-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvIsgVvPEN2XKbxZISxgquOM1S4Jv/fb2ONnmJjLer+uujLYCarNKzffwOzZcixm 8OfQCVp63bbiLaFgxVfMSw== 0000891092-03-000844.txt : 20030429 0000891092-03-000844.hdr.sgml : 20030429 20030429080503 ACCESSION NUMBER: 0000891092-03-000844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030429 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER CAMERON CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760451843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13884 FILM NUMBER: 03667758 BUSINESS ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7135133322 MAIL ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 8-K 1 e14718_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 29, 2003 Cooper Cameron Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1333 West Loop South, Suite 1700, Houston, Texas 77027 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (713) 513-3300 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements and Exhibits. The following is being furnished as an exhibit to this report. Exhibit 99.1 Press Release of Cooper Cameron Corporation, dated April 29, 2003 - Cooper Cameron First Quarter Earnings Per Share $0.15 vs. $0.35 in First Quarter A Year Ago Item 9. Regulation FD Disclosure. The following information is being furnished pursuant to Item 12 "Disclosure of Results of Operations and Financial Condition," and is included under this Item 9 in accordance with the procedure guidance in SEC Release No. 33-8216. A copy of the press release, dated April 29, 2003, announcing earnings for the first quarter of fiscal year 2003 is attached to this Form 8-K as Exhibit 99.1 and is being furnished pursuant to Item 9 and Item 12. Exhibit 99.1 to this report contains certain "non-GAAP financial measures" as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The non-GAAP financial measures include earnings before interest, taxes, depreciation and amortization expense and special items ("EBITDA") and earnings per share before special items. A reconciliation of these items to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States ("GAAP") is included as an attachment to the press release. The Company believes the presentation of EBITDA is useful to the Company's investors because EBITDA is an appropriate measure of evaluating the Company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company's securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community, and the Company also uses EBITDA as a performance measure in its corporate bonus program. The Company excludes special items from EBITDA and earnings per share since the Company believes these non-GAAP operating performance measures are useful for investors because they enhance investors' ability to analyze trends in the Company's underlying business and to compare the Company's operating performance to that of the Company's peers. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company's financial results prepared in accordance with GAAP. SIGNATURE 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 By: /s/ Franklin Myers ----------------------------------------- Franklin Myers Senior Vice President of Finance and Chief Financial Officer Date: April 29, 2003 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Cooper Cameron Corporation's press release dated April 29, 2003 EX-99.1 3 e14718ex99_1.txt PRESS RELEASE Exhibit 99.1 2003-4 Contact: R. Scott Amann Vice President, Investor Relations (713) 513-3344 Cooper Cameron first quarter EARNINGS per share $0.15 vs. $0.35 in first quarter a year ago o Earnings per share, excluding special items, were $0.23 o 2003 earnings expectations unchanged at $1.80 to $2.00 per share, excluding special items HOUSTON (April 29, 2003) -- Cooper Cameron Corporation (NYSE: CAM) reported net income of $8.4 million, or $0.15 per share, for the quarter ended March 31, 2003, compared with net income of $19.5 million, or $0.35 per share, for the first quarter of 2002. The first quarter 2003 results include special items totaling $4.1 million after-tax for cost rationalization efforts, primarily related to restructuring in the compression business, the Company's international tax restructuring efforts and the settlement of a legal case. Total revenues were $361.1 million for the quarter, down slightly from 2002's $366.9 million, while income before income taxes was $11.4 million, down 59 percent from 2002's $27.5 million. Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization, and excluding special items) was $37.9 million, down from 2002's $46.0 million. Consolidated EBITDA as a percent of revenues was 10.5 percent, compared with 12.5 percent in the first quarter of 2002. Results in line with guidance Cooper Cameron Chairman, President and Chief Executive Officer Sheldon R. Erikson noted that earnings for the quarter, excluding special items, were at the midpoint of the Company's earlier guidance of $0.20 to $0.25 per share. "The decline from a year ago was due primarily to significantly lower earnings at Cooper Compression," he said, "reflecting the continued lack of spending in the energy compression markets. Meanwhile, although revenues increased at both Cameron and Cooper Cameron Valves, operating income at each segment was down due to lower margins." Cameron's lower EBITDA margins offset revenue increases Erikson noted that while Cameron's revenues increased slightly from year-ago levels, EBITDA margins were lower as a result of continued investment in the growing subsea market and the nature of the activity in North American markets. "We have made a substantial infrastructure investment over the last several quarters to support the significant subsea shipments that will begin to occur in the third quarter of this year," Erikson said. "Additionally, while the domestic rig count posted gains during the first quarter, there was little effect on Cameron's results for two reasons. First, it typically takes two to three months for increases in rig count to generate orders and revenues related to the products and services we provide. Second, most of the domestic rig count increase has been in onshore areas; we expect to see a more meaningful impact on Cameron's results when activity picks up in the Gulf of Mexico." Erikson also noted that Cameron's subsea business, most of which is associated with international activity, is expected to generate a significant increase in revenues and earnings in the second half of 2003. "Delivery of equipment for several subsea projects is scheduled for later this year," he said. "These projects will be the primary drivers of increases in the Company's revenues and earnings in the near future, and our success in meeting manufacturing and delivery schedules will be the key component in reaching our internal targets as well as fulfilling customers' expectations." Cooper Cameron Valves (CCV) revenues up due to acquisition CCV's revenues increased as a result of the December 2002 acquisition of Nutron Industries, but EBITDA margins in this business were down as a result of pricing pressures in CCV's pipeline valve business. Erikson said an improving order outlook should lead to increased revenues and profits in CCV's businesses in the second half of 2003. Cooper Compression revenues, margins decline significantly Drastic reductions in customers' spending late last year on new equipment and on aftermarket parts and service led to a disappointing decline in revenues in the Cooper Compression business, both year-over-year and sequentially. "Customers in the energy compression business continue to deal with financial issues," Erikson said, "and most have been reluctant--or unable--to restore spending on equipment or services." Still, Erikson said the Company expects some improvement in energy compression orders and a modest pickup in air compression activity to drive a recovery in Cooper Compression's revenues in the second quarter, and he said the EBITDA margins in this business should be substantially better due to a combination of increased revenues and cost savings from rationalization steps. Second quarter earnings seen increasing sequentially Erikson said that second quarter earnings per share are expected to increase to approximately $0.35 to $0.40, primarily due to improved results at Cameron and Cooper Compression. Addressing full-year results, he said, "We still expect 2003 earnings per share before special items to be in the $1.80 to $2.00 range we forecast in January. We realize that this represents an unusually large increase in the second half of the year, but it reflects our current expectations for delivery of subsea projects in the third and fourth quarters." Erikson said the Company's actual results will depend on Cameron's execution of its manufacturing plans, worldwide rig count, the level of spending in the compression businesses and pricing for the Company's products and services, among other factors. Balance sheet provides financial flexibility Cooper Cameron's total debt, net of cash and short-term investments, at March 31, 2003 was $146.4 million, down from $168.8 million at December 31, 2002, and the Company's net debt-to-capitalization ratio was approximately 12.2 percent. "Our financial condition is solid," Erikson said. "We continue to review acquisition opportunities, reinvestment in the business and additional share repurchases." Erikson also noted that the Company filed a registration statement to provide for the resale of Cooper Cameron common stock repurchased last year by a financial institution on behalf of the Company. Once the registration statement is effective, a portion of the shares will be sold in the open market, with the remainder delivered to the Company. Orders exceed $500 million, Cameron backlog reaches record level Orders received during the first quarter of 2003 totaled $513 million, up 44 percent from the $356 million recorded during the first quarter of 2002. Erikson said that Cameron's orders included approximately $125 million for a large subsea project offshore West Africa, and noted that CCV's orders increased nearly 15 percent over year-ago levels due to the acquisition of Nutron Industries, while Compression's orders were essentially flat. Total backlog was up significantly from year-end levels. The $965 million balance at March 31, 2003 was about 17 percent higher than the year-end 2002 level of $828 million, and