TEXAS
|
76-0415919
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
1000
LOUISIANA STREET, SUITE 1500
|
77002
|
HOUSTON,
TEXAS
|
(Zip
Code)
|
(Principal
executive offices)
|
PART
I
|
4
|
4
|
|
PART
II
|
27
|
29
|
|
54
|
|
54
|
|
PART
IV
|
58
|
58
|
· |
Grow
Primarily Through Drilling. We are pursuing an active technology-driven
exploration drilling program. We generate exploration prospects
through
geological and geophysical analysis of 3-D seismic and other data.
Our
ability to successfully define and drill exploratory prospects
is
demonstrated by our exploratory drilling success rate in the onshore
Gulf
Coast area of 84% over the last three years and a 100% drilling
success
rate in our Barnett Shale area since inception in 2003. During
2005, we
are drilling or plan to drill approximately 34 wells (14.4 net)
in the
onshore Gulf Coast area and 37 wells (24.0 net) in the Barnett
Shale area.
We have planned approximately $85.0 to $90.0 million for capital
expenditures in 2005, $70.0 million of which we expect to use for
drilling
activities in the onshore Gulf Coast and Barnett Shale
areas.
|
· |
Focus
on Prolific and Industry-Proven Trends. We focus our activities
both in
the prolific onshore Gulf Cost area where our management, our technical
staff and our field operations teams have significant prior experience
and
in the industry-proven Barnett Shale trend in which our wells have
generally longer-lived reserves. Although we have broadened our
areas of
operations to include the Rocky Mountains and the U.K. North Sea,
we plan
to focus a majority of our near-term capital expenditures in the
onshore
Gulf Coast area, where we believe our accumulated data and knowledge
base
provide a competitive advantage, and in the Barnett Shale area
where we
have acquired a significant acreage position and accumulated a
large
drillsite inventory.
|
· |
Aggressively
Evaluate 3-D Seismic Data and Acquire Acreage to Maintain a Large
Drillsite Inventory. We have accumulated and continue to add to
a
multiyear inventory of 3-D seismic and geologic data along the
prolific
producing trend of the onshore Gulf Coast area and industry-proven
trend
of the Barnett Shale area. In 2004, we added approximately 463
square
miles of newly released 3-D and seismic data. We believe our utilization
of large-scale 3-D seismic surveys and related technology provides
us with
the opportunity to maximize our exploration success in both the
onshore
Gulf Coast and Barnett Shale areas. As of December 31, 2004, we
had
accumulated licenses for approximately 9,200 square miles of 3-D
seismic
data and identified over 355 drilling locations and extension
opportunities (comprised of 155 locations in the onshore Gulf Coast
area,
and approximately 200 locations in the Barnett Shale area) including
277
locations currently under lease or in the process of being leased
(comprised of 77 locations in the onshore Gulf Coast area and 200
locations in the Barnett Shale area). We
believe our use of 3-D seismic surveys reduces, but does not eliminate,
the risk of drilling.
|
· |
Maintain
a Balanced Exploration Drilling Portfolio. We seek to balance our
drilling
program between projects with relatively lower risk and moderate
potential
and drilling prospects that have relatively higher risk and substantial
potential. We believe we have furthered this strategy through the
expansion of the Barnett Shale operations in which our wells generally
have longer-lived reserves and generally lower risk/lower reward
than our
average onshore Gulf Coast area wells. We will continue to expand
our
exploratory drilling portfolio, including lease acquisitions with
exploration potential.
|
· |
Manage
Risk Exposure by Market Testing Prospects and Optimizing Working
Interests. We seek to limit our financial and operating risks by
varying
our level of participation in drilling prospects with differing
risk
profiles and by seeking additional technical input and economic
review
from knowledgeable industry participants regarding our prospects.
Additionally, we rely on advanced technologies, including 3-D seismic
analysis, to better define geologic risks, thereby enhancing the
results
of our drilling efforts. The use of 3-D seismic analysis does not
guarantee that hydrocarbons are present or, if present, that they
can be
recovered economically. We also seek to operate our projects in
order to
better control drilling costs and the timing of
drilling.
|
· |
Retain
and Incentivize a Highly Qualified Technical Staff. We employ 18
natural
gas and oil professionals, including geophysicists, petrophysicists,
geologists, petroleum engineers and production and reservoir engineers
and
technical support staff, who have an average of over 20 years of
experience. This level of expertise and experience gives us an
in-house
ability to apply advanced technologies to our drilling and production
activities, including our extensive experience in fracturing and
horizontal drilling technologies. Our technical staff is granted
stock
options and participates in an incentive bonus pool based on production
resulting from our exploratory successes.
|
|
3-D
|
NET
|
|
||||||||||||||||
PRODUCTIVE |
SEISMIC
|
OPTIONS/
|
DRILLING
CAPITAL
|
||||||||||||||||
WELLS |
DATA
|
LEASED
|
EXPENDITURES
|
||||||||||||||||
GROSS
|
NET
|
(SQ.
MILES)
|
ACRES
|
2004
|
2005
PLAN
|
||||||||||||||
Onshore
Gulf Coast:
|
|||||||||||||||||||
Wilcox
|
28
|
8.2
|
2,066
|
17,966
|
$
|
9.2
|
$
|
4.9
|
|||||||||||
Frio/Vicksburg
|
91
|
27.5
|
2,166
|
7,750
|
8.7
|
6.3
|
|||||||||||||
Southeast
Texas
|
11
|
4.4
|
881
|
17,275
|
7.0
|
4.8
|
|||||||||||||
South
Louisiana
|
10
|
3.0
|
1,887
|
4,752
|
8.9
|
17.4
|
|||||||||||||
Barnett
Shale
|
38
|
13.8
|
123
|
30,717
|
15.1
|
35.0
|
|||||||||||||
East
Texas
|
45
|
43.9
|
503
|
1,449
|
1.7
|
1.6
|
|||||||||||||
Rocky
Mountain
|
--
|
--
|
473
|
16,709
|
0.6
|
--
|
|||||||||||||
North
Sea
|
--
|
--
|
153
|
209,613
|
--
|
--
|
|||||||||||||
Other
Areas
|
--
|
--
|
1,005
|
7,151
|
--
|
--
|
|||||||||||||
Total
|
223
|
100.8
|
9,257
|
313,382
|
$
|
51.2
|
$
|
70.0
|
|
PROVED
RESERVES
|
|||||||||
|
Developed
|
Undeveloped
|
Total
|
|||||||
(dollars
in thousands)
|
||||||||||
Oil
and condensate (MBbls)
|
1,459
|
7,658
|
9,117
|
|||||||
Natural
gas (MMcf)
|
28,066
|
26,555
|
54,621
|
|||||||
Total
proved reserves (MMcfe)
|
36,823
|
72,505
|
109,328
|
|||||||
PV-10
Value(1)(2)
|
$
|
116,413
|
$
|
92,197
|
$
|
208,610
|
(1) |
The
PV-10 Value as of December 31, 2004 is pre-tax and was determined
by using
the December 31, 2004 sales prices, which averaged $41.18 per
Bbl of oil,
$5.68 per Mcf of natural gas. This measure is common in our industry
and
is a market indicator of
performance.
|
(2) |
Future
income taxes and present value discounted (10%) future income
taxes were
$108.3 and $58.9 million, respectively. Accordingly, the after-tax
PV-10
Value of Total Proved Reserves (or “Standardized Measure of Discounted
Future Net Cash Flows”) is $149.7
million.
|
|
FOR
THE YEAR ENDED DECEMBER 31,
|
|||||||||
|
2002
|
2003
|
2004
|
|||||||
Reserve
Replacement Ratio
|
163
|
%
|
203
|
%
|
568
|
%
|
|
YEAR
ENDED DECEMBER 31,
|
|||||||||
|
2002
|
2003
|
2004
|
|||||||
Production
volumes
|
||||||||||
Oil
(MBbls)
|
401
|
450
|
309
|
|||||||
Natural
gas (MMcf)
|
4,801
|
4,763
|
6,462
|
|||||||
Natural
gas equivalent (MMcfe)
|
7,207
|
7,463
|
8,319
|
|||||||
Average
sales prices
|
||||||||||
Oil
(per Bbl)
|
$
|
24.94
|
$
|
28.90
|
$
|
41.00
|
||||
Natural
gas (per Mcf)
|
3.50
|
5.35
|
6.14
|
|||||||
Natural
gas equivalent (per Mcfe)
|
3.72
|
5.16
|
6.30
|
|||||||
Average
costs (per Mcfe)
|
||||||||||
Camp
Hill operating expenses
|
$
|
2.50
|
$
|
3.45
|
$
|
3.31
|
||||
Other
operating expenses
|
0.44
|
0.58
|
0.59
|
|||||||
Total
operating expenses(1)
|
0.68
|
0.90
|
1.01
|
|
YEAR
ENDED DECEMBER 31,
|
|||||||||
|
2002
|
2003
|
2004
|
|||||||
(in
thousands)
|
||||||||||
Acquisition
costs:
|
||||||||||
Unproved
properties contributed to Pinnacle
|
$
|
1,323
|
$
|
--
|
$
|
--
|
||||
Other
unproved properties
|
5,079
|
7,280
|
21,831
|
|||||||
Proved
properties
|
660
|
--
|
8,357
|
|||||||
Exploration
|
14,194
|
23,745
|
39,181
|
|||||||
Development
|
2,351
|
112
|
12,697
|
|||||||
Asset
retirement obligation
|
--
|
744
|
529
|
|||||||
Total
costs incurred
|
23,607
|
31,881
|
82,595
|
|||||||
Less
unproved properties contributed to Pinnacle
|
1,323
|
--
|
--
|
|||||||
Adjusted
costs
|
$
|
22,284
|
$
|
31,881
|
$
|
82,595
|
||||
Total
proved reserves added
|
11,761
|
15,138
|
47,294
|
|||||||
Average
all-sources finding cost (per Mcfe) (1)
|
$
|
1.89
|
$
|
2.11
|
$
|
1.75
|
|
YEAR
ENDED DECEMBER 31,
|
|||||||||
|
2002
|
2003
|
2004
|
|||||||
(in
thousands)
|
||||||||||
Acquisition
costs
|
||||||||||
Unproved
prospects
|
$
|
6,402
|
$
|
7,280
|
$
|
21,831
|
||||
Proved
properties
|
660
|
--
|
8,357
|
|||||||
Exploration
|
14,194
|
23,745
|
39,181
|
|||||||
Development
|
2,351
|
112
|
12,697
|
|||||||
Asset
retirement obligation
|
--
|
744
|
529
|
|||||||
Total
costs incurred(1)
|
$
|
23,607
|
$
|
31,881
|
$
|
82,595
|
|
YEAR
ENDED DECEMBER 31,
|
||||||||||||||||||
|
2002
|
2003
|
2004
|
||||||||||||||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||
Exploratory
Wells
|
|||||||||||||||||||
Productive
|
16
|
5.6
|
33
|
9.2
|
39
|
14.9
|
|||||||||||||
Nonproductive
|
3
|
1.1
|
5
|
0.8
|
6
|
3.7
|
|||||||||||||
Total
|
19
|
6.7
|
38
|
10.0
|
45
|
18.6
|
|||||||||||||
Development
Wells
|
|||||||||||||||||||
Productive
|
1
|
0.4
|
1
|
0.2
|
26
|
8.7
|
|||||||||||||
Nonproductive
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||
Total
|
1
|
0.4
|
1
|
0.2
|
26
|
8.7
|
|
COMPANY
OPERATED
|
OTHER
|
TOTAL
|
||||||||||||||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||
Oil
|
53
|
36.6
|
10
|
3.7
|
63
|
40.3
|
|||||||||||||
Natural
gas
|
39
|
19.8
|
143
|
42.3
|
182
|
62.1
|
|||||||||||||
Total
|
92
|
56.4
|
153
|
46.0
|
245
|
102.4
|
|
DEVELOPED
ACREAGE
|
UNDEVELOPED
ACREAGE
|
TOTAL
|
||||||||||||||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||
North
Sea
|
--
|
--
|
209,613
|
209,613
|
209,613
|
209,613
|
|||||||||||||
Louisiana
|
3,027
|
986
|
4,845
|
3,766
|
7,872
|
4,752
|
|||||||||||||
Texas
|
36,656
|
12,674
|
112,881
|
51,489
|
149,537
|
64,163
|
|||||||||||||
Montana/Wyoming
|
--
|
--
|
138,705
|
10,763
|
138,705
|
10,763
|
|||||||||||||
Other
|
--
|
--
|
7,618
|
1,143
|
7,618
|
1,143
|
|||||||||||||
Total
|
39,683
|
13,660
|
473,662
|
276,774
|
513,345
|
290,434
|
· |
the
extent of domestic production and imports of natural gas and oil;
|
· |
the
proximity and capacity of natural gas pipelines and other transportation
facilities;
|
· |
demand
for natural gas and oil;
|
· |
the
marketing of competitive fuels; and
|
· |
the
effects of state and federal regulations on natural gas and oil
production
and sales.
