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On June 29,
2001, CCBM, Inc. a wholly owned subsidiary
of the Company ("CCBM"), issued
a non-recourse promissory note payable
in the amount of $7,500,000 to RMG as
consideration for certain interest in
oil and gas leases held by RMG in Wyoming
and Montana. The RMG note is payable
in 41-monthly principal payments of
$125,000 plus interest at eight percent
per annum commencing July 31, 2001 with
the balance due December 31, 2004. The
RMG note is secured solely by CCBM's
interests in the oil and gas leases
in Wyoming and Montana. At December
31, 2001, the principal balance of this
note was $6,750,000.
In December
2001, the Company entered into a capital
lease agreement secured by certain production
equipment in the amount of $243,369.
The lease is payable in one payment
of $11,323 and 35 monthly payments of
$7,549 including interest at 8.6 percent
per annum. The Company has the option
to acquire the equipment at the conclusion
of the lease for $1.
In November
1999, certain members of the Board of
Directors provided a bridge loan in
the amount of $2,000,000 to the Company
secured by certain oil and natural gas
properties. This bridge loan bore interest
at 14 percent per annum. Also, in consideration
for the bridge loan, the Company assigned
to those members of the Board of Directors
an Overriding Royalty Interest in certain
of the Company's producing properties.
The bridge loan was repaid from the
proceeds of the sale of Subordinated
Notes, Common Stock and Warrants in
1999.
In December
1999, the Company consummated the sale
of $22 million principal amount of 9%
Senior Subordinated Notes due 2007 (the
"Subordinated Notes") to an
investor group led by CB Capital Investors,
L.P. (now known as JP Morgan Partners,
LLC) which included certain members
of the Board of Directors. As discussed
in Note 9, the Company also sold Common
Stock and Warrants to this investor
group. The Subordinated Notes were sold
at a discount of $688,761, which is
being amortized over the life of the
notes. Quarterly interest payments began
on March 31, 2000. The Company may elect
to increase the amount of the Subordinated
Notes for 60 percent of the interest
which would otherwise be payable in
cash. For the years ended December 31,
2000 and 2001, the amount of the Subordinated
Notes was increased by $1,227,325 and
$1,282,295 for such interest. Such Senior
Subordinated Notes had a fair market
value at December 31, 2001 of
approximately $24 million.
The Company
is subject to certain covenants under
the terms of the Subordinated Notes
securities purchase agreement, including
but not limited to, (a) maintenance
of a specified tangible net worth, (b)
maintenance of a ratio of EBITDA (earnings
before interest, taxes, depreciation
and amortization) to quarterly Debt
Service (as defined in the agreement)
of not less than 1.00 to 1.00, and (c)
a limitation of its capital expenditures
(as defined) to a specified amount for
the year ended December 31, 2000 and
thereafter equal to the Company's EBITDA
for the immediately prior fiscal year
(unless approved by the Company's Board
of Directors and a CB Capital Investors,
L.P. director). The Company is currently
in compliance with the covenants under
the Subordinated Notes.
Estimated
maturities of long-term debt are $2,107,030
in 2002, $8,205,391 in 2003, $3,836,498
in 2004 and the remainder in 2007.
During 1999,
Carrizo restructured certain current
accounts payable into vendor notes,
extending the payment dates through
2001. Such notes totaled $1,198,310
and none at December 31, 2000 and 2001,
respectively, and bear interest at rates
of 8 percent to 10 percent. The weighted
average interest rates of such notes
was 9 percent in 2000.
7. MANDATORILY REDEEMABLE PREFERRED
STOCK
In January
1998, the Company consummated the sale
of 300,000 shares of Series A Preferred
Stock and Warrants to purchase 1,000,000
shares of Common Stock to affiliates
of Enron Corp. The net proceeds received
by the Company from this transaction
were approximately $28.8 million. A
portion of the proceeds were used to
repay indebtedness. The remaining proceeds
were used primarily for oil and natural
gas exploration and development activities
in Texas and Louisiana. The Series A
Preferred Stock provided for annual
cumulative dividends of $9.00 per share,
payable quarterly in cash or, at the
option of the Company until January
15, 2002, in additional shares of Series
A Preferred Stock. During 1999, the
Company issued preferred stock dividends
to the holders of the Series A Preferred
Stock of 29,684.39 shares.
In December
1999, the Company consummated the repurchase
of all the outstanding shares of Series
A Preferred Stock and 750,000 Warrants
for $12 million. At the same time, the
Company reduced the exercise price of
the remaining 250,000 Warrants from
$11.50 per share to $4.00 per share.
This repurchase at a discount resulted
in a credit of $21,868,413 which was
included in 1999 net income available
to common shareholders, net of stock
dividends paid to the holders of the
Series A Preferred Stock of $2,417,358.
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