<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 1997
REGISTRATION NO. 333-17267
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
----------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
EDGE PETROLEUM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1311 76-0511037
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
TEXACO HERITAGE PLAZA
1111 BAGBY, SUITE 2100
HOUSTON, TEXAS 77002
(713) 654-8960
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES D. CALAWAY
PRESIDENT
EDGE PETROLEUM CORPORATION
TEXACO HERITAGE PLAZA
1111 BAGBY, SUITE 2100
HOUSTON, TEXAS 77002
(713) 654-8960
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
GENE J. OSHMAN T. MARK KELLY
BAKER & BOTTS, L.L.P. VINSON & ELKINS L.L.P.
3000 ONE SHELL PLAZA 1001 FANNIN, SUITE 2500
HOUSTON, TEXAS 77002-4995 HOUSTON, TEXAS 77002-6760
(713) 229-1234 (713) 758-2222
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
----------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED FEBRUARY 21, 1997
2,000,000 SHARES
EDGE PETROLEUM CORPORATION
COMMON STOCK
-----------
All the shares of Common Stock offered hereby (the "Offering") are being
issued and sold by Edge Petroleum Corporation (the "Company"). The Common Stock
has been approved for inclusion on the Nasdaq National Market under the symbol
"EPEX." Prior to this Offering, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price will be
between $15.00 and $17.00 per share. See "Underwriting" for factors to be
considered in determining the initial public offering price.
-----------
SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- --------------------------------------------------------------------------------
Per Share................................ $ $ $
- --------------------------------------------------------------------------------
Total(3)................................. $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses estimated at $1.5 million, payable by the
Company.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 300,000 additional shares of Common Stock on the same terms and
conditions as the securities offered hereby solely to cover over-
allotments, if any. If the option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions and Proceeds to Company will
be $ , $ and $ , respectively. See "Underwriting."
-----------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject
to certain other conditions including the right of the Underwriters to
withdraw, cancel, modify or reject any order in whole or in part. It is
expected that delivery of the shares will be made on or about , 1997, at
the offices of Raymond James & Associates, Inc., St. Petersburg, Florida.
-----------
RAYMOND JAMES & ASSOCIATES, INC.
JEFFERIES & COMPANY, INC.
PRINCIPAL FINANCIAL SECURITIES, INC.
The date of this Prospectus is , 1997
<PAGE>
[Photograph showing an employee of the Company utlizing 3-D seismic data
visualization technology]
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE OVER-THE-
COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED MAY BE
DISCONTINUED AT ANY TIME.
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, the information in
this Prospectus (i) gives effect to the Combination Transactions (as defined
below under "--The Combination Transactions") and assumes that all interests
that are the subject of such transactions are acquired by the Company in
exchange for the issuance of approximately 4,700,000 shares of common stock,
par value $.01 per share, of the Company (the "Common Stock") and (ii) assumes
that the Underwriters' over-allotment option will not be exercised. Unless
otherwise indicated by the context, references herein to the "Company" mean
Edge Petroleum Corporation, a Delaware corporation that is the issuer of the
Common Stock offered hereby, and its corporate and partnership subsidiaries and
predecessors. Certain terms used herein relating to the oil and natural gas
industry are defined in the Glossary of Certain Industry Terms included
elsewhere in this Prospectus.
THE COMPANY
OVERVIEW
The Company explores for oil and natural gas by emphasizing the integrated
application of highly advanced data visualization techniques and computerized
3-D seismic data analysis to identify potential hydrocarbon accumulations. The
Company believes its approach to processing and analyzing geophysical data
differentiates it from other independent exploration and production companies
and is more effective than conventional 3-D seismic data interpretation
methods. The Company utilizes a fully integrated, client-server environment
including nine workstation nodes with a high performance Silicon Graphics
server. This hardware configuration enables the Company to utilize advanced
interpretation software, including both Earth Cube and Voxel Geo technology.
The Company also believes that it maintains one of the largest databases of
onshore South Texas Gulf Coast 3-D seismic data of any independent oil and gas
company, and is continuously acquiring substantial additional data within this
core region.
The Company acquires 3-D seismic data by organizing and designing regional
data acquisition surveys for its proprietary use, as well as through selective
participation in regional non-proprietary 3-D surveys. The Company negotiates
seismic options for a substantial majority of the areas encompassed by its
proprietary surveys, thereby allowing it to secure identified prospect
leasehold interests on a non-competitive, pre-arranged basis. In the Company's
non-proprietary 3-D survey areas, the Company's technical capabilities allow it
to rapidly and comprehensively evaluate large volumes of regional 3-D seismic
data, facilitating its ability to identify attractive prospects within a
surveyed region and to secure the corresponding leasehold interests ahead of
other industry participants.
The Company's extensive technical expertise has enabled it to internally
generate all of its 3-D prospects drilled to date and to assemble a large
portfolio of 3-D based drilling prospects. The Company pursues drilling
opportunities that include a blend of shallower, normally pressured reservoirs
that generally involve moderate costs and risks as well as deeper, over-
pressured reservoirs that generally involve greater costs and risks, but have
higher economic potential. The Company mitigates its exposure to exploration
costs and risk by conducting its operations with industry partners, including
major oil companies and large independents, that generally pay a
disproportionately greater share of seismic acquisition and, in many instances,
leasing and drilling costs than the Company.
The Company has experienced rapid increases in reserves, production and cash
flow since early 1995 due to the growth of its 3-D based drilling activities
and the retention of progressively larger interests in its exploration
projects. From January 1, 1995 to December 31, 1996, reserves discovered from
Company-generated prospects totaled 99.4 Bcfe, while the Company's net proved
reserves increased from 5.9 Bcfe to 17.3 Bcfe at an average cost to the Company
of $0.59 per Mcfe. The Company drilled 13 gross (0.42 net) wells in 1994, 35
gross (13.5 net) wells in 1995 and 45 gross (19.8 net) wells in 1996. For the
period from January 1, 1995 through December 31, 1996, the Company's commercial
well success rate was approximately 68% for the 80 gross (33.3 net) exploratory
wells drilled (of which 73 were based on its interpretation of 3-D seismic
data).
3
<PAGE>
The Company's future growth will be driven by the drilling and development of
existing opportunities from its prospect portfolio as well as new 3-D based
prospects that are continually being identified by the Company's exploration
team. The Company intends to substantially increase its drilling activities and
has budgeted 120 gross (46.3 net) wells to be drilled in 1997. The Company
currently anticipates increasing its capital expenditure budget to at least
$20.0 million in 1997 from $10.5 million in 1996. The Company believes the
proceeds of this Offering will enable it to increase the number and size of
additional 3-D seismic acquisition projects in which it participates,
accelerate its drilling activities and retain a greater share of the reserves
it discovers.
BUSINESS STRATEGY
The Company's business strategy is to expand its reserves, production and
cash flow through a disciplined, integrated technology-based program of
exploring for oil and natural gas, which emphasizes the following key
components:
FOCUSED EXPLORATION. The Company intends to maintain its exploration
focus along the onshore Gulf Coast with continued emphasis in South Texas
because of its 3-D seismic expertise in this region. The Company believes,
based on the results of its recent exploration activities, that significant
undiscovered reserves remain in this region. The Company also plans to
utilize its existing database consisting of 567 square miles of 3-D seismic
and geologic data (509 square miles of which are in South Texas) and its
knowledge of the region's producing fields and trends to further expand its
operations within this core region. The Company is currently in the process
of acquiring an additional 459 square miles of 3-D seismic data in South
Texas, which the Company believes will generate a significant number of
additional prospects in 1997 and beyond.
TECHNOLOGICAL EXPERTISE. The Company seeks to explore for and add oil and
natural gas reserves through its advanced 3-D seismic data visualization
and interpretation techniques. These techniques enable its exploration team
to analyze large amounts of 3-D seismic information and to rapidly identify
important patterns or attributes in the data which may indicate hydrocarbon
traps. The Company's technical abilities have allowed it to discover oil
and natural gas reservoirs in existing producing trends with geological
complexities that have eluded conventional interpretation. The Company
plans to continue to enhance its visualization and interpretation strengths
as new technologies and processes are developed.
SOPHISTICATED AND EXPERIENCED TECHNICAL TEAM. The Company has assembled a
team of highly talented geoscientists and other technical personnel who are
experienced in the use of advanced exploration methodologies, and it
actively seeks to identify and attract new members to its exploration team.
The Company provides its personnel with a technologically advanced work
environment, training and results-oriented compensation, including
participation in the Company's stock option plan. The Company believes that
the use of advanced technology by its technical personnel together with
increased capital resources will be critical components to implementing its
business strategy.
PROSPECTS WITH ATTRACTIVE RISK/REWARD BALANCE. The Company typically
retains all or the majority of its interests in prospects with normally
pressured and generally shallow reservoirs. Such prospects are often
located in areas with existing pipelines and production infrastructure,
which facilitate and expedite the commencement of production and cash flow.
The Company typically sells to industry partners, on a promoted basis, a
portion of its interests in prospects that involve higher costs and greater
risks, or consist of deep, over-pressured and often larger reservoirs, in
order to mitigate its exploration risk and fund the anticipated capital
requirements for the portion of those prospects it retains.
CONTROL OVER CRITICAL EXPLORATION FUNCTIONS. In its participation
agreements with industry partners, the Company generally seeks to exercise
control over what it believes to be the most critical functions in the
exploration process. These functions include determining the area to
explore; managing the land permitting
4
<PAGE>
and optioning process; determining seismic survey design; overseeing data
acquisition and processing; preparing, integrating and interpreting the
data; and identifying each prospect and drill site. The Company seeks
operator status and control over the remaining aspects of field operations
when it believes its expertise can add value to these functions.
CURRENT EXPLORATORY PROJECTS
The Company is currently evaluating 14 exploration project areas covering
approximately 1,026 square miles (656,640 acres) that are based on 3-D seismic
surveys ranging from regional non-proprietary group shoots to single field
proprietary surveys. To date, all project areas for which seismic data has been
interpreted have yielded multiple prospects and drill sites. The Company is
continuing to receive and interpret data covering these project areas and
believes that each project area has the potential for additional prospects and
drill sites. The Company's partners in these projects include, among others,
Belco Oil and Gas Corp., Carrizo Oil and Gas, Inc., Chevron Corporation,
Cheyenne Petroleum Company, IP Petroleum Company, Inc., KCS Energy, Inc.,
Pennzoil Company, Phillips Petroleum Company and Texaco Inc. For additional
information as to these project areas, see "Business--Significant Project
Areas."
1997 3-D BASED EXPLORATION PROGRAM
<TABLE>
<CAPTION>
SQUARE MILES OF GROSS ACREAGE
3-D SEISMIC DATA SCHEDULED ADDITIONAL LEASED OR
RELATING TO 1997 1997 BUDGETED TOTAL 1997 UNDER OPTION AT
PROJECT AREAS PROJECT AREA WELLS (/1/) WELLS (/2/) BUDGETED WELLS DECEMBER 31, 1996
- ------------- ---------------- ----------- ------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
TEXAS
Encinitas/Kelsey...... 32 6 2 8 9,110
Everest............... 340 (/3/) 8 11 19 4,888
Cameron............... 325*(/3/) * * * *
Nita/Austin........... 42 2 2 4 19,119
Spartan............... 23 5 1 6 5,855
Belco................. 114* * 41(/4/) 41(/4/) 36,657
Tyler................. 25 1 -- 1 3,750
Buckeye............... 20* * 11(/4/) 11(/4/) 12,000
Hiawatha.............. 23 3 9 12 14,985
East McFaddin......... 11 2 5 7 6,640
Triple "A"............ 13 -- 1 1 2,830
MISSISSIPPI
Tallahala Creek....... 28 4 -- 4 3,240
Quito................. 10 1 3 4 2,760
ALABAMA
Barnett............... 20 2 -- 2 578
----- --- --- --- -------
Total................... 1,026 34 86 120 122,412
===== === === === =======
</TABLE>
- --------
* 3-D seismic data is currently being acquired and/or processed in the project
area.
(1) Consists of identified drill sites that are fully evaluated, leased and
have been or are scheduled to be drilled during 1997.
(2) Consists of budgeted wells based upon the Company's 1997 capital budget.
The number of budgeted wells drilled could be materially affected by
drilling results of other scheduled or budgeted wells. There is less
certainty as to the drilling of these wells than with scheduled wells.
(3) Represents non-proprietary group shoots in which the Company is a
participant.
(4) Includes prospects for which 3-D seismic data is being acquired. The number
of wells indicated is based upon statistical results of drilling activities
in adjoining Company 3-D project areas that the Company believes are
geologically similar.
5
<PAGE>
Although the Company is currently pursuing each scheduled or budgeted well as
set out in the preceding table, there can be no assurance that these wells will
be drilled at all or within the expected timeframe. The final determination
with respect to the drilling of any scheduled or budgeted wells will be
dependent upon a number of factors, including (i) the results of exploration
efforts and the acquisition, review and analysis of the seismic data, (ii) the
availability of sufficient capital resources by the Company and the other
participants for the drilling of the prospects, (iii) the approval of the
prospects by other participants after additional data has been compiled, (iv)
economic and industry conditions at the time of drilling, including prevailing
and anticipated prices for oil and natural gas and the availability of drilling
rigs and crews, (v) the financial resources and results of the Company, and
(vi) the availability of leases on reasonable terms and permitting for the
prospect. There can be no assurance that any of the scheduled or budgeted wells
identified on the preceding table will, if drilled, encounter reservoirs of
commercially productive oil or natural gas. See "Risk Factors--Dependence on
Exploratory Drilling Activities," "--Reserve Replacement Risk" and "--
Uncertainty of Reserve Information and Future Net Revenue Estimates."
THE COMBINATION TRANSACTIONS
Substantially all of the operations of the Company are currently conducted
through Edge Joint Venture II (the "Joint Venture"), the interests in which are
currently owned by certain affiliates of the Company. Concurrently with this
Offering, the Company plans to acquire, directly or indirectly, substantially
all of the interests in the Joint Venture in exchange for shares of Common
Stock (the "Combination Transactions"). If the Company acquires all of the
interests that are the subject of the Combination Transactions, an aggregate of
approximately 4,700,000 shares of Common Stock will be issued in the
Combination Transactions. Although the Company is seeking to acquire all of the
interests in the Joint Venture, if any interest holders elect to retain their
current interests, the Company will not own all of the interests in the Joint
Venture. The Joint Venture was dissolved on December 31, 1996 and entered into
a two year windup period. During such period the Company will continue to
develop existing properties and identified prospect areas through the Joint
Venture. Thereafter, the Joint Venture will liquidate and distribute its assets
to the Company and any interest holders who elect to retain their current
interests. The Company will be required to allow any non-exchanging offerees in
the Combination Transactions to participate in the continued development of
certain prospects and areas of mutual interest following the distribution of
such assets. See "Certain Transactions--The Combination Transactions."
6
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company...... 2,000,000 shares
Common Stock to be outstanding after this
Offering................................ 6,700,000 shares(1)
Proposed Nasdaq National Market Symbol... EPEX
Use of proceeds.......................... To repay indebtedness, to provide
working capital and for general
corporate purposes, including funding
the Company's 3-D seismic data
acquisition, exploration and
development activities. See "Use of
Proceeds."
</TABLE>
- --------
(1) Assumes approximately 4,700,000 shares will be issued in connection with
the Combination Transactions. Does not include (i) 250,585 shares of Common
Stock that will be issued pursuant to restricted stock awards that will be
granted to officers of the Company concurrent with this Offering, (ii)
approximately 350,000 shares of Common Stock issuable pursuant to options
at an exercise price per share equal to the initial public offering price
that will be granted to directors, officers and employees of the Company
concurrent with this Offering and (iii) 97,844 shares of Common Stock that
may be issued pursuant to outstanding options that will be assumed by the
Company from a predecessor entity at a weighted average exercise price of
$3.06 per share. See "Management--Incentive Plans."
RISK FACTORS
Prospective purchasers of Common Stock should carefully consider all of the
information contained in this Prospectus, particularly the factors set forth
herein under "Risk Factors."
7
<PAGE>
SUMMARY HISTORICAL SUPPLEMENTALLY COMBINED
FINANCIAL AND OPERATING DATA
The following table sets forth summary historical supplementally combined
information of the Company for the five years ended December 31, 1996. The
following table also sets forth certain pro forma net income (loss) per share
information. The following financial information should be read in conjunction
with "Capitalization," "Selected Historical Supplementally Combined and Pro
Forma Financial and Operating Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and the audited Supplementally
Combined Financial Statements of the Company and the related notes thereto
included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1992 1993 1994 1995 1996
------- ------- ------ ------- ------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Oil and natural gas
revenue................... $ 572 $ 1,455 $1,994 $ 2,040 $7,719
------- ------- ------ ------- ------
Costs and expenses:
Oil and natural gas
operating expenses...... 76 167 305 686 1,600
Depreciation, depletion
and amortization........ 467 441 593 813 1,613
General and
administrative.......... 2,228 1,734 2,026 2,484 2,753
------- ------- ------ ------- ------
Total operating
expenses.............. 2,771 2,342 2,924 3,983 5,966
------- ------- ------ ------- ------
Operating income (loss).... (2,199) (887) (930) (1,943) 1,753
Interest expense........... (679) (635) (385) (315) (859)
Gain on sale of oil and
gas property.............. 247 2,284 3,337
Other Income............... 233
------- ------- ------ ------- ------
Net income (loss) before
income taxes and minority
interest.................. (2,878) (1,275) 969 1,079 1,127
Income tax expense......... (292) (397) (394)
Minority interest.......... 1,868 721 (543) (576) (433)
------- ------- ------ ------- ------
Net income (loss).......... $(1,010) $ (554) $ 134 $ 106 $ 300
======= ======= ====== ======= ======
Pro forma net income
(loss) per share
(unaudited) (1)........... $ (0.21) $ (0.12) $ 0.03 $ 0.02 $ 0.06
======= ======= ====== ======= ======
Pro forma weighted average
shares outstanding
(unaudited) (1)........... 4,700 4,700 4,700 4,700 4,700
STATEMENT OF CASH FLOW DATA:
Net cash (used) provided
by operating activities
.......................... $(2,035) $(1,046) $ (604) $ (927) $2,278
Net cash (used) provided
by investing activities
.......................... (149) (272) 291 (1,154) (5,651)
Net cash (used) provided
by financing activities
.......................... 230 1,421 (425) 1,932 4,716
OTHER OPERATING DATA:
EBITDA (2)(4).............. $ 136 $ 522 $1,404 $ 1,631 $3,166
Operating cash flow
(3)(4).................... (2,411) (1,081) (722) (1,445) 2,740
Capital expenditures....... 3,811 3,660 6,809 8,512 10,467
</TABLE>
- --------
(1) Pro forma net income (loss) per share has been computed based on the net
income (loss) shown above and assuming the estimated 4,700,000 shares of
Common Stock which may be issued in connection with the Combination
Transactions were outstanding since January 1, 1992.
(2) EBITDA represents earnings before interest expense, income taxes,
depreciation, depletion and amortization.
(3) Operating cash flow represents cash flows from operating activities prior
to changes in assets and liabilities.
(4) Management of the Company believes that EBITDA and operating cash flow may
provide additional information about the Company's ability to meet its
future requirements for debt service, capital expenditures and working
capital. EBITDA and operating cash flow are financial measures commonly
used in the oil and gas industry and should not be considered in isolation
or as a substitute for net income, operating income, cash flows from
operating activities or any other measure of financial performance
presented in accordance with generally accepted accounting principles or as
a measure of a company's profitability or liquidity. Because EBITDA
excludes some, but not all, items that affect net income and because
operating cash flow excludes changes in assets and liabilities and these
measures may vary among companies, the EBITDA and operating cash flow data
presented above may not be comparable to similarly titled measures of other
companies.
8
<PAGE>
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following table sets forth summary unaudited pro forma combined financial
information of the Company for the Combination Transactions for the three years
ended December 31, 1996 as if the Combination Transactions occurred on January
1, 1994. The following financial information should be read in conjunction with
"Capitalization," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the unaudited Pro Forma Combined Financial
Statements of the Company and the related notes thereto, and the audited
Supplementally Combined Financial Statements of the Company and the related
notes thereto included elsewhere in this Prospectus. Pro forma data are based
on assumptions and include adjustments as explained in the notes to unaudited
Pro Forma Combined Financial Statements. The unaudited Pro Forma Combined
Balance Sheet as of December 31, 1996 and the unaudited Pro Forma Combined
Statements of Operations for each of the three years in the period ended
December 31, 1996 were prepared utilizing the audited Supplementally Combined
Financial Statements of the Company. The unaudited Pro Forma Combined Financial
Statements are not necessarily indicative of the results of future operations
of the Company and should be read in conjunction with the audited
Supplementally Combined Financial Statements of the Company appearing elsewhere
in this Prospectus.
Because management believes the most probable outcome of the Combination
Transactions is that substantially all of the interests in Edge Group II
Limited Partnership ("Edge Group II") and Gulfedge Limited Partnership
("Gulfedge") and the interest of Edge Group Partnership ("Edge Group") in the
Joint Venture will be exchanged, the unaudited pro forma data assume 100%
acceptance. Such pro forma data reflects the Combination Transactions as if
they will be accounted for as a reorganization pursuant to Staff Accounting
Bulletin 47 because of the degree of common ownership among the combining
entities and only equity interests in the entities will be exchanged.
Accordingly, the net assets acquired in the Combination Transactions will be
recorded at the historical cost basis of the predecessor owners. The table on
the following page shows pro forma data assuming 90% acceptance of the exchange
offer by holders of limited partner interests in Edge Group II and reflects the
Combination Transactions utilizing purchase accounting. For presentation of pro
forma data assuming 80% acceptance of the exchange offer by holders of limited
partner interests in Edge Group II, see "Selected Historical Supplementally
Combined and Pro Forma Financial and Operating Data." See Note 3 to the
unaudited Pro Forma Combined Financial Statements for a more complete
description of the effects of varying levels of possible acceptance of the
exchange offers. For a description of the Combination Transactions, see
"Certain Transactions--The Combination Transactions."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1994 1995 1996
------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Oil and natural gas revenue......... $ 1,994 $ 2,040 $ 7,719
------- ------- -------
Costs and expenses:
Oil and natural gas operating
expenses......................... 305 686 1,600
Depreciation, depletion and
amortization..................... 593 813 1,613
General and administrative........ 2,026 2,484 2,753
------- ------- -------
Total operating expenses........ 2,924 3,983 5,966
------- ------- -------
Operating income (loss)............. (930) (1,943) 1,753
Interest expense.................... (385) (315) (859)
Gain on sale of oil and gas
property........................... 2,284 3,337
Other income........................ 233
------- ------- -------
Net income before income taxes...... 969 1,079 1,127
Income tax expense..................
------- ------- -------
Net income...........................$ 969 $ 1,079 $ 1,127
======= ======= =======
Net income per share(1)............. $ 0.21 $ 0.23 $ 0.24
======= ======= =======
Weighted average shares
outstanding(1)..................... 4,700 4,700 4,700
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
-----------------------------------------
THE COMPANY AS ADJUSTED AS ADJUSTED
SUPPLEMENTALLY FOR THE FOR THE
COMBINED COMBINATION(2) OFFERING(3)
-------------- -------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital..................... $ 690 $ 2,024 $19,840
Property and equipment, net......... 11,989 11,989 11,989
Total assets........................ 19,556 19,557 35,843
Long-term debt, including current
maturities......................... 11,862 11,862 412
Equity.............................. (373) 3,476 31,736
</TABLE>
- --------
(1) Pro forma net income per share has been computed assuming the estimated
4,700,000 shares of Common Stock which may be issued in connection with the
Combination Transactions were outstanding since January 1, 1994.
(2) Gives effect to the Combination Transactions reflecting the elimination of
minority interest and income taxes as if such transactions had been
consummated as of December 31, 1996.
(3) Assumes the issuance in this Offering of 2,000,000 shares of common stock
at $16.00 per share and application of the net proceeds therefrom.
9
<PAGE>
The unaudited pro forma data presented below assumes 90% acceptance by the
holders of Edge Group II limited partner interests in the Combination
Transactions and reflects the Combination Transactions utilizing purchase
accounting. The amounts shown below assume consummation of the merger involving
Edge Petroleum Corporation, a Texas corporation ("Old Edge"), and do not
include any amounts attributable to Gulfedge, Edge Group or the J.C. Calaway
Interests, which collectively do not materially affect the results.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
----------------------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
<S> <C>
Oil and natural gas sales revenues..................... $6,926
Operating expenses..................................... 6,353
-------
Operating income....................................... 573
Interest expense....................................... (769)
Other income........................................... 208
-------
Net income............................................. $ 12
=======
Net income per share................................... $ --
=======
Average common shares outstanding...................... 4,322
=======
<CAPTION>
AS OF
DECEMBER 31, 1996
----------------------
(IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Working capital........................................ $ 1,858
Property and equipment, net............................ 20,878
Total assets........................................... 27,939
Long-term debt, including current maturities........... 10,638
Equity................................................. 13,287
</TABLE>
SUMMARY SUPPLEMENTALLY COMBINED OPERATING DATA OF THE COMPANY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
PRODUCTION VOLUMES:
Oil and condensate (MBbls)................. 5 26 61 64 109
Natural gas (MMcf)......................... 273 457 588 513 2,316
Natural gas equivalent (MMcfe)............. 303 613 954 896 2,972
AVERAGE SALES PRICES:
Oil and condensate ($ per Bbls)............ $19.52 $17.52 $17.66 $15.88 $19.31
Natural gas ($ per Mcf).................... 1.77 2.20 1.57 1.99 2.42
Natural gas equivalent ($ per Mcfe)........ 1.90 2.38 2.09 2.28 2.60
AVERAGE COSTS ($ PER MCFE):
Oil and natural gas operating expenses..... $ 0.25 $ 0.27 $ 0.32 $ 0.77 $ 0.54
Depreciation, depletion and amortization... 0.16 0.24 0.42 0.47 0.45
Oil and natural gas operating profit....... 1.49 1.87 1.30 1.04 1.63
NUMBER OF WELLS DRILLED:
Gross...................................... 6 12 13 35 45
Net(1)..................................... 0.54 0.27 0.42 13.51 19.78
</TABLE>
- --------
(1) Wells in which the Company holds an after payout working interest are not
included because such interests had not been earned at the time of
drilling. The percentage of the Company's wells in which it holds solely an
after payout working interest has substantially decreased in the last two
years.
10
<PAGE>
SUMMARY OIL AND NATURAL GAS RESERVE DATA
The following table sets forth summary data with respect to the Company's
estimated historical proved oil and natural gas reserves as of the dates
indicated and the estimated future net cash flows attributable thereto. Such
estimates are prepared on a pro forma basis after giving effect to the
Combination Transactions. See "Certain Transactions--The Combination
Transactions." All information in this Prospectus relating to estimated net
proved oil and natural gas reserves and the estimated future net revenues
attributable thereto is based upon the reserve report (the "Ryder Scott
Report") prepared by Ryder Scott Company, independent petroleum engineers
("Ryder Scott"). A summary of the Ryder Scott Report as of December 31, 1996 is
included as Annex A to this Prospectus. All calculations of estimated net
proved reserves have been made in accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission") and, except as
otherwise indicated, give no effect to federal or state income taxes otherwise
attributable to estimated future net revenues from the sale of oil and natural
gas. In accordance with such regulations, the Ryder Scott Report used oil and
natural gas prices in effect at December 31, 1996. Natural gas prices at such
date were high relative to prices in recent years. There are numerous
uncertainties inherent in estimating quantities of proved reserves and in
projecting future rates of production and timing of development expenditures,
including many factors beyond the control of the Company. See "Risk Factors--
Uncertainty of Reserve Information and Future Net Revenue Estimates" and
"Business--Oil and Natural Gas Reserves."
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-----------------------
1994 1995 1996(1)
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
NET PROVED RESERVES:
Oil (MBbls)...................................... 368 709 643
Natural gas (MMcf)............................... 3,673 8,821 13,417
Total (MMcfe).................................... 5,881 13,075 17,275
NET PROVED DEVELOPED RESERVES:
Oil (MBbls)...................................... 261 653 570
Natural gas (MMcf)............................... 3,548 6,992 11,301
Total (MMcfe).................................... 5,114 10,910 14,721
Estimated future net revenues before income taxes.. $10,561 $24,463 $52,873
Present value of estimated future net revenues
before income taxes(2)............................ $ 7,946 $17,443 $39,426
Standardized measure of discounted future net cash
flows(3).......................................... $ 6,872 $13,946 $30,200
</TABLE>
- --------
(1) The prices used as of December 31, 1996 averaged $23.69 per Bbl of oil and
$3.62 per Mcf of natural gas. By comparison, the present value of estimated
future pretax net cash flows as of December 31, 1995 was determined by
using the weighted average sales prices that were being realized as of that
date of $17.77 per Bbl of oil and $2.12 per Mcf of natural gas.
(2) The present value of estimated future net revenues attributable to the
Company's reserves was prepared using constant prices as of the calculation
date, discounted at 10% per annum on a pre-tax basis.
(3) The standardized measure of discounted future net cash flows represents the
present value of estimated future net revenues after income taxes
discounted at 10% per annum.
11
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should carefully consider the
risk factors set forth below, as well as the other information contained in
this Prospectus. This Prospectus contains certain forward looking statements.
Actual results may differ materially from those projected in the forward-
looking statements as a result of any number of factors, including the risk
factors set forth below.
DEPENDENCE ON EXPLORATORY DRILLING ACTIVITIES
The success of the Company will be materially dependent upon the continued
success of its exploratory drilling program, which will be funded in part with
the proceeds of this Offering. Exploratory drilling involves numerous risks,
including the risk that no commercially productive natural gas or oil
reservoirs will be encountered. The cost of drilling, completing and operating
wells is often uncertain, and drilling operations may be curtailed, delayed or
cancelled as a result of a variety of factors, including unexpected drilling
conditions, pressure or irregularities in formations, equipment failures or
accidents, adverse weather conditions, compliance with governmental
requirements and shortages or delays in the availability of drilling rigs and
the delivery of equipment. Although the Company believes that its use of 3-D
seismic data and other advanced technology should increase the probability of
success of its exploratory wells and should reduce average finding costs
through elimination of prospects that might otherwise be drilled solely on the
basis of 2-D seismic data and other traditional methods, exploratory drilling
remains a speculative activity. Even when fully utilized and properly
interpreted, 3-D seismic data and visualization techniques only assist
geoscientists in identifying subsurface structures and do not allow the
interpreter to know if hydrocarbons will in fact be present in such structures
if they are drilled. In addition, the use of 3-D seismic data and such
technologies requires greater predrilling expenditures than traditional
drilling strategies and the Company could incur losses as a result of such
expenditures. The Company's future drilling activities may not be successful
and, if unsuccessful, such failure will have an adverse effect on the
Company's future results of operations and financial condition. Prospects may
initially be identified through a number of methods, some of which do not
include interpretation of 3-D or other seismic data, and in which prospects
the Company may not have any option or lease rights. Although the Company has
identified numerous drilling prospects, there can be no assurance that such
prospects will be drilled or that natural gas or oil will be produced from any
such identified prospects or any other prospects. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
VOLATILITY OF NATURAL GAS AND OIL PRICES
The Company's revenues, profitability, future growth and ability to borrow
funds or obtain additional capital, as well as the carrying value of its
properties, are substantially dependent upon prevailing prices of natural gas
and oil. Historically, the markets for natural gas and oil have been volatile,
and such markets are likely to continue to be volatile in the future. Prices
for natural gas and oil are subject to wide fluctuation in response to
relatively minor changes in the supply of and demand for natural gas and oil,
market uncertainty and a variety of additional factors that are beyond the
control of the Company. These factors include the level of consumer product
demand, weather conditions, domestic and foreign governmental regulations, the
price and availability of alternative fuels, political conditions in the
Middle East, the foreign supply of natural gas and oil, the price of foreign
imports and overall economic conditions. It is impossible to predict future
natural gas and oil price movements with certainty. Declines in natural gas
and oil prices may materially adversely affect the Company's financial
condition, liquidity, ability to finance planned capital expenditures and
results of operations. Lower natural gas and oil prices also may reduce the
amount of natural gas and oil that the Company can produce economically. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--Marketing."
The Company periodically reviews the carrying value of its oil and natural
gas properties under the full cost accounting rules of the Commission. Under
these rules, capitalized costs of proved oil and natural gas
12
<PAGE>
properties may not exceed the present value of estimated future net revenues
from proved reserves, discounted at 10%. Application of this "ceiling" test
generally requires pricing future revenue at the unescalated prices in effect
as of the end of each fiscal quarter and requires a write down for accounting
purposes if the ceiling is exceeded, even if prices declined for only a short
period of time. The Company may be required to write down the carrying value
of its oil and natural gas properties when oil and natural gas prices are
depressed or unusually volatile. If a write down is required, it would result
in a charge to earnings and would not impact cash flow from operating
activities.
In order to reduce its exposure to short-term fluctuations in the price of
natural gas, the Company periodically enters into hedging arrangements. The
Company's hedging arrangements apply to only a portion of its production and
provide only partial price protection against declines in natural gas prices.
Such hedging arrangements may expose the Company to risk of financial loss in
certain circumstances, including instances where production is less than
expected, the Company's customers fail to purchase contracted quantities of
oil or natural gas or a sudden, unexpected event materially impacts oil or
natural gas prices. In addition, the Company's hedging arrangements limit the
benefit to the Company of increases in the price of natural gas. Total natural
gas purchased and sold under swap arrangements during the years ended December
31, 1996 and 1995 were 182 MMcf and 122 MMcf, respectively. Gains and losses
realized by the Company under such swap arrangements were $5,270 and $(15,720)
for the years ended December 31, 1996 and 1995, respectively. There was no
hedging activity in 1994. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--General" and "Business--
Marketing."
RESERVE REPLACEMENT RISK
In general, the volume of production from natural gas and oil properties
declines as reserves are depleted, with the rate of decline depending on
reservoir characteristics. Except to the extent the Company acquires
properties containing proved reserves or conducts successful exploration and
development activities, or both, the proved reserves of the Company will
decline as reserves are produced. The Company's future natural gas and oil
production is, therefore, highly dependent upon its level of success in
finding or acquiring additional reserves. The business of exploring for,
developing or acquiring reserves is capital-intensive. To the extent cash flow
from operations is reduced and external sources of capital become limited or
unavailable, the Company's ability to make the necessary capital investment to
maintain or expand its asset base of natural gas and oil reserves would be
impaired. As of December 31, 1996, the Company had participated in a
substantial percentage of its wells as non-operator pursuant to various
agreements. The failure of an operator of the Company's wells to adequately
perform operations, or such operator's breach of the applicable agreements,
could adversely impact the Company. In addition, there can be no assurance
that the Company's future exploration, development and acquisition activities
will result in additional proved reserves or that the Company will be able to
drill productive wells at acceptable costs. See "Management's Discussion of
Analysis and Financial Condition and Results of Operation."
OPERATING RISKS OF NATURAL GAS AND OIL OPERATIONS
The natural gas and oil business involves certain operating hazards such as
well blowouts, craterings, explosions, uncontrollable flows of oil, natural
gas or well fluids, fires, formations with abnormal pressures, pollution,
releases of toxic gas and other environmental hazards and risks, any of which
could result in substantial losses to the Company. The availability of a ready
market for the Company's natural gas and oil production also depends on the
proximity of reserves to, and the capacity of, natural gas and oil gathering
systems, pipelines and trucking or terminal facilities. In addition, the
Company may be liable for environmental damages caused by previous owners of
property purchased and leased by the Company. As a result, substantial
liabilities to third parties or governmental entities may be incurred, the
payment of which could reduce or eliminate the funds available for
exploration, development or acquisitions or result in the loss of the
Company's properties. In accordance with customary industry practices, the
Company maintains insurance against some, but not all, of such risks and
losses. The Company does not carry business interruption insurance. The
occurrence of an event not fully covered by insurance could have a material
adverse effect on the financial condition and results of operations of the
Company. See "Business--Operating Hazards and Insurance."
13
<PAGE>
DEPENDENCE ON KEY PERSONNEL
The Company depends to a large extent on the services of certain key
management personnel, the loss of any of which could have a material adverse
effect on the Company's operations. The Company expects to enter into
employment agreements with each of Mr. John E. Calaway (the Company's Chief
Executive Officer and Chairman of the Board), Mr. James D. Calaway (the
Company's President) and Mr. Michael G. Long (the Company's Chief Financial
Officer) substantially as described herein under "Management--Employment
Agreements" prior to completion of this Offering. The Company does not
maintain key-man life insurance with respect to any of its employees. The
Company believes that its success is also dependent upon its ability to
continue to employ and retain skilled technical personnel. See "Business--
Exploration Technology."
RELIANCE ON TECHNOLOGICAL DEVELOPMENT AND POSSIBLE TECHNOLOGICAL OBSOLESCENCE
The Company's business is dependent upon utilization of changing technology.
As a result, the Company's ability to adapt to evolving technologies, obtain
new products and maintain technological advantages will be important to its
future success. The Company believes that its ability to utilize state of the
art technologies currently gives it an advantage over many of its competitors.
This advantage, however, is based in part upon technologies developed by
others, and the Company may not be able to maintain this advantage. As new
technologies develop, the Company may be placed at a competitive disadvantage,
and competitive pressures may force the Company to implement such new
technologies at substantial cost. There can be no assurance that the Company
will be able to successfully utilize, or expend the financial resources
necessary to acquire, new technology, that others will not either achieve
technological expertise comparable to or exceeding that of the Company or that
others will not implement new technologies before the Company. One or more of
the technologies currently utilized by the Company or implemented in the
future may become obsolete. In such case, the Company's business, financial
condition and results of operations could be materially adversely affected. If
the Company is unable to utilize the most advanced commercially available
technology, the Company's business, financial condition and results of
operations could be materially and adversely affected. See "Business--
Exploration Technology."
SIGNIFICANT CAPITAL REQUIREMENTS
Due to its active exploration and development and technology development
programs, the Company has experienced and expects to continue to experience
substantial working capital needs. While the Company believes that the net
proceeds from this Offering, cash flow from operations and its existing credit
arrangements should allow the Company to successfully implement its present
business strategy, additional financing may be required in the future to fund
the Company's growth and developmental and exploratory drilling and continued
technological development. No assurances can be given as to the availability
or terms of any such additional financing that may be required or that
financing will continue to be available under the existing or new credit
facilities. In the event such capital resources are not available to the
Company, its drilling and other activities may be curtailed. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."
CERTAIN POTENTIAL CONFLICTS OF INTEREST AND EFFECTS OF THE COMBINATION
TRANSACTIONS
Upon the consummation of the Combination Transactions and this Offering, the
Company will continue as managing partner of the Joint Venture and will become
the general partner of certain limited partnerships currently holding
interests in the Joint Venture. In addition, while the Joint Venture was
dissolved on December 31, 1996 and will generally be liquidated over the next
two years, substantially all of the existing operations and assets of the
Company and the Revolving Credit Facility will remain at the Joint Venture
level during the wind-up phase and such facility will be available only to
fund such operations. In the event that any holders of interests that are the
subject of the Combination Transactions elect to retain such interests, the
Company will not own all of the interests in the Joint Venture. The Company
will have certain duties to any partners of such limited partnership who do
not exchange their limited partner interests for shares of Common Stock and
certain conflicts of interest could arise between the Company and such non-
exchanging partners.
14
<PAGE>
CONTROL BY CERTAIN STOCKHOLDERS
Upon completion of this Offering and the Combination Transactions, members
of the Company's board of directors and their affiliates will own
approximately 39% (38% if the Underwriters' over-allotment option is exercised
in full) of the outstanding shares of Common Stock (assuming an initial public
offering price of $16.00 per share). As a result, such stockholders will be
able to significantly influence and possibly control the outcome of certain
matters requiring a stockholder vote, including the election of directors.
Such ownership of Common Stock may have the effect of delaying, deferring or
preventing a change of control of the Company and may adversely affect the
voting and other rights of other stockholders. See "Security Ownership of
Certain Beneficial Owners and Management."
BENEFITS OF THIS OFFERING TO PARTICIPANTS IN THE COMBINATION TRANSACTIONS
This Offering will provide certain benefits to the persons who will acquire
Common Stock in the Combination Transactions, including the Company's officers
and directors and their affiliates. These benefits will include liquidity
(including, in the case of Mr. Sfondrini, margin loan arrangements) for their
respective investments resulting from the exchange of their current interests
for shares of Common Stock and the creation of a public market for the Common
Stock. In addition, the exchange of such interests for shares of Common Stock
will result in the realization of potential gains by such persons in the value
of their investments, based upon the difference between the amount of such
investments and the aggregate value of their shares of Common Stock. Mr. John
Sfondrini will receive in respect of his general partner interest in Edge
Group II shares for both accrued, but unpaid management fees as well as shares
in respect of future management fees. A portion of such shares and Mr.
Sfondrini's margin loan proceeds are expected to be paid to the parents of the
Chief Executive Officer and the President of the Company pursuant to certain
prior arrangements. A portion of the proceeds of this Offering will be used to
repay approximately $1.3 million of indebtedness of the Company owed to Mr.
James C. Calaway, the father of both the Company's Chief Executive Officer and
its President, and 42,015 shares of Common Stock (assuming an initial public
offering price of $16.00 per share) will be issued to Mr. James C. Calaway in
exchange for certain interests in properties and prospects of the Joint
Venture. As a general partner of Edge Group II, Mr. Sfondrini is personally
liable for its obligations. Upon consummation of the Combination Transactions,
Mr. Sfondrini will not be liable for any future obligations of Edge Group II.
The Company has agreed to indemnify the general partners, certain affiliates
and the directors and officers of the partners to the Joint Venture against
certain losses, damages and liabilities arising out of the Combination
Transactions. See "Certain Transactions--The Combination Transactions" and "--
Transfer of Edge Group II General Partner Interests."
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
Oil and natural gas operations are subject to various federal, state and
local government regulations which may be changed from time to time in
response to economic or political conditions. Matters subject to regulation
include discharge permits for drilling operations, drilling bonds, reports
concerning operations, the spacing of wells, unitization and pooling of
properties and taxation. From time to time, regulatory agencies have imposed
price controls and limitations on production by restricting the rate of flow
of oil and natural gas wells below actual production capacity in order to
conserve supplies of oil and natural gas. In addition, the development,
production, handling, storage, transportation and disposal of oil and natural
gas, by-products thereof and other substances and materials produced or used
in connection with oil and natural gas operations are subject to regulation
under federal, state and local laws and regulations primarily relating to
protection of human health and the environment. The Company is also subject to
changing and extensive tax laws, the effects of which
15
<PAGE>
cannot be predicted. The Company believes that it is in substantial compliance
with applicable regulations, although there can be no assurance that this is
or will remain the case. The implementation of new, or the modification of
existing, laws or regulations could have a material adverse effect on the
Company. See "Business--Regulation."
