x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Texas
|
|
76-0415919
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
||
500 Dallas Street, Suite 2300, Houston, Texas
|
|
77002
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
||||||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
PAGE
|
|
|
||
Item 1.
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
CARRIZO OIL & GAS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
|
||||||
|
|
March 31,
2014 |
|
December 31,
2013 |
||
Assets
|
|
|
|
|
||
Current assets
|
|
|
|
|
||
Cash and cash equivalents
|
|
$62,420
|
|
$157,439
|
||
Accounts receivable, net
|
|
123,754
|
|
|
111,195
|
|
Deferred income taxes
|
|
5,722
|
|
|
4,201
|
|
Other current assets
|
|
5,957
|
|
|
6,926
|
|
Total current assets
|
|
197,853
|
|
|
279,761
|
|
Property and equipment
|
|
|
|
|
||
Oil and gas properties, full cost method
|
|
|
|
|
||
Proved properties, net
|
|
1,530,946
|
|
|
1,408,484
|
|
Unproved properties, not being amortized
|
|
399,166
|
|
|
377,437
|
|
Other property and equipment, net
|
|
8,081
|
|
|
8,294
|
|
Total property and equipment, net
|
|
1,938,193
|
|
|
1,794,215
|
|
Debt issuance costs
|
|
22,093
|
|
|
22,899
|
|
Other assets
|
|
10,925
|
|
|
13,885
|
|
Total Assets
|
|
$2,169,064
|
|
$2,110,760
|
||
|
|
|
|
|
||
Liabilities and Shareholders’ Equity
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
||
Accounts payable
|
|
$47,049
|
|
$57,146
|
||
Revenues and royalties payable
|
|
87,278
|
|
|
79,136
|
|
Accrued capital expenditures
|
|
108,483
|
|
|
87,031
|
|
Accrued interest
|
|
24,787
|
|
|
17,430
|
|
Advances for joint operations
|
|
7,977
|
|
|
19,967
|
|
Liabilities of discontinued operations
|
|
9,533
|
|
|
10,936
|
|
Derivative liabilities
|
|
21,382
|
|
|
9,947
|
|
Other current liabilities
|
|
56,659
|
|
|
41,242
|
|
Total current liabilities
|
|
363,148
|
|
|
322,835
|
|
Long-term debt
|
|
900,425
|
|
|
900,247
|
|
Liabilities of discontinued operations
|
|
17,060
|
|
|
17,336
|
|
Deferred income taxes
|
|
22,019
|
|
|
16,856
|
|
Asset retirement obligations
|
|
7,156
|
|
|
6,576
|
|
Other liabilities
|
|
6,026
|
|
|
5,306
|
|
Total liabilities
|
|
1,315,834
|
|
|
1,269,156
|
|
Commitments and contingencies
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
||
Common stock, $0.01 par value, 90,000,000 shares authorized; 45,480,154 issued and outstanding as of March 31, 2014 and 45,468,675 issued and outstanding as of December 31, 2013
|
|
455
|
|
|
455
|
|
Additional paid-in capital
|
|
885,598
|
|
|
879,948
|
|
Accumulated deficit
|
|
(32,823
|
)
|
|
(38,799
|
)
|
Total shareholders’ equity
|
|
853,230
|
|
|
841,604
|
|
Total Liabilities and Shareholders’ Equity
|
|
$2,169,064
|
|
$2,110,760
|
|
For The Three Months Ended
March 31, |
||||
|
2014
|
|
2013
|
||
Revenues
|
|
|
|
||
Crude oil
|
$130,362
|
|
$87,482
|
||
Natural gas liquids
|
5,888
|
|
|
2,741
|
|
Natural gas
|
20,962
|
|
|
21,678
|
|
Total revenues
|
157,212
|
|
|
111,901
|
|
|
|
|
|
||
Costs and Expenses
|
|
|
|
||
Lease operating
|
12,605
|
|
|
10,195
|
|
Production taxes
|
6,091
|
|
|
4,513
|
|
Ad valorem taxes
|
1,428
|
|
|
1,860
|
|
Depreciation, depletion and amortization
|
64,594
|
|
|
45,697
|
|
General and administrative
|
28,261
|
|
|
16,173
|
|
Loss on derivatives, net
|
20,680
|
|
|
14,554
|
|
Interest expense, net
|
12,425
|
|
|
14,976
|
|
Other (income) expense, net
|
574
|
|
|
(40
|
)
|
Total costs and expenses
|
146,658
|
|
|
107,928
|
|
|
|
|
|
||
Income From Continuing Operations Before Income Taxes
|
10,554
|
|
|
3,973
|
|
Income tax expense
|
(3,933
|
)
|
|
(1,449
|
)
|
Income From Continuing Operations
|
6,621
|
|
|
2,524
|
|
Income (Loss) From Discontinued Operations, Net of Income Taxes
|
(645
|
)
|
|
23,658
|
|
Net Income
