Clay C. Williams
Analyst · JPMorgan
Thank you, Pete. National Oilwell Varco produced solid results in its second quarter, delivering $1.46 per fully diluted shares in earnings, up 28% from a year ago, and up $0.02 or about 1% from last quarter, excluding transaction charges from all periods. Revenues were a record $4.7 billion, up 35% from the year earlier quarter and up 10% from the first quarter of 2012. All 3 segments produced record quarterly revenue during the second quarter. Operating profit x transaction charges was a record $907 million, up 27% from the second quarter of last year, and up 3% sequentially, and consolidated operating margins for the second quarter were 19.2%, excluding transaction charges. EBITDA was a record $1,084,000,000 for the second quarter. We have been investing heavily in our businesses, both organically and through M&A, and our second quarter results include a partial quarter for 6 businesses acquired during the period. These, together with the seasonal downturn we see every year in Canada resulted in sequentially lower margins, down 130 basis points from the first quarter. Operating leverage or flow-through was 6% on a sequential revenue gain, and 16% on a year-over-year sales increase as a result. Within our Distribution & Transmission segment, we were very pleased to acquire the Wilson Distribution business from Schlumberger, and Ensco, a Canadian electrical wire and cable distributor which, together, contribute about $190 million for a few weeks during the quarter. And just last week, we completed our previously announced acquisition of CE Franklin, another leading Canadian distribution business. These 3 businesses will serve to more than double the size of our Distribution & Transmission segment and more importantly, enhance NOV's distribution channels across North America, opening up new channels for NOV products into midstream and downstream markets. We expect to achieve meaningful efficiencies over the next 18 months through combining ERP systems and securing greater volume purchasing leverage. Integration has proceeded quickly and smoothly so far and we are pleased to welcome the CE Franklin, Wilson and Ensco employees into the NOV family. Within the Rig Technology segment, the second quarter saw us add NKT Flexibles to our subsea production equipment business, which complements our APL turret mooring systems and other FPSO package components. Demand for subsea equipment appears to be building after a slow 2011, and we have signed contracts for about $200 million in turret mooring systems, since June 30, following a light bookings quarter in Q2. Recent third quarter -- third-party reports from Quest Offshore, DDB Bank, Douglas Westwood and others point to 100-plus FPSO installations through 2016, which were nearly double the existing fleet. With leading products in turret mooring systems and flexible flow lines, risers and jumpers for the subsea, NOV is well-positioned to support this future growth. The Rig Technology segment also acquired Interflow, a leading provider of wells servicing equipment in Canada during the second quarter, which is being integrated into our well intervention and stimulation equipment group. We're excited about the new frac blenders, and pumpers, and cementers and other well service products and capacity this business brings for our franchise. We effectively sold out our coil tubing equipment for the remainder of 2012. During the second quarter, we began to see a decline in new orders for pressure-pumping equipments, but rising orders for coil tubing and wire line units nearly completely offset this decline. Same-store bookings x acquisition effects fell only 3% sequentially for this group, so the business has held up reasonably well. Nevertheless, we expect demand for pressure-pumping equipment to continue to face headwinds in the short run, giving slowing demand for pressure pumping services in North America. We expect this to be partially offset by international markets. Demand has continued to grow in Russia, China and the Middle East. Interflow, together with recent expansion CapEx, further strengthens NOV's already formidable position in the supply of critical hydraulic fracturing stimulation technologies that make shale play economics work. The Petroleum Services & Supplies segment acquired Zap-Lok Pipeline Systems within our Tuboscope unit late in the second quarter. Its revenue contribution during the quarter was therefore minimal, but we expect its low cost mechanical pipe connection technology to contribute meaningfully to Tuboscope's Thru-Kote and UV sleeve connections, and internal tubing coating products in the future by growing through our extensive international infrastructure. Finally, the Well Sites Services unit of PSNS acquired a small company which holds patented technology using our water-based drilling fluids products. All in, we spent $2 billion in cash for these businesses in the second quarter and expected after-tax return on capital of approximately 14%. We expect to continue to find and close attractive acquisitions and believe we find ourselves in a sweet spot in M&A. Sellers have the right mix of prosperity and fear, and we have a high level of conviction in our outlook for oilfield markets. We also have a strong balance sheet and a proven record of solid cash flow. As a group, these acquisitions closed in the second quarter illustrate well our expected returns and our strategies around capital deployment. First, they were all in oil and gas and touch customers and markets we know well. Second, they are simple business plans. Some are large consolidating transactions which we expect to yield meaningful efficiencies in economies of scales. Others are investments in new adjacent technologies that we can bring to market faster through our extensive worldwide infrastructure. Many bring follow-on opportunities for further growth investment. Still, others are new additions to product packages where we seek to standardize offerings to reduce risk and complexity for our customers. In each