-----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, AcjQDfMs+wmbkPt3hQzEz8X8Dqyzwe8IqOs+9kYdAhreSIpUhf8hsBJEqrQrg9kK rwW0SstsnZe1V06D0QnX+g== 0000899243-02-000112.txt : 20020414 0000899243-02-000112.hdr.sgml : 20020414 ACCESSION NUMBER: 0000899243-02-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020122 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT OIL & GAS CORP CENTRAL INDEX KEY: 0000858470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 043072771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10447 FILM NUMBER: 02518059 BUSINESS ADDRESS: STREET 1: 1200 ENCLAVE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815894600 8-K 1 d8k.txt FORM 8-K -- 01/25/2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): JANUARY 22, 2002 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-10447 04-3072771 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1200 ENCLAVE PARKWAY Houston, Texas 77077 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 589-4600 ITEM 5. OTHER EVENTS. On January 22, 2002 and January 24, 2002, Cabot Oil & Gas Corporation issued the press releases attached as Exhibits 99.1 and 99.2, respectively, which are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 -- Press Release dated January 22, 2002. 99.2 -- Press Release dated January 24, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CABOT OIL & GAS CORPORATION By: /S/ Scott C. Schroeder --------------------------------------- Scott C. Schroeder Vice President, Chief Financial Officer and Treasurer Date: January 25, 2002 EXHIBIT INDEX 99.1 -- Press Release dated January 22, 2002. 99.2 -- Press Release dated January 24, 2002. EX-99.1 3 dex991.txt PRESS RELEASE -- 01/22/2002 CABOT OIL & GAS PROVIDES 2001 CAPITAL PROGRAM UPDATE IMPACT TO FOURTH QUARTER AND ANNUAL FINANCIAL RESULTS Houston, January 22, 2002 - Cabot Oil & Gas Corporation (NYSE:COG) today announced the results of its fourth quarter exploration drilling program with mixed results. The Company confirmed its new exploration play at Redfish Bay in south Texas with three initial successes based on log analysis. Cabot also experienced another success on CL&F, two dry holes in the West and is waiting on results from two additional exploration wells. Cabot's first three wildcats in Redfish Bay encountered log pay in the anticipated intervals. Poblano, Serrano and Habanero logged 96 feet, 34 feet and 33 feet of net pay, respectively. Completion activity is underway on each prospect with a fourth well currently drilling. Production is anticipated in the second quarter with Cabot having an average working interest of 70%. "We are pleased with the initial success of our Redfish Bay drilling and we expect to initiate additional drilling in the area during 2002," said Ray Seegmiller, Chairman and Chief Executive Officer. At Beignet on the CL&F acreage (33% working interest), the Company logged 32 feet of net pay in the Tex W sand; however, a deep targeted Cib Op formation was not productive. "While we are somewhat disappointed with this, we have experienced phenomenal success in south Louisiana overall since the inception of our exploration drilling program including 13 successful wells in 17 attempts resulting in over 90 Bcfe of reserves," commented Seegmiller. "We will take what we have learned here and apply it to our current inventory of 14 exploration prospects in the area." CABOT OIL & GAS / 2 In the West, Cabot experienced dry holes at the Hell's Half Acre prospect (18% working interest) in the Boone Dome project in Wyoming and the Sawtooth prospect (95% working interest) in the Paradox basin. Extensive flow testing from several formations indicated a non-commercial well at Sawtooth. "In these instances we are going to have to reassess the merits of the look-alike prospects in these areas before proceeding with further exploration drilling," said Seegmiller. "This evaluation will not affect the 2002 capital program since with the current outlook for depressed natural gas prices, our capital budget (excluding acquisitions) has been reduced from approximately $205 million in 2001 to about $100 million for 2002." FINANCIAL IMPACT Guidelines require that costs incurred on any exploration well determined to be dry before filing the company's year-end and quarterly reports with the Securities and Exchange Commission must be included in the recorded results for the reported period. These two dry holes combined with other fourth quarter exploration activity, including seismic acquisition, will give Cabot $24 million