ABILITY TO MANAGE GROWTH AND ACHIEVE BUSINESS STRATEGY
The Company has experienced significant growth in the recent past through
the expansion of its drilling program. The Company's rapid growth has placed,
and is expected to continue to place, a significant strain on the Company's
financial, technical, operational and administrative resources. As the Company
enlarges the number of projects it is evaluating or in which it is
participating, there will be additional demands on the Company's financial,
technical, operational and administrative resources. The Company's ability to
continue its growth will depend upon a number of factors, including its
ability to identify and acquire new exploratory sites, its ability to develop
existing sites, its ability to continue to retain and attract skilled
personnel, the results of its drilling program, hydrocarbon prices, access to
capital and other factors. There can be no assurance that the Company will be
successful in achieving growth or any other aspect of its business strategy.
COMPETITION
The Company encounters competition from other oil and natural gas companies
in all areas of its operations, including the acquisition of exploratory
prospects and proven properties. The Company's competitors include major
integrated oil and natural gas companies and numerous independent oil and
natural gas companies, individuals and drilling and income programs. Many of
its competitors are large, well-established companies with substantially
larger operating staffs and greater capital resources than the Company's and
which, in many instances, have been engaged in the oil and natural gas
business for a much longer time than the Company. Such companies may be able
to pay more for exploratory prospects and productive natural gas and oil
properties and may be able to define, evaluate, bid for and purchase a greater
number of properties and prospects than the Company's financial or human
resources permit. In addition, such companies may be able to expend greater
resources on the existing and changing technologies that the Company believes
are and will be increasingly important to the current and future success of
oil and natural gas companies. The Company's ability to explore for oil and
natural gas prospects and to acquire additional properties in the future will
be dependent upon its ability to conduct its operations, to evaluate and
select suitable properties and to consummate transactions in this highly
competitive environment. See "Business--Competition."
UNCERTAINTY OF RESERVE INFORMATION AND FUTURE NET REVENUE ESTIMATES
There are numerous uncertainties inherent in estimating natural gas and oil
reserves and their estimated values, including many factors beyond the control
of the producer. The reserve data set forth in this Prospectus represent only
estimates. Reservoir engineering is a subjective process of estimating
underground accumulations of natural gas and oil that cannot be measured in an
exact manner. Estimates of economically recoverable natural gas and oil
reserves and of future net cash flows necessarily depend upon a number of
variable factors and assumptions, such as historical production from the area
compared with production from other producing areas, the assumed effects of
regulations by governmental agencies and assumptions concerning future natural
gas and oil prices, future operating costs, severance and excise taxes,
development costs and workover and remedial costs, all of which may in fact
vary considerably from actual results. For these reasons, estimates of the
economically recoverable quantities of natural gas and oil attributable to any
particular group of properties, classifications of such reserves based on risk
of recovery, and estimates of the future net cash flows expected therefrom
prepared by different engineers or by the same engineers but at different
times may vary substantially and such reserve estimates may be subject to
downward or upward adjustment based upon such factors. Actual production,
revenues and expenditures with respect to the Company's reserves will likely
vary from estimates, and such variances may be material. In addition, the 10%
discount factor, which is required by the Commission to be used in calculating
discounted future net cash flows for reporting purposes, is not necessarily
the most
16
<PAGE>
appropriate discount factor based on interest rates in effect from time to
time and risks associated with the Company or the oil and natural gas industry
in general. See "Business--Oil and Natural Gas Reserves."
ACQUISITION RISKS
The Company generally seeks to explore for oil and natural gas rather than
to purchase producing properties. As a result, the Company's experience in the
acquisition of such properties is limited. The successful acquisition of
producing properties requires an assessment of recoverable reserves, future
oil and natural gas prices, operating costs, potential environmental and other
liabilities and other factors. Such assessments are necessarily inexact and
their accuracy inherently uncertain. In connection with such an assessment,
the Company performs a review of the subject properties that it believes to be
generally consistent with industry practices, which generally includes on-site
inspections and the review of reports filed with various regulatory entities.
Such a review, however, will not reveal all existing or potential problems nor
will it permit a buyer to become sufficiently familiar with the properties to
fully assess their deficiencies and capabilities. Inspections may not always
be performed on every well, and structural and environmental problems are not
necessarily observable even when an inspection is undertaken. Even when
problems are identified, the seller may be unwilling or unable to provide
effective contractual protection against all or part of such problems. There
can be no assurances that any acquisition of property interests by the Company
will be successful and, if unsuccessful, that such failure will not have an
adverse effect on the Company's future results of operations and financial
condition.
SHARES ELIGIBLE FOR FUTURE SALE
The holders of substantially all of the shares of Common Stock issued in the
Combination Transactions will be restricted by the Company's Bylaws from
disposing of such shares for a period of 180 days from the date of this
Prospectus without the prior consent of the representatives of the
Underwriters and the Company. Such consent may be given at any time and
without public notice. The investors receiving such shares in the Combination
Transaction have previously had no significant source of liquidity for their
investment. After such period, substantially all of the approximately
4,700,000 shares of Common Stock issued in the Combination Transactions will
be eligible for resale without restriction, except for sales by affiliates
which will be subject to the volume restrictions of Rule 144. In addition,
97,844 shares of Common Stock may be issued pursuant to currently outstanding
options that will be assumed by the Company from a predecessor at a weighted
average exercise price of $3.06 per share, approximately 350,000 shares of
Common Stock may be issued pursuant to options that will be issued under the
Company's incentive plan concurrent with this Offering at an exercise price
equal to the initial public offering price in this Offering and 250,585 shares
of Common Stock will be issued pursuant to restricted stock awards granted
under the Company's incentive plan concurrent with this Offering. Future sales
of substantial amounts of Common Stock in the public market following this
Offering could adversely affect the market price of the Common Stock. For
further information concerning Common Stock available for resale after this
Offering, see "Shares Eligible for Future Sale."
ABSENCE OF DIVIDENDS ON COMMON STOCK
The Company currently intends to retain any earnings for the future
operation and development of its business and does not currently anticipate
paying any dividends in the foreseeable future. Any future dividends also may
be restricted by the Company's then-existing loan agreements. See "Dividend
Policy," "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and Note 3 to the
Company's Combined Financial Statements.
RECENT LOSSES
The Company has incurred net losses in two of the last five years of its
operations. There can be no assurance that the Company will be profitable in
the future. See "Selected Historical Supplementally Combined and Pro Forma
Financial and Operating Data."
17
<PAGE>
CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and Bylaws and the Delaware
General Corporation Law contain provisions that may have the effect of
delaying, deferring or preventing a change of control of the Company. These
provisions, among other things, provide for a classified Board of Directors
with staggered terms, restrict the ability of stockholders to take action by
written consent and authorize the Board of Directors to set the terms of
Preferred Stock. See "Description of Capital Stock."
NO PRIOR PUBLIC MARKET
Prior to this Offering, there has been no public market for the Common
Stock. The initial public offering price will be determined by negotiation
between the Company and the Underwriters and may not be indicative of the
price at which the Common Stock will trade following the completion of this
Offering. See "Underwriting" for a discussion of the factors to be considered
in determining the initial public offering price. The completion of this
Offering provides no assurance that an active trading market for the Common
Stock will develop or, if developed, that it will be sustained. The market
price of the Common Stock could also be subject to significant fluctuation and
may be influenced by many factors, including variations in results of
operations, variations in natural gas and oil prices, investor perceptions of
the Company and the oil and natural gas industry and general economic and
other conditions.
DILUTION
Purchasers of Common Stock in this Offering will experience immediate and
substantial dilution in the net tangible book value of their stock of $11.26
per share (assuming an initial public offering price of $16.00 per share). See
"Dilution."
18
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from this Offering at an assumed initial
public offering price of $16.00 per share are estimated to be approximately
$28.3 million ($32.7 million if the Underwriters' over-allotment option is
exercised in full). The Company intends to use a portion of the net proceeds
to lend funds to the Joint Venture to be used to repay approximately $11.5
million of indebtedness incurred under the Revolving Credit Facility that
currently bears interest at 8% and matures on June 1, 1998 and to repay
approximately $1.3 million of subordinated indebtedness to Mr. James C.
Calaway that currently bears interest at 10% and matures on April 8, 1998. The
remainder of the net proceeds will be used to provide working capital to the
Company and for general corporate purposes, including funding the Company's
exploration, development and acquisition activities. Following application of
the proceeds of this Offering, the Company anticipates that its only long-term
indebtedness will consist of an aggregate of approximately $412,000 principal
amount of equipment loans. The indebtedness incurred under the Revolving
Credit Facility and the indebtedness to Mr. James C. Calaway was used
primarily for the Company's exploration, development and acquisition
activities and to provide working capital. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
DIVIDEND POLICY
The Company has not paid any dividends in the past and does not intend to
pay cash dividends on its Common Stock in the foreseeable future. The Company
currently intends to retain any earnings for the future operation and
development of its business, including exploration, development and
acquisition activities. Any future dividends also may be restricted by the
Company's then-existing loan agreements. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."
19
<PAGE>
DILUTION
As of December 31, 1996, the pro forma net tangible book value of the
Company would have been approximately $3.5 million, or approximately $0.74 per
share of Common Stock, after giving pro forma effect to the issuance of
approximately 4,700,000 shares of Common Stock in connection with the
Combination Transactions as if such transactions had been completed at such
date. Net tangible book value per share represents the amount of the Company's
tangible book value (total book value of tangible assets less total
liabilities) divided by the total number of shares of Common Stock
outstanding. After further giving effect to the receipt of the estimated net
proceeds from this Offering (net of estimated underwriting discounts and
commissions and Offering expenses) at an assumed initial public offering price
of $16.00 per share, the adjusted pro forma net tangible book value of the
Common Stock outstanding at December 31, 1996 would have been $4.74 per share,
representing an immediate increase in net tangible book value of $4.00 per
share to stockholders receiving Common Stock in the Combination Transactions
and an immediate dilution of $11.26 per share (the difference between the
assumed initial public offering price and the net tangible book value per
share after this Offering) to persons purchasing Common Stock at the assumed
initial public offering price. The following table illustrates such per share
dilution:
<TABLE>
<S> <C> <C>
Assumed initial public offering price per share................ $16.00
Pro forma net tangible book value per share before this
Offering.................................................... $0.74
Increase in pro forma net tangible book value per share
attributable to sale of Common Stock in this Offering....... 4.00
-----
Adjusted pro forma net tangible book value per share after
giving effect to this Offering................................ 4.74
------
Dilution in net tangible book value to the purchasers of Common
Stock in this Offering........................................ $11.26
======
</TABLE>
The following table sets forth, on a pro forma basis as of December 31,
1996, differences between (i) the number of shares of Common Stock to be
acquired from the Company by holders of interests in predecessor entities and
by investors purchasing shares in this Offering, (ii) the combined equity of
the predecessor entities adjusted to give effect to the Combination
Transactions and the related per share amount of Common Stock to be exchanged
pursuant to the Combination Transactions and (iii) the total price and the
average price per share paid or to be paid by investors purchasing shares in
this Offering (based upon an assumed initial public offering price per share
of $16.00).
<TABLE>
<CAPTION>
SHARES PURCHASED(2) TOTAL CONSIDERATION
--------------------------------------------
AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- --------------------- ------- -------------
<S> <C> <C> <C> <C> <C>
Stockholders receiving
shares in the
Combination
Transactions(1)........ 4,700,000 70.1% $ 3,475,939(3) 9.8% $0.74
New investors........... 2,000,000 29.9% 32,000,000 90.2% 16.00
----------- ------- ----------- -----
Total................. 6,700,000 100.0% $35,475,939 100.0%
=========== ======= =========== =====
</TABLE>
- --------
(1) The existing investors in the Company, after giving effect to the
Combination Transactions, will have acquired all of their shares of Common
Stock in exchange for the assets acquired by the Company in the
Combination Transactions.
(2) Does not include (i) 250,585 shares of Common Stock that will be issued
pursuant to restricted stock awards that will be granted to officers of
the Company upon completion of this Offering, (ii) approximately 350,000
shares of Common Stock issuable pursuant to options at an exercise price
per share equal to the initial public offering price that will be granted
to directors, officers and employees of the Company upon completion of
this Offering and (iii) 97,844 shares of Common Stock that may be issued
pursuant to outstanding options that will be assumed by the Company from a
predecessor entity at a weighted average exercise price of $3.06 per
share. The exercise of such stock options will be dilutive to the
interests of new investors. See "Management--Incentive Plans."
(3) Total consideration for the shares received in the Combination
Transactions represents the book value at December 31, 1996 of the net
assets and liabilities contributed by the interest holders of the combined
predecessor entities. The assets and liabilities contributed by the
interest holders were recorded at historical cost rather than fair market
value by the Company in accordance with generally accepted accounting
principles.
20
<PAGE>
CAPITALIZATION
The following table sets forth (i) the historical combined capitalization of
the Company as of December 31, 1996, (ii) the pro forma capitalization of the
Company as of December 31, 1996 after giving effect to the issuance of
approximately 4,700,000 shares of Common Stock in connection with the
Combination Transactions and (iii) the pro forma capitalization of the Company
as of December 31, 1996 as adjusted to give effect to the sale of 2,000,000
shares of Common Stock in this Offering at an assumed initial public offering
price of $16.00 per share and the application of the estimated net proceeds
therefrom. This table should be read in conjunction with the Combined
Financial Statements and notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this Prospectus.
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------------------------
PRO FORMA
THE COMPANY PRO FORMA AS ADJUSTED
SUPPLEMENTALLY FOR THE FOR THE
COMBINED COMBINATION(1) OFFERING
-------------- -------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents............ $ 1,543 $ 1,544 $18,836
======= ======= =======
Current portion of long-term debt.... $ 300 $ 300 $ 300
======= ======= =======
Long-term debt....................... $11,562 $11,562 $ 112
Minority interest.................... 2,267
Stockholders' equity(2):
Preferred stock, $0.01 par value,
5,000,000
shares authorized; none
outstanding....................... -- -- --
Common stock, $0.01 par value,
25,000,000
shares authorized; 4,700,000
shares issued
and outstanding pro forma;
6,700,000 shares issued and
outstanding pro forma as adjusted. -- 47 67
Additional paid in capital......... -- 3,429 31,669
Retained earnings.................. -- -- --
Combined equity.................... (373) -- --
------- ------- -------
Total stockholders' equity........... (373) 3,476 31,736
------- ------- -------
Total capitalization................. $13,456 $15,038 $31,848
======= ======= =======
</TABLE>
- --------
(1) Because management believes the most probable outcome of the Combination
Transactions is that substantially all of the interests in Edge Group II
and Gulfedge and Edge Group's interest in the Joint Venture will be
exchanged, the unaudited pro forma data assume 100% acceptance. The
following table shows pro forma data assuming possible levels of
acceptance of the exchange offer by holders of limited partner interests
in Edge Group II after giving effect to the Combination Transactions. The
80% and 90% acceptance levels reflect the Combination Transactions
utilizing purchase accounting; the 100% acceptance level reflects the
Combination Transactions as a reorganization and utilizes historical
costs. See Note 3 to the unaudited Pro Forma Combined Financial Statements
for a more complete description of the effects of varying levels of
possible acceptance of the exchange offers (amounts in thousands).
<TABLE>
<CAPTION>
ACCEPTANCE LEVELS
-----------------------
80% 90% 100%
------- ------- -------
<S> <C> <C> <C>
Cash and cash equivalents............................ $ 1,504 $ 1,520 $ 1,544
======= ======= =======
Current portion of long-term debt.................... $ 249 $ 269 $ 300
======= ======= =======
Long-term debt....................................... $ 9,590 $10,369 $11,562
Stockholders' equity:
Preferred stock....................................
Common stock....................................... 41 43 47
Additional paid in capital......................... 11,921 13,244 3,429
Retained earnings..................................
------- ------- -------
Total stockholders' equity........................... 11,962 13,287 3,476
------- ------- -------
Total capitalization................................. $21,552 $23,656 $15,038
======= ======= =======
</TABLE>
(2) Does not include (i) 250,585 shares of Common Stock that will be issued
pursuant to restricted stock awards that will be granted to officers of
the Company upon completion of the Offering, (ii) approximately 350,000
shares of Common Stock issuable pursuant to options at an exercise price
per share equal to the initial public offering price in the Offering that
will be granted to directors, officers and employees of the Company upon
completion of the Offering and (iii) 97,844 shares of Common Stock
issuable pursuant to outstanding options that will be assumed by the
Company from Old Edge at a weighted average exercise price of $3.06 per
share.
21
<PAGE>
SELECTED HISTORICAL SUPPLEMENTALLY COMBINED AND PRO FORMA FINANCIAL AND
OPERATING DATA
The following table sets forth selected historical supplementally combined
financial information of the Company for the five years ended December 31,
1996. The following table also sets forth certain pro forma net income (loss)
per share information. The following financial information should be read in
conjunction with "Capitalization," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the audited Supplementally
Combined Financial Statements of the Company and the related notes thereto
included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1992 1993 1994 1995 1996
------- ------- ------ ------- -------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Oil and natural gas revenue... $ 572 $ 1,455 $1,994 $ 2,040 $ 7,719
------- ------- ------ ------- -------
Costs and expenses:
Oil and natural gas
operating expenses......... 76 167 305 686 1,600
Depreciation, depletion and
amortization............... 467 441 593 813 1,613
General and administrative.. 2,228 1,734 2,026 2,484 2,753
------- ------- ------ ------- -------
Total operating expenses.. 2,771 2,342 2,924 3,983 5,966
------- ------- ------ ------- -------
Operating income (loss)....... (2,199) (887) (930) (1,943) 1,753
Interest expense.............. (679) (635) (385) (315) (859)
Gain on sale of oil and gas
property..................... 247 2,284 3,337
Other income.................. 233
------- ------- ------ ------- -------
Net income (loss) before
income taxes and minority
interest..................... (2,878) (1,275) 969 1,079 1,127
Income tax expense............ (292) (397) (394)
Minority interest............. 1,868 721 (543) (576) (433)
------- ------- ------ ------- -------
Net income (loss)............. (1,010) (554) 134 106 300
======= ======= ====== ======= =======
Pro forma net income (loss)
per share (unaudited) (1).... $ (0.21) $ (0.12) $ 0.03 $ 0.02 $ 0.06
======= ======= ====== ======= =======
Pro forma weighted average
shares outstanding
(unaudited) (1).............. 4,700 4,700 4,700 4,700 4,700
STATEMENTS OF CASH FLOW DATA:
Net cash (used) provided by
operating activities......... $(2,035) $(1,046) $ (604) $ (927) $ 2,278
Net cash (used) provided by
investing activities......... (149) (272) 291 (1,154) (5,651)
Net cash (used) provided by
financing activities......... 230 1,421 (425) 1,932 4,716
OTHER OPERATING DATA:
EBITDA (2)(4)................. $ 136 $ 522 $1,404 $ 1,631 $ 3,166
Operating cash flow (3)(4).... (2,411) (1,081) (722) (1,445) 2,740
Capital expenditures.......... 3,811 3,660 6,809 8,512 10,467
<CAPTION>
AS OF DECEMBER 31,
------------------------------------------
1992 1993 1994 1995 1996
------- ------- ------ ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............... $ 1,699 $ (168) $ (973) $ (947) $ 690
Property and equipment, net... 2,475 2,622 4,136 7,911 11,989
Total assets.................. 6,388 5,190 6,128 9,858 19,556
Long-term debt, including
current maturities........... 4,627 4,240 4,177 6,124 11,862
Equity (deficit).............. (317) (871) (749) (658) (373)
</TABLE>
- --------
(1) Pro forma net income (loss) per share has been computed based on the net
income (loss) shown above and assuming the estimated 4,700,000 shares of
Common Stock which may be issued in connection with the Combination
Transactions were outstanding since January 1, 1992.
(2) EBITDA represents earnings before interest expense, income taxes,
depreciation, depletion and amortization.
(3) Operating cash flow represents cash flows from operating activities prior
to changes in assets and liabilities.
(4) Management of the Company believes that EBITDA and operating cash flow may
provide additional information about the Company's ability to meet its
future requirements for debt service, capital expenditures and working
capital. EBITDA and operating cash flow are financial measures commonly
used in the oil and gas industry and should not be considered in isolation
or as a substitute for net income, operating income, cash flows from
operating activities or any other measure of financial performance
presented in accordance with generally accepted accounting principles or
as a measure of a company's profitability or liquidity. Because EBITDA
excludes some, but not all, items that affect net income and because
operating cash flow excludes changes in assets and liabilities and these
measures may vary among companies, the EBITDA and operating cash flow data
presented above may not be comparable to similarly titled measures of
other companies.
22
<PAGE>
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following table sets forth summary unaudited pro forma combined
financial information of the Company for the Combination Transactions for the
three years ended December 31, 1996 as if the Combination Transactions
occurred on January 1, 1994. The following financial information should be
read in conjunction with "Capitalization," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," the unaudited Pro
Forma Combined Financial Statements of the Company and the related notes
thereto, and the audited Supplementally Combined Financial Statements of the
Company and the related notes thereto included elsewhere in this Prospectus.
Pro forma data are based on assumptions and include adjustments as explained
in the notes to unaudited Pro Forma Combined Financial Statements. The
unaudited Pro Forma Combined Balance Sheet as of December 31, 1996 and the
unaudited Pro Forma Combined Statements of Operations for each of the three
years in the period ended December 31, 1996 were prepared utilizing the
audited Supplementally Combined Financial Statements of the Company. The
unaudited Pro Forma Combined Financial Statements are not necessarily
indicative of the results of future operations of the Company and should be
read in conjunction with the audited Supplementally Combined Financial
Statements of the Company appearing elsewhere in this Prospectus.
Because management believes the most probable outcome of the Combination
Transactions is that substantially all of the interests in Edge Group II and
Gulfedge and Edge Group's interest in the Joint Venture will be exchanged, the
unaudited pro forma data assume 100% acceptance. Such pro forma data reflects
the Combination Transactions as if they will be accounted for as a
reorganization pursuant to Staff Accounting Bulletin 47 ("SAB 47") because of
the high degree of common ownership among the combining entities and only
equity ownership interests in the entities will be exchanged. Accordingly, the
net assets acquired in the Combination Transactions will be recorded at the
historical cost basis of the affiliated predecessor owners. The table on the
following page shows pro forma data assuming possible levels of acceptance of
the exchange offer by holders of limited partner interests in Edge Group II
and reflects the Combination Transactions utilizing purchase accounting. See
Note 3 to the unaudited Pro Forma Combined Financial Statements for a more
complete description of the effects of varying levels of possible acceptance
of the exchange offers. For a description of the Combination Transactions, see
"Certain Transactions--The Combination Transactions."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1994 1995 1996
------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Oil and natural gas revenue.......... $ 1,994 $ 2,040 $ 7,719
------- ------- -------
Costs and expenses:
Oil and natural gas operating
expenses.......................... 305 686 1,600
Depreciation, depletion and
amortization...................... 593 813 1,613
General and administrative......... 2,026 2,484 2,753
------- ------- -------
Total operating expenses......... 2,924 3,983 5,966
------- ------- -------
Operating income (loss).............. (930) (1,943) 1,753
Interest expense..................... (385) (315) (859)
Gain on sale of oil and gas
property............................ 2,284 3,337
Other income......................... 233
------- ------- -------
Net income before income taxes....... 969 1,079 1,127
Income tax expense...................
------- ------- -------
Net income............................$. 969 $ 1,079 $ 1,127
======= ======= =======
Net income per share(1).............. $ 0.21 $ 0.23 $ 0.24
======= ======= =======
Weighted average shares
outstanding(1)...................... 4,700 4,700 4,700
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
-----------------------------------------
THE COMPANY AS ADJUSTED AS ADJUSTED
SUPPLEMENTALLY FOR THE FOR THE
COMBINED COMBINATION(2) OFFERING(3)
-------------- -------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital..................... $ 690 $ 2,024 $19,840
Property and equipment, net......... 11,989 11,989 11,989
Total assets........................ 19,556 19,557 35,843
Long-term debt, including current
maturities......................... 11,862 11,862 412
Equity.............................. (373) 3,476 31,736
</TABLE>
- --------
(1) Net income per share has been computed assuming the estimated 4,700,000
shares of Common Stock which may be issued in connection with the
Combination Transactions were outstanding since January 1, 1994.
(2) Gives effect to the Combination Transactions reflecting the elimination of
minority interest and income taxes as if such transactions had been
consummated as of December 31, 1996.
(3) Assumes the issuance in the Offering of 2,000,000 shares of Common Stock
at $16.00 per share and the application of the net proceeds therefrom.
23
<PAGE>
The unaudited pro forma data presented below assumes 90% acceptance by
the holders of Edge Group II limited partner interests in the Combination
Transactions and reflects the Combination Transactions utilizing purchase
accounting.
PRO FORMA COMBINED STATEMENT OF OPERATIONS DATAFOR THE YEAR ENDED DECEMBER
31, 1996 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<S> <C>
Oil and natural gas revenues........................................ $6,926
Operating expenses.................................................. 6,353
------
Operating income.................................................... 573
Interest expense.................................................... (769)
Other income........................................................ 208
------
Net income.......................................................... $ 12
======
Net income per share................................................ $ --
======
Average common shares outstanding................................... 4,322
======
</TABLE>
The unaudited pro forma data presented below assume various levels of
acceptance by the holders of Edge Group II limited partner interests in the
Combination Transactions. For levels of acceptance less than 100%, the
amounts shown above and below assume consummation of the merger involving
Old Edge and do not include any amounts attributable to Gulfedge, Edge
Group or the J.C. Calaway Interests, which collectively do not materially
affect the results. The 100% level of acceptance includes 100% of the
interests to be acquired in the Combination Transactions. The 80% and 90%
acceptance levels reflect the Combination Transactions utilizing purchase
accounting; the 100% acceptance level reflects the Combination Transactions
as if they will be accounted for as a reorganization pursuant to SAB 47
because of the high degree of common ownership among the combining entities
and only equity ownership interests in the entities will be exchanged.
Accordingly, the net assets acquired in the Combination Transactions will
be recorded at the historical cost basis of the affiliated predecessor
owners. It is a condition to the consummation of the Combination
Transactions that holders of at least 70% of the outstanding Edge Group II
limited partner interests tender their interests. Amounts for the possible
acceptance level of 70% are not shown because management does not believe
such an acceptance level is reasonably probable.
<TABLE>
<S> <C> <C> <C>
PRO FORMA COMBINED STATEMENT OF OPERATIONS DATA
FOR THE YEAR ENDED DECEMBER 31, 1996 (IN ACCEPTANCE LEVEL
THOUSANDS, EXCEPT PER SHARE DATA) -------------------------
<CAPTION>
80% 90% 100%
------- ------- -------
<S> <C> <C> <C>
Oil and natural gas revenues.................... $6,408 $6,926 $7,719
Operating expenses.............................. 5,817 6,353 5,966
------- ------- -------
Operating income................................ 591 573 1,753
Interest expense................................ (711) (769) (859)
Other income.................................... 193 208 233
------- ------- -------
Net income...................................... $ 73 $ 12 $ 1,127
======= ======= =======
Net income per share............................ $ 0.02 $ -- $ 0.24
======= ======= =======
Average common share outstanding................ 4,102 4,322 4,700
======= ======= =======
PRO FORMA COMBINED BALANCE SHEET DATA ACCEPTANCE LEVELS
AT DECEMBER 31, 1996 (IN THOUSANDS) -------------------------
<CAPTION>
80% 90% 100%
------- ------- -------
<S> <C> <C> <C>
Working capital................................. $ 1,753 $ 1,858 $ 2,024
Property and equipment, net..................... 18,947 20,878 11,989
Total assets.................................... 25,678 27,939 19,557
Long-term debt, including current maturities.... 9,839 10,638 11,862
Equity.......................................... 11,962 13,287 3,476
</TABLE>
24
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL OVERVIEW
The Company began operations in 1983 and until 1992 generated exploratory
drilling prospects based on 2-D seismic data for sale to other exploration and
production companies. During 1992, as a result of the advent of economic
onshore 3-D seismic surveys and the improvement and increased affordability of
data interpretation technologies, the Company changed its exploration strategy
to emphasize the acquisition of 3-D seismic data covering certain of its
existing 2-D based project areas. From 1992 to 1995, the Company reduced its
inventory of 2-D based prospects, began limited drilling for its own account
of certain existing 2-D based prospects and began developing prospects based
on 3-D seismic data. Since early 1995, the Company has almost exclusively
drilled prospects generated from 3-D seismic data, while accelerating its
drilling activity and increasing its working interests in new project areas.
This shift in the Company's business strategy is reflected in a number of
changes in the Company's financial results. A majority of the income in 1994
and 1995 was attributable to gains on sales of unproved oil and gas
properties. The Company expects in the future to retain and develop a majority
of its oil and gas properties. Similarly, the Company expects depreciation,
depletion and amortization and oil and gas operating expenses will continue to
increase. The Company expects to continue retaining all or the majority of its
interests in prospects with normally pressured and generally shallow
reservoirs and selling a portion of its interests in deeper over-pressured 3-D
seismic prospects, which generally require greater capital expenditures, to
industry participants in order to fund the capital expenditures for the
interests it retains.
The Company uses the full-cost method of accounting for its oil and gas
properties. Under this method, all acquisition, exploration and development
costs, including certain general and administrative costs that are directly
attributable to the Company's acquisition, exploration and development
activities, are capitalized in a "full-cost pool" as incurred. The Company
records depletion of its full-cost pool using the unit of production method.
To the extent that such capitalized costs in the full cost pool (net of
depreciation, depletion and amortization and related deferred taxes) exceed
the present value (using a 10% discount rate) of estimated future net after-
tax cash flows from proved oil and gas reserves, such excess costs are charged
to operations. Once incurred, a write-down of oil and gas properties is not
reversible at a later date.
During 1991, the Joint Venture was formed by Old Edge, Edge Group II,
Gulfedge and Edge Group to conduct the business of a predecessor partnership.
The Joint Venture purchased approximately $5.2 million in net assets (on a
historical financial statement basis) and assumed substantially all of the
liabilities of the predecessor, which had been engaged in oil and gas
exploration and production operations since 1983. A substantial portion of the
annual cash flows generated by the predecessor partnership had been
distributed to its partners resulting in a low level of equity accumulation
prior to the formation of the Joint Venture.
The Company's revenues, profitability, future growth and ability to borrow
funds or obtain additional capital, and the carrying value of its properties,
are substantially dependent on prevailing prices of natural gas and oil. It is
impossible to predict future natural gas and oil price movements with
certainty. Declines in prices received for natural gas and oil may have an
adverse affect on the Company's financial condition, liquidity, ability to
finance capital expenditures and results of operations. Lower prices may also
impact the amount of reserves that can be produced economically by the
Company.
Due to the instability of oil and natural gas prices, in 1995 the Company
began utilizing, from time to time, certain hedging instruments (e.g., swaps)
for a portion of its gas production to achieve a more predictable cash flow,
as well as to reduce the exposure to price fluctuations. However, hedging
arrangements, when utilized, limit the benefit to the Company of increases in
the price of natural gas. The Company's hedging arrangements apply to only a
portion of its production and provide only partial price protection against
declines in natural gas prices and limits potential gains from future
increases in modest prices. Such hedging arrangements may expose the Company
to risk of financial loss in certain circumstances, including instances where
production is less than expected, the Company's customers fail to purchase
contracted quantities of oil or natural gas or a sudden,
25
<PAGE>
unexpected event materially impacts oil or natural gas prices. The Company
accounts for all these transactions as hedging activities and, accordingly,
gains and losses are included in oil and gas revenues during the period the
hedged transactions occur. Total natural gas purchased and sold under swap
arrangements during the years ended December 31, 1996 and 1995 were 182 MMcf
and 122 MMcf, respectively. Gains and losses realized by the Joint Venture
under such swap arrangements were $5,270 and $(15,720) for the years ended
December 31, 1996 and 1995, respectively. There was no hedging activity in
1994. The Company expects that the amount of hedges that it has in place will
vary from time to time. Outstanding hedges at December 31, 1995 were not
material and the Company had no existing hedging positions as of December 31,
1996.
Net income for the first quarter of 1997 will be adversely affected by non-
recurring expenses incurred in connection with the Combination Transactions.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
Oil and natural gas revenues increased 278% from $2.0 million in 1995 to
$7.7 million in 1996. Production volumes for oil increased 70% from 64 MBbls
in 1995 to 109 MBbls in 1996. The increase in oil production increased
revenues $715,000. In addition, a 22% increase in average oil prices increased
revenue by $377,000. Production volumes for natural gas increased 351% from
513 MMcf in 1995 to 2,316 MMcf in 1996. The increase in natural gas production
increased revenues by $3.6 million. In addition, a 22% increase in average gas
prices increased revenues by $1.0 million. The increase in oil and natural gas
production was due to new wells being successfully drilled and completed
during 1996, which was partially offset by normal production declines from
existing wells. Increases in average oil and gas prices were directly
attributable to the general improved market conditions.
The following table summarizes production volumes, average sales prices and
operating revenues for the Company's oil and natural gas operations for the
years ended December 31, 1995 and 1996.
<TABLE>
<CAPTION>
YEAR ENDED 1996 COMPARED
DECEMBER 31, TO 1995
------------- ---------------------
INCREASE % INCREASE
1995 1996 (DECREASE) (DECREASE)
------ ------ ---------- ----------
<S> <C> <C> <C> <C>
PRODUCTION VOLUMES:
Oil and condensate (MBbls)................ 64 109 45 70%
Natural gas (MMcf)........................ 513 2,316 1,803 351%
AVERAGE SALES PRICES:
Oil and condensate ($ per Bbl)............ $15.88 $19.31 $ 3.43 22%
Natural gas ($ per Mcf)................... 1.99 2.42 0.43 22%
OPERATING REVENUES:
Oil and condensate (in thousands)......... $1,017 $2,109 $1,092 107%
Natural gas (in thousands)................ 1,023 5,610 4,587 448%
------ ------ ------
Total (in thousands).................... $2,040 $7,719 $5,679 278%
====== ====== ======
</TABLE>
Oil and natural gas operating expenses increased 133% from $686,000 in 1995
to $1.6 million in 1996. Oil and natural gas operating expenses increased due
to increased production generated from new oil and gas wells drilled and
completed.
Depreciation, depletion and amortization ("DD&A") expense increased 98% from
$813,000 in 1995 to $1.6 million in 1996. This increase was due to the
increase in oil and gas production, which was partially offset by an 8%
decrease in the depletion rate.
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<PAGE>
General and administrative expense increased 11% from $2.5 million in 1995 to
$2.8 million in 1996. An increase in salary expense due to the addition of new
employees was primarily responsible for this increase.
Interest expense increased 173% from $315,000 in 1995 to $859,000 in 1996.
This increase was primarily due to the repayment of a promissory note in March
1995 and increased borrowings under a new Revolving Credit Facility to fund
increased drilling activities in 1996, which was partially offset by a lower
average interest rate in 1996.
There were no gains on the sale of oil and gas property in 1996 as compared
to a gain of $3.3 million in 1995. The majority of the gain recorded in 1995
was attributable to the sale of a property for $3.4 million that resulted in a
gain of $2.8 million.
Minority interest decreased from $576,000 in 1995 to $433,000 in 1996. The
decrease was attributable to reduced earnings in the Joint Venture.
Other income in 1996 consists of $233,000 of commissions earned to market a
property for a third party. There were no such commissions earned in 1995.
Net income was $300,000 in 1996 as compared to $106,000 in 1995, as a result
of the factors described above.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
Oil and natural gas revenues remained relatively unchanged at approximately
$2.0 million in both 1994 and 1995. Production volumes for oil increased 5%
from 61 MBbls in 1994 to 64 MBbls in 1995. Increased production was partially
offset by a 10% decrease in average oil prices. Production volumes for natural
gas decreased 13% from 588 MMcf in 1994 to 513 MMcf in 1995. The decrease in
natural gas production was offset by an 27% increase in average natural gas
prices. Oil and natural gas revenues were impacted by the addition of four new
wells, the sale of a property and declining production experienced at South
Mermentau and one other property caused by workovers that required the wells to
be shut in for a portion of the year.
The following table summarizes production volumes, average sales prices and
operating revenues for the Company's oil and natural gas operations for the
years ended December 31, 1994 and 1995.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995 COMPARED TO 1994
------------- ---------------------
INCREASE % INCREASE
1994 1995 (DECREASE) (DECREASE)
------ ------ ---------- ----------
<S> <C> <C> <C> <C>
PRODUCTION VOLUMES:
Oil and condensate (MBbls)................ 61 64 3 5%
Natural gas (MMcf)........................ 588 513 (75) (13%)
AVERAGE SALES PRICES:
Oil and condensate ($ per Bbl)............ $17.66 $15.88 $(1.78) (10%)
Natural gas ($ per Mcf)................... 1.57 1.99 0.42 27%
OPERATING REVENUES:
Oil and condensate (in thousands)......... $1,071 $1,017 $ (54) (5%)
Natural gas (in thousands)................ 923 1,023 100 11%
------ ------ ------
Total (in thousands).................... $1,994 $2,040 $ 44 2%
====== ====== ======
</TABLE>
Oil and gas operating expenses increased 125% from $305,000 in 1994 to
$686,000 in 1995. The increase was primarily attributable to increased
operating expenses of approximately $223,000 on a property that was acquired
during November 1994 and nonrecurring expenses of approximately $120,000 on
another property. The remaining net increase experienced in 1995 was caused by
increased production from new wells which was offset by the sale of a property
in March 1995.
27
<PAGE>
DD&A expense increased 37% from $593,000 in 1994 to $813,000 in 1995, as a
result of increased production and a higher depletion rate. The higher
depletion rate was primarily due to costs relating to a prospect that resulted
in a dry hole. These increases were offset by a decrease in amortization of
regional seismic costs of approximately $149,000 in 1995, compared to 1994,
due to certain regional seismic costs that became fully amortized in 1995.
General and administrative expense increased 23% from $2.0 million in 1994
to $2.5 million in 1995. Approximately $241,000 of the increase was
attributable to the hiring of additional geologist and land department
employees as well as salary increases for existing employees. The remaining
increase was due to other general expenses that were directly attributable to
increased 3-D prospect generation and drilling activity.
Interest expense decreased 18% from $385,000 in 1994 to $315,000 in 1995.
This decrease in 1995 was due to a lower weighted average outstanding debt
balance and a lower effective interest rate. The weighted average outstanding
debt balance decreased from approximately $4.0 million in 1994 to
approximately $2.7 million in 1995. The decrease in the weighted average
outstanding debt balance and effective interest rate was due to the repayment
of $3.3 million of promissory notes during March 1995 which bore interest at a
rate of 10%. The Company subsequently entered into the Revolving Credit
Facility in July 1995 which had an effective interest rate of 9.25% at
December 31, 1995.
The gains on sales of oil and gas properties in 1995 and 1994 represented
sales of unproved properties and proved properties. The majority of the gains
recorded in 1995 was the result of the sale of a property for approximately
$3.4 million, resulting in a gain of approximately $2.8 million. A majority of
income recorded in 1994 was attributable to the sale of a property for
approximately $1.5 million, resulting in a gain of approximately $1.3 million.
Minority interest in 1995 was $576,000 as compared to $543,000 in 1994. The
increase was attributable to increased earnings in the Joint Venture.
Net income in 1995 was approximately $106,000, compared to $134,000 in 1994,
as a result of the factors described above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity have included funds generated by
operations, the sale of prospects and producing properties, equity capital
from private sources and borrowings, primarily at the Joint Venture level
under the Revolving Credit Facility and a subordinated secured loan (the
"Subordinated Loan") from Mr. James C. Calaway, the father of both the
Company's Chief Executive Officer and its President. A portion of the proceeds
from the Offering will be loaned to the Joint Venture to repay the amounts
outstanding under both the Revolving Credit Facility and the Subordinated
Loan. The Revolving Credit Facility will remain available for future
borrowings and the Subordinated Loan will be terminated. The Joint Venture is
required to comply with various operating and financial covenants under the
Revolving Credit Facility. The continued availability to the Joint Venture of
the Revolving Credit Facility is subject to continued compliance with such
covenants.
Cash flows provided (used) by operations were ($604,000), ($927,000) and
$2.3 million for the years ended December 31, 1994, 1995 and 1996,
respectively. The increase in operating cash flows for the year ended December
31, 1996 was primarily attributable to an increase in operating income of $3.7
million, partially offset by an increase in working capital of $1.6 million
and increased interest expense. The changes in working capital were primarily
due to the Company becoming an oil and gas well operator in late 1995 and a
significant increase in drilling activities during the year ended December 31,
1996. Accrued liabilities increased by $162,000 for 1996 as compared to 1995
due to deferred offering costs accrued but not yet paid. The increase in cash
flows used in 1995 as compared to 1994 was due primarily to the increase in
operating loss, which was offset by various changes in balance sheet accounts.
Accounts receivable from working interest owners increased by
28
<PAGE>
$213,000 in 1995 due to increased drilling activity in which the Company was
the operator. Accounts payable, trade and accounts payable to related parties
increased by $420,000 and $266,000, respectively. These increases were caused
by increased drilling activity for its own account as well as an increase in
Edge Group II's management fees which have accumulated but have not yet been
paid. The decrease in cash used from operations from 1993 to 1994 was due to
decreases in various working capital accounts. Accounts receivable trade and
accounts payable trade increased $269,000 and $145,000, respectively during
1994 primarily due to the increased oil and gas production and drilling
activities in 1994 primarily attributable to higher working interests on new
wells drilled in 1994. Accounts payable to related parties increased by
$258,000 primarily due to an increase of $266,000 for Edge Group II's
management fees as referred to above.
The Company expects capital expenditures in 1997 to be at least $20.0
million. A substantial portion of capital expenditures will be invested in the
Company's portfolio of 3-D prospects to fund drilling activities and expand its
reserve base. In addition, the Company will continue to expand and improve its
technological and 3-D seismic interpretation capabilities. Based on its
existing business plan, the Company has budgeted to drill 120 gross (46.3 net)
wells in 1997. The actual number of wells drilled in 1997 may differ
significantly from the number budgeted. See "Business of the Company--
Significant Project Areas." In addition to its existing leased acreage
prospects, the Company has acquired various 3-D seismic options which will
allow it to lease approximately 59,562 gross (29,781 net) undeveloped acres.
During 1996, the Company continued to reinvest a substantial portion of its
cash flows into increasing its 3-D prospect portfolio, improving its 3-D
seismic interpretation technology and funding its drilling program. As a
result, the Company used $5.7 million in cash in investing activities during
1996 including capital expenditures of $10.5 million offset by proceeds from
the sales of oil and gas property of $4.8 million. Investing activities used
$1.2 million in cash in 1995 compared to providing $291,000 in cash in 1994.
