Coterra Energy Inc. - Quarter Report: 2012 September (Form 10-Q)

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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 September 30, 2012

 

o         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)

 

 

 

Three Memorial City Plaza

840 Gessner Road, Suite 1400, Houston, Texas 77024

(Address of principal executive offices including ZIP code)

 

(281) 589-4600

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of October 22, 2012, there were 210,242,354 shares of Common Stock, Par Value $.10 Per Share, outstanding.

 

 

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CABOT OIL & GAS CORPORATION

 

INDEX TO FINANCIAL STATEMENTS

 

	Page
Part I. Financial Information
Item 1.      Financial Statements
Condensed Consolidated Balance Sheet at September 30, 2012 and December 31, 2011	3
Condensed Consolidated Statement of Operations for the Three and Nine Months Ended September 30, 2012 and 2011	4
Condensed Consolidated Statement of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011	5
Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2012 and 2011	6
Notes to the Condensed Consolidated Financial Statements	7
Report of Independent Registered Public Accounting Firm on Review of Interim Financial Information	21
Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.      Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.      Controls and Procedures	35
Part II. Other Information
Item 1.      Legal Proceedings	35
Item 1A.   Risk Factors	35
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.      Exhibits	36
Signatures	37

 

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PART I. FINANCIAL INFORMATION

 

ITEM  1.                           Financial Statements

 

CABOT OIL & GAS CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

 

		September 30,			December 31,
(In thousands, except share amounts)		2012			2011
ASSETS
Current Assets
Cash and Cash Equivalents		$	37,501		$	29,911
Accounts Receivable, Net		103,634			114,381
Income Taxes Receivable		1,183			1,388
Inventories		17,696			21,278
Derivative Instruments		61,723			174,263
Other Current Assets		2,937			4,579
Total Current Assets		224,674			345,800
Properties and Equipment, Net (Successful Efforts Method)		4,218,921			3,934,584
Derivative Instruments		4,379			21,249
Other Assets		34,963			29,860
		$	4,482,937		$	4,331,493
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable		$	276,149		$	217,294
Current Portion of Long-Term Debt		75,000			—
Deferred Income Taxes		14,229			55,132
Accrued Liabilities		47,412			70,918
Total Current Liabilities		412,790			343,344
Postretirement Benefits		40,993			38,708
Long-Term Debt		987,000			950,000
Deferred Income Taxes		837,319			802,592
Asset Retirement Obligation		63,069			60,142
Other Liabilities		41,479			31,939
Total Liabilities		2,382,650			2,226,725
Commitments and Contingencies
Stockholders’ Equity
Common Stock:
Authorized — 480,000,000 Shares of $0.10 Par Value in 2012 and 240,000,000 Shares of $0.10 Par Value in 2011 Issued—210,242,354 Shares and 209,019,458 Shares in 2012 and 2011, respectively		21,024			20,902
Additional Paid-in Capital		718,760			724,377
Retained Earnings		1,336,594			1,258,291
Accumulated Other Comprehensive Income		27,258			104,547
Less Treasury Stock, at Cost:
404,400 Shares in 2012 and 2011, respectively		(3,349		)	(3,349		)
Total Stockholders’ Equity		2,100,287			2,104,768
		$	4,482,937		$	4,331,493

 

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

 

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 CABOT OIL & GAS CORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

 

