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 June 30, 2001 or [_] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to ___________ Commission file number 1-7792 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 June 30, 2001 53,578,961 Part I. Financial Information Item 1. Financial Statements Pogo Producing Company and Subsidiaries Consolidated Statements of Income (Unaudited) Three Months Ended June 30, ------------------------------------ 2001 2000 ---------------- ---------------- (Expressed in thousands, except per share amounts) Revenues: Oil and gas $ 164,412 $ 104,553 Pipeline sales and other 4,982 3,476 Gains (losses) on sales - (9) ---------------- ---------------- Total 169,394 108,020 ---------------- ---------------- Operating Costs and Expenses: Lease operating 29,696 23,517 Pipeline operating and natural gas purchases 4,400 3,156 General and administrative 9,650 7,539 Exploration 5,486 2,114 Dry hole and impairment 12,277 2,120 Depreciation, depletion and amortization 53,464 32,839 ---------------- ---------------- Total 114,973 71,285 ---------------- ---------------- Operating Income 54,421 36,735 ---------------- ---------------- Interest: Charges (14,988) (8,210) Income 694 186 Capitalized 10,303 4,604 Minority Interest - Dividends and costs associated with preferred securities of a subsidiary trust (2,501) (2,559) Foreign Currency Transaction Loss (421) (794) ---------------- ---------------- Income Before Taxes and Cumulative Effect of Change in Accounting Principle 47,508 29,962 Income Tax Expense (16,529) (13,171) ---------------- ---------------- Income Before Cumulative Effect of Change in Accounting Principle 30,979 16,791 Cumulative Effect of Change in Accounting Principle - - ---------------- ---------------- Net income $ 30,979 $ 16,791 ================ ================ Earnings Per Common Share Basic Income before cumulative effect of change in accounting principle $ 0.58 $ 0.42 Cumulative effect of change in accounting principle - - ---------------- ---------------- Net income $ 0.58 $ 0.42 ================ ================ Diluted Income before cumulative effect of change in accounting principle $ 0.53 $ 0.39 Cumulative effect of change in accounting principle - - ---------------- ---------------- Net income $ 0.53 $ 0.39 ================ ================ Dividends Per Common Share $ 0.03 $ 0.03 ================ ================ Weighted Average Number of Common Shares and Potential Common Shares Outstanding: Basic 53,575 40,382 Diluted 63,494 50,052 See accompanying notes to consolidated financial statements. Six Months Ended June 30, ------------------------------------ 2001 2000 ---------------- ---------------- (Expressed in thousands, except per share amounts) Revenues: Oil and gas $ 328,325 $ 202,449 Pipeline sales and other 8,259 6,503 Gains (losses) on sales 2,672 (14) ---------------- ---------------- Total 339,256 208,938 ---------------- ---------------- Operating Costs and Expenses: Lease operating 55,523 45,162 Pipeline operating and natural gas purchases 8,420 6,546 General and administrative 17,858 18,056 Exploration 12,434 5,787 Dry hole and impairment 23,044 7,192 Depreciation, depletion and amortization 90,532 64,885 ---------------- ---------------- Total 207,811 147,628 ---------------- ---------------- Operating Income 131,445 61,310 ---------------- ---------------- Interest: Charges (26,292) (16,956) Income 1,996 479 Capitalized 14,829 9,614 Minority Interest - Dividends and costs associated with preferred securities of a subsidiary trust (4,998) (5,117) Foreign Currency Transaction Loss (1,006) (1,121) ---------------- ---------------- Income Before Taxes and Cumulative Effect of Change in Accounting Principle 115,974 48,209 Income Tax Expense (45,049) (21,267) ---------------- ---------------- Income Before Cumulative Effect of Change in Accounting Principle 70,925 26,942 Cumulative Effect of Change in Accounting Principle - (1,768) ---------------- ---------------- Net income $ 70,925 $ 25,174 ================ ================ Earnings Per Common Share Basic Income before cumulative effect of change in accounting principle $ 1.46 $ 0.67 Cumulative effect of change in accounting principle - (0.04) ---------------- ---------------- Net income $ 1.46 $ 0.63 ================ ================ Diluted Income before cumulative effect of change in accounting principle $ 1.31 $ 0.64 Cumulative effect of change in accounting principle - (0.04) ---------------- ---------------- Net income $ 1.31 $ 0.60 ================ ================ Dividends Per Common Share $ 0.06 $ 0.06 ================ ================ Weighted Average Number of Common Shares and Potential Common Shares Outstanding: Basic 48,425 40,337 Diluted 58,373 47,263 See accompanying notes to consolidated financial statements. -1- Pogo Producing Company and Subsidiaries Consolidated Balance Sheets June 30, December 31, 2001 2000 --------------- --------------- (Unaudited) (Expressed in thousands except share amounts) Assets Current Assets: Cash and cash equivalents $ 79,943 $ 81,510 Accounts receivable 67,410 84,381 Other receivables 39,675 27,242 Federal income tax receivable 4,301 - Inventory - Product 7,188 3,054 Inventories - Tubulars 9,575 8,056 Price hedge contracts 24,675 9,153 Other 4,675 1,276 ------------- ------------- Total current assets 237,442 214,672 ------------- ------------- Property and Equipment: Oil and gas, on the basis of successful efforts accounting Proved properties being amortized 2,739,460 1,698,404 Unevaluated properties and properties under development, not being amortized 401,347 154,914 Pipelines, at cost 6,524 7,095 Other, at cost 17,766 15,257 ------------- ------------- 3,165,097 1,875,670 ------------- ------------- Accumulated depreciation, depletion and amortization Oil and gas (1,146,426) (1,053,478) Pipelines (1,406) (1,780) Other (9,887) (8,758) ------------- ------------- (1,157,719) (1,064,016) ------------- ------------- Property and equipment, net 2,007,378 811,654 ------------- ------------- Other Assets: Debt issue expenses 16,590 10,718 Price hedge contracts 13,102 14,869 Foreign value added taxes receivable 9,391 7,262 Deferred income tax 9,007 3,695 Other 21,312 20,652 ------------- ------------- 69,402 57,196 ------------- ------------- $ 2,314,222 $ 1,083,522 ============= ============= See accompanying notes to consolidated financial statements. -2- Pogo Producing Company and Subsidiaries Consolidated Balance Sheets June 30, December 31, 2001 2000 ---------------- ----------------- (Unaudited) (Expressed in thousands except share amounts) Liabilities and Shareholders' Equity Current Liabilities: Accounts payable - operating activities $ 58,694 $ 27,334 Accounts payable - investing activities 50,474 67,703 Federal income taxes payable 11,000 - Accrued interest payable 11,804 7,443 Accrued dividends associated with preferred securities of a subsidiary trust 813 813 Accrued payroll and related benefits 2,829 2,285 Other 3,268 851 --------------- ----------------- Total current liabilities 138,882 106,429 --------------- ----------------- Long-Term Debt 714,997 365,000 Deferred Income Tax 491,373 95,453 Deferred Credits 15,431 13,456 --------------- ----------------- Total liabilities 1,360,683 580,338 --------------- ----------------- Minority Interest: Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust, net of unamortized issue expenses 144,959 144,913 --------------- ----------------- Shareholders' Equity: Preferred stock, $1 par; 4,000,000 and 2,000,000 shares authorized, respectively - - Common stock, $1 par; 200,000,000 and 100,000,000 shares authorized; 53,594,536 and 40,659,591 shares issued, respectively 53,594 40,660 Additional capital 657,231 298,885 Retained earnings 88,207 20,112 Accumulated other comprehensive income (loss) 9,872 (1,062) Treasury stock (15,575 shares), at cost (324) (324) --------------- ----------------- Total shareholders' equity 808,580 358,271 --------------- ----------------- $ 2,314,222 $ 1,083,522 =============== ================= See accompanying notes to consolidated financial statements. -3- Pogo Producing Company and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, -------------------------------------------------------- 2001 2000 --------------------- -------------------------- (Expressed in thousands) Cash Flows from Operating Activities: Cash received from customers $ 365,015 $ 200,589 Operating, exploration, and general and administrative expenses paid (91,077) (76,807) Interest paid (19,255) (16,061) Federal income taxes paid (14,807) (3,000) Federal income taxes received - 3,000 Value added taxes (paid) received (2,129) 1,362 Other 2,051 301 -------------------- ----------------------- Net cash provided by operating activities 239,798 109,384 -------------------- ----------------------- Cash Flows from Investing Activities: Capital expenditures (179,114) (57,665) Acquisition