CONFORMED COPY
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 and Exchange Act of 1934
For the period ended March 31, 2001
OR
[ ] Transition Report Pursuant to Section 13 of 15(d) of
the Securities and Exchange Act of 1934
For the transition period from to
Commission file number 0-7246
I.R.S. Employer Identification Number 95-2636730
PETROLEUM DEVELOPMENT CORPORATION
(A Nevada Corporation)
103 East Main Street
Bridgeport, WV 26330
Telephone: (304) 842-6256
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 XX No
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: 16,244,044 shares of the
Company's Common Stock ($.01 par value) were outstanding as of March 31, 2001.
PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Independent Auditors' Review Report 1
Condensed Consolidated Balance Sheets -
March 31, 2001 and December 31, 2000 2
Condensed Consolidated Statements of Income -
Three Months Ended March 31, 2001 and 2000 4
Condensed Consolidated Statements of Cash Flows-Three
Months Ended March 31, 2001 and 2000 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3 Quantitative and Qualitative Disclosure About Market Risk 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
PART I - FINANCIAL INFORMATION
Independent Auditors' Review Report
The Board of Directors
Petroleum Development Corporation:
We have reviewed the accompanying condensed consolidated balance
sheet of Petroleum Development Corporation and subsidiaries as of March 31,
2001, and the related condensed consolidated statements of income and cash
flows for the three-month periods ended March 31, 2001 and 2000. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying analytical
review procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less
in scope than an audit conducted in accordance with generally accepted
auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the condensed consolidated financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of Petroleum Development Corporation and subsidiaries as of December
31, 2000 and the related consolidated statements of income, stockholders'
equity, and cash flows for the year then ended (not presented herein); and
in our report dated March 8, 2001, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as of
December 31, 2000 is fairly presented, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
KPMG LLP
Pittsburgh, Pennsylvania
May 7, 2001
PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 2001 and December 31, 2000
ASSETS
2001 2000
(Unaudited)
Current assets:
Cash and cash equivalents $ 44,594,000 $ 46,872,000
Accounts and notes receivable 19,817,000 23,648,000
Inventories 1,090,500 1,097,900
Prepaid expenses 5,554,500 7,134,800
Total current assets 71,056,000 78,752,700
Properties and equipment 142,277,700 141,298,600
Less accumulated depreciation, depletion,
and amortization 37,328,200 35,344,700
104,949,500 105,953,900
Other assets 2,976,200 2,977,900
$178,981,700 $187,684,500
(Continued)
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PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets, Continued
March 31, 2001 and December 31, 2000
LIABILITIES AND
STOCKHOLDERS' EQUITY
2001 2000
(Unaudited)
Current liabilities:
Accounts payable and accrued expenses $ 40,106,000 $ 31,722,500
Advances for future drilling contracts 22,711,100 43,809,400
Funds held for future distribution 5,564,900 2,440,100
Total current liabilities 68,382,000 77,972,000
Long-term debt 15,000,000 17,350,000
Other liabilities 4,021,800 4,396,800
Deferred income taxes 6,612,800 5,708,800
Stockholders' equity:
Common stock 162,400 162,400
Additional paid-in capital 32,918,400 32,917,000
Retained earnings 54,802,500 49,177,500
Accumulated other comprehensive income (2,918,200) -
Total stockholders' equity 84,965,100 82,256,900
$178,981,700 $187,684,500
See accompanying notes to condensed consolidated financial statements.
