FORM 10-K CONTANGO OIL & GAS COMPANY
FORM 10-K CONTANGO OIL & GAS COMPANY
FORM 10-K CONTANGO OIL & GAS COMPANY
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<strong>CONTANGO</strong> <strong>OIL</strong> & <strong>GAS</strong> <strong>COMPANY</strong> AND SUBSIDIARIES<br />
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)<br />
7. Net Income (Loss) Per Common Share - continued<br />
Year Ended June 30, 2007<br />
Net Loss Shares Per Share<br />
Loss from continuing operations including preferred dividends…………… $ (1,617,434) 15,430,146 $ (0.11)<br />
Discontinued operations, net of income taxes……………………………… $ (1,616,839) 15,430,146 $ (0.<strong>10</strong>)<br />
Basic Earnings per Share:<br />
Net loss attributable to common stock……………………………………… $ (3,234,273) 15,430,146 $ (0.21)<br />
Effect of Potential Dilutive Securities:<br />
Stock options…………………………………………………..………… - (a)<br />
Series D preferred stock…………………………………………………… (a) (a)<br />
Series E preferred stock…………………………………………………… (a) (a)<br />
Net loss attributable to common stock……………………………………… $ (3,234,273) 15,430,146 $ (0.21)<br />
Diluted Earnings per Share:<br />
Net loss attributable to common stock……………………………………… $ (3,234,273) 15,430,146 $ (0.21)<br />
Anti-dilutive Securities:<br />
Shares assumed not issued from options to purchase<br />
common shares as income from continuing<br />
operations was in a loss position for the period…………………… $ - 1,026,000<br />
Series D Preferred Stock……………………………………………… $ 314,722 447,061 $ 0.70<br />
Series E Preferred Stock……………………………………………… $ 225,000 94,909 $ 2.37<br />
(a) Anti-dilutive.<br />
8. Change in Ownership of Partially-Owned Subsidiaries and Overriding Royalties<br />
On April 3, 2008, the members of REX entered into an Amended and Restated Limited Liability Company<br />
Agreement (the “REX LLC Agreement”), effective as of April 1, 2008, to, among other things, distribute REX’s<br />
interest in Dutch and Mary Rose to the individual members of REX or their designees. In connection with this<br />
distribution, REX repaid in full all amounts owing by REX to a private investment firm under a $50.0 million<br />
demand promissory note with such private investment firm (the “REX Demand Note”), and all security interests and<br />
other liens granted in favor of such private investment firm as security for the obligations under the REX Demand<br />
Note have been released and terminated. The Company’s portion of such repayment was approximately $22.5<br />
million.<br />
Effective April 1, 2008, in connection with the REX LLC Agreement, the Company sold a portion of its<br />
membership interest in REX to an existing member of REX for approximately $0.8 million. As a result of the sale,<br />
the Company’s equity ownership interest in REX has decreased from 42.7% to 32.3%. Also effective April 1, 2008,<br />
the Company sold a portion of its membership interest in COE to an existing member of COE for approximately<br />
$0.9 million. As a result of the sale, the Company’s equity ownership interest in COE has decreased from 76.0% to<br />
65.6%.<br />
9. Acquisitions<br />
On January 3, 2008, the Company acquired additional working interests in the Eugene Island <strong>10</strong> (“Dutch”)<br />
and State of Louisiana (“Mary Rose”) discoveries in a like-kind exchange, using funds from the sale of its Western<br />
core Arkansas Fayetteville Shale properties held by a qualified intermediary. The Company purchased an additional<br />
8.33% working interest and 6.67% net revenue interest in Dutch and an additional average 9.11% working interest<br />
and 6.67% net revenue interest in Mary Rose from three different companies for $200 million. We allocated 60%,<br />
or $120.0 million, of the purchase price to Dutch, and the remaining 40%, or $80.0 million, to Mary Rose. Of these<br />
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