HOUSTON, Nov. 9, 2009 (GLOBE NEWSWIRE) -- Edge Petroleum Corporation (Pink Sheets:EPEXQ) (Pink Sheets:EPXPQ) today reported financial and operating results for the third quarter of 2009 as follows:
* Production for the third quarter of 2009 was 2.6 Bcfe,
averaging 28.7 MMcfe per day.
* For the quarter ended September 30, 2009, we received cash
settlements paid by our counterparties on our derivative
contracts totaling $8.1 million pre-tax. We also recorded a
non-cash net unrealized pre-tax derivative loss of $7.1
million, which represents the change in the fair value of
our derivative contracts between June 30, 2009 and
September 30, 2009. These resulted in a net pre-tax
derivative gain of approximately $1.0 million included in
total revenue for the quarter ended September 30, 2009.
* Our third quarter 2009 net loss to common stockholders was
$8.4 million, or $0.36 basic and diluted loss per share.
* On July 10, 2009 we repaid $7.5 million of our outstanding
balance due to the lenders of our Fourth Amended and Restated
Credit Agreement dated as of January 30, 2007 (as amended,
the "Revolving Facility").
* On August 31, 2009, and after a series of other amendments
extending the maturity date of our Revolving Facility, we
entered into Amendment No. 9 ("Amendment No. 9") to our
Revolving Facility, which amendment changed the maturity date
of our Revolving Facility from August 31, 2009 to September
30, 2009.
* On September 30, 2009 all obligations under our Revolving
Facility became due and payable. We failed to make the required
payments due under our Revolving Facility on or before
September 30, 2009 which resulted in an event of default under
the Revolving Facility. As a result, on October 1, 2009
(the Filing Date), we and our subsidiaries filed voluntary
petitions (the "Chapter 11 Cases") for reorganization relief
under Chapter 11 of Title 11 of the United States Code, 11
U.S.C. section 101 et. seq., as amended (the "Bankruptcy
Code") in the United States Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division (the "Bankruptcy
Court"). In connection with the filing of the Chapter 11
Cases we entered into the Purchase Agreement described below
with a stalking horse bidder. The filing of the Chapter 11 Cases
constitutes an additional event of default under our Revolving
Facility. The total amount of principal, fees and interest
outstanding under the Revolving Facility was approximately
$227.6 million as of the Filing Date. We intend to operate our
business as debtor-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy
Court.
* On September 30, 2009, we, along with our subsidiaries, Edge
Petroleum Exploration Company ("EPEX"), Miller Exploration
Company ("Miller"), Edge Petroleum Operating Company, Inc.
("EPOC"), Edge Petroleum Production Company ("EPPC") and
Miller Oil Corporation ("Miller Oil" and, together with
EPEX, Miller, EPOC and EPPC, the "Subsidiaries" and, together
with Edge, the "Debtors") entered into a Purchase and Sale
Agreement (the "Purchase Agreement") with PGP Gas Supply Pool
No. 3 LLC (the "Proposed Purchaser") pursuant to which the
Proposed Purchaser will acquire all of the equity interests of
each of the reorganized Subsidiaries (together, the "Equity
Interests"). Pursuant to the Purchase Agreement, the effective
date for the sale of the equity interests of the reorganized
Subsidiaries is June 30, 2009. The consideration for the
Equity Interests to be conveyed pursuant to the Purchase
Agreement is $191 million, subject to certain adjustments as
provided in the Purchase Agreement, including a downward
adjustment related to certain changes in the NYMEX Strip
Price over the five year period from January 1, 2010
through December 31, 2014 (the "Gas Pricing Downward
Adjustment") which adjustment is capped at approximately
$23.9 million. The proceeds from the sale of the Equity
Interests will be used to substantially reduce our
indebtedness under the Revolving Facility. Consummation of
the transactions contemplated by the Purchase Agreement is
subject to higher and better offers received in a Bankruptcy
Court-supervised auction, approval of the Bankruptcy Court
and other customary closing conditions.
* On October 2, 2009, we received notice (the "Notice") from
the NASDAQ that our common stock and 5.75% series A cumulative
convertible perpetual preferred stock (the "Convertible
Preferred Stock") would be delisted from the NASDAQ at the
opening of business on October 13, 2009 pursuant to the
NASDAQ's Listing Rules 5100, 5110(b) and IM-5100-1, and that a
Form 25-NSE would be filed with the SEC, which would remove
our securities from listing and registration on the NASDAQ.
