157a32ee7ae84c4

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For  the quarterly period ended March 31, 2013 

OR

¨     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-16179

 

EPL Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

72-1409562

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

 

 

201 St. Charles Ave., Suite 3400 New Orleans, Louisiana

70170

(Address of principal executive offices)

(Zip code)

(504) 569-1875

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

x

 

 

 

 

Non-accelerated filer

¨  (Do not check if a smaller reporting company)

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  x    No  ¨ 

As of April 26, 2013, there were 39,256,817 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

 

 

 


 

 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

PART I—FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements:

 

 

 

Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2013 and December 31, 2012 

 

 

Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2013 and 2012 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2013 and 2012  

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)  

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  

20 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk  

28 

 

 

Item 4. Controls and Procedures  

29 

 

 

PART II—OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings  

29 

 

 

Item 1A. Risk Factors  

29 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  

31 

 

 

Item 3. Defaults Upon Senior Securities  

31 

 

 

Item 4. Mine Safety Disclosures  

31 

 

 

Item 5. Other Information  

31 

 

 

Item 6. Exhibits  

32 

 

 

 

 

 

 

 

 

2

 


 

 

PART I—FINANCIAL INFORMATION

Item 1.            FINANCIAL STATEMENTS.

EPL OIL & GAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2013

 

2012

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,325 

 

$

1,521 

Trade accounts receivable - net

 

 

74,464 

 

 

67,991 

Fair value of commodity derivative instruments

 

 

840 

 

 

3,302 

Deferred tax asset

 

 

5,117 

 

 

3,322 

Prepaid expenses

 

 

8,206 

 

 

9,873 

Total current assets

 

 

91,952 

 

 

86,009 

Property and equipment, at cost, under the successful efforts method of accounting

 

 

2,051,435 

 

 

2,025,647 

Less accumulated depreciation, depletion, amortization and impairments

 

 

(459,894)

 

 

(427,580)

Net property and equipment

 

 

1,591,541 

 

 

1,598,067 

Restricted cash

 

 

6,023 

 

 

6,023 

Fair value of commodity derivative instruments

 

 

15 

 

 

211 

Deferred financing costs -- net of accumulated amortization of $3,322 at March 31, 2013 and

 

 

 

 

 

 

$2,596 at December 31, 2012

 

 

12,064 

 

 

12,386 

Other assets

 

 

2,721 

 

 

2,931 

Assets held for sale

 

 

35,242 

 

 

 -

Total assets

 

$

1,739,558 

 

$

1,705,627 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

23,279 

 

$

34,772 

Accrued expenses

 

 

109,244 

 

 

117,372 

Asset retirement obligations

 

 

29,363 

 

 

30,179 

Fair value of commodity derivative instruments

 

 

14,583 

 

 

10,026 

Liabilities associated with assets held for sale

 

 

7,037 

 

 

 -

Total current liabilities

 

 

183,506 

 

 

192,349 

Long-term debt

 

 

680,502 

 

 

689,911 

Asset retirement obligations

 

 

203,985 

 

 

204,931 

Deferred tax liabilities

 

 

86,009 

 

 

67,694 

Fair value of commodity derivative instruments

 

 

3,805 

 

 

3,637 

Other

 

 

1,226 

 

 

1,132 

Liabilities associated with assets held for sale

 

 

4,220 

 

 

 -

Total liabilities

 

 

1,163,253 

 

 

1,159,654 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value. Authorized 1,000,000 shares; no shares issued

 

 

 

 

 

 

and outstanding at March 31, 2013 and December 31, 2012

 

 

 -

 

 

 -

Common stock, par value $0.001 per share. Authorized 75,000,000 shares; shares

 

 

 

 

 

 

issued: 40,779,030 and 40,601,887 at March 31, 2013 and December 31, 2012, 

 

 

 

 

 

 

respectively; shares outstanding: 39,256,817 and 39,103,203 at March 31, 2013

 

 

 

 

 

 

and December 31, 2012, respectively

 

 

40 

 

 

40 

Additional paid-in capital

 

 

512,340 

 

 

510,469 

Treasury stock, at cost, 1,522,213 and 1,498,684 shares at March 31, 2013 and

 

 

 

 

 

 

December 31, 2012, respectively

 

 

(21,053)

 

 

(20,477)

Retained earnings

 

 

84,978 

 

 

55,941 

Total stockholders’ equity

 

 

576,305 

 

 

545,973 

Total liabilities and stockholders' equity

 

$

1,739,558 

 

$

1,705,627 

 

See accompanying notes to condensed consolidated financial statements. 

3

 


 

 

EPL OIL & GAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2013

 

2012

Revenue:

 

 

 

 

 

 

Oil and natural gas

 

$

180,984 

 

$

98,772 

Other

 

 

1,365 

 

 

24 

Total revenue

 

 

182,349 

 

 

98,796 

Costs and expenses:

 

 

 

 

 

 

Lease operating

 

 

41,579 

 

 

18,411 

Transportation

 

 

650 

 

 

151 

Exploration expenditures and dry hole costs

 

 

1,933 

 

 

14,309 

Impairments

 

 

42 

 

 

2,314 

Depreciation, depletion and amortization

 

 

46,522 

 

 

23,908 

Accretion of liability for asset retirement obligations

 

 

6,032 

 

 

3,148 

General and administrative

 

 

7,092 

 

 

5,344 

Taxes, other than on earnings

 

 

2,860 

 

 

3,741 

Other

 

 

2,947 

 

 

