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): November
9, 2006
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
000-29187-87
|
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 by Carrizo Oil & Gas, Inc. (the “Company” or “we”) dated November 9,
2006 concerning financial results for the quarter ended September 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 and nine-month periods ended
September 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
a
non-cash benefit comprised of marked-to-market unrealized gain on derivatives
and stock compensation expense on a total and a per share basis for the quarter
ended September 30, 2006. We also discuss net income, excluding a non-cash
benefit comprised of market-to-market unrealized gain on derivatives, stock
compensation expense and loss on extinguishment of debt on a total and a
per
share basis for the nine months ended September 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
|
|
99.1
|
|
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: November
9, 2006
EXHIBIT
INDEX
The
following exhibit is furnished pursuant to Item 2.02: