x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Texas
|
|
74-1492779
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
12377 Merit Drive
Suite 1700, LB 82
Dallas, Texas
|
|
75251
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
||
|
|
|
|
Item 1.
|
Financial Statements
|
(in thousands)
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
80,442
|
|
|
$
|
45,644
|
|
Restricted cash
|
|
42,542
|
|
|
70,085
|
|
||
Accounts receivable, net:
|
|
|
|
|
||||
Oil and natural gas
|
|
78,029
|
|
|
84,348
|
|
||
Joint interest
|
|
62,519
|
|
|
69,446
|
|
||
Other
|
|
18,209
|
|
|
15,053
|
|
||
Inventory
|
|
4,727
|
|
|
5,705
|
|
||
Derivative financial instruments
|
|
33,082
|
|
|
49,500
|
|
||
Other
|
|
16,767
|
|
|
22,085
|
|
||
Total current assets
|
|
336,317
|
|
|
361,866
|
|
||
Equity investments
|
|
371,190
|
|
|
347,008
|
|
||
Oil and natural gas properties (full cost accounting method):
|
|
|
|
|
||||
Unproved oil and natural gas properties and development costs not being amortized
|
|
367,407
|
|
|
470,043
|
|
||
Proved developed and undeveloped oil and natural gas properties
|
|
2,699,608
|
|
|
2,715,767
|
|
||
Accumulated depletion
|
|
(2,029,922
|
)
|
|
(1,945,565
|
)
|
||
Oil and natural gas properties, net
|
|
1,037,093
|
|
|
1,240,245
|
|
||
Gas gathering assets
|
|
33,562
|
|
|
130,830
|
|
||
Accumulated depreciation and amortization
|
|
(9,688
|
)
|
|
(34,364
|
)
|
||
Gas gathering assets, net
|
|
23,874
|
|
|
96,466
|
|
||
Office, field and other equipment, net
|
|
17,597
|
|
|
20,725
|
|
||
Deferred financing costs, net
|
|
18,098
|
|
|
22,584
|
|
||
Derivative financial instruments
|
|
13,562
|
|
|
16,554
|
|
||
Goodwill
|
|
163,155
|
|
|
218,256
|
|
||
Other assets
|
|
28
|
|
|
28
|
|
||
Total assets
|
|
$
|
1,980,914
|
|
|
$
|
2,323,732
|
|
|
|
|
|
|
||||
See accompanying notes.
|
|
|
|
|
(in thousands, except per share and share data)
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
|
|
(Unaudited)
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
81,134
|
|
|
$
|
83,240
|
|
Revenues and royalties payable
|
|
131,519
|
|
|
134,066
|
|
||
Accrued interest payable
|
|
17,311
|
|
|
17,029
|
|
||
Current portion of asset retirement obligations
|
|
395
|
|
|
1,200
|
|
||
Income taxes payable
|
|
—
|
|
|
—
|
|
||
Derivative financial instruments
|
|
3,186
|
|
|
2,396
|
|
||
Total current liabilities
|
|
233,545
|
|
|
237,931
|
|
||
Long-term debt
|
|
1,310,407
|
|
|
1,848,972
|
|
||
Deferred income taxes
|
|
—
|
|
|
—
|
|
||
Derivative financial instruments
|
|
13,335
|
|
|
26,369
|
|
||
Asset retirement obligations and other long-term liabilities
|
|
42,745
|
|
|
61,067
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value; 10,000,000 authorized shares; none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 350,000,000 authorized shares; 217,906,792 shares issued and 217,367,571 shares outstanding at June 30, 2013; 218,126,071 shares issued and 217,586,850 shares outstanding at December 31, 2012
|
|
215
|
|
|
215
|
|
||
Additional paid-in capital
|
|
3,209,517
|
|
|
3,200,067
|
|
||
Accumulated deficit
|
|
(2,821,371
|
)
|
|
(3,043,410
|
)
|
||
Treasury stock, at cost; 539,221 shares at June 30, 2013 and December 31, 2012
|
|
(7,479
|
)
|
|
(7,479
|
)
|
||
Total shareholders’ equity
|
|
380,882
|
|
|
149,393
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,980,914
|
|
|
$
|
2,323,732
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas
|
|
$
|
150,332
|
|
|
$
|
117,978
|
|
|
$
|
288,555
|
|
|
$
|
252,826
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas operating costs
|
|
11,902
|
|
|
18,863
|
|
|
25,519
|
|
|
41,659
|
|
||||
Production and ad valorem taxes
|
|
3,981
|
|
|
6,789
|
|
|
9,229
|
|
|
13,982
|
|
||||
Gathering and transportation
|
|
23,408
|
|
|
25,913
|
|
|
47,884
|
|
|
52,336
|
|
||||
Depletion, depreciation and amortization
|
|
47,388
|
|
|
87,337
|
|
|
88,696
|
|
|
176,919
|
|
||||
Write-down of oil and natural gas properties
|
|
—
|
|
|
428,801
|
|
|
10,707
|
|
|
704,665
|
|
||||
Accretion of discount on asset retirement obligations
|
|
556
|
|
|
964
|
|
|
1,246
|
|
|
1,911
|
|
||||
General and administrative
|
|
26,574
|
|
|
18,637
|
|
|
44,558
|
|
|
40,142
|
|
||||
(Gain) loss on divestitures and other operating items
|
|
2,640
|
|
|
6,710
|
|
|
(182,242
|
)
|
|
8,335
|
|
||||
Total costs and expenses
|
|
116,449
|
|
|
594,014
|
|
|
45,597
|
|
|
1,039,949
|
|
||||
Operating income (loss)
|
|
33,883
|
|
|
(476,036
|
)
|
|
242,958
|
|
|
(787,123
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(15,105
|
)
|
|
(20,369
|
)
|
|
(35,297
|
)
|
|
(37,133
|
)
|
||||
Gain (loss) on derivative financial instruments
|
|
55,246
|
|
|
(15,258
|
)
|
|
11,732
|
|
|
38,607
|
|
||||
Other income
|
|
158
|
|
|
197
|
|
|
246
|
|
|
440
|
|
||||
Equity income
|
|
11,416
|
|
|
15,033
|
|
|
24,079
|
|
|
7,127
|
|
||||
Total other income (expense)
|
|
51,715
|
|
|
(20,397
|
)
|
|
760
|
|
|
9,041
|
|
||||
Income (loss) before income taxes
|
|
85,598
|
|
|
(496,433
|
)
|
|
243,718
|
|
|
(778,082
|
)
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
|
$
|
85,598
|
|
|
$
|
(496,433
|
)
|
|
$
|
243,718
|
|
|
$
|
(778,082
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.40
|
|
|
$
|
(2.32
|
)
|
|
$
|
1.13
|
|
|
$
|
(3.63
|
)
|
Weighted average common shares outstanding
|
|
214,788
|
|
|
214,164
|
|
|
214,786
|
|
|
214,154
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.40
|
|
|
$
|
(2.32
|
)
|
|
$
|
1.13
|
|
|
$
|
(3.63
|
)
|
Weighted average common shares and common share equivalents outstanding
|
|
216,023
|
|
|
214,164
|
|
|
215,347
|
|
|
214,154
|
|
|
|
Six Months Ended June 30,
|
||||||
(in thousands)
|
|
2013
|
|
2012
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
243,718
|
|
|
$
|
(778,082
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depletion, depreciation and amortization
|
|
88,696
|
|
|
176,919
|
|
||
Share-based compensation expense
|
|
6,323
|
|
|
5,455
|
|
||
Accretion of discount on asset retirement obligations
|
|
1,246
|
|
|
1,911
|
|
||
Write-down of oil and natural gas properties
|
|
10,707
|
|
|
704,665
|
|
||
Income from equity investments
|
|
(24,079
|
)
|
|
(7,127
|
)
|
||
Non-cash change in fair value of derivatives
|
|
5,779
|
|
|
73,353
|
|
||
Deferred income taxes
|
|
—
|
|
|
—
|
|
||
Amortization of deferred financing costs and discount on the 2018 Notes
|
|
6,597
|
|
|
6,440
|
|
||
Gain on divestitures
|
|
(186,350
|
)
|
|
—
|
|
||
Effect of changes in:
|
|
|
|
|
||||
Accounts receivable
|
|
17,728
|
|
|
107,693
|
|
||
Other current assets
|
|
(1,786
|
)
|
|
4,997
|
|
||
Accounts payable and other current liabilities
|
|
2,653
|
|
|
(15,756
|
)
|
||
Net cash provided by operating activities
|
|
171,232
|
|
|
280,468
|
|
||
Investing Activities:
|
|
|
|
|
||||
Additions to oil and natural gas properties, gathering systems and equipment
|
|
(132,363
|
)
|
|
(305,969
|
)
|
||
Property acquisitions
|
|
(33,390
|
)
|
|
(2,748
|
)
|
||
Equity method investments
|
|
(104
|
)
|
|
(10,254
|
)
|
||
Proceeds from disposition of property and equipment
|
|
613,090
|
|
|
17,000
|
|
||
Restricted cash
|
|
27,543
|
|
|
95,167
|
|
||
Net changes in advances from Appalachia JV
|
|
8,276
|
|
|
5,193
|
|
||
Net cash provided by (used in) investing activities
|
|
483,052
|
|
|
(201,611
|
)
|
||
Financing Activities:
|
|
|
|
|
||||
Borrowings under credit agreements
|
|
46,757
|
|
|
53,000
|
|
||
Repayments under credit agreements
|
|
(644,541
|
)
|
|
(93,000
|
)
|
||
Proceeds from issuance of common stock
|
|
42
|
|
|
297
|
|
||
Payment of common stock dividends
|
|
(21,479
|
)
|
|
(17,132
|
)
|
||
Deferred financing costs and other
|
|
(265
|
)
|
|
(1,623
|
)
|
||
Net cash used in financing activities
|
|
(619,486
|
)
|
|
(58,458
|
)
|
||
Net increase in cash
|
|
34,798
|
|
|
20,399
|
|
||
Cash at beginning of period
|
|
45,644
|
|
|
31,997
|
|
||
Cash at end of period
|
|
$
|
80,442
|
|
|
$
|
52,396
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
||||
Cash interest payments
|
|
$
|
37,059
|
|
|
$
|
42,454
|
|
Income tax payments
|
|
—
|
|
|
—
|
|
||
Supplemental non-cash investing and financing activities:
|
|
|
|
|
||||
Capitalized share-based compensation
|
|
$
|
3,055
|
|
|
$
|
3,894
|
|
Capitalized interest
|
|
9,817
|
|
|
12,525
|
|
||
Issuance of common stock for director services
|
|
38
|
|
|
527
|
|
||
Accrued restricted stock dividends
|
|
201
|
|
|
190
|
|
||
EXCO/HGI Partnership debt upon formation, net
|
|
58,613
|
|
|
—
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional paid-in capital
|
|
Accumulated deficit
|
|
Total shareholders’ equity
|
||||||||||||||||
(in thousands)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balance at December 31, 2011
|
217,245
|
|
|
$
|
215
|
|
|
(539
|
)
|
|
$
|
(7,479
|
)
|
|
$
|
3,181,063
|
|
|
$
|
(1,615,467
|
)
|
|
$
|
1,558,332
|
|
Issuance of common stock
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|
—
|
|
|
824
|
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,349
|
|
|
—
|
|
|
9,349
|
|
|||||
Restricted stock issued, net of cancellations
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,322
|
)
|
|
(17,322
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(778,082
|
)
|
|
(778,082
|
)
|
|||||
Balance at June 30, 2012
|
217,183
|
|
|
$
|
215
|
|
|
(539
|
)
|
|
$
|
(7,479
|
)
|
|
$
|
3,191,236
|
|
|
$
|
(2,410,871
|
)
|
|
$
|
773,101
|
|
Balance at December 31, 2012
|
218,126
|
|
|
$
|
215
|
|
|
(539
|
)
|
|
$
|
(7,479
|
)
|
|
$
|
3,200,067
|
|
|
$
|
(3,043,410
|
)
|
|
$
|
149,393
|
|
Issuance of common stock
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,370
|
|
|
—
|
|
|
9,370
|
|
|||||
Restricted stock issued, net of cancellations
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,679
|
)
|
|
(21,679
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243,718
|
|
|
243,718
|
|
|||||
Balance at June 30, 2013
|
217,907
|
|
|
$
|
215
|
|
|
(539
|
)
|
|
$
|
(7,479
|
)
|
|
$
|
3,209,517
|
|
|
$
|
(2,821,371
|
)
|
|
$
|
380,882
|
|
1.
|
Organization and basis of presentation
|
2.
|
Critical accounting policies
|
3.
|
Divestitures, acquisitions and other significant events
|
4.
|
Asset retirement obligations
|
5.
|
Oil and natural gas properties
|
6.
|
Earnings per share
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
85,598
|
|
|
$
|
(496,433
|
)
|
|
$
|
243,718
|
|
|
$
|
(778,082
|
)
|
Weighted average common shares outstanding
|
|
214,788
|
|
|
214,164
|
|
|
214,786
|
|
|
214,154
|
|
||||
Net income (loss) per basic common share
|
|
$
|
0.40
|
|
|
$
|
(2.32
|
)
|
|
$
|
1.13
|
|
|
$
|
(3.63
|
)
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
85,598
|
|
|
$
|
(496,433
|
)
|
|
$
|
243,718
|
|
|
$
|
(778,082
|
)
|
Weighted average common shares outstanding
|
|
214,788
|
|
|
214,164
|
|
|
214,786
|
|
|
214,154
|
|
||||
Dilutive effect of:
|
|
|
|
|
|
|
|
|
||||||||
Stock options
|
|
437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restricted shares
|
|
798
|
|
|
—
|
|
|
561
|
|
|
—
|
|
||||
Weighted average common shares and common share equivalents outstanding
|
|
216,023
|
|
|
214,164
|
|
|
215,347
|
|
|
214,154
|
|
||||
Net income (loss) per diluted common share
|
|
$
|
0.40
|
|
|
$
|
(2.32
|
)
|
|
$
|
1.13
|
|
|
$
|
(3.63
|
)
|
7.
