e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2009
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-16295
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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75-2759650 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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777 Main Street, Suite 1400, Fort Worth, Texas
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76102 |
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(Address of principal executive offices)
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(Zip Code) |
(817) 877-9955
(Registrants telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
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 þ No o
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 during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ |
Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
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Number of shares of common stock, $0.01 par value, outstanding as of July 31, 2009 |
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52,793,909 |
ENCORE ACQUISITION COMPANY
INDEX
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information included in this Quarterly Report on Form 10-Q (the Report) and our
other materials filed with the United States Securities and Exchange Commission (SEC), or in
other written or oral statements made or to be made by us, other than statements of historical
fact, are forward-looking statements as defined by the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements give our current
expectations or forecasts of future events. Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current facts. These statements may include
words such as may, will, could, anticipate, estimate, expect, project, intend,
plan, believe, should, predict, potential, pursue, target, continue, and other
words and terms of similar meaning. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this Report. Our actual results may
differ significantly from the results discussed in the forward-looking statements. Such statements
involve risks and uncertainties, including, but not limited to, the matters discussed in Item 1A.
Risk Factors and elsewhere in our 2008 Annual Report on Form 10-K and in our other filings with
the SEC. If one or more of these risks or uncertainties materialize (or the consequences of such a
development changes), or should underlying assumptions prove incorrect, actual outcomes may vary
materially from those forecasted or expected. We undertake no responsibility to update
forward-looking statements for changes related to these or any other factors that may occur
subsequent to this filing for any reason.
i
ENCORE ACQUISITION COMPANY
GLOSSARY
The following are abbreviations and definitions of certain terms used in this Report. The
definitions of proved developed reserves, proved reserves, and proved undeveloped reserves have
been summarized from the applicable definitions contained in Rule 4-10(a)(2-4) of Regulation S-X.
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Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil
or other liquid hydrocarbons. |
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Bbl/D. One Bbl per day. |
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BOE. One barrel of oil equivalent, calculated by converting natural gas to oil
equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil. |
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BOE/D. One BOE per day. |
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Completion. The installation of permanent equipment for the production of hydrocarbons. |
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Council of Petroleum Accountants Societies (COPAS). A professional organization of
petroleum accountants that maintains consistency in accounting procedures and
interpretations, including the procedures that are part of most joint operating agreements.
These procedures establish a drilling rate and an overhead rate to reimburse the operator
of a well for overhead costs, such as accounting and engineering. |
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Delay Rentals. Fees paid to the lessor of an oil and natural gas lease during the
primary term of the lease prior to the commencement of production from a well. |
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Development Well. A well drilled within the proved area of an oil or natural gas
reservoir to the depth of a stratigraphic horizon known to be productive. |
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Dry Hole or Unsuccessful Well. A well found to be incapable of producing hydrocarbons
in sufficient quantities such that proceeds from the sale of such production would exceed
production costs. |
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EAC. Encore Acquisition Company, a publicly traded Delaware corporation, together with
its subsidiaries. |
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ENP. Encore Energy Partners LP, a publicly traded Delaware limited partnership,
together with its subsidiaries. |
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Exploratory Well. A well drilled to find and produce hydrocarbons in an unproved area,
to find a new reservoir in a field previously producing hydrocarbons in another reservoir,
or to extend a known reservoir. |
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FASB. Financial Accounting Standards Board. |
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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. |
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GAAP. Accounting principles generally accepted in the United States. |
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Gross Acres or Gross Wells. The total acres or wells, as the case may be, in which an
entity owns a working interest. |
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Lease Operating Expense (LOE). All direct and allocated indirect costs of producing
hydrocarbons after the completion of drilling and before the commencement of production.
Such costs include labor, superintendence, supplies, repairs, maintenance, and direct
overhead charges. |
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LIBOR. London Interbank Offered Rate. |
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MBbl. One thousand Bbls. |
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MBOE. One thousand BOE. |
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Mcf. One thousand cubic feet, used in reference to natural gas. |
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Mcf/D. One Mcf per day. |
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MMcf. One million cubic feet, used in reference to natural gas. |
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Natural Gas Liquids (NGLs). The combination of ethane, propane, butane, and natural
gasolines that when removed from natural gas become liquid under various levels of higher
pressure and lower temperature. |
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Net Acres or Net Wells. Gross acres or wells, as the case may be, multiplied by the
working interest percentage owned by an entity. |
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Net Production. Production owned by an entity less royalties, net profits interests,
and production due others. |
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Net Profits Interest. An interest that entitles the owner to a specified share of net
profits from the production of hydrocarbons. |
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NYMEX. New York Mercantile Exchange. |
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Oil. Crude oil, condensate, and NGLs. |
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Operator. The entity responsible for the exploration, development, and production of a
well or lease. |
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Production Margin. Wellhead revenues less production costs. |
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Productive Well or Successful Well. A well capable of producing hydrocarbons in
commercial quantities, including natural
gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting
connection to production facilities. |
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Proved Developed Reserves. Proved reserves that can be expected to be recovered from
existing wells with existing equipment and operating methods.
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ii
ENCORE ACQUISITION COMPANY
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Proved Reserves. The estimated quantities of hydrocarbons that geological and
engineering data demonstrate with reasonable certainty are recoverable in future periods
from known reservoirs under existing economic and operating conditions. |
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Proved Undeveloped Reserves. Proved reserves that are expected to be recovered from new
wells on undrilled acreage for which the existence and recoverability of such reserves can
be estimated with reasonable certainty, or from existing wells where a relatively major
expenditure is required for recompletion. Includes unrealized production response from
enhanced recovery techniques that have been proved effective by actual tests in the area
and in the same reservoir. |
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Recompletion. The completion for production from an existing wellbore in another
formation from that in which the well has been previously completed. |
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Reservoir. A porous and permeable underground formation containing a natural
accumulation of producible hydrocarbons that is confined by impermeable rock or water
barriers and is individual and separate from other reservoirs. |
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Royalty. An interest in an oil and natural gas lease that gives the owner the right to
receive a portion of the production from the leased acreage (or of the proceeds from the
sale thereof), but does not require the owner to pay any portion of the production or
development costs on the leased acreage. Royalties may be either landowners royalties,
which are reserved by the owner of the leased acreage at the time the lease is granted, or
overriding royalties, which are usually reserved by an owner of the leasehold in connection
with a transfer to a subsequent owner. |
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Secondary Recovery. Enhanced recovery of oil or natural gas from a reservoir beyond the
oil or natural gas that can be recovered by normal flowing and pumping operations.
Involves maintaining or enhancing reservoir pressure by injecting water, gas, or other
substances into the formation in order to displace hydrocarbons toward the wellbore. The
most common secondary recovery techniques are gas injection and waterflooding. |
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SFAS. Statement of Financial Accounting Standards. |
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Tertiary Recovery. An enhanced recovery operation that normally occurs after
waterflooding in which chemicals or natural gases are used as the injectant. |
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Waterflood. A secondary recovery operation in which water is injected into the
producing formation in order to maintain reservoir pressure and force oil toward and into
the producing wells. |
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Working Interest. An interest in an oil or natural gas lease that gives the owner the
right to drill for and produce hydrocarbons on the leased acreage and requires the owner to
pay a share of the production and development costs. |
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Workover. Operations on a producing well to restore or increase production. |
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iii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ENCORE ACQUISITION COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and par value amounts)
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June 30, |
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December 31, |
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2009 |
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2008 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
35,840 |
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$ |
2,039 |
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Accounts receivable, net of allowance for doubtful accounts of $434 and
$381, respectively |
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96,591 |
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117,995 |
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Current portion of long-term receivables |
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13,260 |
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11,070 |
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Inventory |
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27,266 |
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24,798 |
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Derivatives |
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53,204 |
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349,344 |
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Income taxes receivable |
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5,452 |
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29,445 |
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Other |
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5,286 |
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6,239 |
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Total current assets |
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236,899 |
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540,930 |
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Properties and equipment, at cost successful efforts method: |
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Proved properties, including wells and related equipment |
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3,743,817 |
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3,538,459 |
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Unproved properties |
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114,168 |
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124,339 |
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Accumulated depletion, depreciation, and amortization |
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(914,021 |
) |
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(771,564 |
) |
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2,943,964 |
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2,891,234 |
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Other property and equipment |
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25,794 |
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25,192 |
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Accumulated depreciation |
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(14,854 |
) |
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(12,753 |
) |
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10,940 |
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12,439 |
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Acquisition deposit |
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37,500 |
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Goodwill |
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60,606 |
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60,606 |
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Derivatives |
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48,151 |
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38,497 |
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Long-term receivables, net of allowance for doubtful accounts of $11,981
and $7,643, respectively |
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51,419 |
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60,915 |
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Other |
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31,490 |
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28,574 |
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Total assets |
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$ |
3,420,969 |
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$ |
3,633,195 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
15,808 |
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$ |
10,017 |
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Accrued liabilities: |
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Lease operating expense |
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24,796 |
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|
|
19,108 |
|
Development capital |
|
|
56,144 |
|
|
|
79,435 |
|
Interest |
|
|
16,059 |
|
|
|
11,808 |
|
Production, ad valorem, and severance taxes |
|
|
28,392 |
|
|
|
25,133 |
|
Compensation |
|
|
19,865 |
|
|
|
16,216 |
|
Derivatives |
|
|
23,214 |
|
|
|
63,476 |
|
Oil and natural gas revenues payable |
|
|
11,373 |
|
|
|
10,821 |
|
Deferred taxes |
|
|
76,862 |
|
|
|
105,768 |
|
Other |
|
|
17,411 |
|
|
|
10,470 |
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Total current liabilities |
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289,924 |
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|
|
352,252 |
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|
|
|
|
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Derivatives |
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47,861 |
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8,922 |
|
Future abandonment cost, net of current portion |
|
|
47,985 |
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48,058 |
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Deferred taxes |
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|
408,514 |
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|
416,915 |
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Long-term debt |
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1,172,912 |
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|
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1,319,811 |
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Other |
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|
3,647 |
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|
3,989 |
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Total liabilities |
|
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1,970,843 |
|
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|
2,149,947 |
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Commitments and contingencies (see Note 14) |
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Equity: |
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Preferred stock, $.01 par value, 5,000,000 shares authorized,
none issued and outstanding |
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Common stock, $.01 par value, 144,000,000 shares authorized,
51,870,080 and 51,551,937 issued and outstanding, respectively |
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519 |
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|
516 |
|
Additional paid-in capital |
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|
542,278 |
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|
525,763 |
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Treasury stock, at cost, 466 and 4,753 shares, respectively |
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(16 |
) |
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(101 |
) |
Retained earnings |
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733,309 |
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|
789,698 |
|
Accumulated other comprehensive loss |
|
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(1,434 |
) |
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(1,748 |
) |
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Total EAC stockholders equity |
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1,274,656 |
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1,314,128 |
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Noncontrolling interest |
|
|
175,470 |
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|
169,120 |
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Total equity |
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1,450,126 |
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|
1,483,248 |
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Total liabilities and equity |
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$ |
3,420,969 |
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$ |
3,633,195 |
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The accompanying notes are an integral part of these consolidated financial statements.
1
ENCORE ACQUISITION COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2009 |
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2008 |
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2009 |
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2008 |
|
Revenues: |
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Oil |
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$ |
133,677 |
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$ |
286,924 |
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$ |
221,966 |
|
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$ |
507,458 |
|
Natural gas |
|
|
29,486 |
|
|
|
67,889 |
|
|
|
54,740 |
|
|
|
116,201 |
|
Marketing |
|
|
315 |
|
|
|
2,521 |
|
|
|
1,121 |
|
|
|
6,577 |
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|
|
|
|
|
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|
Total revenues |
|
|
163,478 |
|
|
|
357,334 |
|
|
|
277,827 |
|
|
|
630,236 |
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Expenses: |
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Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Lease operating |
|
|
40,451 |
|
|
|
40,697 |
|
|
|
84,676 |
|
|
|
81,047 |
|
Production, ad valorem, and severance taxes |
|
|
17,033 |
|
|
|
35,043 |
|
|
|
28,852 |
|
|
|
62,495 |
|
Depletion, depreciation, and amortization |
|
|
74,434 |
|
|
|
51,026 |
|
|
|
144,734 |
|
|
|
100,569 |
|
Exploration |
|
|
15,934 |
|
|
|
11,593 |
|
|
|
27,133 |
|
|
|
17,081 |
|
General and administrative |
|
|
13,779 |
|
|
|
11,559 |
|
|
|
27,473 |
|
|
|
21,246 |
|
Marketing |
|
|
515 |
|
|
|
3,725 |
|
|
|
1,254 |
|
|
|
7,507 |
|
Derivative fair value loss |
|
|
61,106 |
|
|
|
256,390 |
|
|
|
12,515 |
|
|
|
321,528 |
|
Other operating |
|
|
14,835 |
|
|
|
3,226 |
|
|
|
21,178 |
|
|
|
5,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
238,087 |
|
|
|
413,259 |
|
|
|
347,815 |
|
|
|
617,205 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(74,609 |
) |
|
|
(55,925 |
) |
|
|
(69,988 |
) |
|
|
13,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(19,126 |
) |
|
|
(16,785 |
) |
|
|
(35,089 |
) |
|
|
(36,545 |
) |
Other |
|
|
657 |
|
|
|
686 |
|
|
|
1,211 |
|
|
|
1,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(18,469 |
) |
|
|
(16,099 |
) |
|
|
(33,878 |
) |
|
|
(35,008 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(93,078 |
) |
|
|
(72,024 |
) |
|
|
(103,866 |
) |
|
|
(21,977 |
) |
Income tax benefit |
|
|
31,558 |
|
|
|
21,322 |
|
|
|
36,443 |
|
|
|
2,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
(61,520 |
) |
|
|
(50,702 |
) |
|
|
(67,423 |
) |
|
|
(19,388 |
) |
Less: net loss attributable to noncontrolling interest |
|
|
14,545 |
|
|
|
14,982 |
|
|
|
12,892 |
|
|
|
14,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to EAC |
|
$ |
(46,975 |
) |
|
$ |
(35,720 |
) |
|
$ |
(54,531 |
) |
|
$ |
(4,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.91 |
) |
|
$ |
(0.68 |
) |
|
$ |
(1.05 |
) |
|
$ |
(0.09 |
) |
Diluted |
|
$ |
(0.91 |
) |
|
$ |
(0.68 |
) |
|
$ |
(1.05 |
) |
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
51,849 |
|
|
|
52,344 |
|
|
|
51,769 |
|
|
|
52,571 |
|
Diluted |
|
|
51,849 |
|
|
|
52,344 |
|
|
|
51,769 |
|
|
|
52,571 |
|
The accompanying notes are an integral part of these consolidated financial statements.
2
ENCORE ACQUISITION COMPANY
CONSOLIDATED STATEMENT OF EQUITY AND COMPREHENSIVE LOSS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EAC Stockholders |
|
|
|
|
|
|
|
|
|
Issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
Shares of |
|
|
|
|
|
|
Additional |
|
|
Shares of |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Common |
|
|
Common |
|
|
Paid-in |
|
|
Treasury |
|
|
Treasury |
|
|
Retained |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
Total |
|
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Stock |
|
|
Stock |
|
|
Earnings |
|
|
Loss |
|
|
Interest |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
|
51,557 |
|
|
$ |
516 |
|
|
$ |
525,763 |
|
|
|
(5 |
) |
|
$ |
(101 |
) |
|
$ |
789,698 |
|
|
$ |
(1,748 |
) |
|
$ |
169,120 |
|
|
$ |
1,483,248 |
|
Exercise of stock options and vesting of
restricted stock |
|
|
429 |
|
|
|
3 |
|
|
|
415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
418 |
|
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(111 |
) |
|
|
(2,961 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,961 |
) |
Cancellation of treasury stock |
|
|
(116 |
) |
|
|
|
|
|
|
(1,188 |
) |
|
|
116 |
|
|
|
3,046 |
|
|
|
(1,858 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash equity-based compensation |
|
|
|
|
|
|
|
|
|
|
7,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69 |
|
|
|
7,928 |
|
ENP cash distributions to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,153 |
) |
|
|
(12,153 |
) |
ENP issuance of common units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,520 |
|
|
|
40,520 |
|
Adjustment to reflect gain on ENP issuance of
common units |
|
|
|
|
|
|
|
|
|
|
9,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,312 |
) |
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117 |
|
Components of comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54,531 |
) |
|
|
|
|
|
|
(12,892 |
) |
|
|
(67,423 |
) |
Change in deferred hedge loss on interest rate
swaps, net of tax of $219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
314 |
|
|
|
118 |
|
|
|
432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66,991 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
|
51,870 |
|
|
$ |
519 |
|
|
$ |
542,278 |
|
|
|
|
|
|
$ |
(16 |
) |
|
$ |
733,309 |
|
|
$ |
(1,434 |
) |
|
$ |
175,470 |
|
|
$ |
1,450,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
3
ENCORE ACQUISITION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Consolidated net loss |
|
$ |
(67,423 |
) |
|
$ |
(19,388 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depletion, depreciation, and amortization |
|
|
144,734 |
|
|
|
100,569 |
|
Non-cash exploration expense |
|
|
26,264 |
|
|
|
15,545 |
|
Deferred taxes |
|
|
(37,514 |
) |
|
|
(26,756 |
) |
Non-cash equity-based compensation expense |
|
|
6,863 |
|
|
|
6,205 |
|
Non-cash derivative loss |
|
|
98,325 |
|
|
|
300,370 |
|
Gain on disposition of assets |
|
|
(43 |
) |
|
|
(79 |
) |
Other |
|
|
14,039 |
|
|
|
6,619 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
39,030 |
|
|
|
(47,301 |
) |
Current derivatives |
|
|
257,137 |
|
|
|
(670 |
) |
Other current assets |
|
|
16,142 |
|
|
|
(9,680 |
) |
Long-term derivatives |
|
|
|
|
|
|
(1,196 |
) |
Other assets |
|
|
5,835 |
|
|
|
(1,033 |
) |
Accounts payable |
|
|
10,719 |
|
|
|
4,208 |
|
Other current liabilities |
|
|
30,702 |
|
|
|
25,825 |
|
Other noncurrent liabilities |
|
|
(663 |
) |
|
|
(923 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
544,147 |
|
|
|
352,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from disposition of assets |
|
|
514 |
|
|
|
631 |
|
Purchases of other property and equipment |
|
|
(772 |
) |
|
|
(1,622 |
) |
Acquisition of oil and natural gas properties |
|
|
(39,990 |
) |
|
|
(49,280 |
) |
Divestiture of oil and natural gas properties |
|
|
(220 |
) |
|
|
|
|
Deposit on acquisition of oil and natural gas properties |
|
|
(37,500 |
) |
|
|
|
|
Development of oil and natural gas properties |
|
|
(235,101 |
) |
|
|
(233,225 |
) |
Net collections from (advances to) working interest partners |
|
|
3,709 |
|
|
|
(22,907 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(309,360 |
) |
|
|
(306,403 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Repurchase and retirement of common stock |
|
|
|
|
|
|
(39,118 |
) |
Exercise of stock options and vesting of restricted stock, net of treasury stock purchases |
|
|
(2,543 |
) |
|
|
374 |
|
Proceeds from long-term debt, net of issuance costs |
|
|
320,450 |
|
|
|
618,339 |
|
Payments on long-term debt |
|
|
(473,000 |
) |
|
|
(598,500 |
) |
ENP cash distributions to noncontrolling interest |
|
|
(12,153 |
) |
|
|
(11,168 |
) |
Proceeds from ENP issuance of common units, net of offering costs |
|
|
40,724 |
|
|
|
|
|
Payments of deferred commodity derivative contract premiums |
|
|
(69,536 |
) |
|
|
(20,583 |
) |
Change in cash overdrafts |
|
|
(4,928 |
) |
|
|
4,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(200,986 |
) |
|
|
(46,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
33,801 |
|
|
|
(110 |
) |
Cash and cash equivalents, beginning of period |
|
|
2,039 |
|
|
|
1,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
35,840 |
|
|
$ |
1,594 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Description of Business
EAC is engaged in the acquisition and development of oil and natural gas reserves from onshore
fields in the United States. Since 1998, EAC has acquired producing properties with proven
reserves and leasehold acreage and grown the production and proven reserves by drilling, exploring,
and reengineering or expanding existing waterflood projects. EACs properties and oil and natural
gas reserves are located in four core areas:
|
|
|
the Cedar Creek Anticline (CCA) in the Williston Basin in Montana and North Dakota; |
|
|
|
|
the Permian Basin in West Texas and southeastern New Mexico; |
|
|
|
|
the Rockies, which includes non-CCA assets in the Williston, Big Horn, and Powder River
Basins in Wyoming, Montana, and North Dakota, and the Paradox Basin in southeastern Utah;
and |
|
|
|
|
the Mid-Continent area, which includes the Arkoma and Anadarko Basins in Arkansas and
Oklahoma, the North Louisiana Salt Basin, and the East Texas Basin. |
Note 2. Basis of Presentation
EACs consolidated financial statements include the accounts of its wholly owned and
majority-owned subsidiaries. All material intercompany balances and transactions have been
eliminated in consolidation.
In the opinion of management, the accompanying unaudited consolidated financial statements
include all adjustments necessary to present fairly, in all material respects, EACs financial
position as of June 30, 2009, results of operations for the three and six months ended June 30,
2009 and 2008, and cash flows for the six months ended June 30, 2009 and 2008. All adjustments are
of a normal recurring nature. These interim results are not necessarily indicative of results for
an entire year.
Certain amounts and disclosures have been condensed or omitted from these consolidated
financial statements pursuant to the rules and regulations of the SEC. Therefore, these
consolidated financial statements should be read in conjunction with the consolidated financial
statements and notes thereto included in EACs 2008 Annual Report on Form 10-K.
Noncontrolling Interest
As of June 30, 2009 and December 31, 2008, EAC owned approximately 58 percent and 63 percent,
respectively, of ENPs common units, as well as all of the interests of Encore Energy Partners GP
LLC (GP LLC), a Delaware limited liability company and indirect wholly owned non-guarantor
subsidiary of EAC. GP LLC is ENPs general partner. Considering the presumption of control of GP
LLC in accordance with Emerging Issues Task Force (EITF) Issue No. 04-5, Determining Whether a
General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights, the financial position, results of
operations, and cash flows of ENP are consolidated with those of EAC.
As presented in the accompanying Consolidated Balance Sheets, Noncontrolling interest as of
June 30, 2009 and December 31, 2008 of $175.5 million and $169.1 million, respectively, represents
third-party ownership interests in ENP. As presented in the accompanying Consolidated Statements
of Operations, Net loss attributable to noncontrolling interest for the three and six months
ended June 30, 2009 of $14.5 million and $12.9 million, respectively, and for the three and six
months ended June 30, 2008 of $15.0 million and $14.9 million, respectively, represents the net
loss of ENP attributable to third-party owners.
5
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The following table summarizes the effects of changes in EACs ownership interest in ENP on
EACs equity for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Net loss attributable to EAC |
|
$ |
(46,975 |
) |
|
$ |
(35,720 |
) |
|
$ |
(54,531 |
) |
|
$ |
(4,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer from (to) noncontrolling interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in EACs paid-in capital for ENPs issuance of 283,700
common units in connection with acquisition of net profits
interest in certain Crockett County properties |
|
|
|
|
|
|
3,458 |
|
|
|
|
|
|
|
3,458 |
|
Increase in EACs paid-in capital for ENPs issuance of 2,760,000
common units in public offering |
|
|
9,312 |
|
|
|
|
|
|
|
9,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net transfer from (to) noncontrolling interest |
|
|
9,312 |
|
|
|
3,458 |
|
|
|
9,312 |
|
|
|
3,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change from net loss attributable to EAC and transfers
from (to) noncontrolling interest |
|
$ |
(37,663 |
) |
|
$ |
(32,262 |
) |
|
$ |
(45,219 |
) |
|
$ |
(1,042 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information
The following table sets forth supplemental disclosures of cash flow information for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2009 |
|
2008 |
|
|
(in thousands) |
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Deferred premiums on commodity derivative contracts |
|
$ |
40,087 |
|
|
$ |
25,685 |
|
ENPs issuance of common units in connection with acquisition of
net profits interest in certain Crockett County properties |
|
|
|
|
|
|
5,748 |
|
Allowance for Doubtful Accounts
During the three months ended June 30, 2009, EAC recorded bad debt expense of approximately
$4.7 million, primarily related to balances due from ExxonMobil Corporation (ExxonMobil) in
connection with EACs joint development agreement, which is included in Other operating expense
in the accompanying Consolidated Statements of Operations. The following table summarizes the
changes in allowance for doubtful accounts for the six months ended June 30, 2009 (in thousands):
|
|
|
|
|
Allowance for doubtful accounts at January 1, 2009 |
|
$ |
8,024 |
|
Bad debt expense |
|
|
4,678 |
|
Write off |
|
|
(287 |
) |
|
|
|
|
Allowance for doubtful accounts at June 30, 2009 |
|
$ |
12,415 |
|
|
|
|
|
Of the $12.4 million allowance for doubtful accounts at June 30, 2009, $0.4 million is
short-term and $12.0 million is long-term.
Reclassifications
Certain amounts in prior periods have been reclassified to conform to the current period
presentation. In particular, certain amounts in the Consolidated Financial Statements have been
either combined or classified in more detail.
6
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
New Accounting Pronouncements
FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP FAS 157-2)
In February 2008, the FASB issued FSP FAS 157-2, which delayed the effective date of SFAS No.
157, Fair Value Measurements (SFAS 157) for one year for nonfinancial assets and liabilities,
except those that are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). EAC elected a partial deferral of SFAS 157 for all
instruments within the scope of FSP FAS 157-2, including, but not limited to, its asset retirement
obligations and indefinite lived assets. FSP FAS 157-2 was prospectively effective for financial
statements issued for fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The adoption of FSP FAS 157-2 on January 1, 2009 did not have a material
impact on EACs results of operations or financial condition. Please read Note 5. Fair Value
Measurements for additional discussion.
SFAS No. 141 (revised 2007), Business Combinations (SFAS 141R)
In December 2007, the FASB issued SFAS 141R, which replaces SFAS No. 141, Business
Combinations. SFAS 141R establishes principles and requirements for the reporting entity in a
business combination, including: (1) recognition and measurement in the financial statements of the
identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (2) recognition and measurement of goodwill acquired in the business combination or a
gain from a bargain purchase; and (3) determination of the information to be disclosed to enable
financial statement users to evaluate the nature and financial effects of the business combination.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arises from Contingencies (FSP FAS 141R-1),
which amends and clarifies SFAS 141R to address application issues, including: (1) initial
recognition and measurement; (2) subsequent measurement and accounting; and (3) disclosure of
assets and liabilities arising from contingencies in a business combination. SFAS 141R and FSP FAS
141R-1 were prospectively effective for business combinations consummated in fiscal years beginning
on or after December 15, 2008. The adoption of SFAS 141R and FSP FAS 141R-1 on January 1, 2009 did
not have a material impact on EACs results of operations or financial condition. However, the
application of SFAS 141R and FSP FAS 141R-1 to future acquisitions could impact EACs results of
operations and financial condition and the reporting of acquisitions in the consolidated financial
statements.
SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements an amendment to ARB
No. 51 (SFAS 160)
In December 2007, the FASB issued SFAS 160, which amends Accounting Research Bulletin No. 51,
Consolidated Financial Statements to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 was
prospectively effective for fiscal years beginning on or after December 15, 2008, except for the
presentation and disclosure requirements which were retrospectively effective. SFAS 160 clarifies
that a noncontrolling interest in a subsidiary, which was often referred to as minority interest,
is an ownership interest in the consolidated entity that should be reported as a component of
equity in the consolidated financial statements. Among other requirements, SFAS 160 requires
consolidated net income to be reported for the amounts attributable to both the parent and the
noncontrolling interest on the face of the consolidated statement of operations and gains on a
subsidiaries issuance of equity to be accounted for as capital transactions. The adoption of SFAS
160 on January 1, 2009 did not have a material impact on EACs results of operations or financial
condition.
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities an amendment of
FASB Statement No. 133 (SFAS 161)
In March 2008, the FASB issued SFAS 161, which amends SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133), to require enhanced disclosures, including: (1)
how and why an entity uses derivative instruments; (2) how derivative instruments and related
hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how
derivative instruments and related hedged items affect an entitys financial position, financial
performance, and cash flows. SFAS 161 was prospectively effective for financial statements issued
for fiscal years beginning on or after November 15, 2008, and interim periods within those fiscal
years. The adoption of SFAS 161 on January 1, 2009 required additional disclosures regarding EACs
derivative instruments; however, it did not impact EACs results of operations or financial
condition. Please read Note 5. Fair Value Measurements for additional discussion.
7
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities (FSP EITF 03-6-1)
In June 2008, the FASB issued FSP EITF 03-6-1, which addresses whether instruments granted in
equity-based payment transactions are participating securities prior to vesting and, therefore,
need to be included in the earnings allocation for computing basic earnings per share (EPS) under
the two-class method prescribed by SFAS No. 128, Earnings per Share (SFAS 128). FSP EITF
03-6-1 was retroactively effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. The adoption of FSP EITF 03-6-1
on January 1, 2009 did not have a material impact on EACs results of operations or financial
condition. All periods presented in the accompanying Consolidated Financial Statements have been
restated to reflect the adoption of FSP EITF 03-6-1. Please read Note 10. Earnings Per Share for
additional discussion.