According to the Notice, the determination to delist our
securities was based on (i) the announcement by us on October
2, 2009 that we and each of our subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code and the associated public interest
concerns raised by such bankruptcy petitions; (ii) concerns
regarding the residual equity interest of the existing
listed securities holders; and (iii) concerns about our
ability to sustain compliance with all requirements for
continued listing on the NASDAQ. We decided not to appeal
the NASDAQ's determination to a Hearings Panel, pursuant to
the procedures set forth in the NASDAQ's Listing Rule 5800
Series and we did not take any further action to appeal the
NASDAQ's decision, and therefore our securities were delisted
on October 13, 2009.
A summary of our quarters and year to date results is shown below:
First Second Third Year to
Quarter Quarter Quarter Date
2009 2009 2009 2009
---------------------------------
Production, Bcfe 3.1 3.0 2.6 8.7
Percent Gas 70% 67% 68% 68%
Operating Costs Structure, $ per
Mcfe
--------------------------------
Oil and Natural Gas
Operating Expenses $1.23 $1.28 $1.20 $1.24
Severance and Ad Valorem
Taxes $0.35 $0.42 $0.12 $0.31
G&A (1) $1.38 $1.54 $1.88 $1.58
Depletion $3.16 $2.43 $2.45 $2.69
--------------------------------
(1) Assumes exclusion of non-cash share-based compensation costs for
restricted stock amortization and bad debt expense.
Third quarter production for 2009 was 2.6 Bcfe as compared to 4.0 Bcfe for the same period in 2008. Normal production declines, asset sales completed during early 2008 and decreased capital re-investment in replacing production as compared to historical levels contributed to our overall production decline in 2009. We have been operating under a severely limited reinvestment program while we have been engaged in our financial and strategic alternatives evaluation process and our related Chapter 11 Cases.
We reported a decrease in total revenue for the third quarter and year to date periods of 2009 compared to the same periods in 2008. Total revenue for the three and nine months ended September 30, 2009 was $11.1 million and $46.9 million compared to revenue of $106.6 million in the third quarter of 2008 and revenue of $116.8 million in the first nine months of 2008. Falling commodity prices in 2009 have resulted in net realized cash gains on derivatives for the third quarter of 2009 and year to date period ended September 30, 2009 of $8.1 million and $21.9 million, respectively. These gains partially offset the losses experienced from our physical commodity sales and unrealized derivative activity. In the same periods of 2008 we reported $12.2 million and $30.9 million, respectively, in net realized cash losses for derivatives. Unrealized gains totaled $75.7 million and $8.4 million for the three and nine month periods ended September 30, 2008.
Oil and gas operating expenses for the three months ended September 30, 2009 totaled approximately $3.2 million compared to approximately $4.0 million for the same period in 2008. Depletion costs for the third quarter of 2009 totaled approximately $6.5 million and averaged $2.45 per Mcfe compared to approximately $21.6 million and an average of $5.41 per Mcfe for the third quarter of 2008. At March 31, 2009 we recorded a non-cash full-cost ceiling test impairment on our oil and natural gas properties of approximately $78.3 million which lowered the third quarter depletion rate by approximately $0.70 per Mcfe. We were not required to record a full-cost ceiling test impairment at September 30, 2009. General and administrative ("G&A") costs, which include share-based compensation costs and bad debt expense, for the third quarter of 2009 were approximately $5.2 million, 19% lower than the comparable prior year period, primarily because of lower salary and benefit costs due to a reduced staff offset by the high costs of contract labor and our financial and strategic alternatives process and related reorganization expenses.
Third quarter 2009 net loss to common stockholders was approximately $8.4 million or $0.36 basic and diluted loss per share. The same period a year ago we reported a net loss to common stockholders of approximately $42.1 million, or $1.47 basic and diluted loss per share. The net loss to common stockholders for the first nine months of 2009 was approximately $94.7 million or $3.50 basic and diluted loss per share. During the same period a year ago we reported a net loss to common stockholders of approximately $90.2 million, or $3.15 basic and diluted loss per share.
