Item 2.02. Results of Operations and Financial Condition.
The press release dated February 26, 2013 concerning financial results of
Carrizo Oil & Gas, Inc. (the "Company") for the quarter and year ended
December 31, 2012, 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, 2012 and 2011
and the years ended December 31, 2012 and 2011. 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 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 U.S. generally accepted
accounting principles ("GAAP") 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, as defined, presented in the press release may
not be comparable to similarly titled measures of other companies. The most
comparable GAAP financial measure, net income, and information reconciling the
GAAP and non-GAAP measures were included in the press release.
We discuss Adjusted Net Income, excluding certain non-cash items as defined in
the press release, on a total and a per share basis for the quarters ended
December 31, 2012 and 2011 and the years ended December 31, 2012 and 2011. We
believe that this information will help investors compare results between
periods and identify operating trends that would otherwise be masked by those
certain non-cash items. The most comparable GAAP financial measure, net income,
and information reconciling the GAAP and non-GAAP measures were included in the
press release.
We discuss adjusted revenues including the impact of realized gain on
derivatives, net for the quarters ended December 31, 2012 and 2011 and the years
ended December 31, 2012 and 2011. We believe that this information will help
investors understand our actual results, which are impacted by our oil and gas
derivatives. The most comparable GAAP financial measure, total oil and gas
revenues, and information reconciling the GAAP and non-GAAP measures were
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 Item 2.02 and the
accompanying exhibit is not intended to, and does not, constitute a
determination or admission by the Company, that the information in this
Item 2.02 and the accompanying exhibit is material or complete, or that
investors should consider this information before making an investment decision
with respect to any security of the Company.