x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Texas
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76-0415919
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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||
500 Dallas Street, Suite 2300, Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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||||||
Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PAGE
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Part I. Financial Information
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|
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Item 1.
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Consolidated Financial Statements
(Unaudited)
|
|
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||
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||
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||
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Notes to Consolidated Financial Statements
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Item 2.
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Item 3.
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Item 4.
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Part II. Other Information
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Signatures
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CARRIZO OIL & GAS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
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||||||||
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September 30,
2015 |
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December 31,
2014 |
||||
Assets
|
|
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|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
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$2,004
|
|
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$10,838
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Accounts receivable, net
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57,305
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|
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92,946
|
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Derivative assets
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108,882
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171,101
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Other current assets
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3,085
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3,736
|
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Total current assets
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171,276
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278,621
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Property and equipment
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|
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||||
Oil and gas properties, full cost method
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Proved properties, net
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1,654,133
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2,086,727
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Unproved properties, not being amortized
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403,513
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535,197
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Other property and equipment, net
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13,373
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7,329
|
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||
Total property and equipment, net
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|
2,071,019
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2,629,253
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Deferred income taxes
|
|
38,807
|
|
|
—
|
|
||
Derivative assets
|
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6,457
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43,684
|
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||
Debt issuance costs
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25,275
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25,403
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Other assets
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5,453
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4,515
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Total Assets
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$2,318,287
|
|
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$2,981,476
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|
|
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|
||||
Liabilities and Shareholders’ Equity
|
|
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||||
Current liabilities
|
|
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||||
Accounts payable
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$50,650
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$106,819
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Revenues and royalties payable
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69,899
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66,954
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Accrued capital expenditures
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69,463
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106,149
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Accrued interest
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19,359
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21,149
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Liabilities of discontinued operations
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3,234
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4,405
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Deferred income taxes
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|
38,807
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61,258
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Other current liabilities