SEC Release No. 33-8995, Modernization of Oil and Gas Reporting (Release 33-8995)
In December 2008, the SEC issued Release 33-8995, which amends oil and natural gas reporting
requirements under Regulations S-K and S-X. Release 33-8995 also adds a section to Regulation S-K
(Subpart 1200) to codify the revised disclosure requirements in Securities Act Industry Guide 2,
which is being phased out. Release 33-8995 permits the use of new technologies to determine proved
reserves if those technologies have been demonstrated empirically to lead to reliable conclusions
about reserves volumes. Release 33-8995 will also allow companies to disclose their probable and
possible reserves to investors at the companys option. In addition, the new disclosure
requirements require companies to: (1) report the independence and qualifications of its reserves
preparer or auditor; (2) file reports when a third party is relied upon to prepare reserves
estimates or conduct a reserves audit; and (3) report oil and gas reserves using an average price
based upon the prior 12-month period rather than a year-end price, unless prices are defined by
contractual arrangements, excluding escalations based on future conditions. Release 33-8995 is
prospectively effective for financial statements issued for fiscal years ending on or after
December 31, 2009. EAC is evaluating the impact Release 33-8995 will have on its financial
condition, results of operations, and disclosures.
FSP No. FAS 107-1 and APB 28-1, Disclosure of Fair Value of Financial Instruments in Interim
Statements (FSP FAS 107-1 and APB 28-1)
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, which requires that disclosures
concerning the fair value of financial instruments be presented in interim as well as annual
financial statements. FSP FAS 107-1 and APB 28-1 is prospectively effective for financial
statements issued for interim periods ending after June 15, 2009. The adoption of FSP FAS 107-1
and APB 28-1 required additional disclosures regarding EACs financial instruments; however, it did
not impact EACs results of operations or financial condition. Please read Note 5. Fair Value
Measurements for additional discussion.
SFAS No. 165, Subsequent Events (SFAS 165)
In June 2009, the FASB issued SFAS 165 to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before financial statements are
issued or available to be issued. In particular, SFAS 165 sets forth: (1) the period after the
balance sheet date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the financial statements;
(2) the circumstances under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements; and (3) the disclosures that an entity should
make about events or transactions that occurred after the balance sheet date. SFAS 165 is
prospectively effective for financial statements issued for interim or annual periods ending after
June 15, 2009. The adoption of SFAS 165 on June 30, 2009 did not impact EACs results of
operations or financial condition.
SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (SFAS 168)
In June 2009, the FASB issued SFAS 168, which replaces SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS 168 establishes the FASB Accounting Standards
Codification as the sole source of authoritative accounting principles recognized by the FASB to be
applied by all nongovernmental entities in the preparation of financial statements in conformity
with GAAP. SFAS 168 is prospectively effective for financial statements for fiscal years ending on
or after September 15,
2009, and interim periods within those fiscal years. The adoption of SFAS 168 on July 1, 2009
did not impact EACs results of operations or financial condition.
8
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Note 3. Inventory
Inventory includes materials and supplies and oil in pipelines, which are stated at the lower
of cost (determined on an average basis) or market. Oil produced at the lease which resides unsold
in pipelines is carried at an amount equal to its operating costs to produce. Oil in pipelines
purchased from third parties is carried at average purchase price. Inventory consisted of the
following as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Materials and supplies |
|
$ |
19,766 |
|
|
$ |
15,933 |
|
Oil in pipelines |
|
|
7,500 |
|
|
|
8,865 |
|
|
|
|
|
|
|
|
Total inventory |
|
$ |
27,266 |
|
|
$ |
24,798 |
|
|
|
|
|
|
|
|
During the three months ended June 30, 2009, EAC recorded a lower of cost or market adjustment
of approximately $5.7 million to the carrying value of pipe and other tubular inventory whose
market value had declined below cost, which is included in Other operating expense in the
accompanying Consolidated Statements of Operations.
Note 4. Proved Properties
Amounts shown in the accompanying Consolidated Balance Sheets as Proved properties, including
wells and related equipment consisted of the following as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Proved leasehold costs |
|
$ |
1,448,959 |
|
|
$ |
1,421,859 |
|
Wells and related equipment Completed |
|
|
2,252,196 |
|
|
|
1,943,275 |
|
Wells and related equipment In process |
|
|
42,662 |
|
|
|
173,325 |
|
|
|
|
|
|
|
|
Total proved properties |
|
$ |
3,743,817 |
|
|
$ |
3,538,459 |
|
|
|
|
|
|
|
|
Note 5. Fair Value Measurements
The following table sets forth EACs book value and estimated fair value of financial
instruments as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
December 31, 2008 |
|
|
Book |
|
Fair |
|
Book |
|
Fair |
|
|
Value |
|
Value |
|
Value |
|
Value |
|
|
(in thousands) |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
35,840 |
|
|
$ |
35,840 |
|
|
$ |
2,039 |
|
|
$ |
2,039 |
|
Accounts receivable, net |
|
|
96,591 |
|
|
|
96,591 |
|
|
|
117,995 |
|
|
|
117,995 |
|
Plugging bond |
|
|
849 |
|
|
|
1,003 |
|
|
|
824 |
|
|
|
1,202 |
|
Bell Creek escrow |
|
|
9,257 |
|
|
|
9,258 |
|
|
|
9,229 |
|
|
|
9,241 |
|
Commodity derivative contracts |
|
|
101,355 |
|
|
|
101,355 |
|
|
|
387,841 |
|
|
|
387,841 |
|
Long-term receivables, net |
|
|
64,679 |
|
|
|
64,679 |
|
|
|
71,986 |
|
|
|
71,986 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
15,808 |
|
|
|
15,808 |
|
|
|
10,017 |
|
|
|
10,017 |
|
6.25% Senior Subordinated Notes |
|
|
150,000 |
|
|
|
126,000 |
|
|
|
150,000 |
|
|
|
101,250 |
|
6.0% Senior Subordinated Notes |
|
|
296,292 |
|
|
|
249,000 |
|
|
|
296,040 |
|
|
|
194,250 |
|
9.5% Senior Subordinated Notes |
|
|
207,799 |
|
|
|
222,188 |
|
|
|
|
|
|
|
|
|
7.25% Senior Subordinated Notes |
|
|
148,821 |
|
|
|
127,500 |
|
|
|
148,771 |
|
|
|
94,500 |
|
Revolving credit facilities |
|
|
370,000 |
|
|
|
370,000 |
|
|
|
725,000 |
|
|
|
725,000 |
|
Commodity derivative contracts |
|
|
28,323 |
|
|
|
28,323 |
|
|
|
229 |
|
|
|
229 |
|
Deferred premiums on commodity derivative contracts |
|
|
38,927 |
|
|
|
38,927 |
|
|
|
67,610 |
|
|
|
67,610 |
|
Interest rate swaps |
|
|
3,825 |
|
|
|
3,825 |
|
|
|
4,559 |
|
|
|
4,559 |
|
9
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The book values of cash and cash equivalents, accounts receivable, net, and accounts payable
approximate fair value due to the short-term nature of these instruments. The book value of
long-term receivables, net, approximates fair value as it is net of amounts deemed to be
uncollectible and bears interest at market rates. The plugging bond and Bell Creek escrow are
included in Other assets on the accompanying Consolidated Balance Sheets and are classified as
held to maturity and therefore, are recorded at amortized cost, which was less than fair value.
The fair values of the plugging bond and Bell Creek escrow were determined using open market
quotes. The fair values of the senior subordinated notes were determined using open market quotes.
The difference between book value and fair value represents the premium or discount on that date.
The book value of the revolving credit facilities approximates fair value as the interest rate is
variable. Commodity derivative contracts and interest rate swaps are marked-to-market each
quarter. Deferred premiums on commodity derivative contracts were recorded at their net present
value at the time the contracts were entered into and EAC accretes that value to the eventual
settlement price by recording interest expense each period.
Derivative Policy
EAC uses various financial instruments for non-trading purposes to manage and reduce price
volatility and other market risks associated with its oil and natural gas production. These
arrangements are structured to reduce EACs exposure to commodity price decreases, but they can
also limit the benefit EAC might otherwise receive from commodity price increases. EACs risk
management activity is generally accomplished through over-the-counter derivative contracts with
large financial institutions. EAC also uses derivative instruments in the form of interest rate
swaps, which hedge risk related to interest rate fluctuation.
EAC applies the provisions of SFAS 133, which requires each derivative instrument to be
recorded in the balance sheet at fair value. If a derivative has not been designated as a hedge or
does not otherwise qualify for hedge accounting, it must be adjusted to fair value through
earnings. However, if a derivative qualifies for hedge accounting, depending on the nature of the
hedge, changes in fair value can be recognized in accumulated other comprehensive loss until such
time as the hedged item is recognized in earnings.
In order to qualify for cash flow hedge accounting, the cash flows from the hedging instrument
must be highly effective in offsetting changes in cash flows of the hedged item. In addition, all
hedging relationships must be designated, documented, and reassessed periodically. The effective
portion of cash flow hedges are marked to market through accumulated other comprehensive loss each
period.
EAC has elected to designate its current interest rate swaps as cash flow hedges. The
effective portion of the mark-to-market gain or loss on these derivative instruments is recorded in
Accumulated other comprehensive loss on the accompanying Consolidated Balance Sheets and
reclassified into earnings in the same period in which the hedged transaction affects earnings.
Any ineffective portion of the mark-to-market gain or loss is recognized in earnings as Derivative
fair value loss in the accompanying Consolidated Statements of Operations.
EAC has not elected to designate its current portfolio of commodity derivative contracts as
hedges. Therefore, changes in fair value of these derivative instruments are recognized in
earnings as Derivative fair value loss in the accompanying Consolidated Statements of Operations.
Commodity Derivative Contracts
EAC manages commodity price risk with swap contracts, put contracts, collars, and floor
spreads. Swap contracts provide a fixed price for a notional amount of sales volumes. Put
contracts provide a fixed floor price on a notional amount of sales volumes while allowing full
price participation if the relevant index price closes above the floor price. Collars provide a
floor price on a notional amount of sales volumes while allowing some additional price
participation if the relevant index price closes above the floor price.
From time to time, EAC enters into floor spreads. In a floor spread, EAC purchases puts at a
specified price (a purchased put) and also sells a put at a lower price (a short put). This
strategy enables EAC to achieve downside protection for a portion of its production, while funding
the cost of such protection by selling a put at a lower price. If the price of the commodity falls
below the strike price of the purchased put, then EAC has protection against commodity price
decreases for the covered production down to the strike price of the short put. At commodity
prices below the strike price of the short put, the benefit from the purchased put is generally
offset by the expense associated with the short put. For example, in 2007, EAC purchased oil put
options for 2,000 Bbls/D in 2010 at $65 per Bbl. As NYMEX prices increased in 2008, EAC wished to protect downside
price exposure at the higher price. In order to do this, EAC purchased oil put options for 2,000
Bbls/D in 2010 at $75 per Bbl and simultaneously sold oil put options for
10
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
2,000 Bbls/D in 2010 at $65 per Bbl. Thus, after these transactions were completed, EAC had
purchased two oil put options for 2,000 Bbls/D in 2010 (one at $65 per Bbl and one at $75 per Bbl)
and sold one oil put option for 2,000 Bbls/D in 2010 at $65 per Bbl. However, the net effect
resulted in EAC owning one oil put option for 2,000 Bbls/D at $75 per Bbl. In the following
tables, the purchased floor component of these floor spreads are shown net and included with EACs
other floor contracts.
The following tables summarize EACs open commodity derivative contracts as of June 30, 2009:
Oil Derivative Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted |
|
|
|
Average |
|
|
Weighted |
|
|
|
Average |
|
|
Weighted |
|
|
|
Asset |
|
|
|
Daily |
|
|
Average |
|
|
|
Daily |
|
|
Average |
|
|
|
Daily |
|
|
Average |
|
|
|
(Liability) |
|
|
|
Floor |
|
|
Floor |
|
|
|
Cap |
|
|
Cap |
|
|
|
Swap |
|
|
Swap |
|
|
|
Fair Market |
|
Period |
|
Volume |
|
|
Price |
|
|
|
Volume |
|
|
Price |
|
|
|
Volume |
|
|
Price |
|
|
|
Value |
|
|
|
(Bbls) |
|
|
(per Bbl) |
|
|
|
(Bbls) |
|
|
(per Bbl) |
|
|
|
(Bbls) |
|
|
(per Bbl) |
|
|
|
(in thousands) |
|
July Dec. 2009 (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,227 |
|
|
|
|
3,130 |
|
|
$ |
110.00 |
|
|
|
|
440 |
|
|
$ |
97.75 |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
68.70 |
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(172 |
) |
|
|
|
880 |
|
|
|
80.00 |
|
|
|
|
440 |
|
|
|
93.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
75.00 |
|
|
|
|
3,000 |
|
|
|
74.13 |
|
|
|
|
1,385 |
|
|
|
75.78 |
|
|
|
|
|
|
|
|
|
8,385 |
|
|
|
62.83 |
|
|
|
|
500 |
|
|
|
65.60 |
|
|
|
|
1,750 |
|
|
|
64.08 |
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
56.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
59.70 |
|
|
|
|
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,343 |
|
|
|
|
1,880 |
|
|
|
80.00 |
|
|
|
|
1,440 |
|
|
|
95.41 |
|
|
|
|
325 |
|
|
|
80.00 |
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
70.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,060 |
|
|
|
78.42 |
|
|
|
|
|
|
|
|
|
4,385 |
|
|
|
65.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
69.65 |
|
|
|
|
|
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,918 |
|
|
|
|
750 |
|
|
|
70.00 |
|
|
|
|
500 |
|
|
|
82.05 |
|
|
|
|
835 |
|
|
|
81.19 |
|
|
|
|
|
|
|
|
|
2,135 |
|
|
|
65.00 |
|
|
|
|
250 |
|
|
|
79.25 |
|
|
|
|
1,300 |
|
|
|
76.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
In addition, ENP has a floor contract for 1,000 Bbls/D at $63.00 per Bbl and a short
floor contract for 1,000 Bbls/D at $65.00 per Bbl. |
Natural Gas Derivative Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted |
|
|
|
Average |
|
|
Weighted |
|
|
|
Average |
|
|
Weighted |
|
|
|
Asset |
|
|
|
Daily |
|
|
Average |
|
|
|
Daily |
|
|
Average |
|
|
|
Daily |
|
|
Average |
|
|
|
(Liability) |
|
|
|
Floor |
|
|
Floor |
|
|
|
Cap |
|
|
Cap |
|
|
|
Swap |
|
|
Swap |
|
|
|
Fair Market |
|
Period |
|
Volume |
|
|
Price |
|
|
|
Volume |
|
|
Price |
|
|
|
Volume |
|
|
Price |
|
|
|
Value |
|
|
|
(Mcf) |
|
|
(per Mcf) |
|
|
|
(Mcf) |
|
|
(per Mcf) |
|
|
|
(Mcf) |
|
|
(per Mcf) |
|
|
|
(in thousands) |
|
July Dec. 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,715 |
|
|
|
|
3,800 |
|
|
$ |
8.20 |
|
|
|
|
3,800 |
|
|
$ |
9.83 |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
3,800 |
|
|
|
7.20 |
|
|
|
|
5,000 |
|
|
|
7.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,800 |
|
|
|
6.57 |
|
|
|
|
15,000 |
|
|
|
6.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
5.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,169 |
|
|
|
|
3,800 |
|
|
|
8.20 |
|
|
|
|
3,800 |
|
|
|
9.58 |
|
|
|
|
25,452 |
|
|
|
6.46 |
|
|
|
|
|
|
|
|
|
4,698 |
|
|
|
7.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
5.86 |
|
|
|
|
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
993 |
|
|
|
|
3,398 |
|
|
|
6.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
27,952 |
|
|
|
6.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
5.86 |
|
|
|
|
|
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,161 |
) |
|
|
|
898 |
|
|
|
6.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
25,452 |
|
|
|
6.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
5.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2009, EAC had $38.9 million of deferred premiums payable, of which $29.0
million was long-term and included in Derivatives in the non-current liabilities section of the
accompanying Consolidated Balance Sheet and $9.9 million was current and included in Derivatives
in the current liabilities section of the accompanying Consolidated Balance Sheet. The premiums
relate to various oil and natural gas floor contracts and are payable on a monthly basis from July
2009 to January 2013.
11
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Counterparty Risk. At June 30, 2009, EAC had committed greater than 10 percent (in terms of
fair market value) of either its oil or natural gas derivative contracts to the following
counterparties:
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
Percentage of |
|
|
Oil Derivative |
|
Natural Gas Derivative |
|
|
Contracts |
|
Contracts |
Counterparty |
|
Committed |
|
Committed |
BNP Paribas |
|
|
42 |
% |
|
|
24 |
% |
Calyon |
|
|
19 |
% |
|
|
39 |
% |
JP Morgan |
|
|
11 |
% |
|
|
14 |
% |
Wachovia Bank |
|
|
12 |
% |
|
|
22 |
% |
In order to mitigate the credit risk of financial instruments, EAC enters into master netting
agreements with significant counterparties. The master netting agreement is a standardized,
bilateral contract between a given counterparty and EAC. Instead of treating each derivative
financial transaction between the counterparty and EAC separately, the master netting agreement
enables the counterparty and EAC to aggregate all financial trades and treat them as a single
agreement. This arrangement benefits EAC in three ways: (1) the netting of the value of all trades
reduces the likelihood of counterparties requiring daily collateral posting by EAC; (2) default by
a counterparty under one financial trade can trigger rights to terminate all financial trades with
such counterparty; and (3) netting of settlement amounts reduces EACs credit exposure to a given
counterparty in the event of close-out. EACs accounting policy is to not offset fair value
amounts recorded in the accompanying Consolidated Balance Sheets for derivative instruments.
Interest Rate Swaps
ENP uses derivative instruments in the form of interest rate swaps, which hedge risk related
to interest rate fluctuation, whereby it converts the interest due on certain floating rate debt
under its revolving credit facility to a weighted average fixed rate. The following table
summarizes ENPs open interest rate swaps as of June 30, 2009, all of which were entered into with
Bank of America, N.A.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
Fixed |
|
Floating |
Term |
|
Amount |
|
Rate |
|
Rate |
|
|
(in thousands) |
|
|
|
|
|
|
|
|
July 2009 - Jan. 2011 |
|
$ |
50,000 |
|
|
|
3.1610 |
% |
|
1-month LIBOR |
July 2009 - Jan. 2011 |
|
|
25,000 |
|
|
|
2.9650 |
% |
|
1-month LIBOR |
July 2009 - Jan. 2011 |
|
|
25,000 |
|
|
|
2.9613 |
% |
|
1-month LIBOR |
July 2009 - Mar. 2012 |
|
|
50,000 |
|
|
|
2.4200 |
% |
|
1-month LIBOR |
The actual gains or losses ENP will realize from its interest rate swaps may vary
significantly from the deferred loss recorded in accumulated other comprehensive loss due to the
fluctuation of interest rates.
Current Period Impact
EAC recognized derivative fair value gains and losses related to: (1) ineffectiveness on
derivative contracts designated as hedges; (2) changes in the fair market value of derivative contracts not designated as hedges; (3)
settlements on derivative contracts not designated as hedges; and (4) premium amortization. The
following table summarizes the components of Derivative fair value loss for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Ineffectiveness |
|
$ |
6 |
|
|
$ |
39 |
|
|
$ |
(34 |
) |
|
$ |
(343 |
) |
Mark-to-market loss |
|
|
78,082 |
|
|
|
219,433 |
|
|
|
280,993 |
|
|
|
265,048 |
|
Premium amortization |
|
|
6,764 |
|
|
|
17,293 |
|
|
|
84,719 |
|
|
|
32,806 |
|
Settlements |
|
|
(23,746 |
) |
|
|
19,625 |
|
|
|
(353,163 |
) |
|
|
24,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative fair value loss |
|
$ |
61,106 |
|
|
$ |
256,390 |
|
|
$ |
12,515 |
|
|
$ |
321,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
In March 2009, EAC elected to monetize certain of its 2009 oil derivative contracts and
received proceeds of approximately $190.4 million from these settlements, which were used to reduce
outstanding borrowings under EACs revolving credit facility.
Accumulated Other Comprehensive Loss
At June 30, 2009 and December 31, 2008, accumulated other comprehensive loss consisted
entirely of deferred losses, net of tax, on ENPs interest rate swaps of $1.4 million and $1.7
million, respectively. During the twelve months ending June 30, 2010, EAC expects to reclassify
$3.3 million of deferred losses associated with ENPs interest rate swaps from accumulated other
comprehensive loss to interest expense.
Tabular Disclosures of Fair Value Measurements
The following table summarizes the fair value of EACs derivative contracts as of the dates
indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
|
|
Liability Derivatives |
|
|
|
June 30, 2009 |
|
|
December 31, 2008 |
|
|
|
June 30, 2009 |
|
|
December 31, 2008 |
|
|
|
Balance Sheet |
|
|
Fair |
|
|
Balance Sheet |
|
|
Fair |
|
|
|
Balance Sheet |
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
Location |
|
|
Value |
|
|
Location |
|
|
Value |
|
|
|
Location |
|
|
Fair Value |
|
|
Location |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as
hedging instruments under
SFAS 133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
|
Derivatives - current |
|
$ |
53,204 |
|
|
Derivatives - current |
|
$ |
349,344 |
|
|
|
Derivatives - current |
|
$ |
10,037 |
|
|
Derivatives - current |
|
$ |
|
|
Commodity derivative contracts |
|
Derivatives - noncurrent |
|
|
48,151 |
|
|
Derivatives - noncurrent |
|
|
38,497 |
|
|
|
Derivatives - noncurrent |
|
|
18,286 |
|
|
Derivatives - noncurrent |
|
|
229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives not
designated as hedging
instruments under SFAS 133 |
|
|
|
|
|
$ |
101,355 |
|
|
|
|
|
|
$ |
387,841 |
|
|
|
|
|
|
|
$ |
28,323 |
|
|
|
|
|
|
$ |
229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
` |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as
hedging instruments under
SFAS 133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
Derivatives - current |
|
$ |
|
|
|
Derivatives - current |
|
$ |
|
|
|
|
Derivatives - current |
|
$ |
3,272 |
|
|
Derivatives - current |
|
$ |
1,297 |
|
Interest rate swaps |
|
Derivatives - noncurrent |
|
|
|
|
|
Derivatives - noncurrent |
|
|
|
|
|
|
Derivatives - noncurrent |
|
|
553 |
|
|
Derivatives - noncurrent |
|
|
3,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated
as hedging instruments under
SFAS 133 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
3,825 |
|
|
|
|
|
|
$ |
4,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
|
|
|
|
$ |
101,355 |
|
|
|
|
|
|
$ |
387,841 |
|
|
|
|
|
|
|
$ |
32,148 |
|
|
|
|
|
|
$ |
4,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the effect of derivative instruments not designated as hedges
under SFAS 133 on the Consolidated Statements of Operations for the periods indicated (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Loss Recognized In Income |
|
Derivatives Not Designated as |
|
Location of Loss |
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
Hedges Under SFAS 133 |
|
Recognized In Income |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Commodity derivative contracts |
|
Derivative fair value loss |
|
$ |
61,100 |
|
|
$ |
256,351 |
|
|
$ |
12,549 |
|
|
$ |
321,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables summarize the effect of derivative instruments designated as hedges under
SFAS 133 on the Consolidated Statements of Operations for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Loss |
|
|
|
|
|
|
|
|
|
|
Amount of Gain |
|
|
|
|
|
|
Reclassified from |
|
|
|
|
|
|
Amount of Loss |
|
|
|
Recognized in OCI |
|
|
Location of Loss |
|
Accumulated OCI into |
|
|
|
|
|
|
Recognized In Income |
|
|
|
(Effective Portion) |
|
(Gain) Reclassified |
|
Income (Effective Portion) |
|
|
|
|
|
|
as Ineffective |
|
|
|
Three months ended |
|
|
from Accumulated |
|
Three months ended |
|
|
Location of Loss (Gain) |
|
Three months ended |
|
Derivatives Designated as |
|
June 30, |
|
|
OCI into Income |
|
June 30, |
|
|
Recognized in Income |
|
June 30, |
|
Hedges Under SFAS 133 |
|
2009 |
|
|
2008 |
|
|
(Effective Portion) |
|
2009 |
|
|
2008 |
|
|
as Ineffective |
|
2009 |
|
|
2008 |
|
Interest rate swaps |
|
$ |
267 |
|
|
$ |
942 |
|
|
Interest expense |
|
$ |
922 |
|
|
$ |
125 |
|
|
Derivative fair value loss |
|
$ |
6 |
|
|
$ |
39 |
|
Commodity derivative contracts |
|
|
|
|
|
|
|
|
|
Oil and natural gas revenues |
|
|
|
|
|
|
1,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
267 |
|
|
$ |
942 |
|
|
|
|
|
|
$ |
922 |
|
|
$ |
1,553 |
|
|
|
|
|
|
$ |
6 |
|
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Loss |
|
|
|
|
|
|
|
|
|
|
Amount of Loss |
|
|
|
|
|
|
Reclassified from |
|
|
|
|
|
|
Amount of Gain |
|
|
|
Recognized in OCI |
|
|
Location of Loss |
|
Accumulated OCI into |
|
|
|
|
|
|
Recognized In Income |
|
|
|
(Effective Portion) |
|
|
(Gain) Reclassified |
|
Income (Effective Portion) |
|
|
|
|
|
|
as Ineffective |
|
|
|
Six months ended |
|
|
from Accumulated |
|
Six months ended |
|
|
Location of Loss (Gain) |
|
Six months ended |
|
Derivatives Designated as |
|
June 30, |
|
|
OCI into Income |
|
June 30, |
|
|
Recognized in Income |
|
|
June 30, |
|
Hedges Under SFAS 133 |
|
2009 |
|
|
2008 |
|
|
(Effective Portion) |
|
2009 |
|
|
2008 |
|
|
as Ineffective |
|
2009 |
|
|
2008 |
|
Interest rate swaps |
|
$ |
1,489 |
|
|
$ |
762 |
|
|
Interest expense |
|
$ |
1,803 |
|
|
$ |
108 |
|
|
Derivative fair value loss |
|
$ |
34 |
|
|
$ |
343 |
|
Commodity derivative contracts |
|
|
|
|
|
|
|
|
|
Oil and natural gas revenues |
|
|
|
|
|
|
2,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,489 |
|
|
$ |
762 |
|
|
|
|
|
|
$ |
1,803 |
|
|
$ |
2,965 |
|
|
|
|
|
|
$ |
34 |
|
|
$ |
343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy
As discussed in Note 2. Basis of Presentation, EAC adopted FSP FAS 157-2 on January 1, 2009,
as it relates to nonfinancial assets and liabilities. EAC adopted SFAS 157 on January 1, 2008, as
it relates to financial assets and liabilities. SFAS 157 establishes a fair value hierarchy that
prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy
defined by SFAS 157 are as follows:
|
|
|
Level 1 Unadjusted quoted prices are available in active markets for identical assets
or liabilities. |
|
|
|
|
Level 2 Pricing inputs, other than quoted prices within Level 1, that are either
directly or indirectly observable. |
|
|
|
|
Level 3 Pricing inputs that are unobservable requiring the use of valuation
methodologies that result in managements best estimate of fair value. |
EACs assessment of the significance of a particular input to the fair value measurement
requires judgment and may affect the valuation of the financial assets and liabilities and their
placement within the fair value hierarchy levels. The following methods and assumptions were used
to estimate the fair values of EACs assets and liabilities that are accounted for at fair value on
a recurring basis:
|
|
|
Level 2 Fair values of oil and natural gas swaps were estimated using a combined
income-based and market-based valuation methodology based upon forward commodity price
curves obtained from independent pricing services reflecting broker market quotes. Fair
values of interest rate swaps were estimated using a combined income and market-based
valuation methodology based upon credit ratings and forward interest rate yield curves
obtained from independent pricing services reflecting broker market quotes. |
|
|
|
|
Level 3 EACs oil and natural gas calls, puts, and short puts are average value
options, which are not exchange-traded contracts. Settlement is determined by the average
underlying price over a predetermined period of time. EAC uses both observable and
unobservable inputs in a Black-Scholes valuation model to determine fair value.
Accordingly, these derivative instruments are classified within the Level 3 valuation
hierarchy. The observable inputs of EACs valuation model include: (1) current market and
contractual prices for the underlying instruments; (2) quoted forward prices for oil and
natural gas; and (3) interest rates, such as a LIBOR curve for a term similar to the
commodity derivative contract. The unobservable inputs of EACs valuation model include
volatility. The implied volatilities for EACs calls, puts, and short puts with comparable
strike prices are based on the settlement values from certain exchange-traded contracts.
