GRANT PRIDECO INC Item 1A Risk Factors Risk Factors and Exposures The businesses in which we operate are subject to various risks and uncertainties that could have adverse consequences on our results of operations and financial condition and that could cause actual results to be materially different from projected results contained in the forward-looking statements in this report and in our other disclosures |
Investors should carefully consider these risks and uncertainties when evaluating our company and the forward-looking statements that we make |
These risks and uncertainties include, but are not limited to, the following: A decline in domestic and worldwide oil and gas drilling activity would adversely affect our results of operations |
Our forward-looking statements and projections of future results assume increasing demand and prices for our products and services |
However, our businesses are materially dependent on the level of oil and gas drilling activity in North America and worldwide, which in turn depends on the level of capital spending by major, independent and state-owned exploration and production companies |
This capital spending is driven by current prices for oil and gas and the perceived stability and sustainability of those prices |
Oil and gas prices have been subject to significant fluctuation in recent years in response to changes in the supply and demand for oil and gas, market uncertainty, world events, governmental actions and a variety of additional factors that are beyond our control, including: • the level of North American and worldwide oil and gas exploration and production activity; • worldwide economic conditions, particularly economic conditions in North America; • oil and gas production costs; • the expected costs of developing new reserves; • national government political requirements and the policies of the OPEC; • the price and availability of alternative fuels; • environmental regulation; and • tax policies |
Decreased demand for our products results not only from periods of lower drilling activity, but also from the resulting build up of customer inventory of drill pipe associated with idle rigs, which can be used on active rigs in lieu of new purchases |
The time period during which drill pipe inventory is used is a function of the number of rigs actively drilling and the expected level of drilling activity |
A decrease in the number of rigs actively drilling results in a large amount of unused drill pipe on idle rigs and a decrease in demand for new drill pipe |
An economic downturn could adversely affect demand for our products and services and our results of operations |
The US and worldwide economies have been very volatile, and their future directions are uncertain |
If North American or international economies decline unexpectedly, our results of operations, stockholders’ equity, cash flows and financial condition could be materially adversely affected |
10 _________________________________________________________________ [76]Table of Contents Increases in the prices of our raw materials could affect our results of operations |
We use large amounts of steel and alloy tubulars and bars in the manufacture of our products |
The price of steel and these alloy raw materials has a significant impact on our cost of producing products |
If we are unable to pass future raw material price increases on to our customers, our margins and results of operations, stockholders’ equity, cash flows and financial condition could be adversely affected |
Steel and alloy prices have increased significantly during the past several years, caused primarily by significant increases in the prices paid by our suppliers for scrap and coke and alloys utilized in their operations |
In addition, rising alloy and steel costs also have the potential to delay increases in demand for our drill stem components and premium casing products |
As drill stem products are not consumables, our customers could elect to defer purchases until such time as they determine that steel prices have stabilized or returned to more normalized conditions |
Our forward-looking statements do not assume that there will be any reduced demand for our drill stem products or premium casing as a result of increased prices caused by the current shortages being experienced in the worldwide steel and alloy markets |
Reduced demand could adversely affect our results of operations, stockholders’ equity, cash flows and financial condition |
Interruptions of supply of raw materials could materially adversely affect our results of operations |
We rely on various suppliers to supply the components utilized to manufacture our drilling products and premium casing |
The availability of the raw materials is not only a function of the availability of steel, but also the alloy materials that are utilized by our suppliers in manufacturing tubulars that meet our proprietary chemistries |
Currently, there is a worldwide shortage of scrap, coke and alloys that has caused raw material prices to increase for steel tubulars, billets and bars utilized in our manufacturing operations |
To date, these shortages have not caused a material disruption in availability or our manufacturing operations, however, there can be no assurance that material disruptions could not occur in the future |
If material disruptions to raw materials availability occur, it could adversely affect our results of operations, stockholders’ equity, cash flows and financial condition and our ability to increase our manufacturing operations to meet the increased revenues upon which our forward-looking statements are based |
Due to intense competition in our industry, our revenues may decline if we do not develop, produce and commercialize new competitive technologies and products or if we are unable to adequately protect our current and future intellectual property rights relating to our technologies and products |
The markets for our premium products and services are characterized by continual developments |
Substantial improvements in the scope and quality of product function and performance can occur over a short period of time |
In order to remain competitive, we must be able to develop commercially competitive products in a timely manner in response to changes in technology |