|
$5,976
|
|
$26,182
|
||
|
|
|
|
||
Net Income (Loss) Per Common Share - Basic
|
|
|
|
||
Income from continuing operations
|
$0.15
|
|
$0.06
|
||
Income (loss) from discontinued operations, net of income taxes
|
(0.02
|
)
|
|
0.60
|
|
Net income
|
$0.13
|
|
$0.66
|
||
|
|
|
|
||
Net Income (Loss) Per Common Share - Diluted
|
|
|
|
||
Income from continuing operations
|
$0.14
|
|
$0.06
|
||
Income (loss) from discontinued operations, net of income taxes
|
(0.01
|
)
|
|
0.59
|
|
Net income
|
$0.13
|
|
$0.65
|
||
|
|
|
|
||
Weighted Average Common Shares Outstanding
|
|
|
|
||
Basic
|
45,003
|
|
|
39,778
|
|
Diluted
|
45,834
|
|
|
40,333
|
|
|
For The Three Months Ended
March 31, |
||||
|
2014
|
|
2013
|
||
Cash Flows From Operating Activities
|
|
|
|
||
Net income
|
$5,976
|
|
$26,182
|
||
(Income) loss from discontinued operations, net of income taxes
|
645
|
|
|
(23,658
|
)
|
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations
|
|
|
|
||
Depreciation, depletion and amortization
|
64,594
|
|
|
45,697
|
|
Non-cash loss on derivatives, net
|
14,005
|
|
|
21,057
|
|
Stock-based compensation, net
|
12,161
|
|
|
6,483
|
|
Deferred income taxes
|
3,933
|
|
|
1,449
|
|
Non-cash interest expense, net
|
675
|
|
|
1,309
|
|
Other, net
|
1,101
|
|
|
(1,336
|
)
|
Changes in operating assets and liabilities-
|
|
|
|
||
Accounts receivable
|
(12,471
|
)
|
|
2,216
|
|
Accounts payable
|
9,891
|
|
|
29,337
|
|
Accrued liabilities
|
3,627
|
|
|
(16,398
|
)
|
Other, net
|
(1,290
|
)
|
|
(1,156
|
)
|
Net cash provided by operating activities from continuing operations
|
102,847
|
|
|
91,182
|
|
Net cash used in operating activities from discontinued operations
|
(456
|
)
|
|
(61
|
)
|
Net cash provided by operating activities
|
102,391
|
|
|
91,121
|
|
Cash Flows From Investing Activities
|
|
|
|
||
Capital expenditures - oil and gas properties
|
(197,879
|
)
|
|
(213,260
|
)
|
Capital expenditures - other property and equipment
|
(187
|
)
|
|
(999
|
)
|
Proceeds from sales of oil and gas properties, net
|
2,865
|
|
|
9,063
|
|
Other, net
|
129
|
|
|
13,235
|
|
Net cash used in investing activities from continuing operations
|
(195,072
|
)
|
|
(191,961
|
)
|
Net cash provided by (used in) investing activities from discontinued operations
|
(2,229
|
)
|
|
116,179
|
|
Net cash used in investing activities
|
(197,301
|
)
|
|
(75,782
|
)
|
Cash Flows From Financing Activities
|
|
|
|
||
Long-term borrowings under credit agreement
|
—
|
|
|
45,000
|
|
Repayments of long-term borrowings under credit agreement
|
—
|
|
|
(45,000
|
)
|
Payments of debt issuance costs
|
(109
|
)
|
|
(50
|
)
|
Proceeds from stock options exercised
|
—
|
|
|
743
|
|
Net cash provided by (used in) financing activities from continuing operations
|
(109
|
)
|
|
693
|
|
Net cash provided by financing activities from discontinued operations
|
—
|
|
|
3,000
|
|
Net cash provided by (used in) financing activities
|
(109
|
)
|
|
3,693
|
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
(95,019
|
)
|
|
19,032
|
|
Cash and Cash Equivalents, Beginning of Period
|
157,439
|
|
|
52,614
|
|
Cash and Cash Equivalents, End of Period
|
$62,420
|
|
$71,646
|
|
|
Three Months Ended
March 31, |
||||
|
|
2014
|
|
2013
|
||
|
|
(In thousands)
|
||||
Stock appreciation rights
|
|
$8,456
|
|
$3,932
|
||
Restricted stock awards and units
|
|
5,701
|
|
|
3,857
|
|
Performance share awards
|
|
14
|
|
|
—
|
|
|
|
14,171
|
|
|
7,789
|
|
Less: amounts capitalized
|
|
(2,010
|
)
|
|
(1,306
|
)
|
Total stock-based compensation expense
|
|
$12,161
|
|
$6,483
|
||
Income tax benefit
|
|
$4,256
|
|
$2,363
|
|
|
Three Months Ended
March 31, |
||||
|
|
2014
|
|
2013
|
||
|
|
(In thousands, except per share amounts)
|
||||
Income From Continuing Operations
|
|
$6,621