case, they represent strategies we successfully applied many times in NOV's past. Third, we believe we bought these businesses at fair and reasonable valuations. We've acquired nearly 300 businesses between National Oilwell and Varco over the past 15 or so years. And on average, we close one transaction for about every 7 that we look at. We are making acquisitions full-time, all the time, with a staff devoted to the effort to ensure that we stay in practice and that the process remains as dispassionate and objective as we can make it. We remain close to the market so that our investment decisions are informed, objective and well-reasoned, so that this isn't an ad hoc process subject to hijack by emotion. We run our discounted cash flow models through the pain and stress of down-cycles and we press for good value. In short, we know the market. Fourth, we are experienced at executing due diligence and focus closely on what matters most. We usually avoid stepping in bear traps. Finally, our operations managers are exceptionally good at integrating businesses, tackling organizational questions first, moving quickly and decisively. 300 acquisitions in 15 years means 300 integrations in 15 years. We've probably done everything wrong that you can do wrong on an acquisition and frankly, I wouldn't trade that experience for anything. Our integration processes are empirical and practical and they work. In addition to acquisitions, NOV has continued to invest in organic opportunities around the world, expanding manufacturing facilities for blowout preventers, top drives, drill pipe, tubular coating, coil tubing in units, pumps, power sections, downhole tools, composite pipe, marine connectors and aftermarket services. We're moving forward with a new test well research facility to ensure NOV's continued technical leadership on a variety of products. Our NKT acquisition brought with it a new flexible pipe manufacturing facility in Brazil. We expect our capital expenditures to total about $700 million this year, including a large flexible pipe plant in Brazil that NKT has underway. In the long run, deploying capital is arguably the most important function that management teams perform. Investment decisions, both organic and transactional, have a profound impact on the profile of an organization 10 years hence. We make these decisions with precisely that long view. The deployments you see are the seeds of future cash flows and technologies and capabilities that will bring opportunities to continue to build and grow our company and they reflect the responsibility to our shareholders, our customers and our employees that we take very, very seriously. We also rarely -- actually, we never time transactions perfectly. We serve cyclical markets and recognize that soon after closing, we may be faced with more challenging market conditions and we expect it out of the gate. We nevertheless proceed confidently for 2 important reasons. First, our business model is diversified within oil and gas. Early cycle distribution in Petroleum Services & Supplies businesses are juxtaposed on later-cycle Rig Technology businesses, which empirically lag about 7 quarters. And this has demonstrated compelling durability. I point you to our performance through the 2009 downturn, if you like to analyze this for yourself. NOV's balance between late and early cycle businesses enables us to shift resources from shrinking markets to expanding markets, making it incrementally easier for us to manage through down-cycles than our peers. Second, and most importantly, our strategies around capital deployment at National Oilwell Varco work mostly because of the terrific employees that Pete, Loren and I have the pleasure of serving. It is tough to assume leadership of a business just acquired with lots of new nervous employees, and take these new teammates to a new place of productivity and contribution. It is tough to open new plants in exotic locations, hundreds or thousands of miles outside of established supply chains and smoothly deliver the high-quality products our customers expect. But we make capital investment decisions confidently because we know our exceptionally capable operational leaders in the field will jump right in and make it look easy. We know that our teams can and will respond to market ups and downs decisively and appropriately. And for all these NOV professionals we work with, we are very, very grateful, they do a super job. Turning now to our segment operating results. Rig Technology group generated revenues of $2.4 billion in the second quarter, up 6% sequentially and up 27% compared to the second quarter of 2011. Operating profit was $571 million, giving operating margins for the group of 23.7%, down 70 basis points from the prior quarter. Incremental leverage or flow-through was 14% sequentially, and 11% year-over-year. Excluding the partial quarter results from the NKT Interflow acquisitions, revenues increased 2% sequentially, and flow-throughs were 31%. Operating margins on this basis were 24.5%, up slightly from the first quarter. Aftermarket sales increased 5% sequentially, and 20% year-over-year, and comprised 21% of the mix during the second quarter. We expect continued growth for spares and aftermarket services, given our recent capital investments in this area, along with a steadily growing install base of new high-technology rigs. Importantly, the very first floating rigs delivered this construction cycle are now approaching their fifth birthday. And we expect these rigs to begin to march into shipyards for their inspection soon, which will present NOV with new opportunities to sell spares and replacement and upgrade capital equipment to these rigs. Interest in new offshore rigs remain strong and steady. With limited deepwater and harsh environment jack-up availability, IOCs and NOCs anxious about their production targets, leading-edge day rates moving higher across a number of categories, ample capacity and pervasive hunger and highly qualified Asian shipyards and available financing, at least for