of exploration expense for the quarter and $64 million for the year 2001. Total exploration expense for the fourth quarter consists primarily of $12 million for seismic and $9 million for dry holes. "With commodity prices falling during the second half of last year, we saw opportunities to acquire additional seismic that potentially provide long term benefits for Cabot," stated Seegmiller. "Our 3-D database now stands at 9,800 square miles, up from 2,200 at the start of the year, with much of this increase occurring as the result of investments in December." The remaining wells which may have a 2001 financial impact requiring inclusion in the 2001 financial statements are the Speidel well in Appalachia and the Impac well in south Louisiana. The Speidel well is the deep Trenton exploration well that was delayed while waiting for a rig with 12,000 feet capability. The well is currently under evaluation and testing. CABOT OIL & GAS / 3 After further analysis of the well log in conjunction with the seismic data, the Impac well was determined to be short of its targeted horizon and is now drilling an incremental 1,000 feet to 20,500 feet. "We are cautious in our outlook since these wells had an average predrill probability of success of only 15%," said Seegmiller. If Cabot determines these wells are dry prior to filing its SEC Form 10-K, the Company would be required to expense the cost incurred on the wells through December 31, 2001, which totals $7.7 million pretax. This translates into $.16 per share of total exposure. Seegmiller added, "Cabot normally does not have this many high risk, high potential wells drilling at one time. However, due to the difficult drilling environment experienced with these wells, each reached total depth almost simultaneously." Cabot also announced that as part of its year-end review, one field (Starpath) failed its impairment test resulting in a one-time charge of $5.2 million pretax to fourth quarter performance. Commenting on the impairment Seegmiller said, "This field was originally a south Texas exploration play looking for the deep Wilcox formation. However, after only shallow success, we have elected to stop further investment in the field." Cabot Oil & Gas Corporation will release 2001 year-end and fourth quarter results Thursday evening January 24, 2002. A live webcast of the teleconference is available on Friday, January 25, 2002, at 9:30 AM EST at www.cabotog.com. Cabot Oil & Gas Corporation, headquartered in Houston, Texas, is a leading domestic independent natural gas producer and marketer with substantial interests in the onshore Texas and Louisiana Gulf Coast, Rocky Mountains, Appalachia and Mid-Continent. For additional information, visit the Company's Internet homepage at www.cabotog.com. * * * The statements regarding future financial performance and results and the other statements which are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, market factors, the market price (including regional basis differentials) of natural gas and oil, results of future drilling and marketing activity, future production and costs and other factors detailed in the Company's Securities and Exchange Commission filings. # # # EX-99.2 4 dex992.txt PRESS RELEASE -- 01/24/2002 CABOT OIL & GAS ANNOUNCES FULL YEAR AND FOURTH QUARTER RESULTS STRONG GAS PRICES, HEDGE POSITIONS AND INCREASED PRODUCTION DRIVE PROFITS FOR YEAR HOUSTON, January 24, 2002 - Cabot Oil & Gas Corporation (NYSE:COG) today announced 2001 net income available to common shareholders of $56.7 million, or $1.87 per share, and discretionary cash flow of $231.2 million, or $7.64 per share, before taking into account certain selected items related to non-cash impairments of oil and gas properties, credit exposure to Enron Corp., a severance tax refund and unrealized gains on derivative instruments. (See the table below the Condensed Consolidated Statement of Operations for the after-tax amounts associated with all reported selected items.) After these selected items, reported earnings are $51.8 million, or $1.71 per share, and discretionary cash flow is $230.5 million, or $7.61 per share. These results surpass the 2000 net income available to common shareholders of $30.2 million, or $1.10 per share, and the discretionary cash flow of $125.0 million, or $4.56 per share, excluding the impact of selected items. Taken as a whole, Cabot experienced an unprecedented year. This is due to several factors, namely a 21% increase in production volumes year-over-year, the strength of realized natural gas prices and the Company's favorable hedge positions in effect from February through October. 