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PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
Three Months ended March 31, 2001 and 2000
(Unaudited)
2001 2000
Revenues:
Oil and gas well drilling operations $21,422,300 17,757,800
Gas sales from marketing activities 28,814,100 11,684,200
Oil and gas sales 7,540,900 3,637,800
Well operations and pipeline income 1,307,600 1,287,800
Other income 456,500 136,800
59,541,400 34,504,400
Costs and expenses:
Cost of oil and gas well drilling operations 18,482,500 14,403,700
Cost of gas marketing activities 28,168,500 11,649,600
Oil and gas production costs 1,689,300 2,057,900
General and administrative expenses 961,400 679,200
Depreciation, depletion, and amortization 1,990,100 1,489,700
Interest 213,900 14,600
51,505,700 30,294,700
Income before income taxes 8,035,700 4,209,700
Income taxes 2,410,700 968,300
Net income $ 5,625,000 3,241,400
Basic earnings per common share $ .35 $ .20
Diluted earnings per share $ .34 $ .20
See accompanying notes to condensed consolidated financial statements
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PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2001 and 2000
(Unaudited)
2001 2000
Cash flows from operating activities:
Net income $ 5,625,000 3,241,400
Adjustments to net income to reconcile
to cash provided by (used in) operating activities:
Deferred federal income taxes 904,000 248,200
Depreciation, depletion & amortization 1,990,100 1,489,700
Leasehold acreage expired or surrendered - 71,100
Amortization of stock award 1,400 1,400
Decrease (increase) in current assets 7,364,200 (1,959,500)
(Increase) decrease in other assets (4,900) 242,300
Decrease in current liabilities (14,453,700) (17,419,200)
(Decrease) increase in other liabilities (375,000) 342,000
Total adjustments (4,573,900) (16,984,000)
Net cash provided by (used in)
operating activities 1,051,100 (13,742,600)
Cash flows from investing activities:
Capital expenditures (1,709,100) (2,319,900)
Proceeds from sale of leases 730,000 141,400
Net cash used in investing activities (979,100) (2,178,500)
Cash flows from financing activities:
Net (retirement of) proceeds from long-term debt (2,350,000) 700,000
Net cash (used in) provided by
financing activities (2,350,000) 700,000
Net decrease in cash and cash equivalents (2,278,000) (15,221,100)
Cash and cash equivalents, beginning of period 46,872,000 29,059,200
Cash and cash equivalents, end of period $ 44,594,000 13,838,100
See accompanying notes to condensed consolidated financial statements.
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PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)
1. Accounting Policies
Reference is hereby made to the Company's Annual Report on Form 10-K
for 2000, which contains a summary of significant accounting policies
followed by the Company in the preparation of its consolidated
financial statements. These policies were also followed in
preparing the quarterly report included herein.
2. Basis of Presentation
The Management of the Company believes that all adjustments
(consisting of only normal recurring accruals) necessary to a fair
statement of the results of such periods have been made. The results
of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results to be expected for the full
year.
3. Oil and Gas Properties
Oil and Gas Properties are reported on the successful efforts method.
4. Earnings Per Share
Computation of earnings per common and common equivalent share are as
follows for the three months ended March 31,
2001 2000
Weighted average common shares outstanding 16,244,044 15,966,250
Weighted average common and
common equivalent shares outstanding 16,666,639 16,276,659
Net income $ 5,625,000 $ 3,241,400
Basic earnings per common share $ .35 $ .20
Diluted earnings per share $ .34 $ .20
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5. Business Segments (Thousands)
PDC's operating activities can be divided into three major segments:
drilling and development, natural gas sales, and well operations. The
Company drills natural gas wells for Company-sponsored drilling
partnerships and retains an interest in each well. The Company also
engages in oil and gas sales to residential, commerical and industrial
end-users. The Company charges Company-sponsored partnerships and
other third parties competitive industry rates for well operations and
gas gathering. Segment information for the three months ended March
31, 2001 and 2000 is as follows:
2001 2000
REVENUES
Drilling and Development $21,422 17,758
Natural Gas Sales 36,355 15,322
Well Operations 1,308 1,288
Unallocated amounts (1) 456 137
Total $ 59,541 34,505
(1) Includes interest on investments and partnership management fees which
are not allocated in assessing segment performance.
2001 2000
SEGMENT INCOME BEFORE INCOME TAXES
Drilling and Development $2,940 3,354
Natural Gas Sales 5,454 1,176
Well Operations 400 276
Unallocated amounts (2)
General and Administrative
expenses (961) (679)
Interest expense (214) (15)
Other (1) 417 98
Total $ 8,036 4,210
(2) Items which are not allocated in assessing segment performance.
March 31, 2001 December 31, 2000
SEGMENT ASSETS
Drilling and Development $ 12,878 31,592
Natural Gas Sales 144,639 139,116
Well Operations 8,987 8,490
Unallocated amounts
Cash 3,390 1,567
Other 7,142 6,920
Total $177,036 187,685
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6. Derivative Instruments and Hedging Activities
The Company utilizes commodity based derivative instruments as hedges
to manage a portion of its exposure to price volatility stemming from
its integrated natural gas production and marketing activities. These
instruments consist of natural gas futures and option contracts traded
on the New York Mercantile Exchange. The futures and option contracts
hedge committed and anticipated natural gas purchases and sales,
generally forecasted to occur within a 12 month period. The Company
does not hold or issue derivatives for trading or speculative purposes.
