UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 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 1-10578
VINTAGE PETROLEUM, INC.
(Exact name of registrant as specified in charter)
| Delaware |
73-1182669 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 110 West Seventh Street Tulsa, Oklahoma |
74119-1029 | |
| (Address of principal executive offices) |
(Zip Code) |
(918) 592-0101
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
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 check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class |
Outstanding at May 9, 2003 | |
| Common Stock, $.005 Par Value |
63,899,775 |
1
PART I
FINANCIAL INFORMATION
2
ITEM 1. FINANCIAL STATEMENTS
VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares
and per share amounts)
(Unaudited)
| March 31, |
December 31, 2002 | |||||
| ASSETS | ||||||
| CURRENT ASSETS: |
||||||
| Cash and cash equivalents |
$ |
110,962 |
$ |
9,259 | ||
| Accounts receivable— |
||||||
| Oil and gas sales |
|
104,819 |
|
90,267 | ||
| Joint operations |
|
7,938 |
|
9,542 | ||
| Prepaids and other current assets |
|
20,981 |
|
21,021 | ||
| Assets of discontinued operations |
|
— |
|
86,174 | ||
| Total current assets |
|
244,700 |
|
216,263 | ||
| PROPERTY, PLANT AND EQUIPMENT, at cost: |
||||||
| Oil and gas properties, successful efforts method |
|
2,568,698 |
|
2,487,549 | ||
| Oil and gas gathering systems and plants |
|
21,384 |
|
20,588 | ||
| Other |
|
26,846 |
|
26,501 | ||
|
|
2,616,928 |
|
2,534,638 | |||
| Less accumulated depreciation, depletion and amortization |
|
1,033,229 |
|
1,047,665 | ||
| Total property, plant and equipment, net |
|
1,583,699 |
|
1,486,973 | ||
| GOODWILL, net |
|
22,677 |
|
21,099 | ||
| OTHER ASSETS, net |
|
50,798 |
|
51,469 | ||
| TOTAL ASSETS |
$ |
1,901,874 |
$ |
1,775,804 | ||
See notes to unaudited consolidated financial statements.
3
VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
(In thousands, except shares
and per share amounts)
(Unaudited)
| March 31, 2003 |
December 31, 2002 |
||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| CURRENT LIABILITIES: |
|||||||
| Revenue payable |
$ |
25,161 |
$ |
30,869 |
| ||
| Accounts payable—trade |
|
34,413 |
|
42,038 |
| ||
| Current income taxes payable |
|
67,794 |
|
18,722 |
| ||
| Short-term debt |
|
3,570 |
|
4,732 |
| ||
| Derivative financial instruments payable |
|
24,021 |
|
17,122 |
| ||
| Other payables and accrued liabilities |
|
76,297 |
|
54,281 |
| ||
| Liabilities of discontinued operations |
|
— |
|
10,769 |
| ||
| Total current liabilities |
|
231,256 |
|
178,533 |
| ||
| LONG-TERM DEBT |
|
799,416 |
|
883,180 |
| ||
| DEFERRED INCOME TAXES |
|
147,621 |
|
137,015 |
| ||
| LONG-TERM LIABILITY FOR ASSET RETIREMENT OBLIGATIONS |
|
79,007 |
|
— |
| ||
| OTHER LONG-TERM LIABILITIES |
|
5,352 |
|
6,084 |
| ||
| COMMITMENTS AND CONTINGENCIES (Note 6) |
|||||||
| STOCKHOLDERS’ EQUITY, per accompanying statement: |
|||||||
| Preferred stock, $.01 par, 5,000,000 shares authorized, zero shares issued and outstanding |
|
— |
|
— |
| ||
| Common stock, $.005 par, 160,000,000 shares authorized, 64,020,975 and 63,432,972 shares issued and 63,899,775 and 63,348,272 outstanding, respectively |
|
320 |
|
317 |
| ||
| Capital in excess of par value |
|
331,978 |
|
326,510 |
| ||
| Retained earnings |
|
313,118 |
|
274,971 |
| ||
| Accumulated other comprehensive income (loss) |
|
796 |
|
(28,573 |
) | ||
|
|
646,212 |
|
573,225 |
| |||
| Less treasury stock, at cost, 121,200 and 84,700 shares |
|
— |
|
— |
| ||
| Less unamortized cost of restricted stock awards |
|
6,990 |
|
2,233 |
| ||
| Total stockholders’ equity |
|
639,222 |
|
570,992 |
| ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
1,901,874 |
$ |
1,775,804 |
| ||
See notes to unaudited consolidated financial statements.
