SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 1995 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERION FROM ______ TO _____
Commission file number 1-7792
Pogo Producing Company
(Exact name of registrant as specified in its charter)
Delaware 74-1659398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices) (Zip Code)
(713) 297-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 requirement for the past 90 days: Yes X No
Registrant's number of common shares outstanding
as of March 31, 1995: 32,813,886
Part I. Financial Information
Item 1. Financial Statements
Pogo Producing Company and Subsidiaries
Consolidated Statements of Income (Unaudited)
Three Months Ended
March 31,
1995 1994
--------------- ---------------
(Expressed in thousands, except per share amounts)
Revenues:
Oil and gas $ 41,710 $ 37,840
Gains on sales 100 52
_____________ _______________
Total 41,810 37,892
------------- ---------------
Operating Costs and Expenses:
Lease operating 8,487 6,656
General and administrative 4,341 3,819
Exploration 1,375 733
Dry hole and impairment 1,428 1,390
Depreciation, depletion and amortization 18,457 11,758
------------- ---------------
Total 34,088 24,356
------------- ---------------
Operating Income 7,722 13,536
Interest:
Charges (2,791) (2,517)
Income 41 15
Capitalized 143 147
------------- ---------------
Income Before Income Taxes 5,115 11,181
Income Tax Expense (1,684) (3,903)
------------- ---------------
Net Income $ 3,431 $ 7,278
============= ===============
Primary and Fully Diluted
Earnings Per Common Share $ 0.10 $ 0.22
============= ===============
Dividends Per Common Share $ 0.03 $ -
============= ===============
Weighted Average Number of
Common Stock and Common
Stock Equivalent Shares Outstanding 33,357 33,253
See accompanying notes to consolidated financial statements.
- 1 -
Pogo Producing Company and Subsidiaries
Consolidated Balance Sheets
March 31, December 31,
1995 1994
------------- -------------
(Unaudited)
(Expressed in thousands, except share amounts)
Assets
Current Assets:
Cash and cash investments $ 3,966 $ 2,922
Accounts receivable 20,155 28,915
Other receivables 18,541 14,717
Inventories 3,692 2,422
Other 329 745
------------- -------------
Total current assets 46,683 49,721
------------- _____________
Property and Equipment:
Oil and gas, on the basis of successful efforts accounting
Proved properties being amortized 929,187 913,865
Unproved properties and properties
under development, not being amortized 6,242 6,890
Other, at cost 8,291 8,268
-------------- -------------
943,720 929,023
Less--accumulated depreciation, depletion and
amortization, including $5,198 and $5,040,
respectively, applicable to other property 709,538 691,110
-------------- -------------
234,182 237,913
-------------- -------------
Other 10,714 11,192
-------------- -------------
$ 291,579 $ 298,826
============== =============
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 7,309 $ 8,065
Other payables 8,642 26,497
Current portion of long-term debt 911 1,282
Accrued interest payable 1,200 1,583
Accrued payroll and related benefits 1,303 1,237
Other 25 40
-------------- -------------
Total current liabilities 19,390 38,704
Long-Term Debt 158,249 149,249
Deferred Federal Income Tax 38,299 36,487
Deferred Credits 9,119 10,349
-------------- -------------
Total liabilities 225,057 234,789
-------------- -------------
Shareholders' Equity:
Preferred stock, $1 par; 2,000,000 shares authorized - -
Common stock, $1 par; 43,333,333 shares authorized,
32,829,461 and 32,825,836 shares issued, respectively 32,830 32,826
Additional capital 130,709 130,675
Retained earnings (deficit) (96,693) (99,140)
Treasury stock, at cost (324) (324)
-------------- -------------
Total shareholders' equity 66,522 64,037
-------------- -------------
$ 291,579 $ 298,826
============== =============
See accompanying notes to consolidated financial statements.
