x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Texas
|
|
76-0415919
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
||
500 Dallas Street, Suite 2300, Houston, Texas
|
|
77002
|
(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
||||||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
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|
PAGE
|
|
|
||
Item 1.
|
||
|
||
|
||
|
||
|
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Item 2.
|
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Item 3.
|
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Item 4.
|
||
|
|
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 2.
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Item 3.
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||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
CARRIZO OIL & GAS, INC.
CONSOLIDATED BALANCE SHEETS
|
||||||||
|
|
September 30,
2012 |
|
December 31,
2011 |
||||
|
|
(Unaudited)
|
|
|
||||
|
|
(In thousands, except per share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
14,288
|
|
|
$
|
28,112
|
|
Accounts receivable, net
|
|
|
|
|
||||
Oil and gas sales
|
|
33,192
|
|
|
21,988
|
|
||
Joint interest billing
|
|
47,784
|
|
|
31,050
|
|
||
Related party
|
|
43,375
|
|
|
—
|
|
||
Other
|
|
2,434
|
|
|
1,740
|
|
||
Advances to operators
|
|
949
|
|
|
97
|
|
||
Fair value of derivative instruments
|
|
23,120
|
|
|
27,877
|
|
||
Prepaids and other current assets
|
|
5,904
|
|
|
9,533
|
|
||
Total current assets
|
|
171,046
|
|
|
120,397
|
|
||
PROPERTY AND EQUIPMENT, NET
|
|
|
|
|
||||
Oil and gas properties using the full cost method of accounting
|
|
|
|
|
||||
Proved oil and gas properties, net
|
|
1,111,632
|
|
|
842,041
|
|
||
Unproved properties and significant development projects, not being amortized
|
|
481,058
|
|
|
459,735
|
|
||
Other property and equipment, net
|
|
11,325
|
|
|
8,738
|
|
||
TOTAL PROPERTY AND EQUIPMENT, NET
|
|
1,604,015
|
|
|
1,310,514
|
|
||
DEFERRED FINANCING COSTS, NET
|
|
25,020
|
|
|
23,217
|
|
||
INVESTMENT
|
|
2,523
|
|
|
2,523
|
|
||
FAIR VALUE OF DERIVATIVE INSTRUMENTS
|
|
12,093
|
|
|
9,617
|
|
||
DEFERRED INCOME TAXES
|
|
40,135
|
|
|
59,755
|
|
||
OTHER ASSETS
|
|
1,864
|
|
|
1,657
|
|
||
TOTAL ASSETS
|
|
$
|
1,856,696
|
|
|
$
|
1,527,680
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
|
||||
Accounts payable, trade
|
|
$
|
55,124
|
|
|
$
|
25,672
|
|
Revenue and royalties payable
|
|
72,821
|
|
|
54,600
|
|
||
Current taxes payable
|
|
—
|
|
|
1,048
|
|
||
Accrued drilling costs
|
|
61,498
|
|
|
92,179
|
|
||
Accrued interest
|
|
26,390
|
|
|
12,059
|
|
||
Other accrued liabilities
|
|
30,068
|
|
|
21,414
|
|
||
Advances for joint operations
|
|
11,193
|
|
|
54,179
|
|
||
Current maturities of long-term debt
|
|
21,150
|
|
|
—
|
|
||
Deferred income taxes
|
|
7,399
|
|
|
9,685
|
|
||
Other current liabilities
|
|
1,648
|
|
|
484
|
|
||
Total current liabilities
|
|
287,291
|
|
|
271,320
|
|
||
LONG-TERM DEBT, NET OF CURRENT MATURITIES AND DEBT DISCOUNT
|
|
992,813
|
|
|
729,300
|
|
||
ASSET RETIREMENT OBLIGATIONS
|
|
10,188
|
|
|
11,242
|
|
||
FAIR VALUE OF DERIVATIVE INSTRUMENTS
|
|
140
|
|
|
9
|
|
||
OTHER LIABILITIES
|
|
4,640
|
|
|
5,954
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
||||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Common stock, $0.01 par value (90,000 shares authorized, 40,056 and 39,563 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively)
|
|
402
|
|
|
395
|
|
||
Additional paid-in capital
|
|
662,193
|
|
|
647,429
|
|
||
Accumulated deficit
|
|
(100,971
|
)
|
|
(137,969
|
)
|
||
Total shareholders’ equity
|
|
561,624
|
|
|
509,855
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
1,856,696
|
|
|
$
|
1,527,680
|
|
|
For The Three Months Ended
September 30, |
|
For The Nine Months Ended
September 30, |
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
OIL AND GAS REVENUES
|
$
|
96,197
|
|
|
$
|
51,668
|
|
|
$
|
260,730
|
|
|
$
|
146,398
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Lease operating
|
7,145
|
|
|
7,292
|
|
|
22,599
|
|
|
21,385
|
|
||||
Production tax
|
3,449
|
|
|
1,325
|
|
|
9,676
|
|
|
3,732
|
|
||||
Ad valorem tax
|
2,327
|
|
|
1,026
|
|
|
8,238
|
|
|
2,698
|
|
||||
Depreciation, depletion and amortization
|
46,518
|
|
|
20,325
|
|
|
121,459
|
|
|
57,596
|
|
||||
