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, 2004
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 1-8590
MURPHY OIL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 71-0361522 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) | |
| 200 Peach Street | ||
| P. O. Box 7000, El Dorado, Arkansas | 71731-7000 | |
| (Address of principal executive offices) | (Zip Code) | |
(870) 862-6411
(Registrants 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. þ Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). þ Yes ¨ No
Number of shares of Common Stock, $1.00 par value, outstanding at March 31, 2004 was 91,975,758.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Murphy Oil Corporation and Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Thousands of dollars)
| (Unaudited) March 31, 2004 |
December 31, 2003 |
||||||
| ASSETS |
|||||||
| Current assets |
|||||||
| Cash and cash equivalents |
$ | 297,386 | 252,425 | ||||
| Accounts receivable, less allowance for doubtful accounts of $11,027 in 2004 and $10,735 in 2003 |
509,564 | 450,201 | |||||
| Inventories, at lower of cost or market |
|||||||
| Crude oil and blend stocks |
49,030 | 46,626 | |||||
| Finished products |
133,740 | 157,078 | |||||
| Materials and supplies |
64,544 | 66,806 | |||||
| Prepaid expenses |
37,558 | 44,779 | |||||
| Deferred income taxes |
21,099 | 20,940 | |||||
| Total current assets |
1,112,921 | 1,038,855 | |||||
| Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization of $2,915,084 in 2004 and $3,472,133 in 2003 |
3,146,860 | 3,530,800 | |||||
| Goodwill, net |
46,426 | 64,873 | |||||
| Deferred charges and other assets |
69,576 | 78,119 | |||||
| Assets held for sale |
457,792 | | |||||
| Total assets |
$ | 4,833,575 | 4,712,647 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||
| Current liabilities |
|||||||
| Current maturities of long-term debt |
$ | 66,018 | 67,224 | ||||
| Accounts payable and accrued liabilities |
773,239 | 659,609 | |||||
| Income taxes |
76,164 | 83,493 | |||||
| Total current liabilities |
915,421 | 810,326 | |||||
| Notes payable |
1,000,344 | 1,061,410 | |||||
| Nonrecourse debt of a subsidiary |
22,559 | 28,897 | |||||
| Deferred income taxes |
393,693 | 421,700 | |||||
| Asset retirement obligations |
196,063 | 252,397 | |||||
| Accrued major repair costs |
23,851 | 20,513 | |||||
| Deferred credits and other liabilities |
170,452 | 166,521 | |||||
| Liabilities associated with assets held for sale |
84,644 | | |||||
| Stockholders equity |
|||||||
| Cumulative Preferred Stock, par $100, authorized 400,000 shares, none issued |
| | |||||
| Common Stock, par $1.00, authorized 200,000,000 shares, issued 94,613,379 shares |
94,613 | 94,613 | |||||
| Capital in excess of par value |
508,529 | 504,809 | |||||
| Retained earnings |
1,437,755 | 1,357,910 | |||||
| Accumulated other comprehensive income |
59,658 | 65,246 | |||||
| Unamortized restricted stock awards |
(5,237 | ) | | ||||
| Treasury stock, 2,637,621 shares of Common Stock in 2004 and 2,742,781 shares in 2003, at cost |
(68,770 | ) | (71,695 | ) | |||
| Total stockholders equity |
2,026,548 | 1,950,883 | |||||
| Total liabilities and stockholders equity |
$ | 4,833,575 | 4,712,647 | ||||
See Notes to Consolidated Financial Statements, page 5.
The Exhibit Index is on page 22.