The implied volatilities for calls, puts, and short puts where there are no exchange-traded
contracts with the same strike price are extrapolated from exchange-traded implied
volatilities by an independent party. |
EAC adjusts the valuations from the valuation model for nonperformance risk, using
managements estimate of the counterpartys credit quality for asset positions and EACs credit
quality for liability positions. EAC uses the multiple sources of third-party credit data in
determining counterparty nonperformance risk, including credit default swaps. EAC considers the
impact of netting and offset provisions in the agreements on counterparty credit risk, including
whether the position with the counterparty is a net asset or net liability. There have been no
changes in the valuation techniques used to measure the fair value of EACs oil and natural gas
calls, puts, or short puts during 2009.
14
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The following table sets forth EACs assets and liabilities that were accounted for at fair
value on a recurring basis as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
Asset (Liability) at |
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
Description |
|
June 30, 2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
(in thousands) |
|
Oil derivative contracts swaps |
|
$ |
(14,733 |
) |
|
$ |
|
|
|
$ |
(14,733 |
) |
|
$ |
|
|
Oil derivative contracts floors and caps |
|
|
62,049 |
|
|
|
|
|
|
|
|
|
|
|
62,049 |
|
Natural gas derivative contracts swaps |
|
|
4,693 |
|
|
|
|
|
|
|
4,693 |
|
|
|
|
|
Natural gas derivative contracts floors and caps |
|
|
21,023 |
|
|
|
|
|
|
|
|
|
|
|
21,023 |
|
Interest rate swaps |
|
|
(3,825 |
) |
|
|
|
|
|
|
(3,825 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
69,207 |
|
|
$ |
|
|
|
$ |
(13,865 |
) |
|
$ |
83,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the changes in the fair value of EACs Level 3 assets and
liabilities for the six months ended June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using Significant |
|
|
|
Unobservable Inputs (Level 3) |
|
|
|
Oil Derivative |
|
|
Natural Gas |
|
|
|
|
|
|
Contracts - |
|
|
Derivative Contracts - |
|
|
|
|
|
|
Floors and Caps |
|
|
Floors and Caps |
|
|
Total |
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
Balance at January 1, 2009 |
|
$ |
337,335 |
|
|
$ |
12,741 |
|
|
$ |
350,076 |
|
Total gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings |
|
|
13,106 |
|
|
|
21,840 |
|
|
|
34,946 |
|
Purchases, issuances, and settlements |
|
|
(288,392 |
) |
|
|
(13,558 |
) |
|
|
(301,950 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
$ |
62,049 |
|
|
$ |
21,023 |
|
|
$ |
83,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains or losses for the period included in
earnings attributable to the change in unrealized gains or losses
relating to assets still held at the reporting date |
|
$ |
13,106 |
|
|
$ |
21,840 |
|
|
$ |
34,946 |
|
|
|
|
|
|
|
|
|
|
|
Since EAC does not use hedge accounting for its commodity derivative contracts, all gains and
losses on its Level 3 assets and liabilities are included in Derivative fair value loss in the
accompanying Consolidated Statements of Operations. All fair values have been adjusted for
non-performance risk, resulting in a reduction of the net commodity derivative asset of
approximately $0.8 million as of June 30, 2009.
EACs assessment of the significance of a particular input to the fair value measurement
requires judgment and may affect the valuation of the nonfinancial assets and liabilities and their
placement within the fair value hierarchy levels. The following methods and assumptions were used
to estimate the fair values of EACs assets and liabilities that are accounted for at fair value on
a nonrecurring basis:
|
|
|
Level 3 Fair values of asset retirement obligations are determined using discounted
cash flow methodologies based on inputs, such as plugging costs and reserve lives, which
are not readily available in public markets. See Note 6. Asset Retirement Obligations
for additional discussion of EACs asset retirement obligations. |
15
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The following table sets forth EACs assets and liabilities that were measured at fair value
on a nonrecurring basis as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
Significant Other |
|
Significant |
|
|
|
|
Liability at |
|
Identical Assets |
|
Observable Inputs |
|
Unobservable Inputs |
|
Total Gains |
Description |
|
June 30, 2009 |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
(Losses) |
|
|
(in thousands) |
Asset retirement obligations |
|
$ |
255 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
255 |
|
|
$ |
|
|
Note 6. Asset Retirement Obligations
Asset retirement obligations relate to future plugging and abandonment expenses on oil and
natural gas properties and related facilities disposal. The following table summarizes the changes
in EACs asset retirement obligations for the six months ended June 30, 2009 (in thousands):
|
|
|
|
|
Future abandonment liability at January 1, 2009 |
|
$ |
49,569 |
|
Wells drilled |
|
|
194 |
|
Acquisition of properties |
|
|
61 |
|
Divestiture |
|
|
(221 |
) |
Accretion of discount |
|
|
1,181 |
|
Plugging and abandonment costs incurred |
|
|
(663 |
) |
Revision of previous estimates |
|
|
(469 |
) |
|
|
|
|
Future abandonment liability at June 30, 2009 |
|
$ |
49,652 |
|
|
|
|
|
As of June 30, 2009, $48.0 million of EACs asset retirement obligations were long-term and
recorded in Future abandonment cost, net of current portion and $1.7 million were current and
included in Other current liabilities in the accompanying Consolidated Balance Sheets.
Approximately $4.6 million of the future abandonment liability represents the estimated cost for
decommissioning ENPs Elk Basin natural gas processing plant. ENP expects to continue reserving
additional amounts based on the estimated timing to cease operations of the natural gas processing
plant.
As of June 30, 2009 and December 31, 2008, EAC held $9.3 million and $9.2 million,
respectively, in escrow, which is to be released only for reimbursement of actual plugging and
abandonment costs incurred on its Bell Creek properties, which is included in other long-term
assets in the accompanying Consolidated Balance Sheets.
Note 7. Long-Term Debt
Long-term debt consisted of the following as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity |
|
|
June 30, |
|
|
December 31, |
|
|
|
Date |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
(in thousands) |
|
Revolving credit facilities |
|
|
3/7/2012 |
|
|
$ |
370,000 |
|
|
$ |
725,000 |
|
6.25% Senior Subordinated Notes |
|
|
4/15/2014 |
|
|
|
150,000 |
|
|
|
150,000 |
|
6.0% Senior Subordinated Notes, net of unamortized
discount of $3,708 and $3,960, respectively |
|
|
7/15/2015 |
|
|
|
296,292 |
|
|
|
296,040 |
|
9.5% Senior Subordinated Notes, net of unamortized
discount of $17,201 and zero, respectively |
|
|
5/1/2016 |
|
|
|
207,799 |
|
|
|
|
|
7.25% Senior Subordinated Notes, net of unamortized
discount of $1,179 and $1,229, respectively |
|
|
12/1/2017 |
|
|
|
148,821 |
|
|
|
148,771 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
1,172,912 |
|
|
$ |
1,319,811 |
|
|
|
|
|
|
|
|
|
|
|
|
16
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Encore Acquisition Company Senior Secured Credit Agreement
EAC is a party to a five-year amended and restated credit agreement dated March 7, 2007 (as
amended, the EAC Credit Agreement). The EAC Credit Agreement matures on March 7, 2012.
Effective March 10, 2009, EAC amended the EAC Credit Agreement to, among other things, increase the
interest rate margins and commitment fees applicable to loans made under the EAC Credit Agreement.
The EAC Credit Agreement provides for revolving credit loans to be made to EAC from time to time
and letters of credit to be issued from time to time for the account of EAC or any of its
restricted subsidiaries.
The aggregate amount of the commitments of the lenders under the EAC Credit Agreement is $1.25
billion. Availability under the EAC Credit Agreement is subject to a borrowing base, which is
redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations.
In March 2009, the borrowing base of the EAC Credit Agreement was reaffirmed at $1.1 billion before
a reduction of $200 million solely as a result of the monetization of certain of EACs 2009 oil
derivative contracts during the first quarter of 2009. In April 2009, the borrowing base of the
EAC Credit Agreement was reduced by $75 million as a result of EACs issuance of senior
subordinated notes. As of June 30, 2009, the borrowing base was $825 million and there were $175
million of outstanding borrowings and $650 million of borrowing capacity under the EAC Credit
Agreement.
EAC incurs a commitment fee on the unused portion of the EAC Credit Agreement determined based
on the ratio of amounts outstanding under the EAC Credit Agreement to the borrowing base in effect
on such date. The following table summarizes the commitment fee percentage under the EAC Credit
Agreement:
|
|
|
|
|
|
|
Commitment |
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Fee Percentage |
Less than .90 to 1
|
|
|
0.375 |
% |
Greater than or equal to .90 to 1
|
|
|
0.500 |
% |
EACs obligations under the EAC Credit Agreement are secured by a first-priority security
interest in substantially all of EACs restricted subsidiaries proved oil and natural gas reserves
and in EACs equity interests in its restricted subsidiaries. In addition, EACs obligations under
the EAC Credit Agreement are guaranteed by its restricted subsidiaries.
Loans under the EAC Credit Agreement are subject to varying rates of interest based on (1) the
total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a
Eurodollar loan or a base rate loan. Eurodollar loans under the EAC Credit Agreement bear interest
at the Eurodollar rate plus the applicable margin indicated in the following table, and base rate
loans under the EAC Credit Agreement bear interest at the base rate plus the applicable margin
indicated in the following table:
|
|
|
|
|
|
|
|
|
|
|
Applicable Margin for |
|
Applicable Margin for |
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Eurodollar Loans |
|
Base Rate Loans |
Less than .50 to 1 |
|
|
1.750 |
% |
|
|
0.500 |
% |
Greater than or equal to .50 to 1 but less than .75 to 1 |
|
|
2.000 |
% |
|
|
0.750 |
% |
Greater than or equal to .75 to 1 but less than .90 to 1 |
|
|
2.250 |
% |
|
|
1.000 |
% |
Greater than or equal to .90 to 1 |
|
|
2.500 |
% |
|
|
1.250 |
% |
The Eurodollar rate for any interest period (either one, two, three, or six months, as
selected by EAC) is the rate equal to the British Bankers Association LIBOR Rate for deposits in
dollars for a similar interest period. The Base Rate is calculated as the highest of: (1) the
annual rate of interest announced by Bank of America, N.A. as its prime rate; (2) the federal
funds effective rate plus 0.5 percent; or (3) except during a LIBOR Unavailability Period, the
Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0 percent.
Any outstanding letters of credit reduce the availability under the EAC Credit Agreement.
Borrowings under the EAC Credit
Agreement may be repaid from time to time without penalty.
The EAC Credit Agreement contains covenants that, among others, include:
|
|
|
a prohibition against incurring debt, subject to permitted exceptions; |
|
|
|
|
a prohibition against paying dividends or making distributions, purchasing or redeeming
capital stock, or prepaying indebtedness, subject to permitted exceptions; |
17
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
|
|
|
a restriction on creating liens on the assets of EAC and its restricted subsidiaries,
subject to permitted exceptions; |
|
|
|
|
restrictions on merging and selling assets outside the ordinary course of business; |
|
|
|
|
restrictions on use of proceeds, investments, transactions with affiliates, or change of
principal business; |
|
|
|
|
a provision limiting oil and natural gas hedging transactions (other than puts) to a
volume not exceeding 75 percent of anticipated production from proved producing reserves; |
|
|
|
|
a requirement that EAC maintain a ratio of consolidated current assets to consolidated
current liabilities of not less than 1.0 to 1.0; and |
|
|
|
|
a requirement that EAC maintain a ratio of consolidated EBITDA to the sum of
consolidated net interest expense plus letter of credit fees of not less than 2.5 to 1.0. |
As of June 30, 2009, EAC was in compliance with all covenants of the EAC Credit Agreement.
The EAC Credit Agreement contains customary events of default including, among others, the
following:
|
|
|
failure to pay principal on any loan when due; |
|
|
|
|
failure to pay accrued interest on any loan or fees when due and such failure continues
for more than three days; |
|
|
|
|
failure to observe or perform covenants and agreements contained in the OLLC Credit
Agreement, subject in some cases to a 30-day grace period after discovery or notice of such
failure; |
|
|
|
|
failure to make a payment when due on any other debt in a principal amount equal to or
greater than $15 million or any other event or condition occurs which results in the
acceleration of such debt or entitles the holder of such debt to accelerate the maturity of
such debt; |
|
|
|
|
the commencement of liquidation, reorganization, or similar proceedings with respect to
OLLC or any guarantor under bankruptcy or insolvency law, or the failure of OLLC or any
guarantor generally to pay its debts as they become due; |
|
|
|
|
the entry of one or more judgments in excess of $15 million (to the extent not covered
by insurance) and such judgment(s) remain unsatisfied and unstayed for 30 days; |
|
|
|
|
the occurrence of certain ERISA events involving an amount in excess of $15 million; |
|
|
|
|
there cease to exist liens covering at least 80 percent of the borrowing base
properties; or |
|
|
|
|
the occurrence of a change in control. |
If an event of default occurs and is continuing, lenders with a majority of the aggregate
commitments may require Bank of America, N.A. to declare all amounts outstanding under the EAC
Credit Agreement to be immediately due and payable.
Encore Energy Partners Operating LLC Credit Agreement
Encore Energy Partners Operating LLC (OLLC), a Delaware limited liability company and wholly
owned subsidiary of ENP, is a party to a five-year credit agreement dated March 7, 2007 (as
amended, the OLLC Credit Agreement). The OLLC Credit Agreement matures on March 7, 2012.
Effective March 10, 2009, OLLC amended the OLLC Credit Agreement to, among other things, increase
the interest rate margins and commitment fees applicable to loans made under the OLLC Credit
Agreement. The OLLC Credit Agreement provides for revolving credit loans to be made to OLLC from
time to time and letters of credit to be issued from time to time for the account of OLLC or any of
its restricted subsidiaries.
The aggregate amount of the commitments of the lenders under the OLLC Credit Agreement is $300
million. Availability under the OLLC Credit Agreement is subject to a borrowing base, which is
redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations.
In March 2009, the borrowing base under the OLLC Credit Agreement was redetermined with no change.
As of June 30, 2009, the borrowing base was $240 million and there were $195 million of outstanding
borrowings and $45 million of borrowing capacity under the OLLC Credit Agreement.
18
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
OLLC incurs a commitment fee on the unused portion of the OLLC Credit Agreement determined
based on the ratio of amounts outstanding under the OLLC Credit Agreement to the borrowing base in
effect on such date. The following table summarizes the commitment fee percentage under the OLLC
Credit Agreement:
|
|
|
|
|
|
|
Commitment |
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Fee Percentage |
Less than .90 to 1
|
|
|
0.375 |
% |
Greater than or equal to .90 to 1
|
|
|
0.500 |
% |
OLLCs obligations under the OLLC Credit Agreement are secured by a first-priority security
interest in substantially all of OLLCs proved oil and natural gas reserves and in the equity
interests of OLLC and its restricted subsidiaries. In addition, OLLCs obligations under the OLLC
Credit Agreement are guaranteed by ENP and OLLCs restricted subsidiaries. Obligations under the
OLLC Credit Agreement are non-recourse to EAC and its restricted subsidiaries.
Loans under the OLLC Credit Agreement are subject to varying rates of interest based on (1)
the total amount outstanding in relation to the borrowing base and (2) whether the loan is a
Eurodollar loan or a base rate loan. Eurodollar loans under the OLLC Credit Agreement bear
interest at the Eurodollar rate plus the applicable margin indicated in the following table, and
base rate loans under the OLLC Credit Agreement bear interest at the base rate plus the applicable
margin indicated in the following table:
|
|
|
|
|
|
|
|
|
|
|
Applicable Margin for |
|
Applicable Margin for |
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Eurodollar Loans |
|
Base Rate Loans |
Less than .50 to 1
|
|
|
1.750 |
% |
|
|
0.750 |
% |
Greater than or equal to .50 to 1 but less than .75 to 1
|
|
|
2.000 |
% |
|
|
0.750 |
% |
Greater than or equal to .75 to 1 but less than .90 to 1
|
|
|
2.250 |
% |
|
|
1.000 |
% |
Greater than or equal to .90 to 1
|
|
|
2.500 |
% |
|
|
1.250 |
% |
The Eurodollar Rate for any interest period (either one, two, three, or six months, as
selected by ENP) is the rate equal to the British Bankers Association LIBOR Rate for deposits in
dollars for a similar interest period. The Base Rate is calculated as the highest of: (1) the
annual rate of interest announced by Bank of America, N.A. as its prime rate; (2) the federal
funds effective rate plus 0.5 percent; or (3) except during a LIBOR Unavailability Period, the
Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0 percent.
Any outstanding letters of credit reduce the availability under the OLLC Credit Agreement.
Borrowings under the OLLC Credit Agreement may be repaid from time to time without penalty.
The OLLC Credit Agreement contains covenants that, among others, include:
|
|
|
a prohibition against incurring debt, subject to permitted exceptions; |
|
|
|
|
a prohibition against purchasing or redeeming capital stock, or prepaying indebtedness,
subject to permitted exceptions; |
|
|
|
|
a restriction on creating liens on the assets of ENP, OLLC, and OLLCs restricted
subsidiaries, subject to permitted exceptions; |
|
|
|
|
restrictions on merging and selling assets outside the ordinary course of business; |
|
|
|
|
restrictions on use of proceeds, investments, transactions with affiliates, or change of
principal business; |
|
|
|
|
a provision limiting oil and natural gas hedging transactions (other than puts) to a
volume not exceeding 75 percent of anticipated production from proved producing reserves; |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated current assets to
consolidated current liabilities of not less than 1.0 to 1.0; |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to the sum of
consolidated net interest expense plus letter of credit fees of not less than 1.5 to 1.0; |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to consolidated
senior interest expense of not less than 2.5 to 1.0; and |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated funded debt (excluding
certain related party debt) to consolidated adjusted EBITDA of not more than 3.5 to 1.0. |
19
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
As of June 30, 2009, OLLC was in compliance with all covenants of the OLLC Credit Agreement.
The OLLC Credit Agreement contains customary events of default including, among others, the
following:
|
|
|
failure to pay principal on any loan when due; |
|
|
|
|
failure to pay accrued interest on any loan or fees when due and such failure continues
for more than three days; |
|
|
|
|
failure to observe or perform covenants and agreements contained in the OLLC Credit
Agreement, subject in some cases to a 30-day grace period after discovery or notice of such
failure; |
|
|
|
|
failure to make a payment when due on any other debt in a principal amount equal to or
greater than $3 million or any other event or condition occurs which results in the
acceleration of such debt or entitles the holder of such debt to accelerate the maturity of
such debt; |
|
|
|
|
the commencement of liquidation, reorganization, or similar proceedings with respect to
OLLC or any guarantor under bankruptcy or insolvency law, or the failure of OLLC or any
guarantor generally to pay its debts as they become due; |
|
|
|
|
the entry of one or more judgments in excess of $3 million (to the extent not covered by
insurance) and such judgment(s) remain unsatisfied and unstayed for 30 days; |
|
|
|
|
the occurrence of certain ERISA events involving an amount in excess of $3 million; |
|
|
|
|
there cease to exist liens covering at least 80 percent of the borrowing base
properties; or |
|
|
|
|
the occurrence of a change in control. |
If an event of default occurs and is continuing, lenders with a majority of the aggregate
commitments may require Bank of America, N.A. to declare all amounts outstanding under the OLLC
Credit Agreement to be immediately due and payable.
9.50% Senior Subordinated Notes due 2016 (the 9.5% Notes)
In April 2009, EAC issued $225 million of its 9.5% Notes at 92.228 percent of par value. EAC
received net proceeds of approximately $202.5 million, after deducting the underwriters discounts
and commissions of $4.5 million, in the aggregate, and offering expenses of approximately $0.6
million. EAC used the net proceeds to reduce outstanding borrowings under the EAC Credit
Agreement. Interest on the 9.5% Notes is due semi-annually on May 1 and November 1, beginning
November 1, 2009. The 9.5% Notes mature on May 1, 2016.
Note 8. Stockholders Equity
Stock Repurchase Program
In October 2008, EAC announced that its Board of Directors (the Board) approved a share
repurchase program authorizing EAC to repurchase up to $40 million of its common stock. As of June
30, 2009, EAC had repurchased and retired 620,265 shares of its outstanding common stock for
approximately $17.2 million, or an average price of $27.68 per share, under the share repurchase
program. During the three and six months ended June 30, 2009, EAC did not repurchase any shares of
its outstanding common stock under the share repurchase program. As of June 30, 2009,
approximately $22.8 million of EACs common stock remained authorized for repurchase.
Stock Option Exercises and Restricted Stock Vestings
During the three and six months ended June 30, 2009, certain employees exercised 19,748
options and 21,484 options, respectively, for which EAC received proceeds of approximately $0.4
million and $0.4 million, respectively. During the three and six months ended June 30, 2009,
certain employees elected to satisfy minimum tax withholding obligations in conjunction with the
vesting of restricted stock by directing EAC to withhold 466 shares and 111,819 shares of common
stock, respectively, which are accounted for as treasury stock until they are formally retired.
Issuance of ENP Common Units
In May 2009, ENP issued 2,760,000 common units at a price to the public of $15.60 per unit.
As a result, EACs ownership percentage of ENPs common units decreased from approximately 63
percent to approximately 58 percent. Additionally, EAC increased Noncontrolling interest and
Additional paid-in capital on the accompanying Consolidated Balance Sheets by $31.2 million and
$9.3 million, respectively, to recognize the net proceeds from the issuance of ENPs common units.
20
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Note 9. Income Taxes
The components of income tax benefit were as follows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Federal: |
|
|
|
|
|
|
|
|
Current |
|
$ |
80 |
|
|
$ |
(20,110 |
) |
Deferred |
|
|
34,568 |
|
|
|
22,877 |
|
|
|
|
|
|
|
|
Total federal |
|
|
34,648 |
|
|
|
2,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State, net of federal benefit: |
|
|
|
|
|
|
|
|
Current |
|
|
(1,151 |
) |
|
|
(4,057 |
) |
Deferred |
|
|
2,946 |
|
|
|
3,879 |
|
|
|
|
|
|
|
|
Total state |
|
|
1,795 |
|
|
|
(178 |
) |
|
|
|
|
|
|
|
Income tax benefit |
|
$ |
36,443 |
|
|
$ |
2,589 |
|
|
|
|
|
|
|
|
The following table reconciles income tax benefit with income tax at the Federal statutory
rate for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Loss before income taxes |
|
$ |
(103,866 |
) |
|
$ |
(21,977 |
) |
|
|
|
|
|
|
|
Income taxes at the Federal statutory rate |
|
$ |
36,353 |
|
|
$ |
7,692 |
|
State income taxes, net of federal benefit |
|
|
1,912 |
|
|
|
165 |
|
Tax on income attributable to noncontrolling interest |
|
|
(4,512 |
) |
|
|
(5,211 |
) |
Permanent and other |
|
|
2,690 |
|
|
|
(57 |
) |
|
|
|
|
|
|
|
Income tax benefit |
|
$ |
36,443 |
|
|
$ |
2,589 |
|
|
|
|
|
|
|
|
As of June 30, 2009 and December 31, 2008, all of EACs tax positions met the
more-likely-than-not threshold prescribed by FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. As a result, no
additional tax expense, interest, or penalties have been accrued. EAC includes interest assessed
by taxing authorities in Interest expense and penalties related to income taxes in Other
expense on its Consolidated Statements of Operations. During the six months ended June 30, 2009
and 2008, EAC recorded only a nominal amount of interest and penalties on certain tax positions.
Note 10. Earnings Per Share
As discussed in Note 2. Basis of Presentation, EAC adopted FSP EITF 03-6-1 on January 1,
2009, and all periods presented have been restated to calculate EPS in accordance with this
pronouncement. Under the two-class method of calculating EPS, earnings are allocated to
participating securities as if all the earnings for the period had been distributed. A
participating security is any security that contains nonforfeitable rights to dividends or dividend
equivalents paid to common stockholders. For purposes of calculating EPS, unvested restricted
stock awards are considered participating securities. EPS is calculated by dividing the common
stockholders interest in net income (loss), after deducting the interests of participating
securities, by the weighted average shares outstanding. For the three and six months ended June
30, 2008, basic EPS and diluted EPS were unaffected by the adoption of FSP EITF 03-6-1.
21
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The following table reflects the allocation of net loss to EACs common stockholders and EPS
computations for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 (c) |
|
|
2009 |
|
|
2008 (c) |
|
|
|
(in thousands, except per share amounts) |
|
Basic Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed net loss attributable to EAC |
|
$ |
(46,975 |
) |
|
$ |
(35,720 |
) |
|
$ |
(54,531 |
) |
|
$ |
(4,500 |
) |
Participation rights of unvested restricted stock in undistributed earnings (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic undistributed net loss attributable to EAC common shares |
|
$ |
(46,975 |
) |
|
$ |
(35,720 |
) |
|
$ |
(54,531 |
) |
|
$ |
(4,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
51,849 |
|
|
|
52,344 |
|
|
|
51,769 |
|
|
|
52,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS attributable to EAC common shares |
|
$ |
(0.91 |
) |
|
$ |
(0.68 |
) |
|
$ |
(1.05 |
) |
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic undistributed net loss attributable to EAC common shares |
|
$ |
(46,975 |
) |
|
$ |
(35,720 |
) |
|
$ |
(54,531 |
) |
|
$ |
(4,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
51,849 |
|
|
|
52,344 |
|
|
|
51,769 |
|
|
|
52,571 |
|
Effect of dilutive options (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding |
|
|
51,849 |
|
|
|
52,344 |
|
|
|
51,769 |
|
|
|
52,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS attributable to EAC common shares |
|
$ |
(0.91 |
) |
|
$ |
(0.68 |
) |
|
$ |
(1.05 |
) |
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Unvested restricted stock has no contractual obligation to absorb losses of EAC.
Therefore, for the three and six months ended June 30, 2009, 923,829 shares of restricted
stock were outstanding but excluded from the EPS calculations because their effect would
have been antidilutive and for the three and six months ended June 30, 2008, 966,740 shares
of restricted stock were outstanding but excluded from the EPS calculations because their
effect would have been antidilutive. Please read Note 11. Incentive Stock Plans for
additional discussion of restricted stock. |
|
(b) |
|
For the three and six months ended June 30, 2009, options to purchase 1,732,383 shares
of common stock were outstanding but excluded from the EPS calculations because their
effect would have been antidilutive. For the three and six months ended June 30, 2008,
options to purchase 1,524,107 shares of common stock were outstanding but excluded from the
EPS calculations because their effect would have been antidilutive. Please read Note 11.
Incentive Stock Plans for additional discussion of stock options. |
|
(c) |
|
For the three and six months ended June 30, 2008, EAC considered the impact of the
conversion of vested management incentive units held by certain executive officers of GP
LLC. The conversion of the management incentive units into limited partner units of ENP
would reduce EACs share of ENPs earnings and therefore, the impact of this conversion was
excluded from the diluted EPS calculations because the effect would have been antidilutive.
Please read Note 16. ENP for additional discussion of ENPs management incentive units. |
Note 11. Incentive Stock Plans
In May 2008, EACs stockholders approved the 2008 Incentive Stock Plan (the 2008 Plan). No
additional awards will be granted under EACs 2000 Incentive Stock Plan (the 2000 Plan) and any
outstanding awards granted under the 2000 Plan will remain outstanding in accordance with their
terms. The purpose of the 2008 Plan is to attract, motivate, and retain selected employees of EAC
and to provide EAC with the ability to provide incentives more directly linked to the profitability
of the business and increases in stockholder value. All directors and full-time regular employees
of EAC and its subsidiaries and affiliates are eligible to be granted awards under the 2008 Plan.
The 2008 Plan provides for the granting of cash awards, incentive stock options, non-qualified
stock options, restricted stock, and stock appreciation rights at the discretion of the
Compensation Committee of the Board. The Board also has a Special Stock Award Committee whose sole
member is Jon S. Brumley, EACs Chief Executive Officer and President. The Special Stock Award
Committee may grant up to 25,000 shares of restricted stock on an annual basis to non-executive
employees at its discretion.
The total number of shares of EACs common stock reserved for issuance pursuant to the 2008
Plan is 2,400,000, of which no more than 1,600,000 are available for grants of full value stock
awards, such as restricted stock or stock units. As of June 30, 2009, there were 1,715,670 shares
available for issuance under the 2008 Plan, of which 1,180,913 are available for grants of full
value stock awards. Shares delivered or withheld for payment of the exercise price of an option,
shares withheld for payment of tax withholding, shares subject to options or other awards that
expire or are forfeited, and restricted shares that are forfeited will again become available for
issuance under the 2008 Plan.