- 2 -
Pogo Producing Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
------------------------------------
1995 1994
------------- --------------
(Expressed in thousands)
Cash Flows from Operating Activities:
Cash received from customers $ 49,981 $ 31,717
Operating, exploration, and general
and administrative expenses paid (14,959) (10,565)
Interest paid (3,174) (1,267)
Settlement of natural gas transportation and exchange imbalance - (2,168)
Other 427 340
------------- --------------
Net cash provided by operating activities 32,275 18,057
------------- --------------
Cash Flows from Investing Activities:
Capital expenditures (30,618) (22,685)
Purchase of proved reserves (4,171) -
Proceeds from the sales of properties 100 52
------------- --------------
Net cash used in investing activities (34,689) (22,633)
------------- --------------
Cash Flows from Financing Activities:
Proceeds from issuance of new debt - 86,250
Net borrowings (payments) under revolving credit agreement 7,000 (67,000)
Net borrowings under uncommitted lines of credit with banks 2,000 -
Interest bearing loan to a joint venture partner (4,171) -
Payment of debt issue expenses - (2,156)
Payment of cash dividend on common stock (984) -
Purchase of 8% debentures due 2005 (410) -
Proceeds from exercise of stock options 23 1,222
------------- --------------
Net cash provided by financing activities 3,458 18,316
------------- --------------
Net Increase in Cash and Cash Investments 1,044 13,740
Cash and Cash Investments at the Beginning of the Year 2,922 6,713
------------- --------------
Cash and Cash Investments at the End of the Period $ 3,966 $ 20,453
============= ==============
Reconciliation of Net Income to Net
Cash Provided by Operating Activities:
Net income $ 3,431 $ 7,278
Adjustments to reconcile net income to
net cash provided by operating activities -
Gains from the sales of properties (100) (52)
Depreciation, depletion and amortization 18,457 11,758
Dry hole and impairment 1,428 1,390
Interest capitalized (143) (147)
Deferred federal income taxes 1,827 3,468
Change in operating assets and liabilities 7,375 (5,638)
------------- --------------
Net cash provided by operating activities $ 32,275 18,057
============= ==============
See accompanying notes to consolidated financial statements.
- 3 -
Pogo Producing Company and Subsidiaries
Consolidated Statements of Shareholders' Equity (Unaudited)
Three Months Ended March 31,
--------------------------------------------------------------
1995 1994
-------------------------- -----------------------------
Shares Amount Shares Amount
---------- ------------ ---------- -------------
(Expressed in thousands, except share amounts)
Common Stock:
$1.00 par - 43,333,333 shares authorized
Balance at beginning of year 32,825,836 $ 32,826 32,449,197 $ 32,449
Stock options exercised 3,625 4 110,330 111
---------- ------------ ---------- -------------
Issued at end of period 32,829,461 32,830 32,559,527 32,560
---------- ------------ ---------- -------------
Additional Capital:
Balance at beginning of year 130,675 125,919
Stock options exercised 34 1,417
------------ -------------
Balance at end of period 130,709 127,336
------------ -------------
Retained Earnings (Deficit):
Balance at beginning of year (99,140) (124,241)
Net income 3,431 7,278
Dividends ($0.03 per common share) (984) -
------------ -------------
Balance at end of period (96,693) (116,963)
------------ -------------
Treasury Stock:
Balance at beginning of year (15,575) (324) (15,575) (324)
Activity during period - - - -
---------- ------------ ---------- -------------
Balance at end of period (15,575) (324) (15,575) (324)
---------- ------------ ---------- -------------
Common stock outstanding,
at the end of the period 32,813,886 32,543,952
========== ==========
Total Shareholders' Equity $ 66,522 $ 42,609
============ =============
See accompanying notes to consolidated financial statements.
- 4 -
Pogo Producing Company and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(1) General Information -
The consolidated financial statements included herein have been
prepared by Pogo Producing Company (the "Company") without audit and include
all adjustments (of a normal and recurring nature) which are, in the opinion
of management, necessary for the fair presentation of interim results which
are not necessarily indicative of results for the entire year. The financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's latest annual report.
