Attached files
| file | filename |
|---|---|
| EX-31.1 - SECTION 302 CERTIFICATION OF CEO - CARRIZO OIL & GAS INC | ex3113q15.htm |
| EX-31.2 - SECTION 302 CERTIFICATION OF CFO - CARRIZO OIL & GAS INC | ex3123q15.htm |
| EX-32.2 - SECTION 906 CERTIFICATION OF CFO - CARRIZO OIL & GAS INC | ex3223q15.htm |
| EX-32.1 - SECTION 906 CERTIFICATION OF CEO - CARRIZO OIL & GAS INC | ex3213q15.htm |
| EX-10.1 - SEVENTH AMENDMENT TO CREDIT AGREEMENT - CARRIZO OIL & GAS INC | ex101carrizoseventhamendme.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
FORM 10-Q
_________________________________________________
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2015
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-29187-87
_________________________________________________
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
_________________________________________________
Texas | 76-0415919 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
500 Dallas Street, Suite 2300, Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) | |
(713) 328-1000
(Registrant’s telephone number)
____________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of October 30, 2015 was 58,326,360.
TABLE OF CONTENTS
PAGE | ||
Part I. Financial Information | ||
Item 1. | Consolidated Financial Statements (Unaudited) | |
Notes to Consolidated Financial Statements | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Part II. Other Information | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. | ||
Signatures | ||
Part I. Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
CARRIZO OIL & GAS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) (Unaudited) | ||||||||
September 30, 2015 | December 31, 2014 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $2,004 | $10,838 | ||||||
Accounts receivable, net | 57,305 | 92,946 | ||||||
Derivative assets | 108,882 | 171,101 | ||||||
Other current assets | 3,085 | 3,736 | ||||||
Total current assets | 171,276 | 278,621 | ||||||
Property and equipment | ||||||||
Oil and gas properties, full cost method | ||||||||
Proved properties, net | 1,654,133 | 2,086,727 | ||||||
Unproved properties, not being amortized | 403,513 | 535,197 | ||||||
Other property and equipment, net | 13,373 | 7,329 | ||||||
Total property and equipment, net | 2,071,019 | 2,629,253 | ||||||
Deferred income taxes | 38,807 | — | ||||||
Derivative assets | 6,457 | 43,684 | ||||||
Debt issuance costs | 25,275 | 25,403 | ||||||
Other assets | 5,453 | 4,515 | ||||||
Total Assets | $2,318,287 | $2,981,476 | ||||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $50,650 | $106,819 | ||||||
Revenues and royalties payable | 69,899 | 66,954 | ||||||
Accrued capital expenditures | 69,463 | 106,149 | ||||||
Accrued interest | 19,359 | 21,149 | ||||||
Liabilities of discontinued operations | 3,234 | 4,405 | ||||||
Deferred income taxes | 38,807 | 61,258 | ||||||
Other current liabilities | 50,671 | 57,570 | ||||||
Total current liabilities | 302,083 | 424,304 | ||||||
Long-term debt | 1,412,221 | 1,351,346 | ||||||
Liabilities of discontinued operations | 2,037 | 8,394 | ||||||
Deferred income taxes | — | 77,349 | ||||||
Asset retirement obligations | 14,489 | 12,187 | ||||||
Other liabilities | 9,077 | 4,455 | ||||||
Total liabilities | 1,739,907 | 1,878,035 | ||||||
Commitments and contingencies | ||||||||
Shareholders’ equity | ||||||||
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 | 520 | 461 | ||||||
Additional paid-in capital | 1,165,305 | 915,436 | ||||||
Retained earnings (Accumulated deficit) | (587,445 | ) | 187,544 | |||||
Total shareholders’ equity | 578,380 | 1,103,441 | ||||||
Total Liabilities and Shareholders’ Equity | $2,318,287 | $2,981,476 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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CARRIZO OIL & GAS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Revenues | |||||||||||||||
Crude oil | $95,237 | $173,277 | $289,552 | $469,601 | |||||||||||
Natural gas liquids | 3,330 | 7,798 | 11,602 | 19,669 | |||||||||||
Natural gas | 7,670 | 15,150 | 28,627 | 57,642 | |||||||||||
Total revenues | 106,237 | 196,225 | 329,781 | 546,912 | |||||||||||
Costs and Expenses | |||||||||||||||
Lease operating | 22,213 | 21,019 | 67,304 | 51,002 | |||||||||||
Production taxes | 4,264 | 8,393 | 13,313 | 22,666 | |||||||||||
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 | 65,481 | |||||||||||
(Gain) loss on derivatives, net | (28,752 | ) | (71,783 | ) | (42,596 | ) | (11,153 | ) | |||||||
Interest expense, net | 16,208 | 12,201 | 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 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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CARRIZO OIL & GAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
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CARRIZO OIL & GAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Nature of Operations
Carrizo Oil & Gas, Inc. is a Houston-based energy company which, together with its subsidiaries (collectively, the “Company”), is actively engaged in the exploration, development, and production of oil and gas primarily from resource plays located in the United States. The Company’s current operations are principally focused in proven, producing oil and gas plays primarily in the Eagle Ford Shale in South Texas, the Delaware Basin in West Texas, the Utica Shale in Ohio, the Niobrara Formation in Colorado, and the Marcellus Shale in Pennsylvania.
