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): February
28, 2008
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 February 28, 2008 concerning financial results of Carrizo Oil
& Gas, Inc. (the “Company”) for the quarter and year ended December 31,
2007, 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, 2006 and 2007 and for the years ended
December 31, 2006 and 2007. 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 net income excluding the non-cash after-tax items, comprised of
mark-to-market unrealized loss on derivatives and stock compensation expense, on
a total and a per share basis for the quarter ended December 31,
2007. We also discuss net income excluding the non-cash after-tax
items mark-to-market unrealized loss, stock compensation expense and bad debt
expense on a total and a per share basis for the year ended December 31,
2007. 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 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: February
28, 2008