Past year: ▼ 90%(0.00c – 0.10c USD)
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.
25 Sept 2007asset acquisition disposition▼ BadMajor
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.
10 Aug 2007debt default or forbearance▼ BadMajor
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.
23 July 2007director officer appointment▼ Bad
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.
6 July 2007director officer appointment● Neutral
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.
29 June 2007material agreement● Neutral
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.
28 June 2007listing compliance notice▼ Bad
Surge Global Energy, Inc. withdrew a registration statement, abandoning the offering it covered.
15 June 2007material agreement● NeutralMajor
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.
14 June 2007business combination▲ GoodMajor
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.
29 May 2007material agreement● NeutralMajor
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.
16 May 2007asset acquisition disposition▼ Bad
This amendment adds the financial statements of Peace Oil Corp. and pro forma accounts for the acquisition completed March 2, 2007 by Cold Flow Energy. It also notes a second amendment to the purchase agreement dated April 16, 2007 that changed the deadline for filing a registration statement. Peace Oil's accounts show a development-stage company with a $5,786,070 loss for the year to September 30, 2006 (almost all $5,686,572 non-cash compensation), $685,659 of cash and $6,556,132 of liabilities at December 31, 2006, and its auditor raised going-concern doubt.
25 Apr 2007capital raising announcement▼ BadMajor
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.
29 Mar 2007director officer appointment▼ Bad
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.
13 Mar 2007asset acquisition disposition● Neutral
This amendment clarifies how the Peace Oil purchase of March 2, 2007 is structured: Peace Oil is bought through Cold Flow Energy ULC, owned by 1294697 Alberta Ltd., which Surge owns entirely and formed on Canadian tax counsel's advice. Part of the price is four promissory notes; three are due by August 30, 2007, and once those are paid the security (including the gross overriding royalty) ends, leaving a fourth note of CDN$1.6 million due December 21, 2007.
8 Mar 2007asset acquisition disposition▲ GoodMajor
Surge completed the Peace Oil acquisition for C$16.35 million - part cash, part exchangeable preferred shares in Cold Flow - giving it a direct 30% working interest in 86,400 acres of Red Earth oil sands leases. This is Surge's only wholly controlled asset since Signet slipped away, and it would hold it for less than four months.
18 Dec 2006material agreement● Neutral
The company formally finalised CFO William Greene's employment agreement on December 14, 2006, effective June 30, 2006 for a one-year term. He gets a $180,000 salary plus medical benefits and 400,000 options at $1.11 over ten years, vesting monthly over three years, with immediate vesting if he is terminated without cause or on a change in control.
4 Dec 2006capital raising announcement● NeutralMajor
Surge raised $1.35 million at $0.45 from hedge fund Gemini Master Fund and existing holder Mark Fritz - a third of the March price - and simultaneously agreed to buy Peace Oil Corp through a new Canadian subsidiary, Cold Flow Energy. Having been diluted out of Sawn Lake, Surge was buying its way back into Alberta oil sands with money raised on much worse terms.
12 Oct 2006director officer appointment● NeutralMajor
Stephen Sharpe resigned after three months and Surge replaced him with three genuinely senior independents - former San Diego Gas & Electric chief Thomas Page, Sempra director Richard Collato, and John Stiska. Their options were struck at $0.50, a third of the price paid in March's placement, which says more about the stock than the press release does.
20 Sept 2006asset acquisition disposition● Neutral
This filing supplies the promised pro forma numbers for losing control of Signet. Surge's direct stake fell from 44.77% to 27.30% after the July 2006 C$18.7 million Signet financing, and Signet will be deconsolidated in the quarter ending September 30, 2006 and accounted for as an equity investment. On the pro forma June 30, 2006 balance sheet, total assets drop from $20,037,470 to $13,536,795 while stockholders' equity rises from $3,000,875 to $10,281,051, driven by recorded gains/revaluation of the Signet stake (equity investment $4,647,410 pro forma).
18 Sept 2006financial restatement▼ BadMajor
Surge told investors not to rely on its June 30, 2006 quarterly financial statements until an amended 10-QSB was filed. It found foreign-currency translation effects on discontinued operations had been misclassified in the balance sheet, income statement, equity and cash flow statements, with no change to loss from continuing operations, per-share results or cash balances.
2 Aug 2006material agreement● Neutral
Kenneth Druck and Stephen Sharpe joined the board at $18,000 a year plus options at $1.11, and finance chief Greene's options were repriced down from $1.75 to $1.11 - the first visible admission that the share price was falling.
11 July 2006asset acquisition disposition● NeutralMajor
On July 7, 2006, Signet Energy, which runs the Sawn Lake oil sands project from the 2005 farm-out, sold 16,293,000 of its own shares for C$18,736,950 to investors. Surge received none of the money, and its share of Signet fell so that it no longer controls over 50% of the voting stock, so Signet will be removed from Surge's consolidated accounts. This filing only corrects a date typo (June to July 7) and adds the deconsolidation note. The filing says Signet has drilled one well and earned a 40% working interest in 6 sections, and must complete the farm-in by February 25, 2008.
11 July 2006asset acquisition disposition▼ BadMajor
The dilution predicted by December's subsidiary financing arrived: Signet sold $18.7 million of its own stock, none of which Surge received, and Surge dropped below 50%. Sawn Lake - the only project Surge had ever operated - stopped being consolidated into its accounts, leaving Surge a minority shareholder in the company that holds its asset.
30 June 2006director officer appointment● Neutral
The board sacked E. Jamie Schloss as finance chief and replaced him with William Greene, a compliance consultant who had been doing Surge's filing work. Schloss stayed in the company's orbit and would return as chief executive two years later.
23 Mar 2006director officer appointment▲ GoodMajor
Surge raised $1.8 million selling 1.2 million shares at $1.50 to a dozen private buyers with matching warrants - its best-priced raise, done while Sawn Lake still looked like a growing asset.
16 Mar 2006material agreement● Neutral
Surge signed a one-year sublease on San Diego offices at $3,600 a month - routine, and notable only because the landlord, Granite Financial, is owned by director Daniel Schreiber, whom Surge would later be in litigation with.
28 Dec 2005capital raising announcement● NeutralMajor
Surge's subsidiary Signet Energy raised C$5.708 million on December 20, 2005, from 1.6 million flow-through shares at C$1.30 and C$3.7 million of 7% convertible debentures. It followed a C$8.55 million debenture raise in November, and proceeds were for drilling and delineation at Sawn Lake.
19 Oct 2005drilling progress report▼ BadMajor
Two things at once: Surge spudded its first well at Sawn Lake in late September and won approval to drill a horizontal producer - and then Deep Well and Northern, its own farm-out partners, sued it in the Alberta courts over that same agreement. The asset and the lawsuit over the asset arrived in the same month.
25 Aug 2005capital raising announcement▲ GoodMajor
Surge raised just $300,000 at $1.00 a share, and every buyer was an existing investor or a director - Fritz, Idziszek, Vandergrift, Gersh and Plaksin. More significantly, holders of $1.71 million of convertible notes agreed to convert on the same terms, clearing the debt taken on to fund Sawn Lake.