This change was attributable to a substantial increase in capital expenditures
relating to the Company's increased exploration activities. The Company's
drilling efforts resulted in the successful completion of nine gross wells in
1994, 22 gross wells in 1995 and 32 gross wells in 1996. These wells increased
estimated pretax present value of reserves in 1994, 1995 and 1996 by $1.6
million, $10.2 million and $22.9 million, respectively. In 1995 the Company
sold one of its proved producing properties and received total cash proceeds
from such sale of $3.4 million. The Company sold another of its proved
producing properties for $2.6 million in 1996. These proceeds were used to pay
down debt and fund general working capital and corporate needs. The Company
also sold several undeveloped oil and gas prospects and received cash proceeds
of $7.1 million, $4.0 million and $2.2 million in 1994, 1995 and 1996,
respectively.
Cash flows from financing activities in 1996 were $4.7 million. These cash
flows were primarily a result of drawdowns on the Revolving Credit Facility,
which were partially offset by deferred offering costs. Cash flows from
financing activities were $1.9 million for the year ended December 31, 1995
compared to a use of cash flows of $425,000 for the previous year. The increase
in cash flows from financing activities in 1995 was due to the proceeds from
the Revolving Credit Facility, somewhat offset by the repayment of the RIMCO
Note.
Due to the Company's active exploration and development and technology
enhancement programs, the Company has experienced and expects to continue to
experience substantial working capital requirements. While the Company believes
that the net proceeds from the Offering, cash flow from operations and
borrowings by the Joint Venture under the Revolving Credit Facility should
allow the Company to successfully implement its present business strategy,
additional financing may be required in the future to fund the Company's
growth, development and exploration drilling and continued technological
enhancement. In the event such capital resources are not available to the
Company, its drilling and other activities may be curtailed.
REVOLVING CREDIT FACILITY
In July 1995, the Joint Venture entered into the two year Revolving Credit
Facility with Compass Bank-Houston ("Compass"), which provides a maximum loan
amount of $20 million, subject to borrowing base limitations. Under the
Revolving Credit Facility, principal outstanding is due and payable upon
maturity in June 1998 with interest due monthly. At December 31, 1996, the
borrowing base was $11.2 million and borrowings
29
<PAGE>
outstanding under the Revolving Credit Facility were $10.2 million. Beginning
on December 1, 1996 and on the first day of each month thereafter, the
borrowing base is required to be reduced by $325,000. The Revolving Credit
Facility is without recourse to Old Edge and the other participants in the
Joint Venture. The Company will loan a portion of the proceeds of the Offering
to the Joint Venture for the purpose of repaying all outstanding indebtedness
under the Revolving Credit Facility. See "Certain Transactions--The
Combination Transactions--Description of Joint Venture." However, the
Revolving Credit Facility will be available for future borrowings by the Joint
Venture during its wind-down period. The Joint Venture may seek to adjust the
terms and availability of the Revolving Credit Facility in the future.
Semi-annually, Compass makes, in its sole discretion, the borrowing base
determination based upon the Joint Venture's proved oil and gas properties
determined in accordance with Compass' normal and customary procedures for
evaluating oil and gas reserves and other related assets. The Joint Venture
may request two additional borrowing base redeterminations per annum, provided
that Compass will not be obligated to perform a redetermination more than one
time per quarter, including quarters that contain a scheduled redetermination.
The interest rate for borrowings is either the Base Rate plus 0.5% or LIBOR
plus 2.5%. The Base Rate is the higher of (i) the Federal Funds Rate plus 0.5%
or (ii) the prime rate. The Joint Venture also pays a quarterly commitment fee
of 0.5% per annum for the unused portion of the borrowing base and a fee of
$5,000 for each regularly scheduled and borrower requested borrowing base
redetermination.
The Joint Venture is subject to certain covenants under the terms of the
Revolving Credit Facility, including, but not limited to (i) tangible
venturer's capital (total assets exclusive of certain intangibles minus total
liabilities) must be at least equal to $2.0 million plus 50% of positive net
income and 100% of equity raised for all quarterly periods subsequent to June
30, 1996; (ii) the ratio at the end of any quarter of cash flow (net income
plus depreciation, depletion, amortization and other non-cash expenses less
non-cash net income for such quarter) to debt service coverage (cash payments
made for principal on debt or capital leases for such quarter) must be at
least 1.25 to 1.00; and (iii) the dividends and distributions to the
venturers, among other things, may not exceed 50% of the cash flow in excess
of the cash flow required to maintain the ratio referred to in (ii) above. The
Revolving Credit Facility also places restrictions on additional indebtedness,
liens, sales of properties, amendment of the Joint Venture Agreement and other
matters. The Joint Venture's obligations under the Revolving Credit Facility
are secured by substantially all of the oil and gas properties of the Joint
Venture.
SUBORDINATED LOAN
In December 1994, the Joint Venture entered into an agreement providing for
the Subordinated Loan ("The Subordinated Loan Agreement"). Such agreement
provides for a $1 million term loan and a $1 million line of credit. Drawdowns
under the line of credit require 30 days' notice. At December 31, 1996, the
aggregate amount outstanding under the Subordinated Loan was $1.3 million,
including $300,000 outstanding under the line of credit. The principal is due,
unless earlier retired by the Joint Venture, upon the earlier of April 8, 1998
or the conclusion of the Joint Venture's wind up period. Interest at 10% per
annum is due monthly. The Subordinated Loan is secured by certain oil and gas
properties, equipment and other assets of the Joint Venture, but is
subordinate to the Revolving Credit Facility. The mortgage and security
agreement restricts the transfer of properties, creation of liens and other
matters. The Subordinated Loan is without recourse to the participants in the
Joint Venture. Under the Subordinated Loan Agreement, Mr. James C. Calaway has
a right to receive specified reversionary and overriding royalty interests on
prospects of the Joint Venture and certain rights to convert such interests
into shares of Common Stock, which shares are expected to be issued in
connection with the Combination Transactions. See "Certain Transactions--The
Combination Transactions--The Calaway Exchange." A portion of the proceeds
from the Offering will retire the Subordinated Loan.
In addition to the financing arrangements referred to above, the Company has
historically had other subordinate credit arrangements with certain
shareholders and related parties. Following the Offering these credit
arrangements will not be available.
30
<PAGE>
EFFECTS OF INFLATION AND CHANGES IN PRICE
The Company's results of operations and cash flows are affected by changing
oil and gas prices. If the price of oil and gas increases (decreases), there
could be a corresponding increase (decrease) in the operating cost that the
Company is required to bear for operations, as well as an increase (decrease)
in revenues. Inflation has had a minimal effect on the Company.
OTHER
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121") regarding accounting
for the impairment of long-lived assets. The Company adopted SFAS No. 121
effective January 1, 1996. However, its provisions are not applicable to the
Company's oil and gas properties as they are accounted for under the full cost
method of accounting. The effect of adopting SFAS No. 121 was not material for
any period presented.
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 ("SFAS No. 123"). SFAS No. 123 is a
new standard of accounting for stock-based compensation and establishes a fair
value method of accounting for awards granted after December 31, 1995 under
stock compensation plans. SFAS No. 123 encourages, but does not require,
companies to adopt the fair value method of accounting in place of the
existing method of accounting for stock-based compensation whereupon
compensation costs are recognized only in situations where stock compensation
plans award intrinsic value to recipients at the date of grant.
The Company has elected not to adopt the fair value accounting of SFAS No.
123 and continues to account for these plans under APB Opinion No. 25, under
which no compensation costs have been recognized.
31
<PAGE>
BUSINESS
OVERVIEW
The Company explores for oil and natural gas by emphasizing the integrated
application of highly advanced data visualization and computerized 3-D seismic
data analysis to identify potential hydrocarbon accumulations. The Company
believes its approach to processing and analyzing geophysical data
differentiates it from other independent exploration and production companies
and is more effective than conventional 3-D seismic data interpretation
methods. The Company utilizes a fully integrated, client-server environment
including nine workstation nodes with a high performance Silicon Graphics
server. This hardware configuration enables the Company to utilize advanced
interpretation software, including both Earth Cube and Voxel Geo technology.
The Company also believes that it maintains one of the largest databases of
onshore South Texas Gulf Coast 3-D seismic data of any independent oil and gas
company, and is continuously acquiring substantial additional data within this
core region.
The Company acquires 3-D seismic data by organizing and designing regional
data acquisition surveys for its proprietary use, as well as through selective
participation in regional non-proprietary 3-D surveys. The Company negotiates
seismic options for a substantial majority of the areas encompassed by its
proprietary surveys, thereby allowing it to later secure identified prospect
leasehold interests on a non-competitive, pre-arranged basis. In the Company's
non-proprietary 3-D survey areas, the Company's technical capabilities allow
it to rapidly and comprehensively evaluate large volumes of regional 3-D
seismic data, facilitating its ability to identify attractive prospects within
a surveyed region and to secure the corresponding leasehold interests ahead of
other industry participants.
The Company's extensive technical expertise has enabled it to internally
generate all of its 3-D prospects drilled to date and to assemble a large
portfolio of 3-D based drilling prospects. The Company pursues drilling
opportunities that include a blend of shallower, normally pressured reservoirs
that generally involve moderate costs and risks as well as deeper, over-
pressured reservoirs that generally involve greater costs and risk, but have
higher economic potential. The Company mitigates its exposure to exploration
costs and risks by conducting its operations with industry partners, including
major oil companies and large independents, that generally pay a
disproportionately greater share of seismic acquisition and, in many
instances, leasing and drilling costs than the Company.
The Company has experienced rapid increases in reserves, production and cash
flow since early 1995 due to the growth of its 3-D based drilling activities
and the retention of progressively larger interests in its exploration
projects. From January 1, 1995 to December 31, 1996, reserves discovered from
Company-generated prospects totaled 99.4 Bcfe, while the Company's net proved
reserves increased from 5.9 Bcfe to 17.3 Bcfe at an average cost to the
Company of $0.59 per Mcfe. The Company drilled 13 gross (0.42 net) wells in
1994, 35 gross (13.5 net) wells in 1995 and 45 gross (19.8 net) wells in 1996.
For the period from January 1, 1995 through December 31, 1996, the Company's
commercial well success rate was approximately 68% for the 80 gross (33.3 net)
exploratory wells drilled (of which 73 were based on its interpretation of 3-D
seismic data).
The Company's future growth will be driven by the drilling and development
of existing opportunities from its prospect portfolio as well as new 3-D based
prospects that are continually being identified by the Company's exploration
team. The Company intends to substantially increase its drilling activities
and has budgeted 120 gross (46.3 net) wells to be drilled in 1997. The Company
currently anticipates increasing its capital expenditure budget to at least
$20.0 million in 1997 from $10.5 million in 1996. The Company believes the
proceeds of this Offering will enable it to increase the number and size of
additional 3-D seismic acquisition projects in which it participates,
accelerate its drilling activities and retain a greater share of the reserves
it discovers.
The address of the Company's principal executive offices is Texaco Heritage
Plaza, 1111 Bagby, Suite 2100, Houston, Texas 77002, and its telephone number
is (713) 654-8960.
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<PAGE>
BACKGROUND
The Company began operations in 1983 and until 1992 generated drilling
prospects based on 2-D seismic data for sale to other exploration and
production companies. From the Company's inception, it has generated
approximately 130 prospects, many of which were large projects with deep
targets that required substantial drilling costs. Given the uncertainties of
drilling based on 2-D seismic information, the substantial drilling costs of
the projects and the Company's limited financial resources, the Company
generally sold substantially all of its interests in such prospects for cash
while retaining a reversionary interest. A substantial portion of the annual
cash flows generated by the Company during this period was distributed to its
interest holders resulting in a low level of equity accumulation. During this
period, however, the Company developed extensive expertise in generating and
obtaining drilling prospects, particularly in the onshore Gulf Coast area.
During 1992, as a result of the advent of economic onshore 3-D seismic
surveys and the improvement and increased affordability of data interpretation
technologies, the Company changed its exploration strategy to emphasize the
acquisition of 3-D seismic data covering certain of its existing 2-D based
project areas. From 1992 to 1995, the Company reduced its inventory of 2-D
based prospects, began limited drilling for its own account of certain
existing 2-D based prospects and began developing prospects based on 3-D
seismic data. Since early 1995, the Company has almost exclusively drilled
prospects generated from 3-D seismic data, while accelerating its drilling
activity and increasing its working interests in new project areas as
available capital has allowed.
BUSINESS STRATEGY
The Company's business strategy is to expand its reserves, production and
cash flow through a disciplined, integrated technology-based program of
exploring for oil and natural gas, which emphasizes the following key
components:
FOCUSED EXPLORATION. The Company intends to maintain its exploration
focus along the onshore Gulf Coast with continued emphasis in South Texas
because of its 3-D seismic expertise in this region. The Company believes,
based on the results of its recent exploration activities, that significant
undiscovered reserves remain in this region. The Company also plans to
utilize its existing database consisting of 567 square miles of 3-D seismic
and geologic data (509 square miles of which are in South Texas) and its
knowledge of the region's producing fields and trends to further expand its
operations within this core region. The Company is currently in the process
of acquiring an additional 459 square miles of 3-D seismic data in South
Texas, which the Company believes will generate a significant number of
additional prospects in 1997 and beyond.
TECHNOLOGICAL EXPERTISE. The Company seeks to explore for and add oil and
natural gas reserves through its advanced 3-D seismic data visualization
and interpretation techniques. These techniques enable its exploration team
to analyze large amounts of 3-D seismic information and to rapidly identify
important patterns or attributes in the data which may indicate hydrocarbon
traps. The Company's technical abilities have allowed it to discover oil
and natural gas reservoirs in existing producing trends with geological
complexities that have eluded conventional interpretation. The Company
plans to continue to enhance its visualization and interpretation strengths
as new technologies and processes are developed.
SOPHISTICATED AND EXPERIENCED TECHNICAL TEAM. The Company has assembled a
team of highly talented geoscientists and other technical personnel who are
experienced in the use of advanced exploration methodologies, and it
actively seeks to identify and attract new members to its exploration team.
The Company provides its personnel with a technologically advanced work
environment, training and results-oriented compensation, including
participation in the Company's stock option plan. The Company believes that
the use of advanced technology by its technical personnel together with
increased capital resources will be critical components to implementing its
business strategy.
PROSPECTS WITH ATTRACTIVE RISK/REWARD BALANCE. The Company typically
retains all or the majority of its interests in prospects with normally
pressured and generally shallow reservoirs. Such prospects are often
located in areas with existing pipelines and production infrastructure,
which facilitate and expedite the
33
<PAGE>
commencement of production and cash flow. The Company typically sells to
industry partners, on a promoted basis, a portion of its interests in
prospects that involve higher costs and greater risks, or consist of deep,
over-pressured and often larger reservoirs, in order to mitigate its
exploration risk and fund the anticipated capital requirements for the
portion of those prospects it retains.
CONTROL OVER CRITICAL EXPLORATION FUNCTIONS. In its participation
agreements with industry partners, the Company generally seeks to exercise
control over what it believes to be the most critical functions in the
exploration process. These functions include determining the area to
explore; managing the land permitting and optioning process; determining
seismic survey design; overseeing data acquisition and processing;
preparing, integrating and interpreting the data; and identifying each
prospect and drill site. The Company seeks operator status and control over
the remaining aspects of field operations when it believes its expertise
can add value to these functions.
EXPLORATION TECHNOLOGY
Since 1992, as a result of the advent of economic onshore 3-D seismic
surveys and the improvement and increased affordability of data interpretation
technologies, the Company has relied almost exclusively on the interpretation
of 3-D seismic data in its exploration strategy. The principal advantage of 3-
D seismic data over 2-D seismic data is that it affords a geoscientist the
ability to investigate the entire prospective area using a 3-D seismic data
volume, as compared to the limited number of two dimensional profiles covering
a small percentage of the prospective area that are available using 2-D
seismic data. As a consequence, a geoscientist using 3-D seismic data is able
to more fully evaluate prospective areas and produce more accurate
interpretations. The use of structural maps based upon 3-D seismic data can
significantly improve the probability of drilling commercially successful
wells, since this data allows structurally advantageous positions to be more
accurately located in highly drilled exploration plays where only 2-D seismic
data was used in the past.
The Company's methodology for interpreting 3-D seismic data has advanced
beyond traditional 3-D interpretation techniques which consist of interpreting
multiple closely spaced 2-D profiles extracted from 3-D seismic volumes to
generate 3-D structural maps. The Company's advanced visualization and data
analysis techniques and resources enable its geoscientists to view
collectively large volumes of information contained within the 3-D seismic
data. This improves the geoscientist's ability to recognize certain important
patterns or attributes in the data which may indicate hydrocarbon traps and
which, if viewed incorrectly or with the application of improper techniques,
could go undetected. Visualization techniques also enable the geoscientist to
quickly identify and prioritize key areas from the large volumes of data
reviewed in order to realize the greatest early benefit. The Company's
sophisticated computing resources and unique visualization and data analysis
techniques allow its geoscientists to more easily identify features such as
shallow amplitude anomalies, complex channel systems, sharp structural details
and fluid contacts, which might have been overlooked using less sophisticated
3-D seismic data interpretation techniques.
The application of advanced 3-D exploration technology requires large scale
information processing and graphic visualization, made possible by the rapid
improvements in computing technology. The Company has made a significant
investment in its 3-D seismic data visualization technology, which is closely
linked with the Company's well-log database and other geoscience application
software. Additionally, the Company has developed a fully integrated, client-
server environment utilizing nine scientific workstation nodes. For large
scale visualization, the Company uses a Silicon Graphics Onyx R10000 server
with the SGI Reality Engine-2. The Company uses a comprehensive suite of
Landmark Graphics geoscience applications in its interpretation environment,
including Landmark's EarthCube software, which is designed specifically to
integrate visualization and 3-D geologic interpretation. In addition, the
Company utilizes Cogniseis' Voxel Geo technology in its visualization efforts.
The Company's technological success is dependent in part upon hiring and
retaining highly skilled technical personnel. The Company has assembled a
technical team that it believes has the capacity to adapt to the rapidly
changing technological demands in the field of oil and natural gas
exploration. This team consists of seven
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geoscientists with an average of 15 years industry experience, most of which
have had extensive experience with major oil companies. The Company provides
its technical team with a sophisticated work environment and enables these
employees to participate in the upside potential of prospects by assigning
them overriding royalty interests in prospects they identify. See
"Management--Other Compensatory Arrangements." With its technical capabilities
and personnel, the Company believes that it will be able to analyze
increasingly large quantities of data without a commensurate increase in the
number of employees. Additionally, the expertise of the Company's team of
geoscientists reduces its dependence on outside technical consultants and
enables the Company to internally generate substantially all of its prospects.
EXPLORATION AND OPERATING APPROACH
The Company's exploration approach is to acquire large 3-D seismic data sets
along prolific, producing trends of the onshore Gulf Coast and to utilize
advanced visualization and interpretation techniques to identify or evaluate
prospects and then drill the prospects which it believes provide the potential
for significant returns. The Company typically seeks to explore in areas with
(i) numerous accumulations of normally pressured reserves at shallow depths
and in geologic traps that are difficult to define without the use of advanced
3-D data visualization and interpretation and (ii) the potential for large
accumulations of deeper, over-pressured reserves. The Company typically sells
a portion of its interest in the deep, over-pressured prospects in order to
mitigate its exploration risk and fund the anticipated capital requirements
for the interests it retains in such prospects, while retaining all or the
majority of its interest in the prospects with normally pressured reservoirs.
The Company emphasizes preplanning in project development to lower capital
and operational costs and to efficiently integrate potential well locations
into the existing and planned infrastructure, including gathering systems and
other surface facilities. In constructing surface facilities, the Company
seeks to use reliable, high quality, used equipment in place of new equipment
to achieve cost savings. The Company also seeks to minimize cycle time from
drilling to hook-up of wells, thereby accelerating cash flow and improving
ultimate project economics.
An important component of the Company's exploration approach is the
acquisition of large 3-D seismic data sets at the lowest possible cost. The
Company has sought to obtain large 3-D data sets either by participating in
large seismic data acquisition programs through joint venture arrangements
with other energy companies or "group shoots" in which the Company shares the
costs and results of seismic surveys. The Company believes its technical
capabilities allow it to rapidly evaluate these large 3-D datasets and
identify and secure drilling opportunities prior to the other participants in
these group shoots. In both the joint ventures and the group shoots, the
Company's partners have borne a disproportionate share of the up-front costs
of seismic data acquisition and interpretation in return for the Company's
expertise in the management of seismic surveys, interpretation of 3-D seismic
data, development of prospects and acquisition of exploration rights.
Substantially all of the Company's operations are conducted through joint
operations with industry participants. The Company is currently actively
involved in 14 joint project areas based on 3-D seismic surveys with, among
others, Belco Oil and Gas Corp., Carrizo Oil and Gas Inc., Chevron
Corporation, Cheyenne Petroleum Company, IP Petroleum Company, Inc., KCS
Energy, Inc., Pennzoil Company, Phillips Petroleum Company and Texaco Inc.
Following this Offering, the Company intends to increase the number and size
of seismic data acquisitions and interpretation projects it manages to
accelerate its prospect generation activities and capture a greater share of
the oil and natural gas properties discovered as a result of its technological
expertise.
Under the participation agreements on its recent projects, the Company is
generally responsible for determining the area to explore; managing the land
permitting and optioning process; determining seismic survey design;
overseeing data acquisition and processing; preparing, integrating and
interpreting the data; identifying the drill site; and in selected instances,
managing drilling and production operations. The Company is therefore
responsible for exercising control over what it believes are the critical
functions in the exploration process. The Company seeks to obtain lease
operator status and control over field operations, including decisions
regarding drilling and completion methods and accounting and reporting
functions, only when its expertise and planning capabilities indicate that
meaningful value can be added through its performance of these functions.
Typically,
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<PAGE>
in cases when the Company does not have field operator status, the Company is
primarily responsible for identifying prospects for the operator and, when
necessary, asserts its rights under its joint operating agreements to ensure
drilling of such prospects. The Company began field operations of wells in
1995 and currently operates producing oil and natural gas wells in South Texas
and Alabama. These wells range in depth from 3,000 feet to greater than 14,000
feet.
The Company has developed extensive experience in the development and
management of projects along the Gulf Coast. Over the past 13 years, the
Company has generated and assembled approximately 130 prospects within the
onshore Gulf Coast area. The Company believes that the ability to develop
large scale 3-D projects in this area on an economic basis requires experience
in obtaining the rights to explore and is a source of competitive advantage
for the Company.
The Company's primary strategy for acreage acquisition is to obtain leasing
options covering large geographic areas prior to conducting its 3-D seismic
surveys. The Company, therefore, typically seeks to acquire seismic permits
that include options to lease, thereby reducing the cost and the level of
competition for leases on drilling prospects that may result upon completing a
successful seismic data acquisition program over a project area.
SIGNIFICANT PROJECT AREAS
Set forth below are descriptions of the Company's key project areas where it
is actively exploring for potential oil and natural gas prospects and in many
cases currently has production. The 3-D surveys the Company is using to
analyze its project areas range from regional non-proprietary group shoots to
single field proprietary surveys. The Company has participated in these
project areas with industry partners under agreements that typically provide
for the industry partners to bear a disproportionately greater share of the
up-front costs associated with obtaining option arrangements with landowners,
seismic data acquisition and related data interpretation than the costs
incurred by the Company.
Although the Company is currently pursuing prospects within the project
areas listed below, there can be no assurance that these prospects will be
drilled at all or within the expected timeframe. The final determination with
respect to the drilling of any scheduled or budgeted wells will be dependent
on a number of factors, including (i) the results of exploration efforts and
the acquisition, review and analysis of the seismic data, (ii) the
availability of sufficient capital resources by the Company and the other
participants for the drilling of the prospects, (iii) the approval of the
prospects by other participants after additional data has been compiled, (iv)
economic and industry conditions at the time of drilling, including prevailing
and anticipated prices for natural gas and oil and the availability of
drilling rigs and crews, (v) the financial resources and results of the
Company and (vi) the availability of leases on reasonable terms and permitting
for the prospect. There can be no assurance that these projects can be
successfully developed or that the scheduled or budgeted wells discussed will,
if drilled, encounter reservoirs of commercially productive natural gas or
oil. The reserve data set forth below for the various prospects is based upon
the Ryder Scott Report. There are numerous uncertainties in estimating
quantities of proved reserves, including many factors beyond the control of
the Company. See "Risk Factors--Dependence on Exploratory Drilling
Activities," "--Reserve Replacement Risk" and "--Uncertainty of Reserve
Information and Future Net Revenue Estimates."
TEXAS
Encinitas/Kelsey Project Area: Frio-Vicksburg Trend
The Encinitas/Kelsey Project Area is located in Brooks County, Texas in the
geologically complex Frio-Vicksburg trend. The Company acquired 9,110 acres in
this project area in December 1994 to re-develop the property. Upon
acquisition of its interests in this project area, the Company undertook a
comprehensive petrophysical study and a 32 square mile 3-D survey over the
area which has resulted in the identification of numerous prospects. Four of
these prospects were drilled between January and June 1996, resulting in four
new
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<PAGE>
field discoveries. During the quarter ended December 31, 1996, the Company's
share of production from wells in this project area was 30 Bbls/d of oil and
1.4 MMcf/d of gas. As of December 31, 1996, the Company's net estimated proved
reserves in the fields were 1.3 Bcf of gas and 14 MBbls of oil. The Company
has identified six drill sites to be drilled in the first half of 1997. Two
additional wells may be drilled in 1997, depending upon the results of the six
wells scheduled to be drilled. The Company believes that continuing
interpretation of the 3-D seismic data will result in additional prospects and
drilling locations. The Company has a 22.5% working interest and an 18.8% net
revenue interest in the properties in this project area.
Everest Project Area: Frio-Vicksburg Trend
The Everest Project Area is located in Starr and Hidalgo Counties, Texas in
the prolific Frio-Vicksburg Trend. The Company and a partner licensed
approximately 340 square miles of non-proprietary 3-D seismic data in this
project area in August 1995 and June 1996. Through its data processing,
analysis and interpretation techniques, the Company has identified 64
prospects in the shallow Frio trend and the deeper structurally complex
Vicksburg Trend, and two potentially large prospects in the relatively
unexplored Eocene Trend. The Company and its partner currently control 18 of
these prospects (ten Frio, seven Vicksburg and one Eocene). As of December 31,
1996, eight of these prospects have been drilled (five Frio prospects and
three Vicksburg), resulting in six new field discoveries, one field extension
and one dry hole. These discoveries have resulted in additional estimated net
proved reserves to the Company of 4.0 Bcf of gas and 58 MBbls of oil as of
December 31, 1996. A portion of the Company's interest in the Vicksburg
prospects was sold to industry partners, the proceeds of which were used to
finance the drilling costs of the Company's retained working interest. For
1997, the Company has scheduled two development wells on previous discoveries
and six exploratory wells. The Company has also budgeted for drilling 11
additional exploratory prospects to be selected from the remaining inventory
of 48 prospects. The Company also believes that continuing interpretation of
the Everest Project 3-D data will result in additional prospects and drilling
locations. The Company is entitled to 50% of any interests acquired by the
Company and its partner in prospects developed in this project area.
Cameron Project Area: Wilcox and Jackson-Yegua Trends
The Cameron Project Area is located in Webb and Duval Counties, Texas in the
prolific structurally complex Wilcox trend and the highly stratigraphic
Jackson-Yegua trend. The Company and a partner have underwritten approximately
325 square miles of non-proprietary 3-D seismic data in this project area. The
first 100 square miles of the data is expected to be received by the Company
in March 1997, with the remainder expected to be delivered to the Company over
the remainder of 1997. As in the Everest Project, the Company's strategy is to
drill all shallow, normally pressured prospects and to sell portions of the
deeper over-pressured prospects using the resulting proceeds to finance the
drilling costs of the retained interests in such prospects. The Company
believes that, given the geologic similarities of the Everest and Cameron
Project areas, the Company's experience in the Everest Project Area will
assist it in its exploration efforts in the Cameron Project. The Company is
entitled to 50% of any interests acquired by the Company and its partner in
prospects developed in this project area.
Nita/Austin Project Area
Nita/Austin Project Area: Wilcox Formation. The Nita/Austin Project Area is
located along the Gulf Coast of South Texas in Goliad County. The Company has
identified two large Wilcox prospects in this project area. The first of these
prospects was discovered by the Company and is called the Bego Field. An
initial test well drilled in 1991 based on 2-D seismic data resulted in a new
field discovery. A second well in the Bego Field was drilled in 1994 and
experienced mechanical failure. In early 1995 the Company acquired a 42 square
mile 3-D seismic survey covering this project area. A third Bego Field well
was drilled in 1995 using the 3-D seismic data and is currently in the
developmental stage. Currently, two delineation wells are also being drilled.
Given the early stage of development and current uncertainty as to the
commerciality of the field, the Company has not included any estimate of
reserves from these wells. The second of the two large Wilcox prospects was
identified
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using 3-D seismic data and is scheduled to be drilled in the first quarter of
1997. The Company has an average 1.7% working interest and an average 6% after
payout working interest in its properties in the Wilcox formation portion of
this project area.
Nita/Austin Project Area: Shallow Frio Trend. In mid-1995, the Company,
through its analysis of the Nita/Austin 3-D seismic survey, identified 26
prospects in the shallow Frio trend. From mid-1995 to the end of 1996, 22 of
these prospects were drilled, resulting in 17 commercial wells. For the
quarter ended December 31, 1996, these wells produced 3.0 MMcf/d of natural
gas net to the Company. The estimated net proved reserves to the Company for
these wells were 4.5 Bcf of natural gas as of December 31, 1996. The Company
currently expects to drill one additional well in the shallow Frio trend
portion of this project area during the first quarter of 1997. The Company has
also budgeted two additional shallow Frio wells for the end of 1997. The
Company has an approximate average 80% working interest and an approximate
average 60% net revenue interest in the properties in the shallow Frio trend
portion of this project area.
Spartan Project Area: Frio Trend
The Spartan Project Area is a 23 square mile 3-D seismic project area
located adjacent to the Nita/Austin Project Area in Goliad and Victoria
Counties, Texas. The Company currently has approximately 5,855 acres under
lease or option in this project area. The objective for this project area is
primarily the shallow Frio trend, with additional potential in the deeper
Yegua and Wilcox formations. The Company began interpreting the 23 square
miles of seismic data in August 1996, and has identified four Frio drill
sites, one deep Wilcox prospect and one Queen City prospect to date. The
Company has completed the first Frio well, and the remaining wells are
scheduled to be drilled in 1997. The Company has also budgeted for 1997 one
additional well that is currently being evaluated. The Company's primary
exploration leases and options, if exercised, provide for a 50% working
interest and an average 39.5% net revenue interest in its properties in this
project area.
Belco Project Area: Frio Trend and Yegua and Wilcox Formations
The Belco Project Area is located in Goliad, Bee and Victoria Counties,
Texas where the Company controls 36,657 acres through lease or option. The
primary exploration objectives for this project area, like the Nita/Austin
Project Area and the Spartan Project Area, are the shallow Frio gas
accumulations, with the secondary objectives being the deeper Yegua and Wilcox
formations. The Company and its partner on this project area, Belco Oil & Gas
Corp. ("Belco"), are currently in the initial phase of this project which
involves acquiring a total of 250 square miles of proprietary 3-D seismic
data. The first 114 square miles of the seismic data area are currently being
shot, and the seismic data is expected to be available for interpretation
during the first quarter of 1997. If the Company is successful in the
development of this initial phase, the project is expected to expand to a
total of 750 square miles of data acquisition. The Company's agreement with
Belco provides for the Company to manage all aspects of the project's
development, with Belco performing field operations for the deep prospects
developed and the Company operating any shallow Frio wells. The Company has
budgeted to drill 41 wells in this project area in 1997 based upon statistical
results of drilling activities in the adjoining Nita/Austin and Spartan
Project Areas that the Company believes are geologically similar. The Company
is entitled to 50% of any interests acquired by the Company and Belco in
prospects developed in this project area.
Tyler Project Area: Wilcox, Hockley, Pettus and Yegua Formations
The Tyler Project Area is located in Live Oak County, Texas where the
Company currently has approximately 3,750 gross acres under lease. The
exploration objectives are the deep, over-pressured zones of the expanded
Upper Wilcox formation and the shallow zones of the Hockley, Pettus and Yegua
formations. A 25 square mile proprietary 3-D seismic survey over the project
area was acquired in 1994, from which an approximately 3,500 acre Wilcox
prospect was identified. An initial well drilled on the project area in 1995
was temporarily abandoned for mechanical reasons, but the Company reentered
and completed the well and it was flowing at a rate of 900 Mcf/d of gas as of
December 31, 1996. The Company is currently attempting to
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<PAGE>
complete an additional deep well that was drilled in late 1996 and experienced
mechanical problems. One additional deep prospect is anticipated to be drilled
in 1997. The Company has a 1.5% working interest and a 15.2% after payout
working interest in these wells. In addition, in the shallow zones of the
Hockley and Pettus formations, the Company has drilled and developed six
producing wells which are currently producing approximately 130 Bbls/d and 180
Mcf/d net to the Company's interest. These six discoveries have resulted in
additional estimated proved reserves of 0.4 Bcf of gas and 130 MBbls of oil
net to the Company as of December 31, 1996. The Company has working interests
ranging from 56% to 100% in the shallow producing wells.
Buckeye Project Area: Wilcox, Hockley, Pettus and Yegua Formations
The Buckeye Project Area is located in Live Oak County, Texas adjacent to
the Company's Tyler Project Area. The Company currently holds approximately
12,000 acres under option and has acquired an approximate 20 square mile 3-D
seismic survey of the area. The Company currently is processing this 3-D
seismic data. As with the Tyler Project Area, the exploration objectives for
the Buckeye Project Area are the shallow zones of the Hockley, Pettus and
Yegua formations and the deep zones of the expanded upper Wilcox formation.
The Company plans to drill any prospects it identifies in the shallow
formations and to seek to promote any deep Wilcox prospects identified to
other energy companies for cash and a reversionary interest. The Company has
budgeted to drill 11 wells in this project area in 1997 based upon statistical
results of drilling activities in the adjoining Tyler Project Area that the
Company believes is geologically similar. The Company's lease options, if
exercised, provide for a 50% working interest and an average of approximately
39% net revenue interest in the acreage in this project area.
Hiawatha Project Area: Pettus and Yegua Formations
The Hiawatha Project Area is located in Duval County, Texas. The majority of
past drilling and production activity occurred in the 1940s, with the most
recent well in the area being drilled in the 1970s. Although the area has
experienced limited recent exploration due to complex landowner and leasehold
owner problems, the Company has leased 11,754 acres and has options on an
additional 3,231 acres in this project area. A 23 square mile proprietary 3-D
seismic survey was obtained by the Company in August 1996 and is currently
being interpreted with multiple prospect leads under evaluation. Three wells
were completed in the project area during the fourth quarter of 1996, and an
additional two wells were completed in January 1997. These wells have resulted
in estimated proved reserves of 0.5 Bcf of gas and 61 MBbls of oil net to the
Company as of December 31, 1996. One additional well is currently scheduled to
be drilled during 1997. The Company has identified at least 9 additional
prospects in various stages of development which it has budgeted for drilling
in 1997. Some of these wells are dependent upon the results of the first four
scheduled wells. The Company has an average 50% working interest and an
average 38.5% net revenue interest in the acreage under lease in this project
area.
East McFaddin Project Area: Frio Formation
The East McFaddin Project Area is located in Victoria County, Texas. In
1995, the Company obtained a 40% working interest in a 4,680 acre lease in the
project area by agreeing to conduct and pay for a 3-D seismic survey of the
project area. Subsequently, the Company expanded its leasehold acreage and
purchased options for 1,760 acres. The Company then obtained a partner to fund
an approximately 11 square mile 3-D seismic survey in exchange for 50% of the
Company's 40% interest. Two successful wells and three dry holes have been
drilled on the lease since acquisition of the 3-D seismic data. The two
successful wells produced an average of over 2.3 MMcf/d of gas during the
fourth quarter of 1996 with estimated proved reserves of 0.5 Bcf of gas and 2
MBbls of oil net to the Company as of December 31, 1996. The two producing
wells are currently awaiting hook-up from a low-pressure to a high-pressure
pipeline, in order to increase production rates. The 3-D seismic data was
recently reprocessed and two prospects are currently being evaluated and are
scheduled to be drilled in 1997. Five additional wells have been budgeted to
be drilled in 1997.
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<PAGE>
Triple "A" Project Area: Frio Formation
The Triple "A" Project Area involves the redevelopment of a mature field
located in San Patricio County, Texas. All of the prospects in this project
area are located in the normally pressured Frio trend. In 1995 the Company
acquired a 2,230 acre lease in the Triple "A" Project Area by conducting a 13
square mile 3-D seismic survey over the field area. An additional 600 acres
has been acquired by the Company to cover what the Company believes to be the
prospective areas around the field. The Company has recently drilled and
completed the first of two identified prospects. The well produced 500 Mcf/d
of gas and 8 Bbls/d of oil net to the Company's interest during December 1996
with estimated net proved reserves of 0.2 Bcf of gas and 1.0 MBbls of oil as
of December 31, 1996. Should the Company identify any additional drill sites,
it would expect to drill the normally pressured prospects and, like in the
Starr-Hidalgo Project Area, it would seek to develop and sell deeper prospects
for up-front cash and an after payout working interest. The Company has an
average 25% working interest and an average 18.8% net revenue interest in the
acreage under lease in this project area.
MISSISSIPPI
Tallahala Creek Field: Cotton Valley and Smackover Formation
The Tallahala Creek Field is located in Smith County, Mississippi, and
approximately 3,240 acres are under lease. Following acquisition of the field,
improvements in operations of producing wells and several recompletions
identified by the Company in a detailed petrophysical study of the existing
wells resulted in a production increase from 180 Bbls/d of oil at the time of
acquisition in November 1994 to 310 Bbls/d of oil during the quarter ended
December 31, 1996. As of December 31, 1996, the estimated proved reserves of
this field were 195 MBbls of oil and 65 MMcf of natural gas net to the
Company. In the fourth quarter of 1995 the Company acquired a 28 square mile
3-D seismic survey over the field. Interpretation of the 3-D data has revealed
five prospects within the field. The Company is currently drilling the first
of these locations to a depth of approximately 15,900 feet. The Company has an
18% to 23.5% working interest and a 10.6% to 17.4% net revenue interest in the
properties in this field.
Quito Prospect: Cotton Valley and Smackover Formation
The Quito Prospect is located in Wayne County, Mississippi, and
approximately 2,760 acres are under lease. The Company identified the prospect
using 2-D seismic data and acquired 3-D seismic data in November 1996 to
better delineate the prospect. The Company believes the 3-D seismic data
indicates a structure that could potentially support four producing wells. The
Company has an average 50% working interest and an average 36.3% net revenue
interest in the acreage under lease.
ALABAMA
Barnett Project Area: Smackover Formation
The Barnett Project Area is located in Escambia County, Alabama, and
approximately 578 acres are under lease. A 20 square mile 3-D seismic survey
was acquired and interpreted in 1994, resulting in the identification of six
prospects in the Smackover Formation. Four of these prospects have been
drilled, resulting in the completion of three producing wells. Production from
the first two producing wells averaged 645 Bbls/d of oil and 530 Mcf/d of gas
during the quarter ended December 31, 1996. The third well began production in
the fourth quarter of 1996. The two remaining prospects are scheduled to be
drilled during 1997. The Company has an average 18.5% after payout working
interest and an average 13.6% after payout net revenue interest in the acreage
under lease in this project area.
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LOUISIANA
South Mermentau Field
The South Mermentau Field is located in Acadia Parish, Louisiana. The
Company discovered a new natural gas reservoir in this field by drilling an
initial exploration well. A second well was drilled on an offset fault block
and was also found to be productive. The field produced approximately 8.9
MMcf/d of natural gas and 570 Bbls/d of oil during the fourth quarter of 1996.
The Company's net estimated proved reserves are 0.7 Bcf of gas and 34 Mbls of
oil as of December 31, 1996. The Company is currently attempting to permit a
3-D survey over this project area. The Company has a 15.8% working interest
and an 11.3% net revenue interest in its properties in this field.
SIGNIFICANT FULLY DEVELOPED PROPERTIES
In addition to its exploration project areas, the Company has interests in
the following significant development properties. No exploration is expected
to be conducted on such properties. The reserve data set forth below for the
properties is based on the Ryder Scott Report. There are numerous
uncertainties in estimating quantities of proved reserves, including many
factors beyond the control of the Company. See "Risk Factors--Uncertainty of
Reserve Information and Future Net Revenue Estimates."
South Maurice Field
South Maurice Field is located in Vermillion Parish, Louisiana, and is the
largest single discovery made to date by the Company. The field has produced
approximately 80 Bcf of gas since its discovery by the Company in 1987 and was
producing 24.3 MMcf/d of gas and 123 Bbls/d of oil as of December 31, 1996.
The Company distributed most of its interests in this field to its former
equity holders, but still retains a 2.7% working interest and a 2.0% average
net revenue interest with proved reserves of 0.4 Bcfe attributable to the
Company as of December 31, 1996.
North Excel Field
The North Excel Field is located in Monroe County, Alabama, and
approximately 769 acres are under lease. The North Excel Field was discovered
by the Company in November 1994. During 1994, a 3-D seismic survey was
acquired and interpreted within the Frisco City Sands and the Norphlet Sands.
Four producing wells have been completed in the field, which produced 625
Bbls/d of oil and 5,250 Mcf/d of gas during the quarter ended December 31,
1996 with estimated proved reserves of 111 MBbls of oil and 0.3 Bcf of gas net
to the Company as of December 31, 1996. The Company believes that the North
Excel Field is fully drilled and offers the potential for increased reserves
solely from operational and engineering improvements. The Company has a 13%
working interest and a 10% average net revenue interest in the acreage under
lease in this field.
ESSEX ROYALTY PROPERTIES
The Company is the managing venturer of two joint ventures (the "Essex
Royalty Joint Ventures") that have acquired royalty, overriding royalty, net
profits and other non-operating interests with respect to producing and non-
producing properties located in Louisiana, Texas, Alabama, Mississippi, New
Mexico and Oklahoma.
Pursuant to the joint venture agreements for the Essex Royalty Joint
Ventures, the Company, as managing venturer, receives certain management fees.
In addition, after the other participants in each of the two Essex Royalty
Joint Ventures receive distributions equivalent to 110% and 111.3%,
respectively, of their capital contributions, the Company will receive 40% and
25%, respectively, of the profits, losses and distributions of the Essex
Royalty Joint Ventures. As of December 31, 1996, approximately $1.1 million
and $2.5 million remained until payout with respect to the two Essex Royalty
Joint Ventures. For a more extensive discussion of the joint venture
agreements with respect to the Essex Royalty Joint Ventures, see "Certain
Transactions--Essex Royalty Joint Ventures."
