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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K filed March 31, 2005
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
COMMISSION NO. 0-22915
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0415919
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1000 LOUISIANA STREET, SUITE 1500 77002
Houston, Texas (Zip code)
(Principal executive offices)
Registrant's telephone number, including area code: (713) 328-1000
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
Indicate by check mark whether the registrant is an accelerated filer.
YES [X] NO [ ]
At June 30, 2004, the aggregate market value of the registrant's Common
Stock held by non-affiliates of the registrant was approximately $159.4 million
based on the closing price of such stock on such date of $10.21.
At January 31, 2005, the number of shares outstanding of the registrant's
Common Stock was 22,456,007.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the Registrant's 2005 Annual
Meeting of Shareholders are incorporated by reference in Part III of this Form
10-K. Such definitive proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days subsequent to December 31, 2004.
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TABLE OF CONTENTS
PART I......................................................................... 3
Item 9A. Controls and Procedures........................................... 3
PART IV........................................................................ 7
Item 15. Exhibits and Financial Statement Schedules......................... 7
SIGNATURES..................................................................... 12
2
EXPLANATORY NOTE
This Amendment No. 1 (this "Amendment") to the Form 10-K of Carrizo Oil &
Gas, Inc. ("Carrizo," the "Company" or "We") for the year ended December 31,
2004 (the "Form 10-K"), which was originally filed on March 31, 2005, is being
filed to include "Management's Annual Report on Internal Control Over Financial
Reporting," required by Item 308(a) of Regulation S-K, and the related "Report
of the Registered Public Accounting Firm," required by Item 308(b) of Regulation
S-K. We amended Item 9A, "Controls and Procedures" to include these reports and
Item 15 to reflect the filing of the relevant exhibits with this Amendment. No
other sections were affected. In filing this Amendment, we are relying on the
extension for filing of these items provided in the Order of the SEC in Release
No. 34-50754.
This Amendment does not affect the original financial statements or
footnotes as originally filed. This amendment does not reflect events occurring
after the original filing of the Form 10-K and does not modify or update the
disclosures therein in any way other than as required to reflect the amendments
as described above and set forth below.
PART I
ITEM 9A. CONTROLS AND PROCEDURES
(a) DISCLOSURE CONTROLS AND PROCEDURES. We maintain disclosure controls and
procedures that are designed to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit to the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and reported
within the time periods specified by the Commission's rules and forms, and that
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. As described below under Management's Annual
Report on Internal Control over Financial Reporting, we identified a material
weakness in the Company's internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)). As a result of this material
weakness, our Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of the period covered by this Annual Report on Form 10-K/A,
the Company's disclosure controls and procedures were not effective. The Company
has outlined a number of initiatives, as discussed below under paragraph (b) of
this Item 9A, that it believes will remediate this material weakness in 2005.
The audit report of Pannell Kerr Forster of Texas, P.C., dated March 15,
2005, which was included in the Form 10-K, expressed an unqualified opinion on
our consolidated financial statements, and its assessment of Management's Annual
Report on Internal Control over Financial Reporting is included herein under
paragraph (d) of this Item 9A.
(b) MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING. Management, including the Company's Chief Executive Officer and Chief
Financial Officer, has the responsibility for establishing and maintaining
adequate internal control over financial reporting, as defined in Exchange Act
Rule 13a-15(f). Internal control over financial reporting is a process designed
by, or under the supervision of, the Company's principal executive and principal
financial officers, or persons performing similar functions and effected by the
Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America
("GAAP"). Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. In addition, projections of
any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate or insufficient because of changes in operating
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
A control deficiency exists when the design or operation of a control does
not allow management or employees, in the ordinary course of performing their
assigned functions, to prevent or detect misstatements on a timely basis. A
significant deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the Company's ability to initiate,
authorize, record, process, or report external financial data reliably in
accordance with GAAP, such that there is a more than remote likelihood that a
misstatement of the Company's annual or interim financial statements that is
more than inconsequential will not be prevented or detected. A material weakness
is a control deficiency, or combination of control deficiencies, that results in
more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected.
3
Management assessed internal control over financial reporting of the
Company and its subsidiary as of December 31, 2004. The Company's management
conducted its assessment in accordance with the Internal Control -- Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"):
CLOSING CYCLE
Upon completion of the Company's Sarbanes-Oxley Compliance assessment, the
Company identified the following control deficiencies present in its closing
cycle.
o The accounting system is a manually intensive system, requiring the
extensive use of spreadsheets to accumulate data and prepare the
underlying support for reconciliations, account analysis and routine
journal entries, all of which increases the review time and chance for
error.
o The current vacancy on the accounting staff for a financial reporting
director, partially remedied by reliance upon independent financial
reporting consultants for review of critical accounting areas and
disclosures and material non-standard transactions.