175 

Total costs and expenses

 

 

109,657 

 

 

71,501 

Income from operations

 

 

72,692 

 

 

27,295 

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

10 

 

 

38 

Interest expense

 

 

(13,095)

 

 

(4,874)

Loss on derivative instruments

 

 

(13,951)

 

 

(20,062)

Total other income (expense)

 

 

(27,036)

 

 

(24,898)

Income before income taxes

 

 

45,656 

 

 

2,397 

Deferred income tax expense

 

 

(16,619)

 

 

(894)

Net income

 

 

29,037 

 

 

1,503 

Basic earnings per share

 

$

0.74 

 

$

0.04 

Diluted earnings per share

 

$

0.73 

 

$

0.04 

Weighted average common shares used in computing earnings per share:

 

 

 

 

 

 

Basic

 

 

38,823 

 

 

39,121 

Diluted

 

 

39,204 

 

 

39,298 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

4

 


 

 

EPL OIL & GAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2013

 

2012

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

29,037 

 

$

1,503 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation, depletion and amortization

 

 

46,522 

 

 

23,908 

Accretion of liability for asset retirement obligations

 

 

6,032 

 

 

3,148 

Unrealized loss on derivative contracts

 

 

7,383 

 

 

16,542 

Non-cash compensation

 

 

1,612 

 

 

991 

Deferred income taxes

 

 

16,519 

 

 

594 

Exploration expenditures

 

 

(87)

 

 

2,637 

Impairments

 

 

42 

 

 

2,314 

Amortization of deferred financing costs and discount on debt

 

 

1,318 

 

 

500 

Other

 

 

2,960 

 

 

168 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Trade accounts receivable

 

 

(6,473)

 

 

(2,516)

Prepaid expenses

 

 

1,667 

 

 

5,111 

Other assets

 

 

210 

 

 

(4)

Accounts payable and accrued expenses

 

 

(21,361)

 

 

11,247 

Asset retirement obligation settlements

 

 

(7,139)

 

 

(9,082)

Net cash provided by operating activities

 

 

78,242 

 

 

57,061 

Cash flows used in investing activities:

 

 

 

 

 

 

Property acquisitions

 

 

(2,210)

 

 

(88)

Exploration and development expenditures

 

 

(63,577)

 

 

(41,505)

Other property and equipment additions

 

 

(485)

 

 

(504)

Net cash used in investing activities

 

 

(66,272)

 

 

(42,097)

Cash flows provided by (used in) financing activities:

 

 

 

 

 

 

Repayment of indebtedness

 

 

(10,000)

 

 

 -

Deferred financing costs

 

 

(405)

 

 

(4)

Purchase of shares into treasury

 

 

 -

 

 

(3,668)

Exercise of stock options

 

 

239 

 

 

 -

Net cash provided by (used in) financing activities

 

 

(10,166)

 

 

(3,672)

Net increase (decrease) in cash and cash equivalents

 

 

1,804 

 

 

11,292 

Cash and cash equivalents at beginning of period

 

 

1,521 

 

 

80,128 

Cash and cash equivalents at end of period

 

$

3,325 

 

$

91,420 

 

 

See accompanying notes to condensed consolidated financial statements.             

 

5

 


 

 

EPL OIL & GAS, INC. AND SUBSIDIARIES  

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) Basis of Presentation

EPL Oil & Gas, Inc. (“we,” “our,” “us,” or “the Company”) was incorporated as a Delaware corporation on January 29, 1998. We are an independent oil and natural gas exploration and production company. Our current operations are concentrated in the U.S. Gulf of Mexico shelf focusing on state and federal waters offshore Louisiana.

The financial information as of March 31, 2013 and for the three-month periods ended March 31, 2013 and March 31, 2012 has not been audited. However, in the opinion of management, all adjustments (which include only normal, recurring adjustments) necessary to present fairly the financial position and results of operations for the periods presented have been included therein. Certain information and footnote disclosures normally in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. The condensed consolidated balance sheet at December 31, 2012 has been derived from the audited financial statements at that date. These financial statements and footnotes should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Annual Report”). The results of operations and cash flows for the first three months of the year are not necessarily indicative of the results of operations which might be expected for the entire year.

(2) Acquisitions and Dispositions

Subsequent Events  Sale of Non-Operated Bay Marchand Asset

On April 2, 2013, we sold certain shallow water Gulf of Mexico shelf oil and natural gas interests located within the non-operated Bay Marchand field (the “BM Interests”) to the property operator for $51.5 million in cash and the buyer’s assumption of liabilities recorded on our balance sheet of $11.3 million resulting in total consideration of $62.8 million, subject to customary adjustments to reflect the January 1, 2013 economic effective date. The following table summarizes the carrying amount of the net assets held for sale reported in our condensed consolidated balance sheet at March 31, 2013.

   

 

 

 

(In thousands)

 

Net property and equipment

$

35,242 

Asset retirement obligations

 

(4,220)

Other liabilities

 

(7,037)

Net assets held for sale

$

23,985 

The cash proceeds from this sale of assets are on deposit with a qualified intermediary in contemplation of a potential tax-deferred exchange of properties.  However, there can be no assurance that we will successfully execute such an exchange. If not used in connection with the second step of an exchange, these amounts become unrestricted in May 2013.