1
Murphy Oil Corporation and Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(Thousands of dollars, except per share amounts)
| Three Months Ended March 31, |
|||||||
| 2004 |
2003* |
||||||
| REVENUES |
|||||||
| Sales and other operating revenues |
$ | 1,616,566 | 1,257,170 | ||||
| Gain on sale of assets |
29,207 | 24 | |||||
| Interest and other income |
2,299 | 975 | |||||
| Total revenues |
1,648,072 | 1,258,169 | |||||
| COSTS AND EXPENSES |
|||||||
| Crude oil, natural gas and product purchases |
1,167,265 | 904,693 | |||||
| Operating expenses |
168,410 | 142,896 | |||||
| Exploration expenses, including undeveloped lease amortization |
49,149 | 15,399 | |||||
| Selling and general expenses |
30,681 | 28,933 | |||||
| Depreciation, depletion and amortization |
80,196 | 57,176 | |||||
| Accretion on discounted liabilities |
2,507 | 2,471 | |||||
| Interest expense |
14,288 | 13,961 | |||||
| Interest capitalized |
(4,252 | ) | (9,536 | ) | |||
| Total costs and expenses |
1,508,244 | 1,155,993 | |||||
| Income from continuing operations before income taxes |
139,828 | 102,176 | |||||
| Income tax expense |
59,132 | 19,319 | |||||
| Income from continuing operations |
80,696 | 82,857 | |||||
| Discontinued operations, net of tax |
17,543 | 11,248 | |||||
| Cumulative effect of change in accounting principle, net of tax |
| (6,993 | ) | ||||
| NET INCOME |
$ | 98,239 | 87,112 | ||||
| INCOME (LOSS) PER COMMON SHARE BASIC |
|||||||
| Income from continuing operations |
$ | .88 | .91 | ||||
| Discontinued operations |
.19 | .12 | |||||
| Cumulative effect of change in accounting principle |
| (.08 | ) | ||||
| NET INCOME BASIC |
$ | 1.07 | .95 | ||||
| INCOME (LOSS) PER COMMON SHARE DILUTED |
|||||||
| Income from continuing operations |
$ | .86 | .90 | ||||
| Discontinued operations |
.19 | .12 | |||||
| Cumulative effect of change in accounting principle |
| (.08 | ) | ||||
| NET INCOME DILUTED |
$ | 1.05 | .94 | ||||
| Average common shares outstanding basic |
91,925,678 | 91,738,379 | |||||
| Average common shares outstanding diluted |
93,173,199 | 92,349,666 | |||||
| * | Reclassified to conform to 2004 presentation. |
See Notes to Consolidated Financial Statements, page 5.
2
Murphy Oil Corporation and Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
(Thousands of dollars)
| Three Months Ended March 31, |
|||||||
| 2004 |
2003 |
||||||
| Net income |
$ | 98,239 | 87,112 | ||||
| Other comprehensive income (loss), net of tax |
|||||||
| Cash flow hedges |
|||||||
| Net derivative gains (losses) |
2,388 | (19,687 | ) | ||||
| Reclassification adjustments |
(3,108 | ) | 18,449 | ||||
| Total cash flow hedges |
(720 | ) | (1,238 | ) | |||
| Net gain (loss) from foreign currency translation |
(4,868 | ) | 52,647 | ||||
| Minimum pension liability adjustment |
| (707 | ) | ||||
| COMPREHENSIVE INCOME |
$ | 92,651 | 137,814 | ||||
See Notes to Consolidated Financial Statements, page 5.
3
Murphy Oil Corporation and Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Thousands of dollars)
| Three Months Ended March 31, |
|||||||
| 2004 |
2003 |
||||||
| OPERATING ACTIVITIES |
|||||||
| Income from continuing operations |
$ | 80,696 | 82,857 | ||||
| Adjustments to reconcile income from continuing operations to net cash provided by operating activities |
|||||||
| Depreciation, depletion and amortization |
80,196 | 57,176 | |||||
| Provisions for major repairs |
7,612 | 6,410 | |||||
| Expenditures for major repairs and asset retirement obligations |
(6,358 | ) | (3,694 | ) | |||
| Dry holes |
42,104 | 2,936 | |||||
| Amortization of undeveloped leases |
3,907 | 3,342 | |||||
| Accretion on discounted liabilities |
2,507 | 2,471 | |||||
| Deferred and noncurrent income tax charges (benefits) |
8,787 | (17,001 | ) | ||||
| Pretax gains from disposition of assets |
(29,207 | ) | (24 | ) | |||
| Net decrease in operating working capital other than cash and cash equivalents |
75,243 | 34,509 | |||||
| Other |
205 | (5,905 | ) | ||||
| Net cash provided by continuing operations |
265,692 | 163,077 | |||||
| Net cash provided by discontinued operations |
40,183 | 49,469 | |||||
| Net cash provided by operating activities |
305,875 | 212,546 | |||||
| INVESTING ACTIVITIES |
|||||||
| Property additions and dry holes |
(195,516 | ) | (158,100 | ) | |||