Our ability to develop new products and maintain competitive advantages depends on our ability to design and commercially market products that meet the needs of our customers, including delivery schedules and product specifications |
Additionally, the time and expense invested in product development may not result in commercially feasible applications that provide revenues |
We could be required to write-off our entire investment in a new product that does not reach commercial viability |
Moreover, we may experience operating losses after new products are introduced and commercialized because of high start-up costs, unexpected manufacturing costs or problems or lack of demand |
Many of our products and the processes we use to manufacture them have been granted US and international patent protection, or have patent applications pending |
Nevertheless, patents may not be granted for our applications and, if patents are issued, the claims allowed may not be sufficient to protect our technology |
If our patents are not enforceable, or if any of our products infringe patents held by others, our financial results may be adversely affected |
Our competitors may be able to independently develop technology that is similar to ours without infringing on our patents, which is especially true internationally where the protection of intellectual property rights may not be as effective |
In addition, obtaining and maintaining 11 _________________________________________________________________ [77]Table of Contents intellectual property protection internationally may be significantly more expensive than doing so domestically |
We may have to spend substantial time and money defending our patents and, after our patents expire, our competitors will not be legally constrained from developing products substantially similar to ours |
Our results of operations and financial condition are dependent upon our ability to successfully increase and decrease, without material disruption, our manufacturing capacity and expense in response to changes in demand and to maintain prices for our products, which can be adversely affected by changes in industry conditions and competitive forces |
Our projections assume increasing demand for our products and services during 2006 |
As a result, we are in the process of increasing our production capacity to meet this increased demand |
Our forward-looking statements assume we can increase this capacity with minimal operational disruption and inefficiencies |
If this does not happen, or we experience unexpected difficulties in this regard, our results of operations, stockholders’ equity, cash flows and financial condition during this ramp-up could be adversely affected |
Our results of operations can be adversely affected by adverse weather conditions and unexpected stoppages in production |
Our projections assume that there will not be any adverse effects in demand for our products or our production capacity from unexpected weather conditions such as hurricanes and other natural disasters |
In addition, our forward-looking statements assume that we will not experience any material failures in our manufacturing equipment that would reduce our manufacturing capacity and efficiencies |
If such unexpected weather conditions or disruptions in operations occur, they could have a material adverse effect on our results of operations, stockholders’ equity, cash flows and financial condition |
Our international operations may experience severe interruptions due to political, economic or other risks, which could adversely affect our results of operations and financial condition |
For the year ended December 31, 2005, we derived approximately 36prca of our total revenues from our facilities outside the United States |
In addition, a large part of sales from our domestic locations were for use in foreign countries |
In addition, many of our key manufacturing operations are outside of the United States, including Mexico, Italy, United Kingdom, China, Indonesia and Singapore |
Our operations in certain international locations are subject to various political and economic conditions existing in those countries that could disrupt operations |
These risks include: • changes in foreign tax laws; • changes in regulations and labor practices; • currency fluctuations and devaluations; • currency restrictions, banking crises and limitations on repatriation of profits; and • political instability or military conflict |
Our foreign operations may suffer disruptions, and we may incur losses that will not be covered by insurance |
We have not historically carried political risk insurance |
In particular, terrorist attacks and other threats to US national security and resulting US military activity throughout the world increase the possibility that our operations could be interrupted or adversely affected |
Such disruption could result in our inability to ship products in a timely and cost-effective manner or our inability to place contractors and employees in various countries or regions |
Any material currency fluctuations or devaluations, or political events that disrupt oil and gas exploration and production or the movement of funds and assets could materially adversely affect our results of operations, stockholders’ equity, cash flows and financial condition |
We manufacture and sell drill pipe locally through our Chinese operations |
As is customary in this country, our Chinese operations may settle receivables and payables through bearer bonds and notes |
At 12 _________________________________________________________________ [78]Table of Contents December 31, 2005, we were not holding any such notes |
To date, our Chinese operations have not experienced significant losses as a result of such practice; however, there can be no assurance that such losses could not occur in the future |
Any such losses could have a materially adverse affect on our results of operations, stockholders’ equity, cash flows and financial condition in the period in which they occur |
We have an agreement with VAT, an entity of which we own 50dtta01prca, to purchase green tubulars through September 2007 |
Our future results could be adversely affected if we are unable to use or resell these tubulars |
In addition, we have agreed to be responsible for paying any “anti-dumping” duties in the United States on the resale of these tubulars, which could affect our ability to resell the tubulars in the United States |