The Hilcorp Acquisition

On October 31, 2012,  we acquired from Hilcorp Energy GOM Holdings, LLC (“Hilcorp”) 100% of the membership interests of Hilcorp Energy GOM, LLC (the “Hilcorp Acquisition”), which owned certain shallow water Gulf of Mexico shelf oil and natural gas interests (the Hilcorp Properties”), for $550 million in cash, subject to customary adjustments to reflect an economic effective date of July 1, 2012.  As of December 31, 2012, the Hilcorp Properties had estimated proved reserves of approximately 37.2 Mmboe, of which 49% were oil and 58% were proved developed reserves.  The primary factors considered by management in acquiring the Hilcorp Properties include the belief that the Hilcorp Acquisition provides an opportunity to significantly increase our reserves, production volumes and drilling portfolio, while maintaining our focus on oil-weighted assets in our core area of expertise on the Gulf of Mexico shelf.  The Hilcorp Acquisition also provides us with access to infrastructure and extensive acreage, with significant exploitation and development potential.

The Hilcorp Acquisition was financed with cash on hand, the net proceeds from the sale of $300.0 million in aggregate principal amount of 8.25% senior notes due 2018 (“the 2012 Senior Notes”) and borrowings under our expanded senior credit facility. The 2012 Senior Notes were offered in a private placement only to qualified institutional buyers under Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or to persons outside of the United States in compliance with Regulation S promulgated under the Securities Act.  After deducting the initial purchasers’ discount, we realized net proceeds of  $289.5 million.  See Note 5, “Indebtedness,” for more information regarding our 2012 Senior Notes.

The following allocation of the purchase price is preliminary and includes estimates.  This preliminary allocation is based on information that was available to management at the time these consolidated financial statements were prepared and

6

 


 

 

takes into account current market conditions and estimated market prices for oil and natural gas.  Management has not yet had the opportunity to complete its assessment of fair values of the assets acquired and liabilities assumed.  In addition, the purchase price could change materially as management finalizes adjustments to purchase price provided for by the purchase and sale agreement.  Accordingly, the allocation may change materially as additional information becomes available and is assessed by management.

The following table summarizes the estimated values of assets acquired and liabilities assumed and reflects management’s estimate of customary adjustments to purchase price provided for by the purchase and sale agreement of approximately $7.5 million to reflect an economic effective date of July 1, 2012.

 

 

 

 

(In thousands)

July 1, 2012

Oil and natural gas properties

$

671,310 

Asset retirement obligations

 

(128,817)

Net assets acquired

$

542,493 

The South Timbalier Acquisition

On May 15, 2012, we acquired from W&T Offshore, Inc. (“W&T”) an asset package consisting of certain shallow-water Gulf of Mexico shelf oil and natural gas interests in our South Timbalier 41 field (the “ST41 Interests”) located in the Gulf of Mexico for $32.4 million in cash, subject to customary adjustments to reflect an economic effective date of April 1, 2012 (the “ST41 Acquisition”). We estimate that the proved reserves as of the April 1, 2012 economic effective date totaled approximately 1.0 Mmboe, of which 51% were oil and 84% were proved developed reserves. Prior to the ST41 Acquisition, we owned a 60% working interest in these properties, and W&T owned a 40% working interest. As a result of the ST41 Acquisition, we have become the sole working interest owner of the South Timbalier 41 field. We funded the ST41 Acquisition with cash on hand.

The following table summarizes the estimated values of assets acquired and liabilities assumed and reflects final adjustments to purchase price provided for by the purchase and sale agreement of approximately $0.7 million to reflect an economic effective date of April 1, 2012.  

 

 

 

(In thousands)

April 1, 2012

Oil and natural gas properties

$

33,587 

Asset retirement obligations

 

(1,878)

Net assets acquired

$

31,709 

We have accounted for our acquisitions using the purchase method of accounting for business combinations, and therefore we have estimated the fair value of the assets acquired and the liabilities assumed as of their respective acquisition dates. In the estimation of fair value, management uses various valuation methods including (i) comparable company analysis, which estimates the value of the acquired properties based on the implied valuations of other similar operations; (ii) comparable asset transaction analysis, which estimates the value of the acquired operations based upon publicly announced transactions of assets with similar characteristics; (iii) comparable merger transaction analysis, which, much like comparable asset transaction analysis, estimates the value of operations based upon publicly announced transactions with similar characteristics, except that merger analysis analyzes public to public merger transactions rather than solely asset transactions; and (iv) discounted cash flow analysis. The fair value is based on subjective estimates and assumptions, which are inherently subject to significant uncertainties which are beyond our control. These assumptions represent Level 3 inputs, as further discussed in Note 7, “Fair Value Measurements.”

7

 


 

 

Results of Operations and Pro Forma Information

The following table sets forth revenues and lease operating expenses attributable to the Hilcorp Properties and the ST41 Interests. 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2013

 

2012

 

 

(in thousands)

 

 

 

 

 

 

 

Hilcorp Properties:

 

 

 

 

 

 

Revenue

 

$

55,510 

 

$

 -

Lease operating expenses

 

$

19,068 

 

$

 -

ST 41 Interests:

 

 

 

 

 

 

Revenue

 

$

3,098 

 

$

 -

Lease operating expenses

 

$

608 

 

$

 -

We have determined that the presentation of net income attributable to the Hilcorp Properties and the ST41 Interests is impracticable due to the integration of the related operations upon acquisition.

