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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Emerging growth company
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¨
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PAGE
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Part I. Financial Information
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Item 1.
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Consolidated Financial Statements
(Unaudited)
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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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March 31,
2017 |
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December 31,
2016 |
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Assets
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|
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||||
Current assets
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|
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Cash and cash equivalents
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$2,391
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$4,194
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Accounts receivable, net
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67,257
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64,208
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Derivative assets
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1,036
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1,237
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Other current assets
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2,542
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3,349
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Total current assets
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73,226
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72,988
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Property and equipment
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Oil and gas properties, full cost method
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Proved properties, net
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1,371,335
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1,294,667
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Unproved properties, not being amortized
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253,270
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240,961
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Other property and equipment, net
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9,599
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10,132
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Total property and equipment, net
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1,634,204
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1,545,760
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Other assets
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7,010
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7,579
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Total Assets
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$1,714,440
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$1,626,327
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Liabilities and Shareholders’ Equity
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Current liabilities
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Accounts payable
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$51,968
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$55,631
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Revenues and royalties payable
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44,038
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38,107
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Accrued capital expenditures
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69,040
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36,594
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Accrued interest
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20,957
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22,016
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Accrued lease operating expense
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11,919
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12,377
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Derivative liabilities
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7,456
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22,601
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Other current liabilities
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22,650
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24,633
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Total current liabilities
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228,028
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211,959
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Long-term debt
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1,362,046
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1,325,418
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Asset retirement obligations
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21,737
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20,848
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Derivative liabilities
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18,675
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27,528
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Other liabilities
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14,027
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17,116
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Total liabilities
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1,644,513
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1,602,869
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Commitments and contingencies
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Shareholders’ equity
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Common stock, $0.01 par value, 90,000,000 shares authorized; 65,796,342 issued and outstanding as of March 31, 2017 and 65,132,499 issued and outstanding as of December 31, 2016
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658
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651
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Additional paid-in capital
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1,672,332
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1,665,891
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Accumulated deficit
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(1,603,063
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)
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(1,643,084
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)
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Total shareholders’ equity
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69,927
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23,458
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Total Liabilities and Shareholders’ Equity
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$1,714,440
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$1,626,327
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Three Months Ended
March 31, |
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2017
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2016
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Revenues
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Crude oil
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$128,092
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$67,996
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Natural gas liquids
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7,425
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3,440
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Natural gas
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15,838
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9,826
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Total revenues
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151,355
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81,262
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Costs and Expenses
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Lease operating
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29,845
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23,675
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Production taxes
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6,208
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3,431
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Ad valorem taxes
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2,967
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2,070
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Depreciation, depletion and amortization
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54,382
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59,577
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General and administrative, net
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21,703
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21,303
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(Gain) loss on derivatives, net
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(25,316
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)
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(10,553
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)
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Interest expense, net
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20,571
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18,713
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Impairment of proved oil and gas properties
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—
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274,413
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Other (income) expense, net
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974
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(93
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)
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Total costs and expenses
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111,334
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392,536
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Income (Loss) Before Income Taxes
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40,021
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(311,274
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)
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Income tax expense
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—
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(121
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)
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Net Income (Loss)
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$40,021
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($311,395
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)
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Net Income (Loss) Per Common Share
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Basic
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$0.61
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($5.34
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)
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Diluted
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$0.61
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($5.34
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)
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Weighted Average Common Shares Outstanding
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Basic
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65,188
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58,360
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Diluted
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65,778
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58,360
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Common Stock
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Additional
Paid-in Capital |
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Accumulated Deficit |
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Total
Shareholders’ Equity |
|||||||||||
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Shares
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Amount
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Balance as of December 31, 2016
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65,132,499
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$651
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$1,665,891
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($1,643,084
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)
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$23,458
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Stock-based compensation expense
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—
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—
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6,448
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—
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6,448
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Issuance of common stock upon grants of restricted stock awards, net of forfeitures, and vestings of restricted stock units and performance shares
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663,843
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7
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(7
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)
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—
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—
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Net income
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—
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—
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—
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40,021
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40,021
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Balance as of March 31, 2017
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65,796,342
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$658
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$1,672,332
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($1,603,063
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)
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$69,927
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Three Months Ended
March 31, |
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2017
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2016
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Cash Flows From Operating Activities
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Net income (loss)
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$40,021
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($311,395
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)
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Adjustments to reconcile net income (loss) to net cash provided by operating activities
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Depreciation, depletion and amortization
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54,382
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59,577
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Impairment of proved oil and gas properties
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—
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274,413
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(Gain) loss on derivatives, net
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(25,316
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)
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(10,553
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)
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Cash received for derivative settlements, net
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1,519
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51,163
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Stock-based compensation expense, net
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2,014
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11,522
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Non-cash interest expense, net
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1,091
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1,160
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Other, net
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1,620
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1,116
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Changes in components of working capital and other assets and liabilities-
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Accounts receivable
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(2,749
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)
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(2,065
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)
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Accounts payable
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6,661
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(18,711
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)
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Accrued liabilities
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(2,154
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)
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(1,667
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)
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Other assets and liabilities, net
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(681
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)
|
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(692
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)
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Net cash provided by operating activities
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76,408
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53,868
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|
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Cash Flows From Investing Activities
|
|
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||||
Capital expenditures - oil and gas properties
|
(123,749
|
)
|
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(125,989
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)
|
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Acquisitions of oil and gas properties
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(7,032
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)
|
|
—
|
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Proceeds from sales of oil and gas properties, net
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17,372
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1,785
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Other, net
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(417
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)
|
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(617
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)
|
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Net cash used in investing activities
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(113,826
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)
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(124,821
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)
|
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Cash Flows From Financing Activities
|
|
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|
||||
Borrowings under credit agreement
|
280,504
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|
73,647
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|
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Repayments of borrowings under credit agreement
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(244,504
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)
|
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(43,097
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)
|
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Payments of debt issuance costs
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(50
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)
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(50
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)
|
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Other, net
|
(335
|
)
|
|
(307
|
)
|
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Net cash provided by financing activities
|
35,615
|
|
|
30,193
|
|
||
Net Decrease in Cash and Cash Equivalents
|
(1,803
|
)
|
|
(40,760
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)
|
||
Cash and Cash Equivalents, Beginning of Period
|
4,194
|
|
|
42,918
|
|
||
Cash and Cash Equivalents, End of Period
|
|
$2,391
|
|
|
|
$2,158
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands, except per share amounts)
|
||||||
Net Income (Loss)
|
|
|
$40,021
|
|
|
|
($311,395
|
)
|
Basic weighted average common shares outstanding
|
|
65,188
|
|
|
58,360
|
|
||
Effect of dilutive instruments
|
|
590
|
|
|
—
|
|
||
Diluted weighted average common shares outstanding
|
|
65,778
|
|
|
58,360
|
|
||
Net Income (Loss) Per Common Share
|
|
|
|
|
||||
Basic
|
|
|
$0.61
|
|
|
|
($5.34
|
)
|
Diluted
|
|
|
$0.61
|
|
|
|
($5.34
|
)
|
|
|
Three Months Ended
March 31, |
||||
|
|
2017
|
|
2016
|
||
|
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(In thousands)
|
||||
Dilutive
|
|
590
|
|
|
—
|
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Anti-dilutive
(1)
|
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5
|
|
|
665
|
|
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(1)
|
For the
three months ended March 31,
2016
, the Company reported a net loss. As a result, all potentially dilutive common shares outstanding were anti-dilutive.
