SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 16, 2004
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-22915 76-0415919
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
14701 ST. MARY'S LANE
SUITE 800
HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (281) 496-1352
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The following information is furnished under Item 12 of Form 8-K
(Results of Operations and Financial Condition).
Our press release dated August 16, 2004 concerning second quarter 2004
financial results, furnished as Exhibit 99.1 to this report, is incorporated by
reference herein. The press release contains measures which may be deemed
"non-GAAP financial measures" as defined in Item 10 of Regulation S-K of the
Securities Act of 1934, as amended. We discuss EBITDA, as defined in the press
release, for the quarters and six months ended June 30, 2003 and 2004. The most
comparable GAAP financial measure, net income, and information reconciling the
GAAP and non-GAAP measures were also included in the press release. We believe
that EBITDA, as defined, may provide additional information about our ability to
meet our future requirements for debt service, capital expenditures and working
capital. EBITDA, as defined, is a financial measure commonly used in the oil and
natural gas industry and should not be considered in isolation or as a
substitute for net income, operating income, cash flows from operating
activities or any other measure of financial performance presented in accordance
with generally accepted accounting principles or as a measure of a company's
profitability or liquidity. Because EBITDA, as defined, excludes some, but not
all, items that affect net income, the EBITDA presented in the press release may
not be comparable to similarly titled measures of other companies. We also
discuss net income excluding the non-cash after-tax items stock option
compensation expense and equity in the loss of Pinnacle Gas Resources, Inc. for
the quarter and six months ended June 30, 2004. The most comparable GAAP
financial measure, net income, and information reconciling the GAAP and non-GAAP
measures were also included in the press release. We believe that this
information will help investors compare results between periods and identify
operating trends that would otherwise be masked by the stock option compensation
expense and the equity in the loss of Pinnacle Gas Resources, Inc.
None of the information furnished in Item 12 and the accompanying
exhibit will be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor will it be incorporated by reference into
any registration statement filed by Carrizo Oil & Gas under the Securities Act
of 1933, as amended, unless specifically identified therein as being
incorporated therein by reference. The furnishing of the information in this
report is not intended to, and does not, constitute a determination or admission
by Carrizo Oil & Gas, that the information in this report is material or
complete, or that investors should consider this information before making an
investment decision with respect to any security of Carrizo Oil & Gas.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARRIZO OIL & GAS, INC.
By: /s/ Paul F. Boling
----------------------------------
Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Date: August 16, 2004
3
EXHIBIT INDEX
The following exhibit is furnished pursuant to Item 12:
Exhibit
Number Description
------ -----------
99.1 Press Release, dated August 16, 2004, Announcing
Financial Results for the Second Quarter of 2004.
4