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50,671
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57,570
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Total current liabilities
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302,083
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424,304
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Long-term debt
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1,412,221
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1,351,346
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Liabilities of discontinued operations
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2,037
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8,394
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|
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Deferred income taxes
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|
—
|
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77,349
|
|
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Asset retirement obligations
|
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14,489
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12,187
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Other liabilities
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9,077
|
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4,455
|
|
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Total liabilities
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1,739,907
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1,878,035
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Commitments and contingencies
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Shareholders’ equity
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|
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|
||||
Common stock, $0.01 par value, 90,000,000 shares authorized; 51,971,797 issued and outstanding as of September 30, 2015 and 46,127,924 issued and outstanding as of December 31, 2014
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520
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461
|
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||
Additional paid-in capital
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1,165,305
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915,436
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Retained earnings (Accumulated deficit)
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(587,445
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)
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187,544
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Total shareholders’ equity
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578,380
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1,103,441
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Total Liabilities and Shareholders’ Equity
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$2,318,287
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$2,981,476
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Revenues
|
|
|
|
|
|
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||||||||
Crude oil
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$95,237
|
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$173,277
|
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$289,552
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$469,601
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Natural gas liquids
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3,330
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7,798
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11,602
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19,669
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||||
Natural gas
|
7,670
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15,150
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28,627
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57,642
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|
||||
Total revenues
|
106,237
|
|
|
196,225
|
|
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329,781
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546,912
|
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||||
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||||||||
Costs and Expenses
|
|
|
|
|
|
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||||||||
Lease operating
|
22,213
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21,019
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67,304
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|
51,002
|
|
||||
Production taxes
|
4,264
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8,393
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13,313
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|
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22,666
|
|
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Ad valorem taxes
|
2,256
|
|
|
2,235
|
|
|
7,012
|
|
|
5,569
|
|
||||
Depreciation, depletion and amortization
|
81,256
|
|
|
83,572
|
|
|
234,458
|
|
|
228,912
|
|
||||
General and administrative
|
4,207
|
|
|
9,538
|
|
|
54,879
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|
|
65,481
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|
||||
(Gain) loss on derivatives, net
|
(28,752
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)
|
|
(71,783
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)
|
|
(42,596
|
)
|
|
(11,153
|
)
|
||||
Interest expense, net
|
16,208
|
|
|
12,201
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|
|
51,403
|
|
|
36,557
|
|
||||
Impairment of oil and gas properties
|
812,752
|
|
|
—
|
|
|
812,752
|
|
|
—
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
38,137
|
|
|
—
|
|
||||
Other expense, net
|
3,516
|
|
|
549
|
|
|
10,789
|
|
|
1,536
|
|
||||
Total costs and expenses
|
917,920
|
|
|
65,724
|
|
|
1,247,451
|
|
|
400,570
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (Loss) From Continuing Operations Before Income Taxes
|
(811,683
|
)
|
|
130,501
|
|
|
(917,670
|
)
|
|
146,342
|
