-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/ladTdxTjQ/1hMOiGkBlwH7Tqd57UfLK1rSI9aV/fHTHu80FNRzhSe4RXRYbyxo FC9+PhyJHR7C6lholCmFTg== 0000006769-97-000003.txt : 19970520 0000006769-97-000003.hdr.sgml : 19970520 ACCESSION NUMBER: 0000006769-97-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04300 FILM NUMBER: 97609258 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 10-Q 1 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, 1997 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 1-4300 -------------- APACHE CORPORATION - ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 41-0747868 - ------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Suite 100, One Post Oak Central 2000 Post Oak Boulevard, Houston, TX 77056-4400 - ------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (713) 296-6000 -------------- 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 ---- ---- Number of shares of Apache Corporation common stock, $1.25 par value, outstanding as of March 31, 1997 90,250,160 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS APACHE CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED INCOME (Unaudited) (In thousands, except per common share data) For the Quarter Ended March 31, ------------------------- 1997 1996 ---------- ----------- REVENUES: Oil and gas production revenues $ 262,395 $ 171,921 Gathering, processing and marketing revenues 60,094 33,949 Equity in income of affiliates 193 -- Other revenues (854) 600 ---------- ---------- 321,828 206,470 ---------- ---------- OPERATING EXPENSES: Depreciation, depletion and amortization 89,318 71,861 Operating costs 59,972 52,512 Gathering, processing and marketing costs 59,354 32,410 Administrative, selling and other 9,142 8,858 Financing costs: Interest expense 23,641 20,248 Amortization of deferred loan costs 1,327 1,155 Capitalized interest (8,640) (5,301) Interest income (368) (679) ---------- ---------- 233,746 181,064 ---------- ---------- INCOME BEFORE INCOME TAXES 88,082 25,406 Provision for income taxes 35,205 9,751 ---------- ---------- NET INCOME $ 52,877 $ 15,655 ========== ========== Primary earnings per common share $ .57 $ .20 Fully diluted earnings per common share .55 .20 Pro Forma earnings per share data (See Note 1) Basic earnings per common share $ .59 $ .20 Diluted earnings per common share .55 .20 Weighted average common shares outstanding 90,143 77,422 ======= =======
The accompanying notes to consolidated financial statements are an integral part of this statement. 1 APACHE CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED CASH FLOWS (Unaudited) (In thousands) For the Quarter Ended March 31, ------------------------- 1997 1996 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 52,877 $ 15,655 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 89,318 71,861 Amortization of deferred loan costs 1,327 1,155 Provision for deferred income taxes 26,782 9,114 Cash distributions less than earnings of affiliates (167) -- Changes in operating assets and liabilities: (Increase) decrease in receivables 35,341 (3,354) Increase in advances to oil and gas ventures and other (6,688) (2,178) (Increase) decrease in other assets 1,301 (1,537) Decrease in product inventory 55 -- Decrease in accounts payable (7,556) (2,974) Increase (decrease) in accrued expenses 101 (12,553) Decrease in advance from gas purchaser (2,389) (2,041) Decrease in deferred credits and other noncurrent liabilities (3,504) (5,089) --------- --------- Net cash provided by operating activities 186,798 68,059 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Exploration and development expenditures (164,496) (116,482) Acquisition of oil and gas properties (6,816) (643) Gathering, transmission and processing expenditures (4,225) (3,093) Non-cash portion of oil and gas property additions (10,894) 6,426 Investment in Producers Energy Marketing, LLC, net 175 (5,785) Proceeds from sale of oil and gas properties 750 -- Other capital expenditures, net (326) (2,435) Other, net (2,139) (2,164) --------- --------- Net cash used by investing activities (187,971) (124,176) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Long-term borrowings 255,512 183,889 Payments on long-term debt (244,532) (119,268) Proceeds from issuance of common stock, net 3,869 2,873 Treasury stock activity, net (363) (2) Dividends paid (6,304) (5,417) Cost of debt and equity transactions (297) -- --------- --------- Net cash provided by financing activities 7,885 62,075 --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 6,712 5,958 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,161 13,633 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,873 $ 19,591 ========= =========
The accompanying notes to consolidated financial statements are an integral part of this statement. 2 APACHE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands) March 31, December 31, 1997 1996 ----------- ----------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 19,873 $ 13,161 Receivables 199,166 234,646 Inventories 16,047 13,963 Advances to oil and gas ventures and other 13,069 6,386 ----------- ------------ 248,155 268,156 ----------- ------------ PROPERTY AND EQUIPMENT: Oil and gas, on the basis of full cost accounting: Proved properties 4,858,059 4,713,113 Unproved properties and properties under development, not being amortized 409,998 388,872 International concession rights, not being amortized 99,000 99,000 Gas gathering, transmission and processing facilities 125,671 121,446 Other 58,929 58,882 ----------- ------------ 5,551,657 5,381,313 Less: Accumulated depreciation, depletion and amortization (2,366,731) (2,281,252) ----------- ------------ 3,184,926 3,100,061 ----------- ------------ OTHER ASSETS: Deferred charges and other 60,535 64,213 ----------- ----------- $ 3,493,616 $ 3,432,430 =========== ===========
The accompanying notes to consolidated financial statements are an integral part of this statement. 3 APACHE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands) March 31, December 31, 1997 1996 ----------- ----------- (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ -- $ 2,000 Accounts payable 166,631 174,941 Accrued operating expense 21,332 17,263 Accrued exploration and development 65,526 76,465 Accrued compensation and benefits 5,737 12,262 Other accrued expenses 29,283 26,726 ---------- ---------- 288,509 309,657 ---------- ---------- LONG-TERM DEBT 1,248,686 1,235,706 ---------- ---------- DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: Income taxes 281,267 254,789 Advance from gas purchaser 49,409 51,798 Other 58,441 61,964 ---------- ---------- 389,117 368,551 ---------- ---------- SHAREHOLDERS' EQUITY: Common stock, $1.25 par, 215,000,000 shares authorized, 91,425,393 and 91,224,028 shares issued, respectively 114,282 114,030 Paid-in capital 1,006,157 1,002,540 Retained earnings 479,147 432,588 Treasury stock, at cost, 1,175,233 and 1,165,231 shares, respectively (15,515) (15,152) Currency translation adjustment (16,767) (15,490) ---------- ---------- 1,567,304 1,518,516 ---------- ---------- $ 3,493,616 $ 3,432,430 ========== ==========