As described below, when considered in the aggregate, these deficiencies
constituted a material weakness over the effectiveness of detection and
monitoring controls over the financial statement close process. These
deficiencies ultimately affect the accuracy of our financial statement reporting
and disclosures. As a result, management has concluded that our internal
-------------------------------------------------------------
controls over financial reporting were not effective as of December 31, 2004.
--------------------------------------------------------------------------------
The Company had previously noted conditions related to the sufficiency of review
applied to the financial statement closing process in connection with the
finalization of its 2003 financial statements.
The manual year-end closing processes were performed substantially by our
accounting and finance staff, with some reliance on contract professionals and
financial reporting consultants. The combination of our manual, review intensive
accounting system and the absence of a financial reporting director placed
greater burdens of detailed reviews upon our middle and upper-level accounting
professionals which, in turn compromised the level of their qualitative review
of the financial statements and disclosures in the time available. These review
procedures are an important component of our controls surrounding the closing
process. As a result, we believe that the lack of a financial reporting
director, the greater demands on the time of our accounting staff and their
overall workload resulted in inadequate staffing, supervision and financial
reporting expertise in our accounting department, which constituted a material
weakness in our internal controls as of December 31, 2004.
Accordingly, in connection with its audit of our 2004 financial results,
Pannell Kerr Forster of Texas, P.C. ("PKF"), our independent registered public
accounting firm, detected a number of errors and/or omissions, none of which
were material, individually or in aggregate, but were an indication that the
aforementioned material weakness was present at December 31, 2004, increasing
the likelihood to more than remote that a material misstatement of the Company's
annual or interim financial statements will not be prevented or detected. The
most notable of these errors related to stock based compensation expense and
related footnote disclosures. Correcting adjustments were recorded by the
Company prior to the finalization of its 2004 financial statements. The Company
has implemented procedures to prevent these specific errors from occurring in
the future. However, the additional initiatives (outline below), are needed to
remediate the material weakness in our internal controls, and thus lower the
risk level to remote of other potential material errors or omissions.
While there can be no assurance in this regard, we expect that the
following initiatives will eliminate this material weakness in 2005: (1)
increasing the level of our professional accounting staff, including the
successful placement of a financial reporting professional (recruiting efforts
were begun in the second half of 2004), (2) expanding the use of independent
reviews by outside financial reporting experts during the vacancy of our
financial reporting position, and (3) completing our transition to a new
fully-integrated accounting software system (data conversion began in 2004) to
automate processes and improve qualitative reviews. Until these initiatives are
fully implemented, we will continue to rely on manual processes and require
additional commitment of resources to the closing process to produce our
financial records and reports. We have discussed this material weakness and our
remediation steps with our Audit Committee.
4
PKF has issued its own attestation report on management's assessment of the
effectiveness of internal control over financial reporting as of December 31,
2004, which is filed herewith.
(c) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not
been any changes in the Company's internal control over financial reporting
during the fiscal quarter ended December 31, 2004 that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting. As described above in paragraph (b) of this Item 9A
under Management's Annual Report on Internal Control over Financial Reporting,
the Company identified a material weakness in the Company's internal control
over financial reporting and has described a number of planned changes to its
internal control over financial reporting during 2005 designed to remediate this
weakness.
(d) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Board of Directors and Shareholders
Carrizo Oil & Gas, Inc.
Houston, Texas
We have audited management's assessment, included in the accompanying
Management's Annual Report on Internal Control Over Financial Reporting
appearing under Item 9A, that Carrizo Oil & Gas, Inc. did not maintain effective
internal control over financial reporting as of December 31, 2004, because of
the effect of the material weakness identified in management's assessment, based
on criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America. A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles in the United States of
America, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. A material weakness has been identified and included in
management's assessment of internal control over financial reporting. Management
has identified the following internal control deficiencies that when considered
in the aggregate constitute a material weakness in the effectiveness of
detection and monitoring controls over the financial statement close process:
o The accounting system is a manually intensive system, requiring the
extensive use of spreadsheets to accumulate data and prepare the
underlying support for reconciliations, account analysis and routine
journal entries, all of which increases the review time and chance for
error.
