UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 Or 15 (d) Of The Securities Exchange Act Of 1934
For the quarterly period ended September 30, 2003.
or
[ ] Transition Report Pursuant To Section 13 Or 15 (d) Of The Securities Exchange Act Of 1934
For the transition period from to
Commission file number 0-18691
NORTH COAST ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction or organization of incorporation) |
34-1594000 (I.R.S. Employer Identification No.) |
|
| 1993 Case Parkway Twinsburg, Ohio (Address of principal executive offices) |
44087-2343 (Zip Code) |
Registrants telephone number, including area code: (330) 425-2330
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X . No .
Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act).
Yes . No X .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of Common Stock, as of the latest practicable date.
| Class | Outstanding at September 30, 2003 | |
|
|
||
| Common Stock, $.01 par value | 15,251,806 |
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
| Page No. | ||||||
PART I FINANCIAL INFORMATION |
||||||
Item 1. Financial Statements |
||||||
Consolidated Balance Sheets - |
||||||
September 30, 2003 (Unaudited) and December 31, 2002 |
3 | |||||
Consolidated Statements of Income (Unaudited) - |
||||||
For the Three and Nine Months Ended September 30, 2003 and 2002 |
5 | |||||
Consolidated Statements of Cash Flows (Unaudited) - |
||||||
For the Nine Months Ended September 30, 2003 and 2002 |
6 | |||||
Notes to Unaudited Consolidated Financial Statements |
7 | |||||
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |
14 | |||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
20 | |||||
Item 4. Controls and Procedures |
21 | |||||
PART II OTHER INFORMATION |
22 | |||||
SIGNATURES |
23 | |||||
INDEX TO EXHIBITS |
24 | |||||
2
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2003 and December 31, 2002
| September 30, | December 31, | |||||||||
| ASSETS | 2003 | 2002 | ||||||||
| (Unaudited) | ||||||||||
CURRENT ASSETS |
||||||||||
Cash and equivalents |
$ | 16,970,728 | $ | 14,711,205 | ||||||
Accounts receivable |
8,281,944 | 5,796,537 | ||||||||
Inventories |
310,713 | 353,722 | ||||||||
Prepaid expenses |
711,542 | 404,726 | ||||||||
Total current assets |
26,274,927 | 21,266,190 | ||||||||
PROPERTY AND EQUIPMENT, at cost |
||||||||||
Land |
222,822 | 222,822 | ||||||||
Oil and gas properties (successful efforts) |
158,612,028 | 143,952,276 | ||||||||
Gathering systems |
17,664,379 | 17,137,184 | ||||||||
Vehicles |
3,133,369 | 2,288,388 | ||||||||
Furniture and fixtures |
1,092,736 | 991,438 | ||||||||
Buildings and improvements |
2,170,862 | 1,877,667 | ||||||||
| 182,896,196 | 166,469,775 | |||||||||
Less accumulated depreciation, depletion |
||||||||||
and amortization |
43,816,334 | 37,213,430 | ||||||||
| 139,079,862 | 129,256,345 | |||||||||
OTHER ASSETS, net |
584,734 | 1,328,595 | ||||||||
TOTAL ASSETS |
$ | 165,939,523 | $ | 151,851,130 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2003 and December 31, 2002
| September 30, | December 31, | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | 2003 | 2002 | |||||||||
| (Unaudited) | |||||||||||
CURRENT LIABILITIES |
|||||||||||
Accounts payable |
$ | 4,330,519 | $ | 3,369,632 | |||||||
Accrued expenses |
9,869,400 | 7,077,717 | |||||||||
Total current liabilities |
14,199,919 | 10,447,349 | |||||||||
LONG-TERM DEBT |
|||||||||||
Affiliates |
| 10,000,000 | |||||||||
Non-affiliates |
57,000,000 | 57,000,000 | |||||||||
| 57,000,000 | 67,000,000 | ||||||||||
OTHER LONG-TERM LIABILITIES |
1,184,123 | 208,456 | |||||||||
DEFERRED INCOME TAXES |
16,514,002 | 9,458,421 | |||||||||
COMMITMENTS AND CONTINGENCIES |
|||||||||||
STOCKHOLDERS EQUITY |
|||||||||||
Series A, 6% Noncumulative Convertible Preferred
stock par value $.01 per share; 563,270 shares
authorized; 0 and 72,336 shares issued and outstanding
(aggregate liquidation value of $0 and $723,360) |
| 723 | |||||||||
Series B, Cumulative Convertible Preferred stock, par
value $.01 per share; 625,000 shares authorized; no
shares issued or outstanding |
| | |||||||||
Undesignated Serial Preferred stock, par value $.01
per share; 811,730 shares authorized; no shares issued
or outstanding |
| | |||||||||
Common Stock, par value $.01 per share; 60,000,000
shares authorized; 15,251,806 and 15,208,634 shares issued
and outstanding |
152,518 | 152,086 | |||||||||
Additional paid-in capital |
47,264,681 | 47,889,111 | |||||||||
Accumulated other comprehensive loss |
(1,244,252 | ) | (1,430,225 | ) | |||||||
Retained earnings |
30,868,532 | 18,125,209 | |||||||||
Total stockholders equity |
77,041,479 | 64,736,904 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 165,939,523 | $ | 151,851,130 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2003 and 2002
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
REVENUE |
||||||||||||||||||
Oil and gas production |
$ | 14,445,510 | $ | 9,194,196 | $ | 42,186,892 | $ | 26,245,966 | ||||||||||
