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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 March 31, 2005

 

¨ 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

(Registrant’s 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 27, 2005, there were 48,922,599 shares of Common Stock, Par Value $.10 Per Share, outstanding.

 



CABOT OIL & GAS CORPORATION

 

INDEX TO FINANCIAL STATEMENTS

 

     Page

Part I. Financial Information

    

Item 1. Financial Statements

    

Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2005 and 2004

   3

Condensed Consolidated Balance Sheet at March 31, 2005 and December 31, 2004

   4

Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2005 and 2004

   5

Notes to the Condensed Consolidated Financial Statements

   6

Report of Independent Registered Public Accounting Firm on Review of Interim Financial Information

   16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   17

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   28

Item 4. Controls and Procedures

   30

Part II. Other Information

    

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   31

Item 6. Exhibits

   31

Signatures

   32


PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

 

     Three Months Ended
March 31,


     2005

   2004

OPERATING REVENUES

             

Natural Gas Production

   $ 104,272    $ 90,379

Brokered Natural Gas

     26,492      31,559

Crude Oil and Condensate

     11,978      12,767

Other

     1,332      1,899
    

  

       144,074      136,604

OPERATING EXPENSES

             

Brokered Natural Gas Cost

     23,298      28,721

Direct Operations - Field and Pipeline

     14,618      12,078

Exploration

     19,369      16,144

Depreciation, Depletion and Amortization

     26,656      24,229

Impairment of Unproved Properties

     3,411      2,583

General and Administrative

     8,960      6,716

Taxes Other Than Income

     9,718      10,102
    

  

       106,030      100,573

Gain on Sale of Assets

     —        59
    

  

INCOME FROM OPERATIONS

     38,044      36,090

Interest Expense and Other

     4,988      5,377
    

  

Income Before Income Taxes

     33,056      30,713

Income Tax Expense

     12,294      11,702
    

  

NET INCOME

   $ 20,762    $ 19,011
    

  

Basic Earnings per Share

   $ 0.43    $ 0.39

Diluted Earnings per Share

   $ 0.42    $ 0.39

Average Common Shares Outstanding

     48,724      48,597

Diluted Common Shares (Note 6)

     49,306      49,299

 

The accompanying notes are an intergral part of these condensed consolidated financial statements.

 

- 3 -


CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands, except share amounts)

 

    

March 31,

2005


   

December 31,

2004


 

ASSETS

                

Current Assets

                

Cash and Cash Equivalents

   $ 59,584     $ 10,026  

Accounts Receivable

     98,665       125,754  

Inventories

     13,092       24,049  

Deferred Income Taxes

     36,201       21,345  

Other

     10,498       13,505  
    


 


Total Current Assets

     218,040       194,679  

Properties and Equipment, Net (Successful Efforts Method)

     1,011,822       994,081  

Deferred Income Taxes

     15,163       14,855  

Other Assets

     7,065       7,341  
    


 


     $ 1,252,090     $ 1,210,956  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                

Current Liabilities

                

Accounts Payable

   $ 102,511     $ 104,969  

Current Portion of Long-Term Debt

     20,000       20,000  

Deferred Income Taxes

     694       944  

Derivative Contracts

     73,585       38,368  

Accrued Liabilities

     25,523       32,608  
    


 


Total Current Liabilities

     222,313       196,889  

Long-Term Debt

     250,000       250,000  

Deferred Income Taxes

     255,005       247,376  

Other Liabilities

     61,728       61,029  

Commitments and Contingencies (Note 7)

                

Stockholders’ Equity

                

Common Stock:

                

Authorized — 80,000,000 Shares of $.10 Par Value Issued and Outstanding — 49,964,225 Shares and 49,680,915 Shares in 2005 and 2004, respectively

     4,996       4,968  

Additional Paid-in Capital

     385,851       380,125  

Retained Earnings

     130,359       110,935  

Accumulated Other Comprehensive Loss

     (38,147 )     (20,351 )

Less Treasury Stock, at Cost:

                

1,061,550 Shares in 2005 and 2004

     (20,015 )     (20,015 )
    


 


