressure control equipment to oilfield service companies.
The Company is primarily engaged in the inspection and coating of oil
country tubular goods (drill pipe, line pipe, casing and tubing), the in-place
inspection of oil and gas pipelines, the rental and sale of solids control
equipment and services, and the sale of coiled tubing and pressure control
equipment. All of these services and equipment are sold primarily to the oil
and gas industry. Demand for the Company's inspection services is based, in
part, on the relatively low cost of such services compared to the potential
cost to a customer of the failure of a tubular or pipeline segment. Demand for
the Company's coating services is based on the economic benefits of extending
the life of existing tubulars, reducing the frequency of well workovers, and
reducing interruptions in services and increasing the hydraulic efficiency of
the wells. The Company's Solids Control operations help reduce drilling costs
and minimize the environmental impact of drilling operations by removing rock
cuttings and other solid contaminants from the fluids used in drilling
operations. Coiled tubing equipment provides several economic benefits in oil
and gas workover operations versus conventional techniques, including quicker
service time and the continuous production of the well. Overall, the Company's
results depend to a large extent upon the level of worldwide oil drilling and
production activity, the price of oil and gas, and worldwide oil and gas
inventory levels.
The Company operates in over 54 countries in North America, Latin America,
Europe, Africa, the Middle East, and the Far East. Approximately 51% of the
Company's 1997 revenue was earned outside of North America, and as a result,
the Company's operations are subject to the risks normally associated with
conducting business in foreign countries, including uncertain political and
economic environments, which may limit or disrupt markets, restrict the
movements of funds or result in the deprivation of contract rights or the
taking of property without compensation.
In addition, the Company has significant international customer
concentrations in such countries as Saudi Arabia, Venezuela, Colombia,
Argentina, Indonesia, and Thailand whose spending can be volatile based on oil
price changes, the political environment, and delays in the government budget.
Adverse changes in individual circumstances can have a significant negative
impact on the financial performance of the Company.
The Company's common stock became listed on the New York Stock Exchange
under the symbol "TBI" on September 9, 1997. Prior to that date, the Company
was listed on the Nasdaq Stock Market.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All intercompany accounts and
transactions have been eliminated.
Revenue recognition
The Company recognizes revenue when goods are shipped or when services are
rendered. On large equipment sales which have multiple completion stages and
where the collection of payment is assured, the Company recognizes revenue
under the percentage of completion method.
F-6
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Cash and cash equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Accounts receivable
Accounts receivable are net of allowances for doubtful accounts of
approximately $3,560,000, and $2,382,000 in 1997 and 1996, respectively.
Inventory
The Company maintains inventory consisting of equipment components,
subassemblies and expendable parts required to manufacture and support its
tubular inspection equipment, coating facilities, solids control operations,
and coiled tubing/pressure control operations. Equipment under production for
specific sale and lease contracts is also included in equipment components and
parts. Expendable parts are charged to maintenance or supply expense as used.
Components and parts maintained at outlying coating and inspection facilities
are generally not inventoried and are expensed upon issuance. Rehabilitated
equipment and parts are restored to inventory at their net rehabilitation
cost.
Inventory is stated at the lower of cost, as determined by the weighted
moving average method, or market. At December 31, inventory consists of the
following (in thousands):
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Components, subassemblies and expendable parts............. $52,354 $42,689
Equipment under production................................. 34,484 13,475
Inventory reserve.......................................... (8,521) (8,994)
------- -------
Inventory, net........................................... $78,317 $47,170
======= =======
</TABLE>
Property and equipment
Property and equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives for financial reporting
purposes and generally by the accelerated or modified accelerated costs
recovery systems for income tax reporting purposes. Estimated useful lives are
33 years for buildings and 5-12 years for machinery and equipment. The cost of
repairs and maintenance is charged to income as incurred. Major repairs and
improvements are capitalized and depreciated over the remaining useful life of
the asset. The depreciation of fixed assets recorded under capital lease
agreements is included in depreciation expense. Property and equipment
depreciation expense was $19,142,000, $13,118,000, and $10,515,000 for
December 31, 1997, 1996, and 1995, respectively.
Identified intangibles
Identified intangibles are being amortized on a straight-line basis, over
estimated useful lives between 5 and 40 years, and are presented net of
accumulated amortization of approximately $9,998,000 and $9,059,000 at
December 31, 1997 and 1996, respectively. Identified intangibles consist
primarily of technology, patents, trademarks, license agreements, existing
service contracts and covenants not to compete.
Goodwill
Goodwill represents the excess of the purchase price over the fair market
value of the net assets acquired (See Note 3). Such excess costs are being
amortized on a straight-line basis over lives ranging from ten to forty years
depending on the estimated economic life. Accumulated amortization at December
31, 1997 and 1996 was approximately $13,052,000 and $7,771,000 respectively.
F-7
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Long-Lived Assets
In 1996, the Company adopted SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" (SFAS No. 121).
Impairment losses are recognized when indicators of impairment are present and
the estimated discounted cash flows are not sufficient to recover the asset's
carrying amount. Assets held for disposal are measured at the lower of
carrying value or estimated fair value less costs to sell.
Write-Off of Long-Lived Assets
During the first quarter 1996, the Company recorded a write-off of long-
lived assets of $63,061,000 including a writedown of approximately $50,761,000
associated with the Company's adoption of SFAS No. 121 and a decision by
management to sell certain assets, primarily as a result of the Drexel Merger,
which resulted in additional write-downs of approximately $12,300,000.
Accounting for income taxes
Deferred income taxes are recognized for the tax effects of temporary
differences between the financial reported carrying amounts of assets and
liabilities and the income tax amounts.
Derivative Financial Instruments
The Company is not a trader in financial instruments. On occasion, the
Company utilizes various derivative financial instruments, including interest
rate caps, interest rate swap transactions and options to manage its exposure
to interest rate risk and currency fluctuations associated with specific
liabilities and assets, principally debt. Substantially all of the Company's
financial instruments are interest rate transactions. Interest rate swap
transactions involve the receipt of fixed rate interest payments for floating
rate amounts without an exchange of the underlying notional amount.
The Company's objectives for using swap transactions on its debt are to
effectively convert a portion of its floating rate term loans to a fixed rate
and to hedge against the risk of rising interest rates. Expenses associated
with interest rate caps and swap transactions are deferred and recognized as a
component of interest expense over the term of the agreement. At December 31,
1997, the Company had an interest rate cap and various swap transactions in
place (see Note 6).
As a result of having sales and purchases denominated in currencies other
than functional currencies used by the Company's foreign subsidiaries, the
Company is exposed to the effect of foreign exchange rate fluctuations. To the
extent possible, the Company has natural hedges to minimize the effect of rate
fluctuations. When natural hedges are not sufficient, generally it is the
Company's policy to enter into forward foreign exchange contracts to hedge
significant transactions for periods consistent with the underlying risk. The
Company does not engage in foreign exchange speculation. While forward
contracts affect the Company's results of operations, they do not subject the
Company to uncertainty from exchange rate movements, because gains and losses
on these contracts offset losses and gains on the transactions being hedged.
