UNITED STATES
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): March 15, 2007
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Texas
|
|
000-22915
|
|
76-0415919 |
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
1000 Louisiana Street
Suite 1500
Houston, Texas
|
|
77002 |
| (Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number, including area code: (713) 328-1000
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
The press release dated March 15, 2007 announcing reserve, production and other operational
results of Carrizo Oil & Gas, Inc. (the “Company”) for the fourth quarter and full year 2006,
furnished as Exhibit 99.1 to this report, is incorporated by reference herein.
The press release by the Company dated March 20, 2007 concerning financial results for the
quarter and year ended December 31, 2006, furnished as Exhibit 99.2 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 Exchange Act of 1934, as
amended. We discuss EBITDA, as defined in the press release, on a total and a per share basis for
the quarters ended December 31, 2005 and 2006 and the years ended December 31, 2005 and 2006. 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 discuss net income excluding the non-cash after-tax items mark-to-market unrealized
gain on derivatives, stock compensation expense and bad debt expense on a total and a per share
basis for the quarter ended December 31, 2006. We also discuss net income excluding the non-cash
after-tax items mark-to-market unrealized gain, stock compensation expense, loss on early
extinguishment of debt and bad debt expense on a total and a per share basis for the year ended
December 31, 2006. We believe that this information will help investors compare results between
periods and identify operating trends that would otherwise be masked by the non-cash after-tax
items. The most comparable GAAP financial measure, net income, and information reconciling the
GAAP and non-GAAP measures were also included in the press release.
None of the information furnished in Item 2.02 and the accompanying exhibits 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 the Company 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 the Company, 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 the Company.
Item 9.01. Financial Statements and Exhibits.
2