was up 42 percent from the $680 million of a year ago. Erikson noted that the Company's consolidated backlog is the highest since the record levels of the second quarter of 1998, and that Cameron's backlog has exceeded $800 million for the first time in its history. Cooper Cameron Corporation (NYSE: CAM) is a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications. Cooper Cameron is also a leading manufacturer of centrifugal air compressors, integral and separable gas compressors and turbochargers. # # # Visit Cooper Cameron's home page on the World Wide Web at www.coopercameron.com In addition to the historical data contained herein, this document includes forward-looking statements regarding the future revenues and earnings of the Company (including second quarter and full year 2003 earnings per share estimates), as well as expectations regarding backlog and orders, 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 which can affect the Company's results of operations, liquidity or financial condition. Such factors may include overall demand for, and pricing of, the Company's products; the size and timing of orders; the Company's ability to successfully execute the large subsea projects it has been awarded; 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; fluctuations in debt and equity markets; and variations in global economic activity. In particular, current and projected oil and gas prices historically have directly affected customers' spending levels and their related purchases of the Company's products and services, though they have not done so recently. Additionally, changes in oil and gas price expectations may impact the Company's financial results due to changes in cost structure, staffing or spending levels. 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. Cooper Cameron Corporation Unaudited Consolidated Results Of Operations ($ and shares in millions except per share data) Three Months Ended March 31, ----------------- 2003 2002 ---- ---- Revenues: Cameron .............................................. 227.3 213.9 Cooper Cameron Valves ................................ 71.9 63.1 Cooper Compression ................................... 61.9 89.9 ------- ------- Total revenues ................................... 361.1 366.9 ------- ------- Costs and Expenses: Cost of sales (exclusive of depreciation and amortization) ..................... 257.1 259.9 Depreciation and amortization ........................ 20.4 18.3 Selling and administrative expenses .................. 66.1 61.0 Interest, net ........................................ 0.6 0.2 Special items ........................................ 5.5 -- ------- ------- 349.7 339.4 ------- ------- Income before income taxes ............................. 11.4 27.5 Income tax provision ................................... (3.0) (8.0) ------- ------- Net income ............................................. 8.4 19.5 ======= ======= Earnings per share: Basic ................................................ 0.15 0.36 ======= ======= Diluted .............................................. 0.15 0.35 ======= ======= Diluted, excluding special items ..................... 0.23 0.35 ======= ======= Average common shares outstanding ...................... 54.6 54.0 ======= ======= Average shares utilized in diluted calculation ......... 55.4 59.6 ======= ======= EBITDA: Cameron ................................................ 29.9 30.0 Cooper Cameron Valves .................................. 11.8 11.5 Cooper Compression ..................................... 1.8 8.8 Other .................................................. (5.6) (4.3) ------- ------- Total ............................................ 37.9 46.0 ======= ======= Cooper Cameron Corporation Consolidated Balance Sheets ($ millions) (Unaudited) March 31, Dec. 31, 2003 2002 ---- ---- Current Assets: Cash and cash equivalents ............................ 293.9 273.8 Short-term investments ............................... 27.8 25.3 Receivables, net ..................................... 329.9 304.8 Inventories, net ..................................... 402.3 387.2 Other ................................................ 36.5 26.8 ------- ------- Total current assets ............................. 1,090.4 1,017.9 Plant and equipment, net ............................... 466.3 475.9 Goodwill, net .......................................... 305.2 301.9 Other assets ........................................... 205.3 202.0 ------- ------- Total Assets ..................................... 2,067.2 1,997.7 ======= ======= Current Liabilities: Short-term debt ...................................... 4.9 4.9 Accounts payable and accrued liabilities ............. 410.4 354.4 Accrued income taxes ................................. 17.4 15.5 ------- ------- Total current liabilities ........................ 432.7 374.8 Long-term debt ......................................... 463.2 463.0 Postretirement benefits other than pensions ............ 44.2 45.2 Deferred income taxes .................................. 45.6 45.6 Other long-term liabilities ............................ 27.9 27.8 ------- ------- Total liabilities ................................ 