-----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, Kb3lp9hY8Kx9xAnTMYoW1sZEl07fx5dkTuo5LH1ExZ/t7HHaNGy4eVWlGUTqFz04 Y46jtPVLyWWbgG9g69JdMA== 0001040593-05-000044.txt : 20050510 0001040593-05-000044.hdr.sgml : 20050510 20050510132635 ACCESSION NUMBER: 0001040593-05-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050510 DATE AS OF CHANGE: 20050510 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: 05815185 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 k8.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): May 10, 2005 CARRIZO OIL & GAS, INC. (Exact name of registrant as specified in its charter) Texas 000-29187-87 76-0415919 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 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 N/A (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 May 10, 2005 concerning financial results for the quarter ended March 31, 2005, 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 ended March 31, 2004 and 2005. 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. 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 May 10, 2005 Announcing Financial Results for the First Quarter 2005.
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: May 10, 2005 EXHIBIT INDEX The following exhibit is furnished pursuant to Item 2.02: 99.1 Press Release dated May 10, 2005 Announcing Financial Results for the First Quarter 2005. EX-99.1 2 exh991.txt Exhibit 99.1 PRESS RELEASE Contact: Carrizo Oil & Gas, Inc. B. Allen Connell, Director of Investor Relations Paul F. Boling, Chief Financial Officer (713) 328-1000 CARRIZO OIL & GAS, INC. ANNOUNCES FIRST QUARTER 2005 FINANCIAL RESULTS HOUSTON, May 10, 2005 -- Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) today reported the Company's financial results for the first quarter of 2005, which included the following highlights: o Production of 2.35 Bcfe. o Revenue of $15.5 million. o Net Income of $2.6 million. o EBITDA, as defined below, of $10.6 million. Revenues for the three months ended March 31, 2005 were $15.5 million as compared to $10.9 million during the quarter ended March 31, 2004. The increase in revenues was driven by higher prevailing oil and natural gas prices and higher natural gas production. Production volumes during the three months ended March 31, 2005 were 2.35 Bcfe as compared to 1.86 Bcfe during the first quarter of 2004 and essentially flat compared to our fourth quarter 2004 production. Carrizo's average oil sales price increased 52 percent to $50.65 per barrel from $33.33 per barrel during the first quarter of 2004, while the average natural gas sales price increased four percent to $6.19 compared to $5.95 per Mcf in the first quarter of 2004. The above prices include the cash effect of hedging activities. After dividends and accretion of discount on preferred stock, the Company reported net income available to common shares ("Net Income") of $2.6 million, or $0.11 and $0.11 per basic and diluted share, respectively, for the three months ended March 31, 2005, as compared to $2.0 million, or $0.12 and $0.10 per basic and diluted share, respectively, for the same quarter during 2004. Excluding the $0.6 million non-cash, after-tax impact of the stock option compensation expense related to the employee stock options repriced in 2000, Net Income for the quarter ended March 31, 2005 was $3.2 million, or $0.14 and $0.14 per basic and diluted share, respectively. EBITDA (earnings before interest, income tax, depreciation and amortization expenses, and certain other non-cash items) during the first quarter of 2005 was $10.6 million, or $0.47 and $0.45 per basic and diluted share, respectively, as compared to $7.1 million, or $0.43 and $0.37 per basic and diluted share, respectively, during the first quarter of 2004. Oil and gas operating expenses (excluding production taxes) increased to $1.3 million during the three months ended March 31, 2005 as compared to $1.0 million for the first quarter of 2004, largely due to the increased well count of the Barnett Shale wells. Depreciation, depletion and amortization expenses ("DD&A") were $4.7 million during the three months ended March 31, 2005 ($1.99 per Mcfe) as compared to $3.2 million ($1.74 per Mcfe) during the first quarter of 2004. The increase in DD&A expense was due to an increase in the DD&A rate primarily due to additions to the proved property cost base. General and administrative expenses ("G&A") increased to $2.6 million during the three months ended March 31, 2005 from $2.1 million during the same quarter of 2004. The increase in G&A was due primarily to higher incentive compensation costs of $0.3 million, higher base salary costs of $0.1 million and a $0.1 million increase in general office expenses. Non-cash stock option compensation expense was $1.0 million ($0.6 million after tax) for the three months ended March 31, 2005. This represents the quarter-to-quarter increase in value of employee stock options that were repriced in 2000. Other income and expense for the first quarter of 2005 was a net expense of $0.2 million directly attributable to the non-cash equity in the loss of Pinnacle Gas Resources, Inc. ("Pinnacle") of $0.2 million (both before and after tax). Similarly, other income and expense for the first quarter of 2004 was a net charge of $0.2 million directly 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, and are expected to continue in 2005. Interest expense, net of amounts capitalized, was $0.6 million for the three months ended March 31, 2005 compared to an inconsequential amount for the three months ended March 31, 2004. The increase is directly attributable to the maximum interest expense that is capitalizable ("capitalizable interest") under GAAP which has typically been equal to or greater than the gross interest expense (i.e. interest expense before capitalization of interest expense) in each period. Starting in the fourth quarter 2004, the gross interest expense exceeded the capitalizable interest by an amount proportionate to the outstanding debt in excess of our unproved property balance. "The highlights of 2005 to date were our 100 percent drilling success in both the Gulf Coast (six wells) and Barnett Shale (12 wells), and successful leasing in the Barnett bringing our total acreage position to more than 50,000 net acres," commented S.P. Johnson IV, Carrizo's President and Chief Executive Officer. "Although our 2005 drilling activity started off slowly, our activity level is now back to a normal pace with three rigs running in the Gulf Coast and two in the Barnett Shale (one vertical and one horizontal). Two additional Carrizo operated horizontal rigs will be drilling at the end of May. The first Carrizo operated horizontal Barnett Shale well in Parker County, Texas, the El Chico #2, began flowing to sales last week at 3.0 MMcfe/d. Carrizo has a 65 percent working interest and additional drillsites on the lease." 