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
(In thousands, except per share amounts)		2012			2011			2012			2011
OPERATING REVENUES
Natural Gas		$	231,896		$	218,521		$	639,729		$	588,976
Crude Oil and Condensate		57,870			33,158			165,317			79,792
Brokered Natural Gas		5,238			9,467			23,831			38,947
Other		1,870			971			5,790			4,124
		296,874			262,117			834,667			711,839
OPERATING EXPENSES
Direct Operations		28,269			27,292			84,895			76,878
Transportation and Gathering		34,430			19,768			97,827			48,710
Brokered Natural Gas		4,258			8,204			20,380			33,362
Taxes Other Than Income		10,436			7,042			39,873			21,070
Exploration		9,303			20,190			29,548			31,090
Depreciation, Depletion and Amortization		110,448			90,293			335,421			250,642
General and Administrative		23,829			27,949			93,249			78,254
		220,973			200,738			701,193			540,006
Gain / (Loss) on Sale of Assets		(126		)	3,854			67,042			36,408
INCOME FROM OPERATIONS		75,775			65,233			200,516			208,241
Interest Expense and Other		16,219			18,517			51,631			53,928
Income Before Income Taxes		59,556			46,716			148,885			154,313
Income Tax Expense		22,948			18,234			58,021			58,268
NET INCOME		$	36,608		$	28,482		$	90,864		$	96,045
Earnings Per Share
Basic		$	0.17		$	0.14		$	0.43		$	0.46
Diluted		$	0.17		$	0.14		$	0.43		$	0.46
Weighted-Average Shares Outstanding
Basic		209,656			208,570			209,433			208,463
Diluted		211,226			210,920			210,997			210,631
Dividends per common share		$	0.02		$	0.02		$	0.06		$	0.05

 

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

 

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CABOT OIL & GAS CORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

 

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
(In thousands)		2012			2011			2012			2011
Net Income		$	36,608		$	28,482		$	90,864		$	96,045
Other Comprehensive Income / (Loss), net of taxes:
Reclassification Adjustment for Settled Hedge Contracts(1)		(37,294		)	(13,982		)	(115,943		)	(30,308		)
Changes in Fair Value of Hedge Contracts(2)		(24,361		)	60,829			30,091			98,607
Defined Benefit Pension and Postretirement Plans:
Net Loss due to Remeasurement(3)		—			(2,487		)	—			(2,487		)
Settlement(4)		—			1,516			—			1,516
Amortization of Net Obligation at Transition(5)		—			98			—			294
Amortization of Prior Service Cost(6)		—			141			135			534
Amortization of Net Loss(7)		79			1,559			8,428			5,530
Foreign Currency Translation Adjustment(8)		—			31			—			23
Total Other Comprehensive Income / (Loss)		(61,576		)	47,705			(77,289		)	73,709
Comprehensive Income / (Loss)		$	(24,968	)	$	76,187		$	13,575		$	169,754

 

(1)	Net of income taxes of $23,644 and $8,570 for the three months ended September 30, 2012 and 2011, respectively, and $73,507 and $18,576 for the nine months ended September 30, 2012 and 2011, respectively.
(2)	Net of income taxes of $15,444 and $(37,314) for the three months ended September 30, 2012 and 2011, respectively, and $(19,208) and $(60,423) for the nine months ended September 30, 2012 and 2011, respectively.
(3)	Net of income taxes of $0 and $1,614 for the three months ended September 30, 2012 and 2011, respectively, and $0 and $1,614 for the nine months ended September 30, 2012 and 2011, respectively.
(4)	Net of income taxes of $0 and $(930) for the three months ended September 30, 2012 and 2011, respectively, and $0 and $(930) for the nine months ended September 30, 2012 and 2011, respectively.
(5)	Net of income taxes of $0 and $(60) for the three months ended September 30, 2012 and 2011, respectively, and $0 and $(180) for the nine months ended September 30, 2012 and 2011, respectively.
(6)	Net of income taxes of $0 and $(87) for the three months ended September 30, 2012 and 2011, respectively and $(86) and $(328) for the nine months ended September 30, 2012 and 2011, respectively.
(7)	Net of income taxes of $(53) and $(954) for the three months ended September 30, 2012 and 2011, respectively and $(5,347) and $(3,390) for the nine months ended September 30, 2012 and 2011, respectively.
(8)	Net of income taxes of $0 and $(6) for the three months ended September 30, 2012 and 2011, respectively and $0 and $(9) for the nine months ended September 30, 2012 and 2011, respectively.