Further, our long-term supply contract with VAT is denominated in Euros |
We have no significant offset for revenues in Euros and we have not hedged for currency risk with respect to this contract |
Thus, a material long-term strengthening of the Euro versus the US dollar could materially adversely affect our results of operations, stockholders’ equity, cash flows and financial condition |
In connection with our business operations, we could be subject to substantial liability claims that adversely affect our results of operations |
Our products are complex and the failure of this equipment to operate properly or to meet specifications may greatly increase our customers’ costs of drilling a well |
In addition, many of these products are used in hazardous drilling and production applications where an accident or product failure can cause personal injury or loss of life; damage to property, equipment or the environment; regulatory investigations and penalties; and the suspension of the end-user’s operations |
If our products or services fail to meet specifications or are involved in accidents or failures, we could face warranty, contract or other litigation claims for which we may be held responsible and our reputation for providing quality products may suffer |
Our insurance may not be adequate in risk coverage or policy limits to cover all losses or liabilities that we may incur or for which we may be responsible |
Moreover, in the future we may not be able to maintain insurance at levels of risk coverage or policy limits that we deem adequate or at premiums that are reasonable for us, particularly in the recent environment of significant insurance premium increases |
Any future damages deemed to be caused by our products or services that are assessed against us and that are not covered by insurance, or that are in excess of policy limits or subject to substantial deductibles, could have a material adverse effect on our results of operations and financial condition |
Litigation and claims for which we are not insured can occur, including employee claims, intellectual property claims, breach of contract claims and warranty claims |
Our forward-looking statements assume that such uninsured claims or issues will not occur |
We account for warranty reserves on a specific identification basis |
As a result, a significant unexpected warranty issue during a particular quarter or year could cause a material reduction in our results of operations, stockholders’ equity, cash flows and financial condition in the quarter or year in which the reserve for such warranty is made |
We are subject to environmental, health and safety laws and regulations that expose us to potential financial liability |
Our operations are regulated under a number of federal, state, local and foreign environmental laws and regulations, which govern, among other things, the discharge of hazardous materials into the air and water, as well as the handling, storage and disposal of hazardous materials and the remediation of contaminated sites |
Compliance with these environmental laws is a major consideration in the manufacturing of our products |
Because we use and generate hazardous substances and wastes in our manufacturing operations, we may be subject to material financial liability for any investigation and clean up of such hazardous materials, and any related personal injury damages or toxic tort claims |
We have not historically carried insurance for such matters |
In addition, many of our current and former properties are or have been used for industrial purposes |
Accordingly, we also may be subject to financial liabilities relating to the investigation and remediation of hazardous materials resulting from the action of previous owners or operators of industrial facilities on those 13 _________________________________________________________________ [79]Table of Contents sites |
Liability in many instances may be imposed on us regardless of the legality of the original actions relating to the hazardous or toxic substances or whether or not we knew of, or were responsible for, the presence of those substances |
We are also subject to various federal, state, local and foreign laws and regulations relating to safety and health conditions in our manufacturing facilities |
Those laws and regulations may subject us to material financial penalties or liabilities for any noncompliance, as well as potential business disruption if any of our facilities or a portion of any facility is required to be temporarily closed as a result of any violation of those laws and regulations |
Any such financial liability or business disruption could have a material adverse effect on our results of operations, stockholders’ equity, cash flows and financial condition |
Our results of operations could be adversely affected by actions under US trade laws and new foreign entrants into US markets |
Although we are a US-based manufacturing company, we do own and operate international manufacturing operations that support our US-based business |
If actions under US trade laws were instituted that limited our access to these products, our ability to meet our customer specifications and delivery requirements would be reduced |
Any adverse effects on our ability to import products from our foreign subsidiaries could have a material adverse effect on our results of operations, stockholders’ equity, cash flows and financial condition |
Additionally, foreign producers of tubular goods have been found to have sold their products, which may include premium connections, for export to the United States at prices that are lower than the cost of production, or their prices in their home market, or a major third-country market |
Anti-dumping orders restricting the manner and price at which tubular goods from certain countries can be imported are currently in effect |
If such orders are revoked or changed, we could be exposed to increased competition from imports that could reduce our sales and market share |
In addition, the premium connections market served by our Atlas Bradford product line is highly competitive |
The level of competition could further increase if foreign steel mills, with their own lines of internationally accepted premium connections, more successfully penetrate the US market, which could adversely affect our results of operations, stockholders’ equity, cash flows and financial condition |