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<PAGE>
From its inception in 1992 through December 31, 1996, in addition to the
payment of management fees, the Essex Royalty Joint Ventures made
distributions of approximately $2.5 million, all of which, pursuant to the
sharing ratios described above, were distributed to the other participants in
the Essex Royalty Joint Ventures.
OIL AND NATURAL GAS RESERVES
The following table sets forth estimated net proved oil and natural gas
reserves of the Company and the present value of estimated future pretax net
cash flows related to such reserves as of December 31, 1996. The reserve data
and the present value as of December 31, 1996 were prepared by Ryder Scott.
For further information concerning Ryder Scott's estimate of the proved
reserves of the Company at December 31, 1996, see Ryder Scott's letter
included as Annex A to this Prospectus. The present value of estimated future
net revenues before income taxes was prepared using constant prices as of the
calculation date, discounted at 10% per annum on a pretax basis, and is not
intended to represent the current market value of the estimated oil and
natural gas reserves owned by the Company. For further information concerning
the present value of future net revenue from these proved reserves, see Note 9
of Notes to Combined Financial Statements. Also see "Risk Factors--Uncertainty
of Reserve Information and Future Net Revenue Estimates."
<TABLE>
<CAPTION>
PROVED RESERVES
-----------------------------
DEVELOPED UNDEVELOPED TOTAL
--------- ----------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Oil and condensate (MBbls).................... 570 73 643
Natural gas (MMcf)............................ 11,301 2,116 13,417
Total proved reserves (MMcfe)................. 14,721 2,554 17,275
Present value of estimated future net revenues
before income taxes(1)....................... $34,001 $5,425 $39,426
</TABLE>
- --------
(1) The present value of estimated future pretax net cash flows as of December
31, 1996 was determined by using the December 31, 1996 weighted average
sales prices of $23.69 per Bbl of oil and $3.62 per Mcf of natural gas.
There are numerous uncertainties inherent in estimating quantities of proved
oil and natural gas reserves and in projecting future rates of production and
timing of development expenditures, including many factors beyond the control
of the producer. The reserve data set forth herein represents estimates only.
Reserve engineering is a subjective process of estimating underground
accumulations of oil and natural gas that cannot be measured in an exact way,
and the accuracy of any reserve estimate is a function of the quality of
available data and of engineering and geological interpretation and judgment.
As a result, estimates made by different engineers often vary from one
another. In addition, results of drilling, testing and production subsequent
to the date of an estimate may justify revision of such estimates, and such
revisions may be material. Accordingly, reserve estimates are generally
different from the quantities of oil and natural gas that are ultimately
recovered. Furthermore, the estimated future net revenues from proved reserves
and the present value thereof are based upon certain assumptions, including
future prices, production levels and costs, that may not prove correct.
No estimates of proved reserves comparable to those included herein have
been included in reports to any federal agency other than the Commission.
In accordance with Commission regulations, the Ryder Scott Report used oil
and natural gas prices in effect at December 31, 1996. Natural gas prices at
such date were high relative to prices in recent years. The prices used in
calculating the estimated future net revenue attributable to proved reserves
do not necessarily reflect market prices for oil and natural gas production
subsequent to December 31, 1996. There can be no assurance that all of the
proved reserves will be produced and sold within the periods indicated, that
the assumed prices will actually be realized for such production or that
existing contracts will be honored or judicially enforced.
42
<PAGE>
VOLUMES, PRICES AND OIL & GAS OPERATING EXPENSE
The following table sets forth certain information regarding the production
volumes of, average sales prices received for and average production costs
associated with the Company's sales of oil and natural gas for the periods
indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
PRODUCTION:
Oil and condensate (MBbls)........................ 61 64 109
Gas (MMcf)........................................ 588 513 2,316
Total (MMcfe)..................................... 954 896 2,972
AVERAGE SALES PRICE:
Oil and condensate ($ per Bbl).................... $ 17.66 $ 15.88 $ 19.31
Gas ($ per Mcf)................................... 1.57 1.99 2.42
Average oil & natural gas operating expense ($ per
Mcfe)(1)......................................... 0.32 0.77 0.54
</TABLE>
- --------
(1) Includes direct lifting costs (labor, repairs and maintenance, materials
and supplies), workover costs and the administrative costs of production
offices, insurance and property and severance taxes.
RESERVE REPLACEMENT COSTS
Since January 1, 1994, the Company has incurred total gross development,
exploration and acquisition costs of approximately $23.5 million and generated
proceeds of approximately $13.3 million from the sale of undeveloped
prospects. Total exploration, development and acquisition activities since
January 1, 1994 have resulted in the addition of approximately 21.7 Bcfe, net
to the Company's interest, of proved reserves at an average reserve
replacement cost of $0.47 per Mcfe. Reserve replacement costs reflect the
proceeds from the sales of unproved prospects.
The Company's reserve replacement costs have historically fluctuated on a
year to year basis. Reserve replacement costs, as measured annually, may not
be indicative of the Company's ability to economically replace oil and natural
gas reserves because the recognition of costs may not necessarily coincide
with the addition of proved reserves.
DEVELOPMENT, EXPLORATION AND ACQUISITION CAPITAL EXPENDITURES
The following table sets forth certain information regarding the gross costs
incurred in the purchase of proved and unproved properties and in development
and exploration activities.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Acquisition costs:
Unproved prospects........................ $ 5,497 $ 3,659 $ 4,490
Proved properties......................... 26 91 36
Exploration................................. 670 2,642 2,633
Development................................. 238 1,150 2,343
------- ------- -------
Gross costs incurred...................... 6,431 7,542 9,502
Less proceeds from sales of prospects....... 7,071 4,008 2,230
------- ------- -------
Net costs incurred........................ $(640) $3,534 $7,272
======= ======= =======
</TABLE>
Net costs incurred do not reflect sales of proved properties which are
accounted for as adjustments of capitalized costs with no gain or loss
recognized, unless such adjustments would significantly alter the relationship
between capitalized costs and proved reserves.
DRILLING ACTIVITY
The following table sets forth the drilling activity of the Company for the
years ended December 31, 1994, 1995 and 1996. In the table, "gross" refers to
the total wells in which the Company has a working interest and
43
<PAGE>
"net" refers to gross wells multiplied by the Company's working interest
therein. Wells in which the Company holds a reversionary interest are not
included in the following table because such interests had not been earned at
the time of drilling. The percentage of the Company's wells in which it holds
solely a reversionary interest has decreased in the last two years.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
--------- ----------- -----------
GROSS NET GROSS NET GROSS NET
----- --- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Exploratory Wells
Productive............................... 4 .09 17 8.66 32 15.82
Nonproductive............................ 4 .10 12 4.64 12 3.76
--- --- --- ----- --- -----
Total.................................. 8 .19 29 13.30 44 19.58
Development Wells
Productive............................... 5 .23 5 .20 -- --
Nonproductive............................ -- -- 1 .01 1 .20
--- --- --- ----- --- -----
Total.................................. 5 .23 6 .21 1 .20
</TABLE>
Since December 31, 1996, the Company has drilled 2 gross productive
exploratory wells (0.96 net) and 2 gross productive development wells (0.69
net). The Company is currently drilling or evaluating 1 gross exploratory well
(0.225 net) and 1 gross development well (0.22 net).
PRODUCTIVE WELLS
The following table sets forth the number of productive oil and natural gas
wells in which the Company owned an interest as of December 31, 1996.
<TABLE>
<CAPTION>
COMPANY-
OPERATED OTHER TOTAL
----------- ----------- -----------
GROSS NET GROSS NET GROSS NET
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Oil................................... 3 1.66 31 6.02 34 7.68
Natural gas........................... 24 15.92 34 6.70 58 22.62
--- ----- --- ----- --- -----
Total............................. 27 17.58 65 12.72 92 30.30
</TABLE>
ACREAGE DATA
The following table sets forth certain information regarding the Company's
developed and undeveloped lease acreage as of December 31, 1996. Developed
acres refers to acreage within producing units and undeveloped acres refers to
acreage that has not been placed in producing units.
<TABLE>
<CAPTION>
DEVELOPED ACRES UNDEVELOPED ACRES
---------------- -----------------
GROSS NET GROSS NET
-------- ------- -----------------
<S> <C> <C> <C> <C>
Alabama................................ 2,925 157 7,712 1,262
Louisiana.............................. 2,841 315 117 97
Mississippi............................ 2,660 87 6,041 747
Texas.................................. 30,486 7,740 47,281 13,519
-------- ------- -------- --------
Total.............................. 38,912 8,299 61,151 15,625
======== ======= ======== ========
</TABLE>
Leases covering approximately 16,524 gross (5,140 net), 22,707 gross (4,316
net), 1,822 gross (196 net) and 1,604 gross (161 net) undeveloped acres are
scheduled to expire in 1997, 1998, 1999 and 2000, respectively.
The table does not include 59,562 gross (29,781 net) acres that the Company
has a right to acquire pursuant to various seismic option agreements. In
addition, the Company is expected to acquire options on an additional 37,900
acres pursuant to various seismic option agreements by December 31, 1997.
44
<PAGE>
MARKETING
The Company's production is marketed to third parties consistent with
industry practices. Typically, oil is sold at the wellhead at field-posted
prices and natural gas is sold under contract at a negotiated price based upon
factors normally considered in the industry, such as distance from the well to
the pipeline, well pressure, estimated reserves, quality of natural gas and
prevailing supply/demand conditions.
The Company's marketing objective is to receive the highest possible
wellhead price for its product. The Company is aided by the presence of
multiple outlets near its production in the Gulf Coast. The Company takes an
active role in determining the available pipeline alternatives for each
property based upon historical pricing, capacity, pressure, market
relationships, seasonal variances and long-term viability.
There are a variety of factors which affect the market for oil and natural
gas, including the extent of domestic production and imports of oil and
natural gas, the proximity and capacity of natural gas pipelines and other
transportation facilities, demand for oil and natural gas, the marketing of
competitive fuels and the effects of state and federal regulations on oil and
natural gas production and sales. The Company has not experienced any
difficulties in marketing its oil and natural gas. The oil and natural gas
industry also competes with other industries in supplying the energy and fuel
requirements of industrial, commercial and individual customers.
The Company markets its own production where feasible with a combination of
market-sensitive pricing and forward-fixed pricing. Forward pricing is
utilized to take advantage of anomalies in the futures market and to hedge a
portion of the Company's production deliverability at prices exceeding
forecast. All of such hedging transactions provide for financial rather than
physical settlement. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--General Overview."
Despite the measures taken by the Company to attempt to control price risk,
the Company remains subject to price fluctuations for natural gas sold in the
spot market due primarily to seasonality of demand and other factors beyond
the Company's control. Domestic oil prices generally follow worldwide oil
prices, which are subject to price fluctuations resulting from changes in
world supply and demand. The Company continues to evaluate the potential for
reducing these risks by entering into, and expects to enter into, additional
hedge transactions in future years. In addition, the Company may also close
out any portion of hedges that may exist from time to time as determined to be
appropriate by management. As of December 31, 1996, there were no existing
hedge positions. Total natural gas purchased and sold under swap arrangements
during the years ended December 31, 1996 and 1995 were 182 MMcf and 122 MMcf,
respectively. Gains and losses realized by the Company under such swap
arrangements were $5,270 and $(15,720) for the years ended December 31, 1996
and 1995, respectively. There was no hedging activity in 1994.
COMPETITION
The Company encounters competition from other oil and natural gas companies
in all areas of its operations, including the acquisition of exploratory
prospects and proven properties. The Company's competitors include major
integrated oil and natural gas companies and numerous independent oil and
natural gas companies, individuals and drilling and income programs. Many of
its competitors are large, well-established companies with substantially
larger operating staffs and greater capital resources than the Company's and
which, in many instances, have been engaged in the oil and natural gas
business for a much longer time than the Company. Such companies may be able
to pay more for exploratory prospects and productive natural gas and oil
properties and may be able to define, evaluate, bid for and purchase a greater
number of properties and prospects than the Company's financial or human
resources permit. In addition, such companies may be able to expend greater
resources on the existing and changing technologies that the Company believes
are and will be increasingly important to the current and future success of
oil and natural gas companies. The Company's ability to explore for oil and
natural gas prospects and to acquire additional properties in the future will
be dependent upon its ability to conduct its operations, to evaluate and
select suitable properties and to consummate transactions in this highly
competitive environment. The Company believes that its technological
expertise, its exploration, drilling
45
<PAGE>
and production capabilities and the experience of its management generally
enable it to compete effectively. Many of the Company's competitors, however,
have financial resources and exploration and development budgets that are
substantially greater than those of the Company, which may adversely affect
the Company's ability to compete with these companies.
REGULATION
The availability of a ready market for oil and gas production depends upon
numerous factors beyond the Company's control. These factors include
regulation of natural gas and oil production, federal and state regulations
governing environmental quality and pollution control, state limits on
allowable rates of production by well or proration unit, the amount of natural
gas and oil available for sale, the availability of adequate pipeline and
other transportation and processing facilities and the marketing of
competitive fuels. For example, a productive natural gas well may be "shut-in"
because of an oversupply of natural gas or lack of an available natural gas
pipeline in the areas in which the Company may conduct operations. State and
federal regulations generally are intended to prevent waste of natural gas and
oil, protect rights to produce natural gas and oil between owners in a common
reservoir, control the amount of natural gas and oil produced by assigning
allowable rates of production and control contamination of the environment.
Pipelines are subject to the jurisdiction of various federal, state and local
agencies. The following discussion summarizes the regulation of the United
States oil and gas industry. The Company believes that it is in substantial
compliance with such statutes, rules, regulations and governmental orders,
although there can be no assurance that this is or will remain the case. The
following discussion is not intended to constitute a complete discussion of
the various statutes, rules, regulations and governmental orders to which the
Company's operations may be subject.
REGULATION OF NATURAL GAS AND OIL EXPLORATION AND PRODUCTION. The Company's
operations are subject to various types of regulation at the federal, state
and local levels. Such regulation includes requiring permits for the drilling
of wells, maintaining bonding requirements in order to drill or operate wells
and regulating the location of wells, the method of drilling and casing wells,
the surface use and restoration of properties upon which wells are drilled in,
the plugging and abandoning of wells and the disposal of fluids used in
connection with operations. The Company's operations are also subject to
various conservation laws and regulations. These include the regulation of the
size of drilling and spacing units or proration units and the density of wells
which may be drilled in and the unitization or pooling of oil and gas
properties. In this regard, some states allow the forced pooling or
integration of tracts to facilitate exploration while other states rely
primarily or exclusively on voluntary pooling of lands and leases. In areas
where pooling is voluntary, it may be more difficult to form units, and
therefore, more difficult to develop a project if the operator owns less than
100% of the leasehold. In addition, state conservation laws establish maximum
rates of production from oil and natural gas wells, generally prohibit the
venting or flaring of natural gas and impose certain requirements regarding
the ratability of production. The effect of these regulations may limit the
amount of oil and natural gas the Company can produce from its wells and may
limit the number of wells or the locations at which the Company can drill. The
regulatory burden on the oil and gas industry increases the Company's costs of
doing business and, consequently, affects its profitability. Inasmuch as such
laws and regulations are frequently expanded, amended and reinterpreted, the
Company is unable to predict the future cost or impact of complying with such
regulations.
FEDERAL REGULATION OF SALES AND TRANSPORTATION OF NATURAL GAS. Historically,
the transportation and sale for resale of natural gas in interstate commerce
have been regulated pursuant to the Natural Gas Act of 1938 (the "NGA"), the
Natural Gas Policy Act of 1978 (the "NGPA") and the regulations promulgated
thereunder by the Federal Energy Regulatory Commission (the "FERC"). Maximum
selling prices of certain categories of natural gas sold in "first sales,"
whether sold in interstate or intrastate commerce, were regulated pursuant to
the NGPA. On July 26, 1989, the Natural Gas Wellhead Decontrol Act (the
"Decontrol Act") was enacted, which removed, as of not later than January 1,
1993, all remaining federal price controls from natural gas sold in "first
sales." The FERC's jurisdiction over natural gas transportation was unaffected
by the Decontrol Act.
Historically, producers typically sold their production to intrastate and
interstate pipelines, which then functioned as the wholesalers selling to the
local distributors and other end-use customers. However, in April
46
<PAGE>
1992, the FERC issued Order No. 636, a rule designed to restructure the
interstate natural gas transportation and marketing system and remove various
barriers and practices that have historically limited non-pipeline natural gas
sellers, including producers, from effectively competing with interstate
pipelines for sales to local distribution companies and large industrial and
commercial customers. The most significant provisions of Order No. 636:
(a) require that interstate pipelines provide firm and interruptible
transportation solely on an "unbundled" basis, separate from their sales
service, and convert each pipeline's bundled firm sales service into unbundled
firm transportation service; (b) provide for the issuance of blanket
certificates to pipelines to provide unbundled sales service, giving all
customers a chance to purchase their firm supplies from nonpipeline merchants
(see the discussion of Order No. 547 below); (c) require that pipelines
provide firm and interruptible transportation service on a basis that is equal
in quality for all natural gas supplies, whether purchased from the pipeline
or elsewhere; (d) require that pipelines provide new, nondiscriminatory "no-
notice" transportation for certain of their traditional sales customers that
largely replicates the "bundled" sales service previously provided by
pipelines; (e) establish two new generic programs for the reallocation of firm
pipeline capacity; (f) require that all pipelines offer access to their
storage facilities on a firm and interruptible basis; (g) provide for
pregranted abandonment of pipeline sales agreements, interruptible and short-
term (defined as one year or less) transportation agreements and conditional
pregranted abandonment of long-term transportation service; (h) modify
transportation rate design by requiring that all fixed costs related to
transportation be recovered through the reservation charge; and (i) provide
mechanisms for the recovery by pipelines of certain types of costs likely to
occur from implementation of Order No. 636. The restructuring process has been
implemented on a pipeline-by-pipeline basis through negotiations in individual
pipeline proceedings. All of the interstate pipelines have filed their Order
No. 636 compliance plans with the FERC and most have had those plans approved,
subject to certain conditions and subject to appeals to the reviewing court
respecting various issues. Since the issuance of Order No. 636, the FERC has
issued two orders making relatively minor modifications to Order No. 636.
Numerous parties have filed for judicial review of Order No. 636 as well as
for judicial review of the FERC's orders approving restructuring plans for
various individual pipelines. The United States Court of Appeals for the
District of Columbia Circuit (the "Court") recently issued its decision in the
appeal of Order No. 636. The Court largely upheld the basic tenets of Order
No. 636, including the requirements that interstate pipelines "unbundle" their
sales of gas from transportation and that pipelines provide open-access
transportation on a basis that is equal for all gas supplies. The Court
remanded five relatively narrow issues for further explanation by the FERC. In
doing so, the Court made it clear that the FERC's existing rules on the
remanded issues would remain in effect pending further consideration. The
Court's decision is still subject to rehearing and parties could potentially
petition for writ of certiorari to the United States Supreme Court. It is not
possible to predict what effect, if any, the ultimate outcome of this judicial
review process or the other appeals still pending in individual pipeline
restructuring proceedings will have on the FERC's open-access regulations or
on the Company.
For decades, the principal methodology used to set pipeline rates has been
based on the actual cost to provide that service. In recent years, regulators
have concluded that sufficient competition may exist in certain markets to
allow a relaxation of this historic approach. In January 1996, the FERC issued
a statement of policy and a request for comments concerning alternatives to
its traditional cost-of-service ratemaking methodology to establish the rates
interstate pipelines may charge for their services. The policy statement
articulates the criteria that the FERC will use to evaluate proposals to
charge market-based rates for the transportation of natural gas. The policy
statement also provides that the FERC will consider proposals for negotiated
rates for individual shippers of natural gas, so long as a cost-of-service-
based rate is available to the customer to protect against abuse. The FERC
requested comments on whether it should allow gas pipelines the flexibility to
negotiate the terms and conditions of transportation service with prospective
shippers. The Company cannot predict what further action the FERC will take on
these matters; however, the Company does not believe that it will be affected
by any action taken materially differently than other natural gas producers,
gatherers and marketers with which it competes.
The FERC recently issued a notice of proposed rulemaking ("NOPR") pursuant
to which it proposes to substantially revise its regulations regarding
releases of firm interstate pipeline capacity. In the NOPR, the FERC proposes
to (i) require pipelines to have comparable procedures for capacity release
transactions and interruptible
47
<PAGE>
transportation transactions; (ii) allow replacement shippers to release
capacity in segments and change primary receipt and delivery points; (iii)
eliminate the requirement to bid on release transactions; and (iv) lift the
price cap for released capacity, interruptible transportation, and short-term
firm pipeline capacity in markets where the shipper or the pipeline
demonstrates a lack of market power. Simultaneously with the issuance of the
NOPR, the FERC issued an order establishing an experimental pilot program that
would implement certain provisions of the NOPR during the 1996-97 winter
heating season. The FERC intends the pilot programs to help in determining
whether the criteria in the NOPR is indicative of a lack of market power. The
Company cannot predict what further action the FERC will take on these
matters; however, the Company does not believe that it will be affected by any
action taken materially differently than other natural gas producers,
gatherers and marketers with which it competes.
In May 1995, the FERC issued a policy statement on how interstate gas
pipelines can recover the costs of new pipeline facilities. While this policy
statement affects the Company only indirectly, in its present form the new
policy should enhance competition in natural gas markets and facilitate
construction of gas supply laterals. However, requests for rehearing of this
policy statement are currently pending. The Company cannot predict what action
the FERC will take on these requests.
Commencing in May 1994, the FERC issued a series of orders in individual
cases that delineate a new gathering policy in light of the interstate
pipeline industry's restructuring under Order No. 636. As a general matter,
gathering is exempt from the FERC's jurisdiction; however, the courts have
held that where the gathering is performed by the interstate pipelines in
association with the pipeline's jurisdictional transportation activities, the
FERC retains regulatory control over the associated gathering services to
prevent abuses. Among other matters, the FERC slightly narrowed its statutory
tests for establishing gathering status and reaffirmed that, except in
situations in which the gatherer acts in concert with an interstate pipeline
affiliate to frustrate the FERC's transportation policies, the FERC does not
generally have jurisdiction over natural gas gathering facilities and
services. In the FERC's opinion, such facilities and services are more
properly regulated by state authorities. In addition, the FERC has approved
several transfers proposed by interstate pipelines of gathering facilities to
unregulated independent or affiliated gathering companies. Certain of the
FERC's orders delineating its new gathering policy recently were the subject
of an opinion issued by the Court. That opinion generally upheld the FERC's
policy of approving the interstate pipeline's proposed "spindown" of its
gathering facilities to an unregulated affiliate company, but reversed and
remanded to the FERC that portion of the FERC's orders imposing so-called
"default contracts" by which the unregulated affiliate was obligated to
continue existing gathering services to customers under "default contracts"
for up to two years after spindown. It remains unclear whether the FERC will
attempt to reimpose such conditions or will otherwise act in response to
producer requests for additional protection against perceived monopolistic
action by pipeline-related gatherers. In addition, in February 1996, the FERC
issued a policy statement that, among other matters, reaffirmed, with some
clarifications, its long-standing test for determining whether particular
pipeline facilities perform a jurisdictional transmission function or non
jurisdictional gathering function. While changes to the FERC's gathering
policy affect the Company only indirectly, such changes could affect the price
and availability of capacity on certain gathering facilities, and thus access
to certain interstate pipelines, which, in turn, could affect the price of gas
at the wellhead and in markets in which the Company competes. However, the
Company does not believe that it will be affected by these changes to the
FERC's gathering policy materially differently than other natural gas
producers with which it competes.
In December 1992, the FERC issued Order No. 547, governing the issuance of
blanket marketer sales certificates to all natural gas sellers other than
interstate pipelines. The order applies to non-first sales that remain subject
to the FERC's NGA jurisdiction. Among other things, the order eliminates the
need for natural gas producers and marketers to seek specific authorization
under Section 7 of the NGA from the FERC to make sales of natural gas for
resale. Instead, effective January 7, 1993, these natural gas sellers, by
operation of the order, were issued blanket certificates of public convenience
and necessity allowing them to make jurisdictional natural gas sales for
resale at negotiated rates without seeking specific FERC authorization, thus
allowing such sellers to compete with sellers making deregulated first sales.
The FERC intends Order 547, in tandem with Order
48
<PAGE>
No. 636, to foster a competitive market for natural gas by giving natural gas
purchasers access to multiple supply sources at market-driven prices. Order
No. 547 may increase competition in markets in which the Company's natural gas
is sold.
In October 1992, the Energy Policy Act of 1992 was enacted. This Act
streamlined the permitting process necessary to import Canadian natural gas
and altered the treatment of such gas under the NGPA, eliminating the FERC's
jurisdiction over the price of non-pipeline sales of natural gas imported from
Canada. Canadian natural gas imports still require import authorizations from
the Department of Energy's Office of Fossil Energy under Section 3 of the NGA
and construction and siting authorizations, where applicable, from the FERC.
These changes could enhance the ability of Canadian producers to export
natural gas to the United States and increase competition in the domestic
natural gas market.
Commencing in October 1993, the FERC has modified its regulation of oil
pipeline rates and services in order to comply with the Energy Policy Act of
1992. That Act mandated the FERC to streamline oil pipeline ratemaking by
abandoning its old, cumbersome procedures. It also grandfathered certain
existing rates. To respond to the statute, the FERC issued a series of rules
(Order Nos. 561 and 561-A) establishing an indexing system under which oil
pipelines will be able to change their transportation rates, subject to
prescribed ceiling levels. The indexing system, which allows or may require
pipelines to make rate changes to track changes in the Producer Price Index
for Finished Goods, minus one percent, became effective January 1, 1995. The
FERC's decision in these matters was recently affirmed by the Court. The
Company is not able at this time to predict the effects of Order Nos. 561 and
561-A, if any, on the transportation costs associated with oil production from
the Company's oil producing operations.
Additional proposals and proceedings that might affect the natural gas
industry are pending before Congress, the FERC and the courts. The natural gas
industry historically has been very heavily regulated; therefore, there is no
assurance that the less stringent regulatory approach recently pursued by the
FERC and Congress will continue.
OIL PRICE CONTROLS AND TRANSPORTATION RATES. Sales of crude oil, condensate
and gas liquids by the Company are not currently regulated and are made at
market prices. The FERC has issued an order establishing an indexing system
for transportation rates for oil that could increase the cost of transporting
oil to the purchaser. Because this order is subject to administrative and
judicial review, the Company is not able to predict what effect, if any, this
order will have on it.
ENVIRONMENTAL REGULATIONS. The Company's operations are subject to numerous
laws and regulations governing the discharge of materials into the environment
or otherwise relating to environmental protection. Public interest in the
protection of the environment has increased dramatically in recent years. The
trend of more expansive and stricter environmental legislation and regulations
could continue. To the extent laws are enacted or other governmental action is
taken that restricts drilling or imposes environmental protection requirements
that result in increased costs to the oil and gas industry in general, the
business and prospects of the Company could be adversely affected.
The Company generates wastes, including hazardous wastes, that are subject
to the federal Resource Conservation and Recovery Act ("RCRA") and comparable
state statutes. The EPA and various state agencies have limited the approved
methods of disposal for certain hazardous and nonhazardous wastes.
Furthermore, certain wastes generated by the Company's oil and natural gas
operations that are currently exempt from treatment as "hazardous wastes" may
in the future be designated as "hazardous wastes," and therefore be subject to
more rigorous and costly operating and disposal requirements.
The Company currently owns or leases numerous properties that for many years
have been used for the exploration and production of oil and gas. Although the
Company believes that it has utilized good operating and waste disposal
practices, prior owners and operators of these properties may not have
utilized similar practices, and hydrocarbons or other wastes may have been
disposed of or released on or under the properties owned or leased by the
Company or on or under locations where such wastes have been taken for
disposal. In
49
<PAGE>
addition, many of these properties have been operated by third parties whose
treatment and disposal or release of hydrocarbons or other wastes was not
under the Company's control. These properties and the wastes disposed thereon
may be subject to CERCLA, RCRA and analogous state laws. Under such laws, the
Company could be required to remove or remediate previously disposed wastes
(including wastes disposed of or released by prior owners or operators) or
property contamination (including groundwater contamination) or to perform
remedial plugging operations to prevent future contamination.
The Company's operations may be subject to the Clean Air Act ("CAA") and
comparable state and local requirements. Amendments to the CAA were adopted in
1990 and contain provisions that may result in the gradual imposition of
certain pollution control requirements with respect to air emissions from the
operations of the Company. The EPA and states have been developing regulations
to implement these requirements. The Company may be required to incur certain
capital expenditures in the next several years for air pollution control
equipment in connection with maintaining or obtaining operating permits and
approvals addressing other air emission-related issues. However, the Company
does not believe its operations will be materially adversely affected by any
such requirements.
Federal regulations require certain owners or operators of facilities that
store or otherwise handle oil, such as the Company, to prepare and implement
spill prevention, control, countermeasure and response plans relating to the
possible discharge of oil into surface waters. The Oil Pollution Act of 1990,
as amended ("OPA"), contains numerous requirements relating to the prevention
of and response to oil spills into waters of the United States. The OPA
subjects owners of facilities to strict joint and several liability for all
containment and cleanup costs and certain other damages arising from a spill,
including, but not limited to, the costs of responding to a release of oil to
surface waters. The OPA also requires owners and operators of offshore
facilities that could be the source of an oil spill into waters of the United
States, including wetlands, to post a bond, letter of credit or other form of
financial assurance in the amount of $35 million, subject to later increase to
as much as $150 million if a formal risk assessment indicates that the
increase is warranted, to cover costs that could be incurred by governmental
authorities in responding to an oil spill. In addition to OPA, other federal
and state laws for the control of water pollution also provide varying civil
and criminal penalties and liabilities in the case of releases of petroleum or
its derivatives into surface waters or into the ground. Regulations are
currently being developed under OPA and state laws concerning oil pollution
prevention and other matters that may impose additional regulatory burdens on
the Company. In addition, the CWA and analogous state laws require permits to
be obtained to authorize discharge into surface waters or to construct
facilities in wetland areas. With respect to certain of its operations, the
Company is required to maintain such permits or meet general permit
requirements. The EPA recently adopted regulations concerning discharges of
storm water runoff. This program requires covered facilities to obtain
individual permits, participate in a group permit or seek coverage under an
EPA general permit. The Company believes that it will be able to obtain, or be
included under, such permits, where necessary, and minor modifications to
existing facilities and operations that would not have a material effect on
the Company.
The Comprehensive Environmental Response, Compensation, and Liability Act
("CERCLA"), also known as the "Superfund" law, and similar state laws impose
liability, without regard to fault or the legality of the original conduct, on
certain classes of persons that are considered to have contributed to the
release of a "hazardous substance" into the environment. These persons include
the owner or operator of the disposal site or sites where the release occurred
and companies that disposed or arranged for the disposal of the hazardous
substances found at the site. Persons who are or were responsible for releases
of hazardous substances under CERCLA may be subject to joint and several
liability for the costs of cleaning up the hazardous substances that have been
released into the environment and for damages to natural resources, and it is
not uncommon for neighboring landowners and other third parties to file claims
for personal injury and property damage allegedly caused by the hazardous
substances released into the environment.
The Company also is subject to a variety of federal, state and local
permitting and registration requirements relating to protection of the
environment. Management believes that the Company is in substantial compliance
50
<PAGE>
with current applicable environmental laws and regulations and that continued
compliance with existing requirements will not have a material adverse effect
on the Company.
OPERATING HAZARDS AND INSURANCE
The oil and natural gas business involves a variety of operating risks,
including the risk of fire, explosion, blow-out, pipe failure, casing
collapse, abnormally pressured formations and environmental hazards such as
oil spills, gas leaks, ruptures and discharges of toxic gases, the occurrence
of any of which could result in substantial losses to the Company due to
injury or loss of life, severe damage to or destruction of property, natural
resources and equipment, pollution or other environmental damage, cleanup
responsibilities, regulatory investigation and penalties and suspension of
operations.
In accordance with customary industry practice, the Company maintains
insurance against some, but not all, of the risks described above. The
Company's insurance does not cover business interruption or protect against
loss of revenues. There can be no assurance that any insurance obtained by the
Company will be adequate to cover any losses or liabilities. The Company
cannot predict the continued availability of insurance or the availability of
insurance at premium levels that justify its purchase. The occurrence of a
significant event not fully insured or indemnified against could materially
and adversely affect the Company's financial condition and operations.
TITLE TO PROPERTIES
The Company believes it has satisfactory title to all of its producing
properties in accordance with standards generally accepted in the oil and
natural gas industry. The Company's properties are subject to customary
royalty interests, liens incident to operating agreements, liens for current
taxes and other burdens which the Company believes do not materially interfere
with the use of or affect the value of such properties. As is customary in the
industry in the case of undeveloped properties, little investigation of record
title is made at the time of acquisition (other than a preliminary review of
local records). Investigations, including a title opinion of local counsel,
are generally made before commencement of drilling operations. The Revolving
Credit Facility is secured by substantially all of the Company's oil and
natural gas properties.
EMPLOYEES
At December 31, 1996, the Company had approximately 28 full-time and three
part-time employees, primarily professionals, including five
geologists/geophysicists, two data visualization geoscientists and two
engineers. The Company believes that its relationships with its employees are
good. None of the Company's employees are covered by a collective bargaining
agreement. From time to time, the Company utilizes the services of independent
consultants and contractors to perform various professional services,
particularly in the areas of construction, design, well site surveillance,
permitting and environmental assessment. Field and on-site production
operation services, such as pumping, maintenance, dispatching, inspection and
testing, are generally provided by independent contractors.
LEGAL PROCEEDINGS
From time to time the Company is a party to various legal proceedings
arising in the ordinary course of business. The Company is not currently a
party to any litigation that it believes could have a material adverse effect
on the financial position of the Company.
51
<PAGE>
MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES
Following the completion of the Combination Transactions and this Offering,
the officers, directors and key employees of the Company will be substantially
the same as those of Old Edge, immediately prior to such events. The following
table sets forth certain information with respect to directors, executive
officers and certain employees of the Company, together with their ages (as of
January 1, 1997) and positions:
<TABLE>
<CAPTION>
DIRECTOR'S
TERM
NAME AGE POSITION ENDING
---- --- -------- ----------
<S> <C> <C> <C>
Executive Officers and
Directors:
John E. Calaway........ 39 Chief Executive Officer and Chairman of the 2000
Board
James D. Calaway....... 39 President and Director 2000
Michael G. Long........ 44 Chief Financial Officer
Richard S. Dale........ 41 Controller, Treasurer and Secretary
Vincent Andrews........ 56 Director 1999
David B. Benedict...... 57 Director 1999
Nils P. Peterson....... 60 Director 1999
Stanley S. Raphael..... 61 Director 1998
John Sfondrini......... 48 Director 2000
Robert W. Shower....... 59 Director* 1998
Other Key Employees:
David L. Blake......... 35 Director of Exploration
Mark J. Gabrisch....... 36 Director of Land
John O. Hastings, Jr... 36 Director of Exploration
John O. Tugwell........ 33 Director of Production Engineering
</TABLE>
- --------
*Mr. Shower will become a director of the Company following the completion of
this Offering.
The Company's Board of Directors is divided into three classes with
staggered terms of office, initially ending as set forth above. Thereafter,
the term for each class will expire on the date of the third annual
stockholders' meeting for the election of directors following the most recent
election of directors for such class. Each director holds office until the
next annual meeting of stockholders for the election of directors of his class
and until his successor has been duly elected and qualified. The 1997 Annual
Meeting of Stockholders will be held prior to the completion of this Offering.
Officers serve at the discretion of the Board of Directors.
The Board of Directors will have three standing committees: the Audit
Committee, the Compensation Committee and the Nominating Committee.
JOHN E. CALAWAY is the Chief Executive Officer and Chairman of the Board of
the Company. He was a founder of the predecessor of Old Edge and has served as
the Chief Executive Officer and Chairman of the Board of Old Edge or its
predecessor since 1986. Mr. John E. Calaway has more than 20 years of
experience in the oil and natural gas exploration and production business.
JAMES D. CALAWAY is the President and a director of the Company. He served
as a director of Old Edge since April 1991. Since January 1994, Mr. James D.
Calaway has served as Special Advisor to Old Edge. From 1989 to January 1994,
Mr. James D. Calaway was primarily engaged in the organization and
capitalization of several high technology companies, including The Forefront
Group, Inc. Prior thereto, he served as Vice President of Business Development
for Space Industries International, Inc., a company he co-founded in 1982 that
develops, fabricates, integrates and operates spacecraft and spaceflight
equipment. Mr. James D. Calaway received a B.A. in Economics from the
University of Texas and an M.A. in Politics, Philosophy and Economics from
Oxford University.
52
<PAGE>
MICHAEL G. LONG is the Chief Financial Officer of the Company and has held
this position since December 1996. Mr. Long served as Vice President--Finance
of W&T Offshore, Inc., an oil and gas exploration and production company, from
July 1995 to December 1996. From May 1994 to July 1995, he served as Vice
President of the Southwest Petroleum Division for Chase Manhattan Bank, N.A.
Prior thereto, he served in various capacities with First National Bank of
Chicago, most recently that of Vice President and Senior Corporate Banker of
the Energy and Transportation Department, from March 1992 to May 1994. Mr.
Long received a B.A. in Political Science and an M.S. in Economics from the
University of Illinois.
RICHARD S. DALE is the Controller, Treasurer and Secretary of the Company.
He has held the same positions with Old Edge and its predecessor since 1986.
Prior thereto, Mr. Dale was a Senior Accountant at the public accounting firm
of Kares & Cihlar and a staff accountant with Texaco Inc. He is a Certified
Public Accountant, a member of the American Institute of Certified Public
Accountants and holds a B.B.A. in Accounting from the University of
Mississippi.
VINCENT ANDREWS is a director of the Company and has served as a director of
Old Edge since April 1991. Mr. Andrews has, for more than five years, served
as President of Vincent Andrews Management Corporation, a privately held
investment company primarily involved in personal financial management. He
received a B.S. in Business Administration from Georgetown University. In
1994, Mr. Andrews and Vincent Andrews Management Corporation, a company of
which Mr. Andrews is the President, each filed a voluntary petition for
reorganization pursuant to Chapter 11 of the United States Bankruptcy Code.
DAVID B. BENEDICT is a director of the Company. He was appointed a director
of Old Edge in March 1995, and has been an active investor in Old Edge and its
predecessor since 1983. Since 1987, Mr. Benedict has served as Managing
Director of Capital Markets for First Albany Corporation, an investment
banking and brokerage firm. Prior thereto, he served in various capacities
with other investment banking firms, including Dillon Read & Company, Bear
Stearns Companies Inc. and Oppenheimer Capital L.P. Mr. Benedict holds a B.A.
and a B.S. in Metallurgical Engineering from Lehigh University.
NILS P. PETERSON is a director of the Company and has served as a director
of Old Edge since March 1995. Since January 1991 he has been primarily engaged
as a private investor and formerly served as a director of the Eastern
Bancorp, Inc. and the Boston Mutual Life Insurance Co. Prior thereto, he was
Chief Investment Officer of the Harvard Management Company, investment manager
of the Harvard University endowment funds.
STANLEY S. RAPHAEL is a director of the Company and has served as a director
of Old Edge since April 1991. For more than five years, Mr. Raphael has been
primarily engaged as a private investor and is presently a director of
American Polymers Inc., a polystyrene manufacturer, Big City Bagels Inc., a
publicly held bagel store franchisor, and Trade Consultants, Inc., a
management consulting firm. Previously, he was active in trading crude oil,
petroleum products, LPG, petrochemicals, and plastics worldwide. Mr. Raphael
received a B.B.A. in Foreign Trade and Economics from the City College of New
York.
JOHN SFONDRINI is a director of the Company and has served as a director of
Old Edge or its predecessor since 1986, when he arranged for the
capitalization of the Joint Venture's predecessor. For more than five years,
he has managed various general and limited partnerships that invest primarily
in the oil and natural gas industry. He holds a B.S. in Economics from the
Wharton School of Finance. Mr. Sfondrini and Napamco, Ltd. ("Napamco"), a
corporation wholly owned by Mr. Sfondrini of which he is the President, are
the general partners of certain partnerships that are affiliates of Old Edge.
ROBERT W. SHOWER will become a director of the Company following the
completion of this Offering. Mr. Shower served as Executive Vice President and
Chief Financial Officer of Seagull Energy Corporation, an oil and gas
exploration, development and production company, from December 1993 until his
retirement in April 1996. From March 1992 to December 1993, he served as such
company's Senior Vice President. From 1991 to 1992, Mr. Shower served as
Senior Vice President, Corporate Development for Albert Fisher, Inc., a
company
53
<PAGE>
engaged in produce distribution. Prior thereto, he served as Senior Vice
President and Chief Financial Officer of Ameriserv. Mr. Shower also serves as
a director of Lear Corporation and Highlands Insurance Group, Inc.
There are no family relations, of first cousin or closer, among the
Company's directors or executive officers, by blood, marriage or adoption,
except that Mr. John E. Calaway and Mr. James D. Calaway are twin brothers.
OTHER KEY EMPLOYEES
DAVID L. BLAKE is a Director of Exploration for the Company and served as a
geophysicist/geologist with Old Edge since July 1989. From 1984 to July 1989,
he held the position of geophysicist for Mobil Exploration and Production
Company. Mr. Blake holds a B.S. in Geophysics from Texas A&M University.
MARK J. GABRISCH is the Director of Land for the Company. Since November
1994, he served in a similar capacity with Old Edge. From 1985 to October
1994, he was a land man, most recently a Senior Land man, for Shell Oil
Company. Mr. Gabrisch holds a B.S. in Petroleum Land Management from the
University of Houston.
JOHN O. HASTINGS, JR. is a Director of Exploration for the Company and
served in a similar capacity with Old Edge since February 1994. From 1984 to
February 1994, he was an exploration geologist with Shell Oil Company, serving
as Senior Geologist before his departure. Mr. Hastings holds a B.A. from
Dartmouth in Earth Sciences and an M.S. in Geology from Texas A&M University.
JOHN O. TUGWELL is the Director of Production Engineering for the Company
and served as Senior Petroleum Engineer of Old Edge since May 1995. From 1986
to May 1995, he held various reservoir/production engineering positions with
Shell Oil Company, most recently that of Senior Reservoir Engineer. Mr.
Tugwell holds a B.S. in Petroleum Engineering from Louisiana State University.
Mr. Tugwell is a registered Professional Engineer in the State of Texas.
DIRECTOR COMPENSATION
Directors who are employees of the Company are not entitled to receive
additional compensation for serving as directors. Following this Offering,
each director who is not an employee of the Company or a subsidiary (a
"Nonemployee Director") will receive, subject to attending a minimum of three
Board meetings per year, an annual retainer of $10,000 to be paid 50% in cash
and 50% in shares of restricted Common Stock (the "Director Restricted Stock")
pursuant to the Incentive Plan of Edge Petroleum Corporation (the "Incentive
Plan"). The Director Restricted Stock will vest ratably, subject to continued
service as a director, over three years beginning on the first anniversary of
the date of grant. Each Nonemployee Director shall receive a $1,000 cash
payment for in-person attendance at a meeting of the Board of Directors ($400
if such attendance is telephonic) and $400 for each meeting of a Committee of
the Board of Directors attended (whether in-person or telephonic). All
directors will be reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board or Board committees and for other expenses incurred in
their capacity as directors. In addition, Nonemployee Directors will receive
options for the purchase of Common Stock pursuant to the Incentive Plan. See
"--Incentive Plans--Incentive Plan."
