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
20, 2006
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
000-29187-87
|
76-0415919
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
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 20, 2006 concerning financial results for the quarter and year ended
December 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, on a total and a per share basis for the quarters
ended December 31, 2004 and 2005 and the years ended December 31, 2004
and 2005. 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 EBITDA excluding general and administrative expenses
related to an integrated software migration project on a total and a per share
basis for the quarter and year ended December 31, 2005.] We discuss net
income excluding the non-cash after-tax items stock option compensation benefit,
equity in the income of Pinnacle Gas Resources, Inc. (“Pinnacle”) [and after-tax
impact of general and administrative expenses related to an integrated software
migration project] on a total and a per share basis for the quarter ended
December 31, 2005. We also discuss net income excluding the non-cash
after-tax items stock option compensation expense, loss on early extinguishment
of long-term debt, equity in the loss of Pinnacle [and after-tax impact of
general and administrative expenses related to an integrated software migration
project] on a total and a per share basis for the year ended December 31,
2005. 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 and the software migration project. 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 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 20, 2006 Announcing Financial Results for the
Fourth Quarter and Full Year 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: March
20, 2006
EXHIBIT
INDEX
The
following exhibit is furnished pursuant to Item 2.02:
|
99.1
|
Press
Release dated March 20, 2006 Announcing Financial Results for the
Fourth
Quarter and Full Year 2005.
|