 

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

 

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CABOT OIL & GAS CORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

 

		Nine Months Ended
		September 30,
(In thousands)		2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income		$	90,864		$	96,045
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		335,421			250,642
Deferred Income Tax Expense		42,714			57,381
(Gain) / Loss on Sale of Assets		(67,042		)	(36,408		)
Exploration Expense		12,118			13,851
Unrealized (Gain) / Loss on Derivative Instruments		449			950
Amortization of Debt Issuance Costs		4,300			3,317
Stock-Based Compensation, Pension and Other		37,518			42,432
Changes in Assets and Liabilities:
Accounts Receivable, Net		10,747			(7,124		)
Income Taxes		205			(36,115		)
Inventories		3,582			1,371
Other Current Assets		(1,125		)	(832		)
Accounts Payable and Accrued Liabilities		(16,391		)	(9,941		)
Other Assets and Liabilities		1,752			(203		)
Net Cash Provided by Operating Activities		455,112			375,366
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures		(669,198		)	(668,987		)
Proceeds from Sale of Assets		132,740			82,109
Investment in Equity Method Investment		(4,488		)	—
Net Cash Used in Investing Activities		(540,946		)	(586,878		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from Debt		280,000			330,000
Repayments of Debt		(168,000		)	(100,000		)
Dividends Paid		(12,561		)	(9,379		)
Capitalized Debt Issuance Costs		(5,005		)	(1,025		)
Other		(1,010		)	(1,105		)
Net Cash Provided by Financing Activities		93,424			218,491
Net Increase / (Decrease) in Cash and Cash Equivalents		7,590			6,979
Cash and Cash Equivalents, Beginning of Period		29,911			55,949
Cash and Cash Equivalents, End of Period		$	37,501		$	62,928

 

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

 

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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 disclosed in its Annual Report on Form 10-K for the year ended December 31, 2011 (Form 10-K) filed with the Securities and Exchange Commission (SEC). The interim financial statements should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. 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 statement. The results for any interim period are not necessarily indicative of the expected results for the entire year.

 

Certain reclassifications have been made to prior year statements to conform with current year presentation. These reclassifications have no impact on previously reported net income.

 

On January 3, 2012, the Board of Directors declared a 2-for-1 split of the Company’s common stock in the form of a stock dividend. The stock dividend was distributed on January 25, 2012 to shareholders of record as of January 17, 2012. All common stock accounts and per share data have been retroactively adjusted to give effect to the 2-for-1 split of the Company’s common stock.

 

With respect to the unaudited financial information of the Company as of September 30, 2012 and for the three and nine months ended September 30, 2012 and 2011, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated October 26, 2012 appearing herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

 

Recent Accounting Pronouncements

 

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments are effective for interim and annual periods beginning after December 15, 2011 and are to be applied prospectively. This update did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU No. 2011-05 was amended in December 2011 by ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU No. 2011-05.” ASU No. 2011-12 defers only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements.  ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company has elected to present two separate but consecutive financial statements. These updates did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either Accounting Standards Codification (ASC) 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. This guidance will primarily impact the Company’s disclosures associated with its commodity derivatives. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.

 

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2. PROPERTIES AND EQUIPMENT, NET

 

Properties and equipment, net are comprised of the following:

 

		September 30,			December 31,
(In thousands)		2012			2011
Proved Oil and Gas Properties		$	5,618,507		$	5,006,846
Unproved Oil and Gas Properties		478,999			478,942
Gathering and Pipeline Systems		238,962			238,660
Land, Building and Other Equipment		83,301			80,908
		6,419,769			5,805,356
Accumulated Depreciation, Depletion and Amortization		(2,200,848		)	(1,870,772		)
		$	4,218,921		$	3,934,584

 

At September 30, 2012, the Company did not have any projects that had exploratory well costs that were capitalized for a period of greater than one year after drilling.

