December 20, 2004 Priti Jain, B.Sc. (Maths Honours) Research Digest Ian Madsen, MBA, CFA, Editor, 312.630.9880 x.417 imadsen@zacks.com www.zackspro.com National-Oilwell, Inc. 155 North Wacker Drive (NOI-NYSE) Chicago, IL 60606 $35.61 Updates from prior report are highlighted Overview NOI, based in Houston, Texas, is a worldwide leader in the design, manufacture and sale of comprehensive systems, components, and products used in oil and gas drilling and production, as well as in distributing produces and providing supply chain integration services to the upstream oil and gas industry. National-Oilwell, like its brethren in the oil services and equipment sector, is dependent on drilling and production activity and the supply/demand balance of rigs. NOI is generally perceived to be a late-cycle play. Its earnings are principally generated from new rig construction, refurbishments and upgrades, and non-capital goods. The non-capital goods earn a much smaller margin and are driven by general drilling activity. The core of more significant earnings growth comes from new rig construction, followed by refurbishments and upgrades. New rig construction is dependent on high rig utilization, generally in excess of 90%, and starts to surface when dayrates increase. NOI is especially well positioned internationally. National Oilwell has manufacturing facilities in U.S., Canada, U.K., France, Norway and China. Saudi Arabia has been a steady market for the company. The Company has formed a joint venture in China with the largest Chinese rig manufacturer. NOI also has a team lined up to enter Iraq, and additionally it has considerable activities in Russia, West Africa and Brazil. Upgrades and refurbishment activity, and new rigs, are expected to increase as the industry is in the early stages of a new capital equipment investment cycle. NOI’s earnings are meaningfully leveraged to its capital equipment sales. With increasing orders and the strengthening pricing environment, the general opinion of the analysts is highly positive for the upturn in the current cycle. National-Oilwell and Varco International, Inc. announced that they have entered into a definitive agreement to merge. Varco shareholders will receive 0.8363 shares of NOI stock in exchange for each Varco share, resulting in the new company, National-Oilwell Varco, having approximately 168 million diluted shares outstanding. National-Oilwell and Varco International,Inc merger remains on schedule to close by the first quarter of 2005. The key positive and negative arguments are addressed below: Key Positive Arguments Positioned for growth (especially for the year 2005) in the current industry up-cycle having higher orders & backlog growth rate Pricing environment strengthening NOI is the world’s largest drilling rig manufacturer Key Negative Arguments Revenues dependent on drilling and production activity High raw material costs, primarily steel © Copyright 2003, Zacks Investment Research. All Rights Reserved. Sales NOI’s sales are directly related to the level of worldwide oil and gas drilling and production activities. Third quarter generated revenues of $618 million up 16% sequentially and 24% from 3Q03. Higher sales volumes from increased demand in both domestic and international drilling markets and better fixed cost absorption in the company’s manufacturing plants boosted the results. The improved sequential performance was also due in part to the absence of cost overruns and late delivery penalties that had plagued the company in the previous quarter. Management expects the revenues in 2005 to be up by 4%-5% and anticipates that revenues from capital equipment business will be up 30% to 50% in 2005 over 2004. The following table details NOI’s historical and projected sales by segment. Table updated for Q3 Segment Sales ($ Millions) Products and Technology Distribution Services Eliminations Consensus Adjustments Total 1Q04A 305 218 (27) (0) 496 2Q04A 348 218 (33) (0) 534 3Q04A 418 233 (33) 4Q04E 426 237 (33) - - 619 630 2004E 1,498 906 (125) (13) 2,266 2005E 1,910 1,022 (131) 00-'03 24.4% 15.0% 23.1% CAGR 03-04E 13.9% 14.4% 23.1% 04E-05E 27.5% 12.8% 4.8% 20.4% 13.0% 23.6% - 2,801 Products and Technology (~60% of total sales) NOI designs, manufactures and sells drilling systems and components for both land and offshore drilling rigs as well as for complete land drilling and well servicing rigs. The products and technology division of NOI can be further divided between capital and non-capital goods. Capital goods include complete land and workover rig packages and offshore rig systems, and other large rig components. Non-capital goods consist of drilling motors, downhole tools, spare parts, expendable parts and other smaller equipment. The Products and Technology segment accounts for roughly 60% of company sales and 90% of NOI’s operating income. Due to the importance of this segment to the bottom line, the analysts focus most of their attention on it. In 2003, the majority of NOI’s sales growth was driven by NOI’s acquisitions of Hydrolift, Dec. 2002, and Mono Pumping Products, Jan. 2003. Hydrolift, acquired for $300 million, strengthened NOI’s position in the offshore drilling market and helped it gain access to new complementary product lines, particularly within the FPSO (floating production storage and offloading) market. Mono Pumping, acquired for $87 million, is a manufacturer of power sections for downhole drilling motors and lift pumps, transfer pumps, grinders and screens. In 2003 revenues were up 43%, primarily due to the above mentioned acquisitions. Third quarter generated revenues of $418 million up 7% sequentially and 31% from 3Q03. Capital equipment manufacturing activities