|
· |
Audit
Committee Charter;
|
· |
Compensation
Committee Charter;
|
· |
Nominating
Committee Charter;
|
· |
Code
of Ethics and Business Conduct; and
|
· |
Compliance
Employee Report Line.
|
Year
Ended December 31,
|
||||||||||||||||
|
2000
|
2001
|
2002
|
2003
|
2004
|
|||||||||||
(Restated)
|
||||||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||
Statement
Of Operations Data:
|
||||||||||||||||
Oil
and natural gas revenues
|
$
|
26,834
|
$
|
26,226
|
$
|
26,802
|
$
|
38,508
|
$
|
52,397
|
||||||
Costs
and expenses:
|
||||||||||||||||
Oil
and natural gas operating expenses
|
4,941
|
4,138
|
4,908
|
6,724
|
8,392
|
|||||||||||
Depreciation,
depletion and
|
||||||||||||||||
amortization
|
7,170
|
6,492
|
10,574
|
11,868
|
15,464
|
|||||||||||
General
and administrative
|
3,143
|
3,333
|
4,133
|
5,639
|
7,191
|
|||||||||||
Accretion
expense related to asset retirement
|
-
|
-
|
-
|
41
|
23
|
|||||||||||
Stock
option compensation expense (income)
|
652
|
(558
|
)
|
(84
|
)
|
313
|
1,064
|
|||||||||
Total
costs and expenses
|
15,906
|
13,405
|
19,531
|
24,585
|
32,134
|
|||||||||||
Operating
income
|
10,928
|
12,821
|
7,271
|
13,923
|
20,263
|
|||||||||||
Market-to-market
loss on derivatives, net
|
-
|
-
|
-
|
-
|
(625
|
)
|
||||||||||
Equity
in loss of Pinnacle Gas Resources, Inc.
|
-
|
-
|
-
|
(830
|
)
|
(1,399
|
)
|
|||||||||
Interest
expense (income), net of amounts
|
||||||||||||||||
capitalized
and interest income
|
579
|
269
|
54
|
(19
|
)
|
(622
|
)
|
|||||||||
Other
income and expenses, net
|
1,482
|
1,777
|
274
|
29
|
506
|
|||||||||||
Income
before income taxes
|
12,989
|
14,867
|
7,599
|
13,103
|
18,123
|
|||||||||||
Income
tax expense (benefit)
|
1,004
|
5,336
|
2,809
|
5,063
|
7,009
|
|||||||||||
Income
before cumulative effect of change
|
||||||||||||||||
in
accounting principle
|
11,985
|
9,531
|
4,790
|
8,040
|
11,114
|
|||||||||||
Dividends
and accretion of discount on preferred stock
|
-
|
-
|
588
|
741
|
350
|
|||||||||||
Income
available to common shareholders
|
||||||||||||||||
before
cumulative effect of change
|
||||||||||||||||
in
accounting principle
|
11,985
|
9,531
|
4,202
|
7,299
|
10,764
|
|||||||||||
Cumulative
effect of change in accounting principle
|
-
|
-
|
-
|
(128
|
)
|
-
|
||||||||||
Net
income available to common shareholders
|
$
|
11,985
|
$
|
9,531
|
$
|
4,202
|
$
|
7,171
|
$
|
10,764
|
||||||
Basic
earnings per common share
|
$
|
0.85
|
$
|
0.68
|
$
|
0.30
|
$
|
0.50
|
$
|
0.54
|
||||||
Diluted
earnings per common share
|
$
|
0.74
|
$
|
0.57
|
$
|
0.26
|
$
|
0.43
|
$
|
0.49
|
||||||
Basic
weighted average shares outstanding
|
14,028
|
14,059
|
14,158
|
14,312
|
19,958
|
|||||||||||
Diluted
weighted average shares outstanding
|
16,256
|
16,731
|
16,148
|
16,744
|
21,818
|
|||||||||||
Statements
of Cash Flow Data:
|
||||||||||||||||
Net
cash provided by operating activities
|
$
|
15,906
|
$
|
22,669
|
$
|
18,572
|
$
|
33,631
|
$
|
32,501
|
||||||
Net
cash used in investing activities
|
(15,211
|
)
|
(29,942
|
)
|
(22,747
|
)
|
(29,673
|
)
|
(80,294
|
)
|
||||||
Net
cash provided by (used in) financing activities
|
(3,823
|
)
|
2,292
|
5,682
|
(5,379
|
)
|
50,139
|
|||||||||
Other
Operating Data:
|
||||||||||||||||
Capital
expenditures
|
$
|
19,746
|
$
|
38,264
|
$
|
23,343
|
$
|
31,930
|
$
|
83,891
|
||||||
Debt
repayments (1 )
|
3,923
|
5,479
|
8,745
|
5,951
|
13,737
|
|||||||||||
As
of December 31,
|
||||||||||||||||
|
2000
|
2001
|
2002
|
2003
|
2004
|
|||||||||||
(Restated)
|
||||||||||||||||
Balance
Sheet Data:
|
||||||||||||||||
Working
capital (deficit)
|
$
|
6,433
|
$
|
(582
|
)
|
$
|
(1,442
|
)
|
$
|
(11,817
|
)
|
$
|
(8,937
|
)
|
||
Property
and equipment, net
|
72,129
|
104,132
|
120,526
|
135,273
|
205,482
|
|||||||||||
Total
assets
|
93,000
|
117,392
|
135,388
|
156,803
|
234,345
|
|||||||||||
Long-term
debt, including current
|
||||||||||||||||
maturities
|
34,556
|
38,188
|
39,495
|
36,253
|
62,974
|
|||||||||||
Convertible
participating preferred stock
|
-
|
-
|
6,373
|
7,114
|
-
|
|||||||||||
Total
equity
|
52,939
|
63,204
|
66,816
|
76,072
|
121,060
|
Year
Ended
|
|||||||
December
31, 2004
|
|||||||
As
|
As
|
||||||
Reported
|
Restated
|
||||||
Statement
of Operations:
|
|||||||
Oil
and natural gas revenues
|
$
|
51,374
|
$
|
52,397
|
|||
Operating
income
|
19,240
|
20,263
|
|||||
Mark-to-market
loss of derivatives, net
|
-
|
(625
|
)
|
||||
Income
before income taxes
|
17,725
|
18,123
|
|||||
Income
tax Expense
|
6,871
|
7,009
|
|||||
Net
income
|
10,854
|
11,114
|
|||||
Net
income available to common shareholders
|
$
|
10,504
|
$
|
10,764
|
|||
Earnings
per common share
|
|||||||
Basic
Earnings per common share
|
$
|
0.53
|
$
|
0.54
|
|||
Diluted
earnings per common share
|
$
|
0.48
|
$
|
0.49
|
Year
Ended
|
|||||||
December
31, 2004
|
|||||||
As
|
As
|
||||||
Reported
|
Restated
|
||||||
Cash
Flow Statement:
|
|||||||
Net
income
|
$
|
10,854
|
$
|
11,114
|
|||
Fair
value (gain) of derivative financial instruments
|
-
|
(400
|
)
|
||||
Deferred
income taxes
|
6,678
|
6,818
|
|||||
Net
cash provided by operating activities
|
32,501
|
32,501
|
Year
Ended
|
|||||||
December
31, 2004
|
|||||||
As
|
As
|
||||||
Reported
|
Restated
|
||||||
Statement
of Shareholders' Equity
|
|||||||
Net
income
|
$
|
10,854
|
$
|
11,114
|
|||
Accumulated
other comprehensive income
|
59
|
-
|
|||||
Comprehensive
income
|
11,099
|
11,300
|
December
31, 2004
|
|||||||
As
|
As
|
||||||
Reported
|
Restated
|
||||||
Balance
Sheet:
|
|||||||
Other
current assets
|
$
|
1,614
|
$
|
1,924
|
|||
Total
current assets
|
21,634
|
21,944
|
|||||
Other
assets
|
57
|
57
|
|||||
Total
assets
|
234,035
|
234,345
|
|||||
Accrued
liabilities
|
7,516
|
7,624
|
|||||
Total
current liabilities
|
30,772
|
30,881
|
|||||
Deferred
Income Taxes
|
18,113
|
18,113
|
|||||
Retained
earnings
|
20,733
|
20,993
|
|||||
Accumulated
other comprehensive income
|
59
|
-
|
|||||
Total
Liabilities and Shareholders' Equity
|
234,035
|
234,345
|
Quarters
Ended
|
|||||||||||||||||||||||||
March
31, 2004
|
June
30, 2004
|
September
30, 2004
|
December
31, 2004
|
||||||||||||||||||||||
As
Reported
|
As
Restated
|
As
Reported
|
As
Restated
|
As
Reported
|
As
Restated
|
As
Reported
|
As
Restated
|
||||||||||||||||||
Statement
of Operations:
|
|||||||||||||||||||||||||
Oil
and Natural Gas Revenues
|
$
|
10,873
|
$
|
10,861
|
$
|
11,959
|
$
|
11,935
|
$
|
12,274
|
$
|
13,041
|
$
|
16,268
|
$
|
16,560
|
|||||||||
Operating
Income
|
3,801
|
3,789
|
3,907
|
3,883
|
5,274
|
6,041
|
6,258
|
6,550
|
|||||||||||||||||
Mark-to-market
gain (loss) of
|
|||||||||||||||||||||||||
derivatives,
net
|
-
|
(972
|
)
|
-
|
460
|
-
|
(1,296
|
)
|
-
|
1,183
|
|||||||||||||||
Income
Before Income Taxes
|
3,536
|
2,552
|
3,526
|
3,962
|
5,469
|
4,940
|
5,194
|
6,669
|
|||||||||||||||||
Income
Tax Expense
|
1,353
|
1,008
|
1,388
|
1,539
|
2,079
|
1,893
|
2,051
|
2,569
|
|||||||||||||||||
Net
Income
|
2,183
|
1,544
|
2,138
|
2,423
|
3,390
|
3,047
|
3,143
|
4,100
|
|||||||||||||||||
Net
Income Available to
|
|||||||||||||||||||||||||
Common
Shareholders
|
1,985
|
1,346
|
1,986
|
2,271
|
3,390
|
3,047
|
3,143
|
4,100
|
|||||||||||||||||
Earnings
per common share:
|
|||||||||||||||||||||||||
Basic
earnings per common share
|
$
|
0.12
|
$
|
0.08
|
$
|
0.10
|
$
|
0.12
|
$
|
0.15
|
$
|
0.14
|
$
|
0.16
|
$
|
0.19
|
|||||||||
Diluted
earnings per common
share
|
$
|
0.10
|
$
|
0.07
|
$
|
0.09
|
$
|
0.10
|
$
|
0.15
|
$
|
0.13
|
$
|
0.14
|
$
|
0.18
|
2004
Period
|
|||||||||||||
Compared
to 2003 Period
|
|||||||||||||
December
31,
|
Increase
|
%
Increase
|
|||||||||||
2003
|
2004
|
(Decrease)
|
(Decrease)
|
||||||||||
Production
volumes-
|
|||||||||||||
Oil
and condensate (Mbbls)
|
450
|
309
|
(141
|
)
|
(31
|
%)
|
|||||||
Natural
gas (MMcf)
|
4,763
|
6,462
|
1,699
|
36
|
%
|
||||||||
Average
sales prices-(1)
|
|||||||||||||
Oil
and condensate (per Bbl)
|
$
|
28.90
|
$
|
41.00
|
$
|
12.10
|
42
|
%
|
|||||
Natural
gas (per Mcf)
|
5.35
|
6.14
|
0.79
|
15
|
%
|
||||||||
Operating
revenues (In thousands) -
|
|||||||||||||
Oil
and condensate