|
Derivative financial instruments
|
(in thousands)
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Commodity contracts
|
|
Derivative financial instruments - Current assets
|
|
$
|
33,082
|
|
|
$
|
49,500
|
|
Commodity contracts
|
|
Derivative financial instruments - Long-term assets
|
|
13,562
|
|
|
16,554
|
|
||
Commodity contracts
|
|
Derivative financial instruments - Current liabilities
|
|
(3,186
|
)
|
|
(2,396
|
)
|
||
Commodity contracts
|
|
Derivative financial instruments - Long-term liabilities
|
|
(13,335
|
)
|
|
(26,369
|
)
|
||
|
|
Net derivative financial instruments
|
|
$
|
30,123
|
|
|
$
|
37,289
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Cash settlements on derivative financial instruments
|
|
$
|
794
|
|
|
$
|
61,815
|
|
|
$
|
17,511
|
|
|
$
|
111,960
|
|
Non-cash change in fair value of derivative financial instruments
|
|
54,452
|
|
|
(77,073
|
)
|
|
(5,779
|
)
|
|
(73,353
|
)
|
||||
Gain (loss) on derivative financial instruments
|
|
$
|
55,246
|
|
|
$
|
(15,258
|
)
|
|
$
|
11,732
|
|
|
$
|
38,607
|
|
(in thousands, except prices)
|
|
Volume Mmbtus/Bbls
|
|
Weighted average strike price per Mmbtu/Bbl
|
|
Fair value at June 30, 2013
|
|||||
Natural gas:
|
|
|
|
|
|
|
|||||
Swaps:
|
|
|
|
|
|
|
|||||
Remainder of 2013
|
|
44,920
|
|
|
$
|
4.13
|
|
|
$
|
21,759
|
|
2014
|
|
56,648
|
|
|
4.25
|
|
|
19,131
|
|
||
2015
|
|
28,288
|
|
|
4.31
|
|
|
4,870
|
|
||
Calls:
|
|
|
|
|
|
|
|||||
Remainder of 2013
|
|
10,120
|
|
|
4.29
|
|
|
(459
|
)
|
||
2014
|
|
20,075
|
|
|
4.29
|
|
|
(4,528
|
)
|
||
2015
|
|
20,075
|
|
|
4.29
|
|
|
(8,344
|
)
|
||
Total natural gas
|
|
180,126
|
|
|
|
|
$
|
32,429
|
|
||
Oil:
|
|
|
|
|
|
|
|||||
Swaps:
|
|
|
|
|
|
|
|||||
Remainder of 2013
|
|
70
|
|
|
$
|
94.05
|
|
|
$
|
(75
|
)
|
2014
|
|
93
|
|
|
91.87
|
|
|
175
|
|
||
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Calls:
|
|
|
|
|
|
|
|||||
Remainder of 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
||
2014
|
|
365
|
|
|
100.00
|
|
|
(1,143
|
)
|
||
2015
|
|
365
|
|
|
100.00
|
|
|
(1,263
|
)
|
||
Total oil
|
|
893
|
|
|
|
|
$
|
(2,306
|
)
|
||
Total oil and natural gas derivatives
|
|
|
|
|
|
$
|
30,123
|
|
8.
|
Fair value measurements
|
|
|
June 30, 2013
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Oil and natural gas derivative financial instruments
|
|
$
|
—
|
|
|
$
|
30,123
|
|
|
$
|
—
|
|
|
$
|
30,123
|
|
|
|
December 31, 2012
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Oil and natural gas derivative financial instruments
|
|
$
|
—
|
|
|
$
|
37,289
|
|
|
$
|
—
|
|
|
$
|
37,289
|
|
|
|
June 30, 2013
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
2018 Notes
|
|
$
|
706,875
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
706,875
|
|
|
|
December 31, 2012
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
2018 Notes
|
|
$
|
716,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
716,250
|
|
9.
|
Long-term debt
|
(in thousands)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
EXCO Resources Credit Agreement
|
|
$
|
474,234
|
|
|
$
|
1,107,500
|
|
2018 Notes
|
|
750,000
|
|
|
750,000
|
|
||
Unamortized discount on 2018 Notes
|
|
(7,922
|
)
|
|
(8,528
|
)
|
||
Total debt excluding the EXCO/HGI Partnership
|
|
$
|
1,216,312
|
|
|
$
|
1,848,972
|
|
EXCO/HGI Partnership Credit Agreement
|
|
94,095
|
|
|
—
|
|
||
Total debt
|
|
$
|
1,310,407
|
|
|
$
|
1,848,972
|
|
•
|
maintain a consolidated current ratio (as defined in the EXCO Resources Credit Agreement) of at least
1.0
to
1.0
as of the end of any fiscal quarter; and
|
•
|
not permit our ratio of consolidated funded indebtedness to consolidated EBITDAX (as defined in the EXCO Resources Credit Agreement) to be greater than
4.5
to
1.0
at the end of any fiscal quarter.
|
•
|
incur or guarantee additional debt and issue certain types of preferred stock;
|
•
|
pay dividends on our capital stock (over
$50.0 million
per annum) or redeem, repurchase or retire our capital stock or subordinated debt;
|
•
|
make certain investments;
|
•
|
create liens on our assets;
|
•
|
enter into sale/leaseback transactions;
|
•
|
create restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;
|
•
|
engage in transactions with our affiliates;
|
•
|
transfer or issue shares of stock of subsidiaries;
|
•
|
transfer or sell assets; and
|
•
|
consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
|
•
|
maintain a consolidated current ratio (as defined in the agreement) of at least
1.0
to
1.0
as of the end of any fiscal quarter; and
|
•
|
not permit the ratio of consolidated funded indebtedness (as defined in the agreement) to consolidated EBITDAX (as defined in the agreement) to be greater than
4.5
to
1.0
at the end of any fiscal quarter.
|
(in thousands)
|
|
Exploration and production
|
|
Midstream
|
|
Equity investee and intercompany eliminations
|
|
Consolidated total
|
||||||||
For the three months ended June 30, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Third party revenues
|
|
$
|
150,332
|
|
|
$
|
57,669
|
|
|
$
|
(57,669
|
)
|
|
$
|
150,332
|
|
Intersegment revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total revenues
|
|
$
|
150,332
|
|
|
$
|
57,669
|
|
|
$
|
(57,669
|
)
|
|
$
|
150,332
|
|
Segment profit
|
|
$
|
111,041
|
|
|
$
|
41,736
|
|
|
$
|
(41,736
|
)
|
|
$
|
111,041
|
|
Equity income (loss)
|
|
$
|
(576
|
)
|
|
$
|
11,992
|
|
|
$
|
—
|
|
|
$
|
11,416
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the three months ended June 30, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Third party revenues
|
|
$
|
117,978
|
|
|
$
|
63,932
|
|
|
$
|
(63,932
|
)
|
|
$
|
117,978
|
|
Intersegment revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total revenues
|
|
$
|
117,978
|
|
|
$
|
63,932
|
|
|
$
|
(63,932
|
)
|
|
$
|
117,978
|
|
Segment profit
|
|
$
|
66,413
|
|
|
$
|
49,157
|
|
|
$
|
(49,157
|
)
|
|
$
|
66,413
|
|
Equity income (loss)
|
|
$
|
(1,337
|
)
|
|
$
|
16,370
|
|
|
$
|
—
|
|
|
$
|
15,033
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the six months ended June 30, 2013
|
|
|
|
|
|
|
|
|
||||||||
Third party revenues
|
|
$
|
288,555
|
|
|
$
|
114,502
|
|
|
$
|
(114,502
|
)
|
|
$
|
288,555
|
|
Intersegment revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total revenues
|
|
$
|
288,555
|
|
|
$
|
114,502
|
|
|
$
|
(114,502
|
)
|
|
$
|
288,555
|
|
Segment profit
|
|
$
|
205,923
|
|
|
$
|
84,337
|
|
|
$
|
(84,337
|
)
|
|
$
|
205,923
|
|
Equity income (loss)
|
|
$
|
(1,125
|
)
|
|
$
|
25,204
|
|
|
$
|
—
|
|
|
$
|
24,079
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the six months ended June 30, 2012
|
|
|
|
|
|
|
|
|
||||||||
Third party revenues
|
|
$
|
252,826
|
|
|
$
|
126,856
|
|
|
$
|
(126,856
|
)
|
|
$
|
252,826
|
|
Intersegment revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total revenues
|
|
$
|
252,826
|
|
|
$
|
126,856
|
|
|
$
|
(126,856
|
)
|
|
$
|
252,826
|
|
Segment profit
|
|
$
|
144,849
|
|
|
$
|
91,478
|
|
|
$
|
(91,478
|
)
|
|
$
|
144,849
|
|
Equity income (loss)
|
|
$
|
(1,745
|
)
|
|
$
|
8,872
|
|
|
$
|
—
|
|
|
$
|
7,127
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of June 30, 2013
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
132,234
|
|
|
$
|
14,828
|
|
|
$
|
(14,828
|
)
|
|
$
|
132,234
|
|
Goodwill
|
|
$
|
163,155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
163,155
|
|
Total assets
|
|
$
|
1,980,914
|
|
|
$
|
1,252,240
|
|
|
$
|
(1,252,240
|
)
|
|
$
|
1,980,914
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
501,847
|
|
|
$
|
134,167
|
|
|
$
|
(134,167
|
)
|
|
$
|
501,847
|
|
Goodwill
|
|
$
|
218,256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
218,256
|
|
Total assets
|
|
$
|
2,323,732
|
|
|
$
|
1,254,217
|
|
|
$
|
(1,254,217
|
)
|
|
$
|
2,323,732
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Segment profit
|
|
$
|
111,041
|
|
|
$
|
66,413
|
|
|
$
|
205,923
|
|
|
$
|
144,849
|
|
Depletion, depreciation and amortization
|
|
(47,388
|
)
|
|
(87,337
|
)
|
|
(88,696
|
)
|
|
(176,919
|
)
|
||||
Write-down of oil and natural gas properties
|
|
—
|
|
|
(428,801
|
)
|
|
(10,707
|
)
|
|
(704,665
|
)
|
||||
Accretion of discount on asset retirement obligations
|
|
(556
|
)
|
|
(964
|
)
|
|
(1,246
|
)
|
|
(1,911
|
)
|
||||
General and administrative
|
|
(26,574
|
)
|
|
(18,637
|
)
|
|
(44,558
|
)
|
|
(40,142
|
)
|
||||
Gain (loss) on divestitures and other operating items
|
|
(2,640
|
)
|
|
(6,710
|
)
|
|
182,242
|
|
|
(8,335
|
)
|
||||
Interest expense
|
|
(15,105
|
)
|
|
(20,369
|
)
|
|
(35,297
|
)
|
|
(37,133
|
)
|
||||
Gain (loss) on derivative financial instruments
|
|
55,246
|
|
|
(15,258
|
)
|
|
11,732
|
|
|
38,607
|
|
||||
Other income
|
|
158
|
|
|
197
|
|
|
246
|
|
|
440
|
|
||||
Equity income
|
|
11,416
|
|
|
15,033
|
|
|
24,079
|
|
|
7,127
|
|
||||
Income (loss) before income taxes
|
|
$
|
85,598
|
|
|
$
|
(496,433
|
)
|
|
$
|
243,718
|
|
|
$
|
(778,082
|
)
|
•
|
We have a
50%
ownership in TGGT, which holds interests in midstream assets in East Texas and North Louisiana.
|
•
|
We own a
50%
interest in OPCO, which operates the Appalachia JV properties, subject to oversight from a management board having equal representation from EXCO and BG Group.
|
•
|
We own a
50%
interest in the Appalachia Midstream JV, through which we and BG Group plan to develop infrastructure and provide take-away capacity in the Marcellus shale.
|
•
|
We own a
50%
interest in an entity that manages certain surface acreage.
|
(in thousands)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Assets
|
|
|
|
|
||||
Total current assets
|
|
$
|
155,756
|
|
|
$
|
151,098
|
|
Property and equipment, net
|
|
1,224,474
|
|
|
1,228,231
|
|
||
Other assets
|
|
5,078
|
|
|
6,408
|
|
||
Total assets
|
|
$
|
1,385,308
|
|
|
$
|
1,385,737
|
|
Liabilities and members’ equity
|
|
|
|
|
||||
Total current liabilities
|
|
$
|
115,187
|
|
|
$
|
120,408
|
|
Total long term liabilities
|
|
450,375
|
|
|
492,071
|
|
||
Members’ equity:
|
|
|
|
|
||||
Total members' equity
|
|
819,746
|
|
|
773,258
|
|
||
Total liabilities and members’ equity
|
|
$
|
1,385,308
|
|
|
$
|
1,385,737
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas
|
|
$
|
246
|
|
|
$
|
87
|
|
|
$
|
423
|
|
|
$
|
192
|
|
Midstream
|
|
57,669
|
|
|
63,932
|
|
|
114,502
|
|
|
126,856
|
|
||||
Total revenues
|
|
57,915
|
|
|
64,019
|
|
|
114,925
|
|
|
127,048
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas production
|
|
77
|
|
|
59
|
|
|
151
|
|
|
116
|
|
||||
Midstream operating
|
|
15,933
|
|
|
14,775
|
|
|
30,165
|
|
|
35,378
|
|
||||
Write-down of oil and natural gas properties
|
|
—
|
|
|
1,230
|
|
|
—
|
|
|
1,230
|
|
||||
Asset impairments, net of insurance recoveries
|
|
983
|
|
|
—
|
|
|
1,247
|
|
|
35,343
|
|
||||
General and administrative
|
|
3,568
|
|
|
6,345
|
|
|
7,479
|
|
|
13,753
|
|
||||
Depletion, depreciation and amortization
|
|
11,314
|
|
|
9,060
|
|
|
22,540
|
|
|
18,362
|
|
||||
Other expenses
|
|
4,034
|
|
|
3,392
|
|
|
6,839
|
|
|
10,220
|
|
||||
Total costs and expenses
|
|
35,909
|
|
|
34,861
|
|
|
68,421
|
|
|
114,402
|
|
||||
Income before income taxes
|
|
22,006
|
|
|
29,158
|
|
|
46,504
|
|
|
12,646
|
|
||||
Income tax expense
|
|
112
|
|
|
30
|
|
|
222
|
|
|
268
|
|
||||
Net income
|
|
$
|
21,894
|
|
|
$
|
29,128
|
|
|
$
|
46,282
|
|
|
$
|
12,378
|
|
EXCO’s share of equity income before amortization
|
|
$
|
10,947
|
|
|
$
|
14,564
|
|
|
$
|
23,141
|
|
|
$
|
6,189
|
|
Amortization of the difference in the historical basis of our contribution
|
|
$
|
469
|
|
|
$
|
469
|
|
|
$
|
938
|
|
|
$
|
938
|
|
EXCO’s share of equity income after amortization
|
|
$
|
11,416
|
|
|
$
|
15,033
|
|
|
$
|
24,079
|
|
|
$
|
7,127
|
|
(in thousands)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Equity investments
|
|
$
|
371,190
|
|
|
$
|
347,008
|
|
Basis adjustment (1)
|
|
45,755
|
|
|
45,755
|
|
||
Cumulative amortization of basis adjustment (2)
|
|
(7,072
|
)
|
|
(6,134
|
)
|
||
EXCO’s 50% interest in equity investments
|
|
$
|
409,873
|
|
|
$
|
386,629
|
|
(1)
|
Our equity in TGGT and OPCO, at inception, exceeded the book value of our investments by an aggregate of
$45.8 million
, comprised of an aggregate
$57.2 million
difference in the historical basis of our contribution and the fair value of BG Group’s contribution, offset by
$11.4 million
of goodwill included in our investment in TGGT.