At December 31, 1997 the Company had no forward foreign exchange contracts
outstanding.
The fair value of the Company's financial instruments which includes cash,
accounts receivable, short-term borrowings, and long-term debt, approximates
their carrying amounts.
Foreign exchange rates
Revenue and expenses for foreign operations have been translated into U.S.
dollars using average exchange rates and reflect currency exchange gains and
losses resulting from transactions conducted in other than local currencies.
F-8
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The assets and liabilities of certain foreign subsidiaries are translated at
current exchange rates and the related translation adjustments are recorded
directly in stockholders equity. For subsidiaries which operate in countries
which have highly inflationary economies, certain assets are translated at
historical exchange rates and all translation adjustments are reflected in the
statements of operations.
Stock Based Compensation
The Company is permitted to recognize compensation cost related to its stock
based employee compensation plans using either the intrinsic value method or
the fair value method. The Company has elected to continue to use the
intrinsic value method in accounting for its stock based employee compensation
plans, and accordingly, compensation cost for stock options is recognized over
the vesting period only to the extent the market price exceeds the exercise
price on the date of grant.
Earnings per common share
The computation of earnings per common share is based on SFAS No. 128,
"Earnings per Share" (SFAS No. 128), which was issued by the Financial
Accounting Standards Board in 1997. The statement, which was effective for
fiscal years ending after December 15, 1997, replaces the presentation of
primary and fully diluted earnings per common share with a presentation of
basic and diluted earnings per common share. Basic earnings per common share
is computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period. The
Company's diluted earnings per common share is calculated by adjusting the
income available to common stockholders for after-tax interest expense on
convertible debt ($219,000 in 1997 and $0 in 1996 and 1995) and dividing that
number by the weighted average number of common shares plus shares which would
be assumed outstanding assuming conversion of convertible debt, vested stock
options and outstanding stock warrants under the treasury stock method, and
shares to be issued pursuant to earnout provisions. Results for 1996 and 1995
have been restated to be consistent with the 1997 presentation.
Reclassification of prior year amounts
Certain reclassifications of 1996 and 1995 amounts have been made to conform
to the 1997 financial statement presentation.
Use of estimates in the preparation of financial statements
The consolidated financial statements and related notes, which have been
prepared in conformity with generally accepted accounting principles, require
the use of management estimates. Actual results could differ from these
estimates.
F-9
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
3. ACQUISITIONS
During 1996, the Company began to implement its strategy of executing
consolidating acquisitions and adding related strategic products and services
by completing seven acquisitions, including the Drexel Merger. In 1997, the
Company continued its strategic plan by completing ten acquisitions and two
equity investments.
Each of the acquisitions was accounted for using the purchase method of
accounting and, accordingly, the results of operations of each business is
included in the consolidated results of operations from the date of
acquisition. A summary of the acquisitions follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- --------- -------
<S> <C> <C> <C>
Fair value of assets acquired.................. $103,083 $ 257,938 $ 6,373
Cash paid...................................... (36,856) (43,890) (5,373)
Common stock issued in Drexel Merger........... -- (102,143) --
Common stock issued in other acquisitions...... (21,964) (1,935) --
-------- --------- -------
Liabilities assumed and debt issued.......... $ 44,263 $ 109,970 $ 1,000
======== ========= =======
</TABLE>
The purchase price of the fiscal 1997 acquisitions exceeded the preliminary
allocation of the fair value of assets acquired by $66,449,000. The purchase
price of the fiscal 1996 acquisitions exceeded the allocation of the fair
value of assets acquired by $105,185,000, principally as a result of the
Drexel Merger.
The following unaudited pro forma information presents a summary of the
consolidated results of operations of the Company as if these acquisitions had
occurred at the beginning of 1996. The pro forma information includes certain
adjustments which give effect to amortization of goodwill, interest expense on
acquisition debt and other adjustments, together with related income tax
effects. The pro forma financial information is not necessarily indicative of
the results of operations as they would have been had the transactions been
effected at the beginning of 1996.
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Revenue.................................................. $559,213 $479,458
Income (loss) before extraordinary loss.................. $ 55,145 $(36,358)
Net income (loss)........................................ $ 55,145 $(42,731)
Earnings (loss) per share................................ $ 1.17 $ (0.96)
</TABLE>
Excluding the write-off of long-lived assets, the write-off of Italian
operations, the Drexel transaction costs, and the extraordinary loss, pro
forma net income would have been $32,244,000 and pro forma earnings per share
would have been $0.72 in 1996.
A discussion of the significant acquisitions follows for each of the
respective years:
Fiscal 1997
On March 7, 1997, the Company acquired Fiber Glass Systems, Inc. ("FGS"), a
manufacturer of premium fiberglass tubulars used in corrosive oilfield
applications, for an aggregate purchase price of $32,668,270. The purchase
price includes 1,689,542 shares of Common Stock of the Company valued at
$13.00 per share and $906,869 in cash. Approximately $9.8 million of the
purchase price was accrued at December 31, 1997, and such payment is expected
to be made substantially in common stock in the first half of 1998. The
Company also assumed debt of $5,250,000 as part of the acquisition of FGS.
In addition to the acquisition of FGS, the Company completed ten additional
acquisitions and two equity investments for an aggregate purchase price of
$48,675,000 consisting of cash of $35,949,000, notes payable of $4,276,000 and
accrued cash payments of $8,450,000. In addition, the Company assumed debt of
$1,989,000 as part of these acquisitions.
F-10
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Fiscal 1996
During 1996, the Company executed seven acquisitions, including the Drexel
Merger. Upon consummation of the Drexel Merger, the Company issued 16,704,723
shares of Company Common Stock valued at $102,143,000. In addition, the
Company sold to SCF-III, L.P., a Delaware limited partnership ("SCF"),
4,200,000 shares of Company Common Stock and warrants to purchase 2,533,000
shares of Company Common Stock at an exercise price of $10 per share expiring
on December 31, 2000, for an aggregate purchase price of $31,000,000 (net
proceeds of $29,100,000). Also in connection with the Drexel Merger, Baker
Hughes Incorporated ("Baker Hughes") exchanged all of its 100,000 shares of
Series A Convertible Preferred Stock, par value $.01 per share, of the Company
for 1,500,000 shares of Company Common Stock and warrants to purchase
1,250,000 shares of Company Common Stock at an exercise price of $10 per share
expiring on December 31, 2000. In connection with the Drexel Merger, the
Company recorded $11,306,000 of transaction costs, including severance costs
of former executive officers and consolidation costs of personnel and
facilities.