|
$
|
13,014
|
$
|
12,687
|
$
|
(327
|
)
|
(3
|
%)
|
||||
Natural
gas
|
25,494
|
39,710
|
14,216
|
56
|
%
|
||||||||
Total
|
$
|
38,508
|
$
|
52,397
|
$
|
13,889
|
36
|
%
|
2003
Period
|
|||||||||||||
Compared
to 2002 Period
|
|||||||||||||
December
31,
|
|
Increase
|
|
%
Increase
|
|||||||||
2002
|
2003
|
|
(Decrease)
|
|
(Decrease)
|
||||||||
Production
volumes-
|
|||||||||||||
Oil
and condensate (Mbbls)
|
401
|
450
|
49
|
12
|
%
|
||||||||
Natural
gas (MMcf)
|
4,801
|
4,763
|
(38
|
)
|
(1
|
%)
|
|||||||
Average
sales prices-(1)
|
|||||||||||||
Oil
and condensate (per Bbl)
|
$
|
24.94
|
$
|
28.90
|
$
|
3.96
|
16
|
%
|
|||||
Natural
gas (per Mcf)
|
3.50
|
5.35
|
1.85
|
53
|
%
|
||||||||
Operating
revenues (In thousands) -
|
|||||||||||||
Oil
and condensate
|
$
|
10,001
|
$
|
13,014
|
$
|
3,013
|
30
|
%
|
|||||
Natural
gas
|
16,801
|
25,494
|
8,693
|
52
|
%
|
||||||||
Total
|
$
|
26,802
|
$
|
38,508
|
$
|
11,706
|
44
|
%
|
Payments
Due by Year
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
2006
to
|
|
2008
to
|
|
|
|
|||||||||||
|
|
Total
|
|
2005
|
|
2007
|
|
2009
|
|
Thereafter
|
||||||
Long-Term
Debt(1)
|
$
|
64,961
|
$
|
90
|
$
|
18,032
|
$
|
46,839
|
$
|
-
|
||||||
Operating
Leases
|
3,186
|
222
|
954
|
954
|
1,056
|
|||||||||||
Total
Contractual
|
||||||||||||||||
Cash
Obligations
|
$
|
68,147
|
$
|
312
|
$
|
18,986
|
$
|
47,793
|
$
|
1,056
|
Natural
Gas Swaps
|
Natural
Gas Caps
|
|
||||||||
Volumes
MMBtu
|
180,000
|
Volumes
MMBtu
|
3,756,000
|
|||||||
Average
price $/MMBtu
|
$
|
6.67
|
Average
price $/MMBtu
|
|
|
|||||
Floor
|
$ |
4.50
|
||||||||
|
Ceiling
|
$
|
6.47
|
Crude
Oil Swaps
|
|
Crude
Oil Caps
|
||||||||
Volumes
Bbls
|
91,200
|
Volumes
Bbls
|
30,500
|
|||||||
Average
price $/Bbls
|
$
|
33.72
|
Average
price $/Bbls
|
|
|
|||||
Floor
|
$
|
42.83
|
||||||||
|
Ceiling
|
$
|
51.84
|
December
31, 2003
|
||||||||||||||||
|
|
Contract
Volumes
|
|
Average
|
|
Average
|
|
Average
|
|
|||||||
Quarter
|
|
BBls
|
|
MMbtu
|
|
Fixed
Price
|
|
Floor
Price
|
|
Ceiling
Price
|
||||||
First
Quarter 2004
|
27,000
|
$
|
30.36
|
|||||||||||||
First
Quarter 2004
|
180,000
|
6.67
|
||||||||||||||
First
Quarter 2004
|
546,000
|
$
|
4.10
|
$
|
7.00
|
|||||||||||
Second
Quarter 2004
|
18,300
|
30.38
|
||||||||||||||
Second
Quarter 2004
|
546,000
|
4.00
|
5.60
|
|||||||||||||
Third
Quarter 2004
|
552,000
|
4.00
|
5.60
|
|||||||||||||
Fourth
Quarter 2004
|
369,000
|
4.00
|
5.80
|
December
31, 2004
|
||||||||||||||||
Contract
Volumes
|
|
Average
|
|
Average
|
|
Average
|
|
|||||||||
Quarter
|
|
BBls
|
|
MMbtu
|
|
Fixed
Price
|
|
Floor
Price
|
|
Ceiling
Price
|
||||||
First
Quarter 2005
|
27,000
|
$
|
41.67
|
$
|
50.50
|
|||||||||||
First
Quarter 2005
|
928,000
|
5.40
|
8.11
|
|||||||||||||
Second
Quarter 2005
|
364,000
|
5.25
|
7.15
|
|||||||||||||
Second
Quarter 2005
|
91,000
|
$
|
6.03
|
|||||||||||||
Third
Quarter 2005
|
368,000
|
5.25
|
7.40
|
|||||||||||||
Third
Quarter 2005
|
92,000
|
6.03
|
||||||||||||||
Fourth
Quarter 2005
|
276,000
|
5.25
|
7.92
|
|||||||||||||
Fourth
Quarter 2005
|
92,000
|
6.03
|
· |
unexpected
or adverse drilling conditions;
|
· |
elevated
pressure or irregularities in geologic formations;
|
· |
equipment
failures or accidents;
|
· |
adverse
weather conditions;
|
· |
compliance
with governmental requirements; and
|
· |
shortages
or delays in the availability of drilling rigs, crews and
equipment.
|
· |
the
results of our exploration efforts and the acquisition, review
and
analysis of our seismic data;
|
· |
the
availability of sufficient capital resources to us and the other
participants for the drilling of the
prospects;
|
· |
the
approval of the prospects by the other participants after additional
data
has been compiled;
|
· |
economic
and industry conditions at the time of drilling, including prevailing
and
anticipated prices for natural gas and oil and the availability
and prices
of drilling rigs and crews; and
|
· |
the
availability of leases, license options, farm-outs, other rights
to
explore and permits on reasonable terms for the
prospects.
|
· |
historical
production from the area compared with production from other
areas;
|
· |
the
assumed effects of regulations by governmental agencies;
|
· |
assumptions
concerning future natural gas and oil prices;
|
· |
future
operating costs;
|
· |
severance
and excise taxes;
|
· |
development
costs; and
|
· |
workover
and remedial costs.
|
· |
the
actual prices we receive for natural gas and oil;
|
· |
our
actual operating costs in producing natural gas and oil;
|
· |
the
amount and timing of actual production;
|
· |
supply
and demand for natural gas and oil;
|
· |
increases
or decreases in consumption of natural gas and oil; and
|
· |
changes
in governmental regulations or taxation.
|
· |
the
level of consumer product demand;
|
· |
overall
economic conditions;
|
· |
weather
conditions;
|
· |
domestic
and foreign governmental relations;
|
· |
the
price and availability of alternative fuels;
|
· |
political
conditions;
|
· |
the
level and price of foreign imports of oil and liquefied natural
gas;
and
|
· |
the
ability of the members of the Organization of Petroleum Exporting
Countries to agree on and maintain oil price
controls.
|
· |
timing
and amount of capital expenditures;
|
· |
expertise
and financial resources;
|
· |
inclusion
of other participants in drilling wells; and
|
· |
use
of technology.
|
· |
our
ability to obtain leases or options on properties, including those
for
which we have 3-D seismic data;
|
· |
our
ability to acquire additional 3-D seismic data;
|
· |
our
ability to identify and acquire new exploratory prospects;
|
· |
our
ability to develop existing prospects;
|
· |
our
ability to continue to retain and attract skilled personnel;
|
· |
our
ability to maintain or enter into new relationships with project
partners
and independent contractors;
|
· |
the
results of our drilling program;
|
· |
hydrocarbon
prices; and
|
· |
our
access to capital.
|
· |
our
ability to obtain financing for working capital, capital expenditures,
our
drilling program, purchases of new technology or other purposes
may be
impaired;
|
· |
the
covenants in our credit facility that
limit our ability to borrow additional funds and dispose of assets
may
affect our flexibility in planning for, and reacting to, changes
in
business conditions;
|
· |
because
our indebtedness is subject to variable interest rates, we are
vulnerable
to increases in interest rates;
|
· |
any
additional financing we obtain may be on unfavorable terms;
|
· |
we
may be required to use a substantial portion of our cash flow to
make debt
service payments, which will reduce the funds that would otherwise
be
available for operations and future business
opportunities;
|
· |
a
substantial decrease in our operating cash flow or an increase
in our
expenses could make it difficult for us to meet debt service requirements
and could require us to modify our operations, including by curtailing
portions of our drilling program, selling assets, reducing our
capital
expenditures, refinancing all or a portion of our existing debt
or
obtaining additional financing; and
|
· |
we
may become more vulnerable to downturns in our business or the
economy
generally.
|
· |
The
accounting
system is a manually intensive system, requiring the extensive
use of
spreadsheets to accumulate data and prepare the underlying support
for
reconciliations, account analysis and routine journal entries,
all of
which increases the review time and chance for
error.
|
· |
The
current vacancy on the accounting staff for a financial reporting
director, partially remedied by reliance upon independent financial
reporting consultants for review of critical accounting areas and
disclosures and material non-standard
transactions.
|
· |
The
accounting system is a manually intensive system, requiring the
extensive
use of spreadsheets to accumulate data and prepare the underlying
support
for reconciliations, account analysis and routine journal entries,
all of
which increases the review time and chance for
error.
