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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
August 9, 2006
Date of Report (Date of earliest event reported)
ENERGY PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 001-16179 72-1409562
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(Address of principal executive offices)
(504) 569-1875
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition
On August 9, 2006, we issued a press release with respect to our 2006 second
quarter earnings. The press release is furnished as Exhibit 99.1 to this Current
Report and incorporated by reference herein. The press release contains certain
measures (discussed below), which may be deemed "non-GAAP financial measures" as
defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as
amended.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1,
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and will not be incorporated by
reference into any registration statement filed under the Securities Act of
1933, as amended, unless specifically identified therein as being incorporated
therein by reference.
Management discloses discretionary cash flow. This non-GAAP financial measure
and reconciliation to the most comparable GAAP financial measure for the second
quarter of 2006 are included in Exhibit 99.1 to this Current Report, furnished
to the Securities and Exchange Commission.
Discretionary cash flow is defined as cash flow from operations before changes
in working capital and exploration expenditures. Discretionary cash flow is
widely accepted as a financial indicator of oil and natural gas company's
ability to generate cash, which is used to internally fund exploration and
development activities, pay dividends and service debt. Discretionary cash flow
is presented based on management's belief that this non-GAAP measure is useful
information to investors because it is widely used by professional research
analysts in the valuation, comparison, rating and investment recommendations of
companies within the oil and natural gas exploration and production industry.
The Company does not use this non-GAAP measure for any other purpose. Many
investors use the published research of these analysts in making their
investment decisions. Discretionary cash flow is not a measure of financial
performance under GAAP and should not be considered as an alternative to cash
flows from operating activities, as defined by GAAP, or as a measure of
liquidity, or an alternative to net income. Investors should be cautioned that
discretionary cash flow as reported by us may not be comparable in all instances
to discretionary cash flow as reported by other companies.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated August 9, 2006 announcing
earnings for the quarter ended June 30, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 9, 2006
ENERGY PARTNERS, LTD.
By: /s/ Joseph H. LeBlanc
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Joseph H. LeBlanc
Treasurer
(authorized officer and
principal financial officer)
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