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 March 31, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission file number 1-10447
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 04-3072771 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1200 Enclave Parkway, Houston, Texas 77077
(Address of principal executive offices including Zip Code)
(281) 589-4600
(Registrants telephone number)
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 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 Rule 12b-2 of the Act). Yes x No ¨
As of April 26, 2004, there were 32,892,303 shares of Common Stock, Par Value $.10 Per Share, outstanding.
INDEX TO FINANCIAL STATEMENTS
2
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)
| Three Months Ended March 31, |
|||||||
| 2004 |
2003 |
||||||
| NET OPERATING REVENUES |
|||||||
| Natural Gas Production |
$ | 90,379 | $ | 77,710 | |||
| Brokered Natural Gas |
31,559 | 31,850 | |||||
| Crude Oil and Condensate |
12,767 | 23,093 | |||||
| Other |
1,899 | 3,263 | |||||
| 136,604 | 135,916 | ||||||
| OPERATING EXPENSES |
|||||||
| Brokered Natural Gas Cost |
28,721 | 28,261 | |||||
| Direct Operations - Field and Pipeline |
12,078 | 10,926 | |||||
| Exploration |
16,144 | 13,391 | |||||
| Depreciation, Depletion and Amortization |
24,229 | 23,507 | |||||
| Impairment of Unproved Properties |
2,583 | 2,337 | |||||
| Impairment of Long-Lived Assets (Note 2) |
| 87,926 | |||||
| General and Administrative |
6,716 | 6,595 | |||||
| Taxes Other Than Income |
10,102 | 10,224 | |||||
| 100,573 | 183,167 | ||||||
| Gain on Sale of Assets |
59 | 560 | |||||
| INCOME (LOSS) FROM OPERATIONS |
36,090 | (46,691 | ) | ||||
| Interest Expense and Other |
5,377 | 5,625 | |||||
| Income (Loss) Before Income Taxes |
30,713 | (52,316 | ) | ||||
| Income Tax Expense (Benefit) |
11,702 | (19,940 | ) | ||||
| NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE |
19,011 | (32,376 | ) | ||||
| CUMULATIVE EFFECT OF ACCOUNTING CHANGE (Note 9) |
| (6,847 | ) | ||||
| NET INCOME (LOSS) |
$ | 19,011 | $ | (39,223 | ) | ||
| Basic Earnings (Loss) Per Share - Before Accounting Change |
$ | 0.59 | $ | (1.02 | ) | ||
| Diluted Earnings (Loss) Per Share - Before Accounting Change |
$ | 0.58 | $ | (1.02 | ) | ||
| Basic Loss Per Share - Accounting Change |
$ | | $ | (0.21 | ) | ||
| Diluted Loss Per Share - Accounting Change |
$ | | $ | (0.21 | ) | ||
| Basic Earnings (Loss) Per Share |
$ | 0.59 | $ | (1.23 | ) | ||
| Diluted Earnings (Loss) Per Share |
$ | 0.58 | $ | (1.23 | ) | ||
| Average Common Shares Outstanding |
32,398 | 31,837 | |||||
| Diluted Common Shares (Note 5) |
32,866 | 31,837 | |||||
The accompanying notes are an intergral part of these condensed consolidated financial statements.
3
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
| March 31, | December 31, | |||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and Cash Equivalents |
$ | 51,799 | $ | 724 | ||||
| Accounts Receivable |
72,778 | 87,425 | ||||||
| Inventories |
10,991 | 18,241 | ||||||
| Other |
12,971 | 15,006 | ||||||
| Total Current Assets |
148,539 | 121,396 | ||||||
| Properties and Equipment, Net (Successful Efforts Method) |
909,929 | 895,955 | ||||||
| Other Assets |
6,773 | 6,850 | ||||||
| $ | 1,065,241 | $ | 1,024,201 | |||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current Liabilities |
||||||||
| Accounts Payable |
$ | 92,157 | $ | 84,943 | ||||
| Accrued Liabilities |
92,424 | 69,758 | ||||||
| Total Current Liabilities |
184,581 | 154,701 | ||||||
| Long-Term Debt |
270,000 | 270,000 | ||||||
| Deferred Income Taxes |
175,685 | 179,926 | ||||||
| Other Liabilities |
59,212 | 54,377 | ||||||
| Commitments and Contingencies (Note 6) |
||||||||
| Stockholders Equity |
||||||||
| Common Stock: |
||||||||
| Authorized 80,000,000 Shares of $.10 Par Value Issued and Outstanding 32,793,829 Shares and 32,538,255 Shares in 2004 and 2003, Respectively |
3,279 | 3,254 | ||||||
| Additional Paid-in Capital |
368,802 | 361,699 | ||||||
| Retained Earnings |
45,478 | 27,763 | ||||||
| Accumulated Other Comprehensive Loss |
(37,412 | ) | (23,135 | ) | ||||
| Less Treasury Stock, at Cost: |
||||||||
| 302,600 Shares in 2004 and 2003 |
(4,384 | ) | (4,384 | ) | ||||
| Total Stockholders Equity |
375,763 | 365,197 | ||||||
| $ | 1,065,241 | $ | 1,024,201 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net Income (Loss) |
