UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2007
PIONEER NATURAL RESOURCES COMPANY
(Exact name of Registrant as specified in its charter)
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Delaware |
1-13245 |
75-2702753 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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5205 N. O'Connor Blvd., Suite 200, Irving, Texas |
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75039 |
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(Address of principal executive offices) |
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(Zip Code) |
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(972) 444-9001 |
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(Registrant's telephone number, including area code) |
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Not applicable |
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(Former name or former address, if changed since last report) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
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Page |
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Item 2.02. Results of Operations and Financial Condition. |
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3 |
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Item 9.01. Financial Statements and Exhibits. |
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(d) Exhibits. |
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3 |
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Signature |
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4 |
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Exhibit Index |
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5 |
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2
Item 2.02. Results of Operations and Financial Condition.
On August 7, 2007, the Company issued the news release, with financial statements and schedules, that was attached as exhibit 99.1 to the Form 8-K furnished on that date by the Company. Subsequently, the Company determined that the furnished schedule entitled “Supplemental Non-GAAP Financial Measures” contained certain clerical errors. Attached hereto as Exhibit 99.1 is the corrected schedule.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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99.1 — |
Corrected “Supplemental Non-GAAP Financial Measures” schedule to news release, dated August 7, 2007, titled “Pioneer Reports Strong Production Growth and Earnings for the Second Quarter 2007”. |
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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 hereunto duly authorized.
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PIONEER NATURAL RESOURCES COMPANY |
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By: |
/s/ Darin G. Holderness |
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Darin G. Holderness |
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Vice President and Chief Accounting Officer |
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Dated: August 28, 2007 |
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4
EXHIBIT INDEX
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Exhibit Number |
Exhibit Title |
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99.1(a) |
Corrected "Supplemental Non-GAAP Financial Measures" schedule to news release, dated August 7, 2007, titled “Pioneer Reports Strong Production Growth and Earnings for the Second Quarter 2007”. |
___________
(a) Furnished herewith.
5
EXHIBIT 99.1
PIONEER NATURAL RESOURCES COMPANY
SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES
(in thousands)
(Unaudited)
EBITDAX and discretionary cash flow ("DCF") (as defined below) are presented herein, and reconciled to the generally accepted accounting principle ("GAAP") measures of net income and net cash provided by operating activities because of their wide acceptance by the investment community as financial indicators of a company's ability to internally fund exploration and development activities and to service or incur debt. The Company also views the non-GAAP measures of EBITDAX and DCF as useful tools for comparisons of the Company's financial indicators with those of peer companies that follow the full cost method of accounting. EBITDAX and DCF should not be considered as alternatives to net income or net cash provided by operating activities, as defined by GAAP.
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Net income |
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$ |
36,480 |
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$ |
88,039 |
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$ |
66,073 |
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$ |
631,246 |
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Depletion, depreciation and amortization |
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103,979 |
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87,984 |
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196,117 |
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170,390 |
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Impairment of long-lived assets |
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17,891 |
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— |
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17,891 |
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— |
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Exploration and abandonments |
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69,790 |
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41,618 |
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146,162 |
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124,260 |
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Hurricane activity |
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47,000 |
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— |
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66,000 |
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42,000 |
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Loss on extinguishment of debt |
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— |
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8,076 |
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— |
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8,076 |
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Accretion of discount on asset retirement obligations |
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2,146 |
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1,154 |
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4,204 |
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2,302 |
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Interest expense |
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30,502 |
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22,766 |
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58,996 |
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59,342 |
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Income tax provision |
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16,284 |
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50,207 |
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32,203 |
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70,924 |
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Loss on disposition of assets, net |
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1,802 |
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3,403 |
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1,542 |
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3,476 |
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Discontinued operations |
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(61 |
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(1,002 |
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(2,167 |
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(540,655 |
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Current income taxes on discontinued operations |
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202 |
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8,545 |
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4,698 |
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152,575 |
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Cash exploration expense on discontinued operations |
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— |
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634 |
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— |
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2,145 |
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Commodity hedge related activity |
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4,734 |
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(6,061 |
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10,633 |
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(5,553 |
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Amortization of stock-based compensation |
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8,617 |
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10,824 |
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16,355 |
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18,310 |
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Amortization of deferred revenue |
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(45,322 |
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(47,886 |
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(90,356 |
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(95,835 |
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Other noncash items |
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3,125 |
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4,892 |
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(3,152 |
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7,591 |
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EBITDAX (a) |
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297,169 |
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273,193 |
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525,199 |
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650,594 |
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Cash interest expense |
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(26,015 |
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(20,648 |
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(49,783 |
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(54,177 |
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Current income taxes |
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36,142 |
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(8,529 |
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26,493 |
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(156,315 |
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Discretionary cash flow (b) |
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307,296 |
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244,016 |
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501,909 |
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440,102 |
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Cash exploration expense |
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(26,869 |
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(24,898 |
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(56,276 |
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(56,469 |
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Changes in operating assets and liabilities |
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(63,065 |
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(60,472 |
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(98,274 |
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93,251 |
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Net cash provided by operating activities |
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$ |
217,362 |
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$ |
158,646 |
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$ |
347,359 |
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$ |
476,884 |
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_____________
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(a) |
"EBITDAX" represents earnings before depletion, depreciation and amortization expense; impairment of long-lived assets; exploration and abandonments; noncash hurricane activity; loss on extinguishment of debt; accretion of discount on asset retirement obligations; interest expense; income taxes; loss on the disposition of assets; noncash effects from discontinued operations; commodity hedge related activity; stock-based compensation; amortization of deferred revenue; and other noncash items. |
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(b) |
Discretionary cash flow equals cash flows from operating activities before changes in operating assets and liabilities and before cash exploration expense. |
Data Provided by Refinitiv. Minimum 15 minutes delayed.