General and administrative (inclusive of stock-based compensation expense (benefit) of $5,091 and ($4,060) for the three months ended September 30, 2012 and 2011, respectively, and $10,622 and $6,595 for the nine months ended September 30, 2012 and 2011, respectively)
|
12,412
|
|
|
4,712
|
|
|
37,044
|
|
|
28,052
|
|
||||
Accretion related to asset retirement obligations
|
190
|
|
|
71
|
|
|
538
|
|
|
215
|
|
||||
TOTAL COSTS AND EXPENSES
|
72,041
|
|
|
34,751
|
|
|
199,554
|
|
|
113,678
|
|
||||
OPERATING INCOME
|
24,156
|
|
|
16,917
|
|
|
61,176
|
|
|
32,720
|
|
||||
OTHER INCOME AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Gain (loss) on derivative instruments, net
|
(14,853
|
)
|
|
25,656
|
|
|
26,432
|
|
|
37,534
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(897
|
)
|
||||
Interest expense
|
(18,945
|
)
|
|
(13,386
|
)
|
|
(53,967
|
)
|
|
(38,001
|
)
|
||||
Capitalized interest
|
6,788
|
|
|
6,029
|
|
|
20,620
|
|
|
16,937
|
|
||||
Other income (expense), net
|
26
|
|
|
17
|
|
|
(334
|
)
|
|
78
|
|
||||
INCOME (LOSS) BEFORE INCOME TAXES
|
(2,828
|
)
|
|
35,233
|
|
|
53,927
|
|
|
48,371
|
|
||||
INCOME TAX (EXPENSE) BENEFIT
|
1,898
|
|
|
(13,590
|
)
|
|
(16,930
|
)
|
|
(18,252
|
)
|
||||
NET INCOME (LOSS)
|
$
|
(930
|
)
|
|
$
|
21,643
|
|
|
$
|
36,997
|
|
|
$
|
30,119
|
|
NET INCOME (LOSS) PER COMMON SHARE
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
0.56
|
|
|
$
|
0.94
|
|
|
$
|
0.77
|
|
Diluted
|
$
|
(0.02
|
)
|
|
$
|
0.55
|
|
|
$
|
0.93
|
|
|
$
|
0.76
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
|
|
|
|
|
|
|
||||||||
Basic
|
39,634
|
|
|
38,914
|
|
|
39,559
|
|
|
38,927
|
|
||||
Diluted
|
39,634
|
|
|
39,368
|
|
|
39,992
|
|
|
39,483
|
|
|
|
For The Nine Months Ended
September 30, |
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
36,997
|
|
|
$
|
30,119
|
|
Adjustments to reconcile net income to net cash provided by operating activities-
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
121,459
|
|
|
57,596
|
|
||
Unrealized (gain) loss on derivative instruments, net
|
|
3,898
|
|
|
(13,998
|
)
|
||
Accretion related to asset retirement obligations
|
|
538
|
|
|
215
|
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
897
|
|
||
Stock-based compensation, net of amounts capitalized
|
|
10,622
|
|
|
6,595
|
|
||
Allowance for doubtful accounts
|
|
(391
|
)
|
|
(58
|
)
|
||
Deferred income taxes
|
|
16,930
|
|
|
17,582
|
|
||
Amortization of debt discount and deferred financing costs, net of amounts capitalized
|
|
3,236
|
|
|
2,396
|
|
||
Other, net
|
|
3,235
|
|
|
7,019
|
|
||
Changes in operating assets and liabilities-
|
|
|
|
|
||||
Accounts receivable
|
|
(71,215
|
)
|
|
(13,228
|
)
|
||
Accounts payable
|
|
31,699
|
|
|
28,359
|
|
||
Accrued liabilities
|
|
23,206
|
|
|
15,519
|
|
||
Other, net
|
|
(3,977
|
)
|
|
(8,707
|
)
|
||
Net cash provided by operating activities
|
|
176,237
|
|
|
130,306
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Capital expenditures, including other property and equipment, capitalized interest, overhead
and asset retirement obligations
|
|
(607,094
|
)
|
|
(373,789
|
)
|
||
Increase (decrease) in capital expenditure payables and accruals
|
|
(16,591
|
)
|
|
16,216
|
|
||
Proceeds from sales of oil and gas properties, net
|
|
207,250
|
|
|
168,617
|
|
||
Advances to operators
|
|
(852
|
)
|
|
323
|
|
||
Advances for joint operations
|
|
(42,986
|
)
|
|
3,377
|
|
||
Other, net
|
|
(5,389
|
)
|
|
(496
|
)
|
||
Net cash used in investing activities
|
|
(465,662
|
)
|
|
(185,752
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Proceeds from borrowings and issuances
|
|
1,101,540
|
|
|
501,164
|
|
||
Debt repayments
|
|
(820,000
|
)
|
|
(437,660
|
)
|
||
Payments of debt issuance and retirement costs
|
|
(6,013
|
)
|
|
(8,415
|
)
|
||
Proceeds from stock options exercised
|
|
74
|
|
|
47
|
|
||
Net cash provided by financing activities
|
|
275,601
|
|
|
55,136
|
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
(13,824
|
)
|
|
(310
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
28,112
|
|
|
4,128
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
14,288
|
|
|
$
|
3,818
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Stock Options and SARs
|
|
$
|
1,536
|
|
|
$
|
(8,035
|
)
|
|
$
|
226
|
|
|
$
|
(1,121
|
)
|
Restricted Stock Awards and Units
|
|
4,598
|
|
|
3,777
|
|
|
13,179
|
|
|
10,227
|
|
||||
|
|
6,134
|
|
|
(4,258
|
)
|
|
13,405
|
|
|
9,106
|
|
||||
Less: Amounts Capitalized
|
|
(1,043
|
)
|
|
198
|
|
|
(2,783
|
)
|
|
(2,511
|
)
|
||||