$ | 19,011 | $ | (39,223 | ) | |||
| Adjustments to Reconcile Net Income (Loss) to Cash Provided by Operating Activities: |
||||||||
| Cumulative Effect of Accounting Change |
| 6,847 | ||||||
| Depletion, Depreciation and Amortization |
24,229 | 23,507 | ||||||
| Impairment of Unproved Properties |
2,583 | 2,337 | ||||||
| Impairment of Long-Lived Assets |
| 87,926 | ||||||
| Deferred Income Tax Expense |
4,549 | (27,010 | ) | |||||
| Gain on Sale of Assets |
(59 | ) | (560 | ) | ||||
| Exploration Expense |
16,144 | 13,391 | ||||||
| Change in Derivative Fair Value |
5,619 | 544 | ||||||
| Other |
264 | (139 | ) | |||||
| Changes in Assets and Liabilities: |
||||||||
| Accounts Receivable |
14,647 | (38,442 | ) | |||||
| Inventories |
7,250 | 5,596 | ||||||
| Other Current Assets |
2,035 | (621 | ) | |||||
| Other Assets |
77 | (201 | ) | |||||
| Accounts Payable and Accrued Liabilities |
4,187 | 22,988 | ||||||
| Other Liabilities |
(2,966 | ) | 2,607 | |||||
| Net Cash Provided by Operating Activities |
97,570 | 59,547 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Capital Expenditures |
(35,711 | ) | (21,321 | ) | ||||
| Proceeds from Sale of Assets |
| 1,602 | ||||||
| Exploration Expense |
(16,144 | ) | (13,391 | ) | ||||
| Net Cash Used by Investing Activities |
(51,855 | ) | (33,110 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Increase in Short-Term Financing |
16,000 | 64,000 | ||||||
| Decrease in Short-Term Financing |
(16,000 | ) | (91,000 | ) | ||||
| Sale of Common Stock Proceeds |
6,656 | 498 | ||||||
| Dividends Paid |
(1,296 | ) | (1,273 | ) | ||||
| Net Cash Provided (Used) by Financing Activities |
5,360 | (27,775 | ) | |||||
| Net Increase (Decrease) in Cash and Cash Equivalents |
51,075 | (1,338 | ) | |||||
| Cash and Cash Equivalents, Beginning of Period |
724 | 2,561 | ||||||
| Cash and Cash Equivalents, End of Period |
$ | 51,799 | $ | 1,223 | ||||
The accompanying notes are an intergral part of these condensed consolidated financial statements.
5
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. FINANCIAL STATEMENT PRESENTATION
During interim periods, Cabot Oil & Gas Corporation (the Company) follows the same accounting policies used in its Annual Report to Stockholders and its Report on Form 10-K filed with the Securities and Exchange Commission. People using financial information produced for interim periods are encouraged to refer to the footnotes in the Annual Report to Stockholders when reviewing interim financial results. In managements opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.
Our independent accountants have performed a review of these condensed consolidated interim financial statements in accordance with standards established by the American Institute of Certified Public Accountants. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meanings of Sections 7 and 11 of the Act.
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on the Companys financial position, results of operations or cash flows.
Recently Issued Accounting Pronouncements
In June 2001, the FASB approved for issuance Statement of Financial Accounting Standards (SFAS) 143, Accounting for Asset Retirement Obligations. SFAS 143 establishes accounting requirements for retirement obligations associated with tangible long-lived assets, including (1) the timing of the liability recognition, (2) initial measurement of the liability, (3) allocation of asset retirement cost to expense, (4) subsequent measurement of the liability and (5) financial statement disclosures. SFAS 143 requires that an asset retirement cost should be capitalized as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The adoption of SFAS 143 resulted in (1) an increase of total liabilities, because more retirement obligations are required to be recognized, (2) an increase in the recognized cost of assets, because the retirement costs are added to the carrying amount of the long-lived assets, and (3) an increase in operating expense, because of the accretion of the retirement obligation and additional depreciation and depletion. The majority of the asset retirement obligations recorded by the Company relate to the plugging and abandonment of oil and gas wells. The Company adopted the statement on January 1, 2003. The transition adjustment resulting from the adoption of SFAS 143 has been reported as a cumulative effect of a change in accounting principle in January 2003.
