<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-13884
---------------------------------------------------------
Cooper Cameron Corporation
- -------------------------------------------------------------------------------
(Exact Name of Registrant in its Charter)
Delaware 76-0451843
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
515 Post Oak Blvd., Suite 1200, Houston, Texas 77027
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
713/513-3300
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Number of shares outstanding of issuer's common stock as of April 30, 1998 was
52,517,466.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COOPER CAMERON CORPORATION
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------
(dollars in millions, except per share data) 1998 1997
---------- ----------
<S> <C> <C>
REVENUES .............................................. $ 426.9 $ 376.0
---------- ----------
COSTS AND EXPENSES
Cost of sales (exclusive of depreciation
and amortization) .................................. 298.4 275.2
Depreciation and amortization ......................... 17.2 16.3
Selling and administrative expenses ................... 56.0 50.0
Interest expense ...................................... 7.2 7.0
---------- ----------
378.8 348.5
---------- ----------
Income before income taxes ...................... 48.1 27.5
Income tax provision .................................. (14.9) (8.1)
---------- ----------
Net income ............................................ $ 33.2 $ 19.4
========== ==========
Earnings per share:
Basic .............................................. $ 0.63 $ 0.38
========== ==========
Diluted ............................................ $ 0.60 $ 0.36
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 3
COOPER CAMERON CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
(dollars in millions, except shares and per share data) 1998 1997
---------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents ............................................ $ 29.8 $ 11.6
Receivables, net ..................................................... 370.9 428.6
Inventories, net ..................................................... 546.5 495.6
Other ................................................................ 28.5 25.0
---------- ----------
Total current assets ...................................... 975.7 960.8
---------- ----------
Plant and equipment, at cost ......................................... 823.1 791.3
Less: accumulated depreciation ...................................... (409.2) (395.8)
Intangibles .......................................................... 450.4 445.8
Less: accumulated amortization ...................................... (209.3) (205.4)
Other assets ......................................................... 48.8 46.5
---------- ----------
TOTAL ASSETS ......................................... $ 1,679.5 $ 1,643.2
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt ................................. $ 49.7 $ 48.1
Accounts payable and accrued liabilities ............................. 467.2 470.9
Accrued income taxes ................................................. 12.4 9.8
---------- ----------
Total current liabilities ................................. 529.3 528.8
---------- ----------
Long-term debt ....................................................... 356.4 328.8
Postretirement benefits other than pensions .......................... 82.6 85.5
Deferred income taxes ................................................ 35.3 35.0
Other long-term liabilities .......................................... 23.8 23.1
---------- ----------
Total liabilities ......................................... 1,027.4 1,001.2
---------- ----------
Stockholders' Equity:
Common stock, par value $.01 per share, 75,000,000 shares
authorized, 53,235,292 shares issued ......................... .5 .5
Capital in excess of par value ................................... 904.4 923.0
Retained deficit (including $441.0 charge on June 30, 1995
related to goodwill impairment) .............................. (224.3) (257.5)
Accumulated other elements of comprehensive income ............... 8.3 7.8
Less: Treasury stock, 721,150 shares at March 31, 1998 and
477,149 shares at December 31, 1997, at cost ................. (36.8) (31.8)
---------- ----------
Total stockholders' equity ................................ 652.1 642.0
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY .......................................... $ 1,679.5 $ 1,643.2
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 4
COOPER CAMERON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
--------------------------
(dollars in millions) 1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income ...................................................................... $ 33.2 $ 19.4
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation ............................................................ 13.2 12.5
Amortization ............................................................ 4.0 3.8
Deferred income taxes ................................................... 1.2 3.2
