Past year: ▲ 10%(38.14 – 47.52 USD)
Each one in plain English, with the numbers worked through for a shareholder.
17 Nov 2005dividend declaration▲ Good
On November 15, 2005 XTO raised its quarterly dividend to 7.5 cents from 5 cents per share, payable January 13, 2006 to holders of record December 30, 2005. This is a second increase after the rise from 1 cent to 5 cents in 2004.
1 Nov 2005material agreement● NeutralMajor
On October 24, 2005 XTO signed a ten-year firm transportation deal (dated October 18) with CenterPoint Energy Gas Transmission on a new 168-mile pipeline between the Carthage Hub in East Texas and the Perryville Hub in northeast Louisiana, possibly ready as early as winter 2006-2007. XTO commits to 600,000 MMBtu/day and a minimum monthly fee of $2.6M plus fuel of 0.8% to 1.6%. This adds to the July pipeline commitment, and the filing says it supports production growth in north and east Texas.
11 July 2005material agreement● NeutralMajor
On July 5, 2005 XTO agreed to a ten-year firm gas transportation deal with Energy Transfer Fuel, LP on a new 264-mile North Texas to East Texas pipeline, expected to be complete in 2007. Once built, XTO pays a minimum monthly fee of about $2.1M rising to about $4.1M by year four. The filing says this accommodates planned Freestone Trend and Barnett Shale growth and lifts takeaway capacity to 1.10-1.45 Bcf/d by the end of the decade.
23 May 2005material agreement● Neutral
On May 17, 2005 the board raised annual retainers to $180,000 for non-employee directors (from $100,000) and $90,000 for advisory directors (from $50,000). Following promotions effective May 1, Hutton (President) goes to $625,000 salary, Vennerberg to $500,000 and Petrus to $300,000. Mid-year bonuses were approved, including $14,000,000 for CEO Bob Simpson, $800,000 for Hutton, $650,000 for Vennerberg, $300,000 for CFO Baldwin and $200,000 for Petrus.
5 Apr 2005business combination▲ GoodMajor
XTO closed the Antero acquisition on April 1, 2005. Final consideration was $685M, with 13,333,333 shares and 2,000,000 warrants at $27.00 issued after the split adjustment, and the cash funded from the senior revolving credit facility. XTO also assumed $175M of debt tied to the midstream pipeline assets and another $43M for development, bringing the purchase price to $903M. XTO's engineers estimate 440 Bcf proved reserves, with production about 65 MMcf/d and 66,000 net acres (up from 61,000). This resolves the pending Antero deal.
4 Apr 2005debt financing● NeutralMajor
On April 1, 2005 XTO replaced its February 2004 revolver with a new $1.5B five-year revolving credit agreement with J.P. Morgan Chase as agent, due April 1, 2010 and expandable to $2B. $840M was already drawn, primarily for the Antero acquisition. The same day the November 2004 $300M term loan was amended to match the new revolver's covenants. This continues the Antero funding thread: bank borrowing is up.
28 Mar 2005business combination● NeutralMajor
On March 22, 2005 XTO signed a second amendment to the Antero merger agreement. The share and warrant numbers were restated for the March 15, 2005 four-for-three split: 13,333,333 shares and warrants for 2,000,000 shares at $27.00, with the $337.5M cash unchanged. A second merger step into XTO Barnett LLC is added to make the deal a tax-free reorganization, and the consideration is reallocated among Antero's holders, who elect stock or cash. Closing is still expected on or before April 1, 2005.
22 Feb 2005material agreement● Neutral
On February 15, 2005 the board granted unrestricted shares under the 2004 Stock Incentive Plan to non-employee directors: 2,500 shares each to Adams, Kevil, Sherman and Simons, and 1,250 to advisory director Lane Collins. The shares vested immediately, as part of director pay; this is a small dilution.
9 Feb 2005business combination● NeutralMajor
On February 3, 2005 XTO amended its January 2005 Antero merger agreement so that it also acquires the gas gathering system of Antero Resources Pipeline, L.P. (Tarrant, Wise and Denton counties, Texas) at a deemed price of $175M. The $337.5M cash, 10,000,000 shares and 1,500,000 warrants at $36.00 are unchanged, but the Antero debt XTO assumes at closing is adjusted accordingly. Closing is still expected on or before April 1, 2005, subject to antitrust clearance.
18 Jan 2005drilling progress report● Neutral
On January 17, 2005 XTO's board approved an $850M development and exploration budget for 2005, covering 735 wells (560 net) and about 540 workovers and recompletions (400 net). Of the total, $400M goes to the Eastern Region, $170M to the Barnett Shale, $85M to the San Juan, Raton and Uinta basins, $85M to the Permian, $80M to Arkoma and Mid-Continent, and $30M to exploration.
13 Jan 2005business combination▲ GoodMajor
On January 9, 2005 XTO agreed to buy Antero Resources Corporation, a private Barnett Shale (Fort Worth Basin) producer, for about $685M: roughly $337.5M cash, 10,000,000 XTO shares, and warrants for 1,500,000 shares at $36.00 for five years. XTO estimates 440 Bcf of proved reserves (about 41% developed) and 60 MMcf/d of production, and expects to close on or before April 1, 2005, subject to antitrust waiting-period expiry. The cash is expected to come from cash flow and bank credit facilities. The new shares and warrants will dilute existing holders. This builds on the Barnett Shale acreage XTO obtained in the August 2004 related-party swap.