of NORIC, net of $21,235 cash acquired (323,476) - Purchase of proved reserves (2,714) - Proceeds from the sale of properties 4,348 - -------------------- ----------------------- Net cash used in investing activities (500,956) (57,665) -------------------- ----------------------- Cash Flows from Financing Activities: Proceeds from issuance of new debt 200,000 - Borrowings under senior debt agreements 833,997 67,000 Payments under senior debt agreements (684,000) (77,000) Payment of North Central senior debt acquired (78,600) - Payments of cash dividends on common stock (2,830) (2,425) Payments of preferred dividends of a subsidiary trust (4,875) (4,875) Payments of financing issue expenses (8,625) (22) Proceeds from exercise of stock options and other 5,472 1,876 -------------------- ----------------------- Net cash provided by (used in) financing activities 260,539 (15,446) -------------------- ----------------------- Effect of Exchange Rate Changes on Cash (948) (395) -------------------- ----------------------- Net Change in Cash and Cash Equivalents (1,567) 35,878 Cash and Cash Equivalents at the Beginning of the Year 81,510 6,267 -------------------- ----------------------- Cash and Cash Equivalents at the End of the Period $ 79,943 $ 42,145 ==================== ======================= Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net income $ 70,925 $ 25,174 Adjustments to reconcile net income to net cash provided by operating activities - Cumulative effect of change in accounting principle - 1,768 Minority interest 4,998 5,117 Foreign currency transaction losses 1,006 1,121 (Gains) losses from the sales of properties (2,672) 14 Depreciation, depletion and amortization 90,532 64,885 Dry hole and impairment 23,044 7,192 Interest capitalized (14,829) (9,614) Price hedge contracts 2,469 - Deferred federal income taxes 21,784 21,267 Change in operating assets and liabilities 42,541 (7,540) -------------------- ----------------------- Net Cash Provided by Operating Activities $ 239,798 $ 109,384 ==================== ======================= See accompanying notes to consolidated financial statements. -4- Pogo Producing Company and Subsidiaries Consolidated Statements of Shareholders' Equity (Unaudited) For the Six Months Ended June 30, --------------------------------------------------------------------------------- 2001 2000 --------------------------------------- ---------------------------------------- Shareholders' Shareholders' Equity Compre- Equity Compre- ------------------------- hensive -------------------------- hensive Shares Amount Income Shares Amount Income ------------ ------------ ------------- -------------- ------------------------- (Expressed in thousands, except share amounts) Common Stock: $1.00 par-200,000,000 and 100,000,000 shares authorized, respectively Balance at beginning of year 40,659,591 $ 40,660 40,279,661 $ 40,279 Shares issued for acquisition of NORIC 12,615,816 12,615 - - Stock options exercised 319,129 319 120,462 121 ----------- ---------- -------------- ---------- Issued at end of period 53,594,536 53,594 40,400,123 40,400 ----------- ---------- -------------- ---------- Additional Capital: Balance at beginning of year 298,885 291,909 Shares issued for acquisition of NORIC 351,729 - Stock options exercised 6,617 2,198 ---------- ---------- Balance at end of period 657,231 294,107 ---------- ---------- Retained Earnings (Deficit): Balance at beginning of year 20,112 (62,291) Net income 70,925 $ 70,925 25,174 $ 25,174 Dividends ($0.06 per common share) (2,830) (2,425) ---------- ---------- Balance at end of period 88,207 (39,542) ---------- ---------- Accumulated Other Comprehensive Income (Loss): Balance at beginning of year (1,062) (1,061) Exchange gains (losses) on Canadian currency 389 389 (100) (100) Cumulative effect of change in accounting principle (2,438) (2,438) - - Unrealized gains arising during the period on price hedge contracts 14,504 14,504 - Reclassification adjustment for losses included in net income (1,521) (1,521) - ---------- ---------- ---------- -------- Balance at end of period 9,872 (1,161) ---------- ---------- Comprehensive Income $ 81,859 $ 25,074 ========== ======== Treasury Stock: Balance at beginning of year (15,575) (324) (15,575) (324) Activity during the period - - - - ----------- ---------- -------------- ---------- Balance at end of period (15,575) (324) (15,575) (324) ----------- ---------- -------------- ---------- Common Stock Outstanding, at the End of the Period 53,578,961 40,384,548 =========== ============== Total Shareholders' Equity $ 808,580 $ 293,480 ========== ========== See accompanying notes to consolidated financial statements. -5- 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 forthe fair presentation of interim results which are not necessarily indicative of results for the entire year. Certain prior year amounts have been reclassified to conform with current year presentation. Refer to the Consolidated Statements of Shareholders' Equity for an analysis of Other Comprehensive Income which was $44,562,000 and $16,712,000, respectively, for the three months ended June 30, 2001 and 2000 and $81,859,000 and $25,074,000, respectively, for the six months ended June 30, 2001 and 2000. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10- K for the year ended December 31, 2000. (2) Long-Term Debt - Long-term debt and the amount due within one year at June 30, 2001 and December 31, 2000, consist of the following: June 30, December 31, 2001 2000 -------------- ------------- (Expressed in thousands) Senior debt - Bank revolving credit agreement LIBOR based loans, borrowings at average interest rate of 5.13% $ 120,000 $ - Swing Line loan, borrowing at an interest rate of 6.75% 10,000 Banker's acceptances, borrowing at an interest rate of 4.61% 19,997 - ----------- ----------- Total senior debt 149,997 - ----------- ----------- Subordinated debt - 8 3/4% Senior subordinated notes due 2007 ("2007 Notes") 100,000 100,000 10 3/8% Senior subordinated notes due 2009 ("2009 Notes") 150,000 150,000 8 1/4% Senior subordinated notes due 2011 ("2011 Notes") 200,000 - 5 1/2% Convertible subordinated notes due 2006 ("2006 Notes") 115,000 115,000 ----------- ----------- Total subordinated debt 565,000 365,000 ----------- ----------- Long-term debt, none due within one year $ 714,997 $ 365,000 =========== =========== Refer to Note 3 in Notes to Consolidated Financial Statements included in the Company's annual report on Form 10-K for the year ended December 31, 2000, for further information on the Company's debt agreements. On March 8, 2001, prior to the merger with NORIC Corporation ("NORIC") and the acquisition of North Central Oil Corporation ("North Central") on March 14, 2001, the Company entered into a reserve based revolving credit facility (the "Credit Facility"). The Credit Facility provides for a $515,000,000 revolving credit facility until March 7, 2006. The amount that may be borrowed may not exceed a borrowing base which is determined semi-annually and is calculated based upon substantially all of the Company's proved oil and gas properties. As of July 25, 2001, the borrowing base was established at $425,000,000. The Credit Facility is governed by various financial and other covenants, including requirements to maintain positive working capital (excluding current maturities of debt) and a fixed charge coverage ratio, creation of liens, a limitation on commodity hedging above certain specified limits, the prepayment of subordinated debt, the payment of dividends, mergers and consolidations, investments and asset dispositions. In addition, the Company has pledged the stock of North Central and its inter-company receivable with North Central as security for its obligations under the Credit Facility and is prohibited from pledging borrowing base properties as security for other debt. The Credit Facility also permits short-term "swing line" loans and the issuance of up to $50,000,000 in letters of credit. Borrowings under the Credit facility bear interest, at the Company's option, at a base (prime) rate plus a variable margin (currently none) or LIBOR plus a variable margin (currently l.125%). The margin varies as a function of the percentage of the borrowing base utilized. A commitment fee on the unborrowed amount that is currently available under the Credit Facility is also charged based on the percentage of the borrowing base that is being utilized. As of July 25, 2001, there was $132,000,000 outstanding under the Credit Facility. In connection with its entering into the Credit Facility, the Company's previously existing uncommitted money market line of credit with a commercial bank was terminated. -6- Pogo Producing Company and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) (2) Long-Term Debt (continued) - The Master Banker's Acceptance Agreement between the Company and one of its lenders was recently