Changes in assets and liabilities, net of translation, acquisitions and
non-cash items:
Receivables ............................................................. 57.1 (9.2)
Inventories ............................................................. (52.2) (58.7)
Accounts payable and accrued liabilities ................................ (4.7) 10.8
Other assets and liabilities, net ....................................... 3.2 7.9
---------- ----------
Net cash provided by (used for)
operating activities ........................................ 55.0 (10.3)
---------- ----------
Cash flows from investing activities:
Capital expenditures and proceeds from
sales of plant and equipment, net ........................................... (25.3) (7.0)
Acquisitions .................................................................... (6.2) (.9)
---------- ----------
Net cash used for investing activities .......................... (31.5) (7.9)
---------- ----------
Cash flows from financing activities:
Loan borrowings (repayments), net ............................................... 27.6 18.0
Purchase of treasury stock ...................................................... (36.1) --
Activity under stock option plans and other ..................................... 3.0 .2
---------- ----------
Net cash provided by (used for) financing activities ............ (5.5) 18.2
---------- ----------
Effect of translation on cash ....................................................... .2 (1.0)
---------- ----------
Increase (decrease) in cash and cash equivalents .................................... 18.2 (1.0)
---------- ----------
Cash and cash equivalents, beginning of period ...................................... 11.6 9.1
---------- ----------
Cash and cash equivalents, end of period ............................................ $ 29.8 $ 8.1
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 5
COOPER CAMERON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Adjustments
The financial information presented as of March 31, 1998 and for the
three-month periods ended March 31, 1998 and 1997 has been prepared from the
books and records without audit. Financial information as of December 31, 1997
has been derived from the audited financial statements of the Company, but does
not include all disclosures required by generally accepted accounting
principles. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
information for the periods indicated have been included. For information
regarding the Company's accounting policies, refer to the consolidated financial
statements and related notes included in the Company's Annual Report to
Stockholders for the year ended December 31, 1997.
Note 2. Acquisitions
Effective April 2, 1998, the Company closed its acquisition of Orbit
Valve International, Inc. for approximately $100 million in cash and debt.
Orbit, which is being integrated into the Cooper Cameron Valves organization in
the PPE segment, is based in Little Rock, Arkansas and manufactures and sells
high-performance valves for the oil and gas and petrochemical industries. During
1997, Orbit generated revenues of approximately $85 million.
The acquisition is being accounted for under the purchase method and
therefore, the results of the acquired business will be combined with the
Company's results from the closing date forward.
Note 3. Inventories
<TABLE>
<CAPTION>
March 31, December 31,
(dollars in millions) 1998 1997
---------- ------------
<S> <C> <C>
Raw materials ......................................... $ 61.0 $ 60.3
Work-in-process ....................................... 232.5 203.3
Finished goods, including parts and subassemblies ..... 340.8 327.3
Perishable tooling and supplies ....................... 2.8 3.1
---------- ----------
637.1 594.0
Allowances ............................................ (90.6) (98.4)
---------- ----------
Net inventories ....................................... $ 546.5 $ 495.6
========== ==========
</TABLE>
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<PAGE> 6
Note 4. Stockholder Proposals
A proposal has been submitted to the stockholders of the Company for
consideration at the Annual Meeting of Stockholders to be held on May 14, 1998
seeking approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common stock
which the Company is authorized to issue from 75,000,000 to 150,000,000. In
addition to the above proposal, stockholders will also be voting at the Annual
Meeting on an amendment to the Amended and Restated Cooper Cameron Long-Term
Incentive Plan (the Plan) to increase by 3,000,000 the number of shares of
Common stock reserved under the Plan as well as other matters described in the
Company's Proxy Statement for the 1998 Annual Meeting.
Note 5. Retained Deficit
While the Company has a retained deficit, it is able to declare and pay
dividends from a current year's earnings as well as from the net of capital in
excess of par value less the retained deficit. Accordingly, at March 31, 1998,
the Company had approximately $680.1 million from which dividends could be paid.