The following supplemental pro forma information presents consolidated results of operations as if the Hilcorp Acquisition and the ST41 Acquisition had occurred on January 1, 2011. The supplemental unaudited pro forma information was derived from a) our historical consolidated statements of operations, b) the statements of operations of Hilcorp Energy GOM, LLC and c) the statements of revenues and direct operating expenses for the ST41 Interests, which were derived from our historical accounting records. This information does not purport to be indicative of results of operations that would have occurred had the acquisitions occurred on January 1, 2011, nor is such information indicative of any expected future results of operations.

 

 

 

 

 

 

 

Pro Forma

 

 

Three Months Ended

 

 

March 31,

 

 

2012

 

 

 

Revenue

 

$

156,626 

Net income

 

$

2,263 

Basic earnings per share

 

$

0.06 

Diluted earnings per share

 

$

0.06 

 

 

 

 (3) Earnings per Share

The following table sets forth the calculation of basic and diluted weighted average shares outstanding and earnings per share for the indicated periods.

 

 

 

 

 

 

 

 

 

Three Months Ended 

 

 

March 31,

 

 

2013

 

2012

 

 

(in thousands, except for share data)

Income (numerator):

 

 

 

 

 

 

Net income

 

$

29,037 

 

$

1,503 

Net income attributable to participating securities

 

 

(290)

 

 

(9)

Net income attributable to common shares

 

$

28,747 

 

$

1,494 

Weighted average shares (denominator):

 

 

 

 

 

 

Weighted average shares—basic

 

 

38,823 

 

 

39,121 

Dilutive effect of stock options

 

 

381 

 

 

177 

Weighted average shares—diluted

 

 

39,204 

 

 

39,298 

Basic earnings per share

 

$

0.74 

 

$

0.04 

Diluted earnings per share

 

$

0.73 

 

$

0.04 

8

 


 

 

 

The following table indicates the number of shares underlying outstanding stock-based awards excluded from the computation of dilutive weighted average shares because their effect was antidilutive for the periods indicated.

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

(in thousands)

 

2013

 

2012

Weighted average shares

 

 

167 

 

 

570 

 

 

 

 

 

(4) Asset Retirement Obligations

The following table reconciles the beginning and ending aggregate recorded amount of our asset retirement obligations. 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 2013

 

 

(in thousands)

Balance at December 31, 2012

 

$

235,110 

Accretion expense

 

 

6,032 

Liabilities incurred

 

 

191 

Revisions

 

 

3,374 

Liability associated with assets held for sale

 

 

(4,220)

Liabilities settled

 

 

(7,139)

Balance at March 31, 2013

 

 

233,348 

Less: End of period, current portion

 

 

29,363 

End of period, noncurrent portion

 

$

203,985 

 

 

 

 

(5) Indebtedness

The following table sets forth our indebtedness.

 

 

 

 

 

 

 

 

 

March 31,
2013

 

December 31,
2012

 

 

(In thousands)

8.25% senior notes issued February 14, 2011, face amount of $210.0 million, interest rate of

 

 

 

 

 

 

8.25% payable semi-annually,  in arrears on  February 15 and August 15 of each year,

 

 

 

 

 

 

maturity date February 15, 2018

 

$

205,319 

 

$

205,125 

8.25% senior notes issued October 25, 2012,  face amount of $300.0 million, interest rate of

 

 

 

 

 

 

8.25% payable semi-annually, in arrears on February 15 and August 15 of each year,

 

 

 

 

 

 

maturity date February 15, 2018

 

 

290,183 

 

 

289,786 

Senior credit facility, interest rate based on base rate or LIBOR plus a floating spread, maturity

 

 

 

 

 

 

date October 31, 2016

 

 

185,000 

 

 

195,000 

Total indebtedness

 

 

680,502 

 

 

689,911 

Current portion of indebtedness

 

 

 -

 

 

 -

Noncurrent portion of indebtedness

 

$

680,502 

 

$

689,911 

2011 Senior Notes

On February 14, 2011, we issued $210.0 million in aggregate principal amount of our 8.25% senior notes due 2018 (the “2011 Senior Notes”) under an Indenture dated as of February 14, 2011 (the “2011 Indenture”). We used the net proceeds from the offering of the 2011 Senior Notes of $202.0 million, after deducting the initial purchasers’ discount and offering expenses payable by us, to acquire an asset package consisting of certain shallow-water Gulf of Mexico shelf oil and natural gas interests surrounding the Mississippi River delta and a related gathering system from Anglo-Suisse Offshore Partners, LLC (“ASOP”) for a purchase price of $200.7 million, before adjustments to reflect an economic effective date of January 1, 2011(the “ASOP Acquisition”). The 2011 Senior Notes bear interest from the date of their issuance at an annual rate of 8.25% with interest due semi-annually, in arrears, on February 15th and August 15th of each year, commencing on

9

 


 

 

August 15, 2011. The 2011 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured senior basis initially by each of our existing direct and indirect domestic subsidiaries (other than immaterial subsidiaries). The 2011 Senior Notes will mature on February 15, 2018. The effective interest rate on the 2011 Senior Notes is approximately 9.0%. For additional information regarding the 2011 Senior Notes, see Note 7, “Indebtedness,” of our 2012 Annual Report.