Interest rate swap agreements are used to reduce the potential impact
of increases in interest rates on variable rate long-term debt.
Statement of Accounting Standards No. 133 and No. 138, Accounting for
Derivative Instruments and Hedging Activities (SFAS No. 133/138), was
issued by the Financial Accounting Standards Board. SFAS No. 133/138
standardized the accounting for derivative instruments, including
certain derivative instruments embedded in other contracts. The
Company adopted the provisions of the SFAS 133/138 effective January
1, 2001. The natural gas futures and options and the interest rate
swap are derivatives pursuant to SFAS 133/138. The Company's
derivatives are treated as hedges of committed and/or anticipated
transactons and have a total estimated fair value of ($2,918,200) on
March 31, 2001. On adoption of this Statement on January 1, 2001, the
Company recorded a net transition adjustment of ($12,079,100) (net of
related income tax benefit of $8,052,700) which was recorded in
accumulated other comprehensive income (AOCI). During the quarter
ended March 31, 2001, the Company reclassified $4,363,500 from AOCI
into cost of gas marketing activities and oil and gas sales relating
to the transition adjustment included in AOCI on January 1, 2001.
Changes in fair value related to qualifying hedges of firm commitments
or anticipated transactions through the use of natural gas futures and
option contracts and the interest rate swap agreement are deferred and
recorded in AOCI and subsequently recognized in income when the
underlying hedged transaction occurs. In order for the contracts to
qualify as a hedge, there must be sufficient hedging effectiveness.
The change in the fair value of derivative instruments which do not
qualify for hedging are recognized into imcome currently.
7. Comprehensive Income
Comprehensive income includes net income and certain items recorded
directly to shareholders' equity and classified as Other Comprehensive
Income. The Company recorded Other Comprehensive Income for the first
time in the first quarter of 2001. The following table illustrates the
calculation of comprehensive income for the quarter ended March 31,
2001.
Net Income $ 5,625,000
Other Comprehensive Loss (net of tax)
Cumulative effect of change in accounting principle -
January 1, 2001 (net of tax of $8,052,700) (12,079,100)
Reclassification adjustment for settled contracts included
in net income (net of tax of $2,909,000) 4,363,500
Changes in fair value of outstanding hedging
positions (net of tax of $3,198,300) 4,797,400
Other Comprehensive Loss (2,918,200)
Comprehensive Income $ 2,706,800
There were no items in Other Comprehensive Income/Loss during 2000.
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8. Commitments and Contingencies
The nature of the independent oil and gas industry involves a dependence
on outside investor drilling capital and involves a concentration of gas
sales to a few customers. The Company sells natural gas to various
public utilities and industrial customers.
Substantially all of the Company's drilling programs contain a repurchase
provision where Investors may tender their partnership units for
repurchase at any time beginning with the third anniversary of the first
cash distribution. The provision provides that the Company is obligated
to purchase an aggregate of 10% of the initial subscriptions per calendar
year (at a minimum price of four times the most recent 12 months' cash
distributions), only if such units are tendered, subject to the Company's
financial ability to do so. The maximum annual 10% repurchase
obligation, if tendered by investors, is currently approximately
$1,188,000. The Company has adequate capital to meet this obligation.
The Company is not party to any legal action that would materially affect
the Company's results of operations or financial condition.