Note 6. New Accounting Pronouncements
Effective, January 1, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130 (Reporting Comprehensive Income). As a
result, the Company has modified its Consolidated Balance Sheets to include a
caption entitled "Accumulated other elements of comprehensive income". The
amount of comprehensive income (loss) for each of the three-month periods ended
March 31, 1998 and 1997 and the components of accumulated other elements of
comprehensive income at March 31, 1998 and December 31, 1997 are as follows:
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
(dollars in millions) March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Net income per Consolidated Results of
Operations ........................................ $ 33.2 $ 19.4
Foreign currency translation gain/(loss) .............. .5 (25.4)
------- -------
Comprehensive income/(loss) ................... $ 33.7 $ (6.0)
======= =======
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
(dollars in millions) March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Amounts comprising accumulated other elements of comprehensive income:
Accumulated foreign currency translation
adjustments ............................................................. $ 8.6 $ 8.1
Accumulated adjustments to record
minimum pension liabilities ............................................. (.3) (.3)
---------- ----------
Accumulated other elements of
comprehensive income ............................................ $ 8.3 $ 7.8
========== ==========
</TABLE>
Note 7. Earnings Per Share
The weighted average number of common shares (utilized for basic
earnings per share presentation) and common stock equivalents outstanding for
each period presented was as follows:
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
-------------------------
(amounts in millions) 1998 1997
---------- ----------
<S> <C> <C>
Average shares outstanding .................. 52.4 51.3
Common stock equivalents .................... 3.2 2.8
---------- ----------
Number of shares utilized in diluted
earnings per share calculation .......... 55.6 54.1
========== ==========
</TABLE>
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<PAGE> 8
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
In addition to the historical data contained herein, this document
includes forward-looking statements regarding the future revenues and
profitability of the Company made in reliance upon the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company's actual
results may differ materially from those described in forward-looking
statements. Such statements are based on current expectations of the Company's
performance and are subject to a variety of factors, not under the control of
the Company, which can affect the Company's results of operations, liquidity or
financial condition. Such factors may include overall demand for the Company's
products; changes in the price of (and demand for) oil and gas in both domestic
and international markets; political and social issues affecting the countries
in which the Company does business; fluctuations in currency markets worldwide;
and variations in global economic activity. Because the information herein is
based solely on data currently available, it is subject to change as a result of
changes in conditions over which the Company has no control or influence, and
should not therefore be viewed as assurance regarding the Company's future
performance. Additionally, the Company is not obligated to make public
indication of such changes unless required under applicable disclosure rules and
regulations.
FIRST QUARTER 1998 COMPARED TO FIRST QUARTER 1997
Cooper Cameron Corporation had net income of $33.2 million, or $.60 per
share, for the first quarter of 1998 compared to $19.4 million, or $.36 per
share, for the same period in 1997. (All per share amounts are based on diluted
shares.) This improvement was the result of the strong performance of the
Petroleum Production Equipment (PPE) segment, where first quarter 1998 earnings
increased by 83% from the first quarter 1997 level, partially offset by slightly
lower earnings in the Compression & Power Equipment (CPE) segment.
REVENUES
Revenues for the first quarter of 1998 totaled $426.9 million, an
increase of 14% from the $376.0 million in the first quarter of 1997 due to the
continued strong markets in the PPE segment. These markets are heavily
influenced by natural gas and oil commodity prices and the expectations of
future price levels. While natural gas prices have remained relatively stable
over the last twelve months and at reasonably high levels historically, oil
prices have fluctuated during the period and trended significantly lower,
particularly during the past six months. The economic and financial unrest in
Southeast Asia and excess production concerns inside and outside of OPEC have
fueled these reductions. Thus far however, such lower oil prices have had a
minimal effect on the Company. Confidence that worldwide demand for oil and
natural gas will continue to grow over the longer-term has, at least to date,
provided impetus for continued spending by national oil companies and major and
independent producers. The effect of the favorable market conditions was also
reflected in the Company's backlog, defined as firm
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<PAGE> 9
customer orders for which a purchase order has been received, satisfactory
credit or financing arrangements exist and delivery is scheduled. Backlog at the
end of the first quarter of 1998 was $915.1 million, an increase of 16% from
year-end 1997 and 13% from the first quarter of 1997.
The PPE segment's revenues of $305.4 million increased by 28% over
first quarter 1997 revenues of $239.0 million. The segment's revenue growth was
across all geographic areas and product lines. This increase was primarily due
to the market conditions discussed above, which resulted in volume growth as
well as favorable pricing. Of particular note were increased subsea equipment
shipments to the North Sea, and drilling and subsea equipment for deep-water
projects in the Gulf of Mexico. Also contributing to the revenue growth were
improved surface and aftermarket activity in the U.S., Canada, and Asia Pacific
regions. Order activity for the segment reached a new high of $430.9 million, a
32% increase from the first quarter 1997 level. This improvement was across all
lines of the business, with the exception of Cooper Cameron Valves, which
declined by 7% due to a lower level of major pipeline project orders in the
current quarter. The strength in orders is most apparent in the market for
drilling and related controls equipment, driven by rig upgrades and new
construction. As a result, a significant portion of the higher first quarter
1998 order level is not scheduled for delivery to customers until 1999. Backlog
for the segment ended the quarter at a new high of $696.9 million, an increase
of 21% from year-end 1997 and 39% from the first quarter 1997 level.