Total Stockholders’ Equity

     463,044       455,662  
    


 


     $ 1,252,090     $ 1,210,956  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

- 4 -


CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

 

     Three Months Ended
March 31,


 
     2005

    2004

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net Income

   $ 20,762     $ 19,011  

Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:

                

Depletion, Depreciation and Amortization

     26,656       24,229  

Impairment of Unproved Properties

     3,411       2,583  

Deferred Income Tax Expense

     3,022       4,549  

Gain on Sale of Assets

     —         (59 )

Exploration Expense

     19,369       16,144  

Change in Derivative Fair Value

     7,512       5,619  

Performance Share Compensation

     412       —    

Other

     1,511       264  

Changes in Assets and Liabilities:

                

Accounts Receivable

     27,089       14,647  

Inventories

     10,957       7,250  

Other Current Assets

     102       2,035  

Other Assets

     (12 )     77  

Accounts Payable and Accrued Liabilities

     (13,956 )     4,187  

Other Liabilities

     1,182       (2,966 )
    


 


Net Cash Provided by Operating Activities

     108,017       97,570  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES

                

Capital Expenditures

     (41,070 )     (35,711 )

Proceeds from Sale of Assets

     588       —    

Exploration Expense

     (19,369 )     (16,144 )
    


 


Net Cash Used by Investing Activities

     (59,851 )     (51,855 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES

                

Increase in Debt

     —         16,000  

Decrease in Debt

     —         (16,000 )

Sale of Common Stock Proceeds

     2,731       6,656  

Dividends Paid

     (1,339 )     (1,296 )
    


 


Net Cash Provided by Financing Activities

     1,392       5,360  
    


 


Net Increase in Cash and Cash Equivalents

     49,558       51,075  

Cash and Cash Equivalents, Beginning of Period

     10,026       724  
    


 


Cash and Cash Equivalents, End of Period

   $ 59,584     $ 51,799  
    


 


 

The accompanying notes are an intergral part of these condensed consolidated financial statements.

 

- 5 -


CABOT OIL & GAS CORPORATION

 

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 for the year ended December 31, 2004 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 on Form 10-K for the year ended December 31, 2004 when reviewing interim financial results. In management’s 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 registered public accounting firm has performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Public Company Accounting Oversight Board (United States). 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.

 

On February 28, 2005, the Company announced that the Board of Directors had declared a 3-for-2 split of the Company’s Common Stock in the form of a stock distribution. The stock dividend was distributed on March 31, 2005 to stockholders of record on March 18, 2005. In lieu of issuing fractional shares, the Company paid cash based on the closing price of the Common Stock on the record date. All common stock accounts and per share data have been retroactively adjusted to give effect to the 3-for-2 split of the Company’s Common Stock.

 

Recently Issued Accounting Pronouncements

 

In December 2004, the Financial Accounting Standard Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment.” SFAS 123R revises SFAS 123, “Accounting for Stock-Based Compensation,” and focuses on accounting for share-based payments for services provided by employee to employer. The statement requires companies to expense the fair value of employee stock options and other equity-based compensation at the grant date. The statement does not require a certain type of valuation model and either a binomial or Black-Scholes model may be used. During the first quarter of 2005, the SEC approved a new rule for public companies which delays the adoption of this standard. The provisions of SFAS 123R are now effective for annual rather than interim periods that begin after June 15, 2005. As a result, the Company will not adopt this SFAS until the first quarter of 2006. The Company is currently evaluating the method of adoption and the impact on the Company’s operating results. Future cash flows of the Company will not be impacted by the adoption of this standard. See “Stock Based Compensation” below for further information.