|
||||
Income tax (expense) benefit
|
102,915
|
|
|
(47,504
|
)
|
|
140,456
|
|
|
(53,510
|
)
|
||||
Income (Loss) From Continuing Operations
|
(708,768
|
)
|
|
82,997
|
|
|
(777,214
|
)
|
|
92,832
|
|
||||
Income (Loss) From Discontinued Operations, Net of Income Taxes
|
1,121
|
|
|
792
|
|
|
2,225
|
|
|
(748
|
)
|
||||
Net Income (Loss)
|
|
($707,647
|
)
|
|
|
$83,789
|
|
|
|
($774,989
|
)
|
|
|
$92,084
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Per Common Share - Basic
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
($13.75
|
)
|
|
|
$1.83
|
|
|
|
($15.62
|
)
|
|
|
$2.05
|
|
Income (loss) from discontinued operations, net of income taxes
|
0.02
|
|
|
0.02
|
|
|
0.04
|
|
|
(0.02
|
)
|
||||
Net income (loss)
|
|
($13.73
|
)
|
|
|
$1.85
|
|
|
|
($15.58
|
)
|
|
|
$2.03
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Per Common Share - Diluted
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
($13.75
|
)
|
|
|
$1.80
|
|
|
|
($15.62
|
)
|
|
|
$2.01
|
|
Income (loss) from discontinued operations, net of income taxes
|
0.02
|
|
|
0.02
|
|
|
0.04
|
|
|
(0.01
|
)
|
||||
Net income (loss)
|
|
($13.73
|
)
|
|
|
$1.82
|
|
|
|
($15.58
|
)
|
|
|
$2.00
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Common Shares Outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
51,543
|
|
|
45,257
|
|
|
49,742
|
|
|
45,277
|
|
||||
Diluted
|
51,543
|
|
|
46,029
|
|
|
49,742
|
|
|
46,109
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income (loss)
|
|
($774,989
|
)
|
|
|
$92,084
|
|
(Income) loss from discontinued operations, net of income taxes
|
(2,225
|
)
|
|
748
|
|
||
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities from continuing operations
|
|
|
|
||||
Depreciation, depletion and amortization
|
234,458
|
|
|
228,912
|
|
||
Impairment of oil and gas properties
|
812,752
|
|
|
—
|
|
||
(Gain) loss on derivatives, net
|
(42,596
|
)
|
|
(11,153
|
)
|
||
Cash received (paid) for derivative settlements, net
|
141,909
|
|
|
(25,499
|
)
|
||
Loss on extinguishment of debt
|
38,137
|
|
|
—
|
|
||
Stock-based compensation, net
|
9,203
|
|
|
28,209
|
|
||
Deferred income taxes
|
(140,538
|
)
|
|
48,908
|
|
||
Non-cash interest expense, net
|
3,564
|
|
|
2,021
|
|
||
Other, net
|
4,554
|
|
|
(1,705
|
)
|
||
Changes in operating assets and liabilities-
|
|
|
|
||||
Accounts receivable
|
27,395
|
|
|
(1,767
|
)
|
||
Accounts payable
|
(18,115
|
)
|
|
33,024
|
|
||
Accrued liabilities
|
(5,614
|
)
|
|
(771
|
)
|
||
Other, net
|
(3,676
|
)
|
|
(4,324
|
)
|
||
Net cash provided by operating activities from continuing operations
|
284,219
|
|
|
388,687
|
|
||
Net cash used in operating activities from discontinued operations
|
(1,247
|
)
|
|
(1,162
|
)
|
||
Net cash provided by operating activities
|
282,972
|
|
|
387,525
|
|
||
Cash Flows From Investing Activities
|
|
|
|
||||
Capital expenditures - oil and gas properties
|
(541,616
|
)
|
|
(665,517
|
)
|
||
Capital expenditures - other property and equipment
|
(1,270
|
)
|
|
(569
|
)
|
||
Proceeds from sales of oil and gas properties, net
|
7,934
|
|
|
10,487
|
|
||
Other, net
|
(4,120
|
)
|
|
1,418
|
|
||
Net cash used in investing activities from continuing operations
|
(539,072
|
)
|
|
(654,181
|
)
|
||
Net cash used in investing activities from discontinued operations
|
(2,125
|
)
|
|
(6,773
|
)
|
||
Net cash used in investing activities
|
(541,197
|
)
|
|
(660,954
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuance of senior notes
|
650,000
|
|
|
—
|
|
||
Tender and redemption of senior notes
|
(626,681
|
)
|
|
—
|
|
||
Payment of deferred purchase payment
|
(150,000
|
)
|
|
—
|
|
||
Borrowings under credit agreement
|
1,045,521
|
|
|
646,000
|
|
||
Repayments of borrowings under credit agreement
|
(889,031
|
)
|
|
(527,000
|
)
|
||
Payments of debt issuance costs
|
(11,665
|
)
|
|
(594
|
)
|
||
Sale of common stock, net of offering costs
|
231,316
|
|
|
—
|
|
||
Excess tax benefits from stock-based compensation
|
—
|
|
|
4,602
|
|
||
Proceeds from stock options exercised
|
46
|
|
|
143
|
|
||
Other, net
|
(115
|
)
|
|
—
|
|
||
Net cash provided by financing activities from continuing operations
|
249,391
|
|
|
123,151
|
|
||
Net cash provided by financing activities from discontinued operations
|
—
|
|
|
—
|
|
||
Net cash provided by financing activities
|
249,391
|
|
|
123,151
|
|
||
Net Decrease in Cash and Cash Equivalents
|
(8,834
|
)
|
|
(150,278
|
)
|
||
Cash and Cash Equivalents, Beginning of Period
|
10,838
|
|
|
157,439
|
|
||
Cash and Cash Equivalents, End of Period
|
|
$2,004
|
|
|
|
$7,161
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Revenues
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
(62
|
)
|
|
259
|
|
|
1,305
|
|
|
1,162
|
|
||||
Decrease in estimated future obligations
|
|
(1,765
|
)
|
|
(2,144
|
)
|
|
(5,460
|
)
|
|
(696
|
)
|
||||
Loss on derivatives, net
|
|
—
|
|
|
16
|
|
|
—
|
|
|
34
|
|
||||
Income (Loss) From Discontinued Operations Before Income Taxes
|
|
1,827
|
|
|
1,869
|
|
|
4,155
|
|
|
(500
|
)
|
||||
Income tax expense
|
|
(706
|
)
|
|
(1,077
|
)
|
|
(1,930
|
)
|
|
(248
|
)
|
||||
Income (Loss) From Discontinued Operations, Net of Income Taxes
|
|
|
$1,121
|
|
|
|
$792
|
|
|
|
$2,225
|
|
|
|
($748
|
)
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
|
(In thousands)
|
||||||
Proved properties
|
|
|
$3,785,676
|
|
|
|
$3,174,268
|
|
Accumulated depreciation, depletion and amortization, including impairment
|
|
(2,131,543
|
)
|
|
(1,087,541
|
)
|
||
Proved properties, net
|
|
1,654,133
|
|
|
2,086,727
|
|
||
Unproved properties, not being amortized
|
|
|
|
|
||||
Unevaluated leasehold and seismic costs
|
|
334,057
|
|
|
401,954
|
|
||
Exploratory wells in progress
|
|
17,167
|
|
|
71,402
|
|
||
Capitalized interest
|
|
52,289
|
|
|
61,841
|
|
||
Total unproved properties, not being amortized
|
|
403,513
|
|
|
535,197
|
|
||
Other property and equipment
|
|
23,332
|
|
|
16,017
|
|
||
Accumulated depreciation
|
|
(9,959
|
)
|
|
(8,688
|
)
|
||
Other property and equipment, net
|
|
13,373
|
|
|
7,329
|
|
||
Total property and equipment, net
|
|
|
$2,071,019
|
|
|
|
$2,629,253