modified to increase the amount which the lender has agreed to accept bank drafts from the Company up to $25,000,000. The banker's draftsare available on an uncommitted basis and the bank has no obligation to accept the Company's request for drafts. Drafts drawn under this agreement would be reflected as long-term debt on the Company's balance sheet because the Company currently has the ability and intent to reborrow such amounts under the Credit Facility. The Company's 2007 Notes, 2009 Notes, and the Company's new notes due 2011 (described below) may restrict all or a portion of the amounts that may be borrowed under the Master Banker's Acceptance Agreement as senior debt. The Master Banker's Acceptance Agreement permits either party to terminate the letter agreement at any time upon five business days notice. As of July 25, 2001 there was $24,912,000 outstanding under this agreement. On April 10, 2001 the Company issued $200,000,000 principal amount of Senior Subordinated Notes due 2011 (the "2011 Notes"). The 2011 Notes bear interest at a rate of 8 1/4%, payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2001. The 2011 Notes are general unsecured senior subordinated obligations of the Company, are subordinated in right of payment to the Company's senior indebtedness, which currently includes the Company's obligations under the Credit Facility and its banker's acceptances, are equal in right of payment to the 2007 Notes and the 2009 Notes, but are senior in right of payment to the Company's subordinated indebtedness, which currently includes the 2006 Notes. In addition, they are senior in right of payment to the liquidation preference under the Company's Trust Preferred Securities. The Company, at its option, may redeem the 2011 Notes in whole or in part, at any time on or after April 15, 2006, at a redemption price of 104.125% of their principal value and decreasing percentages thereafter. The indentures governing the 2011 Notes also imposes certain covenants on the Company that are substantially identical to the covenants contained in the indentures governing the 2007 Notes and the 2009 Notes, including covenants limiting: incurrence of indebtedness including senior indebtedness; restricted payments; the issuance and sales of restricted subsidiary capital stock; transactions with affiliates; liens; disposition of proceeds of asset sales; non-guarantor restricted subsidiaries; dividends and other payment restrictions affecting restricted subsidiaries; and mergers, consolidations and the sale of assets. (3) Income Taxes - The Company does not provide for U.S. income taxes on unremitted earnings of foreign subsidiaries as the Company's present intention is to reinvest the unremitted earnings in its foreign operations. Unremitted earnings of foreign subsidiaries are approximately $28,000,000 at June 30, 2001. It is not practicable to determine the amount of U.S. income taxes that would be payable upon remittance of the assets that represent those earnings. -7- Pogo Producing Company and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) (4) Hedging Activities - In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). In June 2000, the FASB issued SFAS 138, Accounting for Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. SFAS 133, as amended, establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair market value. The statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The Company adopted SFAS 133 effective January 1, 2001. Based on the nature of the Company's derivative instruments currently outstanding and the historical volatility of oil and gas commodity prices, the Company expects that SFAS 133 could increase volatility in the Company's earnings and other comprehensive income for future periods. SFAS 133, in part, allows special hedge accounting. SFAS 133 provides that the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument be reported as a component of other comprehensive income and be reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, must be recognized currently in earnings. SFAS 133 requires that as of the date of initial adoption, the difference between the market value of derivative instruments and the previous carrying amount of theses derivatives be recorded in net income or other comprehensive income, as appropriate, as the cumulative effect of a change in accounting principle. Based on interpretive guidance issued during the first quarter of 2001, the Company determined that the cumulative effect of adopting SFAS 133 should be recorded in other comprehensive income. As such, effective January 1, 2001, the Company recorded an unrealized loss of $2,438,000, net of deferred taxes of $1,313,000, in other comprehensive income. During the first six months of 2001, the Company recognized a $2,340,000 loss as an offset to oil and gas revenues on these contracts. An immaterial amount of ineffectiveness on these hedge contracts was also recognized in other income. Unrealized gains on derivative instruments arising during the six months ended June 30, 2001 of $12,983,000, net of deferred taxes of $6,991,000, has been reflected as a component of other comprehensive income. Based on the fair market value of the hedge contracts as of June 30, 2001, the Company would reclassify additional pre-tax income of approximately $11,600,000 (approximately $7,500,000 net of taxes) from other comprehensive income (shareholders' equity) to net income during the next twelve months. As of June 30, 2001, the Company held options to sell 70 million cubic feet of natural gas production per day for the period from July 1, 2001 through December 31, 2002. The Company has designated these contracts as cash flow hedges designed to give the Company the right, but not the obligation, to sell natural gas at a sales price of $4.25 per MMBtu for the period from July 2001 through March 2002 and $4.00 per MMBtu for the period from April 2002 through December 2002. These contracts are designed to guarantee the Company a minimum "floor" price for the contracted volumes of production without limiting the Company's participation in price increases during the covered period. As of June 30, 2001, the Company was a party to the following hedging arrangements: NYMEX Volume Contract Fair in Price per Market Contract Period MMBtu(a) MMBtu(a) Value (b) ---------------------------- ---------- ----------- ----------- July 2001 - March 2002 19,180 $4.25 $ 18,266,000 April 2002 - December 2002 19,250 $4.00 $ 19,511,000 (a) MMBtu means million British Thermal Units. (b) Fair Market value is calculated using prices derived from NYMEX futures contract prices existing at June 30, 2001. These hedging transactions are settled based upon the average of the reporting settlement prices on the NYMEX for the last three trading days or occasionally, the penultimate trading day of a particular contract month. For any particular floor transaction, the counter-party is required to make a payment to the Company if the settlement price for any settlement period is below the floor price for such transaction. The Company is not required to make any payment in connection with the settlement of a floor transaction. As of June 30, 2001 the Company was not a party to any commodity price hedging contracts with respect to any of its current or future crude oil and condensate production. -8- Pogo Producing Company and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) (5) Business Segment Information - Financial information by operating segment is presented below: Company Oil and Gas Pipelines Other ------------------ ---------------- ---------------- ---------------- (Expressed in thousands) Long-Lived Assets: As of June 30, 2001: United States $ 1,662,453 $ 1,653,202 $ 5,118 $ 4,133 Kingdom of Thailand 331,621 328,013 - 3,608 Canada and other 13,304 13,166 - 138 ------------------- ----------------- ---------------- ---------------- Total $ 2,007,378 $ 1,994,381 $ 5,118 $ 7,879 =================== ================= ================ ================ As of December 31, 2000: United States $ 462,530 $ 454,246 $ 5,315 $ 2,969 Kingdom of Thailand 337,317 334,018 - 3,299 Canada 11,807 11,576 - 231 ------------------- ----------------- ---------------- ---------------- Total $ 811,654 $ 799,840 $ 5,315 $ 6,499 =================== ================= ================ ================ Revenues: For the three months ended June 30, 2001 United States $ 129,618 $ 124,661 $ 4,473 $ 484 Kingdom of Thailand 38,077 38,067 - 10 Canada and other 1,699 1,684 - 15 ------------------- ----------------- ---------------- ---------------- Total $ 169,394 $ 164,412 $ 4,473 $ 509 =================== ================= ================ ================ For the three months ended June 30, 2000 United States $ 67,977 $ 64,595 $ 3,210 $ 172 Kingdom of Thailand 38,998 38,913 - 85 Canada 1,045 1,045 - - ------------------- ----------------- ---------------- ---------------- Total $ 108,020 $ 104,553 $ 3,210 $ 257 =================== ================= ================ ================ For the six months ended June 30, 2001 United States $ 249,090 $ 238,211 $ 8,699 $ 2,180 Kingdom of Thailand 86,071 86,012 - 59 Canada and other 4,095 4,102 - (7) ------------------- ----------------- ---------------- ---------------- Total $ 339,256 $ 328,325 $ 8,699 $ 2,232 =================== ================= ================ ================ For the six months ended June 30, 2000 United States $ 134,400 $ 128,031 $ 6,592 $ (223) Kingdom of Thailand 72,636 72,550 - 86 Canada 1,902 1,868 - 34 ------------------- ----------------- ---------------- ---------------- Total $ 208,938 $ 202,449 $ 6,592 $ (103) =================== ================= ================ ================ Operating Income (Loss): For the three months ended June 30, 2001 United States $ 40,730 $ 40,298 $ (52) $ 484 Kingdom of Thailand 17,027 17,017 - 10 Canada and other (3,270) (3,285) - 15 ------------------- ----------------- ---------------- ---------------- Total $ 54,487 $ 54,030 $ (52) $ 509 =================== ================= ================ ================ For the three months ended June 30, 2000 United States $ 18,973 $ 18,919 $ (118) $ 172 Kingdom of Thailand 18,136 18,051 - 85 Canada (374) (374) - - ------------------- ----------------- ---------------- ---------------- Total $ 36,735 $ 36,596 $ (118) $ 257 =================== ================= ================ ================ For the six months ended June 30, 2001 United States $ 99,311 $ 97,261 $ (130) $ 2,180 Kingdom of Thailand 40,774 40,715 - 59 Canada and other (8,640) (8,633) - (7) ------------------- ----------------- ---------------- ---------------- Total $ 131,445 $ 129,343 $ (130) $ 2,232 =================== ================= ================ ================ For the six months ended June 30, 2000 United States $ 31,989 $ 32,552 $ (340) $ (223) Kingdom of Thailand 29,888 29,802 - 86 Canada (567) (601) - 34 ------------------- ----------------- ---------------- ---------------- Total $ 61,310 $ 61,753 $ (340) $ (103) =================== ================= ================ ================ -9- Pogo Producing Company and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) (6) Earnings per Share - Earnings per common share (basic earnings per share) are based on the weighted average number of shares of common stock outstanding during the periods. Earnings per share and potential common share (diluted earnings per share) consider the effect of dilutive securities as set out below. Amounts are expressed in thousands, except per share amounts. Three Months Ended June 30, 2001 -------------------------------------------------- Income Shares Per Share -------------- ------------- -------------- Basic earnings per share - $ 30,979 53,575 $ 0.58 ============== Effect of dilutive securities: Options to purchase common shares - 877 2006 Notes 1,028 2,726 Trust Preferred Securities 1,584 6,316 -------------- ------------- Diluted earnings per share $ 33,591 63,494 $ 0.53 ============== ============= ============== Antidilutive securities - Options to purchase common shares - 307 $ 33.86 Three Months Ended June 30, 2000 -------------------------------------------------- Income Shares Per Share -------------- ------------- -------------- Basic earnings per share - $ 16,791 40,382 $ 0.42 ============== Effect of dilutive securities: Options to purchase common shares - 628 2006 Notes 1,028 2,726 Trust Preferred Securities 1,584 6,316 -------------- ------------- Diluted earnings per share $ 19,403 50,052 $ 0.39 ============== ============= ============== Antidilutive securities - Options to purchase common shares - 224 $ 34.82 2006 Notes - - - (a) Represents income before cumulative effect of change in accounting principle. Six Months Ended June 30, 2001 --------------------------------------------------- Income Shares Per Share -------------- -------------- ---------------- Basic earnings per share - $ 70,925 48,425 $ 1.46 ================ Effect of dilutive securities: Options to purchase common shares - 906 2006 Notes 2,056 2,726 Trust Preferred Securities 3,169 6,316 -------------- -------------- Diluted earnings per share $ 76,150 58,373 $ 1.31 ============== ============== ================ Antidilutive securities - Options to purchase common shares - 307 $ 33.86 Six Months Ended June 30, 2000 --------------------------------------------------- Income (a) Shares Per Share -------------- -------------- ---------------- Basic earnings per share - $ 26,942 40,337 $ 0.67 ================ Effect of dilutive securities: Options to purchase common shares - 610 2006 Notes - - Trust Preferred Securities 3,169 6,316 -------------- -------------- Diluted earnings per share $ 30,111 47,263 $ 0.64 ============== ============== ================ Antidilutive securities - Options to purchase common shares - 226 $ 34.72 2006 Notes 2,056 2,726 $ 0.75 (a) Represents income before cumulative effect of change in accounting principle. -10- Pogo Producing Company and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) (7) Acquisition - On March 14, 2001, the previously announced merger of the Company and NORIC Corporation ("NORIC") was consummated. As a result of the merger, the Company acquired all of the outstanding capital stock of North Central Oil Corporation ("North Central"), which was the principal asset of NORIC. North Central was an independent domestic oil and gas exploration and production company. The merger was accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to the net assets acquired based upon their estimated fair market values at the date of acquisition. Such allocations are based upon preliminary information and are subject to change when final valuations are obtained. Commencing March 14, 2001, North Central's operations are consolidated with the operations of the Company. Pursuant to the merger agreement among the Company and NORIC and certain NORIC shareholders dated as of November 19, 2000, former shareholders received 12,615,816 shares of the Company's common stock and approximately $344,711,000 in cash. In addition, at the closing the Company repaid all $78,600,000 principal amount of North Central's existing bank debt. The sources of funds used in connection with the merger included cash on hand at the Company and NORIC and borrowings under the Company's new credit agreement. The following summary presents unaudited pro form consolidated results of operations as if the acquisition had occurred at the beginning of each period presented. The pro forma results are for illustrative purposes only and include adjustments in addition to the pre-acquisition historical results of North Central, such as increased depreciation, depletion and amortization expense resulting from the allocation of fair market value to oil and gas properties acquired and increased interest expense on acquisition debt. The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated at those dates, nor are they necessarily indicative of future operating results. Six Months Ended June 30, ------------------------------------- 2001 2000 ------------------------------------- Revenues $ 402,236 $ 270,038 Income before cumulative effect of change in accounting principle $ 87,319 $ 17,835 Net income $ 87,319 $ 16,067 Earnings per share: Basic - Income before cumulative effect of change in accounting principle $ 1.63 $ 0.34 Net income $ 1.63 $ 0.30 Diluted - Income before cumulative effect of change in accounting principle $ 1.46 $ 0.34 Net income $ 1.46 $ 0.30 -11- Pogo Producing Company and Subsidiaries ITEM 2. 