Each one in plain English, with the numbers worked through for a shareholder.
22 Nov 2006debt financing● NeutralMajor
The deal that would define the rest of Edge's life: agreements to buy Smith Production's oil and gas properties across 13 southeast and south Texas counties - 143 gross wells producing about 31 MMcfe a day, 86% gas - with an $11.0 million deposit down. Union Bank of California committed to underwrite the whole price with a $500 million revolver plus $175 million bridge and $75 million second-lien term loans.
Another compensation item filed as a material agreement: pay rises and one-off restricted stock for CFO Michael Long and COO John Tugwell, vesting over 2008-2010 rather than the usual three equal years, explicitly to keep them.
Shareholders approved another increase in the incentive-plan share reserve, to 2.2 million shares. The more useful content was the operating update given at the same meeting: 32 of a planned 55-60 wells drilled for 2006 with 25 apparent successes, and a deep Mississippi test at Patterson #2 stuck at 15,000 feet and being sidetracked after logging 40 feet of apparent James Lime pay.
Routine board housekeeping: non-employee directors' annual retainer rose from $56,000 to $70,000 from June 2006, with the larger share paid in stock, and directors were required to hold shares themselves.
Edge agreed to pay about $62.8 million for a 44-50% working interest in the Chapman Ranch field in Nueces County, Texas, buying assets from Pearl Energy and Cibola Explorations and the whole of Cinco Energy from a group including Yorktown Energy Partners. Funded from the credit line, with a further $5.2 million payable if the field wins a severance-tax break.
Filed as a material agreement, this was really a pay round: 2004 bonuses and stock awards were set, and CFO Michael Long and COO John Tugwell were both promoted to executive vice president.
A spreadsheet that failed to cancel out an intercompany capital-spending accrual forced Edge to restate its September 2004 quarter and correct its full-year 2004 figures. The dollar effect was small and actually raised reported profit, but management conceded a material weakness in its own accounting controls.
5 Jan 2005asset acquisition disposition▲ GoodMajor
Edge paid Contango Oil & Gas $43.2 million cash for 38 non-operated producing wells in Jim Hogg County, south Texas - its biggest property purchase to that point, in what became its core area.
Edge's third auditor in three years: KPMG out, BDO Seidman in. KPMG's reports had been clean apart from routine notes on new accounting standards, but it pointedly declined to endorse Edge's account of how and when it was dismissed.
Edge filed a $150 million universal shelf registration, letting it sell stock, preferred or debt at short notice. Management was explicit that no transaction was planned - this was about being ready, not raising money.
11 Dec 2003asset acquisition disposition▲ GoodMajor
The Miller Exploration purchase closed on 4 December 2003, six months after it was agreed, with Miller becoming a wholly owned Edge subsidiary. Shareholders at the same meeting lifted the incentive-plan share reserve from 1.2 to 1.7 million shares.
Edge agreed to buy Miller Exploration in an all-stock deal worth about $12.7 million, with the exchange ratio collared between $4.70 and $5.00 per Edge share. Its first purchase of another listed company.
Nine months after hiring Arthur Andersen, Edge dropped it for KPMG - the forced move every Andersen client made as that firm collapsed over Enron, not a sign of any problem at Edge.
Edge replaced Deloitte & Touche, its auditor of more than four years, with Arthur Andersen; both firms confirmed there had been no disagreements and no qualified opinions behind the switch.