2012 Senior Notes

On October 25, 2012, we issued $300.0 million in aggregate principal amount of our 2012 Senior Notes under an Indenture dated as of October 25, 2012 (the “2012 Indenture”).  As described in Note 2, “Acquisitions,” we used the net proceeds from the offering of the 2012 Senior Notes of $289.5 million, after deducting the initial purchasers’ discount, to fund a portion of the Hilcorp Acquisition.  The 2012 Senior Notes bear interest from August 15, 2012 at an annual rate of 8.25% with interest due semi-annually, in arrears on February 15th and August 15th of each year commencing on February 15, 2013. The purchase price of the 2012 Senior Notes included $4.8 million of accrued interest for the period from August 15, 2012 to October 25, 2012, which we recorded as interest payable. The 2012 Senior Notes are fully and unconditionally guaranteed on a senior basis initially by each of our existing direct and indirect domestic subsidiaries (other than immaterial subsidiaries). The 2012 Senior Notes mature on February 15, 2018. The effective interest rate on the 2012 Senior Notes is approximately 9.2%.

The 2012 Senior Notes were offered in a private placement only to qualified institutional buyers under Rule 144A promulgated under the Securities Act, or to persons outside of the United States in compliance with Regulation S promulgated under the Securities Act. The 2012 Senior Notes have terms that are substantially identical to the terms of our 2011 Senior Notes.   However, the 2012 Senior Notes were issued under a different indenture as a separate class of securities and therefore, until exchanged for an issue of additional notes to be publicly registered (the “Exchange Notes”), will not trade together with the 2011 Senior Notes.  Pursuant to a registration rights agreement executed as part of the sale of the 2012 Senior Notes (the “Registration Rights Agreement”), we have agreed to issue publicly registered additional notes under our 2011 Indenture in exchange for the 2012 Senior Notes.

Under the Registration Rights Agreement, we and our guarantor subsidiaries (the “Guarantors”) agreed to file a registration statement with the SEC offering to exchange the 2012 Senior Notes for the Exchange Notes under the 2011 Indenture which notes have terms substantially identical to the 2012 Senior Notes (except that the Exchange Notes will not be subject to restrictions on transfer or contain terms with respect to the payment of liquidation damages). We filed this registration statement on March 25, 2013 and it became effective on May 1, 2013.  The exchange offer will expire on June 3, 2013, unless extended. In certain circumstances, we may be required to file a shelf registration statement to cover resales of the notes. The use of the shelf registration statement will be subject to certain customary suspension periods. For more information regarding the 2012 Senior Notes, see Note 7, “Indebtedness,” of our 2012 Annual Report.

Senior Credit Facility

On February 14, 2011, we entered into our senior secured credit facility with BMO Capital Markets, as lead arranger, and Bank of Montreal, as administrative agent and a lender, and the other lender parties thereto (as amended and restated “Senior Credit Facility”). The original terms of our Senior Credit Facility established a revolving credit facility with a four-year term that could be used for revolving credit loans and letters of credit up to an aggregate principal amount of $250.0 million. On October 31, 2012, in connection with the Hilcorp Acquisition, through an amendment and restatement of our Senior Credit Facility,  the aggregate commitment under this facility was increased to a maximum of $750.0 million and the maturity date was extended to October 31, 2016.  The maximum amount of letters of credit that may be outstanding at any one time is $20.0 million. The amount available under the revolving credit facility is limited by the borrowing base. The borrowing base under our Senior Credit Facility has been determined at the discretion of the lenders, based on the collateral value of our proved reserves and is subject to potential special and regular semi-annual redeterminations. On October 31, 2012, the borrowing base was increased from $200.0 million to $425.0 million and remains at $425.0 million. As of March 31, 2013 and December 31, 2012, we had outstanding $185.0 million and $195.0 million, respectively.  For additional information regarding our Senior Credit Facility, see Note 7, “Indebtedness,” of our 2012 Annual Report.

(6) Derivative Instruments and Hedging Activities

We enter into derivative transactions to reduce exposure to fluctuations in the price of oil and natural gas for a portion of our production. Our fixed-price swaps fix the sales price for a limited amount of our production and, for the contracted volumes, eliminate our ability to benefit from increases in the sales price of the production. Our collars limit our exposure to declines in the sales price of oil while giving us the ability to benefit from increases to a certain level in the sales price of oil for a limited amount of our production. Derivative instruments are carried at their fair value on the condensed consolidated balance sheets as Fair value of commodity derivative instruments, and all unrealized and realized gains and losses are

10

 


 

 

recorded in Gain (loss) on derivative instruments in Other income (expense) in the condensed consolidated statements of operations. See Note 7 for information regarding fair values of our derivative instruments.

The following table sets forth our derivative instruments outstanding as of March 31, 2013.  

Oil Contracts

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-Price Swaps

 

 

Daily Average

 

 

 

Average

 

 

Volume

 

Volume

 

Swap Price

Remaining Contract Term

 

(Bbls)

 

(Bbls)

 

($/Bbl)

April 2013

 

 

12,783 

 

 

383,500 

 

 

104.73 

May 2013

 

 

12,727 

 

 

394,550 

 

 

104.63 

June 2013

 

 

12,217 

 

 

366,500 

 

 

104.41 

July 2013

 

 

11,445 

 

 

354,800 

 

 

104.87 

August 2013

 

 

6,219 

 

 

192,800 

 

 

104.70 

September 2013

 

 

6,233 

 

 

187,000 

 

 

104.45 

October 2013

 

 

5,719 

 

 

177,300 

 

 

103.94 

November 2013

 

 

6,233 

 

 

187,000 

 

 

103.93 

December 2013

 

 

9,156 

 

 

283,850 

 

 

103.24 

2013 Total

 

 

9,190 

 

 

2,527,300 

 

 

104.38 

 

 

 

 

 

 

 

 

 

 

January 2014

 

 

11,250 

 

 

348,750 

 

 

101.08 

February 2014

 