OFFICER AND DIRECTOR INDEMNIFICATION
The Company's Bylaws provide for the indemnification of its officers and
directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted by the Delaware
General Corporation Law. The Bylaws include related provisions meant to
facilitate the indemnitee's receipt of such benefits. These provisions cover,
among other things: (i) specification of the method of determining entitlement
to indemnification and the selection of independent counsel that will in some
cases make such determination; (ii) specification of certain time periods by
which certain payments or determinations must be made and actions must be
taken; and (iii) the establishment of certain presumptions in favor of an
indemnitee. The benefits of certain of these provisions are available to an
indemnitee only if there has been a change in
54
<PAGE>
control (as defined therein). The Company intends to enter into
indemnification agreements with its directors and officers that provide for
similar protections. In addition, the Company expects to purchase directors'
and officers' liability insurance policies that will take effect upon the
closing of this Offering.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation provided by Old Edge to its Chief Executive Officer and each of
the other persons that will serve as executive officers of the Company who
earned more than $100,000 in combined salary and bonus from Old Edge during
the year ended December 31, 1996 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION(1)
------------------ ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION(2)
--------------------------- ---------- ----------------------
<S> <C> <C> <C>
John E. Calaway............................. $ 331,647 -- $67,095
Chief Executive Officer and Chairman of the
Board
James D. Calaway............................ 200,000 -- 44,730
Special Advisor(3)
Richard S. Dale............................. 100,000 -- 40,840
Controller, Treasurer and Secretary
</TABLE>
- --------
(1) Other annual compensation for the named individuals during 1996 did not
exceed the lesser of $50,000 or 10% of the annual compensation earned by
such individual.
(2) Represents the value of overriding royalty interests granted in 1996 in
respect of certain arrangements described under "--Other Compensatory
Arrangements" and in the case of Mr. John E. Calaway, $1,180 paid by Old
Edge for life insurance premiums. Substantially all of such overriding
royalty interests were sold shortly after the grant thereof. Accordingly,
such valuation is based primarily on the proceeds received from the sales
of such interests, and in cases where such interests have not been sold,
on sales of comparable interests.
(3) Mr. James D. Calaway served as Special Advisor of Old Edge during 1996. He
currently serves as President of the Company.
No options were granted to any of the Named Executive Officers in 1996
pursuant to the Edge Petroleum Corporation 1994 Incentive Stock Option Plan
(the "Old Edge Plan"). In connection with the Combination Transactions, all
options previously granted under the Old Edge Plan will be converted into
options for the purchase of Common Stock. See "--Incentive Plans--Old Edge
Plan." The following table summarizes the number and value of the outstanding
options granted under the Old Edge Plan with respect to the Named Executive
Officers, adjusted for such conversion into options for the purchase of Common
Stock. None of the Named Executive Officers exercised any stock options during
1996. There are no outstanding stock appreciation rights, shares of restricted
stock or long-term incentive plans with respect to Old Edge.
55
<PAGE>
1995 YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996
NAME EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
- ---- ---------------------------- ----------------------------
<S> <C> <C>
John E. Calaway...... -- --
James D. Calaway..... 2,193/0 $582,661/--
Richard S. Dale...... 2,193/0 $682,951/--
</TABLE>
- --------
(1) Represents the number of shares of Common Stock that may be issued
pursuant to options outstanding at December 31, 1996 that will be assumed
by the Company from Old Edge in connection with the Combination
Transactions.
(2) Prior to this Offering, there was no public market for common stock of Old
Edge and, therefore, the value of each unexercised in-the-money stock
option is calculated as the difference between an estimated initial public
offering price of $16.00 per share and the exercise price of the stock
option, as adjusted for the conversion of shares of common stock of Old
Edge into shares of Common Stock. See "--Incentive Plans--Old Edge Plan."
EMPLOYMENT AGREEMENTS
Prior to the completion of this Offering, the Company expects to enter into
employment agreements with each of Mr. John E. Calaway and Mr. James D.
Calaway. The following describes possible terms of such agreements; however,
if entered into, the terms of such agreements may differ from that described
below. Each of these agreements is expected to provide for an annual base
salary in an amount not less than $295,000 in the case of Mr. John E. Calaway
and $200,000 in the case of Mr. James D. Calaway, provided that such salaries
shall be reviewed at least annually and shall be increased for cost of living
adjustments and at any time and from time to time as shall be substantially
consistent with increases in base salary generally awarded in the ordinary
course of business to executives of the Company, and to entitle the employee
to participate in all of the Company's incentive, savings, retirement and
welfare benefit plans in which other executive officers of the Company
participate. The agreement for Mr. John E. Calaway's employment is expected to
provide for the award of an annual cash bonus of $55,000 if the Company's
audited annual net cash flow increases by 15% or more relative to the audited
net cash flow of the prior calendar year, which bonus will be increased by
$50,000 to $105,000 if such increase in audited net cash flow is 25% or more.
In the case of Mr. James D. Calaway, his employment agreement is expected to
provide that he receive an annual bonus in an amount comparable to the annual
bonus of other Company executives, taking into account his position and
responsibilities. The agreements of each of Mr. John E. Calaway and Mr. James
D. Calaway will provide for restricted stock awards pursuant to the Incentive
Plan of (a) 66,823 and 58,470 shares of Common Stock, respectively, that it is
expected will vest ratably over five years beginning on the first anniversary
of the date of grant and (b) 66,823 and 58,470 shares of Common Stock,
respectively (together, the "Performance Shares"), that it is expected will
vest on the earlier to occur of ten years or the achievement of certain
performance milestones. If the average closing price per share for the Common
Stock for the month of December for any given year, as compared with the month
of January for that same year (the "Annual Growth"), has increased by 25% or
more, then 20% of the Performance Shares will vest. If the Annual Growth for a
particular year is not at least 25% and as a result none of the Performance
Shares vest for such year (a "Nonachieving Year"), then a deficit equal to 25%
less the Nonachieving Year Annual Growth shall exist. In the year subsequent
to a Nonachieving Year, an additional 20% of the Performance Shares will vest
if the Annual Growth for such subsequent year is at least 25% plus the deficit
of the Nonachieving Year. Upon completion of this Offering, Mr. John E.
Calaway and Mr. James D. Calaway will also each receive option grants,
pursuant to the Incentive Plan, to purchase 133,645 and 116,940 shares of
Common Stock, respectively. See "--Incentive Plans--Incentive Plan."
Each of the employment agreements of Mr. John E. Calaway and Mr. James D.
Calaway is expected to have an initial five-year term provided that at the end
of the second year of such initial term and on every anniversary thereafter,
the term of each such employment agreement will automatically be extended for
one year, such that the remaining term of the agreement shall never be less
than three years. Each agreement will be subject to the right of the Company
and the employee to terminate the employee's employment at any time. It is
expected that, upon termination of employment on account of disability or if
employment is terminated by the Company
56
<PAGE>
for any reason (except under certain limited circumstances defined as "for
cause" in the agreement), or if employment is terminated by the employee
subsequent to a change of control (as defined) or with good reason (as
defined), the employee will generally be entitled to (i) an immediate lump sum
cash payment equal to 125% of his annual base salary (including required cost
of living increases), for the remainder of the term of the applicable
agreement discounted at 6%, (ii) continued participation in all the Company's
welfare benefit plans and continued life insurance and medical benefits
coverage and (iii) the immediate vesting of any stock options or restricted
stock previously granted to such employee and outstanding as of the time
immediately prior to the date of his termination, or a cash payment in lieu
thereof, provided that the Performance Shares vest only if the termination of
employment is by the employee with good reason or during a window period or is
by the Company without cause. Each agreement is expected to provide that the
Company will provide a $2 million term life insurance policy for the employee.
The Company has entered into an employment agreement with Mr. Michael Long.
The following summary of that agreement does not purport to be complete and is
qualified by reference to it, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The agreement
provides for an annual base salary in an amount not less than $125,000 and
entitles Mr. Long to participate in all the Company's incentive, savings,
retirement and welfare benefit plans. Such annual base salary is subject to
increase to $150,000 as of July 1, 1997 if this Offering is completed and
certain specified objectives relating to investor relations, risk management
and employee benefits administration are completed. Mr. Long is entitled to an
annual bonus of up to 50% of his base salary, to be paid approximately 25% in
cash and 75% in shares of Common Stock, which bonus shall be based on the
achievement of the Company's annual performance goals with respect to
increases in per share reserves and audited annual net cash flow per share.
The agreement provides that Mr. Long receive an option for the purchase of
33,513 shares of Common Stock upon completion of the Offering, pursuant to the
Incentive Plan. See "--Incentive Plans--Incentive Plan." Mr. Long's employment
agreement has an automatically renewing two-year term. The agreement is
subject to the right of the Company and Mr. Long to terminate his employment
at any time. Upon termination of employment on account of disability or if
employment is terminated by the Company without cause (as defined) or by Mr.
Long subsequent to a change of control (as defined) or with good reason (as
defined), Mr. Long will be entitled to (i) a payment equal to his annual base
salary and (ii) the immediate vesting of any stock options or restricted stock
previously granted to him and outstanding as of the time immediately prior to
the date of his termination. Upon termination on account of death, the Company
shall be obligated to pay, in addition to any accrued benefits, an amount
equal to one-half of his annual base salary.
The employment agreement of Michael G. Long described above provides that
the employee shall not divulge any of the Company's confidential information,
knowledge or data following the termination of employment. The employment
agreements of each of Messrs. John E. Calaway and James D. Calaway are
expected to contain a similar provision. Mr. Long's agreement provides, and
the employment agreements of each of John E. Calaway and James D. Calaway are
expected to provide, for a covenant limiting competition with the Company
during employment with the Company, and, if the employment ends by reason of
the employee terminating his employment for other than good reason or
disability, for one year thereafter in the case of Mr. Long, and for two years
thereafter in the case of each of John E. Calaway and James D. Calaway. Such
covenant provides that the employee will not, within a 100 mile radius of
certain geographic locations, (i) accept employment or render services to a
competitor of the Company or (ii) enter into or take part in any business that
would be competitive with the Company.
Old Edge and Mr. John E. Calaway entered into an employment agreement as of
April 1991 that expired in April 1996. This agreement will be superseded by
the new employment agreement described above. Such agreement provided that Mr.
John E. Calaway was to receive base compensation of at least $295,000 per
year, subject to automatic upward adjustment based on certain price index
changes and discretionary upward adjustment upon the vote of two-thirds of the
board of directors of Old Edge. Pursuant to such agreement, Mr. John E.
Calaway was also entitled to receive a .3% overriding royalty interest in new
prospects of Old Edge or the Joint Venture during the term of the agreement.
Such overriding royalty interest was assigned to Mr. John E. Calaway as
described under "--Other Compensatory Arrangements." The agreement also
provides that Old Edge will provide at its expense a $1 million life insurance
policy payable to Mr. John E. Calaway or his designated beneficiaries.
57
<PAGE>
INCENTIVE PLANS
Incentive Plan. Prior to the completion of this Offering, the Company
expects to adopt the Incentive Plan. The objectives of the Incentive Plan are
to (i) attract and retain the services of key employees, qualified independent
directors and qualified consultants and other independent contractors and (ii)
encourage the sense of proprietorship in and stimulate the active interest of
those persons in the development and financial success of the Company by
making awards ("Awards") designed to provide participants in the Incentive
Plan with proprietary interest in the growth and performance of the Company.
The Company plans to reserve 1,000,000 shares of Common Stock for use in
connection with the Incentive Plan. Persons eligible for Awards are (i)
employees holding positions of responsibility with the Company or any of its
subsidiaries and whose performance can have a significant effect on the
success of the Company, (ii) Nonemployee Directors and (iii) certain
nonemployee consultants and other independent contractors providing, or who
will provide, services to the Company or any of its subsidiaries.
The Compensation Committee of the Company's Board of Directors (the
"Committee") will administer the Incentive Plan. With respect to Awards to
employees and independent contractors, the Committee has the exclusive power
to administer the Incentive Plan, to take all actions specifically
contemplated thereby or necessary or appropriate in connection with the
administration thereof, to interpret the Incentive Plan and to adopt such
rules, regulations and guidelines for carrying out its purposes as the
Committee may deem necessary or proper in keeping with the objectives of such
plan. With respect to Awards to employees and independent contractors, the
Committee may, in its discretion, among other things, extend or accelerate the
exercisability of, accelerate the vesting of or eliminate or make less
restrictive any restrictions contained in any Award, waive any restriction or
other provision of the Incentive Plan or in any Award or otherwise amend or
modify any Award in any manner that is either (i) not adverse to that
participant holding the Award or (ii) consented to by that participant. The
Committee also may delegate to the chief executive officer and other senior
officers of the Company its duties under the Incentive Plan.
The Board of Directors may amend, modify, suspend or terminate the Incentive
Plan for the purpose of addressing any changes in legal requirements or for
any other lawful purpose, except that (i) no amendment or alteration that
would adversely affect the rights of any participant under any Award
previously granted to such participant shall be made without the consent of
such participant and (ii) no amendment or alteration shall be effective prior
to its approval by the stockholders of the Company to the extent such approval
is then required pursuant to Rule 16b-3 in order to preserve the applicability
of any exemption provided by such rule to any Award then outstanding (unless
the holder of such Award consents) or to the extent stockholder approval is
otherwise required by applicable legal requirements. The Board of Directors
may make certain adjustments in the event of any subdivision, split or
consolidation of outstanding shares of Common Stock, any declaration of a
stock dividend payable in shares of Common Stock, any recapitalization or
capital reorganization of the Company, any consolidation or merger of the
Company with another corporation or entity, any adoption by the Company of any
plan of exchange affecting the Common Stock or any distribution to holders of
Common Stock of securities or property (other than normal cash dividends).
Awards to employees and independent contractors may be in the form of (i)
rights to purchase a specified number of shares of Common Stock at a specified
price ("Options"), (ii) rights to receive a payment, in cash or Common Stock,
equal to the fair market value or other specified value of a number of shares
of Common Stock on the rights exercise date over a specified strike price,
(iii) grants of restricted or unrestricted Common Stock or units denominated
in Common Stock, (iv) grants denominated in cash and (v) grants denominated in
cash, Common Stock, units denominated in Common Stock or any other property
which are made subject to the attainment of one or more performance goals
("Performance Awards"). An Option may be either an incentive stock option
("ISO") that qualifies, or a nonqualified stock option ("NSO") that does not
qualify, with the requirements of Section 422 of the Code; provided, that
independent contractors cannot be awarded ISOs. The Committee will determine
the employees and independent contractors to receive Awards and the terms,
conditions and limitations applicable to each such Award, which conditions
may, but need not, include
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continuous service with the Company, achievement of specific business
objectives, attainment of specified growth rates, increases in specified
indices or other comparable measures of performance. Performance Awards may
include more than one performance goal, and a performance goal may be based on
one or more business criteria applicable to the grantee, the Company as a
whole or one or more of the Company's business units and may include any of
the following: increased revenue, net income, stock price, market share,
earnings per share, return on equity or assets or decrease in costs.
On the date this Offering closes, Options under the Incentive Plan will be
granted to approximately 16 employees of the Company to purchase a total of
approximately 350,000 shares of Common Stock at an exercise price per share
equal to the initial public offering price per share set forth on the cover
page of this Prospectus. These awards include options to be granted to Messrs.
John E. Calaway, James D. Calaway, Michael G. Long and Richard S. Dale to
purchase 133,645, 116,940, 33,513 and 16,706 shares of Common Stock,
respectively. All such options will have a term of ten years and become
exercisable in cumulative annual increments of one-fifth of the total number
of shares of Common Stock subject thereto, beginning on the first anniversary
of the date of grant.
On the date this Offering closes, each of the current Nonemployee Directors:
Messrs. Andrews, Benedict, Peterson, Raphael and Sfondrini, automatically will
be granted NSOs (based on years of service) to purchase 8,000, 2,000, 2,000,
8,000 and 8,000 shares of Common Stock, respectively. In addition, on the
first business day following the date on which each annual meeting of the
Company's stockholders is held, each Nonemployee Director then serving will
automatically be granted NSOs to purchase 3,000 shares of Common Stock. Any
person who first becomes a Nonemployee Director on or after the date this
Offering closes automatically will be granted, on the date of his or her
election, NSOs to purchase 5,000 shares of Common Stock. Consequently, on the
date this Offering closes, Mr. Shower will be granted NSOs to purchase 5,000
shares of Common Stock. Each NSO granted to Nonemployee Directors will (i)
have a ten year term, (ii) have an exercise price per share equal to the fair
market value of a Common Stock share on the date of grant (the initial public
offering price in the case of NSOs granted on the closing of this Offering)
and (iii) become exercisable in cumulative annual increments of one-fifth of
the total number of shares of Common Stock subject thereto, beginning on the
first anniversary of the date of grant. If a Nonemployee Director resigns from
the Board without the consent of a majority of the other directors, such
director's NSOs may be exercised only to the extent they were exercisable on
the resignation date.
The foregoing description summarizes the principal terms and conditions of
the Incentive Plan, does not purport to be complete and is qualified in its
entirety by reference to the Incentive Plan, a copy of which has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part.
401(K) Plan. Following the completion of this Offering, the Company expects
to adopt a 401(k) Employee Savings Plan (the "401(k) Plan") for its employees.
The following describes possible terms of such plan; however, the decision to
adopt any such plan and the terms thereof will be in the discretion of the
Compensation Committee and the Board of Directors, and, if adopted, may differ
from that described below. Under the 401(k) Plan, eligible employees will be
permitted to defer receipt of up to 15% of their compensation (subject to
certain limitations imposed under the Internal Revenue Code of 1986, as
amended (the "Code")). The 401(k) Plan is expected to provide that a
discretionary match of employee deferrals may be made by the Company in cash.
Pursuant to the 401(k) Plan, the Company currently expects to elect to match
50% of the first 6% of employee deferral, with the Company's contribution not
to exceed $9,000, subject to limitations imposed by the Internal Revenue
Service. The amounts held under the 401(k) Plan are expected to be invested
among various investment funds maintained under the 401(k) Plan in accordance
with the directions of each participant, except that matching contributions
are expected to be invested in securities of the Company. Salary deferral
contributions under the 401(k) Plan are expected to be 100% vested.
Participants or their beneficiaries are expected to be entitled to payment of
vested benefits upon termination of employment.
Old Edge Plan. Old Edge adopted the Old Edge Plan pursuant to which, in
1994, all of the options held by Messrs. James D. Calaway and Dale were
granted. The Old Edge Plan was administered by nonemployee
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members of the Board of Directors of Old Edge. In connection with the
Combination Transactions, such options will be converted into incentive stock
options for the purchase of such number of shares of Common Stock as each of
Messrs. James D. Calaway and Dale would have received in the Combination
Transactions if such options had been exercised immediately prior to the
Combination Transactions. After adjustment for such conversion, the option
exercise price per share of Common Stock will be approximately $4.09 and $2.04
for Messrs. James D. Calaway and Dale, respectively.
OTHER COMPENSATORY ARRANGEMENTS
Overriding Royalty Income. Overriding royalty interests are assigned to
certain employees of Old Edge to reward such employees with incentive
compensation based on the results of the oil and natural gas drilling
activities conducted through the Joint Venture. Pursuant to the Joint Venture
Agreement, Old Edge as managing joint venturer has the right to cause the
Joint Venture to grant overriding royalty interests on prospects sold by the
Joint Venture to geologists, scientists or other persons who originate
prospects and to grant up to a .8% overriding royalty interest to any of
certain Old Edge executives. In the past, Old Edge has caused the Joint
Venture to assign overriding royalty interests in certain oil and natural gas
leases pursuant to this arrangement to certain employees employed at the time
of the execution of the lease. The percentage of overriding royalty interest
assigned to employees as a group for a given lease typically has ranged from
2.6% to 3.8% of the Joint Venture's total interest in such lease. An
individual employee's overriding royalty interest in a lease was determined in
the discretion of Old Edge's management. Employees receiving overriding
royalty interests were entitled to receive revenues immediately upon the
assignment thereof, and such interests were not subject to forfeiture.
Following the completion of this Offering, the Company intends to assign
overriding royalty interests on a more limited basis with respect to leases
entered into by the Joint Venture or otherwise by the Company that are
included in projects that were not in existence as of December 31, 1996 and
subsequent projects that are not based on 3-D seismic work firmly committed as
of such date ("New Projects"). Only members of the generating geological team
for a given lease in a New Project will receive overriding royalty interests,
and the Company currently does not expect such interests in the aggregate to
exceed 1.5% of the Company's total interest in such lease. The Company expects
that the director of production engineering and the director of land would
continue to receive overriding royalty interests in leases that are not in New
Projects.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to this Offering, the Company expects to establish a Compensation
Committee. In the past, matters with respect to the compensation of executive
officers of Old Edge were determined by the nonemployee members of the Board
of Directors, as a whole.
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CERTAIN TRANSACTIONS
THE COMBINATION TRANSACTIONS
The Company was incorporated in Delaware in August 1996. In the Combination
Transactions, the Company plans to complete (i) a merger (the "Merger") of Old
Edge with Edge Mergeco, Inc., a wholly owned subsidiary of the Company
organized solely to effect the merger ("Mergeco"), in which the shareholders
of Old Edge will receive Common Stock, (ii) an exchange offer (the "Edge Group
II Exchange Offer") to the general and limited partners of Edge Group II in
which such partners will have the opportunity to exchange their interests in
Edge Group II for Common Stock, (iii) an exchange offer (the "Gulfedge
Exchange Offer" and, together with the Edge Group II Exchange Offer, the
"Limited Partnership Exchange Offers") to the limited partners of Gulfedge, of
which Old Edge is the general partner (Edge Group II and Gulfedge are
collectively referred to as the "Limited Partnerships"), in which such limited
partners will have the opportunity to exchange their interests in Gulfedge for
Common Stock, (iv) an offer to purchase (the "Purchase Offer") from Edge Group
its interest in the Joint Venture, for consideration consisting of Common
Stock and (v) an exchange (the "Calaway Exchange") of interests in certain oil
and natural gas properties held by Mr. James C. Calaway for Common Stock. Upon
consummation of the Combination Transactions, the Company expects to acquire
directly or indirectly substantially all of the interests in the Joint
Venture. The Company does not expect to seek to consummate this Offering
unless both the Merger and the Edge Group II Exchange Offer (with at least a
70% acceptance level) are closed; however, the Company would seek to
consummate this Offering even in the absence of the closing of any or all of
the Calaway Exchange, the Purchase Offer or the Gulfedge Exchange Offer. The
number of shares of Common Stock to be issued in the Combination Transactions
will depend primarily on (i) the number of partners who elect to retain their
current interests in the Limited Partnerships in lieu of receiving Common
Stock and (ii) whether Edge Group accepts the Purchase Offer. The disclosures
in this Prospectus relating to the shares of Common Stock to be issued in
connection with the Combination Transactions are estimated based on the
assumptions that all of the partners will tender their interests in the
Limited Partnerships in exchange for Common Stock and that Edge Group will
accept the Purchase Offer.
The following table illustrates the number of shares to be issued in this
Offering and the Combination Transactions assuming all parties accept Common
Stock in the Combination Transactions (excluding any restricted stock and
stock options and assuming that the Underwriters' over-allotment option is not
exercised):
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
TRANSACTION SHARES ISSUED SHARES ISSUED
----------- ------------- -------------
<S> <C> <C>
Shares to be issued in the Merger............ 2,334,085 34.8%
Shares to be issued in the Edge Group II
Exchange Offer.............................. 2,209,306 33.0
Shares to be issued in the Gulfedge Exchange
Offer....................................... 74,317 1.1
Shares to be issued in the Purchase Offer.... 42,896 0.7
Shares to be issued in the Calaway
Exchange(1)................................. 42,015 0.6
Shares to be issued in this Offering......... 2,000,000 29.8
--------- -----
6,702,619 100.0%
</TABLE>
- --------
(1)Assumes an initial public offering price of $16.00 per share.
Description of Joint Venture. Substantially all of the operations of the
Company are currently conducted through the Joint Venture. The Joint Venture
was formed on April 8, 1991 by Old Edge, Edge Group II, Gulfedge and Edge
Group, with approximately $5.2 million in net assets (on an historical
financial statement basis). On that date the Joint Venture purchased
substantially all of the assets and assumed substantially all of the
liabilities of a related entity, Edge Group Joint Venture, which had been
engaged in oil and natural gas exploration and production operations since
1983. The initial sharing ratio, which determines the allocation of net income
and other items, as well as the allocation of distributable cash, was
approximately 29.1%, 67.3%, 2.3% and 1.3%, respectively. Such sharing ratio is
applicable until the value of cash and carried interests and other property
distributed to each venturer is equal to $5,750,000, $13,324,500, $451,500 and
$258,000, respectively (the "Sharing Ratio Shift A Amounts"), which has not
yet occurred. At such time, the sharing ratio shifts to 50%,
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47.5%, 1.6% and 0.9%, respectively, which continues until the value of cash
and carried interests and other property distributed to each venturer is six
times the Sharing Ratio Shift A Amounts (the "Sharing Ratio Shift B Amounts").
When the Sharing Ratio Shift B Amounts are met, the applicable sharing ratio
for the duration of the Joint Venture will be 55%, 42.7%, 1.5% and 0.8%,
respectively.
The term of the Joint Venture was to have expired on April 8, 1996; however,
the parties to the Joint Venture extended the dissolution date to December 31,
1996. On December 31, 1996, the Joint Venture entered a windup period that
will generally last for two years during which time most of the existing oil
and gas properties of the Joint Venture will continue to be held by the Joint
Venture. By the end of the windup period, the Joint Venture will distribute
substantially all of its assets, including working interests, to the
venturers, in accordance with the applicable sharing ratios or as otherwise
specified in the Joint Venture Agreement. Pursuant to the Joint Venture
Agreement, Old Edge generally owns all 3-D seismic data owned by the Joint
Venture at the date of dissolution, provided that the other venturers have the
right to access and use such data and, provided further that, if such data is
later sold, Old Edge will pay a portion of the proceeds to the other
venturers. Additionally, with respect to Joint Venture projects existing at
the date of dissolution, the Joint Venture Agreement provided for the creation
of areas of mutual interest ("AMIs"), which allow the venturers to acquire a
portion of any interest acquired by any other venturer in such AMI. Initially
following this Offering, substantially all of the Company's activities will
consist of continued operations and will be conducted through the Joint
Venture or with the partners of the Joint Venture. Thereafter, the Company
expects that it will initiate operations outside of and unrelated to those
conducted by the Joint Venture at the time of its dissolution. To the extent
they do not exchange in the Combination Transactions, limited partners and
Edge Group generally will not participate in new prospects or operations
unrelated to the Joint Venture's operations as of December 1996, except as
provided for in the provisions of the Joint Venture Agreement with respect to
150 square miles in the Belco Project Area and another 50 square miles of 3-D
seismic data to be selected. All or portions of each of the areas subject to
the Belco Right, the Fifty Square Mile Right and certain other specified areas
will be developed outside of the Joint Venture.
Old Edge is the managing venturer of the Joint Venture and generally directs
and exercises control over all activities of the Joint Venture. However, Old
Edge is restricted from causing the Joint Venture to acquire leases, purchase
capital assets, adopt a budget, create debt or mortgages on its assets or sell
all or substantially all of its assets without the consent of Edge Group II.
After giving effect to the Combination Transactions, the Company will direct
and exercise full control over all activities of the Joint Venture as its
managing venturer and as the general partner of Edge Group II, subject to its
contractual and fiduciary duties owed to those partners of the Limited
Partnerships who do not exchange their partner interests for shares of Common
Stock. See "Risk Factors--Certain Potential Conflicts of Interest."
Immediately following this Offering, the Company will loan a portion of the
proceeds of this Offering to the Joint Venture to repay indebtedness
outstanding under the Revolving Credit Facility and to repay approximately
$1.3 million outstanding under the Subordinated Loan. See "Use of Proceeds."
The Merger. In the Merger, Mergeco will merge with and into Old Edge.
Mergeco is a wholly owned subsidiary of the Company organized for the purpose
of effecting the Merger. In the Merger, all of the outstanding shares of
common stock of Old Edge will be converted into an aggregate of 2,334,085
shares of Common Stock of the Company. Old Edge will survive the Merger as a
wholly owned subsidiary of the Company. As a result of the Merger, the Company
will indirectly control all of the assets of Old Edge, which consist primarily
of its interest in the Joint Venture. The Company's obligation to consummate
the Combination Transactions is conditioned, among other things, on the
consummation of the Merger. At a special meeting held on February 21, 1997,
the shareholders of Old Edge approved the Merger. No shareholder exercised
dissenters' rights.
The Limited Partnership Exchange Offers. In the Limited Partnership Exchange
Offers, the Company is offering to exchange shares of Common Stock for the
general and limited partner interests in Edge Group II and for the limited
partner interests in Gulfedge. An aggregate of 2,209,306 shares of Common
Stock is being offered in exchange for all the general and limited partner
interests in Edge Group II, and an aggregate of 74,317 shares
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of Common Stock is being offered in exchange for all the limited partner
interests in Gulfedge. The number of shares of Common Stock that are being
offered in exchange for the general partner interest in Edge Group II is equal
to the whole number nearest to the sum of (i) the GP's Before Payout Shares
(which shares are attributable to the general partners' 1% interest in
distributions before Edge Group II distributes to its partners $20,188,636
(the "Payout Amount")), (ii) the GP's Management Fee Shares (which shares are
attributable to the general partners' accrued but unpaid and future cash flow-
based management fees) and (iii) the GP's After Payout Shares (which shares
are attributable to the general partners' 25% interest in distributions after
Edge Group II distributes to its partners the Payout Amount) (the shares
referred to in (i), (ii) and (iii) collectively referred to herein as the "GP
Exchange Shares"). The GP's Before Payout Shares are a number of shares of
Common Stock equal to the quotient of (i) $201,886 (which equals 1% of the
Payout Amount) divided by (ii) the initial public offering price in this
Offering per share of Common Stock (the "IPO Price"). The GP's Management Fee
Shares are a number of shares of Common Stock equal to the quotient of (i) the
sum of (A) $1,332,450 (which equals the general partners' accrued but unpaid
management fees) plus (B) 3% multiplied by 2,209,306 (which equals to total
number of shares of Common Stock allocable to Edge Group II) multiplied by the
IPO Price (which product in (B) is attributable to the general partners'
future cash flow-based management fees) (such sum in (i) is referred to herein
as the "Management Fee Amount") divided by (ii) the IPO Price. The GP's After
Payout Shares are a number of shares of Common Stock equal to the quotient of
(i) 25% of the difference between (A) the product of the IPO Price multiplied
by 2,209,306 and (B) the sum of (x) the Payout Amount plus (y) the Management
Fee Amount divided by (ii) the IPO Price. The aggregate number of shares of
Common Stock that is being offered in exchange for the limited partner
interest in Edge Group II is equal to the difference between 2,209,306 and the
GP Exchange Shares. The Company's obligation to consummate the Combination
Transactions is conditioned, among other things, upon the general partners and
at least 70% of the limited partners of Edge Group II exchanging their partner
interests for shares of Common Stock, but it is not conditioned upon the
exchange by any partner of Gulfedge. The obligation of each partner of the
Limited Partnerships to exchange his interests is conditioned upon, among
other things, the closing of this Offering at an IPO Price of at least $14.50
per share. The partners of each Limited Partnership have the option of
receiving Common Stock or retaining their partner interest. As of February 21,
1997, the holders of approximately 98.1% of the limited partner interests in
Edge Group II and the holders of all of the limited partner interests in
Gulfedge had tendered their interests pursuant to the Limited Partnership
Exchange Offers. There can be no assurance as to the final number of such
partners who will tender their partner interests for shares of Common Stock.
The Calaway Exchange. Effective December 20, 1994, Mr. James C. Calaway
acquired a reversionary working interest (the "Calaway RWI") and an overriding
royalty interest (the "Calaway ORRI," and together with the Calaway RWI, the
"J. C. Calaway Interests") in certain undrilled prospects and subsequently
acquired properties of the Joint Venture pursuant to the Subordinated Loan
Agreement. Pursuant to the Subordinated Loan Agreement, if, as a result of the
termination of the Joint Venture, Old Edge enters into a transaction whereby
the oil and natural gas interests attributable to the limited partner
interests of Edge Group II are acquired by Old Edge or another entity for
stock, Mr. James C. Calaway would similarly have the opportunity to sell the
J.C. Calaway Interests on the same valuation basis as the limited partners of
Edge Group II. See "--Subordinated Loan Agreement." Pursuant to a Purchase
Agreement dated as of December 2, 1996, Mr. James C. Calaway agreed to
exchange the portion of the J.C. Calaway Interests consisting of producing
properties for that number of shares of Common Stock equal to the higher of
(i) the quotient of (a) $346,697 (which is the estimated future net revenues
as of September 30, 1996 attributable to the J.C. Calaway Interests being
exchanged as determined by Ryder Scott Company) divided by (b) the IPO price
(such quotient in (i) is referred to herein as the "1996 Valuation Shares")
and (ii) the quotient of (a) the estimated future net reserves attributable to
the J.C. Calaway Interests being exchanged as determined by Ryder Scott
Company in a reserve report as of a date subsequent to September 30, 1996 but
prior to the closing of the Purchase Agreement (such date is hereinafter
referred to as the "1997 Determination Date") and for which the results of
such reserve report are included in the final prospectus for this Offering and
(b) the IPO price (such quotient in (ii) is referred to herein as the "1997
Valuation Shares"). According to a reserve report prepared by Ryder Scott
Company (the "December 31, 1996 Reserve Report"), the estimated future net
revenues as of December 31, 1996 attributable to the J.C. Calaway
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Interests were $672,245. Assuming an IPO Price of $16.00 per share and that
the results of the December 31, 1996 Reserve Report are included in the final
prospectus for this Offering, Mr. James C. Calaway would be entitled to
receive 42,015 shares of Common Stock pursuant to the Purchase Agreement. The
shares of Common Stock to be purchased by Mr. James C. Calaway pursuant to the
Purchase Agreement are not registered under the Securities Act of 1933, as
amended (the "Securities Act"), but will be "restricted securities," as that
term is defined in Rule 144 thereunder. Mr. James C. Calaway has also agreed
to pay the Company the dollar amount of any revenues attributable to the J.C.
Calaway Interests received by him for income for production after either
September 30, 1996 (if the 1996 Valuation Shares are higher in number) or the
1997 Determination Date (if the 1997 Valuation Shares are higher in number)
and prior to the closing of the Purchase Agreement. In addition, because of
the difficulties involved in valuing the portion of the J. C. Calaway
Interests consisting of exploratory properties, Mr. James C. Calaway agreed
that he would retain these interests and waived his rights under the
Subordinated Loan Agreement to exchange such interests for shares of Common
Stock.
The Edge Group Purchase. In the Purchase Offer, the Company offered to
purchase the interest in the Joint Venture held by Edge Group in exchange for
shares of Common Stock. Edge Group has accepted such offer. Neither the
closing of this Offering nor the Company's obligation to consummate the
Combination Transactions is conditioned on the Company's purchase of the
interest in the Joint Venture held by Edge Group. The obligation of Edge Group
to sell its interest in the Joint Venture to the Company is conditioned upon,
among other things, the closing of this Offering at an IPO Price of $14.50 per
share. In addition, the sale of Edge Group's interest in the Joint Venture to
the Company requires the consent of the other venturers--Old Edge, Edge Group
II and Gulfedge--which has already been obtained.
Effect of the Combination Transactions. Upon the closing of the Combination
Transactions and this Offering and assuming the issuance of Common Stock to
all parties to the Combination Transactions (i.e., each offeree elects to
exchange its interests for shares of Common Stock), (i) the Company will
become an independent, publicly held company, (ii) holders of Old Edge common
stock will become stockholders of the Company rather than of Old Edge, (iii)
the partners who exchange their interests in the Limited Partnerships in
exchange for shares of Common Stock will become stockholders of the Company
rather than partners of the Limited Partnerships, (iv) the Company will become
the general partner of Edge Group II, and will own all of the partner
interests in Edge Group II and Gulfedge, (v) Edge Group will become a
stockholder of the Company and (vi) direct and indirect ownership of all the
interests in the Joint Venture will be combined in the Company. In the event
that any limited partner does not exchange his or her interests in the Limited
Partner Exchange Offers, such limited partner and the Company will continue as
the limited partners of such partnership. In the event that the Edge Group
Purchase is not consummated, Edge Group will continue as a general partner of
the Joint Venture. The Joint Venture will continue in existence following this
Offering until its final liquidation. It is currently expected that most of
the Joint Venture's assets will be distributed to its partners during the two-
year windup period, which began December 31, 1996; however, certain assets may
be retained in the Joint Venture over a longer term. Initially following this
Offering, substantially all of the Company's activities will consist of
continued operations and will be conducted through the Joint Venture or with
the partners in the Joint Venture. The Company expects that it will initiate
new operations outside of and unrelated to those conducted by the Joint
Venture at the time of its dissolution.
TRANSFER OF EDGE GROUP II GENERAL PARTNER INTERESTS
In exchange for the general partner interests in Edge Group II held by Mr.
Sfondrini and Napamco, a corporation wholly owned by Mr. Sfondrini. Mr.
Sfondrini and Napamco will receive the number of shares of Common Stock
equivalent to the GP Exchange Shares. The Combination Transactions will allow
the general partners of Edge Group II to receive Common Stock in respect of
both management fees that have been deferred to date because no cash was
available for payment, as well as the estimated value of future management
fees that have not been earned to date. Pursuant to certain prior personal
loan agreements, Mr. Sfondrini and Napamco assigned a portion of their
management fee with respect to Edge Group II and the right to a percentage of
their distributions as its general partners, to, among others, Mr. James C.
Calaway, who is the father of both the Chief Executive Officer and the
President of the Company, Ms. Marlin Geiger, the mother of both such persons
and to Mr. David Benedict who is a director of the Company. As a result, Mr.
James C. Calaway, Ms. Geiger and Mr.
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Benedict will receive 12,830, 995 and 2,122 shares, respectively, of Common
Stock that is distributable to Mr. Sfondrini pursuant to the Edge Group II
Exchange Offer. In the absence of the Combination Transactions and this
Offering, it is unlikely that any of the accrued management fees or
distributions would be paid in the near term.
Following the consummation of this Offering, Mr. Sfondrini expects to enter
into a margin loan arrangement described in "Underwriting." Mr. Sfondrini
expects to use a portion of the proceeds of such borrowings to repay the
indebtedness under the above described loan agreements.
CERTAIN AFFILIATE RELATIONSHIPS
The Joint Venture is owned by Old Edge, Edge Group II, Gulfedge and Edge
Group, as described above. John Sfondrini and Napamco, a company Mr. Sfondrini
owns and is the President of, are the general partners of Edge Group II and
each of the three limited partnerships that are the general partners in Edge
Group. Mr. Sfondrini and Napamco are also the general partners of Edge Holding
Company, which owns, prior to the Combination Transactions, approximately 37%
of the common stock of Old Edge. In the case of Edge Group II, in the event of
the death, incapacity or withdrawal of Mr. Sfondrini from his position as
general partner, Mr. Andrews would, if he so chose, serve as a general partner
of Edge Group II. Old Edge is the general partner of Gulfedge. Napamco is the
general partner of each of Essex Royalty Limited Partnership ("Essex I L.P.")
and Essex Royalty Limited Partnership II ("Essex II L.P."). Resource Investors
Management Company Limited Partnership ("RIMCO") is the general partner of each
of two limited partnerships (the "RIMCO Partnerships") that, in the aggregate
own, prior to the Combination Transactions, approximately 5% of the common
stock of Old Edge.
Mr. James D. Calaway and Mr. John E. Calaway are twin brothers and their
father is Mr. James C. Calaway.
ESSEX ROYALTY JOINT VENTURES
In April 1992, the Joint Venture and Essex I L.P. entered into a Joint
Venture Agreement (the "Essex I Joint Venture") with respect to the purchase of
certain royalty interests in oil and natural gas properties. The initial term
of the Essex I Joint Venture was four years, but by consent of both parties to
such agreement, it has been extended until April 1997. Under the terms of the
Essex I Joint Venture Agreement, Essex I L.P. made capital contributions
aggregating $3 million and the Joint Venture made no capital contributions. The
Essex I Joint Venture Agreement provides that quarterly distributions of cash
be made, in accordance with the sharing ratios, in an amount, subject to
certain adjustments, not less than that equal to revenues received from
royalties less the management fee paid to the Joint Venture, as managing
venturer. Initially, Essex I L.P. receives 100% of all cash distributions
pursuant to the sharing ratios. At such time as the cash and value of property
distributed to Essex I L.P. is equal to 110% of its capital contribution, the
sharing ratio shifts to 40% for the Joint Venture and 60% for Essex I L.P. Such
40% is to be allocated directly to the venturers of the Joint Venture, and does
not affect the sharing ratio calculations with respect to the Joint Venture. As
managing venturer of the Essex I Joint Venture, the Joint Venture receives
reimbursement for costs incurred to acquire royalty interests, certain
administrative costs, a portion of the payroll costs attributable to the Essex
II Joint Venture and, prior to the sharing ratio shift, a management fee
(allocated directly to Old Edge) equal to 1% of the capital contributions of
Essex I L.P.
In May 1994, the Joint Venture and Essex II L.P. entered into a Joint Venture
Agreement (the "Essex II Joint Venture") effective until December 1997 and
similar in nature to the Essex I Joint Venture. Essex II L.P. made capital
contributions aggregating approximately $2.8 million and the Joint Venture made
no capital contributions. Initially, Essex II L.P. receives 100% of all cash
distributions pursuant to the sharing ratios. At such time as the cash and
property distributed to Essex II L.P. is equivalent to 111.3% of its capital
contribution, the Joint Venture will thereafter receive 25% of distributions.
Provisions with respect to mandatory distributions and dissolution are similar
to those described for the Essex I Joint Venture. As managing venturer of the
Essex II Joint Venture, the Joint Venture receives reimbursement for costs
incurred to acquire royalty interests, certain administrative costs, a portion
of the payroll costs attributable to the Essex II Joint Venture and, prior to
the earlier of the expenditure by the Essex II Joint Venture of its capital or
the sharing ratio shift, a management fee (allocated directly to Old Edge) of
$30,000 every six months.