Drilling revenues |
| | | 2,082,351 | ||||||||||||||
Well operating, gathering, and other |
1,766,291 | 1,648,632 | 5,018,799 | 5,039,990 | ||||||||||||||
| 16,211,801 | 10,842,828 | 47,205,691 | 33,368,307 | |||||||||||||||
COSTS AND EXPENSES |
||||||||||||||||||
Oil and gas production expenses |
2,565,363 | 2,231,911 | 7,799,116 | 6,175,590 | ||||||||||||||
Drilling costs |
| | | 1,752,456 | ||||||||||||||
Well operating, gathering, and other |
1,366,896 | 921,025 | 4,003,930 | 2,523,548 | ||||||||||||||
Exploration expense |
1,215,721 | 317,284 | 2,476,316 | 1,049,504 | ||||||||||||||
General and administrative expenses |
1,648,753 | 947,224 | 4,763,290 | 2,921,300 | ||||||||||||||
Depreciation, depletion and amortization |
2,352,710 | 2,257,730 | 6,789,965 | 6,463,464 | ||||||||||||||
| 9,149,443 | 6,675,174 | 25,832,617 | 20,885,862 | |||||||||||||||
INCOME FROM OPERATIONS |
7,062,358 | 4,167,654 | 21,373,074 | 12,482,445 | ||||||||||||||
INTEREST EXPENSE, NET |
||||||||||||||||||
Interest income |
118,923 | 104,225 | 357,643 | 272,798 | ||||||||||||||
Interest expense |
661,009 | 795,167 | 2,071,894 | 2,378,038 | ||||||||||||||
| 542,086 | 690,942 | 1,714,251 | 2,105,240 | |||||||||||||||
INCOME BEFORE PROVISION
FOR INCOME TAXES |
6,520,272 | 3,476,712 | 19,658,823 | 10,377,205 | ||||||||||||||
PROVISION FOR INCOME TAXES |
2,294,000 | 1,175,123 | 6,915,500 | 3,506,332 | ||||||||||||||
NET INCOME |
$ | 4,226,272 | $ | 2,301,589 | $ | 12,743,323 | $ | 6,870,873 | ||||||||||
NET INCOME APPLICABLE TO
COMMON STOCK (after dividends on
Cumulative Preferred
Stock of $58,167 for
the nine months ended September 30, 2002) |
$ | 4,226,272 | $ | 2,301,589 | $ | 12,743,323 | $ | 6,812,706 | ||||||||||
NET INCOME PER SHARE |
||||||||||||||||||
Basic |
$ | 0.28 | $ | 0.15 | $ | 0.84 | $ | 0.45 | ||||||||||
Diluted |
$ | 0.27 | $ | 0.15 | $ | 0.82 | $ | 0.45 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2003 and 2002
(Unaudited)
| September 30, | September 30, | |||||||||||
| 2003 | 2002 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 12,743,323 | $ | 6,870,873 | ||||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation, depletion and amortization |
6,789,965 | 6,463,464 | ||||||||||
Deferred income taxes |
6,915,500 | 3,416,787 | ||||||||||
Gain on sale of property and equipment |
(4,781 | ) | | |||||||||
Change in: |
||||||||||||
Accounts receivable |
(2,485,407 | ) | (291,421 | ) | ||||||||
Inventories and other current assets |
(263,807 | ) | (455,585 | ) | ||||||||
Other assets, net |
604,627 | 279,888 | ||||||||||
Accounts payable and accrued expenses |
5,101,227 | 1,619 | ||||||||||
Billings in excess of costs on uncompleted contracts |
| (2,062,094 | ) | |||||||||
Other long-term liabilities |
(46,937 | ) | (140,598 | ) | ||||||||
Total adjustments |
16,610,387 | 7,212,060 | ||||||||||
Net cash provided by operating activities |
29,353,710 | 14,082,933 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
Purchases of property and equipment |
(16,844,409 | ) | (19,939,244 | ) | ||||||||
Proceeds on sale of property and equipment |
374,943 | 1,275 | ||||||||||
Net cash used by investing activities |
(16,469,466 | ) | (19,937,969 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
Repayment of long-term debt affiliates |
(10,000,000 | ) | | |||||||||
Net proceeds from issuance of common stock |
154,189 | | ||||||||||
Redemption of Preferred A stock |
(720,610 | ) | | |||||||||
Redemption of Preferred B stock |
| (2,326,640 | ) | |||||||||
Redemption of Options |
(58,300 | ) | | |||||||||
Dividends |
| (58,167 | ) | |||||||||
Net cash used by financing activities |
(10,624,721 | ) | (2,384,807 | ) | ||||||||
INCREASE (DECREASE) IN CASH AND EQUIVALENTS |
2,259,523 | (8,239,843 | ) | |||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD |
14,711,205 | 22,035,924 | ||||||||||
CASH AND EQUIVALENTS AT END OF PERIOD |
$ | 16,970,728 | $ | 13,796,081 | ||||||||
Supplemental disclosures of cash flow information: |
||||||||||||
Cash paid during the period for: |
||||||||||||
Interest |
$ | 2,242,140 | $ | 2,548,886 | ||||||||
Income taxes |
| 32,545 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Accounting Policies
| A. | General | ||
| The accompanying unaudited consolidated financial statements included herein, have been prepared by North Coast Energy, Inc. in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. These financial statements should be read in conjunction with the financial statements and notes thereto which are in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002. | |||
| The balance sheet at December 31, 2002, presented in this report, has been derived from the audited financial statements at that date but does not include all of the information and footnotes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2002. | |||
| The results of the operations for the interim periods may not necessarily be indicative of the results to be expected for the full year. In addition, the preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