22
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
The 2008 Plan contains the following individual limits:
|
|
|
an employee may not be granted awards covering or relating to more than 300,000 shares
of common stock during any calendar year; |
|
|
|
|
a non-employee director may not be granted awards covering or relating to more than
20,000 shares of common stock during any calendar year; and |
|
|
|
|
an employee may not receive awards consisting of cash (including cash awards that are
granted as performance awards) in respect of any calendar year having a value determined on
the grant date in excess of $5.0 million. |
During the six months ended June 30, 2009 and 2008, EAC recorded non-cash stock-based
compensation expense related to its incentive stock plans of $6.7 million and $4.1 million,
respectively, which was allocated to LOE and general and administrative expense in the accompanying
Consolidated Statements of Operations based on the allocation of the respective employees cash
compensation. During the six months ended June 30, 2009 and 2008, EAC also capitalized $1.2
million and $1.0 million, respectively, of non-cash stock-based compensation expense related to its
incentive stock plans as a component of Proved properties in the accompanying Consolidated
Balance Sheets. During the six months ended June 30, 2009 and 2008, EAC recognized income tax
benefits related to its incentive stock plans of $2.5 million and $1.5 million, respectively.
Please read Note 16. ENP for a discussion of ENPs unit-based compensation plans.
Stock Options
All options have a strike price equal to the fair market value of EACs common stock on the
grant date, have a ten-year life, and vest over a three-year period. The fair value of options
granted during the six months ended June 30, 2009 and 2008 was estimated on the grant date using a
Black-Scholes option valuation model based on the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2009 |
|
2008 |
Expected volatility |
|
|
51.9 |
% |
|
|
33.7 |
% |
Expected dividend yield |
|
|
0.0 |
% |
|
|
0.0 |
% |
Expected term (in years) |
|
|
6.25 |
|
|
|
6.25 |
|
Risk-free interest rate |
|
|
2.1 |
% |
|
|
3.0 |
% |
Weighted-average fair value per share |
|
$ |
15.81 |
|
|
$ |
13.15 |
|
The expected volatility was based on the historical volatility of EACs common stock for a
period of time commensurate with the expected term of the options. EAC determined the expected
life of the options based on an analysis of historical exercise and forfeiture behavior as well as
expectations about future behavior. The risk-free interest rate is based on the U.S. Treasury
yield curve in effect at the grant date for a period of time commensurate with the expected term of
the options.
The following table summarizes the changes in EACs outstanding options for the six months
ended June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
Weighted |
|
Average |
|
Aggregate |
|
|
Number of |
|
Average |
|
Remaining |
|
Intrinsic |
|
|
Options |
|
Strike Price |
|
Contractual Term |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
Outstanding at January 1, 2009 |
|
|
1,497,413 |
|
|
$ |
18.02 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
269,417 |
|
|
|
30.55 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(12,963 |
) |
|
|
30.91 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(21,484 |
) |
|
|
19.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2009 |
|
|
1,732,383 |
|
|
|
19.86 |
|
|
|
5.4 |
|
|
$ |
19,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2009 |
|
|
1,299,677 |
|
|
|
16.25 |
|
|
|
4.1 |
|
|
|
19,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised during the six months ended June 30, 2009 and
2008 was $0.3 million and $0.6 million, respectively. During each of the six months ended June 30,
2009 and 2008, EAC received proceeds from the exercise of stock options of $0.4 million. During
the six months ended June 30, 2009 and 2008, EAC recognized income tax benefits related to
23
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
stock options of $40 thousand and $0.2 million, respectively. At June 30, 2009, EAC had $3.0
million of total unrecognized compensation cost related to unvested stock options, which is
expected to be recognized over a weighted average period of 2.3 years.
Restricted Stock
Restricted stock awards vest over varying periods from one to five years, subject to
performance-based vesting for certain members of senior management. During the six months ended
June 30, 2009, EAC recognized expense related to restricted stock of $5.1 million and recognized an
income tax provision related to the vesting of restricted stock of $0.4 million. During the six
months ended June 30, 2008, EAC recognized expense related to restricted stock of $3.4 million and
recognized an income tax benefit related to the vesting of restricted stock of $0.8 million. The
following table summarizes the changes in EACs unvested restricted stock awards for the six months
ended June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Number of |
|
Grant Date |
|
|
Shares |
|
Fair Value |
Outstanding at January 1, 2009 |
|
|
938,407 |
|
|
$ |
30.67 |
|
Granted |
|
|
412,449 |
|
|
|
30.52 |
|
Vested |
|
|
(408,478 |
) |
|
|
29.25 |
|
Forfeited |
|
|
(18,549 |
) |
|
|
30.27 |
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2009 |
|
|
923,829 |
|
|
|
31.20 |
|
|
|
|
|
|
|
|
|
|
As of June 30, 2009, there were 704,809 shares of unvested restricted stock, 189,067 shares of
which were granted during 2009, in which the vesting is dependent only on the passage of time and
continued employment. Additionally, as of June 30, 2009, there were 219,020 shares of unvested
restricted stock, all of which were granted during 2009, in which the vesting is dependent not only
on the passage of time and continued employment, but also on the achievement of certain performance
measures.
None of EACs unvested restricted stock awards are subject to variable accounting. During the
six months ended June 30, 2009 and 2008, there were 408,478 shares and 235,086 shares,
respectively, of restricted stock that vested for which certain employees elected to satisfy
minimum tax withholding obligations related thereto by directing EAC to withhold 111,819 shares and
28,193 shares of common stock, respectively. EAC accounts for these shares as treasury stock until
they are formally retired and have been reflected as such in the accompanying consolidated
financial statements. The total fair value of restricted stock that vested during the six months
ended June 30, 2009 and 2008 was $11.0 million and $8.2 million, respectively. As of June 30,
2009, EAC had $12.7 million of total unrecognized compensation cost related to unvested restricted
stock, which is expected to be recognized over a weighted average period of 3.1 years.
Note 12. Comprehensive Loss
The components of comprehensive loss, net of tax, were as follows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
Consolidated net loss |
|
$ |
(61,520 |
) |
|
$ |
(50,702 |
) |
|
$ |
(67,423 |
) |
|
$ |
(19,388 |
) |
Amortization of deferred loss on commodity derivative contracts |
|
|
|
|
|
|
907 |
|
|
|
|
|
|
|
1,786 |
|
Change in deferred hedge loss on interest rate swaps |
|
|
977 |
|
|
|
1,588 |
|
|
|
432 |
|
|
|
417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated comprehensive loss |
|
|
(60,543 |
) |
|
|
(48,207 |
) |
|
|
(66,991 |
) |
|
|
(17,185 |
) |
Less: comprehensive loss attributable to noncontrolling interest |
|
|
14,223 |
|
|
|
14,161 |
|
|
|
12,774 |
|
|
|
14,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to EAC |
|
$ |
(46,320 |
) |
|
$ |
(34,046 |
) |
|
$ |
(54,217 |
) |
|
$ |
(2,614 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
24
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Note 13. Financial Statements of Subsidiary Guarantors
Certain of EACs wholly owned subsidiaries are subsidiary guarantors of EACs senior
subordinated notes. The subsidiary guarantees are full and unconditional, and joint and several.
The subsidiary guarantors may, without restriction, transfer funds to EAC in the form of cash
dividends, loans, and advances. The following Condensed Consolidating Balance Sheets as of June
30, 2009 and December 31, 2008, Condensed Consolidating Statements of Operations and Comprehensive
Income (Loss) for the three and six months ended June 30, 2009 and 2008, and Condensed
Consolidating Statements of Cash Flows for the six months ended June 30, 2009 and 2008 present
consolidating financial information for Encore Acquisition Company (the Parent) on a stand alone,
unconsolidated basis, and its combined guarantor and combined non-guarantor subsidiaries. As of
June 30, 2009, EACs guarantor subsidiaries were:
|
|
|
EAP Properties, Inc.; |
|
|
|
|
EAP Operating, LLC; |
|
|
|
|
Encore Operating, L.P.; and |
|
|
|
|
Encore Operating Louisiana, LLC. |
As of June 30, 2009, EACs non-guarantor subsidiaries were:
|
|
|
ENP; |
|
|
|
|
OLLC; |
|
|
|
|
GP LLC; |
|
|
|
|
Encore Partners GP Holdings LLC; |
|
|
|
|
Encore Partners LP Holdings LLC; |
|
|
|
|
Encore Energy Partners Finance Corporation; and |
|
|
|
|
Encore Clear Fork Pipeline LLC. |
All intercompany investments in, loans due to/from, subsidiary equity, revenues, and expenses
between the Parent, guarantor subsidiaries, and non-guarantor subsidiaries are shown prior to
consolidation with the Parent and then eliminated to arrive at consolidated totals per the
accompanying consolidated financial statements.
25
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2009
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
44 |
|
|
$ |
35,724 |
|
|
$ |
72 |
|
|
$ |
|
|
|
$ |
35,840 |
|
Other current assets |
|
|
5,223 |
|
|
|
141,923 |
|
|
|
56,752 |
|
|
|
(2,839 |
) |
|
|
201,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
5,267 |
|
|
|
177,647 |
|
|
|
56,824 |
|
|
|
(2,839 |
) |
|
|
236,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties and equipment, at cost successful efforts method: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties, including wells and related equipment |
|
|
|
|
|
|
3,130,887 |
|
|
|
612,930 |
|
|
|
|
|
|
|
3,743,817 |
|
Unproved properties |
|
|
|
|
|
|
114,118 |
|
|
|
50 |
|
|
|
|
|
|
|
114,168 |
|
Accumulated depletion, depreciation, and amortization |
|
|
|
|
|
|
(779,057 |
) |
|
|
(134,964 |
) |
|
|
|
|
|
|
(914,021 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,465,948 |
|
|
|
478,016 |
|
|
|
|
|
|
|
2,943,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other property and equipment, net |
|
|
|
|
|
|
10,479 |
|
|
|
461 |
|
|
|
|
|
|
|
10,940 |
|
Other assets, net |
|
|
16,207 |
|
|
|
178,961 |
|
|
|
33,998 |
|
|
|
|
|
|
|
229,166 |
|
Investment in subsidiaries |
|
|
2,733,354 |
|
|
|
3,325 |
|
|
|
|
|
|
|
(2,736,679 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,754,828 |
|
|
$ |
2,836,360 |
|
|
$ |
569,299 |
|
|
$ |
(2,739,518 |
) |
|
$ |
3,420,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
93,828 |
|
|
$ |
167,618 |
|
|
$ |
31,317 |
|
|
$ |
(2,839 |
) |
|
$ |
289,924 |
|
Deferred taxes |
|
|
408,432 |
|
|
|
9 |
|
|
|
73 |
|
|
|
|
|
|
|
408,514 |
|
Long-term debt |
|
|
977,912 |
|
|
|
|
|
|
|
195,000 |
|
|
|
|
|
|
|
1,172,912 |
|
Other liabilities |
|
|
|
|
|
|
82,886 |
|
|
|
16,607 |
|
|
|
|
|
|
|
99,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,480,172 |
|
|
|
250,513 |
|
|
|
242,997 |
|
|
|
(2,839 |
) |
|
|
1,970,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (see Note 14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
1,274,656 |
|
|
|
2,585,847 |
|
|
|
326,302 |
|
|
|
(2,736,679 |
) |
|
|
1,450,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
2,754,828 |
|
|
$ |
2,836,360 |
|
|
$ |
569,299 |
|
|
$ |
(2,739,518 |
) |
|
$ |
3,420,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2008
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
607 |
|
|
$ |
813 |
|
|
$ |
619 |
|
|
$ |
|
|
|
$ |
2,039 |
|
Other current assets |
|
|
29,004 |
|
|
|
421,392 |
|
|
|
90,797 |
|
|
|
(2,302 |
) |
|
|
538,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
29,611 |
|
|
|
422,205 |
|
|
|
91,416 |
|
|
|
(2,302 |
) |
|
|
540,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties and equipment, at cost successful efforts method: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties, including wells and related equipment |
|
|
|
|
|
|
3,016,937 |
|
|
|
521,522 |
|
|
|
|
|
|
|
3,538,459 |
|
Unproved properties |
|
|
|
|
|
|
124,272 |
|
|
|
67 |
|
|
|
|
|
|
|
124,339 |
|
Accumulated depletion, depreciation, and amortization |
|
|
|
|
|
|
(670,991 |
) |
|
|
(100,573 |
) |
|
|
|
|
|
|
(771,564 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,470,218 |
|
|
|
421,016 |
|
|
|
|
|
|
|
2,891,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other property and equipment, net |
|
|
|
|
|
|
11,877 |
|
|
|
562 |
|
|
|
|
|
|
|
12,439 |
|
Other assets, net |
|
|
12,846 |
|
|
|
129,482 |
|
|
|
46,264 |
|
|
|
|
|
|
|
188,592 |
|
Investment in subsidiaries |
|
|
2,976,208 |
|
|
|
(12,865 |
) |
|
|
|
|
|
|
(2,963,343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
3,018,665 |
|
|
$ |
3,020,917 |
|
|
$ |
559,258 |
|
|
$ |
(2,965,645 |
) |
|
$ |
3,633,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
118,089 |
|
|
$ |
215,640 |
|
|
$ |
20,825 |
|
|
$ |
(2,302 |
) |
|
$ |
352,252 |
|
Deferred taxes |
|
|
416,637 |
|
|
|
|
|
|
|
278 |
|
|
|
|
|
|
|
416,915 |
|
Long-term debt |
|
|
1,169,811 |
|
|
|
|
|
|
|
150,000 |
|
|
|
|
|
|
|
1,319,811 |
|
Other liabilities |
|
|
|
|
|
|
48,000 |
|
|
|
12,969 |
|
|
|
|
|
|
|
60,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,704,537 |
|
|
|
263,640 |
|
|
|
184,072 |
|
|
|
(2,302 |
) |
|
|
2,149,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (see Note 14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
1,314,128 |
|
|
|
2,757,277 |
|
|
|
375,186 |
|
|
|
(2,963,343 |
) |
|
|
1,483,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
3,018,665 |
|
|
$ |
3,020,917 |
|
|
$ |
559,258 |
|
|
$ |
(2,965,645 |
) |
|
$ |
3,633,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended June 30, 2009
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
|
|
|
$ |
110,495 |
|
|
$ |
23,182 |
|
|
$ |
|
|
|
$ |
133,677 |
|
Natural gas |
|
|
|
|
|
|
25,531 |
|
|
|
3,955 |
|
|
|
|
|
|
|
29,486 |
|
Marketing |
|
|
|
|
|
|
206 |
|
|
|
109 |
|
|
|
|
|
|
|
315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
136,232 |
|
|
|
27,246 |
|
|
|
|
|
|
|
163,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
|
|
|
|
33,502 |
|
|
|
6,949 |
|
|
|
|
|
|
|
40,451 |
|
Production, ad valorem, and severance taxes |
|
|
|
|
|
|
13,971 |
|
|
|
3,062 |
|
|
|
|
|
|
|
17,033 |
|
Depletion, depreciation, and amortization |
|
|
|
|
|
|
63,140 |
|
|
|
11,294 |
|
|
|
|
|
|
|
74,434 |
|
Exploration |
|
|
|
|
|
|
15,916 |
|
|
|
18 |
|
|
|
|
|
|
|
15,934 |
|
General and administrative |
|
|
4,237 |
|
|
|
7,958 |
|
|
|
2,810 |
|
|
|
(1,226 |
) |
|
|
13,779 |
|
Marketing |
|
|
|
|
|
|
454 |
|
|
|
61 |
|
|
|
|
|
|
|
515 |
|
Derivative fair value loss |
|
|
|
|
|
|
23,666 |
|
|
|
37,440 |
|
|
|
|
|
|
|
61,106 |
|
Other operating |
|
|
43 |
|
|
|
14,134 |
|
|
|
658 |
|
|
|
|
|
|
|
14,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
4,280 |
|
|
|
172,741 |
|
|
|
62,292 |
|
|
|
(1,226 |
) |
|
|
238,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(4,280 |
) |
|
|
(36,509 |
) |
|
|
(35,046 |
) |
|
|
1,226 |
|
|
|
(74,609 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(16,775 |
) |
|
|
|
|
|
|
(2,351 |
) |
|
|
|
|
|
|
(19,126 |
) |
Equity loss from subsidiaries |
|
|
(57,646 |
) |
|
|
(11,918 |
) |
|
|
|
|
|
|
69,564 |
|
|
|
|
|
Other |
|
|
(33 |
) |
|
|
1,915 |
|
|
|
1 |
|
|
|
(1,226 |
) |
|
|
657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(74,454 |
) |
|
|
(10,003 |
) |
|
|
(2,350 |
) |
|
|
68,338 |
|
|
|
(18,469 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(78,734 |
) |
|
|
(46,512 |
) |
|
|
(37,396 |
) |
|
|
69,564 |
|
|
|
(93,078 |
) |
Income tax benefit (provision) |
|
|
31,758 |
|
|
|
|
|
|
|
(200 |
) |
|
|
|
|
|
|
31,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
(46,976 |
) |
|
|
(46,512 |
) |
|
|
(37,596 |
) |
|
|
69,564 |
|
|
|
(61,520 |
) |
Change in deferred hedge loss on interest
rate swaps, net of tax |
|
|
(384 |
) |
|
|
|
|
|
|
1,361 |
|
|
|
|
|
|
|
977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(47,360 |
) |
|
$ |
(46,512 |
) |
|
$ |
(36,235 |
) |
|
$ |
69,564 |
|
|
$ |
(60,543 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended June 30, 2008
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
|
|
|
$ |
239,783 |
|
|
$ |
47,141 |
|
|
$ |
|
|
|
$ |
286,924 |
|
Natural gas |
|
|
|
|
|
|
56,081 |
|
|
|
11,808 |
|
|
|
|
|
|
|
67,889 |
|
Marketing |
|
|
|
|
|
|
1,618 |
|
|
|
903 |
|
|
|
|
|
|
|
2,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
297,482 |
|
|
|
59,852 |
|
|
|
|
|
|
|
357,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
|
|
|
|
33,775 |
|
|
|
6,922 |
|
|
|
|
|
|
|
40,697 |
|
Production, ad valorem, and severance taxes |
|
|
|
|
|
|
29,261 |
|
|
|
5,782 |
|
|
|
|
|
|
|
35,043 |
|
Depletion, depreciation, and amortization |
|
|
|
|
|
|
41,811 |
|
|
|
9,215 |
|
|
|
|
|
|
|
51,026 |
|
Exploration |
|
|
|
|
|
|
11,555 |
|
|
|
38 |
|
|
|
|
|
|
|
11,593 |
|
General and administrative |
|
|
3,911 |
|
|
|
5,830 |
|
|
|
2,933 |
|
|
|
(1,115 |
) |
|
|
11,559 |
|
Marketing |
|
|
|
|
|
|
2,116 |
|
|
|
1,609 |
|
|
|
|
|
|
|
3,725 |
|
Derivative fair value loss |
|
|
|
|
|
|
179,962 |
|
|
|
76,428 |
|
|
|
|
|
|
|
256,390 |
|
Other operating |
|
|
42 |
|
|
|
2,853 |
|
|
|
331 |
|
|
|
|
|
|
|
3,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
3,953 |
|
|
|
307,163 |
|
|
|
103,258 |
|
|
|
(1,115 |
) |
|
|
413,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(3,953 |
) |
|
|
(9,681 |
) |
|
|
(43,406 |
) |
|
|
1,115 |
|
|
|
(55,925 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(14,876 |
) |
|
|
|
|
|
|
(1,909 |
) |
|
|
|
|
|
|
(16,785 |
) |
Equity loss from subsidiaries |
|
|
(38,923 |
) |
|
|
(15,800 |
) |
|
|
|
|
|
|
54,723 |
|
|
|
|
|
Other |
|
|
(85 |
) |
|
|
1,821 |
|
|
|
65 |
|
|
|
(1,115 |
) |
|
|
686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(53,884 |
) |
|
|
(13,979 |
) |
|
|
(1,844 |
) |
|
|
53,608 |
|
|
|
(16,099 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(57,837 |
) |
|
|
(23,660 |
) |
|
|
(45,250 |
) |
|
|
54,723 |
|
|
|
(72,024 |
) |
Income tax benefit (provision) |
|
|
21,151 |
|
|
|
(81 |
) |
|
|
252 |
|
|
|
|
|
|
|
21,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
(36,686 |
) |
|
|
(23,741 |
) |
|
|
(44,998 |
) |
|
|
54,723 |
|
|
|
(50,702 |
) |
Amortization of deferred loss on commodity
derivative contracts, net of tax |
|
|
(522 |
) |
|
|
1,429 |
|
|
|
|
|
|
|
|
|
|
|
907 |
|
Change in deferred hedge gain on interest
rate swaps, net of tax |
|
|
(647 |
) |
|
|
|
|
|
|
2,235 |
|
|
|
|
|
|
|
1,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(37,855 |
) |
|
$ |
(22,312 |
) |
|
$ |
(42,763 |
) |
|
$ |
54,723 |
|
|
$ |
(48,207 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Six Months Ended June 30, 2009
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
|
|
|
$ |
183,051 |
|
|
$ |
38,915 |
|
|
$ |
|
|
|
$ |
221,966 |
|
Natural gas |
|
|
|
|
|
|
46,867 |
|
|
|
7,873 |
|
|
|
|
|
|
|
54,740 |
|
Marketing |
|
|
|
|
|
|
842 |
|
|
|
279 |
|
|
|
|
|
|
|
1,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
230,760 |
|
|
|
47,067 |
|
|
|
|
|
|
|
277,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
|
|
|
|
69,845 |
|
|
|
14,831 |
|
|
|
|
|
|
|
84,676 |
|
Production, ad valorem, and severance taxes |
|
|
|
|
|
|
23,450 |
|
|
|
5,402 |
|
|
|
|
|
|
|
28,852 |
|
Depletion, depreciation, and amortization |
|
|
|
|
|
|
122,449 |
|
|
|
22,285 |
|
|
|
|
|
|
|
144,734 |
|
Exploration |
|
|
|
|
|
|
27,093 |
|
|
|
40 |
|
|
|
|
|
|
|
27,133 |
|
General and administrative |
|
|
9,714 |
|
|
|
15,076 |
|
|
|
4,999 |
|
|
|
(2,316 |
) |
|
|
27,473 |
|
Marketing |
|
|
|
|
|
|
1,063 |
|
|
|
191 |
|
|
|
|
|
|
|
1,254 |
|
Derivative fair value loss (gain) |
|
|
|
|
|
|
(14,018 |
) |
|
|
26,533 |
|
|
|
|
|
|
|
12,515 |
|
Other operating |
|
|
83 |
|
|
|
19,720 |
|
|
|
1,375 |
|
|
|
|
|
|
|
21,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
9,797 |
|
|
|
264,678 |
|
|
|
75,656 |
|
|
|
(2,316 |
) |
|
|
347,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(9,797 |
) |
|
|
(33,918 |
) |
|
|
(28,589 |
) |
|
|
2,316 |
|
|
|
(69,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(30,522 |
) |
|
|
|
|
|
|
(4,567 |
) |
|
|
|
|
|
|
(35,089 |
) |
Equity loss from subsidiaries |
|
|
(50,644 |
) |
|
|
(10,432 |
) |
|
|
|
|
|
|
61,076 |
|
|
|
|
|
Other |
|
|
(96 |
) |
|
|
3,617 |
|
|
|
6 |
|
|
|
(2,316 |
) |
|
|
1,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(81,262 |
) |
|
|
(6,815 |
) |
|
|
(4,561 |
) |
|
|
58,760 |
|
|
|
(33,878 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(91,059 |
) |
|
|
(40,733 |
) |
|
|
(33,150 |
) |
|
|
61,076 |
|
|
|
(103,866 |
) |
Income tax benefit (provision) |
|
|
36,527 |
|
|
|
117 |
|
|
|
(201 |
) |
|
|
|
|
|
|
36,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
(54,532 |
) |
|
|
(40,616 |
) |
|
|
(33,351 |
) |
|
|
61,076 |
|
|
|
(67,423 |
) |
Change in deferred hedge loss on interest
rate swaps, net of tax |
|
|
(216 |
) |
|
|
|
|
|
|
648 |
|
|
|
|
|
|
|
432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(54,748 |
) |
|
$ |
(40,616 |
) |
|
$ |
(32,703 |
) |
|
$ |
61,076 |
|
|
$ |
(66,991 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2008
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
|
|
|
$ |
423,122 |
|
|
$ |
84,336 |
|
|
$ |
|
|
|
$ |
507,458 |
|
Natural gas |
|
|
|
|
|
|
97,391 |
|
|
|
18,810 |
|
|
|
|
|
|
|
116,201 |
|
Marketing |
|
|
|
|
|
|
2,815 |
|
|
|
3,762 |
|
|
|
|
|
|
|
6,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
523,328 |
|
|
|
106,908 |
|
|
|
|
|
|
|
630,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
|
|
|
|
68,067 |
|
|
|
12,980 |
|
|
|
|
|
|
|
81,047 |
|
Production, ad valorem, and severance taxes |
|
|
|
|
|
|
51,915 |
|
|
|
10,580 |
|
|
|
|
|
|
|
62,495 |
|
Depletion, depreciation, and amortization |
|
|
|
|
|
|
82,234 |
|
|
|
18,335 |
|
|
|
|
|
|
|
100,569 |
|
Exploration |
|
|
|
|
|
|
17,014 |
|
|
|
67 |
|
|
|
|
|
|
|
17,081 |
|
General and administrative |
|
|
6,945 |
|
|
|
10,580 |
|
|
|
5,855 |
|
|
|
(2,134 |
) |
|
|
21,246 |
|
Marketing |
|
|
|
|
|
|
3,505 |
|
|
|
4,002 |
|
|
|
|
|
|
|
7,507 |
|
Derivative fair value loss |
|
|
|
|
|
|
229,513 |
|
|
|
92,015 |
|
|
|
|
|
|
|
321,528 |
|
Other operating |
|
|
83 |
|
|
|
4,967 |
|
|
|
682 |
|
|
|
|
|
|
|
5,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
7,028 |
|
|
|
467,795 |
|
|
|
144,516 |
|
|
|
(2,134 |
) |
|
|
617,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(7,028 |
) |
|
|
55,533 |
|
|
|
(37,608 |
) |
|
|
2,134 |
|
|
|
13,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(32,996 |
) |
|
|
|
|
|
|
(3,549 |
) |
|
|
|
|
|
|
(36,545 |
) |
Equity income (loss) from subsidiaries |
|
|
31,832 |
|
|
|
(13,840 |
) |
|
|
|
|
|
|
(17,992 |
) |
|
|
|
|
Other |
|
|
(48 |
) |
|
|
3,637 |
|
|
|
82 |
|
|
|
(2,134 |
) |
|
|
1,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(1,212 |
) |
|
|
(10,203 |
) |
|
|
(3,467 |
) |
|
|
(20,126 |
) |
|
|
(35,008 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(8,240 |
) |
|
|
45,330 |
|
|
|
(41,075 |
) |
|
|
(17,992 |
) |
|
|
(21,977 |
) |
Income tax benefit (provision) |
|
|
2,508 |
|
|
|
(81 |
) |
|
|
162 |
|
|
|
|
|
|
|
2,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss) |
|
|
(5,732 |
) |
|
|
45,249 |
|
|
|
(40,913 |
) |
|
|
(17,992 |
) |
|
|
(19,388 |
) |
Amortization of deferred loss on commodity
derivative contracts, net of tax |
|
|
(1,071 |
) |
|
|
2,857 |
|
|
|
|
|
|
|
|
|
|
|
1,786 |
|
Change in deferred hedge gain on interest
rate swaps, net of tax |
|
|
(250 |
) |
|
|
|
|
|
|
667 |
|
|
|
|
|
|
|
417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
(7,053 |
) |
|
$ |
48,106 |
|
|
$ |
(40,246 |
) |
|
$ |
(17,992 |
) |
|
$ |
(17,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2009
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
(53,206 |
) |
|
$ |
546,035 |
|
|
$ |
51,318 |
|
|
$ |
|
|
|
$ |
544,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of oil and natural gas properties |
|
|
|
|
|
|
(12,452 |
) |
|
|
(27,538 |
) |
|
|
|
|
|
|
(39,990 |
) |
Deposit on acquisition of oil and natural gas properties |
|
|
|
|
|
|
(37,500 |
) |
|
|
|
|
|
|
|
|
|
|
(37,500 |
) |
Development of oil and natural gas properties |
|
|
|
|
|
|
(231,624 |
) |
|
|
(3,477 |
) |
|
|
|
|
|
|
(235,101 |
) |
Investments in subsidiaries |
|
|
242,740 |
|
|
|
|
|
|
|
|
|
|
|
(242,740 |
) |
|
|
|
|
Other |
|
|
|
|
|
|
3,231 |
|
|
|
|
|
|
|
|
|
|
|
3,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
242,740 |
|
|
|
(278,345 |
) |
|
|
(31,015 |
) |
|
|
(242,740 |
) |
|
|
(309,360 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt, net of issuance costs |
|
|
242,450 |
|
|
|
|
|
|
|
78,000 |
|
|
|
|
|
|
|
320,450 |
|
Payments on long-term debt |
|
|
(440,000 |
) |
|
|
|
|
|
|
(33,000 |
) |
|
|
|
|
|
|
(473,000 |
) |
Proceeds from ENP issuance of common units, net
of offering costs |
|
|
|
|
|
|
|
|
|
|
40,724 |
|
|
|
|
|
|
|
40,724 |
|
Net equity distributions |
|
|
|
|
|
|
(170,102 |
) |
|
|
(72,638 |
) |
|
|
242,740 |
|
|
|
|
|
Other |
|
|
7,453 |
|
|
|
(62,677 |
) |
|
|
(33,936 |
) |
|
|
|
|
|
|
(89,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(190,097 |
) |
|
|
(232,779 |
) |
|
|
(20,850 |
) |
|
|
242,740 |
|
|
|
(200,986 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
(563 |
) |
|
|
34,911 |
|
|
|
(547 |
) |
|
|
|
|
|
|
33,801 |
|
Cash and cash equivalents, beginning of period |
|
|
607 |
|
|
|
813 |
|
|
|
619 |
|
|
|
|
|
|
|
2,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
44 |
|
|
$ |
35,724 |
|
|
$ |
72 |
|
|
$ |
|
|
|
$ |
35,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2008
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Consolidated |
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
(15,147 |
) |
|
$ |
303,826 |
|
|
$ |
63,636 |
|
|
$ |
|
|
|
$ |
352,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of oil and natural gas properties |
|
|
|
|
|
|
(49,199 |
) |
|
|
(81 |
) |
|
|
|
|
|
|
(49,280 |
) |
Development of oil and natural gas properties |
|
|
|
|
|
|
(221,175 |
) |
|
|
(12,050 |
) |
|
|
|
|
|
|
(233,225 |
) |
Investments in subsidiaries |
|
|
128,148 |
|
|
|
|
|
|
|
|
|
|
|
(128,148 |
) |
|
|
|
|
Other |
|
|
|
|
|
|
(23,681 |
) |
|
|
(217 |
) |
|
|
|
|
|
|
(23,898 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
128,148 |
|
|
|
(294,055 |
) |
|
|
(12,348 |
) |
|
|
(128,148 |
) |
|
|
(306,403 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
|
(39,118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,118 |
) |
Proceeds from long-term debt, net of issuance costs |
|
|
455,029 |
|
|
|
|
|
|
|
163,310 |
|
|
|
|
|
|
|
618,339 |
|
Payments on long-term debt |
|
|
(538,500 |
) |
|
|
|
|
|
|
(60,000 |
) |
|
|
|
|
|
|
(598,500 |
) |
Net equity distributions |
|
|
|
|
|
|
(3,121 |
) |
|
|
(125,027 |
) |
|
|
128,148 |
|
|
|
|
|
Other |
|
|
10,000 |
|
|
|
(8,086 |
) |
|
|
(28,657 |
) |
|
|
|
|
|
|
(26,743 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(112,589 |
) |
|
|
(11,207 |
) |
|
|
(50,374 |
) |
|
|
128,148 |
|
|
|
(46,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
412 |
|
|
|
(1,436 |
) |
|
|
914 |
|
|
|
|
|
|
|
(110 |
) |
Cash and cash equivalents, beginning of period |
|
|
1 |
|
|
|
1,700 |
|
|
|
3 |
|
|
|
|
|
|
|
1,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
413 |
|
|
$ |
264 |
|
|
$ |
917 |
|
|
$ |
|
|
|
$ |
1,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Note 14. Commitments and Contingencies
EAC is a party to ongoing legal proceedings in the ordinary course of business. Management
does not believe the result of these proceedings will have a material adverse effect on EACs
business, financial condition, results of operations, or liquidity.