5
o The current vacancy on the accounting staff for a financial reporting
director, partially remedied by reliance upon independent financial
reporting consultants for review of critical accounting areas and
disclosures and material non-standard transactions.
This material weakness manifested itself through several accounting
adjustments to the consolidated financial statements and disclosures for the
year ended December 31, 2004, the most notable of which relate to stock based
compensation and related disclosures.
These accounting adjustments individually and in the aggregate were not
deemed to be material to the consolidated financial statements taken as a whole
but were an indication that the aforementioned material weakness was present at
December 31, 2004, increasing the likelihood to more than remote that a material
misstatement of the Company's annual or interim financial statements will not be
prevented or detected.
This material weakness was considered in determining the nature, timing,
and extent of audit tests applied in our audit of the consolidated financial
statements as of and for the year ended December 31, 2004, of the Company and
this report does not affect our report dated March 15, 2005 on such financial
statements.
In our opinion, management's assessment that Carrizo Oil & Gas, Inc. did
not maintain effective internal control over financial reporting as of December
31, 2004 is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by COSO. Also, in
our opinion, because of the effect of the material weakness described above on
the achievement of the objectives of the control criteria, Carrizo Oil & Gas,
Inc. has not maintained effective internal control over financial reporting as
of December 31, 2004, based on criteria established in Internal
Control--Integrated Framework issued by COSO.
We do not express an opinion or any other form of assurance on management's
statement referring to the effectiveness of the process instituted to remediate
the material weakness.
/s/ Pannell Kerr Forster of Texas, P.C.
---------------------------------------
Pannell Kerr Forster of Texas, P.C.
Houston, Texas
May 2, 2005
The information contained in this Annual Report on Form 10-K/A includes
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934. These statements include, among other
things, statements regarding the Company's initiatives designed to eliminate a
material weakness in the Company's internal control over financial reporting by
increasing the level of the Company's professional accounting staff, hiring a
financial reporting professional, expanding the use of independent reviews of
outside financial reporting experts and implementing a new fully-integrated
accounting software system and the results of these initiatives. Any statement
that is not a historical fact is a forward-looking statement. These
forward-looking statements are subject to certain risks, uncertainties and
assumptions as disclosed from time to time in the Company's filings with the
Securities and Exchange Commission, including the actual results of these
initiatives, availability of a qualified workforce to fill our accounting
positions, completion of the implementation of our new accounting software
system and the results of audits and assessments. As a result of these factors,
actual results may differ materially from those indicated or implied by such
forward-looking statements.
6
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A)(1) FINANCIAL STATEMENTS
See Index to the Consolidated Financial Statements and Supplementary
Information immediately following the signature page of the Form 10-K as
originally filed.
(A)(2) FINANCIAL STATEMENT SCHEDULES
All schedules and other statements for which provision is made in the
applicable regulations of the Commission have been omitted because they are not
required under the relevant instructions or are inapplicable.
(A)(3) EXHIBITS
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -------------------------------------------------------------------
+2.1 -- Combination Agreement by and among the Company, Carrizo Production,
Inc., Encinitas Partners Ltd., La Rosa Partners Ltd., Carrizo Partners
Ltd., Paul B. Loyd, Jr., Steven A. Webster, S.P. Johnson IV, Douglas
A.P. Hamilton and Frank A. Wojtek dated as of June 6, 1998
(Incorporated herein by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-29187)).
+3.1 -- Amended and Restated Articles of Incorporation of the Company
(Incorporated herein by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998).
+3.2 -- Amended and Restated Bylaws of the Company, as amended by Amendment
No. 1 (Incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form 8-A (Registration No.
000-22915), Amendment No. 2 (Incorporated herein by reference to
Exhibit 3.2 to the Company's Current Report on Form 8-K dated December
15, 1999) and Amendment No. 3 (Incorporated herein by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K dated February
20, 2002).
+10.1 -- Amendment No. 1 to the Letter Agreement Regarding Participation in the
Company's 2001 Seismic and Acreage Program, dated June 1, 2001
(Incorporated herein by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
+10.2 -- Amended and Restated Incentive Plan of the Company effective as of
February 17, 2000 (Incorporated herein by reference to Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000).
+10.3 -- Amendment No. 1 to the Amended and Restated Incentive Plan of the
Company (Incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2002).
+10.4 -- Amendment No. 2 to the Amended and Restated Incentive Plan of the
Company (Incorporated herein by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2002).