Total Stock-Based Compensation Expense (Benefit)
|
|
$
|
5,091
|
|
|
$
|
(4,060
|
)
|
|
$
|
10,622
|
|
|
$
|
6,595
|
|
Income Tax (Expense) Benefit
|
|
$
|
(1,937
|
)
|
|
$
|
1,531
|
|
|
$
|
(4,042
|
)
|
|
$
|
(2,486
|
)
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Net income (loss)
|
|
$
|
(930
|
)
|
|
$
|
21,643
|
|
|
$
|
36,997
|
|
|
$
|
30,119
|
|
Basic weighted average common shares outstanding
|
|
39,634
|
|
|
38,914
|
|
|
39,559
|
|
|
38,927
|
|
||||
Effect of dilutive instruments
|
|
—
|
|
|
454
|
|
|
433
|
|
|
556
|
|
||||
Diluted weighted average common shares outstanding
|
|
39,634
|
|
|
39,368
|
|
|
39,992
|
|
|
39,483
|
|
||||
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.02
|
)
|
|
$
|
0.56
|
|
|
$
|
0.94
|
|
|
$
|
0.77
|
|
Diluted
|
|
$
|
(0.02
|
)
|
|
$
|
0.55
|
|
|
$
|
0.93
|
|
|
$
|
0.76
|
|
|
|
September 30,
2012 |
|
December 31,
2011 |
||||
|
|
(In thousands)
|
||||||
Proved oil and gas properties
|
|
$
|
1,629,336
|
|
|
$
|
1,239,778
|
|
Accumulated depreciation, depletion and amortization
|
|
(517,704
|
)
|
|
(397,737
|
)
|
||
Proved oil and gas properties, net
|
|
1,111,632
|
|
|
842,041
|
|
||
Unproved properties and significant development projects, not being amortized
|
|
|
|
|
||||
Unevaluated leasehold and seismic costs
|
|
285,242
|
|
|
277,425
|
|
||
Significant development projects
|
|
99,563
|
|
|
65,306
|
|
||
Exploratory wells in progress
|
|
47,263
|
|
|
70,533
|
|
||
Capitalized interest
|
|
48,990
|
|
|
46,471
|
|
||
Total costs not subject to amortization
|
|
481,058
|
|
|
459,735
|
|
||
Other property and equipment
|
|
16,543
|
|
|
12,835
|
|
||
Accumulated depreciation
|
|
(5,218
|
)
|
|
(4,097
|
)
|
||
Other property and equipment, net
|
|
11,325
|
|
|
8,738
|
|
||
Total property and equipment, net
|
|
$
|
1,604,015
|
|
|
$
|
1,310,514
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Income tax expense (benefit) at the statutory rate
|
|
$
|
(989
|
)
|
|
$
|
12,331
|
|
|
$
|
18,875
|
|
|
$
|
16,930
|
|
State income taxes, net of U.S. federal income tax benefit
|
|
334
|
|
|
754
|
|
|
1,421
|
|
|
2,456
|
|
||||
U.K. income tax expense (benefit)
|
|
(1,202
|
)
|
|
155
|
|
|
(3,738
|
)
|
|
(19
|
)
|
||||
Capital loss associated with investment in Pinnacle Gas Resources, Inc. for which no income tax benefit was recognized in prior periods
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,135
|
)
|
||||
Other, net
|
|
(41
|
)
|
|
350
|
|
|
372
|
|
|
20
|
|
||||
Income tax expense (benefit)
|
|
$
|
(1,898
|
)
|
|
$
|
13,590
|
|
|
$
|
16,930
|
|
|
$
|
18,252
|
|
|
|
September 30,
2012 |
|
December 31,
2011 |
||||
|
|
(In thousands)
|
||||||
8.625% Senior Notes
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
Unamortized discount for 8.625% Senior Notes
|
|
(5,008
|
)
|
|
(5,464
|
)
|
||
7.50% Senior Notes
|
|
300,000
|
|
|
—
|
|
||
Convertible Senior Notes
|
|
73,750
|
|
|
73,750
|
|
||
Unamortized discount for Convertible Senior Notes
|
|
(1,779
|
)
|
|
(3,799
|
)
|
||
Senior Secured Revolving Credit Facility
|
|
—
|
|
|
47,000
|
|
||
U.K. Huntington Field Development Project Credit Facility
|
|
47,000
|
|
|
17,813
|
|
||
|
|
1,013,963
|
|
|
729,300
|
|
||
Less: Current maturities of Huntington Facility due June 30, 2013
|
|
(21,150
|
)
|
|
—
|
|
||
|
|
$
|
992,813
|
|
|
$
|
729,300
|
|
Counterparty
|
|
September 30, 2012
|
|
December 31, 2011
|
||
Credit Suisse
|
|
54
|
%
|
|
68
|
%
|
BNP Paribas
|
|
24
|
%
|
|
19
|
%
|
Societe Generale
|
|
15
|
%
|
|
2
|
%
|
BBVA Compass
|
|
4
|
%
|
|
—
|
%
|
Shell Energy North America (US) LP
|
|
2
|
%
|
|
6
|
%
|
Wells Fargo
|
|
1
|
%
|
|
—
|
%
|
Credit Agricole
|
|
—
|
%
|
|
5
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Period
|
|
Volumes
(in MMbtu)
|
|
Weighted
Average
Floor Price
($/MMbtu)
|
|
Weighted
Average
Ceiling Price
($/MMbtu)
|
|||||
2012
|
|
4,876,000
|
|
|
$
|
5.32
|
|
|
$
|
5.50
|
|
2013
|
|
10,950,000
|
|
|
$
|
5.07
|
|
|
$
|
5.07
|
|
2014
|
|
3,650,000
|
|
|
$
|
—
|
|
|
$
|
5.50
|
|
Period
|
|
Volumes
(in Bbls)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||
2012
|
|
671,600
|
|
|
$
|
89.95
|
|
|
$
|
102.95
|
|
2013
|
|
2,591,500
|
|
|
$
|
88.85
|
|
|
$
|
103.32
|
|
2014
|
|
1,642,500
|
|
|
$
|
89.50
|
|
|
$
|
102.64
|
|
2015
|
|
985,500
|
|
|
$
|
89.91
|
|
|
$
|
100.08
|
|
2016
|
|
244,000
|
|
|
$
|
85.00
|
|
|
$
|
104.00
|
|
Period
|
|
Volumes
(in Bbls)
|
|
Weighted
Average
Short Put Price
($/Bbl)
|
|
Weighted
Average
Put Spread
($/Bbl)
|
|||||
2014