The Company completed seven additional acquisitions in 1996 for total
consideration of $53,312,000. The consideration included cash of $43,236,000
notes payable of $8,141,000 and 129,967 shares of Company Common Stock valued
at $1,935,000. In addition, the Company assumed debt of $7,493,000 as part of
these acquisitions.
Fiscal 1995
In September 1995, the Company acquired the assets and operations of its
former agent in Argentina for $6,131,000 in cash and the assumption of
$242,000 in debt. The assets purchased included inspection equipment used in
the inspection of oil country tubular goods, sucker rod inspection technology,
and covenant not to compete agreements with the former owners.
4. ACCRUED LIABILITIES
At December 31, accrued liabilities consist of the following (in thousands):
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Compensation................................................ $14,580 $13,466
Insurance................................................... 4,678 4,211
Real estate, sales and other taxes.......................... 4,045 3,346
Payable to sellers for acquisitions......................... 18,247 --
Other....................................................... 35,046 20,531
------- -------
$76,596 $41,554
======= =======
</TABLE>
5. INCOME TAXES
The components of income (loss) before income taxes and extraordinary loss
consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1997 1996 1995
------- -------- -------
<S> <C> <C> <C>
Domestic.......................................... $52,769 $(54,022) $(2,610)
Foreign........................................... 32,180 19,034 17,815
------- -------- -------
$84,949 $(34,988) $15,205
======= ======== =======
</TABLE>
Such income is inclusive of various intercorporate eliminations of income or
expense items, such as royalties, interest and similar items that are taxable
or deductible in the respective locations. Such income is also inclusive of
export sales by domestic locations. Therefore, the relationship of domestic
and foreign taxes to reported domestic and foreign income is not
representative of actual effective tax rates.
F-11
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The provision (benefit) for income taxes before extraordinary loss consists
of the following at December 31 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Current provision:
Domestic......................................... $15,996 $ 4,034 $ 2,179
Foreign.......................................... 9,873 9,098 1,150
------- ------- -------
Total current provision........................ 25,869 13,132 3,329
------- ------- -------
Deferred provision (benefit):
Domestic......................................... 934 (5,492) (2,481)
Foreign.......................................... 5,042 598 5,538
------- ------- -------
Total deferred provision (benefit)............. 5,976 (4,894) 3,057
------- ------- -------
Total provision................................ $31,845 $ 8,238 $ 6,386
======= ======= =======
</TABLE>
In 1996 the Company recorded a current tax benefit of $3,431,000 related to
the extraordinary loss of $9,804,000. The reconciliation of the expected to
the computed tax provision (benefit) is as follows at December 31 (in
thousands):
<TABLE>
<CAPTION>
1997 1996 1995
------- -------- ------
<S> <C> <C> <C>
Tax expense (benefit) at federal statutory rate... $29,732 $(12,246) $5,322
Incremental effect of foreign operations.......... 1,582 3,729 163
Nondeductible goodwill amortization............... 1,004 591 266
Nondeductible write-off of long-lived assets and
Drexel transaction costs......................... -- 16,071 --
State income taxes, net of federal benefit........ 228 130 33
Other, net........................................ (701) (37) 602
------- -------- ------
$31,845 $ 8,238 $6,386
======= ======== ======
</TABLE>
F-12
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Gross deferred tax assets:
Receivables......................................... $ 4,567 $ --
Domestic and foreign net operating losses........... 1,997 3,276
Accrued liabilities and other reserves.............. 2,310 3,104
Inventory reserves.................................. 3,055 2,791
Other deferred tax assets........................... 527 1,056
-------- --------
Subtotal gross deferred tax assets................ 12,456 10,227
Valuation allowance................................. (1,651) (1,171)
-------- --------
Net deferred tax assets............................... 10,805 9,056
-------- --------
Gross deferred tax liabilities:
Property and equipment.............................. (17,194) (15,012)
Intangible assets................................... (1,112) (1,015)
Reserve for foreign earnings........................ (6,500) (4,402)
Pension liability................................... (1,142) (1,290)
All other........................................... (6,112) (1,925)
-------- --------
Gross deferred tax liabilities........................ (32,060) (23,644)
-------- --------
Total net deferred tax liability...................... $ 21,255 $ 14,588
======== ========
</TABLE>
The total net deferred tax liability is comprised of $984,000 of net current
tax assets and $22,239,000 net noncurrent deferred tax liabilities.
The Company has undistributed earnings of foreign subsidiaries, as
calculated under the laws of the jurisdiction in which the foreign subsidiary
is located, of approximately $41,754,000 at December 31, 1997. If such
earnings were repatriated, foreign withholding taxes of approximately
$2,370,000 would result. The Company has already recognized and provided
federal income taxes related to the majority of these earnings of its foreign
subsidiaries. It is not practical to determine the amount of federal income
taxes, if any, that might become due in the event that the balance of such
earnings were to be distributed.
At December 31, 1997 the Company has $2,188,000 of domestic net operating
losses which will be carried forward and will expire between 2007 and 2011.
The Company also has approximately $3,372,000 of foreign net operating loss
carryforwards.
The Company has a valuation allowance of $1,651,000 against these net
operating losses as the Company believes that the corresponding deferred tax
asset may not be fully realizable. The Company's valuation allowance for these
loss carryforwards increased from $1,171,000 at December 31, 1996 to
$1,651,000 at December 31, 1997. This increase is principally related to
current year net operating losses.
The Company is currently engaged in tax audits and appeals in various tax
jurisdictions. The years covered by each audit or appeal vary considerably
among legal entities. Assessments, if any, are not expected to have a material
adverse effect on the financial statements.
F-13
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. LONG-TERM DEBT
At December 31, long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
$130,000,000 Term Notes payable to lenders, interest at
6.625% at December 31, 1997. Principal and interest payable
as described below through August 6, 2002................... $115,282 $130,000
$100,000,000 Revolving Facility expiring August 6, 2001.
Interest ranging from 6.5% to 6.625% at December 31, 1997
payable as described below.................................. 79,020 28,520
$5,000,000 Unsecured convertible subordinated Promissory
Notes, interest at 7.0%. Principal and interest payable
beginning January 31, 1998 and each January 31 thereafter
through January 31, 2002.................................... 5,000 5,000
$5,000,000 Swingline Facility expiring August 6, 2001.
