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): May 10, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-29187-87 76-0415919
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
N/A
(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 May 10, 2005 concerning financial results for the quarter ended March 31,
2005, 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 March 31, 2004 and 2005. 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.
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 May 10, 2005 Announcing Financial
Results for the First Quarter 2005.
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: May 10, 2005
EXHIBIT INDEX
The following exhibit is furnished pursuant to Item 2.02:
99.1 Press Release dated May 10, 2005 Announcing Financial Results for the
First Quarter 2005.