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The management fees earned by Old Edge pursuant to the Essex I and II Joint
Ventures (combined), in 1996, 1995 and 1994 were $120,000, $120,000 and
$80,000, respectively. Old Edge invoiced the Essex I and II Joint Ventures
(combined) for reimbursement for expenses in 1996, 1995 and 1994 in the
amounts of $67,000, $40,250 and $18,750, respectively. At December 31, 1996
and 1995, Old Edge had accrued receivables for such management fees and
reimbursements of $172,132 and $115,000, respectively.
In May 1993, the Joint Venture obtained a short-term $1 million line of
credit from the Essex I Joint Venture secured by the Joint Venture's interests
in certain prospects. In addition to interest of 10% per annum, the loan
agreement provided for an assignment to the Essex I Joint Venture of
overriding royalty interests in the collateral. In October 1993, the Joint
Venture borrowed $125,000 on a short-term basis from the Essex I Joint
Venture. Such note carried interest of 11% per year and was unsecured. In
August 1994, the Joint Venture loaned $125,000 on a short-term basis to the
Essex II Joint Venture at an interest rate of 10% per year. In December 1993,
the Essex I Joint Venture borrowed $30,000 on a short-term basis from the
Joint Venture. Such note carried interest of 11% per year and was unsecured.
In May 1994, the Joint Venture loaned, on a short-term basis, $47,000 to the
Essex II Joint Venture. No loans between the Joint Venture and either of the
Essex I Joint Venture or the Essex II Joint Venture are presently outstanding.
RIMCO INTERESTS
In April 1991, the Joint Venture borrowed, in the aggregate, $4,500,000 from
the RIMCO Partnerships and another partnership of which RIMCO is the general
partner, at an annual interest rate of 15.5% (the "RIMCO Note"). The Joint
Venture and such partnerships agreed to reduce the interest rate of the RIMCO
Note from 15.5% to 10% for the period from October 1, 1993 through September
30, 1995. Pursuant to such agreement, the Joint Venture conveyed to such
partnerships a 0.4% after-payout royalty interest, in the aggregate, in all
prospects sold by the Joint Venture during such period. The RIMCO Note was
repaid in March 1995.
SUBORDINATED LOAN AGREEMENT
In December 1994, the Joint Venture and Mr. James C. Calaway entered into
the Subordinated Loan Agreement, which has since been amended as described
below. A portion of the proceeds from this Offering will be used to pay the
amounts outstanding on such loan, which will be terminated. The Subordinated
Loan Agreement provides for a $1 million term loan and a $1 million line of
credit. At December 31, 1996, the aggregate amount outstanding under the
Subordinated Loan was $1.3 million, which includes $300,000 outstanding under
the line of credit. The principal is due, unless earlier retired by the Joint
Venture, upon the earlier of April 8, 1998 or the conclusion of the Joint
Venture's windup period. Interest at 10% per annum is due monthly. Mr. James
C. Calaway also has the option, pursuant to the Subordinated Loan, to
participate in certain future debt financing of the Joint Venture to the
extent of the amount outstanding under the Subordinated Loan. The Subordinated
Loan is secured by certain oil and natural gas properties, equipment and other
assets of the Joint Venture, but is subordinated to the Revolving Credit
Facility. The mortgage and security agreement restricts the transfer of
properties, creation of liens and other matters. The Subordinated Loan is
without recourse to the venturers.
The Subordinated Loan provides that Mr. James C. Calaway will receive, with
respect to prospects of the Joint Venture which were undrilled as of December
20, 1994 and any acquisition subsequent to such date by the Joint Venture of
interests in existing production or proven reserves, (i) a Calaway RWI of 1%
and (ii) on all prospects that had not been marketed as of such date, a
Calaway ORRI of .2%, each of which is subject to proportionate reduction under
certain circumstances. The Calaway ORRI is reduced to .1% with respect to any
well located in certain specified 3-D areas that is proposed after August 1,
1996 but prior to the later of the repayment in full of the Subordinated Loan
or the dissolution of the Joint Venture (the "Change of Interest Date").
Effective upon the Change of Interest Date AMIs will be created consisting of
all acreage in which the Joint Venture has, as of such date, shot or acquired
or has a commitment to shoot or acquire 3-D geophysical data. The Calaway ORRI
and the Calaway RWI will be reduced to .1% and .05%, respectively, with
respect to
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each well and lease proposed after the Change of Interest Date located within
such an AMI. After the Change of Interest Date, Mr. Calaway is not entitled to
receive any additional interests in any Joint Venture prospects or 3-D areas
other than those situated within such AMIs or as provided for originally in
the Subordinated Loan Agreement.
The Subordinated Loan Agreement provides for certain rights, on the part of
Mr. James C. Calaway, to exchange the J.C. Calaway Interests for Common Stock.
Accordingly, the portion of the J.C. Calaway Interests consisting of producing
properties is being purchased by the Company pursuant to the Calaway Exchange
by valuing such interests at $672,245. See "--The Combination Transactions--
The Calaway Exchange."
A portion of the Subordinated Loan replaced an unsecured loan in the
aggregate principal amount of $400,000 made by Mr. James C. Calaway to the
Joint Venture in June 1994. Interest at 10% per annum was due monthly. As
additional consideration for such loan, Mr. James C. Calaway received a .5%
RWI and a .05% ORRI in five prospects generated by the Joint Venture
subsequent to the date of such note. Prior to the loan of June 1994, Mr. James
C. Calaway had made loans of $250,000 and $205,000 to the Joint Venture, which
were repaid in 1994 and 1993, respectively. Each of such loans provided for an
interest rate of 10% and the granting of interests in certain specified oil
and natural gas properties to Mr. James C. Calaway.
JAMES C. CALAWAY CONSULTING AGREEMENT
The Company is obligated to pay Mr. James C. Calaway $40,000 annually for
the remainder of his natural life pursuant to a March 1989 consulting
agreement. Under the terms of such agreement, Mr. James C. Calaway is
obligated to provide consulting services as and to the extent mutually agreed
upon.
SALES OF PROSPECTS TO AFFILIATES
In 1994, the Joint Venture sold certain drilling prospects to partnerships
owned by Mr. James D. Calaway for $241,000, and to an affiliate of the RIMCO
Partnerships for $60,000. No sales of prospects to affiliates of the Company
took place in 1995 or 1996. The cost to develop such prospects was $154,000
and $40,000, respectively. The purchase price was based on the amounts paid
for interests in such prospects by energy industry participants.
Napamco and another corporation of which Mr. Andrews is an officer, are the
general partners of each of two limited partnerships that have invested, on
the same basis as outside parties, in two wells that the Company acts as
operator for. Such partnerships, in the aggregate, have a working interest of
8.33% in a well in the Barnett Project Area and a working interest of
approximately 30% in a well in the Tyler Project Area. As of December 31,
1996, the partnerships had paid to the Company, in the aggregate,
approximately $116,000 with respect to the Barnett Project Area well and
$672,000 with respect to the Tyler Project Area well, which represents, in the
aggregate such partnerships' share of the costs to develop each such well
proportionate to their relative working interests therein.
REGISTRATION RIGHTS AGREEMENT OF EDGE HOLDING COMPANY LIMITED PARTNERSHIP
In connection with this Offering, the Company will enter into a registration
rights agreement with Edge Holding Company (the "Registration Rights
Agreement"). The Registration Rights Agreement will provide that, upon the
request of Edge Holding Company, the Company will file a registration
statement under the Securities Act to register the Common Stock being issued
to Edge Holding Company pursuant to the Merger for distribution to the
partners of Edge Holding Company. Such request may not be made before six
months after the closing of this Offering. The Registration Rights Agreement
will terminate on December 31, 1998, or earlier in certain circumstances. An
aggregate of 858,853 outstanding shares of Common Stock will be subject to the
Registration Rights Agreement.
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The Company is required to pay all costs associated with such registration
other than underwriting commissions and transfer taxes attributable to the
shares distributed. The Company will indemnify Edge Holding Company, and Edge
Holding Company will indemnify the Company, against certain liabilities in
respect of any registration statement or offering covered by the Registration
Rights Agreement.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to beneficial
ownership of the Common Stock both after giving effect to the Combination
Transactions but before giving effect to this Offering and after giving effect
to the Combination Transactions and this Offering by: (i) all persons,
assuming 100% conversion of the interests in the Limited Partnerships, who
will be the beneficial owner of 5% or more of the outstanding Common Stock;
(ii) each director or nominee for director; (iii) each executive officer of
the Company; and (iv) all officers and directors of the Company as a group,
assuming in each case, the issuance of an aggregate of 4,702,619 shares of
Common Stock to all parties to the Combination Transactions and an initial
public offering price of $16.00 per share.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED PERCENT OF COMMON STOCK
AS A RESULT OF THE BENEFICIALLY OWNED
COMBINATION AS A RESULT OF THE
TRANSACTIONS COMBINATION TRANSACTIONS
------------------ -------------------------
PRIOR TO THIS AFTER THIS
NAME(1) NUMBER OF SHARES OFFERING OFFERING(2)
------- ------------------ ------------- -----------
<S> <C> <C> <C>
John E. Calaway(3).......... 481,541 10.24% 8.85%
James D. Calaway(4)......... 195,498 4.11% 4.46%
Michael G. Long............. -- -- --
Richard S. Dale(5).......... 48,922 1.03% *
Vincent Andrews(6).......... 206,814 4.40% 2.97%
David B. Benedict(7)........ 36,338 * *
Nils Peterson(8)............ 14,664 * *
Stanley S. Raphael(9)....... 277,987 5.91% 4.00%
John Sfondrini(10).......... 1,254,110 26.67% 18.04%
Robert W. Shower............ -- -- --
Edge Holding Company........ 858,853 18.26% 12.35%
36 Catoonah St., #16
Ridgefield, Connecticut
06877
All directors and executive
officers as a group (10
persons)(1)(11)............ 2,515,874 52.95% 39.23%
</TABLE>
- --------
*Less than one percent.
(1) Except as otherwise noted, each stockholder has sole voting and investment
power with respect to the shares beneficially owned.
(2) Percentages shown include 250,586 shares of restricted Common Stock to be
issued concurrent with this Offering.
(3) Shares shown represent (i) 364,938 shares of Common Stock that could be
acquired through the Merger by Calaway Oil and Gas Corporation ("COG"), a
company wholly owned by Mr. John E. Calaway and his wife and (ii) 116,603
shares that could be acquired through the Merger by Calaway Partners, a
Texas general partnership of which COG is a partner. In the case of After
this Offering, the percentage shown includes 133,646 shares of restricted
Common Stock to be issued concurrent with this Offering. Pursuant to the
partnership agreement for Calaway Partners, COG has the exclusive right to
vote such 116,603 shares.
(4) Shares shown include (i) 118,366 shares of Common Stock that could be
acquired through the Merger by KPC Interests, Inc., a company owned by Mr.
James D. Calaway and (ii) 48,922 shares of Common Stock that could be
acquired pursuant to immediately exercisable stock options. In the case of
After this Offering, the percentage shown includes 116,940 shares of
restricted Common Stock to be issued concurrent with this Offering.
(5) Shares shown represent 48,922 shares of Common Stock that could be
acquired pursuant to immediately exercisable stock options.
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(6) Shares shown represent 146,757 shares of Common Stock that could be
acquired through the Merger by Bama Edge Limited Partnership, the general
partner of which is Andex Energy Corp., a company owned by members of Mr.
Andrews' family and of which Mr. Andrews is an officer; 45,598 shares of
Common Stock that could be acquired through the Merger by Texedge Energy
Corporation, of which Mr. Andrews is an officer; and 14,460 shares that
could be acquired through the Edge Group II Exchange Offer by a
partnership owned in part by Mr. Andrews' wife. Mr. Andrews may be deemed
the beneficial owner of the shares of Common Stock held by Bama Edge
Limited Partnership, Texedge Energy Corporation and the shares that may be
acquired through the Edge Group II Exchange Offer. Mr. Andrews disclaims
such beneficial ownership.
(7) Shares shown represent shares of Common Stock that could be acquired
through the Edge Group II Exchange Offer.
(8) Shares shown represent shares of Common Stock that could be acquired
through the Edge Group II Exchange Offer.
(9) Shares shown represent 147,673 shares of Common Stock (of which 19,552
could be acquired through the Edge Group II Exchange Offer and the
remainder through the Merger) owned by the Trade Consultants, Inc. Pension
Plan, of which Mr. Raphael is the trustee, 46,194 shares of Common Stock
that could be acquired by Mr. Raphael's wife (of which 19,552 could be
acquired through the Edge Group II Exchange Offer and the remainder
through the Merger), and 84,120 shares that could be acquired directly by
Mr. Raphael (of which 19,552 shares could be acquired through the Edge
Group II Exchange Offer and the remainder through the Merger). Mr. Raphael
may be deemed the beneficial owner of shares of Common Stock held by the
Trade Consultants, Inc. Pension Plan and his wife. Mr. Raphael disclaims
such beneficial ownership.
(10) Shares shown represent (i) 858,853 shares of Common Stock that could be
acquired through the Merger by Edge Holding Company, a limited
partnership of which Mr. Sfondrini and Napamco are the general partners,
(ii) 42,896 shares of stock which could be acquired in the Purchase Offer
by Edge Group, whose partners are certain limited partnerships, each of
which Mr. Sfondrini and Napamco are the general partners of and (iii)
352,361 shares which could be acquired pursuant to the Edge Group II
Exchange Offer. Mr. Sfondrini may be deemed the beneficial owner of the
shares which could be acquired by Edge Holding Company and Edge Group.
Mr. Sfondrini disclaims such beneficial ownership. Mr. Sfondrini's
address is the same as for Edge Holding Company.
(11) Shares shown include 97,844 shares of Common Stock that may be acquired
pursuant to immediately exercisable stock options.
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SHARES ELIGIBLE FOR FUTURE SALE
Upon consummation of the Combination Transactions and this Offering,
approximately 6,700,000 shares of Common Stock will be outstanding. The shares
of Common Stock sold in this Offering and received in the Combination
Transactions (except for the shares of Common Stock issued in the Calaway
Exchange) will be registered under the Securities Act and will be freely
tradeable without restriction or further registration under the Securities
Act, except for certain manner of sale, volume limitations and other
restrictions with respect to any shares (i) purchased in this Offering or
received in connection with the Combination Transactions by an affiliate of
the Company (a "Company Affiliate"), which will be subject to the resale
limitations of Rule 144 (not including the holding period requirement) under
the Securities Act, and (ii) received in the Merger by any affiliates of Old
Edge or the Company (the "Prior Affiliates"), which may be resold by them only
pursuant to an effective registration statement under the Securities Act
covering such securities or in transactions permitted by the resale provisions
of Rule 145(d) under the Securities Act or as otherwise permitted under the
Securities Act. Under Rule 144 under the Securities Act, a person is an
affiliate of an entity if such person directly or indirectly controls or is
controlled by or is under common control with such entity and may include
certain officers and directors, principal shareholders and certain other
shareholders with special relationships. This Prospectus may not be used by
Company Affiliates or Prior Affiliates in connection with any resale of shares
of Common Stock acquired in the manner described in (i) and (ii) above.
In general, under Rule 144 as currently in effect, if a minimum of two years
has elapsed since the later of the date of acquisition of the restricted
securities from the issuer or from an affiliate of the issuer, a person (or
persons whose shares of Common Stock are aggregated), including persons who
may be deemed "affiliates" of the Company, would be entitled to sell within
any three-month period a number of shares of Common Stock that does not exceed
the greater of (i) 1% of the then-outstanding shares of Common Stock (i.e.,
approximately 67,000 shares immediately after consummation of this Offering)
and (ii) the average weekly trading volume during the four calendar weeks
preceding the date on which notice of the sale is filed with the Commission.
Sales under Rule 144 are also subject to certain provisions as to the manner
of sale (which provision is proposed to be eliminated), notice requirements
and the availability of current public information about the Company. In
addition, under Rule 144(k), if a period of at least three years has elapsed
since the later of the date restricted securities were acquired from the
Company or the date they were acquired from an affiliate of the Company, a
stockholder who is not an affiliate of the Company at the time of sale and who
has not been an affiliate for at least three months prior to the sale would be
entitled to sell shares of Common Stock in the public market immediately
without compliance with the foregoing requirements under Rule 144. Rule 144
does not require the same person to have held the securities for the
applicable periods. The foregoing summary of Rule 144 is not intended to be a
complete description thereof. The Commission has adopted an amendment to Rule
144 that will shorten the three- and two-year holding periods described above
to two years and one year, respectively.
Rule 145 as currently in effect requires that, in a resale of securities
acquired in the Merger, Prior Affiliates comply with a volume restriction and
other restrictions on the manner of sale and that certain information about
the Company be currently available to the public. The volume restriction
limits the number of shares that an affiliate may transfer, in the aggregate,
within any three-month period to the greater of (i) 1% of the outstanding
Common Stock or (ii) the average weekly reported trading volume in the Common
Stock during the preceding four calendar weeks. A Prior Affiliate may sell its
shares of Common Stock without regard to the volume restrictions and
restrictions on the manner of sale if it has owned the shares for at least two
years, certain information about the Company is currently available to the
public and the Prior Affiliate is not then a Company Affiliate. A Prior
Affiliate may also sell its shares of Common Stock without regard to the
foregoing restrictions (including the requirement that certain information
about the Company is currently available to the public) if it has held its
shares of Common Stock for a period of at least three years and such person
has not been a Company Affiliate for at least three months. A Prior Affiliate
who is also a Company Affiliate may sell its shares of Common Stock, subject
to the volume restrictions and restrictions on the manner of sale, if it has
held the shares of Common Stock for a period of at least two years and certain
information about the Company is currently available to the public. The
Commission has adopted amendments to Rule 145 that will shorten the three- and
two-year holding periods described above to two years and one year,
respectively. The Commission has proposed an amendment to Rule 145 that could
eliminate the restrictions imposed on Prior Affiliates by that Rule.
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The Company intends to file a registration statement on Form S-8 under the
Securities Act to register the shares of Common Stock reserved or to be
available for issuance pursuant to the Long-Term Incentive Plan. Shares of
Common Stock issued pursuant to such plan generally will be available for sale
in the open market by holders who are not Company Affiliates and, subject to
the volume and other limitations of Rule 144, by holders who are Company
Affiliates.
The Company has also agreed with the Underwriters that it will not offer for
sale or otherwise voluntarily dispose of any shares of Common Stock or any
securities convertible into or exercisable for shares of Common Stock for a
period of 180 days after the date of this Prospectus without the prior written
consent of Raymond James & Associates, Inc., as representative of the
Underwriters, with certain exceptions. Additionally, the Company's Bylaws
restrict the sale of substantially all of the shares issued in the Combination
Transactions for a period of 180 days after the date of this Prospectus
without the prior consent of the Company and the Underwriters, subject to
certain exceptions. See "Underwriting."
Prior to this Offering, there has been no public market for the Common Stock
(or any equity interest for which the Common Stock will be issued in the
Combination Transactions), and no prediction can be made of the effect, if
any, that sales of Common Stock or the availability of shares for sale will
have on the market price prevailing from time to time. Following this
Offering, sales of substantial amounts of Common Stock in the public market or
otherwise, or the perception that such sales could occur, could adversely
affect the prevailing market price for the Common Stock.
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DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 25,000,000 shares of
Common Stock and 5,000,000 shares of Preferred Stock. Following consummation
of this Offering and the Combination Transactions there will be approximately
6,700,000 shares of Common Stock outstanding (assuming the over-allotment
option is not exercised and that all parties accept shares of Common Stock in
the Combination Transactions), and no shares of Preferred Stock will be
outstanding. The following summary does not purport to be complete, and
reference is made to the more detailed provisions of the Company's Restated
Certificate of Incorporation (the "Certificate of Incorporation") and Bylaws,
which are filed as exhibits to the registration statement of which this
Prospectus is a part.
COMMON STOCK
The Common Stock possesses ordinary voting rights for the election of
directors and in respect of other corporate matters, each share being entitled
to one vote. There are no cumulative voting rights, meaning that the holders
of a majority of the shares voting for the election of directors can elect all
the directors if they choose to do so. The Common Stock carries no preemptive
rights and is not convertible, redeemable or assessable, or entitled to the
benefits of any sinking fund. The holders of Common Stock are entitled to
dividends in such amounts and at such times as may be declared by the Board of
Directors out of funds legally available therefor. See "Dividend Policy" for
information regarding dividend policy.
PREFERRED STOCK
The Board of Directors of the Company is empowered, without approval of the
stockholders, to cause shares of Preferred Stock to be issued in one or more
series, with the numbers of shares of each series to be determined by it. The
Board of Directors is authorized to fix and determine the powers,
designations, preferences and relative, participating, optional or other
rights (including, without limitation, voting powers, full or limited,
preferential rights to receive dividends or assets upon liquidation, rights of
conversion or exchange into Common Stock, Preferred Stock of any Series or
other securities, redemption provisions and sinking fund provisions) between
series and between the Preferred Stock or any series thereof and the Common
Stock, and the qualifications, limitations or restrictions of such rights.
Although the Company has no present intention to issue shares of Preferred
Stock, the issuance of shares of Preferred Stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of Preferred Stock might
impede a business combination by including class voting rights that would
enable the holders to block such a transaction; or such issuance might
facilitate a business combination by including voting rights that would
provide a required percentage vote of the stockholders. In addition, under
certain circumstances, the issuance of Preferred Stock could adversely affect
the voting power of the holders of the Common Stock. Although the Board of
Directors is required to make any determination to issue such stock based on
its judgment as to the best interests of the stockholders of the Company, the
Board of Directors could act in a manner that would discourage an acquisition
attempt or other transaction that some or a majority of the stockholders might
believe to be in their best interests or in which stockholders might receive a
premium for their stock over the then market price of such stock. The Board of
Directors does not at present intend to seek stockholder approval prior to any
issuance of currently authorized stock, unless otherwise required by law or
the rules of any market on which the Company's securities are traded.
OTHER MATTERS
Delaware law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment
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based on all material information reasonably available to them. Absent the
limitations authorized by Delaware law, directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Delaware
law enables corporations to limit available relief to equitable remedies such
as injunction or rescission. The Certificate of Incorporation limits the
liability of directors of the Company to the Company or its stockholders to
the fullest extent permitted by Delaware law. Specifically, directors of the
Company will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law or (iv) for any transaction from
which the director derived an improper personal benefit.
The inclusion of this provision in the Certificate of Incorporation may have
the effect of reducing the likelihood of derivative litigation against
directors, and may discourage or deter stockholders or management from
bringing a lawsuit against directors for breach of their duty of care, even
though such an action, if successful, might otherwise have benefited the
Company and its stockholders. The Company's Bylaws provide indemnification to
the Company's officers and directors and certain other persons with respect to
certain matters, and the Company has entered into agreements with each of its
directors providing for indemnification with respect to certain matters.
The Certificate of Incorporation provides that stockholders may act only at
an annual or special meeting of stockholders and may not act by written
consent. The Bylaws provide that special meetings of the stockholders can be
called only by the Chairman of the Board, the President or a majority of the
Board of Directors of the Company.
The Certificate of Incorporation provides that the Board of Directors shall
consist of three classes of directors serving for staggered three-year terms.
As a result, approximately one-third of the Company's Board of Directors will
be elected each year. The classified board provision could prevent a party who
acquires control of a majority of the outstanding voting stock of the Company
from obtaining control of the Board of Directors until the second annual
stockholders' meeting following the date the acquiror obtains the controlling
interest. See "Management."
The Certificate of Incorporation provides that the number of directors will
be no greater than 12 and no less than three. The Certificate of Incorporation
further provides that directors may be removed only for cause (as defined in
the Certificate of Incorporation), and then only by the affirmative vote of
the holders of at least a majority of all outstanding voting stock entitled to
vote. This provision, in conjunction with the provisions of the Certificate of
Incorporation authorizing the Board of Directors to fill vacant directorships,
will prevent stockholders from removing incumbent directors without cause and
filling the resulting vacancies with their own nominees. The Company's Bylaws
also provide that the Board of Directors will include at least a majority of
directors who are not employees of the Company. In addition, the Bylaws
provide that the Compensation Committee will consist solely of members who are
not employees of the Company and the Audit Committee will include at least a
majority of members who are not employees of the Company.
The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years
following the date such person became an interested stockholder unless (i)
before such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination; (ii)
upon consummation of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding stock held by directors who are also
officers of
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the corporation and by employee stock plans that do not provide employees with
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer); or (iii) following the
transaction in which such person became an interested stockholder, the
business combination was approved by the board of directors of the corporation
and authorized at a meeting of stockholders by the affirmative vote of the
holders of two-thirds of the outstanding voting stock of the corporation not
owned by the interested stockholder. Under Section 203, the restrictions
described above also do not apply to certain business combinations proposed by
an interested stockholder following the announcement or notification of one of
certain extraordinary transactions involving the corporation and a person who
had not been an interested stockholder during the previous three years or who
became an interested stockholder with the approval of a majority of the
corporation's directors, if such extraordinary transaction is approved or not
opposed by a majority of the directors who were directors prior to any person
becoming an interested stockholder during the previous three years or were
recommended for election or elected to succeed such directors by a majority of
such directors. No stockholder will be subject to the restrictions of Section
203 with respect to the Common Stock as a result of the Combination
Transactions.
STOCKHOLDER PROPOSALS
The Company's Bylaws contain provisions requiring that advance notice be
delivered to the Company of any business to be brought by a stockholder before
an annual meeting of stockholders, and providing for certain procedures to be
followed by stockholders in nominating persons for election to the Board of
Directors of the Company. Generally, such advance notice provisions provide
that written notice must be given to the Secretary of the Company by a
stockholder (i) in the event of business to be brought by a stockholder before
an annual meeting, not less than 45 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders of the Company (with
certain exceptions if the date of the annual meeting is different by more than
specified amounts from the anniversary date) and (ii) in the event of
nominations of persons for election to the Board of Directors by any
stockholder, (a) with respect to an election to be held at the annual meeting
of stockholders, not less than 45 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders of the Company (with
certain exceptions if the date of the annual meeting is different by more than
specified amounts from the anniversary date) and (b) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, not later than the close of business on the tenth day following the
day on which notice of the date of the special meeting was mailed to
stockholders or public disclosure of the date of the special meeting was made,
whichever first occurs. Such notice must set forth specific information
regarding such stockholder and such business or director nominee, as described
in the Company's Bylaws.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American Securities
Transfer & Trust, Inc.
75
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
Underwriters named below (the "Underwriters") and each of the Underwriters
named below, for whom Raymond James & Associates, Inc., Jefferies & Company,
Inc. and Principal Financial Securities, Inc. are acting as Representatives
(the "Representatives"), has severally agreed to purchase from the Company the
respective number of shares set forth opposite their names below:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ----------
<S> <C>
Raymond James & Associates, Inc. ..............................
Jefferies & Company, Inc. .....................................
Principal Financial Securities, Inc. ..........................
----------
Total...................................................... 2,000,000
==========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock are
subject to certain conditions precedent. The nature of the Underwriters'
obligations under the Underwriting Agreement is such that they are obligated
to purchase all of the shares of Common Stock offered hereby (other than the
shares subject to the over-allotment option described below) if any are
purchased. In the event of a failure by any Underwriter to purchase its
portion of the Common Stock, the Underwriting Agreement provides, depending
upon the total number of shares of Common Stock involved in the default, that
the purchase commitments of the other Underwriters may be increased or that
the Underwriting Agreement may be terminated, without prejudice to the right
of any party as against any defaulting Underwriter.
The Underwriters propose to offer part of the Common Stock directly to the
public at the price set forth on the cover page of this Prospectus. The
Underwriters may allow a concession to selected dealers who are members of the
National Association of Securities Dealers, Inc. (the "NASD") not in excess of
$. per share, and the Underwriters may allow and such dealers may reallow
to members of the NASD a concession not to exceed $. per share. After this
Offering, the public offering price and other selling terms may be varied by
the Representatives. The Underwriters do not intend to confirm sales to any
account over which they exercise discretionary authority.
The Company has granted the Underwriters an option, exercisable during the
30-day period immediately following the date of this Prospectus, to purchase
at the public offering price, less the underwriting discounts and commissions,
up to 300,000 additional shares of Common Stock, solely to cover over-
allotments, if any, in the sale of the shares that the Underwriters have
agreed to purchase. In such event, the Underwriters have severally agreed,
subject to certain conditions, to each purchase a percentage of the over-
allotment shares approximately equal to the percentage of the initial shares
purchased by the Underwriters.
The Company has agreed to indemnify the Underwriters and certain related
persons against certain civil liabilities relating to this Offering, including
liabilities under the Securities Act.
76
<PAGE>
The Company may not, without the prior written consent of the
Representatives, offer, sell, contract to sell or otherwise dispose of any
shares of Common Stock or rights to purchase shares of Common Stock or any
other securities convertible into or exercisable or exchangeable for shares of
Common Stock (other than pursuant to employee options, pursuant to the
Company's Long-Term Incentive Plan and pursuant to acquisitions in which the
shares issued remain subject to a lock-up agreement) for a period of 180 days
from the date of this Prospectus. Additionally, under the Company's Bylaws the
holders of the shares of Common Stock issued in the Combination Transactions
(who will beneficially own an aggregate of approximately 4,700,000 shares of
Common Stock upon the completion of this Offering, may not sell such shares
for a period of 180 days from the date of this Prospectus, other than certain
private transfers in which the transferee assumes such transfer restrictions.
Following the consummation of this Offering, Mr. Sfondrini expects to enter
into a margin loan arrangement with one of the Representatives. Under this
arrangement, Mr. Sfondrini expects to make borrowings in an approximate amount
of at least $650,000 at an interest rate equal to a published prime rate. The
loan will be secured by Common Stock with an initial market value of $1.5
million (valued at the initial public offering price).
Prior to this Offering, there has been no public market for the Common
Stock. The initial public offering price of the Common Stock will be
negotiated between the Company and the representatives of the Underwriters.
Among the factors to be considered in determining the initial public offering
price of the Common Stock, in addition to prevailing market conditions, will
be the cash flow and earnings of the Company and comparable companies in
recent periods, the Company's business potential and cash flow and earning
prospects, current and historical natural gas and oil prices, current and
prospective conditions in the supply and demand for natural gas and oil,
reserve and production quantities for the Company's natural gas and oil
properties, the history of, and prospects for, the industry in which the
Company operates, and the price earnings multiples of publicly traded common
stocks of comparable companies.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Baker & Botts, L.L.P.,
Houston, Texas, and for the Underwriters by Vinson & Elkins L.L.P., Houston,
Texas.
EXPERTS
The Supplementally Combined Financial Statements of Old Edge as of December
31, 1996, and 1995, and each of the three years in the period ended December
31, 1996 and the Balance Sheet of the Company as of December 3, 1996, included
in this Prospectus, have been audited by Deloitte & Touche llp, independent
auditors, as stated in their reports appearing herein, and have been so
included in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.
The letter report of Ryder Scott included as Annex A to this Prospectus and
certain information with respect to the Company's oil and natural gas reserves
derived therefrom have been included herein in reliance upon such firm as
experts with respect to such matters.
ADDITIONAL INFORMATION
The Company has not previously been subject to the reporting requirements of
the Exchange Act. The Company has filed a Registration Statement on Form S-1
(the "Form S-1 Registration Statement") under the Securities Act with the
Commission with respect to this Offering. The Company has also filed a
Registration Statement on Form S-4 (the "Form S-4 Registration Statement")
under the Securities Act with the Commission with respect to the Combination
Transactions. This Prospectus, filed as a part of the Form S-1 Registration
77
<PAGE>
Statement, does not contain all of the information set forth in the Form S-1
Registration Statement or the exhibits and schedules thereto in accordance
with the rules and regulations of the Commission, and reference is hereby made
to such omitted information. Statements made in this Prospectus concerning any
document filed as an exhibit to the Form S-1 Registration Statement are not
necessarily complete, and in each instance reference is made to such exhibit
for a complete statement of its provisions. The Form S-1 Registration
Statement, the Form S-4 Registration Statement and the exhibits and schedules
thereto may be inspected, without charge, at the public reference facilities
of the Commission at its principal office at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and its regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of
all or any portion of the Form S-1 Registration Statement and the Form S-4
Registration Statement can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The
Commission maintains an Internet web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission (http://www.sec.gov).
78
<PAGE>
GLOSSARY OF CERTAIN INDUSTRY TERMS
The definitions set forth below shall apply to the indicated terms as used
in this Prospectus. All volumes of natural gas referred to herein are stated
at the legal pressure base of the state or area where the reserves exist and
at 60 degrees Fahrenheit and in most instances are rounded to the nearest
major multiple.
After payout. With respect to an oil or gas interest in a property, refers
to the time period after which the costs to drill and equip a well have been
recovered.
Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in
reference to crude oil or other liquid hydrocarbons.
Bbls/d. Stock tank barrels per day.
Bcf. Billion cubic feet.
Bcfe. Billion cubic feet equivalent, determined using the ratio of six Mcf
of natural gas to one Bbl of crude oil, condensate or natural gas liquids.
Before payout. With respect to an oil or gas interest in a property, refers
to the time period before which the costs to drill and equip a well have been
recovered.
Completion. The installation of permanent equipment for the production of
oil or gas or, in the case of a dry hole, the reporting of abandonment to the
appropriate agency.
Developed acreage. The number of acres which are allocated or assignable to
producing wells or wells capable of production.
Development well. A well drilled within the proved area of an oil or gas
reservoir to the depth of a stratigraphic horizon known to be productive.
Dry hole or well. A well found to be incapable of producing hydrocarbons in
sufficient quantities such that proceeds from the sale of such production
exceed production expenses and taxes.
Exploratory well. A well drilled to find and produce oil or gas reserves not
classified as proved, to find a new reservoir in a field previously found to
be productive of oil or gas in another reservoir or to extend a known
reservoir.
Farm-in or farm-out. An agreement whereunder the owner of a working interest
in an oil and natural gas lease assigns the working interest or a portion
thereof to another party who desires to drill on the leased acreage.
Generally, the assignee is required to drill one or more wells in order to
earn its interest in the acreage. The assignor usually retains a royalty or
reversionary interest in the lease. The interest received by an assignee is a
"farm-in" while the interest transferred by the assignor is a "farm-out."
Field. An area consisting of a single reservoir or multiple reservoirs all
grouped on or related to the same individual geological structural feature
and/or stratigraphic condition.
Finding costs. Costs associated with acquiring and developing proved oil and
natural gas reserves which are capitalized by the Company pursuant to
generally accepted accounting principles, including all costs involved in
acquiring acreage, geological and geophysical work and the cost of drilling
and completing wells.
Gross acres or gross wells. The total acres or wells, as the case may be, in
which a working interest is owned.
MBbls. One thousand barrels of crude oil or other liquid hydrocarbons.
79
<PAGE>
MBbls/d. One thousand barrels of crude oil or other liquid hydrocarbons per
day.
Mcf. One thousand cubic feet.
Mcf/d. One thousand cubic feet per day.
Mcfe. One thousand cubic feet equivalent, determined using the ratio of six
Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.
MBbls. One thousand barrels of crude oil or other liquid hydrocarbons.
MMcf. One million cubic feet.
MMcf/d. One million cubic feet per day.
MMcfe. One million cubic feet equivalent, determined using the ratio of six
Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids,
which approximates the relative energy content of crude oil, condensate and
natural gas liquids as compared to natural gas. Prices have historically been
higher or substantially higher for crude oil than natural gas on an energy
equivalent basis.
Net acres or net wells. The sum of the fractional working interests owned in
gross acres or gross wells.
Normally pressured reservoirs. Reservoirs with a formation-fluid pressure
equivalent to 0.465 psi per foot of depth from the surface. For example, if
the formation pressure is 4,650 psi at 10,000 feet, then the pressure is
considered to be normal.
Over-pressured reservoirs. Reservoirs subject to abnormally high pressure as
a result of certain types of subsurface formations.
Petrophysical study. Study of rock and fluid properties based on well log
and core analysis.
Present value. When used with respect to oil and natural gas reserves, the
estimated future gross revenue to be generated from the production of proved
reserves, net of estimated production and future development costs, using
prices and costs in effect as of the date indicated, without giving effect to
nonproperty-related expenses such as general and administrative expenses, debt
service and future income tax expense or to depreciation, depletion and
amortization, discounted using an annual discount rate of 10%.
Productive well. A well that is found to be capable of producing
hydrocarbons in sufficient quantities such that proceeds from the sale of such
production exceed production expenses and taxes.
Proved developed nonproducing reserves. Proved developed reserves expected
to be recovered from zones behind casing in existing wells.
Proved developed producing reserves. Proved developed reserves that are
expected to be recovered from completion intervals currently open in existing
wells and able to produce to market.
Proved developed reserves. Proved reserves that can be expected to be
recovered from existing wells with existing equipment and operating methods.
Proved reserves. The estimated quantities of crude oil, natural gas and
natural gas liquids that geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions.
80
<PAGE>
Proved undeveloped location. A site on which a development well can be
drilled consistent with spacing rules for purposes of recovering proved
undeveloped reserves.
Proved undeveloped reserves. Proved reserves that are expected to be
recovered from new wells on undrilled acreage or from existing wells where a
relatively major expenditure is required for recompletion.
Recompletion. The completion for production of an existing well bore in
another formation from that in which the well has been previously completed.
Reservoir. A porous and permeable underground formation containing a natural
accumulation of producible oil and/or gas that is confined by impermeable rock
or water barriers and is individual and separate from other reservoirs.
Royalty interest. An interest in an oil and natural gas property entitling
the owner to a share of oil or gas production free of costs of production.
3-D seismic. Advanced technology method of detecting accumulations of
hydrocarbons identified through a three-dimensional picture of the subsurface
created by the collection and measurement of the intensity and timing of sound
waves transmitted into the earth as they reflect back to the surface.
Undeveloped acreage. Lease acreage on which wells have not been drilled or
completed to a point that would permit the production of commercial quantities
of oil and natural gas regardless of whether such acreage contains proved
reserves.
Working interest. The operating interest that gives the owner the right to
drill, produce and conduct operating activities on the property and a share of
production.
Workover. Operations on a producing well to restore or increase production.
81
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
EDGE PETROLEUM CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL
STATEMENTS:
Pro Forma Combined Balance Sheet (Unaudited), December 31, 1996......... F-4
Pro Forma Combined Statement of Operations (Unaudited) for the Year
Ended December 31, 1996................................................ F-6
Pro Forma Combined Statement of Operations (Unaudited) for the Year
Ended December 31, 1995................................................ F-7
Pro Forma Combined Statement of Operations (Unaudited) for the Year
Ended December 31, 1994................................................ F-8
Notes to Unaudited Pro Forma Combined Financial Statements.............. F-9
EDGE PETROLEUM CORPORATION (A DELAWARE CORPORATION):
Independent Auditors' Report............................................ F-13
Balance Sheet, December 3, 1996......................................... F-14
Notes to Balance Sheet.................................................. F-15
EDGE PETROLEUM CORPORATION (A TEXAS CORPORATION) SUPPLEMENTALLY COMBINED:
Independent Auditors' Report............................................ F-16
Supplementally Combined Balance Sheets, December 31, 1996 and 1995...... F-17
Supplementally Combined Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994....................................... F-18
Supplementally Combined Statements of Equity for the Years Ended
December 31, 1996, 1995 and 1994....................................... F-19
Supplementally Combined Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 ...................................... F-20
Notes to Supplementally Combined Financial Statements................... F-21
</TABLE>
F-1
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited Pro Forma Combined Financial Statements and related
notes are presented to show the pro forma effects of the proposed Combination
Transactions and the Offering in which Edge Petroleum Corporation, a recently
formed Delaware corporation (the "Company"), will issue approximately
4,702,619 shares of its common stock for the combined net assets of Edge
Petroleum Corporation (a Texas corporation) ("Old Edge"), affiliated entities
and direct interests and 2,000,000 shares of previously unissued common stock
in a public offering of shares. The unaudited Pro Forma Combined Financial
Statements are not necessarily indicative of the results of future operations
of the Company and should be read in conjunction with the historical
supplementally combined financial statements of Old Edge appearing elsewhere
in this Prospectus.
In the Combination Transactions, the Company plans to complete (i) the
Merger, (ii) the Edge Group II Exchange Offer, (iii) the Gulfedge Exchange
Offer, (iv) the Edge Group Purchase Offer and (v) the Calaway Exchange. Upon
consummation of the Combination Transactions, the Company expects to acquire
directly or indirectly substantially all of the interests in the Joint
Venture. See "Certain Transactions--The Combination Transactions." The Company
does not expect to seek to consummate any of the Combination Transactions
unless the Merger, the Edge Group II Exchange Offer (with at least a 70%
acceptance level) and the Offering are each closed. The number of shares of
Common Stock to be issued in the Combination Transactions will depend on (i)
the number of shareholders of Old Edge who exercise dissenters' rights in
connection with the Merger, (ii) the number of partners who elect to retain
their current interests in Gulfedge and Edge Group II in lieu of receiving
Common Stock, (iii) whether Edge Group accepts the Edge Group Purchase Offer
and (iv) the number of shares issued in the Calaway Exchange.
Consummation of the Combination Transactions is subject to certain
conditions, including, among other things: (i) the approval of the Merger by
the shareholders of Old Edge with no more than 10% of such shareholders
exercising dissenters' rights, (ii) the acceptance of the Edge Group II
Exchange Offer by the general partners and by limited partners holding at
least 70% of the outstanding limited partner interests in Edge Group II (which
will thereby include the requisite approval of the change of general partners
of Edge Group II by partners of Edge Group II whose aggregate contributions to
capital represent at least 60% of the aggregate contributions to capital of
all partners of Edge Group II) and (iii) the closing of the Offering at an
initial public offering price to the public of at least $14.50 per share.
Pro forma data are based on assumptions and include adjustments as explained
in the notes to unaudited Pro Forma Combined Financial Statements. The
unaudited Pro Forma Combined Balance Sheet as of December 31, 1996 and the
unaudited Pro Forma Combined Statements of Operations for each of the three
years in the period ended December 31, 1996 of the Company were prepared
utilizing the historical supplementally combined financial statements of Old
Edge as described in Note 2 hereto.
F-2
<PAGE>
Management of the Company believes the Combination Transactions will be
accounted for as a reorganization pursuant to Staff Accounting Bulletin 47
("SAB 47") because of the high degree of common ownership among the combining
entities and only equity ownership interests in the entities will be
exchanged. Accordingly, management expects that the net assets acquired in the
Combination Transactions will be recorded at the historical cost basis of the
affiliated predecessor owners.
However, if 10% or more of the general and limited interests of Edge Group
II or Gulfedge are not exchanged in their respective exchange offers, then
such exchange offer would not be considered a reorganization and purchase
accounting would be applied. Under purchase accounting, the net assets
acquired in the Combination Transactions would be recorded at the fair market
value of the interests exchanged. It is a condition to the consummation of the
Combination Transactions that no more than 10% of the shareholders of Old Edge
shall have exercised their dissenter's rights with respect to the Merger.
Management does not expect any dissenters to such merger.
