SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q |
||||
☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For The Quarterly Period Ended March 31, 2015
OR
☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number 001-14039
Callon Petroleum Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
64-0844345 (IRS Employer Identification No.) |
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200 North Canal Street Natchez, Mississippi (Address of Principal Executive Offices) |
39120 (Zip Code) |
601-442-1601
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
Indicate by check mark whether 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 ☒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 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ☒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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer |
☐ |
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Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
(Do not check if 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 ☒
The Registrant’s had 65,871,037 shares of common stock outstanding as of April 30, 2015.
Part I. Financial Information |
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Item 1. Financial Statements (Unaudited) |
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4 |
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5 |
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6 |
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7 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
1 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
23 |
24 |
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Part II. Other Information |
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25 |
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25 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
25 |
25 |
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25 |
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25 |
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26 |
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2
All defined terms under Rule 4-10(a) of Regulation S-X shall have their prescribed meanings when used in this report. As used in this document:
· |
ARO: asset retirement obligation. |
· |
Bbl or Bbls: barrel or barrels of oil or natural gas liquids. |
· |
BOE: barrel of oil equivalent, determined by using the ratio of one Bbl of oil or NGLs to six Mcf of gas. The ratio of one barrel of oil or NGL to six Mcf of natural gas is commonly used in the industry and represents the approximate energy equivalence of oil or NGLs to natural gas, and does not represent the economic equivalency of oil and NGLs to natural gas. The sales price of a barrel of oil or NGLs is considerably higher than the sales price of six Mcf of natural gas. |
· |
BBtu: billion Btu. |
· |
BOE/d: BOE per day. |
· |
Btu: a British thermal unit, which is a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit. |
· |
LIBOR: London Interbank Offered Rate. |
· |
LOE: lease operating expense. |
· |
MBbls: thousand barrels of oil. |
· |
MBOE: thousand BOE. |
· |
Mcf: thousand cubic feet of natural gas. |
· |
MMBtu: million Btu. |
· |
MMcf: million cubic feet of natural gas. |
· |
NGL or NGLs: natural gas liquids, such as ethane, propane, butanes and natural gasoline that are extracted from natural gas production streams. |
· |
NYMEX: New York Mercantile Exchange. |
· |
Oil: includes crude oil and condensate. |
· |
SEC: United States Securities and Exchange Commission. |
· |
GAAP: Generally Accepted Accounting Principles in the United States. |
With respect to information relating to our working interest in wells or acreage, “net” oil and gas wells or acreage is determined by multiplying gross wells or acreage by our working interest therein. Unless otherwise specified, all references to wells and acres are gross.
3
Item I. Financial Statements
Callon Petroleum Company
Consolidated Balance Sheets
(in thousands, except par and per share values and share data)
March 31, 2015 |
December 31, 2014 |
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ASSETS |
Unaudited |
||||
Current assets: |
|||||
Cash and cash equivalents |
$ |
2,144 |
$ |
968 | |
Accounts receivable |
31,930 | 30,198 | |||
Fair value of derivatives |
19,160 | 27,850 | |||
Other current assets |
989 | 1,441 | |||
Total current assets |
54,223 | 60,457 | |||
Oil and natural gas properties, full cost accounting method: |
|||||
Evaluated properties |
2,140,937 | 2,077,985 | |||
Less accumulated depreciation, depletion and amortization |
(1,496,454) | (1,478,355) | |||
Net oil and natural gas properties |
644,483 | 599,630 | |||
Unevaluated properties |
142,867 | 142,525 | |||
Total oil and natural gas properties |
787,350 | 742,155 | |||
Other property and equipment, net |
8,046 | 7,118 | |||
Restricted investments |
3,292 | 3,810 | |||
Deferred tax asset |
47,238 | 44,688 | |||
Deferred financing costs |
17,432 | 18,200 | |||
Other assets, net |
456 | 342 | |||
Total assets |
$ |
918,037 |
$ |
876,770 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|||||
Current liabilities: |
|||||
Accounts payable and accrued liabilities |
$ |
68,271 |
$ |
76,753 | |
Accrued interest |
5,853 | 5,993 | |||
Cash-settled restricted stock unit awards |
6,473 | 3,856 | |||
Asset retirement obligations |
5,047 | 4,747 | |||
Deferred tax liability |
3,687 | 6,214 | |||
Fair value of derivatives |
473 | 1,249 | |||
Total current liabilities |
89,804 | 98,812 | |||
Senior secured revolving credit facility |
37,000 | 35,000 | |||
Secured second lien term loan |
300,000 | 300,000 | |||
Asset retirement obligations |
1,262 | 1,927 | |||
Cash-settled restricted stock unit awards |
2,300 | 7,175 | |||
Other long-term liabilities |
120 | 121 | |||
Total liabilities |
430,486 | 443,035 | |||
Stockholders’ equity: |
|||||
Preferred stock, series A cumulative, $0.01 par value and $50.00 liquidation preference, 2,500,000 shares authorized: 1,578,948 and 1,578,948 shares outstanding, respectively |
16 | 16 | |||
Common stock, $0.01 par value, 110,000,000 shares authorized; 65,860,729 and 55,225,288 shares outstanding, respectively |
659 | 552 | |||
Capital in excess of par value |
592,042 | 526,162 | |||
Accumulated deficit |
(105,166) | (92,995) | |||
Total stockholders’ equity |
487,551 | 433,735 | |||
Total liabilities and stockholders’ equity |
$ |
918,037 |
$ |
876,770 |
The accompanying notes are an integral part of these consolidated financial statements.