|
|
$2,524
|
||
Basic weighted average common shares outstanding
|
|
45,003
|
|
|
39,778
|
|
Effect of dilutive instruments
|
|
831
|
|
|
555
|
|
Diluted weighted average common shares outstanding
|
|
45,834
|
|
|
40,333
|
|
Income From Continuing Operations Per Common Share
|
|
|
|
|
||
Basic
|
|
$0.15
|
|
$0.06
|
||
Diluted
|
|
$0.14
|
|
$0.06
|
|
|
Three Months Ended
March 31, |
||||
|
|
2014
|
|
2013
|
||
|
|
(In thousands)
|
||||
Revenues
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Costs and Expenses
|
|
|
|
|
||
General and administrative
|
|
437
|
|
|
5
|
|
Accretion related to asset retirement obligations
|
|
—
|
|
|
36
|
|
Gain on sale of discontinued operations
|
|
—
|
|
|
(37,294
|
)
|
Increase in estimated future obligations
|
|
535
|
|
|
—
|
|
Loss on derivatives, net
|
|
20
|
|
|
44
|
|
Other income, net
|
|
—
|
|
|
(24
|
)
|
Income (Loss) From Discontinued Operations Before Income Taxes
|
|
(992
|
)
|
|
37,233
|
|
Income tax (expense) benefit
|
|
347
|
|
|
(13,575
|
)
|
Income (Loss) From Discontinued Operations, Net of Income Taxes
|
|
($645)
|
|
$23,658
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||
|
|
(In thousands)
|
||||
Proved properties
|
|
$2,368,532
|
|
$2,182,226
|
||
Accumulated depreciation, depletion and amortization
|
|
(837,586
|
)
|
|
(773,742
|
)
|
Proved properties, net
|
|
1,530,946
|
|
|
1,408,484
|
|
Unproved properties, not being amortized
|
|
|
|
|
||
Unevaluated leasehold and seismic costs
|
|
326,703
|
|
|
302,232
|
|
Exploratory wells in progress
|
|
21,169
|
|
|
30,196
|
|
Capitalized interest
|
|
51,294
|
|
|
45,009
|
|
Total unproved properties, not being amortized
|
|
399,166
|
|
|
377,437
|
|
Other property and equipment
|
|
15,486
|
|
|
15,260
|
|
Accumulated depreciation
|
|
(7,405
|
)
|
|
(6,966
|
)
|
Other property and equipment, net
|
|
8,081
|
|
|
8,294
|
|
Total property and equipment, net
|
|
$1,938,193
|
|
$1,794,215
|
|
|
Three Months Ended
March 31, |
||
|
|
2014
|
|
2013
|
|
|
(In thousands)
|
||
Income tax expense at the statutory rate
|
|
($3,694)
|
|
($1,391)
|
State income taxes, net of U.S. federal income tax benefit
|
|
(192)
|
|
(14)
|
Other, net
|
|
(47)
|
|
(44)
|
Income tax expense
|
|
($3,933)
|
|
($1,449)
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||
|
|
(In thousands)
|
||||
8.625% Senior Notes due 2018
|
|
$600,000
|
|
$600,000
|
||
Unamortized discount for 8.625% Senior Notes
|
|
(4,000
|
)
|
|
(4,178
|
)
|
7.50% Senior Notes due 2020
|
|
300,000
|
|
|
300,000
|
|
Other long-term debt due 2018
|
|
4,425
|
|
|
4,425
|
|
Senior Secured Revolving Credit Facility
|
|
—
|
|
|
—
|
|
Total long-term debt
|
|
$900,425
|
|
$900,247
|
Counterparty
|
|
March 31, 2014
|
|
December 31, 2013
|
||
Credit Suisse
|
|
41
|
%
|
|
46
|
%
|
Wells Fargo
|
|
33
|
%
|
|
23
|
%
|
Societe Generale
|
|
26
|
%
|
|
31
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Period
|
|
Type of Contract
|
|
Volumes
(in Bbls/d)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|
Weighted
Average
Short Put Price
($/Bbl)
|
|
Weighted
Average
Put Spread
($/Bbl)
|
|
April - December 2014
|
|
Swaps
|
|
8,850
|
|
|
$92.53
|
|
|
|
|
|
|
|
|
Collars
|
|
3,000
|
|
|
$88.33
|
|
$104.26
|
|
|
|
|
|
|
Three-way collars
|
|
500
|
|
|
$85.00
|
|
$107.75
|
|
$65.00
|
|
$20.00
|
January - December 2015
|
|
Swaps
|
|
5,200
|
|
|
$91.44
|
|
|
|
|
|
|
|
|
Collars
|
|
700
|
|
|
$90.00
|
|
$100.65
|
|
|
|
|
|
|
Three-way collars
|
|
1,000
|
|
|
$85.00
|
|
$105.00
|
|
$65.00
|
|
$20.00
|
January - December 2016
|
|
Three-way collars
|
|
667
|
|
|
$85.00
|
|
$104.00
|
|
$65.00
|
|
$20.00
|
Period
|
|
Type of Contract
|
|
Volumes
(in MMBtu/d)
|
|
Weighted
Average
Floor Price
($/MMBtu)
|
|
Weighted
Average
Ceiling Price
($/MMBtu)
|
|
April - December 2014
