-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D4kLWfvTZXOpYBwPjVJ2mg3yJd4ObMxIvIvP8f+8ZqJQrDvohiKKAgOy573ik43Y cUiHWfBQYsddN0FGcAVHNg== 0001040593-04-000115.txt : 20041112 0001040593-04-000115.hdr.sgml : 20041111 20041112120857 ACCESSION NUMBER: 0001040593-04-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARRIZO OIL & GAS INC CENTRAL INDEX KEY: 0001040593 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760415919 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 041137136 BUSINESS ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2814961352 MAIL ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 8-K 1 k8110704.txt 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 11, 2004 CARRIZO OIL & GAS, INC. (Exact name of registrant as specified in its charter) Texas 000-22915 76-0415919 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 14701 St. Mary's Lane Suite 800 Houston, Texas 77079 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (281) 496-1352 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 11, 2004 concerning third quarter 2004 financial results, 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, for the quarters and nine months ended September 30, 2003 and 2004. The most comparable GAAP financial measure, net income, and information reconciling the GAAP and non-GAAP measures were also included in the press release. 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 as adjusted excluding the non-cash after-tax items stock option compensation expense and equity in the loss of Pinnacle Gas Resources, Inc. for the quarter and nine months ended September 30, 2004. The most comparable GAAP financial measure, net income, and information reconciling the GAAP and non-GAAP measures are also included in the press release. We believe that this information will help investors compare results between periods and identify operating trends that would otherwise be masked by the stock option compensation expense and the equity in the loss of Pinnacle Gas Resources, Inc. 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. (c) Exhibits.
Exhibit Number Description 99.1 Press Release dated November 11, 2004 Announcing Financial Results for the Third Quarter of 2004.
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. CARRIZO OIL & GAS, INC. By: /s/ Paul F. Boling ------------------ Name: Paul F. Boling Title: Vice President and Chief Financial Officer Date: November 10, 2004 EXHIBIT INDEX The following exhibit is furnished pursuant to Item 2.02: 99.1 Press Release, dated November 11, 2004, Announcing Financial Results for the Third Quarter of 2004. EX-99.1 2 pr111104.txt EXHIBIT 99.1 PRESS RELEASE Contact: Carrizo Oil & Gas, Inc. B. Allen Connell, Director of Investor Relations Paul F. Boling, Chief Financial Officer (281) 496-1352 CARRIZO OIL & GAS, INC. ANNOUNCES THIRD QUARTER 2004 FINANCIAL RESULTS INCLUDING RECORD REVENUES AND EBITDA HOUSTON, November 11, 2004 -- Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) today reported the Company's financial results for the third quarter of 2004, which included the following highlights: Third Quarter 2004 Results -- The third quarter 2004 results included the following highlights: o Production of 2.04 Bcfe. o Record quarterly revenue of $12.3 million. o Net Income of $3.4 million. o Record EBITDA, as defined below, of $9.4 million. Revenues for the three months ended September 30, 2004 increased 21 percent to $12.3 million as compared to $10.1 million during the quarter ended September 30, 2003. The increase in revenues was driven by higher natural gas production and higher prevailing oil and natural gas prices. Production volumes during the three months ended September 30, 2004 increased three percent to 2.04 Bcfe as compared to 1.99 Bcfe during the third quarter of 2003. The increase was largely due to new production contributions from the Beach House #1, Shadyside #1, the Lopez #13, the Peal Ranch wells and the Barnett Shale wells partially offset by natural declines. Carrizo's average oil sales price increased 49 percent to $43.57 per barrel from $29.15 per barrel during the third quarter of 2003, while the average natural gas sales price increased nine percent to $5.69 per Mcf from $5.21 per Mcf in the third quarter of 2003. The above prices include the effect of hedging activities. After dividends, accretion of discount on preferred stock and the cumulative effect of change in