Additionally, EAC has contractual obligations related to future plugging and abandonment
expenses on oil and natural gas properties and related facilities disposal, long-term debt,
derivative contracts, capital and operating leases, and development commitments. Please read
Capital Commitments, Capital Resources, and Liquidity Capital commitments Contractual
obligations included in Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations of this Report for a description of EACs contractual obligations as of June
30, 2009.
Note 15. Related Party Transactions
During the three and six months ended June 30, 2008, EAC received approximately $48.7 million
and $89.3 million, respectively, from affiliates of Tesoro Corporation (Tesoro) related to gross
oil and gas production sold from wells operated by Encore Operating, L.P. (Encore Operating), a
Texas limited partnership and indirect wholly owned subsidiary of EAC. Mr. John V. Genova, a
member of the Board, served as an employee of Tesoro until May 2008.
Please read Note 16. ENP for a discussion of related party transactions with ENP.
Note 16. ENP
Administrative Services Agreement
ENP does not have any employees. The employees supporting ENPs operations are employees of
EAC. Encore Operating performs administrative services for ENP, such as accounting, corporate
development, finance, land, legal, and engineering, pursuant to an administrative services
agreement. In addition, Encore Operating provides all personnel, facilities, goods, and equipment
necessary to perform these services which are not otherwise provided for by ENP. Encore Operating
is not liable to ENP for its performance of, or failure to perform, services under the
administrative services agreement unless its acts or omissions constitute gross negligence or
willful misconduct.
Encore Operating initially received an administrative fee of $1.75 per BOE of ENPs production
for such services. From April 1, 2008 to March 31, 2009, the administration fee was $1.88 per BOE
of ENPs production. Effective April 1, 2009, the administrative fee increased to $2.02 per BOE of
ENPs production as a result of the COPAS Wage Index Adjustment. ENP also reimburses Encore
Operating for actual third-party expenses incurred on ENPs behalf. Encore Operating has
substantial discretion in determining which third-party expenses to incur on ENPs behalf. In
addition, Encore Operating is entitled to retain any COPAS overhead charges associated with
drilling and operating wells that would otherwise be paid by non-operating interest owners to the
operator.
The administrative fee will increase in the following circumstances:
|
|
|
beginning on the first day of April in each year by an amount equal to the product of
the then-current administrative fee multiplied by the COPAS Wage Index Adjustment for that
year; |
|
|
|
|
if ENP or one of its subsidiaries acquires additional assets, Encore Operating may
propose an increase in its administrative fee that covers the provision of services for
such additional assets; however, such proposal must be approved by the board of directors
of GP LLC upon the recommendation of its conflicts committee; and |
|
|
|
|
otherwise as agreed upon by Encore Operating and GP LLC, with the approval of the
conflicts committee of the board of directors of GP LLC. |
ENP reimburses EAC for any state income, franchise, or similar tax incurred by EAC resulting
from the inclusion of ENP and its subsidiaries in consolidated tax returns with EAC and its
subsidiaries as required by applicable law. The amount of any such reimbursement is limited to the
tax that ENP and its subsidiaries would have incurred had they not been included in a combined
group with EAC.
33
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Sales of Assets to ENP
In June 2009, Encore Operating sold certain oil and natural gas producing properties and
related assets in the Williston Basin in North Dakota and Montana (the Williston Basin Assets) to
ENP for approximately $25.7 million in cash, including post-closing adjustments, which was financed
through borrowings under the OLLC Credit Agreement and proceeds from the issuance of ENP common
units to the public. EAC used the proceeds from the sale of the properties to reduce outstanding
borrowings under the EAC Credit Agreement.
In January 2009, Encore Operating sold certain oil and natural gas producing properties and
related assets in the Arkoma Basin in Arkansas and royalty interest properties primarily in
Oklahoma, as well as 10,300 unleased mineral acres (the Arkoma Basin Assets), to ENP for
approximately $46.4 million in cash, including post-closing adjustments, which was financed through
borrowings under the OLLC Credit Agreement. EAC used the proceeds from the sale of the properties
to reduce outstanding borrowings under the EAC Credit Agreement.
In February 2008, Encore Operating sold certain oil and natural gas properties and related
assets in the Permian Basin in West Texas and in the Williston Basin in North Dakota to ENP for
approximately $125.0 million in cash, including post-closing adjustments, and 6,884,776 ENP common
units. In determining the total purchase price, the common units were valued at $125.0 million.
However, no accounting value was ascribed to the common units as the cash consideration exceeded
Encore Operatings carrying value of the properties. The cash portion of the purchase price was
financed through borrowings under the OLLC Credit Agreement. EAC used the proceeds from the sale
of the properties to reduce outstanding borrowings under the EAC Credit Agreement.
Shelf Registration Statement on Form S-3
In November 2008, ENPs shelf registration statement on Form S-3 was declared effective by
the SEC. Under the shelf registration statement, ENP may offer common units, senior debt, or
subordinated debt in one or more offerings with a total initial offering price of up to $1 billion.
Public Offering of Common Units
In May 2009, ENP issued 2,760,000 common units under its shelf registration statement at a
price to the public of $15.60 per common unit. ENP used the net proceeds of approximately $40.8
million, after deducting the underwriters discounts and commissions of $1.9 million, in the
aggregate, and offering costs of approximately $0.4 million, to fund the acquisition of certain
natural gas producing properties in the Vinegarone Field in Val Verde County, Texas (the
Vinegarone Assets) from an independent energy company for $27.5 million, including post-closing
adjustments, and a portion of the purchase price of the Williston Basin Assets.
Long-Term Incentive Plan
In September 2007, the board of directors of GP LLC adopted the Encore Energy Partners GP LLC
Long-Term Incentive Plan (the ENP Plan), which provides for the granting of options, restricted
units, phantom units, unit appreciation rights, distribution equivalent rights, other unit-based
awards, and unit awards. All employees, consultants, and directors of EAC, GP LLC, and any of
their subsidiaries and affiliates who perform services for ENP are eligible to be granted awards
under the ENP Plan. The ENP Plan is administered by the board of directors of GP LLC or a
committee thereof, referred to as the plan administrator. To satisfy common unit awards under the
ENP Plan, ENP may issue common units, acquire common units in the open market, or use common units
owned by EAC and its affiliates.
The total number of common units reserved for issuance pursuant to the ENP Plan is 1,150,000.
As of June 30, 2009, there were 1,100,000 common units available for issuance under the ENP Plan.
Phantom Units. Each October, ENP issues 5,000 phantom units to each member of GP LLCs board
of directors pursuant to the ENP Plan. A phantom unit entitles the grantee to receive a common
unit upon the vesting of the phantom unit or, at the discretion of the plan administrator, cash
equivalent to the value of a common unit. ENP intends to settle the phantom units at vesting by
issuing common units to the grantee; therefore, these phantom units are classified as equity
instruments. Phantom units vest equally over a four-year period. The holders of phantom units are
also entitled to receive distribution equivalent rights prior to vesting, which entitle
34
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
them to
receive cash equal to the amount of any cash distributions made by ENP with respect to a common
unit during the period the right is outstanding. During each of the six months ended June 30, 2009
and 2008, ENP recognized non-cash unit-based
compensation expense related to phantom units of approximately $0.2 million, which is included
in General and administrative expense in the accompanying Consolidated Statements of Operations.
The following table summarizes the changes in ENPs unvested phantom units for the six months
ended June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
Number of |
|
Grant Date |
|
|
Shares |
|
Fair Value |
Outstanding at January 1, 2009 |
|
|
43,750 |
|
|
$ |
18.67 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2009 |
|
|
43,750 |
|
|
|
18.67 |
|
|
|
|
|
|
|
|
|
|
As of June 30, 2009, ENP had $0.4 million of total unrecognized compensation cost related to
unvested phantom units, which is expected to be recognized over a weighted average period of 2.0
years.
Management Incentive Units
In May 2007, the board of directors of GP LLC issued 550,000 management incentive units to
certain executive officers of GP LLC. During the fourth quarter of 2008, the management incentive
units became convertible into ENP common units, at the option of the holder, at a ratio of one
management incentive unit to approximately 3.1186 ENP common units, and all 550,000 management
incentive units were converted into 1,715,205 ENP common units.
During the three and six months ended June 30, 2008, ENP recognized non-cash unit-based
compensation expense for the management incentive units of $1.1 million and $2.1 million,
respectively, which is included in General and administrative expense in the accompanying
Consolidated Statements of Operations. There have been no additional issuances of management
incentive units.
Distributions
During
the three and six months ended June 30, 2009, ENP distributed approximately
$16.8 million and $33.6 million, respectively, of which $10.7 million and $21.4 million,
respectively, was paid to EAC and its subsidiaries and had no impact on EACs consolidated cash.
During the three and six months ended June 30, 2008, ENP
distributed approximately $19.3
million and $29.2 million, respectively, of which $12.3 million and $18.0 million, respectively,
was paid to EAC and its subsidiaries and had no impact on EACs consolidated cash.
During the three and six months ended June 30, 2008, ENP distributed approximately $1.0
million and $1.2 million, respectively, to certain executive
officers of GP LLC, who serve in the
same capacities for EAC, based on their ownership of management incentive units.
Note 17. Segment Information
EAC operates in only one industry: the oil and natural gas exploration and production industry
in the United States. However, EAC is organizationally structured along two reportable segments:
EAC Standalone and ENP. EACs segments are components of its business for which separate financial
information is available and regularly evaluated by the chief operating decision maker in deciding
how to allocate capital resources to projects and in assessing performance. The accounting
policies used in the generation of segment financial statements are the same as those described in
Note 2. Summary of Significant Accounting Policies in EACs 2008 Annual Report on Form 10-K.
The following tables provide EACs operating segment information required by SFAS No. 131,
"Disclosure about Segments of an Enterprise and Related Information. The prior period financial
information of ENP in the following tables was recast to include the financial results of the
Arkoma Basin Assets and the Williston Basin Assets.
35
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, 2009 |
|
|
|
EAC |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Standalone |
|
|
ENP |
|
|
Eliminations |
|
|
Total |
|
|
|
(in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
110,495 |
|
|
$ |
23,182 |
|
|
$ |
|
|
|
$ |
133,677 |
|
Natural gas |
|
|
25,531 |
|
|
|
3,955 |
|
|
|
|
|
|
|
29,486 |
|
Marketing |
|
|
206 |
|
|
|
109 |
|
|
|
|
|
|
|
315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
136,232 |
|
|
|
27,246 |
|
|
|
|
|
|
|
163,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
33,502 |
|
|
|
6,949 |
|
|
|
|
|
|
|
40,451 |
|
Production, ad valorem, and severance taxes |
|
|
13,971 |
|
|
|
3,062 |
|
|
|
|
|
|
|
17,033 |
|
Depletion, depreciation, and amortization |
|
|
63,140 |
|
|
|
11,294 |
|
|
|
|
|
|
|
74,434 |
|
Exploration |
|
|
15,916 |
|
|
|
18 |
|
|
|
|
|
|
|
15,934 |
|
General and administrative |
|
|
12,198 |
|
|
|
2,807 |
|
|
|
(1,226 |
) |
|
|
13,779 |
|
Marketing |
|
|
454 |
|
|
|
61 |
|
|
|
|
|
|
|
515 |
|
Derivative fair value loss |
|
|
23,666 |
|
|
|
37,440 |
|
|
|
|
|
|
|
61,106 |
|
Other operating |
|
|
14,177 |
|
|
|
658 |
|
|
|
|
|
|
|
14,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
177,024 |
|
|
|
62,289 |
|
|
|
(1,226 |
) |
|
|
238,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(40,792 |
) |
|
|
(35,043 |
) |
|
|
1,226 |
|
|
|
(74,609 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(16,775 |
) |
|
|
(2,351 |
) |
|
|
|
|
|
|
(19,126 |
) |
Other |
|
|
1,882 |
|
|
|
1 |
|
|
|
(1,226 |
) |
|
|
657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(14,893 |
) |
|
|
(2,350 |
) |
|
|
(1,226 |
) |
|
|
(18,469 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(55,685 |
) |
|
|
(37,393 |
) |
|
|
|
|
|
|
(93,078 |
) |
Income tax benefit (provision) |
|
|
31,758 |
|
|
|
(200 |
) |
|
|
|
|
|
|
31,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
(23,927 |
) |
|
|
(37,593 |
) |
|
|
|
|
|
|
(61,520 |
) |
Change in deferred hedge loss on interest
rate swaps, net of tax |
|
|
(384 |
) |
|
|
1,361 |
|
|
|
|
|
|
|
977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(24,311 |
) |
|
$ |
(36,232 |
) |
|
$ |
|
|
|
$ |
(60,543 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
36
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, 2008 |
|
|
|
EAC |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Standalone |
|
|
ENP |
|
|
Eliminations |
|
|
Total |
|
|
|
(in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
235,321 |
|
|
$ |
51,603 |
|
|
$ |
|
|
|
$ |
286,924 |
|
Natural gas |
|
|
53,235 |
|
|
|
14,654 |
|
|
|
|
|
|
|
67,889 |
|
Marketing |
|
|
1,618 |
|
|
|
903 |
|
|
|
|
|
|
|
2,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
290,174 |
|
|
|
67,160 |
|
|
|
|
|
|
|
357,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
33,062 |
|
|
|
7,635 |
|
|
|
|
|
|
|
40,697 |
|
Production, ad valorem, and severance taxes |
|
|
28,735 |
|
|
|
6,308 |
|
|
|
|
|
|
|
35,043 |
|
Depletion, depreciation, and amortization |
|
|
40,710 |
|
|
|
10,316 |
|
|
|
|
|
|
|
51,026 |
|
Exploration |
|
|
11,555 |
|
|
|
38 |
|
|
|
|
|
|
|
11,593 |
|
General and administrative |
|
|
9,436 |
|
|
|
3,252 |
|
|
|
(1,129 |
) |
|
|
11,559 |
|
Marketing |
|
|
2,116 |
|
|
|
1,609 |
|
|
|
|
|
|
|
3,725 |
|
Derivative fair value loss |
|
|
179,962 |
|
|
|
76,428 |
|
|
|
|
|
|
|
256,390 |
|
Other operating |
|
|
2,835 |
|
|
|
391 |
|
|
|
|
|
|
|
3,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
308,411 |
|
|
|
105,977 |
|
|
|
(1,129 |
) |
|
|
413,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(18,237 |
) |
|
|
(38,817 |
) |
|
|
1,129 |
|
|
|
(55,925 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(14,876 |
) |
|
|
(1,909 |
) |
|
|
|
|
|
|
(16,785 |
) |
Other |
|
|
1,750 |
|
|
|
65 |
|
|
|
(1,129 |
) |
|
|
686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(13,126 |
) |
|
|
(1,844 |
) |
|
|
(1,129 |
) |
|
|
(16,099 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(31,363 |
) |
|
|
(40,661 |
) |
|
|
|
|
|
|
(72,024 |
) |
Income tax benefit |
|
|
21,187 |
|
|
|
135 |
|
|
|
|
|
|
|
21,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
(10,176 |
) |
|
|
(40,526 |
) |
|
|
|
|
|
|
(50,702 |
) |
Amortization of deferred loss on commodity
derivative contracts, net of tax |
|
|
907 |
|
|
|
|
|
|
|
|
|
|
|
907 |
|
Change in deferred hedge gain on interest
rate swaps, net of tax |
|
|
(967 |
) |
|
|
2,552 |
|
|
|
|
|
|
|
1,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(10,236 |
) |
|
$ |
(37,974 |
) |
|
$ |
|
|
|
$ |
(48,210 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
37
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, 2009 |
|
|
|
EAC |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Standalone |
|
|
ENP |
|
|
Eliminations |
|
|
Total |
|
|
|
(in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
183,051 |
|
|
$ |
38,915 |
|
|
$ |
|
|
|
$ |
221,966 |
|
Natural gas |
|
|
46,867 |
|
|
|
7,873 |
|
|
|
|
|
|
|
54,740 |
|
Marketing |
|
|
842 |
|
|
|
279 |
|
|
|
|
|
|
|
1,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
230,760 |
|
|
|
47,067 |
|
|
|
|
|
|
|
277,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
69,845 |
|
|
|
14,831 |
|
|
|
|
|
|
|
84,676 |
|
Production, ad valorem, and severance taxes |
|
|
23,450 |
|
|
|
5,402 |
|
|
|
|
|
|
|
28,852 |
|
Depletion, depreciation, and amortization |
|
|
122,449 |
|
|
|
22,285 |
|
|
|
|
|
|
|
144,734 |
|
Exploration |
|
|
27,093 |
|
|
|
40 |
|
|
|
|
|
|
|
27,133 |
|
General and administrative |
|
|
24,793 |
|
|
|
4,996 |
|
|
|
(2,316 |
) |
|
|
27,473 |
|
Marketing |
|
|
1,063 |
|
|
|
191 |
|
|
|
|
|
|
|
1,254 |
|
Derivative fair value loss (gain) |
|
|
(14,018 |
) |
|
|
26,533 |
|
|
|
|
|
|
|
12,515 |
|
Other operating |
|
|
19,803 |
|
|
|
1,375 |
|
|
|
|
|
|
|
21,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
274,478 |
|
|
|
75,653 |
|
|
|
(2,316 |
) |
|
|
347,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(43,718 |
) |
|
|
(28,586 |
) |
|
|
2,316 |
|
|
|
(69,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(30,522 |
) |
|
|
(4,567 |
) |
|
|
|
|
|
|
(35,089 |
) |
Other |
|
|
3,521 |
|
|
|
6 |
|
|
|
(2,316 |
) |
|
|
1,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(27,001 |
) |
|
|
(4,561 |
) |
|
|
(2,316 |
) |
|
|
(33,878 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(70,719 |
) |
|
|
(33,147 |
) |
|
|
|
|
|
|
(103,866 |
) |
Income tax benefit (provision) |
|
|
36,644 |
|
|
|
(201 |
) |
|
|
|
|
|
|
36,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss |
|
|
(34,075 |
) |
|
|
(33,348 |
) |
|
|
|
|
|
|
(67,423 |
) |
Change in deferred hedge loss on interest
rate swaps, net of tax |
|
|
(216 |
) |
|
|
648 |
|
|
|
|
|
|
|
432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(34,291 |
) |
|
$ |
(32,700 |
) |
|
$ |
|
|
|
$ |
(66,991 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
38
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, 2008 |
|
|
|
EAC |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Standalone |
|
|
ENP |
|
|
Eliminations |
|
|
Total |
|
|
|
(in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
415,014 |
|
|
$ |
92,444 |
|
|
$ |
|
|
|
$ |
507,458 |
|
Natural gas |
|
|
92,458 |
|
|
|
23,743 |
|
|
|
|
|
|
|
116,201 |
|
Marketing |
|
|
2,815 |
|
|
|
3,762 |
|
|
|
|
|
|
|
6,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
510,287 |
|
|
|
119,949 |
|
|
|
|
|
|
|
630,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
66,718 |
|
|
|
14,329 |
|
|
|
|
|
|
|
81,047 |
|
Production, ad valorem, and severance taxes |
|
|
50,956 |
|
|
|
11,539 |
|
|
|
|
|
|
|
62,495 |
|
Depletion, depreciation, and amortization |
|
|
80,049 |
|
|
|
20,520 |
|
|
|
|
|
|
|
100,569 |
|
Exploration |
|
|
17,014 |
|
|
|
67 |
|
|
|
|
|
|
|
17,081 |
|
General and administrative |
|
|
16,956 |
|
|
|
6,424 |
|
|
|
(2,134 |
) |
|
|
21,246 |
|
Marketing |
|
|
3,505 |
|
|
|
4,002 |
|
|
|
|
|
|
|
7,507 |
|
Derivative fair value loss |
|
|
229,513 |
|
|
|
92,015 |
|
|
|
|
|
|
|
321,528 |
|
Other operating |
|
|
4,939 |
|
|
|
793 |
|
|
|
|
|
|
|
5,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
469,650 |
|
|
|
149,689 |
|
|
|
(2,134 |
) |
|
|
617,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
40,637 |
|
|
|
(29,740 |
) |
|
|
2,134 |
|
|
|
13,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
(32,996 |
) |
|
|
(3,549 |
) |
|
|
|
|
|
|
(36,545 |
) |
Other |
|
|
3,589 |
|
|
|
82 |
|
|
|
(2,134 |
) |
|
|
1,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(29,407 |
) |
|
|
(3,467 |
) |
|
|
(2,134 |
) |
|
|
(35,008 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
11,230 |
|
|
|
(33,207 |
) |
|
|
|
|
|
|
(21,977 |
) |
Income tax benefit |
|
|
2,451 |
|
|
|
138 |
|
|
|
|
|
|
|
2,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss) |
|
|
13,681 |
|
|
|
(33,069 |
) |
|
|
|
|
|
|
(19,388 |
) |
Amortization of deferred loss on commodity
derivative contracts, net of tax |
|
|
1,786 |
|
|
|
|
|
|
|
|
|
|
|
1,786 |
|
Change in deferred hedge gain on interest
rate swaps, net of tax |
|
|
(567 |
) |
|
|
984 |
|
|
|
|
|
|
|
417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
14,900 |
|
|
$ |
(32,085 |
) |
|
$ |
|
|
|
$ |
(17,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides EACs balance sheet segment information as of the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
December 31, 2008 |
|
|
|
(in thousands) |
|
Segment assets: |
|
|
|
|
|
|
|
|
EAC Standalone |
|
$ |
2,852,020 |
|
|
$ |
3,023,571 |
|
ENP |
|
|
569,299 |
|
|
|
610,792 |
|
Eliminations |
|
|
(350 |
) |
|
|
(1,168 |
) |
|
|
|
|
|
|
|
Total consolidated assets |
|
$ |
3,420,969 |
|
|
$ |
3,633,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities: |
|
|
|
|
|
|
|
|
EAC Standalone |
|
$ |
1,730,466 |
|
|
$ |
1,966,399 |
|
ENP |
|
|
242,997 |
|
|
|
186,360 |
|
Eliminations |
|
|
(2,620 |
) |
|
|
(2,812 |
) |
|
|
|
|
|
|
|
Total consolidated liabilities |
|
$ |
1,970,843 |
|
|
$ |
2,149,947 |
|
|
|
|
|
|
|
|
39
ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued
(unaudited)
Note 18. Subsequent Events
Subsequent events were evaluated through August 5, 2009, which is the date financial
statements were issued.
Acquisitions from EXCO and Sale to ENP
On June 28, 2009, Encore Operating entered into purchase and sale agreements with EXCO
Resources, Inc. (together with its affiliates, EXCO), which provides for the acquisition by
Encore Operating from EXCO of certain oil and natural gas properties and related assets in the
Mid-Continent and East Texas for $375 million in cash, subject to customary purchase price
adjustments and closing conditions. In conjunction with the signing of the purchase and sale
agreements, EAC made a $37.5 million deposit with EXCO, which is reflected as Acquisition deposit
in the accompanying Consolidated Balance Sheets. The acquisitions will be effective April 1, 2009
and are expected to close in August 2009. EAC expects to finance the acquisitions through
borrowings under the EAC Credit Agreement and proceeds from the sale of assets to ENP as discussed
below.
Also on June 28, 2009, Encore Operating entered into a purchase and sale agreement with ENP,
which provides for the sale by Encore Operating to ENP of certain oil and natural gas properties
and related assets in the Big Horn Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, and the Williston Basin in Montana and North Dakota (the Rockies and Permian Basin
Assets) for $190 million in cash, subject to customary purchase price adjustments. The sale will
be effective April 1, 2009 and is expected to close in August 2009. In connection with the pending
acquisition of the Rockies and Permian Basin Assets, ENP requested the syndicate of lenders
underwriting the OLLC Credit Agreement to increase the borrowing base from $240 million to $375
million.
The acquisitions of properties from EXCO and the sale of properties to ENP are intended to
qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as
amended, and I.R.S. Revenue Procedure 2000-37.
ENP Distribution
On July 28, 2009, ENP announced a cash distribution for the second quarter of 2009 to
unitholders of record as of the close of business on August 10, 2009 at a rate of $0.5125 per unit.
Approximately $23.5 million is expected to be paid to unitholders on or about August 14, 2009.
Public Offering of ENP Common Units
In July 2009, ENP issued 9,430,000 common units under its shelf registration statement at a
price to the public of $14.30 per common unit. ENP expects to use the net proceeds of
approximately $129.1 million, after deducting the underwriters discounts and commissions of $5.4
million, in the aggregate, and offering costs of $0.4 million, to fund a portion of the purchase
price of the Rockies and Permian Basin Assets. Pending the closing of the acquisition of the
Rockies and Permian Basin Assets from Encore Operating, ENP may use the net proceeds to reduce
outstanding borrowings under the OLLC Credit Agreement. As a result of ENPs issuance of common
units, EACs ownership percentage of ENPs common units decreased from approximately 58 percent to
approximately 46 percent.
CO2 Supply Agreement
In July 2009, EAC entered into a purchase and sale agreement to acquire a private company.
This acquisition procures a CO2 supply that is expected to be used for a tertiary oil recovery project in
EACs Bell Creek Field. Under the terms of the agreement, EAC will purchase all of the volumes
available from the Lost Cabin Gas Plant located in Freemont County, Wyoming. Initially, the
volumes are estimated to be approximately 50 MMcf per day. The initial term of the contract is 15
years. EAC plans to build compression facilities adjacent to the plant and construct a 206-mile
pipeline to transport the compressed CO2 to its Bell Creek Field in Southeastern Montana, where EAC
intends to upgrade its current waterflood secondary recovery project into a miscible CO2 flood tertiary
recovery project.
40
ENCORE ACQUISITION COMPANY
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis contains forward-looking statements, which give our
current expectations or forecasts of future events. Actual results could differ materially from
those stated in the forward-looking statements due to many factors, including, but not limited to,
those set forth under Item 1A. Risk Factors and elsewhere in our 2008 Annual Report on Form 10-K.