|
(2)
|
The aggregate
$57.2 million
basis difference is being amortized over the estimated life of the associated assets.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||||||||||
(in thousands)
|
|
TGGT
|
|
OPCO
|
|
TGGT
|
|
OPCO
|
|
TGGT
|
|
OPCO
|
|
TGGT
|
|
OPCO
|
||||||||||||||||
Amounts paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gathering, treating and well connection fees (1)
|
|
$
|
43,180
|
|
|
$
|
—
|
|
|
$
|
54,726
|
|
|
$
|
—
|
|
|
$
|
87,613
|
|
|
$
|
—
|
|
|
$
|
108,824
|
|
|
$
|
—
|
|
Advances to operator
|
|
—
|
|
|
4,478
|
|
|
—
|
|
|
21,908
|
|
|
—
|
|
|
21,910
|
|
|
—
|
|
|
26,777
|
|
||||||||
Amounts received:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Natural gas purchases
|
|
1,425
|
|
|
—
|
|
|
3,618
|
|
|
—
|
|
|
3,073
|
|
|
—
|
|
|
8,725
|
|
|
—
|
|
||||||||
General and administrative services
|
|
5,704
|
|
|
10,012
|
|
|
4,025
|
|
|
15,989
|
|
|
8,469
|
|
|
19,975
|
|
|
10,039
|
|
|
28,718
|
|
||||||||
Other
|
|
17
|
|
|
—
|
|
|
774
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
1,444
|
|
|
—
|
|
||||||||
Total
|
|
$
|
7,146
|
|
|
$
|
10,012
|
|
|
$
|
8,417
|
|
|
$
|
15,989
|
|
|
$
|
11,594
|
|
|
$
|
19,975
|
|
|
$
|
20,208
|
|
|
$
|
28,718
|
|
(1)
|
Represents the gross billings from TGGT.
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
(in thousands)
|
|
TGGT
|
|
OPCO
|
|
TGGT
|
|
OPCO
|
||||||||
Amounts due to EXCO
|
|
$
|
2,662
|
|
|
$
|
3,928
|
|
|
$
|
2,483
|
|
|
$
|
2,956
|
|
Amounts due from EXCO (1)
|
|
13,498
|
|
|
—
|
|
|
12,540
|
|
|
—
|
|
(1)
|
OPCO is the operator of our wells in the Appalachia JV and we advance funds to OPCO on an as needed basis, which are recorded in "Other current assets" on our Condensed Consolidated Balance Sheets. Any amounts we owe are netted against the advance until the advances are utilized. If the advances are fully utilized, we record amounts owed in "Accounts payable and accrued liabilities" on our Condensed Consolidated Balance Sheets.
|
•
|
Our equity method investment in OPCO represented
$16.2 million
of equity method investments and contributed
$1.2 million
of equity method losses; and
|
•
|
Our interests in jointly held entities with BG Group, with the exception of OPCO, represented
$355.0 million
of our equity method investments and contributed
$25.3 million
of our equity method income.
|
•
|
Resources;
|
•
|
the Guarantor Subsidiaries;
|
•
|
the Non-Guarantor Subsidiaries;
|
•
|
elimination entries necessary to consolidate Resources, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries; and
|
•
|
EXCO on a consolidated basis.
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
106,051
|
|
|
$
|
(29,993
|
)
|
|
$
|
4,384
|
|
|
$
|
—
|
|
|
$
|
80,442
|
|
Restricted cash
|
|
—
|
|
|
42,542
|
|
|
—
|
|
|
—
|
|
|
42,542
|
|
|||||
Other current assets
|
|
47,561
|
|
|
156,323
|
|
|
9,449
|
|
|
—
|
|
|
213,333
|
|
|||||
Total current assets
|
|
153,612
|
|
|
168,872
|
|
|
13,833
|
|
|
—
|
|
|
336,317
|
|
|||||
Equity investments
|
|
—
|
|
|
—
|
|
|
371,190
|
|
|
—
|
|
|
371,190
|
|
|||||
Oil and natural gas properties (full cost accounting method):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unproved oil and natural gas properties and development costs not being amortized
|
|
98
|
|
|
363,536
|
|
|
3,773
|
|
|
—
|
|
|
367,407
|
|
|||||
Proved developed and undeveloped oil and natural gas properties
|
|
331,581
|
|
|
2,251,912
|
|
|
116,115
|
|
|
—
|
|
|
2,699,608
|
|
|||||
Accumulated depletion
|
|
(329,872
|
)
|
|
(1,695,909
|
)
|
|
(4,141
|
)
|
|
—
|
|
|
(2,029,922
|
)
|
|||||
Oil and natural gas properties, net
|
|
1,807
|
|
|
919,539
|
|
|
115,747
|
|
|
—
|
|
|
1,037,093
|
|
|||||
Gas gathering, office, field and other equipment, net
|
|
5,290
|
|
|
12,904
|
|
|
23,277
|
|
|
—
|
|
|
41,471
|
|
|||||
Investments in and advances to affiliates, net
|
|
1,446,069
|
|
|
—
|
|
|
—
|
|
|
(1,446,069
|
)
|
|
—
|
|
|||||
Deferred financing costs, net
|
|
16,735
|
|
|
—
|
|
|
1,363
|
|
|
—
|
|
|
18,098
|
|
|||||
Derivative financial instruments
|
|
13,077
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
13,562
|
|
|||||
Goodwill
|
|
13,293
|
|
|
149,862
|
|
|
—
|
|
|
—
|
|
|
163,155
|
|
|||||
Other assets
|
|
1
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Total assets
|
|
$
|
1,649,884
|
|
|
$
|
1,251,204
|
|
|
$
|
525,895
|
|
|
$
|
(1,446,069
|
)
|
|
$
|
1,980,914
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
$
|
38,845
|
|
|
$
|
183,318
|
|
|
$
|
11,382
|
|
|
$
|
—
|
|
|
$
|
233,545
|
|
Long-term debt
|
|
1,216,312
|
|
|
—
|
|
|
94,095
|
|
|
—
|
|
|
1,310,407
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
|
13,845
|
|
|
34,111
|
|
|
8,124
|
|
|
—
|
|
|
56,080
|
|
|||||
Payable to parent
|
|
—
|
|
|
1,708,506
|
|
|
38,207
|
|
|
(1,746,713
|
)
|
|
—
|
|
|||||
Total shareholders' equity
|
|
380,882
|
|
|
(674,731
|
)
|
|
374,087
|
|
|
300,644
|
|
|
380,882
|
|
|||||
Total liabilities and shareholders' equity
|
|
$
|
1,649,884
|
|
|
$
|
1,251,204
|
|
|
$
|
525,895
|
|
|
$
|
(1,446,069
|
)
|
|
$
|
1,980,914
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
65,791
|
|
|
$
|
(20,147
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,644
|
|
Restricted cash
|
|
—
|
|
|
70,085
|
|
|
—
|
|
|
—
|
|
|
70,085
|
|
|||||
Other current assets
|
|
63,333
|
|
|
182,804
|
|
|
—
|
|
|
—
|
|
|
246,137
|
|
|||||
Total current assets
|
|
129,124
|
|
|
232,742
|
|
|
—
|
|
|
—
|
|
|
361,866
|
|
|||||
Equity investments
|
|
—
|
|
|
—
|
|
|
347,008
|
|
|
—
|
|
|
347,008
|
|
|||||
Oil and natural gas properties (full cost accounting method):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unproved oil and natural gas properties and development costs not being amortized
|
|
48,179
|
|
|
421,864
|
|
|
—
|
|
|
—
|
|
|
470,043
|
|
|||||
Proved developed and undeveloped oil and natural gas properties
|
|
513,668
|
|
|
2,202,099
|
|
|
—
|
|
|
—
|
|
|
2,715,767
|
|
|||||
Accumulated depletion
|
|
(328,560
|
)
|
|
(1,617,005
|
)
|
|
—
|
|
|
—
|
|
|
(1,945,565
|
)
|
|||||
Oil and natural gas properties, net
|
|
233,287
|
|
|
1,006,958
|
|
|
—
|
|
|
—
|
|
|
1,240,245
|
|
|||||
Gas gathering, office, field and other equipment, net
|
|
7,701
|
|
|
109,490
|
|
|
—
|
|
|
—
|
|
|
117,191
|
|
|||||
Investments in and advances to affiliates, net
|
|
1,622,731
|
|
|
—
|
|
|
—
|
|
|
(1,622,731
|
)
|
|
—
|
|
|||||
Deferred financing costs, net
|
|
22,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,584
|
|
|||||
Derivative financial instruments
|
|
16,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,554
|
|
|||||
Goodwill
|
|
38,100
|
|
|
180,156
|
|
|
—
|
|
|
—
|
|
|
218,256
|
|
|||||
Other assets
|
|
1
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Total assets
|
|
$
|
2,070,082
|
|
|
$
|
1,529,373
|
|
|
$
|
347,008
|
|
|
$
|
(1,622,731
|
)
|
|
$
|
2,323,732
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
$
|
37,031
|
|
|
$
|
200,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
237,931
|
|
Long-term debt
|
|
1,848,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,848,972
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
|
34,686
|
|
|
52,750
|
|
|
—
|
|
|
—
|
|
|
87,436
|
|
|||||
Payable to parent
|
|
—
|
|
|
2,172,526
|
|
|
—
|
|
|
(2,172,526
|
)
|
|
—
|
|
|||||
Total shareholders' equity
|
|
149,393
|
|
|
(896,803
|
)
|
|
347,008
|
|
|
549,795
|
|
|
149,393
|
|
|||||
Total liabilities and shareholders' equity
|
|
$
|
2,070,082
|
|
|
$
|
1,529,373
|
|
|
$
|
347,008
|
|
|
$
|
(1,622,731
|
)
|
|
$
|
2,323,732
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas
|
|
$
|
74
|
|
|
$
|
137,318
|
|
|
$
|
12,940
|
|
|
$
|
—
|
|
|
$
|
150,332
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas production
|
|
71
|
|
|
10,559
|
|
|
5,253
|
|
|
—
|
|
|
15,883
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
22,500
|
|
|
908
|
|
|
—
|
|
|
23,408
|
|
|||||
Depletion, depreciation and amortization
|
|
1,192
|
|
|
42,761
|
|
|
3,435
|
|
|
—
|
|
|
47,388
|
|
|||||
Write-down of oil and natural gas properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accretion of discount on asset retirement obligations
|
|
4
|
|
|
396
|
|
|
156
|
|
|
—
|
|
|
556
|
|
|||||
General and administrative
|
|
9,640
|
|
|
16,421
|
|
|
513
|
|
|
—
|
|
|
26,574
|
|
|||||
(Gain) loss on divestitures and other operating items
|
|
745
|
|
|
1,904
|
|
|
(9
|
)
|
|
—
|
|
|
2,640
|
|
|||||
Total costs and expenses
|
|
11,652
|
|
|
94,541
|
|
|
10,256
|
|
|
—
|
|
|
116,449
|
|
|||||
Operating income (loss)
|
|
(11,578
|
)
|
|
42,777
|
|
|
2,684
|
|
|
—
|
|
|
33,883
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(14,298
|
)
|
|
—
|
|
|
(807
|
)
|
|
—
|
|
|
(15,105
|
)
|
|||||
Gain on derivative financial instruments
|
|
51,495
|
|
|
455
|
|
|
3,296
|
|
|
—
|
|
|
55,246
|
|
|||||
Other income
|
|
82
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|||||
Equity income
|
|
—
|
|
|
—
|
|
|
11,416
|
|
|
—
|
|
|
11,416
|
|
|||||
Equity in earnings of subsidiaries
|
|
59,897
|
|
|
—
|
|
|
—
|
|
|
(59,897
|
)
|
|
—
|
|
|||||
Total other income
|
|
97,176
|
|
|
531
|
|
|
13,905
|
|
|
(59,897
|
)
|
|
51,715
|
|
|||||
Income before income taxes
|
|
85,598
|
|
|
43,308
|
|
|
16,589
|
|
|
(59,897
|
)
|
|
85,598
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
|
$
|
85,598
|
|
|
$
|
43,308
|
|
|
$
|
16,589
|
|
|
$
|
(59,897
|
)
|
|
$
|
85,598
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas
|
|
$
|
18,991
|
|
|
$
|
98,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117,978
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas production
|
|
4,754
|
|
|
20,898
|
|
|
—
|
|
|
—
|
|
|
25,652
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
25,913
|
|
|
—
|
|
|
—
|
|
|
25,913
|
|
|||||
Depletion, depreciation and amortization
|
|
6,420
|
|
|
80,917
|
|
|
—
|
|
|
—
|
|
|
87,337
|
|
|||||
Write-down of oil and natural gas properties
|
|
—
|
|
|
428,801
|
|
|
—
|
|
|
—
|
|
|
428,801
|
|
|||||
Accretion of discount on asset retirement obligations
|
|
130
|
|
|
834
|
|
|
—
|
|
|
—
|
|
|
964
|
|
|||||
General and administrative
|
|
794
|
|
|
17,843
|
|
|
—
|
|
|
—
|
|
|
18,637
|
|
|||||
Other operating items
|
|
(23
|
)
|
|
6,733
|
|
|
—
|
|
|
—
|
|
|
6,710
|
|
|||||
Total costs and expenses
|
|
12,075
|
|
|
581,939
|
|
|
—
|
|
|
—
|
|
|
594,014
|
|
|||||
Operating income (loss)
|
|
6,916
|
|
|
(482,952
|
)
|
|
—
|
|
|
—
|
|
|
(476,036
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(20,366
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(20,369
|
)
|
|||||
Loss on derivative financial instruments
|
|
(14,044
|
)
|
|
(1,214
|
)
|
|
—
|
|
|
—
|
|
|
(15,258
|
)
|
|||||
Other income
|
|
57
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|||||
Equity income
|
|
—
|
|
|
—
|
|
|
15,033
|
|
|
—
|
|
|
15,033
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
|
(468,996
