CABOT OIL & GAS CORP
10-Q, 1997-05-15
CRUDE PETROLEUM & NATURAL GAS
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                       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    March 31, 1997


(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

                         Commission file number 1-10447


                           CABOT OIL & GAS CORPORATION
             (Exact name of registrant as specified in its charter)


              DELAWARE                                    04-3072771
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification Number)


                   15375 Memorial Drive, Houston, Texas 77079
           (Address of principal executive offices including Zip Code)


                                 (281) 589-4600
                         (Registrant's telephone number)


                                    No Change
      (Former name, address and 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 and (2) has been  subject to such  filing
requirements for the past 90 days.


              Yes  X                                No
                  ---                                  ---

         As of April 30, 1997,  there were  22,864,686  shares of Class A Common
Stock, Par Value $.10 Per Share, outstanding.


<PAGE>



                           CABOT OIL & GAS CORPORATION

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
Part I.  Financial Information                                                                                 Page
<S>                                                                                                            <C>
   Item 1.  Financial Statements

      Condensed Consolidated Statement of Operations for the Three Months
        Ended March 31, 1997 and 1996....................................................................        3

      Condensed Consolidated Balance Sheet at March 31, 1997 and December 31, 1996.......................        4

      Condensed Consolidated Statement of Cash Flows for the Three Months
        Ended March 31, 1997 and 1996....................................................................        5

      Notes to Condensed Consolidated Financial Statements...............................................        6

      Independent Certified Public Accountants' Report on Review of
        Interim Financial Information....................................................................        8

   Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.........................................................................        9


Part II.  Other Information

   Item 6.  Exhibits and Reports on Form 8-K.............................................................       15

Signature  ..............................................................................................       16
</TABLE>

                                      -2-
<PAGE>



                           CABOT OIL & GAS CORPORATION

           CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
                    (In Thousands, Except Per Share Amounts)


<TABLE>
<CAPTION>
                                                                                           THREE MONTHS ENDED
                                                                                                MARCH 31,
                                                                                        1997                 1996
<S>                                                                               <C>                  <C>

NET OPERATING REVENUES
   Natural Gas Production.....................................................    $    47,185          $    33,608
   Crude Oil & Condensate.....................................................          3,204                2,659
   Brokered Natural Gas Margin................................................            497                2,090
   Other......................................................................          1,906                2,841
                                                                                     --------             --------
                                                                                       52,792               41,198
OPERATING EXPENSES
   Direct Operations..........................................................          7,069                6,822
   Exploration................................................................          3,627                2,353
   Depreciation, Depletion and Amortization...................................         10,504                9,753
   Impairment of Unproved Properties..........................................            723                  705
   General and Administrative.................................................          4,156                3,737
   Taxes Other Than Income....................................................          4,082                3,404
                                                                                      -------             --------
                                                                                       30,161               26,774
Gain on Sale of Assets........................................................             83                1,505
                                                                                    ---------             --------
INCOME FROM OPERATIONS........................................................         22,714               15,929
Interest Expense..............................................................          4,561                4,849
                                                                                      -------             --------
Income Before Income Taxes....................................................         18,153               11,080
Income Tax Expense............................................................          7,069                4,431
                                                                                      -------             --------
NET INCOME....................................................................         11,084                6,649
Dividend Requirement on Preferred Stock.......................................          1,391                1,391
                                                                                      -------             --------
Net Income Available to Common Stockholders...................................    $     9,693          $     5,258
                                                                                      =======             ========

Earnings Per Share Available to Common........................................    $      0.42          $      0.23
                                                                                     ========            =========

Average Common Shares Outstanding.............................................         22,855               22,793
                                                                                      =======              =======
</TABLE>


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


                                      -3-
<PAGE>



                           CABOT OIL & GAS CORPORATION

                CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
                                 (In Thousands)


<TABLE>
<CAPTION>

                                                                                    MARCH 31,          DECEMBER 31,
                                                                                      1997                 1996
<S>                                                                              <C>                 <C>