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, 2000. Certain statements contained herein are "Forward Looking Statements" and are thus prospective. As further discussed in the Company's annual report on Form 10-K for the year ended December 31, 2000, such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. On March 14, 2001, the previously announced merger of Pogo Producing Company (the "Company") and NORIC Corporation ("NORIC") was consummated. As a result of the merger, the Company acquired all of the outstanding capital stock of North Central Oil Corporation ("North Central"), an independent domestic oil and gas exploration and production company, which was the principal asset of NORIC. Corporation. The merger was accounted for using the purchase method of accounting. Commencing March 14, 2001, the results of North Central's operations are consolidated with the Company's. Pursuant to the merger agreement among the Company, NORIC and certain NORIC shareholders dated as of November 19, 2000, former shareholders of NORIC received 12,615,816 shares of the Company's common stock and approximately $344,711,000 in cash. In addition, at the closing the Company repaid all $78,600,000 principal amount of North Central's existing bank debt. The sources of funds used in connection with the merger included cash on hand at the Company and NORIC and borrowings under the Company's credit agreement. Results of Operations Net income The Company reported net income for the second quarter of 2001 of $33,979,000 or $0.58 per share ($33,591,000 or $0.53 per share on a diluted basis), compared to net income for the second quarter of 2000 of $16,791,000 or $0.42 per share ($19,403,000 or $0.39 per share on a diluted basis). For the first six months of 2001, the Company reported net income of $70,925,000 or $1.46 per share ($76,150,000 or $1.31 per share on a diluted basis) compared to net income for the first six months of 2000 of $26,942,000 or $0.67 per share ($28,343,000 or $0.60 per share on a diluted basis). The increase in net income during the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, was primarily related to increased oil and gas revenues resulting from improved oil and gas production levels and increased natural gas prices. these factors were partially offset by a decrease in revenues from the sale of natural gas liquids ("NGL") and a decrease in the average prices that the Company received for its crude oil and condensate production. The net income reported in the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000 was also related to increases in pipeline sales. The net income reported in the first six months of 2001 was also positively impacted by a gain on the sale of certain non-strategic properties, all of which were recognized in the first quarter of 2001. Earnings per common share are based on the weighted average number of common shares outstanding for the respective periods. The increase in the weighted average number of common shares outstanding for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from the issuance of common stock in connection with the merger with NORIC on March 14, 2001 and, to a lesser extent the exercise of stock options pursuant to the Company's incentive plans. Earnings per share computations on a diluted basis for all periods reflect additional shares of common stock issuable upon the assumed conversion of Pogo Trust I's 6 1/2% Cumulative Quarterly Income Convertible Preferred Securities due 2029 (the "Trust Preferred Securities") and, to a much lesser extent, additional shares of common stock issuable upon the assumed exercise of options to purchase common shares under the Company's incentive plans, less treasury shares that are assumed to have been purchased by the Company from the option proceeds. Earnings per share computations for the second quarter and first six months of 2001, and the second quarter of 2000, also reflect additional shares of common stock issuable upon the assumed conversion of the Company's 5 1/2% Convertible Subordinated Notes due 2006 (the "2006 Notes"). -12- Total Revenues The Company's total revenues for the second quarter of 2001 were $169,394,000, an increase of approximately 57% from total revenues of $108,020,000 for the second quarter of 2000. The Company's total revenues for the first six months of 2001 were $339,256,000, an increase of approximately 62% compared to total revenues of $208,938,000 for the first six months of 2000. The increase in the Company's total revenues for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from a substantial increase in oil and gas revenues and, to a much lesser extent, increased pipeline sales and, with respect to the six month periods, an increase in gain on sales of certain non-strategic Company properties. Oil and Gas Revenues The Company's oil and gas revenues for the second quarter of 2001 were $164,412,000, an increase of approximately 57% from oil and gas revenues of $104,553,000 for the second quarter of 2000. The Company's oil and gas revenues for the first six months of 2001 were $328,325,000, an increase of approximately 62% from oil and gas revenues of $202,449,000 for the first six months of 2000. The following table reflects an analysis of variances in the Company's oil and gas revenues (expressed in thousands) between 2001 and 2000: Increase (decrease) in oil and gas revenues 2/nd/ Qtr 2001 1/st/ Half 2001 resulting from variances in: Compared to Compared to 2/nd/ Qtr 2000 1/st/ Half 2000 -------------- --------------- Natural gas-- Price........................................ $ 19,433 $63,232 Production................................... 39,809 47,861 ------- -------- 59,242 111,093 ------- -------- Crude oil and condensate-- Price........................................ (1,221) (365) Production................................... 2,134 17,213 ------- -------- 913 16,848 ------- -------- Natural Gas Liquids............................. (296) (2,065) ------- -------- Increase (decrease) in oil and gas revenues.. $59,859 $125,876 ======= ======== The increase in the Company's oil and gas revenues for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, is primarily related to increases in the Company's natural gas and oil and condensate production volumes and, to a lesser extent, an increase in the price that it received for its natural gas production volumes. These factors were partially offset by a decrease in the average price the Company received for its oil and condensate production volumes and decreased production of NGL. NGL is extracted from natural gas. NGL is extracted from natural gas. Due to the relatively high price (relative to crude oil and condensate) that the Company received for its natural gas production volumes during the second quarter and first six months of 2001, the Company elected in many instances to leave the NGL in the natural gas. The Company recently resumed processing its natural gas production volumes to extract NGL for resale due to the recent decline in natural gas prices, relative to oil and condensate prices. Comparison of Increases (Decreases) in: 2/nd/ Quarter 1/st/ Six Months ------------------ % % Natural Gas -- 2001 2000 Change 2001 2000 Change -------- -------- ------- -------- ------ ------ Average prices North America (a)..................................... $ 4.62 $ 3.00 54% $ 5.53 $ 2.88 92% Kingdom of Thailand(b)................................ $ 2.24 $ 2.20 2% $ 2.34 $ 2.08 13% Company-wide average price....................... $ 4.04 $ 2.73 48% $ 4.66 $ 2.61 79% Average daily production volumes (MMcf per day) North America (a)..................................... 205.0 107.8 90% 165.4 112.7 47% Kingdom of Thailand................................... 66.1 55.1 20% 61.8 56.8 9% -------- -------- -------- -------- Company-wide average daily production............ 271.1 162.9 66% 227.2 169.5 34% ======== ======== ======== ======== ----------------- (a) North American average prices and production reflect production from the United States and Canada. "MMcf" and "Bbls" stand for million cubic feet and barrels, respectively. (b) The Company is paid for its natural gas production in the Kingdom of Thailand in Thai Baht. The average prices are presented in U.S. dollars based on the revenue recorded in the Company's financial records. -13- Comparison of Increases (Decreases) in: 2/nd/ Quarter 1/st/ Six Months ------------------ % ----------------- % Crude Oil and Condensate -- 2001 2000 Change 2001 2000 Change -------- -------- ------ -------- ------ ------ Average prices(a) North America......................................... $25.84 $26.59 (3)% $26.86 $26.15 3% Kingdom of Thailand................................... $28.21 $31.16 (9)% $26.37 $29.00 (9)% Company-wide average price........................... $26.75 $28.68 (7)% $26.64 $27.45 (3)% Average daily production volumes (Bbls per day) North America......................................... 15,514 13,352 16% 14,719 13,350 10% Kingdom of Thailand(b)................................ 13,442 11,593 16% 13,679 12,379 11% ------ ------ ------ ------ Company-wide average daily production................ 28,956 24,945 16% 28,398 25,729 10% ====== ====== ====== ====== Total Liquid Hydrocarbons -- Company-wide average daily production (Bbls per day)(b)........................ 