Interest of 8.5% at December 31, 1997 payable as described
below....................................................... 2,500 3,000
Other........................................................ 16,575 18,223
-------- --------
Total debt................................................... 218,377 184,743
Less: Current maturities..................................... 30,574 16,514
-------- --------
Long-term debt due after one year.......................... $187,803 $168,229
======== ========
</TABLE>
Principal payments of long-term debt for years subsequent to 1998 are as
follows (in thousands):
<TABLE>
<S> <C>
1999.................................................. $ 29,527
2000.................................................. 30,337
2001.................................................. 113,333
2002.................................................. 12,532
Thereafter............................................ 2,074
--------
$187,803
========
</TABLE>
On August 6, 1996, the Company's principal subsidiaries entered into a new
Senior Credit Agreement (the "Credit Agreement") with a group of participating
lenders. The agreement included a $130,000,000 advance/term loan facility
("term loans") due over six years, a $100,000,000 revolving credit facility
("revolving loans") due over five years, and a $5,000,000 agent swingline
facility due over six years. These obligations are guaranteed by the Company
and listed subsidiaries of the Company, and secured by the stock pledge of
listed subsidiaries of the Company. Proceeds from these loans were used to
retire the debt balances outstanding under the previous senior credit
agreement, to finance growth and acquisitions, and to retire in the fourth
quarter 1996 the $75,000,000 10 3/4% Senior Subordinated Notes ("the Notes")
of the Company. In connection with the retirement of the Notes, the Company
recorded a before tax extraordinary charge of approximately $9,804,000
($6,373,000 after tax), consisting of $2,231,000 of unamortized debt cost and
$7,573,000 of premium and other cash costs paid on redemption.
The revolving loans and the swingline facility may be repaid in whole or in
part, at any time prior to August 6, 2001. At December 31, 1997 the Company
had outstanding letters of credit amounting to approximately $4,494,400 and an
available facility of approximately $16,485,600 on the $100,000,000 revolving
line of credit. Outstanding letters of credit on the Swingline were
approximately $1,236,202 and availability under the facility was $1,263,798.
The outstanding balance on the term loans became fixed on June 30, 1997. The
term loan facility requires quarterly installments through August 6, 2002.
Mandatory prepayment is required when the Company generates excess cash flow
as defined, or upon transfer of certain assets. An excess cash flow payment of
$4,968,000 was made on December 31, 1997.
F-14
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Interest rates for the revolving and term loans, at the option of the
Company, are stated in either the lenders announced fluctuating commercial
base rate or a Eurodollar rate plus an applicable margin ranging from 0.450%
to 0.875%. Commitment fees on the unused revolving and term loan balances
range from 0.175% to 0.375%. Interest is payable on all notes at calendar
quarter end for base rate borrowing and on the earlier of the interest period
or three months from inception for LIBOR rate borrowings. The credit agreement
requires interest rate protection agreements be maintained on at least 50% of
the term loan outstanding balance, for not less than three years.
The Company actively monitors its interest rate exposure by entering into
interest rate swap, cap, floor, and collar agreements to reduce the impact of
changes in interest rates on its floating rate debt. The Company entered into
two interest rate swap transactions on October 31, 1996 in notional amounts of
$25,000,000 each ("Swap1"), effective February 13, 1997, and expiring February
13, 1999, with the issuer (ABN Amro Bank N.V. for one swap and The Chase
Manhattan Bank, the other) ("the counterparties") having the option to extend
the termination date to February 13, 2000. In addition, on December 27, 1996
the Company entered into two additional swap transactions with the same
counterparties with notional amounts of $20,000,000 each, ("Swap2"), effective
February 13, 1997 and expiring February 14, 2000. The Company also entered
into a $40,000,000 zero cost collar agreement with ABN Bank N.V. on May 14,
1997.
The swap transactions and collar are used to hedge $130,000,000 of the
Company's variable interest rate risk. Swap 1 sets a fixed rate of 5.82% for
the swap transaction with ABN Amro and 5.81% for the swap transaction with the
Chase Manhattan Bank. Swap 2 sets a fixed rate for both swap transactions at
6.14%. The total interest rate for the Company will include the fixed rate for
all swap transactions plus a margin as defined in the term loan agreement. The
counterparties to the contract will pay the Company based on USD-LIBOR-BBA at
the set date (February 13, 1997), and this will be reset each six months until
termination. The swap transactions can be canceled by the Company paying a
cancellation fee based upon prevailing market conditions and remaining life of
the agreement.
The $40,000,000 Collar Agreement requires the counterparty to pay the
Company if Libor exceeds 7.77% at each six month reset period. The payment due
the Company is calculated by multiplying the notional amount by the portion of
the rate which is greater than 7.77%. If Libor is less than 5.95%, the Company
pays the counterparty the notional amount multiplied by the amount the rate is
less than 5.95% at the six month reset period. This effectively establishes a
Libor ceiling at 7.77% on $40,000,000 of the Company's variable rate debt.
The Company contracts with investment grade counterparties to these
contracts and monitors overall credit risk and exposure related to all
counterparties. The Company does not anticipate non-performance by any
counterparties and exposure is generally limited to any unrealized gains in
the contracts. Gains and losses on interest cap and swap transactions are
recognized as a component of interest expense in the same period as the
underlying transactions.
The estimated fair value (obtained through independent confirmation) of the
swap and collar transactions at December 31, 1997 were as follows (in
thousands):
<TABLE>
<CAPTION>
1997
--------------
NOTIONAL CARRYING FAIR
COUNTERPARTY AMOUNT AMOUNT VALUE
------------ -------- -------- -----
<S> <C> <C> <C>
ABN AMRO......................................... $25,000 -- $ (48)
ABN AMRO......................................... $20,000 -- $(102)
CHASE BANK....................................... $25,000 -- $ (43)
CHASE BANK....................................... $20,000 -- (104)
ABN AMRO......................................... $40,000 -- $(233)
</TABLE>
F-15
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Total debt includes $9,982,104 of promissory notes to former owners of
businesses acquired who remain employed by the Company.
The Credit Agreement restricts the Company from paying dividends on its
capital stock until all mandatory prepayments have been made from excess cash
flow (as defined in the Credit Agreement) and the total funded debt to capital
ratio (as defined in the Credit Agreement) is not greater than 40%. The
Company's total funded debt to capital ratio (calculated as defined under the
agreement) was 42.5% at December 31, 1997. The credit agreement also contains
financial covenants with respect to interest coverage ratio, total funded debt
to capital ratio, and a minimum net worth. The Company believes it is in
compliance with all covenants in the credit agreement at December 31, 1997.
Subsequent to December 31, 1997, the Company reached an agreement in
principle to amend the Credit Agreement with a group of participating lenders.
The Credit Agreement, as amended, will rank pari passu with all existing and
future senior unsecured obligations of the Company. The agreement, as amended,
will include a $130,000,000 advance/term loan facility due over six years, a
$100,000,000 revolving credit facility due over five years and a $5,000,000
swingline facility due over five years. The Credit Agreement, as amended, will
be guaranteed by the Company's material United States subsidiaries. All
outstanding stock pledges of the Company's subsidiaries under the Credit
Agreement will be released in connection with the amendment to the Credit
Agreement, although the participating lenders under the amended agreement will
be able to request stock pledges from material direct foreign subsidiaries.