The following discussion and analysis should be read in conjunction with the consolidated
financial statements and notes thereto included in Item 1. Financial Statements of this Report
and in Item 8. Financial Statements and Supplementary Data of our 2008 Annual Report on Form
10-K.
Introduction
In this managements discussion and analysis of financial condition and results of operations,
the following are discussed and analyzed:
|
|
|
Second Quarter 2009 Highlights |
|
|
|
|
Results of Operations |
|
|
|
Comparison of Quarter Ended June 30, 2009 to Quarter Ended June 30, 2008 |
|
|
|
|
Comparison of Six Months Ended June 30, 2009 to Six Months Ended June 30, 2008 |
|
|
|
Capital Commitments, Capital Resources, and Liquidity |
|
|
|
|
Critical Accounting Policies and Estimates |
|
|
|
|
New Accounting Pronouncements |
Second Quarter 2009 Highlights
Our financial and operating results for the second quarter of 2009 included the following:
|
|
|
Our average daily production volumes increased 8 percent to 41,407 BOE/D as compared to
38,214 BOE/D in the second quarter of 2008. Oil represented 64 percent of our total
production volumes as compared to 71 percent in the second quarter of 2008. |
|
|
|
|
We invested $100.4 million in oil and natural gas activities, of which $71.9 million was
invested in development, exploitation, and exploration activities, yielding 24 gross (7.0
net) productive wells, and $28.3 million was invested in acquisitions, primarily related to
the acquisition of the Vinegarone Assets. |
|
|
|
|
In June, we sold the Williston Basin Assets to ENP for approximately $25.7 million in
cash, including post-closing adjustments. Also in June, we entered into a purchase and
sale agreement with ENP, which provides for the sale of the Rockies and Permian Basin
Assets to ENP for $190 million in cash, subject to customary purchase price adjustments.
This transaction is expected to close in August 2009. |
|
|
|
|
In June, we entered into purchase and sale agreements with EXCO Resources, Inc., which
provides for the acquisition from EXCO of certain oil and natural gas properties and
related assets in the Mid-Continent and East Texas for $375 million in cash, subject to
customary purchase price adjustments and closing conditions. This transaction is expected
to close in August 2009. |
|
|
|
|
In May, ENP issued 2,760,000 common units under its shelf registration statement at a
price to the public of $15.60 per common unit. The net proceeds of approximately $40.8
million were used to fund a portion of the purchase price of the Williston Basin Assets and
the Vinegarone Assets. |
|
|
|
|
In April, we issued $225 million of our 9.5% Senior Subordinated Notes due 2016 at
92.228 percent of par value. We used the net proceeds of approximately $202.5 million to
reduce outstanding borrowings under our revolving credit facility. |
|
|
|
|
Subsequent to the end of the second quarter of 2009, ENP issued 9,430,000 common units
under its shelf registration statement at a price to the public of $14.30 per common unit.
ENP expects to use the net proceeds of approximately $129.1 million to fund a portion of
the purchase price of the Rockies and Permian Basin Assets. |
41
ENCORE ACQUISITION COMPANY
Results of Operations
Comparison of Quarter Ended June 30, 2009 to Quarter Ended June 30, 2008
Revenues. The following table illustrates the components of our revenues for the periods
indicated, as well as each periods respective production volumes and average prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Increase / (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
$ |
|
|
% |
|
Revenues (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil wellhead |
|
$ |
133,677 |
|
|
$ |
288,352 |
|
|
$ |
(154,675 |
) |
|
|
|
|
Oil hedges |
|
|
|
|
|
|
(1,428 |
) |
|
|
1,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil revenues |
|
$ |
133,677 |
|
|
$ |
286,924 |
|
|
$ |
(153,247 |
) |
|
|
-53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas wellhead |
|
$ |
29,486 |
|
|
$ |
67,889 |
|
|
$ |
(38,403 |
) |
|
|
-57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined wellhead |
|
$ |
163,163 |
|
|
$ |
356,241 |
|
|
$ |
(193,078 |
) |
|
|
|
|
Combined hedges |
|
|
|
|
|
|
(1,428 |
) |
|
|
1,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total combined oil and natural gas revenues |
|
|
163,163 |
|
|
|
354,813 |
|
|
|
(191,650 |
) |
|
|
-54 |
% |
Marketing |
|
|
315 |
|
|
|
2,521 |
|
|
|
(2,206 |
) |
|
|
-88 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
163,478 |
|
|
$ |
357,334 |
|
|
$ |
(193,856 |
) |
|
|
-54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average realized prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil wellhead ($/Bbl) |
|
$ |
55.02 |
|
|
$ |
117.22 |
|
|
$ |
(62.20 |
) |
|
|
|
|
Oil hedges ($/Bbl) |
|
|
|
|
|
|
(0.58 |
) |
|
|
0.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil revenues ($/Bbl) |
|
$ |
55.02 |
|
|
$ |
116.64 |
|
|
$ |
(61.62 |
) |
|
|
-53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas wellhead ($/Mcf) |
|
$ |
3.67 |
|
|
$ |
11.12 |
|
|
$ |
(7.45 |
) |
|
|
-67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined wellhead ($/BOE) |
|
$ |
43.30 |
|
|
$ |
102.44 |
|
|
$ |
(59.14 |
) |
|
|
|
|
Combined hedges ($/BOE) |
|
|
|
|
|
|
(0.41 |
) |
|
|
0.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total combined oil and natural gas revenues ($/BOE) |
|
$ |
43.30 |
|
|
$ |
102.03 |
|
|
$ |
(58.73 |
) |
|
|
-58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total production volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MBbls) |
|
|
2,430 |
|
|
|
2,460 |
|
|
|
(30 |
) |
|
|
-1 |
% |
Natural gas (MMcf) |
|
|
8,030 |
|
|
|
6,105 |
|
|
|
1,925 |
|
|
|
32 |
% |
Combined (MBOE) |
|
|
3,768 |
|
|
|
3,477 |
|
|
|
291 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average daily production volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls/D) |
|
|
26,701 |
|
|
|
27,032 |
|
|
|
(331 |
) |
|
|
-1 |
% |
Natural gas (Mcf/D) |
|
|
88,236 |
|
|
|
67,090 |
|
|
|
21,146 |
|
|
|
32 |
% |
Combined (BOE/D) |
|
|
41,407 |
|
|
|
38,214 |
|
|
|
3,193 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average NYMEX prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (per Bbl) |
|
$ |
59.83 |
|
|
$ |
124.30 |
|
|
$ |
(64.47 |
) |
|
|
-52 |
% |
Natural gas (per Mcf) |
|
$ |
3.49 |
|
|
$ |
10.94 |
|
|
$ |
(7.45 |
) |
|
|
-68 |
% |
Oil revenues decreased 53 percent from $286.9 million in the second quarter of 2008 to $133.7
million in the second quarter of 2009 as a result of a $61.62 per Bbl decrease in our average
realized oil price and a 30 MBbls decrease in our oil production volumes. Our lower oil production
volumes decreased oil revenues by approximately $3.5 million and was primarily due to natural
production declines in our Elk Basin field.
Our average realized oil price decreased primarily due to our lower average oil wellhead
price, which decreased oil revenues by approximately $151.1 million, or $62.20 per Bbl. Our
average oil wellhead price decreased primarily due to a lower average NYMEX price, which decreased
from $124.30 per Bbl in the second quarter of 2008 to $59.83 Bbl in the second quarter of 2009.
Oil revenues in the second quarter of 2008 were also reduced by approximately $1.4 million, or
$0.58 per Bbl, for commodity derivative contracts previously designated as hedges.
42
ENCORE ACQUISITION COMPANY
In the second quarter of 2009 and 2008, our average daily production volumes were decreased by
2,065 BOE/D and 1,943 BOE/D, respectively, for net profits interests related to our CCA properties,
which reduced our oil wellhead revenues by approximately $8.6 million and $18.3 million,
respectively.
Natural gas revenues decreased 57 percent from $67.9 million in the second quarter of 2008 to
$29.5 million in the second quarter of 2009 as a result of a $7.45 per Mcf decrease in our average
realized natural gas price, partially offset by a 1,925 MMcf increase in our natural gas production
volumes. Our lower average realized natural gas price decreased natural gas revenues by
approximately $59.8 million and was primarily due to a lower average NYMEX price, which decreased
from $10.94 per Mcf in the second quarter of 2008 to $3.49 per Mcf in the second quarter of 2009.
Our higher natural gas production increased natural gas revenues by approximately $21.4 million and
was primarily due to successful development programs in our Permian Basin and Mid-Continent areas.
The table below illustrates the relationship between our oil and natural gas wellhead prices
as a percentage of average NYMEX prices for the periods indicated. Management uses the wellhead
price to NYMEX margin analysis to analyze trends in our oil and natural gas revenues.
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
2009 |
|
2008 |
Average oil wellhead ($/Bbl) |
|
$ |
55.02 |
|
|
$ |
117.22 |
|
Average NYMEX ($/Bbl) |
|
$ |
59.83 |
|
|
$ |
124.30 |
|
Differential to NYMEX |
|
$ |
(4.81 |
) |
|
$ |
(7.08 |
) |
Average oil wellhead to NYMEX percentage |
|
|
92 |
% |
|
|
94 |
% |
|
|
|
|
|
|
|
|
|
Average natural gas wellhead ($/Mcf) |
|
$ |
3.67 |
|
|
$ |
11.12 |
|
Average NYMEX ($/Mcf) |
|
$ |
3.49 |
|
|
$ |
10.94 |
|
Differential to NYMEX |
|
$ |
0.18 |
|
|
$ |
0.18 |
|
Average natural gas wellhead to NYMEX percentage |
|
|
105 |
% |
|
|
102 |
% |
Our average oil wellhead price as a percentage of the average NYMEX price was 92 percent in
the second quarter of 2009 as compared to 94 percent in the second quarter of 2008.
Our average natural gas wellhead price as a percentage of the average NYMEX price was 105
percent in the second quarter of 2009 as compared to 102 percent in the second quarter of 2008.
Certain of our natural gas marketing contracts determine the price that we are paid based on the
value of the dry gas sold plus a portion of the value of liquids extracted. Since title of the
natural gas sold under these contracts passes at the inlet of the processing plant, we report inlet
volumes of natural gas in Mcf as production. Additionally in the second quarter of 2009, we
recorded a one-time positive $1.0 million value price adjustment for NGLs marketed by a third
party. As a result, the price we were paid per Mcf for natural gas sold under certain contracts
during the second quarter of 2009 increased to a level above NYMEX.
Marketing revenues decreased 88 percent from $2.5 million in the second quarter of 2008 to
$0.3 million in the second quarter of 2009 primarily as a result of a reduction in natural gas
throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous gas
producers at the inlet of the pipeline and resold downstream to various local and off-system
markets.
43
ENCORE ACQUISITION COMPANY
Expenses. The following table summarizes our expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Increase / (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
$ |
|
|
% |
|
Expenses (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
$ |
40,451 |
|
|
$ |
40,697 |
|
|
$ |
(246 |
) |
|
|
|
|
Production, ad valorem, and severance taxes |
|
|
17,033 |
|
|
|
35,043 |
|
|
|
(18,010 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total production expenses |
|
|
57,484 |
|
|
|
75,740 |
|
|
|
(18,256 |
) |
|
|
-24 |
% |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depletion, depreciation, and amortization |
|
|
74,434 |
|
|
|
51,026 |
|
|
|
23,408 |
|
|
|
|
|
Exploration |
|
|
15,934 |
|
|
|
11,593 |
|
|
|
4,341 |
|
|
|
|
|
General and administrative |
|
|
13,779 |
|
|
|
11,559 |
|
|
|
2,220 |
|
|
|
|
|
Marketing |
|
|
515 |
|
|
|
3,725 |
|
|
|
(3,210 |
) |
|
|
|
|
Derivative fair value loss |
|
|
61,106 |
|
|
|
256,390 |
|
|
|
(195,284 |
) |
|
|
|
|
Other operating |
|
|
14,835 |
|
|
|
3,226 |
|
|
|
11,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
238,087 |
|
|
|
413,259 |
|
|
|
(175,172 |
) |
|
|
-42 |
% |
Interest |
|
|
19,126 |
|
|
|
16,785 |
|
|
|
2,341 |
|
|
|
|
|
Income tax benefit |
|
|
(31,558 |
) |
|
|
(21,322 |
) |
|
|
(10,236 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
225,655 |
|
|
$ |
408,722 |
|
|
$ |
(183,067 |
) |
|
|
-45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses (per BOE): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
$ |
10.74 |
|
|
$ |
11.70 |
|
|
$ |
(0.96 |
) |
|
|
|
|
Production, ad valorem, and severance taxes |
|
|
4.52 |
|
|
|
10.08 |
|
|
|
(5.56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total production expenses |
|
|
15.26 |
|
|
|
21.78 |
|
|
|
(6.52 |
) |
|
|
-30 |
% |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depletion, depreciation, and amortization |
|
|
19.75 |
|
|
|
14.67 |
|
|
|
5.08 |
|
|
|
|
|
Exploration |
|
|
4.23 |
|
|
|
3.33 |
|
|
|
0.90 |
|
|
|
|
|
General and administrative |
|
|
3.66 |
|
|
|
3.32 |
|
|
|
0.34 |
|
|
|
|
|
Marketing |
|
|
0.14 |
|
|
|
1.07 |
|
|
|
(0.93 |
) |
|
|
|
|
Derivative fair value loss |
|
|
16.22 |
|
|
|
73.73 |
|
|
|
(57.51 |
) |
|
|
|
|
Other operating |
|
|
3.94 |
|
|
|
0.93 |
|
|
|
3.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
63.20 |
|
|
|
118.83 |
|
|
|
(55.63 |
) |
|
|
-47 |
% |
Interest |
|
|
5.08 |
|
|
|
4.83 |
|
|
|
0.25 |
|
|
|
|
|
Income tax benefit |
|
|
(8.38 |
) |
|
|
(6.13 |
) |
|
|
(2.25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
59.90 |
|
|
$ |
117.53 |
|
|
$ |
(57.63 |
) |
|
|
-49 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production expenses. Total production expenses decreased 24 percent from $75.7 million in the
second quarter of 2008 to $57.5 million in the second quarter of 2009. Our production margin
decreased 62 percent from $280.5 million in the second quarter of 2008 to $105.7 million in the
second quarter of 2009. Total oil and natural gas wellhead revenues per BOE decreased by 58
percent and total production expenses per BOE decreased by 30 percent. On a per BOE basis, our
production margin decreased 65 percent to $28.04 per BOE in the second quarter of 2009 as compared
to $80.66 per BOE in the second quarter of 2008.
Production expense attributable to LOE remained flat at $40.5 million in the second quarter of
2009 as compared to $40.7 million in the second quarter of 2008. Our higher production volumes
increased LOE by approximately $3.4 million. The $0.96 decrease in our average LOE per BOE rate
decreased LOE by approximately $3.6 million and was primarily due to decreases in natural gas
prices resulting in lower electricity costs and gas plant fuel costs, as well as lower prices paid
to oilfield service companies and suppliers, partially offset by an increase of $3.2 million for
retention bonuses to be paid in August 2009 related to our 2008 strategic alternatives process.
Production expense attributable to production, ad valorem, and severance taxes (production
taxes) decreased $18.0 million from $35.0 million in the second quarter of 2008 to $17.0 million
in the second quarter of 2009 primarily due to lower wellhead revenues, which exclude the effects
of commodity derivative contracts. As a percentage of oil and natural gas wellhead revenues,
production taxes increased to 10.4 percent in the second quarter of 2009 as compared to 9.8 percent
in the second quarter of 2008 primarily due to higher ad valorem taxes, which are based on a flat
rate of production volumes as opposed to a percentage of wellhead revenues.
44
ENCORE ACQUISITION COMPANY
Depletion, depreciation, and amortization expense (DD&A). DD&A expense increased $23.4
million from $51.0 million in the second quarter of 2008 to $74.4 million in the second quarter of
2009 as a result of a $5.08 increase in the per BOE rate and higher production volumes. Our higher
average DD&A per BOE rate increased DD&A expense by approximately $19.1 million and was primarily
due to the decrease in our proved reserves as a result of lower average commodity prices. Our
higher production volumes increased DD&A expense by approximately $4.3 million.
Exploration expense. Exploration expense increased $4.3 million from $11.6 million in the
second quarter of 2008 to $15.9 million in the second quarter of 2009. During the second quarter
of 2009, we expensed 2.9 net exploratory dry holes totaling $9.5 million. During the second
quarter of 2008, we expensed 2.0 net exploratory dry holes totaling $6.6 million. Impairment of
unproved acreage increased $1.6 million from $4.2 million in the second quarter of 2008 to $5.8
million in the second quarter of 2009, primarily due to our larger unproved property base, as well
as the impairment of certain acreage through the normal course of evaluation. The following table
illustrates the components of exploration expense for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Increase / |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
|
(in thousands) |
|
Dry holes |
|
$ |
9,467 |
|
|
$ |
6,612 |
|
|
$ |
2,855 |
|
Geological and seismic |
|
|
525 |
|
|
|
455 |
|
|
|
70 |
|
Delay rentals |
|
|
136 |
|
|
|
357 |
|
|
|
(221 |
) |
Impairment of unproved acreage |
|
|
5,806 |
|
|
|
4,169 |
|
|
|
1,637 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15,934 |
|
|
$ |
11,593 |
|
|
$ |
4,341 |
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense (G&A). G&A expense increased $2.2 million from $11.6
million in the second quarter of 2008 to $13.8 million in the second quarter of 2009 primarily due
to an increase of $1.4 million for retention bonuses to be paid in August 2009 related to our 2008
strategic alternatives process and the expensing of transaction costs related to our 2009
acquisitions pursuant to SFAS 141R.
Marketing expenses. Marketing expenses decreased $3.2 million from $3.7 million in the second
quarter of 2008 to $0.5 million in the second quarter of 2009 primarily due to a reduction in
natural gas throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous
gas producers at the inlet of the pipeline and resold downstream to various local and off-system
markets.
Derivative fair value loss. During the second quarter of 2009, we recorded a $61.1 million
derivative fair value loss as compared to $256.4 million in the second quarter of 2008, the
components of which were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
Decrease |
|
|
|
(in thousands) |
|
Ineffectiveness |
|
$ |
6 |
|
|
$ |
39 |
|
|
$ |
(33 |
) |
Mark-to-market loss |
|
|
78,082 |
|
|
|
219,433 |
|
|
|
(141,351 |
) |
Premium amortization |
|
|
6,764 |
|
|
|
17,293 |
|
|
|
(10,529 |
) |
Settlements |
|
|
(23,746 |
) |
|
|
19,625 |
|
|
|
(43,371 |
) |
|
|
|
|
|
|
|
|
|
|
Total derivative fair value loss |
|
$ |
61,106 |
|
|
$ |
256,390 |
|
|
$ |
(195,284 |
) |
|
|
|
|
|
|
|
|
|
|
Other operating expense. Other operating expense increased $11.6 million from $3.2 million in
the second quarter of 2008 to $14.8 million in the second quarter of 2009. Other operating expense
for the second quarter of 2009 includes a $5.6 million adjustment to the carrying value of pipe and
other tubular inventory whose market value had declined below cost and a $4.7 million adjustment to
the carrying value of certain receivables, primarily from ExxonMobil related to our West Texas
joint venture.
Interest expense. Interest expense increased $2.3 million from $16.8 million in the second
quarter of 2008 to $19.1 million in the second quarter of 2009 primarily due to the issuance of
$225 million of our 9.50% Notes, partially offset by a reduction in LIBOR. We received net
proceeds of approximately $202.5 million from the issuance of the 9.5% Notes, which we used to
reduce outstanding borrowings under our revolving credit facility. Our weighted average interest
rate was 6.1 percent for the second quarter of 2009 as compared to 5.4 percent for the second
quarter of 2008.
45
ENCORE ACQUISITION COMPANY
The following table illustrates the components of interest expense for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Increase / |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
|
(in thousands) |
|
6.25% Senior Subordinated Notes |
|
$ |
2,436 |
|
|
$ |
2,431 |
|
|
$ |
5 |
|
6.0% Senior Subordinated Notes |
|
|
4,644 |
|
|
|
4,636 |
|
|
|
8 |
|
9.5% Senior Subordinated Notes |
|
|
4,169 |
|
|
|
|
|
|
|
4,169 |
|
7.25% Senior Subordinated Notes |
|
|
2,751 |
|
|
|
2,749 |
|
|
|
2 |
|
Revolving credit facilities |
|
|
3,966 |
|
|
|
7,215 |
|
|
|
(3,249 |
) |
Other |
|
|
1,160 |
|
|
|
(246 |
) |
|
|
1,406 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
19,126 |
|
|
$ |
16,785 |
|
|
$ |
2,341 |
|
|
|
|
|
|
|
|
|
|
|
Income taxes. In the second quarter of 2009, we recorded an income tax benefit of $31.6
million as compared to $21.3 million in the second quarter of 2008. In the second quarter of 2009,
we had a loss before income taxes and noncontrolling interest of $93.1 million as compared to $72.0
million in the second quarter of 2008. Our effective tax rate increased to 33.9 percent in the
second quarter of 2009 as compared to 29.6 percent in the second quarter of 2008 primarily due to a
permanent increase in the production activities deduction.
46
ENCORE ACQUISITION COMPANY
Comparison of Six Months Ended June 30, 2009 to Six Months Ended June 30, 2008
Revenues. The following table illustrates the components of our revenues for the periods
indicated, as well as each periods respective production volumes and average prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
Increase / (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
$ |
|
|
% |
|
Revenues (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil wellhead |
|
$ |
221,966 |
|
|
$ |
510,315 |
|
|
$ |
(288,349 |
) |
|
|
|
|
Oil hedges |
|
|
|
|
|
|
(2,857 |
) |
|
|
2,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil revenues |
|
$ |
221,966 |
|
|
$ |
507,458 |
|
|
$ |
(285,492 |
) |
|
|
-56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas wellhead |
|
$ |
54,740 |
|
|
$ |
116,201 |
|
|
$ |
(61,461 |
) |
|
|
-53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined wellhead |
|
$ |
276,706 |
|
|
$ |
626,516 |
|
|
$ |
(349,810 |
) |
|
|
|
|
Combined hedges |
|
|
|
|
|
|
(2,857 |
) |
|
|
2,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total combined oil and natural gas revenues |
|
|
276,706 |
|
|
|
623,659 |
|
|
|
(346,953 |
) |
|
|
-56 |
% |
Marketing |
|
|
1,121 |
|
|
|
6,577 |
|
|
|
(5,456 |
) |
|
|
-83 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
277,827 |
|
|
$ |
630,236 |
|
|
$ |
(352,409 |
) |
|
|
-56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average realized prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil wellhead ($/Bbl) |
|
$ |
45.14 |
|
|
$ |
102.81 |
|
|
$ |
(57.67 |
) |
|
|
|
|
Oil hedges ($/Bbl) |
|
|
|
|
|
|
(0.58 |
) |
|
|
0.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil revenues ($/Bbl) |
|
$ |
45.14 |
|
|
$ |
102.23 |
|
|
$ |
(57.09 |
) |
|
|
-56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas wellhead ($/Mcf) |
|
$ |
3.48 |
|
|
$ |
9.73 |
|
|
$ |
(6.25 |
) |
|
|
-64 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined wellhead ($/BOE) |
|
$ |
36.70 |
|
|
$ |
90.10 |
|
|
$ |
(53.40 |
) |
|
|
|
|
Combined hedges ($/BOE) |
|
|
|
|
|
|
(0.41 |
) |
|
|
0.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total combined oil and natural gas revenues ($/BOE) |
|
$ |
36.70 |
|
|
$ |
89.69 |
|
|
$ |
(52.99 |
) |
|
|
-59 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total production volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MBbls) |
|
|
4,918 |
|
|
|
4,964 |
|
|
|
(46 |
) |
|
|
-1 |
% |
Natural gas (MMcf) |
|
|
15,727 |
|
|
|
11,937 |
|
|
|
3,790 |
|
|
|
32 |
% |
Combined (MBOE) |
|
|
7,539 |
|
|
|
6,953 |
|
|
|
586 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average daily production volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls/D) |
|
|
27,170 |
|
|
|
27,274 |
|
|
|
(104 |
) |
|
|
0 |
% |
Natural gas (Mcf/D) |
|
|
86,890 |
|
|
|
65,586 |
|
|
|
21,304 |
|
|
|
32 |
% |
Combined (BOE/D) |
|
|
41,652 |
|
|
|
38,205 |
|
|
|
3,447 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average NYMEX prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (per Bbl) |
|
$ |
51.61 |
|
|
$ |
111.02 |
|
|
$ |
(59.41 |
) |
|
|
-54 |
% |
Natural gas (per Mcf) |
|
$ |
4.20 |
|
|
$ |
9.48 |
|
|
$ |
(5.28 |
) |
|
|
-56 |
% |
Oil revenues decreased 56 percent from $507.5 million in the first six months of 2008 to
$222.0 million in the first six months of 2009 as a result of a $57.09 per Bbl decrease in our
average realized oil price and a 46 MBbls decrease in our oil production volumes. Our lower oil
production volumes decreased oil revenues by approximately $4.7 million and was primarily due to
natural production declines in our Elk Basin field.
Our average realized oil price decreased primarily due to our lower average oil wellhead
price, which decreased oil revenues by approximately $283.6 million, or $57.67 per Bbl. Our
average oil wellhead price decreased primarily due to a lower average NYMEX
price, which decreased from $111.02 per Bbl in the first six months of 2008 to $51.61 Bbl in
the first six months of 2009. Oil revenues in the first six months of 2008 were also reduced by
approximately $2.9 million, or $0.58 per Bbl, for commodity derivative contracts previously
designated as hedges.
In the first six months of 2009 and 2008, our average daily production volumes were decreased
by 1,738 BOE/D and 1,883 BOE/D, respectively, for net profits interests related to our CCA
properties, which reduced our oil wellhead revenues by approximately $12.4 million and $31.2
million, respectively.
47
ENCORE ACQUISITION COMPANY
Natural gas revenues decreased 53 percent from $116.2 million in the first six months of 2008
to $54.7 million in the first six months of 2009 as a result of a $6.25 per Mcf decrease in our
average realized natural gas price, partially offset by a 3,790 MMcf increase in our natural gas
production volumes. Our lower average realized natural gas price decreased natural gas revenues by
approximately $98.4 million and was primarily due to a lower average NYMEX price, which decreased
from $9.48 per Mcf in the first six months of 2008 to $4.20 per Mcf in the first six months of
2009. Our higher natural gas production increased natural gas revenues by approximately $36.9
million and was primarily due to successful development programs in our Permian Basin and
Mid-Continent areas.
The table below illustrates the relationship between our oil and natural gas wellhead prices
as a percentage of average NYMEX prices for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2009 |
|
2008 |
Average oil wellhead ($/Bbl) |
|
$ |
45.14 |
|
|
$ |
102.81 |
|
Average NYMEX ($/Bbl) |
|
$ |
51.61 |
|
|
$ |
111.02 |
|
Differential to NYMEX |
|
$ |
(6.47 |
) |
|
$ |
(8.21 |
) |
Average oil wellhead to NYMEX percentage |
|
|
87 |
% |
|
|
93 |
% |
|
|
|
|
|
|
|
|
|
Average natural gas wellhead ($/Mcf) |
|
$ |
3.48 |
|
|
$ |
9.73 |
|
Average NYMEX ($/Mcf) |
|
$ |
4.20 |
|
|
$ |
9.48 |
|
Differential to NYMEX |
|
$ |
(0.72 |
) |
|
$ |
0.25 |
|
Average natural gas wellhead to NYMEX percentage |
|
|
83 |
% |
|
|
103 |
% |
Our average oil wellhead price as a percentage of the average NYMEX price was 87 percent in
the first six months of 2009 as compared to 93 percent in the first six months of 2008. The
percentage differential widened as a result of a 54 percent decrease in NYMEX as compared to the
first six months of 2008. However, the per Bbl differential improved from $8.21 per Bbl in the
first six months of 2008 to $6.47 per Bbl in the first six months of 2009.
Our average natural gas wellhead price as a percentage of the average NYMEX price was 83
percent in the first six months of 2009 as compared to 103 percent in the first six months of 2008.
Certain of our natural gas marketing contracts determine the price that we are paid based on the
value of the dry gas sold plus a portion of the value of liquids extracted. Since title of the
natural gas sold under these contracts passes at the inlet of the processing plant, we report inlet
volumes of natural gas in Mcf as production. During the first six months of 2008, the price of
NGLs increased at a much faster pace than did the price of natural gas resulting in a price we were
paid per Mcf under certain contracts to be higher than the NYMEX. During the first half of 2009,
we recorded a one-time positive $1.0 million value price adjustment for NGLs marketed by a third
party. However, the natural gas index prices related to our West Texas, Permian, East Texas, and
Rocky Mountains natural gas contracts all widened in their relationship to NYMEX causing an overall
wider differential for the first six months of 2009.
Marketing revenues decreased 83 percent from $6.6 million in the first six months of 2008 to
$1.1 million in the first six months of 2009 primarily as a result of a reduction in natural gas
throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous gas
producers at the inlet of the pipeline and resold downstream to various local and off-system
markets.
