Each one in plain English, with the numbers worked through for a shareholder.
11 Aug 2005material agreement● Neutral
On August 5, 2005 the board adopted an annual cash bonus plan for fiscal 2006 and an Executive Severance Plan. The severance plan pays Level A executives 100% of base salary on involuntary termination, or 300% of salary plus maximum bonus within two years after a change in control. CEO Stacy Locke's employment agreement was terminated because the severance plan superseded its main remaining terms. No dollar amounts for bonuses are given.
On May 11, 2005 Pioneer amended its $47 million credit facility to restore $20 million of availability under the $40 million acquisition facility, which the Frost-led banks lend against rigs and receivables. Interest stays at Frost's prime rate (6.00%), draws are allowed through October 29, 2006, and the dividend ban and covenants are unchanged. It gives Pioneer room to borrow for more rig purchases, though the filing does not say what it will buy.
On March 23, 2005 Pioneer and selling shareholders WEDGE Energy Services and Michael Little signed an underwriting agreement for a public offering of up to 6,945,000 new Pioneer shares and up to 7,545,000 shares from the sellers (each including 945,000 over-allotment shares). Chesapeake said it will use its preemptive rights to buy about 1,007,144 shares. This is the offering registered in February 2005, so it adds new shares for existing holders; the filing gives no price or proceeds.
This amendment supplies the Allen Drilling financial statements and pro forma combined figures promised in the January filing for the completed December 15, 2004 purchase of five rigs for $7,200,000 cash. Allen's audited year to September 30, 2004 shows revenue of $14,441,975 and net income of $1,291,543, up from $9,814,502 and $443,707 the year before. This closes the open item about Allen's financial statements due by Feb 28, 2005.
This amendment restates the completed Wolverine acquisition, now giving the price as $28,000,000 in cash (previously $27,950,000) and confirming the acquisition of the 4.73-acre Kenmare property, used as the North Dakota yard. It adds Wolverine's audited 2003 statements (revenue $10,673,644, net earnings $764,820) and pro forma combined financials, which were promised in the earlier filing.
13 Jan 2005asset acquisition disposition▲ GoodMajor
Pioneer completed the Wolverine Drilling acquisition on November 30, 2004, paying $27,950,000 in cash for the seven rigs and related assets, funded by a borrowing under the new acquisition credit facility. Mr. Blackford signed a two-year employment agreement. Financial statements were promised by February 13, 2005.
13 Jan 2005asset acquisition disposition▲ GoodMajor
Pioneer completed the Allen Drilling acquisition on December 15, 2004, paying $7,200,000 in cash (below the $7,400,000 first announced) for the five rigs and related assets, funded by a borrowing under the new Frost/Bank of Scotland/Zions acquisition facility. It also owes $100,000 a year for five years from December 15, 2005 under a noncompetition agreement with Dixon Allen. Required financial statements were promised by February 28, 2005.