4
Consolidated Statements of Operations
(Unaudited; in thousands, except per share data)
Three Months Ended March 31, |
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2015 |
2014 |
|||||
Operating revenues: |
||||||
Oil sales |
$ |
27,909 |
$ |
30,909 | ||
Natural gas sales |
2,482 | 2,376 | ||||
Total operating revenues |
30,391 | 33,285 | ||||
Operating expenses: |
||||||
Lease operating expenses |
6,959 | 4,230 | ||||
Production taxes |
2,265 | 1,917 | ||||
Depreciation, depletion and amortization |
18,104 | 10,538 | ||||
General and administrative |
12,102 | 10,807 | ||||
Accretion expense |
209 | 228 | ||||
Rig termination fee |
3,641 |
— |
||||
Gain on sale of other property and equipment |
— |
(1,080) | ||||
Total operating expenses |
43,280 | 26,640 | ||||
Income (loss) from operations |
(12,889) | 6,645 | ||||
Other (income) expenses: |
||||||
Interest expense |
4,858 | 977 | ||||
(Gain) loss on derivative contracts |
(2,429) | 2,513 | ||||
Other income |
(44) | (49) | ||||
Total other expenses |
2,385 | 3,441 | ||||
Income (loss) before income taxes |
(15,274) | 3,204 | ||||
Income tax expense (benefit) |
(5,077) | 1,341 | ||||
Net income (loss) |
(10,197) | 1,863 | ||||
Preferred stock dividends |
(1,974) | (1,974) | ||||
Loss available to common stockholders |
$ |
(12,171) |
$ |
(111) | ||
Loss per common share: |
||||||
Basic |
$ |
(0.21) |
$ |
(0.00) | ||
Diluted |
$ |
(0.21) |
$ |
(0.00) | ||
Shares used in computing loss per common share: |
||||||
Basic |
57,479 | 40,328 | ||||
Diluted |
57,479 | 40,328 |
The accompanying notes are an integral part of these consolidated financial statements.
5
Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Three Months Ended March 31, |
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2015 |
2014 |
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Cash flows from operating activities: |
||||||
Net income (loss) |
$ |
(10,197) |
$ |
1,863 | ||
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
||||||
Depreciation, depletion and amortization |
18,546 | 10,598 | ||||
Accretion expense |
209 | 228 | ||||
Amortization of non-cash debt related items |
781 | 119 | ||||
Amortization of deferred credit |
— |
(433) | ||||
Deferred income tax (benefit) expense |
(5,077) | 1,341 | ||||
Net loss on derivatives, net of settlements |
7,914 | 1,639 | ||||
Gain on sale of other property and equipment |
— |
(1,080) | ||||
Non-cash expense related to equity share-based awards |
86 | 996 | ||||
Change in the fair value of liability share-based awards |
3,088 | 3,483 | ||||
Payments to settle asset retirement obligations |
258 | (26) | ||||
Changes in current assets and liabilities: |
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Accounts receivable |
(2,125) | (2,928) | ||||
Other current assets |
452 | 707 | ||||
Current liabilities |
(355) | 5,155 | ||||
Payments to settle vested liability share-based awards related to early retirements |
(3,538) |
— |
||||
Payments to settle vested liability share-based awards |
(3,599) | (1,669) | ||||
Change in other assets, net |
(319) | (26) | ||||
Net cash provided by operating activities |
6,124 | 19,967 | ||||
Cash flows from investing activities: |
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Capital expenditures |
(70,780) | (65,760) | ||||
Proceeds from sales of mineral interest and equipment |
272 | 2,226 | ||||
Net cash used in investing activities |
(70,508) | (63,534) | ||||
Cash flows from financing activities: |
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Borrowings on credit facility |
60,000 | 46,000 | ||||
Payments on credit facility |
(58,000) |
— |
||||
Payment of deferred financing costs |
(12) | (1,729) | ||||
Issuance of common stock |
65,546 |
— |
||||
Payment of preferred stock dividends |
(1,974) | (1,974) | ||||
Net cash provided by financing activities |
65,560 | 42,297 | ||||
Net change in cash and cash equivalents |
1,176 | (1,270) | ||||
Balance, beginning of period |
968 | 3,012 | ||||
Balance, end of period |
$ |
2,144 |
$ |
1,742 |
The accompanying notes are an integral part of these consolidated financial statements.
6
Notes to the Consolidated Financial Statements
(All dollar amounts in thousands, except per unit data)
INDEX TO THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Description of Business and Basis of Presentation |
Fair Value Measurements |
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Acquisitions |
Asset Retirement Obligations |
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Earnings Per Share |
Equity Transactions |
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Borrowings |
Other |
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Derivative Instruments and Hedging Activities |
Note 1 - Description of Business and Basis of Presentation
Description of business
Callon Petroleum Company is an independent oil and natural gas company established in 1950. The Company was incorporated under the laws of the state of Delaware in 1994 and succeeded to the business of a publicly traded limited partnership, a joint venture with a consortium of European investors and an independent energy company partially owned by a member of current management. As used herein, the “Company,” “Callon,” “we,” “us,” and “our” refer to Callon Petroleum Company and its predecessors and subsidiaries unless the context requires otherwise.
Callon is focused on the acquisition, development, exploration and exploitation of unconventional, onshore, oil and natural gas reserves in the Permian Basin in West Texas, and more specifically, the Midland Basin. The Company’s operations to date have been predominantly focused on horizontal drilling of several prospective intervals, including multiple levels of the Wolfcamp formation. Callon has assembled a multi-year inventory of potential horizontal well locations and intends to add to this inventory through delineation drilling of emerging zones on our existing acreage and acquisition of additional locations through acreage purchases, joint ventures and asset swaps.