(2) Long-Term Debt -
Long-term debt and the amount due within one year at March 31,
1995 and December 31, 1994, consists of the following:
March 31, December 31,
1995 1994
-------------- -------------
(Expressed in thousands)
Senior debt --
Bank revolving credit agreement
LIBO Rate based loans, borrowings at March 31, 1995 and
December 31, 1994 at average interest rate of 7.63% $ 19,000 $ 14,000
Prime rate based loan, borrowing at March 31, 1995 at
an interest rate of 9% 2,000 --
Uncommitted credit lines with banks, borrowings at March 31,
1995 and December 31, 1994 at average interest rates of
6.98% and 7.21%, respectively 9,000 7,000
-------------- -------------
Total senior debt 30,000 21,000
-------------- -------------
Subordinated debt --
5 1/2% Convertible subordinated notes due 2004 86,250 86,250
8% Convertible subordinated debentures due 2005 42,910 43,281
-------------- -------------
Total subordinated debt 129,160 129,531
-------------- -------------
Total debt 159,160 150,531
Amount due within one year consisting of the sinking fund
requirement on the 8% Debentures (911) (1,282)
-------------- -------------
Long-term debt $ 158,249 $ 149,249
============== =============
On March 16, 1994, the Company issued $86,250,000 of 5 1/2%
Convertible Subordinated Notes due 2004 (the "5 1/2% Notes"). The 5 1/2%
Notes are convertible into common stock of the Company at a price of
$22.188 per share. The proceeds from the issuance of the 5 1/2% Notes
were used to retire the remaining balance of the Company's 10.25%
Convertible Subordinated Notes due 1999 (the "10.25% Notes") and to
reduce the amount outstanding under the Company's bank revolving
credit agreement. Refer to Note 3 of the Notes to Consolidated Financial
Statements included in the Company's latest annual report for a further
discussion of the bank revolving credit agreement and the 8% Convertible
Subordinated Debentures due 2005 (the "8% Debentures").
- 5 -
Pogo Producing Company and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(3) Earnings per Share -
Earnings per common and common equivalent share (primary earnings
per share) are based on the weighted average number of shares of common
stock and common equivalent shares outstanding during the periods. The
dilutive effect of stock options was considered in the earnings per share
reported for the periods. The 8% Debentures are common stock equivalents
and were anti-dilutive in all periods. Earnings per common and common
equivalent share assuming full dilution (fully diluted earnings per share)
considered the 10.25% Notes (retired on April 18, 1994) which were
anti-dilutive in all periods in which they were outstanding and the 5 1/2%
Notes (issued on March 16, 1994) which were dilutive in the 1994 period but
anti-dilutive in the 1995 period. Earnings per share are based on the
following:
Three Months Ended
March 31,
---------------------------------
1995 1994
------------- ---------------
(Expressed in thousands)
Earnings applicable to common stock:
Primary $ 3,431 $ 7,278
============= ===============
Fully diluted $ 3,431 $ 7,413
============= ===============
Weighted average number of common
stock and common equivalent
shares outstanding:
Primary 33,357 33,253
============= ===============
Fully diluted 33,420 33,944
============= ===============
- 6 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
This discussion should be read in conjunction
with Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the
Company's annual report on Form 10-K for the year
ended December 31, 1994.
Results of Operations -
The Company reported net income for the
first quarter of 1995 of $3,431,000 or $0.10 per share
(on both a primary and fully diluted basis) compared to net income
for the first quarter of 1994 of $7,278,000 or $0.22
per share (primary and fully diluted).
Primary earnings per share are based on the
weighted average number of shares of common and common
equivalent shares outstanding for the first quarter
of 1995 of 33,357,000, compared to 33,253,000
for the first quarter of 1994. The increase in the
weighted average number of common and common equivalent
shares outstanding for the first quarter of 1995,
compared to the first quarter of 1994, resulted largely from the
issuance of shares of common stock upon the exercise
of stock options pursuant to the Company's
stock option plans.
The Company's total revenues for the first
quarter of 1995 were $41,810,000, an increase of
approximately 10% from total revenues of
$37,892,000 for the first quarter of 1994. The
increase in the Company's total revenues for the first
quarter of 1995, compared to the first quarter of
1994, resulted primarily from increased natural gas and liquid
hydrocarbon (including crude oil, condensate and natural gas
liquids ("NGL")) production, together with increased average
prices that the Company received for its crude oil and condensate
production which was partially offset by substantial declines in the average
price that the Company received for its natural gas production volumes.