| Proceeds from sales of assets |
37,140 | 8,006 | |||||
| Other net |
(893 | ) | 30 | ||||
| Investing activities of discontinued operations |
(15,837 | ) | (25,181 | ) | |||
| Net cash required by investing activities |
(175,106 | ) | (175,245 | ) | |||
| FINANCING ACTIVITIES |
|||||||
| Increase (decrease) in notes payable |
(60,534 | ) | 42,024 | ||||
| Decrease in nonrecourse debt of a subsidiary |
(7,879 | ) | (9,056 | ) | |||
| Proceeds from exercise of stock options and employee stock purchase plans |
926 | 943 | |||||
| Cash dividends paid |
(18,394 | ) | (18,353 | ) | |||
| Other |
| (72 | ) | ||||
| Net cash provided by (used in) financing activities |
(85,881 | ) | 15,486 | ||||
| Effect of exchange rate changes on cash and cash equivalents |
73 | (855 | ) | ||||
| Net increase in cash and cash equivalents |
44,961 | 51,932 | |||||
| Cash and cash equivalents at January 1 |
252,425 | 164,957 | |||||
| Cash and cash equivalents at March 31 |
$ | 297,386 | 216,889 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES |
|||||||
| Cash income taxes paid |
$ | 58,779 | 33,993 | ||||
| Interest capitalized in excess of amounts paid |
(471 | ) | (6,357 | ) | |||
See Notes to Consolidated Financial Statements, page 5.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
These notes are an integral part of the financial statements of Murphy Oil Corporation and Consolidated Subsidiaries (Murphy/the Company) on pages 1 through 4 of this Form 10-Q report.
Note A Interim Financial Statements
The consolidated financial statements of the Company presented herein have not been audited by independent auditors, except for the Consolidated Balance Sheet at December 31, 2003. In the opinion of Murphys management, the unaudited financial statements presented herein include all accruals necessary to present fairly the Companys financial position at March 31, 2004, and the results of operations and cash flows for the three-month periods ended March 31, 2004 and 2003, in conformity with accounting principles generally accepted in the United States.
Financial statements and notes to consolidated financial statements included in this Form 10-Q report should be read in conjunction with the Companys 2003 Form 10-K report, as certain notes and other pertinent information have been abbreviated or omitted in this report. Financial results for the three months ended March 31, 2004 are not necessarily indicative of future results.
Note B Discontinued Operations
The Companys Canadian subsidiaries began marketing most of their Western Canadian conventional oil and gas assets (sale properties) in February 2004, and in early April entered into two binding agreements to sell these assets for total proceeds of C$830 million. Sale of assets under one agreement occurred on April 22, 2004. Closing of the other transaction is expected in May and will be subject to due diligence provisions and normal regulatory approvals. The Company expects to utilize the proceeds of the sales to fund operations in Malaysia and other areas and/or to repay debt under revolving credit agreements. The sale properties produce about 20,000 barrels of oil equivalent per day and have total reserves of approximately 46 million barrels equivalent from heavy oil, light oil, and natural gas properties. The operating results from the sale properties have been reported as discontinued operations beginning in the first quarter of 2004. Operating results for the quarter ended March 31, 2003 have been reclassified to conform to this presentation. At March 31, 2004, the major assets (liabilities) associated with the sale properties were as follows:
| (Thousands of dollars) | March 31, 2004 |
|||
| Property, plant and equipment, net of accumulated depreciation, depletion and amortization |
$ | 433,609 | ||
| Goodwill, net |
17,716 | |||
| Other assets |
6,467 | |||
| Assets held for sale |
$ | 457,792 | ||
| Deferred income taxes |
$ | (32,570 | ) | |
| Asset retirement obligations |
(52,074 | ) | ||
| Liabilities associated with assets held for sale |
$ | (84,644 | ) | |
Revenues from the sale properties in the first quarter of 2004 and 2003 were $52.7 million and $64.1 million, respectively. Comparable pretax earnings from the sale properties were $28.9 million in the first quarter of 2004 and $23.1 mill