 

11,250 

 

 

315,000 

 

 

101.08 

March 2014

 

 

11,250 

 

 

348,750 

 

 

101.08 

April 2014

 

 

10,250 

 

 

307,500 

 

 

101.26 

May 2014

 

 

10,250 

 

 

317,750 

 

 

101.26 

June 2014

 

 

10,250 

 

 

307,500 

 

 

101.26 

July 2014

 

 

10,250 

 

 

317,750 

 

 

101.26 

August 2014

 

 

6,000 

 

 

186,000 

 

 

101.00 

September 2014

 

 

6,000 

 

 

180,000 

 

 

101.00 

October 2014

 

 

6,000 

 

 

186,000 

 

 

101.00 

November 2014

 

 

6,000 

 

 

180,000 

 

 

101.00 

December 2014

 

 

6,000 

 

 

186,000 

 

 

101.00 

2014 Total

 

 

8,715 

 

 

3,181,000 

 

 

101.13 

 

 

 

 

 

 

 

 

 

 

January 2015 - December 2015

 

 

1,500 

 

 

547,500 

 

 

97.70 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collars 

 

 

Daily Average

 

 

 

Average 

 

 

Volume

 

Volume

 

Swap Price 

Remaining Contract Term

 

(Bbls)

 

(Bbls)

 

($/Bbl)

April  2013—December 2013

 

 

1,000 

 

 

275,000 

 

$

80.00/104.10

 

 

11

 


 

 

Gas Contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-Price Swaps

 

 

Daily Average

 

 

 

Average

 

 

Volume

 

Volume

 

Swap Price

Remaining Contract Term

 

(Mmbtu)

 

(Mmbtu)

 

($/Mmbtu)

April 2013

 

 

11,000 

 

 

330,000 

 

 

3.42 

May 2013

 

 

10,000 

 

 

310,000 

 

 

3.46 

June 2013

 

 

9,000 

 

 

270,000 

 

 

3.50 

July 2013

 

 

9,000 

 

 

279,000 

 

 

3.53 

August 2013

 

 

8,500 

 

 

263,500 

 

 

3.55 

September 2013

 

 

8,500 

 

 

255,000 

 

 

3.55 

October 2013

 

 

8,000 

 

 

248,000 

 

 

3.58 

November 2013

 

 

7,500 

 

 

225,000 

 

 

3.67 

December 2013

 

 

6,500 

 

 

201,500 

 

 

3.83 

2013 Total

 

 

8,662 

 

 

2,382,000 

 

 

3.55 

 

 

 

 

 

 

 

 

 

 

January 2014 - December 2014

 

 

5,000 

 

 

1,825,000 

 

 

4.01 

January 2015 - December 2015

 

 

4,300 

 

 

1,569,500 

 

 

4.31 

 

The following table presents information about the components of our loss on derivative instruments.

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2013

 

2012

 

 

(in thousands)

Derivative contracts:

 

 

 

 

 

 

Unrealized loss due to change in fair value

 

$

(7,383)

 

$

(16,542)

Realized loss on settlement

 

 

(6,568)

 

 

(3,520)

Total loss on derivative instruments

 

$

(13,951)

 

$

(20,062)

 

 

 

 

(7) Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy with three levels based on the reliability of the inputs used to determine fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets and liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of March 31, 2013 and December 31, 2012, we held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis, primarily our commodity derivative instruments. The fair values of our derivative instruments were measured according to the market approach or, if necessary, the income approach using price inputs published by NYMEX and IntercontinentalExchange, Inc., or ICE. These price inputs include settled exchange prices and quoted prices for assets and liabilities similar to those held by us and meet the definition of Level 2 inputs within the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 requires disclosure of information about offsetting and related arrangements to enable users of financial statements to understand the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments. In January 2013, the FASB issued ASU No. 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” to clarify that ASU 2011-11 applies to derivatives, repurchase agreements and securities

12

 


 

 

lending transactions.  Our commodity derivative instruments are subject to the terms of agreements with each of our counterparties that provide for the liquidation and settlement of all transactions with that counterparty in the event of default or termination.  Our counterparties under these agreements are participants in our Senior Credit Facility.  Although our derivative instruments are subject to such enforceable set-off arrangements, we do not elect to offset amounts reported in our condensed consolidated balance sheet

The following table presents the fair values of our commodity derivative instruments at their gross amounts and reflects the impact of our set-off arrangements which qualify for net presentation.

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2013

 

2012

Fair value of commodity derivative instruments:

 

(in thousands)

Assets:

 

 

 

 

 

 

Current

 

$

840 

 

$

3,302 

Noncurrent

 

 

15 

 

 

211 

Total gross fair value

 

 

855 

 

 

3,513 

Less: counterparty set-off

 

 

(855)

 

 

(3,513)

Total net fair value

 

 

 -

 

 

 -

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Current

 

$

14,583 

 

$

10,026 

Noncurrent

 

 

3,805 

 

 

3,637 

Total gross fair value

 

 

18,388 

 

 

13,663 

Less: counterparty set-off

 

 

(855)

 

 

(3,513)

Total net fair value

 

 

17,533 

 

 

10,150 

The carrying values reported in the condensed consolidated balance sheet for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short term maturities of these instruments.  The fair values of the 2011 Senior Notes and 2012 Senior Notes are based on quoted prices, which are Level 1 inputs within the fair value hierarchy.  The carrying value of the Senior Credit Facility approximates its fair value because the interest rates are variable and reflective of market rates, which are Level 2 inputs within the fair value hierarchy.