The accompanying notes to consolidated financial statements are an integral part of this statement. 4 APACHE CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED RETAINED EARNINGS (Unaudited) (In thousands) For the Quarter Ended March 31, --------------------------- 1997 1996 ---------- ----------- RETAINED EARNINGS, beginning of period $ 432,588 $ 335,470 Net income 52,877 15,655 Dividends declared: Common stock, $.07 per share (6,318) (5,425) ---------- ---------- RETAINED EARNINGS, end of period $ 479,147 $ 345,700 ========== ==========
The accompanying notes to consolidated financial statements are an integral part of this statement. 5 APACHE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) These financial statements have been prepared by Apache Corporation (Apache or the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods, on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the Company's most recent annual report on Form 10-K. 1. EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." The new standard simplifies the computation of earnings per share (EPS) and increases comparability to international standards. Under SFAS No. 128, primary EPS is replaced by "Basic" EPS, which excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. "Diluted" EPS, which is computed similarly to fully diluted EPS, reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company is required to adopt the new standard in its year-end 1997 financial statements. All prior-period EPS information (including interim EPS) is required to be restated at that time. Early adoption is not permitted. Pro forma EPS, as if the Company adopted SFAS No. 128 on January 1 of each period presented, are as follows: For the Quarter Ended March 31, ------------------- 1997 1996 ------- ------- Basic EPS $ .59 $ .20 Diluted EPS .55 .20
2. ACQUISITIONS On May 20, 1996, Apache acquired The Phoenix Resource Companies, Inc. (Phoenix), an oil and gas company operating primarily in the Arab Republic of Egypt. The merger (Merger) resulted in Phoenix becoming a wholly owned subsidiary of Apache and was accounted for using the purchase method of accounting. The financial results of Phoenix have been included since the date of the acquisition. Pursuant to the Merger agreement, shares of Phoenix common stock then outstanding and outstanding Phoenix stock options (which were assumed by Apache) were converted into the right to receive (a) .75 shares of Apache common stock with any fractional shares paid in cash, without interest, and (b) $4.00 in cash. As a result, 12.2 million shares of Apache common stock were issued in exchange for outstanding Phoenix stock. 6 The following unaudited pro forma financial information shows the effect on the Company's consolidated results of operations as if the Phoenix Merger occurred on January 1, 1996. The pro forma data is based on numerous assumptions and is not necessarily indicative of future results of operations. For the Quarter Ended March 31, 1996 ----------------------------- (In thousands, except per share data) As Reported Pro Forma ----------- --------- Revenues $ 206,470 $ 216,983 Net income $ 15,655 $ 18,160 Primary earnings per common share $ .20 $ .20
3. NON-CASH INVESTING AND FINANCING ACTIVITIES Supplemental Disclosure of Cash Flow Information The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates market. The following table provides additional disclosure of cash payments: (In thousands) For the Quarter Ended March 31, ----------------------------- 1997 1996 ----------- ----------- Cash paid during the period for: Interest (net of amounts capitalized) $ 10,736 $ 14,068 Income taxes (net of refunds) 8,418 740
4. DEBT In January 1997, the Company established a $300 million commercial paper program, which allows Apache to borrow funds for up to 270 days at competitive interest rates. The commercial paper program is supported by availability under the $750 million United States portion of the Company's global credit facility. Also in January 1997, Standard & Poor's upgraded the Company's senior long-term debt from BBB to BBB+ and subordinated debt from BBB- to BBB. 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Apache's results of operations and financial position for the first quarter of 1997 were significantly impacted by the following factors: Commodity Prices - Higher oil and natural gas prices contributed to record earnings and cash flow in the first quarter of 1997. Apache's average realized price for natural gas increased $.75 per thousand cubic feet (Mcf) from $1.84 per Mcf in the first quarter of 1996 to $2.59 per Mcf in the same period of 1997, favorably impacting revenues by $37.9 million. The realized oil price increased $3.02 per barrel from $18.45 per barrel to $21.47 per barrel, contributing $12.5 million to the increase in revenues. Phoenix Acquisition - On May 20, 1996, Apache acquired Phoenix, through a merger which resulted in Phoenix becoming a wholly owned subsidiary of Apache. The assets acquired in the Phoenix acquisition contributed 13,076 barrels of oil per day during the first quarter of 1997. RESULTS OF OPERATIONS Apache reported 1997 first quarter net income of $52.9 million versus $15.7 million in the prior year. Pro forma basic earnings per share increased almost threefold, to $.59 per share from $.20 per share. The increase over the prior period was attributable to increases in both crude oil and natural gas prices and increased production. For the first quarter of 1997, revenues increased 56 percent to $321.8 million as compared to $206.5 million for the same period in 1996. Crude oil and natural gas production revenues increased 53 percent over the same period in 1996 with crude oil contributing 46 percent and natural gas contributing 52 percent of total oil and gas production revenues. 8 Volume and price information for the Company's 1997 and 1996 first quarter oil and gas production is summarized in the following table: For the Quarter Ended March 31, ----------------------- Increase 1997 1996 (Decrease) ---------- ---------- ---------- Natural Gas Volume - Mcf per day: U.S. 484,962 475,936 2% Canada 78,852 64,727 22% Egypt 471 -- -- Australia 21,403 13,127 63% ---------- ---------- Total 585,688 553,790 6% ========== ========== Average Natural Gas Price - Per Mcf: U.S. $ 2.77 $ 1.94 43% Canada 1.69 1.09 55% Egypt 3.02 -- -- Australia 1.87 1.97 (5)% Total 2.59 1.84 41% Oil Volume - Barrels per day: U.S. 40,575 39,840 2% Canada 1,983 1,967 1% Egypt 17,254 1,138 1,416% Australia 3,041 2,612 16% ---------- ---------- Total 62,853 45,557 38% ========== ========== Average Oil Price - Per barrel: U.S. $ 21.78 $ 18.30 19% Canada 21.51 18.07 19% Egypt 20.42 18.53 10% Australia 23.22 20.92 11% Total 21.47 18.45 16% Natural Gas Liquids (NGLs) - Barrels per day: U.S. 1,863 1,346 38% Canada 642 670 (4)% ---------- ---------- Total 2,505 2,016 24% ========== ========== Average NGL Price - Per barrel: U.S. $ 18.36 $ 15.07 22% Canada 19.30 13.02 48% Total 18.60 14.39 29%