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Income (loss) from continuing operations before income taxes
|
|
|
($811,683
|
)
|
|
|
$130,501
|
|
|
|
($917,670
|
)
|
|
|
$146,342
|
|
Income tax (expense) benefit at the statutory rate
|
|
284,089
|
|
|
(45,675
|
)
|
|
321,185
|
|
|
(51,220
|
)
|
||||
State income tax (expense) benefit, net of U.S. Federal income taxes and increase in valuation allowance
|
|
6,542
|
|
|
(2,560
|
)
|
|
6,321
|
|
|
(2,974
|
)
|
||||
2015 Texas Franchise Tax rate reduction, net of U.S. Federal income tax expense
|
|
—
|
|
|
—
|
|
|
1,671
|
|
|
—
|
|
||||
Deferred tax asset valuation allowance
|
|
(187,607
|
)
|
|
—
|
|
|
(187,607
|
)
|
|
—
|
|
||||
Other
|
|
(109
|
)
|
|
731
|
|
|
(1,114
|
)
|
|
684
|
|
||||
Total income tax (expense) benefit from continuing operations
|
|
|
$102,915
|
|
|
|
($47,504
|
)
|
|
|
$140,456
|
|
|
|
($53,510
|
)
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
|
(In thousands)
|
||||||
Long-term debt
|
|
|
|
|
||||
Deferred purchase payment due 2015
|
|
|
$—
|
|
|
|
$150,000
|
|
Unamortized discount for deferred purchase payment
|
|
—
|
|
|
(1,100
|
)
|
||
Senior Secured Revolving Credit Facility due 2018
|
|
156,490
|
|
|
—
|
|
||
8.625% Senior Notes due 2018
|
|
—
|
|
|
600,000
|
|
||
Unamortized discount for 8.625% Senior Notes
|
|
—
|
|
|
(3,444
|
)
|
||
7.50% Senior Notes due 2020
|
|
600,000
|
|
|
600,000
|
|
||
Unamortized premium for 7.50% Senior Notes
|
|
1,306
|
|
|
1,465
|
|
||
6.25% Senior Notes due 2023
|
|
650,000
|
|
|
—
|
|
||
Other long-term debt due 2028
|
|
4,425
|
|
|
4,425
|
|
||
Total long-term debt
|
|
|
$1,412,221
|
|
|
|
$1,351,346
|
|
Ratio of Outstanding Borrowings and Letters of Credit to Lender Commitments
|
|
Applicable
Margin for
Base Rate
Loans
|
|
Applicable
Margin for Eurodollar
Loans
|
|
Commitment Fee
|
Less than 25%
|
|
0.50%
|
|
1.50%
|
|
0.375%
|
Greater than or equal to 25% but less than 50%
|
|
0.75%
|
|
1.75%
|
|
0.375%
|
Greater than or equal to 50% but less than 75%
|
|
1.00%
|
|
2.00%
|
|
0.500%
|
Greater than or equal to 75% but less than 90%
|
|
1.25%
|
|
2.25%
|
|
0.500%
|
Greater than or equal to 90%
|
|
1.50%
|
|
2.50%
|
|
0.500%
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Stock appreciation rights
|
|
|
($11,557
|
)
|
|
|
($8,935
|
)
|
|
|
($5,666
|
)
|
|
|
$10,637
|
|
Restricted stock awards and units
|
|
6,013
|
|
|
8,592
|
|
|
17,242
|
|
|
22,517
|
|
||||
Performance share awards
|
|
598
|
|
|
592
|
|
|
1,363
|
|
|
925
|
|
||||
|
|
(4,946
|
)
|
|
249
|
|
|
12,939
|
|
|
34,079
|
|
||||
Less: amounts capitalized to proved and unproved properties
|
|
(647
|
)
|
|
(1,179
|
)
|
|
(3,736
|
)
|
|
(5,870
|
)
|
||||
Total stock-based compensation expense (benefit), net
|
|
|
($5,593
|
)
|
|
|
($930
|
)
|
|
|
$9,203
|
|
|
|
$28,209
|
|
Income tax benefit (expense)
|
|
|
($1,958
|
)
|
|
|
($326
|
)
|
|
|
$3,221
|
|
|
|
$9,874
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Income (Loss) from Continuing Operations
|
|
|
($708,768
|
)
|
|
|
$82,997
|
|
|
|
($777,214
|
)
|
|
|
$92,832
|
|
Basic weighted average common shares outstanding
|
|
51,543
|
|
|
45,257
|
|
|
49,742
|
|
|
45,277
|
|
||||
Effect of dilutive instruments
|
|
—
|
|
|
772
|
|
|
—
|
|
|
832
|
|
||||
Diluted weighted average common shares outstanding
|
|
51,543
|
|
|
46,029
|
|
|
49,742
|
|
|
46,109
|
|
||||
Income (Loss) from Continuing Operations Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
($13.75
|
)
|
|
|
$1.83
|
|
|
|
($15.62
|
)
|
|
|
$2.05
|
|
Diluted
|
|
|
($13.75
|
)
|
|
|
$1.80
|
|
|
|
($15.62
|
)
|
|
|
$2.01
|
|
Period
|
|
Type of Contract
|
|
Volumes
(in Bbls/d)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||
October - December 2015
|
|
Costless Collars
|
|
16,200
|
|
|
|
$50.00
|
|
|
|
$67.34
|
|
2016
|
|
Costless Collars
|
|
5,490
|
|
|
|
$50.96
|
|
|
|
$74.73
|
|
2016
|
|
Fixed Price Swaps
|
|
3,000
|
|
|
|
$60.00
|
|
|
|
||
2017
|
|
Sold Call Options
|
|
750
|
|
|
|
|
|
$60.00
|
|
||
2018
|
|
Sold Call Options
|
|
938
|
|
|
|
|
|
$60.00
|
|
||
2019
|
|
Sold Call Options
|
|
1,125
|
|
|
|
|
|
$62.50
|
|
||
2020
|
|
Sold Call Options
|
|
1,500
|
|
|
|
|
|
$65.00
|
|
Period
|
|
Type of Contract
|
|
Volumes
(in MMBtu/d)
|
|
Weighted
Average
Fixed Price
($/MMBtu)
|
|||
October - December 2015
|
|
Fixed Price Swaps
|
|
30,000
|
|
|
|
$4.29
|
|
Counterparty
|
|
September 30, 2015
|
|
December 31, 2014
|
||
Wells Fargo
|
|
51
|
%
|
|
37
|
%
|
Societe Generale
|
|
31
|
%
|
|
26
|
%
|
Regions
|
|
11
|
%
|
|
8
|
%
|
Union Bank
|
|
6
|
%
|
|
4
|
%
|
Royal Bank of Canada
|
|
1
|
%
|
|
1
|
%
|
Credit Suisse
|
|
—
|
%
|
|
24
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
September 30, 2015
|
||||||||||
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
||||||
|
|
(In thousands)
|
||||||||||
Derivative assets
|
|
|
|
|
|
|
||||||
Derivative assets-current
|
|
|
$138,016
|
|
|
|
($29,134
|
)
|
|
|
$108,882
|
|
Derivative assets-noncurrent
|
|
20,582
|
|
|
(14,125
|
)
|
|
6,457
|
|
|||
Derivative liabilities
|
|
|
|
|
|
|
||||||
Other current liabilities
|
|
(29,201
|
)
|
|
29,134
|
|
|
(67
|
)
|
|||
Other liabilities
|
|
(14,125
|
)
|
|
14,125
|
|
|
—
|
|
|||
Total
|
|
|
$115,272
|
|
|
|
$—
|
|
|
|
$115,272
|
|
|
|
December 31, 2014
|
||||||||||
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
||||||
|
|
(In thousands)
|
||||||||||
Derivative assets
|
|
|
|
|
|
|
||||||
Derivative assets-current
|
|
|
$183,625
|
|
|
|
($12,524
|
)
|
|
|
$171,101
|
|
Derivative assets-noncurrent
|
|
44,725
|
|
|
(1,041
|
)
|
|
43,684
|
|
|||
Derivative liabilities
|
|
|
|
|
|
|
||||||
Other current liabilities
|
|
(12,707
|
)
|
|
12,524
|
|
|
(183
|
)
|
|||
Other liabilities
|
|
(1,058
|
)
|
|
1,041
|
|
|
(17
|
)
|
|||
Total
|
|
|
$214,585
|
|
|
|
$—
|
|
|
|
$214,585
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Deferred purchase payment due 2015
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$148,900
|
|
|
|
$148,558
|
|
8.625% Senior Notes due 2018
|
|
—
|
|
|
—
|
|
|
596,555
|
|
|
597,000
|
|
||||
7.50% Senior Notes due 2020
|
|
601,306
|
|
|
559,500
|
|
|
601,466
|
|
|
573,000
|
|
||||
6.25% Senior Notes due 2023
|
|
650,000
|
|
|
568,750
|
|
|
—
|
|
|
—
|