Under the Credit Agreement, as amended, unlike the current Credit Agreement,
the Company will not be required to make mandatory prepayments out of excess
cash flow.
The Company currently intends to issue approximately $100.0 million of
senior notes due 2008 ("Notes"). The Notes are expected to be fully and
unconditionally guaranteed, on a joint and several basis, by certain direct
wholly-owned subsidiaries of the Company (collectively "Guarantor
Subsidiaries" and individually "Guarantor"). Each of the guarantees is
expected to be an unsecured obligation of the Guarantor and will rank pari
passu with the guarantees provided by and the obligations of such Guarantor
Subsidiaries under the Bank Credit Facility and with all existing and future
unsecured indebtedness of such Guarantor for borrowed money that is not, by
its terms, expressly subordinated in right of payment to such guarantee. The
net proceeds from the issuance of the Notes are expected to be used by the
Company to repay indebtedness outstanding under the Company's Credit
Agreement, to finance future acquisitions and for working capital and general
corporate purposes. There can be no assurance that the Company will complete
an issuance of the Notes on the terms described above, or at all.
7. COMMON STOCKHOLDERS' EQUITY
A stockholder approved stock option plan reserves and authorizes the grant
of options to purchase up to 3,990,952 shares of common stock to officers and
key employees of the Company and 200,000 shares for non- employee members of
the Board of Directors. Prior to January 1, 1997, options granted were
generally exercisable in installments over five year periods. The options
granted in 1997 are exercisable in installments over three year periods
starting one year from the date of grant and generally expire ten years from
the date of grant.
F-16
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following summarizes options activity:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Shares under option at beginning of
year................................ 2,200,670 1,505,624 1,325,653
Drexel Merger grants................. -- 962,915 --
Granted.............................. 363,306 183,200 245,000
Canceled............................. (47,398) (3,339) (55,096)
Exercised............................ (748,732) (447,730) (9,933)
----------- ----------- -----------
Shares under option at end of year... 1,767,846 2,200,670 1,505,624
----------- ----------- -----------
Average price of outstanding options. $ 7.35 $ 5.71 $ 6.45
=========== =========== ===========
Price range of options outstanding... $.32-$28.75 $.32-$12.75 $.32-$6.875
=========== =========== ===========
Exercisable at end of year........... 887,171 1,412,732 772,374
=========== =========== ===========
Options available for grant at end of
year................................ 1,188,222 1,504,130 455,333
=========== =========== ===========
</TABLE>
Substantially all outstanding options were priced between $3.55 and $14.00
per share at December 31, 1997. The weighted average of the remaining
contractual life for the outstanding options at December 31, 1997 was 5.7
years. The weighted average fair value of options granted during 1997 and 1996
was $5.32 and $2.83, respectively. Assuming that the Company had accounted for
its stock-based employee compensation plans using the alternative fair value
method of accounting under SFAS No. 123, "Accounting for Stock-Based
Compensation" and amortized the fair value to expense over the options'
respective vesting periods, the Company's net income and earnings per share
would have been reduced to the pro forma amounts indicated below (in
thousands):
<TABLE>
<CAPTION>
1997 1996
------- --------
<S> <C> <C>
Net Income (loss):
As reported............................................. $53,104 $(49,599)
======= ========
Pro forma SFAS 123...................................... $52,663 $(49,909)
======= ========
Diluted Earnings (loss) per share:
As reported............................................. $ 1.14 $ (1.35)
======= ========
Pro forma SFAS 123...................................... $ 1.13 $ (1.36)
======= ========
</TABLE>
The fair value of each option grant was estimated on the date of grant using
a Black Scholes option pricing model with the following assumptions for 1997
and 1996, respectively; risk free interest rates of 5.5% for both years;
expected lives of contracts of 3 and 5 years; and volatility of 48.1 percent
and 47.1 percent.
At the 1993 Annual Meeting of Stockholders, the stockholders approved a
qualified stock purchase plan within the meaning of Section 423(b) of the
Internal Revenue Code of 1986. As part of such plan, a maximum of 100,000
shares of the Company's common stock was authorized to be sold. The plan was
activated in 1994, and 41,288, 20,042, and 24,179, shares were issued at an
average price of $11.58 per share, $6.37 per share, and $5.16 per share in
1997, 1996, and 1995, respectively.
In 1997 the Company established the Executive Stock Match Program (SMP) for
certain executive and key employees. Based on certain formulas, the Company
agreed to match stock ownership of these employees as of
F-17
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
June 30, 1997. The total shares to be matched were 342,327 shares with a value
of $6,805,461. This compensation cost is being amortized over the vesting life
associated with the plan of ten years. All matched stock will be held by the
Company until the earlier of 100% vesting by the employee, the expiration of
the SMP, or termination of employment from the Company. The matched stock will
also vest 100% due to a change in control of the Company.
8. RETIREMENT AND OTHER BENEFIT PLANS
On May 13, 1988, TVI adopted a defined contribution retirement plan, which
covers substantially all domestic employees. Employees may voluntarily
contribute up to 20% of compensation, as defined, to the plan. The
participants' contributions are matched in common stock by the Company up to a
maximum of 1 1/2% of compensation. Contributions were approximately $676,000
(31,915 shares at an average transfer price of $21.17), $229,000 (20,537
shares at an average transfer price of $11.13), and $239,000 (36,680 shares at
an average transfer price of $6.51) for 1997, 1996, and 1995 respectively.
The Company has two defined benefit pension plans in Germany covering
substantially all full-time employees. Plan benefits are based on years of
service and employee compensation for the last three years of service. The
plans are unfunded and benefit payments are made directly by the Company.
Pension expense includes the following components for the fiscal years ending
December 31, 1997, 1996, and 1995 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Service cost............................................ $ 225 $ 260 $ 292
Interest cost........................................... 522 561 564
Net amortization........................................ (352) (485) (315)
----- ----- -----
Pension expense....................................... $ 395 $ 336 $ 541
===== ===== =====
</TABLE>
The following table sets forth the amounts recognized in the Company's
consolidated balance sheets (in thousands):
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested...................................................... $6,689 $7,162
Non-Vested.................................................. 268 296
------ ------
Accumulated benefit obligation................................ 6,957 7,458
Additional amounts related to projected pay increases......... 507 556
------ ------
Total projected benefit obligations........................... 7,464 8,014
Unrecognized net gain......................................... 1,609 1,961
------ ------
Pension liability............................................. 9,073 9,975
Less--amount included in current liabilities.................. 157 129
------ ------
Noncurrent portion of pension liability....................... $8,916 $9,846
====== ======
</TABLE>
The rate of increase in future compensation levels used in determining the
projected benefit obligations was 2% for December 31, 1997 and 1996, and 3%
for December 31, 1995. The discount rate was 7% for December 31, 1997, 1996,
and 1995. The unrecognized net gain from the change in projected compensation
levels is being amortized over ten years.
