Each one in plain English, with the numbers worked through for a shareholder.
1 Feb 2008financial restatement▼ BadMajor
Surge's second restatement in under eighteen months, and this one costs real money: after taking KPMG's advice it found Canadian tax on the Peace Oil transactions was $3.6-5 million higher than the $1 million it had booked, forcing every 2007 quarter and the Red Earth pro formas to be redone. Much of the profit on Red Earth was never really there.
Gemini Master Fund, Ltd, Gemini Strategies, LLC, Steven Winters reported a Surge Global Energy, Inc. shareholding of 4,000,000 shares (9.90% of votes) in a periodic institutional filing.
Jack Zemer and Sandy Zemer, Trustees of the Zemer Family Trust UADTD, Ori L. Zemer, Tal Zemer, E. Jamie Schloss, Mark C. Fritz, Jeffrey L. Bernstein, David M. Chester, Barry Nussbaum reported a Surge Global Energy, Inc. shareholding of 10,936,500 shares (33.75% of votes) in a periodic institutional filing.
The Signet-Andora merger completed and Surge's 11.55 million Signet shares became 3.43 million Andora shares - about 5.78% of a company controlled by Pan Orient Energy. The Sawn Lake project Surge originated in 2005 was now something it owned a twentieth of, with much of even that in escrow.
Gemini declared Surge in default on the $1.15 million note and demanded immediate redemption, because Surge again failed to register the underlying shares or pay the penalties for not doing so. The money had to be put into escrow. Surge had just banked C$20 million from Red Earth and was still being forced to repay a lender early over paperwork.
The board granted Perez 1.2 million options and Greene 200,000 at $0.34, half of Perez's vesting only when the board approves a new strategic plan - an unusually direct admission that having sold Red Earth, Surge no longer knew what it was.
Days after the Red Earth sale closed, the board paid chief executive David Perez and finance chief William Greene bonuses worth 20% of salary and extended Greene's contract to year end.
5 July 2007asset acquisition disposition● NeutralMajor
The Red Earth sale closed. Surge had owned the leases for less than four months and turned about C$16.35 million into about C$20 million - but it was now, once again, a company holding shares in other people's oil companies rather than an operator.
The Red Earth sale was signed in definitive form on the terms announced two weeks earlier, roughly C$15 million cash and C$5 million in North Peace shares.
Three months after buying Peace Oil, Surge agreed to sell its core Red Earth oil sands leases to North Peace Energy for about C$20 million in cash and shares - a quick markup on the C$16.35 million paid, but it leaves Surge without the operating asset it had just acquired.
On an investor call Surge relayed Signet and Andora's figures for the proposed merger: recoverable reserves rising from about 32 million barrels to about 276 million. The headline is nearly nine times bigger; Surge's share of it would be a fraction of what it once held.
Surge and chairman David Perez committed to vote their Signet shares in favour of merging Signet with Andora Energy - the minority holder locking itself in to a deal that would turn its Signet stake into a much smaller slice of a bigger company.
Surge failed to register Gemini's shares for resale as promised, and restructured its way out: Gemini handed back the stock and put in another $250,000 in exchange for a $1.15 million zero-interest note convertible at $0.37, waiving the penalties it was owed. A financing turned into a debt because the company could not meet a paperwork obligation.
Daniel Schreiber left the board and Robert Fields replaced him on options struck at $0.37 - the third successive director grant at a lower price than the last. Schreiber's departure preceded litigation between him and the company.