UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
þ 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
Commission file number: 000-32261
ATP OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
| Texas (State or other jurisdiction of incorporation or organization) |
76-0362774 (I.R.S. Employer Identification No.) |
4600 Post Oak Place, Suite 200
Houston, Texas 77027
(Address of principal executive offices)
(Zip Code)
(713) 622-3311
(Registrant’s telephone number, including area code)
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 þ No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No þ
The number of shares outstanding of Registrant’s common stock, par value $0.001, as of May 12, 2003, was 20,338,753.
ATP OIL & GAS CORPORATION
| Page | ||
| PART I. FINANCIAL INFORMATION |
||
| ITEM 1. FINANCIAL STATEMENTS |
||
| March 31, 2003 (unaudited) and December 31, 2002 |
3 | |
| For the three months ended March 31, 2003 and 2002 (unaudited) |
4 | |
| For the three months ended March 31, 2003 and 2002 (unaudited) |
5 | |
| For the three months ended March 31, 2003 and 2002 (unaudited) |
6 | |
| 7 | ||
| ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
15 | |
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
20 | |
| 21 | ||
| 22 |
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATP OIL & GAS CORPORATION AND SUBSIDIARIES
(In Thousands, Except Share Amounts)
| March 31, 2003 |
December 31, 2002 |
|||||||
| (unaudited) |
||||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ |
3,381 |
|
$ |
6,944 |
| ||
| Restricted cash |
|
— |
|
|
414 |
| ||
| Accounts receivable (net of allowance of $1,266) |
|
28,460 |
|
|
24,998 |
| ||
| Deferred tax asset |
|
2,078 |
|
|
1,628 |
| ||
| Other current assets |
|
3,537 |
|
|
3,245 |
| ||
| Total current assets |
|
37,456 |
|
|
37,229 |
| ||
| Oil and gas properties (using the successful efforts method of accounting) |
|
392,761 |
|
|
355,088 |
| ||
| Less: Accumulated depletion, impairment and amortization |
|
(234,931 |
) |
|
(236,052 |
) | ||
| Oil and gas properties, net |
|
157,830 |
|
|
119,036 |
| ||
| Furniture and fixtures (net of accumulated depreciation) |
|
784 |
|
|
810 |
| ||
| Deferred tax asset |
|
20,289 |
|
|
21,580 |
| ||
| Other assets, net |
|
2,549 |
|
|
3,400 |
| ||
| Total assets |
$ |
218,908 |
|
$ |
182,055 |
| ||
| Liabilities and Shareholders’ Equity |
||||||||
| Current liabilities |
||||||||
| Accounts payable and accruals |
$ |
50,245 |
|
$ |
35,336 |
| ||
| Current maturities of long-term debt |
|
4,500 |
|
|
6,000 |
| ||
| Asset retirement obligation |
|
7,437 |
|
|
— |
| ||
| Derivative liability |
|
9,232 |
|
|
9,592 |
| ||
| Total current liabilities |
|
71,414 |
|
|
50,928 |
| ||
| Long-term debt |
|
80,460 |
|
|
80,387 |
| ||
| Asset retirement obligation |
|
15,385 |
|
|
— |
| ||
| Deferred revenue |
|
1,066 |
|
|
1,111 |
| ||
| Other long-term liabilities and deferred obligations |
|
10,816 |
|
|
11,082 |
| ||
| Total liabilities |
|
179,141 |
|
|
143,508 |
| ||
| Shareholders’ equity |
||||||||
| Preferred stock: $0.001 par value, 10,000,000 shares authorized; none issued |
|
— |
|
|
— |
| ||
| Common stock: $0.001 par value, 100,000,000 shares authorized; 20,414,593 issued and 20,338,753 outstanding at March 31, 2003; 20,398,007 issued and 20,322,167 outstanding at December 31, 2002 |
|
20 |
|
|
20 |
| ||
| Additional paid in capital |
|
81,071 |
|
|
81,087 |
| ||
| Accumulated deficit |
|
(36,916 |
) |
|
(39,314 |
) | ||
| Accumulated other comprehensive loss |
|
(3,497 |
) |
|
(2,335 |
) | ||
| Treasury stock |
|
(911 |
) |
|
(911 |
) | ||
| Total shareholders’ equity |
|
39,767 |
|
|
38,547 |
| ||
| Total liabilities and shareholders’ equity |
$ |
218,908 |
|
$ |
182,055 |
| ||
See accompanying notes to consolidated financial statements.
3
ATP OIL & GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Revenue |
||||||||
| Oil and gas production |
$ |
20,480 |
|
$ |
18,610 |
| ||
| Total revenues |
|
20,480 |
|
|
18,610 |
| ||
| Costs and operating expenses |
||||||||
| Lease operating expenses |
|
3,627 |
|
|
3,815 |
| ||
| Geological and geophysical expenses |
|
154 |
|
|
(43 |
) | ||
| General and administrative expenses |
|
3,173 |
|
|
2,478 |
| ||
| Non-cash compensation expense (general and administrative) |
|
— |
|
|
243 |
| ||
| Depreciation, depletion and amortization |
|
7,762 |
|
|
11,860 |
| ||
| Accretion expense |
|
729 |
|
|
— |
| ||
| Total costs and operating expenses |
|
15,445 |
|
|
18,353 |
| ||
| Income from operations |
|
5,035 |
|
|
257 |
| ||
| Other income (expense) |
||||||||
| Interest income |
|
12 |
|
|
16 |
| ||
| Interest expense |
|
(2,337 |
) |
|
(2,666 |
) | ||
| Loss on derivative instruments |
|
(70 |
) |
|
(7,440 |
) | ||
| Other |
|
31 |
|
|
44 |
| ||
| Total other income (expense) |
|
(2,364 |
) |
|
(10,046 |
) | ||
| Income (loss) before income taxes and cumulative effect of change in accounting principle |
|
2,671 |
|
|
(9,789 |
) | ||
| Income tax benefit (expense) |
|
(935 |
) |
|
3,426 |
| ||
| Income (loss) before cumulative effect of change in accounting principle |
|
1,736 |
|
|
(6,363 |
) | ||
| Cumulative effect of change in accounting principle |
|
662 |
|
|
— |
| ||
| Net income (loss) |
$ |
2,398 |
|
$ |
(6,363 |
) | ||
| Basic and diluted income (loss) per common share: |
||||||||
| Income (loss) before cumulative effect of change in accounting principle |
$ |
0.09 |
|
$ |
(0.31 |
) | ||
| Cumulative effect of change in accounting principle |
|
0.03 |
|
|
— |
| ||
| Net income (loss) |
$ |
0.12 |
|
$ |
(0.31 |
) | ||
| Weighted average number of common shares: |
||||||||
| Basic |
|
20,332 |
|
|
20,313 |
| ||
| Diluted |
|
20,521 |
|
|
20,313 |
| ||
See accompanying notes to consolidated financial statements.
4
ATP OIL & GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Cash flows from operating activities |
||||||||
| Net income (loss) |
$ |
2,398 |
|
$ |
(6,363 |
) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities— |
||||||||
| Depreciation, depletion and amortization |
|
7,762 |
|
|
11,860 |
| ||
| Accretion of discount in asset retirement obligation |
|
729 |
|
|
— |
| ||
| Amortization of deferred financing costs |
|
320 |
|
|
381 |
| ||
| Other comprehensive loss |
|
(835 |
) |
|
— |
| ||
| Deferred tax asset |
|
935 |
|
|
(3,427 |
) | ||
| Non-cash compensation expense |
||||||||