|
· |
The
current vacancy on the accounting staff for a financial reporting
director, partially remedied by reliance upon independent financial
reporting consultants for review of critical accounting areas and
disclosures and material non-standard
transactions.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
2.1
--
|
Combination Agreement by and among the Company, Carrizo Production, Inc., Encinitas Partners Ltd., La Rosa Partners Ltd., Carrizo Partners Ltd., Paul B. Loyd, Jr., Steven A. Webster, S.P. Johnson IV, Douglas A.P. Hamilton and Frank A. Wojtek dated as of June 6, 1998 (Incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
3.1
--
|
Amended and Restated Articles of Incorporation of the Company (Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998). |
EXHIBIT
NUMBER
|
DESCRIPTION
|
3.2
--
|
Amended and Restated Bylaws of the Company, as amended by Amendment No. 1 (Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A (Registration No. 000-22915), Amendment No. 2 (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 15, 1999) and Amendment No. 3 (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.1
--
|
Amendment No. 1 to the Letter Agreement Regarding Participation in the Company’s 2001 Seismic and Acreage Program, dated June 1, 2001 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). | |
+10.2
--
|
Amended and Restated Incentive Plan of the Company effective as of February 17, 2000 (Incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). | |
+10.3
--
|
Amendment No. 1 to the Amended and Restated Incentive Plan of the Company (Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002). | |
+10.4
--
|
Amendment No. 2 to the Amended and Restated Incentive Plan of the Company (Incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002). | |
+10.5
--
|
Amendment No. 3 to the Amended and Restated Incentive Plan of the Company (Incorporated herein by reference to Appendix A to the Company’s Proxy Statement dated April 21, 2003). | |
+10.6
--
|
Amendment No. 4 to the Amended and Restated Incentive Plan of the Company (incorporated herein by reference to Appendix B to the Company’s Proxy Statement dated April 26, 2004). | |
+10.7
--
|
Employment Agreement between the Company and S.P. Johnson IV (Incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
+10.8
--
|
Employment Agreement between the Company and Kendall A. Trahan (Incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
+10.9
--
|
Employment Agreement between the Company and J. Bradley Fisher (Incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-2 (Registration No. 333-111475)). | |
+10.10
--
|
Employment Agreement between the Company and Paul F. Boling (Incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-2 (Registration No. 333-111475)). | |
10.11
--
|
Form of Indemnification Agreement between the Company and each of its directors and executive officers (Incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998). | |
10.12
--
|
S Corporation Tax Allocation, Payment and Indemnification Agreement among the Company and Messrs. Loyd, Webster, Johnson, Hamilton and Wojtek (Incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
10.13
--
|
S Corporation Tax Allocation, Payment and Indemnification Agreement among Carrizo Production, Inc. and Messrs. Loyd, Webster, Johnson, Hamilton and Wojtek (Incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
+10.14
--
|
Form of Amendment to Executive Officer Employment Agreement. (Incorporated herein by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated January 8, 1998). |
EXHIBIT
NUMBER
|
DESCRIPTION
|
10.15
--
|
Securities Purchase Agreement dated December 15, 1999 among the Company, CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B. Loyd Jr., Douglas A. P. Hamilton and Steven A. Webster (Incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
10.16
--
|
First Amendment to Securities Purchase Agreement dated as of June 7, 2004 among Carrizo Oil & Gas, Inc., Steelhead Investments Ltd., Douglas A.P. Hamilton, Paul B. Loyd, Jr., Steven A. Webster and Mellon Ventures, L.P. (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 10, 2004). | |
10.17
--
|
Form of Amended and Restated 9% Senior Subordinated Note due 2008 (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on June 10, 2004). | |
10.18
--
|
Second Amendment to Securities Purchase Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc. and the Investors named therein (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.19
--
|
Shareholders Agreement dated December 15, 1999 among the Company, CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B. Loyd Jr., Douglas A. P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P. (Incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
10.20
--
|
First Amendment to Shareholders Agreement dated as of December 15, 1999 by and among Carrizo Oil & Gas, Inc, J.P. Morgan Partners (23A SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. dated April 21, 2004 (incorporated herein by reference to Exhibit 32 to the Schedule 13D/A filed by Paul B. Loyd, Jr. on May 27, 2004). | |
10.21
--
|
Second Amendment to Shareholders Agreement dated as of December 15,1999 by and among Carrizo Oil & Gas, Inc., J.P. Morgan Partners (23A SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek and Steven A. Webster dated June 7, 2004 (incorporated herein by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on June 10, 2004). | |
10.22
--
|
Registration Rights Agreement dated December 15, 1999 among the Company, CB Capital Investors, L.P. and Mellon Ventures, L.P. (Incorporated herein by reference to Exhibit 99.4 to the Company’s Current Report on Form 8- K dated December 15, 1999). | |
10.23
--
|
Amended and Restated Registration Rights Agreement dated December 15, 1999 among the Company, Paul B. Loyd Jr., Douglas A. P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P. (Incorporated herein by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
+10.24
--
|
Form of Amendment to Executive Officer Employment Agreement (Incorporated herein by reference to Exhibit 99.7 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
10.25
--
|
Form of Amendment to Director Indemnification Agreement (Incorporated herein by reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
10.26
--
|
Purchase and Sale Agreement by and between Rocky Mountain Gas, Inc. and CCBM, Inc., dated June 29, 2001 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). | |
10.27
--
|
Securities Purchase Agreement dated February 20, 2002 among the Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated February 20, 2002). |
EXHIBIT
NUMBER
|
DESCRIPTION
|
10.28
--
|
Warrant Agreement dated February 20, 2002 among the Company, Mellon Ventures, L.P. and Steven A. Webster (including Warrant Certificate) (Incorporated herein by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.29
--
|
Registration Rights Agreement dated February 20, 2002 among the Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated herein by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
+10.30
--
|
Form of Amendment to Executive Officer Employment Agreement (Incorporated herein by reference to Exhibit 99.7 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.31
--
|
Form of Amendment to Director Indemnification Agreement (Incorporated herein by reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.32
--
|
Contribution and Subscription Agreement dated June 23, 2003 by and among Pinnacle Gas Resources, Inc., CCBM, Inc., Rocky Mountain Gas, Inc. and the CSFB Parties listed therein (Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003). | |
10.33
--
|
Transition Services Agreement dated June 23, 2003 by and between the Company and Pinnacle Gas Resources, Inc. (Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003). | |
10.34
--
|
Second Amended and Restated Credit Agreement dated as of September 30, 2004 by and among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank, as Agent, Union Bank of California, N.A., as co-agent, and Hibernia National Bank and Union Bank of California, N.A., as lenders (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2004). | |
10.35
--
|
First Amendment to Second Amended and Restated Credit Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank and Union Bank of California, N.A. (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.36
--
|
Commercial Guaranty made and entered into as of September 30, 2004 by CCBM, Inc. in favor of Hibernia National Bank, as agent (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 6, 2004). | |
10.37
--
|
Amended and Restated Stock Pledge and Security Agreement dated and effective as of September 30, 2004 by Carrizo Oil & Gas, Inc. in favor of Hibernia National Bank, as agent (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 6, 2004). | |
10.38
--
|
Note Purchase Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc., the Purchasers named therein and PCRL Investments L.P., as collateral agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.39
--
|
Form of 10% Senior Subordinated Secured Note due 2008 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.40
--
|
Stock Pledge and Security Agreement dated as of October 29, 2004 by Carrizo Oil & Gas, Inc. in favor of PCRL Investments L.P., as collateral agent (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.41
--
|
Commercial Guaranty dated as of October 29, 2004 by CCBM, Inc. in favor of PCRL Investments L.P., guarantying the indebtedness of Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 3, 2004). |
EXHIBIT
NUMBER
|
DESCRIPTION
|
10.42
--
|
Registration Rights Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc. and the Investors named therein (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
*+10.43
--
|
Form of Stock Option Award Agreement. | |
+10.44
--
|
Employment Agreement between the Company and Gregory E. Evans dated March 21, 2005 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 22, 2005). | |
*10.45
--
|
Director Compensation. | |
*10.46
--
|
Base Salaries and 2004 Annual Bonuses for certain Executive Officers. | |
*21.1
--
|
Subsidiaries of the Company. | |
**23.1
--
|
Consent of Pannell Kerr Forster of Texas, P.C. | |
**23.2
--
|
Consent of Ernst & Young LLP. | |
**23.3
--
|
Consent of Ryder Scott Company Petroleum Engineers. | |
**23.4
--
|
Consent of Fairchild & Wells, Inc. | |
**23.5
--
|
Consent of DeGolyer and MacNaughton. | |
**31.1
--
|
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
**31.2
--
|
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
**32.1
--
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
**32.2
--
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
*99.1
--
|
Summary of Reserve Report of Ryder Scott Company Petroleum Engineers as of December 31, 2004. | |
*99.2
--
|
Summary of Reserve Report of Fairchild & Wells, Inc. as of December 31, 2004. | |
*99.3
--
|
Summary of Reserve Report of DeGolyer and MacNaughton as of December 31, 2004. | |
|
PAGE
|
Carrizo
Oil & Gas, Inc. —
|
F-2
|
F-4
|
|
F-5
|
|
F-6
|
|
F-8
|
|
F-9
|
|
As
of December 31,
|
||||||
ASSETS
|
2003
|
2004
|
|||||
(Restated)
|
|||||||
(In
thousands)
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
3,322
|
$
|
5,668
|
|||
Accounts
receivable, trade (net of allowance for doubtful accounts of
|
|||||||
none
and $325 at December 31, 2003 and 2004, respectively)
|
8,970
|
12,738
|
|||||
Advances
to operators
|
1,877
|
1,614
|
|||||
Other
current assets
|
156
|
1,924
|
|||||
|
|||||||
Total
current assets
|
14,325
|
21,944
|
|||||
PROPERTY
AND EQUIPMENT, net-full-cost method of accounting for oil and
natural
|
|||||||
gas
properties (including unevaluated costs of properties of $32,978
and
$45,067 at
|
|||||||
December
31, 2003 and 2004, respectively)
|
135,273
|
205,482
|
|||||
Investment
in Pinnacle Gas Resources, Inc.
|
6,637
|
5,229
|
|||||
Deferred
financing costs, net
|
479
|
1,633
|
|||||
Other
assets
|
89
|
57
|
|||||
$
|
156,803
|
$
|
234,345
|
||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable, trade
|
$
|
19,515
|
$
|
21,359
|
|||
Accrued
liabilities
|
1,057
|
7,624
|
|||||
Advances
for joint operations
|
3,430
|
1,808
|
|||||
Current
maturities of long-term debt
|
1,037
|
90
|
|||||
Current
maturities of seismic obligation payable
|
1,103
|
-
|
|||||
Total
current liabilities
|
26,142
|
30,881
|
|||||
LONG-TERM
DEBT
|
34,113
|
62,884
|
|||||
ASSET
RETIREMENT OBLIGATION
|
883
|
1,407
|
|||||
DEFERRED
INCOME TAXES
|
12,479
|
18,113
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note 11)
|
|||||||
CONVERTIBLE
PARTICIPATING PREFERRED STOCK (10,000,000
|
|||||||
shares
of preferred stock authorized, of which 150,000 are shares designated
as
|
|||||||
convertible
participating shares, with 71,987 and zero convertible participating
|
|||||||
shares
issued and outstanding at December 31, 2003 and 2004, respectively)
(Note
10)
|
7,114
|
-
|
|||||
SHAREHOLDERS'
EQUITY:
|
|||||||
Warrants
(3,262,821 and 334,210 outstanding at December 31, 2003
|
|||||||
and
2004, respectively)
|
780
|
80
|
|||||
Common
stock, par value $.01 (40,000,000 shares authorized with 14,591,348
and
|
|||||||
22,161,457
issued and outstanding at December 31, 2003 and 2004,
respectively)
|
146
|
221
|
|||||
Additional
paid in capital
|
65,103
|
99,766
|
|||||
Retained
earnings
|
10,229
|
20,993
|
|||||
Accumulated
other comprehensive income (loss)
|
(186
|
)
|
-
|
||||
Total
shareholders' equity
|
76,072
|
121,060
|
|||||
$
|
156,803
|
$
|
234,345
|
For
the Year Ended December 31,
|
||||||||||
2002
|
2003
|
2004
|
||||||||
(Restated)
|
||||||||||
(In
thousands except for per share amounts)
|
||||||||||
OIL
AND NATURAL GAS REVENUES
|
$
|
26,802
|
$
|
38,508
|
$
|
52,397
|
||||
COSTS
AND EXPENSES:
|
||||||||||
Oil
and natural gas operating expenses (exclusive of
|
||||||||||
depletion,
depreciation and amortization, shown separately below)
|
4,908
|
6,724
|
8,392
|
|||||||
Depreciation,
depletion and amortization
|
10,574
|
11,868
|
15,464
|
|||||||
General
and administrative
|
4,133
|
5,639
|
7,191
|
|||||||
Accretion
expenses related to asset retirement obligation
|
-
|
41
|
23
|
|||||||
Stock
option compensation (benefit)
|
(84
|
)
|
313
|
1,064
|
||||||
Total
costs and expenses
|
19,531
|
24,585
|
32,134
|
|||||||
OPERATING
INCOME
|
7,271
|
13,923
|
20,263
|
|||||||
OTHER
INCOME AND EXPENSES:
|
||||||||||
Mark-to-market
loss on derivatives, net
|
-
|
-
|
(625
|
)
|
||||||
Equity
in loss of Pinnacle Gas Resources, Inc.