Current Assets
   Cash and Cash Equivalents..................................................   $      5,822        $       1,367
   Accounts Receivable........................................................         39,653               67,810
   Inventories................................................................          5,156                8,797
   Other......................................................................          1,788                1,663
                                                                                     --------             --------
     Total Current Assets.....................................................         52,419               79,637
Properties and Equipment (Successful Efforts Method)..........................        480,683              480,511
Other Assets..................................................................            685                1,193
                                                                                     --------             --------
                                                                                 $    533,787        $     561,341
                                                                                     ========             ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts Payable...........................................................   $     39,392        $      56,338
   Accrued Liabilities........................................................         16,425               16,279
                                                                                     --------             --------
     Total Current Liabilities................................................         55,817               72,617
Long-Term Debt................................................................        222,000              248,000
Deferred Income Taxes.........................................................         75,982               69,427
Other Liabilities.............................................................         10,116               10,593
Stockholders' Equity
   Preferred Stock:
     Authorized--5,000,000 Shares of $.10 Par Value
     Issued and Outstanding - $3.125 Cumulative Convertible
       Preferred;  $50  Stated  Value;  692,439  Shares  in 1997  and  1996 - 6%
       Convertible Redeemable Preferred; $50
       Stated Value; 1,134,000 Shares in 1997 and 1996........................            183                  183
   Common Stock:
     Authorized--40,000,000 Shares of $.10 Par Value
     Issued and Outstanding--22,865,078 Shares and
       22,847,345 Shares in 1997 and 1996, Respectively.......................          2,286                2,284
   Additional Paid-in Capital.................................................        243,672              243,283
   Accumulated Deficit........................................................        (76,268)             (85,046)
                                                                                     --------             --------
     Total Stockholders' Equity...............................................        169,873              160,704
                                                                                     --------             --------
                                                                                 $    533,787        $     561,341
                                                                                     ========             ========
</TABLE>

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


                                      -4-
<PAGE>


                           CABOT OIL & GAS CORPORATION
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                          THREE MONTHS ENDED
                                                                                               MARCH 31,
                                                                                      1997                  1996
<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income...............................................................    $     11,084         $       6,649
   Adjustment to Reconcile Net Income To Cash
     Provided by Operating Activities:
       Depletion, Depreciation and Amortization.............................          10,504                 9,753
       Impairment of Undeveloped Leasehold..................................             723                   705
       Deferred Income Taxes................................................           6,555                 4,297
       (Gain) Loss on Sale of Assets........................................             (83)               (1,505)
       Exploration Expense..................................................           3,627                 2,353
       Other, Net...........................................................              33                    42
   Changes in Assets and Liabilities:
       Accounts Receivable..................................................          28,157               (11,838)
       Inventories..........................................................           3,641                 1,483
       Other Current Assets.................................................            (125)                  549
       Other Assets.........................................................             508                   (24)
       Accounts Payable and Accrued Liabilities.............................         (16,920)                3,064
       Other Liabilities....................................................            (283)                  554
                                                                                     -------               -------
         Net Cash Provided by Operating Activities..........................          47,421                16,082
                                                                                     -------               -------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital Expenditures.....................................................         (11,582)              (14,337)
   Proceeds from Sale of Assets.............................................             303                 4,468
   Exploration Expense......................................................          (3,627)               (2,353)
                                                                                     -------               -------
         Net Cash Used by Investing Activities..............................         (14,906)              (12,222)
                                                                                     -------               -------

CASH FLOWS FROM FINANCING ACTIVITIES
   Sale of Common Stock.....................................................             246                   165
   Decrease in Debt.........................................................         (26,000)               (1,000)
   Dividends Paid...........................................................          (2,306)               (2,303)
                                                                                     -------               -------
         Net Cash Used by Financing Activities..............................         (28,060)               (3,138)
                                                                                     -------               -------

Net Increase in Cash and Cash Equivalents...................................           4,455                   722
Cash and Cash Equivalents, Beginning of Period..............................           1,367                 3,029
                                                                                     -------               -------
Cash and Cash Equivalents, End of Period....................................    $      5,822         $       3,751
                                                                                     =======               =======
</TABLE>


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


                                      -5-
<PAGE>


                           CABOT OIL & GAS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



1.  FINANCIAL STATEMENT PRESENTATION

    During interim  periods,  the Company  follows the  accounting  policies set
forth in its  Annual  Report to  Stockholders  and its Report on Form 10-K filed
with the  Securities  and Exchange  Commission.  Users of financial  information
produced for interim periods are encouraged to refer to the footnotes  contained
in the Annual Report to Stockholders when reviewing interim financial results.

