DRIL-QUIP INC
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 27, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| PART I | ||
|---|---|---|
| Item 1. | Business | 7 |
| Item 1A. | Risk Factors | 21 |
| Item 1B. | Unresolved Staff Comments | 32 |
| Item 1C. | Cybersecurity | 33 |
| Item 2. | Properties | 34 |
| Item 3. | Legal Proceedings | 35 |
| Item 4. | Mine Safety Disclosure | 35 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities | 36 |
| Item 6. | [Removed and Reserved] | 38 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 50 |
| Item 8. | Financial Statements and Supplementary Data | 51 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 84 |
| Item 9A. | Controls and Procedures | 84 |
| Item 9B. | Other Information | 84 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 84 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 85 |
| Item 11. | Executive Compensation | 85 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 85 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 85 |
| Item 14. | Principal Accountant Fees and Services | 85 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 86 |
| Signatures | 90 | |
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements contained in all parts of this document that are not historical facts are forward-looking statements that involve risks and uncertainties that are beyond the control of Dril-Quip, Inc. (the “Company” or “Dril-Quip”). You can identify the Company’s forward-looking statements by the words “anticipate,” “estimate,” “expect,” “may,” “project,” “believe” and similar expressions, or by the Company’s discussion of strategies or trends. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct. These forward-looking statements include the following types of information and statements as they relate to the Company:
the impact of actions taken by the Organization of Petroleum Exporting Countries and the expanded alliance (OPEC+) with respect to their production levels and the effects thereof;
risks related to the acquisition of Great North, including the risk that the benefits of the transaction may not be fully realized or may take longer to realize than expected;
the impact of general economic conditions, including inflationary pressures and interest rates, a general economic slowdown or recession or instability in financial institutions, on economic activity and on our operations;
future operating results and cash flow;
scheduled, budgeted and other future capital expenditures;
planned or estimated cost savings;
working capital requirements;
the need for and the availability of expected sources of liquidity;
the introduction into the market of the Company’s future products;
the Company’s ability to deliver its backlog in a timely fashion;
the market for the Company’s existing and future products;
the Company’s ability to develop new applications for its technologies;
the exploration, development and production activities of the Company’s customers;
compliance with present and future environmental, social, and governance (ESG) standards and regulations and costs associated with environmentally related penalties, capital expenditures, remedial actions and proceedings;
effects of pending legal proceedings;
changes in customers’ future product and service requirements that may not be cost effective or within the Company’s capabilities;
future operations, financial results, business plans and cash needs; and
the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources.
These statements are based on assumptions and analysis in light of the Company’s experience and perception of historical trends, current conditions, expected future developments and other factors the Company believes were appropriate in the circumstances when the statements were made. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such statements. While it is not possible to identify all factors, the Company continues to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed under “Item 1A. Risk Factors” in this report and the following:
increasing attention to ESG matters and government regulations related to climate change and energy conservation measures;
the general volatility of oil and natural gas prices;
the impact of actions taken by OPEC+ to adjust their production levels;
the cyclical nature of the oil and gas industry;
uncertainties associated with the United States and worldwide economies;
uncertainties regarding political tensions in the Middle East, South America, Africa and elsewhere, and war (including future developments in the ongoing conflicts in Ukraine and the Gaza Strip);
current and potential governmental regulatory actions in the United States and regulatory actions and political unrest in other countries;
uncertainties regarding future oil and gas exploration and production activities, including new regulations, customs requirements, product testing requirements, and rig capacity;
operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks);
project terminations, suspensions or scope adjustments to contracts reflected in the Company’s backlog;
the Company’s reliance on product development;
technological developments;
public health crises and other catastrophic events, such as the COVID-19 pandemic;
the Company’s reliance on third-party technologies;
acquisition and merger activities involving the Company or its competitors;
the Company’s dependence on key employees and skilled machinists, fabricators and technical personnel;
the Company’s reliance on sources of raw materials, including any increase in steel costs or decreases in steel supply as a result of global tariffs on certain imported steel mill products;
impact of environmental matters, including future environmental regulations;
competitive products and pricing pressures;
currency exchange, rate fluctuations and devaluations;
currency exchange controls;
the ability of the OPEC+ to set and maintain production levels and pricing;
oil and natural gas production levels by non-OPEC+ countries;
the Company’s reliance on significant customers;
creditworthiness of the Company’s customers;
fixed-price contracts;
changes in general economic, market or business conditions;
access to capital markets;
negative outcome of litigation, threatened litigation or government proceedings;
the impact of global health epidemics and concerns;
terrorist threats or acts, war and civil disturbances;
changes to, and differing interpretations of, tax laws with respect to our operations and subsidiaries;
declines in investor and lender sentiment with respect to, and new capital investments in, the oil and gas industry; and
the impact of our customers and the global energy sector shifting some of their asset allocation from fossil-fuel production to renewable energy resources.
Many of such factors are beyond the Company’s ability to control or predict. Any of the factors, or a combination of these factors, could materially affect the Company’s future results of operations and the ultimate accuracy of the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Every forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to publicly update or revise any forward-looking statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.