9 Natural gas sales for the first quarter of 1997 totaled $136.8 million, 47 percent higher than those recorded in the first quarter of 1996. Average realized natural gas prices increased 41 percent, favorably impacting revenue by $37.9 million. The majority of this increase, and the resulting impact on natural gas sales, was realized in the U.S. where the Company sold 83 percent of its worldwide gas production at an average price of $2.77 per Mcf, $.83 per Mcf higher than 1996. In addition, the Company was favorably impacted by higher spot prices being received in Canada where the Company sold 13 percent of its worldwide gas production at an average price of $1.69 per Mcf, compared to only $1.09 per Mcf in 1996. The Company's net hedging activity, including fixed price physical and financial contracts, reduced realized prices by $.02 per Mcf during the quarter ended March 31, 1997, compared to a $.13 per Mcf loss during the same period in 1996. The loss in the first quarter of 1997 was primarily the result of spot market prices exceeding the Company's fixed price contracts. First quarter 1997 gas production, when compared to 1996, increased 31.9 million cubic feet per day (MMcfd), or six percent, on a worldwide basis. Canadian natural gas production increased due to new production in Northeast British Columbia and favorable non-recurring prior period adjustments for reduced crown royalties. U.S. production increased compared to the first quarter of 1996 due primarily to the benefit from tactical acquisition activity, partially offset by divestitures of low interest, non-strategic properties and natural depletion. Australian production increased over the first quarter of 1996 as production from East Spar came on-line in the fourth quarter of 1996. The Company's crude oil sales for the first quarter of 1997 totaled $121.4 million, a 59 percent increase from the first quarter of 1996 due to production increases and higher realized average prices. Oil production increased 38 percent compared to the prior year first quarter due primarily to the acquisition of Phoenix in the second quarter of 1996. Egyptian oil production comprised 27 percent of the Company's total oil production, compared to only two percent in the first quarter of 1996, resulting in an increase in revenues of $29.6 million. In addition to the favorable impact of Egyptian sales, U.S. and Australian oil production increased, while Canadian production did not fluctuate significantly between periods. The Company's realized price for first quarter sales of crude oil increased $3.02 per barrel, or 16 percent, resulting in an increase in revenue of $12.5 million compared to the same period in 1996. Revenue from the sale of natural gas liquids totaled $4.2 million for the first quarter of 1997, as compared to $2.6 million for the same period in 1996. Realized prices increased 29 percent, contributing $.8 million to the increase in revenue, while production increased 24 percent adding another $.8 million to the increase in revenue. Production increased as a result of the purchase of certain interests in the Santa Rosa field from Headington in the fourth quarter of 1996. OTHER REVENUES AND OPERATING EXPENSES During the first quarter of 1997, Apache's gas gathering, processing and marketing revenues increased 77 percent to $60.1 million, due primarily to higher volumes compared to the first quarter 1996. Correspondingly, marketing costs increased 83 percent to $59.4 million also due to increased volumes. Although activity increased, gas gathering, processing and marketing margins decreased from $1.5 million in the first quarter of 1996 to $.7 million primarily due to lower crude oil margins. Other revenues during the first quarter of 1997 declined $1.5 million when compared to the same period of 1996, due primarily to a $1.2 million loss associated with declines in Canadian and Australian currency exchange rates. These losses were partially offset by Canadian royalty tax credits. 10 The Company's depreciation, depletion and amortization (DD&A) expense for the first quarter of 1997 totaled $89.3 million compared to $71.9 million for the comparable period in 1996. On a barrel of oil equivalent (boe) basis, full cost DD&A expense increased $.38 per boe, from $5.35 per boe to $5.73 per boe. The increase is a function of (a) downward domestic reserve revisions caused by low quarter-end prices, (b) the May 1996 acquisition of Phoenix, and (c) costs added to the domestic amortizable pool. Operating costs, including lease operating expense and severance taxes, increased 14 percent from $52.5 million in the first quarter of 1996 to $60.0 million for the same period in 1997. Lease operating expense, excluding severance taxes, totaled $49.3 million, an 11 percent increase from the same period in 1996. On an equivalent barrel basis, lease operating expense declined from $3.47 per boe in 1996 to $3.36 per boe in 1997, primarily as a result of production increases in Egypt, Canada and Australia, reducing per unit costs. Administrative, selling and other costs increased slightly from a year ago. On an equivalent barrel basis, general and administrative expense declined 11 percent, to $.62 per boe, for the first quarter of 1997, as compared to $.70 per boe in 1996. Net financing costs for the first quarter of 1997 increased slightly compared to the same period in 1996 as increases in gross interest expense were partially offset by increases in capitalized interest. Gross interest costs incurred increased $3.4 million due to a higher average outstanding debt balance and a higher corporate interest rate. Capitalized interest, which is based on the carrying value of unproved properties, increased $3.3 million due to acquisitions made during 1995 and 1996 and the resulting increase in the unproved property base. CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES Capital Commitments Apache's primary needs for cash are for exploration, development and acquisition of oil and gas properties, repayment of principal and interest on outstanding debt, and payment of dividends. The Company generally funds its exploration and development activities through internally generated cash flow. Apache budgets capital expenditures based upon projected cash flow and routinely adjusts its capital expenditures in response to changes in oil and natural gas prices and corresponding changes in cash flow. The Company is not in a position to predict future product prices. Capital Expenditures - A summary of oil and gas capital expenditures during the first quarter of 1997 and 1996 is presented below (in millions): 1997 1996 ------- ------- Exploration and Development: United States $ 96.2 $ 81.2 Canada 15.8 19.4 Egypt 33.4 -- Australia 11.7 13.5 Other International 7.4 2.4 ------- ------ Total $ 164.5 $ 116.5 ======= ====== Acquisition of Oil and Gas Properties $ 6.8 $ .6 ======= =======