Because management of the Company believes the most probable outcome of the
Combination Transactions is that substantially all of the interests in Edge
Group II and Gulfedge, and Edge Group's interest in the Joint Venture will be
exchanged, the unaudited Pro Forma Combined Financial Statements assume 100%
acceptance. Refer to Note 3 hereto for pro forma results for a range of
possible outcomes.
F-3
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
EDGE
PETROLEUM
CORPORATION OLD EDGE PRO FORMA PRO FORMA
DECEMBER 3, SUPPLEMENTALLY PRO FORMA FOR THE PRO FORMA FOR THE
ASSETS 1996 COMBINED ADJUSTMENTS COMBINATION ADJUSTMENTS OFFERING
------ ----------- -------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash
equivalents.......... $1,000 $ 1,543,228 $ 1,544,228 $17,291,913 (4) $18,836,141
Accounts receivable,
trade................ 2,038,889 2,038,889 2,038,889
Accounts receivable,
joint interest
owners............... 2,659,025 2,659,025 2,659,025
Receivables from
related parties...... 186,562 186,562 186,562
Other current assets.. 91,059 91,059 91,059
Advances to
stockholder.......... 23,397 23,397 23,397
------ ----------- ------- ----------- ----------- -----------
Total current assets. 1,000 6,542,160 6,543,160 17,291,913 23,835,073
PROPERTY AND EQUIPMENT,
Net--full cost method
of accounting for oil
and gas property..... 11,989,241 11,989,241 11,989,241
DEFERRED OFFERING COSTS. 1,006,379 1,006,379 (1,006,379)(3)
OTHER ASSETS............ 18,320 18,320 18,320
------ ----------- ------- ----------- ----------- -----------
TOTAL ASSETS............ $1,000 $19,556,100 $19,557,100 $16,285,534 $35,842,634
====== =========== ======= =========== =========== ===========
</TABLE>
See notes to unaudited pro forma combined financial statements.
F-4
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)--(CONTINUED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
EDGE
PETROLEUM
CORPORATION OLD EDGE PRO FORMA PRO FORMA
LIABILITIES AND DECEMBER 3, SUPPLEMENTALLY PRO FORMA FOR THE PRO FORMA FOR THE
STOCKHOLDERS' EQUITY 1996 COMBINED ADJUSTMENTS COMBINATION ADJUSTMENTS OFFERING
-------------------- ----------- -------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable,
trade................ $ 1,695,366 $ 1,695,366 (524,466)(4) $ 1,170,900
Accounts payable to
related party........ 1,372,450 $(1,332,450)(2) 40,000 40,000
Accounts payable,
joint interest
owners............... 2,087,230 2,087,230 2,087,230
Accrued interest
payable.............. 74,354 74,354 74,354
Accrued liabilities... 322,309 322,309 322,309
Current portion of
notes payable........ 300,058 300,058 300,058
------ ----------- ----------- ----------- ----------- -----------
Total current
liabilities......... 5,851,767 (1,332,450) 4,519,317 (524,466) 3,994,851
NOTES PAYABLE........... 11,561,844 11,561,844 (11,450,000)(4) 111,844
DEFERRED INCOME TAXES... 248,673 (248,673)(5)
MINORITY INTEREST....... 2,267,185 (2,267,185)(6)
------ ----------- ----------- ----------- ----------- -----------
Total liabilities.... 19,929,469 (3,848,308) 16,081,161 (11,974,466) 4,106,695
Common stock, $.01 par
value; 40,000,000
shares authorized;
4,700,000 shares
issued and
outstanding pro forma
for the combination;
6,700,000 shares
issued outstanding
pro forma for the
offering............. $ 10 47,000 (1) 47,000 20,000 (4) 67,000
Additional paid-in
capital.............. 990 (420,369)(1) 3,428,939 29,740,000 (4) 31,668,939
1,332,450 (2) (1,500,000)(3)
248,673 (5)
2,267,185 (6)
Retained earnings.....
Supplementally
Combined Equity
(deficit)............ (373,369) 373,369 (1)
------ ----------- ----------- ----------- ----------- -----------
Total stockholders'
equity.............. 1,000 (373,369) 3,848,308 3,475,939 28,260,000 31,735,939
------ ----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY... $1,000 $19,556,100 $ $19,557,100 $16,285,534 $35,842,634
====== =========== =========== =========== =========== ===========
</TABLE>
See notes to unaudited pro forma combined financial statements.
F-5
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
OLD EDGE PRO FORMA PRO FORMA
SUPPLEMENTALLY PRO FORMA FOR THE PRO FORMA FOR THE
COMBINED ADJUSTMENTS COMBINATION ADJUSTMENTS OFFERING
-------------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
OIL AND NATURAL GAS
SALES.................. $7,719,478 $7,719,478 $7,719,478
---------- -------- ---------- -------- ----------
OPERATING EXPENSES:
Oil & natural gas
operating expenses... 1,600,085 1,600,085 1,600,085
Depreciation,
depletion and
amortization......... 1,613,022 1,613,022 1,613,022
General and
administrative....... 2,752,562 2,752,562 2,752,562
---------- -------- ---------- -------- ----------
Total operating
expenses........... 5,965,669 5,965,669 5,965,669
---------- -------- ---------- -------- ----------
OPERATING INCOME........ 1,753,809 1,753,809 1,753,809
OTHER INCOME AND
EXPENSES:
Interest expense...... (858,663) (858,663) $858,663(4)
Other income.......... 232,500 232,500 232,500
---------- -------- ---------- -------- ----------
NET INCOME BEFORE INCOME
TAXES AND MINORITY
INTEREST............... 1,127,646 1,127,646 858,663 1,986,309
INCOME TAX EXPENSE...... (394,675) $394,675(5)
MINORITY INTEREST....... (432,786) 432,786(6)
---------- -------- ---------- -------- ----------
NET INCOME.............. $ 300,185 $827,461 $1,127,646 $858,663 $1,986,309
========== ======== ========== ======== ==========
EARNINGS PER SHARE...... $ 0.24 $ 0.36
========== ==========
Weighted Average Shares
Outstanding............ 4,700,000 5,509,375
========== ==========
</TABLE>
See notes to unaudited pro forma combined financial statements.
F-6
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
OLD EDGE PRO FORMA PRO FORMA
SUPPLEMENTALLY PRO FORMA FOR THE PRO FORMA FOR THE
COMBINED ADJUSTMENTS COMBINATION ADJUSTMENTS OFFERING
-------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
OIL AND NATURAL GAS
SALES.................. $ 2,040,446 $ 2,040,446 $ 2,040,446
----------- -------- ----------- -------- -----------
OPERATING EXPENSES:
Oil & natural gas
operating expenses... 686,438 686,438 686,438
Depreciation,
depletion and
amortization......... 813,402 813,402 813,402
General and
administrative....... 2,483,560 2,483,560 2,483,560
----------- -------- ----------- -------- -----------
Total operating
expenses........... 3,983,400 3,983,400 3,983,400
----------- -------- ----------- -------- -----------
OPERATING LOSS.......... (1,942,954) (1,942,954) (1,942,954)
OTHER INCOME AND
EXPENSES:
Interest expense...... (315,342) (315,342) $315,342(4)
Gain on sale of oil
and gas property..... 3,337,076 3,337,076 3,337,076
----------- -------- ----------- -------- -----------
NET INCOME BEFORE INCOME
TAXES AND MINORITY
INTEREST............... 1,078,780 1,078,780 315,342 1,394,122
INCOME TAX EXPENSE...... (397,088) $397,088(5)
MINORITY INTEREST....... (575,811) 575,811(6)
----------- -------- ----------- -------- -----------
NET INCOME.............. $ 105,881 $972,899 $ 1,078,780 $315,342 $ 1,394,122
=========== ======== =========== ======== ===========
EARNINGS PER SHARE...... $ 0.23 $ 0.25
=========== ===========
Weighted Average Shares
Outstanding............ 4,700,000 5,509,375
=========== ===========
</TABLE>
See notes to unaudited pro forma combined financial statements.
F-7
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
OLD EDGE PRO FORMA PRO FORMA
SUPPLEMENTALLY PRO FORMA FOR THE PRO FORMA FOR THE
COMBINED ADJUSTMENTS COMBINATION ADJUSTMENTS OFFERING
-------------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
OIL AND NATURAL GAS
SALES.................. $1,993,796 $1,993,796 $1,993,796
---------- -------- ---------- -------- ----------
OPERATING EXPENSES:
Oil & natural gas
operating expenses... 304,627 304,627 304,627
Depreciation,
depletion and
amortization......... 593,398 593,398 593,398
General and
administrative....... 2,026,499 2,026,499 2,026,499
---------- -------- ---------- -------- ----------
Total operating
expenses........... 2,924,524 2,924,524 2,924,524
---------- -------- ---------- -------- ----------
OPERATING LOSS.......... (930,728) (930,728) (930,728)
OTHER INCOME AND
EXPENSES:
Interest expense...... (384,927) (384,927) $384,927(4)
Gain on sale of oil
and gas property..... 2,284,419 2,284,419 2,284,419
---------- -------- ---------- -------- ----------
NET INCOME BEFORE INCOME
TAXES AND MINORITY
INTEREST............... 968,764 968,764 384,927 1,353,691
INCOME TAX EXPENSE ..... (292,207) $292,207(5)
Minority interest..... (542,671) 542,671(6)
---------- -------- ---------- -------- ----------
NET INCOME.............. $ 133,886 $834,878 $ 968,764 $384,927 $1,353,691
========== ======== ========== ======== ==========
EARNINGS PER SHARE...... $ 0.21 $ 0.25
========== ==========
Weighted Average Shares
Outstanding............ 4,700,000 5,509,375
========== ==========
</TABLE>
See notes to unaudited pro forma combined financial statements.
F-8
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The Combination will be accounted for as a reorganization of entities under
common control because of the high degree of common ownership of the Company
by stockholders and by virtue of their direct ownership of the entities and
interests exchanged. Accordingly, the net assets acquired in the exchange
transactions will be recorded at the historical cost basis of the affiliate
predecessor owners.
Net income for the first quarter of 1997 will be adversely affected by non-
recurring expenses incurred in connection with the Combination Transactions.
2. PRO FORMA ADJUSTMENTS
The Pro Forma Combined Balance Sheet and Statements of Operations are based
on the supplementally combined balance sheet and statements of operations of
Old Edge as of December 31, 1996 and for each of the three years in the period
ended December 31, 1996, and gives effect to the consummation of the
Combination and the Offering as if such transactions had occurred on December
31, 1996 for the Pro Forma Combined Balance Sheet and on January 1, 1994 for
the Pro Forma Combined Statements of Operations, reflecting the adjustments
and assumptions described below:
(1) Reflects the proposed issuance of up to approximately 4,700,000
shares of common stock of the Company in connection with the exchange
offer, merger and acquisition transactions for the combined net assets of
the combined predecessor entities (the "Combination"). Accordingly, the
supplementally combined equity of Old Edge was reclassified to common stock
and additional paid-in capital.
(2) Reflects the satisfaction of an accrued administrative fee due the
general partner of Edge Group II, a combined predecessor entity, which will
be purchased with common stock of the Company, as a component of the
exchange offer transactions.
(3) Reflects the elimination of deferred offering costs accrued by the
Joint Venture which will be reimbursed by the Company from proceeds
received from the Offering.
(4) Reflects the receipt of the net proceeds from the Offering at an
assumed initial public offering price of $16.00 per share, estimated to be
approximately $28.3 million ($32.7 million if the Underwriters' over-
allotment option is exercised in full). The Company intends to use a
portion of the net proceeds to lend funds to the Joint Venture to repay
approximately $10.2 million of indebtedness incurred under the Revolving
Credit Facility that currently bears interest at 8% and matures on June 1,
1998, approximately $1.3 million of subordinated indebtedness that
currently bears interest at 10% and matures on April 8, 1998 and
approximately $1.5 million of offering costs including approximately
$524,000 incurred but not paid at December 31, 1996. The remainder of the
net proceeds will be used to provide working capital to the Company and for
general corporate purposes, including funding the Company's exploration,
development and acquisition activities. Following application of the
proceeds of the Offering, the Company anticipates its only long-term
indebtedness will consist of an aggregate of approximately $412,000
principal amount of equipment loans. On a pro forma basis, interest expense
would have been reduced by $384,927, and $315,342 and $858,662 for each of
the three years in the period ended December 31, 1996, respectively.
(5) See Pro Forma taxes at footnote 4.
(6) The Supplementally Combined Financial Statements of Old Edge combine
the results of Old Edge and the Joint Venture. The Joint Venture interests
not owned by Old Edge are recorded as minority interest. As a result of the
Combination Transactions, the minority interest has been eliminated from
the Pro Forma Combined Balance Sheet and Statements of Operations.
F-9
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)
3. ACCEPTANCE OF THE OFFER
The following table shows the Pro Forma Combined Balance Sheet and
Statements of Operations assuming possible levels of acceptance of the
exchange offer by limited partnership unit holders in Edge Group II giving
effect for the Combination Transactions.
PRO FORMA COMBINED BALANCE SHEET, DECEMBER 31, 1996
<TABLE>
<CAPTION>
LEVELS OF ACCEPTANCE
-----------------------------------
ASSETS 80% 90% 100%
------ ----------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................ $ 1,504,423 $ 1,519,750 $ 1,544,228
Accounts receivable, trade............... 1,759,798 1,870,025 2,038,889
Accounts receivable, joint interest
owners.................................. 2,295,039 2,438,791 2,659,025
Accounts receivable from related
parties................................. 239,494 226,516 186,562
Advances to stockholders................. 3,371 3,371 23,397
Other current assets..................... 77,295 82,730 91,059
----------- ----------- -----------
Total current assets................... 5,879,420 6,141,183 6,543,160
PROPERTY AND EQUIPMENT, Net--full cost
method of accounting for oil and gas
property.................................. 18,946,667 20,878,241 11,989,241
DEFERRED OFFERING COSTS.................... 834,731 902,511 1,006,379
OTHER ASSETS............................... 16,867 17,336 18,320
----------- ----------- -----------
TOTAL...................................... $25,677,685 $27,939,271 $19,557,100
=========== =========== ===========
<CAPTION>
LIABILITIES AND EQUITY
----------------------
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable, trade.................. $ 1,182,594 $ 1,208,198 $ 1,695,366
Accounts payable, joint interests
owners.................................. 2,317,751 2,403,998 2,087,230
Accounts payable to related party........ 40,000 40,000 40,000
Accrued interest payable................. 61,672 66,690 74,354
Accrued liabilities...................... 275,189 295,520 322,309
Current portion of notes payable......... 248,880 269,089 300,058
----------- ----------- -----------
Total current liabilities.............. 4,126,086 4,283,495 4,519,317
NOTES PAYABLE.............................. 9,589,856 10,368,546 11,561,844
COMMITMENTS AND CONTINGENCIES.............. -- -- --
----------- ----------- -----------
Total liabilities...................... 13,715,942 14,652,041 16,081,161
EQUITY..................................... 11,961,743 13,287,230 3,475,939
----------- ----------- -----------
TOTAL...................................... $25,677,685 $27,939,271 $19,557,100
=========== =========== ===========
</TABLE>
F-10
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<S> <C> <C> <C>
PRO FORMA COMBINED STATEMENT OF
OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
LEVELS OF ACCEPTANCE
-------------------------------------
80% 90% 100%
----------- ----------- -----------
<S> <C> <C> <C>
Oil and natural gas sales............. $ 6,407,752 $ 6,925,721 $ 7,719,478
----------- ----------- -----------
Operating expenses:
Oil and natural gas operating
expenses........................... 1,327,591 1,435,192 1,600,085
Depreciation, depletion and
amortization....................... 2,254,117 2,476,536 1,613,022
General and administrative.......... 2,234,806 2,441,435 2,752,562
----------- ----------- -----------
Total operating expenses.......... 5,816,514 6,353,163 5,965,669
----------- ----------- -----------
Income from operations................ 591,238 572,558 1,753,809
Other income and expenses:
Interest expense.................... (710,579) (769,053) (858,663)
Other income........................ 192,845 208,504 232,500
----------- ----------- -----------
Net Income before income taxes........ 73,504 12,009 1,127,646
Income tax expense....................
----------- ----------- -----------
Net Income............................ $ 73,504 $ 12,009 $ 1,127,646
=========== =========== ===========
Net Income per share.................. $0.02 $ -- $0.24
=========== =========== ===========
Average common share outstanding (in
thousands)........................... 4,102 4,322 4,700
=========== =========== ===========
</TABLE>
For levels of acceptance less than 100% the amounts shown above assume
consummation of the Merger with Old Edge and do not include any amounts
attributable to Gulfedge, Edge Group or the J.C. Calaway Interests, which
collectively do not materially affect the results. The 100% level of
acceptance includes 100% of the interests to be acquired in the Combination
Transactions. It is a condition to the consummation of the Combination
Transactions that holders of at least 70% of the outstanding Edge Group II
units must tender their interests. Amounts for the possible acceptance level
of 70% are not shown because management does not believe such an acceptance
level is reasonably probable.
Management of the Company believes the Combination Transactions will be
accounted for as a reorganization pursuant to SAB 47 because of the high
degree of common ownership among the combining entities and only equity
ownership interests in the entities will be exchanged. Accordingly, management
expects that the net assets acquired in the Combination Transactions will be
recorded at the historical cost basis of the affiliated predecessor owners.
However, if 10% or more of the general and limited partner interests of Edge
Group II or Gulfedge are not exchanged in their respective exchange offers,
then such exchange offer would not be considered a reorganization under common
control and purchase accounting would be applied. Under purchase accounting,
the net assets acquired in the Combination Transactions would be recorded at
the fair market value of the interests exchanged. Accordingly, the amounts
shown for the possible acceptance levels of 80% and 90% include adjustments to
the Pro forma Combined Balance Sheet for property and equipment, net and
equity and adjustments to the Pro Forma Combined Statements of Operations for
depreciation, depletion and amortization.
4. INCOME TAXES
The following pro forma income tax amounts have been presented for
disclosure purposes only. These amounts represent the Company"s estimated
provision for income taxes under the assumption that the Company has been a
taxpaying entity since inception of the Joint Venture (April 8, 1991). The
Joint Venture is not a taxpaying entity, and the applicable taxes are directly
taxable to the individual affiliate owners of the Joint Venture. Old Edge is a
taxpaying entity and, accordingly, the applicable taxes were paid by Old Edge.
F-11
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Under SFAS No. 109, deferred income taxes are recognized based on the
estimated future tax effect of differences between the financial statement and
tax bases of assets and liabilities given the provisions of enacted laws. At
December 31, 1996, the estimated tax basis of the Company's net assets is
approximately $3.2 million above the recorded financial statement amounts. In
addition, the Company had net operating loss carryforwards of approximately
$1.9 million. Had the combined companies been a tax paying entity a deferred
tax asset of approximately $1.8 million would have been available for future
use to offset future tax liabilities of the Company, subject to any
limitations imposed by the Combination. Upon consummation of the Combination
Transactions, the Company will become a taxable corporation. Due to the
uncertainty of future earnings, a valuation allowance may be used to offset
the net tax asset.
The difference between the statutory federal income taxes and the Company's
pro forma effective taxes is summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1994 1995 1996
--------- --------- --------- ---
<S> <C> <C> <C> <C>
Statutory federal income taxes......... $ 339,067 $ 377,573 $ 394,626
Recognition of net operating loss
carryforwards......................... (339,067) (377,573) (394,626)
--------- --------- ---------
Income tax expense..................... $ -- $ -- $ --
========= ========= =========
</TABLE>
The ultimate tax basis and related difference from financial basis cannot be
ultimately determined until consummation of the Combination Transactions and
such basis difference will change depending upon the level and nature of
operations and the amount of taxable income and deductions allocated to the
individual owners, limited partners and interests of the affiliated entities
through the date of the Combination. Such basis differences could vary
materially from the estimate.
F-12
<PAGE>
INDEPENDENT AUDITORS' REPORT
To Edge Petroleum Corporation:
We have audited the accompanying balance sheet of Edge Petroleum
Corporation, a recently formed Delaware corporation (the "Company"), as of
December 3, 1996. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Edge Petroleum Corporation as of
December 3, 1996, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Houston, Texas
December 3, 1996
F-13
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 3,
ASSETS 1996
- ------ -----------
<S> <C>
Cash............................................................... $1,000
======
<CAPTION>
STOCKHOLDERS' EQUITY
- --------------------
<S> <C>
Preferred stock; $.01 par value, 10,000,000 shares authorized; no
shares issued and outstanding..................................... $ --
Common stock; $.01 par value, 40,000,000 shares authorized; 1,000
shares issued and outstanding..................................... 10
Additional paid-in capital......................................... 990
------
Total stockholders' equity....................................... $1,000
======
</TABLE>
The accompanying notes are an integral part of this balance sheet.
F-14
<PAGE>
EDGE PETROLEUM CORPORATION
(A RECENTLY FORMED DELAWARE CORPORATION)
NOTES TO BALANCE SHEET
1. ORGANIZATION
Edge Petroleum Corporation (the "Company") was organized as a Delaware
corporation in August 1996 in connection with a pending combination of certain
properties and businesses (the "Combined Assets") in anticipation of the
closing of its proposed initial public offering of common stock. The Combined
Assets will consist of ownership interests in certain entities (the
"Predecessor Entities") and direct interests in oil and gas properties
currently held by Edge Joint Venture II (the "Joint Venture"). In the
"Combination Transactions," the Company plans to complete (i) a merger (the
"Merger") of Old Edge with Edge Mergeco, Inc. ("Mergeco"), a wholly owned
subsidiary of the Company organized for this purpose, in which the
shareholders of Old Edge will receive common stock; (ii) an exchange offer
(the "Edge Group II Exchange Offer") to the general and limited partners of
Edge Group II Limited Partnership ("Edge Group II"), in which such partners
will have the opportunity to exchange their interests in Edge Group II for
common stock, (iii) an exchange offer (the "Gulfedge Exchange Offer" and,
together with the Edge Group II Exchange Offer, the "Limited Partnership
Exchange Offers") to the limited partners of Gulfedge Limited Partnership, of
which Old Edge is the general partner ("Gulfedge" and, together with Edge
Group II, the "Limited Partnerships"), in which such limited partners will
have the opportunity to exchange their interests in Gulfedge for common stock;
(iv) an offer to purchase (the "Purchase Offer") from Edge Group Partnership
("Edge Group") its interest in the Joint Venture, for consideration consisting
of common stock; and (v) an exchange (the "Calaway Exchange") of interests in
certain oil and gas properties held by Mr. James C. Calaway ("Mr. J.C.
Calaway") for common stock. Upon consummation of the Combination Transactions,
the Company expects to acquire directly or indirectly substantially all of the
interests in the Joint Venture.
2. PREFERRED STOCK
The Board of Directors (the "Board") of the Company is empowered, without
approval of the stockholders, to cause shares of preferred stock to be issued
in one or more series, with the number of shares of each series to be
determined by the Board. The Board is authorized to fix and determine
variations in the voting power designations, preferences, and relative,
participating, optional or other special rights (including, without
limitation, special voting rights, rights to receive dividends or assets upon
liquidation, rights of conversion into common stock or other securities,
redemption provisions and sinking fund provisions) between series and between
the preferred stock and common stock.
Prior to completion of the Offering, the Company expects to change the
number of authorized shares of Preferred Stock to 5,000,000, and the number of
authorized shares of Common Stock to 25,000,000.
F-15
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
Edge Petroleum Corporation,
a Texas corporation
We have audited the accompanying supplementally combined balance sheets of
Edge Petroleum Corporation, a Texas corporation ("Old Edge"), (the "Company")
as of December 31, 1995 and 1996, and the related supplementally combined
statements of operations, equity (deficit) and cash flows for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the supplementally combined financial position of the Company at
December 31, 1995 and 1996, and the supplementally combined results of its
operations and cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
Houston, Texas
February 4, 1997
F-16
<PAGE>
EDGE PETROLEUM CORPORATION
SUPPLEMENTALLY COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
ASSETS 1995 1996
------ ----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.......................... $ 200,831 $ 1,543,228
Accounts receivable, trade......................... 1,167,920 2,038,889
Accounts receivable, joint interest owners......... 333,552 2,659,025
Accounts receivable from related parties........... 118,515 186,562
Advances to stockholders........................... 30,826 23,397
Other current assets............................... 36,954 91,059
----------- -----------
Total current assets............................. 1,888,598 6,542,160
PROPERTY AND EQUIPMENT, Net--full cost method of
accounting for oil and gas property................. 7,911,068 11,989,241
DEFERRED OFFERING COSTS.............................. 1,006,379
OTHER ASSETS......................................... 58,541 18,320
----------- -----------
TOTAL................................................ $ 9,858,207 $19,556,100
=========== ===========
<CAPTION>
LIABILITIES AND EQUITY
----------------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable, trade............................ $ 1,144,408 $ 1,695,366
Accounts payable, joint interest owners............ 2,087,230
Accounts payable to related party.................. 1,305,827 1,372,450
Accrued interest payable........................... 46,418 74,354
Accrued liabilities................................ 160,493 322,309
Current portion of notes payable................... 178,898 300,058
----------- -----------
Total current liabilities........................ 2,836,044 5,851,767
NOTES PAYABLE........................................ 5,945,076 11,561,844
LONG-TERM LIABILITY.................................. 46,245 --
DEFERRED INCOME TAXES................................ 87,036 248,673
MINORITY INTEREST.................................... 1,601,360 2,267,185
COMMITMENTS AND CONTINGENCIES........................ -- --
----------- -----------
Total liabilities................................ 10,515,761 19,929,469
EQUITY (DEFICIT)..................................... (657,554) (373,369)
----------- -----------
TOTAL................................................ $ 9,858,207 $19,556,100
=========== ===========
</TABLE>
See notes to supplementally combined financial statements.
F-17
<PAGE>
EDGE PETROLEUM CORPORATION,
SUPPLEMENTALLY COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------
1994 1995 1996
---------- ----------- ----------
<S> <C> <C> <C>
OIL AND NATURAL GAS SALES................. $1,993,796 $ 2,040,446 $7,719,478
---------- ----------- ----------
OPERATING EXPENSES:
Oil and natural gas operating expenses.. 304,627 686,438 1,600,085
Depreciation, depletion and
amortization........................... 593,398 813,402 1,613,022
General and administrative.............. 2,026,499 2,483,560 2,752,562
---------- ----------- ----------
Total operating expenses.............. 2,924,524 3,983,400 5,965,669
---------- ----------- ----------
OPERATING INCOME (LOSS)................... (930,728) (1,942,954) 1,753,809
OTHER INCOME AND EXPENSES:
Interest expense........................ (384,927) (315,342) (858,663)
Other Income............................ 232,500
Gain on sale of oil and gas property.... 2,284,419 3,337,076
---------- ----------- ----------
NET INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST........................ 968,764 1,078,780 1,127,646
INCOME TAX EXPENSE ....................... (292,207) (397,088) (394,675)
MINORITY INTEREST......................... (542,671) (575,811) (432,786)
---------- ----------- ----------
NET INCOME................................ $ 133,886 $ 105,881 $ 300,185
========== =========== ==========
</TABLE>
See notes to supplementally combined financial statements.
F-18
<PAGE>
EDGE PETROLEUM CORPORATION
SUPPLEMENTALLY COMBINED STATEMENTS OF EQUITY (DEFICIT)
<TABLE>
<S> <C>
BALANCE, JANUARY 1, 1994............................................ $(871,321)
Net income........................................................ 133,886
Treasury stock acquired........................................... (24,000)
Treasury stock reissued........................................... 12,000
---------
BALANCE, DECEMBER 31, 1994.......................................... (749,435)
Net income........................................................ 105,881
Treasury stock acquired........................................... (28,000)
Treasury stock reissued........................................... 14,000
---------
BALANCE, DECEMBER 31, 1995.......................................... (657,554)
Net income........................................................ 300,185
Treasury stock acquired........................................... (32,000)
Treasury stock reissued........................................... 16,000
---------
BALANCE, DECEMBER 31, 1996.......................................... $(373,369)
=========
</TABLE>
See notes to supplementally combined financial statements.
F-19
<PAGE>
EDGE PETROLEUM CORPORATION
SUPPLEMENTALLY COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................ $ 133,886 $ 105,881 $ 300,185
Adjustments to reconcile net income to
net cash provided (used) by operating
activities:
Depreciation, depletion and
amortization........................ 593,398 813,402 1,613,022
Gain on sale of oil and gas property. (2,284,419) (3,337,076)
Deferred income taxes................ 292,207 397,088 394,675
Minority interest.................... 542,671 575,811 432,786
Changes in assets and liabilities:
Accounts receivable, trade........... (268,785) 60,098 (870,969)
Accounts receivable, working interest
owners.............................. 54,302 (213,300) (2,325,473)
Accounts receivable from related
parties............................. (62,196) (23,480) (68,047)
Advance to stockholders.............. (14,111) 156 7,429
Other current assets................. (4,724) 16,778 (54,105)
Refundable federal income taxes......
Other assets......................... (41,133)
Accounts payable, trade.............. 145,424 420,257 550,958
Accounts payable, working interest
owners.............................. 2,087,230
Accounts payable to related parties.. 258,066 266,490 66,623
Accrued interest payable............. 32,199 12,996 27,936
Accrued liabilities.................. (32,345) 50,818 161,816
Deferred management fee revenues..... (20,000)
Long-term liability.................. 30,413 (31,557) (46,245)
----------- ----------- -----------
Net cash provided (used) by operating
activities.......................... (604,014) (926,771) 2,277,821
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and gas property and equipment
purchases............................ (6,809,437) (8,511,991) (10,466,754)
Proceeds from the sale of oil and gas
properties........................... 7,071,025 7,358,189 4,815,779
Proceeds from notes receivable........ 154,250
Issue of notes receivable............. (125,000)
----------- ----------- -----------
Net cash (used) provided by investing
activities.......................... 290,838 (1,153,802) (5,650,975)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable........... 105,000 313,131 5,987,000
Payment on notes payable.............. (475,000) (83,691) (249,070)
Proceeds from long-term notes payable. 590,000 5,300,000
Payment on long-term notes payable.... (652,696) (3,582,955)
Accounts receivable, subscriptions.... 20,000
Net treasury stock transactions....... (12,000) (14,000) (16,000)
Deferred offering costs............... (1,006,379)
----------- ----------- -----------
Net cash (used) provided by financing
activities.......................... (424,696) 1,932,485 4,715,551
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................ (737,872) (148,088) 1,342,397
CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR................................... 1,086,791 348,919 200,831
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF
PERIOD................................. $ 348,919 $ 200,831 $ 1,543,228
=========== =========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES--Cash
paid for interest...................... $ 381,833 $ 307,510 $ 844,849
</TABLE>
See notes to supplementally combined financial statements.
F-20
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMBINATION TRANSACTIONS--Edge Petroleum Corporation, a recently formed
Delaware corporation ("New Edge"), was incorporated in August 1996. In the
"Combination Transactions," New Edge plans to complete (i) a merger (the
"Merger") of Edge Petroleum Corporation, a Texas corporation ("Old Edge"),
with Edge Mergeco, Inc. ("Mergeco"), a wholly owned subsidiary of New Edge
organized for this purpose, in which the shareholders of Old Edge will receive
common stock of New Edge, (ii) an exchange offer (the "Edge Group II Exchange
Offer") to the general and limited partners of Edge Group II Limited
Partnership ("Edge Group II") in which such partners will have the opportunity
to exchange their interests in Edge Group II for common stock (iii) an
exchange offer (the "Gulfedge Exchange Offer") and, together with the Edge
Group II Exchange Offer (the "Limited Partnership Exchange Offers") to the
limited partners of Gulfedge Limited Partnership, of which Old Edge is the
general partner ("Gulfedge" and, together with Edge Group II, the "Limited
Partnerships"), in which such limited partners will have the opportunity to
exchange their interests in Gulfedge for common stock, (iv) an offer to
purchase (the "Purchase Offer") from Edge Group Partnership ("Edge Group") its
interest in the Edge Joint Venture II (the "Joint Venture"), for consideration
consisting of common stock and (v) an exchange (the "Calaway Exchange") of
interests in certain oil and gas properties held by Mr. James C. Calaway ("Mr.
J.C. Calaway") for common stock. Upon consummation of the Combination
Transactions, New Edge expects to acquire directly or indirectly substantially
all of the interest in the Joint Venture.
PRINCIPLES OF COMBINATION--Management of the Company believes the
Combination Transactions will be accounted for as a reorganization pursuant to
Staff Accounting Bulletin 47 because of the high degree of common ownership
among the combining entities and only equity ownership interests in the
entities will be exchanged. Accordingly, the consolidated accounts are
presented using the historical costs and results of operations of the
affiliated entities as if such entities had always been combined. All
intercompany balances will be eliminated in combination.
However, if 10% or more of the general and limited partner interests of Edge
Group II or Gulfedge are not exchanged in their respective exchange offers,
then such exchange offer would not be considered a reorganization and purchase
accounting would be applied. Under purchase accounting, the net assets
acquired in the Combination Transactions would be recorded at the fair market
value of the interests exchanged. It is a condition to the Combination
Transactions that no more 10% of the shareholders of Old Edge shall have
exercised their dissenter's rights with respect to the Merger. Management does
not expect any such dissenters to the Merger.
The accompanying supplementally combined financial statements include the
accounts of Old Edge and the Joint Venture both of which share common
ownership and management (collectively, the "Company"). The Joint Venture, a
general partnership, was formed by Old Edge, Edge Group II, Edge Group and
Gulfedge. The Joint Venture interests not owned by Old Edge are recorded as
minority interest.
NATURE OF OPERATIONS--The Company is an independent oil and gas exploration
and production company with operations primarily along the onshore United
States Gulf Coast. In its exploration efforts the Company emphasizes an
integrated geologic interpretation method incorporating 3-D seismic technology
and advanced visualization and data analysis techniques utilizing state-of-
the-art computer hardware and software. The Company focuses a majority of its
resources toward the development of its South Texas projects.
The term of the Joint Venture was to have expired on April 8, 1996 according
to the Joint Venture Agreement; however, the venturers extended the
dissolution date to December 31, 1996. The Joint Venture will continue to
operate under the terms of the original Joint Venture Agreement, as amended,
until the dissolution is completed.
F-21
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
REVENUE RECOGNITION. The Company recognizes oil and gas revenue from its
interests in producing wells as oil and gas is produced and sold from those
wells. Oil and gas sold in production operations is not significantly
different from the Company's share of production.
OIL AND GAS PROPERTY--During 1996, the Company changed its method of
accounting from the successful efforts method to the full cost method of
accounting for oil and gas property and adjusted all historical periods to
reflect the change in accounting. Management believes that the full cost
method of accounting better reflects the results of its oil and natural gas
exploration activities.
Investments in oil and gas properties are accounted for using the full cost
method of accounting. All costs associated with the acquisition, exploration
and development of oil and gas properties are capitalized.
Oil and gas properties are amortized using the unit-of-production method
using estimates of proved reserve quantities. Investments in unproved
properties are not amortized until proved reserves associated with the
projects can be determined or until impairment occurs. If the results of an
assessment indicate that the properties are impaired, the amount of impairment
is added to the proved oil and gas property costs to be amortized. The
amortizable base includes estimated future development costs and, where
significant, dismantlement, restoration and abandonment costs, net of
estimated salvage values. The depletion rate per Mcfe for the years ended
December 31, 1994, 1995 and 1996 was $0.42, $0.47 and $0.45, respectively.
Sales of proved and unproved properties are accounted for as adjustments of
capitalized costs with no gain or loss recognized, unless such adjustments
would significantly alter the relationship between capitalized costs and
proved reserves. Abandonments of properties are accounted for as adjustments
of capitalized costs with no loss recognized.
In addition, the capitalized costs of oil and gas properties are subject to
a "ceiling test," which limits such costs to the estimated present value,
discounted at a 10% interest rate, of future net cash flows from proved
reserves, based on current economic and operating conditions, plus the cost of
unproved prospects. If capitalized costs exceed this limit, the excess is
charged to depreciation, depletion and amortization. For the years ended
December 31, 1996, 1995, and 1994, no write-down of the Company's oil and gas
assets was necessary.
Depreciation of other property and equipment is provided using the straight-
line method based on estimated useful lives ranging from five to ten years.
DEFERRED LOAN AND ORGANIZATION COSTS--Deferred loan costs are capitalized as
deferred assets and amortized over five years or the term of the loan.
Organization costs have been capitalized and are amortized on a straight-line
basis over five years.
HEDGING ACTIVITIES--The Company periodically uses derivative financial
instruments to manage price risks related to natural gas sales and not for
speculative purposes. For book purposes, gains and losses related to the
hedging of anticipated transactions are recognized as income when the hedged
transaction occurs. The natural gas swap agreements generally provide for the
Company to receive or make counter-party payments on the differential between
a fixed price and a variable indexed price for natural gas. Total natural gas
purchased and sold under swap arrangements during the years ended December 31,
1996 and 1995 were 182 MMcf and 122 MMcf, respectively. Gains (losses)
realized by the Company under such swap arrangements were $5,270 and $(15,720)
for the years ended December 31, 1996 and 1995, respectively. There was no
hedging activity during 1994. Outstanding hedges at December 31, 1995 were not
material, and the Company had no existing hedging positions as of December 31,
1996.
STATEMENTS OF CASH FLOWS--The statements of cash flows are presented using
the indirect method and consider all highly liquid investments with original
maturities of three months or less to be cash equivalents.
F-22
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
FINANCIAL INSTRUMENTS--The Company's financial instruments consist of cash,
receivables, payables, long-term debt and natural gas commodity hedges. The
carrying amount of cash, receivables and payables approximates fair value
because of the short-term nature of these items. The carrying amount of long-
term debt approximates fair value since the individual borrowings were
negotiated or renegotiated during or after 1993 and/or bear interest at
floating market interest rates. The carrying amount of natural gas commodity
hedges approximates fair value based on the expected settlement amounts of
these transactions in 1996.
USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from these estimates.
Significant estimates include depreciation, depletion and amortization of
proved producing oil and gas properties; estimates of proved oil and gas
reserve volumes; and discounted future net cash flows (see Note 8).
CONCENTRATION OF CREDIT RISK--Substantially all of the Company's accounts
receivable result from oil and natural gas sales or joint interest billings to
third parties in the oil and gas industry. This concentration of customers and
joint interest owners may impact the Company's overall credit risk in that
these entities may be similarly affected by changes in economic and other
conditions. Historically, the Company has not experienced credit losses on
such receivables.
2. PROPERTY AND EQUIPMENT
At December 31, 1995 and 1996, property and equipment consisted of the
following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1996
----------- -----------
<S> <C> <C>
Oil and gas property.... $ 9,029,797 $13,860,040
Computer equipment...... 1,004,509 1,819,080
Other property and
equipment.............. 184,018 194,933
----------- -----------
Total property and
equipment.............. 10,218,324 15,874,053
Accumulated
depreciation, depletion
and amortization....... (2,307,256) (3,884,812)
----------- -----------
Property and equipment,
net.................... $ 7,911,068 $11,989,241
=========== ===========
</TABLE>
Oil and natural gas properties not subject to amortization consist of the
cost of undeveloped leaseholds, exploratory and developmental wells in
progress, and secondary recovery projects before the assignment of proved
reserves. These costs are reviewed periodically by management for impairment,
with the impairment provision included in the cost of oil and natural gas
properties subject to amortization. Factors considered by management in its
impairment assessment include drilling results by the Company and other
operators, the terms of oil and gas leases not held by production, production
response to secondary recovery activities and available funds for exploration
and development. The following table summarizes the cost of the properties not
subject to amortization for the year the cost was incurred:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
---------- ----------
<S> <C> <C>
Year cost incurred:
Remainder............................................ $ 503,390 $ 513,679
1994................................................. 744,744 564,789
1995................................................. 696,418 551,205
1996................................................. 2,255,293
---------- ----------
$1,944,552 $3,884,966
========== ==========
</TABLE>
F-23
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
During 1994 the Joint Venture issued a note payable for $91,695 to the
seller of certain seismic data. Subsequently, the Joint Venture entered into a
sales agreement with the same entity to sell the Joint Venture's interest in
an undeveloped oil and gas property for $1,491,695 resulting in a gain of
$1,288,363. As a component of the sales agreement, the note payable was used
to reduce the proceeds from the sale.
3. LONG-TERM DEBT
In April 1991 the Joint Venture borrowed, in the aggregate, $4,500,000 from
the RIMCO Partnerships and another partnership of which RIMCO is the general
partner, at an annual interest rate of 15.5% (the "RIMCO Note"). The Joint
Venture and such partnerships agreed to reduce the interest rate of the RIMCO
Note from 15.5% to 10% for the period from October 1, 1993 through September
30, 1995. Pursuant to such agreement, the Joint Venture conveyed to such
partnerships a 0.4% after-payout royalty interest, in the aggregate, in all
prospects sold by the Joint Venture during such period. The RIMCO Note was
repaid in March 1995.
During July 1995, the Joint Venture entered into a revolving credit facility
(the "Revolving Credit Facility") with a bank to finance temporary working
capital requirements. The Revolving Credit Facility provides up to $20,000,000
in available borrowings limited by a borrowing base (as defined by the
Revolving Credit Facility) which was $4,500,000 and $11,175,000 at December
31, 1995 and 1996, respectively. At December 31, 1995 and 1996, borrowings
outstanding under the Revolving Credit Facility totaled $4,500,000 and
$10,150,000, respectively. The Revolving Credit Facility provides for interest
at the lender's prime rate plus 0.75% (9.25% and 9.0% at December 31, 1995 and
1996, respectively). The borrowing base is subject to review by the bank on a
quarterly basis and may be adjusted subject to the provisions of the Revolving
Credit Facility.
In January 1995 the Joint Venture entered into a Subordinated Loan Agreement
(the "Subordinated Loan") with a shareholder of Old Edge. Such agreement
provides for a $1 million term loan and a $1 million line of credit. Drawdowns
under the line of credit require 30 days notice. At both December 31, 1995 and
1996, the aggregate amount outstanding under the Subordinated Loan was $1.3
million, including $0.3 million outstanding under the line of credit. The
principal is due, unless retired earlier by the Joint Venture, upon the
earlier of April 8, 1998 or the conclusion of the Joint Venture's wind-up
period. Interest at 10% per annum is due monthly. The Subordinated Loan is
secured by certain oil and gas properties, equipment and other assets of the
Joint Venture, but is subordinate to the Revolving Credit Facility. The
mortgage and security agreement restricts the transfer of properties, creation
of liens and other matters. The Subordinated Loan is without recourse to the
venturers. Under the Subordinated Loan Agreement, the shareholder has a right
to receive specified reversionary and overriding royalty interests on
prospects of the Joint Venture and certain rights to convert such interests
into common stock which is triggered by the execution of certain transactions
by the Joint Venture as defined within the Subordinated Loan Agreement.