Revenues for the CPE segment of $121.5 million decreased by 11% from
$137.0 million in the first quarter of 1997 with both the natural gas
compression and centrifugal air compressor businesses, which comprise this
segment, experiencing a decline. The energy-related markets served by the
natural gas compression equipment business remained very competitive. Revenue
declines were experienced in the sales of both new reciprocating units and gas
turbine and compressor projects, while aftermarket activity improved slightly.
The decline in centrifugal air compressor shipments was largely the result of
weakness in Southeast Asia activity and the timing of large process air machine
shipments. Order activity in the CPE segment declined by 18% from the first
quarter of 1997, due to the effect of large international gas turbine and
compressor projects. Due to the size and complex nature of these projects, the
specific timing of an order is very difficult to predict and can cause
significant fluctuations in the year-to-year revenue, order, and backlog
comparisons for this segment. Backlog for the segment ended the first quarter of
1998 at $218.2 million, an increase of 4% from year-end 1997 but a decline of
30% from the first quarter of 1997.
COSTS AND EXPENSES
Cost of sales (exclusive of depreciation and amortization) of $298.4
million in the first quarter of 1998 increased by $23.2 million, or 8%, compared
with $275.2 million in the same period of 1997. This increase was largely the
result of the previously discussed 14% revenue growth. The gross margin
percentage (defined as revenues less cost of sales as a percentage of revenues)
was 32.7% for the first quarter of 1998 in the PPE segment, compared with 29.2%
in the first quarter of 1997. This increase resulted from improved pricing, the
leveraging of various manufacturing support costs that are relatively fixed in
the short-term, and manufacturing cost reductions, including benefits from
capital expenditures. Despite the revenue decline noted above, the CPE segment's
gross margin percentage improved from 22.6% in the first quarter of
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<PAGE> 10
1997 to 23.6% in the first quarter of 1998. This increase was primarily due to
factors affecting the energy-related portion of the segment. While pricing
pressure in the very competitive gas turbine and compressor project business and
in the aftermarket for gas compression equipment continued during the period, it
was more than offset by efforts to manage costs in line with revenues and a
favorable revenue mix. Material cost reduction programs with vendors and
improved manufacturing productivity contributed to this improvement.
Additionally, a decrease in lower margin gas turbine and compressor project
revenues and a slight increase in the higher margin aftermarket business caused
a favorable mix effect on the gross margin percentage.
Depreciation and amortization increased by $.9 million, from $16.3
million in the first quarter of 1997 to $17.2 million in the first quarter of
1998, with both segments reflecting increases. This is due primarily to
increased capital spending in the PPE segment in response to improved market
conditions and in the centrifugal air compressor business to increase assembly
and test capacity and improve manufacturing throughput on large process air
machines.
Selling and administrative expenses increased by $6.0 million, or 12%,
from $50.0 million in the first quarter of 1997 to $56.0 million in the first
quarter of 1998, with an increase in the PPE segment partially offset by a small
decline in the CPE segment. The PPE increase was due to the higher revenue
levels and the Company's conscious effort to improve its market presence. As an
example, during 1997 Cameron established separate management teams and focused
additional marketing resources on the controls and choke businesses, where there
is believed to be significant growth potential. The CPE segment decreased
slightly year-to-year in reaction to the noted revenue declines. As a percentage
of revenues, selling and administrative costs for the Company decreased from
13.3% in the first quarter of 1997 to 13.1% in the first quarter of 1998.
Despite conscious increases in selling and marketing costs, these costs
decreased from 12.7% to 11.8% of revenues in the PPE segment, due to the
leveraging effect of the increased volume. The CPE segment increased from 12.5%
of revenues to 14.0%, as costs that are relatively fixed in the short-term were
not reduced at the rate of the revenue decline.