|
|
182,500
|
|
|
$
|
65.00
|
|
|
$
|
20.00
|
|
2015
|
|
365,000
|
|
|
$
|
65.00
|
|
|
$
|
20.00
|
|
2016
|
|
244,000
|
|
|
$
|
65.00
|
|
|
$
|
20.00
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Realized gain (loss) on derivative instruments, net
|
|
$
|
9,310
|
|
|
$
|
8,626
|
|
|
$
|
30,330
|
|
|
$
|
23,536
|
|
Unrealized gain (loss) on derivative instruments, net
|
|
(24,163
|
)
|
|
17,030
|
|
|
(3,898
|
)
|
|
13,998
|
|
||||
Gain (loss) on derivative instruments, net
|
|
$
|
(14,853
|
)
|
|
$
|
25,656
|
|
|
$
|
26,432
|
|
|
$
|
37,534
|
|
|
|
September 30, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative instruments
|
|
$
|
—
|
|
|
$
|
44,598
|
|
|
$
|
—
|
|
|
$
|
44,598
|
|
|
$
|
—
|
|
|
$
|
61,073
|
|
|
$
|
—
|
|
|
$
|
61,073
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative instruments
|
|
—
|
|
|
(10,193
|
)
|
|
—
|
|
|
(10,193
|
)
|
|
—
|
|
|
(23,792
|
)
|
|
—
|
|
|
(23,792
|
)
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
34,405
|
|
|
$
|
—
|
|
|
$
|
34,405
|
|
|
$
|
—
|
|
|
$
|
37,281
|
|
|
$
|
—
|
|
|
$
|
37,281
|
|
|
|
September 30, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
8.625% Senior Notes
|
|
$
|
600.0
|
|
|
$
|
640.5
|
|
|
$
|
600.0
|
|
|
$
|
606.0
|
|
7.50% Senior Notes
|
|
$
|
300.0
|
|
|
$
|
304.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
4.375% Convertible Senior Notes
|
|
$
|
73.8
|
|
|
$
|
74.3
|
|
|
$
|
73.8
|
|
|
$
|
73.0
|
|
|
|
For The Three Months Ended September 30, 2012
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Oil and gas revenues
|
|
$
|
4,459
|
|
|
$
|
91,738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
96,197
|
|
Cost and expenses
|
|
15,267
|
|
|
56,135
|
|
|
151
|
|
|
488
|
|
|
72,041
|
|
|||||
Operating income (loss)
|
|
(10,808
|
)
|
|
35,603
|
|
|
(151
|
)
|
|
(488
|
)
|
|
24,156
|
|
|||||
Other income and (expense), net
|
|
(16,422
|
)
|
|
(10,448
|
)
|
|
(114
|
)
|
|
—
|
|
|
(26,984
|
)
|
|||||
Income (loss) before income taxes
|
|
(27,230
|
)
|
|
25,155
|
|
|
(265
|
)
|
|
(488
|
)
|
|
(2,828
|
)
|
|||||
Income tax (expense) benefit
|
|
9,531
|
|
|
(8,796
|
)
|
|
1,197
|
|
|
(34
|
)
|
|
1,898
|
|
|||||
Equity in income (loss) of subsidiaries
|
|
17,291
|
|
|
—
|
|
|
—
|
|
|
(17,291
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
(408
|
)
|
|
$
|
16,359
|
|
|
$
|
932
|
|
|
$
|
(17,813
|
)
|
|
$
|
(930
|
)
|
|
|
For The Three Months Ended September 30, 2011
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Oil and gas revenues
|
|
$
|
7,607
|
|
|
$
|
44,061
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51,668
|
|
Cost and expenses
|
|
14,160
|
|
|
23,685
|
|
|
24
|
|
|
(3,118
|
)
|
|
34,751
|
|
|||||
Operating income (loss)
|
|
(6,553
|
)
|
|
20,376
|
|
|
(24
|
)
|
|
3,118
|
|
|
16,917
|
|
|||||
Other income and (expense), net
|
|
22,966
|
|
|
(4,789
|
)
|
|
139
|
|
|
—
|
|
|
18,316
|
|
|||||
Income (loss) before income taxes
|
|
16,413
|
|
|
15,587
|
|
|
115
|
|
|
3,118
|
|
|
35,233
|
|
|||||
Income tax (expense) benefit
|
|
(5,863
|
)
|
|
(5,603
|
)
|
|
(957
|
)
|
|
(1,167
|
)
|
|
(13,590
|
)
|
|||||
Equity in income (loss) of subsidiaries
|
|
9,142
|
|
|
—
|
|
|
—
|
|
|
(9,142
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
19,692
|
|
|
$
|
9,984
|
|
|
$
|
(842
|
)
|
|
$
|
(7,191
|
)
|
|
$
|
21,643
|
|
|
|
For The Nine Months Ended September 30, 2012
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Oil and gas revenues
|
|
$
|
15,856
|
|
|
$
|
244,874
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
260,730
|
|
Cost and expenses
|
|
62,632
|
|
|
150,242
|
|
|
304
|
|
|
(13,624
|
)
|
|
199,554
|
|
|||||
Operating income (loss)
|
|
(46,776
|
)
|
|
94,632
|
|
|
(304
|
)
|
|
13,624
|
|
|
61,176
|
|
|||||
Other income and (expense), net
|
|
18,892
|
|
|
(25,008
|
)
|
|
(1,133
|
)
|
|
—
|
|
|
(7,249
|
)
|
|||||
Income (loss) before income taxes
|
|
(27,884
|
)
|
|
69,624
|
|
|
(1,437
|
)
|
|
13,624
|
|
|
53,927
|
|
|||||
Income tax (expense) benefit
|
|
9,760
|
|
|
(24,360
|
)
|
|
3,733
|
|
|
(6,063
|
)
|
|
(16,930
|
)
|
|||||
Equity in income (loss) of subsidiaries
|
|
47,560
|
|
|
—
|
|
|
—
|
|
|
(47,560
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
29,436
|
|
|
$
|
45,264
|
|
|
$
|
2,296
|
|
|
$
|
(39,999
|
)
|
|
$
|
36,997
|
|
|
|
For The Nine Months Ended September 30, 2011
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Oil and gas revenues
|
|
$
|
25,771
|
|
|
$
|
120,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146,398
