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 3, 2009
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
Texas |
000-22915 |
76-0415919 |
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
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 dated March 3, 2009 concerning financial results of Carrizo Oil
& Gas, Inc. (the “Company”) for the quarter and year ended December 31,
2008, 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, 2007 and 2008 and for the years ended
December 31, 2007 and 2008. 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 adjusted net income excluding the non-cash after-tax items comprised of
non-cash impairment of oil and natural gas properties, marked-to-market
unrealized gain on derivatives and stock compensation expense on a total and a
per share basis for the quarter ended December 31, 2008. We also
discuss adjusted net income excluding the non-cash after-tax items comprised of
non-cash impairment of oil and natural gas properties, marked-to-market
unrealized gain on derivatives, stock compensation expense, loss on the early
extinguishment of debt under the second lien credit facility and realized loss
on cash settled interest rate swaps on a total and a per share basis for the
year ended December 31, 2008. 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. The
most comparable GAAP financial measure, net loss, 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.