+10.5 -- Amendment No. 3 to the Amended and Restated Incentive Plan of the
Company (Incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated April 21, 2003).
+10.6 -- Amendment No. 4 to the Amended and Restated Incentive Plan of the
Company (incorporated herein by reference to Appendix B to the
7
Company's Proxy Statement dated April 26, 2004).
+10.7 -- Employment Agreement between the Company and S.P. Johnson IV
(Incorporated herein by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-29187)).
+10.8 -- Employment Agreement between the Company and Kendall A. Trahan
(Incorporated herein by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (Registration No. 333-29187)).
+10.9 -- Employment Agreement between the Company and J. Bradley Fisher
(Incorporated herein by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-2 (Registration No. 333-111475)).
+10.10 -- Employment Agreement between the Company and Paul F. Boling
(Incorporated herein by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-2 (Registration No. 333-111475)).
+10.11 -- Form of Indemnification Agreement between the Company and each of its
directors and executive officers (Incorporated herein by reference to
Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
+10.12 -- S Corporation Tax Allocation, Payment and Indemnification Agreement
among the Company and Messrs. Loyd, Webster, Johnson, Hamilton and
Wojtek (Incorporated herein by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1 (Registration No.
333-29187)).
+10.13 -- S Corporation Tax Allocation, Payment and Indemnification Agreement
among Carrizo Production, Inc. and Messrs. Loyd, Webster, Johnson,
Hamilton and Wojtek (Incorporated herein by reference to Exhibit 10.9
to the Company's Registration Statement on Form S-1 (Registration No.
333-29187)).
+10.14 -- Form of Amendment to Executive Officer Employment Agreement.
(Incorporated herein by reference to Exhibit 99.3 to the Company's
Current Report on Form 8-K dated January 8, 1998).
+10.15 -- Securities Purchase Agreement dated December 15, 1999 among the
Company, CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B.
Loyd Jr., Douglas A. P. Hamilton and Steven A. Webster (Incorporated
herein by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K dated December 15, 1999).
+10.16 -- First Amendment to Securities Purchase Agreement dated as of June 7,
2004 among Carrizo Oil & Gas, Inc., Steelhead Investments Ltd.,
Douglas A.P. Hamilton, Paul B. Loyd, Jr., Steven A. Webster and Mellon
Ventures, L.P. (incorporated herein by reference to Exhibit 99.1 to
the Company's Current Report on Form 8-K filed on June 10, 2004).
+10.17 -- Form of Amended and Restated 9% Senior Subordinated Note due 2008
(incorporated herein by reference to Exhibit 99.2 to the Company's
Current Report on Form 8-K filed on June 10, 2004).
+10.18 -- Second Amendment to Securities Purchase Agreement dated as of October
29, 2004 among Carrizo Oil & Gas, Inc. and the Investors named therein
(incorporated herein by reference to Exhibit 10.7 to the Company's
Current Report on Form 8-K filed on November 3, 2004).
+10.19 -- Shareholders Agreement dated December 15, 1999 among the Company,
CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B. Loyd Jr.,
Douglas A. P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A.
Wojtek and DAPHAM Partnership, L.P. (Incorporated herein by reference
to Exhibit 99.2 to the Company's Current Report on Form 8-K dated
December 15, 1999).
+10.20 -- First Amendment to Shareholders Agreement dated as of December 15,
1999 by and among Carrizo Oil & Gas, Inc, J.P. Morgan Partners (23A
SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek,
Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM
Partnership, L.P. dated April 21, 2004 (incorporated herein by
reference to Exhibit 32 to the Schedule 13D/A filed by Paul B. Loyd,
8
Jr. on May 27, 2004).
+10.21 -- Second Amendment to Shareholders Agreement dated as of December 15,
1999 by and among Carrizo Oil & Gas, Inc., J.P. Morgan Partners (23A
SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek
and Steven A. Webster dated June 7, 2004 (incorporated herein by
reference to Exhibit 99.4 to the Company's Current Report on Form 8-K
filed on June 10, 2004).
+10.22 -- Registration Rights Agreement dated December 15, 1999 among the
Company, CB Capital Investors, L.P. and Mellon Ventures, L.P.
(Incorporated herein by reference to Exhibit 99.4 to the Company's
Current Report on Form 8-K dated December 15, 1999).
+10.23 -- Amended and Restated Registration Rights Agreement dated December 15,
1999 among the Company, Paul B. Loyd Jr., Douglas A. P. Hamilton,
Steven A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM
Partnership, L.P. (Incorporated herein by reference to Exhibit 99.5 to
the Company's Current Report on Form 8-K dated December 15, 1999).