Consolidated Financial Statements
The accompanying unaudited interim consolidated financial statements include the accounts of the Company after elimination of intercompany transactions and balances and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and therefore do not include all disclosures required for financial statements prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim financial position, results of operations and cash flows. However, the results of operations for the periods presented are not necessarily indicative of the results of operations that may be expected for the full year. These financial statements and related notes included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (“2014 Annual Report”). Certain reclassifications have been made to prior period amounts to conform to the current period presentation. Such reclassifications had no material impact on prior period amounts.
2. Summary of Significant Accounting Policies
The Company has provided a discussion of significant accounting policies, estimates, and judgments in “Note 2. Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in its 2014 Annual Report. There have been no changes to the Company’s significant accounting policies since December 31, 2014.
Recent Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“Update 2015-03”). The objective of Update 2015-03 is to simplify the presentation of debt issuance costs in financial statements by presenting such costs in the balance sheet as a direct deduction from the related debt rather than as an asset. In August 2015, the FASB issued Accounting Standards Update No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30) (“Update 2015-15”), which addresses the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of-credit arrangements. Under Update 2015-15, debt issuance costs associated with line-of-credit agreements may be deferred and presented as an asset in the balance sheet, subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings. For public entities, Update 2015-03 and Update 2015-15 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and applied retrospectively with early adoption permitted. The adoption of Update 2015-03 and Update 2015-15 will not have an impact on the Company’s consolidated financial statements, other than balance sheet reclassifications.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Update 2014-09”), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and industry specific guidance in Subtopic 932-605, Extractive Activities- Oil and Gas- Revenue Recognition. Update 2014-09 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods and services. In April 2015, the FASB proposed to delay the effective date one year. This proposal was approved in July 2015 and as such, Update 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period for public entities. The Company is currently evaluating the impact of the adoption of Update 2014-09 on its consolidated financial statements.
3. Discontinued Operations
On February 22, 2013, the Company closed on the sale of Carrizo UK Huntington Ltd, a wholly owned subsidiary of the Company (“Carrizo UK”), and all of its interest in the Huntington Field discovery, including a 15% non-operated working interest and certain overriding royalty interests, to a subsidiary of Iona Energy Inc. (“Iona Energy”) for an agreed-upon price of $184.0 million,
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including the assumption and repayment by Iona Energy of the $55.0 million of borrowings outstanding under Carrizo UK’s senior secured multicurrency credit facility as of the closing date. The liabilities, results of operations and cash flows associated with Carrizo UK have been classified as discontinued operations in the consolidated financial statements. The liabilities of discontinued operations of $5.3 million and $12.8 million as of September 30, 2015 and December 31, 2014, respectively, relate to an accrual for estimated future obligations related to the sale.
The following table summarizes the amounts included in income (loss) from discontinued operations, net of income taxes presented in the consolidated statements of operations:
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 | ) | |||||||||||
Carrizo UK is a disregarded entity for U.S. federal income tax purposes. Accordingly, the income tax expense reflected above includes the Company’s U.S. deferred income tax (expense) benefit associated with the income (loss) from discontinued operations before income taxes. The related U.S. deferred tax assets and liabilities have been classified as deferred income taxes of continuing operations in the consolidated balance sheets.