|
|
|
Preliminary Purchase Price Allocation
|
||
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(In thousands)
|
||
Assets
|
|
|
||
Other current assets
|
|
|
$477
|
|
Oil and gas properties
|
|
|
||
Proved properties
|
|
94,664
|
|
|
Unproved properties
|
|
70,309
|
|
|
Total oil and gas properties
|
|
164,973
|
|
|
Total assets acquired
|
|
|
$165,450
|
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|
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|
||
Liabilities
|
|
|
||
Revenues and royalties payable
|
|
|
$1,442
|
|
Other current liabilities
|
|
323
|
|
|
Asset retirement obligations
|
|
2,054
|
|
|
Other liabilities
|
|
1,078
|
|
|
Total liabilities assumed
|
|
|
$4,897
|
|
Net Assets Acquired
|
|
|
$160,553
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(In thousands)
|
||||||
Oil and gas properties, full cost method
|
|
|
|
|
||||
Proved properties
|
|
|
$4,817,044
|
|
|
|
$4,687,416
|
|
Accumulated depreciation, depletion and amortization and impairments
|
|
(3,445,709
|
)
|
|
(3,392,749
|
)
|
||
Proved properties, net
|
|
1,371,335
|
|
|
1,294,667
|
|
||
Unproved properties, not being amortized
|
|
|
|
|
||||
Unevaluated leasehold and seismic costs
|
|
221,039
|
|
|
211,067
|
|
||
Capitalized interest
|
|
32,231
|
|
|
29,894
|
|
||
Total unproved properties, not being amortized
|
|
253,270
|
|
|
240,961
|
|
||
Other property and equipment
|
|
23,240
|
|
|
23,127
|
|
||
Accumulated depreciation
|
|
(13,641
|
)
|
|
(12,995
|
)
|
||
Other property and equipment, net
|
|
9,599
|
|
|
10,132
|
|
||
Total property and equipment, net
|
|
|
$1,634,204
|
|
|
|
$1,545,760
|
|
|
|
Three Months Ended
March 31, |
|||||
|
|
2017
|
|
2016
|
|||
Impairment of proved oil and gas properties (in thousands)
|
|
|
$—
|
|
|
$274,413
|
|
Crude Oil 12-Month Average Realized Price ($/Bbl) - Beginning of period
|
|
$39.60
|
|
$47.24
|
|||
Crude Oil 12-Month Average Realized Price ($/Bbl) - End of period
|
|
$44.98
|
|
$43.13
|
|||
Percentage increase (decrease)
|
|
14
|
%
|
|
(9
|
%)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Income (loss) before income taxes
|
|
|
$40,021
|
|
|
|
($311,274
|
)
|
Income tax (expense) benefit at the statutory rate
|
|
(14,007
|
)
|
|
108,946
|
|
||
State income tax (expense) benefit, net of U.S. federal income taxes
|
|
(710
|
)
|
|
1,619
|
|
||
Tax shortfalls from stock-based compensation expense
|
|
(2,592
|
)
|
|
—
|
|
||
Deferred tax assets valuation allowance
|
|
17,369
|
|
|
(110,679
|
)
|
||
Other
|
|
(60
|
)
|
|
(7
|
)
|
||
Income tax expense
|
|
|
$—
|
|
|
|
($121
|
)
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(In thousands)
|
||||||
Senior Secured Revolving Credit Facility due 2018
|
|
|
$123,000
|
|
|
|
$87,000
|
|
7.50% Senior Notes due 2020
|
|
600,000
|
|
|
600,000
|
|
||
Unamortized premium for 7.50% Senior Notes
|
|
960
|
|
|
1,020
|
|
||
Unamortized debt issuance costs for 7.50% Senior Notes
|
|
(7,189
|
)
|
|
(7,573
|
)
|
||
6.25% Senior Notes due 2023
|
|
650,000
|
|
|
650,000
|
|
||
Unamortized debt issuance costs for 6.25% Senior Notes
|
|
(9,150
|
)
|
|
(9,454
|
)
|
||
Other long-term debt due 2028
|
|
4,425
|
|
|
4,425
|
|
||
Long-term debt
|
|
|
$1,362,046
|
|
|
|
$1,325,418
|
|
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%
|
|
1.00%
|
|
2.00%
|
|
0.500%
|
Greater than or equal to 25% but less than 50%
|
|
1.25%
|
|
2.25%
|
|
0.500%
|
Greater than or equal to 50% but less than 75%
|
|
1.50%
|
|
2.50%
|
|
0.500%
|
Greater than or equal to 75% but less than 90%
|
|
1.75%
|
|
2.75%
|
|
0.500%
|
Greater than or equal to 90%
|
|
2.00%
|
|
3.00%
|
|
0.500%
|
|
|
Restricted Stock Awards and Units
|
|
Weighted Average Grant Date
Fair Value
|
|||
For the Three Months Ended March 31, 2017
|
|
|
|
|
|||
Unvested restricted stock awards and units, beginning of period
|
|
1,111,710
|
|
|
|
$36.93
|
|
Granted
|
|
749,396
|
|
|
|
$27.07
|
|
Vested
|
|
(569,145
|
)
|
|
|
$39.48
|
|
Forfeited
|
|
(3,933
|
)
|
|
|
$29.42
|
|
Unvested restricted stock awards and units, end of period
|
|
1,288,028
|
|
|
|
$30.09
|
|
|
|
Stock Appreciation Rights
|
|
Weighted
Average
Exercise
Prices
|
|
Weighted Average Remaining Life
(In years)
|
|
Aggregate Intrinsic Value
(In millions)
|
|
Aggregate Intrinsic Value of Exercises
(In millions)
|
|||||||