11 In North America, Apache completed 70 producing wells out of 89 wells drilled during the first quarter of 1997; while internationally, the Company discovered seven new producers of ten wells drilled. Worldwide, the Company was drilling or completing an additional 107 wells as of March 31, 1997. In addition, Apache completed 62 production enhancement projects, including 28 recompletions, during the quarter. The Company was able to fund its worldwide exploration and development expenditures with cash provided by operating activities during the first quarter of 1997. Property acquisitions totaled $6.8 million in the first quarter of 1997. Capital Resources and Liquidity Net Cash Provided by Operating Activities - Apache's net cash provided by operating activities during the first quarter of 1997 totaled $186.8 million, an increase of 174 percent from $68.1 million in 1996. This increase was due primarily to higher product prices as compared to last year. Long-Term Borrowings - In January 1997, the Company established a $300 million commercial paper program, which allows Apache to borrow funds for up to 270 days at attractive interest rates. The commercial paper program is supported by availability under the $750 million United States portion of Apache's global credit facility. In January 1997, Standard & Poor upgraded the Company's senior long- term debt from BBB to BBB+ and subordinated debt from BBB- to BBB. Liquidity - The Company had $19.9 million in cash and cash equivalents on hand at March 31, 1997, up from the $13.2 million at December 31, 1996. Apache's ratio of current assets to current liabilities at March 31, 1997 was .86:1 compared to .87:1 at December 31, 1996. Apache believes that cash on hand, net cash generated from operations and unused committed borrowing capacity under its global credit facility will be adequate to satisfy the Company's financial obligations to meet future liquidity needs for at least the next two fiscal years. FUTURE TRENDS Apache's growth strategy is to increase oil and gas reserves, production, and cash flow through a combination of exploratory drilling, development of its inventory of existing projects and tactical acquisitions. The Company's drilling program emphasizes reserve additions through exploratory drilling primarily on its international interests, and moderate-risk drilling primarily on its North American interests. The Company also emphasizes reducing operating costs per unit produced and selling marginal and non-strategic properties in order to increase its profit margins. Apache's international investments and exploration activities are an important component of its long-term growth strategy. Although international exploration is recognized as higher-risk than most of Apache's U.S. and Canadian activities, it offers potential for greater rewards and significant reserve additions. Apache will direct its international efforts in 1997 toward development of certain discoveries offshore Western Australia and in Egypt, and toward further exploration efforts on its concessions in Egypt, The People's Republic of China, Indonesia and offshore the Ivory coast of western Africa. Apache believes that reserve additions in these international areas may be made through higher-risk exploration and through improved production practices and recovery techniques. 12 For Apache, property acquisition is only one phase in a continuing cycle of business growth. Apache's aim is to follow each acquisition with a cycle of reserve enhancement, property consolidation and cash flow acceleration, facilitating asset growth and debt reduction. This approach requires a well-planned and carefully executed property development program and, where appropriate, a selective program of property dispositions. It motivates Apache to target acquisitions that have ascertainable additional reserve potential and to apply an active drilling, workover and recompletion program to realize the potential of the acquired undeveloped and partially developed properties. Apache prefers to operate its properties so that it can best influence their development; as a result, the Company operates properties accounting for over 75 percent of its production. In 1997, Apache expects North American exploration and development outlays to increase from 1996 levels as the Company focuses increasing reserves, production and cash flow through exploratory drilling and development of its existing inventory. Internationally, the Company projects capital expenditures to increase 68 percent over 1996 levels as Apache continues to exploit its concessions in Egypt, Western Australia, China and Indonesia. Proposed exploration and development expenditures in 1997 will be reviewed at least every quarter in light of fluctuating product prices and Apache's objective to fund operations through internally generated cash flow. On May 1, 1997, Apache's shareholders approved the 1996 Share Price Appreciation Plan, which provides for awards denominated in shares of Apache common stock to be paid upon attainment of share price goals based on $50 and $60, respectively, before January 1, 2000. Between 30 and 50 percent of the award will be paid in cash at the market value of the stock on the date of payments, and the balance (up to a total of 2,000,000 shares in the aggregate) will be issued in Apache common stock. Generally, any payments will be made in three installments over 36 months. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 ("PSLRA") Certain forward-looking information contained in this report is being provided in reliance upon the "safe harbor" provisions of the PSLRA as set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such information includes, without limitation, discussions as to estimates, expectations, beliefs, plans and objectives concerning the Company's future financial and operating performance. Such forward-looking information is subject to assumptions and beliefs based on current information known to the Company and factors that could yield actual results differing materially from those anticipated. Such factors include, without limitation, the prices received for the Company's oil and natural gas production, the costs of acquiring, finding, developing and producing reserves, the rates of production of the Company's hydrocarbon reserves, the Company's success in acquiring or finding additional reserves, unforeseen operational hazards, significant changes in tax or regulatory environments, and the political and economic uncertainties of foreign operations. 13 ITEM 1. LEGAL PROCEEDINGS The information set forth in Note 10 to the Consolidated Financial Statements contained in the Company's Form 10-K for the year ended December 31, 1996 (filed with the Securities and Exchange Commission on March 28, 1997) is incorporated herein by reference. ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.1 - 1990 Employee Stock Option Plan of The Phoenix Resource Companies, Inc., as amended through May 20, 1996. 11.1 - Computation of Earnings per Share. 27.1 - Financial Data Table. (b) Reports filed on Form 8-K. None. 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. APACHE CORPORATION Dated: May 14, 1997 /s/ Mark A. Jackson --------------------------------------- Mark A. Jackson Vice President and Chief Financial Officer Dated: May 14, 1997 /s/ Thomas L. Mitchell --------------------------------------- Thomas L. Mitchell Controller and Chief Accounting Officer EX-10 2 1990 EMPLOYEE STOCK OPTION PLAN OF THE PHOENIX RESOURCE COMPANIES, INC. (EFFECTIVE APRIL 9, 1990) As Amended Through May 20, 1996 Exhibit 10.1 1. Purpose of the Plan. This 1990 Employee Stock Option Plan (the "Plan") is intended as an employment incentive, to retain in the employ of The Phoenix Resource Companies, Inc., a Delaware corporation (the "Company"), and any Parent or Subsidiary of the Company (within the meaning of Section 425(e) or (f) of the Internal Revenue Code of 1986, as amended ("Code")), persons of training, experience and ability, to attract new employees, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of the Company. It is further intended that the options granted under the Plan will not be incentive stock options as that term is defined in Section 422A of the Code. 2. Administration of the Plan. The Plan shall be administered by the Stock Option Plan Committee of the Board of Directors of Apache Corporation (the "Committee"). No Committee member who is eligible to participate in the Plan shall take part in any Committee deliberations or action respecting the Plan related to such member. The Committee shall have full power and authority to designate participants, to determine the terms and provisions of respective option grants (which need not be identical) and to interpret the provisions and supervise the administration of the Plan. All decisions and selections made by the Committee pursuant to the provisions of the Plan shall be made by a majority of its members. Any decision reduced to writing and signed by all the members shall be fully effective as if it had been made by a majority at a meeting duly held. The Committee shall have the authority to grant, in its discretion, to the holder of an outstanding Option in exchange for the surrender and cancellation of such Option, a new Option having a purchase price per share lower than provided in the Option so surrendered and cancelled and containing such other terms and conditions as the Committee may prescribe in accordance with the provisions of the Plan. All Options granted under this Plan are subject to, and may not be exercised before, the approval of the Plan by the stockholders of the Company pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of compliance with such rule, the entry of an order of confirmation of the bankruptcy plan of reorganization with respect to any company will constitute stockholder approval. 1 3. Designation of Participants. The persons eligible for participation in the Plan as recipients of Options shall include only employees of the Company or of any Parent or wholly-owned subsidiary of the Company. Directors of the Company shall not be eligible to participate in the Plan as directors, but Directors otherwise qualified shall be eligible to participate. An employee who has been granted an Option hereunder ("Optionee") may be granted an additional Option or Options, if the Committee shall so determine. 4. Stock Reserved for the Plan. Subject to adjustment as provided in Paragraph 9 hereof, a total of one million, six hundred thousand (1,600,000) shares of Common Stock, par value $.01 per share ("Stock"), of the Company shall be subject to this Plan. Pursuant to Amendment Number One of the Plan, approved by the stockholders at its 1995 Annual Meeting, an additional 600,000 shares of Common Stock, par value $.01 per share, of the Company shall be subject to this Plan, subject to adjustment as provided in Paragraph 9 hereof. The Shares subject to this Plan shall consist of unissued shares or previously issued shares reacquired and held by the Company, or any Parent or wholly-owned subsidiary of the Company, and such amount of shares shall be and is hereby reserved for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding Options at the termination of this Plan shall cease to be reserved for the purpose of this Plan, but until termination of this Plan the Company shall at all times reserve a sufficient number of shares to meet the requirements of this Plan. Should any Option expire or be cancelled prior to its exercise or relinquishment in full, the shares theretofore subject to such Option, to the extent it had not been exercised, may again be subjected to an Option under the Plan. 5. Option Price. (a) The purchase price of each share of Stock subject to an Option shall be determined by the Committee prior to granting the Option and shall not be less than the fair market value per share of Stock on the date of the grant. 