Basis of presentation
Unless otherwise indicated, all dollar amounts included within the Footnotes to the Financial Statements are presented in thousands, except for per share and per unit data.
The interim consolidated financial statements of the Company have been prepared in accordance with (1) GAAP, (2) the SEC’s instructions to Quarterly Report on Form 10-Q and (3) Rule 10-01 of Regulation S-X, and include the accounts of the Company, and its subsidiary, Callon Petroleum Operating Company (“CPOC”). CPOC also has subsidiaries, namely Callon Offshore Production, Inc. and Mississippi Marketing, Inc.
These interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.
In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments and all intercompany account and transaction eliminations, necessary to present fairly the Company’s financial position, the results of its operations and its cash flows for the periods indicated.
7
Footnotes to the Financial Statements (continued) (Unless otherwise indicated, dollar amounts included in the footnotes to the financial statements are presented in thousands, except for per share and per unit data) |
Recently issued accounting policies
In April 2015, the Financial Accounting Standards Board issued accounting standards update (“ASU”) No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. The standard requires that the costs for issuing debt should appear on the balance sheet as direct reduction from the debt’s value. The guidance in ASU No. 2015-03 is effective for public entities for annual reporting periods beginning after December 15, 2015, including interim periods therein. Early adoption is permitted. The Company is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.
On October 8, 2014, the Company completed the acquisition of certain undeveloped acreage and producing oil and gas properties located in Midland, Andrews, Ector and Martin Counties, Texas (the “Central Midland Basin Acquisition”) for an aggregate cash purchase price of $210,205. The Company assumed operatorship of the properties on November 1, 2014, and acquired a 62% working interest (46.5% net revenue interest) in the Central Midland Basin Acquisition. The aggregate cash purchase price was funded with a combination of the net proceeds from an equity offering of $122,450 and a portion of the proceeds from borrowings under a secured second lien term loan.
The Central Midland Basin Acquisition was accounted for under the acquisition method of accounting, which involves determining the fair value of the assets acquired and liabilities assumed. The following purchase price allocation is based on management’s estimates of the fair value of the assets acquired and liabilities assumed. The following table summarizes the acquisition date fair values of the net assets acquired:
Oil and natural gas properties |
$ |
91,895 | |
Unevaluated oil and natural gas properties |
118,450 | ||
Asset retirement obligations |
(140) | ||
Net assets acquired |
$ |
210,205 |
The following unaudited summary pro forma financial information for the three months ended March 31, 2014 has been presented for illustrative purposes only and does not purport to represent what the Company’s results of operations would have been if the Central Midland Basin Acquisition had occurred as presented, or to project the Company’s results of operations for any future periods. The pro forma financial information was prepared assuming the Central Midland Basin Acquisition occurred as of January 1, 2013. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable, including revenue, lease operating expenses, production taxes, depreciation, depletion and amortization expense, accretion expense, interest expense and capitalized interest.
Three Months Ended |
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March 31, 2014 |
|||
Revenues |
$ |
43,184 | |
Income from operations |
12,357 | ||
Income available to common stockholders |
791 | ||
Net income per common share: |
|||
Basic |
$ |
0.01 | |
Diluted |
$ |
0.01 |
8
Footnotes to the Financial Statements (continued) (Unless otherwise indicated, dollar amounts included in the footnotes to the financial statements are presented in thousands, except for per share and per unit data) |
The following table sets forth the computation of basic and diluted earnings per share:
(share amounts in thousands) |
Three Months Ended March 31, |
|||||
2015 |
2014 |
|||||
Net income (loss) |
$ |
(10,197) |
$ |
1,863 | ||
Preferred stock dividends |
(1,974) | (1,974) | ||||
Loss available to common stockholders |
$ |
(12,171) |
$ |
(111) | ||
Weighted average shares outstanding |
57,479 | 40,328 | ||||
Weighted average shares outstanding for diluted loss per share |
57,479 | 40,328 | ||||
Basic loss per share |
$ |
(0.21) |
$ |
(0.00) | ||
Diluted loss per share |
$ |
(0.21) |
$ |
(0.00) | ||
The following were excluded from the diluted earnings per share calculation because their effect would be anti-dilutive: |
||||||
Stock options |
30 | 40 | ||||
Restricted stock |
61 |
— |
The Company’s borrowings consisted of the following at:
March 31, 2015 |
December 31, 2014 |
|||||
Principal components: |
||||||
Senior secured revolving credit facility |
$ |
37,000 |
$ |
35,000 | ||
Secured second lien term loan |
300,000 | 300,000 | ||||
Total carrying value of borrowings |
$ |
337,000 |
$ |
335,000 |
Senior secured revolving credit facility (the “Credit Facility”)
On March 11, 2014, the Company entered into the Fifth Amended and Restated Credit Agreement to the Credit Facility with a maturity date of March 11, 2019. JPMorgan Chase Bank, N.A. is Administrative Agent, and participating lenders include Regions Bank, Citibank, N.A., Capital One, N.A., KeyBank, N.A., Whitney Bank, IberiaBank, N.A., OneWest Bank, N.A., SunTrust Bank and Royal Bank of Canada. The total notional amount available under the Credit Facility is $500,000. Amounts borrowed under the Credit Facility may not exceed the borrowing base, which is generally reviewed on a semi-annual basis. As of March 31, 2015 the Credit Facility’s borrowing base was $250,000. The Credit Facility is secured by first preferred mortgages covering the Company’s major producing properties.