1,013.6 956.4 ------- ------- Stockholders' Equity: Common stock, par value $.01 per share, 150,000,000 shares authorized, 54,673,041 shares issued (54,566,054 at December 31, 2002) ................................. 0.5 0.5 Capital in excess of par value ....................... 950.6 949.2 Retained earnings .................................... 116.6 108.2 Accumulated other elements of comprehensive income ............................................. (14.1) (14.8) Less: Treasury stock at cost, 54,954 shares at December 31, 2002 ............................... -- (1.8) ------- ------- Total stockholders' equity ....................... 1,053.6 1,041.3 ------- ------- Total Liabilities and Stockholders' Equity ..... 2,067.2 1,997.7 ======= ======= Cooper Cameron Corporation Unaudited Consolidated Statements Of Cash Flows $ millions) Three Months Ended March 31, --------------- 2003 2002 ---- ---- Cash flows from operating activities: Net income ............................................. 8.4 19.5 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ......................................... 16.9 15.9 Amortization ......................................... 3.5 2.4 Deferred income taxes and other ...................... (2.9) 1.7 Changes in assets and liabilities, net of translation, acquisitions and non-cash items: Receivables .......................................... (25.0) (0.4) Inventories .......................................... (12.3) (0.2) Accounts payable and accrued liabilities ............. 55.7 (21.8) Other assets and liabilities, net .................... (4.6) (1.5) ----- ----- Net cash provided by operating activities ............ 39.7 15.6 ----- ----- Cash flows from investing activities: Capital expenditures ................................... (15.9) (18.8) Acquisitions ........................................... -- (5.5) Purchases of short-term investments, net ............... (2.6) (13.6) Other .................................................. 0.9 1.6 ----- ----- Net cash used for investing activities ............... (17.6) (36.3) ----- ----- Cash flows from financing activities: Loan borrowings (repayments), net ...................... 0.3 (4.9) Activity under stock option plans and other ............ (0.1) -- ----- ----- Net cash provided by (used for) financing activities ............................... 0.2 (4.9) ----- ----- Effect of translation on cash ............................ (2.2) 0.3 ----- ----- Increase (decrease) in cash and cash equivalents ......... 20.1 (25.3) ----- ----- Cash and cash equivalents, beginning of period ........... 273.8 111.6 ----- ----- Cash and cash equivalents, end of period ................. 293.9 86.3 ===== ===== Cooper Cameron Corporation Orders and Backlog ($ millions) Orders Three Months Ended March 31, --------------------- 2003 2002 ---- ---- Cameron ...................................... $354.3 $208.6 Cooper Cameron Valves ........................ 78.4 68.5 Cooper Compression ........................... 80.6 79.2 ------ ------ Total .................................... $513.3 $356.3 ====== ====== Backlog March 31, Dec. 31, March 31, 2003 2002 2002 --------- -------- --------- Cameron .............................. $808.3 $695.8 $513.2 Cooper Cameron Valves ................ 63.0 56.1 76.7 Cooper Compression ................... 93.7 75.9 89.9 ------ ------ ------ Total ............................ $965.0 $827.8 $679.8 ====== ====== ====== Cooper Cameron Corporation Reconciliation of GAAP to Non-GAAP Financial Information ($ millions, except per share data)
Three Months Ended March 31, 2003 ------------------------------------------------------------------ Cooper Cameron Cooper Cameron Valves Compression Corporate Total ------- ------- ----------- --------- ----- Income (loss) before income taxes .... $15.9 $ 8.7 $(5.3) $(7.9) $11.4 Depreciation & amortization .... 12.5 3.1 4.1 0.7 20.4 Interest, net ...... -- -- -- 0.6 0.6 Special items ...... 1.5 -- 3.0 1.0 5.5 ----- ----- ----- ----- ----- EBITDA before special items ... $29.9 $11.8 $ 1.8 $(5.6) $37.9 ===== ===== ===== ===== ===== Three Months Ended March 31, 2002 ------------------------------------------------------------------ Cooper Cameron Cooper Cameron Valves Compression Corporate Total ------- ------- ----------- --------- ----- Income (loss) before income taxes .... $19.0 $ 9.1 $ 4.5 $(5.1) $27.5 Depreciation & amortization .... 11.0 2.4 4.3 0.6 18.3 Interest, net ...... -- -- -- 0.2 0.2 ----- ----- ----- ----- ----- EBITDA before special items ... $30.0 $11.5 $ 8.8 $(4.3) $46.0 ===== ===== ===== ===== =====
Three Months Ended March 31, ------------------- 2003 2002 ---- ---- Net income ....................................... $ 8.4 $19.5 Special items, net of tax ........................ 4.1 -- ----- ----- Net income before special items .................. $12.5 $19.5 ===== ===== Three Months Ended March 31, ------------------- 2003 2002 ---- ---- Diluted earnings per share ............................. $0.15 $0.35 Earnings per share impact of special items ............. 0.08 -- ----- ----- Diluted earnings per share before special items ........ $0.23 $0.35 ===== ===== -----END PRIVACY-ENHANCED MESSAGE-----