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): November 11, 2004
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-22915 76-0415919
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
14701 St. Mary's Lane
Suite 800
Houston, Texas 77079
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (281) 496-1352
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 November 11, 2004 concerning third 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 Exchange Act
of 1934, as amended. We discuss EBITDA, as defined in the press release, for the
quarters and nine months ended September 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 as adjusted 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 nine months ended September 30, 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 and the equity in the loss of Pinnacle Gas Resources, Inc.
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 November 11, 2004 Announcing Financial
Results for the Third Quarter of 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.
CARRIZO OIL & GAS, INC.
By: /s/ Paul F. Boling
------------------
Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Date: November 10, 2004
EXHIBIT INDEX
The following exhibit is furnished pursuant to Item 2.02:
99.1 Press Release, dated November 11, 2004, Announcing Financial Results for
the Third Quarter of 2004.