As of March 31, 2015, the balance outstanding on the Credit Facility was $37,000 with a weighted-average interest rate of 1.98%, calculated as the LIBOR plus a tiered rate ranging from 1.75% to 2.75%, which is determined based on utilization of the facility. In addition, the Credit Facility carries a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the borrowing base.
Secured second lien term loan (the “Term Loan”)
On October 8, 2014, the Company entered into the Term Loan with an aggregate amount of up to $300,000 and a maturity date of October 8, 2021. The Royal Bank of Canada is Administrative Agent, and participants include several institutional lenders. The Term Loan may be prepaid at the Company’s option, subject to a prepayment premium. The prepayment amount is (i) 102% if the prepayment event occurs prior to October 8, 2015, and (ii) 101% if the prepayment event occurs on or after October 8, 2015 but before October 8, 2016, and (iii) 100% for prepayments made on or after October 8, 2016. The Term Loan is secured by junior liens on properties mortgaged under the Credit Facility, subject to an intercreditor agreement. As of March 31, 2015, the balance outstanding on the Term Loan was $300,000 with an interest rate of 8.5%, calculated at a rate of LIBOR (subject to a floor rate of 1.0%) plus 7.5%
9
Footnotes to the Financial Statements (continued) (Unless otherwise indicated, dollar amounts included in the footnotes to the financial statements are presented in thousands, except for per share and per unit data) |
per annum. The Company can elect a LIBOR rate based on various tenors, and is currently incurring interest based on an underlying three-month LIBOR rate, which was last elected in April 2015.
Restrictive covenants
The Company’s Credit Facility and Term Loan contain various covenants including restrictions on additional indebtedness, payment of cash dividends and maintenance of certain financial ratios. The Company was in compliance with these covenants at March 31, 2015.
Note 5 - Derivative Instruments and Hedging Activities
Objectives and strategies for using derivative instruments
The Company is exposed to fluctuations in oil and natural gas prices received for its production. Consequently, the Company believes it is prudent to manage the variability in cash flows on a portion of its oil and natural gas production. The Company utilizes a mix of collars, swaps, puts, calls and similar derivative financial instruments to manage fluctuations in cash flows resulting from changes in commodity prices. The Company does not use these instruments for speculative or trading purposes.
Counterparty risk and offsetting
The use of derivative instruments exposes the Company to the risk that a counterparty will be unable to meet its commitments. While the Company monitors counterparty creditworthiness on an ongoing basis, it cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, the Company may be limited in its ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, the Company may not realize the benefit of some of its derivative instruments under lower commodity prices while continuing to be obligated under higher commodity price contracts subject to any right of offset under the agreements. Counterparty credit risk is considered when determining the fair value of a derivative instrument; see Note 6 for additional information regarding fair value.
The Company executes commodity derivative contracts under master agreements that have netting provisions that provide for offsetting assets against liabilities. In general, if a party to a derivative transaction incurs an event of default, as defined in the applicable agreement, the other party will have the right to demand the posting of collateral, demand a cash payment transfer or terminate the arrangement.
Financial statement presentation and settlements
Settlements of the Company’s derivative instruments are based on the difference between the contract price or prices specified in the derivative instrument and a benchmark price, such as the NYMEX price. To determine the fair value of the Company’s derivative instruments, the Company utilizes present value methods that include assumptions about commodity prices based on those observed in underlying markets. See Note 6 for additional information regarding fair value.
Derivatives not designated as hedging instruments
The Company records its derivative contracts at fair value in the consolidated balance sheet and records changes in fair value as a gain or loss on derivative contracts in the consolidated statement of operations. Cash settlements are also recorded as gain or loss on derivative contracts in the consolidated statement of operations.
10
Footnotes to the Financial Statements (continued) (Unless otherwise indicated, dollar amounts included in the footnotes to the financial statements are presented in thousands, except for per share and per unit data) |
The following table reflects the fair value of the Company’s derivative instruments for the periods presented:
Balance Sheet Presentation |
Asset Fair Value |
Liability Fair Value |
Net Derivative Fair Value |
|||||||||||||||||||
Commodity |
Classification |
Line Description |
03/31/15 |
12/31/2014 |
03/31/2015 |
12/31/2014 |
03/31/2015 |
12/31/2014 |
||||||||||||||
Natural gas |
Current |
Fair value of derivatives |
$ |
1,131 |
$ |
1,262 |
$ |
(1) |
$ |
(7) |
$ |
1,130 |
$ |
1,255 | ||||||||
Oil |
Current |
Fair value of derivatives |
18,029 | 26,588 | (472) | (1,242) | 17,557 | 25,346 | ||||||||||||||
Totals |
$ |
19,160 |
$ |
27,850 |
$ |
(473) |
$ |
(1,249) |
$ |
18,687 |
$ |
26,601 |
As previously discussed, the Company’s derivative contracts are subject to master netting arrangements. The Company’s policy is to present the fair value of derivative contracts on a net basis in the consolidated balance sheet. The following presents the impact of this presentation to the Company’s recognized assets and liabilities for the periods indicated:
March 31, 2015 |
|||||||||
Presented without |
As Presented with |
||||||||
Effects of Netting |
Effects of Netting |
Effects of Netting |
|||||||
Current assets: Fair value of derivatives |
$ |
20,506 |
$ |
(1,346) |
$ |
19,160 | |||
Current liabilities: Fair value of derivatives |
$ |
(1,819) |
$ |
1,346 |
$ |
(473) |
December 31, 2014 |
|||||||||
Presented without |
As Presented with |
||||||||
Effects of Netting |
Effects of Netting |
Effects of Netting |
|||||||
Current assets: Fair value of derivatives |
$ |
27,850 |
$ |
— |
$ |
27,850 | |||
Current liabilities: Fair value of derivatives |
$ |
(1,249) |
$ |
— |
$ |
(1,249) |
For the periods indicated, the Company recorded the following related to its derivatives in the consolidated statement of operations as gain or loss on derivative contracts:
Three Months Ended March 31, |
||||||
2015 |
2014 |
|||||
Natural gas derivatives |
||||||
Net gain (loss) on settlements |
$ |
391 |
$ |
(102) | ||
Net gain (loss) on fair value adjustments |
(125) | (190) | ||||
Total gain (loss) |
$ |
266 |
$ |
(292) | ||
Oil derivatives |
||||||
Net gain (loss) on settlements |
$ |
9,952 |
$ |
(773) | ||
Net gain (loss) on fair value adjustments |
(7,789) | (1,448) | ||||
Total gain (loss) |
$ |
2,163 |
$ |
(2,221) | ||
Total gain (loss) on derivative contracts |
$ |
2,429 |
$ |
(2,513) |
11
Footnotes to the Financial Statements (continued) (Unless otherwise indicated, dollar amounts included in the footnotes to the financial statements are presented in thousands, except for per share and per unit data) |
Derivative positions
Listed in the tables below are the outstanding oil and natural gas derivative contracts as of March 31, 2015:
For the Three Months Ended |
|||||||||
June 30, |
September 30, |
December 31, |
|||||||
Oil contracts |
2015 |
2015 |
2015 |
||||||
Swap contracts (NYMEX): |
|||||||||
Total volume (MBbls) |
409 | 382 | 327 | ||||||
Weighted average price per Bbl |
$ |
70.79 |
$ |
70.76 |
$ |
67.12 | |||
Swap contracts (Midland basis differential): |
|||||||||
Volume (MBbls) |
400 | 382 | 327 | ||||||
Weighted average price per Bbl |
$ |
(2.40) |
$ |
(2.39) |
$ |
(2.38) |
For the Three Months Ended |
|||||||||
June 30, |
September 30, |
December 31, |
|||||||
Natural gas contracts |
2015 |
2015 |
2015 |
||||||
Collar contracts combined with short |
|||||||||
puts (three-way collar): |
|||||||||
Volume (BBtu) |
227 | 207 | 161 | ||||||
Weighted average price per MMBtu |
|||||||||
Ceiling (short call) |
$ |
4.32 |
$ |
4.32 |
$ |
4.32 | |||
Floor (long put) |
$ |
3.85 |
$ |
3.85 |
$ |
3.85 | |||
Short put |
$ |
3.25 |
$ |
3.25 |
$ |
3.25 | |||
Swap contracts: |
|||||||||
Total volume (BBtu) |
237 | 219 | 228 | ||||||
Weighted average price per MMBtu |
$ |
3.98 |
$ |
3.98 |
$ |
3.96 | |||
Short call contracts: |
|||||||||
Short call volume (BBtu) |
109 | 110 | 111 | ||||||
Short call price per MMBtu |
$ |
5.00 |
$ |
5.00 |
$ |
5.00 |
Subsequent Event
The following derivative contracts were executed subsequent to March 31, 2015:
For the Three Months Ended |
||||||||||||||||||
September 30, |
December 31, |
March 31, |
June 30, |
September 30, |
December 31, |
|||||||||||||
Oil contracts |
2015 |
2015 |
2016 |
2016 |
2016 |
2016 |
||||||||||||
Swap contracts: |
||||||||||||||||||
Total volume (MBbls) |
138 | 115 | 91 | 91 | 92 | 92 | ||||||||||||
Weighted average price per Bbl |
$ |
57.42 |
$ |
58.70 |
$ |
63.50 |
$ |
63.50 |
$ |
63.50 |
$ |
63.50 | ||||||
Collar contracts combined with |
||||||||||||||||||
short puts (three-way collar): |
||||||||||||||||||
Volume (MBbls) |
— |
— |
91 | 91 | 92 | 92 | ||||||||||||
Weighted average price per Bbl |
||||||||||||||||||
Ceiling (short call) |
$ |
— |
$ |
— |
$ |
70.00 |
$ |
70.00 |
$ |
70.00 |
$ |
70.00 | ||||||
Floor (long put) |
$ |
— |
$ |
— |
$ |
60.00 |
$ |
60.00 |
$ |
60.00 |
$ |
60.00 | ||||||
Short put |
$ |
— |
$ |
— |
$ |
45.00 |
$ |
45.00 |
$ |
45.00 |
$ |
45.00 |
12
Footnotes to the Financial Statements (continued) (Unless otherwise indicated, dollar amounts included in the footnotes to the financial statements are presented in thousands, except for per share and per unit data) |
Note 6 - Fair Value Measurements
The fair value hierarchy outlined in the relevant accounting guidance gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable, and these valuations have the lowest priority.
Fair Value of Financial Instruments
Cash, cash equivalents, restricted investments. The carrying amounts for these instruments approximate fair value due to the short-term nature or maturity of the instruments.
Debt. The Company’s debt is recorded at the carrying amount in the consolidated balance sheet. The carrying amount of floating-rate debt approximated fair value because the interest rates were variable and reflective of market rates.
Assets and liabilities measured at fair value on a recurring basis
Certain assets and liabilities are reported at fair value on a recurring basis in the consolidated balance sheet. The following methods and assumptions were used to estimate fair value:
Commodity derivative instruments. The fair value of commodity derivative instruments is derived using an income approach valuation model that utilizes market-corroborated inputs that are observable over the term of the derivative contract. The Company’s fair value calculations also incorporate an estimate of the counterparties’ default risk for derivative assets and an estimate of the Company’s default risk for derivative liabilities. The Company believes that the majority of the inputs used to calculate the commodity derivative instruments fall within Level 2 of the fair-value hierarchy based on the wide availability of quoted market prices for similar commodity derivative contracts. See Note 5 for additional information regarding the Company’s derivative instruments.