+10.24 -- Form of Amendment to Executive Officer Employment Agreement
(Incorporated herein by reference to Exhibit 99.7 to the Company's
Current Report on Form 8-K dated December 15, 1999).
+10.25 -- Form of Amendment to Director Indemnification Agreement
(Incorporated herein by reference to Exhibit 99.8 to the Company's
Current Report on Form 8-K dated December 15, 1999).
+10.26 -- Purchase and Sale Agreement by and between Rocky Mountain Gas, Inc.
and CCBM, Inc., dated June 29, 2001 (Incorporated herein by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001).
+10.27 -- Securities Purchase Agreement dated February 20, 2002 among the
Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated
herein by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K dated February 20, 2002).
+10.28 -- Warrant Agreement dated February 20, 2002 among the Company, Mellon
Ventures, L.P. and Steven A. Webster (including Warrant Certificate)
(Incorporated herein by reference to Exhibit 99.4 to the Company's
Current Report on Form 8-K dated February 20, 2002).
+10.29 -- Registration Rights Agreement dated February 20, 2002 among the
Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated
herein by reference to Exhibit 99.5 to the Company's Current Report on
Form 8-K dated February 20, 2002).
+10.30 -- Form of Amendment to Executive Officer Employment Agreement
(Incorporated herein by reference to Exhibit 99.7 to the Company's
Current Report on Form 8-K dated February 20, 2002).
+10.31 -- Form of Amendment to Director Indemnification Agreement
(Incorporated herein by reference to Exhibit 99.8 to
the Company's Current Report on Form 8-K dated February 20, 2002).
+10.32 -- Contribution and Subscription Agreement dated June 23, 2003 by and
among Pinnacle Gas Resources, Inc., CCBM, Inc., Rocky Mountain Gas,
Inc. and the CSFB Parties listed therein (Incorporated herein by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003).
+10.33 -- Transition Services Agreement dated June 23, 2003 by and between the
Company and Pinnacle Gas Resources, Inc. (Incorporated herein by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003).
+10.34 -- Second Amended and Restated Credit Agreement dated as of September 30,
2004 by and among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia
National Bank, as Agent, Union Bank of California, N.A., as co-agent,
and Hibernia National Bank and Union Bank of California, N.A., as
lenders (incorporated herein by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on October 6, 2004).
+10.35 -- First Amendment to Second Amended and Restated Credit Agreement dated
9
as of October 29, 2004 among Carrizo Oil & Gas, Inc., CCBM, Inc.,
Hibernia National Bank and Union Bank of California, N.A.
(incorporated herein by reference to Exhibit 10.6 to the Company's
Current Report on Form 8-K filed on November 3, 2004).
+10.36 -- Commercial Guaranty made and entered into as of September 30, 2004 by
CCBM, Inc. in favor of Hibernia National Bank, as agent (incorporated
herein by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed on October 6, 2004).
+10.37 -- Amended and Restated Stock Pledge and Security Agreement dated and
effective as of September 30, 2004 by Carrizo Oil & Gas, Inc. in favor
of Hibernia National Bank, as agent (incorporated herein by reference
to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on
October 6, 2004).
+10.38 -- Note Purchase Agreement dated as of October 29, 2004 among Carrizo
Oil & Gas, Inc., the Purchasers named therein and PCRL Investments
L.P., as collateral agent (incorporated herein by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed on November 3,
2004).
+10.39 -- Form of 10% Senior Subordinated Secured Note due 2008 (incorporated
herein by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed on November 3, 2004).
+10.40 -- Stock Pledge and Security Agreement dated as of October 29, 2004 by
Carrizo Oil & Gas, Inc. in favor of PCRL Investments L.P., as
collateral agent (incorporated herein by reference to Exhibit 10.3 to
the Company's Current Report on Form 8-K filed on November 3, 2004).
+10.41 -- Commercial Guaranty dated as of October 29, 2004 by CCBM, Inc. in
favor of PCRL Investments L.P., guarantying the indebtedness of
Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit
10.4 to the Company's Current Report on Form 8-K filed on November 3,
2004).
+10.42 -- Registration Rights Agreement dated as of October 29, 2004 among
Carrizo Oil & Gas, Inc. and the Investors named therein (incorporated
herein by reference to Exhibit 10.5 to the Company's Current Report on
Form 8-K filed on November 3, 2004).
