- Notification that Annual Report will be submitted late (NT 10-K)
June 30 2009 - 3:59PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
000-51430
(Commission
File Number)
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OMB
APPROVAL
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OMB Number: 3235-0058
Expires:
June 30, 2009
Estimated
average burden hours per response . . .
2.50
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SEC
FILE NUMBER
000-51430
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CUSIP
NUMBER
454084104
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(Check
One):
ý
Form
10-K
¨
Form
20-F
¨
Form
11-K
¨
Form
10-Q
¨
Form
10-D
¨
Form
N-SAR
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¨
Form
N-CSR
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For
Period Ended:
March 31,
2009
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¨
Transition
Report on Form 10-K
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¨
Transition
Report on Form 20-F
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¨
Transition
Report on Form 11-K
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¨
Transition
Report on Form 10-Q
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¨
Transition
Report on Form N-SAR
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For
the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification
relates:
PART
I - REGISTRANT INFORMATION
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INDEX
OIL AND GAS INC.
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Full
Name of Registrant
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Former
Name if Applicable
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10000
Memorial Drive, Suite 400
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Address
of Principal Executive Office
(Street and
Number)
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Houston,
Texas 77024
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City,
State, and Zip Code
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PART
II - RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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x
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The
registrant is in the process of preparing and reviewing the financial
information of the registrant. The process of compiling and
disseminating the information required to be included in the Form 10-K for the
relevant fiscal year, as well as the completion of the required review of the
registrant’s financial information, could not be completed without incurring
undue hardship and expense. The registrant expects to file such
annual report no later than fifteen days after its original due
date.
SEC 1344
(04-09)
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Persons
who are to respond to the collection of information contained in
this
form are not required to respond unless the form displays a currently
valid
OMB control number.
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(Attach Extra Sheets
if Needed)
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PART
IV - OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification
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Andrew
Boetius
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(713)
683-0800
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(Name)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
x
Yes
¨
No
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
x
Yes
¨
No
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If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Please
see attached.
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INDEX
OIL AND GAS INC.
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(Name
of Registrant as Specified in
Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
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6/30/09
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By
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/s/
Andrew Boetius
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Andrew
Boetius
Chief
Financial Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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GENERAL
INSTRUCTIONS
1.
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This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of
1934.
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2.
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One
signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
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3.
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A
manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
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4.
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Amendments
to the notifications must also be filed on Form 12b-25 but need not
restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
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5.
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Electronic Filers
. This
form shall not be used by electronic filers unable to timely file a report
solely due to electronic difficulties. Filers unable to submit a report
within the time period prescribed due to difficulties in electronic filing
should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201
or §232.202 of this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this
chapter).
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6.
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Interactive data submissions
.
This form shall not
be used by electronic filers with respect to the submission or posting of
an Interactive Data File (§232.11 of this chapter).
Electronic filers
unable to submit or post an Interactive Data File within the time period
prescribed should comply with either Rule 201 or 202 of Regulation S-T
(§232.201 and §232.202 of this
chapter).
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Unaudited
Results of Operations
Year
Ended March 31, 2009 Compared to Year Ended March 31, 2008
We
anticipate, on an unaudited basis, to incur a net loss of $9.4 million for the
fiscal year ended March 31, 2009 compared to a net loss of $1.9 million for the
fiscal year ended March 31, 2008. The significant change in our results over the
two periods is primarily the result of our approximately $7.0 million impairment
charge, which we anticipate taking upon the completion of our audited financial
statements and which is the result primarily of the recent severe decrease in
commodity prices, together with reserve write downs. Revenue increased by $1.1
million while loss from operations was higher by $7.3 million, inclusive of
general and administrative costs of $2.4 million, increased
depletion of $1.0 million to $2.1 million, and an increased
impairment of $7.0 million. The following table summarizes key items of
comparison and their related increase (decrease) for the fiscal years ended
March 31, 2009 and 2008.
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Years
Ended March 31,
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Increase
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2009
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2008
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(Decrease)
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(unaudited)
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(unaudited)
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General
and administrative:
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General
and administrative
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Interest
expense (income) and other
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Income
tax benefit (provision)
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For the
year ended March 31, 2009, oil and natural gas sales increased $1.1 million,
from the same period in 2008, to $2.8 million. The increase for the year was
primarily due to the increase in production volumes. Additionally, our revenue
variance related to year on year price changes was a slight decrease, reflecting
an increased proportion of natural gas volumes which had a lower energy
equivalent value.
Depletion,
depreciation and amortization (“DD&A”) expense increased $1.0 million from
the same period in 2008 to $2.1 million for the fiscal year ended March 31,
2009. The increase is primarily due to increased production and an increase in
the unit depletion cost rate.
Ceiling
test impairment expense was recorded for the fiscal year ended March 31, 2009 in
the amount of $7.0 million. Quarterly, the Company assesses the value of
unamortized capitalized costs within its cost center over the discounted present
value of cash flows associated with its reserves. Any excess requires an
immediate write-down of its capital costs by this amount. During the fiscal year
ended March 31, 2009, the excess of unamortized capitalized costs over the
related cost ceiling limitation was $7.0 million due primarily to a full
write-down of remaining reserves on certain wells, and in particular the
Shadyside well. In addition, the projected average prices for our oil and
natural reserves, and which were used for the purposes of our ceiling tests,
were significantly lower at March 31, 2009 compared to March 31, 2008. The
impact of this impairment charge is that our net loss for the fiscal year ended
March 31, 2009 is substantially higher than any prior equivalent period. In
addition the carrying amounts in our balance sheet at March 31, 2009 of oil and
natural gas properties, total assets and total stockholders equity are all
significantly reduced as a result of this $7.0 million charge.
Lease
operating expenses increased approximately $0.3 million for the year ended March
31, 2009 as compared to the same period in 2008. The increase was primarily due
to increased production and on a per unit basis lease operating expenses were
higher in 2009 than 2008.
General
and administrative expenses, including stock-based compensation expense, for the
year ended March 31, 2009 were relatively unchanged at $2.4 million compared to
the same period in 2008.
Interest
income and other decreased $0.2 million for the year ended March 31, 2009
compared to the same period 2008. This decrease is primarily due a reduction in
interest income through the use of capital in investing activities.
There was
no provision for income taxes for the fiscal years ended 2009 and 2008 due to
100% valuation allowance for each of the years ended March 31, 2009 and 2008,
respectively on the total tax provision as we believed that it is more likely
than not that the asset will not be utilized during the next year.
3
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