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 />
15. Related Party Transactions<br />
Effective September 1, 2008, COI purchased an interest in an existing offshore lease from Juneau<br />
Exploration, L.P. (“JEX”) for $600,000.<br />
On September 8, 2008, the Company purchased 21,754 shares of common stock from a member of its<br />
board of directors for approximately $1.3 million, or $60.81 per share, which represented the closing price of the<br />
Company’s common stock on that date.<br />
During the fiscal year ended June 30, 2007, REX executed the REX Demand Note which was non-recourse<br />
to Contango. Under the terms of the REX Demand Note, REX could borrow up to $50.0 million at a per annum rate<br />
of 11.5% for the first advance, and a per annum rate of LIBOR plus 6.0% for each additional advance. As of April<br />
1, 2008, REX had borrowed the entire $50.0 million available under the REX Demand Note. The Company was not<br />
a party to or guarantor of the REX Demand Note. On April 3, 2008, the members of REX entered into the REX<br />
LLC Agreement, effective as of April 1, 2008, to, among other things, distribute REX’s interest in Dutch and Mary<br />
Rose to the individual members of REX or their designees. In connection with this distribution, REX repaid in full<br />
all amounts owing by REX under the REX Demand Note, and all security interests and other liens granted in favor<br />
of such private investment firm as security for the obligations under the REX Demand Note were released and<br />
terminated. As a result of our proportionate consolidation of REX, the Company’s portion of such repayment was<br />
approximately $22.5 million. For the fiscal year ended June 30, 2008, the Company’s proportionate share of such<br />
interest expense was approximately $1.3 million.<br />
During the fiscal year ended June 30, 2007, the Company executed a series of promissory notes with<br />
Trulite (the “Trulite Notes”), whereby Trulite borrowed funds from the Company, agreeing to pay all accrued and<br />
unpaid interest on the various due dates. On November 25, 2007, the Company entered into a subscription<br />
agreement with Trulite pursuant to which both parties agreed to convert the aggregate principal balance of all five<br />
outstanding promissory notes and all accrued but unpaid interest thereon into shares of Trulite common stock. The<br />
Company converted $1,255,000 of principal and $<strong>10</strong>1,540 of interest into 2,024,687 shares of Trulite common<br />
stock. For the fiscal year ended June 30, 2008, the Company earned approximately $58,000 in interest income from<br />
the five Trulite Notes. As discussed in Note 6 - Sale of Properties - Other, the Company sold its interest in Trulite<br />
effective March 2008.<br />
On February 13, 2008, the Company’s board of directors approved the purchase of an aggregate of 99,333<br />
stock options from three officers of the Company and one member of its board of directors for approximately $5.9<br />
million, in the aggregate. The board also approved the purchase of <strong>10</strong>,000 shares of common stock from one<br />
member of its board of directors for approximately $0.7 million. All purchases were completed during the three<br />
months ended March 31, 2008. The Company does not have a program to repurchase shares of our common stock.<br />
On March 31, 2006, COE executed a Promissory Note (the “COE Note”) to the Company to finance its<br />
share of development costs in Grand Isle 72, in the aggregate principal amount of up to $2.8 million. The COE Note<br />
is payable upon demand and bears interest at a per annum rate of <strong>10</strong>%. The COE Note has been amended from time<br />
to time and on April 24, 2007, the aggregate principal amount of the COE Note was increased to $5.0 million. As of<br />
June 30, 2009, the outstanding principal balance under the COE Note was $4.3 million. For the fiscal year ended<br />
June 30, 2009, the amount of interest income was approximately $0.5 million.<br />
16. Share Repurchase Program<br />
In September 2008, the Company’s board of directors approved a $<strong>10</strong>0 million share repurchase program.<br />
All shares are purchased in the open market from time to time by the Company or through privately negotiated<br />
transactions. The purchases will be made subject to market conditions and certain volume, pricing and timing<br />
restrictions to minimize the impact of the purchases upon the market. Repurchased shares of common stock become<br />
authorized but unissued shares, and may be issued in the future for general corporate and other purposes. As of<br />
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