|
-
|
(830
|
)
|
(1,399
|
)
|
|||||
Other
income and expenses
|
274
|
29
|
506
|
|||||||
Interest
income
|
55
|
58
|
75
|
|||||||
Interest
expense
|
(846
|
)
|
(617
|
)
|
(2,553
|
)
|
||||
Interest
expense, related parties
|
(2,255
|
)
|
(2,379
|
)
|
(1,082
|
)
|
||||
Capitalized
interest
|
3,100
|
2,919
|
2,938
|
|||||||
INCOME
BEFORE INCOME TAXES
|
7,599
|
13,103
|
18,123
|
|||||||
INCOME
TAXES (Note 7)
|
2,809
|
5,063
|
7,009
|
|||||||
INCOME
BEFORE CUMULATIVE EFFECT OF
|
||||||||||
CHANGE
IN ACCOUNTING PRINCIPLE
|
4,790
|
8,040
|
11,114
|
|||||||
DIVIDENDS
AND ACCRETION ON PREFERRED STOCK
|
588
|
741
|
350
|
|||||||
INCOME
AVAILABLE TO COMMON SHAREHOLDERS
|
||||||||||
BEFORE
CUMULATIVE EFFECT OF CHANGE
|
||||||||||
IN
ACCOUNTING PRINCIPLE
|
4,202
|
7,299
|
10,764
|
|||||||
CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE,
|
||||||||||
NET
OF INCOME TAXES
|
-
|
(128
|
)
|
-
|
||||||
NET
INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
4,202
|
$
|
7,171
|
$
|
10,764
|
||||
BASIC
EARNINGS PER COMMON SHARE BEFORE CUMULATIVE
|
||||||||||
EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE
|
$
|
0.30
|
$
|
0.51
|
$
|
0.54
|
||||
CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING
|
||||||||||
PRINCIPLE,
NET OF INCOME TAXES
|
-
|
(0.01
|
)
|
-
|
||||||
BASIC
EARNINGS PER COMMON SHARE
|
$
|
0.30
|
$
|
0.50
|
$
|
0.54
|
||||
DILUTED
EARNINGS PER COMMON SHARE BEFORE CUMULATIVE
|
||||||||||
EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE
|
$
|
0.26
|
$
|
0.44
|
$
|
0.49
|
||||
CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING
|
||||||||||
PRINCIPLE,
NET OF INCOME TAXES
|
-
|
(0.01
|
)
|
-
|
||||||
DILUTED
EARNINGS PER COMMON SHARE
|
$
|
0.26
|
$
|
0.43
|
$
|
0.49
|
||||
WEIGHTED
AVERAGE SHARES OUTSTANDING:
|
||||||||||
BASIC
|
14,158,438
|
14,311,820
|
19,958,452
|
|||||||
DILUTED
|
16,148,443
|
16,744,296
|
21,818,065
|
Warrants
|
Common
Stock
|
||||||||||||
Number
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||
(Dollars
in thousands)
|
|||||||||||||
BALANCE,
January 1, 2002
|
3,010,189
|
$
|
765
|
14,064,077
|
$
|
141
|
|||||||
Net
income
|
-
|
-
|
-
|
-
|
|||||||||
Net
change in fair value of
|
|||||||||||||
hedging
instruments
|
-
|
-
|
-
|
-
|
|||||||||
Comprehensive
income
|
|||||||||||||
Warrants
issued
|
252,632
|
15
|
-
|
-
|
|||||||||
Common
stock issued
|
-
|
-
|
113,306
|
1
|
|||||||||
Dividends
and accretion of discount
|
|||||||||||||
on
preferred stock
|
-
|
-
|
-
|
-
|
|||||||||
BALANCE,
December 31, 2002
|
3,262,821
|
780
|
14,177,383
|
142
|
|||||||||
Net
income
|
-
|
-
|
-
|
-
|
|||||||||
Net
charge in fair value of
|
|||||||||||||
derivative
financial instruments
|
-
|
-
|
-
|
-
|
|||||||||
Comprehensive
income
|
|||||||||||||
Common
stock issued
|
-
|
-
|
413,965
|
4
|
|||||||||
Dividends
and accretion of
|
|||||||||||||
discount
on preferred stock
|
-
|
-
|
-
|
-
|
|||||||||
BALANCE,
December 31, 2003
|
3,262,821
|
780
|
14,591,348
|
146
|
|||||||||
Net
income (Restated)
|
-
|
-
|
-
|
-
|
|||||||||
Net
change in fair value of
|
|||||||||||||
derivative
financial instruments (Restated)
|
-
|
-
|
-
|
-
|
|||||||||
Comprehensive
income (Restated)
|
|||||||||||||
Warrants
converted
|
(2,836,605
|
)
|
(677
|
)
|
2,067,621
|
20
|
|||||||
Warrants
exercised for cash
|
(92,006
|
)
|
(23
|
)
|
92,006
|
1
|
|||||||
Common
stock issued, secondary
|
|||||||||||||
offering,
net of offering costs
|
-
|
-
|
3,655,500
|
37
|
|||||||||
Stock
options exercised for cash
|
-
|
-
|
436,858
|
4
|
|||||||||
Preferred
stock conversion
|
-
|
-
|
1,318,124
|
13
|
|||||||||
Tax
benefit of stock options exercised
|
-
|
-
|
-
|
-
|
|||||||||
Stock
option compensation
|
-
|
-
|
-
|
-
|
|||||||||
Dividends
and accretion of
|
|||||||||||||
discount
on preferred stock
|
-
|
-
|
-
|
-
|
|||||||||
BALANCE,
December 31, 2004 (Restated)
|
334,210
|
$
|
80
|
22,161,457
|
$
|
221
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|||||||
|
|
Additional
|
|
|
|
Retained
|
|
Other
|
|
|
|
|||||
|
|
Paid
in
|
|
Comprehensive
|
|
Earnings
|
|
Comprehensive
|
|
Shareholders'
|
|
|||||
|
|
Capital
|
|
Income
|
|
(Deficit)
|
|
Income
(loss)
|
|
Equity
|
||||||
(Dollars
in thousands)
|
||||||||||||||||
BALANCE,
January 1, 2002
|
$
|
62,736
|
$
|
(1,144
|
)
|
$
|
706
|
$
|
63,204
|
|||||||
Net
income
|
-
|
$
|
4,790
|
4,790
|
-
|
4,790
|
||||||||||
Net
change in fair value of
|
||||||||||||||||
hedging
instruments
|
-
|
(1,094
|
)
|
-
|
(1,094
|
)
|
(1,094
|
)
|
||||||||
Comprehensive
income
|
$
|
3,696
|
||||||||||||||
Warrants
issued
|
-
|
-
|
-
|
15
|
||||||||||||
Common
stock issued
|
488
|
-
|
-
|
489
|
||||||||||||
Dividends
and accretion of
|
-
|
|||||||||||||||
discount
on preferred stock
|
(588
|
)
|
-
|
(588
|
)
|
|||||||||||
BALANCE,
December 31, 2002
|
63,224
|
3,058
|
(388
|
)
|
66,816
|
|||||||||||
Net
income
|
-
|
$
|
7,912
|
7,912
|
-
|
7,912
|
||||||||||
Net
change in fair value of
|
||||||||||||||||
derivative
financial instruments
|
-
|
202
|
-
|
202
|
202
|
|||||||||||
|
||||||||||||||||
Comprehensive
income
|
$
|
8,114
|
||||||||||||||
Common
stock issued
|
1,879
|
-
|
-
|
1,883
|
||||||||||||
Dividends
and accretion of
|
||||||||||||||||
discount
on preferred stock
|
-
|
(741
|
)
|
-
|
(741
|
)
|
||||||||||
BALANCE,
December 31, 2003
|
65,103
|
10,229
|
(186
|
)
|
76,072
|
|||||||||||
|
||||||||||||||||
Net
income (Restated)
|
-
|
$
|
11,114
|
11,114
|
-
|
11,114
|
||||||||||
Net
change in fair value of
|
||||||||||||||||
derivative
financial instruments
|
-
|
186
|
-
|
186
|
186
|
|||||||||||
(Restated)
|
||||||||||||||||
Comprehensive
income (Restated)
|
$
|
11,300
|
||||||||||||||
Warrants
converted
|
657
|
-
|
-
|
-
|
||||||||||||
Warrants
exercised for cash
|
224
|
-
|
-
|
202
|
||||||||||||
Common
stock issued, secondary
|
||||||||||||||||
offering,
net of offering costs
|
23,262
|
-
|
-
|
23,299
|
||||||||||||
Stock
options exercised for cash
|
1,650
|
-
|
-
|
1,654
|
||||||||||||
Preferred
stock conversion
|
7,452
|
-
|
-
|
7,465
|
||||||||||||
Tax
benefit of stock options exercised
|
1,045
|
-
|
-
|
1,045
|
||||||||||||
Stock
option compensation
|
373
|
-
|
-
|
373
|
||||||||||||
Dividends
and accretion of
|
||||||||||||||||
discount
on preferred stock
|
-
|
(350
|
)
|
(350
|
)
|
|||||||||||
BALANCE,
December 31, 2004 (Restated)
|
$
|
99,766
|
$
|
20,993
|
-
|
$
|
121,060
|
For
the Year Ended December 31,
|
||||||||||
2002
|
2003
|
2004
|
||||||||
(Restated)
|
||||||||||
(In
thousands)
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Income
before cumulative effect of change
|
||||||||||
in
accounting principle
|
$
|
4,790
|
$
|
8,040
|
$
|
11,114
|
||||
Adjustments
to reconcile net income to net
|
||||||||||
cash
provided by operating activities -
|
||||||||||
Depreciation,
depletion and amortization
|
10,574
|
11,868
|
15,464
|
|||||||
Fair
value (gain) loss on derivative financial instruments
|
-
|
-
|
(400
|
)
|
||||||
Provision
for allowance for doubtful accounts
|
-
|
-
|
325
|
|||||||
Accretion
of discounts on asset retirement obligations and debt
|
86
|
161
|
177
|
|||||||
Ineffective
derivative instruments
|
(706
|
)
|
119
|
-
|
||||||
Stock
option compensation (benefit)
|
(84
|
)
|
313
|
1,064
|
||||||
Equity
in loss of Pinnacle Gas Resources, Inc.
|
-
|
830
|
1,399
|
|||||||
Deferred
income taxes
|
2,645
|
4,883
|
6,818
|
|||||||
Other
|
-
|
-
|
296
|
|||||||
Changes
in assets and liabilities -
|
||||||||||
Accounts
receivable
|
530
|
(762
|
)
|
(4,094
|
)
|
|||||
Other
assets
|
(59
|
)
|
335
|
(1,470
|
)
|
|||||
Accounts
payable
|
643
|
7,803
|
(689
|
)
|
||||||
Accrued
liabilities
|
153
|
41
|
2,497
|
|||||||
Net
cash provided by operating activities
|
18,572
|
33,631
|
32,501
|
|||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
Capital
expenditures
|
(23,343
|
)
|
(31,930
|
)
|
(83,891
|
)
|
||||
Proceeds
from the sale of oil and natural gas properties
|
355
|
-
|
-
|
|||||||
Change
in capital expenditure accrual
|
(949
|
)
|
1,755
|
4,955
|
||||||
Advances
to operators
|
8
|
(1,377
|
)
|
263
|
||||||
Advances
for joint operations
|
1,182
|
1,879
|
(1,621
|
)
|
||||||
Net
cash used in investing activities
|
(22,747
|
)
|
(29,673
|
)
|
(80,294
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Net
proceeds from sale of common stock:
|
||||||||||
Secondary
offering, net of offering costs
|
-
|
-
|
23,299
|
|||||||
Other
|
14
|
691
|
1,856
|
|||||||
Net
proceeds from sale of preferred stock
|
5,800
|
-
|
-
|
|||||||
Net
proceeds from debt issuance
|
8,613
|
-
|
16,200
|
|||||||
Advances
under borrowing base facility
|
-
|
-
|
24,000
|
|||||||
Debt
repayments
|
(8,745
|
)
|
(5,951
|
)
|
(13,737
|
)
|
||||
Deferred
loan costs
|
-
|
-
|
(1,479
|
)
|
||||||
Loss
on ineffective derivatives
|
-
|
(119
|
)
|
-
|
||||||
Net
cash provided by (used in) financing activities
|
5,682
|
(5,379
|
)
|
50,139
|
||||||
NET
INCREASE (DECREASE) IN CASH AND
|
||||||||||
CASH
EQUIVALENTS
|
1,507
|
(1,421
|
)
|
2,346
|
||||||
CASH
AND CASH EQUIVALENTS, beginning of year
|
3,236
|
4,743
|
3,322
|
|||||||
CASH
AND CASH EQUIVALENTS, end of year
|
$
|
4,743
|
$
|
3,322
|
$
|
5,668
|
||||
SUPPLEMENTAL
CASH FLOW DISCLOSURES:
|
||||||||||
Cash
paid for interest (net of amounts capitalized)
|
$
|
1
|
$
|
77
|
$
|
697
|
||||
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
For
the Year Ended December 31,
|
||||||||||
2002
|
2003
|
2004
|
||||||||
(In
thousands except per share amounts)
|
||||||||||
Income
available to common shareholders
|
||||||||||
before
cumulative effect of change in accounting
|
||||||||||
principle
as reported
|
$
|
4,202
|
$
|
7,299
|
$
|
10,764
|
||||
Add:
Stock-based employee compensation
|
||||||||||
expense
(benefit) recognized, net of tax
|
-
|
-
|
691
|
|||||||
Less:
Total stock-based employee
|
||||||||||
compensation
expense determined under
|
||||||||||
fair
value method for all awards, net of tax
|
(872
|
)
|
(662
|
)
|
(578
|
)
|
||||
Pro
forma income available to common
|
||||||||||
shareholders
before cumulative effect of change
|
||||||||||
in
accounting principle
|
$
|
3,330
|
$
|
6,637
|
$
|
10,877
|
||||
Income
available to common shareholders
|
||||||||||
before
cumulative effect of change in accounting
|
||||||||||
principle
per common share, as reported:
|
||||||||||
Basic
|
$
|
0.30
|
$
|
0.51
|
$
|
0.54
|
||||
Diluted
|
0.26
|
0.44
|
0.49
|
|||||||
Pro
Forma income available to common
|
||||||||||
shareholders
before cumulative effect of change
|
||||||||||
in
accounting principle per common share, as if
|
||||||||||
the
fair value method had been applied to all awards:
|
||||||||||
Basic
|
$
|
0.24
|
$
|
0.46
|
$
|
0.54
|
||||
Diluted
|
0.21
|
0.40
|
0.50
|
For
the Year Ended December 31,
|
||||||||||
2002
|
2003
|
2004
|
||||||||
WMJ
Investments Corp.
|
-
|
16
|
%
|
12
|
%
|
|||||
Cokinos
Natural Gas Company
|
12
|
%
|
15
|
%
|
17
|
%
|
||||
Gulfmark
Energy, Inc.
|
-
|
14
|
%
|
-
|
||||||
Texon
L.P.
|
-
|
-
|
13
|
%
|
||||||
Discovery
Producer Services, LLC.