    In the opinion of management,  the accompanying interim financial statements
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments, necessary for a fair presentation.

2.  PROPERTIES AND EQUIPMENT

    Properties and equipment are comprised of the following:
<TABLE>
<CAPTION>
                                                                                 MARCH 31,            DECEMBER 31,
                                                                                   1997                   1996
                                                                                          (in thousands)
<S>                                                                        <C>                      <C>          
    Unproved oil and gas properties....................................... $       15,514           $      15,746
    Proved oil and gas properties.........................................        822,778                 811,726
    Gathering and pipeline systems........................................        150,929                 150,910
    Land, building and improvements.......................................          5,240                   5,221
    Other.................................................................         16,107                  16,028
                                                                                ---------               ---------
                                                                                1,010,568                 999,631
    Accumulated depreciation, depletion and amortization..................       (529,885)               (519,120)
                                                                                ---------               ---------
                                                                           $      480,683           $     480,511
                                                                                =========               =========
</TABLE>

3.  ADDITIONAL BALANCE SHEET INFORMATION

    Certain balance sheet amounts are comprised of the following:
<TABLE>
<CAPTION>
                                                                                 MARCH 31,            DECEMBER 31,
                                                                                   1997                   1996
                                                                                            (in thousands)
<S>                                                                        <C>                      <C>         
     Accounts Receivable
       Trade accounts....................................................  $       34,883           $     63,458
       Other accounts....................................................           5,399                  5,021
                                                                                  -------                -------
                                                                                   40,282                 68,479
       Allowance for doubtful accounts...................................            (629)                  (669)
                                                                                 --------                -------
                                                                           $       39,653           $     67,810
                                                                                  =======                =======
     Accounts Payable
       Trade accounts....................................................  $        9,889           $     12,277
       Natural gas purchases.............................................           7,138                 20,726
       Royalty and other owners..........................................          11,930                 13,469
       Capital costs.....................................................           4,642                  5,409
       Dividends payable.................................................           1,391                  1,391
       Taxes other than income...........................................           1,053                  1,170
       Other accounts....................................................           3,349                  1,896
                                                                                  -------                -------
                                                                           $       39,392           $     56,338
                                                                                  =======                =======
</TABLE>


                                      -6-
<PAGE>


                           CABOT OIL & GAS CORPORATION

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - continued



3.  ADDITIONAL BALANCE SHEET INFORMATION, continued
<TABLE>
<CAPTION>
                                                                                 MARCH 31,            DECEMBER 31,
                                                                                   1997                   1996
                                                                                            (in thousands)
<S>                                                                         <C>                     <C>         
     Accrued Liabilities
       Employee benefits.................................................   $       2,882           $      4,432
       Taxes other than income...........................................           7,896                  8,407
       Interest payable..................................................           3,998                  2,188
       Other accrued.....................................................           1,649                  1,252
                                                                                  -------               --------
                                                                            $      16,425           $     16,279
                                                                                  =======                =======
     Other Liabilities
       Postretirement benefits other than pension........................   $       1,659           $      1,853
       Accrued pension cost..............................................           4,149                  4,022
       Taxes other than income and other.................................           4,308                  4,718
                                                                                  -------                -------
                                                                            $      10,116           $     10,593
                                                                                  =======                =======
</TABLE>

4.   LONG-TERM DEBT

     At March 31,  1997,  the  Company  had  borrowed  $142  million  against an
available  credit line of $235 million.  The available credit line is subject to
adjustment  from  time-to-time  on the basis of the projected  present value (as
determined by a petroleum  engineer's report  incorporating  certain assumptions
provided by the lender) of  estimated  future net cash flows from proved oil and
gas reserves and other  assets.  The revolving  term under this credit  facility
presently ends in June 1998 and is subject to renewal.

5.   ACCOUNTING FOR LONG-LIVED ASSETS

     The  Company  adopted  SFAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of" in 1995. If the
Company determines that an impairment event has occurred, through either adverse
changes or a periodic review,  the impairment is made on an economic unit basis.
The  Company  performs  a  periodic  review  of all  fields to  determine  if an
impairment event has occurred.