4. Property and Equipment, Net
As of September 30, 2015 and December 31, 2014, total property and equipment, net consisted of the following:
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 | ||||||
Capitalized oil and gas property costs within a cost center are amortized on an equivalent unit-of-production method, converting natural gas to barrels of oil equivalent at the ratio of six thousand cubic feet of gas to one barrel of oil, which represents their approximate relative energy content. Average depreciation, depletion and amortization (“DD&A”) per Boe of proved properties was $24.19 and $26.75 for the three months ended September 30, 2015 and 2014, respectively, and $23.82 and $26.58 for the nine months ended September 30, 2015 and 2014, respectively.
The Company capitalized internal costs of employee compensation and benefits, including stock-based compensation, directly associated with acquisition, exploration and development activities totaling $3.1 million and $3.4 million for the three months ended September 30, 2015 and 2014, respectively, and $14.0 million and $14.1 million for the nine months ended September 30, 2015 and 2014, respectively.
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Unproved properties, not being amortized, include unevaluated leasehold and seismic costs associated with specific unevaluated properties, the cost of exploratory wells in progress and related capitalized interest. The Company capitalized interest costs associated with its unevaluated leasehold and seismic costs and the cost of exploratory wells in progress totaling $7.5 million and $8.7 million for the three months ended September 30, 2015 and 2014, respectively, and $26.2 million and $25.0 million for the nine months ended September 30, 2015 and 2014, respectively.
Full Cost Ceiling Test Impairment
Due primarily to declines in the average realized prices for sales of oil and gas on the first calendar day of each month during the trailing 12-month period prior to September 30, 2015, the capitalized costs of oil and gas properties exceeded the cost center ceiling resulting in an after-tax impairment in the carrying value of oil and gas properties of $522.7 million ($812.8 million pre-tax) for the three months and nine months ended September 30, 2015. An impairment recognized in one period may not be reversed in a subsequent period even if higher oil and gas prices in the future increase the cost center ceiling applicable to the subsequent period. There were no impairments of oil and gas properties for the three months ended March 31, 2015 or June 30, 2015 or for the corresponding prior year periods.
Based on the first calendar day of each month oil and gas prices available for the 11 months ended November 1, 2015, the Company expects to record an additional impairment in the carrying value of oil and gas properties in the fourth quarter of 2015. Further impairments in subsequent quarters may occur if the trailing 12-month commodity prices continue to be lower than the comparable trailing 12-month commodity prices applicable to the third and fourth quarters of 2015.
5. Income Taxes
The Company’s estimated annual effective income tax rates are used to allocate expected annual income tax expense or benefit to interim periods. The rates are the ratio of estimated annual income tax expense or benefit to estimated annual income or loss before income taxes by taxing jurisdiction, except for discrete items, which are significant, unusual or infrequent items for which income taxes are computed and recorded in the interim period in which the discrete item occurs. The estimated annual effective income tax rates are applied to the year-to-date income or loss before income taxes by taxing jurisdiction to determine the income tax expense or benefit allocated to the interim period. The Company updates its estimated annual effective income tax rates at the end of each quarterly period considering the geographic mix of income based on the tax jurisdictions in which the Company operates. Actual results that are different from the assumptions used in estimating the annual effective income tax rates will impact future income tax expense or benefit.
Income tax (expense) benefit differs from income tax (expense) benefit computed by applying the U.S. Federal statutory corporate income tax rate of 35% to income (loss) from continuing operations before income taxes as follows:
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 | ) | ||||||||||
Deferred Tax Asset Valuation Allowance
Deferred tax assets are recorded for net operating losses and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions in future periods. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those deferred tax assets would be deductible.
The Company assesses the realizability of its deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available evidence (both positive and negative) when determining whether a valuation allowance is required. The Company evaluated possible sources of taxable income that may be available to realize the benefit of deferred tax assets, including projected future taxable income, the reversal of existing temporary differences, taxable income in carryback years and available tax planning strategies in making this assessment.
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A significant item of objective negative evidence considered was the cumulative historical three year pre-tax loss and a net deferred tax asset position at September 30, 2015, driven primarily by the full cost ceiling impairment recognized during the third quarter of 2015, which limits the ability to consider other subjective evidence such as the Company’s anticipated future growth. In addition, the Company also expects to recognize an additional impairment of its oil and gas properties during the fourth quarter of 2015. The Company also had U.S. federal net operating loss carryforwards of $185.6 million as of December 31, 2014. As a result of the historical and projected future losses, the Company concluded that it is more likely than not that the deferred tax assets will not be realized and recorded a valuation allowance against the net deferred tax asset of as of September 30, 2015 of $187.6 million, reducing the net deferred tax asset to zero.