|
||||
Other long-term debt due 2028
|
|
4,425
|
|
|
4,115
|
|
|
4,425
|
|
|
4,071
|
|
|
|
September 30, 2015
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
|
|
$2,435,168
|
|
|
|
$54,592
|
|
|
|
$—
|
|
|
|
($2,318,484
|
)
|
|
|
$171,276
|
|
Total property and equipment, net
|
|
44,924
|
|
|
2,025,508
|
|
|
3,059
|
|
|
(2,472
|
)
|
|
2,071,019
|
|
|||||
Investment in subsidiaries
|
|
(424,195
|
)
|
|
—
|
|
|
—
|
|
|
424,195
|
|
|
—
|
|
|||||
Other assets
|
|
100,060
|
|
|
154
|
|
|
—
|
|
|
(24,222
|
)
|
|
75,992
|
|
|||||
Total Assets
|
|
|
$2,155,957
|
|
|
|
$2,080,254
|
|
|
|
$3,059
|
|
|
|
($1,920,983
|
)
|
|
|
$2,318,287
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
$143,420
|
|
|
|
$2,477,107
|
|
|
|
$3,059
|
|
|
|
($2,321,503
|
)
|
|
|
$302,083
|
|
Long-term liabilities
|
|
1,422,239
|
|
|
27,342
|
|
|
—
|
|
|
(11,757
|
)
|
|
1,437,824
|
|
|||||
Total shareholders’ equity
|
|
590,298
|
|
|
(424,195
|
)
|
|
—
|
|
|
412,277
|
|
|
578,380
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
|
|
$2,155,957
|
|
|
|
$2,080,254
|
|
|
|
$3,059
|
|
|
|
($1,920,983
|
)
|
|
|
$2,318,287
|
|
|
|
December 31, 2014
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
|
|
$2,380,445
|
|
|
|
$245,051
|
|
|
|
$111
|
|
|
|
($2,346,986
|
)
|
|
|
$278,621
|
|
Total property and equipment, net
|
|
613
|
|
|
2,562,029
|
|
|
39,939
|
|
|
26,672
|
|
|
2,629,253
|
|
|||||
Investment in subsidiaries
|
|
233,173
|
|
|
—
|
|
|
—
|
|
|
(233,173
|
)
|
|
—
|
|
|||||
Other assets
|
|
140,774
|
|
|
—
|
|
|
—
|
|
|
(67,172
|
)
|
|
73,602
|
|
|||||
Total Assets
|
|
|
$2,755,005
|
|
|
|
$2,807,080
|
|
|
|
$40,050
|
|
|
|
($2,620,659
|
)
|
|
|
$2,981,476
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
$296,686
|
|
|
|
$2,434,649
|
|
|
|
$39,955
|
|
|
|
($2,346,986
|
)
|
|
|
$424,304
|
|
Long-term liabilities
|
|
1,364,793
|
|
|
139,353
|
|
|
—
|
|
|
(50,415
|
)
|
|
1,453,731
|
|
|||||
Total shareholders’ equity
|
|
1,093,526
|
|
|
233,078
|
|
|
95
|
|
|
(223,258
|
)
|
|
1,103,441
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
|
|
$2,755,005
|
|
|
|
$2,807,080
|
|
|
|
$40,050
|
|
|
|
($2,620,659
|
)
|
|
|
$2,981,476
|
|
|
|
Three Months Ended September 30, 2015
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
|
|
$235
|
|
|
|
$106,002
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$106,237
|
|
Total costs and expenses
|
|
(6,718
|
)
|
|
890,350
|
|
|
—
|
|
|
34,288
|
|
|
917,920
|
|
|||||
Income (loss) from continuing operations before
income taxes
|
|
6,953
|
|
|
(784,348
|
)
|
|
—
|
|
|
(34,288
|
)
|
|
(811,683
|
)
|
|||||
Income tax (expense) benefit
|
|
(25,496
|
)
|
|
119,847
|
|
|
—
|
|
|
8,564
|
|
|
102,915
|
|
|||||
Equity in loss of subsidiaries
|
|
(664,501
|
)
|
|
—
|
|
|
—
|
|
|
664,501
|
|
|
—
|
|
|||||
Loss from continuing operations
|
|
(683,044
|
)
|
|
(664,501
|
)
|
|
—
|
|
|
638,777
|
|
|
(708,768
|
)
|
|||||
Income from discontinued operations, net of
income taxes
|
|
1,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,121
|
|
|||||
Net loss
|
|
|
($681,923
|
)
|
|
|
($664,501
|
)
|
|
|
$—
|
|
|
|
$638,777
|
|
|
|
($707,647
|
)
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
|
|
$924
|
|
|
|
$195,301
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$196,225
|
|
Total costs and expenses
|
|
(42,829
|
)
|
|
116,622
|
|
|
—
|
|
|
(8,069
|
)
|
|
65,724
|
|
|||||
Income from continuing operations before
income taxes
|
|
43,753
|
|
|
78,679
|
|
|
—
|
|
|
8,069
|
|
|
130,501
|
|
|||||
Income tax expense
|
|
(15,312
|
)
|
|
(27,538
|
)
|
|
—
|
|
|
(4,654
|
)
|
|
(47,504
|
)
|
|||||
Equity in income of subsidiaries
|
|
51,141
|
|
|
—
|
|
|
—
|
|
|
(51,141
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
|
79,582
|
|
|
51,141
|
|
|
—
|
|
|
(47,726
|
)
|
|
82,997
|
|
|||||
Income from discontinued operations, net of
income taxes
|
|
792
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
792
|
|
|||||
Net income
|
|
|
$80,374
|
|
|
|
$51,141
|
|
|
|
$—
|
|
|
|
($47,726
|
)
|
|
|
$83,789
|
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
|
|
$1,485
|
|
|
|
$328,296
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$329,781
|
|
Total costs and expenses
|
|
116,793
|
|
|
1,101,671
|
|
|
—
|
|
|
28,987
|
|
|
1,247,451
|
|
|||||
Loss from continuing operations before income taxes
|
|
(115,308
|
)
|
|
(773,375
|
)
|
|
—
|
|
|
(28,987
|
)
|
|
(917,670
|
)
|
|||||
Income tax benefit
|
|
17,296
|
|
|
116,006
|
|
|
—
|
|
|
7,154
|
|
|
140,456
|
|
|||||
Equity in loss of subsidiaries
|
|
(657,369
|
)
|
|
—
|
|
|
—
|
|
|
657,369
|
|
|
—
|
|
|||||
Loss from continuing operations
|
|
(755,381
|
)
|
|
(657,369
|
)
|
|
—
|
|
|
635,536
|
|
|
(777,214
|
)
|
|||||
Income from discontinued operations, net of
income taxes
|
|
2,225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,225
|
|
|||||
Net loss
|
|
|
($753,156
|
)
|
|
|
($657,369
|
)
|
|
|
$—
|
|
|
|
$635,536
|
|
|
|
($774,989
|
)
|
|
||||||||||||||||||||
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
|
|
$3,696
|
|
|
|
$543,216
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$546,912
|
|
Total costs and expenses
|
|
90,811
|
|
|
315,619
|
|
|
—
|
|
|
(5,860
|
)
|
|
400,570
|
|
|||||
Income (loss) from continuing operations before
income taxes |
|
(87,115
|
)
|
|
227,597
|
|
|
—
|
|
|
5,860
|
|
|
146,342
|
|
|||||
Income tax (expense) benefit
|
|
30,491
|
|
|
(79,659
|
)
|
|
—
|
|
|
(4,342
|
)
|
|
(53,510
|
)
|
|||||
Equity in income of subsidiaries
|
|
147,938
|
|
|
—
|
|
|
—
|
|
|
(147,938
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
|
91,314
|
|
|
147,938
|
|
|
—
|
|
|
(146,420
|
)
|
|
92,832
|
|
|||||
Loss from discontinued operations, net of
income taxes
|
|
(748
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(748
|
)
|
|||||
Net income
|
|
|
$90,566
|
|
|
|
$147,938
|
|
|
|
$—
|
|
|
|
($146,420
|
)
|
|
|
$92,084
|
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities from
continuing operations |
|
|
($8,817
|
)
|
|
|
$293,036
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$284,219
|
|
Net cash used in investing activities from
continuing operations
|
|
(396,036
|
)
|
|
(529,046
|
)
|
|
—
|
|
|
386,010
|
|
|