4
VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended |
||||||||
| 2003 |
2002 |
|||||||
| (Restated) |
||||||||
| REVENUES: |
||||||||
| Oil and gas sales |
$ |
185,658 |
|
$ |
118,500 |
| ||
| Gas marketing |
|
32,920 |
|
|
12,328 |
| ||
| Oil and gas gathering and processing |
|
1,954 |
|
|
1,385 |
| ||
| Gain (loss) on disposition of assets |
|
(650 |
) |
|
85 |
| ||
| Foreign currency exchange gain (loss) |
|
(3,637 |
) |
|
2,892 |
| ||
| Other income (expense) |
|
(249 |
) |
|
616 |
| ||
| Total revenues |
|
215,996 |
|
|
135,806 |
| ||
| COSTS AND EXPENSES: |
||||||||
| Lease operating, including production and export taxes |
|
54,210 |
|
|
46,854 |
| ||
| Exploration costs |
|
14,078 |
|
|
8,953 |
| ||
| Gas marketing |
|
32,037 |
|
|
11,804 |
| ||
| Oil and gas gathering and processing |
|
2,596 |
|
|
1,777 |
| ||
| General and administrative |
|
14,406 |
|
|
12,514 |
| ||
| Depreciation, depletion and amortization |
|
37,294 |
|
|
49,242 |
| ||
| Accretion |
|
1,747 |
|
|
— |
| ||
| Interest |
|
18,541 |
|
|
17,436 |
| ||
| Loss on early extinguishment of debt |
|
1,426 |
|
|
— |
| ||
|
|
176,335 |
|
|
148,580 |
| |||
| Income (loss) from continuing operations before income taxes and cumulative effect of changes in accounting principles |
|
39,661 |
|
|
(12,774 |
) | ||
| PROVISION (BENEFIT) FOR INCOME TAXES: |
||||||||
| Current |
|
14,463 |
|
|
2,039 |
| ||
| Deferred |
|
2,480 |
|
|
(8,518 |
) | ||
| Total provision (benefit) for income taxes |
|
16,943 |
|
|
(6,479 |
) | ||
| Income (loss) from continuing operations before cumulative effect of changes in accounting principles |
|
22,718 |
|
|
(6,295 |
) | ||
| INCOME FROM DISCONTINUED OPERATIONS, net of income taxes |
|
10,844 |
|
|
675 |
| ||
| Income (loss) before cumulative effect of changes in accounting principles |
|
33,562 |
|
|
(5,620 |
) | ||
| CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES, net of income tax provision of $4,104 and zero, respectively |
|
7,119 |
|
|
(60,547 |
) | ||
| NET INCOME (LOSS) |
$ |
40,681 |
|
$ |
(66,167 |
) | ||
See notes to unaudited consolidated financial statements.
5
VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Continued)
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31, |
|||||||
| 2003 |
2002 |
||||||
| (Restated) |
|||||||
| BASIC INCOME (LOSS) PER SHARE: |
|||||||
| Income (loss) from continuing operations before cumulative effect of changes in accounting principles |
$ |
.36 |
$ |
(.10 |
) | ||
| Income from discontinued operations |
|
.17 |
|
.01 |
| ||
| Income (loss) before cumulative effect of changes in accounting principles |
|
.53 |
|
(.09 |
) | ||
| Cumulative effect of changes in accounting principles |
|
.11 |
|
(.96 |
) | ||
| Net income (loss) |
$ |
.64 |
$ |
(1.05 |
) | ||
| DILUTED INCOME (LOSS) PER SHARE: |
|||||||
| Income (loss) from continuing operations before cumulative effect of changes in accounting principles |
$ |
.35 |
$ |
(.10 |
) | ||
| Income from discontinued operations |
|||||||