 

Divestitures

 

In June 2012, the Company sold a 35% non-operated working interest associated with certain of its Pearsall shale undeveloped leaseholds in south Texas to a wholly-owned subsidiary of Osaka Gas Co., Ltd. (Osaka) for total consideration of approximately $251.0 million.  The Company received $125.0 million in cash proceeds and Osaka agreed to fund 85% of the Company’s share of future drilling and completion costs associated with these leaseholds until it has paid approximately $126.0 million in accordance with a joint development agreement entered into at the closing. The drilling and completion carry will terminate two years after the closing of the transaction. The Company recognized a $67.0 million gain on sale of assets associated with this sale.

 

During the first nine months of 2011, the Company entered into two participation agreements with third parties related to certain of its Haynesville and Bossier shale leaseholds in east Texas. Under the terms of the participation agreements, the third parties agreed to fund 100% of the cost to drill and complete certain Haynesville and Bossier shale wells in the related leaseholds over a multi-year period in exchange for a 75% working interest in the leaseholds. During the first nine months of 2011, the Company received reimbursement of drilling costs incurred of approximately $11.2 million associated with wells that had commenced drilling prior to the execution of the participation agreements.

 

In May 2011, the Company sold certain of its Haynesville and Bossier Shale oil and gas properties in east Texas to a third party. The Company received approximately $47.0 million in cash proceeds and recognized a $34.2 million gain on sale of assets.

 

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3. ADDITIONAL BALANCE SHEET INFORMATION

 

Certain balance sheet amounts are comprised of the following:

 

		September 30,			December 31,
(In thousands)		2012			2011
ACCOUNTS RECEIVABLE, NET
Trade Accounts		$	99,753		$	111,306
Joint Interest Accounts		3,804			5,417
Other Accounts		1,092			1,003
		104,649			117,726
Allowance for Doubtful Accounts		(1,015		)	(3,345		)
		$	103,634		$	114,381
INVENTORIES
Natural Gas in Storage		$	10,122		$	13,513
Tubular Goods and Well Equipment		6,507			7,146
Other Accounts		1,067			619
		$	17,696		$	21,278
OTHER CURRENT ASSETS
Prepaid Balances and Other		2,937			2,345
Restricted Cash		—			2,234
		$	2,937		$	4,579
OTHER ASSETS
Deferred Compensation Plan		$	11,462		$	10,838
Debt Issuance Cost		18,385			17,680
Equity Method Investment		4,450			—
Other Accounts		666			1,342
		$	34,963		$	29,860
ACCOUNTS PAYABLE
Trade Accounts		$	17,511		$	18,253
Natural Gas Purchases		4,277			3,012
Royalty and Other Owners		47,699			48,113
Accrued Capital Costs		164,139			138,122
Taxes Other Than Income		1,415			2,076
Drilling Advances		33,244			1,489
Wellhead Gas Imbalances		2,358			2,312
Other Accounts		5,506			3,917
		$	276,149		$	217,294
ACCRUED LIABILITIES
Employee Benefits		$	16,360		$	26,035
Pension and Postretirement Benefits		1,260			6,331
Taxes Other Than Income		12,450			12,297
Interest Payable		12,801			24,701
Derivative Contracts		2,941			385
Other Accounts		1,600			1,169
		$	47,412		$	70,918
OTHER LIABILITIES
Deferred Compensation Plan		$	22,668		$	20,187
Derivative Contracts		5,868			—
Other Accounts		12,943			11,752
		$	41,479		$	31,939

 

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4. DEBT AND CREDIT AGREEMENTS

 

The Company’s debt and credit agreements consisted of the following:

 

(In thousands)		September 30, 2012			December 31, 2011
Long-Term Debt
7.33% Weighted-Average Fixed Rate Notes		$	95,000		$	95,000
6.51% Weighted-Average Fixed Rate Notes		425,000			425,000
9.78% Notes		67,000			67,000
5.58% Weighted-Average Fixed Rate Notes		175,000			175,000
Credit Facility		300,000			188,000
Current Maturities
7.33% Weighted-Average Fixed Rate Notes		(75,000		)	—
Long-Term Debt, excluding Current Maturities		$	987,000		$	950,000