                                      -7-
<PAGE>


Independent Certified Public Accountants' Report on Review of Interim
 Financial Information


To the Board of Directors and Shareholders
Cabot Oil & Gas Corporation:


     We have reviewed the accompanying  condensed  consolidated balance sheet of
Cabot Oil & Gas  Corporation  as of March 31,  1997,  and the related  condensed
consolidated  statements of operations and cash flows for the three month period
ended March 31, 1997 and 1996. These financial statements are the responsibility
of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole.
Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the accompanying consolidated financial statements for them to
be in conformity with generally accepted accounting principles.

     We have previously  audited, in accordance with generally accepted auditing
standards,  the  consolidated  balance  sheet as of December 31,  1996,  and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for the year then ended (not presented  herein);  and, in our report dated
March 7,  1997,  we  expressed  an  unqualified  opinion  on those  consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed  consolidated  balance sheet as of December 31, 1996, is
fairly  stated  in all  material  respects,  in  relation  to  the  consolidated
financial statements from which it has been derived.


                                      Coopers & Lybrand L.L.P.

Houston, Texas
May 13, 1997


                                      -8-
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
 OF OPERATIONS

       The  following  review of operations  for the first  quarters of 1997 and
1996 should be read in  conjunction  with the Condensed  Consolidated  Financial
Statements of the Company and the Notes thereto included  elsewhere in this Form
10-Q and with the  Consolidated  Financial  Statements,  Notes and  Management's
Discussion  and Analysis  included in the Company's Form 10-K for the year ended
December 31, 1996.

Overview

       In addition to the substantial up swing in gas prices, the 6% increase in
production to 16.0 Bcfe also  contributed  to the first quarter  performance  of
1997 with  record  earnings.  Operating  cash flows were also up  significantly,
increasing  $31.3  million  over  the same  quarter  in 1996.  Cash  flows  from
operations funded (1) the $15.2 million of capital and exploration  expenditures
and (2) a $26.0 million reduction in outstanding debt.

       The Company drilled 17.6 net wells with a success rate of 83% compared to
35.8 net wells and a 91% success rate in the first  quarter of 1996. In 1997 the
Company  plans to drill  157 net wells and spend  $79  million  in  capital  and
exploration  expenditures  compared  to 154 net wells and $73 million of capital
and exploration expenditures in 1996.

       Natural  gas  production  was 15.1 Bcf,  up 0.9 Bcf  compared to the 1996
first  quarter.  This  production  increase was due primarily to new  production
brought on by the expanded drilling program of 154 net wells in 1996 compared to
only 55 net wells  drilled  in 1995 and to an  average of 135 net wells per year
over the previous five years.

       The  Company's  strategic  pursuits  are  sensitive  to energy  commodity
prices,  particularly the price of natural gas. While gas prices in most regions
of the U.S. were up sharply in January of 1997, gas prices  dropped  markedly in
February and March of 1997,  demonstrating  significant  price volatility in the
first quarter of 1997. Consequently, there is considerable uncertainty about gas
prices for the remainder of this year and beyond.

       The Company remains  focused on the following  goals  established in 1995
and believes  that  progress  toward these goals is  appropriate  in the current
industry  environment,  enabling the Company to pursue its strategic  objectives
over the long term.

       (*)  Increase  cash flows,  using a balance of increased  production  and
           reduced costs.  Significant  progress has been made toward this goal,
           and the  Company  expects to be  profitable  in 1997 if the Henry Hub
           average price is $1.80 or more,  assuming a  traditional  correlation
           between  Henry Hub prices and prices  realized  by the Company in its
           regional markets.

       (*)  Maintain  reserves per share while increasing  production to protect
           long-term  shareholder  value. An aggressive 1997 drilling program is
           designed to result in 1997 production  exceeding 1996, while reserves
           are also expected to increase.

       (*)  Reduce debt as a percentage of total capitalization without diluting
           existing  shareholder  value.  To achieve this goal,  project returns
           will be compared with the marginal cost of debt when deciding whether
           to reinvest or pay down debt. Other financing  alternatives will also
           be reviewed.