|
|
Cost and expenses
|
|
52,129
|
|
|
67,332
|
|
|
167
|
|
|
(5,950
|
)
|
|
113,678
|
|
|||||
Operating income (loss)
|
|
(26,358
|
)
|
|
53,295
|
|
|
(167
|
)
|
|
5,950
|
|
|
32,720
|
|
|||||
Other income and (expense), net
|
|
34,063
|
|
|
(16,870
|
)
|
|
(1,542
|
)
|
|
—
|
|
|
15,651
|
|
|||||
Income (loss) before income taxes
|
|
7,705
|
|
|
36,425
|
|
|
(1,709
|
)
|
|
5,950
|
|
|
48,371
|
|
|||||
Income tax (expense) benefit
|
|
(2,804
|
)
|
|
(13,259
|
)
|
|
19
|
|
|
(2,208
|
)
|
|
(18,252
|
)
|
|||||
Equity in income (loss) of subsidiaries
|
|
21,476
|
|
|
—
|
|
|
—
|
|
|
(21,476
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
26,377
|
|
|
$
|
23,166
|
|
|
$
|
(1,690
|
)
|
|
$
|
(17,734
|
)
|
|
$
|
30,119
|
|
|
|
For The Nine Months Ended September 30, 2012
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net cash provided by operating activities
|
|
$
|
(11,086
|
)
|
|
$
|
144,665
|
|
|
$
|
42,658
|
|
|
$
|
—
|
|
|
$
|
176,237
|
|
Net cash used in investing activities
|
|
(246,346
|
)
|
|
(379,182
|
)
|
|
(89,778
|
)
|
|
249,644
|
|
|
(465,662
|
)
|
|||||
Net cash provided by financing activities
|
|
247,068
|
|
|
232,369
|
|
|
45,808
|
|
|
(249,644
|
)
|
|
275,601
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
(10,364
|
)
|
|
(2,148
|
)
|
|
(1,312
|
)
|
|
—
|
|
|
(13,824
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
19,134
|
|
|
7,263
|
|
|
1,715
|
|
|
—
|
|
|
28,112
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
8,770
|
|
|
$
|
5,115
|
|
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
14,288
|
|
|
|
For The Nine Months Ended September 30, 2011
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
59,668
|
|
|
$
|
71,777
|
|
|
$
|
(1,139
|
)
|
|
$
|
—
|
|
|
$
|
130,306
|
|
Net cash used in investing activities
|
|
(122,718
|
)
|
|
(214,217
|
)
|
|
(23,180
|
)
|
|
174,363
|
|
|
(185,752
|
)
|
|||||
Net cash provided by financing activities
|
|
53,143
|
|
|
151,646
|
|
|
24,710
|
|
|
(174,363
|
)
|
|
55,136
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
(9,907
|
)
|
|
9,206
|
|
|
391
|
|
|
—
|
|
|
(310
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
1,418
|
|
|
2,710
|
|
|
—
|
|
|
—
|
|
|
4,128
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
(8,489
|
)
|
|
$
|
11,916
|
|
|
$
|
391
|
|
|
$
|
—
|
|
|
$
|
3,818
|
|
|
|
Three Months Ended
September 30, |
|
2012 Period
Compared to 2011 Period |
|||||||||||
|
|
2012
|
|
2011
|
|
Increase
(Decrease)
|
|
% Increase
(Decrease)
|
|||||||
Production volumes-
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate (MBbls)
|
|
796
|
|
|
223
|
|
|
573
|
|
|
257
|
%
|
|||
NGLs (Mboe)
|
|
78
|
|
|
36
|
|
|
42
|
|
|
117
|
%
|
|||
Natural gas (MMcf)
|
|
8,877
|
|
|
9,695
|
|
|
(818
|
)
|
|
(8
|
)%
|
|||
Total Natural gas and NGLs (MMcfe)
|
|
9,345
|
|
|
9,911
|
|
|
(566
|
)
|
|
(6
|
)%
|
|||
Total barrels equivalent (Mboe)
|
|
2,354
|
|
|
1,875
|
|
|
479
|
|
|
26
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Production Volumes per day-
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate per day (Bbls/d)
|
|
8,652
|
|
|
2,424
|
|
|
6,228
|
|
|
257
|
%
|
|||
NGLs per day (Boe/d)
|
|
848
|
|
|
391
|
|
|
457
|
|
|
117
|
%
|
|||
Natural gas (Mcfe/d)
|
|
96,489
|
|
|
105,380
|
|
|
(8,891
|
)
|
|
(8
|
)%
|
|||
Total Natural gas and NGLs per day (Mcfe/d)
|
|
101,576
|
|
|
107,728
|
|
|
(6,152
|
)
|
|
(6
|
)%
|
|||
Total barrels equivalent per day (Boe/d)
|
|
25,587
|
|
|
20,380
|
|
|
5,207
|
|
|
26
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average sales prices-
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate ($ per Bbl)
|
|
$
|
96.66
|
|
|
$
|
89.17
|
|
|
$
|
7.49
|
|
|
8
|
%
|
NGLs ($ per Boe)
|
|
28.53
|
|
|
57.06
|
|
|
(28.53
|
)
|
|
(50
|
)%
|
|||
Natural gas ($ per Mcf)
|
|
1.92
|
|
|
3.06
|
|
|
(1.14
|
)
|
|
(37
|
)%
|
|||
Total average realized sales price (per Boe)
|
|
$
|
40.87
|
|
|
$
|
27.56
|
|
|
$
|
13.31
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Oil and gas revenues (In thousands)
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate
|
|
$
|
76,945
|
|
|
$
|
19,924
|
|
|
$
|
57,021
|
|
|
286
|
%
|
NGLs
|
|
2,225
|
|
|
2,057
|
|
|
168
|
|
|
8
|
%
|
|||
Natural gas
|
|
17,027
|
|
|
29,687
|
|
|
(12,660
|
)
|
|
(43
|
)%
|
|||
Total oil and gas revenues
|
|
$
|
96,197
|
|
|
$
|
51,668
|
|
|
$
|
44,529
|
|
|
86
|
%
|
|
|
Nine Months Ended
September 30, |
|
2012 Period
Compared to 2011 Period |