For the Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding, beginning of period
|
|
722,638
|
|
|
|
$23.69
|
|
|
|
|
|
|
|
||||
Granted
|
|
342,440
|
|
|
|
$26.94
|
|
|
|
|
|
|
|
||||
Exercised
|
|
(100,000
|
)
|
|
|
$17.28
|
|
|
|
|
|
|
|
$1.3
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Outstanding, end of period
|
|
965,078
|
|
|
|
$25.51
|
|
|
3.4
|
|
|
$2.5
|
|
|
|
||
Exercisable, end of period
|
|
436,739
|
|
|
|
$23.62
|
|
|
1.8
|
|
|
$2.0
|
|
|
|
|
|
Grant Date Fair Value Assumptions
|
|
Expected term (in years)
|
|
4.24
|
|
Expected volatility
|
|
54.3
|
%
|
Risk-free interest rate
|
|
1.8
|
%
|
Dividend yield
|
|
—
|
%
|
Grant date fair value
|
|
$12.00
|
|
|
Performance Shares
|
|
Weighted Average Grant Date
Fair Value
|
|||
For the Three Months Ended March 31, 2017
|
|
|
|
|
|||
Unvested performance shares, beginning of period
|
|
154,510
|
|
|
|
$58.44
|
|
Granted
|
|
46,787
|
|
|
|
$35.14
|
|
Vested
(1)
|
|
(56,342
|
)
|
|
|
$68.15
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Unvested performance shares, end of period
|
|
144,955
|
|
|
|
$47.14
|
|
|
(1)
|
The vested performance shares presented in the table above are the target performance shares that were granted in 2014. The Company
’
s final TSR ranking relative to the specified industry peer group resulted in the vesting of
164%
of the target performance shares granted, or an additional
35,858
shares.
|
|
|
Grant Date Fair Value Assumptions
|
|
Number of simulations
|
|
500,000
|
|
Expected term (in years)
|
|
2.98
|
|
Expected volatility
|
|
59.2
|
%
|
Risk-free interest rate
|
|
1.5
|
%
|
Dividend yield
|
|
—
|
%
|
Grant date fair value
|
|
$35.14
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Restricted stock awards and units
|
|
|
$5,849
|
|
|
|
$11,594
|
|
Stock appreciation rights
|
|
(3,686
|
)
|
|
1,232
|
|
||
Performance shares
|
|
706
|
|
|
616
|
|
||
|
|
2,869
|
|
|
13,442
|
|
||
Less: amounts capitalized to oil and gas properties
|
|
(855
|
)
|
|
(1,920
|
)
|
||
Total stock-based compensation expense, net
|
|
|
$2,014
|
|
|
|
$11,522
|
|
Period
|
|
Type of Contract
|
|
Crude Oil Volumes
(in Bbls/d)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||
Q2 2017
|
|
Fixed Price Swaps
|
|
12,000
|
|
|
|
$50.13
|
|
|
|
||
Q3 2017
|
|
Fixed Price Swaps
|
|
6,000
|
|
|
|
$54.15
|
|
|
|
||
Q4 2017
|
|
Fixed Price Swaps
|
|
3,000
|
|
|
|
$55.01
|
|
|
|
||
FY 2018
|
|
Sold Call Options
|
|
2,488
|
|
|
|
|
|
$60.00
|
|
||
FY 2018
|
|
Net Sold Call Options
|
|
900
|
|
|
|
|
|
$75.00
|
|
||
FY 2019
|
|
Sold Call Options
|
|
2,975
|
|
|
|
|
|
$62.50
|
|
||
FY 2019
|
|
Net Sold Call Options
|
|
900
|
|
|
|
|
|
$77.50
|
|
||
FY 2020
|
|
Sold Call Options
|
|
3,675
|
|
|
|
|
$65.00
|
||||
FY 2020
|
|
Net Sold Call Options
|
|
900
|
|
|
|
|
$80.00
|
Period
|
|
Type of Contract
|
|
Natural Gas Volumes
(in MMBtu/d) |
|
Weighted Average
Floor Price ($/MMBtu)
|
|
Weighted
Average Ceiling Price ($/MMBtu) |
|||||
Q2 - Q4 2017
|
|
Fixed Price Swaps
|
|
20,000
|
|
|
|
$3.30
|
|
|
|
||
Q2 - Q4 2017
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.00
|
|
||
FY 2018
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.25
|
|
||
FY 2019
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.25
|
|
||
FY 2020
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.50
|
|
|
|
March 31, 2017
|
||||||||||
|
|
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
|
|
|
$2,417
|
|
|
|
($1,381
|
)
|
|
|
$1,036
|
|
Derivative assets-non current
|
|
106
|
|
|
(106
|
)
|
|
—
|
|
|||
Derivative liabilities
|
|
|
|
|
|
|
||||||
Derivative liabilities-current
|
|
(8,837
|
)
|
|
1,381
|
|
|
(7,456
|
)
|
|||
Derivative liabilities-non current
|
|
(18,781
|
)
|
|
106
|
|
|
(18,675
|
)
|
|||
Total
|
|
|
($25,095
|
)
|
|
|
$—
|
|
|
|
($25,095
|
)
|
|
|
December 31, 2016
|
||||||||||
|
|
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
|
|
|
$6,507
|
|
|
|
($5,270
|
)
|
|
|
$1,237
|
|
Derivative assets-non current
|
|
1,313
|
|
|
(1,313
|
)
|
|
—
|
|
|||
Derivative liabilities
|
|
|
|
|
|
|
||||||
Derivative liabilities-current
|
|
(27,871
|
)
|
|
5,270
|
|
|
(22,601
|
)
|
|||
Derivative liabilities-non current
|
|
(28,841
|
)
|
|
1,313
|
|
|
(27,528
|
)
|
|||
Total
|
|
|
($48,892
|
)
|
|
|
$—
|
|
|
|
($48,892
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
(Gain) Loss on Derivatives, Net
|
|
|
|
|