accounting principle, the Company reported net income available to common shares ("Net Income") of $3.4 million, or $0.15 and $0.15 per basic and diluted share, respectively, for the three months ended September 30, 2004, as compared to $1.9 million, or $0.13 and $0.11 per basic and diluted share, respectively, for the same quarter during 2003. Excluding the $0.1 million non-cash after-tax impact of (1) a stock option compensation benefit ($0.1 million - related to employee stock options repriced in 2000) and (2) the equity in the loss of Pinnacle Gas Resources ($0.2 million - primarily attributable to dividends on Pinnacle preferred stock), Net Income for the quarter ended September 30, 2004 was $3.5 million, or $0.16 and $0.15 per basic and diluted share, respectively. EBITDA (earnings before interest, income tax, depreciation and amortization expenses, and certain other non-cash items) during the third quarter of 2004 was $9.4 million, or $0.43 and $0.41 per basic and diluted share, respectively, as compared to $6.9 million, or $0.48 and $0.41 per basic and diluted share, respectively, during the third quarter of 2003. Oil and natural gas operating expenses (excluding production taxes) increased to $1.4 million during the three months ended September 30, 2004 as compared to $0.9 million for the third quarter of 2003. The increase was primarily due to higher workover expense and higher lifting costs due to the increased well count comprised of the Barnett Shale wells (including the Wolverine acquisition) and other new wells mentioned above. Depreciation, depletion and amortization expenses ("DD&A") were $3.7 million during the three months ended September 30, 2004 as compared to $3.1 million during the third quarter of 2003. The increase in DD&A expense was due to (1) an increase in the DD&A rate primarily due to additions to the proved property cost base and (2) an increase in the production volumes. General and administrative expenses ("G&A") decreased to $1.3 million during the three months ended September 30, 2004 from $1.6 million during the same quarter of 2003. The decrease in G&A was largely due to executive severance of $0.3 million in the third quarter of 2003. Non-cash stock option compensation benefit was $0.1 million ($0.1 million after tax) for the three months ended September 30, 2004. This represents the decrease in value of employee stock options that were repriced in 2000. Other income and expense for the third quarter of 2004 was a net benefit of $0.3 million comprised of (1) the non-cash equity in the loss of Pinnacle Gas Resources, Inc. ("Pinnacle") of $0.2 million (both before and after tax) and (2) the sale of our Enron Claim for a gain of $0.5 million, which was fully reserved for in prior years. Other income and expense for the third quarter of 2003 was a net charge of $0.2 million largely attributable to the non-cash equity in the loss of Pinnacle. Net losses are expected in this early phase of Pinnacle's development of its coalbed methane play, initiated in the third quarter of 2003. Carrizo has no cash requirements for the Pinnacle development program. Results for the Nine Months Ended September 30, 2004 -- The results for the nine months ended September 30, 2004 include the following highlights: o Record Production of 5.89 Bcfe. o Record revenues of $35.1 million. o Net income of $7.4 million. o Record EBITDA, as defined below, of $24.7 million. Revenues for the nine months ended September 30, 2004 increased 19 percent to $35.1 million from $29.6 million during the nine months ended September 30, 2003. The increase in revenues was driven by higher prevailing oil and natural gas prices and higher production. Production volumes during the nine months ended September 30, 2004 increased five percent to 5.89 Bcfe as compared to 5.61 Bcfe during the first nine months of 2003. Carrizo's average oil sales price increased 28 percent to $37.14 per barrel from $29.08 per barrel during the first nine months of 2003, while the average natural gas sales price increased six percent to $5.89 per Mcf from $5.56 per Mcf in the first nine months of 2003. The above prices include the effect of hedging activities. The Company reported Net Income of $7.4 million, or $0.38 and $0.36 per basic and diluted share, respectively, for the nine months ended September 30, 2004, as compared to $6.3 million, or $0.45 and $0.38 per basic and diluted share, respectively, for