48
ENCORE ACQUISITION COMPANY
Expenses. The following table summarizes our expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
Increase / (Decrease) |
|
|
|
2009 |
|
|
2008 |
|
|
$ |
|
|
% |
|
Expenses (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
$ |
84,676 |
|
|
$ |
81,047 |
|
|
$ |
3,629 |
|
|
|
|
|
Production, ad valorem, and severance taxes |
|
|
28,852 |
|
|
|
62,495 |
|
|
|
(33,643 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total production expenses |
|
|
113,528 |
|
|
|
143,542 |
|
|
|
(30,014 |
) |
|
|
-21 |
% |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depletion, depreciation, and amortization |
|
|
144,734 |
|
|
|
100,569 |
|
|
|
44,165 |
|
|
|
|
|
Exploration |
|
|
27,133 |
|
|
|
17,081 |
|
|
|
10,052 |
|
|
|
|
|
General and administrative |
|
|
27,473 |
|
|
|
21,246 |
|
|
|
6,227 |
|
|
|
|
|
Marketing |
|
|
1,254 |
|
|
|
7,507 |
|
|
|
(6,253 |
) |
|
|
|
|
Derivative fair value loss |
|
|
12,515 |
|
|
|
321,528 |
|
|
|
(309,013 |
) |
|
|
|
|
Other operating |
|
|
21,178 |
|
|
|
5,732 |
|
|
|
15,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
347,815 |
|
|
|
617,205 |
|
|
|
(269,390 |
) |
|
|
-44 |
% |
Interest |
|
|
35,089 |
|
|
|
36,545 |
|
|
|
(1,456 |
) |
|
|
|
|
Income tax benefit |
|
|
(36,443 |
) |
|
|
(2,589 |
) |
|
|
(33,854 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
346,461 |
|
|
$ |
651,161 |
|
|
$ |
(304,700 |
) |
|
|
-47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses (per BOE): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
$ |
11.23 |
|
|
$ |
11.66 |
|
|
$ |
(0.43 |
) |
|
|
|
|
Production, ad valorem, and severance taxes |
|
|
3.83 |
|
|
|
8.99 |
|
|
|
(5.16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total production expenses |
|
|
15.06 |
|
|
|
20.65 |
|
|
|
(5.59 |
) |
|
|
-27 |
% |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depletion, depreciation, and amortization |
|
|
19.20 |
|
|
|
14.46 |
|
|
|
4.74 |
|
|
|
|
|
Exploration |
|
|
3.60 |
|
|
|
2.46 |
|
|
|
1.14 |
|
|
|
|
|
General and administrative |
|
|
3.64 |
|
|
|
3.06 |
|
|
|
0.58 |
|
|
|
|
|
Marketing |
|
|
0.17 |
|
|
|
1.08 |
|
|
|
(0.91 |
) |
|
|
|
|
Derivative fair value loss |
|
|
1.66 |
|
|
|
46.24 |
|
|
|
(44.58 |
) |
|
|
|
|
Other operating |
|
|
2.81 |
|
|
|
0.82 |
|
|
|
1.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
46.14 |
|
|
|
88.77 |
|
|
|
(42.63 |
) |
|
|
-48 |
% |
Interest |
|
|
4.65 |
|
|
|
5.26 |
|
|
|
(0.61 |
) |
|
|
|
|
Income tax benefit |
|
|
(4.83 |
) |
|
|
(0.37 |
) |
|
|
(4.46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
45.96 |
|
|
$ |
93.66 |
|
|
$ |
(47.70 |
) |
|
|
-51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production expenses. Total production expenses decreased 21 percent from $143.5 million in
the first six months of 2008 to $113.5 million in the first six months of 2009. Our production
margin decreased 66 percent from $483.0 million in the first six months of 2008 to $163.2 million
in the first six months of 2009. Total oil and natural gas wellhead revenues per BOE decreased by
59 percent and total production expenses per BOE decreased by 27 percent. On a per BOE basis, our
production margin decreased 69 percent to $21.64 per BOE in the first six months of 2009 as
compared to $69.45 per BOE in the first six months of 2008.
Production expense attributable to LOE increased $3.6 million from $81.0 million in the first
six months of 2008 to $84.7 million in the first six months of 2009 as a result of higher
production volumes, partially offset by a $0.43 decrease in the per BOE rate. Our higher
production volumes increased LOE by approximately $6.8 million. Our lower average LOE per BOE rate
decreased LOE by approximately $3.2 million and was primarily due to decreases in natural gas
prices resulting in lower electricity costs and gas plant
fuel costs, as well as lower prices paid to oilfield service companies and suppliers,
partially offset by an increase of $7.0 million for retention bonuses to be paid in August 2009
related to our 2008 strategic alternatives process.
Production expense attributable to production taxes decreased $33.6 million from $62.5 million
in the first six months of 2008 to $28.9 million in the first six months of 2009 primarily due to
lower wellhead revenues, which exclude the effects of commodity derivative contracts. As a
percentage of oil and natural gas wellhead revenues, production taxes increased to 10.4 percent in
the first six months of 2009 as compared to 10.0 percent in the first six months of 2008 primarily
due to higher ad valorem taxes, which are based on a flat rate of production volumes as opposed to
a percentage of wellhead revenues.
49
ENCORE ACQUISITION COMPANY
DD&A expense. DD&A expense increased $44.2 million from $100.6 million in the first six
months of 2008 to $144.7 million in the first six months of 2009 as a result of a $4.74 increase in
the per BOE rate and higher production volumes. Our higher average DD&A per BOE rate increased DD&A
expense by approximately $35.7 million and was primarily due to the decrease in our proved reserves
as a result of lower average commodity prices. Our higher production volumes increased DD&A
expense by approximately $8.5 million.
Exploration expense. Exploration expense increased $10.1 million from $17.1 million in the
first six months of 2008 to $27.1 million in the first six months of 2009. During the first six
months of 2009, we expensed 3.9 net exploratory dry holes totaling $14.5 million. During the first
six months of 2008, we expensed 2.5 net exploratory dry holes totaling $7.2 million. Impairment of
unproved acreage increased $3.5 million from $8.3 million in the first six months of 2008 to $11.8
million in the first six months of 2009, primarily due to our larger unproved property base, as
well as the impairment of certain acreage through the normal course of evaluation. The following
table illustrates the components of exploration expense for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
Increase / |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
|
(in thousands) |
|
Dry holes |
|
$ |
14,513 |
|
|
$ |
7,234 |
|
|
$ |
7,279 |
|
Geological and seismic |
|
|
639 |
|
|
|
833 |
|
|
|
(194 |
) |
Delay rentals |
|
|
230 |
|
|
|
703 |
|
|
|
(473 |
) |
Impairment of unproved acreage |
|
|
11,751 |
|
|
|
8,311 |
|
|
|
3,440 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
27,133 |
|
|
$ |
17,081 |
|
|
$ |
10,052 |
|
|
|
|
|
|
|
|
|
|
|
G&A expense. G&A expense increased $6.2 million from $21.2 million in the first six months of
2008 to $27.5 million in the first six months of 2009 primarily due to an increase of $3.0 million
for retention bonuses to be paid in August 2009 related to our 2008 strategic alternatives process
and the expensing of transaction costs related to our 2009 acquisitions pursuant to SFAS 141R.
Marketing expenses. Marketing expenses decreased $6.3 million from $7.5 million in the first
six months of 2008 to $1.3 million in the first six months of 2009 primarily due to a reduction in
natural gas throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous
gas producers at the inlet of the pipeline and resold downstream to various local and off-system
markets.
Derivative fair value loss. During the first six months of 2009, we recorded a $12.5 million
derivative fair value loss as compared to $321.5 million in the first six months of 2008, the
components of which were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
Increase / |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
|
(in thousands) |
|
Ineffectiveness |
|
$ |
(34 |
) |
|
$ |
(343 |
) |
|
$ |
309 |
|
Mark-to-market loss |
|
|
280,993 |
|
|
|
265,048 |
|
|
|
15,945 |
|
Premium amortization |
|
|
84,719 |
|
|
|
32,806 |
|
|
|
51,913 |
|
Settlements |
|
|
(353,163 |
) |
|
|
24,017 |
|
|
|
(377,180 |
) |
|
|
|
|
|
|
|
|
|
|
Total derivative fair value loss |
|
$ |
12,515 |
|
|
$ |
321,528 |
|
|
$ |
(309,013 |
) |
|
|
|
|
|
|
|
|
|
|
Other operating expense. Other operating expense increased $15.4 million from $5.7 million in
the first six months of 2008 to $21.2 million in the first six months of 2009. Other operating
expense for the first six months of 2009 includes a $5.7 million adjustment to the carrying value
of pipe and other tubular inventory whose market value had declined below cost and a $4.7 million
adjustment to the carrying value of certain receivables, primarily from ExxonMobil related to our
West Texas joint venture.
Interest expense. Interest expense decreased $1.5 million from $36.5 million in the first six
months of 2008 to $35.1 million in the first six months of 2009 primarily due to a reduction in
LIBOR, partially offset by the issuance of our 9.5% Notes. Our weighted average interest rate was
5.0 percent for the first six months of 2009 as compared to 5.9 percent for the first six months of
2008.
50
ENCORE ACQUISITION COMPANY
The following table illustrates the components of interest expense for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
Increase / |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
|
(in thousands) |
|
6.25% Senior Subordinated Notes |
|
$ |
4,872 |
|
|
$ |
4,861 |
|
|
$ |
11 |
|
6.0% Senior Subordinated Notes |
|
|
9,288 |
|
|
|
9,271 |
|
|
|
17 |
|
9.5% Senior Subordinated Notes |
|
|
4,169 |
|
|
|
|
|
|
|
4,169 |
|
7.25% Senior Subordinated Notes |
|
|
5,501 |
|
|
|
5,497 |
|
|
|
4 |
|
Revolving credit facilities |
|
|
8,687 |
|
|
|
15,605 |
|
|
|
(6,918 |
) |
Other |
|
|
2,572 |
|
|
|
1,311 |
|
|
|
1,261 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
35,089 |
|
|
$ |
36,545 |
|
|
$ |
(1,456 |
) |
|
|
|
|
|
|
|
|
|
|
Income taxes. In the first six months of 2009, we recorded an income tax benefit of $36.4
million as compared to $2.6 million in the first six months of 2008. In the first six months of
2009, we had a loss before income taxes and noncontrolling interest of $103.9 million as compared
to $22.0 million in the first six months of 2008. Our effective tax rate increased to 35.1
percent in the first six months of 2009 as compared to 11.8 percent in the first six months of 2008
primarily due to the permanent adjustment for ENPs pre-tax loss remaining flat while EACs
consolidated pre-tax loss increased $81.9 million, or 373 percent.
Capital Commitments, Capital Resources, and Liquidity
Capital commitments
Our primary needs for cash are:
|
|
|
Development, exploitation, and exploration of oil and natural gas properties; |
|
|
|
|
Acquisitions of oil and natural gas properties; |
|
|
|
|
Funding of working capital; and |
|
|
|
|
Contractual obligations. |
Development, exploitation, and exploration of oil and natural gas properties. The following
table summarizes our costs incurred (excluding asset retirement obligations) related to
development, exploitation, and exploration activities for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Development and exploitation |
|
$ |
24,993 |
|
|
$ |
76,876 |
|
|
$ |
75,340 |
|
|
$ |
134,248 |
|
Exploration |
|
|
46,930 |
|
|
|
65,431 |
|
|
|
117,016 |
|
|
|
109,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
71,923 |
|
|
$ |
142,307 |
|
|
$ |
192,356 |
|
|
$ |
243,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our development and exploitation expenditures primarily relate to drilling development and
infill wells, workovers of existing wells, and field related facilities. Our development and
exploitation capital for the second quarter of 2009 yielded 14 gross (4.7 net) successful wells and
no dry holes. Our development and exploitation capital for the first six months of 2009 yielded 48
gross (13.6 net) successful wells and no dry holes.
Our exploration expenditures primarily relate to drilling exploratory wells, seismic costs,
delay rentals, and geological and geophysical costs. Our exploration capital for the second
quarter of 2009 yielded 10 gross (2.3 net) successful wells and 3 gross (2.9 net) dry holes. Our
exploration capital for the first six months of 2009 yielded 33 gross (9.8 net) successful wells
and 4 gross (3.9 net) dry holes.
51
ENCORE ACQUISITION COMPANY
Acquisitions of oil and natural gas properties and leasehold acreage. The following table
summarizes our costs incurred (excluding asset retirement obligations) related to oil and natural
gas property acquisitions for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Acquisitions of proved property |
|
$ |
27,470 |
|
|
$ |
5,687 |
|
|
$ |
27,552 |
|
|
$ |
20,468 |
|
Acquisitions of leasehold acreage |
|
|
874 |
|
|
|
18,642 |
|
|
|
4,176 |
|
|
|
34,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
28,344 |
|
|
$ |
24,329 |
|
|
$ |
31,728 |
|
|
$ |
55,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In May 2009, ENP acquired the Vinegarone Assets for approximately $27.5 million in cash,
including post-closing adjustments. Our capital expenditures for leasehold acreage relate to the
acquisition of unproved acreage in various areas.
Funding of working capital. As of June 30, 2009 and December 31, 2008, our working capital
(defined as total current assets less total current liabilities) was a negative $53.0 million and a
positive $188.7 million, respectively. The decrease was primarily due to the monetization of
certain of our 2009 oil derivative contracts in March 2009 and higher commodity prices at June 30,
2009 as compared to December 31, 2008, which negatively impacted the fair value of our outstanding
commodity derivative contracts.
For the remainder of 2009, we expect working capital to remain negative, primarily due to
lower commodity prices. We anticipate cash reserves to be close to zero because we intend to use
any excess cash to fund capital obligations and reduce outstanding borrowings and related interest
expense under our revolving credit facility. However, we have availability under our revolving
credit facility to fund our obligations as they become due. We do not plan to pay cash dividends
in the foreseeable future. Our production volumes, commodity prices, and differentials for oil and
natural gas will be the largest variables affecting working capital. Our operating cash flow is
determined in large part by production volumes and commodity prices. Given our current commodity
derivative contracts, assuming relatively stable commodity prices and constant or increasing
production volumes, our operating cash flow should remain positive for the remainder of 2009.
The Board approved a revised capital budget of $340 million for 2009, excluding proved
property acquisitions, which is a $30 million increase from our previously approved capital budget
for 2009. The level of these and other future expenditures are largely discretionary, and the
amount of funds devoted to any particular activity may increase or decrease significantly,
depending on available opportunities, timing of projects, and market conditions. We plan to
finance our ongoing expenditures using internally generated cash flow and availability under our
revolving credit facility.
Off-balance sheet arrangements. We have no investments in unconsolidated entities or persons
that could materially affect our liquidity or availability of capital resources. We have no
off-balance sheet arrangements that are material to our financial position or results of
operations.
Contractual obligations. The following table illustrates our contractual obligations and
commitments at June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
|
|
|
|
Six Months Ending |
|
|
Years Ending |
|
|
Years Ending |
|
|
|
|
Contractual Obligations |
|
Maturity |
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
|
and Commitments |
|
Date |
|
|
Total |
|
|
2009 |
|
|
2010 - 2011 |
|
|
2012 - 2013 |
|
|
Thereafter |
|
|
|
|
|
|
|
(in thousands) |
|
6.25% Senior Subordinated Notes (a) |
|
|
4/15/2014 |
|
|
$ |
196,875 |
|
|
$ |
4,687 |
|
|
$ |
18,750 |
|
|
$ |
18,750 |
|
|
$ |
154,688 |
|
6.0% Senior Subordinated Notes (a) |
|
|
7/15/2015 |
|
|
|
417,000 |
|
|
|
9,000 |
|
|
|
36,000 |
|
|
|
36,000 |
|
|
|
336,000 |
|
9.5% Senior Subordinated Notes (a) |
|
|
5/1/2016 |
|
|
|
374,625 |
|
|
|
10,687 |
|
|
|
42,750 |
|
|
|
42,750 |
|
|
|
278,438 |
|
7.25% Senior Subordinated Notes (a) |
|
|
12/1/2017 |
|
|
|
242,438 |
|
|
|
5,438 |
|
|
|
21,750 |
|
|
|
21,750 |
|
|
|
193,500 |
|
Revolving credit facilities (a) |
|
|
3/7/2012 |
|
|
|
395,778 |
|
|
|
4,687 |
|
|
|
18,748 |
|
|
|
372,343 |
|
|
|
|
|
Commodity derivative contracts (b) |
|
|
|
|
|
|
43,817 |
|
|
|
|
|
|
|
20,066 |
|
|
|
16,500 |
|
|
|
7,251 |
|
Interest rate swaps (c) |
|
|
|
|
|
|
3,925 |
|
|
|
1,772 |
|
|
|
2,153 |
|
|
|
|
|
|
|
|
|
Capital lease obligations |
|
|
|
|
|
|
1,514 |
|
|
|
233 |
|
|
|
932 |
|
|
|
349 |
|
|
|
|
|
Development commitments (d) |
|
|
|
|
|
|
58,281 |
|
|
|
30,429 |
|
|
|
27,852 |
|
|
|
|
|
|
|
|
|
Operating leases and commitments (e) |
|
|
|
|
|
|
15,497 |
|
|
|
1,956 |
|
|
|
7,577 |
|
|
|
5,964 |
|
|
|
|
|
Asset retirement obligations (f) |
|
|
|
|
|
|
179,854 |
|
|
|
1,668 |
|
|
|
3,336 |
|
|
|
2,502 |
|
|
|
172,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
1,929,604 |
|
|
$ |
70,557 |
|
|
$ |
199,914 |
|
|
$ |
516,908 |
|
|
$ |
1,142,225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
ENCORE ACQUISITION COMPANY
|
|
|
(a) |
|
Includes principal and projected interest payments. Please read Note 7 of Notes to
Consolidated Financial Statements included in Item 1. Financial Statements for additional
information regarding our long-term debt. |
|
(b) |
|
Represents net liabilities for commodity derivative contracts. With the exception of
$38.9 million of deferred premiums on commodity derivative contracts, the ultimate
settlement amounts of our commodity derivative contracts are unknown because they are
subject to continuing market risk. Please read Item 3. Quantitative and Qualitative
Disclosures about Market Risk and Note 5 of Notes to Consolidated Financial Statements
included in Item 1. Financial Statements for additional information regarding our
commodity derivative contracts. |
|
(c) |
|
Represents net liabilities for interest rate swaps, the ultimate settlement of which
are unknown because they are subject to continuing market risk. Please read Item 3.
Quantitative and Qualitative Disclosures about Market Risk and Note 5 of Notes to
Consolidated Financial Statements included in Item 1. Financial Statements for additional
information regarding our interest rate swaps. |
|
(d) |
|
Includes authorized purchases for work in process of $55.7 million and future minimum
payments for drilling rig operations of $2.6 million. Also at June 30, 2009, we had
approximately $149.7 million of authorized purchases not placed with vendors (authorized
AFEs), which were not accrued and are excluded from the above table but are budgeted for
and expected to be made unless circumstances change. |
|
(e) |
|
Includes office space and equipment obligations that have non-cancelable initial lease
terms in excess of one year of $15.0 million and future minimum payments for other
operating commitments of $0.5 million. |
|
(f) |
|
Represents the undiscounted future plugging and abandonment expenses on oil and natural
gas properties and related facilities disposal at the end of field life. Please read Note
6 of Notes to Consolidated Financial Statements included in Item 1. Financial Statements
for additional information regarding our asset retirement obligations. |
Other contingencies and commitments. In order to facilitate ongoing sales of our oil
production in the CCA, we ship a portion of our production in pipelines downstream and sell to
purchasers at major market hubs. From time to time, shipping delays, purchaser stipulations, or
other conditions may require that we sell our oil production in periods subsequent to the period in
which it is produced. In such case, the deferred sale would have an adverse effect in the period
of production on reported production volumes, oil and natural gas revenues, and costs as measured
on a unit-of-production basis.
The marketing of our CCA oil production is mainly dependent on transportation through the
Bridger, Poplar, and Butte pipelines to markets in the Guernsey, Wyoming area. Alternative
transportation routes and markets have been developed by moving a portion of the crude oil
production through the Enbridge Pipeline to the Clearbrook, Minnesota hub. To a lesser extent, our
production also depends on transportation through the Platte Pipeline to Wood River, Illinois as
well as other pipelines connected to the Guernsey, Wyoming area. While shipments on the Platte
Pipeline are oversubscribed and subject to apportionment, we have been allocated sufficient
pipeline capacity to move our crude oil production. An expansion of the Enbridge Pipeline was
completed in early 2008, which moved the total Rockies area pipeline takeaway closer to a balancing
point with increasing production volumes and thereby provided greater stability to oil
differentials in the area. In spite of the increase in capacity, the Enbridge Pipeline continues
to run at full capacity and is scheduled to complete an additional expansion by the beginning of
2010. However, further restrictions on available capacity to transport oil through any of the
above-mentioned pipelines, any other pipelines, or any refinery upsets could have a material
adverse effect on our production volumes and the prices we receive for our production.
The difference between NYMEX market prices and the price received at the wellhead for oil and
natural gas production is commonly referred to as a differential. In recent years, production
increases from competing Canadian and Rocky Mountain producers, in conjunction with limited
refining and pipeline capacity from the Rocky Mountain area, have affected this differential. We
cannot accurately predict future oil and natural gas differentials. Increases in the percentage
differential between the NYMEX price for oil and natural gas and the wellhead price we receive
could have a material adverse effect on our results of operations, financial position, and cash
flows.
Capital resources
Cash flows from operating activities. Cash provided by operating activities increased $191.8
million from $352.3 million for the first six months of 2008 to $544.1 million for the first six
months of 2009, primarily due to the monetization of certain of our 2009 oil derivative contracts
in March 2009 and decreased settlements paid under our commodity derivative contracts as a result
of lower average commodity prices in the first six months of 2009 as compared to the first six
months of 2008, partially offset by a decrease in our production margin.
Cash flows from investing activities. Cash used in investing activities increased $3.0
million from $306.4 million in the first six months of 2008 to $309.4 million in the first six
months of 2009, primarily due to a $28.2 million increase in amounts paid to acquire oil and
natural gas properties, partially offset by a $26.6 million decrease in net advancements to working
interest partners. During the first six months of 2009, we collected $3.7 million (net of
advancements) from ExxonMobil for their portion of costs incurred drilling wells under the joint
development agreement. During the first six months of 2008, we advanced $22.9 million (net of
collections) to ExxonMobil for their portion of costs incurred drilling wells under the joint
development agreement.
53
ENCORE ACQUISITION COMPANY
Cash flows from financing activities. Our cash flows from financing activities consist
primarily of proceeds from and payments on long-term debt and issuances of ENP common units. We
periodically draw on our revolving credit facility to fund acquisitions and other capital
commitments.
During the first six months of 2009, we used net cash of $201.0 million in financing
activities, including net repayments on revolving credit facilities of $355 million, payments for
deferred commodity derivative contract premiums of $69.5 million, and ENP distributions to
noncontrolling interests of $12.2 million, partially offset by $202.5 million of net proceeds from the
issuance of the 9.5% Notes and $40.7 million of net proceeds from ENP issuance of common units.
Net repayments decreased the outstanding borrowings under revolving credit facilities from $725
million at December 31, 2008 to $370 million at June 30, 2009.
In October 2008, we announced that the Board approved a share repurchase program authorizing
us to repurchase up to $40 million of our common stock. The shares may be repurchased from time to
time in the open market or through privately negotiated transactions. The repurchase program is
subject to business and market conditions, and may be suspended or discontinued at any time. The
share repurchase program will be funded using our available cash. As of June 30, 2009, we had
repurchased and retired 620,265 shares of our outstanding common stock for approximately $17.2
million, or an average price of $27.68 per share, under the share repurchase program. During the
first six months of 2009, we did not repurchase any shares of our outstanding common stock under
the share repurchase program. As of June 30, 2009, approximately $22.8 million of our common stock
remained authorized for repurchase.
During the first six months of 2008, we used net cash of $46.0 million in financing
activities, including net borrowings on revolving credit facilities of $21 million, partially
offset by $39.1 million of share repurchases, payments for deferred commodity derivative contract
premiums of $20.6 million, and ENP distributions to noncontrolling interests of $11.2 million.
Liquidity
Our primary sources of liquidity are internally generated cash flows and the borrowing
capacity under our revolving credit facility. We also have the ability to adjust the level of our
capital expenditures. We may use other sources of capital, including the issuance of debt or
equity securities, to fund acquisitions or maintain our financial flexibility. We believe that our
internally generated cash flows and availability under our revolving credit facility will be
sufficient to fund our planned capital expenditures for the foreseeable future. However, should
commodity prices decline or the capital markets remain tight, the borrowing capacity under our
revolving credit facilities could be adversely affected. In the event of a reduction in the
borrowing base under our revolving credit facilities, we do not believe it will result in any
required prepayments of indebtedness.
We plan to make substantial capital expenditures in the future for the acquisition,
exploitation, and development of oil and natural gas properties. We intend to finance these
capital expenditures with cash flows from operations. We intend to finance our acquisition and
future development and exploitation activities with a combination of cash flows from operations and
issuances of debt, equity, or a combination thereof.
Issuance of 9.5% Senior Subordinated Notes Due 2016. On April 27, 2009, we issued $225
million of our 9.5% Notes at 92.228 percent of par value. We used the net proceeds of
approximately $202.5 million to reduce outstanding borrowings under our revolving credit facility.
Interest on the 9.5% Notes is due semi-annually on May 1 and November 1, beginning November 1,
2009. The 9.5% Notes mature on May 1, 2016.
Internally generated cash flows. Our internally generated cash flows, results of operations,
and financing for our operations are largely dependent on oil and natural gas prices. During the
first six months of 2009, our average realized oil and natural gas prices decreased by 56 percent
and 64 percent, respectively, as compared to the first six months of 2008. Realized oil and
natural gas prices fluctuate widely in response to changing market forces. If oil and natural gas
prices decline or we experience a significant widening of our differentials, then our earnings, our
cash flows from operations, and the borrowing base under our revolving credit facilities may be
adversely impacted. Prolonged periods of lower oil and natural gas prices or sustained wider
differentials could cause us to not be in compliance with financial covenants under our revolving
credit facilities and thereby affect our liquidity. However, we have protected a portion of our
forecasted production through 2012 against declining commodity prices. Please read Item 3.
Quantitative and Qualitative Disclosures about Market Risk and Note 5 of Notes to Consolidated
Financial Statements included in Item 1. Financial Statements for additional information
regarding our commodity derivative contracts.
Revolving credit facilities. The syndicate of lenders underwriting our revolving credit
facility includes 29 banking and other financial institutions, and the syndicate of lenders
underwriting ENPs revolving credit facility includes 12 banking and other financial
54
ENCORE ACQUISITION COMPANY
institutions.
None of the lenders are underwriting more than 16 percent of the respective total commitment. We
believe the number of lenders, the small percentage participation of each, and the level of
availability under each facility provides adequate diversity and flexibility should further
consolidation occur within the financial services industry.
Encore Acquisition Company Senior Secured Credit Agreement
In March 2007, we entered into a five-year amended and restated credit agreement (as amended,
the EAC Credit Agreement) with a bank syndicate including Bank of America, N.A. and other
lenders. The EAC Credit Agreement matures on March 7, 2012. Effective March 10, 2009, we amended
the EAC Credit Agreement to, among other things, increase the interest rate margins and commitment
fees applicable to loans made under the EAC Credit Agreement. The EAC Credit Agreement provides
for revolving credit loans to be made to us from time to time and letters of credit to be issued
from time to time for the account of us or any of our restricted subsidiaries.
The aggregate amount of the commitments of the lenders under the EAC Credit Agreement is $1.25
billion. Availability under the EAC Credit Agreement is subject to a borrowing base, which is
redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations.
In March 2009, the borrowing base of our revolving credit facility was reaffirmed at $1.1 billion
before a reduction of $200 million solely as a result of the monetization of certain of our 2009
oil derivative contracts during the first quarter of 2009. In addition, the provisions of the EAC
Credit Agreement require the borrowing base to be reduced by 33 1/3 percent of the principal amount
of the 9.5% Notes. As a result, the borrowing base on the EAC Credit Agreement was reduced by $75
million in April 2009. The reductions in the borrowing base under the EAC Credit Agreement did not
result in any required prepayments of indebtedness. As of June 30, 2009, the borrowing base was
$825 million.
We incur a commitment fee on the unused portion of the EAC Credit Agreement determined based
on the ratio of amounts outstanding under the EAC Credit Agreement to the borrowing base in effect
on such date. The following table summarizes the commitment fee percentage under the EAC Credit
Agreement:
|
|
|
|
|
|
|
Commitment |
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Percentage |
Less than .90 to 1 |
|
|
0.375 |
% |
Greater than or equal to .90 to 1 |
|
|
0.500 |
% |
Our obligations under the EAC Credit Agreement are secured by a first-priority security
interest in substantially all of our restricted subsidiaries proved oil and natural gas reserves
and in our equity interests in our restricted subsidiaries. In addition, our obligations under the
EAC Credit Agreement are guaranteed by our restricted subsidiaries.