The following table reflects an analysis of differences
in the Company's oil and gas revenues (expressed
in thousands of dollars) between the first quarter of 1995 and
the first quarter of 1994:
1st Qtr '95
Compared to
1st Qtr '94
-----------
Increase (decrease) in oil and gas revenues
resulting from differences in :
Natural gas --
Price . . . . . . . . . . . . . . . . $ (6,377)
Production . . . . . . . . . . . . . . 4,468
---------
(1,909)
---------
Crude oil and condensate --
Price . . . . . . . . . . . . . . . . 3,536
Production . . . . . . . . . . . . . . 1,706
---------
5,242
---------
NGL and other, net . . . . . . . . . . . 537
---------
Increase in oil and gas revenues . . . . $ 3,870
=========
The average price per thousand cubic feet ("Mcf") that
the Company received for its natural gas production substantially
decreased during the first quarter of 1995, compared to the first
quarter of 1994, averaging $1.58 per Mcf for the first quarter of
1995, compared to $2.20 per Mcf for the first quarter of 1994, a
decrease of approximately 28%. The Company believes that the
decrease in the average price that it received for its natural gas
production during the first quarter of 1995, compared
to the first quarter of 1994, was primarily related to
substantially milder weather this winter compared to last year
and increased availability of supplies of natural gas in the
United States. The Company's natural gas production during the
first quarter of 1995 averaged 145.2 million cubic feet ("MMcf")
per day, an increase of approximately 28% from an average of 113.7
MMcf per day that the Company produced during
the first quarter of 1994. The increase in the Company's
natural gas production during the first quarter of 1995, compared to
the first quarter of 1994, resulted primarily
from natural gas production from the Company's Eugene Island
295 "B" platform which did not commence production until late February
1994, and the continued success of the Company's ongoing active
offshore and onshore drilling and workover programs, which was
partially offset by a natural decline in deliverability from some
of the Company's more mature properties.
- 7 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
As of May 1, 1995, the Company had entered into forward sales
contracts with various parties on a portion of its daily natural gas
production through September 30, 1995 (with contracts totaling
approximately 25 MMcf per day in April and decreasing on a quarterly
basis to approximately 15 MMcf per day) at varying monthly contract prices
ranging from approximatley $1.89 per Mcf to $1.83 per Mcf.
The average price received by the Company for its crude
oil and condensate production during the first quarter of 1995 was $17.52
per barrel, an increase of approximately 26% from
the average price of $13.90 per barrel that the Company
received for its crude oil and condensate production during the first
quarter of 1994. The Company's crude oil and condensate production
during the first quarter of 1995 averaged 11,942 barrels per day, an
increase of approximately 10% from an average of 10,860 barrels per
day during the first quarter of 1994. The increase in the Company's
crude oil and condensate production during the first quarter of 1995,
compared to the first quarter of 1994, resulted primarily from an
increased interest in, and development drilling on, certain
offshore Gulf of Mexico Main Pass area blocks. As of May 1, 1995, the
Company was not a party to any crude oil swap agreements.
The Company's NGL and other, net revenues for the first quarter
of 1995 increased $537,000 from the first quarter of 1994.
The increase in the Company's NGL revenues for the first
quarter of 1995, compared to the first quarter of 1994, resulted primarily
from increased NGL production from the Company's New Mexico properties
which was partially offset by a decrease in various miscellaneous net
revenue items.
The Company's average liquid hydrocarbons (including
crude oil, condensate and NGL) production during the first quarter
of 1995 was 14,227 barrels per day, an increase of
approximately 14% from an average liquid hydrocarbons production
of 12,502 barrels per day during the first quarter of 1994.
Lease operating expenses for the first quarter of
1995 were $8,487,000, an increase of approximately 28% from lease
operating expenses of $6,656,000 for the first quarter of 1994.
The increase in lease operating expenses for the first quarter
of 1995, compared to the first quarter of 1994, resulted primarily
from the Company's increased operating activity generally,
coupled with its increased ownership interest in certain of its properties
as a result of the acquistion of such interests since the first quarter
of 1994 and, to a lesser extent, increased maintenance costs
on existing properties. These increases were partially offset by decreased
company labor costs and decreased salt water disposal costs on the
Company's New Mexico properties.