 

In May 2012, the Company amended its revolving credit facility to adjust the margins associated with borrowings under the facility and extend the maturity date from September 2015 to May 2017. The credit facility, as amended, provides for an available credit line of $900 million with an accordion feature, which allows the Company to increase the available credit line by an additional $500 million if one or more of the existing or new banks agree to provide such increased amount.  Interest rates under the credit facility are based on Euro-Dollars (LIBOR) or Base Rate (Prime) indications, plus a margin, as follows:

 

		Debt Percentage
		<25%		>25% <50%		>50% <75%		>75% <90%		>90%
Eurodollar Loans		1.50%		1.75%		2.00%		2.25%		2.50%
ABR Loans		0.50%		0.75%		1.00%		1.25%		1.50%

 

As of September 30, 2012, the amended credit facility provided for a $1.7 billion borrowing base. The other terms and conditions of the amended facility are generally consistent with the terms and conditions of the credit agreement prior to its amendment.

 

In conjunction with entering into the amendment to the credit facility, the Company incurred $5.0 million of debt issuance costs, which were capitalized and will be amortized over the term of the amended credit facility. Approximately $1.3 million in unamortized cost associated with the original credit facility was recognized as a debt extinguishment cost, which was included in Interest Expense and Other in the Condensed Consolidated Statement of Operations, and the remaining unamortized costs of $11.0 million will be amortized over the term of the amended credit facility in accordance with ASC 470-50, “Debt Modifications and Extinguishments.”

 

At September 30, 2012, the Company had $300.0 million of borrowings outstanding under the amended credit facility at a weighted-average interest rate of 2.3% and $599.0 million available for future borrowings.

 

5. EQUITY METHOD INVESTMENT

 

Constitution Pipeline Company, LLC

 

The Company accounts for its investment in entities over which the Company has significant influence, but not control, using the equity method of accounting. Under the equity method of accounting, the Company records its proportionate share of net earnings, declared dividends and partnership distributions based on the most recently available financial statements of the investee (generally on a one month lag). The Company also evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment.

 

In February 2012, the Company entered into a Precedent Agreement with Constitution Pipeline Company, LLC (Constitution), at the time a wholly owned subsidiary of Williams Partners L.P., to develop and construct a 120 mile large diameter pipeline to transport its production in northeast Pennsylvania to both the New England and New York markets.  Under the terms of the Precedent Agreement, the Company will have transportation rights for up to approximately 500,000 Mcf per day of capacity on the newly constructed pipeline, subject to regulatory approval and certain terms and conditions to be determined.

 

In April 2012, the Company entered into an Amended and Restated Limited Liability Company Agreement (LLC Agreement) with Constitution, which thereby became an unconsolidated investee. Under the terms of the LLC Agreement, the Company acquired a

 

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25% equity interest and agreed to invest approximately $187 million, subject to a contribution cap of $250 million.  The investment, which is expected to occur over the next three years, will fund the development and construction of the pipeline and related facilities.

 

During the first nine months of 2012, the Company made contributions of $4.5 million to fund costs associated with the project. The Company’s net book value in this equity investment was $4.5 million as of September 30, 2012 and is included in Other Assets in the Condensed Consolidated Balance Sheet. There were no material earnings or losses associated with Constitution during the first nine months of 2012.  Earnings (losses) on Equity Method Investment are included in Interest Expense and Other in the Condensed Consolidated Statement of Operations.

 

6. EARNINGS PER COMMON SHARE

 

Basic EPS is computed by dividing net income (the numerator) by the weighted-average number of common shares outstanding for the period (the denominator). Diluted EPS is similarly calculated except that the denominator is increased using the treasury stock method to reflect the potential dilution that could occur if outstanding stock appreciation rights were exercised and stock awards were vested at the end of the applicable period.