The following table sets forth the carrying values and estimated fair values of our long-term indebtedness.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2013

 

 

December 31, 2012

 

 

(In thousands)

 

 

 

Carrying Value

 

 

Estimated Fair Value

 

 

Carrying Value

 

 

Estimated Fair Value

2011 Senior Notes

 

$

205,319 

 

$

224,511 

 

$

205,125 

 

$

214,700 

2012 Senior Notes

 

 

290,183 

 

 

318,750 

 

 

289,786 

 

 

309,900 

Senior Credit Facility

 

 

185,000 

 

 

185,000 

 

 

195,000 

 

 

195,000 

Total

 

$

680,502 

 

$

728,261 

 

$

689,911 

 

$

719,600 

We evaluate our capitalized costs of proved oil and natural gas properties for potential impairment when circumstances indicate that the carrying values may not be recoverable. Our assessment of possible impairment of proved oil and natural gas properties is based on our best estimate of future prices, costs and expected net future cash flows by property (generally analogous to a field or lease). An impairment loss is indicated if undiscounted net future cash flows are less than the carrying value of a property. The impairment expense is measured as the shortfall between the net book value of the property and its estimated fair value, which is measured based on the discounted net future cash flows from the property. The inputs used to estimate the fair value of our oil and natural gas properties are based on our estimates of future events, including projections of future oil and natural gas sales prices, amounts of recoverable oil and natural gas reserves, timing of future production, future costs to develop and produce our oil and natural gas and discount factors. These inputs meet the definition of Level 3 inputs within the fair value hierarchy. Impairments for the three months ended March 31, 2012 were primarily due to the decline in our estimate of future natural gas prices affecting one of our natural gas producing fields. This field was determined to have future net cash flows less than its carrying value resulting in the write down of this property to its estimated fair value at March 31, 2012.

13

 


 

 

As addressed in Note 2, “Acquisitions and Dispositions,” we apply fair value concepts in estimating and allocating the fair value of assets acquired and liabilities assumed in acquisitions in accordance with purchase accounting for business combinations. The inputs to the estimated fair values of assets acquired and liabilities assumed are described in Note 2.

(8) Commitments and Contingencies

On March 20, 2013, we were the high bidder on five leases at the Central Gulf of Mexico Lease Sale 227. The five high bid lease blocks cover a total of 13,892 acres on a gross and net basis and are all located in the shallow Gulf of Mexico within our core area of operations. Our share of the high bids totaled approximately $2.1 million. 

We maintain restricted escrow funds in a trust for future abandonment costs at our East Bay field. The trust was originally funded over time with $15 million and, with accumulated interest, increased to $16.7 million at December 31, 2008. We may draw from the trust upon completion of qualifying abandonment activities at our East Bay field. At March 31, 2013, we had $6.0 million remaining in restricted escrow funds for decommissioning work in our East Bay field, which will remain restricted until substantially all required decommissioning in the East Bay field is complete. Amounts on deposit in the trust account are reflected in Restricted cash on our condensed consolidated balance sheets.

We record liabilities when we deliver production that is in excess of our interest in certain properties. In addition to these imbalances, we may, from time to time, be allocated cash sales proceeds in excess of amounts that we estimate are due to us for our interest in production. These allocations may be subject to further review, may require more information to resolve or may be in dispute. In July 2010, we were notified by a purchaser of oil production from one of our non-operated fields that we were allocated, and received sales proceeds from, more oil production than we actually sold to that purchaser. These third party misallocations may date back to 2006. The oil purchaser’s initial estimate of the oil volumes misallocated to us was approximately 74,000 barrels, which may be valued at up to $6.9 million based on information provided by the oil purchaser. We have previously recorded an amount that we believe may be payable related to a potential reallocation, which amount is reflected in the accompanying condensed consolidated balance sheets in Liabilities associated with assets held for sale as of March 31, 2013 and in Accrued expenses as of December 31, 2012.   As part of the consideration for its purchase of the BM Interests, the buyer is assuming any amounts due related to this matter.  See Note 2, “Acquisitions and Dispositions-Subsequent Events-Sale of Non-Operated Bay Marchand Asset” for more information.

We and our oil and gas joint interest owners are subject to periodic audits of the joint interest accounts for leases in which we participate and/or operate. As a result of these joint interest audits, amounts payable or receivable by us for costs incurred or revenue distributed by the operator or by us on a lease may be adjusted, resulting in adjustments, increases or decreases, to our net costs or revenues and the related cash flows. Such adjustments may be material. When they occur, these adjustments are recorded in the current period, which generally is one or more years after the related cost or revenue was incurred or recognized by the joint account.

In the ordinary course of business, we are a defendant in various other legal proceedings. We do not expect our exposure in these other proceedings, individually or in the aggregate, to have a material adverse effect on our financial position, results of operations or liquidity.

(9) Supplemental Condensed Consolidating Financial Information

In connection with the 2011 Senior Notes and the 2012 Senior Notes offerings described in Note 5, all of our existing direct and indirect domestic subsidiaries (other than immaterial subsidiaries) (the “Guarantor Subsidiaries”) jointly and severally guaranteed the payment obligations under our 2011 Senior Notes and 2012 Senior Notes.  The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Guarantor Subsidiary can be automatically released and relieved of its obligations under certain customary circumstances contained in the indentures governing the 2011 Senior Notes and the 2012 Senior Notes.  So long as other applicable provisions of the indentures are adhered to, these customary circumstances include: when a Guarantor Subsidiary is declared “unrestricted” for covenant purposes, when the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied, or when the Guarantor Subsidiary is sold or sells all of its assets. The following supplemental financial information sets forth, on a consolidating basis, the balance sheets, statements of operations and cash flow information for EPL Oil & Gas, Inc. (Parent Company Only) and for the Guarantor Subsidiaries. We have not presented separate financial statements and other disclosures concerning the Guarantor Subsidiaries because management has determined that such information is not material to investors.