General and administrative expenses for the first
quarter of 1995 were $4,341,000, an increase of approximately 14% from
general and administrative expenses of $3,819,000 for the first
quarter of 1994. The increase in general and administrative
expenses for the first quarter of 1995, compared to the first
quarter of 1994, was related to, among other things, an increase
in the Company's work force resulting from increased activity, normal
salary and concomitant benefit expense adjustments and increased
insurance premiums resulting from the Company's increased drilling and
operating activity.
Exploration expenses consist primarily of delay rentals and
geological and geophysical costs which are expensed as incurred.
Exploration expenses for the first quarter of 1995 were $1,375,000, an
increase of approximately 88% from exploration expenses of $733,000
for the first quarter of 1994. The increase in exploration expenses
for the first quarter of 1995, compared to the first quarter of 1994,
resulted primarily from increased geophysical activity by the Company,
including the costs of conducting and processing certain proprietary
3-D seismic surveys on Company leases in South Texas and West Texas, for
which there were no comparable first quarter 1994 expenses. However,
the increase in exploration expenses for the first quarter of 1995,
compared to the first quarter of 1994, was partially offset by a decrease
in exploration expenses attributable to the Company's oil and
gas concession in the Kingdom of Thailand.
Dry hole and impairment expenses relate to costs of
unsuccessful wells drilled, along with impairments to the associated
unproved property costs and impairments to previously proved property
costs as a result of decreases in expected reserves. The Company's dry
hole and impairment expenses for the first quarter of 1995 were
$1,428,000, an increase of approximately 3% from dry hole and
impairment expenses of $1,390,000 for the first quarter of 1994.
- 8 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
The Company accounts for its oil and gas activities using the
successful efforts method of accounting. Under the successful
efforts method, lease acquisition costs and all development costs are
capitalized. Unproved properties are reviewed quarterly to determine
if there has been impairment of the carrying value, with any such
impairment charged to expense in the period. Exploratory drilling
costs are capitalized until the results are determined. If proved
reserves are not discovered, the exploratory drilling costs are
expensed. Other exploratory costs are expensed as incurred.
The provision for depreciation, depletion and amortization
("DD&A") is based on the capitalized costs mentioned in the preceding
paragraph plus future costs to abandon offshore wells and platforms
and is determined on a field-by-field basis using the units of
production method. The Company's DD&A expense for the first quarter of
1995 was $18,457,000, an increase of approximately 57% from DD&A
expense of $11,758,000 for the first quarter of 1994. The increase
in DD&A expense for the first quarter of 1995, compared to the first
quarter of 1994, resulted primarily from an increase in the Company's
composite DD&A rate and, to a lesser extent, increased production of oil
and gas from the Company's properties. The composite DD&A rate for all
of the Company's producing fields for the first quarter of 1995 was $0.88
per equivalent Mcf ($5.29 per equivalent barrel), an increase of
approximately 29% from a composite DD&A rate of $0.68 per equivalent
Mcf ($4.11 per equivalent barrel) for the first quarter of 1994. The
increase in the composite DD&A rate for all of the Company's producing
fields for the first quarter of 1995, compared with the first quarter
of 1994, resulted primarily from the increased percentage of the
Company's production that is attributable to certain on the Company's
newer fields that have higher DD&A rates than the Company's historical
composite DD&A rate.
The Company produced 20,749,000 equivalent Mcf (3,458,000 equivalent
barrels) during the first quarter of 1995, an increase of approximately
22% from the 16,986,000 equivalent Mcf (2,831,000 equivalent barrels)
produced by the Company during the first quarter of 1994.
During the first quarter of 1995, the Company adopted Financial
Accounting Standard No. 121 (Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of("SFAS 121")). SFAS 121
requires the Company to review its oil and gas properties whenever events
or changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. If the carrying amount of any of the
Company's oil and gas properties (determined on a field by field
basis) is greater than its fair market value, an impairment loss
is recognized. Adoption of SFAS 121 did not have a material effect on
the Company's financial statements for the quarter ended March 31, 1995.