||||
Crude oil
|
|
|
($18,480
|
)
|
|
|
($21,891
|
)
|
Natural gas
|
|
(6,836
|
)
|
|
11,338
|
|
||
Total (Gain) Loss on Derivatives, Net
|
|
|
($25,316
|
)
|
|
|
($10,553
|
)
|
|
|
March 31, 2017
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(In thousands)
|
||||||||||
Derivative assets
|
|
|
$—
|
|
|
|
$1,036
|
|
|
|
$—
|
|
Derivative liabilities
|
|
|
$—
|
|
|
|
($21,970
|
)
|
|
|
$—
|
|
|
|
December 31, 2016
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(In thousands)
|
||||||||||
Derivative assets
|
|
|
$—
|
|
|
|
$1,237
|
|
|
|
$—
|
|
Derivative liabilities
|
|
|
$—
|
|
|
|
($45,552
|
)
|
|
|
$—
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
(In thousands)
|
||||||||||||||
7.50% Senior Notes due 2020
|
|
|
$593,771
|
|
|
|
$616,500
|
|
|
|
$593,447
|
|
|
|
$624,750
|
|
6.25% Senior Notes due 2023
|
|
640,850
|
|
|
650,000
|
|
|
640,546
|
|
|
672,750
|
|
||||
Other long-term debt due 2028
|
|
4,425
|
|
|
4,425
|
|
|
4,425
|
|
|
4,419
|
|
|
|
March 31, 2017
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
|
|
$2,724,856
|
|
|
|
$66,199
|
|
|
|
$—
|
|
|
|
($2,717,829
|
)
|
|
|
$73,226
|
|
Total property and equipment, net
|
|
41,196
|
|
|
1,593,134
|
|
|
3,800
|
|
|
(3,926
|
)
|
|
1,634,204
|
|
|||||
Investment in subsidiaries
|
|
(1,223,475
|
)
|
|
—
|
|
|
—
|
|
|
1,223,475
|
|
|
—
|
|
|||||
Other assets
|
|
6,855
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
7,010
|
|
|||||
Total Assets
|
|
|
$1,549,432
|
|
|
|
$1,659,488
|
|
|
|
$3,800
|
|
|
|
($1,498,280
|
)
|
|
|
$1,714,440
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
$90,083
|
|
|
|
$2,854,994
|
|
|
|
$3,800
|
|
|
|
($2,720,849
|
)
|
|
|
$228,028
|
|
Long-term liabilities
|
|
1,372,638
|
|
|
27,969
|
|
|
—
|
|
|
15,878
|
|
|
1,416,485
|
|
|||||
Total shareholders’ equity
|
|
86,711
|
|
|
(1,223,475
|
)
|
|
—
|
|
|
1,206,691
|
|
|
69,927
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
|
|
$1,549,432
|
|
|
|
$1,659,488
|
|
|
|
$3,800
|
|
|
|
($1,498,280
|
)
|
|
|
$1,714,440
|
|
|
|
December 31, 2016
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
|
|
$2,735,830
|
|
|
|
$63,513
|
|
|
|
$—
|
|
|
|
($2,726,355
|
)
|
|
|
$72,988
|
|
Total property and equipment, net
|
|
42,181
|
|
|
1,503,695
|
|
|
3,800
|
|
|
(3,916
|
)
|
|
1,545,760
|
|
|||||
Investment in subsidiaries
|
|
(1,282,292
|
)
|
|
—
|
|
|
—
|
|
|
1,282,292
|
|
|
—
|
|
|||||
Other assets
|
|
7,423
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
7,579
|
|
|||||
Total Assets
|
|
|
$1,503,142
|
|
|
|
$1,567,364
|
|
|
|
$3,800
|
|
|
|
($1,447,979
|
)
|
|
|
$1,626,327
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
$114,805
|
|
|
|
$2,822,729
|
|
|
|
$3,800
|
|
|
|
($2,729,375
|
)
|
|
|
$211,959
|
|
Long-term liabilities
|
|
1,348,105
|
|
|
26,927
|
|
|
—
|
|
|
15,878
|
|
|
1,390,910
|
|
|||||
Total shareholders’ equity
|
|
40,232
|
|
|
(1,282,292
|
)
|
|
—
|
|
|
1,265,518
|
|
|
23,458
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
|
|
$1,503,142
|
|
|
|
$1,567,364
|
|
|
|
$3,800
|
|
|
|
($1,447,979
|
)
|
|
|
$1,626,327
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
|
|
$82
|
|
|
|
$151,273
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$151,355
|
|
Total costs and expenses
|
|
18,868
|
|
|
92,456
|
|
|
—
|
|
|
10
|
|
|
111,334
|
|
|||||
Income (loss) before income taxes
|
|
(18,786
|
)
|
|
58,817
|
|
|
—
|
|
|
(10
|
)
|
|
40,021
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in income of subsidiaries
|
|
58,817
|
|
|
—
|
|
|
—
|
|
|
(58,817
|
)
|
|
—
|
|
|||||
Net income
|
|
|
$40,031
|
|
|
|
$58,817
|
|
|
|
$—
|
|
|
|
($58,827
|
)
|
|
|
$40,021
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
|
|
$115
|
|
|
|
$81,147
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$81,262
|
|
Total costs and expenses
|
|
29,912
|
|
|
362,248
|
|
|
—
|
|
|
376
|
|
|
392,536
|
|
|||||
Loss before income taxes
|
|
(29,797
|
)
|
|
(281,101
|
)
|
|
—
|
|
|
(376
|
)
|
|
(311,274
|
)
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|
(121
|
)
|
|||||
Equity in loss of subsidiaries
|
|
(281,101
|
)
|
|
—
|
|
|
—
|
|
|
281,101
|
|
|
—
|
|
|||||
Net loss
|
|
|
($310,898
|
)
|
|
|
($281,101
|
)
|
|
|
$—
|
|
|
|
$280,604
|
|
|
|
($311,395
|
)
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
|
($47,297
|
)
|
|
|
$123,705
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$76,408