Reflecting the various factors discussed above, operating income
(defined as earnings before corporate expenses, interest, and taxes) totaled
$58.4 million for the Company, an increase of $21.2 million from the first
quarter of 1997. The PPE segment improved from $29.1 million to $53.2 million,
while the CPE segment decreased from $8.1 million to $5.2 million.
Interest expense increased from $7.0 million in the first quarter of
1997 to $7.2 million in the first quarter of 1998 due to an increase in the
average debt level related to higher working capital requirements in support of
the revenue and backlog growth in the PPE segment. Average interest rates were
6.6% in both the first quarter of 1997 and the first quarter of 1998.
Income taxes were $14.9 million in the first quarter of 1998, an
increase of $6.8 million from the same period in 1997. This increase was
primarily the result of the year-to-year improvement in earnings. The effective
tax rate increased from 29.5% in the first quarter of 1997 to 31.0% in the first
quarter of 1998 due to an estimated change in the mix of domestic and foreign
earnings for 1998 versus 1997.
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<PAGE> 11
CASH FLOW, LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
During the first three months of 1998, the Company's operating
activities generated $55 million of cash flow which, along with additional
borrowings, proceeds from sales of plant and equipment and the exercise of stock
options totaling approximately $34 million, was used to fund the purchase of
nearly 710,000 shares of treasury stock totaling $36 million, capital
expenditures of $27 million and three small product line acquisitions for $6
million. The majority of the operating cash flow was generated in the PPE
segment as a result of strong quarterly earnings and positive working capital
management. The CPE segment also contributed modestly to operating cash flow for
the quarter. From a working capital standpoint, strong collections of
receivables more than offset an increase in inventory levels resulting largely
from record high levels of orders and backlog. The $52.2 million or 10.5%
increase in inventories relates to both segments. The increase in the PPE
segment reflects the continued rapid growth in this business, while the CPE
increase reflects the timing of major orders for large compression projects as
well as multi-unit orders for smaller reciprocating compressors. Over 70% of the
Company's capital expenditures were directed toward the PPE segment primarily
for projects to increase factory throughput and improve delivery times within
the Cameron business. Of the product line acquisitions, two were in the PPE
segment totaling approximately $4 million and the other was made by the Cooper
Energy Services Division in the CPE segment.
As indicated in Note 2 of the Notes to Consolidated Financial
Statements, the Company completed its acquisition of Orbit Valve International,
Inc. effective April 2, 1998 for a total cost of approximately $100 million in
cash and debt. The cash portion of the purchase price was funded through
additional borrowings under the Company's long-term credit facility. Had the
acquisition closed on March 31, 1998, it would have increased the Company's debt
to capitalization ratio from 38.4% to approximately 44%, well under the limits
provided for under the long-term credit facility.
On May 4, 1998 the Company filed a registration statement with the U.S.
Securities and Exchange Commission in connection with the possible issuance,
from time to time, in one or more offerings, of up to $500 million in
securities, consisting of either (1) unsecured debt securities, (2) shares of
preferred stock, (3) shares of common stock or (4) warrants for the purchase of
debt securities, preferred stock or common stock.
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<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months
ended March 31, 1998.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cooper Cameron Corporation
--------------------------
(Registrant)
Date May 12, 1998 /s/ Thomas R. Hix
------------------ ---------------------------------
Thomas R. Hix
Senior Vice President &
Chief Financial Officer
and authorized to sign on
behalf of the Registrant
- 12 -
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 30
<SECURITIES> 0
<RECEIVABLES> 371
<ALLOWANCES> 0
<INVENTORY> 546
<CURRENT-ASSETS> 976
<PP&E> 823
<DEPRECIATION> 409
<TOTAL-ASSETS> 1,679
<CURRENT-LIABILITIES> 529
<BONDS> 356
0
0
<COMMON> 0
<OTHER-SE> 652
<TOTAL-LIABILITY-AND-EQUITY> 1,679
<SALES> 427
<TOTAL-REVENUES> 427
<CGS> 298
<TOTAL-COSTS> 298
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7
<INCOME-PRETAX> 48
<INCOME-TAX> 15
<INCOME-CONTINUING> 33
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33
<EPS-PRIMARY> .63
<EPS-DILUTED> .60
</TABLE>