1 CABOT OIL & GAS/2 "The most important of these is the production increase, in particular the 12% increase through the drillbit resulting from our exploration program," stated Ray Seegmiller, Chairman and Chief Executive Officer. "This is the first time in our history that the Company has delivered double-digit, organic production growth reinforcing the early success of our exploration efforts." PRODUCTION For the year Cabot's equivalent production totaled 81.1 Bcfe, including 6.2 Bcfe of production related to the Cody acquisition. This compares to 66.9 Bcfe produced in 2000. The Company reported fourth quarter 2001 production of 23.3 Bcfe versus 17.4 Bcfe (a 34% increase) in the comparable quarter last year. Analyzing the fourth quarter, after removing the 3.4 Bcfe associated with the Cody acquisition, production would have increased 14% over last year's comparable period. Sequentially, third quarter to fourth quarter of 2001, production increased 5% nearly all of which reflects a full three months of Cody production versus two months in the prior quarter. PRICING In 2001, the Company's average realized natural gas price was $4.36 per Mcf compared to an average realization of $3.19 per Mcf in 2000. Of the $1.17 per Mcf increase in realized prices, $.49 per Mcf relates to the incremental value realized from Cabot's hedge position. Oil prices dropped nearly $2.00 per barrel from 2000 to an average of $24.91 in 2001. Cabot realized an average natural gas price for the fourth quarter of $2.87 per Mcf, 37% lower than the prior year. Oil price comparisons for the fourth quarter reflected the same trend with the average realized price per barrel down 32% to $20.47 per barrel in 2 CABOT OIL & GAS/3 2001. "We have once again entered a downturn in the energy price cycle," stated Seegmiller. "To provide some level of protection going into 2002, we have taken a defensive posture and entered into collar agreements covering approximately 60% of our anticipated natural gas production for the first four months of the year. These hedges provide us price protection at $2.50 per Mmbtu on a NYMEX equivalent basis for the early months of our 2002 budget," commented Seegmiller. OTHER ITEMS Exploration expense for 2001 was $63.5 million compared to $19.9 million in 2000. "This increase relates to an expanded overall level of drilling activity which included 27 exploration wells in 2001 compared to 17 wells in 2000," said Seegmiller. In 2001, Cabot incurred $30.2 million in dry hole expense and $20.6 million in seismic costs, of which $8.9 million and $11.6 million, respectively, related to the fourth quarter (this was discussed in the January 22, 2002, press release). General and Administrative expense of $25.7 million for 2001 was $5.2 million higher year-over-year. This increase includes $1.2 million of transition costs associated with the assimilation of Cody Company, nearly all of which was completed by year-end. The remaining increase relates primarily to increases for incentive compensation programs totaling $1.4 million, along with increases in salaries and benefits of $1.0 million. These incremental expenses primarily relate to efforts early in the year to retain employees due to the intense competition for professional talent and the incremental personnel requirements resulting from the Cody acquisition. Fourth quarter expenses were up over the prior year for the same reasons. As previously announced, Cabot has taken a $2.3 million charge to bad debt in the fourth quarter. This amount relates to the Enron bankruptcy and approximates our initial estimate. 3 CABOT OIL & GAS/4 FOURTH QUARTER Because of the higher reported exploration expense and lower commodity prices, Cabot reported a fourth quarter loss of $5.9 million, or $.19 per share, and discretionary cash flow of $35.3 million, or $1.12 per share. This reported figure is after removing the impact of certain selected items including non-cash impairments of oil and gas properties, credit exposure to Enron and unrealized gains on derivative instruments. For the fourth quarter of 2000, Cabot reported net income of $18.7 million, or $.64 per share, and discretionary cash flow of $52.5 million, or $1.81 per share, excluding the impact of selected items. After the selected items in 2001, the fourth quarter reported net loss was $10.8 million, or $.34 per share, and discretionary cash flow was $33.9 million, or $1.07 per share. RESERVES