Interest charges for the first quarter of 1995 were
$2,791,000, an increase of approximately 11% from interest charges of
$2,517,000 for the first quarter of 1994. The increase in interest
charges for the first quarter of 1995, compared to the first quarter
of 1994, resulted primarily from increased levels of debt outstanding,
increased debt issue amortization expenses and increased commitment
fees resulting from increased availability under the Company's revolving
credit facility, which was partially offset by lower average interest
rate levels on the debt outstanding.
As of April 1, 1995, the Company was a party to an interest rate
swap agreement. The swap agreement, which terminates on March 10, 1998,
effectively changes the interest rate paid by the Company on $5,000,000
of debt from a market based variable rate to a fixed rate of 7.2%.
Income tax expense for the first quarter of 1995 was $1,684,000,
a decrease of approximately 57% from income tax expense of $3,903,000 for
the first quarter of 1994. The decrease in income tax expense for the first
quarter of 1995, compared to the first quarter of 1994, resulted primarily
from decreased pre-tax income.
Liquidity and Capital Resources -
The Company's Condensed Consolidated Statement of Cash Flows for
the three months ended March 31, 1995 reflects net cash provided by
operating activities of $32,275,000. In addition to net cash provided by
operating activities, the Company received $100,000 from the sale of
certain non-strategic properties and $23,000 from the exercise of stock
options. The Company also had net borrowings of $9,000,000 under
its revolving credit facility and uncommitted lines of
- 9 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
credit with banks. During the first three months of 1995, the Company
invested $30,618,000 of such cash flow in capital projects, purchased
certain proved reserves for $4,171,000, made a short term interest bearing
loan to a joint venture partner of $4,171,000 that was subsequently repaid,
expended $410,000 on the repurchase of certain of its 8% Debentures
in open market transactions, and paid a $0.03 per share dividend to
holders of the Company's common stock. Of the $30,618,000 invested
in capital projects, $23,259,000 was applicable to 1994 capital projects
and $7,359,000 was applicable to 1995 capital projects. As of
March 31, 1995, the Company's cash and cash investments were $3,966,000
and its long-term debt stood at $158,249,000.
The Company's capital and exploration budget for 1995, which does
not include any amounts which may be expended for the purchase of proved
reserves or any interest which may be capitalized resulting from projects
in progress, was established by the Company's Board of Directors in January
1995, at $100,000,000. In addition to anticipated capital and
exploration expenses, other material 1995 cash requirements that the
Company currently anticipates include ongoing operating, general and
administrative, income tax, and interest expense, a $3,000,000 sinking fund
payment on the 8% Debentures (for which the Company may tender all or a
portion of the $2,089,000 face amount of 8% Debentures that it currently
holds) and payments of dividends on its common stock,
including a $.03 per share dividend on its common stock to be paid on
May 31, 1995 to stockholders of record as of May 8, 1995. The Company
currently anticipates that cash provided by operating activities and funds
available under its revolving credit facility and uncommitted lines of
credit with banks will be sufficient to fund the Company's ongoing expenses,
its 1995 capital and exploration budget, any currently anticipated
costs associated with the Company's Tantawan project in Thailand during
1995 and anticipated future
dividend payments. In this regard, the Company reinstated the practice
of declaring a quarterly cash dividend in the third quarter of 1994.
However, the declaration and payment of future dividends will depend
upon, among other things, the Company's future earnings and financial
condition, liquidity and capital requirements, the general economic
and regulatory climate and other factors deemed relevant by the Company's
Board of Directors.
- 10 -
Pogo Producing Company and Subsidiaries
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
3(a) -- Restated Certificate of Incorporation of
Pogo Producing Company.
(B) Reports on Form 8-K
A report on Form 8-K was filed on February 24, 1995 setting
forth under Item 5 thereof, certain information regarding the
time and location of the registrant's annual meeting of
stockholders.
-11-
Pogo Producing Company and Subsidiaries
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.
Pogo Producing Company
(Registrant)
/s/ THOMAS E. HART
Thomas E. Hart
Vice President and Controller
/s/ D. STEPHEN SLACK
D. Stephen Slack
Senior Vice President, Chief
Financial Officer and Treasurer
Date: May 10, 1995
-12-
INDEX TO EXHIBITS
EXHIBIT
NO.
3(a) -- Restated Certificate of Incorporation of Pogo
Producing Company.