|
|
Swaps
|
|
50,000
|
|
|
$4.10
|
|
|
|
|
Calls
|
|
10,000
|
|
|
|
|
$5.50
|
January - December 2015
|
|
Swaps
|
|
20,000
|
|
|
$4.27
|
|
|
|
|
March 31, 2014
|
|||||||
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
|||
|
|
(In thousands)
|
|||||||
Derivative assets
|
|
|
|
|
|
|
|||
Other current assets
|
|
$1,437
|
|
($1,437)
|
|
—
|
|
||
Other assets
|
|
8,394
|
|
|
(1,726
|
)
|
|
6,668
|
|
Derivative liabilities
|
|
|
|
|
|
|
|||
Derivative liabilities
|
|
(22,819
|
)
|
|
1,437
|
|
|
(21,382
|
)
|
Other liabilities
|
|
(1,868
|
)
|
|
1,726
|
|
|
(142
|
)
|
Total
|
|
($14,856)
|
|
—
|
|
|
($14,856)
|
|
|
December 31, 2013
|
|||||||
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
|||
|
|
(In thousands)
|
|||||||
Derivative assets
|
|
|
|
|
|
|
|||
Other current assets
|
|
$2,389
|
|
($2,389)
|
|
—
|
|
||
Other assets
|
|
11,709
|
|
|
(2,425
|
)
|
|
9,284
|
|
Derivative liabilities
|
|
|
|
|
|
|
|||
Derivative liabilities
|
|
(12,336
|
)
|
|
2,389
|
|
|
(9,947
|
)
|
Other liabilities
|
|
(2,613
|
)
|
|
2,425
|
|
|
(188
|
)
|
Total
|
|
($851)
|
|
—
|
|
|
($851)
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
(In thousands)
|
||||||||||||||
8.625% Senior Notes
|
|
$
|
596,000
|
|
|
$
|
645,000
|
|
|
$
|
595,822
|
|
|
$
|
644,978
|
|
7.50% Senior Notes
|
|
300,000
|
|
|
330,000
|
|
|
300,000
|
|
|
327,000
|
|
||||
Other long-term debt
|
|
4,425
|
|
|
4,182
|
|
|
4,425
|
|
|
4,115
|
|
|
|
March 31, 2014
|
|||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Total current assets
|
|
$1,791,395
|
|
$109,857
|
|
—
|
|
|
($1,703,399)
|
|
$197,853
|
||||
Total property and equipment, net
|
|
1,753
|
|
|
1,914,471
|
|
|
2,361
|
|
|
19,608
|
|
|
1,938,193
|
|
Investments in subsidiaries
|
|
104,616
|
|
|
—
|
|
|
—
|
|
|
(104,616
|
)
|
|
—
|
|
Other assets
|
|
83,766
|
|
|
—
|
|
|
—
|
|
|
(50,748
|
)
|
|
33,018
|
|
Total Assets
|
|
$1,981,530
|
|
$2,024,328
|
|
$2,361
|
|
($1,839,155)
|
|
$2,169,064
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
$205,689
|
|
$1,848,892
|
|
$2,364
|
|
($1,703,330)
|
|
$353,615
|
|||||
Liabilities of discontinued operations - current
|
|
9,533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,533
|
|
Long-term liabilities
|
|
906,153
|
|
|
70,817
|
|
|
—
|
|
|
(41,344
|
)
|
|
935,626
|
|
Liabilities of discontinued operations - long-term
|
|
17,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,060
|
|
Shareholders’ equity
|
|
843,095
|
|
|
104,619
|
|
|
(3
|
)
|
|
(94,481
|
)
|
|
853,230
|
|
Total Liabilities and Shareholders’ Equity
|
|
$1,981,530
|
|
$2,024,328
|
|
$2,361
|
|
($1,839,155)
|
|
$2,169,064
|
|
|
December 31, 2013
|
|||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Total current assets
|
|
$1,820,069
|
|
$168,718
|
|
—
|
|
|
($1,709,026)
|
|
$279,761
|
||||
Total property and equipment, net
|
|
2,797
|
|
|
1,768,553
|
|
|
2,058
|
|
|
20,807
|
|
|
1,794,215
|
|
Investments in subsidiaries
|
|
61,619
|
|
|
—
|
|
|
—
|
|
|
(61,619
|
)
|
|
—
|
|
Other assets
|
|
69,686
|
|
|
—
|
|
|
—
|
|
|
(32,902
|
)
|
|
36,784
|
|
Total Assets
|
|
$1,954,171
|
|
$1,937,271
|
|
$2,058
|
|
($1,782,740)
|
|
$2,110,760
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
$190,550
|
|
$1,828,314
|
|
$2,061
|
|
($1,709,026)
|
|
$311,899
|
|||||
Liabilities of discontinued operations - current
|
|
10,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,936
|
|
Long-term liabilities
|
|
905,235
|
|
|
47,335
|
|
|
—
|
|
|
(23,585
|
)
|
|
928,985
|
|
Liabilities of discontinued operations - long-term
|
|
17,336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,336
|
|
Shareholders’ equity
|
|
830,114
|
|
|
61,622
|
|
|
(3
|
)
|
|
(50,129
|
)
|
|
841,604
|
|
Total Liabilities and Shareholders’ Equity
|
|
$1,954,171
|
|
$1,937,271
|
|
$2,058