2 (b) The fair market value of a share on a particular date shall be deemed to be (i) in the event the Stock is not listed on a stock exchange or traded in the over-the-counter market, the value determined in good faith by the Board of Directors of the Company, which determination shall be conclusive, (ii) in the event the Stock is listed on a national or regional stock exchange, the closing sales price per share of the Stock on such exchange on the date, or, if there shall have been no sale on that date, on the last preceding date on which such a sale or sales were so reported (the "Sale Date") or (iii) if the Stock is traded in the over- the-counter market, the mean between the highest closing bid and lowest closing asked price for the Stock as reported by the National Association of Securities Dealers Automated Quotation System on the Sale Date, or if not reported by such system, the mean between the closing bid and asked price on the Sale Date as quoted by such quotation source as shall be designated by the Committee. 6. Option Period. Any Option granted under this Plan shall terminate and be of no force and effect with respect to any securities not previously taken up by the Optionee thereunder upon the expiration of the term of such Option as specified in the option agreement relating thereto, which term shall not exceed ten (10) years from the date of grant of such Option. 7. Exercise of Options. (a) The Committee, in granting Options hereunder, shall have discretion to determine the terms upon which such Options shall be exercisable, subject to the applicable provisions of the Plan. The Committee may determine to permit any Option granted hereunder to be exercisable at any time after six (6) months from the date of grant of such Option. (b) Options may be exercised solely by the Optionee during his lifetime or after his death by the personal representative of the Optionee's estate or the person or persons entitled thereto under his will or under the laws of descent and distribution. (c) The purchase price of the shares as to which an Option is exercised shall be paid in full at the time of the exercise. Such purchase price shall be payable in cash, or at the option of the holder of such Option, in Stock theretofore owned by such holder (or any combination of cash and such Stock). For purposes of determining the amount, if any, of the purchase price satisfied by payment in Stock, such Stock shall be valued at its fair market value on the date of exercise in accordance with Paragraph 5(b) hereof. Any Stock delivered in satisfaction of all or a portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. No holder of an Option shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares shall have been issued by the Company to such holders. The Company may make loans to the Optionees the proceeds of which will be used to exercise the Options granted pursuant to the Plan. Although the terms of any such loans will be determined on an individual basis, such loans will be secured by a lien on the Stock to be purchased by the Optionee and will bear interest at an interest rate to be determined on the date the loan is made that is sufficient to avoid the classification of the loan as a below-market loan under Section 7872 of the Code. 3 8. Relinquishment of Options; Assignability. (a) The Committee, in granting Options hereunder, shall have discretion to determine whether or not Options shall include a right of relinquishment as hereinafter provided by this Paragraph 8. The Committee shall also have discretion to determine whether an option agreement evidencing an Option granted by the Committee shall be amended or supplemented to include such a right of relinquishment. Neither the Committee nor the Company shall be under any obligation or incur any liability to any person by reason of the Committee's refusing to grant or include a right of relinquishment in any Option granted hereunder or in any option agreement evidencing the same. Subject to the Committee's determining in any case that the grant by it of a right of relinquishment is consistent with Paragraph 1 hereof, any Option granted under the Plan, and the option agreement evidencing such Option, may provide: (i) That the Optionee, or his heirs or other legal representatives to the extent entitled to exercise the Option under the terms thereof, in lieu of purchasing the entire number of shares subject to purchase thereunder, shall have the right to relinquish all or any part of the then unexercised portion of the Option (to the extent exercisable as provided in (iv) hereinbelow) for a number of shares of Stock, for an amount of cash or for a combination of Stock and cash, to be determined as follows: (A) The written notice of exercise of such right of relinquishment, provided for in clause (ii) of this subparagraph (a), shall state the percentage, if any, of the Appreciated Value (as defined below), that such Optionee elects to receive in cash (which percentage is called the "Cash Percentage"), such Cash Percentage to be in increments of 10% of such Appreciated Value up to 100% thereof; (B) The number of shares of Stock of the Company, if any, issuable pursuant to such relinquishment shall be the number of such shares, rounded to the next greater number of full shares, as shall be equal to: 100% of the Appreciated Value less the Cash Percentage, multiplied by the excess of (1) the aggregate current market value of the shares of Stock covered by the Option or the portion thereof so relinquished over (2) the aggregate purchase price for such shares specified in such Option (which excess is called the "Appreciated Value"), divided by the then- current market value per share of such Stock; and (C) The amount of cash payable pursuant to such relinquishment shall be an amount equal to the Appreciated Value less the aggregate current market value of the Stock issued pursuant to such relinquishment, if any, which cash shall be paid by the Company subject to such conditions as are deemed advisable by the Committee to permit compliance by the Company with the withholding provisions applicable to employers under the Code (and under any applicable State income tax law); 4 (ii) That such right of relinquishment may be exercised only upon receipt by the Company of a written notice of such relinquishment which shall be dated the date of election to make such relinquishment; and that, for the purposes of the Plan, such date of election shall be deemed to be the date when such notice is sent by registered or certified mail, or when receipt is acknowledged by the Company, if mailed by other than registered or certified mail or if delivered by hand or by any telegraphic communications equipment of the sender or otherwise delivered, provided that, in the event the method described above for determining such date of election shall not be or remain consistent with provisions of Section 16(b) of the Exchange Act or the rules and regulations adopted by the Securities and Exchange Commission thereunder, as presently existing or as may be hereafter amended, which exempt