The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:
Balance Sheet Presentation as of March 31, 2015 |
Classification |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||
Fair value of derivatives |
Current assets |
$ |
— |
$ |
19,160 |
$ |
— |
$ |
19,160 | |||||
Fair value of derivatives |
Current liabilities |
$ |
— |
$ |
(473) |
$ |
— |
$ |
(473) | |||||
Total net assets (liabilities) |
$ |
— |
$ |
18,687 |
$ |
— |
$ |
18,687 | ||||||
Balance Sheet Presentation as of December 31, 2014 |
Classification |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||
Fair value of derivatives |
Current assets |
$ |
— |
$ |
27,850 |
$ |
— |
$ |
27,850 | |||||
Fair value of derivatives |
Current liabilities |
$ |
— |
$ |
(1,249) |
$ |
— |
$ |
(1,249) | |||||
Total net assets (liabilities) |
$ |
— |
$ |
26,601 |
$ |
— |
$ |
26,601 |
Note 7 - Asset Retirement Obligations
The table below summarizes the Company’s asset retirement obligations activity for the three months ended March 31, 2015:
Asset retirement obligations at January 1, 2015 |
$ |
6,674 | |
Accretion expense |
209 | ||
Liabilities incurred |
87 | ||
Liabilities settled |
(178) | ||
Revisions to estimate |
(483) | ||
Asset retirement obligations at end of period |
6,309 | ||
Less: Current asset retirement obligations |
(5,047) | ||
Long-term asset retirement obligations at March 31, 2015 |
$ |
1,262 |
Certain of the Company’s operating agreements require that assets be restricted for abandonment obligations. Amounts recorded in the consolidated balance sheets at March 31, 2015 as long-term restricted investments were $3,292. These assets, which primarily include
13
Footnotes to the Financial Statements (continued) (Unless otherwise indicated, dollar amounts included in the footnotes to the financial statements are presented in thousands, except for per share and per unit data) |
short-term U.S. Government securities, are held in abandonment trusts dedicated to pay future abandonment costs for several of the Company’s oil and natural gas properties.
10% Series A Cumulative Preferred Stock (“Preferred Stock”)
Holders of the Company’s Preferred Stock are entitled to receive, when, as and if declared by our Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at a rate of 10.0% per annum of the $50.00 liquidation preference per share (equivalent to $5.00 per annum per share). Dividends are payable quarterly in arrears on the last day of each March, June, September and December when, as and if declared by our Board of Directors. Preferred Stock dividends were $1,974 for the three months ended March 31, 2015 and 2014.
The Preferred Stock has no stated maturity and is not be subject to any sinking fund or other mandatory redemption. On or after May 30, 2018, the Company may, at its option, redeem the Preferred Stock, in whole or in part, by paying $50.00 per share, plus any accrued and unpaid dividends to the redemption date.
Following a change of control, the Company will have the option to redeem the Preferred Stock, in whole but not in part for $50.00 per share in cash, plus accrued and unpaid dividends (whether or not declared), to the redemption date. If the Company does not exercise its option to redeem the Preferred Stock upon a change of control, the holders of the Preferred Stock have the option to convert the Preferred Stock into a number of shares of the Company’s common stock based on the value of the common stock on the date of the change of control as determined under the certificate of designations for the Preferred Stock. If the change of control occurred on March 31, 2015, and the Company did not exercise its right to redeem the Preferred Stock, using the closing price of ($7.47) as the value of a share of common stock, each share of Preferred Stock would be convertible into approximately 6.7 shares of common stock. If the Company exercises its redemption rights relating to shares of Preferred Stock, the holders of Preferred Stock will not have the conversion right described above.
Common Stock
On March 13, 2015, the Company completed an underwritten public offering of 9,000,000 shares of its common stock at $6.55 per share, before underwriting discounts, and the exercise in full by the underwriters of their option to purchase 1,350,000 additional shares of common stock at $6.55 per share, before underwriting discounts. The Company received net proceeds of approximately $65,546, after the underwriting discounts and estimated offering costs.
Operating leases
As of March 31, 2015, the Company had contracts for two horizontal drilling rigs (the “Cactus 1 Rig” and “Cactus 2 Rig”) and one vertical rig. The horizontal rigs were initially contracted for a term of two years in April 2012, the terms of which were subsequently renewed in March 2014. In March 2015, the Company extended the terms of its Cactus 1 Rig and Cactus 2 Rig to end in July 2018 and August 2018, respectively. The vertical drilling rig was initially contracted for a term of one year with an expiration of November 2015 to be used as part of our horizontal drilling program, drilling the vertical section of horizontal wells. The rig lease agreements include early termination provisions that obligate the Company to reduced minimum rentals pursuant to a “standby” dayrate for the term of the agreement. These payments would be reduced assuming the lessor is able to re-charter the rig and staffing personnel to another lessee. In March 2015, the Company decided to terminate its one-year contract for the vertical rig effective April 2015 and will be required to pay approximately $3,641 in reduced rental payments over the remainder of the lease term unless the lessor is able to re-charter the rig to another lessee. This amount was recognized as rig termination fee on the Consolidated Statements of Income for the three months ended March 31, 2015.