       The preceding paragraphs, discussing the Company's strategic pursuits and
goals, contains forward-looking  information. See Forward-Looking Information on
page 14.


                                      -9-
<PAGE>


       In  February  1997,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards No. 128, Earnings per Share ("SFAS
128") and Statement of Financial  Accounting  Standards  No. 129,  Disclosure of
Information  about Capital  Structure  ("SFAS 129").  These  statements  will be
adopted by the Company  effective  December 31, 1997.  SFAS 128  simplifies  the
computation  of  earnings  per share by  replacing  primary  and  fully  diluted
presentations with the new basic and diluted  disclosures.  SFAS 129 establishes
standards for disclosing  information about an entity's capital  structure.  The
Company has not determined the impact of these  pronouncements  on its financial
statements.

Financial Condition

       Capital Resources and Liquidity

       The Company's  capital resources consist primarily of cash flows from its
oil and gas properties and  asset-based  borrowing  supported by its oil and gas
reserves. The Company's level of earnings and cash flows depend on many factors,
including the price of oil and natural gas and its ability to control and reduce
costs.  Demand  for oil  and  gas has  historically  been  subject  to  seasonal
influences  characterized by peak demand and higher prices in the winter heating
season.  Natural  gas prices and demand  were up  significantly  in January  but
trended down in February and March due to milder than normal  winter  heating in
the first quarter of 1997.

       The primary  source of cash for the Company  during the first  quarter of
1997 was from funds generated from  operations.  Primary uses of cash were funds
used in operations, exploration and development expenditures,  repayment of debt
and dividends.

       The Company had a net cash inflow of $4.5 million in the first quarter of
1997.  Net cash inflow from  operating and financing  activities  totalled $19.3
million  in the  current  quarter,  sufficiently  funding  the $15.2  million of
capital and exploration expenditures.
<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                    1997                   1996
                                                                                            (in millions)

<S>                                                                           <C>                     <C>       
Cash Flows Provided by Operating Activities...............................    $      47.4             $     16.1
                                                                                   ======                 ======
</TABLE>

    Cash flows from  operating  activities in the 1997 first quarter were higher
by $31.3 million compared to the corresponding  quarter of 1996 primarily due to
higher natural gas prices and favorable changes in working capital.
<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                    1997                   1996
                                                                                            (in millions)
<S>                                                                           <C>                     <C>
Cash Flows Used by Investing Activities...................................    $      14.9             $     12.2
                                                                                   ======                  =====
</TABLE>

    Cash flows used by investing  activities  in the first  quarters of 1997 and
1996 were substantially  attributable to capital and exploration expenditures of
$15.2 million and $16.7 million, respectively. Proceeds from the sale of certain
oil and gas  properties in the first quarters of 1997 and 1996 were $0.3 million
and $4.5 million, respectively.
<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                    1997                   1996
                                                                                            (in millions)
<S>                                                                           <C>                     <C>
Cash Flows Used by Financing Activities...................................    $      28.1             $      3.1
                                                                                    =====                 ======
</TABLE>


                                      -10-
<PAGE>


    Cash flows used by financing activities were primarily debt reductions under
the Company's revolving credit facility and dividend payments.

    Under the Company's  revolving credit  facility,  the available credit line,
currently  $235 million,  is subject to adjustment on the basis of the projected
present  value of  estimated  future  net cash  flows  from  proved  oil and gas
reserves and other  assets.  The revolving  term of the credit  facility runs to
June 1998. Management believes that the Company's has the ability to finance, if
necessary, its capital requirements, including acquisitions.

    The  Company's  1997 debt service is  projected  to be  approximately  $18.3
million. No principal payments are due in 1997.