|
)
|
|
—
|
|
|
—
|
|
|
468,996
|
|
|
—
|
|
|||||
Total other income (expense)
|
|
(503,349
|
)
|
|
(1,077
|
)
|
|
15,033
|
|
|
468,996
|
|
|
(20,397
|
)
|
|||||
Income (loss) before income taxes
|
|
(496,433
|
)
|
|
(484,029
|
)
|
|
15,033
|
|
|
468,996
|
|
|
(496,433
|
)
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
(496,433
|
)
|
|
$
|
(484,029
|
)
|
|
$
|
15,033
|
|
|
$
|
468,996
|
|
|
$
|
(496,433
|
)
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas
|
|
$
|
8,120
|
|
|
$
|
261,792
|
|
|
$
|
18,643
|
|
|
$
|
—
|
|
|
$
|
288,555
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas production
|
|
2,283
|
|
|
24,664
|
|
|
7,801
|
|
|
—
|
|
|
34,748
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
46,507
|
|
|
1,377
|
|
|
—
|
|
|
47,884
|
|
|||||
Depletion, depreciation and amortization
|
|
3,799
|
|
|
80,289
|
|
|
4,608
|
|
|
—
|
|
|
88,696
|
|
|||||
Write-down of oil and natural gas properties
|
|
—
|
|
|
10,707
|
|
|
—
|
|
|
—
|
|
|
10,707
|
|
|||||
Accretion of discount on asset retirement obligations
|
|
54
|
|
|
945
|
|
|
247
|
|
|
—
|
|
|
1,246
|
|
|||||
General and administrative
|
|
10,293
|
|
|
33,384
|
|
|
881
|
|
|
—
|
|
|
44,558
|
|
|||||
Gain on divestitures and other operating items
|
|
(25,229
|
)
|
|
(157,000
|
)
|
|
(13
|
)
|
|
—
|
|
|
(182,242
|
)
|
|||||
Total costs and expenses
|
|
(8,800
|
)
|
|
39,496
|
|
|
14,901
|
|
|
—
|
|
|
45,597
|
|
|||||
Operating income
|
|
16,920
|
|
|
222,296
|
|
|
3,742
|
|
|
—
|
|
|
242,958
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(34,175
|
)
|
|
—
|
|
|
(1,122
|
)
|
|
—
|
|
|
(35,297
|
)
|
|||||
Gain (loss) on derivative financial instruments
|
|
11,693
|
|
|
(235
|
)
|
|
274
|
|
|
—
|
|
|
11,732
|
|
|||||
Other income
|
|
129
|
|
|
115
|
|
|
2
|
|
|
—
|
|
|
246
|
|
|||||
Equity income
|
|
—
|
|
|
—
|
|
|
24,079
|
|
|
—
|
|
|
24,079
|
|
|||||
Equity in earnings of subsidiaries
|
|
249,151
|
|
|
—
|
|
|
—
|
|
|
(249,151
|
)
|
|
—
|
|
|||||
Total other income (expense)
|
|
226,798
|
|
|
(120
|
)
|
|
23,233
|
|
|
(249,151
|
)
|
|
760
|
|
|||||
Income before income taxes
|
|
243,718
|
|
|
222,176
|
|
|
26,975
|
|
|
(249,151
|
)
|
|
243,718
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
|
$
|
243,718
|
|
|
$
|
222,176
|
|
|
$
|
26,975
|
|
|
$
|
(249,151
|
)
|
|
$
|
243,718
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas
|
|
$
|
42,264
|
|
|
$
|
210,562
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
252,826
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas production
|
|
9,879
|
|
|
45,762
|
|
|
—
|
|
|
—
|
|
|
55,641
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
52,336
|
|
|
—
|
|
|
—
|
|
|
52,336
|
|
|||||
Depletion, depreciation and amortization
|
|
(472
|
)
|
|
177,391
|
|
|
—
|
|
|
—
|
|
|
176,919
|
|
|||||
Write-down of oil and natural gas properties
|
|
—
|
|
|
704,665
|
|
|
—
|
|
|
—
|
|
|
704,665
|
|
|||||
Accretion of discount on asset retirement obligations
|
|
256
|
|
|
1,655
|
|
|
—
|
|
|
—
|
|
|
1,911
|
|
|||||
General and administrative
|
|
4,569
|
|
|
35,573
|
|
|
—
|
|
|
—
|
|
|
40,142
|
|
|||||
Other operating items
|
|
19
|
|
|
8,316
|
|
|
—
|
|
|
—
|
|
|
8,335
|
|
|||||
Total costs and expenses
|
|
14,251
|
|
|
1,025,698
|
|
|
—
|
|
|
—
|
|
|
1,039,949
|
|
|||||
Operating income (loss)
|
|
28,013
|
|
|
(815,136
|
)
|
|
—
|
|
|
—
|
|
|
(787,123
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(37,130
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(37,133
|
)
|
|||||
Gain on derivative financial instruments
|
|
35,179
|
|
|
3,428
|
|
|
—
|
|
|
—
|
|
|
38,607
|
|
|||||
Other income
|
|
93
|
|
|
347
|
|
|
—
|
|
|
—
|
|
|
440
|
|
|||||
Equity income
|
|
—
|
|
|
—
|
|
|
7,127
|
|
|
—
|
|
|
7,127
|
|
|||||
Equity in earnings (losses) of subsidiaries
|
|
(804,237
|
)
|
|
—
|
|
|
—
|
|
|
804,237
|
|
|
—
|
|
|||||
Total other income (expense)
|
|
(806,095
|
)
|
|
3,772
|
|
|
7,127
|
|
|
804,237
|
|
|
9,041
|
|
|||||
Income (loss) before income taxes
|
|
(778,082
|
)
|
|
(811,364
|
)
|
|
7,127
|
|
|
804,237
|
|
|
(778,082
|
)
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
(778,082
|
)
|
|
$
|
(811,364
|
)
|
|
$
|
7,127
|
|
|
$
|
804,237
|
|
|
$
|
(778,082
|
)
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(3,892
|
)
|
|
$
|
168,302
|
|
|
$
|
6,822
|
|
|
$
|
—
|
|
|
$
|
171,232
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties, gathering systems and equipment and property acquisitions
|
|
(8,907
|
)
|
|
(120,434
|
)
|
|
(36,412
|
)
|
|
—
|
|
|
(165,753
|
)
|
|||||
Restricted cash
|
|
—
|
|
|
27,543
|
|
|
—
|
|
|
—
|
|
|
27,543
|
|
|||||
Equity method investments
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|||||
Proceeds from disposition of property and equipment
|
|
244,499
|
|
|
368,591
|
|
|
—
|
|
|
—
|
|
|
613,090
|
|
|||||
Distribution received from EXCO/HGI Partnership
|
|
1,275
|
|
|
—
|
|
|
—
|
|
|
(1,275
|
)
|
|
—
|
|
|||||
Net changes in advances from Appalachia JV
|
|
—
|
|
|
8,276
|
|
|
—
|
|
|
—
|
|
|
8,276
|
|
|||||
Advances/investments with affiliates
|
|
462,020
|
|
|
(462,020
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
698,887
|
|
|
(178,148
|
)
|
|
(36,412
|
)
|
|
(1,275
|
)
|
|
483,052
|
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under credit agreements
|
|
10,000
|
|
|
—
|
|
|
36,757
|
|
|
—
|
|
|
46,757
|
|
|||||
Repayments under credit agreements
|
|
(643,266
|
)
|
|
—
|
|
|
(1,275
|
)
|
|
—
|
|
|
(644,541
|
)
|
|||||
Proceeds from issuance of common stock
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Payment of common stock dividends
|
|
(21,479
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,479
|
)
|
|||||
EXCO/HGI Partnership capital distribution
|
|
—
|
|
|
—
|
|
|
(1,275
|
)
|
|
1,275
|
|
|
—
|
|
|||||
Deferred financing costs and other
|
|
(32
|
)
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(265
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
(654,735
|
)
|
|
—
|
|
|
33,974
|
|
|
1,275
|
|
|
(619,486
|
)
|
|||||
Net increase (decrease) in cash
|
|
40,260
|
|
|
(9,846
|
)
|
|
4,384
|
|
|
—
|
|
|
34,798
|
|
|||||
Cash at beginning of period
|
|
65,791
|
|
|
(20,147
|
)
|
|
—
|
|
|
—
|
|
|
45,644
|
|
|||||
Cash at end of period
|
|
$
|
106,051
|
|
|
$
|
(29,993
|
)
|
|
$
|
4,384
|
|
|
$
|
—
|
|
|
$
|
80,442
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
118,650
|
|
|
$
|
161,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
280,468
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties, gathering systems and equipment and property acquisitions
|
|
(21,095
|
)
|
|
(287,622
|
)
|
|
—
|
|
|
—
|
|
|
(308,717
|
)
|
|||||
Restricted cash
|
|
—
|
|
|
95,167
|
|
|
—
|
|
|
—
|
|
|
95,167
|
|
|||||
Equity method investments
|
|
—
|
|
|
(10,254
|
)
|
|
—
|
|
|
—
|
|
|
(10,254
|
)
|
|||||
Proceeds from disposition of property and equipment
|
|
15,397
|
|
|
1,603
|
|
|
—
|
|
|
—
|
|
|
17,000
|
|
|||||
Net changes in advances from Appalachia JV
|
|
—
|
|
|
5,193
|
|
|
—
|
|
|
—
|
|
|
5,193
|
|
|||||
Advances/investments with affiliates
|
|
(64,722
|
)
|
|
64,722
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
|
(70,420
|
)
|
|
(131,191
|
)
|
|
—
|
|
|
—
|
|
|
(201,611
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under credit agreements
|
|
53,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,000
|
|
|||||
Repayments under credit agreements
|
|
(93,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,000
|
)
|
|||||
Proceeds from issuance of common stock
|
|
297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|||||
Payment of common stock dividends
|
|
(17,132
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,132
|
)
|
|||||
Deferred financing costs and other
|
|
(1,623
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,623
|
)
|
|||||
Net cash used in financing activities
|
|
(58,458
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,458
|
)
|
|||||
Net increase (decrease) in cash
|
|
(10,228
|
)
|
|
30,627
|
|
|
—
|
|
|
—
|
|
|
20,399
|
|
|||||
Cash at beginning of period
|
|
78,664
|
|
|
(46,667
|
)
|
|
—
|
|
|
—
|
|
|
31,997
|
|
|||||
Cash at end of period
|
|
$
|
68,436
|
|
|
$
|
(16,040
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,396
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
our future financial and operating performance and results;
|
•
|
our business strategy;
|
•
|
market prices for oil, natural gas and natural gas liquids;
|
•
|
our future use of derivative financial instruments; and
|
•
|
our plans and forecasts.
|
•
|
fluctuations in the prices of oil, natural gas and natural gas liquids;
|
•
|
the availability of foreign oil, natural gas and natural gas liquids;
|
•
|
future capital requirements and availability of financing;
|
•
|
our ability to meet our current and future debt service obligations;
|
•
|
disruption of credit and capital markets and the ability of financial institutions to honor their commitments;
|
•
|
estimates of reserves and economic assumptions;
|
•
|
geological concentration of our reserves;
|
•
|
risks associated with drilling and operating wells;
|
•
|
exploratory risks, primarily related to our activities in shale formations including our recent acquisition in the Eagle Ford shale;
|
•
|
risks associated with the operation of natural gas pipelines and gathering systems;
|
•
|
discovery, acquisition, development and replacement of oil and natural gas reserves;
|
•
|
cash flow and liquidity;
|
•
|
timing and amount of future production of oil and natural gas;
|
•
|
availability of drilling and production equipment;
|
•
|
marketing of oil and natural gas;
|
•
|
political and economic conditions and events in oil-producing and natural gas-producing countries;
|
•
|
title to our properties;
|
•
|
litigation;
|
•
|
competition;
|
•
|
general economic conditions, including costs associated with drilling and operation of our properties;
|
•
|
environmental or other governmental regulations, including legislation to reduce emissions of greenhouse gases, legislation of derivative financial instruments, regulation of hydraulic fracture stimulation and elimination of income tax incentives available to our industry;
|
•
|
receipt and collectability of amounts owed to us by purchasers of our production and counterparties to our derivative financial instruments;
|
•
|
decisions whether or not to enter into derivative financial instruments;
|
•
|
potential acts of terrorism;
|
•
|
our ability to manage joint ventures with third parties including the resolution of any material disagreements and our partners' ability to satisfy obligations under these arrangements;
|
•
|
actions of third party co-owners of interests in properties in which we also own an interest;
|
•
|
fluctuations in interest rates; and
|
•
|
our ability to effectively integrate companies and properties that we acquire.