recorded revenues of approximately $199 million, or 48% of Product and Technology revenues. Fifty-two percent of Product and Technology revenues, about $219 million, were generated from non-capital equipment and system sales during the quarter, up 14% from $192 million sequentially. Capital equipment orders were up from $185 million in 2Q04 to $333 million in the 3Q04. Backlog also increased by 30%; as specified in the earlier quarter, the increase to a large extent was contributed due to Kazakhstan project. The project of Kazakhstan rigs is worth approximately $150 million.The rigs will be delivered in 2005. Looking ahead, for the year new, international rig orders should lead to almost 10% revenue growth. Zacks Investment Research Page 2 www.zacks.com National-Oilwell continues to see up to 20 rig opportunities, valued between $5 million and $10 million each in 2005 and into 2006, with most of the international regions (Russia, China, Middle East) coming up as promising markets. Upgraded equipment for increasingly complex drilling is required. The accelerating backlog reflects emerging capital spending cycle. Russia, the Middle East, Southeast Asia, the North Sea, and West Africa are among the strongest markets. Demand for new land, platform, jack-up rigs or for mud pumps, draw-works, and top drives to supply rig refurbishment and upgrade programs, is expected to increase (Bear Stearns). Distribution Services (~40% of sales) The distribution services segment provides supplies as well as repair and maintenance services through its network of approximately 150 distribution service centers. The centers stock and sell a variety of expendable items for oilfield applications and spare parts for NOI’s proprietary equipment. Like the Products and Technology segment, sales are directly correlated to the general activity level of E&P activity. Margins are just under 3% and a majority of the sales come from North America. Given the steady increase in U.S. and Canadian rig counts, revenue and margin growth should be steady to increasing. In 2003 sales were up 15%, International growth and Canadian drilling accounted for most of the growth. Increased drilling activities are expected to lift sales growth by around 12% for the 2004 year. Third quarter revenues in the distribution business were up 7% sequentially from the previous quarter and complemented by strong United States performance. Typically, geographical revenue contribution is 50%, 25%, and 25% for U.S, Canada, and the other internationals, respectively. One analyst (Smith Barney) believes non-capital equipment should grow at least in line with worldwide rig counts, but Distribution should lag due to NOI’s large exposure to North America. Zacks Investment Research Page 3 www.zacks.com Margin NOI’s historical and near term segment, operating income and operating margins is detailed below. Tables updated for Q3 Operating Income ($ Millions) Products and Technology Distribution Services Eliminations 1Q04A 23 5 (3) Consensus Adjustments Total Operating Margins Products and Technology Distribution Services 2Q04A 35 7 (3) 0 0 26 38 3Q04A 45 8 (4) 4Q04E 49 9 (4) (14) (13) 36 41 2004E 153 29 (15) (33) 2005E 277 36 (17) 00-'03 40.0% 4.0% 3.7% CAGR 03-04E -8.5% 101.5% 18.2% 04E-05E 80.7% 22.4% 16.3% 120.2% - 134 295 39.6% -21.3% 2003 1Q04A 2Q04A 3Q04A 4Q04E 2004E 2005E 12.73% 1.83% 7.71% 2.52% 10.03% 3.06% 10.80% 3.64% 11.55% 3.71% 10.23% 3.23% 14.50% 3.50% Products and Technology (~90% of Operating Income) The mix of capital versus non-capital equipment sold plays a significant role in the operating income of this segment. Capital goods items generate much larger margins than non-capital goods. Synergies from the Hydrolift acquisition were expected to generate approximately $10 million in cost savings. Through the first half of 2003 the company had come up short and margins did not expand as expected (Lehman). In the third and fourth quarters 2003, margins did improve to about 13.2%, versus 12.4% in the first half, versus almost 14% in 2002. A more favorable product mix was the reason for the sequential improvement. The margins though improved sequentially, were low on the year-over-year basis. Similar to the last quarter the results were adversely impacted as lower-margin projects worked their way out of the company's backlog. To the extent that future order intake comprises higher profit margin projects – which is expected over the next 12-18 months - there should be improvement on this front. NOI is achieving better pricing in its latest backlog additions, suggesting that margins should expand in 2005. The drilling upturn is translating into orders for new rigs and equipment, a trend that may continue for years (Bear Stearns). . Distribution Services (~10% of Operating Income) Margins have been under 3% in this segment till 1Q04. Management specified that several steps are underway to improve profitability – including review-underperforming facilities, looking for consolidation opportunities, cutting overheads, and streamlining some processes. There has been a marked improvement in the sequential margins, in fact above the expectations of Management (3.64% above the expected 3.25%). Zacks Investment Research Page 4 www.zacks.com Earnings Per Share Table updated for Q3: EPS Consensus Low Median High # of Estimates Y-o-Y growth Quarterly growth 1Q04A $0.13 -54.3% 2Q04A $0.25 93.0% 3Q04A $0.32 27.5% 4Q04E $0.36 2004E $1.06 2005E $2.24 $0.34 $0.36 $0.38 10 $1.04 $1.06 $1.07 11 4.0% $2.00 $2.23 $2.50 4 111.7% 13.4% Q3 EPS was in line with the consensus. Some analysts have raised their 2004 EPS estimates based on increased orders while some have lowered the estimates anticipating weaker returns from