|
|
Net cash provided by (used in) investing activities
|
|
9,879
|
|
|
(114,212
|
)
|
|
—
|
|
|
(9,493
|
)
|
|
(113,826
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
35,615
|
|
|
(9,493
|
)
|
|
—
|
|
|
9,493
|
|
|
35,615
|
|
|||||
Net decrease in cash and cash equivalents
|
|
(1,803
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,803
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
4,194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,194
|
|
|||||
Cash and cash equivalents, end of period
|
|
|
$2,391
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$2,391
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
|
($2,156
|
)
|
|
|
$56,024
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$53,868
|
|
Net cash used in investing activities
|
|
(68,797
|
)
|
|
(122,849
|
)
|
|
(740
|
)
|
|
67,565
|
|
|
(124,821
|
)
|
|||||
Net cash provided by financing activities
|
|
30,193
|
|
|
66,825
|
|
|
740
|
|
|
(67,565
|
)
|
|
30,193
|
|
|||||
Net decrease in cash and cash equivalents
|
|
(40,760
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,760
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
42,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,918
|
|
|||||
Cash and cash equivalents, end of period
|
|
|
$2,158
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$2,158
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Supplemental cash flow disclosures:
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
|
|
$19,480
|
|
|
|
$17,553
|
|
Cash paid for income taxes
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
|
||||
Increase (decrease) in capital expenditure payables and accruals
|
|
|
$28,139
|
|
|
|
($27,989
|
)
|
Stock-based compensation expense capitalized to oil and gas properties
|
|
855
|
|
|
1,920
|
|
||
Asset retirement obligations capitalized to oil and gas properties
|
|
447
|
|
|
518
|
|
||
Other non-cash investing activities
|
|
343
|
|
|
1,485
|
|
Period
|
|
Type of Contract
|
|
Crude Oil
Volumes
(in Bbls/d)
|
|
Weighted
Average
Sub-Floor Price
($/Bbl)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||||
Q3 2017
|
|
Fixed Price Swaps
|
|
6,000
|
|
|
|
|
|
$53.28
|
|
|
|
||||
Q4 2017
|
|
Fixed Price Swaps
|
|
6,000
|
|
|
|
|
|
$53.28
|
|
|
|
||||
FY 2018
|
|
Three-Way Collars
|
|
6,000
|
|
|
|
$40.00
|
|
|
|
$50.00
|
|
|
|
$65.00
|
|
|
|
Three Months Ended March 31, 2017
|
|
March 31, 2017
|
|||||||||||||||||||||||
|
|
Drilled
|
|
Completed
|
|
Drilled But Uncompleted
|
|
Producing
|
|
Rig count
|
|||||||||||||||||
Region
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
||||||||||
Eagle Ford
|
|
24
|
|
|
20.1
|
|
|
29
|
|
|
28.7
|
|
|
29
|
|
|
23.9
|
|
|
463
|
|
|
399.4
|
|
|
3
|
|
Delaware Basin
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2.0
|
|
|
6
|
|
|
5.6
|
|
|
—
|
|
Niobrara
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
57.9
|
|
|
—
|
|
Marcellus
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
4.3
|
|
|
81
|
|
|
26.0
|
|
|
—
|
|
Utica and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
3.1
|
|
|
—
|
|
Total
|
|
24
|
|
|
20.1
|
|
|
29
|
|
|
28.7
|
|
|
42
|
|
|
30.2
|
|
|
684
|
|
|
492.0
|
|
|
3
|
|
|
|
Three Months Ended
March 31, |
|
2017 Period
Compared to 2016 Period |
|||||||||||
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|
% Increase (Decrease)
|
|||||||
Total production volumes -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil (MBbls)
|
|
2,596
|
|
|
2,348
|
|
|
248
|
|
|
11
|
%
|
|||
NGLs (MBbls)
|
|
406
|
|
|
414
|
|
|
(8
|
)
|
|
(2
|
%)
|
|||
Natural gas (MMcf)
|
|
7,028
|
|
|
6,373
|
|
|
655
|
|
|
10
|
%
|
|||
Total barrels of oil equivalent (MBoe)
|
|
4,173
|
|
|
3,824
|
|
|
349
|
|
|
9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Daily production volumes by product -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil (Bbls/d)
|
|
28,844
|
|
|
25,806
|
|
|
3,038
|
|
|
12
|
%
|
|||
NGLs (Bbls/d)
|
|
4,508
|
|
|
4,547
|
|
|
(39
|
)
|
|
(1
|
%)
|
|||
Natural gas (Mcf/d)
|
|
78,088
|
|
|
70,033
|
|
|
8,055
|
|
|
12
|
%
|
|||
Total barrels of oil equivalent (Boe/d)
|
|
46,367
|
|
|
42,025
|
|
|
4,342
|
|
|
10
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Daily production volumes by region (Boe/d) -
|
|
|
|
|
|
|
|
|
|||||||
Eagle Ford
|
|
32,578
|
|
|
30,971
|
|
|
1,607