|
|
($1,782,740)
|
|
$2,110,760
|
|
|
For the Three Months Ended March 31, 2014
|
|||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues
|
|
$1,566
|
|
$155,646
|
|
—
|
|
|
—
|
|
|
$157,212
|
|||
Total costs and expenses
|
|
55,551
|
|
|
89,909
|
|
|
—
|
|
|
1,198
|
|
|
146,658
|
|
Income (loss) from continuing operations before income taxes
|
|
(53,985
|
)
|
|
65,737
|
|
|
—
|
|
|
(1,198
|
)
|
|
10,554
|
|
Income tax (expense) benefit
|
|
18,895
|
|
|
(22,740
|
)
|
|
—
|
|
|
(88
|
)
|
|
(3,933
|
)
|
Equity in income of subsidiaries
|
|
42,997
|
|
|
—
|
|
|
—
|
|
|
(42,997
|
)
|
|
—
|
|
Income (loss) from continuing operations
|
|
7,907
|
|
|
42,997
|
|
|
—
|
|
|
(44,283
|
)
|
|
6,621
|
|
Loss from discontinued operations, net of income taxes
|
|
(645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
Net income (loss)
|
|
$7,262
|
|
$42,997
|
|
—
|
|
|
($44,283)
|
|
$5,976
|
|
|
For the Three Months Ended March 31, 2013
|
|||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues
|
|
$1,561
|
|
$110,340
|
|
—
|
|
|
—
|
|
|
$111,901
|
|||
Total costs and expenses
|
|
40,343
|
|
|
67,355
|
|
|
—
|
|
|
230
|
|
|
107,928
|
|
Income (loss) from continuing operations before income taxes
|
|
(38,782
|
)
|
|
42,985
|
|
|
—
|
|
|
(230
|
)
|
|
3,973
|
|
Income tax (expense) benefit
|
|
13,573
|
|
|
(15,045
|
)
|
|
—
|
|
|
23
|
|
|
(1,449
|
)
|
Equity in income of subsidiaries
|
|
27,940
|
|
|
—
|
|
|
—
|
|
|
(27,940
|
)
|
|
—
|
|
Income (loss) from continuing operations
|
|
2,731
|
|
|
27,940
|
|
|
—
|
|
|
(28,147
|
)
|
|
2,524
|
|
Income from discontinued operations, net of income taxes
|
|
23,658
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,658
|
|
Net income (loss)
|
|
$26,389
|
|
$27,940
|
|
—
|
|
|
($28,147)
|
|
$26,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2014
|
|||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities from continuing operations
|
|
($47,345)
|
|
$150,192
|
|
—
|
|
|
—
|
|
|
$102,847
|
|||
Net cash used in investing activities from continuing operations
|
|
(44,880
|
)
|
|
(200,230
|
)
|
|
(303
|
)
|
|
50,341
|
|
|
(195,072
|
)
|
Net cash used in financing activities from continuing operations
|
|
(109
|
)
|
|
50,038
|
|
|
303
|
|
|
(50,341
|
)
|
|
(109
|
)
|
Net cash used in discontinued operations
|
|
(2,685
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,685
|
)
|
Net decrease in cash and cash equivalents
|
|
(95,019
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,019
|
)
|
Cash and cash equivalents, beginning of period
|
|
157,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,439
|
|
Cash and cash equivalents, end of period
|
|
$62,420
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$62,420
|
|
|
For the Three Months Ended March 31, 2013
|
|||||||||||||
|
|
Parent
Company
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities from continuing operations
|
|
($8,924)
|
|
$100,106
|
|
—
|
|
|
—
|
|
|
$91,182
|
|||
Net cash used in investing activities from continuing operations
|
|
(91,671
|
)
|
|
(238,759
|
)
|
|
—
|
|
|
138,469
|
|
|
(191,961
|
)
|
Net cash provided by financing activities from continuing operations
|
|
693
|
|
|
138,469
|
|
|
—
|
|
|
(138,469
|
)
|
|
693
|
|
Net cash provided by (used in) discontinued operations
|
|
119,637
|
|
|
—
|
|
|
(519
|
)
|
|
—
|
|
|
119,118
|
|
Net increase (decrease) in cash and cash equivalents
|
|
19,735
|
|
|
(184
|
)
|
|
(519
|
)
|
|
—
|
|
|
19,032
|
|
Cash and cash equivalents, beginning of period
|
|
51,894
|
|
|
201
|
|
|
519
|
|
|
—
|
|
|
52,614
|
|
Cash and cash equivalents, end of period
|
|
$71,629
|
|
$17
|
|
—
|
|
|
—
|
|
|
$71,646
|
|
|
For the Three Months Ended March 31, 2014
|
|
As of March 31, 2014
|
|||||||||||||||||||||||
|
|
Drilled
|
|
Wells Brought on Production