Product & Technology division. Most of the analysts have maintained their 2005 EPS estimates. The analyst (Goldman Sachs) with the lowest 2005 EPS estimate lowered its 2005 EPS estimate for NOI (Not Rated) to $1.70 from $1.85 despite higher revenue assumptions due to several factors – higher ’pass-through’ revenues related to increased integrated project work, a higher mix of activity in logistics intensive foreign markets, and the volatile raw material cost environment. The higher 2005 EPS estimates providers (Stifel- Nicolaus & J.P.Morgan) are confident that NOI has strong capital equipment revenues ahead and incremental increases in capital equipment revenues and margins can add significantly to EPS. Accordingly, given that the industry is in the early stages of a new capital equipment investment cycle, there is substantial upside earnings (Stifel Nicolaus). Target Price/Valuation With an average target price of $41.12, the target price ranges between $37-$45. Generally P/E (price-earnings) multiples from 18x - 21x on 2006 earnings and 20x – 24x on 2005 earnings were the most common methodology. Long-Term Growth Growth is driven by the level of worldwide oil and gas drilling and production activities. Fundamentals for an acceleration of capital equipment spending over the near term are generally positive, but this has been anticipated for some time now and though visibility is improving, hard evidence is only beginning to emerge. EPS growth over the next few years is significant, and the target prices are based on relatively high P/Es based on these robust growth expectations. Zacks Investment Research Page 5 www.zacks.com Individual Analyst Opinions – Analysts in yellow are updated following Q3 results POSITIVE RATINGS Bear Stearns – Outperform ($40): They reiterate their price target and their Outperform rating, believing that NOI is well positioned for a wave of new investment in drilling assets. They continue to believe that the merger is positive for NOI shareholders. First Albany – Buy ($37): They continue to maintain that National-Oilwell is well positioned to benefit from the strengthening oilfield services capital equipment spending cycle. The pending combination with Varco International (VRC) will, in their view, further enhance the company's prospects. They reiterate their Buy recommendation on National-Oilwell shares. Goldman – Not Rated (Fair value $42): On August 12, they temporarily suspended the investment rating and price target as the analysts are acting as an advisor in the merger involving NOI and VRC. They are positive about the merger and are of the opinion that although short-term risks have increased yet, long term upside has also improved. Investology Inc – Buy ($39.10): They remain confident that the company has indeed entered a long up cycle that should result in record revenues and profits in 2005. They reiterate their BUY recommendation on NOI and maintain their 12-month price target of $39.1. Raymond James – Strong Buy ($45): They remain very positive on the outlook for National-Oilwell given the backlog growth and the improved spending by National Oil Companies and rig contractors. They are maintaining their price target of $45 and Strong Buy rating. Stifel Nicolaus – Market Outperform ($40): They have been confident for some time that the oilfield industry is entering the early stages of a new capital equipment cycle. They believe National-Oilwell management’s optimistic outlook strongly support the expectations. They reiterate their Market Outperform rating. J.P. Morgan – Overweight (NA): They believe a strong outlook on capital equipment orders and higher margins, coupled with attractive relative valuation levels, support their Overweight rating. Lehman – Overweight ($44): The analyst finds the earnings outlook of NOI as robust given the company’s growing backlog and dominant rig newbuilding cycle. The stock’s relative valuation should improve as orders continue to grow and they maintain their Overweight recommendation. The combination of National Oilwell and Varco International would create a powerhouse in rig equipment and would be the premier beneficiary of a rig construction cycle. MSDW – Overweight ($44): They believe the NOI-VRC merger offers the potential for a dominant position in the capital equipment segment. Both quality and quantity of the backlog is improving with new orders implying significant earnings improvement for 2005. “Importantly, there is breadth to this cyclical up turn with new build activity increasing across all segments including land rigs, offshore rigs, and floating production and storage (FPSO) vessels.” They maintain their Overweight rating and 12-month price target of $44. RBC Cap. – Outperform ($37): They believe NOI is already ideally positioned to benefit from a multiyear equipment new build cycle and its competitive position should be enhanced following the completion of the VRC merger, which they expect to close in early 2005. At about 18x their 2005 EPS estimate, NOI is one of the more attractively valued stocks in their universe. They reiterate their Outperform rating with Above Average Risk. Zacks Investment Research Page 6 www.zacks.com Smith Barney – Buy-High Risk ($44): Smith Barney increased their price target by $2 to $44. Though the margins in P&T segment are on the downside but the prices are steadily rising for new projects and therefore they expect the P&T margins to return to the 12%-13% level in the near-term and rise in 2005. The new company after merger would be well positioned to capitalize on rising worldwide drilling activity and capital equipment demand. NEUTRAL RATINGS None NEGATIVE RATINGS None Zacks Investment Research Page 7 www.zacks.com