|||||||||||
|
|
2012
|
|
2011
|
|
Increase
(Decrease)
|
|
% Increase
(Decrease)
|
|||||||
Production volumes-
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate (MBbls)
|
|
2,030
|
|
|
515
|
|
|
1,515
|
|
|
294
|
%
|
|||
NGLs (Mboe)
|
|
191
|
|
|
175
|
|
|
16
|
|
|
9
|
%
|
|||
Natural gas (MMcf)
|
|
29,011
|
|
|
28,977
|
|
|
34
|
|
|
—
|
%
|
|||
Total Natural gas and NGLs (MMcfe)
|
|
30,157
|
|
|
30,027
|
|
|
130
|
|
|
—
|
%
|
|||
Total barrels equivalent (Mboe)
|
|
7,056
|
|
|
5,520
|
|
|
1,536
|
|
|
28
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Production volumes per day-
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate per day (Bbls/d)
|
|
7,409
|
|
|
1,886
|
|
|
5,523
|
|
|
293
|
%
|
|||
NGLs per day (Boe/d)
|
|
697
|
|
|
641
|
|
|
56
|
|
|
9
|
%
|
|||
Natural gas and NGLs per day (Mcfe/d)
|
|
105,880
|
|
|
106,143
|
|
|
(263
|
)
|
|
—
|
%
|
|||
Total Natural gas and NGLs (Mcfe/d)
|
|
110,062
|
|
|
109,989
|
|
|
73
|
|
|
—
|
%
|
|||
Total barrels equivalent (Boe/d)
|
|
25,752
|
|
|
20,220
|
|
|
5,532
|
|
|
27
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average sales prices-
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate ($ per Bbl)
|
|
$
|
100.93
|
|
|
$
|
91.76
|
|
|
$
|
9.17
|
|
|
10
|
%
|
NGLs ($ per Boe)
|
|
34.88
|
|
|
49.08
|
|
|
(14.20
|
)
|
|
(29
|
)%
|
|||
Natural gas ($ per Mcf)
|
|
1.70
|
|
|
3.12
|
|
|
(1.42
|
)
|
|
(46
|
)%
|
|||
Total average realized sales prices (per Boe)
|
|
$
|
36.95
|
|
|
$
|
26.52
|
|
|
$
|
10.43
|
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Oil and gas revenues (In thousands)
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate
|
|
$
|
204,890
|
|
|
$
|
47,284
|
|
|
$
|
157,606
|
|
|
333
|
%
|
NGLs
|
|
6,662
|
|
|
8,576
|
|
|
(1,914
|
)
|
|
(22
|
)%
|
|||
Natural gas
|
|
49,178
|
|
|
90,538
|
|
|
(41,360
|
)
|
|
(46
|
)%
|
|||
Total oil and gas revenues
|
|
$
|
260,730
|
|
|
$
|
146,398
|
|
|
$
|
114,332
|
|
|
78
|
%
|
•
|
Cash on hand and cash generated by operations. Cash flows from operations are highly dependent on commodity prices and market conditions for oilfield services. We hedge a portion of our production to mitigate the risk of a decline in oil and gas prices. .
|
•
|
Borrowings under the Revolving Credit Facility and the Huntington Facility. At
October 31, 2012
,
no
borrowings were outstanding under the Revolving Credit Facility and
$48.0 million
of borrowings were outstanding under the Huntington Facility. At
October 31, 2012
, we had
$1.0 million
in letters of credit outstanding under the Revolving Credit Facility, which reduce the amounts available under the Revolving Credit Facility. The amount we are able to borrow with respect to the borrowing base of the Revolving Credit Facility, which borrowing base is currently
$365.0 million
, is subject to compliance with the financial covenants and other provisions of the credit agreement governing the Revolving Credit Facility.
|
•
|
Borrowings under project financing arrangements in certain limited circumstances. As described above, we plan to fund a substantial portion of our remaining costs relating to development of the Huntington Field from our Huntington Facility.
|
•
|
Asset sales. On April 30, 2012, we completed the sale of a significant portion of our Barnett Shale properties to Atlas for an agreed upon price of $190.0 million. Net proceeds received from the sale were approximately $186.7 million, subject to final post-closing adjustments. Purchase price adjustments primarily relate to proceeds received by the Company for sales of hydrocarbons from such properties between the effective date of January 1, 2012 and the closing date of April 30,
|
•
|
Securities offerings. As situations or conditions arise, we may choose to issue debt, equity or other instruments to supplement our cash flows. However, we may not be able to obtain such financing on terms that are acceptable to us, or at all.
|
•
|
Lease option agreements and land banking arrangements, such as those we have entered into in the Barnett Shale and other plays.
|
•
|
Joint ventures with third parties including those through which such third parties fund a portion of our exploration activities to earn an interest in our exploration acreage and/or purchase a portion of interests, such as our joint ventures with Reliance in the Marcellus Shale, with GAIL in the Eagle Ford Shale, and the recently announced joint ventures in the Niobrara Formation.