from the operation of said Section 16(b) in whole or in part any such relinquishment transaction, then such date of election shall be determined by such other method consistent with said Section 16(b) or rules or regulations as the Committee shall in its discretion select and apply; (iii) That the "current market value" of a share on a particular date shall be deemed to be its fair market value on that date as determined in accordance with Paragraph 5(b) hereof; and (iv) That the Option, or any portion thereof, may be relinquished only to the extent that (A) it is exercisable on the date written notice of relinquishment is received by the Company and (B) the Committee, subject to the provisions of Paragraph 8(b) hereof, shall consent to the election of the holder of such Option to relinquish such Option as set forth in such written notice of relinquishment, and (C) the holder of such Option pays, or makes provision satisfactory to the Company for the payment of, any taxes which the Company is obligated to collect with respect to such relinquishment. (b) The Committee shall have sole discretion to consent to or disapprove any election of a holder of an Option to relinquish such Option for Stock and cash as provided in Paragraph 8(a) hereof. Neither the Committee nor the Company shall be under any liability to any person by reason of the Committee's disapproval of any election pursuant to this subparagraph (b). (c) The Committee, in granting Options hereunder, shall have discretion to determine the terms upon which such Options shall be relinquishable, subject to the applicable provisions of the Plan, and including such provisions as are deemed advisable to permit the exemption from the operation from Section 16(b) of the Exchange Act in whole or in part of any such transaction involving such relinquishment, and Options outstanding, and option agreements evidencing such Options, may be amended, if necessary, to permit such exemption. If an Option is relinquished, such Option shall be deemed to have been exercised to the extent of the number of shares of Stock covered by the Option or part thereof which is relinquished, and no further Options may be granted covering such shares of Stock. 5 (d) Neither any Option nor any right to relinquish the same to the Company as contemplated by this Paragraph 8 shall be assignable or otherwise transferable except by will or the laws of descent and distribution. (e) No right of relinquishment may be exercised within the first six months of the date of grant of such right; provided, however, that this limitation shall not apply in the event of death or disability. 9. Capital Change of the Company; Certain Corporate Transactions. (a) The existence of this Plan and Options granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. (b) The shares with respect to which Options may be granted hereunder are shares of the Stock of the Company as presently constituted. If, and whenever, prior to the delivery by the Company of all of the shares of the Stock that are subject to Options granted hereunder, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, a stock split, combination of shares or recapitalization or other increase or reduction of the number of shares of the Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Stock available under the Plan and the number of shares of Stock with respect to which Options granted hereunder may thereafter be exercised shall (i) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share with respect to Options then issued and outstanding shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share with respect to Options then issued and outstanding shall be proportionately increased. (c) Except as expressly provided herein, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Options granted hereunder. 6 (d) If the Company is reorganized, or merged or consolidated or party to a plan of exchange with another corporation pursuant to which reorganization, merger, consolidation, or plan of exchange stockholders of the Company receive any shares of Stock or other securities or if the Company shall distribute ("Spin Off") securities of another corporation to its stockholders, there shall be substituted for the shares subject to the unexercised portions of outstanding Options an appropriate number of shares of (i) each class of stock or other securities which were distributed to the stockholders of the Company in respect of such shares in the case of a reorganization, merger, consolidation, or plan of exchange, or (ii) in the case of a Spin Off, the securities distributed to stockholders of the Company together with shares of Stock, such number of shares or securities to be determined in accordance with the provisions of Section 425 of the Code (or other applicable provisions of the Code or regulations issued thereunder which may from time to time govern the treatment of incentive stock options in such a transaction). Notwithstanding the foregoing, any unmatured installments of the Options shall be accelerated and the Option shall thereupon be exercisable in full without regard to any installment exercise provision in the event of a Change of Control (as defined below). (i) For purposes of this Plan, a Change of Control will occur when (A) any "person," including a "group" as determined in accordance with Section 13(d)(3) of the Exchange Act is, or becomes the beneficial owner, directly or indirectly, of securities of the Company representing a Control Percentage (as defined below) of the combined voting power of the then outstanding securities of the Company; (B) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were Directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company, or any successor to the Company ; - --------------------- [FN] Pursuant to resolution of the Board of Directors on May 23, 1990, in determining whether a person is the beneficial owner of a Control Percentange, the Stock originally received by a person pursuant to the plan of reorganization of Texas International Company in exchange for securities of Texas International Company shall not be included in the numerator of such computation. 