14
Special Note Regarding Forward Looking Statements
All statements, other than statements of historical fact, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address activities, outcomes and other matters that should or may occur in the future, including, without limitation, statements regarding the financial position, business strategy, production and reserve quantities, present value and growth and other plans and objectives for our future operations, are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance.
Forward-looking statements include the items identified in the preceding paragraph, information concerning possible or assumed future results of operations and other statements in this Form 10-Q identified by words such as “anticipate,” “project,” “intend,” “estimate,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “plan,” “forecast,” “target” or similar expressions.
You should not place undue reliance on forward-looking statements. They are subject to known and unknown risks, uncertainties and other factors that may affect our operations, markets, products, services and prices and cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with forward-looking statements, risks, uncertainties and factors that could cause our actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:
· |
the timing and extent of changes in market conditions and prices for oil, natural gas and NGLs (including regional basis differentials), |
· |
our ability to transport our production to the most favorable markets or at all, |
· |
the timing and extent of our success in discovering, developing, producing and estimating reserves, |
· |
our ability to fund our planned capital investments, |
· |
the impact of government regulation, including regulation of endangered species, any increase in severance or similar taxes, legislation relating to hydraulic fracturing, the climate and over-the-counter derivatives, |
· |
the costs and availability of oilfield personnel services and drilling supplies, raw materials, and equipment and services, |
· |
our future property acquisition or divestiture activities, |
· |
the effects of weather, |
· |
increased competition, |
· |
the financial impact of accounting regulations and critical accounting policies, |
· |
the comparative cost of alternative fuels, |
· |
conditions in capital markets, changes in interest rates and the ability of our lenders to provide us with funds as agreed, |
· |
credit risk relating to the risk of loss as a result of non-performance by our counterparties, and |
· |
any other factors listed in the reports we have filed and may file with the SEC. |
We caution you that the forward-looking statements contained in this Form 10-Q are subject to all of the risks and uncertainties, many of which are beyond our control, incident to the exploration for and development, production and sale of oil and natural gas. These risks include, but are not limited to, the risks described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report on Form 10-K”), and all quarterly reports on Form 10-Q filed subsequently thereto.
Should one or more of the risks or uncertainties described above or in our 2014 Annual Report on Form 10-K occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We specifically disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement in its entirety and therefore disclaim any resulting liability for potentially related damages.
All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.
15
General
The following management’s discussion and analysis describes the principal factors affecting the Company’s results of operations, liquidity, capital resources and contractual cash obligations. This discussion should be read in conjunction with the accompanying unaudited consolidated financial statements and our 2014 Annual Report on Form 10-K, which include additional information about our business practices, significant accounting policies, risk factors, and the transactions that underlie our financial results. Our website address is www.callon.com. All of our filings with the SEC are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website does not form part of this report on Form 10-Q.
We are an independent oil and natural gas company established in 1950. We are focused on the acquisition, development, exploration and exploitation of unconventional, onshore, oil and natural gas reserves in the Permian Basin in West Texas, and more specifically, the Midland Basin. Our operations to date have been predominantly focused on horizontal drilling of several prospective intervals, including multiple levels of the Wolfcamp formation. We have assembled a multi-year inventory of potential horizontal well locations and intend to add to this inventory through delineation drilling of emerging zones on our existing acreage and acquisition of additional locations through acreage purchases, joint ventures and asset swaps. Our production was approximately 83% oil and 17% natural gas for the three months ended March 31, 2015. On March 31, 2015, our net acreage position in the Permian Basin was approximately 25,854 net acres, including 7,496 net acres in the Northern Midland Basin that the Company plans to let expire in its entirety by 2016. As a result, no drilling or other capital expenditures are planned for the Northern Midland Basin in 2015.
Operational Highlights
Our production grew 97% for the three months ended March 31, 2015, compared to the same period of 2014, increasing to 771 MBOE from 392 MBOE.
Net Production (MBOE) |
||||||||
Three Months Ended March 31, |
||||||||
2015 |
2014 |
Change |
% Change |
|||||
Southern Midland Basin |
445 | 315 | 130 | 41% | ||||
Central Midland Basin |
325 | 71 | 254 | 358% | ||||
Northern Midland Basin |
1 | 6 | (5) |
(83)% |
||||
Total |
771 | 392 | 379 | 97% |
The following table sets forth productive wells as of March 31, 2015:
Oil Wells |
Natural Gas Wells |
|||||||
Gross |
Net |
Gross |
Net |
|||||
Working interest |
337 | 249.5 |
— |
— |
||||
Royalty interest |
3 | 0.1 |
— |
— |
||||
Total |
340 | 249.6 |
— |
— |
A well is categorized as an oil well or a natural gas well based upon the ratio of oil to natural gas reserves on a BOE basis. However, most of our wells produce both oil and natural gas.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table summarizes the Company’s drilling activity in the Permian Basin for the three months ended March 31, 2015:
Drilled |
Completed (a) |
Awaiting Completion |
||||||||||
Gross |
Net |
Gross |
Net |
Gross |
Net |
|||||||
Southern Midland Basin |
||||||||||||
Horizontal wells |
6 | 5.8 | 7 | 6.8 | 2 | 2.0 | ||||||
Total |
6 | 5.8 | 7 | 6.8 | 2 | 2.0 | ||||||
Central Midland Basin |
||||||||||||
Vertical wells |
— |
— |
1 | 0.4 |
— |
— |
||||||
Horizontal wells |
4 | 2.0 | 3 | 1.3 | 1 | 0.7 | ||||||
Total |
4 | 2.0 | 4 | 1.7 | 1 | 0.7 | ||||||
Total vertical wells |
— |
— |
1 | 0.4 |
— |
— |
||||||
Total horizontal wells |
10 | 7.8 | 10 | 8.1 | 3 | 2.7 | ||||||
Total |
10 | 7.8 | 11 | 8.5 | 3 | 2.7 |
(a) |
Completions include wells drilled prior to 2015 |
Liquidity and Capital Resources
Historically, our primary sources of capital have been cash flows from operations, borrowings from financial institutions, the sale of debt and equity securities and asset dispositions. Our primary uses of capital have been for the acquisition, development, exploration and exploitation of oil and natural gas properties, in addition to refinancing of debt instruments. We recently completed a common stock offering to raise additional capital, and we continue to evaluate other sources of capital to complement our cash flows from operations as we pursue our long-term growth plan in the Permian Basin.