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017 and Beyond
|
|
Total
|
||||||||||||||
Debt (1)
|
$
|
—
|
|
|
$
|
30,550
|
|
|
$
|
16,450
|
|
|
$
|
—
|
|
|
$
|
73,750
|
|
|
$
|
900,000
|
|
|
$
|
1,020,750
|
|
Interest on debt (2)
|
29,336
|
|
|
79,076
|
|
|
78,439
|
|
|
76,591
|
|
|
74,426
|
|
|
148,500
|
|
|
486,368
|
|
|||||||
Operating leases
|
25
|
|
|
1,216
|
|
|
1,388
|
|
|
1,370
|
|
|
1,370
|
|
|
7,533
|
|
|
12,902
|
|
|||||||
Drilling contracts
|
12,332
|
|
|
52,358
|
|
|
30,509
|
|
|
9,490
|
|
|
—
|
|
|
—
|
|
|
104,689
|
|
|||||||
Pipeline volume commitments
|
3,072
|
|
|
16,223
|
|
|
17,210
|
|
|
15,224
|
|
|
7,858
|
|
|
1,411
|
|
|
60,998
|
|
|||||||
Asset retirement obligations
|
1,100
|
|
|
128
|
|
|
150
|
|
|
7
|
|
|
—
|
|
|
9,903
|
|
|
11,288
|
|
|||||||
Seismic obligations
|
1,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|||||||
Other
|
1,189
|
|
|
660
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,953
|
|
|||||||
Total Contractual Obligations
|
$
|
48,961
|
|
|
$
|
180,211
|
|
|
$
|
144,250
|
|
|
$
|
102,682
|
|
|
$
|
157,404
|
|
|
$
|
1,067,347
|
|
|
$
|
1,700,855
|
|
|
12 Month Average Price
|
Cushion/(Impairment)
|
|
US Full Cost Pool Scenarios
|
Oil Price ($/Bbl)
|
Gas Price ($/MMbtu)
|
(in millions)
|
September 30, 2012 Actual
|
$100.13
|
$1.97
|
$59
|
|
|
|
|
Oil and Gas Price Sensitivity
|
|
|
|
Oil and Gas +10%
|
$110.14
|
$2.17
|
$216
|
Oil and Gas -10%
|
$90.12
|
$1.77
|
$(133)
|
|
|
|
|
Oil Price Sensitivity
|
|
|
|
Oil +10%
|
$110.14
|
$1.97
|
$184
|
Oil -10%
|
$90.12
|
$1.97
|
$(80)
|
|
|
|
|
Gas Price Sensitivity
|
|
|
|
Gas +10%
|
$100.13
|
$2.17
|
$110
|
Gas -10%
|
$100.13
|
$1.77
|
$6
|
Counterparty
|
|
September 30, 2012
|
|
December 31, 2011
|
||
Credit Suisse
|
|
54
|
%
|
|
68
|
%
|
BNP Paribas
|
|
24
|
%
|
|
19
|
%
|
Societe Generale
|
|
15
|
%
|
|
2
|
%
|
BBVA Compass
|
|
4
|
%
|
|
—
|
%
|
Shell Energy North America (US) LP
|
|
2
|
%
|
|
6
|
%
|
Wells Fargo
|
|
1
|
%
|
|
—
|
%
|
Credit Agricole
|
|
—
|
%
|
|
5
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Period
|
|
Volumes
(in MMbtu)
|
|
Weighted
Average
Floor Price
($/MMbtu)
|
|
Weighted
Average
Ceiling Price
($/MMbtu)
|
|||||
2012
|
|
4,876,000
|
|
|
$
|
5.32
|
|
|
$
|
5.50
|
|
2013
|
|
10,950,000
|
|
|
$
|
5.07
|
|
|
$
|
5.07
|
|
2014
|
|
3,650,000
|
|
|
$
|
—
|
|
|
$
|
5.50
|
|
Period
|
|
Volumes
(in Bbls)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||
2012
|
|
671,600
|
|
|
$
|
89.95
|
|
|
$
|
102.95
|
|
2013
|
|
2,591,500
|
|
|
$
|
88.85
|
|
|
$
|
103.32
|
|
2014
|
|
1,642,500
|
|
|
$
|
89.50
|
|
|
$
|
102.64
|
|
2015
|
|
985,500
|
|
|
$
|
89.91
|
|
|
$
|
100.08
|
|
2016
|
|
244,000
|
|
|
$
|
85.00
|
|
|
$
|
104.00
|
|
Period
|
|
Volumes
(in Bbls)
|
|
Weighted
Average
Short Put Price
($/Bbl)
|
|
Weighted
Average
Put Spread
($/Bbl)
|
|||||
2014
|
|
182,500
|
|
|
$
|
65.00
|
|
|
$
|
20.00
|
|
2015
|
|
365,000
|
|
|
$
|
65.00
|
|
|
$
|
20.00
|
|
2016
|
|
244,000
|
|
|
$
|
65.00
|
|
|
$
|
20.00
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Realized gain (loss) on derivative instruments, net
|
|
$
|
9,310
|
|
|
$
|
8,626
|
|
|
$
|
30,330
|
|
|
$
|
23,536
|
|
Unrealized gain (loss) on derivative instruments, net
|
|
(24,163
|
)
|
|
17,030
|
|
|
(3,898
|
)
|
|
13,998
|
|
||||
Gain (loss) on derivative instruments, net
|
|
$
|
(14,853
|
)
|
|
$
|
25,656
|
|
|
$
|
26,432
|
|
|
$
|
37,534
|
|
Exhibit
Number
|
|
Exhibit Description
|
*4.1
|
–
|
Eleventh Supplemental Indenture dated November 6, 2012 among Carrizo Oil & Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
|
*4.2
|
–
|
Twelfth Supplemental Indenture dated November 6, 2012 among Carrizo Oil & Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
|
*4.3
|
–
|
Thirteenth Supplemental Indenture dated November 6, 2012 among Carrizo Oil & Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
|
*4.4
|
–
|
Fourteenth Supplemental Indenture dated November 6, 2012 among Carrizo Oil & Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
|
10.1
|
–
|
Second Amendment to Credit Agreement, dated as of September 4, 2012, among Carrizo Oil & Gas, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lender parties thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 4, 2012).