(539,072
|
)
|
|||||
Net cash provided by financing activities from
continuing operations |
|
399,391
|
|
|
236,010
|
|
|
—
|
|
|
(386,010
|
)
|
|
249,391
|
|
|||||
Net cash used in discontinued operations
|
|
(3,372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,372
|
)
|
|||||
Net decrease in cash and cash equivalents
|
|
(8,834
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,834
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
10,838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,838
|
|
|||||
Cash and cash equivalents, end of period
|
|
|
$2,004
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$2,004
|
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities from
continuing operations
|
|
|
($132,889
|
)
|
|
|
$521,576
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$388,687
|
|
Net cash used in investing activities from
continuing operations |
|
(132,605
|
)
|
|
(632,160
|
)
|
|
(24,717
|
)
|
|
135,301
|
|
|
(654,181
|
)
|
|||||
Net cash provided by financing activities from
continuing operations
|
|
123,151
|
|
|
110,584
|
|
|
24,717
|
|
|
(135,301
|
)
|
|
123,151
|
|
|||||
Net cash used in discontinued operations
|
|
(7,935
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,935
|
)
|
|||||
Net decrease in cash and cash equivalents
|
|
(150,278
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,278
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
157,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,439
|
|
|||||
Cash and cash equivalents, end of period
|
|
|
$7,161
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$7,161
|
|
Period
|
|
Type of Contract
|
|
Volumes
(in Bbls/d)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||
2016
|
|
Fixed Price Swaps
|
|
6,315
|
|
|
|
$60.04
|
|
|
|
||
2017
|
|
Sold Call Options
|
|
1,750
|
|
|
|
|
|
$60.00
|
|
||
2018
|
|
Sold Call Options
|
|
2,450
|
|
|
|
|
|
$60.00
|
|
||
2019
|
|
Sold Call Options
|
|
2,750
|
|
|
|
|
|
$62.50
|
|
||
2020
|
|
Sold Call Options
|
|
3,075
|
|
|
|
|
|
$65.00
|
|
|
|
Three Months Ended September 30, 2015
|
|
As of September 30, 2015
|
|||||||||||||||||||||||
|
|
Drilled
|
|
Wells Brought
on Production
|
|
Waiting on Completion
|
|
Producing
|
|
Rig count
|
|||||||||||||||||
Region
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
||||||||||
Eagle Ford
|
|
20
|
|
|
18.5
|
|
|
21
|
|
|
17.5
|
|
|
25
|
|
|
23.2
|
|
|
243
|
|
|
214.8
|
|
|
2
|
|
Niobrara
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
9.8
|
|
|
115
|
|
|
49.3
|
|
|
—
|
|
Marcellus
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
4.3
|
|
|
82
|
|
|
26.3
|
|
|
—
|
|
Utica
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
3.1
|
|
|
—
|
|
Delaware Basin
|
|
1
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total
|
|
21
|
|
|
19.3
|
|
|
21
|
|
|
17.5
|
|
|
54
|
|
|
38.1
|
|
|
444
|
|
|
293.5
|
|
|
3
|
|
|
|
Three Months Ended
September 30, |
|
2015 Period
Compared to 2014 Period |
|||||||||||
|
|
2015
|
|
2014
|
|
Increase (Decrease)
|
|
% Increase (Decrease)
|
|||||||
Total production volumes -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil (MBbls)
|
|
2,169
|
|
|
1,840
|
|
|
329
|
|
|
18
|
%
|
|||
NGLs (MBbls)
|
|
346
|
|
|
274
|
|
|
72
|
|
|
26
|
%
|
|||
Natural gas (MMcf)
|
|
4,757
|
|
|
5,854
|
|
|
(1,097
|
)
|
|
(19
|
%)
|
|||
Total Natural gas and NGLs (MMcfe)
|
|
6,831
|
|
|
7,498
|
|
|
(667
|
)
|
|
(9
|
%)
|
|||
Total barrels of oil equivalent (MBoe)
|
|
3,307
|
|
|
3,090
|
|
|
217
|
|
|
7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Daily production volumes by product -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil (Bbls/d)
|
|
23,573
|
|
|
20,000
|
|
|
3,573
|
|
|
18
|
%
|
|||
NGLs (Bbls/d)
|
|
3,757
|
|
|
2,978
|
|
|
779
|
|
|
26
|
%
|
|||
Natural gas (Mcf/d)
|
|
51,710
|
|
|
63,630
|
|
|
(11,920
|
)
|
|
(19
|
%)
|
|||
Total Natural gas and NGLs (Mcfe/d)
|
|
74,252
|
|
|
81,500
|
|
|
(7,248
|
)
|
|
(9
|
%)
|
|||
Total barrels of oil equivalent (Boe/d)
|
|
35,948
|
|
|
33,587
|
|
|
2,361
|
|
|
7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Daily production volumes by region (Boe/d) -
|
|
|
|
|
|
|
|
|
|||||||
Eagle Ford
|
|
26,913
|
|
|
23,153
|
|
|
3,760
|
|
|
16
|
%
|
|||
Niobrara
|
|
2,735
|
|
|
2,790
|
|
|
(55
|
)
|
|
(2
|
%)
|
|||
Marcellus
|
|
4,443
|
|
|
7,348
|
|
|
(2,905
|
)
|
|
(40
|
%)
|
|||
Utica
|
|
1,707
|
|
|
20
|
|
|
1,687
|
|
|
8,435
|
%
|
|||
Other
|
|
150
|
|
|
276
|
|
|
(126
|
)
|
|
(46
|
%)
|
|||
Total barrels of oil equivalent (Boe/d)
|
|
35,948
|
|
|
33,587
|
|
|
2,361
|
|
|
7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average realized prices -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil ($ per Bbl)
|
|
|
$43.91
|
|
|
|
$94.17
|
|
|
|
($50.26
|
)
|
|
(53
|
%)
|
NGLs ($ per Bbl)
|
|
9.62
|
|
|
28.46
|
|
|
(18.84
|
)
|
|
(66
|
%)
|
|||
Natural gas ($ per Mcf)
|
|
1.61
|
|
|
2.59
|
|
|
(0.98
|
)
|
|
(38
|
%)
|
|||
Total Natural gas and NGLs ($ per Mcfe)
|
|
|
$1.61
|
|
|
|
$3.06
|
|
|
|
($1.45
|
)
|
|
(47
|
%)
|
Total average realized price ($ per Boe)
|
|
|
$32.12
|
|
|
|
$63.50
|
|
|
|
($31.38
|
)
|
|
(49
|
%)
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues (In thousands) -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil
|
|
|
$95,237
|
|
|
|
$173,277
|
|
|
|
($78,040
|
)
|
|
(45
|
%)
|
NGLs
|
|
3,330
|
|
|
7,798
|
|
|
(4,468
|
)
|
|
(57
|
%)
|
|||
Natural gas
|
|
7,670
|
|
|
15,150
|
|
|
(7,480
|
)
|
|
(49
|
%)
|
|||
Total revenues
|
|
|
$106,237
|
|
|
|
$196,225
|
|
|
|
($89,988
|
)
|
|
(46
|
%)
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
DD&A of proved oil and gas properties
|
|
|
$80,016
|
|
|
|
$82,645
|
|
Depreciation of other property and equipment
|
|
521
|
|
|
433
|
|
||
Amortization of other assets
|
|
432
|
|
|
293
|
|
||
Accretion of asset retirement obligations
|
|
287
|
|
|
201
|
|
||
Total DD&A
|
|
|
$81,256
|
|
|
|
$83,572
|
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Interest expense on Senior Notes
|
|
|
$21,455
|
|
|
|
$18,611
|
|
Interest expense on revolving credit facility
|
|
1,131
|
|
|
1,140
|
|
||
Amortization of debt issuance costs, premiums, and discounts
|
|
1,000
|
|
|
1,158
|
|