The Company will continue to evaluate whether the valuation allowance is needed in future reporting periods. The valuation allowance will remain until the Company can determine that the net deferred tax assets are more likely than not to be realized. Future events or new evidence which may lead the Company to conclude that it is more likely than not that its net deferred tax assets will be realized include, but are not limited to, cumulative historical pre-tax earnings, improvements in oil prices, and taxable events that could result from one or more transactions. The valuation allowance does not impact future utilization of the underlying tax attributes. As long as the Company concludes that the valuation allowance against its net deferred tax assets is necessary, the Company likely will not have any additional income tax expense or benefit.
6. Long-Term Debt
Long-term debt consisted of the following as of September 30, 2015 and December 31, 2014:
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 | ||||||
Senior Secured Revolving Credit Facility
The Company has a senior secured revolving credit facility with a syndicate of banks that, as of September 30, 2015, had a borrowing base of $685.0 million, with $156.5 million of borrowings outstanding with a weighted average interest rate of 1.80%. As of September 30, 2015, the Company also had $0.6 million in letters of credit outstanding which reduced the amounts available under the revolving credit facility. The credit agreement governing the revolving credit facility provides for interest only payments until July 2, 2018, when the credit agreement matures and any outstanding borrowings are due. The borrowing base under the credit agreement is subject to regular redeterminations in the Spring and Fall of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base. The amount the Company is able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the credit agreement governing the revolving credit facility.
On May 5, 2015, the Company entered into the sixth amendment to the senior secured revolving credit agreement to, among other things, (i) establish an approved borrowing base of $685.0 million until the next redetermination thereof, (ii) establish a swing line commitment under the revolving credit facility not to exceed $15.0 million and (iii) include seven additional banks to its banking syndicate, bringing the total number of banks to 19 as of the date of such amendment.
The obligations of the Company under the credit agreement are guaranteed by the Company’s material domestic subsidiaries and are secured by liens on substantially all of the Company’s assets, including a mortgage lien on oil and gas properties having at least 80% of the proved reserve value of the oil and gas properties included in the determination of the borrowing base.
Amounts outstanding under the credit agreement bear interest at the Company’s option at either (i) a base rate for a base rate loan plus the margin set forth in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.50% and the adjusted LIBO rate plus 1.00%, or (ii) an adjusted LIBO rate for a Eurodollar loan plus the margin set forth
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in the table below. The Company also incurs commitment fees as set forth in the table below on the unused portion of lender commitments, and which are included as a component of interest expense.
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% | |||
The Company is subject to certain covenants under the terms of the credit agreement, which include the maintenance of the following financial covenants determined as of the last day of each quarter: (1) a ratio of Total Debt to EBITDA (as defined in the credit agreement) of not more than 4.00 to 1.00; and (2) a Current Ratio (as defined in the credit agreement) of not less than 1.00 to 1.00. As defined in the credit agreement, Total Debt excludes debt discounts and premiums and is net of cash and cash equivalents, EBITDA is for the last four quarters after giving pro forma effect to certain material acquisitions and dispositions of oil and gas properties, and the Current Ratio includes an add back of the unused portion of lender commitments. As of September 30, 2015, the ratio of Total Debt to EBITDA was 2.97 to 1.00 and the Current Ratio was 2.69 to 1.00. Because the financial covenants are determined as of the last day of each quarter, the ratios can fluctuate significantly period to period as the amounts outstanding under the credit agreement are dependent on the timing of cash flows from operations, capital expenditures, acquisitions and dispositions of oil and gas properties and securities offerings.
The credit agreement also places restrictions on the Company and certain of its subsidiaries with respect to additional indebtedness, liens, dividends and other payments to shareholders, repurchases or redemptions of the Company’s common stock, redemptions of senior notes, investments, acquisitions, mergers, asset dispositions, transactions with affiliates, hedging transactions and other matters.
The credit agreement is subject to customary events of default, including in connection with a change in control. If an event of default occurs and is continuing, the lenders may elect to accelerate amounts due under the credit agreement (except in the case of a bankruptcy event of default, in which case such amounts will automatically become due and payable).
See “Note 13. Subsequent Events - Senior Secured Revolving Credit Facility” for discussion of the seventh amendment to the credit agreement governing the revolving credit facility.
