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 16, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-29187-87 76-0415919
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The press release by Carrizo Oil & Gas, Inc. (the "Company" or
"we") dated March 16, 2005 concerning financial results for the quarter and year
ended December 31, 2004, 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 Exchange Act of 1934, as amended. We discuss EBITDA, as
defined in the press release, for the quarters ended and years ended December
31, 2003 and 2004. We also discuss EBITDA, as defined, excluding impact from
specified general and administrative expenses for the quarter and year ended
December 31, 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 believe EBITDA, as defined, excluding
impact from specified general and administrative expenses helps investors
compare results between periods that would otherwise be masked by unusual
general and administrative costs. We also discuss net income as adjusted
excluding the non-cash after-tax items stock option compensation expense and
equity in the loss of Pinnacle Gas Resources, Inc. and specified general and
administrative costs for the quarter and year ended December 31, 2004. The most
comparable GAAP financial measure, net income, and information reconciling the
GAAP and non-GAAP measures are 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, the equity in the loss of Pinnacle Gas Resources, Inc. and
the specified general and administrative costs.
None of the information furnished in Item 2.02 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 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.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release dated March 16, 2005 Announcing Financial
Results for the Fourth Quarter and Year 2004.
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: March 16, 2005
EXHIBIT INDEX
The following exhibit is furnished pursuant to Item 2.02:
99.1 Press Release dated March 16, 2005 Announcing Financial Results for
the Fourth Quarter and Year 2004.