|
10
|
%
|
-
|
-
|
For
the Year Ended December 31,
|
||||||||||||||||||||||||||||
(In
thousands except share and per share amounts)
|
||||||||||||||||||||||||||||
Income
|
Shares
|
Per-Share
Amount
|
||||||||||||||||||||||||||
2002
|
2003
|
2004
|
2002
|
2003
|
2004
|
2002
|
2003
|
2004
|
||||||||||||||||||||
Basic
Earnings per Common Share
|
||||||||||||||||||||||||||||
Income
available to common shareholders
|
||||||||||||||||||||||||||||
before
cumulative effect of change in accounting
|
||||||||||||||||||||||||||||
principle
|
$
|
4,202
|
$
|
7,299
|
$
|
10,764
|
14,158,438
|
14,311,820
|
19,958,452
|
$
|
0.30
|
$
|
0.51
|
$
|
0.54
|
|||||||||||||
Dilutive
effect of Stock Options, Warrants and
|
||||||||||||||||||||||||||||
Preferred
Stock conversions
|
-
|
-
|
-
|
1,990,005
|
2,432,476
|
1,859,613
|
||||||||||||||||||||||
Diluted
Earnings per Share
|
||||||||||||||||||||||||||||
Income
available to common shareholders
|
||||||||||||||||||||||||||||
plus
assumed conversions before cumulative
|
||||||||||||||||||||||||||||
effect
of change in accounting principle
|
$
|
4,202
|
$
|
7,299
|
$
|
10,764
|
16,148,443
|
16,744,296
|
21,818,065
|
$
|
0.26
|
$
|
0.44
|
$
|
0.49
|
For
the Year Ended December 31,
|
||||||||||||||||||||||||||||
(In
thousands except share and per share amounts)
|
||||||||||||||||||||||||||||
Income
|
Shares
|
Per-Share
Amount
|
||||||||||||||||||||||||||
2002
|
2003
|
2004
|
2002
|
2003
|
2004
|
2002
|
2003
|
2004
|
||||||||||||||||||||
Cumulative
effect of change
|
||||||||||||||||||||||||||||
in
accounting principle net of income taxes
|
||||||||||||||||||||||||||||
Basic
Earnings per Common Share
|
||||||||||||||||||||||||||||
Net
loss available to common shareholders
|
$
|
-
|
$
|
(128
|
)
|
$
|
-
|
14,158,438
|
14,311,820
|
19,958,452
|
$
|
0.00
|
$
|
(0.01
|
)
|
$
|
0.00
|
|||||||||||
Dilutive
effect of Stock Options, Warrants and
|
||||||||||||||||||||||||||||
Preferred
Stock conversions
|
-
|
-
|
-
|
1,990,005
|
2,432,476
|
1,859,613
|
||||||||||||||||||||||
Diluted
Earnings per Share
|
||||||||||||||||||||||||||||
Cumulative
effect of change in accounting principle
|
||||||||||||||||||||||||||||
net
of income taxes plus assumed conversions
|
$
|
-
|
$
|
(128
|
)
|
$
|
-
|
16,148,443
|
16,744,296
|
21,818,065
|
$
|
0.00
|
$
|
(0.01
|
)
|
$
|
0.00
|
For
the Year Ended December 31,
|
||||||||||||||||||||||||||||
(In
thousands except share and per share amounts)
|
||||||||||||||||||||||||||||
Income
|
Shares
|
Per-Share
Amount
|
||||||||||||||||||||||||||
2002
|
2003
|
2004
|
2002
|
2003
|
2004
|
2002
|
2003
|
2004
|
||||||||||||||||||||
Basic
Earnings per Common Share
|
||||||||||||||||||||||||||||
Net
income available to common shareholders
|
$
|
4,202
|
$
|
7,171
|
$
|
10,764
|
14,158,438
|
14,311,820
|
19,958,452
|
$
|
0.30
|
$
|
0.50
|
$
|
0.54
|
|||||||||||||
Dilutive
effect of Stock Options, Warrants and
|
||||||||||||||||||||||||||||
Preferred
Stock conversions
|
-
|
-
|
-
|
1,990,005
|
2,432,476
|
1,859,613
|
||||||||||||||||||||||
Diluted
Earnings per Share
|
||||||||||||||||||||||||||||
Net
income available to common shareholders
|
||||||||||||||||||||||||||||
plus
assumed conversions
|
$
|
4,202
|
$
|
7,171
|
$
|
10,764
|
16,148,443
|
16,744,296
|
21,818,065
|
$
|
0.26
|
$
|
0.43
|
$
|
0.49
|
For
the Year Ended December 31,
|
|||||||
2003
|
2004
|
||||||
(in
thousands)
|
|||||||
Asset
retirement obligation at beginning of year
|
$
|
597
|
$
|
883
|
|||
Liabilities
incurred
|
91
|
425
|
|||||
Liabilities
settled
|
-
|
(29
|
)
|
||||
Accretion
expense
|
42
|
23
|
|||||
Revisions
in estimated liabilities
|
153
|
105
|
|||||
Asset
retirement obligation at end of year
|
$
|
883
|
$
|
1,407
|
For
the Year Ended
|
||||
December
31,
|
||||
2002
|
||||
(In
thousands, except
|
|
|||
|
|
per
share data)
|
||
Income
Available to Common Shareholders
|
$
|
4,202
|
||
Effect
on Net Income had SFAS No. 143 been applied
|
(37
|
)
|
||
Income
Attributable to Common Stock before Cumulative
|
||||
Effect
of Change in Accounting Principle
|
$
|
4,165
|
||
Basic
Net Income per Common Share:
|
||||
Net
Income
|
$
|
0.30
|
||
Effect
on Net Income had SFAS No. 143 been applied
|
-
|
|||
Net
Income
|
$
|
0.30
|
||
Diluted
Net Income per Common Share:
|
||||
Net
Income
|
$
|
0.26
|
||
Effect
on Net Income had SFAS No. 143 been applied
|
-
|
|||
Net
Income
|
$
|
0.26
|
For
the Year Ended December 31,
2004
|
|||||||
As
Reported
|
As
Restated
|
||||||
Statement
of Operations:
|
|||||||
Oil
and natural gas revenues
|
$
|
51,374
|
$
|
52,397
|
|||
Operating
income
|
19,240
|
20,263
|
|||||
Mark-to-market
loss on derivatives, net
|
-
|
(625
|
)
|
||||
Income
before income taxes
|
17,725
|
18,123
|
|||||
Income
tax expense
|
6,871
|
7,009
|
|||||
Net
income
|
$
|
10,854
|
$
|
11,114
|
|||
Net
income available to common shareholders
|
10,504
|
10,764
|
|||||
Earnings
per common share:
|
|||||||
Basic
earnings per common share
|
$
|
0.53
|
$
|
0.54
|
|||
Diluted
earnings per common share
|
$
|
0.48
|
$
|
0.49
|
For
the Year Ended December 31,
2004
|
|||||||
As
Reported
|
As
Restated
|
||||||
Cash
Flow Statement:
|
|||||||
Net
income
|
$
|
10,854
|
$
|
11,114
|
|||
Fair
value (gain) on derivative financial instrument
|
-
|
(400
|
)
|
||||
Deferred
income taxes
|
6,678
|
6,818
|
|||||
Net
cash provided by operating activities
|
32,501
|
32,501
|
For
the Year Ended December 31,
2004
|
|||||||
As
Reported
|
As
Restated
|
||||||
Statement
of Shareholders’ Equity:
|
|||||||
Net
income
|
$
|
10,854
|
$
|
11,114
|
|||
Accumulated
other comprehensive income
|
59
|
-
|
|||||
Comprehensive
income
|
11,099
|
11,300
|
As
of December 31, 2004
|
|||||||
As
Reported
|
As
Restated
|
||||||
Balance
Sheet:
|
|||||||
Other
current assets
|
$
|
1,614
|
$
|
1,924
|
|||
Total
current assets
|
21,634
|
21,944
|
|||||
Other Assets | 57 | 57 | |||||
Total
Assets
|
234,035
|
234,345
|
|||||
Accrued
liabilities
|
7,516
|
7,624
|
|||||
Total
current liabilities
|
30,772
|
30,881
|
|||||
Deferred
income taxes
|
18,113
|
18,113
|
|||||
Retained
earnings
|
20,733
|
20,993
|
|||||
Accumulated
other comprehensive income
|
59
|
-
|
|||||
Total
Liabilities and Shareholders’ Equity
|
234,035
|
234,345
|
For
the Quarters Ended
|
|||||||||||||||||||||||||
March
31, 2004
|
|
June
30, 2004
|
|
September
30, 2004
|
|
December
31, 2004
|
|||||||||||||||||||
As
Reported
|
|
As
Restated
|
|
As
Reported
|
|
As
Restated
|
|
As
Reported
|
|
As
Restated
|
|
As
Reported
|
|
As
Restated
|
|||||||||||
Statement
of Operations:
|
|||||||||||||||||||||||||
Oil
and Natural Gas Revenues
|
$
|
10,873
|
$
|
10,861
|
$
|
11,959
|
$
|
11,935
|
$
|
12,274
|
$
|
13,041
|
$
|
16,268
|
$
|
16,560
|
|||||||||
Operating
Income
|
3,801
|
3,789
|
3,907
|
3,883
|
5,274
|
6,041
|
6,258
|
6,550
|
|||||||||||||||||
Mark-to-market
gain (loss) on derivatives, net
|
-
|
(972
|
)
|
-
|
460
|
-
|
(1,296
|
)
|
-
|
1,183
|
|||||||||||||||
Income
Before Income Taxes
|
3,536
|
2,552
|
3,526
|
3,962
|
5,469
|
4,940
|
5,194
|
6,669
|
|||||||||||||||||
Income
tax expense
|
1,353
|
1,008
|
1,388
|
1,539
|
2,079
|
1,893
|
2,051
|
2,569
|
|||||||||||||||||
Net
Income
|
2,183
|
1,544
|
2,138
|
2,423
|
3,390
|
3,047
|
3,143
|
4,100
|
|||||||||||||||||
Net
Income Available to Common Shareholders
|
1,985
|
1,346
|
1,986
|
2,271
|
3,390
|
3,047
|
3,143
|
4,100
|
|||||||||||||||||
Earnings
per common share:
|
|||||||||||||||||||||||||
Basic
earnings per common share
|
$
|
0.12
|
$
|
0.08
|
$
|
0.10
|
$
|
0.12
|
$
|
0.15
|
$
|
0.14
|
$
|
0.16
|
$
|
0.19
|
|||||||||
Diluted
earnings per common share
|
$
|
0.10
|
$
|
0.07
|
$
|
0.09
|
$
|
0.10
|
$
|
0.15
|
$
|
0.13
|
$
|
0.14
|
$
|
0.18
|
As
of December
31,
|
|||||||
2003
|
2004
|
||||||
(In
thousands)
|
|||||||
Proved
oil and natural gas properties
|
$
|
168,329
|
$
|
241,746
|
|||
Unproved
oil and natural gas properties
|
32,978
|
45,067
|
|||||
Other
equipment
|
742
|
846
|
|||||
Total
property and equipment
|
202,049
|
287,659
|
|||||
Accumulated
depreciation, depletion and amortization
|
(66,776
|
)
|
(82,177
|
)
|
|||
Property
and equipment, net
|
$
|
135,273
|
$
|
205,482
|
For
the Year Ended December 31,
|
||||||||||
2002
|
2003
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Provision
at the statutory tax rate
|
$
|
2,660
|
$
|
4,586
|
$
|
6,343
|
||||
Preferred
dividend on Pinnacle
|
-
|
108
|
405
|
|||||||
Increase
in valuation allowance
|
||||||||||
for
equity in loss of Pinnacle
|
-
|
189
|
70
|
|||||||
State
taxes
|
149
|
180
|
191
|
|||||||
Income
tax provision
|
$
|
2,809
|
$
|
5,063
|
$
|
7,009
|
As
of December 31,
|
|||||||
2003
|
2004
|
||||||
(In
thousands)
|
|||||||
Deferred
income tax assets:
|
|||||||
Net
operating loss carryforward
|
$
|
1,763
|
$
|
2,519
|
|||
Hedge
valuation
|
100
|
-
|
|||||
Equity
in the loss of Pinnacle
|
189
|
274
|
|||||
Valuation
allowance
|
(204
|
)
|
(274
|
)
|
|||
1,848
|
2,519
|
||||||
Deferred
income tax liabilities:
|
|||||||
Oil
and gas acquisition, exploration
|
|||||||
and
development costs deducted for
|
|||||||
tax
purposes in excess of financial
|
|||||||
statement
DD&A
|
9,544
|
14,935
|
|||||
Capitalized
interest
|
4,683
|
5,697
|
|||||
Hedge
valuation
|
-
|