 

The following is a calculation of basic and diluted weighted-average shares outstanding:

 

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(In thousands)		2012		2011		2012		2011
Weighted-Average Shares - Basic		209,656		208,570		209,433		208,463
Dilution Effect of Stock Appreciation Rights and Stock Awards at End of Period		1,570		2,350		1,564		2,168
Weighted-Average Shares - Diluted		211,226		210,920		210,997		210,631
Weighted-Average Stock Awards and Shares Excluded from Diluted Earnings per Share due to the Anti-Dilutive Effect		46		—		102		—

 

7. COMMITMENTS AND CONTINGENCIES

 

Transportation Agreements

 

During the first nine months of 2012, the Company entered into a liquids transportation agreement that commenced in the third quarter of 2012. The Company’s total future minimum transportation commitments as of September 30, 2012 are as follows:

 

(In thousands)
2012		$	28,117
2013		121,920
2014		127,620
2015		127,698
2016		128,071
Thereafter		1,289,626
		$	1,823,052

 

For further information on the Company’s transportation agreements, please refer to Note 7 of the Notes to the Consolidated Financial Statements in the 2011 Form 10-K.

 

Legal Matters

 

Preferential Purchase Right Litigation

 

In September 2005, the Company and Linn Energy, LLC were sued by Power Gas Marketing & Transmission, Inc. in the Court of Common Pleas of Indiana County, Pennsylvania. The lawsuit seeks unspecified damages arising out of the Company’s 2003 sale of oil and gas properties located in Indiana County, Pennsylvania, to Linn Energy, LLC. The plaintiff alleges breach of a preferential purchase right regarding those properties contained in a 1969 joint operating agreement to which the plaintiff was a party. The Company initially obtained judgment as a matter of law as to all claims in a decision by the trial court dated February 2007. Plaintiff

 

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appealed the ruling to the Pennsylvania Superior Court, where the ruling in favor of the Company was reversed and remanded to the trial court in March 2008. The Company appealed the Superior Court ruling to the Pennsylvania Supreme Court, but in December 2008 that Court declined to review. Effective July 2008, Linn Energy, LLC sold the subject properties to XTO Energy, Inc., giving rise to a second lawsuit for unspecified damages filed in September 2009 by EXCO—North Coast Energy, Inc., as successor in interest to Power Gas Marketing & Transmission, Inc., against the Company, Linn Energy, LLC and XTO Energy, Inc. The second lawsuit has been consolidated into the first lawsuit. A bench trial was held in early June 2012. Closing arguments have been set for mid-January 2013.

 

The Company believes that the plaintiff’s claims lack merit and does not consider a loss related to this matter to be probable; however, due to the inherent uncertainties of litigation, a loss is possible. In the event that the Company is found liable, the potential loss is currently estimated to be less than $15 million.

 

Other

 

The Company is also a defendant in various other legal proceedings arising in the normal course of business. All known liabilities are accrued based on management’s best estimate of the potential loss. While the outcome and impact of these legal proceedings on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows.

 

Contingency Reserves

 

When deemed necessary, the Company establishes reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible that the Company could incur additional losses with respect to those matters in which reserves have been established. The Company believes that any such amount above the amounts accrued is not material to the Condensed Consolidated Financial Statements. Future changes in facts and circumstances not currently foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

 

Environmental Matters

 

Pennsylvania Department of Environmental Protection

 

On December 15, 2010, the Company entered into a consent order and settlement agreement (CO&SA) with the Pennsylvania Department of Environmental Protection (PaDEP), addressing a number of environmental issues originally identified in 2008 and 2009, including alleged releases of drilling mud and other substances, alleged record keeping violations at various wells and alleged natural gas contamination of water supplies to 14 households in Susquehanna County, Pennsylvania.  On January 11, 2011, certain of the affected households appealed the CO&SA to the Pennsylvania Environmental Hearing Board (PEHB).  On October 17, 2011, the Company requested PaDEP approval to resume hydraulic fracturing and new natural gas well drilling operations in the affected area, along with a request to cease temporary water deliveries to the affected households.  On October 18, 2011, the PaDEP concurred that temporary water deliveries to the property owners are no longer necessary.  On November 18, 2011, certain of the affected households appealed this order to the PEHB, which appeal was later consolidated with the CO&SA appeal.

