COG Cabot Oil and Gas Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 24, 2014

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (281) 589-4600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 2.02                                           Results of Operations and Financial Condition.

On July 24, 2014, we issued a press release with respect to our 2014 second quarter earnings.  The press release is furnished as Exhibit 99.1 to this Current Report.  The press release contains certain measures (discussed below) which may be deemed “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended.  In each case, the most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP measures is also included in the press release.

Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

From time to time management discloses Discretionary Cash Flow, Net Income Excluding Selected Items, Earnings per Share Excluding Selected Items and Net Debt calculations and ratios.  These non-GAAP financial measures, to the extent included in Exhibit 99.1, are reconciled to the most comparable GAAP financial measures in Exhibit 99.1.

Discretionary Cash Flow is defined as net income plus non-cash charges and dry hole expense.  Discretionary Cash Flow is widely accepted as a financial indicator of an oil and gas company’s ability to generate cash which is used to internally fund exploration and development activities, pay dividends and service debt.  Discretionary Cash Flow is presented based on management’s belief that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies that use the full cost method of accounting for oil and gas producing activities or have different financing and capital structures or tax rates.  Discretionary Cash Flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities, as defined by GAAP, or as a measure of liquidity, or an alternative to net income.

Net Income Excluding Selected Items and Earnings per Share Excluding Selected Items are presented based on management’s belief that these non-GAAP measures enable a user of the financial information to understand the impact of these items on reported results.  Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods.  Net Income and Earnings per Share Excluding Selected Items is not a measure of financial performance under GAAP and should not be considered as an alternative to net income and earnings per share, as defined by GAAP.

The total debt to total capitalization ratio is calculated by dividing total debt by the sum of total debt and total stockholders’ equity.  This ratio is a measurement which is presented in our annual and interim filings and management believes this ratio is useful to investors in determining the Company’s leverage.  Net Debt and the Net Debt to Total Capitalization ratio are non-GAAP measures which have been presented in Exhibit 99.1.  Net Debt is calculated by subtracting cash and cash equivalents from total debt.  Management believes that these measurements are also useful to investors since the Company has the ability to and may decide to use a portion of its cash and cash equivalents to retire debt.  Additionally, as the Company may incur additional expenditures without increasing debt, it is appropriate to apply cash and cash equivalents to debt in calculating the Net Debt to Total Capitalization ratio.

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Item 9.01                                           Financial Statements and Exhibits.

(d)                                 Exhibits

99.1                        Press release issued by Cabot Oil & Gas Corporation dated July 24, 2014.

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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 hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Cabot Oil & Gas Corporation Announces Second Quarter 2014 Financial and Operating Results

HOUSTON, July 24, 2014/PRNewswire/ — Cabot Oil & Gas Corporation (NYSE: COG) today reported its financial and operating results for the second quarter of 2014. Highlights for the quarter include:

·                  Production of 127.6 billion cubic feet equivalent (Bcfe), an increase of 34 percent over last year’s comparable quarter

·                  Liquids production (crude oil/condensate/natural gas liquids) of 961,000 barrels, an increase of 26 percent over last year’s comparable quarter as reported and an increase of 64 percent pro forma for last year’s Mid-Continent and West Texas asset sales

·                  Crude oil and condensate production of 869,000 barrels, an increase of 25 percent over last year’s comparable quarter as reported and an increase of 65 percent pro forma for last year’s Mid-Continent and West Texas asset sales

·                  Net income excluding selected items of $115.3 million, an increase of 21 percent over last year’s comparable quarter

·                  Discretionary cash flow of $332.3 million, an increase of 12 percent over last year’s comparable quarter

·                  Total unit costs (including financing) of $2.59 per thousand cubic feet equivalent (Mcfe), a 16 percent improvement over last year’s comparable quarter

Second Quarter 2014 Financial Results

Equivalent production in the second quarter of 2014 was 127.6 Bcfe, consisting of 121.8 billion cubic feet (Bcf) of natural gas and 961,000 barrels of liquids. These figures represent increases of 34 percent, 34 percent, and 26 percent, respectively. “Our total liquids volumes increased 40 percent sequentially—with crude oil and condensate volumes increasing 44 percent—due to strong well performance from new Eagle Ford wells that were placed on production during the quarter,” commented Dan O. Dinges, Chairman, President, and Chief Executive Officer.

Cash flow from operations in the second quarter of 2014 was $329.6 million, compared to $277.3 million in the second quarter of 2013. Discretionary cash flow in the second quarter of 2014 was $332.3 million, compared to $297.1 million in the second quarter of 2013. Net income in the second quarter of 2014 was $118.4 million, or $0.28 per share, compared to $89.1 million, or $0.21 per share, in the second quarter of 2013. Excluding the effect of selected items (detailed in the table below), net income was $115.3 million, or $0.28 per share, in the second quarter of 2014, compared to $95.0 million, or $0.22 per share, in the second quarter of 2013.

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Natural gas price realizations, including the effect of hedges, were $3.47 per thousand cubic feet (Mcf) in the second quarter of 2014, down 15 percent compared to the second quarter of 2013. Excluding the impact of hedges, natural gas price realizations for the quarter were $3.78 per Mcf, representing an $0.89 discount to NYMEX settlement prices. Oil price realizations, including the effect of hedges, were $98.84 per barrel (Bbl), down 3 percent compared to the second quarter of 2013. “Despite lower realized commodity prices, Cabot generated free cash flow during the quarter while growing equivalent production by 34 percent year-over-year,” stated Dinges.

