UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): þForm
10-K
oForm 20-F oForm
11-K oForm 10-Q oForm
N-SAR oForm N-CSR
For
Period Ended: December 31, 2006
oTransition
Report on
Form 10-K
oTransition
Report on
Form 20-F
oTransition
Report on
Form 11-K
oTransition
Report on
Form 10-Q
oTransition
Report on
Form N-SAR
For
the
Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified
any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
Part
I –
Registrant Information
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Full
Name of Registrant:
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Carrizo
Oil & Gas, Inc.
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Former
Name if Applicable:
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Not
applicable.
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Address
of Principal Executive Office
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1000
Louisiana Street
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(Street
and Number):
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Suite
1500
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City,
State and Zip Code:
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Houston,
Texas 77002
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Part
II –
Rules 12b-25(b) and (c)
If
the
subject report could not be filed without unreasonable effort or expense
and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should
be
completed. (Check box if appropriate) þ
(a)
The
reason described in reasonable detail in Part III of this form could not
be
eliminated without unreasonable effort or expense;
(b)
The
subject annual report, semi-annual report, transition report on Form 10-K,
Form
20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed
on
or before the fifteenth calendar day following the prescribed due date; or
the
subject quarterly report or transition report on Form 10-Q, or portion thereof,
will be filed on or before the fifth calendar day following the prescribed
due
date; and
(c)
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
Part
III
– Narrative
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or
the transition report or portion thereof, could not be filed within the
prescribed time period.
As
a
result of the continued transition of its newly hired accounting professionals
in the second half of 2006 and the first quarter of 2007, the Company
will
require additional time to complete the procedures and secondary reviews
needed
to finalize its Annual Report on Form 10-K for the year ended December
31,
2006.
Part
IV –
Other Information
(1)
Name
and telephone number of person to contact in regard to this notification
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Paul
F. Boling
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(713)
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328-1000
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
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Yes
o
No
(3)
Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
þ
Yes
o
No
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Company’s revenues for the year ended December 31, 2006 are estimated to
exceed the $78.2 million for 2005 by $4.5 to $5.0 million primarily
due to an
approximate 22 percent increase in natural gas equivalent production
volumes and
a 13 percent decrease in average natural gas equivalent price. Operating
expenses, including severance taxes, are estimated to exceed the $10.4
million
for 2005 by $5.5 to $6.5 million due primarily to the aforementioned
increased
production volumes. Depreciation, depletion and amortization (“DD&A”)
expenses are estimated to exceed the $21.4 million in 2005 by $9.5
to $10.0
million due to an increase in production volumes and an increase in
the DD&A
rate attributable to proved property cost additions and to increased
future
development costs largely related to our Barnett Shale proved undeveloped
reserve additions. General and administrative expenses (including stock-based
compensation and bad debt expense) are estimated to exceed the $11.2
million in
2005 by $3.0 to $4.0 million due primarily to higher salary (due to
salary
raises and increased headcount) and incentive compensation costs, increased
expenses related to an integrated software migration project, and to
higher bad
debt expense primarily related to a bankruptcy filed by a joint interest
operator. Operating income is estimated to decline from the $35.0 million
in
2005 by $14.8 to $15.2 million due largely to the aforementioned higher
costs,
partially offset by the increase in revenues. The net loss on derivatives
of
$5.9 million for 2005 is estimated to revert to a net gain of approximately
$16.5 million in 2006. Loss on extinguishment of debt is estimated
to decline
from $3.7 million in 2005 to approximately $0.3 million in 2006. Equity
in the
income (loss) of Pinnacle Gas Resources is estimated to decrease from
the $(2.5)
million loss for 2005 to a gain of less than $50,000 due primarily
to the change
in accounting method for the Company's investment in Pinnacle. Interest
expense,
net of amounts capitalized, is estimated to exceed the net $5.2 million
expense
in 2005 by approximately $4.0 million primarily due to the increased
interest
expense attributable to the increased borrowings under the Company’s credit
facilities. Accordingly, net income available to common shares in 2006
is
estimated to be between $17.6 million and $18.6 million, exceeding
the $10.6
million in 2005 by $7.0 to $8.0 million due the aforementioned changes
in
revenues and costs.
SIGNATURE
Carrizo
Oil & Gas, Inc. has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
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CARRIZO OIL & GAS, INC. |
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By: /s/Paul F. Boling |
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Paul
F. Boling
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| Date: March 19, 2006 |
Vice
President and Chief Financial Officer
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