Loans under the EAC Credit Agreement are subject to varying rates of interest based on (1) the
total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a
Eurodollar loan or a base rate loan. Eurodollar loans bear interest at the Eurodollar rate plus
the applicable margin indicated in the following table, and base rate loans bear interest at the
base rate plus the applicable margin indicated in the following table:
|
|
|
|
|
|
|
|
|
|
|
Applicable Margin for |
|
Applicable Margin for |
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Eurodollar Loans |
|
Base Rate Loans |
Less than .50 to 1 |
|
|
1.750 |
% |
|
|
0.500 |
% |
Greater than or equal to .50 to 1 but less than .75 to 1 |
|
|
2.000 |
% |
|
|
0.750 |
% |
Greater than or equal to .75 to 1 but less than .90 to 1 |
|
|
2.250 |
% |
|
|
1.000 |
% |
Greater than or equal to .90 to 1 |
|
|
2.500 |
% |
|
|
1.250 |
% |
The Eurodollar rate for any interest period (either one, two, three, or six months, as
selected by us) is the rate equal to the British Bankers Association LIBOR Rate for deposits in
dollars for a similar interest period. The Base Rate is calculated as the highest of: (1) the
annual rate of interest announced by Bank of America, N.A. as its prime rate; (2) the federal
funds effective rate
plus 0.5 percent; or (3) except during a LIBOR Unavailability Period, the Eurodollar rate
(for dollar deposits for a one-month term) for such day plus 1.0 percent.
Any outstanding letters of credit reduce the availability under the EAC Credit Agreement.
Borrowings under the EAC Credit Agreement may be repaid from time to time without penalty.
55
ENCORE ACQUISITION COMPANY
The EAC Credit Agreement contains covenants that, among others, include:
|
|
|
a prohibition against incurring debt, subject to permitted exceptions; |
|
|
|
|
a prohibition against paying dividends or making distributions, purchasing or redeeming
capital stock, or prepaying indebtedness, subject to permitted exceptions; |
|
|
|
|
a restriction on creating liens on our and our restricted subsidiaries assets, subject
to permitted exceptions; |
|
|
|
|
restrictions on merging and selling assets outside the ordinary course of business; |
|
|
|
|
restrictions on use of proceeds, investments, transactions with affiliates, or change of
principal business; |
|
|
|
|
a provision limiting oil and natural gas hedging transactions (other than puts) to a
volume not exceeding 75 percent of anticipated production from proved producing reserves; |
|
|
|
|
a requirement that we maintain a ratio of consolidated current assets to consolidated
current liabilities of not less than 1.0 to 1.0 (the EAC Current Ratio); and |
|
|
|
|
a requirement that we maintain a ratio of consolidated EBITDA to the sum of consolidated
net interest expense plus letter of credit fees of not less than 2.5 to 1.0 (the EAC Total
Interest Coverage Ratio). |
In order to show EACs compliance with the covenants of the EAC Credit Agreement, the use of
non-GAAP financial measures is required. The presentation of these non-GAAP financial measures
provides useful information to investors as they allow readers to understand how much cushion there
is between the required ratios and the actual ratios. These non-GAAP financial measures should not
be considered an alternative to any measure of financial performance presented in accordance with
GAAP.
As of June 30, 2009, EAC was in compliance with all covenants in the EAC Credit Agreement,
including the following financial covenants:
|
|
|
|
|
|
|
|
|
Actual Ratio as of |
Financial Covenant |
|
Required Ratio |
|
June 30, 2009 |
EAC Current Ratio
|
|
Minimum 1.0 to 1.0
|
|
3.2 to 1.0 |
EAC Total Interest Coverage Ratio
|
|
Minimum 2.5 to 1.0
|
|
11.2 to 1.0 |
The following table shows the calculation of the EAC Current Ratio as of June 30, 2009 ($ in
thousands):
|
|
|
|
|
EAC current assets |
|
$ |
180,425 |
|
Availability under the EAC Credit Agreement |
|
|
650,000 |
|
|
|
|
|
EAC consolidated current assets |
|
$ |
830,425 |
|
|
|
|
|
Divided by: EAC consolidated current liabilities |
|
$ |
261,227 |
|
EAC Current Ratio |
|
|
3.2 |
|
The following table shows the calculation of the EAC Total Interest Coverage Ratio for the
twelve months ended June 30, 2009 ($ in thousands):
|
|
|
|
|
EAC Consolidated EBITDA (a) |
|
$ |
671,832 |
|
Divided by: EAC consolidated net interest expense and
letter of credit fees |
|
$ |
60,181 |
|
EAC Total Interest Coverage Ratio |
|
|
11.2 |
|
|
|
|
(a) |
|
EAC Consolidated EBITDA is defined in the EAC Credit Agreement and generally means
earnings before interest, income taxes, depletion, depreciation, and amortization, and
exploration expense. EAC Consolidated EBITDA is a non-GAAP financial measure, which is
reconciled to its most directly comparable GAAP measure below. |
The following table presents a calculation of EAC Consolidated EBITDA for the twelve months
ended June 30, 2009 (in thousands) as required under the EAC Credit Agreement, together with a
reconciliation of such amount to its most directly comparable financial measures calculated and
presented in accordance with GAAP. This EBITDA measure should not be considered an alternative to
net income (loss), operating income (loss), cash flow from operating activities, or any other
measure of financial performance or liquidity presented in accordance with GAAP. This EBITDA
measure may not be comparable to similarly titled measures of another company because all companies
may not calculate this measure in the same manner.
56
ENCORE ACQUISITION COMPANY
|
|
|
|
|
EAC consolidated net income |
|
$ |
257,182 |
|
EAC unrealized non-cash hedge gain |
|
|
(218,479 |
) |
EAC consolidated net interest expense |
|
|
60,181 |
|
EAC income and franchise taxes |
|
|
206,725 |
|
EAC depletion, depreciation, and amortization expense |
|
|
231,914 |
|
EAC non-cash equity-based compensation |
|
|
11,452 |
|
EAC exploration expense |
|
|
108,631 |
|
EAC other non-cash |
|
|
14,226 |
|
|
|
|
|
EAC Consolidated EBITDA |
|
$ |
671,832 |
|
|
|
|
|
The EAC Credit Agreement contains customary events of default, which would permit the lenders
to accelerate the debt if not cured within applicable grace periods. If an event of default occurs
and is continuing, lenders with a majority of the aggregate commitments may require Bank of
America, N.A. to declare all amounts outstanding under the EAC Credit Agreement to be immediately
due and payable.
On June 30, 2009 and July 31, 2009, there were $175 million of outstanding borrowings and $650
million of borrowing capacity under the EAC Credit Agreement.
Encore Energy Partners Operating LLC Credit Agreement
In March 2007, OLLC entered into a five-year credit agreement (as amended, the OLLC Credit
Agreement) with a bank syndicate including Bank of America, N.A. and other lenders. The OLLC
Credit Agreement matures on March 7, 2012. Effective March 10, 2009, OLLC amended the OLLC Credit
Agreement to, among other things, increase the interest rate margins and commitment fees applicable
to loans made under the OLLC Credit Agreement. The OLLC Credit Agreement provides for revolving
credit loans to be made to OLLC from time to time and letters of credit to be issued from time to
time for the account of OLLC or any of its restricted subsidiaries.
The aggregate amount of the commitments of the lenders under the OLLC Credit Agreement is $300
million. Availability under the OLLC Credit Agreement is subject to a borrowing base, which is
redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations.
As of June 30, 2009, the borrowing base was $240 million. In July 2009, ENP requested the
syndicate of lenders underwriting the OLLC Credit Agreement to increase the borrowing base from
$240 million to $375 million.
OLLC incurs a commitment fee on the unused portion of the OLLC Credit Agreement determined
based on the ratio of amounts outstanding under the OLLC Credit Agreement to the borrowing base in
effect on such date. The following table summarizes the commitment fee percentage under the OLLC
Credit Agreement:
|
|
|
|
|
|
|
Commitment |
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Fee Percentage |
Less than .90 to 1 |
|
|
0.375% |
(a) |
Greater than or equal to .90 to 1 |
|
|
0.500 |
% |
|
|
|
(a) |
|
In connection with the proposed increase in the borrowing base under the OLLC Credit
Agreement from $240 million to $375 million, ENP expects this commitment fee percentage to
increase to 0.500 percent. |
OLLCs obligations under the OLLC Credit Agreement are secured by a first-priority security
interest in substantially all of OLLCs proved oil and natural gas reserves and in the equity
interests of OLLC and its restricted subsidiaries. In addition, OLLCs obligations under the OLLC
Credit Agreement are guaranteed by ENP and OLLCs restricted subsidiaries. We consolidate the debt
of ENP with that of our own; however, obligations under the OLLC Credit Agreement are non-recourse
to us and our restricted subsidiaries.
Loans under the OLLC Credit Agreement are subject to varying rates of interest based on (1)
the total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a
Eurodollar loan or a base rate loan. Eurodollar loans bear interest at the Eurodollar rate plus
the applicable margin indicated in the following table, and base rate loans bear interest at the
base rate plus the applicable margin indicated in the following table:
57
ENCORE ACQUISITION COMPANY
|
|
|
|
|
|
|
|
|
|
|
Applicable Margin for |
|
Applicable Margin for |
|
Ratio of Total Outstanding Borrowings to Borrowing Base |
|
Eurodollar Loans (a) |
|
Base Rate Loans (a) |
Less than .50 to 1 |
|
|
1.750 |
% |
|
|
0.750 |
% |
Greater than or equal to .50 to 1 but less than .75 to 1 |
|
|
2.000 |
% |
|
|
0.750 |
% |
Greater than
or equal to .75 to 1 but less than .90 to 1 |
|
|
2.250 |
% |
|
|
1.000 |
% |
Greater than or equal to .90 to 1 |
|
|
2.500 |
% |
|
|
1.250 |
% |
|
|
|
(a) |
|
In connection with the proposed increase in the borrowing base under the OLLC Credit
Agreement from $240 million to $375 million, ENP expects the applicable margin for
Eurodollar loans to increase by 0.500 percent at each tier and the applicable margin for
base rate loans to increase by 0.500 percent for the first tier and by 0.750 percent for
the other three tiers. |
The Eurodollar rate for any interest period (either one, two, three, or six months, as
selected by ENP) is the rate equal to the British Bankers Association LIBOR Rate for deposits in
dollars for a similar interest period. The Base Rate is calculated as the highest of: (1) the
annual rate of interest announced by Bank of America, N.A. as its prime rate; (2) the federal
funds effective rate plus 0.5 percent; or (3) except during a LIBOR Unavailability Period, the
Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0 percent.
Any outstanding letters of credit reduce the availability under the OLLC Credit Agreement.
Borrowings under the OLLC Credit Agreement may be repaid from time to time without penalty.
The OLLC Credit Agreement contains covenants that, among others, include:
|
|
|
a prohibition against incurring debt, subject to permitted exceptions; |
|
|
|
|
a prohibition against purchasing or redeeming capital stock, or prepaying indebtedness,
subject to permitted exceptions; |
|
|
|
|
a restriction on creating liens on the assets of ENP, OLLC, and OLLCs restricted
subsidiaries, subject to permitted exceptions; |
|
|
|
|
restrictions on merging and selling assets outside the ordinary course of business; |
|
|
|
|
restrictions on use of proceeds, investments, transactions with affiliates, or change of
principal business; |
|
|
|
|
a provision limiting oil and natural gas hedging transactions (other than puts) to a
volume not exceeding 75 percent of anticipated production from proved producing reserves; |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated current assets to
consolidated current liabilities of not less than 1.0 to 1.0 (the ENP Current Ratio); |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to the sum of
consolidated net interest expense plus letter of credit fees of not less than 1.5 to 1.0
(the ENP Total Interest Coverage Ratio); |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to consolidated
senior interest expense of not less than 2.5 to 1.0 (the ENP Senior Interest Coverage
Ratio); and |
|
|
|
|
a requirement that ENP and OLLC maintain a ratio of consolidated funded debt (excluding
certain related party debt) to consolidated adjusted EBITDA of not more than 3.5 to 1.0
(the ENP Leverage Ratio). |
In order to show ENPs and OLLCs compliance with the covenants of the OLLC Credit Agreement,
the use of non-GAAP financial measures is required. The presentation of these non-GAAP financial
measures provides useful information to investors as they allow readers to understand how much
cushion there is between the required ratios and the actual ratios. These non-GAAP financial
measures should not be considered an alternative to any measure of financial performance presented
in accordance with GAAP.
As of June 30, 2009, ENP and OLLC were in compliance with all covenants in the OLLC Credit
Agreement, including the following financial covenants:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Ratio as of |
Financial Covenant |
|
Required Ratio |
|
June 30, 2009 |
ENP Current Ratio |
|
Minimum 1.0 to 1.0 |
|
|
3.3 to 1.0 |
|
ENP Total Interest Coverage Ratio |
|
Minimum 1.5 to 1.0 |
|
|
13.0 to 1.0 |
|
ENP Senior Interest Coverage Ratio |
|
Minimum 2.5 to 1.0 |
|
|
17.2 to 1.0 |
|
ENP Leverage Ratio |
|
Maximum 3.5 to 1.0 |
|
|
1.7 to 1.0 |
|
58
ENCORE ACQUISITION COMPANY
The following table shows the calculation of the ENP Current Ratio as of June 30, 2009 ($ in
thousands):
|
|
|
|
|
ENP current assets |
|
$ |
56,824 |
|
Availability under the OLLC Credit Agreement |
|
|
45,000 |
|
|
|
|
|
ENP consolidated current assets |
|
$ |
101,824 |
|
|
|
|
|
Divided by: ENP consolidated current liabilities |
|
$ |
31,317 |
|
ENP Current Ratio |
|
|
3.3 |
|
The following table shows the calculation of the ENP Total Interest Coverage Ratio for the
twelve months ended June 30, 2009 ($ in thousands):
|
|
|
|
|
ENP Consolidated EBITDA (a) |
|
$ |
103,785 |
|
|
|
|
|
Divided by: |
|
|
|
|
ENP consolidated interest expense and letter of credit fees |
|
$ |
7,987 |
|
ENP consolidated interest income |
|
|
(23 |
) |
|
|
|
|
ENP consolidated net interest expense and letter of credit fees |
|
$ |
7,964 |
|
|
|
|
|
ENP Total Interest Coverage Ratio |
|
|
13.0 |
|
|
|
|
(a) |
|
ENP Consolidated EBITDA is defined in the OLLC Credit Agreement and generally means
earnings before interest, income taxes, depletion, depreciation, and amortization, and
exploration expense. ENP Consolidated EBITDA is a non-GAAP financial measure, which is
reconciled to its most directly comparable GAAP measure below. |
The following table shows the calculation of the ENP Senior Interest Coverage Ratio for the
twelve months ended June 30, 2009 ($ in thousands):
|
|
|
|
|
ENP Consolidated EBITDA (a) |
|
$ |
103,785 |
|
|
|
|
|
Divided by: |
|
|
|
|
ENP consolidated senior interest expense |
|
$ |
6,045 |
|
ENP consolidated interest income |
|
|
(23 |
) |
|
|
|
|
ENP consolidated net senior interest expense |
|
$ |
6,022 |
|
|
|
|
|
ENP Senior Interest Coverage Ratio |
|
|
17.2 |
|
|
|
|
(a) |
|
ENP Consolidated EBITDA is defined in the OLLC Credit Agreement and generally means
earnings before interest, income taxes, depletion, depreciation, and amortization, and
exploration expense. ENP Consolidated EBITDA is a non-GAAP financial measure, which is
reconciled to its most directly comparable GAAP measure below. |
The following table shows the calculation of the ENP Leverage Ratio for the twelve months
ended June 30, 2009 ($ in thousands):
|
|
|
|
|
ENP consolidated funded debt |
|
$ |
195,000 |
|
Divided by: ENP Consolidated Adjusted EBITDA (a) |
|
$ |
114,577 |
|
ENP Leverage Ratio |
|
|
1.7 |
|
|
|
|
(a) |
|
ENP Consolidated Adjusted EBITDA is defined in the OLLC Credit Agreement and generally
means earnings before interest, income taxes, depletion, depreciation, and amortization,
and exploration expense, after giving pro forma effect to one or more acquisitions or
dispositions in excess of $20 million in the aggregate. ENP Consolidated Adjusted EBITDA
is a non-GAAP financial measure, which is reconciled to its most directly comparable GAAP
measure below. |
The following table presents a calculation of ENP Consolidated EBITDA and ENP Consolidated
Adjusted EBITDA for the twelve months ended June 30, 2009 (in thousands) as required under the OLLC
Credit Agreement, together with a reconciliation of such amounts to their most directly comparable
financial measures calculated and presented in accordance with GAAP. These EBITDA measures should
not be considered an alternative to net income (loss), operating income (loss), cash flow from
operating activities, or any other measure of financial performance or liquidity presented in
accordance with GAAP. These EBITDA measures may not be comparable to similarly titled measures of
another company because all companies may not calculate these measures in the same manner.
59
ENCORE ACQUISITION COMPANY
|
|
|
|
|
ENP consolidated net income |
|
$ |
180,405 |
|
ENP unrealized non-cash hedge gain |
|
|
(130,390 |
) |
ENP consolidated net interest expense |
|
|
7,964 |
|
ENP income and franchise taxes |
|
|
998 |
|
ENP depletion, depreciation, amortization, and
exploration expense |
|
|
41,202 |
|
ENP non-cash unit-based compensation |
|
|
3,321 |
|
ENP other non-cash |
|
|
285 |
|
|
|
|
|
ENP Consolidated EBITDA |
|
|
103,785 |
|
Pro forma effect of acquisitions |
|
|
10,792 |
|
|
|
|
|
ENP Consolidated Adjusted EBITDA |
|
$ |
114,577 |
|
|
|
|
|
The OLLC Credit Agreement contains customary events of default, which would permit the lenders
to accelerate the debt if not cured within applicable grace periods. If an event of default occurs
and is continuing, lenders with a majority of the aggregate commitments may require Bank of
America, N.A. to declare all amounts outstanding under the OLLC Credit Agreement to be immediately
due and payable.
On June 30, 2009, there were $195 million of outstanding borrowings and $45 million of
borrowing capacity under the OLLC Credit Agreement. On July 31, 2009, there were $150 million of
outstanding borrowings and $90 million of borrowing capacity under the OLLC Credit Agreement.
Please read Note 7 of Notes to Consolidated Financial Statements included in Item 1.
Financial Statements for additional information regarding our long-term debt.
Debt covenants. At June 30, 2009, we and ENP were in compliance with all debt covenants.
Capitalization. At June 30, 2009, we had total assets of $3.4 billion and total
capitalization of $2.6 billion, of which 55 percent was represented by equity and 45 percent by
long-term debt. At December 31, 2008, we had total assets of $3.6 billion and total
capitalization of $2.8 billion, of which 53 percent was represented by equity and 47 percent
by long-term debt. The percentages of our capitalization represented by equity and long-term debt
could vary in the future if debt or equity is used to finance capital projects or acquisitions.
Critical Accounting Policies and Estimates
Please read Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations Critical Accounting Policies and Estimates in our 2008 Annual Report on Form 10-K
for additional information regarding our critical accounting policies and estimates.
New Accounting Pronouncements
The effects of new accounting pronouncements are discussed in Note 2 of Notes to Consolidated
Financial Statements included in Item 1. Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The primary objective of the following information is to provide quantitative and qualitative
information about our potential exposure to market risks. The term market risk refers to the
risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The
disclosures are not meant to be precise indicators of exposure, but rather indicators of potential
exposure. This information provides indicators of how we view and manage our ongoing market risk
exposures. We do not enter into market risk sensitive instruments for speculative trading
purposes.
The information included in Item 7A. Quantitative and Qualitative Disclosures about Market
Risk in our 2008 Annual Report on Form 10-K is incorporated herein by reference. Such information
includes a description of our potential exposure to market risks, including commodity price risk
and interest rate risk.
60
ENCORE ACQUISITION COMPANY
Commodity Price Sensitivity
Our commodity derivative contracts are discussed in Note 5 of Notes to Consolidated Financial
Statements included in Item 1. Financial Statements. The counterparties to our commodity
derivative contracts are a diverse group of seven institutions, all of which are currently rated A+
or better by Standard & Poors and/or Fitch, with the majority rated AA- or better. As of June 30,
2009, the fair market value of our oil derivative contracts was a net asset of approximately $47.3
million and the fair market value of our natural gas derivative contracts was a net asset of
approximately $25.7 million. These amounts exclude deferred premiums of $38.9 million that are not
subject to changes in commodity prices. Based on our open commodity derivative positions at June
30, 2009, a 10 percent increase in the respective NYMEX prices for oil and natural gas would
decrease our net commodity derivative asset by approximately $36.4 million, while a 10 percent
decrease in the respective NYMEX prices for oil and natural gas would increase our net commodity
derivative asset by approximately $38.3 million.
Interest Rate Sensitivity
Our long-term debt is discussed in Note 7 of Notes to Consolidated Financial Statements
included in Item 1. Financial Statements. At June 30, 2009, we had total long-term debt of $1.2
billion, net of discount of $22.1 million. Of this amount, $150 million bears interest at a fixed
rate of 6.25 percent, $300 million bears interest at a fixed rate of 6.0 percent, $225 million
bears interest at a fixed rate of 9.5 percent, and $150 million bears interest at a fixed rate of
7.25 percent. The remaining long-term debt balance of $370 million as of June 30, 2009 consisted
of outstanding borrowings under revolving credit facilities, which are subject to floating market
rates of interest that are linked to the Eurodollar rate.
At this level of floating rate debt, if the Eurodollar rate increased by 10 percent, we would
incur an additional $0.9 million of interest expense per year on revolving credit facilities, and
if the Eurodollar rate decreased by 10 percent, we would incur $0.9 million less. Additionally, if
the discount rates on our senior notes increased by 10 percent, we estimate the fair value of our
fixed rate debt at June 30, 2009 would increase from approximately $724.7 million to approximately
$734.7 million, and if the discount rates on our senior notes decreased by 10 percent, we estimate
the fair value would decrease to approximately $714.7 million.
ENPs interest rate swaps are discussed in Note 5 of Notes to Consolidated Financial
Statements included in Item 1. Financial Statements. As of June 30, 2009, the fair market value
of ENPs interest rate swaps was a net liability of approximately $3.8 million. If the Eurodollar
rate increased by 10 percent, we estimate the liability would decrease to approximately $3.4
million, and if the Eurodollar rate decreased by 10 percent, we estimate the liability would
increase to approximately $4.2 million.
Item 4. Controls and Procedures
In accordance with the Securities Exchange Act of 1934 (the Exchange Act) Rules 13a-15 and
15d-15, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of June 30, 2009 to ensure that information required to be disclosed
in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the SECs rules and forms and that information
required to be disclosed is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.
There were no changes in our internal control over financial reporting during the second
quarter of 2009 that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
61
ENCORE ACQUISITION COMPANY
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to ongoing legal proceedings in the ordinary course of business. Management
does not believe the result of these legal proceedings will have a material adverse effect on our
business, financial condition, results of operations, or liquidity.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider
the factors discussed in Item 1A. Risk Factors and elsewhere in our 2008 Annual Report on Form
10-K, which could materially affect our business, financial condition, or results of operations.
The risks described in our 2008 Annual Report on Form 10-K are not the only risks we face. Unknown
risks and uncertainties or risks and uncertainties that we currently believe to be immaterial may
also have a material adverse effect on our business, financial condition, or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
In October 2008, the Board approved a share repurchase program authorizing us to repurchase up
to $40 million of our common stock. As of June 30, 2009, we had repurchased and retired 620,265
shares of our outstanding common stock for approximately $17.2 million, or an average price of
$27.68 per share, under the share repurchase program. During the second quarter of 2009, we did
not repurchase any shares of our outstanding common stock under the share repurchase program. As
of June 30, 2009, approximately $22.8 million of our common stock remained authorized for
repurchase.
The following table summarizes purchases of our common stock during the second quarter of
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
Value of Shares |
|
|
|
Total Number |
|
|
|
|
|
|
as Part of Publicly |
|
|
That May Yet Be |
|
|
|
of Shares |
|
|
Average Price |
|
|
Announced Plans |
|
|
Purchased Under the |
|
Month |
|
Purchased |
|
|
Paid per Share |
|
|
or Programs |
|
|
Plans or Programs |
|
April |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
May (a) |
|
|
466 |
|
|
$ |
34.41 |
|
|
|
|
|
|
|
|
|
June |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
466 |
|
|
$ |
34.41 |
|
|
|
|
|
|
$ |
22,830,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Certain employees directed us to withhold 466 shares of common stock to satisfy minimum
tax withholding obligations in conjunction with the vesting of restricted stock awards. |
Item 4. Submission of Matters to a Vote of Security Holders
Our annual meeting of stockholders was held on April 28, 2009. The items submitted to
stockholders for vote were (1) the election of eight nominees to serve as directors until our next
annual meeting and (2) the ratification of the appointment of Ernst & Young LLP as our independent
registered public accounting firm for 2009. Notice of the meeting and proxy information was
distributed to stockholders prior to the meeting in accordance with law. There were no
solicitations in opposition to the nominees. Out of a total of 52,754,036 shares of our common
stock outstanding and entitled to vote at the meeting, 50,091,968 shares (95.0 percent) were
present in person or by proxy.
Election of Directors
The Board recommended that our stockholders elect all eight nominees to serve as our directors
until our next annual meeting. The vote tabulation with respect to each nominee to the Board was
as follows:
62
ENCORE ACQUISITION COMPANY
|
|
|
|
|
|
|
|
|
NOMINEE |
|
FOR |
|
WITHHELD |
I. Jon Brumley |
|
|
31,100,906 |
|
|
|
18,991,062 |
|
Jon S. Brumley |
|
|
30,942,150 |
|
|
|
19,149,818 |
|
John A. Bailey |
|
|
31,239,381 |
|
|
|
18,852,587 |
|
Martin C. Bowen |
|
|
31,239,182 |
|
|
|
18,852,786 |
|
Ted Collins, Jr. |
|
|
31,115,413 |
|
|
|
18,976,555 |
|
Ted A. Gardner |
|
|
31,239,381 |
|
|
|
18,852,587 |
|
John V. Genova |
|
|
31,240,623 |
|
|
|
18,851,345 |
|
James A. Winne III |
|
|
31,253,638 |
|
|
|
18,838,330 |
|
Appointment of Independent Registered Public Accounting Firm for 2009
The Board recommended that our stockholders ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for 2009. The vote tabulation with respect to the
ratification of the appointment of the independent registered public accounting firm for 2009 was
as follows:
|
|
|
|
|
|
|
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
49,965,408 |
|
|
109,497 |
|
|
|
17,063 |
|
Item 6. Exhibits
|
|
|
Exhibit No. |
|
Description |
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Encore Acquisition Company
(incorporated by reference from Exhibit 3.1 of EACs Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001, filed with the SEC on November 7, 2001). |
3.1.2
|
|
Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of
Encore Acquisition Company (incorporated by reference from Exhibit 3.1.2 of EACs Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005, filed with the SEC on May 5, 2005). |
3.1.3
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock of Encore
Acquisition Company (incorporated by reference from Exhibit 3.1 of EACs Current Report on
Form 8-K, filed with the SEC on October 31, 2008). |
3.2
|
|
Second Amended and Restated Bylaws of Encore Acquisition Company (incorporated by reference
from Exhibit 3.2 of EACs Quarterly Report on Form 10-Q for the quarter ended September 30,
2001, filed with the SEC on November 7, 2001). |
4.1
|
|
Indenture, dated as of November 16, 2005, among Encore Acquisition Company and Wells Fargo
Bank, National Association with respect to Subordinated Debt Securities (incorporated by
reference from Exhibit 4.1 to EACs Current Report on Form 8-K, filed with the SEC on November
23, 2005). |
4.2
|
|
Third Supplemental Indenture, dated as of April 27, 2009, among Encore Acquisition Company,
the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, with
respect to the 9.50% Senior Subordinated Notes due 2016 (incorporated by reference from
Exhibit 4.2 to EACs Current Report on Form 8-K, filed with the SEC on April 28, 2009). |
4.3
|
|
Form of 9.50% Senior Subordinated Note due 2016 (included as Exhibit A to Exhibit 4.2 above). |
31.1*
|
|
Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer). |
31.2*
|
|
Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer). |
32.1*
|
|
Section 1350 Certification (Principal Executive Officer). |
32.2*
|
|
Section 1350 Certification (Principal Financial Officer). |
99.1*
|
|
Statement showing computation of ratios of earnings (loss) to fixed charges. |
63
ENCORE ACQUISITION COMPANY
SIGNATURE
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 thereunto duly authorized.
|
|
|
|
|
|
ENCORE ACQUISITION COMPANY
|
|
Date: August 5, 2009 |
/s/ Andrea Hunter
|
|
|
Andrea Hunter |
|
|
Vice President, Controller,
and Principal Accounting Officer
(Duly Authorized Signatory) |
|
|
64