|
|
Waiting on Completion
|
|
Producing
|
|
Rig count
|
|||||||||||||||||
Region
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
|
|||||||||
Eagle Ford
|
|
15
|
|
|
12.3
|
|
|
15
|
|
|
12.2
|
|
|
29
|
|
|
23.5
|
|
|
138
|
|
|
107.8
|
|
|
3
|
|
Niobrara
|
|
7
|
|
|
2.0
|
|
|
14
|
|
|
5.5
|
|
|
6
|
|
|
1.7
|
|
|
88
|
|
|
38.1
|
|
|
1
|
|
Marcellus
|
|
3
|
|
|
1.2
|
|
|
10
|
|
|
2.7
|
|
|
20
|
|
|
7.5
|
|
|
68
|
|
|
22.2
|
|
|
1
|
|
Utica
|
|
—
|
|
|
—
|
|
|
1
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
0.9
|
|
|
—
|
|
Total
|
|
25
|
|
|
15.5
|
|
|
40
|
|
|
21.3
|
|
|
55
|
|
|
32.7
|
|
|
295
|
|
|
169.0
|
|
|
5
|
|
|
|
Three Months Ended
March 31, |
|
2014 Period
Compared to 2013 Period |
||||||||
|
|
2014
|
|
2013
|
|
Increase (Decrease)
|
|
% Increase (Decrease)
|
||||
Total production volumes -
|
|
|
|
|
|
|
|
|
||||
Crude oil (MBbls)
|
|
1,352
|
|
|
838
|
|
|
514
|
|
|
61
|
%
|
NGLs (MBbls)
|
|
166
|
|
|
101
|
|
|
65
|
|
|
64
|
%
|
Natural gas (MMcf)
|
|
5,218
|
|
|
8,729
|
|
|
(3,511
|
)
|
|
(40
|
%)
|
Total Natural gas and NGLs (MMcfe)
|
|
6,214
|
|
|
9,335
|
|
|
(3,121
|
)
|
|
(33
|
%)
|
Total barrels of oil equivalent (MBoe)
|
|
2,388
|
|
|
2,394
|
|
|
(6
|
)
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
||||
Daily production volumes by product -
|
|
|
|
|
|
|
|
|
||||
Crude oil (Bbls/d)
|
|
15,022
|
|
|
9,311
|
|
|
5,711
|
|
|
61
|
%
|
NGLs (Bbls/d)
|
|
1,844
|
|
|
1,122
|
|
|
722
|
|
|
64
|
%
|
Natural gas (Mcf/d)
|
|
57,978
|
|
|
96,989
|
|
|
(39,011
|
)
|
|
(40
|
%)
|
Total Natural gas and NGLs (Mcfe/d)
|
|
69,044
|
|
|
103,722
|
|
|
(34,678
|
)
|
|
(33
|
%)
|
Total barrels of oil equivalent (Boe/d)
|
|
26,533
|
|
|
26,600
|
|
|
(67
|
)
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
||||
Daily production volumes by region (Boe/d) -
|
|
|
|
|
|
|
|
|
||||
Eagle Ford
|
|
16,049
|
|
|
10,312
|
|
|
5,737
|
|
|
56
|
%
|
Niobrara
|
|
2,152
|
|
|
950
|
|
|
1,202
|
|
|
127
|
%
|
Barnett
|
|
—
|
|
|
8,666
|
|
|
(8,666
|
)
|
|
(100
|
%)
|
Marcellus
|
|
7,422
|
|
|
6,335
|
|
|
1,087
|
|
|
17
|
%
|
Utica and other
|
|
910
|
|
|
337
|
|
|
573
|
|
|
170
|
%
|
Total barrels of oil equivalent (Boe/d)
|
|
26,533
|
|
|
26,600
|
|
|
(67
|
)
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
||||
Average realized prices -
|
|
|
|
|
|
|
|
|
||||
Crude oil ($ per Bbl)
|
|
$96.42
|
|
$104.39
|
|
($7.97)
|
|
(8
|
%)
|
|||
NGLs ($ per Bbl)
|
|
35.47
|
|
|
27.14
|
|
|
8.33
|
|
|
31
|
%
|
Natural gas ($ per Mcf)
|
|
4.02
|
|
|
2.48
|
|
|
1.54
|
|
|
62
|
%
|
Total Natural gas and NGLs average realized price ($ per Mcfe)
|
|
$4.32
|
|
$2.62
|
|
$1.70
|
|
65
|
%
|
|||
Total average realized price ($ per Boe)
|
|
$65.83
|
|
$46.74
|
|
$19.09
|
|
41
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||
Revenues (In thousands) -
|
|
|
|
|
|
|
|
|
||||
Crude oil
|
|
$130,362
|
|
$87,482
|
|
$42,880
|
|
49
|
%
|
|||
NGLs
|
|
5,888
|
|
|
2,741
|
|
|
3,147
|
|
|
115
|
%
|
Natural gas
|
|
20,962
|
|
|
21,678
|
|
|
(716
|
)
|
|
(3
|
%)
|
Total revenues
|
|
$157,212
|
|
$111,901
|
|
$45,311
|
|
40
|
%
|
|
|
Three Months Ended
March 31, |
||||
|
|
2014
|
|
2013
|
||
|
|
(In thousands)
|
||||
DD&A of oil and gas properties
|
|
$63,713
|
|
$45,042
|
||
Depreciation and amortization of other property and equipment
|
|
743
|
|
|
548
|
|
Accretion of asset retirement obligations
|
|
138
|
|
|
107
|
|
Total DD&A
|
|
$64,594
|
|
$45,697
|
|
For the Three Months Ended
|
|
|
March 31, 2014
|
|
|
(In thousands)
|
|
Drilling and completion
|
|
|
Eagle Ford
|
$128,870
|
|
Niobrara
|
24,204
|
|
Utica
|
2,238
|
|
Marcellus
|
13,736
|
|
Other
|
1,649
|
|
Total drilling and completion
|
170,697
|
|
Leasehold and seismic
|
27,268
|
|
Total
|
$197,965
|
•
|
Cash provided by operations and cash on hand.