established enterprises, our offshore drilling contractor customers find themselves in a uniquely attractive place. What I said earlier about capital deployment decisions having profound implications for the success of a business tenure, hence, applies to them too and they're planting the seeds for their future earnings and cash flow through fleet expansion. The Land businesses is a little slower. Our North American land customers are continuing to build rigs, to which they have previously committed, but flattening to slightly declining day rates, very low gas prices and slightly lower oil prices appear to us to have curbed their enthusiasm, at least partly. Five years ago, such a market mixture would probably result in a dead stop, but interestingly, I think they are merely dialing back a little now. The difference is that there is a higher level of conviction amongst them in their need to retool their fleets to modern AC-powered, quick move, electronically controlled Tier 1 rigs. Market conditions are moderating the pace of retooling, but retooling is moving forward nonetheless. International land prospects are brighter. Markets are strong in Latin America, the Middle East and Southeast Asia in particular. These markets lag North America in adoption of modern Rig Technology, but if history's a guide, international markets will fully embrace these new technologies and that trend appears to be moving forward. Second quarter revenue out of backlog for the entire group increased 6% sequentially, and 31% year-over-year, totaling $1,817,000,000. This is more than offset by new capital equipment orders of $2.2 billion, plus another $511 million of backlog that came in with NKT and Interflow acquisitions for a total of $2,733,000,000 in new orders flowing into backlog. Second quarter new orders included drilling equipment packages for 6 new floaters, including 1 for a shipyard in Brazil, and 5 jack-up drilling equipment packages. Pending backlog as of June 30, 2012, was $11,280,000,000, of which, 14% was for land and 86% offshore, and 8% domestic and 92% international. Of orders on the books at June 30, we expect approximately $3.9 billion to flow out as revenue during the remainder of 2012, $4.9 billion to flow out in 2013, and the balance to flow out thereafter. We delivered 5 floaters during the second quarter, bringing our total to 137 offshore rigs supplied to the industry since 2005. Our order outlook for the third quarter is strong, as there are a number of drilling equipment packages for Brazil that have not yet been awarded. Additionally, there is interest in construction of floaters in Asia to fill the gap between now and delivery of the rigs out of new shipyards in Brazil, plus growing interest in new deepwater frontiers in West Africa, East Africa, a recovering Gulf of Mexico, the North Sea and Southeast Asia. Included in these are inquiries around harsh environment semis. Most jack-up inquiries have come from smaller national oil company and line drilling contractors who tend to be very price-sensitive. Despite NOV's strong market position, we still face strong price competition from aggressive competitors. And overall, drilling equipment pricing has never returned to 2008 level. Looking forward into the third quarter of 2012, we expect strong sequential sales growth up in the high single-digit percentage range at roughly flat operating margins as compared to Q2. We expect start-up costs associated with plant expansions in the U.S., softening shipments in North American service rigs, frac spreads, land drilling rigs and higher revenues from lower-margin FPSO products to be roughly offset by rising high-margin new rig project shipments. The Petroleum Services & Supplies segment generated record revenues of $1,776,000,000, up 4% sequentially and up 31% year-over-year. Operating profit was a record $393 million and operating margins were 22.1%, down about 70 basis points sequentially. Compared to the first quarter of 2012, the $72 million revenue increase produced only 7% operating leverage or flow-through due to Canada breakup and some mixed changes I'll detail in a moment. Year-over-year flow-through normalized for the seasonal Canada effect and were therefore, a more normal 35%. From a regional perspective, U.S. revenues grew 5% sequentially, and totaled 55% of segments mixed in the second quarter. Canada declined 14%, and totaled 7% of the mix. And international revenues increased 5%, and totaled 38% of the segment's second quarter mix. International growth was highest in the Middle East and Africa. As is typical for the segment, seasonal declines in Canada due to breakup came at very high decremental, north of 70%, particularly in sales of downhole products and services. But these sales declines were more than offset by strong sequential performances from other parts of PSNS, including Mission Products and XL Systems. Drill pipe production increased 7% sequentially to new record levels, driving sharply higher margins helped by favorable mix of premium 4-inch XT pipe. However, orders for drill pipe had slowed in recent weeks and we are very cautious about the remainder of the year. Demand for Tuboscope tubular inspection and tubular coating in North America, together with sequentially higher sales of mill equipment, led to slightly higher sequential revenues and margins there. Sales of composite and fiberglass pipe increased sequentially as well, with lower oilfield demand in North America, more than offset by eastern hemisphere sales into FPSO construction projects carrying strong margins. Continued incremental cost savings from the Ameron acquisition drove operating margins higher there as well. Well Site Services posted slightly higher revenues but margins fell, due primarily to the Canadian break up effect and some pricing pressures in the U.S. As we enter the third quarter 2012, we expect Petroleum Services & Supplies segment sales to begin to face some more headwinds in the North American markets, partly offset by continued growth overseas. As U.S. rig counts have