Item 2.Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Three Months Ended March 31, 2001 Compared With March 31, 2000
Revenues. Total revenues for the three months ended March 31, 2001 were
$59.5 million compared to $34.5 million for the three months ended March 31,
2000, an increase of approximately $25.0 million, or 72.5 percent. Such
increase was primarily a result of increased drilling revenues, gas
marketing activities and oil and gas sales. Drilling revenues for the three
months ended March 31, 2001 were $21.4 million compared to $17.8 for the
three months ended March 31, 2000, an increase of approximately $3.6 million
or 20.2%. Such increase was due to an increase in drilling and completion
activities, which was a direct result of an increase in drilling funds from
the Company's public drilling programs. Natural gas sales from the marketing
activities of Riley Natural Gas (RNG), the Company's natural gas marketing
subsidiary, for the three months ended March 31, 2001 were $28.8 million
compared to $11.7 million for the three months ended March 31, 2000, an
increase of approximately $17.1 million or 146.2% Such increase was due to
increased volumes of gas sold with higher average sales prices. Oil and gas
sales from the Company's producing properties for the three months ended
March 31, 2001 were $7.5 million compared to $3.6 million for the three
months ended March 31, 2000, an increase of approximately $3.9 million, or
108.3 percent. Such increase was due to increased production which resulted
from acquisitions of producing properties along with new wells drilled and
higher average sales prices of natural gas and oil from the Company's
producing properties. Financial results depend upon many factors,
particularly the price of natural gas and our ability to market our
production on economically attractive terms. Price volatility in the natural
gas market has remained prevalent in the last few years. From the third
quarter of 1998 through the first quarter of 1999, we experienced a decline
in energy commodity prices. However, in the summer of 1999 and continuing
into early 2000, prices improved. For the months of April, 2000 through
March, 2001, we had certain natural gas hedges in place that prevented us
from realizing the full impact of this price environment. Despite this
limitation, our realized natural gas price for each month in the first
quarter of 2001 was higher than the previous year. In the final months of
2000 and the first quarter of 2001, the NYMEX futures market reported
unprecendented natural gas contract prices. During the three months ended
March 31, 2001, the hedging activities resulted in oil and gas sales being
$3.8 million lower than if the Company had not
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hedged. Well operations and pipeline income for the three months ended March
31, 2001 was $1.3 million, approximately the same for the comparable period
last year. Other income for the three months ended March 31, 2001 was
$456,000 compared to $137,000 for the three months ended March 31, 2000, an
increase of approximately $319,000 or 232.8%. Such increase resulted from
a greater amount of interest earned on higher average cash balances.
Costs and expenses. Costs and expenses for the three months ended March
31, 2001 were $51.5 million compared to $30.3 million for the three months
ended March 31, 2000, an increase of approximately $21.2 million or 70.0
percent. Oil and gas well drilling operations costs for the three months
ended March 31, 2001 were $18.5 million compared to $14.4 million for the
three months ended March 31, 2000, an increase of approximately $4.1 million
or 28.5% percent. Such increase was due to the increased drilling activity
referred to above. The cost of gas marketing activities for the three
months ended March 31, 2001 were $28.2 million compared to $11.6 million for
the three months ended March 31, 2000, an increase of $16.6 million or
143.1%. Such increase was due to the increased gas marketing activity of
RNG with increased volumes purchased at higher average sales prices. Based
on the nature of the Company's gas marketing activities, hedging did not
have a significant impact on the Company's net margins from marketing
activities during either period. Oil and gas production costs from the
Company's producing properties for the three months ended March 31, 2001
were $1.7 million compared to $2.1 million for the three months ended March
31, 2000, a decrease of approximately $400,000 or 19.0%. General and
administrative expenses for the three months ended March 31, 2001 increased
to $961,000 compared with $679,000 for the three months ended March 31,
2000, an increase of $282,000 or 41.5 percent. Such increase was due to
higher personnel costs experienced during the quarter. Depreciation,
depletion, and amortization costs for the three months ended March 31, 2001
were $1,990,000 compared to $1,489,000 for the three months ended March 31,
2000, an increase of $501,000 or 33.6 percent. Such increase was due to the
increased amount of investment in oil and gas properties owned by the
Company. Interest costs for the three months ended March 31, 2001 were
$214,000 compared to $15,000 for the three months ended March 31, 2000, an
increase of approximately $199,000. The increase was due to the Company
utilizing its credit agreement to purchase oil and gas properties.
Net income. Net income for the three months ended March 31, 2001 was
$5.6 million compared to a net income of $3.2 million for the three months
ended March 31, 2000, an increase of approximately $2.4 million or 75.0
percent.
