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): April 24, 2003
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-22915 76-0415919
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
14701 ST. MARY'S LANE
SUITE 800
HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (281) 496-1352
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is furnished pursuant to Item 12:
99.1 Press Release, dated April 24, 2003, Updating First Quarter
2003 Operations
ITEM 9. REGULATION FD DISCLOSURE AND INFORMATION PROVIDED UNDER ITEM 12
(RESULTS OF OPERATIONS AND FINANCIAL CONDITION).
The press release attached hereto as Exhibit 99.1 updates operations
for the first quarter of 2003.
Carrizo Oil & Gas, Inc. (the "Company") will make a presentation at the
Independent Petroleum Association of America Oil & Gas Investment Symposium in
New York at 2:10 p.m. EDT on Tuesday, April 29, 2003. Estimated Net Income for
the three months ended March 31, 2003 totals $2.8 million. Estimated EBITDA, as
defined, a non-GAAP financial measure, will be described in the presentation.
Estimated EBITDA, as defined, for the three months ended March 31, 2003, is $7.5
million.
The following is a reconciliation of the non-GAAP information used by
the Company to its nearest comparable GAAP financial measure, Net Income:
<Table>
<Caption>
Estimated
Three Months
Ended
Year Ended December 31, March 31,
-------------------------------- ------------
1999 2000 2001 2002 2003
----- ----- ----- ----- ------------
(In Millions)
Net Income $ 1.7 $12.0 $ 9.5 $ 4.8 $ 2.8
Adjustments:
Depreciation, Depletion and
Amortization 4.3 7.2 6.5 10.6 3.0
Interest Expense, Net of
Amounts Capitalized and
Interest Income -- (0.6) (0.3) (0.1) --
Income Taxes (Benefit) (1.1) 1.0 5.4 2.8 1.7
----- ----- ----- ----- -----
EBITDA, as defined $ 4.9 $19.6 $21.1 $18.1 $ 7.5
===== ===== ===== ===== =====
</Table>
Statements in this Current Report on Form 8-K, including the estimates
of Net Income and EBITDA, as defined, and other statements that are not
historical facts are forward looking statements that are based on current
estimates. Although the Company believes that its estimates are based on
reasonable assumptions, it can give no assurance that these estimates will prove
correct. Important factors that could cause actual results to differ materially
from those in the forward looking statements include the completion of the
Company's first quarter financials and other risks described in the Company's
Form 10-K for the year ended December 31, 2002 and its other filings with the
Securities and Exchange Commission.
None of the information furnished in Item 9 and the accompanying
exhibit will be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, not will it be incorporated by reference into any
registration statement filed by Carrizo Oil & Gas 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 Carrizo
Oil & Gas, 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 Carrizo Oil & Gas.
2
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/ FRANK A. WOJTEK
------------------------------------
Name: Frank A. Wojtek
Title: Vice President and Chief
Financial Officer
Date: April 28, 2003
3
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release, dated April 24, 2003, Updating First Quarter 2003 Operations
4