flattened and maybe trending downward, we are beginning to see what we believe will be a modest downturn in activity. Specifically, bookings for new drill pipe, drilling and well servicing pump products and composite line pipes have all seen declines in the U.S. in recent weeks. While other products within the segment, notably Downhole Tools, XL systems and certain Well Site Service lines have seen sales trend higher lately. We believe commodity price softness will probably have an impact on drilling activity and potentially limit rig count recovery out of breakup in Canada through the second half of the year. However, we could be wrong. With gas back up over $3, and with WTI now flirting with $90, the North American rig count may well stabilize, potentially even grow. The Gulf of Mexico is marching steadily back to a robust level of activity and we know of 58 new offshore rigs that we expect to order drill pipe over the next year and a half. Nevertheless, as of today, we see a little more caution in our North American customer spending. Given that backdrop with nearly 60% of segment revenues derived from North America, we perceive Petroleum Services & Supplies revenues declining 1% or 2% from the second quarter to the third and post slightly higher -- sorry, posting slightly lower margins. During acquisitions, the Distribution & Transmission segment posted 38% higher sequential sales from the first quarter to the second, and 84% higher year-over-year sales. Revenues were $780 million and operating profit was $54 million. Operating margins were 6.9% of sales. Sequential flow-through or operating leverage was 5% and year-over-year operating leverage was 8%. Mix for the group's second quarter were 79% North American and 21% international. Almost all of the sequential growth was accounted for by the acquisitions of Wilson and Ensco. The legacy NOV distribution services portion of the segment saw its Canadian revenues decline 26% sequentially due to breakup, but its U.S. and international operations offset the declines dollar for dollar. The recovery of offshore drilling in the Gulf of Mexico, project driven valve sales in Azerbaijan and higher North Sea activity contributed to the quarter sales. Higher sequential transmission sales of Ameron products were partly offset by lower Mono sales of industrial products and delays in international artificial lift projects in Latin America. Demand for Mono power sections for drilling motors remains very high. As you can imagine, the group is very busy integrating all of the acquisitions made through the past couple of months and they're making great progress. NOV's combined purchasing power across is now more than doubled distribution business is substantial and we are working to capture additional savings for migrating to a single ERP platform. All in, we expect meaningful savings from the integration which will make our new combined business more efficient. Looking into the third quarter 2012, we expect Distribution & Transmission group revenues to increase substantially, as we pick up by full quarter's results from Wilson and Ensco and almost 1 full quarters revenue from CE Franklin. We expect margins to decline into the mid-5% range, owing to the new mix of business along with North American activity headwinds I discussed earlier. Turning to National Oilwell Varco's consolidated second quarter 2012 income statement, gross margin declined 160 basis points and SG&A increased $24 million, primarily due to the impact of acquisitions made during the quarter. SG&A as a percent of sales was 8.7% in Q2, down from 9.1% last quarter, and down from 10.7% last year. Interest expense of $9 million is expected to rise to about $12 million or $13 million in the third quarter due to debt taken on related to acquisitions. Equity income in our Voest-Alpine JV was $19 million, up $2 million sequentially, on higher sequential OCTG and line pipe volumes. We expect equity income to decline in the third quarter due to scheduled mill maintenance. Other expense improved $8 million from the first quarter due to FX and lower bank charges. The book tax rate for the second quarter was 32.1%, close to our expected rate for the remainder of the year of about 33%. Unallocated expenses and eliminations on our supplemental segment schedule was $111 million in the second quarter, up $10 million sequentially due to higher intersegment sales eliminations. Depreciation and amortization was $157 million, up $9 million from the first quarter due to new acquisitions. EBITDA excluding transaction charges was a record $1,084,000,000, up $46 million sequentially to 22.9% of sales. National Oilwell Varco's June 30, 2012 balance sheet includes total debt of $1.4 billion, an increase of $938 million sequentially to finance acquisitions and domestic tax payments made during the quarter. Cash was $1.9 billion at quarter end with approximately 88% of the balance located overseas. Consolidated working capital excluding cash and debt was $5.9 billion, or 31.2% of annualized sales, up $1.6 billion from the first quarter due mostly to taxes and acquisitions. Inventory accounted for about 60% of our working capital growth of $973 million, with $689 million of that flowing in from acquisitions in the quarter. Legacy NOV business has increased inventory, $284 million, mostly in Rig Technology to support backlog requirements. Faster shipyard construction cycles are accelerating [indiscernible] deliveries from us. Other inventory growth occurred across numerous plant expansion initiatives we are getting up and running across all 3 segments. Domestic and international income tax payments drove accrued taxes down $441 million sequentially and were a significant use of cash in the quarter. Cash flow used by operations was $253 million for the second quarter due primarily to the income tax payments and other working capital items. CapEx was $140 million in the second quarter, and we expect it to rise in Q3 and finish in a range of about $700 million for the full year. So now let me turn it back to Pete.