F-24
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
At December 31, 1995 and 1996, notes payable and long-term debt consisted of
the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1995 1996
---------- ----------- ---
<S> <C> <C> <C>
Revolving credit facility, lenders' prime rate
plus 0.75%, interest payable monthly, maturing
June 1, 1998.................................... $4,500,000 $10,150,000
Note payable to bank, lenders' prime rate plus
0.75%, payable in monthly principal installments
of $7,500 plus accrued interest, matures March
1, 1997......................................... 180,000 90,000
Note payable to bank, lenders' prime rate plus
1.5%, payable in monthly principal installments
of $5,547 plus accrued interest, matures March
1, 1997......................................... 83,207 16,642
Note payable, 10.996% interest, payable in
monthly installments of principal and interest
of $2,326, matures June 22, 1998................ 60,767 38,470
Note payable, lenders' prime plus 0.75%, payable
in monthly principal installments of $14,042
plus accrued interest, matures July 1, 1998..... 266,790
Subordinated note payable to a shareholder of Old
Edge, 10% interest, interest payable monthly,
matures April 8, 1998........................... 1,300,000 1,300,000
---------- -----------
Total............................................ 6,123,974 11,861,902
Current portion.................................. (178,898) (300,058)
---------- -----------
Long-term portion................................ $5,945,076 $11,561,844
========== ===========
</TABLE>
Substantially all of the Joint Venture's property and equipment are pledged
as collateral on certain notes payable.
At December 31, 1996, notes payable require minimum principal payments as
follows:
<TABLE>
<S> <C>
1997.......................................................... $ 300,058
1998.......................................................... 11,561,844
-----------
Total....................................................... $11,861,902
===========
</TABLE>
The Revolving Credit Facility and certain other note agreements provide for
certain financial covenants and restrictions on the Joint Venture including,
but not limited to, limitations on additional borrowings, sales of its oil and
gas properties or other collateral, a prohibition of dividends and certain
distributions of cash or properties, a prohibition on certain liens, a
limitation on annual lease payments, and a requirement to maintain minimum
tangible net worth and other financial ratios. For the quarters ended March
31, 1996 and June 30, 1996, the Joint Venture was not in compliance with the
original cash flow/debt service ratio covenant. The Joint Venture has received
a waiver for such non-compliance, and the provisions of the covenants were
subsequently amended in August 1996 to be less stringent.
4. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is party to certain lawsuits and claims
arising in the ordinary course of business. While the outcome of lawsuits and
claims cannot be predicted with certainty, management does not expect these
matters to have a materially adverse effect on the Company's financial
condition, results of operations or cash flows.
At December 31, 1996, Old Edge was obligated under a noncancelable operating
lease for office space. Following is a schedule of the remaining future
minimum lease payments under this lease:
<TABLE>
<S> <C>
1997............................................................. $127,220
</TABLE>
Rent expense for the years ended December 31, 1994, 1995 and 1996 was
$164,436, $165,317 and $204,376, respectively.
F-25
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
5. INCOME TAXES
Deferred income taxes reflect the tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts calculated for income tax purposes.
Significant components of Old Edge's deferred tax liabilities and assets as
of December 31, 1994, 1995 and 1996 are as follows:
<TABLE>
<CAPTION>
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Deferred tax liability:
Loss allowed for tax purposes in excess of book
loss from Old Edge's partnership interest in the
Joint Venture................................... $279,455 $784,789 $920,119
Other............................................ 651 538 538
-------- -------- --------
Total.............................................. 280,106 785,327 920,657
-------- -------- --------
Deferred tax assets:
Net operating tax loss carryforwards............. 439,968 646,340 620,033
Other............................................ 49,725 51,951 51,951
Less valuation allowance......................... (209,587)
-------- -------- --------
Total deferred tax assets.......................... 280,106 698,291 671,984
-------- -------- --------
Net deferred tax liability......................... $ -- $ 87,036 $248,673
======== ======== ========
</TABLE>
The differences between the statutory federal income taxes and the Company's
effective taxes is summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Statutory federal income taxes..................... $339,068 $377,575 $394,675
Recognition of operating loss carryforwards........ (46,861)
Expense not deductible for tax purposes............ 19,513
-------- -------- --------
Income tax expense................................. $292,207 $397,088 $394,675
======== ======== ========
</TABLE>
As of December 31, 1996, Old Edge has net operating tax loss carryforwards
of $1.9 million which will begin to expire in the year 2007.
6. EQUITY
In 1991, Old Edge entered into an agreement with a related party to
repurchase 5,263 shares of its outstanding common stock. The repurchase
obligation is effective if holders of such shares demand repurchase between
January 1995 and January 1998. However, Old Edge will have no obligation to
repurchase these shares if it has registered common stock under the Securities
Exchange Act of 1933 prior to demand for repurchase. The amount to be paid for
these shares equals the percentage obtained by dividing 5,263 shares by the
total number of outstanding shares of Old Edge and multiplying this percentage
by the greater of (1) the net cash flow of Old Edge (as defined in the
agreement) or (2) the adjusted net worth of Old Edge (as defined in the
agreement).
During 1994, a third party entered into an agreement to acquire shares of
Old Edge's outstanding common stock from a shareholder. These shares are held
in escrow as security for a nonrecourse promissory note issued to the third
party by the shareholder. The final payment is due January 15, 1997. Upon
payment of each annual
F-26
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
principal amount, a proportionate number of shares will be released by the
shareholder from escrow to the third party. A stock repurchase agreement gives
Old Edge the option of participating in these annual principal payments. Upon
participation, Old Edge would take possession of its pro rata share of the
stock acquired. If Old Edge elects not to participate in a principal payment,
Old Edge shall be deemed to have forfeited the ownership rights in the stock
for which the payment pertains. As of December 31, 1996, approximately 1,264
shares had been repurchased by Old Edge through the agreement.
In 1994, Old Edge adopted the 1994 Incentive Stock Option Plan which
provides for the granting of options to certain key employees to purchase up
to 6,000 shares of Old Edge common stock. The recipient, timing and number of
shares are determined by the Board of Directors of Old Edge. The exercise
price of any options granted may not be less than 110% of the fair market
value of Old Edge's stock at the date of grant. In 1994 options to acquire
4,386 shares of Old Edge common stock were granted and were immediately vested
at prices ranging from $45.60 to $91.20 per share. No options were granted in
1995. The options expire in April 2004. No options were exercised or forfeited
during 1994, 1995 or 1996; thus all shares originally granted remained
exercisable at December 31, 1996.
In October 1995, the Financial Accounting Standards Board issued No. 123
("SFAS No. 123"). SFAS No. 123 is a new standard of accounting for stock-based
compensation and establishes a fair value method of accounting for awards
granted after December 31, 1995 under stock compensation plans. SFAS No. 123
encourages, but does not require, companies to adopt the fair value method of
accounting in place of the existing method of accounting for stock-based
compensation whereupon compensation costs are recognized only in situations
where stock compensation plans award intrinsic value to recipients at the date
of grant. Companies that do not adopt the fair value method of accounting
prescribed in SFAS No. 123 must, nonetheless, make annual pro forma
disclosures of the estimated effects on net income and earnings per share in
their year-end 1996 financial statements as if the fair value method had been
used for grants after December 31, 1994.
7. RELATED PARTY TRANSACTIONS
Edge Group II incurred management fees from the General Partner of $266,490
for each of the two years ended December 31, 1995 and $66,623 for the year
ended December 31, 1996. Included in accounts payable to related party at
December 31, 1995 and 1996 was $1,265,827 and $1,332,450, respectively,
representing accrued management fees due the General Partner.
At December 31, 1995 and 1996, included in advances to stockholders, was
$27,455 and $23,397, respectively, due from directors of Old Edge. At December
31, 1995, 1996, an employee owed Old Edge $3,492, which was included in
receivables from related parties.
At both December 31, 1995 and 1996, the Joint Venture was liable to a
shareholder of Old Edge for $1,300,000 of notes payable and at December 31,
1995, $11,041, of accrued interest (see Note 3).
Old Edge receives revenue from various related parties for maintaining
certain oil and gas properties. Representation fees amounted to $24,000,
$24,000 and $30,000 for the years ended December 31, 1994, 1995 and 1996,
respectively. At December 31, 1995 and 1996, was $3,306 and $10,188,
respectively, of representation fees due Old Edge was included in receivables
from related parties.
In May 1992, the Joint Venture became the managing venturer of the Essex
Royalty Joint Venture ("Essex") and Old Edge entered into a management
agreement with Essex. In September 1994, the Joint Venture became the managing
venturer of the Essex Royalty Joint Venture II ("Essex II") and Old Edge
entered into a management agreement with Essex II. During 1993, the Joint
Venture issued a $30,000 note receivable to Essex which was collected in 1994.
During 1994, the Joint Venture loaned $125,000 to Essex II. This loan, plus
F-27
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
accrued interest, was repaid during 1994. Under the management agreements with
Essex and Essex II (collectively, the "Essex Joint Ventures"), Old Edge
receives a monthly management fee for managing oil and gas joint ventures. For
the years ended December 31, 1994, 1995 and 1996, Old Edge recorded management
fee proceeds totaling $80,000, $120,000 and $120,000, respectively, and have
netted these amounts within general and administrative expenses. In addition,
these agreements stipulate that Old Edge is entitled to be reimbursed for
certain general and administrative expenses. Such expenses invoiced by Old
Edge to the Essex Joint Ventures for the years ended December 31, 1994, 1995
and 1996, amounted to $18,750, $40,250 and $67,000 respectively. At December
31, 1995 and 1996, Old Edge had a receivable from the Essex Joint Ventures of
$115,000 and $172,000, respectively, relating to these expenses and management
fees.
8. SUPPLEMENTARY FINANCIAL INFORMATION ON OIL AND GAS EXPLORATION, DEVELOPMENT
AND PRODUCTION ACTIVITIES (UNAUDITED)
This footnote provides supplementally combined unaudited information
required by SFAS No. 69, "Disclosures About Oil and Gas Producing Activities."
CAPITALIZED COSTS--Capitalized costs and accumulated depreciation, depletion
and amortization relating to the Company's oil and gas producing activities,
all of which are conducted within the continental United States, are
summarized below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Proved producing oil and gas
properties....................... $ 3,098,702 $ 7,085,245 $11,794,154
Accumulated depreciation,
depletion and amortization....... (1,178,985) (1,746,663) (3,210,838)
----------- ----------- -----------
Net capitalized costs............. $ 1,919,717 $ 5,338,582 $ 8,583,316
=========== =========== ===========
</TABLE>
COSTS INCURRED--Costs incurred in oil and gas property acquisition,
exploration and development activities are summarized below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
Acquisition costs:
Unproved.............................. $5,496,613 $3,658,573 $4,489,740
Proved................................ 26,236 91,025 36,386
Exploration costs....................... 670,270 2,642,025 2,632,696
Development costs....................... 238,341 1,149,548 2,342,831
---------- ---------- ----------
Gross costs incurred.................. 6,431,460 7,541,171 9,501,653
Less proceeds from sales of prospects... 7,071,025 4,008,189 2,229,835
---------- ---------- ----------
Net cost incurred..................... $ (639,565) $3,532,982 $7,271,818
========== ========== ==========
</TABLE>
Gross cost incurred excludes sales of proved and unproved properties which
are accounted for as adjustments of capitalized costs with no gain or loss
recognized, unless such adjustments would significantly alter the relationship
between capitalized costs and proved reserves.
RESERVES--Proved reserves are estimated quantities of oil and natural gas
which geological and engineering data demonstrate with reasonable certainty to
be recoverable in future years from known reservoirs under existing economic
and operating conditions. Proved developed reserves are proved reserves that
can reasonably be expected to be recovered through existing wells with
existing equipment and operating methods.
F-28
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Proved oil and natural gas reserve quantities and the related discounted
future net cash flows before income taxes for the periods presented are based
on estimates prepared by Ryder Scott Company, independent petroleum engineers.
Such estimates have been prepared in accordance with guidelines established by
the Securities and Exchange Commission.
The Company's net ownership interests in estimated quantities of proved oil
and natural gas reserves and changes in net proved reserves, all of which are
located in the continental United States, are summarized below. These
quantities include the minority interest in the Joint Venture as the Joint
Venture is consolidated.
<TABLE>
<CAPTION>
OIL, CONDENSATE AND NATURAL GAS
LIQUIDS (BBLS)
---------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
--------- ---------- ----------
<S> <C> <C> <C> <C>
Proved developed and undeveloped
reserves:
Beginning of year..................... 169,947 368,160 708,933
Revisions of previous estimates....... 28,492 156,687 (36,746)
Purchases of oil and gas properties... 84,116 6,275
Extensions and discoveries............ 146,213 278,268 245,703
Sales of oil and gas properties....... (36,572) (165,951)
Production............................ (60,608) (63,885) (109,225)
--------- ---------- ----------
End of year........................... 368,160 708,933 642,714
========= ========== ==========
Proved developed reserves at end of
year................................... 244,441 652,843 569,856
========= ========== ==========
Minority Interest:
Proved developed and undeveloped, end
of year.............................. 261,158 502,889 455,916
========= ========== ==========
Proved developed, end of year......... 173,397 463,101 404,233
========= ========== ==========
<CAPTION>
NATURAL GAS (MCF)
--------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------
1994 1995 1996
--------- ---------- ----------
<S> <C> <C> <C> <C>
Proved developed and undeveloped
reserves:
Beginning of year..................... 2,550,000 3,673,000 8,821,000
Revisions of previous estimates....... 1,465,329 277,863 (1,178,453)
Purchases of oil and gas properties... 37,000 1,047,000
Extensions and discoveries............ 204,000 6,247,000 8,154,000
Sales of oil and gas properties....... (1,910,962) (63,442)
Production............................ (583,329) (512,901) (2,316,105)
--------- ---------- ----------
End of year........................... 3,673,000 8,821,000 13,417,000
========= ========== ==========
Proved developed reserves at year end... 3,548,000 6,692,000 11,301,000
========= ========== ==========
Minority Interest:
Proved developed and undeveloped, end
of year.............................. 2,605,479 6,257,265 9,517,483
========= ========== ==========
Proved developed, end of year......... 2,516,809 4,747,037 8,016,477
========= ========== ==========
</TABLE>
F-29
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONTINUED)
STANDARDIZED MEASURE--The table of the Standardized Measure of Discounted
Future Net Cash Flows relating to the Company's ownership interests in proved
oil and gas reserves as of period end is shown below:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Future cash inflows..................... $13,143,411 $31,011,202 $63,446,170
Future oil and natural gas operating
expenses............................... (2,417,571) (5,906,519) (9,590,565)
Future development costs................ (164,894) (641,475) (982,603)
Future income tax expenses.............. (2,055,590) (5,883,983) (13,797,568)
----------- ----------- -----------
Future net cash flows................... 8,505,356 18,579,225 39,075,434
10% annual discount for estimating
timing of cash flows................... (1,725,504) (4,633,593) (8,875,265)
----------- ----------- -----------
Standardized measure of discounted
future net cash flows.................. $ 6,779,852 $13,945,632 $30,200,169
=========== =========== ===========
</TABLE>
The table of standardized measure of Discounted Future Net Cash Flows
includes the consolidation of the Joint Venture. The Minority Interest's share
of standardized measure of future net cash flows is $4,809,356, $9,892,474 and
$21,422,792, at December 31, 1994, 1995 and 1996, respectively.
Future cash flows are computed by applying year end prices of oil and
natural gas to year end quantities of proved oil and natural gas reserves.
Future operating expenses and development costs are computed primarily by the
Company's petroleum engineers by estimating the expenditures to be incurred in
developing and producing the Company's proved oil and natural gas reserves at
the end of the year, based on year end costs and assuming the continuation of
existing economic conditions.
Future income taxes are based on year end statutory rates, adjusted for
operating loss carryforwards and tax credits. A discount factor of 10% was
used to reflect the timing of future net cash flows. The standardized measure
of discounted future net cash flows is not intended to represent the
replacement cost or fair market value of the Company's oil and gas properties.
The standardized measure of discounted future net cash flows does not
purport, nor should it be interpreted, to present the fair value of the
Company's oil and natural gas reserves. An estimate of fair value would also
take into account, among other things, the recovery of reserves not presently
classified as proved, anticipated future changes in prices and costs, a
discount factor more representative of the time value of money and the risks
inherent in reserve estimates.
F-30
<PAGE>
EDGE PETROLEUM CORPORATION
NOTES TO SUPPLEMENTALLY COMBINED FINANCIAL STATEMENTS--(CONCLUDED)
CHANGES IN STANDARDIZED MEASURE--Changes in standardized measure of future
net cash flows relating to proved oil and gas reserves are summarized below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Changes due to current year operations:
Sales of oil and natural gas, net of
oil and natural gas operating
expenses............................. $(1,689,169) $(1,354,008) $(6,358,807)
Sales of oil and gas properties....... (3,113,415) (1,884,221)
Extensions and discoveries............ 1,612,402 10,194,038 22,901,796
Purchases of oil and gas properties... 485,609 540,345
Changes due to revisions in standardized
variables:
Prices and operating expenses......... (505,924) 408,398 8,668,053
Revisions of previous quantity
estimates............................ 2,060,290 1,935,454 (2,970,834)
Estimated future development costs.... (573) 62,740 (341,128)
Income taxes.......................... (654,726) (2,330,338) (5,728,481)
Accretion of discount................. 577,807 794,640 1,744,261
Production rates (timing) and other... (372,014) 27,926 223,898
----------- ----------- -----------
Net change.............................. 1,513,702 7,165,780 16,254,537
----------- ----------- -----------
Beginning of year....................... 5,266,150 6,779,852 13,945,632
----------- ----------- -----------
End of year............................. $ 6,779,852 $13,945,632 $30,200,169
=========== =========== ===========
</TABLE>
Sales of oil and natural gas, net of oil and natural gas operating expenses,
are based on historical pre-tax results. Sales of oil and gas properties,
extensions and discoveries, purchases of minerals in place and the changes due
to revisions in standardized variables are reported on a pre-tax discounted
basis, while the accretion of discount is presented on an after tax basis.
* * * * * *
F-31
<PAGE>
January 30, 1997
Edge Petroleum Corporation
2100 Texaco Heritage Plaza
Houston, Texas 77002
Gentlemen:
At your request, we have prepared an estimate of the reserves, future
production, and income attributable to certain combined leasehold and royalty
interests that are sought to be combined in Edge Petroleum Corporation, a
Delaware corporation, and which are currently held by Edge Joint Venture II
(Edge) and James C. Calaway as of December 31, 1996. The subject properties
are located in the states of Alabama, Louisiana, Mississippi, and Texas. The
income data were estimated using the Securities and Exchange Commission (SEC)
guidelines for future cost and price parameters.
The estimated reserves and future income amounts presented in this report
are related to hydrocarbon prices. December 1996 hydrocarbon prices were used
in the preparation of this report as required by SEC guidelines; however,
actual future prices may vary significantly from these prices. Therefore,
volumes of reserves actually recovered and amounts of income actually received
may differ significantly from the estimated quantities presented in this
report. A summary of the results of this study is shown below.
SEC PARAMETERS
ESTIMATED NET RESERVES AND INCOME DATA
CERTAIN LEASEHOLD AND ROYALTY INTERESTS OF
EDGE JOINT VENTURE II AND JAMES C. CALAWAY
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
PROVED
-----------------------------------------------
DEVELOPED
-----------------------
NON- TOTAL
PRODUCING PRODUCING UNDEVELOPED PROVED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET REMAINING RESERVES
Oil/Condensate--Barrels....... 346,395 172,474 71,584 590,453
Plant Products--Barrels....... 40,658 10,329 1,274 52,261
Gas--MMCF..................... 7,573 3,728 2,116 13,417
INCOME DATA
Future Gross Revenue.......... $33,402,147 $16,830,099 $8,835,357 $59,067,603
Deductions.................... 3,164,330 1,763,487 1,266,784 6,194,601
----------- ----------- ---------- -----------
Future Net Income (FNI)....... $30,237,817 $15,066,612 $7,568,573 $52,873,002
Discounted FNI @ 10%.......... $24,954,311 $ 9,046,705 $5,424,615 $39,425,631
</TABLE>
Liquid hydrocarbons are expressed in standard 42 gallon barrels. All gas
volumes are sales gas expressed in millions of cubic feet (MMCF) at the
official temperature and pressure bases of the areas in which the gas reserves
are located.
The proved developed non-producing reserves included herein are comprised of
behind-pipe and shut-in categories. A substantial portion of the proved
undeveloped reserves are associated with wells that have been drilled, but
require major expenditures for facilities, pipelines, and completions prior to
production. The various producing status categories are defined in the section
entitled "Definitions of Producing Status Categories" which is attached with
this report.
A-1
<PAGE>
The future gross revenue is after the deduction of production taxes. The
deductions are comprised of the normal direct costs of operating the wells
(including processing fees and ad valorem taxes), recompletion costs and
development costs. The future net income is before the deduction of state and
federal income taxes and general administrative overhead, and has not been
adjusted for outstanding loans that may exist nor does it include any
adjustment for cash on hand or undistributed income. No attempt was made to
quantify or otherwise account for any accumulated gas production imbalances
that may exist. Gas reserves account for approximately 77 percent and liquid
hydrocarbon reserves account for the remaining 23 percent of total future
gross revenue from proved reserves.
RESERVES INCLUDED IN THIS REPORT
The proved reserves included herein conform to the definition as set forth
in the Securities and Exchange Commission's Regulation S-X Part 210.4-10(a) as
clarified by subsequent Commission Staff Accounting Bulletins. Our definition
of proved reserves is included in the section entitled "Definitions of
Reserves" which is attached with this report.
ESTIMATES OF RESERVES
In general, the reserves included herein were predominantly estimated by the
volumetric method due to the limited production history of the wells
considered in this study. However, performance methods were used in certain
cases where characteristics of the data indicated this method was more
appropriate in our opinion. The reserves estimated by the performance method
utilized extrapolations of various historical data in those cases where such
data were definitive. Reserves were estimated by the volumetric method in
those cases where there were inadequate historical performance data to
establish a definitive trend or where the use of production performance data
as a basis for the reserve estimates was considered to be inappropriate.
The reserves included in this report are estimates only and should not be
construed as being exact quantities. They may or may not be actually
recovered, and if recovered, the revenues therefrom and the actual costs
related thereto could be more or less than the estimated amounts. Moreover,
estimates of reserves may increase or decrease as a result of future
operations.
FUTURE PRODUCTION RATES
Initial production rates are based on the current producing rates for those
wells now on production. Test data and other related information were used to
estimate the anticipated initial production rates for those wells or locations
which are not currently producing. If no production decline trend has been
established, future production rates were held constant, or adjusted for the
effects of curtailment where appropriate, until a decline in ability to
produce was anticipated. An estimated rate of decline was then applied to
depletion of the reserves. If a decline trend has been established, this trend
was used as the basis for estimating future production rates. For reserves not
yet on production, sales were estimated to commence at an anticipated date
furnished by Edge.
In general, we estimate that future gas production rates will continue to be
the same as the average rate for the latest available 12 months of actual
production until such time that the well or wells are incapable of producing
at this rate. The well or wells were then projected to decline at their
decreasing delivery capacity rate. Our general policy on estimates of future
gas production rates is adjusted when necessary to reflect actual gas market
conditions in specific cases.
The future production rates from wells now on production may be more or less
than estimated because of changes in market demand or allowables set by
regulatory bodies. Wells or locations which are not currently producing may
start producing earlier or later than anticipated in our estimates of their
future production rates.
HYDROCARBON PRICES
Edge furnished us with prices in effect at December 31, 1996 and these
prices were held constant except for known and determinable escalations.
Product prices which were actually used for each property reflect
A-2
<PAGE>
adjustment for gravity, quality, local conditions, and/or distance from
market. In accordance with SEC guidelines, changes in liquid and gas prices
subsequent to December 31, 1996 were not taken into account in this report.
Future prices used in this report are discussed in more detail in the section
entitled "Hydrocarbon Pricing Parameters" which is attached with this report.
COSTS
Operating costs for the leases and wells in this report are based on the
operating expense reports of Edge and include only those costs directly
applicable to the leases or wells. When applicable, the operating costs
include a portion of general and administrative costs allocated directly to
the leases and wells under terms of operating agreements. Development costs
were furnished to us by Edge and are based on authorizations for expenditure
for the proposed work or actual costs for similar projects. The current
operating and development costs were held constant throughout the life of the
properties. At the request of Edge, their estimate of zero net abandonment
costs after salvage value was used in this report. Ryder Scott has not
performed a detailed study of the abandonment cost nor the salvage value and
makes no warranty for Edge's estimate. No deduction was made for indirect
costs such as general administration and overhead expenses, loan repayments,
interest expenses, and exploration and development prepayments that are not
charged directly to the leases or wells.
GENERAL
While it may reasonably be anticipated that the future prices received for
the sale of production and the operating costs and other costs relating to
such production may increase or decrease from existing levels, such changes
were, in accordance with the rules adopted by the SEC, omitted from
consideration in making this evaluation.
The estimates of reserves presented herein were based upon a detailed study
of the properties in which Edge owns an interest; however, we have not made
any field examination of the properties. No consideration was given in this
report to potential environmental liabilities which may exist nor were any
costs included for potential liability to restore and clean up damages, if
any, caused by past operating practices. Edge has informed us that they have
furnished us all of the accounts, records, geological and engineering data,
and reports and other data required for this investigation. The ownership
interests, prices, and other factual data furnished by Edge were accepted
without independent verification. The estimates presented in this report are
based on data available through December 1996.
Neither we nor any of our employees have any interest in the subject
properties and neither the employment to make this study nor the compensation
is contingent on our estimates of reserves and future income for the subject
properties.
This report was prepared for the exclusive use of Edge Petroleum
Corporation. The data, work papers, and maps used in the preparation of this
report are available for examination by authorized parties in our offices.
Please contact us if we can be of further service.
Very truly yours,
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
/s/ Michael F. Stell
_____________________________________
Michael F. Stell, P.E.
Petroleum Engineer
MFS/sw
Approved:
/s/ Don P. Roesle
- -------------------------------------
Don P. Roesle, P.E.
Senior Vice President
A-3
<PAGE>
DEFINITIONS OF RESERVES
PROVED RESERVES (SEC DEFINITION)
Proved reserves of crude oil, condensate, natural gas, and natural gas
liquids are estimated quantities that geological and engineering data
demonstrate with reasonable certainty to be recoverable in the future from
known reservoirs under existing operating conditions, i.e., prices and costs
as of the date the estimate is made. Prices include consideration of changes
in existing prices provided only by contractual arrangements, but not on
escalation based on future conditions.
Reservoirs are considered proved if economic producibility is supported by
either actual production or conclusive formation test. In certain instances,
proved reserves are assigned on the basis of a combination of core analysis
and electrical and other type logs which indicate the reservoirs are analogous
to reservoirs in the same field which are producing or have demonstrated the
ability to produce on a formation test. The area of a reservoir considered
proved includes (1) that portion delineated by drilling and defined by fluid
contacts, if any, and (2) the adjoining portions not yet drilled that can be
reasonably judged as economically productive on the basis of available
geological and engineering data. In the absence of data on fluid contacts, the
lowest known structural occurrence of hydrocarbons controls the lower proved
limit of the reservoir.
Reserves that can be produced economically through the application of
improved recovery techniques are included in the proved classification when
these qualifications are met: (1) successful testing by a pilot project or the
operation of an installed program in the reservoir provides support for the
engineering analysis on which the project or program was based, and (2) it is
reasonably certain the project will proceed. Improved recovery includes all
methods for supplementing natural reservoir forces and energy, or otherwise
increasing ultimate recovery from a reservoir, including (1) pressure
maintenance, (2) cycling, and (3) secondary recovery in its original sense.
Improved recovery also includes the enhanced recovery methods of thermal,
chemical flooding, and the use of miscible and immiscible displacement fluids.
Proved natural gas reserves are comprised of non-associated, associated and
dissolved gas. An appropriate reduction in gas reserves has been made for the
expected removal of natural gas liquids, for lease and plant fuel, and for the
exclusion of non-hydrocarbon gases if they occur in significant quantities and
are removed prior to sale. Estimates of proved reserves do not include crude
oil, natural gas, or natural gas liquids being held in underground or surface
storage.
Proved reserves are estimates of hydrocarbons to be recovered from a given
date forward. They may be revised as hydrocarbons are produced and additional
data become available.
A-4
<PAGE>
RESERVE STATUS CATEGORIES
Reserve status categories define the development and producing status of
wells and/or reservoirs.
PROVED DEVELOPED (SEC DEFINITION)
Proved developed oil and gas reserves are reserves that can be expected to
be recovered through existing wells with existing equipment and operating
methods. Additional oil and gas expected to be obtained through the
application of fluid injection or other improved recovery techniques for
supplementing the natural forces and mechanisms of primary recovery should be
included as "proved developed reserves" only after testing by a pilot project
or after the operation of an installed program has confirmed through
production response that increased recovery will be achieved.
Developed reserves may be subcategorized as producing or non-producing using
the SPE/SPEE Definitions:
Producing
Producing reserves are expected to be recovered from completion
intervals open at the time of the estimate and producing. Improved
recovery reserves are considered to be producing only after an
improved recovery project is in operation.
Non-Producing
Non-producing reserves include shut-in and behind pipe reserves.
Shut-in reserves are expected to be recovered from completion
intervals open at the time of the estimate, but which had not started
producing, or were shut-in for market conditions or pipeline
connection, or were not capable of production for mechanical reasons,
and the time when sales will start is uncertain. Behind pipe reserves
are expected to be recovered from zones behind casing in existing
wells, which will require additional completion work or a future
recompletion prior to the start of production.
PROVED UNDEVELOPED (SEC DEFINITION)
Proved undeveloped oil and gas reserves are reserves that are expected to be
recovered from new wells on undrilled acreage, or from existing wells where a
relatively major expenditure is required for recompletion. Reserves on
undrilled acreage shall be limited to those drilling units offsetting
productive units that are reasonably certain of production when drilled.
Proved reserves for other undrilled units can be claimed only where it can be
demonstrated with reasonable certainty that there is continuity of production
from the existing productive formation. Under no circumstances should
estimates for proved undeveloped reserves be attributable to any acreage for
which an application of fluid injection or other improved technique is
contemplated, unless such techniques have been proved effective by actual
tests in the area and in the same reservoir.
A-5
<PAGE>
HYDROCARBON PRICING PARAMETERS
SEC PARAMETERS
OIL AND CONDENSATE
Edge furnished us with oil and condensate prices in effect at December 31,
1996 and these prices were held constant to depletion of the properties. In
accordance with Securities and Exchange Commission guidelines, changes in
liquid prices subsequent to December 31, 1996 were not considered in the
report.
PLANT PRODUCTS
Edge furnished us with plant product prices in effect at December 31, 1996
and these prices were held constant to depletion of the properties.
GAS
Edge furnished us with gas prices in effect at December 31, 1996 and with
its forecasts of future gas prices which take into account SEC guidelines,
current spot market prices, contract prices, and fixed and determinable price
escalations where applicable. In accordance with SEC guidelines, the future
gas prices used in this report make no allowances for future gas price
increases which may occur as a result of inflation nor do they make any
allowance for seasonal variations in gas prices which may cause future yearly
average gas prices to differ from December 1996 gas prices. For gas sold under
contract, the contract gas price including fixed and determinable escalations,
exclusive of inflation adjustments, was used until the contract expires and
then was adjusted to the current market price for the area and held at this
adjusted price to depletion of the reserves.
A-6
<PAGE>
[Map of the Gulf Coast showing the Company's active 3-D project areas]
<PAGE>
[Photograph showing Earth Cube visualization of 3-D seismic data cube]
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THIS OFFERING AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER TO SELL OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 12
Use of Proceeds........................................................... 19
Dividend Policy........................................................... 19
Dilution.................................................................. 20
Capitalization............................................................ 21
Selected Historical Supplementally Combined and Pro Forma Financial and
Operating Data........................................................... 22
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 25
Business.................................................................. 32
Management................................................................ 52
Certain Transactions...................................................... 61
Security Ownership of Certain Beneficial Owners and Management............ 69
Shares Eligible for Future Sale........................................... 71
Description of Capital Stock.............................................. 73
Underwriting.............................................................. 76
Legal Matters............................................................. 77
Experts................................................................... 77
Additional Information.................................................... 77
Glossary of Certain Industry Terms........................................ 79
Financial Statements...................................................... F-1
Letter of Ryder Scott..................................................... A-1
</TABLE>
-----------------
UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2,000,000 SHARES
EDGE PETROLEUM
CORPORATION
COMMON STOCK
-----------------
PROSPECTUS
-----------------
RAYMOND JAMES & ASSOCIATES, INC.
JEFFERIES & COMPANY, INC.
PRINCIPAL FINANCIAL SECURITIES, INC.
, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses (other than underwriting discounts
and commission) of the issuance and distribution of the securities being
registered, all of which shall be paid by the Company:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........... $ 11,849
NASD Filing Fee............................................... 4,410
Nasdaq National Market Fees*.................................. 34,823
Printing Expenses*............................................ 310,000
Legal Fees and Expenses*...................................... 625,000
Engineering Fees and Expenses*................................ 35,000
Accountants' Fees and Expenses*............................... 450,000
Blue Sky Fees and Expenses.................................... 10,000
Transfer Agent and Registrar Fees*............................ 2,000
Miscellaneous Expenses*....................................... 16,918
----------
Total....................................................... $1,500,000
==========
</TABLE>
- --------
* Amount shown also includes expenses associated with the Company's related
Registration Statement on Form S-4.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law
Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that the Court
of Chancery or such other court shall deem proper.
II-1
<PAGE>
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Section 145(d) of the DGCL states that any indemnification under subsections
(a) and (b) of Section 145 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in subsections (a) and (b). Such determination shall be made (1) by the board
of directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding or (2) if such a quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (3) by the
stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.
Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in this official capacity and as to action in
another capacity while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.
Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Certificate of Incorporation
The Certificate of Incorporation of the Company provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.
II-2
<PAGE>
Bylaws
The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was or has agreed to become a director or officer
of the Company or is or was serving or has agreed to serve at the request of
the Company as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director or officer
or in any other capacity while serving or having agreed to serve as a director
or officer, shall be indemnified and held harmless by the Company to the
fullest extent authorized by the DGCL, as the same exists or may thereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment) against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who has ceased to serve in the capacity which initially entitled such person
to indemnity thereunder, and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of the Company. The
Bylaws further provide that the right to indemnification conferred thereby
shall be a contract right and shall include the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the DGCL requires, the
payment of such expenses incurred by a current, former or proposed director or
officer in his or her capacity as a director or officer or proposed director
or officer (and not in any other capacity in which service was or is or has
been agreed to be rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Company of an undertaking, by or on behalf of such indemnified person, to
repay all amounts so advanced if it shall ultimately be determined that such
indemnified person is not entitled to be indemnified under the Bylaws or
otherwise. In addition, the Bylaws provide that the Company may, by action of
its board of directors, provide indemnification to employees and agents of the
Company, individually or as a group, with the same scope and effect as the
indemnification to employees and agents of the Company, individually or as a
group, with the same scope and effect as the indemnification of directors and
officers provided for in the Bylaws.
The Bylaws include related provisions meant to facilitate the indemnitee's
receipt of such benefits. These provisions cover, among other things: (i)
specification of the method of determining entitlement to indemnification and
the selection of independent counsel that will in some cases make such
determination; (ii) specification of certain time periods by which certain
payments or determinations must be made and actions must be taken; and (iii)
the establishment of certain presumptions in favor of an indemnitee. The
benefits of certain of these provisions are available to an indemnitee only if
there has been a change in control (as defined therein).
Indemnification Agreements
The Company expects to enter into Indemnification Agreements with each of
its directors. The Indemnification Agreements will provide that the Company
shall indemnify the director and hold him harmless from any losses and
expenses which, in type or amount, are not insured under the directors and
officers' liability insurance maintained by the Company, and generally
indemnifies the director against losses and expenses as a result of a claim or
claims made against him for any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or wrongfully attempted by
the director or any of the foregoing alleged by any claimant or any claim
against the director solely by reason of him being a director or officer of
the Company, subject to certain exclusions. The Indemnification Agreements
will also provide certain procedures regarding the right to indemnification
and for the advancement of expenses.
II-3
<PAGE>
Underwriting Agreement
The Underwriting Agreement provides for the indemnification of the directors
and officers of the Company in certain circumstances.
Insurance
The Company intends to obtain a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Edge Petroleum Corporation, a Delaware corporation, has not sold any
securities, registered or otherwise, within the past three years. Concurrently
with the closing of the Combination Transactions and this Offering, the
Company anticipates selling securities that are not registered with the
Commission as described below.
Pursuant to the Combination Agreement options to purchase an aggregate of
4,386 shares of Old Edge Common Stock granted under the Old Edge Plan to Mr.
Richard Dale and Mr. James D. Calaway on November 4, 1994, will be converted
into options to purchase 97,844 shares of Common Stock. Such transaction is
exempt from the registration requirements of the Securities Act by virtue of
Rule 701 thereunder and as not involving a sale under Section 2(3) thereof.
Such transaction will occur only if the Merger is consummated, which is itself
conditioned on the consummation of this Offering and the Edge Group II
Exchange Offer.
Pursuant to the Purchase Agreement between the Company and James C. Calaway
dated as of December 2, 1996, the Company agreed to purchase certain oil and
natural gas interests from Mr. Calaway in exchange for 42,015 shares of Common
Stock (assuming an initial public offering price of $16.00 per share). The
closing of such purchase is contingent on the consummation of this Offering,
the Merger and the Edge Group II Exchange Offer. Such transaction is exempt
from the registration requirements of the Securities Act by virtue of Section
4(2) thereof as a transaction not involving any public Offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
+1.1 --Form of Underwriting Agreement.
+2.1 --Amended and Restated Combination Agreement by and among (i) Edge
Group II Limited Partnership, (ii) Gulfedge Limited Partnership,
(iii) Edge Group Partnership, (iv) Edge Petroleum Corporation, (v)
Edge Mergeco, Inc. and (vi) the Company, dated as of January 13,
1997.
+3.1 --Restated Certificate of Incorporation of the Company, as amended.
+3.2 --Bylaws of the Company.
+4.1 --Form of certificate representing Common Stock.
+4.2 --Subordinated Promissory Note of Edge Joint Venture II dated January
3, 1995 in the original principal amount of $2,000,000 payable to
James C. Calaway, and related agreement, as amended.
+4.3 --Credit Agreement, as amended, dated as of July 11, 1995, between
Edge Joint Venture II and Compass Bank--Houston, as lender.
+4.4 --Security Agreements, as amended, dated as of July 11, 1995 of Edge
Joint Venture II in favor of Compass Bank--Houston.
--The Company is a party to several debt instruments under which the
total amount of securities authorized does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated
basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation
S-K, the Company agrees to furnish a copy of such instruments to the
Commission upon request.
+5 --Opinion of Baker & Botts, L.L.P.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
+10.1 --Joint Venture Agreement, as amended, dated April 8, 1991 among Edge
Group II Limited Partnership, New Edge Petroleum Corporation,
Gulfedge Limited Partnership and Edge Group Partnership.
+10.2 --Joint Venture Agreement between Edge Joint Venture II and Essex
Royalty Limited Partnership II, dated as of May 10, 1994.
+10.3 --Joint Venture Agreement between Edge Joint Venture II and Essex
Royalty Limited Partnership, dated as of April 11, 1992.
+10.4 --Agreement of Limited Partnership of Edge Group II Limited
Partnership, among John Sfondrini, Napamco, Ltd. and the limited
partners named therein.
+10.5 --Agreement of Limited Partnership of Gulfedge Limited Partnership by
and among Edge Petroleum Corporation, a Texas corporation, as general
partner, and the limited partners named therein, dated as of April 1,
1991.
+10.6 --Registration Rights Agreement between Edge Holding Company Limited
Partnership and the Company.
+10.7 --Form of Indemnification Agreement between the Company and each of
its directors.
+10.8 --Employment Agreement dated April 9, 1991 between Edge Petroleum
Corporation and John E. Calaway.
+10.9 --Incentive Plan of Edge Petroleum Corporation.
+10.10 --Employment Agreement between the Company and Michael G. Long.
+10.11 --Purchase Agreement between the Company and James C. Calaway dated as
of December 2, 1996.
+10.12 --Consulting Agreement of James C. Calaway dated March 18, 1989.
+10.13 --Stock Option Plan of Edge Petroleum Corporation, a Texas
corporation.
+21.1 --Subsidiaries of the Company.
23.1 --Consent of Deloitte & Touche LLP.
+23.2 --Consent of Ryder Scott Company.
+23.3 --Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
+23.4 --Consent of Robert W. Shower as nominee for director.
+24.1 --Power of Attorney.
+27.1 --Financial Data Schedule.
</TABLE>
- --------
+ Incorporated by reference from the exhibit bearing the same number attached
to the Registration Statement on Form S-4 (Registration No. 333-17269) filed
by Edge Petroleum Corporation, a Delaware corporation.
+ Previously filed.
(b) Financial Statement Schedules.
All schedules are omitted because they are not applicable or because the
required information is contained in the financial statements or notes thereto
included in this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the Underwriters,
at the closing specified in the Purchase Agreement, certificates representing
the shares of Common Stock offered hereby in such denominations and registered
in such names as required by the Underwriters to permit prompt delivery to each
purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a
II-5
<PAGE>
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as a
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and this Offering of such securities at that
time shall be deemed to be the initial bona fide Offering thereof.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
HOUSTON, STATE OF TEXAS, ON THE 21ST DAY OF FEBRUARY, 1997.
EDGE PETROLEUM CORPORATION
/s/ James D. Calaway
By:__________________________________
James D. Calaway
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON FEBRUARY 21, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John E. Calaway Chief Executive Officer and
____________________________________ Director (Principal Executive
John E. Calaway Officer)
/s/ Michael G. Long Chief Financial Officer
____________________________________ (Principal Financial Officer)
Michael G. Long
/s/ Richard S. Dale Controller, Treasurer and
____________________________________ Secretary (Principal Accounting
Richard S. Dale Officer)
/s/ James D. Calaway Director
____________________________________
James D. Calaway
* Director
____________________________________
Vincent Andrews
* Director
____________________________________
David B. Benedict
* Director
____________________________________
Nils Peterson
* Director
____________________________________
Stanley S. Raphael
* Director
____________________________________
John Sfondrini
</TABLE>
/s/ James D. Calaway
*By: ________________________________
(James D. Calaway, Attorney-in-Fact)
II-7
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Edge Petroleum
Corporation, a Delaware corporation, on Amendment No. 4 to Form S-1 of our
report dated February 4, 1997, relating to the supplementally combined
financial statements of Edge Petroleum Corporation, a Texas corporation, and
our report dated December 3, 1996, relating to the balance sheet of Edge
Petroleum Corporation, a Delaware corporation, appearing in the Prospectus,
which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
Houston, Texas
February 21, 1997