 

On April 4, 2005, the FASB issued FASB Staff Position (FSP) FAS 19-1 “Accounting for Suspended Well Costs.” This staff position amends FASB Statement No. 19 “Financial Accounting and Reporting by Oil and Gas Producing Companies” and provides guidance about exploratory well costs to companies who use the successful efforts method of accounting. The position states that exploratory well costs should continue to be capitalized if: 1) a sufficient quantity of reserves are discovered in the well to justify its completion as a producing well and 2) sufficient progress is made in assessing the reserves and the well’s economic and operating feasibility. If the exploratory well costs do not meet both of these criteria, these costs should be expensed, net of any salvage value. Additional annual disclosures are required to provide information about management’s evaluation of capitalized exploratory well costs. In addition, the Staff Position requires the annual disclosure of: 1) net changes from period to period of capitalized exploratory well costs for wells that are pending the determination of proved reserves, 2) the amount of exploratory well costs that have been capitalized for a period greater than one year after the completion of drilling and 3) an aging of exploratory well costs suspended for greater than one year with the number of wells it related to. Further, the disclosures

 

- 6 -


should describe the activities undertaken to evaluate the reserves and the projects, the information still required to classify the associated reserves as proved and the estimated timing for completing the evaluation. The guidance in this FSP is required to be applied to the first reporting period beginning after April 4, 2005 on a prospective basis to existing and newly capitalized exploratory well costs. The Company provided the disclosure requirements of this FSP in its Annual Report on Form 10-K for the year ended December 31, 2004 and will continue to provide the disclosures required by the FSP in the interim filings with the SEC. For interim financial statements, only information about significant changes from the information presented in the most recent annual financial statements is required. As of March 31, 2005, the Company did not have any significant changes as defined in the Staff Position from year end.

 

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, “Accounting for Conditional Asset Retirement Obligations.” This Interpretation clarifies the definition and treatment of conditional asset retirement obligations as discussed in FASB Statement No. 143, “Accounting for Asset Retirement Obligations.” A conditional asset retirement obligation is defined as an asset retirement activity in which the timing and/or method of settlement are dependent on future events that may be outside the control of the Company. FIN 47 states that a Company must record a liability when incurred for conditional asset retirement obligations if the fair value of the obligation is reasonably estimable. This Interpretation is intended to provide more information about long-lived assets, more information about future cash outflows for these obligations and more consistent recognition of these liabilities. FIN 47 is effective for fiscal years ending after December 15, 2005. The Company does not believe that its financial position, results of operations or cash flows will be impacted by this Interpretation.

 

Stock Based Compensation

 

The Company accounts for stock-based compensation in accordance with the intrinsic value based method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date over the amount an employee must pay to acquire the stock.

 

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 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. The Earnings per Share amounts for prior periods have been retroactively adjusted to reflect the 3-for-2 split of the Company’s Common Stock effective March 31, 2005.

 

     Three Months Ended
March 31,


(In thousands, except per share amounts)


   2005

   2004

Net Income, as reported

   $ 20,762    $ 19,011

Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of tax, previously not included in Net Income

     292      476
    

  

Pro forma Net Income

   $ 20,470    $ 18,535
    

  

Earnings per Share:

             

Basic - as reported

   $ 0.43    $ 0.39

Basic - pro forma

   $ 0.42    $ 0.38

Diluted - as reported

   $ 0.42    $ 0.39

Diluted - pro forma

   $ 0.42    $ 0.38

 

- 7 -


The assumptions used in the fair value method calculation as well as additional stock based compensation information are disclosed in the following table.

 

     Three Months Ended
March 31,


(In thousands, except per share amounts)


   2005

   2004

Compensation Expense in Net Income, as reported (1)

   $ 640    $ 292

Weighted Average Value per Option Granted During the Period (2) (3)

   $ —      $ —  

Assumptions (3)

             

Stock Price Volatility

     —        —  

Risk Free Rate of Return

     —        —  

Dividend Rate (per year)

   $ 0.16    $ 0.11

Expected Term (in years)

     —        —  

(1) Compensation expense is defined as expense related to the vesting of stock grants, net of tax. Compensation expense in 2005 also includes $0.3 million, net of tax related to performance shares.
(2) Calculated using the Black-Scholes fair value based method.
(3) There were no stock options issued in the first quarter of 2005 or the first quarter of 2004.

 

The fair value of stock options included in the pro forma results for each of the periods presented is not necessarily indicative of future effects on Net Income and Earnings per Share.

 

2. PROPERTIES AND EQUIPMENT

 

Properties and equipment are comprised of the following:

 

     March 31,
2005