| The accompanying financial statements should be read in connection with the Notes to Consolidated Financial Statements included in Item 8. Financial Statements and Supplemental Data in the Companys 2002 Annual Report on Form 10-K filed with the SEC. Following is a discussion of the Companys most critical accounting policies. | |||
| B. | Oil and Gas Investments and Properties | ||
| The Company uses the successful efforts method of accounting for its oil and gas producing activities. Under successful efforts, costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized. | |||
| Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed. | |||
| C. | Oil and Gas Reserves | ||
| The Companys proved developed and proved undeveloped reserves are all located within the Appalachian and Illinois Basins in the United States. The Company cautions that there are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of development expenditures. In addition, estimates of new discoveries are more imprecise than those of properties with a production history. Accordingly, these estimates are expected to change as future information becomes available. |
7
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
| Material revisions of reserve estimates may occur in the future, development and production of the oil and gas reserves may not occur in the periods assumed, actual prices realized and actual costs incurred may vary significantly from assumptions used. Proved reserves represent estimated quantities of natural gas and oil that geological and engineering data demonstrate with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions existing at the time the estimates were made. Proved developed reserves are expected to be recovered through wells and equipment in place and under operating methods being utilized at the time the estimates were made. The accuracy of a reserve estimate is a function of the quality and quantity of available data, the accuracy of assumptions used and the judgment of the persons preparing the estimate. | |||
| The Companys proved reserve information is based on estimates it prepared. Estimates prepared by others may be higher or lower than the Companys estimates. The Companys estimates of proved reserves have been reviewed by independent petroleum engineers at each fiscal year end, most recently, December 31, 2002. | |||
| D. | Capitalization, Depreciation, Depletion and Impairment of Long-Lived Assets | ||
| When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized on a group (pool) basis with proved properties having similar characteristics, by the unit-of-production method based upon estimated proved developed reserves. To the extent that capitalized costs of each pool of proved properties exceed the estimated future net cash flow from such pool, the excess capitalized costs are written down to the present value of such amount. Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Companys current proved properties. | |||
| On sale or abandonment of an entire interest in an unproved property, the gain or loss is recognized taking into consideration the amount of any recorded impairment. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained. The carrying cost of unproved properties is approximately $3,800,000 at September 30, 2003. | |||
| Unproved oil and gas properties that are significant are periodically assessed for impairment of value and a loss is recognized at the time of impairment by providing an impairment allowance. Other unproved properties are expensed when surrendered or upon lease expiration. | |||
| Property and equipment are stated at cost and are depleted or depreciated principally on methods and at rates designed to amortize their costs over their estimated useful lives (proved oil and gas properties using the unit-of-production method based upon estimated proved developed oil and gas reserves, gathering systems using the straight-line method over 10 to 25 years, vehicles, furniture and fixtures using various methods over 3 to 15 years and building and improvements using various methods over 7 31.5 years). | |||
| The Company follows Statement of Financial Accounting Standards (SFAS) No. 144 which requires a review for impairment whenever circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recorded as impaired properties are identified. | |||
| E. | Derivatives and Hedging | ||
| The hedging relationship between the hedging instruments and hedged item must be highly effective. The Company measures effectiveness at least on a monthly basis. Ineffective portions of a derivative instruments change in fair value are immediately recognized in net income (loss). If there is a discontinuance of a cash flow hedge because it is probable that the original forecasted transaction would not occur, deferred gains or losses are recognized in earnings immediately. |
8
NORTH COAST ENERGY, INC. AND SUBSIDIA