8.625% Senior Notes due 2018
On April 14, 2015, the Company commenced a cash tender offer for any or all of the outstanding $600.0 million aggregate principal amount of its 8.625% Senior Notes. The tender offer expired on April 23, 2015. On April 28, 2015, the Company made an aggregate cash payment of $276.4 million for the $264.2 million aggregate principal amount of 8.625% Senior Notes validly tendered in the tender offer. This represented a tender offer premium totaling $12.2 million, equal to $1,046.13 for each $1,000 principal amount of 8.625% Senior Notes validly tendered and accepted for payment pursuant to the tender offer. In addition, all 8.625% Senior Notes accepted for payment received accrued and unpaid interest of $0.8 million from the last interest payment date up to, but not including, the settlement date.
In connection with the cash tender offer, the Company also sent a notice of redemption to the trustee for its 8.625% Senior Notes to conditionally call for redemption on May 14, 2015 all of the 8.625% Senior Notes then outstanding, conditioned upon and subject to the Company receiving specified net proceeds from one or more securities offerings, which conditions were satisfied. On May 14, 2015, the Company paid an aggregate redemption price of $352.6 million, including a redemption premium of $14.5 million, which represented 104.313% of the principal amount of the then outstanding 8.625% Senior Notes (or $1,043.13 for each $1,000 principal amount of the 8.625% Senior Notes) plus accrued and unpaid interest of $2.3 million from the last interest payment date up to, but not including, the redemption date, to redeem the then outstanding $335.8 million aggregate principal amount of 8.625% Senior Notes. As a result of the cash tender offer and the redemption of the 8.625% Senior Notes, the Company recorded a loss on extinguishment of debt of $38.1 million during the second quarter of 2015, which includes the premium paid to repurchase the 8.625% Senior Notes of $26.7 million and non-cash charges of $11.4 million attributable to the write-off of unamortized debt issuance costs and the remaining discount associated with the 8.625% Senior Notes.
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6.25% Senior Notes due 2023
On April 28, 2015, the Company closed a public offering of $650.0 million aggregate principal amount of 6.25% Senior Notes due 2023. The Company received proceeds of approximately $640.3 million, net of underwriting discounts and commissions. The net proceeds were used to fund the repurchase and redemption of the 8.625% Senior Notes described above as well as to temporarily repay borrowings outstanding under the Company’s revolving credit facility. The 6.25% Senior Notes bear interest at 6.25% per annum which is payable semi-annually on each April 15 and October 15 and mature on April 15, 2023. Before April 15, 2018, the Company may, at its option, redeem all or a portion of the 6.25% Senior Notes at 100% of the principal amount plus a make-whole premium. Thereafter, the Company may redeem all or a portion of the 6.25% Senior Notes at redemption prices decreasing from 104.688% to 100% of the principal amount on April 15, 2018, plus accrued and unpaid interest. The 6.25% Senior Notes were guaranteed by the same subsidiaries that also guarantee the 7.50% Senior Notes and the revolving credit facility.
The indenture governing the 6.25% Senior Notes, which is substantially similar to the indenture governing the 7.50% Senior Notes, contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: pay distributions on, purchase or redeem the Company’s common stock or other capital stock or redeem the Company’s subordinated debt; make investments; incur or guarantee additional indebtedness or issue certain types of equity securities; create certain liens; sell assets; consolidate, merge or transfer all or substantially all of the Company’s assets; enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; engage in transactions with affiliates; and create unrestricted subsidiaries. Such indentures governing the Company’s senior notes are also subject to customary events of default, including those related to failure to comply with the terms of the notes and the indenture, certain failures to file reports with the SEC, certain cross defaults of other indebtedness and mortgages and certain failures to pay final judgments.
7. Commitments and Contingencies
From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not currently expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.
The results of operations and financial position of the Company continue to be affected from time to time in varying degrees by domestic and foreign political developments as well as legislation and regulations pertaining to restrictions on crude oil and natural gas production, imports and exports, natural gas regulation, tax increases, environmental regulations and cancellation of contract rights. Both the likelihood and overall effect of such occurrences on the Company vary greatly and are not predictable.
8. Shareholders’ Equity
Common Stock Offering
On March 20, 2015, the Company completed a public offering of 5.2 million shares of its common stock at a price of $44.75 per share, which generated proceeds of $231.3 million, net of offering costs. The net proceeds from the common stock offering were used to repay a portion of the borrowings under the Company’s revolving credit facility and for general corporate purposes. See “Note 13. Subsequent Events - Common Stock Offering” for discussion of the public offering of the Company’s common stock that was completed on October 21, 2015.