Cabot presently is in the final stages of its year-end reserve audit. The Company will release the details of this audit by mid February. At this time, total proved reserves are estimated between 1,140 and 1,165 Bcfe, up from the 1,019 Bcfe at the end of 2000. The increase is due primarily to the Cody acquisition, which combined with the drillbit is expected to replace production by in excess of 250%. Finding costs for the year will be higher than last year due to increased drilling costs, the Cody acquisition, extensive investments in seismic and leasehold expected to benefit future years, along with an increase in dry hole expense. OUTLOOK "What a difference 12 months make," said Seegmiller. "The industry is once again dealing with extremes. We still feel the long-term fundamentals of the natural gas market are strong. However, with the current soft market, a recovery in commodity prices during 4 CABOT OIL & GAS/5 the second half of the year is only a remote possibility; thus, Cabot has scaled back its drilling program but will still be testing 19 new exploration prospects." Seegmiller added, "It is anticipated there will be numerous acquisition opportunities at reasonable prices during this low price environment and we would consider reducing our drilling program to fund a good reserve acquisition with upside potential. However, we do not intend to over extend the Company's balance sheet. We believe the energy market will self correct as it has every time and those who have a long term view will benefit." Listen in live to Cabot Oil & Gas Corporation's full year and fourth quarter earnings discussion with financial analysts on Friday, January 25, 2002, at 9:30 AM EST at www.cabotog.com. A teleconference replay is also available at (800) 633-8284, reservation number 20204109. The audio webcast and teleconference replay will be available from January 25 at 11:30 AM EST until February 1, 2002, at 5 PM EST. Cabot Oil & Gas Corporation, headquartered in Houston, Texas, is a leading domestic independent natural gas producer and marketer with substantial interests in the onshore Texas and Louisiana Gulf Coast, Rocky Mountains, Appalachia and Mid-Continent. For additional information, visit the Company's internet homepage at www.cabotog.com. * * * The statements regarding future financial performance and results and the other statements which are not historical facts contained in this release are forward- looking statements that involve risks and uncertainties, including, but not limited to, market factors, the market price (including regional basis differentials) of natural gas and oil, results of future drilling and marketing activity, future production and costs and other factors detailed in the Company's Securities and Exchange Commission filings. # # # 5 CABOT OIL & GAS RESULTS -- PAGE 6 - --------------------------------- OPERATING DATA
Quarter Ended Year Ended December 31, December 31, ---------------- --------------- 2001 2000 2001 2000 ---- ---- ---- ---- NATURAL GAS (Bcf) & OIL (MBbl) Produced Natural Gas Appalachia 4.5 4.3 17.4 17.8 West 6.8 7.0 26.2 29.0 Gulf Coast 8.3 4.2 25.6 14.1 ------ ------ ------ ------ Total 19.6 15.5 69.2 60.9 Crude/Condensate 601 297 1,908 953 Natural Gas Liquids 14 19 88 37 Equivalent Production (Bcfe) 23.3 17.4 81.1 66.9 PRICES Average Produced Gas Sales Price ($/Mcf) Appalachia $ 3.58 $ 4.62 $ 4.96 $ 3.24 West $ 2.31 $ 4.08 $ 3.88 $ 2.86 Gulf Coast $ 2.92 $ 5.41 $ 4.44 $ 3.79 Total $ 2.87 $ 4.58 $ 4.36 $ 3.19 Crude/Condensate Price ($/Bbl) $20.47 $30.23 $24.91 $26.81 WELLS DRILLED Gross 51 44 205 129 Net 32.7 30.3 152.6 91.6 Gross Success Rate 88% 82% 88% 86%
CABOT OIL & GAS RESULTS -- PAGE 7 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (In Thousands, Except Per Share Amounts)
Quarter Ended Year Ended December 31, December 31, ----------------------- ------------------------ 2001 2000 2001 2000 --------- ---------- --------- ---------- NET OPERATING REVENUES Natural Gas Production $ 56,166 $ 71,097 $ 301,529 $ 194,185 Crude Oil and Condensate 12,312 8,976 47,544 25,544 Brokered Natural Gas 9,568 34,354 90,710 141,085 Change in Derivative Fair Value (647) 0 142 0 Other 2,919 420 7,117 7,837 -------- ---------- --------- ---------- 80,318 114,847 447,042 368,651 OPERATING EXPENSES Brokered Natural Gas Cost 8,835 32,750 87,785 135,700 Production and Pipeline Operations 11,602 9,436 41,217 35,727 Exploration 23,699 7,771 63,454 19,858 Taxes Other Than Income 7,177 7,470 28,341 23,041 Administrative 7,492 4,886 25,650 20,421 