the same period during 2003. Excluding the $1.2 million non-cash after-tax impact of (1) stock option compensation expense ($0.4 million - - related to employee stock options repriced in 2000) and (2) equity in the loss of Pinnacle Gas Resources ($0.8 million - comprised primarily of dividends on Pinnacle preferred stock), Net Income for the nine months ended September 30, 2004, was $8.6 million, or $0.45 and $0.42 per basic and diluted share, respectively. EBITDA during the nine months of 2004 was $24.7 million, or $1.28 and $1.22 per basic and diluted share, respectively, as compared to $20.2 million, or $1.42 and $1.22 per basic and diluted share, respectively, during the nine months of 2003. Oil and natural gas operating expenses (excluding production taxes) increased to $3.7 million during the nine months ended September 30, 2004 as compared to $3.1 million in the first nine months of 2003. The increase was primarily due to the increased well count comprised of the Barnett Shale wells and other new wells. Depreciation, depletion and amortization expenses ("DD&A") were $10.6 million during the nine months ended September 30, 2004 as compared to $8.7 million during the first nine months of 2003. The increase in DD&A expense was due to (1) an increase in the DD&A rate primarily due to additions to the proved property cost base and (2) in part to increased production volumes. General and administrative expenses ("G&A") increased to $5.1 million during the nine months ended September 30, 2004 from $4.3 million during the same period of 2003. The increase in G&A was due primarily to higher incentive compensation costs, higher professional fees in connection with the 2003 year-end audit, costs related to Sarbanes-Oxley compliance, higher professional fees in connection with the subordinated debt amendments and in part to higher salary and benefit costs. Non-cash stock option compensation expense was $0.6 million ($0.4 million after tax) for the nine months ended September 30, 2004. Other income and expense for the first nine months of 2004 was a net charge of $0.3 million largely comprised of (1) non-cash equity in the loss of Pinnacle of $0.8 million (both before and after tax) partially offset by (2) the sale of our Enron claim for a gain of $0.5 million, which was fully reserved for in prior years. "We are pleased with our financial performance year-to-date including record revenues and record EBITDA," commented S.P. Johnson IV, Carrizo's President and Chief Executive Officer. "Operationally we have had an excellent year, reaching record production levels while building a large acreage position in the Barnett Shale. We are continuing to accelerate our investment in our drilling program, both in the Gulf Coast and the Barnett Shale. With Carrizo's improved liquidity, due to record EBITDA and our recent debt financing, we are very excited about capitalizing on our Gulf Coast drilling success and rapidly expanding Barnett Shale position." Carrizo Oil & Gas, Inc., is a Houston-based energy company actively engaged in the exploration, development, exploitation and production of oil and natural gas primarily in proven onshore trends along the Texas and Louisiana Gulf Coast regions. Carrizo controls significant prospective acreage blocks and utilizes advanced 3-D seismic techniques to identify potential oil and gas reserves and drilling opportunities. Statements in this news release, including but not limited to those relating to the Company's or management's intentions, beliefs, expectations, hopes, projections, assessment of risks, estimations, plans or predictions for the future including potential effects or timing, cash flow, drilling program, reserve growth, effect of financing, growth in Barnett Shale, the expected timing of drilling of additional wells and other statements that are not historical facts are forward looking statements that are based on current expectations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward looking statements include the results and dependence on exploratory drilling activities, operating risks, oil and gas price levels, land issues, availability of equipment, weather and other risks described in the Company's Form 10-K for the year ended December 31, 2003 and its other filings with the Securities and Exchange Commission. (Financial Highlights to Follow) CARRIZO OIL & GAS, INC. STATEMENTS OF OPERATIONS (unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------------- --------------------------------- 2004 2003 2004 2003 --------------- --------------- --------------- --------------- Oil and natural gas revenues $ 12,273,980 $ 10,123,461 $ 35,106,951 $ 29,615,100 --------------- --------------- --------------- --------------- Costs and expenses: Oil and natural gas operating expenses 1,369,169 924,989 3,659,489 3,100,944 Production taxes 757,066 662,442 2,189,284 1,969,512 Depreciation, depletion and amortization 3,708,441 3,086,393 10,561,427 8,727,313 General and administrative expenses 1,295,803 1,624,326 5,075,243 4,273,995 Accretion expense related to asset retirement obligations 8,008 10,758 20,892 28,676 Stock option compensation expense (benefit) (138,704) 295,867 617,280 319,237 --------------- --------------- --------------- --------------- Total costs and expenses 6,999,783 6,604,775 22,123,615 18,419,677 --------------- --------------- --------------- --------------- Operating income 5,274,197 3,518,686 12,983,336 11,195,423 --------------- --------------- --------------- --------------- Other income and expenses, net 268,885 (185,294) (313,896) (164,357) Interest income 21,790 13,095 44,717 50,252 Interest expense, net of amounts capitalized (95,672) (5,460) (181,917) (15,732) --------------- --------------- --------------- --------------- Income before income taxes 5,469,200 3,341,027 12,532,240 11,065,586 --------------- --------------- --------------- --------------- Income tax expense 2,078,796 1,259,240 4,820,360 4,052,835 --------------- --------------- --------------- --------------- Net income before cumulative effect of change in accounting principle 3,390,404 2,081,787 7,711,880 7,012,751 --------------- --------------- --------------- --------------- Dividends and accretion of discount on preferred stock - 189,309 350,720 551,454 --------------- --------------- --------------- --------------- Net income available to common shares before cumulative effect of change in accounting principle 3,390,404 1,892,478 7,361,160 6,461,297 --------------- --------------- --------------- --------------- Cumulative effect of change in accounting principle - - - 128,374 --------------- --------------- --------------- --------------- Net income available to common shares $ 3,390,404 $ 1,892,478 7,361,160 6,332,923 =============== =============== =============== =============== EBITDA (see table below) $ 9,364,841 $ 6,894,233 24,713,697 20,154,741 =============== =============== =============== =============== Basic net income per common share: Net income before cumulative effect of change in accounting principle $ 0.15 $ 0.13 $ 0.38 $ 0.46 Cumulative effect of change in accounting principle - - - (0.01) --------------- --------------- --------------- --------------- Basic net income per common share $ 0.15 $ 0.13 $ 0.38 $ 0.45 =============== =============== =============== =============== Diluted net income per common share: Net income before cumulative effect of change in accounting principle $ 0.15 $ 0.11 $ 0.36 $ 0.39 Cumulative effect of change in accounting principle - - - (0.01) --------------- --------------- --------------- --------------- Diluted net income per common share $ 0.15 $ 0.11 $ 0.36 $ 0.38 =============== =============== =============== =============== Basic weighted average common shares outstanding 21,909,855 14,264,639 19,255,156 14,224,893 --------------- --------------- --------------- --------------- Diluted weighted average common shares outstanding 22,969,833 16,890,630 20,253,905 16,574,238 --------------- --------------- --------------- ---------------
(more) CARRIZO OIL & GAS, INC. CONDENSED BALANCE SHEET
09/30/04 12/31/03 --------------- --------------- (unaudited) ASSETS: Cash and cash equivalents $ 3,542,169 $ 3,322,057 Other current assets 15,363,667 11,003,512 Property and equipment, net 184,736,422 135,273,200 Other assets 1,216,391 567,755 Investment in Pinnacle Gas Resources, Inc. 5,783,719 6,636,589 --------------- --------------- TOTAL ASSETS $ 210,642,368 $ 156,803,113 =============== =============== LIABILITIES AND EQUITY: Accounts payable and accrued liabilities $ 30,578,024 $ 24,001,971 Current maturities of long-term debt 304,968 2,139,549 Long-term notes payable 19,049,590 7,121,646 Long-term subordinated notes payable, net 28,178,183 26,991,413 Deferred income taxes 16,364,246 12,479,553 Other liabilities 1,086,440 883,117 Convertible participating preferred stock - 7,114,103 Equity 115,080,917 76,071,761 --------------- --------------- TOTAL LIABILITIES AND EQUITY $ 210,642,368 $ 156,803,113 =============== ===============