|
*10.2
|
–
|
Third Amendment to Credit Agreement, dated as of September 27, 2012, among Carrizo Oil & Gas, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lender parties thereto.
|
*31.1
|
–
|
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
–
|
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*32.1
|
–
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*32.2
|
–
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*101
|
–
|
Interactive Data Files
|
|
|
|
Carrizo Oil & Gas, Inc.
(Registrant)
|
||
|
|
|
|
|
|
Date:
|
November 7, 2012
|
|
By:
|
|
/s/ Paul F. Boling
|
|
|
|
Vice President, Chief Financial Officer and Secretary
(Principal Financial Officer)
|
||
|
|
|
|
||
Date:
|
November 7, 2012
|
|
By:
|
|
/s/ David L. Pitts
|
|
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
ARTICLE ONE GUARANTEE
|
1
|
|
|
|
|
SECTION 101 Guarantee
|
1
|
|
|
|
|
ARTICLE TWO MISCELLANEOUS PROVISIONS
|
2
|
|
|
|
|
SECTION 201 Integral Part
|
2
|
|
SECTION 202 General Definitions
|
2
|
|
SECTION 203 Adoption, Ratification and Confirmation
|
2
|
|
SECTION 204 The Trustee
|
2
|
|
SECTION 205 Counterparts
|
2
|
|
SECTION 206 Governing Law
|
2
|
|
|
|
ARTICLE ONE GUARANTEE
|
2
|
|
|
|
|
SECTION 101 Guarantee
|
2
|
|
|
|
|
ARTICLE TWO MISCELLANEOUS PROVISIONS
|
2
|
|
|
|
|
SECTION 201 Integral Part
|
2
|
|
SECTION 202 General Definitions
|
2
|
|
SECTION 203 Adoption, Ratification and Confirmation
|
2
|
|
SECTION 204 The Trustee
|
2
|
|
SECTION 205 Counterparts
|
2
|
|
SECTION 206 Governing Law
|
3
|
|
|
|
ARTICLE ONE GUARANTEE
|
2
|
|
|
|
|
SECTION 101 Guarantee
|
2
|
|
|
|
|
ARTICLE TWO MISCELLANEOUS PROVISIONS
|
2
|
|
|
|
|
SECTION 201 Integral Part
|
2
|
|
SECTION 202 General Definitions
|
2
|
|
SECTION 203 Adoption, Ratification and Confirmation
|
2
|
|
SECTION 204 The Trustee
|
3
|
|
SECTION 205 Counterparts
|
3
|
|
SECTION 206 Governing Law
|
3
|
|
SECTION 101
|
Guarantee
|
SECTION 201
|
Integral Part.
|
SECTION 202
|
General Definitions.
|
SECTION 203
|
Adoption, Ratification and Confirmation.
|
SECTION 204
|
The Trustee.
|
SECTION 205
|
Counterparts.
|
SECTION 206
|
Governing Law.
|
ARTICLE ONE GUARANTEE
|
2
|
|
|
|
|
SECTION 101 Amendments
|
2
|
|
|
|
|
ARTICLE TWO MISCELLANEOUS PROVISIONS
|
2
|
|
|
|
|
SECTION 201 Integral Part
|
2
|
|
SECTION 202 General Definitions
|
2
|
|
SECTION 203 Adoption, Ratification and Confirmation
|
2
|
|
SECTION 204 The Trustee
|
2
|
|
SECTION 205 Counterparts
|
3
|
|
SECTION 206 Governing Law
|
3
|
|
|
|
Calendar Year Hedged (relative to measurement date)
|
Percentage Limitation
|
|
Oil
|
NGL's/Gas
|
|
Months 1-24
|
100%
|
100%
|
Months 25-36
|
75%
|
75%
|
Months 37-60
|
50%
|
50%
|
Name of Lender
|
Applicable Percentage
|
Maximum Credit Amount
|
Wells Fargo Bank, National Association
|
12.30%
|
$92,216,537.67
|
Capital One, N.A.
|
11.76%
|
$88,218,493.15
|
Compass Bank
|
11.76%
|
$88,218,493.15
|
Credit Agricole Corporate and Investment Bank
|
11.76%
|
$88,218,493.15
|
Royal Bank of Canada
|
11.76%
|
$88,218,493.15
|
Credit Suisse AG, Cayman Islands Branch
|
8.55%
|
$64,160,958.90
|
Regions Bank
|
8.55%
|
$64,160,958.90
|
Societe Generale
|
8.55%
|
$64,160,958.90
|
Union Bank, N.A.
|
8.14%
|
$61,056,750.00
|
Associated Bank, N.A.
|
6.84%
|
$51,369,863.01
|
TOTAL
|
100.00%
|
$750,000,000.00
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Carrizo Oil & Gas, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 7, 2012
|
/s/ S.P. Johnson, IV
|
|
|
S.P. Johnson, IV
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Carrizo Oil & Gas, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 7, 2012
|
/s/ Paul F. Boling
|
|
|
Paul F. Boling
Vice President, Chief Financial Officer and Secretary
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2012
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 7, 2012
|
/s/ S.P. Johnson, IV
|
|
|
S.P. Johnson, IV
President and Chief Executive Officer
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2012
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 7, 2012
|
/s/ Paul F. Boling
|
|
|
Paul F. Boling
Vice President, Chief Financial Officer and Secretary
|