Total per unit costs (including financing) decreased to $2.59 per Mcfe in the second quarter of 2014, down 16 percent from $3.10 per Mcfe in the second quarter of 2013. All operating expense categories decreased on a per unit basis relative to last year’s comparable quarter except for transportation and gathering expense, which increased as a result of slightly higher transportation rates and the commencement of new transportation agreements.

Year-To-Date 2014 Financial Results

Production during the six-month period ended June 30, 2014 was 247.5 Bcfe, consisting of 237.6 Bcf of natural gas and 1.6 million barrels of liquids. These figures represent increases of 34 percent, 35 percent, and 13 percent, respectively, compared to the six-month period ended June 30, 2013.

For the six-month period ended June 30, 2014, cash flow from operations was $584.9 million, compared to $490.0 million for the six-month period ended June 30, 2013. Discretionary cash flow was $651.8 million for the six-month period ended June 30, 2014, compared to $531.5 million for the six-month period ended June 30, 2013.

For the six-month period ended June 30, 2014, net income was $225.5 million, or $0.54 per share, compared to $131.9 million, or $0.32 per share, for the six-month period ended June 30, 2013.  Excluding the effect of selected items (detailed in the table below), net income was $225.0 million, or $0.54 per share, compared to $149.1 million, or $0.36 per share, for the six-month period ended June 30, 2013.

Hedging Update

Effective April 1, 2014, the Company elected to discontinue hedge accounting for its commodity derivatives on a prospective basis. Subsequent to April 1, 2014, the Company’s derivative instruments are accounted for on a mark-to-market basis with changes in fair value recognized in earnings; however, these mark-to-market adjustments will have no cash flow impact.  The Company recognized an unrealized mark-to-market gain of $12.9 million in the second quarter of 2014.

Operational Highlights

Marcellus Shale

During the second quarter of 2014, the Company averaged 1,258 million cubic feet (Mmcf) per day of net Marcellus production, an increase of 41 percent over the prior year’s comparable quarter.

“Our operations in the Marcellus continue to meet expectations across our acreage position,” said Dinges.  “We recently placed on production three pads that encompass the northern and eastern most reaches of our acreage with great success.”  Specifically, in aggregate these wells were completed with 191 frac stages and had an initial production (IP) rate of 238 Mmcf per day.  Dinges added, “While all of these wells are early in the production cycle,

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we expect estimated ultimate recoveries (EURs) per foot to be comparable to the results we disclosed at year-end.”

Eagle Ford Shale

Cabot’s net production in the Eagle Ford during the second quarter of 2014 was 10,308 barrels of oil equivalent (Boe) per day, an increase of 76 percent over the prior year’s comparable quarter. This included 9,784 barrels of liquids per day, an increase of 83 percent over the prior year’s comparable quarter.

During the second quarter of 2014, Cabot placed 10 wells on production that have produced for at least 30 days.  These wells achieved an average 30-day production rate of 840 Boe per day per well with a 92 percent oil cut from an average lateral length of 6,729 feet. “We continue to be pleased with the performance improvements in our Eagle Ford Program, with this most recent group of wells tracking above our 500,000 Boe type curve”, explained Dinges.

Financial Position and Liquidity

As of June 30, 2014, the Company’s net debt to adjusted capitalization ratio was 32.3 percent, compared to 33.8 percent at December 31, 2013 (detailed in the table below). The Company’s total debt was $1,193 million, of which $506 million is outstanding under the Company’s revolving credit facility. Total lender commitments under the revolving credit facility are $1.4 billion, with $893 million of available credit under the facility at June 30, 2014.

Conference Call

A conference call is scheduled for Thursday, July 24, 2014, at 9:30 a.m. Eastern Time to discuss second quarter 2014 financial and operating results. To access the live audio webcast, please visit the Investor Relations section of the Company’s website at www.cabotog.com. A replay of the call will also be available on the Company’s website. The latest financial guidance, including the Company’s hedge positions, is also available in the Investor Relations section of the Company’s website.

Cabot Oil & Gas Corporation, headquartered in Houston, Texas is a leading independent natural gas producer, with its entire resource base located in the continental United States. For additional information, visit the Company’s homepage at www.cabotog.com.

The statements regarding future financial performance and results and the other statements which are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, market factors, the market price (including regional basis differentials) of natural gas and oil, results of future drilling and marketing activity, future production and costs, and other factors detailed in the Company’s Securities and Exchange Commission filings.

FOR MORE INFORMATION CONTACT
Matt Kerin (281) 589-4642

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OPERATING DATA

(1)  These realized prices include the realized impact of derivative instrument settlements.

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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

(1) Includes the impact of the Company’s performance share awards, restricted stock, stock appreciation rights and expense associated with the Supplemental Employee Incentive Plan.

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CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

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Selected Item Review and Reconciliation of Net Income and Earnings Per Share

(In thousands, except per share amounts)

(1) Effective April 1, 2014, the Company elected to discontinue hedge accounting for its commodity derivatives on a prospective basis. The unrealized mark-to-market changes of our commodity derivative instruments are recorded in gain (loss) on derivative instruments in the Condensed Consolidated Statement of Operations.

Discretionary Cash Flow Calculation and Reconciliation

(In thousands)

Net Debt Reconciliation

(In thousands)

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