Past year: ▼ 87%(2.00c – 59.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
18 Dec 2006material agreement▲ GoodMajor
Edge agreed to buy out Kerr-McGee (by then part of Anadarko) from Chapman Ranch, doubling its interest in the seven wells it had bought into in 2005, adding an 88% stake in two more and taking over as operator, for about $26.0 million.
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.
29 Aug 2006material agreement● Neutral
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.
13 June 2006material agreement● Neutral
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.
15 Mar 2006material agreement● Neutral
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.
6 Dec 2005asset acquisition disposition● NeutralMajor
Edge closed its purchase of all the shares of Cinco Energy Corporation on 30 November 2005, under the agreement dated 21 September 2005 with Yorktown Energy Partners V and VI and three individuals. The price was about $44.7 million in cash, funded by borrowing under the expanded Union Bank of California credit facility. Cinco has no debt and holds interests in the Chapman Ranch Field, Nueces County, Texas: nine non-operated producing wells, one well drilling and about 1,300 net acres. A further $0.8 million is due if the remaining properties qualify for a tax abatement by 31 January 2006, and other price adjustments may follow. This continues the Chapman Ranch buildup begun with the September 2005 deal and funded by debt.
27 Sept 2005material agreement▲ GoodMajor
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.
4 May 2005material agreement● Neutral
Edge's board approved higher pay for outside directors from 1 May 2005: a $20,000 cash and $36,000 stock annual retainer, and $1,500 per meeting. It also changed the 2005 executive bonus targets, adding separate lease operating expense and G&A measures and excluding acquisitions from the finding-and-development cost measure. Bonuses range from 0% to 80% of base salary for Messrs. Long and Tugwell, and 0% to 100% for Mr. Elias. This is governance housekeeping and has no direct effect on the business.
6 Apr 2005material agreement● Neutral
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.
16 Mar 2005financial restatement▼ BadMajor
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.
30 June 2004auditor change▼ Bad
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.
21 May 2004other● Neutral
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.
17 Feb 2004asset acquisition disposition● Neutral
This amendment adds the financial statements and pro forma figures for the Miller Exploration purchase that closed on 4 December 2003. Each Miller share became 1.22342 Edge shares, 2,604,757 Edge shares were issued in total, and Edge also took on Miller options and warrants over 149,869 and 1,101,078 Edge shares. The filing puts the cost at a preliminary $15.5 million ($14.3 million of Edge stock plus $1.2 million of deal costs), higher than the $12.7 million figure used when the deal was agreed. It estimates about $819,000 of one-time integration costs.
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.
31 Oct 2003business combination● Neutral
Edge's third amendment to the Miller merger filing moves both shareholder meetings from 1 December to 4 December 2003. It updates the expected Edge share count after the deal to about 12,148,666, with the issuance to Miller holders unchanged at about 2,597,475 shares. The terms are otherwise as in the prior amendment.
17 Oct 2003business combination● Neutral
Edge's second amendment to the Miller merger filing sets both shareholder meetings for 1 December 2003 and fixes a record date of 6 October. It puts the share issuance at about 2,597,475 new Edge shares (maximum 2,767,801), for roughly 12.13 million Edge shares outstanding after the deal. It also discloses Miller insiders' special interests, including retention bonuses of $160,000 in total. The committed Miller vote is about 50.2%, falling to about 32% if Miller's board changes its recommendation and Guardian Energy Management Corp. is no longer bound to vote in favour.
16 Sept 2003business combination● Neutral
Edge's first amendment to the Miller merger filing lowers the exchange range to about 1.22 to 1.30 Edge shares per Miller share, meaning roughly 2.53 to 2.69 million new Edge shares. It also discloses that Miller holders with about 50.1% of Miller shares, and Edge holders with about 4% of Edge shares, have agreed to vote in favour. The $12.7 million value no longer appears in the opening letter. Meeting dates are still blank.
25 June 2003business combination● Neutral
Edge filed the formal registration for the Miller Exploration merger agreed in May 2003, a stock-for-stock deal valued at $12.7 million. Miller holders would get roughly 1.23 to 1.31 Edge shares per Miller share, with up to 4,136,595 Edge shares registered. Edge holders must approve the share issuance, and are also asked to raise the incentive plan from 1,200,000 to 1,700,000 shares (the plan increase only takes effect if the merger closes). Meeting dates and final share counts are still blank.
3 June 2003business combination▲ GoodMajor
Edge agreed to buy Miller Exploration in an all-stock merger valued at $12.7 million. The number of Edge shares issued would be set by a 20-day average Edge price, collared between $4.70 and $5.00 per share.
19 July 2002auditor change● Neutral
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.
10 Oct 2001auditor change● Neutral
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.