13 Dec 2004business combination● Neutral
XTO filed the registration needed to swap the $350M of 5.00% senior notes due 2015, sold privately in September 2004, for identical registered notes. The notes mature January 31, 2015 and are unsecured. XTO receives no new proceeds and is doing this to meet its registration rights agreement. This continues the open registered-exchange item and does not change XTO's debt.
22 Nov 2004material agreement● Neutral
Shareholders approved the 2004 Stock Incentive Plan on November 16, 2004, replacing the 1998 plan, under which no further awards will be made. It allows up to 18,000,000 shares for awards, of which 9,000,000 can be full-value awards such as stock grants. This can dilute existing shareholders as awards are made, though the filing does not say how many will be granted.
17 Nov 2004debt financing● NeutralMajor
On November 10, 2004 XTO signed a new five-year, unsecured $300M term loan with Bank of America and a group of banks, due April 1, 2010, at LIBOR plus 0.75%. The proceeds were used to repay amounts owed under its existing 5-year revolving credit facility, the facility that helped fund the ChevronTexaco purchase. This replaces part of the revolver borrowing with a fixed-term loan rather than adding to total borrowing.
1 Nov 2004asset acquisition disposition● NeutralMajor
XTO filed the financial statements and pro forma figures for the August 2004 ChevronTexaco purchase, which it had said were due by November 1, 2004. The acquired properties had revenues of $339.4M and revenues over direct operating expenses of $227.6M in 2003, and $129.7M in the first half of 2004. The filing also discloses that in August 2004 XTO swapped $37.8M of mainly ChevronTexaco-sourced interests for 19,000 net Barnett Shale acres plus $25.4M of other consideration with companies owned by the adult children and a brother of CEO Bob Simpson. The related parties also exercised an option on October 27, 2004 to buy other acquired properties for $12.8M. Lehman Brothers gave the board a fairness opinion. Reserves of the acquisition were reduced by 29.4 Bcf of gas and 3.19 million barrels of oil as a result. This closes the financial-statement item and adds a related-party transaction.
21 Oct 2004material agreement● Neutral
On October 15, 2004 the board rewrote the change-in-control agreements for five executive officers (Simpson, Palko, Baldwin, Hutton, Vennerberg). Instead of performance shares tied to the share price above $12, they will now get a lump-sum cash payment equal to the value of 500,000, 275,000, 50,000, 225,000 and 200,000 shares respectively. The separate fixed grants for Baldwin, Hutton and Vennerberg (50,000, 187,500, 150,000 shares) become cash too. The company will also cover any 20% parachute excise tax on these payments. The filing does not say why the change was made.
24 Sept 2004debt financing● NeutralMajor
XTO agreed on September 20, 2004 to sell $350 million of unsecured 5.00% senior notes due January 31, 2015 in a private placement at 99.918% of par, closing September 23, 2004. Terms require XTO to later swap them for registered notes. The filing does not state how the proceeds will be used.
20 Aug 2004asset acquisition disposition▲ GoodMajor
XTO closed its purchase of properties from ChevronTexaco on August 16, 2004 for $912 million, including a $110 million deposit paid in May 2004. XTO's engineers estimate 732 Bcfe of reserves acquired, adding about 88 million cubic feet of gas and 14,000 barrels of oil a day, and opening coal bed methane in the Rockies and a South Texas region. Funding came from bank credit facilities and the May 2004 stock sale; financial statements and pro forma figures are due by November 1, 2004, and price adjustments follow within twelve months.
20 Aug 2004dividend declaration▲ GoodMajor
XTO raised its quarterly cash dividend 400%, from 1 cent to 5 cents per share, payable October 15, 2004 to holders of record September 30, 2004. The board also authorised buying back up to 15 million shares (about 6% of shares outstanding), replacing the unused May 2000 authorisation.
21 Aug 2003dividend declaration▲ Good
XTO's board declared a dividend of 0.0074 Cross Timbers Royalty Trust units per XTO share, distributing all the trust units XTO bought in the open market between 1996 and 1998. Record date is September 2, 2003 and mailing is September 18, 2003; cash is paid for fractional units.
9 June 2003business combination● Neutral
Amendment No. 1 to the exchange-offer filing sets the offer's expiry at July 10, 2003 and dates the prospectus June 9, 2003. Terms are otherwise as in the original: $400 million of 6¼% notes due 2013 swapped for registered ones, with no new proceeds to XTO.
2 June 2003business combination● Neutral
XTO filed to let holders swap the $400 million of 6¼% Senior Notes due 2013 (privately sold April 23, 2003) for identical notes registered with the SEC. This fulfils a registration-rights promise made at the private sale; XTO receives no new money and the debt total does not change.
25 June 2002auditor change● Neutral
This amendment to the May 2002 auditor-change filing clarifies that KPMG LLP was also appointed auditor of the XTO Energy Inc. Employees 401(k) Plan for fiscal 2001 and 2002. No other change to the earlier disclosure.
22 May 2002auditor change● Neutral
XTO Energy replaced its auditor Arthur Andersen LLP with KPMG LLP for fiscal 2002, effective May 20, 2002, on the Audit Committee's recommendation and Board approval. The filing says Andersen's reports for the last two years had no adverse opinion or disagreements; the only note was an explanatory paragraph on the 2001 change in accounting for derivatives and hedging.
24 Mar 1997listing compliance notice▼ BadMajor
XTO ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.
