Form 8-K 08.10.06
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): August
10, 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
August 10, 2006 concerning financial results for the quarter ended
June 30, 2006, 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
June 30, 2005 and 2006. 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 excluding
the
non-cash after-tax item stock compensation expense, the market-to-market
unrealized gain on derivatives and loss on early extinguishment of debt on
a
total and a per share basis for the quarter and six months ended June 30,
2006. We believe that this information will help investors compare results
between periods and identify operating trends that would otherwise be masked
by
these items. 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.
(d) Exhibits.
Exhibit
Number
|
|
Description
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99.1
|
|
Press
Release dated August 10, 2006 Announcing Financial Results for
the Second
Quarter 2006.
|
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: August
10, 2006
EXHIBIT
INDEX
The
following exhibit is furnished pursuant to Item 2.02:
99.1
|
Press
Release dated August 10, 2006 Announcing Financial Results for
the Second
Quarter 2006.
|