Exercise of Warrants
On November 24, 2009, the Company entered into an agreement with an unrelated third party and its affiliate under which the Company issued 118,200 warrants to purchase shares of the Company’s common stock. In May 2015, the holders of the warrants exercised all warrants outstanding on a “cashless” basis at an exercise price of $22.09 resulting in the issuance of 71,913 net shares of the Company’s common stock.
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Stock-Based Compensation
The Company recognized the following stock-based compensation expense (benefit), net for the periods indicated which is reflected as general and administrative expense in the consolidated statements of operations:
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 | ||||||||||
9. Earnings Per Share
Supplemental income (loss) from continuing operations per common share information is provided below:
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 | ||||||||||
Basic income (loss) from continuing operations per common share is based on the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) from continuing operations per common share is based on the weighted average number of common shares and all potentially dilutive common shares outstanding during the period which include restricted stock awards and units, performance share awards, stock options and warrants. When a loss from continuing operations exists, all potentially dilutive common shares outstanding are anti-dilutive and therefore excluded from the calculation of diluted weighted average shares outstanding.
For the three and nine months ended September 30, 2015, the calculation of diluted weighted average common shares outstanding excluded the anti-dilutive effect of 0.4 million shares of restricted stock awards and units and performance share awards and 0.7 million shares of restricted stock awards and units, performance share awards, options and warrants due to the loss from continuing operations, respectively. For the three and nine months ended September 30, 2014, the number of shares of restricted stock awards and units, performance share awards, options and warrants excluded were insignificant.
10. Derivative Instruments
The Company uses commodity derivative instruments to reduce its exposure to commodity price volatility for a substantial, but varying, portion of its forecasted crude oil and natural gas production and thereby achieve a more predictable level of cash flows to support the Company’s drilling and completion capital expenditure program. The Company does not enter into derivative instruments for speculative or trading purposes. As of September 30, 2015, the Company’s commodity derivative instruments consisted of fixed price swaps, costless collars and sold call options, which are described below.
Fixed Price Swaps: The Company receives a fixed price and pays a variable market price to the counterparties over specified periods for contracted volumes.
Costless Collars: A collar is a combination of options including a purchased put option (fixed floor price) and a sold call option (fixed ceiling price) and allows the Company to benefit from increases in commodity prices up to the fixed ceiling price and protect the Company from decreases in commodity prices below the fixed floor price. At settlement, if the market price is below the fixed
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floor price or is above the fixed ceiling price, the Company receives the fixed price and pays the market price. If the market price is between the fixed floor price and fixed ceiling price, no payments are due from either party. These contracts were executed contemporaneously with the same counterparties and were premium neutral such that no premiums were paid to or received from the counterparties.
Sold Call Options: These contracts give the counterparties the right, but not the obligation, to buy contracted volumes from the Company over specified periods and prices in the future. At settlement, if the market price exceeds the fixed price of the call option, the Company pays the counterparty the excess. If the market price settles below the fixed price of the call option, no payment is due from either party. In exchange for selling these 2017-2020 options, the Company received upfront proceeds which it used to obtain a higher fixed price on its 2016 fixed price swaps. These contracts were executed contemporaneously with the same counterparties and were premium neutral such that no premiums were paid to or received from the counterparties.
The following sets forth a summary of the Company’s open crude oil derivative positions at average NYMEX prices as of September 30, 2015:
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 | ||||||||||
On February 11, 2015, the Company entered into derivative transactions offsetting its then existing crude oil derivative positions covering the periods from March 2015 through December 2016. As a result of the offsetting derivative transactions, the Company locked in $166.4 million of cash flows, of which $40.0 million and $79.9 million were received due to contract settlements during the three months ended September 30, 2015 and nine months ended September 30, 2015, respectively, and is included in the gain on derivatives, net in the consolidated statements of operations. As of September 30, 2015, the fair value of the remaining locked in cash flows is $86.4 million, of which $75.8 million is classified as a current derivative asset and $10.6 million is classified as a noncurrent derivative asset in the consolidated balance sheets. The derivative assets associated with the offsetting derivative transactions are not subject to price risk and the locked in cash flows will be received as the applicable contracts settle. Included in the $42.6 million gain on derivatives, net for the nine months ended September 30, 2015, is an $8.4 million gain representing the increase in fair value of the then-existing crude oil derivative positions from December 31, 2014 to February 11, 2015. The offsetting derivative transactions are not included in the table above.