*10.43 -- Form of Stock Option Award Agreement.
+10.44 -- Employment Agreement between the Company and Gregory E. Evans dated,
March 21, 2005 (incorporated herein by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on March 22, 2005).
*10.45 -- Director Compensation.
*10.46 -- Base Salaries and 2004 Annual Bonuses for certain Executive Officers.
*21.1 -- Subsidiaries of the Company.
*23.1 -- Consent of Pannell Kerr Forster of Texas, P.C.
*23.2 -- Consent of Ernst & Young LLP.
*23.3 -- Consent of Ryder Scott Company Petroleum Engineers.
*23.4 -- Consent of Fairchild & Wells, Inc.
*23.5 -- Consent of DeGolyer and MacNaughton.
23.6 -- Consent of Pannell Kerr Forster of Texas, P.C.
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.
*99.1 -- Summary of Reserve Report of Ryder Scott Company Petroleum
Engineers as of December 31, 2004.
*99.2 -- Summary of Reserve Report of Fairchild & Wells, Inc. as of December
31, 2004.
*99.3 -- Summary of Reserve Report of DeGolyer and MacNaughton as of
10
December 31, 2004.
----------
+........Incorporated by reference as indicated.
*........Previously filed as an exhibit to the 10-K.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CARRIZO OIL & GAS, INC.
By: /s/ PAUL F. BOLING
------------------
Name: Paul F. Boling
Title: Chief Financial Officer, Vice
President, Secretary and
Treasurer
Date: May 2, 2005
12
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -------------------------------------------------------------------
+2.1 -- Combination Agreement by and among the Company, Carrizo Production,
Inc., Encinitas Partners Ltd., La Rosa Partners Ltd., Carrizo Partners
Ltd., Paul B. Loyd, Jr., Steven A. Webster, S.P. Johnson IV, Douglas
A.P. Hamilton and Frank A. Wojtek dated as of June 6, 1998
(Incorporated herein by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-29187)).
+3.1 -- Amended and Restated Articles of Incorporation of the Company
(Incorporated herein by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998).
+3.2 -- Amended and Restated Bylaws of the Company, as amended by Amendment
No. 1 (Incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form 8-A (Registration No.
000-22915), Amendment No. 2 (Incorporated herein by reference to
Exhibit 3.2 to the Company's Current Report on Form 8-K dated December
15, 1999) and Amendment No. 3 (Incorporated herein by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K dated February
20, 2002).
+10.1 -- Amendment No. 1 to the Letter Agreement Regarding Participation in the
Company's 2001 Seismic and Acreage Program, dated June 1, 2001
(Incorporated herein by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
+10.2 -- Amended and Restated Incentive Plan of the Company effective as of
February 17, 2000 (Incorporated herein by reference to Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000).
+10.3 -- Amendment No. 1 to the Amended and Restated Incentive Plan of the
Company (Incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2002).
+10.4 -- Amendment No. 2 to the Amended and Restated Incentive Plan of the
Company (Incorporated herein by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2002).
+10.5 -- Amendment No. 3 to the Amended and Restated Incentive Plan of the
Company (Incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated April 21, 2003).
+10.6 -- Amendment No. 4 to the Amended and Restated Incentive Plan of the
Company (incorporated herein by reference to Appendix B to the
Company's Proxy Statement dated April 26, 2004).
+10.7 -- Employment Agreement between the Company and S.P. Johnson IV
(Incorporated herein by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-29187)).
+10.8 -- Employment Agreement between the Company and Kendall A. Trahan
(Incorporated herein by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (Registration No. 333-29187)).
+10.9 -- Employment Agreement between the Company and J. Bradley Fisher
(Incorporated herein by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-2 (Registration No. 333-111475)).
+10.10 -- Employment Agreement between the Company and Paul F. Boling
(Incorporated herein by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-2 (Registration No. 333-111475)).
+10.11 -- Form of Indemnification Agreement between the Company and each of its
directors and executive officers (Incorporated herein by reference to
Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year
13
ended December 31, 1998).
+10.12 -- S Corporation Tax Allocation, Payment and Indemnification Agreement
among the Company and Messrs. Loyd, Webster, Johnson, Hamilton and
Wojtek (Incorporated herein by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1 (Registration No.
333-29187)).
+10.13 -- S Corporation Tax Allocation, Payment and Indemnification Agreement
among Carrizo Production, Inc. and Messrs. Loyd, Webster, Johnson,
Hamilton and Wojtek (Incorporated herein by reference to Exhibit 10.9
to the Company's Registration Statement on Form S-1 (Registration No.