 

The Company is in continuing discussions with the PaDEP to address the results of the Company’s natural gas well test data, water quality sampling and water well headspace screenings, which were required pursuant to the CO&SA. On August 21, 2012, the PaDEP notified the Company that it could commence completion operations on existing wells within the concerned area.

 

As of September 30, 2012, the Company has paid $1.3 million in settlement of fines and penalties sought or claimed by the PaDEP related to this matter and all of the affected households have accepted the $4.2 million that was placed into escrow for their benefit.  Furthermore, as of October 18, 2012, all of the appellants have dismissed their appeal to the PEHB. With the withdrawal of these appeals, the Company does not believe it has any further exposure related to this matter.

 

For additional information on the PaDEP matter, refer to Note 7 of the Notes to the Consolidated Financial Statements in the 2011 Form 10-K.

 

United States Environmental Protection Agency

 

By letter dated January 6, 2012, the United States Environmental Protection Agency (EPA) sent a Required Submission of Information—Dimock Township Drinking Water Contamination letter to the Company pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA). The Required Submission of Information requested all

 

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documents, water sampling results and any other correspondence related to the Company’s activities in the area of concern. The Company provided information pursuant to the request.

 

Upon review of information from Dimock residents, the PaDEP, and the Company, the EPA determined that further water well sampling was necessary and initiated two rounds of water sampling to address concerns about drinking water in Dimock. In July 2012, based on the outcome of the water sampling, the EPA determined that levels of contaminants do not pose a health concern and that it would take no further action.

 

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

The Company periodically enters into commodity derivative instruments to hedge its exposure to price fluctuations on natural gas and crude oil production. The Company’s credit agreement restricts the ability of the Company to enter into commodity hedges other than to hedge or mitigate risks to which the Company has actual or projected exposure or as permitted under the Company’s risk management policies and not subjecting the Company to material speculative risks. All of the Company’s derivatives are used for risk management purposes and are not held for trading purposes.

 

As of September 30, 2012, the Company had the following outstanding commodity derivatives:

 

Commodity and Derivative Type		Weighted-Average Contract Price				Volume				Contract Period
Derivatives Designated as Hedging Instruments
Natural Gas Swaps		$5.22		per Mcf		24,131		Mmcf		Oct. 2012 - Dec. 2012
Natural Gas Collars		$3.60 Floor / $4.17 Ceiling		per Mcf		2,963		Mmcf		Nov. 2012 - Dec. 2012
Natural Gas Collars		$5.15 Floor / $6.18 Ceiling		per Mcf		10,637		Mmcf		Jan. 2013 - Dec. 2013
Natural Gas Collars		$5.15 Floor / $6.23 Ceiling		per Mcf		7,092		Mmcf		Jan. 2013 - Dec. 2013
Natural Gas Collars		$3.09 Floor / $4.12 Ceiling		per Mcf		35,458		Mmcf		Jan. 2013 - Dec. 2013
Natural Gas Collars		$3.40 Floor / $4.12 Ceiling		per Mcf		17,729		Mmcf		Jan. 2013 - Dec. 2013
Natural Gas Collars		$3.35 Floor / $4.01 Ceiling		per Mcf		35,458		Mmcf		Jan. 2013 - Dec. 2013
Natural Gas Collars		$3.60 Floor / $4.17 Ceiling		per Mcf		17,729		Mmcf		Jan. 2013 - Dec. 2013
Crude Oil Swaps		$100.45		per Bbl		460		Mbbl		Oct. 2012 - Dec. 2012
Crude Oil Swaps		$101.90		per Bbl		1,095		Mbbl		Jan. 2013 - Dec. 2013
Derivatives Not Designated as Hedging Instruments
Natural Gas Basis Swaps		$(0.25	)	per Mcf		4,284		Mmcf		Oct. 2012 - Dec. 2012

 

In October 2012, the Company entered into additional natural gas collar arrangements with floor prices ranging from $3.76 to $3.86 per Mcf and ceiling prices ranging from $4.14 to $4.36 per Mcf covering 35,458 Mmcf of the Company’s anticipated natural gas production for 2013.