Our sources and uses of cash were as follows:
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
---------------- ----------------
2009 2008 2009 2008
------- ------- ------- -------
(in millions)
Net Cash Provided By Operating
Activities $ 6.5 $ 23.8 $ 26.4 $ 77.2
Net Cash Used In Investing
Activities (1.3) (17.4) (8.9) (41.4)
Net Cash Used In Financing
Activities (7.5) (3.1) (12.5) (27.2)
Net cash flow provided by operating activities before working capital changes was approximately $5.6 million and approximately $16.2 million for the three months ended September 30, 2009 and 2008, respectively. Net cash flow provided by operating activities before working capital changes was approximately $19.9 million and $65.5 million for the nine months ended September 30, 2009 and 2008, respectively. See the attached schedule for a reconciliation of net cash flow provided by operating activities to net cash flow provided by operating activities before working capital changes.
Debt at September 30, 2009 was $226.5 million as compared to $239.0 million at December 31, 2008. Debt at September 30, 2009 and December 31, 2008 is presented as current due to changes in the maturity date of our Revolving Facility which ultimately resulted in all of our debt under the Revolving Facility being due on September 30, 2009.
In the normal course of business we enter into derivative contracts, including commodity price collars, swaps and floors, to seek to hedge or mitigate our exposure to commodity price movements. Our derivative contracts for 2009 are shown in the table below. We do not have any contracts in place that extend beyond 2009 and we eliminated the price caps reflected in the table below in early October 2009.
2009 DERIVATIVES
Volumes Price Price
Transaction per Day Floor(1) Cap(1) Term
---------------------------------------------------------------------
Natural Gas
Costless Collar 10,000 MMBtu $ 7.75 $ 10.00 Jan-09 Dec-09
Costless Collar 10,000 MMBtu $ 7.75 $ 10.08 Jan-09 Dec-09
Crude Oil
Costless Collar 300 Bbl $ 70.00 $ 93.55 Jan-09 Dec-09
----------------
(1) All natural gas prices are settled monthly at NYMEX Natural Gas
Index and crude oil prices are settled at West Texas
Intermediate Light Sweet Crude Oil Index.
The Company's management would like to again inform investors of its strong belief that it is likely that there will be no value for its common stockholders or its 5.75% series A cumulative convertible perpetual preferred stockholders in connection with the Chapter 11 Cases, even under the most optimistic of scenarios and that the contemplated plan of reorganization filed in connection with the Chapter 11 Cases does not currently contemplate such holders' receiving any recovery absent a substantially higher and better offer for the Equity Interests which is sufficient to pay the Company's secured and unsecured creditors in full (and with respect to the common stock to pay the liquidation preference on the 5.75% series A cumulative convertible perpetual preferred stock). In this regard, stockholders of a company in Chapter 11 generally receive value only if all claims of the company's secured and unsecured creditors are fully satisfied. In this case and based on the expected proceeds from the sale of the Equity Interests which is substantially less than the amount the Company's secured and unsecured creditors are owed, the Company's management strongly believes all such claims will not be fully satisfied, leading to its belief that the Company's common stock and 5.75% series A cumulative convertible perpetual preferred stock will have no value.
Additional information about the Company's restructuring, including access to court documents and other general information about the Chapter 11 cases, is available at www.KCCLLC.net/EdgePetroleum.
Edge Petroleum Corporation is a Houston-based independent energy company that focuses its exploration, production and marketing activities in selected onshore basins of the United States. Edge common stock and preferred stock are listed on the OTC Bulletin Board under the symbols "EPEXQ.PK" and "EPXPQ.PK," respectively.
The Edge Petroleum Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3537
Forward-Looking Statements
This press release may contain forward-looking information and statements regarding the Company. Any statements included in this press release that address activities, events or developments that the Company expects, believes, plans, projects, estimates or anticipates will or may occur in the future are forward-looking statements. We believe these judgments are reasonable, but actual results may differ materially due to a variety of important factors. Among other items, such factors might include:
* our inability to continue business operations during the Chapter 11 proceeding; * our ability to obtain court approval of our plan of reorganization and various other motions we expect to file as part of the Chapter 11 proceeding; * our ability to consummate our plan of reorganization as currently planned; * risks associated with third party motions in the Chapter 11 proceeding, which may interfere with our reorganization as currently planned; * our ability to seek, obtain and approve a higher or better offer as the winning bid in the bankruptcy court auction process; * our ability to close a purchase and sale agreement, whether with PGP or an offer from a higher and better bid; * the potential adverse effects of the Chapter 11 proceeding on our liquidity and results of operations; * our ability to retain and motivate key executives and other necessary personnel while seeking to implement our plan of reorganization; * our ability to continue as a going concern; * discussions with our bank lender group and our other creditors; * changes in general economic conditions; * uncertainties in reserve and production estimates; * unanticipated recovery or production problems; * unanticipated results from wells being planned, drilled or completed; * oil and natural gas prices and competition; * the impact of derivative positions; * production expense estimates; * cash flow estimates; future financial performance; * planned capital expenditures; and other matters that are discussed in the Company's filings with the Securities and Exchange Commission.
These statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to the Company's filings with the SEC, including Form 10-K for the year ended December 31, 2008, Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 and current reports on Form 8-K, for a discussion of these risks.
EDGE PETROLEUM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
--------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
2009 2008 2009 2008
------------------------------------------
OIL AND NATURAL GAS
REVENUE: (in thousands, except per share amounts
and prices)
Oil and natural gas
sales $ 10,125 $ 43,136 $ 34,797 $ 139,212
Gain (loss) on
derivatives 1,011 63,505 12,188 (22,452)
--------- --------- --------- ---------
Total revenue 11,136 106,641 46,985 116,760
--------- --------- --------- ---------
OPERATING EXPENSES:
Oil and natural gas
operating expenses 3,171 4,039 10,820 12,452
Severance and ad valorem
taxes 324 2,654 2,672 8,136
Depletion, depreciation,
amortization and
accretion 6,720 21,874 24,348 70,767
Impairment of oil and
natural gas properties -- 129,520 78,254 129,520
General and
administrative expense 5,152 6,380 14,666 15,592
--------- --------- --------- ---------
Total operating
expenses 15,367 164,467 130,760 236,467
--------- --------- --------- ---------
OPERATING LOSS (4,231) (57,826) (83,775) (119,707)
OTHER INCOME AND EXPENSE:
Other income 5 156 17 257
Interest expense, net of
amounts capitalized (3,016) (2,815) (8,328) (9,323)
Amortization of deferred
loan costs -- (239) (1,465) (717)
Reorganization expense (1,122) -- (1,122) --
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES (8,364) (60,724) (94,673) (129,490)
INCOME TAX BENEFIT
(EXPENSE) (42) 20,714 (42) 45,478
--------- --------- --------- ---------
NET LOSS (8,406) (40,010) (94,715) (84,012)
Preferred Stock Dividends -- (2,066) -- (6,199)
--------- --------- --------- ---------
NET LOSS TO COMMON
STOCKHOLDERS $ (8,406) $ (42,076) $ (94,715) $ (90,211
========= ========= ========= =========
BASIC LOSS PER SHARE $ (0.36) $ (1.47) $ (3.50) $ (3.15)
========= ========= ========= =========
DILUTED LOSS PER SHARE
(1) $ (0.36) $ (1.47) $ (3.50) $ (3.15)
========= ========= ========= =========
BASIC WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING 28,873 28,690 28,860 28,636
========= ========= ========= =========
DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING (1) 28,873 28,690 28,860 28,636
========= ========= ========= =========
Production:
Gas - MMcf 1,795 2,789 5,971 9,604
Natural gas liquids
(NGL) - MBbls 95 132 299 449
Oil - MBbls 46 68 163 230
Gas Equivalent - MMcfe 2,641 3,989 8,743 13,678
Realized Product Prices:
Gas - $ per Mcf (2)(3) $ 3.68 $ 27.86 $ 5.71 $ 7.98
NGL - $ per Bbl $ 21.55 $ 64.53 $ 20.72 $ 55.35
Oil - $ per Bbl (2)(4) $ 53.94 $ 301.16 $ 41.08 $ 66.49
Gas Equivalent - $ per
Mcfe (2)(5) $ 4.22 $ 26.73 $ 5.37 $ 8.54
Notes:
---------------------------------------------------------------------
(1) A net loss from continuing operations exists in 2009 and 2008,
and therefore, no potential common shares are included in the
calculation of diluted per share amounts because the effect
would be antidilutive. Potential common shares include 8.7
million shares of common stock resulting from an assumed
conversion of the Company's 5.75% Series A cumulative
convertible perpetual preferred stock, equivalent shares of the
Company's restricted stock units and common stock options.
(2) Includes the effect of derivative transactions.