F-18
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
9. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings for events which arise in the
ordinary course of its business. In the opinion of management, the ultimate
disposition of these matters will not have a material effect on the results of
operations or financial position of the Company.
The Company leases certain facilities and equipment under operating leases
that expire at various dates through 2049. These leases generally contain
renewal options and require the lessee to pay maintenance, insurance, taxes
and other operating expenses in addition to the minimum annual rentals.
Rental expense related to operating leases approximated $15,437,000,
$12,940,000, and $8,258,000 in 1997, 1996, and 1995, respectively.
Future minimum lease commitments under noncancelable operating leases with
initial or remaining terms of one year or more at December 31, 1997 are
payable as follows (in thousands):
<TABLE>
<S> <C>
1998................................................................ $ 9,721
1999................................................................ 7,000
2000................................................................ 5,926
2001................................................................ 4,722
2002................................................................ 3,406
Thereafter.......................................................... 9,259
-------
Total future lease commitments.................................... $40,034
=======
</TABLE>
10. CONSOLIDATED STATEMENT OF CASH FLOWS
During 1997 the Company issued 124,766 shares of common stock to retire
approximately $1,871,000 of outstanding notes related to the acquisition of
SSR. During 1996 the Company issued 1,500,000 shares of common stock and
warrants to purchase 1,250,000 shares of common stock at an exercise price of
$10.00 per share in exchange for all of the Company's 100,000 shares of Series
A Convertible Preferred Stock, par value $.01 per share. Dividends accrued on
preferred stock were $175,000 in 1995.
Supplemental disclosure of cash flow information (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Cash paid during the period for:
Interest.......................................... $12,876 $14,836 $12,978
======= ======= =======
Taxes (net of refunds)............................ $13,629 $ 9,749 $ 3,306
======= ======= =======
</TABLE>
F-19
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
11. FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND
EXPORT SALES
Information about the Company's operations in various geographic areas is
presented below. The Company's areas of operation outside the United States
are grouped into six geographic areas, representative of the major markets
served. Revenue from unaffiliated customers represents total net revenue from
the respective areas after elimination of inter-geographic transactions. U.S.
exports are shown with the corresponding destination of the product or
service. Operating profit (loss) represents revenue less operating costs and
expenses corresponding to the specific geographic areas. Identifiable assets
are those assets used in the geographic areas listed and reflect eliminations
of inter-geographic balances.
<TABLE>
<CAPTION>
UNITED FAR MIDDLE LATIN OTHER
STATES CANADA EUROPE EAST EAST AMERICA INTERNATIONAL CONSOLIDATED
-------- ------- -------- ------- ------- ------- ------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED 12/31/97:
Total revenue:
Unaffiliated
customers............ $276,651 $49,146 $ 85,144 $23,586 $21,259 $67,190 $ 2,255 $525,231
U.S. export sales..... (80,647) 11,008 18,084 8,213 4,851 27,899 10,592 --
-------- ------- -------- ------- ------- ------- ------- --------
TOTAL................... $196,004 $60,154 $103,228 $31,799 $26,110 $95,089 $12,847 $525,231
======== ======= ======== ======= ======= ======= ======= ========
Operating profit........ $ 17,719 $21,257 $ 20,825 $ 8,080 $ 4,395 $26,447 $ 2,202 $100,925
======== ======= ======== ======= ======= ======= ======= ========
Identifiable assets..... $448,916 $57,042 $ 85,687 $21,122 $10,498 $62,802 $ 100 $686,167
======== ======= ======== ======= ======= ======= ======= ========
YEAR ENDED 12/31/96:
Total revenue:
Unaffiliated
customers............ $167,826 $26,013 $ 70,703 $19,061 $15,830 $41,636 $ 362 $341,431
U.S. export sales..... (48,451) 3,052 11,253 4,530 5,867 10,610 13,139 --
-------- ------- -------- ------- ------- ------- ------- --------
TOTAL................... $119,375 $29,065 $ 81,956 $23,591 $21,697 $52,246 $13,501 $341,431
======== ======= ======== ======= ======= ======= ======= ========
Operating profit........ $(29,699) $ 9,394 $ (4,639) $(3,097) $(6,879) $11,470 $ 2,169 $(21,281)
======== ======= ======== ======= ======= ======= ======= ========
Identifiable assets..... $243,594 $43,108 $111,049 $27,018 $17,272 $58,100 $ 5,024 $505,165
======== ======= ======== ======= ======= ======= ======= ========
YEAR ENDED 12/31/95:
Total revenue:
Unaffiliated
customers............ $ 92,928 $13,664 $ 47,722 $15,785 $13,613 $ 5,795 $ 508 $190,015
U.S. export sales..... (12,481) 14 1,111 2,920 30 4,110 4,296 --
-------- ------- -------- ------- ------- ------- ------- --------
TOTAL................... $ 80,447 $13,678 $ 48,833 $18,705 $13,643 $ 9,905 $ 4,804 $190,015
======== ======= ======== ======= ======= ======= ======= ========
Operating profit........ $ 3,463 $ 5,383 $ 7,764 $ 4,939 $ 1,721 $ 3,294 $ 896 $ 27,460
======== ======= ======== ======= ======= ======= ======= ========
Identifiable assets..... $156,733 $12,356 $ 90,567 $27,881 $ 9,892 $ 8,510 $ 740 $306,679
======== ======= ======== ======= ======= ======= ======= ========
</TABLE>
F-20
<PAGE>
TUBOSCOPE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial information for 1997, 1996 and 1995 is as
follows:
<TABLE>
<CAPTION>
BASIC DILUTIVE
EARNINGS EARNINGS
(LOSS) (LOSS)
OPERATING NET PER PER
PROFIT INCOME COMMON COMMON
REVENUE (LOSS) (LOSS) SHARE SHARE
-------- --------- -------- -------- --------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
1997
First Quarter................... $105,501 $ 18,174 $ 8,599 $ 0.20 $ 0.19
Second Quarter.................. 125,995 25,154 12,947 0.30 0.28
Third Quarter................... 141,411 27,780 15,037 0.34 0.32
Fourth Quarter.................. 152,324 29,817 16,521 0.37 0.34
-------- -------- -------- ------ ------
Total Year.................... $525,231 $100,925 $ 53,104 $ 1.22 $ 1.14
======== ======== ======== ====== ======
1996
First Quarter................... $ 47,018 $(57,244) $(55,589) $(2.97) $(2.97)
Second Quarter.................. 94,643 4,910 (1,187) (0.02) (0.02)
Third Quarter................... 94,672 15,405 6,796 0.16 0.16
Fourth Quarter.................. 105,098 15,648 381 0.01 0.01
-------- -------- -------- ------ ------
Total Year.................... $341,431 $(21,281) $(49,599) $(1.35) $(1.35)
======== ======== ======== ====== ======
1995
First Quarter................... $ 43,686 $ 4,661 $ 1,042 $ 0.05 $ 0.05
Second Quarter.................. 45,652 5,784 1,872 0.09 0.09
Third Quarter................... 47,067 7,012 2,002 0.10 0.10
Fourth Quarter.................. 53,610 10,003 3,903 0.20 0.20
-------- -------- -------- ------ ------
Total Year.................... $190,015 $ 27,460 $ 8,819 $ 0.44 $ 0.44
======== ======== ======== ====== ======
</TABLE>
The first three quarters of 1997, 1996, and 1995 per share amounts have been
restated to comply with SFAS No. 128 (See Note 2).