 

The change in fair value of derivatives designated as hedges that is effective is recorded to Accumulated Other Comprehensive Income / (Loss) in Stockholders’ Equity in the Condensed Consolidated Balance Sheet. The ineffective portion of the change in fair value of derivatives designated as hedges, if any, and the change in fair value of derivatives not designated as hedges are recorded currently in earnings as a component of Natural Gas Revenue and Crude Oil and Condensate Revenue, as appropriate, in the Condensed Consolidated Statement of Operations.

 

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The following disclosures reflect the impact of derivative instruments on the Company’s condensed consolidated financial statements:

 

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

 

				Fair Value Asset (Liability)
(In thousands)		Balance Sheet Location		September 30, 2012			December 31, 2011
Derivatives Designated as Hedging Instruments
Commodity Contracts		Derivative Instruments (current assets)		$	62,532		$	177,389
Commodity Contracts		Accrued Liabilities		(2,941		)	(385		)
Commodity Contracts		Derivative Instruments (non-current assets)		4,379			21,249
Commodity Contracts		Other Liabilities		(5,868		)	—
				58,102			198,253
Derivatives Not Designated as Hedging Instruments
Commodity Contracts		Derivative Instruments (current assets)		(809		)	(3,126		)
				$	57,293		$	195,127

 

At September 30, 2012 and December 31, 2011, unrealized gains of $58.1 million ($35.6 million, net of tax) and $198.3 million ($121.4 million, net of tax), respectively, were recorded in Accumulated Other Comprehensive Income / (Loss). Based upon estimates at September 30, 2012, the Company expects to reclassify $36.5 million in after-tax income associated with its commodity hedges from Accumulated Other Comprehensive Income / (Loss) to the Condensed Consolidated Statement of Operations over the next 12 months.

 

Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

 

		Amount of Gain / (Loss) Recognized in OCI on Derivative (Effective Portion)												Location of Gain (Loss)		Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives Designated as Hedging Instruments		Three Months Ended September 30,						Nine Months Ended September 30,						Reclassified from Accumulated OCI into		Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)		2012			2011			2012			2011			Income		2012			2011			2012			2011
Commodity Contracts		$	(39,805	)	$	98,143		$	49,299		$	159,030		Natural Gas Revenues		$	57,139		$	21,170		$	183,867		$	48,318
														Crude Oil and Condensate Revenues		3,799			1,382			5,583			566
																$	60,938		$	22,552		$	189,450		$	48,884

 

For the three and nine months ended September 30, 2012 and 2011, respectively, there was no ineffectiveness recorded in our Condensed Consolidated Statement of Operations related to our derivative instruments.

 

Derivatives Not Designated as				Three Months Ended						Nine Months Ended
Hedging Instruments		Location of Gain (Loss) Recognized		September 30,						September 30,
(In thousands)		in Income on Derivative		2012			2011			2012			2011
Commodity Contracts		Natural Gas Revenues		$	(149	)	$	(64	)	$	(449	)	$	(950	)

 

Additional Disclosures about Derivative Instruments and Hedging Activities

 

The use of derivative instruments involves the risk that the counterparties will be unable to meet their obligation under the agreement. The Company enters into derivative contracts with multiple counterparties in order to limit its exposure to individual counterparties. The Company also has netting arrangements with all of its counterparties that allow it to offset payables against receivables from separate derivative contracts with that counterparty.

 

Certain counterparties to the Company’s derivative instruments are also lenders under its credit facility. The Company’s credit facility and derivative instruments contain certain cross default and acceleration provisions that may require immediate payment of its derivative liability in certain situations.

 

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