||
Other interest expense
|
|
140
|
|
|
13
|
|
||
Capitalized interest
|
|
(7,518
|
)
|
|
(8,721
|
)
|
||
Interest expense, net
|
|
|
$16,208
|
|
|
|
$12,201
|
|
|
|
Nine Months Ended
September 30, |
|
2015 Period
Compared to 2014 Period |
|||||||||||
|
|
2015
|
|
2014
|
|
Increase (Decrease)
|
|
% Increase (Decrease)
|
|||||||
Total production volumes -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil (MBbls)
|
|
6,120
|
|
|
4,870
|
|
|
1,250
|
|
|
26
|
%
|
|||
NGLs (MBbls)
|
|
981
|
|
|
648
|
|
|
333
|
|
|
51
|
%
|
|||
Natural gas (MMcf)
|
|
15,637
|
|
|
17,951
|
|
|
(2,314
|
)
|
|
(13
|
%)
|
|||
Total Natural gas and NGLs (MMcfe)
|
|
21,524
|
|
|
21,839
|
|
|
(315
|
)
|
|
(1
|
%)
|
|||
Total barrels of oil equivalent (MBoe)
|
|
9,708
|
|
|
8,510
|
|
|
1,198
|
|
|
14
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Daily production volumes by product -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil (Bbls/d)
|
|
22,418
|
|
|
17,839
|
|
|
4,579
|
|
|
26
|
%
|
|||
NGLs (Bbls/d)
|
|
3,594
|
|
|
2,374
|
|
|
1,220
|
|
|
51
|
%
|
|||
Natural gas (Mcf/d)
|
|
57,280
|
|
|
65,755
|
|
|
(8,475
|
)
|
|
(13
|
%)
|
|||
Total Natural gas and NGLs (Mcfe/d)
|
|
78,844
|
|
|
79,996
|
|
|
(1,152
|
)
|
|
(1
|
%)
|
|||
Total barrels of oil equivalent (Boe/d)
|
|
35,559
|
|
|
31,172
|
|
|
4,387
|
|
|
14
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Daily production volumes by region (Boe/d) -
|
|
|
|
|
|
|
|
|
|||||||
Eagle Ford
|
|
25,473
|
|
|
19,753
|
|
|
5,720
|
|
|
29
|
%
|
|||
Niobrara
|
|
3,063
|
|
|
2,497
|
|
|
566
|
|
|
23
|
%
|
|||
Marcellus
|
|
5,484
|
|
|
8,222
|
|
|
(2,738
|
)
|
|
(33
|
%)
|
|||
Utica
|
|
1,308
|
|
|
173
|
|
|
1,135
|
|
|
656
|
%
|
|||
Other
|
|
231
|
|
|
527
|
|
|
(296
|
)
|
|
(56
|
%)
|
|||
Total barrels of oil equivalent (Boe/d)
|
|
35,559
|
|
|
31,172
|
|
|
4,387
|
|
|
14
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average realized prices -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil ($ per Bbl)
|
|
|
$47.31
|
|
|
|
$96.43
|
|
|
|
($49.12
|
)
|
|
(51
|
%)
|
NGLs ($ per Bbl)
|
|
11.83
|
|
|
30.35
|
|
|
(18.52
|
)
|
|
(61
|
%)
|
|||
Natural gas ($ per Mcf)
|
|
1.83
|
|
|
3.21
|
|
|
(1.38
|
)
|
|
(43
|
%)
|
|||
Total Natural gas and NGLs ($ per Mcfe)
|
|
|
$1.87
|
|
|
|
$3.54
|
|
|
|
($1.67
|
)
|
|
(47
|
%)
|
Total average realized price ($ per Boe)
|
|
|
$33.97
|
|
|
|
$64.27
|
|
|
|
($30.30
|
)
|
|
(47
|
%)
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues (In thousands) -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil
|
|
|
$289,552
|
|
|
|
$469,601
|
|
|
|
($180,049
|
)
|
|
(38
|
%)
|
NGLs
|
|
11,602
|
|
|
19,669
|
|
|
(8,067
|
)
|
|
(41
|
%)
|
|||
Natural gas
|
|
28,627
|
|
|
57,642
|
|
|
(29,015
|
)
|
|
(50
|
%)
|
|||
Total revenues
|
|
|
$329,781
|
|
|
|
$546,912
|
|
|
|
($217,131
|
)
|
|
(40
|
%)
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
DD&A of proved oil and gas properties
|
|
|
$231,250
|
|
|
|
$226,217
|
|
Depreciation of other property and equipment
|
|
1,271
|
|
|
1,309
|
|
||
Amortization of other assets
|
|
1,123
|
|
|
894
|
|
||
Accretion of asset retirement obligations
|
|
814
|
|
|
492
|
|
||
Total DD&A
|
|
|
$234,458
|
|
|
|
$228,912
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Interest expense on Senior Notes
|
|
|
$69,428
|
|
|
|
$55,833
|
|
Interest expense on revolving credit facility
|
|
3,296
|
|
|
2,299
|
|
||
Amortization of debt issuance costs, premiums, and discounts
|
|
3,622
|
|
|
3,405
|
|
||
Other interest expense
|
|
1,247
|
|
|
24
|
|
||
Capitalized interest
|
|
(26,190
|
)
|
|
(25,004
|
)
|
||
Interest expense, net
|
|
|
$51,403
|
|
|
|
$36,557
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
September 30, 2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Drilling and completion
|
|
|
|
|
|
|
|
||||||||
Eagle Ford
|
|
$103,338
|
|
|
|
$105,833
|
|
|
|
$105,992
|
|
|
|
$315,163
|
|
Niobrara
|
20,486
|
|
|
12,976
|
|
|
5,567
|
|
|
39,029
|
|
||||
Utica
|
22,971
|
|
|
(2,591
|
)
|
|
256
|
|
|
20,636
|
|
||||
Marcellus
|
3,280
|
|
|
557
|
|
|
(2,795
|
)
|
|
1,042
|
|
||||
Other
|
1,487
|
|
|
692
|
|
|
13,067
|
|
|
15,246
|
|
||||
Total drilling and completion
|
151,562
|
|
|
117,467
|
|
|
122,087
|
|
|
391,116
|
|
||||
Leasehold and seismic (1)
|
12,440
|
|
|
18,770
|
|
|
7,754
|
|
|
38,964
|
|
||||
Total
|
|
$164,002
|
|
|
|
$136,237
|
|
|
|
$129,841
|
|
|
|
$430,080
|
|
|
(1)
|
Leasehold and seismic for the three months ended June 30, 2015 is presented net of approximately $6.5 million of proceeds related to acreage positions offered to and accepted by joint venture partners.
|
•
|
Cash provided by operations.
Cash flows from operations are highly dependent on commodity prices. As such, we hedge a portion of our forecasted production to mitigate the risk of a decline in crude oil and natural gas prices.
|
•
|
Borrowings under our revolving credit facility.
As of
October 30, 2015
, we had
no
borrowings outstanding and
$0.6 million
in letters of credit outstanding under our revolving credit facility, which reduce the amounts available under our revolving credit facility. The amount we are able to borrow is subject to compliance with the financial covenants and other provisions of the credit agreement governing our revolving credit facility.
|
•
|
Asset sales.
In order to fund our capital expenditure plan, we may consider the sale of certain properties or assets that are not part of our core business or are no longer deemed essential to our future growth, provided we are able to sell such assets on terms that are acceptable to us. We are currently exploring additional asset sales of non-core properties.
|
•
|
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. In October 2015, we sold
6.3 million
shares of our common stock in an underwritten public offering at a price of
$37.80
per share. We used a portion of the proceeds of approximately
$239.1 million
, net of underwriting discounts, to repay borrowings under our revolving credit facility, with the remainder to be used for general corporate purposes, including future potential acquisitions with a primary focus in the Delaware Basin.
|
•
|
Joint ventures.