|
|
|
Three Months Ended June 30,
|
|
Quarter to quarter
change |
|
Six Months Ended June 30,
|
|
Period to period change
|
||||||||||||||||
(dollars in thousands, except per unit prices)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||||
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil (Mbbls)
|
|
50
|
|
|
182
|
|
|
(132
|
)
|
|
152
|
|
|
374
|
|
|
(222
|
)
|
||||||
Natural gas liquids (Mbbls)
|
|
43
|
|
|
131
|
|
|
(88
|
)
|
|
125
|
|
|
253
|
|
|
(128
|
)
|
||||||
Natural gas (Mmcf)
|
|
37,695
|
|
|
48,162
|
|
|
(10,467
|
)
|
|
77,288
|
|
|
95,154
|
|
|
(17,866
|
)
|
||||||
Total production (Mmcfe) (1)
|
|
38,253
|
|
|
50,040
|
|
|
(11,787
|
)
|
|
78,950
|
|
|
98,916
|
|
|
(19,966
|
)
|
||||||
Average daily production (Mmcfe)
|
|
420
|
|
|
550
|
|
|
(130
|
)
|
|
436
|
|
|
543
|
|
|
(107
|
)
|
||||||
Revenues before derivative financial instrument activities:
|
||||||||||||||||||||||||
Oil
|
|
$
|
4,524
|
|
|
$
|
15,721
|
|
|
$
|
(11,197
|
)
|
|
$
|
12,858
|
|
|
$
|
34,371
|
|
|
$
|
(21,513
|
)
|
Natural gas liquids
|
|
1,461
|
|
|
5,259
|
|
|
(3,798
|
)
|
|
4,554
|
|
|
11,713
|
|
|
(7,159
|
)
|
||||||
Natural gas
|
|
144,347
|
|
|
96,998
|
|
|
47,349
|
|
|
271,143
|
|
|
206,742
|
|
|
64,401
|
|
||||||
Total revenues
|
|
$
|
150,332
|
|
|
$
|
117,978
|
|
|
$
|
32,354
|
|
|
$
|
288,555
|
|
|
$
|
252,826
|
|
|
$
|
35,729
|
|
Oil and natural gas derivative financial instruments:
|
||||||||||||||||||||||||
Cash settlements on derivative financial instruments
|
|
$
|
794
|
|
|
$
|
61,815
|
|
|
$
|
(61,021
|
)
|
|
$
|
17,511
|
|
|
$
|
111,960
|
|
|
$
|
(94,449
|
)
|
Non-cash change in fair value of derivative financial instruments
|
|
54,452
|
|
|
(77,073
|
)
|
|
131,525
|
|
|
(5,779
|
)
|
|
(73,353
|
)
|
|
67,574
|
|
||||||
Total derivative financial instrument activities
|
|
$
|
55,246
|
|
|
$
|
(15,258
|
)
|
|
$
|
70,504
|
|
|
$
|
11,732
|
|
|
$
|
38,607
|
|
|
$
|
(26,875
|
)
|
Average sales price (before cash settlements of derivative financial instruments):
|
||||||||||||||||||||||||
Oil (per Bbl)
|
|
$
|
90.48
|
|
|
$
|
86.38
|
|
|
$
|
4.10
|
|
|
$
|
84.59
|
|
|
$
|
91.90
|
|
|
$
|
(7.31
|
)
|
Natural gas liquids (per Bbl)
|
|
33.98
|
|
|
40.15
|
|
|
(6.17
|
)
|
|
36.43
|
|
|
46.30
|
|
|
(9.87
|
)
|
||||||
Natural gas (per Mcf)
|
|
3.83
|
|
|
2.01
|
|
|
1.82
|
|
|
3.51
|
|
|
2.17
|
|
|
1.34
|
|
||||||
Natural gas equivalent (per Mcfe)
|
|
3.93
|
|
|
2.36
|
|
|
1.57
|
|
|
3.65
|
|
|
2.56
|
|
|
1.09
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas operating costs
|
|
$
|
11,902
|
|
|
$
|
18,863
|
|
|
$
|
(6,961
|
)
|
|
$
|
25,519
|
|
|
$
|
41,659
|
|
|
$
|
(16,140
|
)
|
Production and ad valorem taxes
|
|
3,981
|
|
|
6,789
|
|
|
(2,808
|
)
|
|
9,229
|
|
|
13,982
|
|
|
(4,753
|
)
|
||||||
Gathering and transportation
|
|
23,408
|
|
|
25,913
|
|
|
(2,505
|
)
|
|
47,884
|
|
|
52,336
|
|
|
(4,452
|
)
|
||||||
Depletion
|
|
45,366
|
|
|
83,515
|
|
|
(38,149
|
)
|
|
84,357
|
|
|
169,031
|
|
|
(84,674
|
)
|
||||||
Depreciation and amortization
|
|
2,022
|
|
|
3,822
|
|
|
(1,800
|
)
|
|
4,339
|
|
|
7,888
|
|
|
(3,549
|
)
|
||||||
General and administrative (2)
|
|
26,574
|
|
|
18,637
|
|
|
7,937
|
|
|
44,558
|
|
|
40,142
|
|
|
4,416
|
|
||||||
Interest expense
|
|
15,105
|
|
|
20,369
|
|
|
(5,264
|
)
|
|
35,297
|
|
|
37,133
|
|
|
(1,836
|
)
|
||||||
Costs and expenses (per Mcfe):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas operating costs
|
|
$
|
0.31
|
|
|
$
|
0.38
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.32
|
|
|
$
|
0.42
|
|
|
$
|
(0.10
|
)
|
Production and ad valorem taxes
|
|
0.10
|
|
|
0.14
|
|
|
(0.04
|
)
|
|
0.12
|
|
|
0.14
|
|
|
(0.02
|
)
|
||||||
Gathering and transportation
|
|
0.61
|
|
|
0.52
|
|
|
0.09
|
|
|
0.61
|
|
|
0.53
|
|
|
0.08
|
|
||||||
Depletion
|
|
1.19
|
|
|
1.67
|
|
|
(0.48
|
)
|
|
1.07
|
|
|
1.71
|
|
|
(0.64
|
)
|
||||||
Depreciation and amortization
|
|
0.05
|
|
|
0.08
|
|
|
(0.03
|
)
|
|
0.05
|
|
|
0.08
|
|
|
(0.03
|
)
|
||||||
General and administrative
|
|
0.69
|
|
|
0.37
|
|
|
0.32
|
|
|
0.56
|
|
|
0.41
|
|
|
0.15
|
|
||||||
Net income (loss)
|
|
$
|
85,598
|
|
|
$
|
(496,433
|
)
|
|
$
|
582,031
|
|
|
$
|
243,718
|
|
|
$
|
(778,082
|
)
|
|
$
|
1,021,800
|
|
(1)
|
Mmcfe is calculated by converting one barrel of oil or natural gas liquids into six Mcf of natural gas.
|
(2)
|
Share-based compensation expense included in general and administrative expenses was
$4.6 million
and
$2.6 million
for the three months ended
June 30, 2013
and
2012
, respectively, and
$6.3 million
and
$5.5 million
for the six months ended
June 30, 2013
and
2012
, respectively.
|
•
|
the formation of the EXCO/HGI Partnership in the first quarter of 2013;
|
•
|
fluctuations in oil, natural gas and natural gas liquids prices, which impact our oil and natural gas reserves, revenues, cash flows and net income or loss;
|
•
|
ceiling test write-downs in 2013 and 2012;
|
•
|
asset impairments and other non-recurring costs;
|
•
|
mark-to-market gains and losses from our derivative financial instruments;
|
•
|
changes in proved reserves and production volumes and their impact on depletion;
|
•
|
the impact of declining natural gas production volumes from our significantly reduced horizontal drilling activities in shale formations; and
|
•
|
significant changes in the amount of our long-term debt.
|
•
|
the level of domestic production and economic activity;
|
•
|
the domestic oversupply of natural gas;
|
•
|
the inability to export domestic oil, natural gas and natural gas liquids;
|
•
|
the level of domestic and industrial demand for natural gas for utilities and manufacturing operations;
|
•
|
the available capacity at natural gas storage facilities and quantities of inventories in storage;
|
•
|
the availability of imported oil and natural gas;
|
•
|
actions taken by foreign oil producing nations;
|
•
|
the cost and availability of natural gas pipelines with adequate capacity and other transportation facilities;
|
•
|
the cost and availability of other competitive fuels;
|
•
|
fluctuating and seasonal demand for oil, natural gas, natural gas liquids and refined products;
|
•
|
the extent of governmental regulation and taxation (under both present and future legislation) of the exploration, production, refining, transportation, pricing, use and allocation of oil, natural gas, refined products and substitute fuels; and
|
•
|
trends in fuel use and government regulations that encourage less fuel use and encourage or mandate alternative fuel use.
|
|
|
Three Months Ended June 30,
|
|
|
|
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
||||||||||||||||||
(in Mmcfe)
|
|
Production
|
|
Pro forma adjustments
|
|
Pro forma production
|
|
Production
|
|
Pro forma adjustments
|
|
Pro forma production
|
|
Production
|
|
Pro forma production
|
||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
East Texas/North Louisiana
|
|
29,850
|
|
|
—
|
|
|
29,850
|
|
|
43,980
|
|
|
(7,011
|
)
|
|
36,969
|
|
|
(14,130
|
)
|
|
(7,119
|
)
|
Appalachia
|
|
5,840
|
|
|
—
|
|
|
5,840
|
|
|
3,744
|
|
|
—
|
|
|
3,744
|
|
|
2,096
|
|
|
2,096
|
|
Permian and other
|
|
24
|
|
|
—
|
|
|
24
|
|
|
2,316
|
|
|
(2,285
|
)
|
|
31
|
|
|
(2,292
|
)
|
|
(7
|
)
|
EXCO/HGI Partnership
|
|
2,539
|
|
|
—
|
|
|
2,539
|
|
|
—
|
|
|
2,935
|
|
|
2,935
|
|
|
2,539
|
|
|
(396
|
)
|
Total
|
|
38,253
|
|
|
—
|
|
|
38,253
|
|
|
50,040
|
|
|
(6,361
|
)
|
|
43,679
|
|
|
(11,787
|
)
|
|
(5,426
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six Months Ended June 30,
|
|
|
|
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
Period to period change
|
||||||||||||||||||
(in Mmcfe)
|
|
Production
|
|
Pro forma adjustments
|
|
Pro forma production
|
|
Production
|
|
Pro forma adjustments
|
|
Pro forma production
|
|
Production
|
|
Pro forma production
|
||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
East Texas/North Louisiana
|
|
63,299
|
|
|
(3,094
|
)
|
|
60,205
|
|
|
86,923
|
|
|
(14,475
|
)
|
|
72,448
|
|
|
(23,624
|
)
|
|
(12,243
|
)
|
Appalachia
|
|
10,906
|
|
|
—
|
|
|
10,906
|
|
|
7,389
|
|
|
—
|
|
|
7,389
|
|
|
3,517
|
|
|
3,517
|
|
Permian and other
|
|
1,027
|
|
|
(972
|
)
|
|
55
|
|
|
4,604
|
|
|
(4,508
|
)
|
|
96
|
|
|
(3,577
|
)
|
|
(41
|
)
|
EXCO/HGI Partnership
|
|
3,718
|
|
|
1,361
|
|
|
5,079
|
|
|
—
|
|
|
6,016
|
|
|
6,016
|
|
|
3,718
|
|
|
(937
|
)
|
Total
|
|
78,950
|
|
|
(2,705
|
)
|
|
76,245
|
|
|
98,916
|
|
|
(12,967
|
)
|
|
85,949
|
|
|
(19,966
|
)
|
|
(9,704
|
)
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
|||||||||||||||||||||||||||
(dollars in thousands, except per unit rate)
|
|
Production (Mmcfe)
|
|
Revenue
|
|
$/Mcfe
|
|
Production (Mmcfe)
|
|
Revenue
|
|
$/Mcfe
|
|
Production (Mmcfe)
|
|
Revenue
|
|
$/Mcfe
|
|||||||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
East Texas/North Louisiana
|
|
29,850
|
|
|
$
|
112,798
|
|
|
$
|
3.78
|
|
|
43,980
|
|
|
$
|
90,246
|
|
|
$
|
2.05
|
|
|
(14,130
|
)
|
|
$
|
22,552
|
|
|
$
|
1.73
|
|
Appalachia
|
|
5,840
|
|
|
24,520
|
|
|
4.20
|
|
|
3,744
|
|
|
8,741
|
|
|
2.33
|
|
|
2,096
|
|
|
15,779
|
|
|
1.87
|
|
||||||