7 (C) the Company is merged or consolidated with another corporation and as a result of such merger or consolidation a Control Percentage of the outstanding voting securities of the surviving or resulting corporation shall no longer be owned in the aggregate by the stockholders of the Company on April 9, 1990, or their respective affiliates within the meaning of the Exchange Act; (D) the Company transfers substantially all of its assets to another corporation that is not an affiliate of the Company. (ii) The term "Control Percentage" shall mean at least 25% in the event the applicable securities are registered under the Exchange Act or at least 40% in the event the applicable securities are not registered under the Exchange Act. 10. Purchase for Investment. Unless the Options and shares covered by the Plan have been registered under the Securities Act of 1933, as amended, or the Company has determined that such registration is unnecessary, each person exercising an Option under the Plan may be required by the Company to give a representation in writing that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. 8 11. Taxes. The Company may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with any Options or rights of relinquishment granted under the Plan. However, the holder of an Option may pay all or any portion of the taxes required to be withheld by the Company or paid by the holder of the Option in connection with the exercise of all or any portion of this Option (including an exercise through relinquishment) by electing to have the Company withhold shares of Stock, or by delivering previously owned shares of Stock, having a fair market value determined in accordance with Paragraph 5(b) hereof, equal to the amount required to be withheld or paid. The holder of the Option must make the foregoing election on or before the date that the amount of tax to be withheld is determined ("Tax Date"). Any such election is irrevocable and subject to disapproval by the Committee. If the holder of the Option is subject to the short-swing profits recapture provisions of Section 16(b) of the Exchange Act, in the event the method described above for determining such date of election shall not be or remain consistent with provisions of Section 16(b) of the Exchange Act or the rules and regulations adopted by the Securities and Exchange Commission thereunder, as now existing or as may be hereafter amended, then such date of election shall be determined by such other method consistent with the provisions of Section 16(b) of the Exchange Act or rules and regulations as the Committee in its discretion shall select and apply. 12. Other Rights of Optionees and the Company. (a) The Committee, in granting any Option hereunder, shall have the discretion to afford the grantee of such Option any one or more of the following rights, on such terms and subject to such conditions (which may vary from Option to Option) as the Committee shall prescribe in the option agreement relating to such Option: (i) the right to have the shares underlying such Option, to the extent purchasable ("Vested Shares") sold in an underwritten public offering; and (ii) the right to have his Vested Shares purchased or repurchased on the occurrence of such events as may be specified in the option agreement relating to such Option. (b) The Committee, in granting any Option hereunder, shall have the discretion to afford the Company the right, on the terms and subject to such conditions (which may vary from Option to Option) as the Committee shall prescribe in the option agreement relating to such Option, to repurchase or cause the purchase of the Vested Shares underlying such Option on the occurrence of such events as may be specified in such option agreement. 13. Effective Date of Plan. The Plan shall be effective as of April 9, 1990. 14. Amendments or Termination. The Board of Directors may amend, alter or discontinue the Plan, except that no amendment or alteration shall be made which would impair the rights of any Optionee under any Option theretofore granted, without his consent, and except that no amendment or alteration shall be made which, without the approval of the stockholders, would: (a) Increase the total number of shares reserved for the purposes of the Plan, except as is provided in Paragraph 9 of the Plan; or (b) Alter the class of employees eligible to participate in the Plan, as described in Paragraph 3 hereof. 9 15. Government Regulations. The Plan, and the granting and exercise of Options thereunder, and the obligation of the Company to sell and deliver shares under such Options, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. THE PHOENIX RESOURCE COMPANIES, INC. EX-11 3 APACHE CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (In thousands, except per share data) EXHIBIT 11.1 For the Quarter Ended March 31, --------------------------- 1997 1996 ----------- ----------- Weighted Average Calculation: - ----------------------------- Net income $ 52,877 $ 15,655 ========== ========== Weighted average common shares outstanding 90,143 77,422 ========== ========== Net income per common share, based on weighted average common shares outstanding $ .59 $ .20 =========== ========== Primary Calculation: - -------------------- Net income $ 52,877 $ 15,655 Assumed conversion of 3.93-percent convertible notes 516 534 ---------- ---------- Net income, as adjusted $ 53,393 $ 16,189 ========== ========== Common Stock Equivalents: Weighted average common shares outstanding 90,143 77,422 Stock options, using the treasury stock method 791 140 Assumed conversion of 3.93-percent convertible notes 2,778 2,778 ---------- ---------- 93,712 80,340 ========== ========== Primary earnings per common share $ .57 $ .20 ========== ==========
APACHE CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (In thousands, except per share data) EXHIBIT 11.1 (Continued) For the Quarter Ended March 31, --------------------------- 1997 1996 ----------- ------------ Fully-Diluted Calculation: -------------------------- Net income $ 52,877 $ 15,655 Assumed conversion of: 3.93-percent convertible notes 516 534 6-percent convertible subordinated debentures 1,685 -- ---------- ---------- Net income, as adjusted $ 55,078 $ 16,189 ========== ========== Common Stock Equivalents: Weighted average common shares outstanding 90,143 77,422 Stock options, using the treasury stock method 791 140 Assumed conversion of 3.93 percent convertible notes 2,778 2,778 Assumed conversion of 6 percent convertible subordinated debentures 5,623 -- ---------- ---------- 99,335 80,340 ========== ========== Net income per common share fully diluted $ .55 $ .20 ========== ==========
Note: The assumed conversion of the six-percent convertible subordinated debentures was anti-dilutive for the first quarter of 1996. EX-27 4
5 0000006769 ART. 5 FDS FOR 1997 FIRST QUARTER 10-Q 1,000 U.S.DOLLAR 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1,000 19,873 0 199,166 0 16,047 248,155 5,551,657 2,366,731 3,493,616 288,509 1,248,686 0 0 114,282 1,453,022 3,493,616 322,489 321,828 208,644 208,644 9,142 0 15,960 88,082 35,205 52,877 0 0 0 52,877 .57 .55
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