    Capitalization information on the Company is as follows:
<TABLE>
<CAPTION>
                                                                                 MARCH 31,            DECEMBER 31,
                                                                                   1997                   1996
                                                                                            (in millions)
<S>                                                                           <C>                     <C>       
Long-Term Debt............................................................    $     222.0             $    248.0
Stockholders' Equity
    Common Stock..........................................................           78.6                   69.4
    Preferred Stock.......................................................           91.3                   91.3
                                                                                   ------                  -----
    Total    .............................................................          169.9                  160.7
                                                                                    -----                  -----

Total Capitalization......................................................    $     391.9             $    408.7
                                                                                    =====                  =====
Debt to Capitalization....................................................           56.7%                  60.7%
</TABLE>


    Capital and Exploration Expenditures

    The following  table  presents major  components of capital and  exploration
expenditures:
<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                     1997                  1996
                                                                                            (in millions)
     <S>                                                                       <C>                     <C>       
     Capital Expenditures
           Drilling and Facilities..........................................   $      10.2             $     11.5
           Leasehold Acquisitions...........................................           1.1                    0.4
           Pipeline and Gathering ..........................................           0.2                    0.2
           Other............................................................           0.1                    0.2
                                                                                     -----                 ------
                                                                                      11.6                   12.3
                                                                                     -----                 ------
           Proved Property Acquisitions.....................................          --                      2.0
     Exploration Expenses...................................................           3.6                    2.4
                                                                                    ------                 ------
           Total............................................................   $      15.2             $     16.7
                                                                                    ======                 ======
</TABLE>


     Total  capital and  exploration  expenditures  in the first quarter of 1997
decreased  $1.5 million  compared to the same quarter of 1996,  primarily due to
weather related delays that slowed drilling activity.

     The Company generally funds most of its capital and exploration activities,
excluding  oil  and  gas  property   acquisitions,   with  cash  generated  from
operations,  and budgets such capital  expenditures  based upon  projected  cash
flows, exclusive of acquisitions.

     The Company has a $79.2 million capital and exploration expenditures budget
for 1997 which includes $54.0 million for drilling and facilities, $14.9 million
for  exploration  expenses  and $1.2 million for proved  property  acquisitions.
Compared  to 1996  capital  and  exploration  expenditures,  the  1997  budgeted



                                      -11-
<PAGE>


expenditures  are up 15%.  The  Company  plans  to drill  157 net  wells in 1997
compared with 154 net wells drilled in 1996.

     During the first  quarter  of 1997,  the  Company  paid  dividends  of $0.9
million  on the  Common  Stock  and $1.4  million  in  aggregate  on the  $3.125
convertible  preferred stock and 6% convertible  redeemable  preferred  stock. A
regular dividend of $0.04 per share of Common Stock was declared for the quarter
ending June 30, 1997,  to be paid May 30, 1997 to  shareholders  of record as of
May 16, 1997.

     Conclusion

     The Company's financial results depend upon many factors,  particularly the
price of natural gas, and its ability to market gas on  economically  attractive
terms.  While the  Company's  natural  gas prices  rose  sharply in January  and
trended down in February  and March of 1997,  the average  produced  natural gas
sales  price  received  in the first  quarter  of 1997 was up 32% over the first
quarter in 1996.  The  volatility  of natural gas prices in recent years remains
prevalent  in 1997 with wide  price  swings in  day-to-day  trading on the Nymex
futures market. Given this continued price volatility, management cannot predict
with certainty  what pricing  levels will be for the remainder of 1997.  Because
future cash flows are subject to such variables,  there can be no assurance that
the Company's  operations will provide cash sufficient to fully fund its capital
expenditures if prices should return to the depressed levels of 1995.

     While the Company's  1997 plans  include a significant  increase in capital
spending,  potentially negative changes in industry conditions might require the
Company to adjust its 1997 spending plan to ensure the  availability of capital,
including,  among other  things,  reductions in capital  expenditures  or common
stock dividends.

     The Company  believes its capital  resources,  supplemented,  if necessary,
with external financing, are adequate to meet its capital requirements.

     The  preceding   paragraph  contains   forward-looking   information.   See
Forward-Looking Information on page 14.


                                      -12-
<PAGE>


Results of Operations

     For the purpose of reviewing  the  Company's  results of  operations,  "Net
Income" is defined as net income available to common shareholders.

