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 6, 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 November 6, 2008 concerning financial results of Carrizo Oil &
Gas, Inc. (the “Company”) for the quarter and nine months ended September 30,
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 September 30, 2007 and 2008 and for the nine months
ended September 30, 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 net income excluding the non-cash after-tax
items comprised of mark-to-market unrealized gain on derivatives and stock
compensation expense on a total and a per share basis for the quarter ended
September 30, 2008. We also discuss net income excluding the non-cash
and/or non-recurring after-tax items comprised of mark-to-market unrealized gain
on derivatives, stock compensation expense, loss on the early extinguishment of
debt under the Second Lien Debt Facility and realized loss on the cash
settlement of interest rate swaps on a total and a per share basis for the nine
months ended September 30, 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 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.
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
6, 2008