Permian and other
|
|
24
|
|
|
75
|
|
|
3.13
|
|
|
2,316
|
|
|
18,991
|
|
|
8.20
|
|
|
(2,292
|
)
|
|
(18,916
|
)
|
|
(5.07
|
)
|
||||||
EXCO/HGI Partnership
|
|
2,539
|
|
|
12,939
|
|
|
5.10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,539
|
|
|
12,939
|
|
|
5.10
|
|
||||||
Total
|
|
38,253
|
|
|
$
|
150,332
|
|
|
$
|
3.93
|
|
|
50,040
|
|
|
$
|
117,978
|
|
|
$
|
2.36
|
|
|
(11,787
|
)
|
|
$
|
32,354
|
|
|
$
|
1.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Period to period change
|
|||||||||||||||||||||||||||
(dollars in thousands, except per unit rate)
|
|
Production (Mmcfe)
|
|
Revenue
|
|
$/Mcfe
|
|
Production (Mmcfe)
|
|
Revenue
|
|
$/Mcfe
|
|
Production (Mmcfe)
|
|
Revenue
|
|
$/Mcfe
|
|||||||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
East Texas/North Louisiana
|
|
63,299
|
|
|
$
|
219,585
|
|
|
$
|
3.47
|
|
|
86,923
|
|
|
$
|
191,323
|
|
|
$
|
2.20
|
|
|
(23,624
|
)
|
|
$
|
28,262
|
|
|
$
|
1.27
|
|
Appalachia
|
|
10,906
|
|
|
42,207
|
|
|
3.87
|
|
|
7,389
|
|
|
19,239
|
|
|
2.60
|
|
|
3,517
|
|
|
22,968
|
|
|
1.27
|
|
||||||
Permian and other
|
|
1,027
|
|
|
8,120
|
|
|
7.91
|
|
|
4,604
|
|
|
42,264
|
|
|
9.18
|
|
|
(3,577
|
)
|
|
(34,144
|
)
|
|
(1.27
|
)
|
||||||
EXCO/HGI Partnership
|
|
3,718
|
|
|
18,643
|
|
|
5.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,718
|
|
|
18,643
|
|
|
5.01
|
|
||||||
Total
|
|
78,950
|
|
|
$
|
288,555
|
|
|
$
|
3.65
|
|
|
98,916
|
|
|
$
|
252,826
|
|
|
$
|
2.56
|
|
|
(19,966
|
)
|
|
$
|
35,729
|
|
|
$
|
1.09
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
||||||||||||||||||||||||||||||
(in thousands)
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
||||||||||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
East Texas/North Louisiana
|
|
$
|
3,515
|
|
|
$
|
1,293
|
|
|
$
|
4,808
|
|
|
$
|
10,092
|
|
|
$
|
1,932
|
|
|
$
|
12,024
|
|
|
$
|
(6,577
|
)
|
|
$
|
(639
|
)
|
|
$
|
(7,216
|
)
|
Appalachia
|
|
3,145
|
|
|
—
|
|
|
3,145
|
|
|
3,671
|
|
|
—
|
|
|
3,671
|
|
|
(526
|
)
|
|
—
|
|
|
(526
|
)
|
|||||||||
Permian and other
|
|
62
|
|
|
—
|
|
|
62
|
|
|
2,990
|
|
|
178
|
|
|
3,168
|
|
|
(2,928
|
)
|
|
(178
|
)
|
|
(3,106
|
)
|
|||||||||
EXCO/HGI Partnership
|
|
3,330
|
|
|
557
|
|
|
3,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,330
|
|
|
557
|
|
|
3,887
|
|
|||||||||
Total
|
|
$
|
10,052
|
|
|
$
|
1,850
|
|
|
$
|
11,902
|
|
|
$
|
16,753
|
|
|
$
|
2,110
|
|
|
$
|
18,863
|
|
|
$
|
(6,701
|
)
|
|
$
|
(260
|
)
|
|
$
|
(6,961
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
||||||||||||||||||||||||||||||
(per Mcfe)
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
||||||||||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
East Texas/North Louisiana
|
|
$
|
0.12
|
|
|
$
|
0.04
|
|
|
$
|
0.16
|
|
|
$
|
0.23
|
|
|
$
|
0.04
|
|
|
$
|
0.27
|
|
|
$
|
(0.11
|
)
|
|
$
|
—
|
|
|
$
|
(0.11
|
)
|
Appalachia
|
|
0.54
|
|
|
—
|
|
|
0.54
|
|
|
0.98
|
|
|
—
|
|
|
0.98
|
|
|
(0.44
|
)
|
|
—
|
|
|
(0.44
|
)
|
|||||||||
Permian and other
|
|
2.58
|
|
|
—
|
|
|
2.58
|
|
|
1.29
|
|
|
0.08
|
|
|
1.37
|
|
|
1.29
|
|
|
(0.08
|
)
|
|
1.21
|
|
|||||||||
EXCO/HGI Partnership
|
|
1.31
|
|
|
0.22
|
|
|
1.53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.31
|
|
|
0.22
|
|
|
1.53
|
|
|||||||||
Operating costs per Mcfe
|
|
$
|
0.26
|
|
|
$
|
0.05
|
|
|
$
|
0.31
|
|
|
$
|
0.34
|
|
|
$
|
0.04
|
|
|
$
|
0.38
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Period to period change
|
||||||||||||||||||||||||||||||
(in thousands)
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
||||||||||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
East Texas/North Louisiana
|
|
$
|
8,922
|
|
|
$
|
2,888
|
|
|
$
|
11,810
|
|
|
$
|
21,393
|
|
|
$
|
5,742
|
|
|
$
|
27,135
|
|
|
$
|
(12,471
|
)
|
|
$
|
(2,854
|
)
|
|
$
|
(15,325
|
)
|
Appalachia
|
|
6,423
|
|
|
—
|
|
|
6,423
|
|
|
8,081
|
|
|
—
|
|
|
8,081
|
|
|
(1,658
|
)
|
|
—
|
|
|
(1,658
|
)
|
|||||||||
Permian and other
|
|
1,522
|
|
|
—
|
|
|
1,522
|
|
|
6,145
|
|
|
298
|
|
|
6,443
|
|
|
(4,623
|
)
|
|
(298
|
)
|
|
(4,921
|
)
|
|||||||||
EXCO/HGI Partnership
|
|
4,982
|
|
|
782
|
|
|
5,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,982
|
|
|
782
|
|
|
5,764
|
|
|||||||||
Total
|
|
$
|
21,849
|
|
|
$
|
3,670
|
|
|
$
|
25,519
|
|
|
$
|
35,619
|
|
|
$
|
6,040
|
|
|
$
|
41,659
|
|
|
$
|
(13,770
|
)
|
|
$
|
(2,370
|
)
|
|
$
|
(16,140
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Period to period change
|
||||||||||||||||||||||||||||||
(per Mcfe)
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
|
Lease operating expenses
|
|
Workovers and other
|
|
Total
|
||||||||||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
East Texas/North Louisiana
|
|
$
|
0.14
|
|
|
$
|
0.05
|
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
|
$
|
0.07
|
|
|
$
|
0.32
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.13
|
)
|
Appalachia
|
|
0.59
|
|
|
—
|
|
|
0.59
|
|
|
1.09
|
|
|
—
|
|
|
1.09
|
|
|
(0.50
|
)
|
|
—
|
|
|
(0.50
|
)
|
|||||||||
Permian and other
|
|
1.48
|
|
|
—
|
|
|
1.48
|
|
|
1.33
|
|
|
0.06
|
|
|
1.39
|
|
|
0.15
|
|
|
(0.06
|
)
|
|
0.09
|
|
|||||||||
EXCO/HGI Partnership
|
|
1.34
|
|
|
0.21
|
|
|
1.55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.34
|
|
|
0.21
|
|
|
1.55
|
|
|||||||||
Total
|
|
$
|
0.28
|
|
|
$
|
0.04
|
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.06
|
|
|
$
|
0.42
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.10
|
)
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||||||||
(in thousands, except per unit rate)
|
|
Production and ad valorem taxes
|
|
% of revenue
|
|
Taxes $/Mcfe
|
|
Production and ad valorem taxes
|
|
% of revenue
|
|
Taxes $/Mcfe
|
||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
East Texas/North Louisiana
|
|
$
|
1,883
|
|
|
1.7
|
%
|
|
$
|
0.06
|
|
|
$
|
4,380
|
|
|
4.9
|
%
|
|
$
|
0.10
|
|
Appalachia
|
|
725
|
|
|
3.0
|
%
|
|
0.12
|
|
|
822
|
|
|
9.4
|
%
|
|
0.22
|
|
||||
Permian and other
|
|
6
|
|
|
8.0
|
%
|
|
0.25
|
|
|
1,587
|
|
|
8.4
|
%
|
|
0.69
|
|
||||
EXCO/HGI Partnership
|
|
1,367
|
|
|
10.6
|
%
|
|
0.54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
3,981
|
|
|
2.6
|
%
|
|
$
|
0.10
|
|
|
$
|
6,789
|
|
|
5.8
|
%
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||||||||
(in thousands, except per unit rate)
|
|
Production and ad valorem taxes
|
|
% of revenue
|
|
Taxes $/Mcfe
|
|
Production and ad valorem taxes
|
|
% of revenue
|
|
Taxes $/Mcfe
|
||||||||||
Producing region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
East Texas/North Louisiana
|
|
$
|
5,033
|
|
|
2.3
|
%
|
|
$
|
0.08
|
|
|
$
|
8,849
|
|
|
4.6
|
%
|
|
$
|
0.10
|
|
Appalachia
|
|
1,400
|
|
|
3.3
|
%
|
|
0.13
|
|
|
1,696
|
|
|
8.8
|
%
|
|
0.23
|
|
||||
Permian and other
|
|
758
|
|
|
9.3
|
%
|
|
0.74
|
|
|
3,437
|
|
|
8.1
|
%
|
|
0.75
|
|
||||
EXCO/HGI Partnership
|
|
2,038
|
|
|
10.9
|
%
|
|
0.55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
9,229
|
|
|
3.2
|
%
|
|
$
|
0.12
|
|
|
$
|
13,982
|
|
|
5.5
|
%
|
|
$
|
0.14
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||||
(in thousands, except per unit rate)
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
|
2013
|
|
2012
|
|
Period to period change
|
||||||||||||
General and administrative costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross general and administrative expense
|
|
$
|
39,576
|
|
|
$
|
36,576
|
|
|
$
|
3,000
|
|
|
$
|
71,707
|
|
|
$
|
77,056
|
|
|
$
|
(5,349
|
)
|
Technical services and service agreement charges
|
|
(6,550
|
)
|
|
(6,969
|
)
|
|
419
|
|
|
(12,885
|
)
|
|
(14,273
|
)
|
|
1,388
|
|
||||||
Operator overhead reimbursements
|
|
(2,067
|
)
|
|
(5,160
|
)
|
|
3,093
|
|
|
(5,166
|
)
|
|
(10,400
|
)
|
|
5,234
|
|
||||||
Capitalized salaries and share-based compensation
|
|
(4,385
|
)
|
|
(5,810
|
)
|
|
1,425
|
|
|
(9,098
|
)
|
|
(12,241
|
)
|
|
3,143
|
|
||||||
General and administrative expense
|
|
$
|
26,574
|
|
|
$
|
18,637
|
|
|
$
|
7,937
|
|
|
$
|
44,558
|
|
|
$
|
40,142
|
|
|
$
|
4,416
|
|
General and administrative expense per Mcfe
|
|
$
|
0.69
|
|
|
$
|
0.37
|
|
|
$
|
0.32
|
|
|
$
|
0.56
|
|
|
$
|
0.41
|
|
|
$
|
0.15
|
|
•
|
increased gross general and administrative expenses of $3.0 million for the three months ended June 30, 2013 compared to the same period in prior year, primarily due to $2.8 million in severance and employee relocation costs
|
•
|
decreased technical service recoveries of $0.4 million and $1.4 million for the three and six months ended June 30, 2013, respectively, compared to the same periods in the prior year arising from decreased employee costs;
|
•
|
decreased overhead recoveries of
$3.1 million
and $5.2 million for the three and six months ended June 30, 2013, respectively, compared to the same periods in the prior year, arising from reductions in our drilling program and the contribution of properties to the EXCO/HGI Partnership; and
|
•
|
decreased capitalized salaries and share-based compensation of
$1.4 million
and $3.1 million
for the three and six months ended
June 30, 2013
as a result of a reduction in employee headcount and development activities.
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
|
2013
|
|
2012
|
|
Period to period change
|
||||||||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2018 Notes
|
|
$
|
14,368
|
|
|
$
|
14,346
|
|
|
$
|
22
|
|
|
$
|
28,731
|
|
|
$
|
28,686
|
|
|
$
|
45
|
|
EXCO Resources Credit Agreement
|
|
3,559
|
|
|
7,791
|
|
|
(4,232
|
)
|
|
9,273
|
|
|
14,995
|
|
|
(5,722
|
)
|
||||||
EXCO/HGI Partnership Credit Agreement
|
|
691
|
|
|
—
|
|
|
691
|
|
|
1,013
|
|
|
—
|
|
|
1,013
|
|
||||||
Amortization and write-off of deferred financing costs
|
|
1,178
|
|
|
4,407
|
|
|
(3,229
|
)
|
|
5,991
|
|
|
5,879
|
|
|
112
|
|
||||||
Capitalized interest
|
|
(4,738
|
)
|
|
(6,223
|
)
|
|
1,485
|
|
|
(9,817
|
)
|
|
(12,525
|
)
|
|
2,708
|
|
||||||
Other
|
|
47
|
|
|
48
|
|
|
(1
|
)
|
|
106
|
|
|
98
|
|
|
8
|
|
||||||
Total interest expense
|
|
$
|
15,105
|
|
|
$
|
20,369
|
|
|
$
|
(5,264
|
)
|
|
$
|
35,297
|
|
|
$
|
37,133
|
|
|
$
|
(1,836
|
)
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
|
2013
|
|
2012
|
|
Period to period change
|
||||||||||||
Derivative financial instrument activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash settlements on derivative financial instruments
|
|
$
|
794
|
|
|
$
|
61,815
|
|
|
$
|
(61,021
|
)
|
|
$
|
17,511
|
|
|
$
|
111,960
|
|
|
$
|
(94,449
|
)
|
Non-cash change in fair value of derivative financial instruments
|
|
54,452
|
|
|
(77,073
|
)
|
|
131,525
|
|
|
(5,779
|
)
|
|
(73,353
|
)
|
|
67,574
|
|
||||||
Total derivative financial instrument activities
|
|
$
|
55,246
|
|
|
$
|
(15,258
|
)
|
|
$
|
70,504
|
|
|
$
|
11,732
|
|
|
$
|
38,607
|
|
|
$
|
(26,875
|
)
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||||
Average realized pricing:
|
|
2013
|
|
2012
|
|
Quarter to quarter change
|
|
2013
|
|
2012
|
|
Period to period change
|
||||||||||||
Natural gas equivalent per Mcfe
|
|
$
|
3.93
|
|
|
$
|
2.36
|
|
|
$
|
1.57
|
|
|
$
|
3.65
|
|
|
$
|
2.56
|
|
|
$
|
1.09
|
|
Cash settlements on derivative financial instruments, per Mcfe
|
|
0.02
|
|
|
1.24
|
|
|
(1.22
|
)
|
|
0.22
|
|
|
1.13
|
|
|
(0.91
|
)
|
||||||
Net price per Mcfe, including derivative financial instruments
|
|
$
|
3.95
|
|
|
$
|
3.60
|
|
|
$
|
0.35
|
|
|
$
|
3.87
|
|
|
$
|
3.69
|
|
|
$
|
0.18
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||||||||||
(dollars in thousands, except per unit rate)
|
|
Historical EXCO
|
|
Pro forma adjustments
|
|
Pro forma EXCO
|
|
Historical EXCO
|
|
Pro forma adjustments
|
|
Pro forma EXCO
|
||||||||||||
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total production (Mmcfe)
|
|
38,253
|
|
|
—
|
|
|
38,253
|
|
|
50,040
|
|
|
(6,361
|
)
|
|
43,679
|
|
||||||
Average production (Mmcfe/d)
|
|
420
|
|
|
—
|
|
|
420
|
|
|
550
|
|
|
(70
|
)
|
|
480
|
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues, excluding derivatives
|
|
$
|
150,332
|
|
|
$
|
—
|
|
|
$
|
150,332
|
|
|
$
|
117,978
|
|
|
$
|
(25,156
|
)
|
|
$
|
92,822
|
|
Average realized price ($/Mcfe)
|
|
3.93
|
|
|
—
|
|
|
3.93
|
|
|
2.36
|
|
|
3.95
|
|
|
2.13
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating costs
|
|
11,902
|
|
|
—
|
|
|
11,902
|
|
|
18,863
|
|
|
(7,415
|
)
|
|
11,448
|
|
||||||
Per Mcfe
|
|
0.31
|
|
|
—
|
|
|
0.31
|
|
|
0.38
|
|
|
1.17
|
|
|
0.26
|
|
||||||
Production and ad valorem taxes
|
|
3,981
|
|
|
—
|
|
|
3,981
|
|
|
6,789
|
|
|
(3,244
|
)
|
|
3,545
|
|
||||||
Per Mcfe
|
|
0.10
|
|
|
—
|
|
|
0.10
|
|
|
0.14
|
|
|
0.51
|
|
|
0.08
|
|
||||||
Gathering and transportation
|
|
23,408
|
|
|
—
|
|
|
23,408
|
|
|
25,913
|
|
|
(1,745
|
)
|
|
24,168
|
|
||||||
Per Mcfe
|
|
0.61
|
|
|
—
|
|
|
0.61
|
|
|
0.52
|
|
|
0.27
|
|
|
0.55
|
|
||||||
Excess of revenues over operating expenses
|
|
$
|
111,041
|
|
|
$
|
—
|
|
|
$
|
111,041
|
|
|
$
|
66,413
|
|
|
$
|
(12,752
|
)
|
|
$
|
53,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||||||||||
(dollars in thousands, except per unit rate)
|
|
Historical EXCO
|
|
Pro forma adjustments
|
|
Pro forma EXCO
|
|
Historical EXCO
|
|
Pro forma adjustments
|
|
Pro forma EXCO
|
||||||||||||
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total production (Mmcfe)
|
|
78,950
|
|
|
(2,705
|
)
|
|
76,245
|
|
|
98,916
|
|
|
(12,967
|
)
|
|
85,949
|
|
||||||
Average production (Mmcfe/d)
|
|
436
|
|
|
(15
|
)
|
|
421
|
|
|
543
|
|
|
(71
|
)
|
|
472
|
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues, excluding derivatives
|
|
$
|
288,555
|
|
|
$
|
(12,657
|
)
|
|
$
|
275,898
|
|
|
$
|
252,826
|
|
|
$
|
(55,914
|
)
|
|
$
|
196,912
|
|
Average realized price ($/Mcfe)
|
|
3.65
|
|
|
4.68
|
|
|
3.62
|
|
|
2.56
|
|
|
4.31
|
|
|
2.29
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating costs
|
|
25,519
|
|
|
(3,489
|
)
|
|
22,030
|
|
|
41,659
|
|
|
(15,835
|
)
|
|
25,824
|
|
||||||
Per Mcfe
|
|
0.32
|
|
|
1.29
|
|
|
0.29
|
|
|
0.42
|
|
|
1.22
|
|
|
0.30
|
|
||||||
Production and ad valorem taxes
|
|
9,229
|
|
|
(1,545
|
)
|
|
7,684
|
|
|
13,982
|
|
|
(6,775
|
)
|
|
7,207
|
|
||||||
Per Mcfe
|
|
0.12
|
|
|
0.57
|
|
|
0.10
|
|
|
0.14
|
|
|
0.52
|
|
|
0.08
|
|
||||||
Gathering and transportation
|
|
47,884
|
|
|
(782
|
)
|
|
47,102
|
|
|
52,336
|
|
|
(4,247
|
)
|
|
48,089
|
|
||||||
Per Mcfe
|
|
0.61
|
|
|
0.29
|
|
|
0.62
|
|
|
0.53
|
|
|
0.33
|
|
|
0.56
|
|
||||||
Excess of revenues over operating expenses
|
|
$
|
205,923
|
|
|
$
|
(6,841
|
)
|
|
$
|
199,082
|
|
|
$
|
144,849
|
|
|
$
|
(29,057
|
)
|
|
$
|
115,792
|
|
|
the level of planned drilling activities;
|
|
the results of our ongoing drilling programs;
|
|
our ability to fund, finance or repay financing incurred in connection with acquisitions of oil and natural gas properties;
|
|
the integration of acquisitions of oil and natural gas properties or other assets;
|
|
our ability to reduce and maintain lower operating, general and administrative expenses and capital expenditure programs in response to continued low natural gas prices;
|
|
reduced oil and natural gas revenues resulting from, among other things, depressed natural gas prices and lower production from reductions to our drilling and development activities;
|
|
our ability to mitigate commodity price volatility with derivative financial instruments;
|
|
potential acquisitions and/or sales of oil and natural gas properties or other assets;
|
|
reductions to our borrowing base; and
|
|
our ability to maintain compliance with debt covenants.
|
•
|
Capital expenditures in the Eagle Ford shale for wells that were in progress at the date of the acquisition. These capital expenditures are not included in the KKR Participation Agreement. As a result, EXCO is required to pay its working interest share of these expenditures without the cost sharing benefits of the KKR Participation Agreement;
|
•
|
Infrastructure expenditures to establish offices and operating facilities in the Eagle Ford shale;
|
•
|
Increased capital expenditures in the Haynesville shale as a result of our higher working interest in wells we currently operate and expected new development on the sections acquired from Chesapeake. Actual future expenditures will be impacted by BG Group's decision to participate in the Haynesville shale acquisition;
|
•
|
Fees associated with the amendment to the EXCO Resources Credit Agreement;
|
•
|
Increased personnel costs to operate and manage the properties acquired; and
|
•
|
Transaction-related costs in connection with negotiations and due diligence costs incurred on the Haynesville and Eagle Ford acquisitions, as well as costs incurred in connection with the KKR Participation Agreement.
|
|
|
|
|
Pro forma adjustments
|
|
|
||||||||||||||||||
(in thousands)
|
|
June 30, 2013
|
|
Haynesville acquisition
|
|
Credit agreement amendment (6)
|
|
Eagle Ford acquisition
|
|
KKR agreement
|
|
Pro forma liquidity
|
||||||||||||
Cash (1) (2)
|
|
$
|
118,600
|
|
|
$
|
(46,341
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,259
|
|
Drawings under the EXCO Resources Credit Agreement
|
|
474,234
|
|
|
241,903
|
|
|
(266,486
|
)
|
|
285,349
|
|
|
—
|
|
|
735,000
|
|
||||||
Asset sale requirement under the EXCO Resources Credit Agreement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|
(130,904
|
)
|
|
269,096
|
|
||||||
Term loan under the EXCO Resources Credit Agreement
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
||||||
2018 Notes (3)
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
||||||
Total debt (4)
|
|
1,224,234
|
|
|
|
|
|
|
|
|
|
|
2,054,096
|
|
||||||||||
Net debt
|
|
$
|
1,105,634
|
|
|
|
|
|
|
|
|
|
|
$
|
1,981,837
|
|
||||||||
Borrowing base
|
|
$
|
900,000
|
|
|
$
|
—
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
(130,904
|
)
|
|
$
|
1,469,096
|
|
Unused borrowing base (5)
|
|
$
|
418,878
|
|
|
|
|
|
|
|
|
|
|
$
|
158,112
|
|
||||||||
Unused borrowing base plus cash (1) (5)
|
|
$
|
537,478
|
|
|
|
|
|
|
|
|
|
|
$
|
230,371
|
|
(1)
|
Includes restricted cash of
$42.5 million
at
June 30, 2013
.
|
(2)
|
Excludes our proportionate share of cash related to the EXCO/HGI Partnership of
$4.4 million
at
June 30, 2013
.
|
(3)
|
Excludes unamortized bond premium of
$7.9 million
at
June 30, 2013
.
|
(4)
|
Excludes our proportionate share of the debt related to the EXCO/HGI Partnership of
$94.1 million
as of
June 30, 2013
.
|
(5)
|
Net of
$6.9 million
in letters of credit as of
June 30, 2013
.
|
(6)
|
The amendment to the EXCO Resources Credit Agreement increased our borrowing base to $1.6 billion, including a $1.3 billion revolving commitment and a $300.0 million term loan. The reduction in drawings under the EXCO Resources Credit Agreement is presented net of estimated fees and interest of $33.5 million.
|
|
|
As of June 30, 2013
|
||||||||||||
(dollars in millions)
|
|
Borrowing base
|
|
Outstanding
|
|
Covenant type (2)
|
|
Required ratio (3)
|
|
Actual ratio
|
||||
EXCO Resources:
|
|
|
|
|
|
|
|
|
|
|
||||
EXCO Resources Credit Agreement (1)
|
|
$
|
900.0
|
|
|
$
|
474.2
|
|
|
Current ratio
|
|
> 1.0
|
|
3.3
|
|
|
|
|
|
|
Leverage ratio
|
|
< 4.5
|
|
2.8
|
||||
EXCO/HGI Partnership:
|
|
|
|
|
|
|
|
|
|
|
||||
EXCO/HGI Partnership Credit Agreement (4)
|
|
$
|
470.0
|
|
|
$
|
369.0
|
|
|
Current ratio
|
|
> 1.0
|
|
3.5
|
|
|
|
|
|
|
Leverage ratio
|
|
< 4.5
|
|
3.7
|
(1)
|
The interest rate grid ranges from LIBOR plus 175 bps to 275 bps (or ABR plus 75 bps to 175 bps), depending on the percentages of drawn balances to the borrowing base as defined in the EXCO Resources Credit Agreement. The interest rate grid is increased by 100 bps per annum until the net proceeds from certain asset sales reduce outstanding borrowings by $400.0 million. If the term loan portion of the EXCO Resources Credit Agreement is not replaced as expected, the interest rate grid may be increased by an additional 100 bps per annum. The EXCO Resources Credit Agreement matures on July 31, 2018.
|
(2)
|
As defined in the respective credit agreements.
|
(3)
|
Maximum leverage permitted, or minimum coverage required per the respective credit agreement.
|
(4)
|
Interest rates range from LIBOR plus 175-275 bps or ABR plus 75-175 bps depending on borrowing base usage. The EXCO/HGI Partnership Credit Agreement matures in February 14, 2018.
|
|
|
Six Months Ended June 30,
|
||
(in thousands)
|
|
2013
|
||
Capital expenditures:
|
|
|
||
Development capital
|
|
$
|
107,678
|
|
Gas gathering and water pipelines
|
|
—
|
|
|
Lease acquisitions and seismic
|
|
2,449
|
|
|
Corporate and other
|
|
18,723
|
|
|
Total
|
|
$
|
128,850
|
|
|
|
Six Months Ended June 30,
|
||||||
(in thousands)
|
|
2013
|
|
2012
|
||||
Net cash provided by operating activities
|
|
$
|
171,232
|
|
|
$
|
280,468
|
|
Net cash provided by (used in) investing activities
|
|
483,052
|
|
|
(201,611
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(619,486
|
)
|
|
(58,458
|
)
|
||
Net increase in cash
|
|
$
|
34,798
|
|
|
$
|
20,399
|
|
(in thousands, except prices)
|
|
NYMEX gas volume - Mmbtu
|
|
Weighted average contract price per Mmbtu
|
|
NYMEX oil volume - Bbls
|
|
Weighted average contract price per Bbl
|
||||||
Swaps:
|
|
|
|
|
|
|
|
|
||||||
Q3 2013
|
|
22,460
|
|
|
$
|
4.13
|
|
|
35
|
|
|
$
|
94.05
|
|
Q4 2013
|
|
22,460
|
|
|
4.13
|
|
|
35
|
|
|
94.05
|
|
||
2014
|
|
56,648
|
|
|
4.25
|
|
|
93
|
|
|
91.87
|
|
||
2015
|
|
28,288
|
|
|
4.31
|
|
|
—
|
|
|
—
|
|
||
Calls:
|
|
|
|
|
|
|
|
|
||||||
Q3 2013
|
|
5,060
|
|
|
4.29
|
|
|
—
|
|
|
—
|
|
||
Q4 2013
|
|
5,060
|
|
|
4.29
|
|
|
—
|
|
|
—
|
|
||
2014
|
|
20,075
|
|
|
4.29
|
|
|
365
|
|
|
100.00
|
|
||
2015
|
|
20,075
|
|
|
4.29
|
|
|
365
|
|
|
100.00
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
||||
April 1, 2013 - April 30, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$ 192.5 million
|
May 1, 2013 - May 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192.5 million
|
|
June 1, 2013 - June 30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192.5 million
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
On July 19, 2010, we announced a $200.0 million share repurchase program.
|
Item 6.
|
Exhibits
|
|
|
EXCO RESOURCES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
August 6, 2013
|
By:
|
/s/ Douglas H. Miller
|
|
|
|
Douglas H. Miller
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Mark F. Mulhern
|
|
|
|
Mark F. Mulhern
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Number
|
Description of Exhibits
________________________________________________________________________________________
|
2.1
|
Unit Purchase and Contribution Agreement, dated November 5, 2012, by and among EXCO Resources, Inc., EXCO Operating Company, LP, EXCO/HGI JV Assets, LLC and HGI Energy Holdings, LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated November 5, 2012 and filed on November 9, 2012 and incorporated by reference herein.
|
2.2
|
First Amendment to Unit Purchase and Contribution Agreement and Closing Agreement, dated as of February 14, 2013, by and among EXCO Resources, Inc., EXCO Operating Company, LP, EXCO/HGI JV Assets, LLC and HGI Energy Holdings, LLC, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2013 filed on May 1, 2013 and incorporated by reference herein.
|
3.1
|
Third Amended and Restated Articles of Incorporation of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated February 8, 2006 and filed on February 14, 2006 and incorporated by reference herein.
|
3.2
|
Articles of Amendment to the Third Amended and Restated Articles of Incorporation of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated August 30, 2007 and filed on September 5, 2007 and incorporated by reference herein.
|
3.3
|
Second Amended and Restated Bylaws of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K, dated March 4, 2009 and filed on March 6, 2009 and incorporated by reference herein.