|
|
|
5
|
%
|
|||
Delaware Basin
|
|
2,418
|
|
|
140
|
|
|
2,278
|
|
|
1,627
|
%
|
|||
Niobrara
|
|
2,765
|
|
|
3,186
|
|
|
(421
|
)
|
|
(13
|
%)
|
|||
Marcellus
|
|
7,928
|
|
|
6,026
|
|
|
1,902
|
|
|
32
|
%
|
|||
Utica and other
|
|
678
|
|
|
1,702
|
|
|
(1,024
|
)
|
|
(60
|
%)
|
|||
Total barrels of oil equivalent (Boe/d)
|
|
46,367
|
|
|
42,025
|
|
|
4,342
|
|
|
10
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average realized prices -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil ($ per Bbl)
|
|
|
$49.34
|
|
|
|
$28.96
|
|
|
|
$20.38
|
|
|
70
|
%
|
NGLs ($ per Bbl)
|
|
18.29
|
|
|
8.31
|
|
|
9.98
|
|
|
120
|
%
|
|||
Natural gas ($ per Mcf)
|
|
2.25
|
|
|
1.54
|
|
|
0.71
|
|
|
46
|
%
|
|||
Total average realized price ($ per Boe)
|
|
|
$36.27
|
|
|
|
$21.25
|
|
|
|
$15.02
|
|
|
71
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues (In thousands) -
|
|
|
|
|
|
|
|
|
|||||||
Crude oil
|
|
|
$128,092
|
|
|
|
$67,996
|
|
|
|
$60,096
|
|
|
88
|
%
|
NGLs
|
|
7,425
|
|
|
3,440
|
|
|
3,985
|
|
|
116
|
%
|
|||
Natural gas
|
|
15,838
|
|
|
9,826
|
|
|
6,012
|
|
|
61
|
%
|
|||
Total revenues
|
|
|
$151,355
|
|
|
|
$81,262
|
|
|
|
$70,093
|
|
|
86
|
%
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
DD&A of proved oil and gas properties
|
|
|
$52,960
|
|
|
|
$58,203
|
|
Depreciation of other property and equipment
|
|
646
|
|
|
673
|
|
||
Amortization of other assets
|
|
351
|
|
|
373
|
|
||
Accretion of asset retirement obligations
|
|
425
|
|
|
328
|
|
||
Total DD&A
|
|
|
$54,382
|
|
|
|
$59,577
|
|
|
|
Three Months Ended
March 31, |
|||||
|
|
2017
|
|
2016
|
|||
Impairment of proved oil and gas properties (in thousands)
|
|
|
$—
|
|
|
$274,413
|
|
Crude Oil 12-Month Average Realized Price ($/Bbl) - Beginning of period
|
|
$39.60
|
|
$47.24
|
|||
Crude Oil 12-Month Average Realized Price ($/Bbl) - End of period
|
|
$44.98
|
|
$43.14
|
|||
Percentage increase (decrease)
|
|
14
|
%
|
|
(9
|
%)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Crude oil derivative positions:
|
|
|
|
|
||||
Gain due to downward shift in the futures curve of forecasted crude oil prices during the period on derivative positions outstanding at the beginning of the period
|
|
|
$18,480
|
|
|
|
$14,836
|
|
Gain due to new derivative positions executed during the period (net of deferred premiums)
|
|
—
|
|
|
6,957
|
|
||
Natural gas derivative positions:
|
|
|
|
|
||||
Gain due to downward shift in the futures curve of forecasted natural gas prices during the period on derivative positions outstanding at the beginning of the period
|
|
6,836
|
|
|
—
|
|
||
Loss due to new derivative positions executed during the period
|
|
—
|
|
|
(11,240
|
)
|
||
Gain on derivatives, net
|
|
|
$25,316
|
|
|
|
$10,553
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Interest expense on Senior Notes
|
|
|
$21,455
|
|
|
|
$21,455
|
|
Interest expense on revolving credit facility
|
|
1,426
|
|
|
677
|
|
||
Amortization of debt issuance costs, premiums, and discounts
|
|
1,186
|
|
|
1,976
|
|
||
Other interest expense
|
|
285
|
|
|
254
|
|
||
Capitalized interest
|
|
(3,781
|
)
|
|
(5,649
|
)
|
||
Interest expense, net
|
|
|
$20,571
|
|
|
|
$18,713
|
|
|
Three Months Ended
|
||
|
March 31, 2017
|
||
|
(In thousands)
|
||
Drilling and completion
|
|
||
Eagle Ford
|
|
$111,472
|
|
Delaware Basin
|
10,360
|
|
|
All other regions
|
6,412
|
|
|
Total drilling and completion
|
128,244
|
|
|
Leasehold and seismic
(1)
|
14,516
|
|
|
Total
(2)
|
|
$142,760
|
|
|
(1)
|
Leasehold and seismic capital expenditures exclude amounts paid for the remaining outstanding leases that were not conveyed to the Company at the initial closing of the Sanchez Acquisition on December 14, 2016. See “Note
3.
Acquisition” for additional details of the Sanchez Acquisition.
|
(2)
|
Our capital expenditure plan and the capital expenditures included above exclude capitalized general and administrative expense, capitalized interest and capitalized asset retirement obligations.
|
•
|
Cash provided by operations.
Cash flows from operations are highly dependent on crude oil prices. As such, we hedge a portion of our forecasted production to reduce our exposure to commodity price volatility in order to achieve a more predictable level of cash flows.
|
•
|
Borrowings under our revolving credit facility.