Liquidity and Capital Resources
The Company funds its operations through a combination of cash flow from
operations, capital raised through drilling partnerships, and use of the
Company's credit facility. Operational cash flow is generated by sales of
natural gas from the Company's well interests, well drilling and operating
activities for the Company's investor partners, natural gas gathering and
transportation, and natural gas marketing. Cash payments from Company-
sponsored partnerships are used to drill and complete wells for the
partnerships, with operating cash flow accruing to the Company to the extent
payments exceed drilling costs. The Company utilizes its revolving credit
arrangement to meet the cash flow requirements of its operating and
investment activities.
Sales volumes of natural gas have continued to increase while natural gas
prices fluctuate monthly. The Company's natural gas sales prices are
subject to increase and decrease based on various market-sensitive indices.
A major factor in the variability of these indices is the seasonal variation
of demand for the natural gas, which typically peaks during the winter
months. The volumes of natural gas sales
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are expected to continue to increase as a result of continued drilling
activities and additional investment by the Company in oil and gas
properties. The Company utilizes commodity-based derivative instruments
(natural gas futures and option contracts traded on the NYMEX) as hedges to
manage a portion of its exposure to this price volatility. The futures
contracts hedge committed and anticipated natural gas purchases and sales,
generally forecasted to occur within a three to twelve-month period.
The Company has a bank credit agreement with Bank One, formerly First
National Bank of Chicago, which provides a borrowing base of $30.0 million,
subject to adequate oil and natural gas reserves. As of March 31, 2001, the
outstanding balance was $15.0 million. Interest accrues at prime, with LIBOR
(London Interbank Market Rate) alternatives available at the discretion of
the Company. No principal payments are required until the credit agreement
expires on December 31, 2004.
The Company has commenced sales of units in its first partnership in its
registered PDC 2003 public drilling program which has twelve partnerships
which are scheduled to close during 2001, 2002 and 2003. The first
partnership is scheduled to close in May, 2001, with drilling planned in the
second and third quarters of 2001. Additional programs are scheduled to
close in September, November and December of 2001. The Company generally
invests, as its equity contribution to each drilling partnership, an
additional sum approximating 20% of the aggregate subscriptions received for
that particular drilling partnership. As a result, the Company is subject
to substantial cash commitments at the closing of each drilling partnership.
The funds received from these programs are restricted to use in future
drilling operations. No assurance can be made that the Company will
continue to receive this level of funding from these or future programs.
The Company continues to pursue capital investment opportunities in
producing natural gas properties as well as its plan to participate in its
sponsored natural gas drilling partnerships, while pursuing opportunities
for operating improvements and costs efficiencies. Management believes that
the Company has adequate capital to meet its operating requirements.
Item 3.Quantitative and Qualititive Disclosure About Market Rate Risk
Interest Rate Risk
There have been no material changes in the reported market risks faced
by the Company since December 31, 2000.
Commodity Price Risk
The Company utilizes commodity-based derivative instruments as hedges to
manage a portion of its exposure to price risk from its natural gas sales
and marketing activities. These instruments consist of NYMEX-traded natural
gas futures contracts and option contracts. These hedging arrangements have
the effect of locking in for specified periods (at predetermined prices or
ranges of prices) the prices the Company will receive for the volume to
which the hedge relates. As a result, while these hedging arrangements are
structured to reduce the Company's exposure to decreases in price associated
with the hedging commodity, they also limit the benefit the Company might
otherwise have received from price increases associated with the hedged
commodity. The Company's policy prohibits the use of natural gas future and
option contracts for speculative purposes. As of March 31, 2001, PDC had
entered into a series of natural gas future contracts and options contracts.
Open future contracts maturing in 2001 are for the sale of 2,916,400 dt of
natural gas with a weighted average price of $3.79 dt resulting in a total
contract amount of $11,065,900, and a fair market value of $(4,420,800).
Open option contracts maturing in 2001 are for the sale of 1,596,400 dt with
a weighted average floor price of $3.75 dt.
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CONFORMED COPY
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any legal actions that would materially
affect the Company's operations or financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) None.
(b) No reports on Form 8-K have been filed during the quarter ended
March 31, 2001.
SIGNATURES
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 thereunto duly authorized.
Petroleum Development Corporation
(Registrant)
Date: May 10, 2001 /s/ Steven R. Williams
Steven R. Williams
President
Date: May 10, 2001 /s/ Dale G. Rettinger
Dale G. Rettinger
Executive Vice President
and Treasurer
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