|
3.4
|
Statement of Designation of Series A-l 7.0% Cumulative Convertible Perpetual Preferred Stock of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
3.5
|
Statement of Designation of Series A-2 7.0% Cumulative Convertible Perpetual Preferred Stock of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
3.6
|
Statement of Designation of Series B 7.0% Cumulative Convertible Perpetual Preferred Stock of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
3.7
|
Statement of Designation of Series C 7.0% Cumulative Convertible Perpetual Preferred Stock of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
3.8
|
Statement of Designation of Series A-l Hybrid Preferred Stock of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
3.9
|
Statement of Designation of Series A-2 Hybrid Preferred Stock of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
3.10
|
Statement of Designation of Series A Junior Participating Preferred Stock of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K, dated January 12, 2011 and filed on January 13, 2011 and incorporated by reference herein.
|
4.1
|
Indenture, dated September 15, 2010, by and between EXCO Resources, Inc. and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated September 10, 2010 and filed on September 15, 2010 and incorporated by reference herein.
|
4.2
|
First Supplemental Indenture, dated September 15, 2010, by and among EXCO Resources, Inc., certain of its subsidiaries and Wilmington Trust Company, as trustee, including the form of 7.500% Senior Notes due 2018, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated September 10, 2010 and filed on September 15, 2010 and incorporated by reference herein.
|
4.3
|
Second Supplemental Indenture, dated as of February 12, 2013, by and among EXCO Resources, Inc., EXCO/HGI JV Assets, LLC, EXCO Holding MLP, Inc. and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated February 12, 2013 and filed on February 19, 2013 and incorporated by reference herein.
|
4.4
|
Specimen Stock Certificate for EXCO's common stock, filed as an Exhibit to EXCO's Amendment No. 2 to the Form S-l (File No. 333-129935), filed on January 27, 2006 and incorporated by reference herein.
|
4.5
|
First Amended and Restated Registration Rights Agreement, by and among EXCO Holdings Inc. and the Initial Holders (as defined therein), effective January 5, 2006, filed as an Exhibit to EXCO's Amendment No. 1 to its Registration Statement on Form S-l (File No. 333-129935), filed on January 6, 2006 and incorporated by reference herein.
|
10.1
|
Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*
|
10.2
|
Form of Incentive Stock Option Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*
|
10.3
|
Form of Nonqualified Stock Option Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*
|
10.4
|
Form of Restricted Stock Award Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated August 4, 2011 and filed on August 10, 2011 and incorporated by reference herein.*
|
10.5
|
Fourth Amended and Restated EXCO Resources, Inc. Severance Plan, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated March 16, 2011 and filed on March 22, 2011 and incorporated by reference herein.*
|
10.6
|
Amended and Restated 2007 Director Plan of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*
|
10.7
|
Amendment Number One to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2009 filed February 24, 2010 and incorporated by reference herein.*
|
10.8
|
Letter Agreement, dated March 28, 2007, with OCM Principal Opportunities Fund IV, L.P. and OCM EXCO Holdings, LLC, filed as an Exhibit to EXCO's Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
10.9
|
Letter Agreement, dated March 28, 2007, with Ares Corporate Opportunities Fund, ACOF EXCO, L.P., ACOF EXCO 892 Investors, L.P., Ares Corporate Opportunities Fund II, L.P., Ares EXCO, L.P. and Ares EXCO 892 Investors, L.P, filed as an Exhibit to EXCO's Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.
|
10.10
|
Amendment Number One to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an exhibit to EXCO's Current Report on Form 8-K, dated June 4, 2009 and filed on June 10, 2009 and incorporated by reference herein.*
|
10.11
|
Amendment Number Two to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of October 6, 2011, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated October 6, 2011 and filed on October 7, 2011 and incorporated by reference herein.*
|
10.12
|
Amendment Number Three to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of June 11, 2013, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 11, 2013 and filed on June 12, 2013 and incorporated by reference herein.*
|
10.13
|
Form of Restricted Stock Award Agreement, filed herewith.*
|
10.14
|
Joint Development Agreement, dated August 14, 2009, by and among BG US Production Company, LLC, EXCO Operating Company, LP and EXCO Production Company, LP, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated August 11, 2009 and filed on August 17, 2009 and incorporated by reference herein.
|
10.15
|
Amendment to Joint Development Agreement, dated February 1, 2011, by and among BG US Production Company, LLC and EXCO Operating Company, LP, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2010 filed February 24, 2011 and incorporated by reference herein.
|
10.16
|
Amended and Restated Limited Liability Company Agreement of TGGT Holdings, LLC, dated August 14, 2009, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated August 11, 2009 and filed on August 17, 2009 and incorporated by reference herein.
|
|
|
10.17
|
First Amendment to Amended and Restated Limited Liability Company Agreement of TGGT Holdings, LLC, dated January 31, 2011, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2010 filed February 24, 2011 and incorporated by reference herein.
|
|
|
10.18
|
Joint Development Agreement, dated as of June 1, 2010, by and among EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC, BG Production Company, (PA), LLC, BG Production Company, (WV), LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.19
|
Amendment to Joint Development Agreement, dated February 4, 2011, by and among EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC, BG Production Company, (PA), LLC, BG Production Company, (WV), LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2010 filed February 24, 2011 and incorporated by reference herein.
|
|
|
10.20
|
Second Amended and Restated Limited Liability Company Agreement of EXCO Resources (PA), LLC, dated June 1, 2010, by and among EXCO Holding (PA), Inc., BG US Production Company, LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.21
|
Second Amended and Restated Limited Liability Company Agreement of Appalachia Midstream, LLC, dated June 1, 2010, by and among EXCO Holding (PA), Inc., BG US Production Company, LLC and Appalachia Midstream, LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.22
|
Letter Agreement, dated June 1, 2010 and effective as of May 9, 2010, by and between EXCO Holding (PA), Inc. and BG US Production Company, LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.23
|
Guaranty, dated May 9, 2010, by BG Energy Holdings Limited in favor of EXCO Holding (PA), Inc., EXCO Production Company (PA), LLC and EXCO Production Company (WV), LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.24
|
Performance Guaranty, dated May 9, 2010, by EXCO Resources, Inc. in favor of BG US Production Company, LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.25
|
Guaranty, dated June 1, 2010, by BG North America, LLC in favor of (i) EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC and EXCO Resources (PA), LLC; and (ii) EXCO Resources (PA), LLC and EXCO Holding (PA), Inc, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.26
|
Guaranty, dated June 1, 2010, by EXCO Resources, Inc., in favor of: (i) BG Production Company (PA), LLC, BG Production Company (WV), LLC and EXCO Resources (PA), LLC; and (ii) EXCO Resources (PA), LLC and BG US Production Company, LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
|
|
10.27
|
Credit Agreement, dated as of April 30, 2010, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Book runner and Lead Arranger, Wells Fargo Securities, LLC, as Co-Lead Arranger, Bank of America, N.A. and BNP Paribas, as Co-Lead Arrangers and Co-Syndication Agents, Royal Bank of Canada, as Co-Lead Arranger and Co-Documentation Agent, Wells Fargo Bank, National Association, as Co-Documentation Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated July 16, 2010 and filed on July 22, 2010 and incorporated by reference herein.
|
|
|
10.28
|
First Amendment to Credit Agreement, dated as of July 16, 2010, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A. and BNP Paribas, as Co-Lead Arrangers and Co-Syndication Agents, Royal Bank of Canada, as Co-Lead Arranger and Co-Documentation Agent, Wells Fargo Bank, National Association, as Co-Documentation Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated July 16, 2010 and filed on July 22, 2010 and incorporated by reference herein.
|
|
|
10.29
|
Second Amendment to Credit Agreement, dated as of September 15, 2010, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A. and BNP Paribas, as Co-Lead Arrangers and Co-Syndication Agents, Royal Bank of Canada, as Co-Lead Arranger and Co-Documentation Agent, and Wells Fargo Bank, National Association, as Co-Documentation Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated September 10, 2010 and filed on September 15, 2010 and incorporated by reference herein.
|
|
|
10.30
|
Third Amendment to Credit Agreement, dated as of April 1, 2011, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated April 1, 2011 and filed on April 4, 2011 and incorporated by reference herein.
|
|
|
10.31
|
Fourth Amendment to Credit Agreement, dated as of November 8, 2011, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated November 8, 2011 and filed on November 9, 2011 and incorporated by reference herein.
|
|
|
10.32
|
Fifth Amendment to Credit Agreement, dated as of November 8, 2011, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated November 8, 2011 and filed on November 9, 2011 and incorporated by reference herein.
|
|
|
10.33
|
Sixth Amendment to Credit Agreement, dated as of April 27, 2012, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2012, filed on May 2, 2012 and incorporated by reference herein.
|
|
|
10.34
|
Form of Director Indemnification Agreement, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated November 10, 2010 and filed on November 12, 2010 and incorporated by reference herein.
|
|
|
10.35
|
Credit Agreement, dated January 31, 2011, by and among TGGT Holdings, LLC, its subsidiaries, as borrowers (or guarantor as to one TGGT subsidiary), JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc., as sole bookrunner and co-lead arranger, BNP Paribas, Citibank, N.A., The Royal Bank of Scotland PLC and Wells Fargo Securities, LLC, as co-lead arrangers, and the lenders named therein, filed as an
|
|
|
10.36
|
First Amendment to Credit Agreement, dated January 25, 2012, by and among TGGT Holdings, LLC, TGG Pipeline, Ltd. And Talco Midstream Assets, Ltd., as Borrowers, TGGT GP Holdings, LLC and certain subsidiaries of Borrowers, as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, as Sole Bookrunner and Co-Lead Arranger, Wells Fargo Securities, LLC, Bank of America, N.A., BMO Harris Financing, Inc., Royal Bank of Canada, Morgan Stanley Senior Funding, Inc., UBS Loan Finance LLC and The Royal Bank of Scotland plc, as Co-Lead Arrangers, and the lenders party thereto, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated January 25, 2012 and filed on January 31, 2012 and incorporated by reference herein.
|
|
|
10.37
|
EXCO Resources, Inc. Retention Bonus Plan, dated August 4, 2011, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated August 4, 2011 and filed on August 10, 2011 and incorporated by reference herein.*
|
|
|
10.38
|
Amended and Restated Agreement of Limited Partnership of EXCO/HGI Production Partners, LP, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2013 filed on May 1, 2013 and incorporated by reference herein.
|
|
|
10.39
|
Form of Amended and Restated Limited Liability Company Agreement of EXCO/HGI GP, LLC, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2013 filed on May 1, 2013 and incorporated by reference herein.
|
10.40
|
Letter Agreement, dated November 5, 2012, by and among EXCO Resources, Inc., EXCO Operating Company, LP, Harbinger Group Inc. and HGI Energy Holdings, LLC, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated November 5, 2012 and filed on November 9, 2012 and incorporated by reference herein.
|
|
|
10.41
|
Seventh Amendment to Credit Agreement, dated as of October 30, 2012, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated October 30, 2012 and filed on November 5, 2012 and incorporated by reference herein.
|
10.42
|
Transition Consulting Agreement, dated February 28, 2013, by and between EXCO Resources, Inc. and Stephen F. Smith, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated February 28, 2013 and filed on March 6, 2013 and incorporated by reference herein.*
|
10.43
|
Letter Agreement, dated March 1, 2013, by and between EXCO Resources, Inc. and Mark Mulhern, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated February 28, 2013 and filed on March 6, 2013 and incorporated by reference herein.*
|
10.44
|
EXCO Resources, Inc. 2013 Management Incentive Plan, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated February 28, 2013 and filed on March 6, 2013 and incorporated by reference herein.*
|
10.45
|
Credit Agreement, dated as of February 14, 2013, among EXCO/HGI JV Assets, LLC, as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities LLC, as Sole Book runner and Lead Arranger, Bank of America, N.A. and Deutsche Bank Trust Company Americas, as Co-Syndication Agents, and UBS Securities LLC and BMO Harris Financing, Inc., as Co-Documentation Agents, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2013 filed on May 1, 2013 and incorporated by reference herein.
|
10.46
|
First Amendment to Credit Agreement, dated as of March 5, 2013, by and among EXCO/HGI JV Assets, LLC, as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2013 filed on May 1, 2013 and incorporated by reference herein.
|
10.47
|
Eighth Amendment to Credit Agreement, dated as of July 2, 2013, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed herewith.
|
10.48
|
Ninth Amendment to Credit Agreement, dated as of July 12, 2013, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed herewith.
|
10.49
|
Amended and Restated Credit Agreement among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Form 8-K, dated as of July 31, 2013 and filed on August 6, 2013 and incorporated by reference herein.
|
10.50
|
Participation Agreement, dated July 31, 2013, among Admiral A Holding L.P., Admiral B Holding L.P. and EXCO Operating Company, LP, filed herewith.
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer of EXCO Resources, Inc., filed herewith.
|
|
|
31.2
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer of EXCO Resources, Inc., filed herewith.
|
|
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer of EXCO Resources, Inc., filed herewith.
|
|
|
101.INS**
|
XBRL Instance Document.
|
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL**
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
101.DEF**
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
101.LAB**
|
XBRL Taxonomy Label Linkbase Document.
|
|
|
101.PRE**
|
XBRL Taxonomy Presentation Linkbase Document.
|
*
|
These exhibits are management contracts.
|
**
|
Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|
Company:
|
EXCO Resources, Inc.
|
With a copy to:
|
EXCO Resources, Inc.
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
EXCO Partners OLP GP, LLC,
its general partner |
By:
|
EXCO Partners OLP GP, LLC,
its general partner |
|
|
|
|
By:
/s/ David Rockecharlie
|
By:
/s/ William L. Boeing
|
Name: David Rockecharlie
|
Name: William L. Boeing
|
Title: Vice President
|
Title: Vice President and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ Michael R. McFerran
|
|
Name: Michael R. McFerran
|
|
Title: Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
RPM ENERGY MANAGEMENT LLC
|
|
|
|
|
By:
/s/ David Ryan
|
Name: David Ryan
|
Title: Co-President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of EXCO Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 6, 2013
|
/s/ Douglas H. Miller
|
|
|
Douglas H. Miller
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of EXCO Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 6, 2013
|
/s/ Mark F. Mulhern
|
|
|
Mark F. Mulhern
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
August 6, 2013
|
/s/ Douglas H. Miller
|
|
|
Douglas H. Miller
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Mark F. Mulhern
|
|
|
Mark F. Mulhern
|
|
|
Executive Vice President and Chief Financial Officer
|