Cash flows from operations are highly dependent on commodity prices. As such, we hedge a portion of our forecasted production to mitigate the risk of a decline in oil and gas prices.
|
•
|
Borrowings under our revolving credit facility.
At
April 30, 2014
, we had
no
borrowings outstanding and
$0.9 million
in letters of credit outstanding under the revolving credit facility, which reduce the amounts available under our revolving credit facility. The amount we are able to borrow with respect to the borrowing base of the revolving credit facility, which borrowing base is
$570.0 million
as of April 10, 2014, is subject to compliance with the financial covenants and other provisions of the credit agreement governing our revolving credit facility.
|
•
|
Asset sales.
In order to fund our capital expenditure plan, we may consider the sale of certain properties or assets that are not part of our core business or are no longer deemed essential to our future growth, provided we are able to sell such assets on terms that are acceptable to us.
|
•
|
Securities offerings.
As situations or conditions arise, we may choose to issue debt, equity or other instruments to supplement our cash flows. However, we may not be able to obtain such financing on terms that are acceptable to us, or at all.
|
•
|
Joint ventures.
Joint ventures with third parties through which such third parties fund a portion of our exploration activities to earn an interest in our exploration acreage or purchase a portion of interests, or both.
|
•
|
Lease purchase option arrangements.
Lease option agreements and land banking arrangements, such as those we have previously entered into in other plays.
|
•
|
Other sources.
We may consider sale/leaseback transactions of certain capital assets, such as our remaining pipelines and compressors, which are not part of our core oil and gas exploration and production business.
|
|
April-December 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and Thereafter
|
|
Total
|
|||||||
Long-term debt (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$604,425
|
|
$300,000
|
|
$904,425
|
|||
Interest on long-term debt (2)
|
63,194
|
|
|
74,444
|
|
|
74,444
|
|
|
74,444
|
|
|
74,347
|
|
|
45,000
|
|
|
405,873
|
|
Operating leases
|
1,243
|
|
|
1,792
|
|
|
1,770
|
|
|
1,770
|
|
|
1,770
|
|
|
6,194
|
|
|
14,539
|
|
Drilling and completion services (3)
|
21,017
|
|
|
9,892
|
|
|
1,165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,074
|
|
Pipeline volume commitments (3)
|
938
|
|
|
1,400
|
|
|
3,563
|
|
|
2,911
|
|
|
2,857
|
|
|
9,684
|
|
|
21,353
|
|
Asset retirement obligations and other (4)
|
7,566
|
|
|
10,672
|
|
|
5,890
|
|
|
2,351
|
|
|
936
|
|
|
7,192
|
|
|
34,607
|
|
Total Contractual Obligations
|
$93,958
|
|
$98,200
|
|
$86,832
|
|
$81,476
|
|
$684,335
|
|
$368,070
|
|
$1,412,871
|
|
(1)
|
Long-term debt consists of the principal amounts of the 8.625% Senior Notes due 2018, the 7.50% Senior Notes due 2020 and other long-term debt due 2018.
|
(2)
|
Cash payments for interest on the 8.625% Senior Notes due 2018, the 7.50% Senior Notes due 2020 and other long-term debt due 2018 are estimated assuming no principal repayments until the due dates of the instruments. No cash interest payments are assumed on the credit facility as there were no borrowings outstanding as of March 31, 2014.
|
(4)
|
Asset retirement obligations and other are based on estimates and assumptions that affect the reported amounts as of
March 31, 2014
. Certain of such estimates and assumptions are inherently unpredictable and will differ from actuals results. See
“
Note 2. Summary of Significant Accounting Policies - Use of Estimates
”
for further discussion of estimates and assumptions that may affect the reported amounts.