The fourth quarter 1996 results included an extraordinary charge of
$6,373,000 (net of $3,431,000 tax benefit) related to the early retirement of
the Company's $75,000,000 Senior Subordinated Notes. In addition, the fourth
quarter 1996 results included a $2,234,000 write-off of Italian assets. The
second quarter 1996 results included $11,206,000 of Drexel transaction costs
related primarily to severance costs for former executive officers of the
Company and consolidation costs associated with the Tuboscope operations. The
first quarter 1996 results included the write-off of long-term assets of
$63,061,000 associated with the adoption of SFAS No. 121 and the decision by
management to sell certain assets.
F-21
<PAGE>
SCHEDULE I
TUBOSCOPE INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
(PARENT COMPANY ONLY)
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
ASSETS 1997 1996
------ -------- --------
(IN THOUSANDS)
<S> <C> <C>
Cash....................................................... $ -- $ 9
Accounts receivable........................................ 522 17
Investment in subsidiaries................................. 317,955 228,502
-------- --------
Total assets........................................... $318,477 $228,528
======== ========
<CAPTION>
LIABILITIES AND EQUITY
----------------------
<S> <C> <C>
Accrued liabilities........................................ $ 9,797 $ --
Amounts due to affiliates.................................. 8,647 7,068
Interest payable........................................... -- 45
Notes payable.............................................. -- 2,513
Common stockholders' equity:
Common stock, $.01 par value 60,000,000 shares
authorized, 44,235,591 shares issued and outstanding
(41,612,495 at December 31, 1996)....................... 442 416
Paid-in capital.......................................... 294,402 261,932
Retained earnings (deficit).............................. 10,155 (42,949)
Cumulative translation adjustment........................ (4,966) (497)
-------- --------
Total common stockholders' equity...................... 300,033 218,902
-------- --------
Total liabilities and equity........................... $318,477 $228,528
======== ========
</TABLE>
See notes to condensed financial statements.
S-1
<PAGE>
SCHEDULE I
TUBOSCOPE INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS
(PARENT COMPANY ONLY)
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1997 1996 1995
------- -------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Equity in net earnings (loss) of subsidiaries........ $53,181 $(49,326) $8,874
Interest expense..................................... -- (45) --
Foreign exchange gain (loss)......................... 43 (171) --
State franchise tax and other........................ (120) (57) (55)
------- -------- ------
Net income (loss).................................... 53,104 (49,599) 8,819
Dividends applicable to redeemable preferred stock... -- -- 700
------- -------- ------
Net income (loss) applicable to common stock......... $53,104 $(49,599) $8,119
======= ======== ======
</TABLE>
See notes to condensed financial statements.
S-2
<PAGE>
SCHEDULE I
TUBOSCOPE INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
(PARENT COMPANY ONLY)
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1997 1996 1995
-------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................... $ 53,104 $(49,599) $ 8,819
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Equity in net (earnings) loss of subsidiaries. (53,181) 49,326 (8,874)
Changes in current assets and liabilities:
Accounts receivable......................... (505) (17) --
Accrued liabilities......................... 9,797 -- --
Interest payable............................ (45) 45 --
Amounts due to affiliates................... 1,579 6,179 357
-------- -------- -------
Net cash provided by operating activities....... 10,749 5,934 302
-------- -------- -------
Cash flows used for investing activities:
Investment in subsidiaries...................... (16,264) (37,466) --
-------- -------- -------
Cash flows provided by (used for) financing activ-
ities:
Proceeds from sale of common stock.............. 5,506 31,707 398
Dividends paid on Redeemable Series A
Convertible Preferred Stock.................... -- (175) (700)
-------- -------- -------
Net cash provided by (used for) financing
activities..................................... 5,506 31,532 (302)
-------- -------- -------
Net change in cash and cash equivalents........... (9) -- --
Cash and cash equivalents:
Beginning of the year........................... 9 9 9
-------- -------- -------
End of the year................................. $ -- $ 9 $ 9
======== ======== =======
</TABLE>
See notes to condensed financial statements.
S-3
<PAGE>
SCHEDULE I
TUBOSCOPE INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996, AND 1995
No cash dividends were paid to Tuboscope Vetco International Corporation.
For information concerning restrictions pertaining to the common stock and
commitments and contingencies, see Notes 7 and 9 of notes to consolidated
financial statements of Tuboscope Vetco International Corporation.
S-4
<PAGE>
SCHEDULE II
TUBOSCOPE INC.
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
ADDITIONS
(DEDUCTIONS) CHARGE
BALANCE CHARGED TO OFFS BALANCE
BEGINNING COSTS AND AND END OF
OF YEAR EXPENSES OTHER YEAR
--------- ------------ ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Allowance for doubtful accounts:
1997................................ $2,382 $2,421 $(1,243) $3,560
1996................................ $ 955 $ 628 $ 799 $2,382
1995................................ $1,599 $ (272) $ (372) $ 955
Allowance for inventory reserves:
1997................................ $8,994 $1,996 $(2,469) $8,521
1996................................ $5,988 $ 329 $ 2,677 $8,994
1995................................ $6,272 $ (275) $ (9) $5,988
Valuation allowance for deferred
income taxes:
1997................................ $1,171 $ 480 $ -- $1,651
1996................................ $3,404 $ -- $(2,233) $1,171
1995................................ $1,310 $2,119 $ (25) $3,404
</TABLE>
S-5
<PAGE>
EXHIBIT 21
TUBOSCOPE INC.
DECEMBER 31, 1997
Tuboscope Inc. (US--Delaware)
Gauthier Brothers Rentals, Inc. (U.S.Calif.)
Tuboscope Vetco International Inc. (US--Texas)
Tuboscope Vetco International Inc. (Colombia) branch
Tuboscope Vetco do Brasil Equipamentos e Servicos Ltda (Brazil)
Tuboscope Vetco (Thailand) Ltd.
Tuboscope Vetco Moscow Ltd. (Russia)
Tuboscope Vetco Export Sales Corp (FSC--Barbados)
Tuboscope Vetco Services (Panama) Inc.