Additionally, subsequent to entering into the offsetting derivative transactions described above, the Company entered into costless collars for the periods from March 2015 through December 2016 that will continue to provide the Company with downside protection at crude oil prices below the weighted average floor prices yet allow the Company to benefit from an increase in crude oil prices up to the weighted average ceiling prices. During the third quarter of 2015, the Company sold call options for the years 2017 through 2020 and used the upfront proceeds received from the sale of those call options to obtain a higher fixed price on the 2016 fixed price swaps, as discussed above. See “Note 13. Subsequent Events - Hedging Activity” for discussion of derivative instruments entered into subsequent to September 30, 2015.
The following sets forth a summary of the Company’s natural gas derivative positions at average NYMEX prices as of September 30, 2015:
Period | Type of Contract | Volumes (in MMBtu/d) | Weighted Average Fixed Price ($/MMBtu) | ||||||
October - December 2015 | Fixed Price Swaps | 30,000 | $4.29 | ||||||
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For the three months ended September 30, 2015 and 2014, the Company recorded in the consolidated statements of operations a gain on derivatives, net of $28.8 million and $71.8 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company recorded in the consolidated statements of operations a gain on derivatives, net of $42.6 million and $11.2 million, respectively.
The Company typically has numerous hedge positions that span several time periods and often result in both fair value asset and liability positions held with that counterparty, which positions are all offset to a single fair value asset or liability at the end of each reporting period. The Company nets its derivative instrument fair value amounts executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract. The fair value of derivative instruments where the Company is in a net asset position with its counterparties as of September 30, 2015 and December 31, 2014 totaled $115.3 million and $214.8 million, respectively, and is summarized by counterparty in the table below:
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 | % | ||
The counterparties to the Company’s derivative instruments are also lenders under the Company’s credit agreement which allows the Company to satisfy any need for margin obligations resulting from adverse changes in the fair value of its derivative instruments with the collateral securing the credit agreement, thus eliminating the need for independent collateral posting.
Because each of the counterparties have investment grade credit ratings, the Company believes it does not have significant credit risk and accordingly does not currently require its counterparties to post collateral to support the net asset positions of its derivative instruments. As such, the Company is exposed to credit risk to the extent of nonperformance by the counterparties to its derivative instruments. Although the Company does not currently anticipate such nonperformance, it continues to monitor the credit ratings of its counterparties.
11. Fair Value Measurements
Accounting guidelines for measuring fair value establish a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:
Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables summarize the location and amounts of the Company’s assets and liabilities measured at fair value on a recurring basis as presented in the consolidated balance sheets as of September 30, 2015 and December 31, 2014. All items included in the tables below are Level 2 inputs within the fair value hierarchy:
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 | |||||||||
The fair values of the Company’s derivative assets and liabilities are based on a third-party industry-standard pricing model that uses market data obtained from third-party sources, including quoted forward prices for crude oil and natural gas, discount rates and volatility factors. The fair values are also compared to the values provided by the counterparties for reasonableness and are adjusted for the counterparties’ credit quality for derivative assets and the Company’s credit quality for derivative liabilities. To date, adjustments for credit quality have not had a material impact on the fair values.
The derivative asset and liability fair values reported in the consolidated balance sheets that pertain to the Company’s derivative instruments, as well as the Company’s crude oil derivative instruments that were entered into subsequent to the offsetting derivative transactions, are as of a particular point in time and subsequently change as these estimates are revised to reflect actual results, changes in market conditions and other factors. However, the fair value of the net derivative asset attributable to the offsetting crude oil derivative transactions are not subject to price risk as changes in the fair value of the original positions are offset by changes in the fair value of the offsetting positions. The Company typically has numerous hedge positions that span several time periods and often result in both derivative assets and liabilities with the same counterparty, which positions are all offset to a single derivative asset or liability in the consolidated balance sheets. The Company nets the fair values of its derivative assets and liabilities associated with derivative instruments executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract. The Company had no transfers into Level 1 and no transfers into or out of Level 2 for the nine months ended September 30, 2015 and 2014.