(1) Income tax expense for the three and nine months ended September 30, 2004 includes a $1,999,624 and $4,651,188, respectively, provision for deferred income taxes and a $79,172 and $169,172, respectively, provision for currently payable franchise taxes. Income tax expense for the three and nine months ended September 30, 2003 includes a $1,214,240 and $3,917,835, respectively, provision for deferred income taxes and a $40,935 and $122,805, respectively, provision for currently payable franchise taxes. (2) Long-term notes payable at December 31, 2003 includes a note in the principal amount $863,246 payable by CCBM, Inc. (a wholly-owned subsidiary of the Company) to Rocky Mountain Gas, Inc. recourse solely to CCBM, Inc.'s interests in certain undeveloped oil and natural gas leases in Wyoming and Montana. At September 30, 2004 and December 31, 2003 current maturities of long-term debt include $194,001 and $863,246, respectively, related to the CCBM, Inc. note. (3) Subordinated notes payable are presented net of discounts of $277,457 and $342,012 as of September 30, 2004 and December 31, 2003, respectively. (4) Stock option compensation expense (benefit) is a non-cash charge (benefit) resulting from the change in the price of the stock underlying employee stock options that were repriced in February 2000. (5) In February 2002, the Company consummated the sale of $6 million of convertible participating preferred stock and warrants to purchase the Company's common stock. Convertible preferred stock is presented net of discounts. All of the convertible participating preferred stock was converted into 1,318,125 shares of common stock during the three months ended June 30, 2004. (6) During the six months ended June 30, 2004, 2,298,611 warrants were converted into 2,003,070 shares of common stock. (7) The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations" on January 1, 2003, resulting in a charge of $128,374 for the quarter ended March 31, 2003 to record the cumulative effect of the change in accounting principle. (more) CARRIZO OIL & GAS, INC. NON-GAAP DISCLOSURES (unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------------- --------------------------------- Reconciliation of Net Income to EBITDA 2004 2003 2004 2003 - ---------------------------------------------------- --------------- --------------- --------------- --------------- Net income before cumulative effect of change in accounting principle $ 3,390,404 $ 2,081,787 $ 7,711,880 $ 7,012,751 --------------- --------------- --------------- --------------- Cumulative effect of change in accounting principle - - - 128,374 --------------- --------------- --------------- --------------- Net Income $ 3,390,404 $ 2,081,787 $ 7,711,880 $ 6,884,377 --------------- --------------- --------------- --------------- Adjustments: Depreciation, depletion and amortization 3,708,441 3,086,393 10,561,427 8,727,313 Interest expense, net of amounts capitalized and interest income 73,882 (7,635) 137,200 (34,520) Income taxes 2,078,796 1,259,240 4,820,360 4,052,835 Equity in loss of Pinnacle Gas Resources, Inc. 244,014 167,823 844,658 176,823 Stock option compensation expense (benefit) (138,704) 295,867 617,280 319,237 Accretion expense related to asset retirement obligations 8,008 10,758 20,892 28,676 --------------- --------------- --------------- --------------- EBITDA, as defined $ 9,364,841 $ 6,894,233 $ 24,713,697 $ 20,154,741 =============== =============== =============== =============== EBITDA per basic common share $ 0.43 $ 0.48 $ 1.28 $ 1.42 =============== =============== =============== =============== EBITDA per diluted common share $ 0.41 $ 0.41 $ 1.22 $ 1.22 =============== =============== =============== ===============
CARRIZO OIL & GAS, INC. PRODUCTION VOLUMES AND PRICES (unaudited)
Production volumes- Oil and condensate (Bbls) 72,634 105,111 243,145 362,643 Natural gas (Mcf) 1,601,708 1,355,022 4,427,309 3,431,638 Natural gas equivalent (Mcfe) 2,037,512 1,985,688 5,886,179 5,607,496 Average sales prices- Oil and condensate (per Bbl) $ 43.57 $ 29.15 $ 37.14 $ 29.08 Natural gas (per Mcf) $ 5.69 $ 5.21 $ 5.89 $ 5.56 Natural gas equivalent (per Mcfe) $ 6.02 $ 5.10 $ 5.96 $ 5.28
# # # -----END PRIVACY-ENHANCED MESSAGE-----