31,028 27,131 14% 29,790 26,887 11% ====== ====== ====== ====== -------------------------- (a) Average prices are computed on production that is actually sold during the period. For North American average prices, this equates to actual production. However, in the Gulf of Thailand, crude oil and condensate sold may be more or less than actual production. See footnote (b). (b) Oil and condensate production in the Gulf of Thailand is produced and stored on the FPSO and FSO pending sale and is sold in tanker loads that typically average between 300,000 and 750,000 barrels per sale. Therefore, oil and condensate sales volumes for a given period in the Gulf of Thailand may not equate to actual production. In accordance with generally accepted accounting principles, as currently interpreted, reported revenues are based on sales volumes. However, the Company believes that actual production volumes are a more meaningful measure of the Company's operating results and therefore reports production volumes as part of its operating results. The Company produced 351,000 and 205,000 barrels more than it sold in the second quarter and first six months of 2001, respectively, and produced 33,000 and 197,000 barrels more than it sold in the second quarter and first six months of 2000, respectively. Natural Gas Thailand Prices. The price that the Company receives under the gas sales agreement with the Petroleum Authority of Thailand ("PTT") is based upon a formula which takes into account a number of factors including, among other items, changes in the Thai/U.S. exchange rate and fuel oil prices in Singapore. The increase in the average price that the Company received for its natural gas production in the Kingdom of Thailand for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, reflects positive adjustments under the gas sales agreement. Production. The increase in the Company's natural gas production during the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, was primarily related to production from properties acquired in the North Central acquisition and, to a lesser extent, successful development programs on the Company's Thailand and New Mexico properties that were partially offset by natural decline at certain of the Company's other properties. Crude Oil and Condensate Thailand Prices. Since the inception of production from the Company's properties located in the Gulf of Thailand, crude oil and condensate have been stored on storage vessels (an FPSO in the Tantawan field and an FSO in the Benchamas field) until an economic quantity is accumulated for offloading and sale. A typical sale ranges from 300,000 to 750,000 barrels. Prices that the Company receives for its crude oil and condensate production from Thailand are based on world benchmark prices, typically as a differential to Malaysian TAPIS crude and are denominated in dollars. In addition, the Company is generally paid for its crude oil and condensate production from Thailand in dollars. Thailand Production. The increase in the Company's crude oil and condensate production from the Gulf of Thailand during the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted from increased production from the Benchamas Field. However, with respect to the quarterly comparative periods, total sales declined because of unfavorable tanker lifting schedules, resulting in an increase of 351,000 barrels in inventory stored on board the FPSO and FSO at the end of the period. Due a change in interpretation of an accounting principle, for purposes of the financial statements, the Company now records its oil production in Thailand at the time of sale, rather than when produced, as it had previously. In accordance with generally accepted accounting principles, as currently interpreted, at the end of each quarter, the crude oil and condensate stored on board the FSO and FPSO pending sale is accounted for as inventory at cost. Reported revenues are based on sales volumes. When a tanker load of oil is sold in Thailand, the entire amount will be accounted for as production sold, regardless of when it was produced. The Company believes that actual production volumes are a -14- more meaningful measure of the Company's operating results than sales volumes and therefore reports production volumes as part of its operating results. The Company produced 351,000 and 205,000 barrels more than it sold in the second quarter and first six months of 2001, respectively, and produced 33,000 and 197,000 barrels more than it sold in the second quarter and first six months of 2000, respectively. As of June 30, 2001, the Company had approximately 555,000 net barrels stored on board the FPSO and FSO. North American Production. The increase in the Company's North American crude oil and condensate production during the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, primarily related to production from properties acquired in the North Central acquisition and, to a lesser extent, successful development programs on the Company's other properties that was partially offset by natural decline at certain of the Company's properties. NGL Production. The Company's oil and gas revenues, and its total liquid hydrocarbon production, reflect the production and sale by the Company of NGL, which are liquid products extracted from natural gas production. The decrease in NGL revenues for the second quarter and first six months of 2001, compared with the second quarter and first six months of 2000, primarily related to the decision by the Company not to extract NGL from its natural gas production due to the more favorable economics of leaving it in the natural gas stream. The Company recently resumed processing its natural gas production volumes to extract NGL for resale due to the recent decline in natural gas prices, relative to oil and condensate prices. Costs and Expenses 2nd Quarter 1/st/ Six Months --------------------------- % -------------------------- % Comparison of Increases (Decreases) in: 2001 2000 Change 2001 2000 Change ----------- -------- -------- ------- Lease Operating Expenses North America........................ $ 22,721,000 $ 14,859,000 53% $ 39,771,000 $ 29,149,000 36% Kingdom of Thailand.................. $ 6,975,000 $ 8,658,000 (19)% $ 15,752,000 $ 16,013,000 (2)% Total Lease Operating Expenses.................... $ 29,696,000 $ 23,517,000 26% $ 55,523,000 $ 45,162,000 23% Pipeline Operating and Natural Gas Purchases......................... $ 4,400,000 $ 3,156,000 39% $ 8,420,000 $ 6,546,000 29% General and Administrative Expenses..... $ 9,650,000 $ 7,539,000 28% $ 17,858,000 $ 18,056,000 (1)% Exploration Expenses.................... $ 5,486,000 $ 2,114,000 160% $ 12,434,000 $ 5,787,000 115% Dry Hole and Impairment Expenses........ $ 12,277,000 $ 2,120,000 479% $ 23,044,000 $ 7,192,000 220% Depreciation, Depletion and Amortization (DD&A) Expenses......... $ 53,464,000 $ 32,839,000 63% $ 90,532,000 $ 64,885,000 40% DD&A rate............................ $ 1.33 $ 1.10 21% $ 1.24 $ 1.06 17% Mcfe sold (a)........................ 39,509,000 29,637,000 33% 72,241,000 60,207,000 20% Interest-- Charges.............................. $ (14,988,000) $ (8,210,000) 83% $ (26,292,000) $(16,956,000) 55% Interest Income...................... $ 694,000 $ 186,000 273% $ 1,996,000 $ 479,000 317% Capitalized Interest Expense......... $ 10,303,000 $ 4,604,000 124% $ 14,829,000 $ 9,614,000 54% Minority Interest - Dividends and Costs....................... $ (2,501,000) $ (2,559,000) (2)% $ (4,998,000) $ (5,117,000) (2)% Foreign Currency Transaction Loss....... $ (421,000) $ (794,000) 47% $ (1,006,000) $ (1,121,000) (10)% Income Tax Expense...................... $ (16,529,000) $ (13,171,000) 25% $ (45,049,000) $(21,267,000) 112% ---------- (a) "Mcfe" stands for thousands of cubic feet equivalent. Lease Operating Expenses. The increase in North American lease operating expenses for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, primarily related to increased severance taxes resulting from increased production from the Company's non-U.S. government owned properties (accounting for approximately $5,469,000 and $8,510,000 of the increase for the quarter and six month periods, respectively), lease operating expenses attributable to properties acquired in the North Central acquisition and generally increasing costs resulting from an industry-wide increase in demand for oil field services and equipment, that was only partially offset by decreased lease maintenance expenses. The decrease in lease operating expenses in the Kingdom of Thailand for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, primarily related to an accounting adjustment that reduced lease operating expenses attributable to crude oil and condensate held as inventory on board the FPSO and FSO. These lease operating expenses will be recognized for accounting purposes when this crude oil and condensate is sold. In addition, lease operating expenses for both 2001 periods, compared to -15- the 2000 periods, were positively affected by a decrease in maintenance and workover activity in the Benchamas Field. These factors were partially offset by generally increasing costs resulting from an industry-wide increase in demand for oil field services and equipment. A substantial portion of the Company's lease operating expenses in the Kingdom of Thailand relates to the lease payments made in connection with the bareboat charter of the FPSO for the Tantawan field and the FSO for the Benchamas field. Collectively, these lease payments accounted for $3,757,000, $7,472,000, $3,757,000 and $7,513,000 (net to the Company's interest) of the Company's Thailand lease operating expenses for the second quarter and first six months of 2001 and the second quarter and first six months of 2000, respectively. Pipeline Operating