As of
April 28, 2017
, our revolving credit facility had a borrowing base of
$600.0 million
, with
$171.0 million
of borrowings outstanding and
$0.4 million
in letters of credit issued, 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. See “—Financing Arrangements—Senior Secured Revolving Credit Facility” for details of the recent ninth amendment to the credit agreement governing our revolving credit facility.
|
•
|
Securities offerings
. As situations or conditions arise, we may choose to issue debt, equity or other securities 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.
|
•
|
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 continue to explore sales of non-core properties. We may also consider the sale of properties in areas we have viewed as core, such as the Delaware Basin, particularly if we believe that sales prices for such assets would allow us to deploy capital more effectively in other basins or other parts of the same basin. There can be no assurance, however, that any sales will occur on terms we find to be acceptable, or at all.
|
•
|
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.
|
•
|
Revolving credit facility.
The borrowing base under our revolving credit facility is affected by assumptions of the administrative agent with respect to, among other things, crude oil and natural gas prices. Our borrowing base may decrease if our administrative agent reduces the crude oil and natural gas prices from those used to determine our existing borrowing base. See “—Sources and Uses of Cash—Borrowings under our revolving credit facility” and “—Financing Arrangements—Senior Secured Revolving Credit Facility” for further details of our revolving credit facility.
|
•
|
Hedging.
To manage our exposure to commodity price risk and to provide a level of certainty in the cash flows to support our drilling and completion capital expenditure plan, we hedge a portion of our forecasted production.
|
Period
|
|
Type of Contract
|
|
Crude Oil
Volumes
(in Bbls/d
|
|
Weighted
Average
Sub-Floor Price
($/Bbl)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|||||||
Q2 2017
|
|
Fixed Price Swaps
|
|
12,000
|
|
|
|
|
|
$50.13
|
|
|
|
||||
Q3 2017
|
|
Fixed Price Swaps
|
|
12,000
|
|
|
|
|
|
$53.71
|
|
|
|
||||
Q4 2017
|
|
Fixed Price Swaps
|
|
9,000
|
|
|
|
|
|
$53.86
|
|
|
|
||||
FY 2018
|
|
Three-Way Collars
|
|
6,000
|
|
|
|
$40.00
|
|
|
|
$50.00
|
|
|
|
$65.00
|
|
FY 2018
|
|
Sold Call Options
|
|
2,488
|
|
|
|
|
|
|
|
$60.00
|
|
||||
FY 2018
|
|
Net Sold Call Options
|
|
900
|
|
|
|
|
|
|
|
$75.00
|
|
||||
FY 2019
|
|
Sold Call Options
|
|
2,975
|
|
|
|
|
|
|
|
$62.50
|
|
||||
FY 2019
|
|
Net Sold Call Options
|
|
900
|
|
|
|
|
|
|
|
$77.50
|
|
||||
FY 2020
|
|
Sold Call Options
|
|
3,675
|
|
|
|
|
|
|
|
$65.00
|
|
||||
FY 2020
|
|
Net Sold Call Options
|
|
900
|
|
|
|
|
|
|
$80.00
|
Period
|
|
Type of Contract
|
|
Natural Gas
Volumes
(in MMBtu/d
|
|
Weighted
Average
Floor Price
($/MMBtu)
|
|
Weighted
Average
Ceiling Price
($/MMBtu)
|
|||||
Q2 - Q4 2017
|
|
Fixed Price Swaps
|
|
20,000
|
|
|
|
$3.30
|
|
|
|
||
Q2 - Q4 2017
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.00
|
|
||
FY 2018
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.25
|
|
||
FY 2019
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.25
|
|
||
FY 2020
|
|
Sold Call Options
|
|
33,000
|
|
|
|
|
|
$3.50
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and Thereafter
|
|
Total
|
||||||||||||||
Long-term debt
(1)
|
|
$—
|
|
|
|
$123,000
|
|
|
|
$—
|
|
|
|
$600,000
|
|
|
|
$—
|
|
|
|
$654,425
|
|
|
|
$1,377,425
|
|
Cash interest on senior notes and other long-term debt
(2)
|
63,319
|
|
|
85,819
|
|
|
85,819
|
|
|
85,819
|
|
|
40,819
|
|
|
62,180
|
|
|
423,775
|
|
|||||||
Cash interest and commitment fees on revolving credit facility
(3)
|
4,561
|
|
|
3,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,596
|
|
|||||||
Capital leases
|
1,392
|
|
|
1,823
|
|
|
1,800
|
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
6,065
|
|
|||||||
Operating leases
|
3,450
|
|
|
4,549
|
|
|
4,497
|
|
|
4,476
|
|
|
4,450
|
|
|
1,854
|
|
|
23,276
|
|
|||||||
Drilling rig contracts
(4)
|
17,633
|
|
|
3,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,590
|
|
|||||||
Delivery commitments
(5)
|
6,591
|
|
|
8,611
|
|
|
7,298
|
|
|
4,826
|
|
|
3,680
|
|
|
291
|
|
|
31,297
|
|
|||||||
Asset retirement obligations and other
(6)
|
1,933
|
|
|
1,662
|
|
|
235
|
|
|
105
|
|
|
276
|
|
|
20,842
|
|
|
25,053
|
|
|||||||
Total Contractual Obligations
|
|
$98,879
|
|
|
|
$232,456
|
|
|
|
$99,649
|
|
|
|
$696,276
|
|
|
|
$49,225
|
|
|
|
$739,592
|
|
|
|
$1,916,077
|
|
|
(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 senior notes and other long-term debt includes cash payments for interest on the 7.50% Senior Notes due 2020, the 6.25% Senior Notes due 2023 and other long-term debt due 2028.
|
(3)
|
Cash interest on our revolving credit facility was calculated using the weighted average interest rate of the outstanding borrowings under the revolving credit facility as of
March 31, 2017
of
2.95%
. Commitment fees on our revolving credit facility were calculated based on the unused portion of lender commitments as of
March 31, 2017
, at the commitment fee rate of
0.50%
. See “Note
13.