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 and the Barnett Shale area in North Texas. 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, 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, 2004 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 MARCH 31, --------------------------------- 2005 2004 --------------- --------------- Oil and natural gas revenues $ 15,458,186 $ 10,873,404 --------------- --------------- Costs and expenses: Oil and natural gas operating expenses 1,265,310 1,000,814 Production taxes 970,105 675,395 Depreciation, depletion and amortization 4,677,838 3,246,596 General and administrative expenses 2,600,454 2,132,508 Accretion expense related to asset retirement obligations 17,530 6,442 Stock option compensation expense 975,780 9,682 --------------- --------------- Total costs and expenses 10,507,017 7,071,437 --------------- --------------- Operating income 4,951,169 3,801,967 --------------- --------------- Other income and expenses, net (213,490) (234,780) Interest income 44,105 12,780 Interest expense, net of amounts capitalized (608,464) (43,397) --------------- --------------- Income before income taxes 4,173,320 3,536,570 --------------- --------------- Income taxes 1,587,080 1,353,148 --------------- --------------- Net income 2,586,240 2,183,422 --------------- --------------- Dividends and accretion of discount on preferred stock - 197,995 --------------- --------------- Net income available to common shares 2,586,240 1,985,427 =============== =============== EBITDA, as defined (see table below) $ 10,630,738 $ 7,073,692 =============== =============== Basic net income per common share: $ 0.11 $ 0.12 ============== ============== Diluted net income per common share: $ 0.11 $ 0.10 ============== ============== Basic weighted average common shares outstanding 22,501,696 16,613,430 --------------- --------------- Diluted weighted average common shares outstanding 23,402,248 $ 19,284,153 --------------- ---------------
(more) CARRIZO OIL & GAS, INC. CONDENSED BALANCE SHEET
03/31/05 12/31/04 --------------- --------------- (unaudited) ASSETS: Cash and cash equivalents $ 8,263,502 $ 5,668,000 Other current assets 11,672,828 15,965,885 Property and equipment, net 211,817,920 205,482,585 Other assets 1,635,718 1,689,447 Investment in Pinnacle Gas Resources, Inc. 5,007,223 5,229,134 --------------- --------------- TOTAL ASSETS $ 238,397,191 $ 234,035,051 =============== =============== LIABILITIES AND EQUITY: Accounts payable and accrued liabilities $ 25,077,283 $ 30,682,970 Current maturities of long-term debt 88,213 89,653 Long-term notes payable 21,032,207 18,032,002 Long-term subordinated notes payable, net 45,686,543 44,852,384 Deferred income taxes 18,719,731 18,112,950 Other liabilities 1,477,911 1,406,567 Equity 126,315,303 120,858,525 --------------- --------------- TOTAL LIABILITIES AND EQUITY $ 238,397,191 $ 234,035,051 =============== ===============
(1) Income tax expense for the three months ended March 31, 2005 includes a $1,538,330 provision for deferred income taxes and a $48,750 provision for currently payable franchise taxes. Income tax expense for the three months ended March 31, 2004 includes a $1,308,148 provision for deferred income taxes and a $45,000 provision for currently payable franchise taxes. (2) Long-term subordinated notes payable are presented net of discounts of $1,862,381 and $1,987,206 as of March 31, 2005 and December 31, 2004, respectively. (3) Stock option compensation expense is a non-cash charge resulting from the change in the price of the stock underlying employee stock options that were repriced in February 2000. (4) In February 2002, the Company consummated the sale of $6.0 million of convertible participating preferred stock and warrants to purchase shares of the Company's common stock. All of the convertible participating preferred stock was converted into 1,318,125 shares of common stock during 2004. (5) During the three and twelve months ended March 31, 2005 and December 31, 2004, 334,210 and 2,928,611 warrants were converted into 304,669 and 2,159,627 shares of common stock, respectively. (more) CARRIZO OIL & GAS, INC. NON-GAAP DISCLOSURES (unaudited)
THREE MONTHS ENDED MARCH 31, --------------------------------- Reconciliation of Net Income to EBITDA 2005 2004 - --------------------------------------------------------------------- --------------- --------------- Net income $ 2,586,240 $ 2,183,422 --------------- --------------- Adjustments: Depreciation, depletion and amortization 4,677,838 3,246,596 Interest expense, net of amounts capitalized and interest income 564,359 30,617 Income taxes 1,587,080 1,353,148 Equity in Pinnacle Gas Resources, Inc. 221,911 243,785 Stock Option compensation expense (benefit) 975,780 9,682 Accretion expense related to asset retirement obligations 17,530 6,442 --------------- --------------- EBITDA, as defined $ 10,630,738 $ 7,073,692 =============== =============== EBITDA per basic common share $ 0.47 $ 0.43 =============== =============== EBITDA per diluted common share $ 0.45 $ 0.37 =============== ===============
CARRIZO OIL & GAS, INC. PRODUCTION VOLUMES AND PRICES (unaudited)
Production volumes- Oil and condensate (Bbls) 64,784 87,123 Natural gas (Mcf) 1,965,958 1,338,776 Natural gas equivalent (Mcfe) 2,354,662 1,861,514 Average sales prices- Oil and condensate (per Bbl) $ 50.65 $ 33.33 Natural gas (per Mcf) $ 6.19 $ 5.95 Natural gas equivalent (per Mcfe) $ 6.56 $ 5.84
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