Tuboscope Vetco Services (Panama) Inc.--Abu Dhabi branch
Tuboscope Vetco Services (Panama) Inc.--Kuwait branch
Tuboscope Vetco Services (Panama) Inc.--Singapore branch
Tuboscope Vetco (Nigeria) Ltd. (40%)
Italiana Partecipazioni s.r.l. (95%)
Italiana lspezioni s.r.l. (95%)
Tuboscope Overseas Corp. S.A. (Switzerland)
Vetco Enterprise AG (Switzerland)
Tuboscope Vetco Osterreich GmbH (Austria)
Vetco Saudi Arabia Ltd. (P/S--45% Stock)
Tuboscope Vetco (Deutschland) GmbH (Germany)
Tuboscope Vetco (Deutschland) GmbH (Germany)--Bahrain branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--Tunisia branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--Italy branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--France branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--Oman branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--Netherlands branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--Nigeria branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--Egypt branch
Tuboscope Vetco (Deutschland) GmbH (Germany)--Pakistan branch
Tuboscope Vetch Technology GmbH (Germany)
Tuboscope Vetco Technology GmbH (Germany)--Italy branch
Tuboscope Vetco Technology GmbH (Germany)--Spain branch
Tuboscope Vetco Technology GmbH (Germany)--Indonesia branch
Tuboscope Vetco Technology GmbH (Germany)--Russian branch
Tuboscope Vetco (Brunei) SDN.BDH (49%)
Vetco Abu Dhabi (P/S--United Arab Emirates)
Vetco Coating GmbH (Germany)
Tuboscope Vetco de Argentina, S.A. (Argentina)
TVI Inspecciones de Venezuela, C.A. (Venezuela)
Tuboscope Vetco Canada Inc. (Canada)
Tuboscope Pipeline Services Canada Inc. (Canada)
Italiana Partecipazioni s.r.l. (5%)
Tuboscope Vetco Far East Pte Ltd. (Singapore)
Pesaka Inspection Services SDN.BHD (49%-Malaysia)
Tuboscope Vetco Far East Pte Ltd.--Phillippines branch
Tuboscope Vetco Far East Pte Ltd.--Australia branch
Italiana Ispezioni s.r.l. (5%)
Tuboscope Pipeline Services Inc. (US--Texas)
<PAGE>
EXHIBIT 21 (CONTINUED)
Vetco Pipeline Services Inc. (US--Texas)
Vetco Pipeline Services Ltd. (Canada)
Tuboscope Vetco Pipeline Services S.A. de C.V. (Mexico)
Remediation Management Services, LLC
Tubo-FGS Inc. (Del.)
Fiberglass Systems Holdings Inc. Del.
Fiberglass Systems LLP.
Star Composites International LTD. (Virgin Isles)
Tuboscope (Holding US) Inc. Del. U.S.
Wadeco Oilfield Services Ltd. (Canada)
Wadeco Inc. (US--North Dakota)
Vetco Inspection Norge A.S. (Norway)
Tuboscope Vetco Norge A.S..
Tuboscope Vetco (France) S.A.
Texas Oil Tools Inc. (US Nevada)
Tuboscope MECL (Trinidad) Ltd. (50% P/S)
Tube-Kote Inc. dba Tuboscope Vetco International Oilfield Services
(US--Texas)
Hydra Rig, Inc. (US--Texas)
Environmental Procedures, Inc. (US--Delaware)
Environmental Procedures P.T.E. Ltd. (Singapore)
Environmental Procedures, Inc. (US-Delaware)--Ecuador branch
Advanced Wirecloth, Inc. (US--Louisiana)
Tuboscope S.A. de CV (Mexico)
Environmental Procedures (US--Texas)--Colombia branch
Drexel Oilfield Services BDN (Malaysia)
Drexel Oilfield Services PTE Ltd. (Singapore)
Drexel Equipment A/S (Norway)
Drexel Oilfield Services, Ltd. (Bermuda)
Drexel Oilfield Services, LLC (49%--Dubai)
Venezuela Well Analysis, S.A. (Venezuela)
Brandt Company de Argentina S.A. (Argentina)
Screen Manufacturing Company, Ltd. (Trinidad)
Venwell International, Inc. (US--Texas)
Venwell International, Inc. (US--Texas)--Trinidad branch
Drexel Oilfield Services s.r.l. Italy 95%
Tuboscope IP Inc. (US Del.)
Tuboscope Holdings Ltd. (UK)
Chargewood Limited
Enaco Mudcat Systems Ltd.
Enaco Plc.
Pump Systems Ltd.
Cut-Rite Tubular Services Ltd.
Tulsa Equipment Manufacturing Company
Tuboscope Services de Bolivia S.A.
American Rodco Inc. (10%)
Pressure Control Engineering Ltd. (UK)
SSR Ltd. (UK)
SSR (Norway)
Drexel Equipment (UK) Ltd.
The Brandt Company (UK) Ltd.
<PAGE>
EXHIBIT 21 (CONTINUED)
Environmental Procedures (UK) Limited
Tuboscope Pipeline Services Ltd. (UK)
Tuboscope Vetco (UK) Ltd.
Linalog Ltd. (UK)
Tuboscope Vetco Capital Ltd. (Scotland)
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8) pertaining to (i) the 1996 Equity Participation Plan (No. 333-
05233) (ii) the D.O.S. Ltd. 1993 Stock Option Plan (No. 333-05237) and (iii)
the Tuboscope Vetco International Inc. 401(k) Thrift Savings Plan (No. 333-
43385) of Tuboscope Inc. of our report dated February 4, 1998, with respect to
the consolidated financial statements and schedules of Tuboscope Inc. included
in the Annual Report (Form 10-K) for the year ended December 31, 1997.
ERNST & YOUNG LLP
Houston, Texas
February 4, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
EXTRACTED FROM FORM 10K FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 12,593
<SECURITIES> 0
<RECEIVABLES> 144,067
<ALLOWANCES> 3,560
<INVENTORY> 78,317
<CURRENT-ASSETS> 247,716
<PP&E> 287,633
<DEPRECIATION> 77,072
<TOTAL-ASSETS> 686,167
<CURRENT-LIABILITIES> 166,422
<BONDS> 187,803
0
0
<COMMON> 442
<OTHER-SE> 299,591
<TOTAL-LIABILITY-AND-EQUITY> 686,167
<SALES> 189,892
<TOTAL-REVENUES> 525,231
<CGS> 120,460
<TOTAL-COSTS> 424,306
<OTHER-EXPENSES> 1,520
<LOSS-PROVISION> 2,421
<INTEREST-EXPENSE> 14,456
<INCOME-PRETAX> 89,949
<INCOME-TAX> 31,845
<INCOME-CONTINUING> 53,104
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,104
<EPS-PRIMARY> 1.22
<EPS-DILUTED> 1.14
</TABLE>