The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements. Certain reclassifications were made to conform all of the financial information to the financial presentation on a consolidated basis. The principal eliminating entries eliminate investments in subsidiaries, intercompany balances and intercompany revenues and expenses.

14

 


 

 

Supplemental Condensed Consolidating Balance Sheet

As of March 31, 2013 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent

 

 

 

 

 

 

 

 

Company

 

Guarantor

 

 

 

 

 

 

Only

 

Subsidiaries

 

Eliminations 

 

Consolidated 

 

 

(In thousands)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,325 

 

$

 -

 

$

 -

 

$

3,325 

Trade accounts receivable - net

 

 

74,335 

 

 

129 

 

 

 -

 

 

74,464 

Intercompany receivables

 

 

45,889 

 

 

 -

 

 

(45,889)

 

 

 -

Fair value of commodity derivative instruments

 

 

840 

 

 

 -

 

 

 -

 

 

840 

Deferred tax asset

 

 

5,117 

 

 

 -

 

 

 -

 

 

5,117 

Prepaid expenses

 

 

8,206 

 

 

 -

 

 

 -

 

 

8,206 

Total current assets

 

 

137,712 

 

 

129 

 

 

(45,889)

 

 

91,952 

Property and equipment

 

 

1,788,465 

 

 

262,970 

 

 

 -

 

 

2,051,435 

Less accumulated depreciation, depletion, amortization and impairments

 

 

(384,030)

 

 

(75,864)

 

 

 -

 

 

(459,894)

Net property and equipment

 

 

1,404,435 

 

 

187,106 

 

 

 -

 

 

1,591,541 

Investment in affiliates

 

 

115,619 

 

 

 -

 

 

(115,619)

 

 

 -

Restricted cash

 

 

6,023 

 

 

 -

 

 

 -

 

 

6,023 

Fair value of commodity derivative instruments

 

 

15 

 

 

 -

 

 

 -

 

 

15 

Deferred financing costs

 

 

12,064 

 

 

 -

 

 

 -

 

 

12,064 

Other assets

 

 

2,631 

 

 

90 

 

 

 -

 

 

2,721 

Assets held for sale

 

 

27,906 

 

 

7,336 

 

 

 -

 

 

35,242 

Total assets

 

$

1,706,405 

 

$

194,661 

 

$

(161,508)

 

$

1,739,558 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

23,279 

 

$

 -

 

$

 -

 

$

23,279 

Intercompany payables

 

 

 -

 

 

45,889 

 

 

(45,889)

 

 

 -

Accrued expenses

 

 

109,190 

 

 

54 

 

 

 -

 

 

109,244 

Asset retirement obligations

 

 

24,237 

 

 

5,126 

 

 

 -

 

 

29,363 

Fair value of commodity derivative instruments

 

 

14,583 

 

 

 -

 

 

 -

 

 

14,583 

Liabilities associated with assets held for sale

 

 

7,037 

 

 

 -

 

 

 -

 

 

7,037 

Total current liabilities

 

 

178,326 

 

 

51,069 

 

 

(45,889)

 

 

183,506 

Long-term debt

 

 

680,502 

 

 

 -

 

 

 -

 

 

680,502 

Asset retirement obligations

 

 

187,030 

 

 

16,955 

 

 

 -

 

 

203,985 

Deferred tax liabilities

 

 

75,786 

 

 

10,223 

 

 

 -

 

 

86,009 

Fair value of commodity derivative instruments

 

 

3,805 

 

 

 -

 

 

 -

 

 

3,805 

Other

 

 

1,226 

 

 

 -

 

 

 -

 

 

1,226 

Liabilities associated with assets held for sale

 

 

3,425 

 

 

795 

 

 

 -

 

 

4,220 

Total liabilities

 

 

1,130,100 

 

 

79,042 

 

 

(45,889)

 

 

1,163,253 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Common stock

 

 

40 

 

 

 -

 

 

 -

 

 

40 

Additional paid-in capital

 

 

512,340 

 

 

85,479 

 

 

(85,479)

 

 

512,340 

Treasury stock, at cost

 

 

(21,053)

 

 

 -

 

 

 -

 

 

(21,053)

Retained earnings

 

 

84,978 

 

 

30,140 

 

 

(30,140)

 

 

84,978 

Total stockholders’ equity

 

 

576,305 

 

 

115,619 

 

 

(115,619)

 

 

576,305 

Total liabilities and stockholders' equity

 

$

1,706,405 

 

$

194,661 

 

$

(161,508)

 

$

1,739,558 

 

 

15

 


 

 

Supplemental Condensed Consolidating Balance Sheet

As of December 31, 2012 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent

 

 

 

 

 

 

 

 

Company

 

Guarantor

 

 

 

 

 

 

Only

 

Subsidiaries

 

Eliminations 

 

Consolidated 

 

 

(In thousands)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,521 

 

$

 -

 

$

 -

 

$

1,521 

Trade accounts receivable - net

 

 

66,994