and Natural Gas Purchases Revenue from the sale of natural gas purchased for resale is reported under "Pipeline sales and other." Prior to the acquisition of the Pogo Onshore Pipeline interests, the Company did not separately report its pipeline operating expenses or revenues, nor did it purchase any natural gas for resale to customers of its pipelines. The increase in pipeline operating expenses and natural gas purchase costs for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, primarily related to increased cost of natural gas purchased for resale by the Company. General and Administrative Expenses The increase in general and administrative expenses for the second quarter of 2001, compared with the second quarter of 2000, related to increased expenses associated with the Company's acquisition of North Central and its employees, as well as an increase in the size of the Company's work force and normal salary and concomitant benefit expense adjustments. The decrease in general and administrative expenses for the first six months of 2001, compared with the first six months of 2000, primarily related to a $1,889,000 retroactive adjustment for the over accrual of certain payroll costs, that was partially offset by increased expenses associated with the Company's acquisition of North Central and its employees, as well as an increase in the size of the Company's work force and normal salary and concomitant benefit expense adjustments. Exploration Expenses Exploration expenses consist primarily of rental payments required under oil and gas leases to hold non-producing properties ("delay rentals") and exploratory geological and geophysical costs which are expensed as incurred. The increase in exploration expense for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from the cost of conducting two major 3-D projects in Hungary, a payment to transfer seismic licenses used by North Central and the acquisition of 3-D data in the Company's Offshore and Western Divisions, partially offset by generally decreased geophysical acquisition costs in the Company's other operational areas. Dry Hole and Impairment The increase in the Company's dry hole and impairment expense for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from increased dry hole costs and, with respect to the six month comparative periods, impairment expense charged to a non-operated property located in the offshore Gulf of Mexico due to unexpectedly high drilling and completion expenses. Depreciation, Depletion and Amortization Expenses The increase in the Company's depreciation, depletion and amortization ("DD&A") expense for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from an increase in the Company's natural gas and liquid hydrocarbon production and, to a lesser extent, an increase in the Company's composite DD&A rate. The increase in the composite DD&A rate for all of the Company's producing fields for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from production from fields acquired in the North Central acquisition that, because they were valued at fair market value in connection with the acquisition, contribute a DD&A rate higher than the Company's recent historic average. The increase was partially offset by an increased percentage of the Company's production coming from certain of the Company's fields that have DD&A rates that are lower than the Company's recent historical composite rate (principally the Benchamas Field and certain Permian basin properties) and a corresponding decrease in the percentage of the Company's production coming from fields that have DD&A rates that are higher than the Company's recent historical composite DD&A rate. -16- Interest Interest Charges. The increase in the Company's interest charges for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from an increase in the average amount of the Company's outstanding related to the acquisition of North Central, partially offset by a decline in the average interest rate on the outstanding debt. The increase in the Company's interest charges for the first six months of 2001, compared to the first six months of 2000, was also affected by a charge for amortization of debt issuance expense during the first quarter of 2001 related to the termination of the Company's previous credit facility in connection with the North Central acquisition. Interest Income. The decrease in the Company's interest income for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from a decrease in the amount of cash and cash equivalents temporarily invested. Except for working capital needs, a significant portion of the Company's cash and cash and cash equivalents were used to fund the North Central acquisition. Capitalized Interest. The increase in capitalized interest for the second quarter and first six months of 2001, compared to the second quarter and first six months of 2000, resulted primarily from an increase in the amount of capital expenditures subject to interest capitalization during the relevant periods ($359,404,000 and $401,347,000, in 2001, compared to $206,735,000 and $220,726,000 in 2000), partially offset by a decrease in the interest rate used to determine the amount of capitalized interest. A substantial percentage of the Company's capitalized interest expense resulted from capitalization of interest related to capital expenditures for the development of the Benchamas field in the Gulf of Thailand and, to a lesser extent, several development projects in the Gulf of Mexico. Minority Interest -- Dividends and Costs Associated with Preferred Securities of a Subsidiary Trust Pogo Trust I, a business trust in which the Company owns all of the issued common securities, issued $150,000,000 of Trust Preferred Securities on June 2, 1999. The amounts recorded for the second quarter and first six months of 2000 and 2001, respectively, under Minority Interest -- Dividends and Costs Associated with Preferred Securities of a Subsidiary Trust principally reflect cumulative unpaid dividends and, to a lesser extent, the amortization of issuance expenses related to the offering and sale of the Trust Preferred Securities. Foreign Currency Transaction Losses The foreign currency transaction losses reported for the second quarter and first six months of 2000 and 2001 resulted primarily from the fluctuation against the U.S. dollar of cash and other monetary assets and liabilities denominated in Thai Baht that were on the Company's subsidiary financial statements during the respective periods. The weakening of the Thai Baht against the U.S. dollar has been attributed to, among other things, the negative impact on the Thai economy of high crude oil prices and continued weakness in the banking sector. The Company cannot predict what the Thai Baht to U.S. dollar exchange rate will be in the future. As of June 30, 2001, the Company was not a party to any financial instrument that was intended to constitute a foreign currency hedging arrangement. Income Tax Expense The increase in the Company's tax expense for the second quarter and the first six months of 2001, compared to the second quarter and the first six months of 2000, resulted primarily from an increase in pre-tax income from the Company's North American and Kingdom of Thailand operations. The Company's effective tax rate for the second quarter and first six months of 2001 was 34.8% and 38.8%, respectively, compared to 44% and 44.1% for the second quarter and first months of 2000, respectively. The decrease in the effective tax rate in 2001 is attributable to certain tax benefits in the Kingdom of Thailand. Liquidity and Capital Resources Cash Flows The Company's Condensed Consolidated Statement of Cash Flows for the first six months of 2001 reflects net cash provided by operating activities of $239,798,000. In addition to net cash provided by operating activities, the Company received $5,472,000, primarily from the exercise of stock options, and $4,348,000 from the sale of certain non-strategic properties. The Company also borrowed a net $149,997,000 under its senior debt arrangements and issued $200,000,000 of its 8 1/4% Senior Subordinated Notes due 2011 (the "2011 Notes"). During the first six months of 2001, the Company expended $344,711,000 in partial consideration for the NORIC shares, repaid all $78,600,000 of North Central's senior indebtedness, invested $179,114,000 in capital projects, paid $8,625,000 in debt issuance expenses, paid $4,875,000 in cash distributions to holders of its Trust -17- Preferred Securities, paid $2,714,000 to purchase proved reserves and paid $2,830,000 ($0.03 per share) in cash dividends to holders of the Company's common stock. As of July 25, 2001, the Company's cash and cash equivalents were $84,846,000 and its long-term debt stood at $721,912,000 and it had $268,000,000 of availability under its revolving credit facility. Future Capital Requirements The Company's capital and exploration budget for 2001, which does not include any amounts that may be expended for the purchase of proved reserves or any interest which may be capitalized resulting from projects in progress, was recently increased by the Company's Board of Directors to $350,000,000, principally on account of the projects to be undertaken on properties acquired in the North Central acquisition. The Company currently anticipates that its available cash and cash equivalents, cash provided by operating activities and funds available under its credit agreement and banker's acceptance facility will be sufficient to fund the Company's ongoing operating, interest and general and administrative expenses, any currently anticipated costs associated with the Company's projects during 2001, and future dividend and distribution payments at current levels (including a dividend payment of $0.03 per share on its common stock to be paid on August 17, 2001 to shareholders of record on August 3, 2001). The declaration of future dividends on the Company's equity securities will depend upon, among other things, the Company's future earnings and financial condition, liquidity and capital requirements, its ability to pay dividends and distributions under certain covenants contained in its debt instruments, the general economic and regulatory climate and other factors deemed relevant by the Company's Board of Directors. ITEM 3. Quantitative and Qualitative Disclosure about Market Risk. The Company is exposed to market risk, including adverse changes in commodity prices, interest rates and foreign currency exchange rates. The information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2000, and should be read in conjunction with the following. Interest Rate Risk From time to time, the Company has entered into various financial instruments, such as interest rate swaps, to manage the impact of changes in interest rates. As of July 1, 2001, the Company has no open interest rate swap or interest rate lock agreements. Therefore, the Company's exposure to changes in interest rates primarily results from its short-term and long-term debt with both fixed and floating interest rates. The following table presents principal or notional amounts (stated in thousands) and related average interest rates by year of maturity for the Company's debt obligations and their indicated fair market value at June 30, 2001: Fair ---- 2000 2001 2002 2003 2004 Thereafter Total Value ---- ---- ---- ---- ---- ---------- ----- ----- Liabilities Long-Term Debt: Variable Rate................. $ 0 $ 0 $ 0 $ 0 $ 0 $ 149,997 $149,997 $149,997 Average Interest Rate......... - - - - - 5.17% 5.17% - Fixed Rate.................... $ 0 $ 0 $ 0 $ 0 $ 0 $ 565,000 $565,000 $562,204 Average Interest Rate......... - - - - - 8.35% 8.35% - Foreign Currency Exchange Rate Risk The Company conducts business in Thai Baht, Hungarian Forint and the Canadian dollar and is therefore subject to foreign currency exchange rate risk on cash flows related to sales, expenses, financing and investing transactions. As of July 1, 2001, the Company is not a party to any foreign currency exchange agreement. Current Hedging Activity From time to time, the Company has used and expects to continue to use hedging transactions with respect to a portion of its oil and gas production to achieve a more predictable cash flow, as well as to reduce its exposure to price fluctuations. While the use of these hedging arrangements limits the downside risk of adverse price movements, they may also limit future revenues from favorable price movements. The use of hedging transactions also involves the risk that the counter-parties will be unable to meet the financial terms of such transactions. All of the Company's recent historical hedging transactions have been carried out in the over-the-counter market with investment grade institutions. In January 2001, the Company began to account for its hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133, as amended, establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair market value. The statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge --18-- accounting hedge accounting criteria are met. Special accounting for qualifying hedges allows the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument be reported as a component of other comprehensive income and be reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings. The remaining gain or loss on the derivative instruments, if any, must be recognized currently in earnings. Natural Gas As of June 30, 2001, the Company held options to sell 70 million cubic feet of natural gas production per day for the period from July 1, 2001 through December 31, 2002. The Company has designated these contracts as cash flow hedges designed to give the Company the right, but not the obligation, to sell natural gas at a sales price of $4.25 per MMBtu for the period from April 2001 through March 2002 and $4.00 per MMBtu for the period from April 2002 through December 2002. These contracts are designed to guarantee a minimum "floor" price for the contracted volumes of production without limiting the Company's participation in price increases during the covered period. As of July 1, 2001, the Company was a party to the following hedging arrangements: NYMEX Contract Volume Price per Fair Market Contract Period in MMBtu (a) MMBtu(a) Value(b) ----------------------------- ---------------- --------- ------------- Floor Contracts: July 2001 -- March 2002 19,180 $4.25 $18,266,000 April 2002 - December 2002 19,250 $4.00 $19,511,000 ----------------- (a) MMBtu means million British Thermal Units. (b) Fair Market Value is calculated using prices derived from NYMEX futures contract prices existing at June 30, 2001. These hedging transactions are settled based upon the average of the reported settlement prices on the NYMEX for the last three trading days or, occasionally, the penultimate trading day of a particular contract month. For any particular floor transaction, the counter-party is required to make a payment to the Company if the settlement price for any settlement period is below the floor price for such transaction. The Company is not required to make any payment in connection with the settlement of a floor transaction. Crude Oil As of June 30, 2001, the Company was not a party to any commodity price hedging contracts with respect to any of its current or future crude oil and condensate production. Part II. Other Information Item 4. Submission of Matters to a Vote of Security-Holders The registrant held its annual meeting of stockholders in Houston, Texas on April 24, 2001. The following sets forth the items that were put to a vote of the stockholders and the results thereof concerning: (A) election of two directors, each for a term of three years. The vote tabulation for each nominee was as follows: Nominee For Withheld ------- --- -------- William L. Fisher 48,218,901 123,341 Paul G. Van Wagenen 48,214,410 127,832 (B) a proposal to amend the Company's Restated Certificate of Incorporation, to increase the number of shares of the Company's authorized common stock from 100,000,000 to 200,000,000, with 42,786,475 shares of stock cast for approval, 5,514,314 shares against approval and 41,453 shares abstained. (C) a proposal to amend the Company's Restated Certificate of Incorporation, to increase the number of shares of the Company's authorized preferred stock from 2,000,000 to 4,000,000, with 28,662,715 shares of stock cast for approval, 14,782,506 shares against approval and 51,370 shares abstained. In addition, 4,845,651 shares were broker non-votes. --19-- (D) ratification of the appointment of Arthur Andersen LLP, independent public accountants, to audit the financial statements of the registrant for the year 2001, with 48,045,572 shares of stock cast for the appointment, 279,301 against the appointment, and 17,369 shares abstained. Item 6. Exhibits and Reports on Form 8-K (A) Exhibits *4.1 Indenture dated as of April 10, 2001 between Pogo Producing Company and Wells Fargo Bank Minnesota, National Association, as Trustee (Exhibit 4.2, Registration Statement on Form S-4, filed April 24, 2001, File No. 333- 59426). *Incorporated herein by reference as indicated (B) Reports on Form 8-K Report filed on April 6, 2001, announcing the placement of the 2011 Notes on April 4, 2001 under Item 5 and attaching one exhibit under Item 7. Report filed on April 24, 2001, announcing the Company's quarterly and financial results and certain unaudited supplemental operating and financial information related to the Company's first quarter 2001 operating and financial results under Item 5 and attaching two exhibits under Item 7. 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 Chief Accounting Officer /s/ James P. Ulm, II ---------------------------------- James P. Ulm, II Vice President and Chief Financial Officer Date: August 2, 2001 --20--