140
|
|||||
14,227
|
20,772
|
||||||
Net
deferred income tax liability
|
$
|
12,379
|
$
|
18,253
|
As
of December 31,
|
|||||||
2003
|
2004
|
||||||
(In
thousands)
|
|||||||
Other
current assets
|
$
|
100
|
$
|
-
|
|||
Accrued
liabilities
|
-
|
140
|
|||||
Deferred
income tax liability
|
12,479
|
18,113
|
|||||
Deferred
income tax liability, net
|
$
|
12,379
|
$
|
18,253
|
As
of December 31,
|
|||||||
2003
|
2004
|
||||||
(In
thousands)
|
|||||||
Credit
Facility
|
$
|
7,000
|
$
|
18,000
|
|||
Senior
Secured notes(1)
|
-
|
16,268
|
|||||
Senior
Subordinated notes(1)
|
-
|
28,584
|
|||||
Senior
Subordinated notes, related parties(1)
|
26,992
|
-
|
|||||
Capital
lease obligations
|
295
|
122
|
|||||
Non-recourse
note payable to RMG
|
863
|
-
|
|||||
|
|||||||
35,150
|
62,974
|
||||||
Less:
current maturities
|
(1,037
|
)
|
(90
|
)
|
|||
$
|
34,113
|
$
|
62,884
|
Year
ended
|
|
|
|
|
December
31,
|
|
Amount
|
||
(In
thousands)
|
||||
2005
|
$
|
222
|
||
2006
|
477
|
|||
2007
|
477
|
|||
2008
|
477
|
|||
2009
|
477
|
|||
Remainder
|
1,056
|
|||
$
|
3,186
|
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||
|
|
Weighted
|
|
|
|
|
|
|
|
|||||||
|
|
Number
of
|
|
Average
|
|
Weighted
|
|
Number
of
|
|
Weighted
|
|
|||||
|
|
Options
|
|
Remaining
|
|
Average
|
|
Options
|
|
Average
|
|
|||||
|
|
Outstanding
|
|
Contractual
|
|
Exercise
|
|
Exercisable
|
|
Exercise
|
|
|||||
Range
of Exercise Prices
|
|
at
12/31/04
|
|
Life
in Years
|
|
Price
|
|
at
12/31/04
|
|
Price
|
||||||
$1.75-2.25
|
436,635
|
5.13
|
$
|
2.21
|
436,635
|
$
|
2.21
|
|||||||||
$3.14-4.00
|
111,629
|
4.75
|
$
|
3.52
|
102,517
|
$
|
3.50
|
|||||||||
$4.01-5.00
|
524,202
|
7.20
|
$
|
4.30
|
374,480
|
$
|
4.24
|
|||||||||
$5.17-8.00
|
252,835
|
7.67
|
$
|
7.18
|
95,611
|
$
|
6.43
|
2002
|
||||||||||
|
|
Weighted
|
|
|
|
|||||
|
|
|
|
Average
|
|
Range
of
|
|
|||
|
|
|
|
Exercise
|
|
Exercise
|
|
|||
|
|
Shares
|
|
Prices
|
|
Prices
|
||||
Outstanding
at beginning of year
|
1,636,657
|
$
|
3.49
|
$
|
1.75
- $8.00
|
|||||
Granted
(Incentive Plan Options)
|
54,500
|
$
|
4.31
|
$
|
3.76
- $5.37
|
|||||
Exercised
(Incentive Plan Options)
|
(6,834
|
)
|
$
|
2.12
|
$
|
2.00
- $2.25
|
||||
Expired
(Incentive Plan Options)
|
(54,000
|
)
|
$
|
6.38
|
$
|
1.75
- $8.00
|
||||
Outstanding
at end of year
|
1,630,323
|
$
|
3.35
|
$
|
1.75
- $8.00
|
|||||
Exercisable
at end of year
|
1,048,212
|
$
|
3.28
|
|||||||
Weighted
average of fair value of
|
||||||||||
options
granted during the year
|
$
|
3.57
|
2003
|
||||||||||
|
|
Weighted
|
|
|
|
|||||
|
|
|
|
Average
|
|
Range
of
|
|
|||
|
|
|
|
Exercise
|
|
Exercise
|
|
|||
|
|
Shares
|
|
Prices
|
|
Prices
|
||||
Outstanding
at beginning of year
|
1,630,323
|
$
|
3.35
|
$
|
1.75
- $8.00
|
|||||
Granted
(Incentive Plan Options)
|
257,500
|
$
|
4.63
|
$
|
4.37
- $5.75
|
|||||
Exercised
(Pre-IPO Options)
|
(85,000
|
)
|
$
|
3.60
|
$
|
3.60
|
||||
Exercised
(Incentive Plan Options)
|
(161,001
|
)
|
$
|
2.39
|
$
|
2.00
- $4.40
|
||||
Expired
(Incentive Plan Options)
|
(4,000
|
)
|
$
|
3.33
|
$
|
2.25
- $4.40
|
||||
Outstanding
at end of year
|
1,637,822
|
$
|
3.63
|
$
|
1.75
- $8.00
|
|||||
Exercisable
at end of year
|
1,261,655
|
$
|
3.44
|
|||||||
Weighted
average of fair value of
|
||||||||||
options
granted during the year
|
$
|
3.65
|
2004
|
||||||||||
|
|
Weighted
|
|
|
|
|||||
|
|
|
|
Average
|
|
Range
of
|
|
|||
|
|
|
|
Exercise
|
|
Exercise
|
|
|||
|
|
Shares
|
|
Prices
|
|
Prices
|
||||
Outstanding
at beginning of year
|
1,637,822
|
$
|
3.63
|
$
|
1.75
- $8.00
|
|||||
Granted
(Incentive Plan Options)
|
131,668
|
$
|
8.01
|
$
|
6.98
- $9.215
|
|||||
Exercised
(Pre-IPO Options)
|
(88,825
|
)
|
$
|
3.60
|
$
|
3.60
|
||||
Exercised
(Incentive Plan Options)
|
(348,033
|
)
|
$
|
3.83
|
$
|
1.8125
- $8.00
|
||||
Expired
(Incentive Plan Options)
|
(7,331
|
)
|
$
|
5.89
|
$
|
4.40
- $8.00
|
||||
Outstanding
at end of year
|
1,325,301
|
$
|
4.09
|
$
|
1.75
- $9.215
|
|||||
Exercisable
at end of year
|
1,009,243
|
$
|
3.49
|
|||||||
Weighted
average of fair value of
|
||||||||||
options
granted during the year
|
$
|
4.86
|
As
of December 31, 2003
|
||||||||||||||||
Contract
Volumes
|
|
Average
|
|
Average
|
|
Average
|
|
|||||||||
Quarter
|
|
BBls
|
|
MMbtu
|
|
Fixed
Price
|
|
Floor
Price
|
|
Ceiling
Price
|
||||||
First
Quarter 2004
|
27,000
|
$
|
30.36
|
|||||||||||||
First
Quarter 2004
|
180,000
|
6.67
|
||||||||||||||
First
Quarter 2004
|
546,000
|
$
|
4.10
|
$
|
7.00
|
|||||||||||
Second
Quarter 2004
|
18,300
|
30.38
|
||||||||||||||
Second
Quarter 2004
|
546,000
|
4.00
|
5.60
|
|||||||||||||
Third
Quarter 2004
|
552,000
|
4.00
|
5.60
|
|||||||||||||
Fourth
Quarter 2004
|
369,000
|
4.00
|
5.80
|
As
of December 31, 2004
|
||||||||||||||||
Contract
Volumes
|
|
Average
|
|
Average
|
|
Average
|
|
|||||||||
Quarter
|
|
BBls
|
|
MMbtu
|
|
Fixed
Price
|
|
Floor
Price
|
|
Ceiling
Price
|
||||||
First
Quarter 2005
|
27,000
|
$
|
41.67
|
$
|
50.50
|
|||||||||||
First
Quarter 2005
|
928,000
|
5.40
|
8.11
|
|||||||||||||
Second
Quarter 2005
|
364,000
|
5.25
|
7.15
|
|||||||||||||
Second
Quarter 2005
|
91,000
|
$
|
6.03
|
|||||||||||||
Third
Quarter 2005
|
368,000
|
5.25
|
7.40
|
|||||||||||||
Third
Quarter 2005
|
92,000
|
6.03
|
||||||||||||||
Fourth
Quarter 2005
|
276,000
|
5.25
|
7.92
|
|||||||||||||
Fourth
Quarter 2005
|
92,000
|
6.03
|
16.
|
SUPPLEMENTARY
FINANCIAL INFORMATION ON OIL AND NATURAL GAS EXPLORATION, DEVELOPMENT
AND
PRODUCTION ACTIVITIES
(UNAUDITED)
|
For
the Year Ended December 31,
|
||||||||||
2002
|
|
2003
|
|
2004
|
|
|||||
|
|
(In
thousands)
|
||||||||
Property
acquisition costs
|
||||||||||
Unproved
|
$
|
6,402
|
$
|
7,280
|
$
|
21,831
|
||||
Proved
|
660
|
-
|
8,357
|
|||||||
Exploration
costs
|
14,194
|
23,745
|
39,181
|
|||||||
Development
costs
|
2,351
|
112
|
12,697
|
|||||||
Asset
retirement obligation
|
-
|
744
|
529
|
|||||||
Total
costs incurred (1)
|
$
|
23,607
|
$
|
31,881
|
$
|
82,595
|
Thousands
of Barrels of
|
||||||||||
Oil
and Condensate
|
||||||||||
at
December 31,
|
||||||||||
2002
|
|
2003
|
|
2004
|
||||||
Proved
developed and undeveloped reserves -
|
||||||||||
Beginning
of year
|
6,857
|
8,381
|
8,714
|
|||||||
Purchase
of oil and natural gas properties in place
|
-
|
-
|
5
|
|||||||
Discoveries
and extensions
|
369
|
231
|
208
|
|||||||
Revisions
|
1,568
|
553
|
500
|
|||||||
Sales
of oil and gas properties in place
|
(12
|
)
|
(1
|
)
|
-
|
|||||
Production
|
(401
|
)
|
(450
|
)
|
(309
|
)
|
||||
End
of year
|
8,381
|
8,714
|
9,118
|
|||||||
Proved
developed reserves at beginning of year
|
1,158
|
1,393
|
1,395
|
|||||||
Proved
developed reserves at end of year
|
1,393
|
1,395
|
1,459
|
Millions
of Cubic Feet
|
||||||||||
of
Natural Gas
|
||||||||||
at
December 31,
|
||||||||||
2002
|
2003
|
2004
|
||||||||
Proved
developed and undeveloped reserves -
|
||||||||||
Beginning
of year
|
17,858
|
12,922
|
18,069
|
|||||||
Purchase
of oil and natural gas properties in place
|
585
|
-
|
13,390
|
|||||||
Discoveries
and extensions
|
3,280
|
10,305
|
32,002
|
|||||||
Revisions
|
(3,726
|
)
|
129
|
(2,378
|
)
|
|||||
Sales
of oil and gas properties in place
|
(274
|
)
|
(523
|
)
|
-
|
|||||
Production
|
(4,801
|
)
|
(4,764
|
)
|
(6,462
|
)
|
||||
End
of year
|
12,922
|
18,069
|
54,621
|
|||||||
Proved
developed reserves at beginning of year
|
13,754
|
12,826
|
17,098
|
|||||||
Proved
developed reserves at end of year
|
12,826
|
17,098
|
28,066
|
For
the Year Ended December 31,
|
||||||||||
2002
|
2003
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Future
cash inflows
|
$
|
305,087
|
$
|
375,160
|
$
|
685,598
|
||||
Future
oil and natural gas operating expenses
|
142,597
|
167,090
|
244,618
|
|||||||
Future
development costs
|
15,259
|
15,943
|
55,730
|
|||||||
Future
income tax expenses
|
33,232
|
45,540
|
108,295
|
|||||||
Future
net cash flows
|
113,999
|
146,587
|
276,955
|
|||||||
10%
annual discount for estimating timing of cash flows
|
49,702
|
58,961
|
127,234
|
|||||||
Standard
measure of discounted future net cash flows
|
$
|
64,297
|
$
|
87,626
|
$
|
149,721
|
For
The Year Ended December 31,
|
||||||||||
2002
|
|
2003
|
|
2004
|
|
|||||
|
|
(In
thousands)
|
||||||||
Changes
due to current-year operations -
|
||||||||||
Sales
of oil and natural gas, net of oil
|
||||||||||
and
natural gas operating expenses
|
$
|
(23,377
|
)
|
$
|
(34,177
|
)
|
$
|
(42,982
|
)
|
|
Extensions
and discoveries
|
20,680
|
42,530
|
80,933
|
|||||||
Purchases
of oil and gas properties
|
888
|
-
|
16,467
|
|||||||
Changes
due to revisions in standardized variables
|
||||||||||
Prices
and operating expenses
|
36,511
|
8,654
|
34,516
|
|||||||
Income
taxes
|
(12,748
|
)
|
(9,606
|
)
|
(31,667
|
)
|
||||
Estimated
future development costs
|
417
|
(377
|
)
|
12,951
|
||||||
Revision
of quantities
|
8,818
|
5,374
|
(1,307
|
)
|
||||||
Sales
of reserves in place
|
(191
|
)
|
(836
|
)
|
-
|
|||||
Accretion
of discount
|
4,795
|
8,304
|
11,485
|
|||||||
Production
rates, timing and other
|
(12,880
|
)
|
3,463
|
(18,301
|
)
|
|||||
Net
change
|
22,913
|
23,329
|
62,095
|
|||||||
Beginning
of year
|
41,384
|
64,297
|
87,626
|
|||||||
End
of year
|
$
|
64,297
|
$
|
87,626
|
$
|
149,721
|
17.