Subsequent Events” for details of the changes to our revolving credit facility subsequent to March 31, 2017.
|
(4)
|
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.
|
(5)
|
Delivery commitments represent contractual obligations we have entered into for certain gathering, processing and transportation throughput commitments. We may incur volume deficiency fees from time to time if we elect to voluntarily curtail production due to market or operational considerations.
|
(6)
|
Asset retirement obligations and other are based on estimates and assumptions that affect the reported amounts as of
March 31, 2017
. Certain of such estimates and assumptions are inherently unpredictable and will differ from actual results.
|
|
|
12-Month Average Realized Prices
|
|
Excess of cost center ceiling over net book value, less related deferred income taxes
|
|
Increase (decrease) of cost center ceiling over net book value, less related deferred income taxes
|
||
Full Cost Pool Scenarios
|
|
Crude Oil ($/Bbl)
|
|
Natural Gas ($/Mcf)
|
|
(In millions)
|
|
(In millions)
|
March 31, 2017 Actual
|
|
$44.98
|
|
$2.05
|
|
$423
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil and Natural Gas Price Sensitivity
|
|
|
|
|
|
|
|
|
Crude Oil and Natural Gas +10%
|
|
$49.73
|
|
$2.34
|
|
$816
|
|
$393
|
Crude Oil and Natural Gas -10%
|
|
$40.25
|
|
$1.76
|
|
$45
|
|
($378)
|
|
|
|
|
|
|
|
|
|
Crude Oil Price Sensitivity
|
|
|
|
|
|
|
|
|
Crude Oil +10%
|
|
$49.73
|
|
$2.05
|
|
$774
|
|
$351
|
Crude Oil -10%
|
|
$40.25
|
|
$2.05
|
|
$78
|
|
($345)
|
|
|
|
|
|
|
|
|
|
Natural Gas Price Sensitivity
|
|
|
|
|
|
|
|
|
Natural Gas +10%
|
|
$44.98
|
|
$2.34
|
|
$464
|
|
$41
|
Natural Gas -10%
|
|
$44.98
|
|
$1.76
|
|
$385
|
|
($38)
|
•
|
our growth strategies;
|
•
|
our ability to explore for and develop oil and gas resources successfully and economically;
|
•
|
our estimates and forecasts of the timing, number, profitability and other results of wells we expect to drill and other exploration activities;
|
•
|
our estimates regarding timing and levels of production;
|
•
|
changes in working capital requirements, reserves, and acreage;
|
•
|
commodity price risk management activities and the impact on our average realized prices;
|
•
|
anticipated trends in our business;
|
•
|
availability of pipeline connections and water disposal on economic terms;
|
•
|
effects of competition on us;
|
•
|
our future results of operations;
|
•
|
profitability of drilling locations;
|
•
|
our liquidity and our ability to finance our exploration and development activities, including accessibility of borrowings under our revolving credit facility, our borrowing base, modification to financial covenants, and the result of any borrowing base redetermination;
|
•
|
our planned expenditures, prospects and capital expenditure plan;
|
•
|
future market conditions in the oil and gas industry;
|
•
|
our ability to make, integrate and develop acquisitions and realize any expected benefits or effects of completed acquisitions;
|
•
|
possible future sales or other transactions;
|
•
|
the benefits, effects, availability of and results of new and existing joint ventures and sales transactions;
|
•
|
our ability to maintain a sound financial position;
|
•
|
receipt of receivables and proceeds from sales;
|
•
|
our ability to complete planned transactions on desirable terms;
|
•
|
the impact of governmental regulation, taxes, market changes and world events; and
|
Exhibit
Number
|
|
Exhibit Description
|
*10.1
|
|
Ninth Amendment to Credit Agreement, dated as of May 4,
2017, 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:
|
May 9, 2017
|
|
By:
|
/s/ David L. Pitts
|
|
|
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
May 9, 2017
|
|
By:
|
/s/ Gregory F. Conaway
|
|
|
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
Name of Lender
|
Applicable Percentage
|
Maximum Credit Amount
|
Elected Commitment Amount
|
||||
Wells Fargo Bank, N.A.
|
7.50%
|
$150,000,000.00
|
|
$60,000,000.00
|
|
||
Capital One, N.A.
|
7.50%
|
$150,000,000.00
|
|
$60,000,000.00
|
|
||
Citibank, N.A.
|
7.50%
|
$150,000,000.00
|
|
$60,000,000.00
|
|
||
Royal Bank of Canada
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
BMO Harris Bank, N.A.
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
Compass Bank
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
Credit Agricole Corporate and Investment Bank
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
Goldman Sachs Bank USA
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
PNC Bank National Association
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
Societe Generale
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
The Bank of Nova Scotia
|
5.80%
|
$116,000,000.00
|
|
$46,400,000.00
|
|
||
ABN AMRO Capital USA LLC
|
4.30%
|
$86,000,000.00
|
|
$34,400,000.00
|
|
||
Bank of America, N.A.
|
4.30%
|
$86,000,000.00
|
|
$34,400,000.00
|
|
||
Credit Suisse AG, Cayman Islands Branch
|
4.30%
|
$86,000,000.00
|
|
$34,400,000.00
|
|
||
Iberiabank
|
4.30%
|
$86,000,000.00
|
|
$34,400,000.00
|
|
||
KeyBank National Association
|
4.30%
|
$86,000,000.00
|
|
$34,400,000.00
|
|
||
Associated Bank, N.A.
|
3.20%
|
$64,000,000.00
|
|
$25,600,000.00
|
|
||
Comerica Bank
|
3.20%
|
$64,000,000.00
|
|
$25,600,000.00
|
|
||
Regions Bank
|
3.20%
|
$64,000,000.00
|
|
$25,600,000.00
|
|
||
TOTAL
|
100.00%
|
|
$2,000,000,000.00
|
|
|
$800,000,000.00
|
|
|
CARRIZO OIL & GAS, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
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:
|
May 9, 2017
|
/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:
|
May 9, 2017
|
/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
March 31, 2017
(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:
|
May 9, 2017
|
/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
March 31, 2017
(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:
|
May 9, 2017
|
/s/ David L. Pitts
|
|
|
David L. Pitts
Vice President and Chief Financial Officer
|