In January 2003, the FASB issued Financial Interpretation No. 46, Consolidation of Variable Interest Entities An Interpretation of ARB No. 51 (FIN 46 or Interpretation). FIN 46 is an interpretation of Accounting Research Bulletin 51, Consolidated Financial Statements, and addresses consolidation by business enterprises of variable interest entities (VIEs). The primary objective of the Interpretation is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as VIEs. The Interpretation requires an enterprise to consolidate a VIE if that enterprise has a variable interest that will absorb a majority of the entitys expected losses if they occur, receive a majority of the entitys expected residual returns if they occur or both. An enterprise shall consider the rights and obligations conveyed by its variable interests in making this determination. At March 31, 2004 the Company did not have any entities that would qualify for consolidation in accordance with the provisions of FIN 46. Therefore, the adoption of FIN 46 did not have an impact on the Companys consolidated financial statements.
In May 2003 the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement was developed in response to concerns expressed by preparers, auditors, regulators, investors, and other users of
6
financial statements about issuers classification in the statement of financial position of certain financial instruments that have characteristics of both liabilities and equity but that have been presented either entirely as equity or between the liabilities section and the equity section of the statement of financial position. This statement also addresses questions about the classification of certain financial instruments that embody obligations to issue equity shares.
SFAS 150 contains guidance which stipulates that companies with consolidated entities that will terminate by a specified date, such as limited-life partnerships, will have to measure the liabilities for the other owners interests in those limited-life entities based on the fair values of the limited-life entities assets. Period-to-period changes in the liabilities are to be reported in the consolidated income statement as interest costs. As a result of SFAS 150, liability amounts and related interest costs may be significantly greater than the minority interests previously recognized. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this standard did not have an impact on our consolidated financial statements. In November 2003 the FASB issued FSP 150-3, Effective Date, Disclosures, and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non Controlling Interests Under SFAS 150, which defers indefinitely the provisions of SFAS 150 as they relate to the Companys limited life partnerships acquired in conjunction with the Cody acquisition.
We have been made aware of an issue regarding the application of provisions of SFAS 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142) to companies in the extractive industries, including oil and gas companies. The issue was whether SFAS 142 requires registrants to reclassify costs associated with mineral rights, including both proved and unproved leasehold acquisition costs, as intangible assets in the balance sheet, apart from other capitalized oil and gas property costs. Historically, the Company and other oil and gas companies have included the cost of these oil and gas leasehold interests as part of oil and gas properties and provided the disclosures required by SFAS No. 69, Disclosures about Oil and Gas Producing Activities (SFAS 69). Also under consideration was whether SFAS 142 requires registrants to provide the additional disclosures prescribed by SFAS 142 for intangible assets for costs associated with mineral rights. In March 2004, the Emerging Issues Task Force (EITF) released a consensus on EITF Issue No. 04-2, Whether Mineral Rights are Tangible or Intangible Assets, that stated mineral rights are tangible assets. Additionally, the FASB has issued guidance that would amend SFAS 141 and 142 to exclude mineral rights from the definition of intangible assets.
On December 23, 2003, the FASB issued SFAS 132, Employers Disclosures about Pensions and Other Postretirement Benefits, an amendment of SFAS 87, 88, and 106, and a revision of SFAS 132. This statement revises employers disclosures about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by SFAS 87, Employers Accounting for Pensions, SFAS 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and SFAS 106, Employers Accounting for Postretirement Benefits Other Than Pensions. The new rules require additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. The required information must be provided separately for pension plans and for other postretirement benefit plans. The new disclosures are effective for 2003 calendar year financial statements. See footnote 10 for the interim disclosures.
7
Stock Based Compensation
SFAS 123, Accounting for Stock-Based Compensation, as amended by SFAS 148, Accounting for Stock-Based Compensation Transition and Disclosure, outlines a fair value based method of accounting for stock options or similar equity instruments. The Company has opted to continue using the intrinsic value based method, as recommended by Accounting Principles Board (APB) Opinion 25, to measure compensation cost for its stock option plans.
The following table illustrates the effect on Net Income and Earnings Per Share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.
| Three Months Ended March 31, |
|||||||
| (In thousands, except per share amounts) |
2004 |
2003 |
|||||
| Net Income (Loss), as reported |
$ | 19,011 | $ | (39,223 | ) | ||
| Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax |
476 | 477 | |||||
| Pro forma net income (loss) |
$ | 18,535 | $ | (39,700 | ) | ||
| Earnings per share: |
|||||||
| Basic - as reported |
$ | 0.59 | $ | (1.23 | ) | ||
| Basic - pro forma |
$ | 0.57 | $ | (1.25 | ) | ||
| Diluted - as reported |
$ | 0.58 | $ | (1.23 | ) | ||
| Diluted - pro forma |
$ | 0.56 | $ | (1.25 | ) | ||
The assumptions used in the fair value method calculation as well as additional stock based compensation information are disclosed in the following table.