|
|
|
12 Month Average Realized Prices
|
|
Excess of cost center ceiling over net capitalized costs
|
|
Increase/(Decrease) in excess of cost center ceiling over net capitalized costs
|
||
Full Cost Pool Scenarios
|
|
Crude Oil ($/Bbl)
|
|
Natural Gas ($/Mcf)
|
|
(in millions)
|
|
(in millions)
|
March 31, 2014 Actual
|
|
$99.76
|
|
$3.26
|
|
$495
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Gas Price Sensitivity
|
|
|
|
|
|
|
|
|
Oil and Gas +10%
|
|
$109.59
|
|
$3.67
|
|
$732
|
|
$237
|
Oil and Gas -10%
|
|
$89.94
|
|
$2.85
|
|
$258
|
|
($237)
|
|
|
|
|
|
|
|
|
|
Oil Price Sensitivity
|
|
|
|
|
|
|
|
|
Oil +10%
|
|
$109.59
|
|
$3.26
|
|
$705
|
|
$210
|
Oil -10%
|
|
$89.94
|
|
$3.26
|
|
$285
|
|
($210)
|
|
|
|
|
|
|
|
|
|
Gas Price Sensitivity
|
|
|
|
|
|
|
|
|
Gas +10%
|
|
$99.76
|
|
$3.67
|
|
$522
|
|
$27
|
Gas -10%
|
|
$99.76
|
|
$2.85
|
|
$468
|
|
($27)
|
Counterparty
|
|
March 31, 2014
|
|
December 31, 2013
|
||
Credit Suisse
|
|
41
|
%
|
|
46
|
%
|
Wells Fargo
|
|
33
|
%
|
|
23
|
%
|
Societe Generale
|
|
26
|
%
|
|
31
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Period
|
|
Type of Contract
|
|
Volumes
(in Bbls/d)
|
|
Weighted
Average
Floor Price
($/Bbl)
|
|
Weighted
Average
Ceiling Price
($/Bbl)
|
|
Weighted
Average
Short Put Price
($/Bbl)
|
|
Weighted
Average
Put Spread
($/Bbl)
|
|
April - December 2014
|
|
Swaps
|
|
8,850
|
|
|
$92.53
|
|
|
|
|
|
|
|
|
Collars
|
|
3,000
|
|
|
$88.33
|
|
$104.26
|
|
|
|
|
|
|
Three-way collars
|
|
500
|
|
|
$85.00
|
|
$107.75
|
|
$65.00
|
|
$20.00
|
January - December 2015
|
|
Swaps
|
|
5,200
|
|
|
$91.44
|
|
|
|
|
|
|
|
|
Collars
|
|
700
|
|
|
$90.00
|
|
$100.65
|
|
|
|
|
|
|
Three-way collars
|
|
1,000
|
|
|
$85.00
|
|
$105.00
|
|
$65.00
|
|
$20.00
|
January - December 2016
|
|
Three-way collars
|
|
667
|
|
|
$85.00
|
|
$104.00
|
|
$65.00
|
|
$20.00
|
Period
|
|
Type of Contract
|
|
Volumes
(in MMBtu/d)
|
|
Weighted
Average
Floor Price
($/MMBtu)
|
|
Weighted
Average
Ceiling Price
($/MMBtu)
|
|
April - December 2014
|
|
Swaps
|
|
50,000
|
|
|
$4.10
|
|
|
|
|
Calls
|
|
10,000
|
|
|
|
|
$5.50
|
January - December 2015
|
|
Swaps
|
|
20,000
|
|
|
$4.27
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
*10.1
|
–
|
Form of Employee Performance Share Award Agreement (Officer) under the Incentive Plan of Carrizo Oil & Gas, Inc.
|
*31.1
|
–
|
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
–
|
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*32.1
|
–
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*32.2
|
–
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*101
|
–
|
Interactive Data Files
|
|
|
|
|
Carrizo Oil & Gas, Inc.
(Registrant)
|
|
|
|
|
|
|
Date:
|
May 7, 2014
|
|
By:
|
/s/ Paul F. Boling
|
|
|
|
Chief Financial Officer, Vice President, Secretary and Treasurer
(Principal Financial Officer)
|
|
|
|
|
|
|
Date:
|
May 7, 2014
|
|
By:
|
/s/ David L. Pitts
|
|
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
•
|
If the Company is ranked number 1, 200% of the Target Award
|
•
|
If the Company is ranked at the 75
th
percentile of the Peer Companies, including the Company, 150% of the Target Award
|
•
|
If the Company is ranked at the 50
th
percentile or median of the Peer Companies, including the Company, 100% of the Target Award
|
•
|
If the Company is ranked at the 25
th
percentile of the Peer Companies, including the Company, 50% of the Target Award
|
•
|
If the Company is ranked below the 25
th
percentile of the Peer Companies, including the Company, 0% of the Target Award
|
1.
|
I have reviewed this
quarterly report on Form 10-Q
of Carrizo Oil & Gas, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 7, 2014
|
/s/ S.P. Johnson, IV
|
|
|
S.P. Johnson, IV
President and Chief Executive Officer
|
1.
|
I have reviewed this
quarterly report on Form 10-Q
of Carrizo Oil & Gas, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 7, 2014
|
/s/ Paul F. Boling
|
|
|
Paul F. Boling
Chief Financial Officer, Vice President, Secretary and Treasurer
|
1.
|
the Company’s
Quarterly Report on Form 10-Q for the quarterly period
ended
March 31, 2014
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 7, 2014
|
/s/ S.P. Johnson, IV
|
|
|
S.P. Johnson, IV
President and Chief Executive Officer
|
1.
|
the Company’s
Quarterly Report on Form 10-Q for the quarterly period
ended
March 31, 2014
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 7, 2014
|
/s/ Paul F. Boling
|
|
|
Paul F. Boling
Chief Financial Officer, Vice President, Secretary and Treasurer
|