     Selected Financial and Operating Data
<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED MARCH 31,
                                                                                     1997                   1996
                                                                                   (in millions, except where noted)

<S>                                                                            <C>                     <C>       
Net Operating Revenues......................................................   $      52.8             $     41.2
Operating Expenses..........................................................          30.2                   26.8
Operating Income............................................................          22.7                   15.9
Interest Expense............................................................           4.6                    4.8
Net Income..................................................................           9.7                    5.3
Earnings Per Share..........................................................   $      0.42             $     0.23

Natural Gas Production (Bcf)
     Appalachia.............................................................           6.6                    6.7
     West...................................................................           8.5                    7.5
                                                                                     -----                  -----
     Total Company..........................................................          15.1                   14.2
                                                                                     =====                  =====

Natural Gas Production Sales Prices ($/Mcf)
     Appalachia.............................................................   $      3.71             $     3.00
     West...................................................................   $      2.66             $     1.81
     Total Company..........................................................   $      3.12             $     2.37

Crude/Condensate
     Volume (MBbl)..........................................................           142                     136
     Price $/Bbl............................................................   $     22.59             $    19.55

Brokered Natural Gas Margin
     Volume (Bcf)...........................................................           9.1                    9.4
     Margin $/Mcf...........................................................   $      0.05             $     0.22
</TABLE>


     First Quarters of 1997 and 1996 Compared

     Net Income  and  Revenues.  The  Company  reported  net income in the first
quarter  1997 of $9.7  million,  or $0.42 per share.  During  the  corresponding
quarter of 1996, the Company  reported net income of $5.3 million,  or $0.23 per
share.  Operating income and operating revenues increased $6.8 million and $11.6
million,  respectively.  Natural  gas  made up 89%,  or  $47.2  million,  of net
operating  revenue.  The increase in net operating revenues was driven primarily
by a 32% increase in the average natural gas price, and in part by a 6% increase
in natural gas production as discussed  below.  Net income and operating  income
were similarly impacted by the increase in the average natural gas price.

     Natural  gas  production  volume in the  Appalachian  Region was  virtually
unchanged at 6.6 Bcf. Natural gas production volume in the Western Region was up
1.0 Bcf to 8.5 Bcf due  primarily  to new  production  brought on by drilling in
1996.

     The average  Appalachian natural gas production sales price increased $0.71
per Mcf, or 24%, to $3.71,  increasing net operating revenues by $4.7 million on
6.6 Bcf of production. In the Western Region, the



                                      -13-
<PAGE>


average  natural gas production  sales price increased $0.85 per Mcf, or 47%, to
$2.66,  increasing  net  operating  revenues  by  $7.2  million  on  8.5  Bcf of
production.  The overall  weighted  average  natural gas production  sales price
increased $0.75 per Mcf, or 32%, to $3.12.

     Crude oil and  condensate  sales volumes were up 6 MBbl, or 4%, to 142 MBbl
while crude oil prices  increased  $3.04 per Bbl, or 16%, to $22.59,  increasing
net operating revenues by approximately $0.4 million.

     The  brokered  natural gas margin  decreased  $1.6  million to $0.5 million
primarily  due to a $0.17 per Mcf  decrease  in the net margin to $0.05 per Mcf.
Brokered gas market  conditions in the first quarter of 1996 were  exceptionally
good.  While market conditions in the first  quarter of 1997 were less favorable
than normal, they  were  more  comparable to  the  first  quarter  of 1995  with
a $0.07 per Mcf margin.

     Other net  operating  revenues  decreased  $0.9 million to $1.9 million due
primarily to net miscellaneous  revenues in the first quarter of 1996 related to
a contract settlement.

     Costs and Expenses.  Total costs and  expenses  from  recurring  operations
increased $3.4 million, or 13%, due primarily to the following:

      (*)  Exploration  expense  increased $1.3 million,  or 54%, due to the dry
          hole  expenses  related to the  expanded  exploration  activity in the
          drilling program for 1997.

      (*)  Depreciation,   depletion,   amortization   and  impairment   expense
          increased  $0.8  million,  or 7%, due to the  increase  in  equivalent
          production.

      (*)  Taxes other than income  increased  $0.7 million,  or 20%, due to the
          increase in natural gas production revenues.

      (*)  General and administrative  expenses increased $0.4 million,  or 11%,
          due to the timing of certain compensation  expenses which were accrued
          later in 1996.

     Interest expense declined $0.3 million due to decreases in bank debt.

     Income tax expense was up $2.6  million due to the  comparable  increase in
earnings before income tax.