Fair Value of Other Financial Instruments
The Company’s other financial instruments consist of cash and cash equivalents, receivables, payables and long-term debt, which are classified as Level 1 under the fair value hierarchy with the exception of the deferred purchase payment, which is classified as Level 2 under the fair value hierarchy. The carrying amounts of cash and cash equivalents, receivables, and payables approximate fair value due to the highly liquid or short-term nature of these instruments. The carrying amount of long-term debt under the Company’s revolving credit facility approximates fair value as borrowings bear interest at variable rates. The following table
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presents the carrying amounts of long-term debt with the fair values of the Company’s senior notes and other long-term debt based on quoted market prices and the fair value of the deferred purchase payment based on indirect observable market rates.
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 | ||||||||||||
12. Condensed Consolidating Financial Information
The rules of the SEC require that condensed consolidating financial information be provided for a subsidiary that has guaranteed the debt of a registrant issued in a public offering, where the guarantee is full, unconditional and joint and several and where the voting interest of the subsidiary is 100% owned by the registrant. The Company is, therefore, presenting condensed consolidating financial information on a parent company, combined guarantor subsidiaries, combined non-guarantor subsidiaries and consolidated basis and should be read in conjunction with the consolidated financial statements. The financial information may not necessarily be indicative of results of operations, cash flows, or financial position had such guarantor subsidiaries operated as independent entities.
Investments in subsidiaries are accounted for by the respective parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company’s investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions. Typically in a condensed consolidating financial statement, the net income and equity of the parent company equals the net income and equity of the consolidated entity. The Company’s oil and gas properties are accounted for using the full cost method of accounting whereby impairments and DD&A are calculated and recorded on a country by country basis. However, when calculated separately on a legal entity basis, the combined totals of parent company and subsidiary impairments and DD&A can be more or less than the consolidated total as a result of differences in the properties each entity owns including amounts of costs incurred, production rates, reserve mix, future development costs, etc. Accordingly, elimination entries are required to eliminate any differences between consolidated and parent company and subsidiary company combined impairments and DD&A.
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CARRIZO OIL & GAS, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(In thousands)
(Unaudited)
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 | ||||||||||||||
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CARRIZO OIL & GAS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
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 | ||||||||||||||
-17-
CARRIZO OIL & GAS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
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 | ||||||||||||||
-18-
CARRIZO OIL & GAS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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 | |||||||||||||||
-19-
13. Subsequent Events
Common Stock Offering
On October 21, 2015, the Company completed a public offering of 6.3 million shares of its common stock at a price of $37.80 per share, which generated proceeds of $239.1 million, net of underwriting discounts. The Company used a portion of the net proceeds from the common stock offering to repay borrowings under the Company’s 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.
Senior Secured Revolving Credit Facility
On October 30, 2015, the Company entered into the seventh amendment to the senior secured revolving credit agreement to, among other things, (i) reaffirm the borrowing base at its current level of $685.0 million until the next redetermination thereof and (ii) amend the financial covenant requiring the maintenance of a ratio of Total Debt to EBITDA of not more than 4.00 to 1.00, such that the permissible ratio is increased to 4.75 to 1.00 through December 31, 2016, reducing to 4.375 to 1.00 through December 31, 2017, and returning to 4.00 to 1.00 thereafter.
Hedging Activity
Subsequent to September 30, 2015, the Company entered into the following derivative instruments:
Period | Type of Contract | Volumes (in Bbls/d) | Weighted Average Floor Price ($/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 | ||||||||||
-20-
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is management’s discussion and analysis of the significant factors that affected the Company’s financial position and results of operations during the periods included in the accompanying unaudited consolidated financial statements. You should read this in conjunction with the unaudited interim consolidated financial statements included in this Quarterly Report on Form 10-Q and the discussion under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.
General Overview
Production and Commodity Prices. Total production for the three months ended September 30, 2015 was 35,948 Boe/d, an increase of 7% from the 33,587 Boe/d for the three months ended September 30, 2014 primarily driven by increased crude oil production in the Eagle Ford and Utica, partially offset by decreased natural gas production due to voluntary curtailments in the Marcellus. Average realized crude oil, natural gas liquids and natural gas prices for the third quarter of 2015 were $43.91 per Bbl, $9.62 per Bbl and $1.61 per Mcf, respectively, which represent decreases of 53%, 66% and 38% from the third quarter of 2014, respectively. As a result, despite the increase in crude oil production, our third quarter of 2015 revenues of $106.2 million were 46% lower than our third quarter of 2014 revenues of $196.2 million.
Drilling and Completion Activity. See the table below for details of our operated drilling and completion activity by region:
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 | — | — | |||||||||||||||||||||||||