Joint ventures with third parties through which such third parties fund a portion of our exploration activities to earn an interest in our exploration acreage or purchase a portion of interests, or both.
|
|
October - December 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and Thereafter
|
|
Total
|
||||||||||||||
Long-term debt (1)
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$156,490
|
|
|
|
$—
|
|
|
|
$1,254,425
|
|
|
|
$1,410,915
|
|
Cash interest on long-term debt (2)
|
21,577
|
|
|
90,617
|
|
|
90,617
|
|
|
88,238
|
|
|
85,819
|
|
|
188,817
|
|
|
565,685
|
|
|||||||
Capital leases
|
433
|
|
|
1,733
|
|
|
1,733
|
|
|
1,700
|
|
|
1,677
|
|
|
978
|
|
|
8,254
|
|
|||||||
Operating leases
|
1,014
|
|
|
4,055
|
|
|
4,185
|
|
|
4,248
|
|
|
4,357
|
|
|
10,753
|
|
|
28,612
|
|
|||||||
Drilling rig contracts (3)
|
9,710
|
|
|
24,261
|
|
|
20,513
|
|
|
3,957
|
|
|
—
|
|
|
—
|
|
|
58,441
|
|
|||||||
Pipeline volume commitments
|
2,469
|
|
|
5,580
|
|
|
2,465
|
|
|
2,465
|
|
|
2,390
|
|
|
5,475
|
|
|
20,844
|
|
|||||||
Asset retirement obligations and other (4)
|
1,190
|
|
|
3,180
|
|
|
1,346
|
|
|
4
|
|
|
24
|
|
|
14,456
|
|
|
20,200
|
|
|||||||
Total Contractual Obligations
|
|
$36,393
|
|
|
|
$129,426
|
|
|
|
$120,859
|
|
|
|
$257,102
|
|
|
|
$94,267
|
|
|
|
$1,474,904
|
|
|
|
$2,112,951
|
|
|
(1)
|
Long-term debt consists of the principal amounts of the 7.50% Senior Notes due 2020, the 6.25% Senior Notes due 2023, other long-term debt due 2028 and borrowings outstanding under our revolving credit facility which matures in 2018.
|
(2)
|
Cash interest on long-term debt includes cash payments for interest on the 7.50% Senior Notes due 2020, the 6.25% Senior Notes due 2023, other long-term debt due 2028 and the borrowings outstanding under our revolving credit facility which matures in 2018. Cash payments for interest on our revolving credit facility were calculated using the weighted average interest rate of the outstanding borrowings under the revolving credit facility as of
September 30, 2015
of
1.80%
.
|
(3)
|
Drilling rig contracts represent gross contractual obligations and accordingly, other joint owners in the properties operated by us will generally be billed for their working interest share of such costs.
|
(4)
|
Asset retirement obligations and other are based on estimates and assumptions that affect the reported amounts as of
September 30, 2015
. Certain of such estimates and assumptions are inherently unpredictable and will differ from actual results.
|
|
|
12-Month Average Realized Prices
|
|
Excess (Deficit) of cost center ceiling over net capitalized costs (after-tax)
|
|
Increase (Decrease) of cost center ceiling over net capitalized costs (after-tax)
|
||
Full Cost Pool Scenarios
|
|
Crude Oil ($/Bbl)
|
|
Natural Gas ($/Mcf)
|
|
(In millions)
|
|
(In millions)
|
September 30, 2015 Actual
|
|
$56.05
|
|
$2.18
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Gas Price Sensitivity
|
|
|
|
|
|
|
|
|
Oil and Gas +10%
|
|
$61.96
|
|
$2.50
|
|
$250
|
|
$250
|
Oil and Gas -10%
|
|
$50.14
|
|
$1.87
|
|
($247)
|
|
($247)
|
|
|
|
|
|
|
|
|
|
Oil Price Sensitivity
|
|
|
|
|
|
|
|
|
Oil +10%
|
|
$61.96
|
|
$2.18
|
|
$228
|
|
$228
|
Oil -10%
|
|
$50.14
|
|
$2.18
|
|
($225)
|
|
($225)
|
|
|
|
|
|
|
|
|
|
Gas Price Sensitivity
|
|
|
|
|
|
|
|
|
Gas +10%
|
|
$56.05
|
|
$2.50
|
|
$23
|
|
$23
|
Gas -10%
|
|
$56.05
|
|
$1.87
|
|
($20)
|
|
($20)
|
Period
|
|
Type of Contract
|
|
Volumes
(in Bbls/d)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||
October - December 2015
|
|
Costless Collars
|
|
16,200
|
|
|
|
$50.00
|
|
|
$67.34
|
||
2016
|
|
Costless Collars
|
|
5,490
|
|
|
|
$50.96
|
|
|
$74.73
|
||
2016
|
|
Fixed Price Swaps
|
|
3,000
|
|
|
|
$60.00
|
|
|
|
||
2017
|
|
Sold Call Options
|
|
750
|
|
|
|
|
|
$60.00
|
|
||
2018
|
|
Sold Call Options
|
|
938
|
|
|
|
|
|
$60.00
|
|
||
2019
|
|
Sold Call Options
|
|
1,125
|
|
|
|
|
|
$62.50
|
|
||
2020
|
|
Sold Call Options
|
|
1,500
|
|
|
|
|
|
$65.00
|
|
Period
|
|
Type of Contract
|
|
Volumes
(in MMBtu/d)
|
|
Weighted
Average
Fixed Price
($/MMBtu)
|
|||
October - December 2015
|
|
Fixed Price Swaps
|
|
30,000
|
|
|
|
$4.29
|
|
Counterparty
|
|
September 30, 2015
|
|
December 31, 2014
|
||
Wells Fargo
|
|
51
|
%
|
|
37
|
%
|
Societe Generale
|
|
31
|
%
|
|
26
|
%
|
Regions
|
|
11
|
%
|
|
8
|
%
|
Union Bank
|
|
6
|
%
|
|
4
|
%
|
Royal Bank of Canada
|
|
1
|
%
|
|
1
|
%
|
Credit Suisse
|
|
—
|
%
|
|
24
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Exhibit
Number
|
|
Exhibit Description
|
*10.1
|
–
|
Seventh Amendment to Credit Agreement, dated as of October 30, 2015, 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 4, 2015
|
|
By:
|
/s/ David L. Pitts
|
|
|
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
November 4, 2015
|
|
By:
|
/s/ Gregory F. Conaway
|
|
|
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
Fiscal Quarter Ending
|
Ratio
|
September 30, 2015 through December 31, 2016
|
4.75 to 1.00
|
March 31, 2017 through December 31, 2017
|
4.375 to 1.00
|
March 31, 2018 and thereafter
|
4.00 to 1.00
|
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 4, 2015
|
/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 4, 2015
|
/s/ David L. Pitts
|
|
|
David L. Pitts
Vice President and Chief Financial Officer
|
1.
|
the Company’s
Quarterly Report on Form 10-Q for the quarterly period
ended
September 30, 2015
(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 4, 2015
|
/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, 2015
(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 4, 2015
|
/s/ David L. Pitts
|
|
|
David L. Pitts
Vice President and Chief Financial Officer
|