                                      * * *

     Forward-Looking Information

     The statements  regarding future financial  performance and results and the
other  statements  which are not historical  facts  contained in this report are
forward-looking   statements.   The  words  "expect,"   "project,"   "estimate,"
"predict,"   and   similar   expressions   are   also   intended   to   identify
forward-looking  statements.  Such statements  involve risks and  uncertainties,
including, but not limited to, market factors, market prices (including regional
basis  differentials)  of natural gas and oil,  results of future  drilling  and
marketing  activity,  future  production  and costs and other  factors  detailed
herein and in the Company's other  Securities and Exchange  Commission  filings.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect, actual outcomes may vary materially from
those indicated.


                                      -14-
<PAGE>


                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

       (a)    Exhibits

              15.1  --  Awareness letter of independent accountants.
              27    --  Article 5. Financial Data Schedule for First Quarter
                         1997 Form 10-Q

       (b)    Reports on Form 8-K
                   None



                                      -15-
<PAGE>


SIGNATURE

       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                         CABOT OIL & GAS CORPORATION
                                                (Registrant)




                                         By: /s/ Ray R. Seegmiller
                                         ---------------------------    
May 13, 1997                             Ray R. Seegmiller, Executive Vice
                                         President and Chief Operating Officer


                                        (Principal Financial Officer and
                                         Officer Duly Authorized to Sign
                                         on Behalf of the Registrant)



                                      -16-
<PAGE>
                                                                EXHIBIT 15.1


Coopers & Lybrand L.L.P. Awareness Letter


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C.  20549


Re:    Cabot Oil & Gas Corporation
       Registration Statements on Form S-8



We are aware that our  report  dated May 13,  1997 on our review of the  interim
consolidated  financial information of Cabot Oil & Gas Corporation for the three
month  period  ended March 31,  1997 and 1996 and  included in this Form 10-Q is
incorporated by reference in the Company's  registration  statements on Form S-8
filed with the Securities and Exchange  Commission on June 23, 1990, November 1,
1993 and May 20, 1994. Pursuant to Rule 436(c) under the Securities Act of 1933,
this  report  should  not be  considered  a part of the  registration  statement
prepared or certified by us within the meanings of Section 7 and 11 of the Act.


                                                                            
                                        Coopers & Lybrand L.L.P.

Houston, Texas
May 13, 1997



                                      -17-
<PAGE>

<TABLE> <S> <C>

    <ARTICLE>                       5
    <MULTIPLIER>                    1,000
           
    <S>                                                           <C>
    <PERIOD-TYPE>                                                 3-MOS
    <FISCAL-YEAR-END>                                             DEC-31-1997
    <PERIOD-END>                                                  MAR-31-1997
    <CASH>                                                              5,822
    <SECURITIES>                                                            0
    <RECEIVABLES>                                                      40,281
    <ALLOWANCES>                                                         (629)
    <INVENTORY>                                                         5,156
    <CURRENT-ASSETS>                                                   52,419
    <PP&E>                                                          1,012,044
    <DEPRECIATION>                                                   (531,361)
    <TOTAL-ASSETS>                                                    533,787
    <CURRENT-LIABILITIES>                                              55,817
    <BONDS>                                                           222,000
    <COMMON>                                                          154,820
                                                       0
                                                            91,321
    <OTHER-SE>                                                        (76,268)
    <TOTAL-LIABILITY-AND-EQUITY>                                      533,787
    <SALES>                                                            50,886
    <TOTAL-REVENUES>                                                   52,792
    <CGS>                                                              30,161
    <TOTAL-COSTS>                                                      30,161
    <OTHER-EXPENSES>                                                        0
    <LOSS-PROVISION>                                                        0
    <INTEREST-EXPENSE>                                                  4,561
    <INCOME-PRETAX>                                                    18,153
    <INCOME-TAX>                                                        7,069
    <INCOME-CONTINUING>                                                 9,693
    <DISCONTINUED>                                                          0
    <EXTRAORDINARY>                                                         0
    <CHANGES>                                                               0
    <NET-INCOME>                                                        9,693
    <EPS-PRIMARY>                                                           0
    <EPS-DILUTED>                                                           0
            

</TABLE>


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