|
SUPPLEMENTAL
QUARTERLY FINANCIAL DATA
(UNAUDITED)
|
2004
(Restated - Note 3)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||
(In
thousands except per share amounts)
|
|||||||||||||
Revenues
|
$
|
10,861
|
$
|
11,935
|
$
|
13,041
|
$
|
16,560
|
|||||
Costs
and expenses, net
|
9,317
|
9,512
|
9,994
|
12,460
|
|||||||||
Net
income
|
1,544
|
2,423
|
3,047
|
4,100
|
|||||||||
Dividends
and accretion
|
198
|
152
|
-
|
-
|
|||||||||
Net
income available to common
|
|||||||||||||
shareholders
|
$
|
1,346
|
$
|
2,271
|
$
|
3,047
|
$
|
4,100
|
|||||
Basic
net income per share (1)
|
$
|
0.08
|
$
|
0.12
|
$
|
0.14
|
$
|
0.19
|
|||||
Diluted
net income per share (1)
|
$
|
0.07
|
$
|
0.10
|
$
|
0.13
|
$
|
0.18
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||
|
|
(In
thousands except per share amounts)
|
|
||||||||||
2003
|
|||||||||||||
Revenues
|
$
|
10,663
|
$
|
8,828
|
$
|
10,123
|
$
|
8,893
|
|||||
Costs
and expenses, net
|
7,693
|
6,868
|
8,041
|
7,866
|
|||||||||
Net
income
|
2,970
|
1,960
|
2,082
|
1,027
|
|||||||||
Dividends
and accretion
|
181
|
181
|
190
|
189
|
|||||||||
Net
income available to common
|
|||||||||||||
shareholders
before cumulative effect
|
|||||||||||||
of
change in accounting principle
|
$
|
2,789
|
$
|
1,779
|
$
|
1,892
|
$
|
838
|
|||||
Cumulative
effect of change in
|
|||||||||||||
accounting
principle
|
128
|
-
|
-
|
-
|
|||||||||
Net
income available to
|
|||||||||||||
common
shareholders
|
$
|
2,661
|
$
|
1,779
|
$
|
1,892
|
$
|
838
|
|||||
Basic
net income per share (1)
|
$
|
0.19
|
$
|
0.13
|
$
|
0.13
|
$
|
0.06
|
|||||
Diluted
net income per share (1)
|
$
|
0.16
|
$
|
0.11
|
$
|
0.11
|
$
|
0.05
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
2.1
--
|
Combination Agreement by and among the Company, Carrizo Production, Inc., Encinitas Partners Ltd., La Rosa Partners Ltd., Carrizo Partners Ltd., Paul B. Loyd, Jr., Steven A. Webster, S.P. Johnson IV, Douglas A.P. Hamilton and Frank A. Wojtek dated as of June 6, 1998 (Incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
3.1
--
|
Amended and Restated Articles of Incorporation of the Company (Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998). | |
3.2
--
|
Amended and Restated Bylaws of the Company, as amended by Amendment No. 1 (Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A (Registration No. 000-22915), Amendment No. 2 (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 15, 1999) and Amendment No. 3 (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.1
--
|
Amendment No. 1 to the Letter Agreement Regarding Participation in the Company’s 2001 Seismic and Acreage Program, dated June 1, 2001 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). | |
+10.2
--
|
Amended and Restated Incentive Plan of the Company effective as of February 17, 2000 (Incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). | |
+10.3
--
|
Amendment No. 1 to the Amended and Restated Incentive Plan of the Company (Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002). | |
+10.4
--
|
Amendment No. 2 to the Amended and Restated Incentive Plan of the Company (Incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002). | |
+10.5
--
|
Amendment No. 3 to the Amended and Restated Incentive Plan of the Company (Incorporated herein by reference to Appendix A to the Company’s Proxy Statement dated April 21, 2003). | |
+10.6
--
|
Amendment No. 4 to the Amended and Restated Incentive Plan of the Company (incorporated herein by reference to Appendix B to the Company’s Proxy Statement dated April 26, 2004). | |
+10.7
--
|
Employment Agreement between the Company and S.P. Johnson IV (Incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
+10.8
--
|
Employment Agreement between the Company and Kendall A. Trahan (Incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
+10.9
--
|
Employment Agreement between the Company and J. Bradley Fisher (Incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-2 (Registration No. 333-111475)). | |
+10.10
--
|
Employment Agreement between the Company and Paul F. Boling (Incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-2 (Registration No. 333-111475)). | |
10.11
--
|
Form of Indemnification Agreement between the Company and each of its directors and executive officers (Incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998). |
EXHIBIT
NUMBER
|
DESCRIPTION
|
10.12
--
|
S Corporation Tax Allocation, Payment and Indemnification Agreement among the Company and Messrs. Loyd, Webster, Johnson, Hamilton and Wojtek (Incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
10.13
--
|
S Corporation Tax Allocation, Payment and Indemnification Agreement among Carrizo Production, Inc. and Messrs. Loyd, Webster, Johnson, Hamilton and Wojtek (Incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (Registration No. 333-29187)). | |
+10.14
--
|
Form of Amendment to Executive Officer Employment Agreement. (Incorporated herein by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated January 8, 1998). | |
10.15
--
|
Securities Purchase Agreement dated December 15, 1999 among the Company, CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B. Loyd Jr., Douglas A. P. Hamilton and Steven A. Webster (Incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
10.16
--
|
First Amendment to Securities Purchase Agreement dated as of June 7, 2004 among Carrizo Oil & Gas, Inc., Steelhead Investments Ltd., Douglas A.P. Hamilton, Paul B. Loyd, Jr., Steven A. Webster and Mellon Ventures, L.P. (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 10, 2004). | |
10.17
--
|
Form of Amended and Restated 9% Senior Subordinated Note due 2008 (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on June 10, 2004). | |
10.18
--
|
Second Amendment to Securities Purchase Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc. and the Investors named therein (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.19
--
|
Shareholders Agreement dated December 15, 1999 among the Company, CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B. Loyd Jr., Douglas A. P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P. (Incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
10.20
--
|
First Amendment to Shareholders Agreement dated as of December 15, 1999 by and among Carrizo Oil & Gas, Inc, J.P. Morgan Partners (23A SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. dated April 21, 2004 (incorporated herein by reference to Exhibit 32 to the Schedule 13D/A filed by Paul B. Loyd, Jr. on May 27, 2004). | |
10.21
--
|
Second Amendment to Shareholders Agreement dated as of December 15,1999 by and among Carrizo Oil & Gas, Inc., J.P. Morgan Partners (23A SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek and Steven A. Webster dated June 7, 2004 (incorporated herein by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on June 10, 2004). | |
10.22
--
|
Registration Rights Agreement dated December 15, 1999 among the Company, CB Capital Investors, L.P. and Mellon Ventures, L.P. (Incorporated herein by reference to Exhibit 99.4 to the Company’s Current Report on Form 8- K dated December 15, 1999). | |
10.23
--
|
Amended and Restated Registration Rights Agreement dated December 15, 1999 among the Company, Paul B. Loyd Jr., Douglas A. P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P. (Incorporated herein by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
+10.24
--
|
Form of Amendment to Executive Officer Employment Agreement (Incorporated herein by reference to Exhibit 99.7 to the Company’s Current Report on Form 8-K dated December 15, 1999). |
EXHIBIT
NUMBER
|
DESCRIPTION
|
10.25
--
|
Form of Amendment to Director Indemnification Agreement (Incorporated herein by reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K dated December 15, 1999). | |
10.26
--
|
Purchase and Sale Agreement by and between Rocky Mountain Gas, Inc. and CCBM, Inc., dated June 29, 2001 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). | |
10.27
--
|
Securities Purchase Agreement dated February 20, 2002 among the Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.28
--
|
Warrant Agreement dated February 20, 2002 among the Company, Mellon Ventures, L.P. and Steven A. Webster (including Warrant Certificate) (Incorporated herein by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.29
--
|
Registration Rights Agreement dated February 20, 2002 among the Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated herein by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
+10.30
--
|
Form of Amendment to Executive Officer Employment Agreement (Incorporated herein by reference to Exhibit 99.7 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.31
--
|
Form of Amendment to Director Indemnification Agreement (Incorporated herein by reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K dated February 20, 2002). | |
10.32
--
|
Contribution and Subscription Agreement dated June 23, 2003 by and among Pinnacle Gas Resources, Inc., CCBM, Inc., Rocky Mountain Gas, Inc. and the CSFB Parties listed therein (Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003). | |
10.33
--
|
Transition Services Agreement dated June 23, 2003 by and between the Company and Pinnacle Gas Resources, Inc. (Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003). | |
10.34
--
|
Second Amended and Restated Credit Agreement dated as of September 30, 2004 by and among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank, as Agent, Union Bank of California, N.A., as co-agent, and Hibernia National Bank and Union Bank of California, N.A., as lenders (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2004). | |
10.35
--
|
First Amendment to Second Amended and Restated Credit Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank and Union Bank of California, N.A. (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.36
--
|
Commercial Guaranty made and entered into as of September 30, 2004 by CCBM, Inc. in favor of Hibernia National Bank, as agent (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 6, 2004). | |
10.37
--
|
Amended and Restated Stock Pledge and Security Agreement dated and effective as of September 30, 2004 by Carrizo Oil & Gas, Inc. in favor of Hibernia National Bank, as agent (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 6, 2004). | |
10.38
--
|
Note Purchase Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc., the Purchasers named therein and PCRL Investments L.P., as collateral agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2004). |
EXHIBIT
NUMBER
|
DESCRIPTION
|
10.39
--
|
Form of 10% Senior Subordinated Secured Note due 2008 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.40
--
|
Stock Pledge and Security Agreement dated as of October 29, 2004 by Carrizo Oil & Gas, Inc. in favor of PCRL Investments L.P., as collateral agent (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.41
--
|
Commercial Guaranty dated as of October 29, 2004 by CCBM, Inc. in favor of PCRL Investments L.P., guarantying the indebtedness of Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
10.42
--
|
Registration Rights Agreement dated as of October 29, 2004 among Carrizo Oil & Gas, Inc. and the Investors named therein (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 3, 2004). | |
*+10.43
--
|
Form of Stock Option Award Agreement. | |
+10.44
--
|
Employment Agreement between the Company and Gregory E. Evans dated March 21, 2005 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 22, 2005). | |
*10.45
--
|
Director Compensation. | |
*10.46
--
|
Base Salaries and 2004 Annual Bonuses for certain Executive Officers. | |
*21.1
--
|
Subsidiaries of the Company. | |
**23.1
--
|
Consent of Pannell Kerr Forster of Texas, P.C. | |
**23.2
--
|
Consent of Ernst & Young LLP. | |
**23.3
--
|
Consent of Ryder Scott Company Petroleum Engineers. | |
**23.4
--
|
Consent of Fairchild & Wells, Inc. | |
**23.5
--
|
Consent of DeGolyer and MacNaughton. | |
**31.1
--
|
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
**31.2
--
|
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
**32.1
--
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
**32.2
--
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
*99.1
--
|
Summary of Reserve Report of Ryder Scott Company Petroleum Engineers as of December 31, 2004. | |
*99.2
--
|
Summary of Reserve Report of Fairchild & Wells, Inc. as of December 31, 2004. | |
*99.3
--
|
Summary of Reserve Report of DeGolyer and MacNaughton as of December 31, 2004. | |