(3) The average realized price, excluding unrealized derivative
losses related to our natural gas derivative contracts, was
$7.55 per Mcf and $7.02 per Mcf for the three- and nine-month
periods ended September 30, 2009, respectively. The average
realized price, excluding unrealized derivative gains and losses
related to our natural gas derivative contracts, was $7.66 per
Mcf and $7.99 per Mcf for the three- and nine-month periods ended
September 30, 2008, respectively.
(4) The average realized price, excluding unrealized derivative
gains and losses related to our oil derivative contracts, was
$56.54 per barrel and $52.84 per barrel for the three- and
nine-month periods ended September 30, 2009. The average
realized price, excluding unrealized derivative gains and
losses related to our oil derivative contracts, was $15.55 per
barrel and $29.64 per barrel for the three- and nine-month
periods ended September 30, 2008.
(5) The average realized price, excluding unrealized derivative
losses related to our derivative contracts, was $6.90 per Mcfe
and $6.49 per Mcfe for the three- and nine-month periods ended
September 30, 2009.The average realized price, excluding
unrealized derivative gains and losses related to our derivative
contracts, was $7.75 per Mcfe and $7.92 per Mcfe for the three-
and nine-month periods ended September 30, 2008.
EDGE PETROLEUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
--------------------------------------------------------------------
Sept. 30, Dec. 31,
2009 2008
-------------------
(in thousands)
ASSETS
TOTAL CURRENT ASSETS $ 31,489 $ 48,710
PROPERTY AND EQUIPMENT, Net - full cost
method of accounting for oil and natural gas
properties 215,467 307,059
OTHER ASSETS 613 1,828
-------- --------
TOTAL ASSETS $247,569 $357,597
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
TOTAL CURRENT LIABILITIES $237,862 $251,991
OTHER NON-CURRENT LIABILITIES 6,376 8,118
-------- -------
TOTAL LIABILITIES 244,238 260,109
TOTAL STOCKHOLDERS' EQUITY 3,331 97,488
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $247,569 $357,597
======== ========
EDGE PETROLEUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended
September 30,
---------------------
2009 2008
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES: (in thousands)
Net loss $ (94,715) $ (84,012)
Adjustments to reconcile net loss to net
cash provided by operating
activities:
Unrealized loss (gain) on the fair value of
derivatives 9,756 (8,402)
Loss on property -- 34
Deferred income taxes -- (45,491)
Depletion, depreciation, amortization and
accretion 24,348 70,767
Impairment of oil and natural gas properties 78,254 129,520
Gain on ARO settlement -- (83)
Amortization of deferred loan costs 1,465 717
Share-based compensation costs 558 2,371
Bad debt expense 263 90
Net effect of changes in operating assets and
liabilities 6,446 11,696
--------- ---------
Net cash provided by operating activities 26,375 77,207
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and natural gas property and equipment
additions (11,064) (50,515)
Decrease in drilling advances 1,163 798
Proceeds from the sale of oil and natural gas
properties 328 19,173
Overhedge derivative settlements 672 (10,905)
--------- ---------
Net cash used in investing activities (8,901) (41,449)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt (12,500) (21,000)
Preferred dividends paid -- (6,199)
--------- ---------
Net cash used in financing activities (12,500) (27,199)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 4,974 8,559
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,475 7,163
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 13,449 $ 15,722
========= =========
EDGE PETROLEUM CORPORATION
Non-GAAP Disclosure Reconciliation
I. Net Cash Flows Provided by Operating Activities
--------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
2009 2008 2009 2008
--------------------------------------
(in thousands)
Net cash flow provided by
operating activities $ 6,528 $ 23,767 $ 26,375 $ 77,207
Changes in working capital
accounts (958) (7,593) (6,446) (11,696)
-------- -------- -------- --------
Net cash flow provided by
operations before working
capital changes $ 5,570 $ 16,174 $ 19,929 $ 65,511
======== ======== ======== ========
Note: Management believes that net cash flow provided by operating
activities before working capital changes is relevant and
useful information that is commonly used by analysts,
investors and other interested parties in the oil and gas
industry as a financial indicator of an oil and gas company's
ability to generate cash used to internally fund exploration
and development activities and to service debt. Net cash flow
provided by operating activities before working capital
changes is not a measure of financial performance prepared in
accordance with accounting principles generally accepted in
the United States of America ("GAAP") and should not be
considered in isolation or as an alternative to net cash flow
provided by operating activities. In addition, since net cash
flow provided by operating activities before working capital
changes is not a term defined by GAAP, it might not be
comparable to similarly titled measures used by other
companies.