Based upon current commodity price expectations for 2015, we believe that our cash flow from operations, proceeds from our March 2015 equity offering and borrowings under our Credit Facility and Term Loan will be sufficient to fund our operations for 2015, including any deficiencies in the Company’s current net working capital. However, future cash flows are subject to a number of variables, including forecast production volumes and commodity prices. We are the operator for 100% of our remaining 2015 capital program and, as a result, the amount and timing of a substantial portion of our planned capital expenditures is largely discretionary. Accordingly, we may determine it prudent to curtail drilling and completion operations due to capital constraints or reduced returns on investment as a result of commodity price weakness.
Cash and cash equivalents increased $1.2 million in the three months ended March 31, 2015 to $2.1 million compared to $1.0 million at December 31, 2014.
Liquidity and cash flow
Three Months Ended March 31, |
||||||
(dollars in millions) |
2015 |
2014 |
||||
Net cash provided by operating activities |
$ |
6.1 |
$ |
20.0 | ||
Net cash used in investing activities |
(70.5) | (63.5) | ||||
Net cash provided by financing activities |
65.6 | 42.3 | ||||
Net change in cash |
$ |
1.2 |
$ |
(1.3) |
Operating activities. For the three months ended March 31, 2015, net cash provided by operating activities was $6.1 million compared to net cash provided by operating activities of $20.0 million for the same period in 2014. The decrease was primarily due to decreases in oil sales, which were partially offset by gains on the settlement of derivative contracts. Also contributing to the decrease were increases in lease operating expenses, production taxes, interest expenses, the impact on nonrecurring early retirement expenses, and payments on cash-settleable RSU awards. Production, realized prices, and operating expenses are discussed below in Results of Operations. See Notes 5 and 6 in the Footnotes to the Financial Statements for a reconciliation of the components of the Company’s derivative contracts and disclosures related to derivative instruments including their composition and valuation.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Investing activities. For the three months ended March 31, 2015, net cash used in investing activities was $70.5 million compared to $63.5 million for the same period in 2014. The $7.0 million increase in cash used in investing activities was primarily attributable to a $13.3 million increase in capital expenditures, which was driven by the addition of the vertical rig added to our drilling program in August 2014. The increase in capital expenditures was significantly offset by acquisition costs, which were $8.0 million for the three months ended March 31, 2014. Also offsetting the increase was a $2.0 million reduction of proceeds resulting from the sale of certain specialized deep water equipment during the three months ended March 31, 2014.
Capital expenditures for the three months ended March 31, 2015 include the following (in millions):
Southern Midland Basin |
$ |
55.7 | |
Central Midland Basin |
9.4 | ||
Total operational expenditures |
65.1 | ||
Capitalized general and administrative costs allocated directly to exploration and development projects |
2.8 | ||
Capitalized interest |
2.9 | ||
Total capitalized general and administrative and interest costs |
5.7 | ||
Total capital expenditures |
$ |
70.8 |
Financing activities. For the three months ended March 31, 2015, net cash provided by financing activities was $65.6 million compared to cash provided by financing activities of $42.3 million during the same period of 2014. Net cash provided by financing activities during the three months ended March 31, 2015 included $65.5 million of net proceeds from the issuance of common stock and a net $2.0 million of borrowings on our Credit Facility. In addition, the Company paid approximately $2.0 million in preferred stock dividends. See Note 8 in the Footnotes to the Financial Statements for additional information about the Company’s equity offering.
2015 capital expenditures
In early February 2015, we announced an operational capital budget for 2015 in the range of $150 to $165 million, on an accrual basis. The Company has updated its operational capital guidance to $160 million to $165 million, which reflects a higher level of capital cost reductions realized to date, offset by greater than expected drilling efficiencies and the Company’s expected funding of non-consenting partners during the year.
We expect our 2015 horizontal drilling program will be primarily focused on program development of established Upper and Lower Wolfcamp B zones and the Lower Spraberry zones, in both the Southern and Central Midland Basin with lateral lengths ranging from approximately 5,000 feet to 10,000 feet.
In addition to the operational capital expenditures above, we budgeted a total of $17.2 million for (i) capitalized general and administrative expenses and (ii) certain retained plugging and abandonment costs related to divested Gulf of Mexico shelf assets.
We are the operator for 100% of our remaining 2015 capital program and, as a result, the amount and timing of these capital expenditures are largely discretionary depending on commodity prices and other factors. We currently expect to fund our 2015 capital program through a combination of the net proceeds from the issuance of common stock discussed above, cash flow from operations and borrowings under our Credit Facility and Term Loan.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Results of Operations
The following table sets forth certain operating information with respect to the Company’s oil and natural gas operations for the periods indicated:
Three Months Ended March 31, |
|||||||||||
2015 |
2014 |
Change |
% Change |
||||||||
Net production: |
|||||||||||
Oil (MBbls) |
638 | 332 |