Bad Debt 2,270 2,096 2,270 2,096 Depreciation, Depletion and Amortization 28,421 16,595 88,422 57,809 Impairment of Long-Lived Assets 5,131 0 6,852 9,143 -------- ---------- --------- ---------- 94,627 81,004 343,991 303,795 Gain (Loss) on Sale of Assets 284 (17) 26 (39) -------- ---------- --------- ---------- INCOME (LOSS) FROM OPERATIONS (14,025) 33,826 103,077 64,817 Minority Interest in Subsidiaries (10) 0 4 0 Interest Expense 6,278 5,834 20,813 22,878 -------- ---------- --------- ---------- Income (Loss) Before Income Taxes (20,293) 27,992 82,260 41,939 Income Tax Expense (Benefit) (9,454) 10,920 30,413 16,467 -------- ---------- --------- ---------- NET INCOME (LOSS) (10,839) 17,072 51,847 25,472 Dividend Requirement on Preferred Stock 0 0 0 (3,749) -------- ---------- --------- ---------- NET INCOME (LOSS) APPLICABLE TO COMMON $(10,839) $ 17,072 $ 51,847 $ 29,221 ======== ========== ========= ========== NET INCOME (LOSS) PER COMMON SHARE - BASIC $ (0.34) $ 0.59 $ 1.71 $ 1.07 ======== ========== ========= ========== Average Common Shares Outstanding 31,602 29,032 30,276 27,384 RESULTS FROM RECURRING OPERATIONS As Reported - Net Income (Loss) Applicable to Common $(10,839) $ 17,072 $ 51,847 $ 29,221 After-Tax Impact for Selected Items: Change in Derivative Fair Value (397) 87 Impairment of Long-Lived Assets (3,145) (4,200) (5,605) Negative Dividend - Preferred Stock Repurchase 5,100 Bad Debt Expense (1,392) (1,285) (1,392) (1,285) Severance Tax Refund 695 Severance Costs (582) Benefit from Contract Settlement (306) 1,432 -------- ---------- --------- ---------- Net Income (Loss) from Recurring Operations $ (5,905) $ 18,663 $ 56,657 $ 30,161 ======== ========== ========= ========== Net Income (Loss) per Common Share $ (0.19) $ 0.64 $ 1.87 $ 1.10 ======== ========== ========= ========== Discretionary Cash Flow (DCF) $ 35,292 $ 52,488 $ 231,205 $ 124,990 ======== ========== ========= ========== DCF per Common Share $ 1.12 $ 1.81 $ 7.64 $ 4.56 ======== ========== ========= ==========
CABOT OIL & GAS RESULTS -- PAGE 8 - --------------------------------- CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (In Thousands)
Dec. 31, Dec. 31, 2001 2000 -------- -------- ASSETS Current Assets $ 88,455 $ 110,269 Property, Equipment and Other Assets 988,287 625,365 ---------- ---------- Total Assets $1,076,742 $ 735,634 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities $ 110,239 $ 118,108 Long-Term Debt 393,000 253,000 Deferred Income Taxes 203,808 108,174 Other Liabilities 18,380 13,847 Stockholders' Equity 351,315 242,505 ---------- ---------- Total Liabilities and Stockholders' Equity $1,076,742 $ 735,634 ========== ========== CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In Thousands) Quarter Ended Year Ended Dec. 31, Dec. 31, ------------------ ------------------ 2001 2000 2001 2000 ---- ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (10,839) $ 17,072 $ 51,847 $ 25,472 Income Charges Not Requiring Cash 34,874 16,657 98,126 68,091 (Gain) Loss on Sale of Assets (284) 17 (26) 39 Deferred Income Taxes (13,550) 8,988 17,106 13,163 Changes in Assets and Liabilities 1,737 (5,330) 19,928 (7,613) Exploration Expense 23,699 7,771 63,454 19,858 ---------- ---------- --------- ---------- Net Cash Provided by Operations 35,637 45,175 250,435 119,010 CASH FLOWS FROM INVESTING ACTIVITIES Capital Expenditures (*) (45,831) (27,685) (322,625) (99,359) Proceeds from Sale of Assets 931 487 6,829 3,150 Exploration Expense (23,699) (7,771) (63,454) (19,858) ---------- ---------- --------- ---------- Net Cash Used by Investing (68,599) (34,969) (379,250) (116,067) CASH FLOWS FROM FINANCING ACTIVITIES Sale of Common Stock 0 3,507 7,748 85,104 Retirement of Preferred Stock 0 0 0 (51,600) Increase (Decrease) in Debt 26,000 (7,000) 124,000 (24,000) Preferred Dividends 0 0 0 (2,202) Common Dividends (1,264) (1,161) (4,801) (4,350) ---------- ---------- --------- ---------- Net Cash Provided (Used) by Financing 24,736 (4,654) 126,947 2,952 Net Increase (Decrease) in Cash and Cash Equivalents $ (8,226) $ 5,552 $ (1,868) $ 5,895 ========== ========== ========= ========== DISCRETIONARY CASH FLOW (**) $ 33,900 $ 50,505 $ 230,507 $ 124,421 ========== ========== ========= ==========
(*) Excludes the non-cash consideration of $49.9 million in common stock issued in connection with the acquisition of Cody Company in August 2001. (**) Net income plus non-cash charges and exploration less preferred dividends. Excludes net proceeds on property sales. -----END PRIVACY-ENHANCED MESSAGE-----