333-29187)).
+10.14 -- Form of Amendment to Executive Officer Employment Agreement.
(Incorporated herein by reference to Exhibit 99.3 to the Company's
Current Report on Form 8-K dated January 8, 1998).
+10.15 -- Securities Purchase Agreement dated December 15, 1999 among the
Company, CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B.
Loyd Jr., Douglas A. P. Hamilton and Steven A. Webster (Incorporated
herein by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K dated December 15, 1999).
+10.16 -- First Amendment to Securities Purchase Agreement dated as of June 7,
2004 among Carrizo Oil & Gas, Inc., Steelhead Investments Ltd.,
Douglas A.P. Hamilton, Paul B. Loyd, Jr., Steven A. Webster and Mellon
Ventures, L.P. (incorporated herein by reference to Exhibit 99.1 to
the Company's Current Report on Form 8-K filed on June 10, 2004).
+10.17 -- Form of Amended and Restated 9% Senior Subordinated Note due 2008
(incorporated herein by reference to Exhibit 99.2 to the Company's
Current Report on Form 8-K filed on June 10, 2004).
+10.18 -- Second Amendment to Securities Purchase Agreement dated as of October
29, 2004 among Carrizo Oil & Gas, Inc. and the Investors named therein
(incorporated herein by reference to Exhibit 10.7 to the Company's
Current Report on Form 8-K filed on November 3, 2004).
+10.19 -- Shareholders Agreement dated December 15, 1999 among the Company,
CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B. Loyd Jr.,
Douglas A. P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A.
Wojtek and DAPHAM Partnership, L.P. (Incorporated herein by reference
to Exhibit 99.2 to the Company's Current Report on Form 8-K dated
December 15, 1999).
+10.20 -- First Amendment to Shareholders Agreement dated as of December 15,
1999 by and among Carrizo Oil & Gas, Inc, J.P. Morgan Partners (23A
SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek,
Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM
Partnership, L.P. dated April 21, 2004 (incorporated herein by
reference to Exhibit 32 to the Schedule 13D/A filed by Paul B. Loyd,
Jr. on May 27, 2004).
+10.21 -- Second Amendment to Shareholders Agreement dated as of December 15,
1999 by and among Carrizo Oil & Gas, Inc., J.P. Morgan Partners (23A
SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek
and Steven A. Webster dated June 7, 2004 (incorporated herein by
reference to Exhibit 99.4 to the Company's Current Report on Form 8-K
filed on June 10, 2004).
+10.22 -- Registration Rights Agreement dated December 15, 1999 among the
Company, CB Capital Investors, L.P. and Mellon Ventures, L.P.
(Incorporated herein by reference to Exhibit 99.4 to the Company's
Current Report on Form 8-K dated December 15, 1999).
+10.23 -- Amended and Restated Registration Rights Agreement dated December 15,
1999 among the Company, Paul B. Loyd Jr., Douglas A. P. Hamilton,
Steven A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM
Partnership, L.P. (Incorporated herein by reference to Exhibit 99.5 to
the Company's Current Report on Form 8-K dated December 15, 1999).
14
+10.24 -- Form of Amendment to Executive Officer Employment Agreement
(Incorporated herein by reference to Exhibit 99.7 to the Company's
Current Report on Form 8-K dated December 15, 1999).
+10.25 -- Form of Amendment to Director Indemnification Agreement
(Incorporated herein by reference to Exhibit 99.8 to the Company's
Current Report on Form 8-K dated December 15, 1999).
+10.26 -- Purchase and Sale Agreement by and between Rocky Mountain Gas, Inc.
and CCBM, Inc., dated June 29, 2001 (Incorporated herein by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001).
+10.27 -- Securities Purchase Agreement dated February 20, 2002 among the
Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated
herein by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K dated February 20, 2002).
+10.28 -- Warrant Agreement dated February 20, 2002 among the Company, Mellon
Ventures, L.P. and Steven A. Webster (including Warrant Certificate)
(Incorporated herein by reference to Exhibit 99.4 to the Company's
Current Report on Form 8-K dated February 20, 2002).
+10.29 -- Registration Rights Agreement dated February 20, 2002 among the
Company, Mellon Ventures, L.P. and Steven A. Webster (Incorporated
herein by reference to Exhibit 99.5 to the Company's Current Report on
Form 8-K dated February 20, 2002).
+10.30 -- Form of Amendment to Executive Officer Employment Agreement
(Incorporated herein by reference to Exhibit 99.7 to the Company's
Current Report on Form 8-K dated February 20, 2002).
+10.31 -- Form of Amendment to Director Indemnification Agreement
(Incorporated herein by reference to Exhibit 99.8 to
the Company's Current Report on Form 8-K dated February 20, 2002).
+10.32 -- Contribution and Subscription Agreement dated June 23, 2003 by and
among Pinnacle Gas Resources, Inc., CCBM, Inc., Rocky Mountain Gas,
Inc. and the CSFB Parties listed therein (Incorporated herein by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003).
+10.33 -- Transition Services Agreement dated June 23, 2003 by and between the
Company and Pinnacle Gas Resources, Inc. (Incorporated herein by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003).
+10.34 -- Second Amended and Restated Credit Agreement dated as of September 30,
2004 by and among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia
National Bank, as Agent, Union Bank of California, N.A., as co-agent,
and Hibernia National Bank and Union Bank of California, N.A., as
lenders (incorporated herein by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on October 6, 2004).
+10.35 -- First Amendment to Second Amended and Restated Credit Agreement dated
as of October 29, 2004 among Carrizo Oil & Gas, Inc., CCBM, Inc.,
Hibernia National Bank and Union Bank of California, N.A.
(incorporated herein by reference to Exhibit 10.6 to the Company's
Current Report on Form 8-K filed on November 3, 2004).
+10.36 -- Commercial Guaranty made and entered into as of September 30, 2004 by
CCBM, Inc. in favor of Hibernia National Bank, as agent (incorporated
herein by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed on October 6, 2004).
+10.37 -- Amended and Restated Stock Pledge and Security Agreement dated and
effective as of September 30, 2004 by Carrizo Oil & Gas, Inc. in favor
of Hibernia National Bank, as agent (incorporated herein by reference
to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on
October 6, 2004).
+10.38 -- Note Purchase Agreement dated as of October 29, 2004 among Carrizo
Oil & Gas, Inc., the Purchasers named therein and PCRL Investments
L.P., as collateral agent (incorporated herein by reference to Exhibit
15
10.1 to the Company's Current Report on Form 8-K filed on November 3,
2004).
+10.39 -- Form of 10% Senior Subordinated Secured Note due 2008 (incorporated
herein by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed on November 3, 2004).
+10.40 -- Stock Pledge and Security Agreement dated as of October 29, 2004 by
Carrizo Oil & Gas, Inc. in favor of PCRL Investments L.P., as
collateral agent (incorporated herein by reference to Exhibit 10.3 to
the Company's Current Report on Form 8-K filed on November 3, 2004).
+10.41 -- Commercial Guaranty dated as of October 29, 2004 by CCBM, Inc. in
favor of PCRL Investments L.P., guarantying the indebtedness of
Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit
10.4 to the Company's Current Report on Form 8-K filed on November 3,
2004).
+10.42 -- Registration Rights Agreement dated as of October 29, 2004 among
Carrizo Oil & Gas, Inc. and the Investors named therein (incorporated
herein by reference to Exhibit 10.5 to the Company's Current Report on
Form 8-K filed on November 3, 2004).
*10.43 -- Form of Stock Option Award Agreement.
+10.44 -- Employment Agreement between the Company and Gregory E. Evans dated,
March 21, 2005 (incorporated herein by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on March 22, 2005).
*10.45 -- Director Compensation.
*10.46 -- Base Salaries and 2004 Annual Bonuses for certain Executive Officers.
*21.1 -- Subsidiaries of the Company.
*23.1 -- Consent of Pannell Kerr Forster of Texas, P.C.
*23.2 -- Consent of Ernst & Young LLP.
*23.3 -- Consent of Ryder Scott Company Petroleum Engineers.
*23.4 -- Consent of Fairchild & Wells, Inc.
*23.5 -- Consent of DeGolyer and MacNaughton.
23.6 -- Consent of Pannell Kerr Forster of Texas, P.C.
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.
*99.1 -- Summary of Reserve Report of Ryder Scott Company Petroleum
Engineers as of December 31, 2004.
*99.2 -- Summary of Reserve Report of Fairchild & Wells, Inc. as of December
31, 2004.
*99.3 -- Summary of Reserve Report of DeGolyer and MacNaughton as of
December 31, 2004.
----------
+........Incorporated by reference as indicated.
*........Previously filed as an exhibit to the 10-K.
16