x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Texas
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74-1492779
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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12377 Merit Drive
Suite 1700
Dallas, Texas
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75251
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Item 1.
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Financial Statements
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(in thousands)
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March 31, 2017
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December 31, 2016
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||||
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(Unaudited)
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||||
Assets
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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32,029
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$
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9,068
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Restricted cash
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15,595
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11,150
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Accounts receivable, net:
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||||
Oil and natural gas
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32,323
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52,674
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Joint interest
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20,435
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25,905
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Other
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4,300
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3,813
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Derivative financial instruments - commodity derivatives
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1,012
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—
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Inventory and other
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7,131
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8,007
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Total current assets
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112,825
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110,617
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Equity investments
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24,682
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24,365
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Oil and natural gas properties (full cost accounting method):
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||||
Unproved oil and natural gas properties and development costs not being amortized
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101,944
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97,080
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Proved developed and undeveloped oil and natural gas properties
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2,953,279
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2,939,923
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Accumulated depletion
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(2,713,447
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)
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(2,702,245
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)
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Oil and natural gas properties, net
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341,776
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334,758
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Other property and equipment, net
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23,405
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23,661
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Deferred financing costs, net
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4,205
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4,376
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Derivative financial instruments - commodity derivatives
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662
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482
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Goodwill
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163,155
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163,155
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Total assets
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$
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670,710
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$
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661,414
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Liabilities and shareholders’ equity
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||||
Current liabilities:
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Accounts payable and accrued liabilities
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$
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48,927
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$
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54,762
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Revenues and royalties payable
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105,995
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120,845
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Accrued interest payable
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6,575
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4,701
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Current portion of asset retirement obligations
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344
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344
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Income taxes payable
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—
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—
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Derivative financial instruments - commodity derivatives
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9,376
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27,711
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Current maturities of long-term debt
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50,000
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50,000
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Total current liabilities
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221,217
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258,363
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Long-term debt
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1,142,782
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1,258,538
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Deferred income taxes
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3,830
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2,802
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Derivative financial instruments - commodity derivatives
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—
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464
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Derivative financial instruments - common share warrants
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155,136
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—
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Asset retirement obligations and other long-term liabilities
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13,188
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13,153
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Shareholders’ equity:
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||||
Common shares, $0.001 par value; 780,000,000 authorized shares; 284,006,891 shares issued and 283,412,228 shares outstanding at March 31, 2017; 283,568,268 shares issued and 282,973,605 shares outstanding at December 31, 2016
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284
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284
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Additional paid-in capital
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3,536,085
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3,537,815
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Accumulated deficit
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(4,394,180
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)
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(4,402,373
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)
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Treasury shares, at cost; 594,663 shares at March 31, 2017 and December 31, 2016
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(7,632
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)
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(7,632
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)
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Total shareholders’ equity
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(865,443
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)
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(871,906
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)
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Total liabilities and shareholders’ equity
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$
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670,710
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$
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661,414
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Three Months Ended March 31,
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||||||
(in thousands, except per share data)
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2017
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2016
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Revenues:
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Oil
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$
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16,192
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$
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15,483
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Natural gas
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53,164
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36,166
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Purchased natural gas and marketing
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7,173
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4,441
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Total revenues
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76,529
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56,090
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Costs and expenses:
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Oil and natural gas operating costs
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8,498
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9,478
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Production and ad valorem taxes
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3,435
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4,640
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Gathering and transportation
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27,353
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25,105
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Purchased natural gas
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6,452
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5,966
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Depletion, depreciation and amortization
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11,508
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29,001
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Impairment of oil and natural gas properties
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—
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134,599
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Accretion of discount on asset retirement obligations
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212
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912
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General and administrative
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4,415
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10,897
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Other operating items
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1,069
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190
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Total costs and expenses
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62,942
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220,788
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Operating income (loss)
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13,587
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(164,698
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)
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Other income (expense):
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||||
Interest expense, net
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(19,952
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)
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(19,257
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)
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Gain on derivative financial instruments - commodity derivatives
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15,533
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16,591
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Gain on derivative financial instruments - common share warrants
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6,004
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—
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Gain (loss) on restructuring and extinguishment of debt
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(6,272
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)
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45,114
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Other income
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4
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12
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Equity income (loss)
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317
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(7,910
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)
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Total other income (expense)
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(4,366
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)
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34,550
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Income (loss) before income taxes
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9,221
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(130,148
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)
|
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Income tax expense
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1,028
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|
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—
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|
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Net income (loss)
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$
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8,193
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$
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(130,148
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)
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Earnings (loss) per common share:
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|
||||
Basic:
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|
||||
Net income (loss)
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$
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0.03
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|
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$
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(0.47
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)
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Weighted average common shares outstanding
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280,727
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|
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278,357
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|
||
Diluted:
|
|
|
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|
||||
Net income (loss)
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$
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0.03
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$
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(0.47
|
)
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Weighted average common shares and common share equivalents outstanding
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|
281,078
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|
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278,357
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Three Months Ended March 31,
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||||||
(in thousands)
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2017
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2016
|
||||
Operating Activities:
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|
||||
Net income (loss)
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$
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8,193
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$
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(130,148
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)
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
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|
||||
Deferred income tax expense
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1,028
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|
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—
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|
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Depletion, depreciation and amortization
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11,508
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|
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29,001
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|
||
Equity-based compensation
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(2,382
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)
|
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3,813
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|
||
Accretion of discount on asset retirement obligations
|
|
212
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|
|
912
|
|
||
Impairment of oil and natural gas properties
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—
|
|
|
134,599
|
|
||
(Gain) loss from equity investments
|
|
(317
|
)
|
|
7,910
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|
||
Gain on derivative financial instruments - commodity derivatives
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|
(15,533
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)
|
|
(16,591
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)
|
||
Cash receipts (payments) of commodity derivative financial instruments
|
|
(4,459
|
)
|
|
16,790
|
|
||
Gain on derivative financial instruments - common share warrants
|
|
(6,004
|
)
|
|
—
|
|
||
Amortization of deferred financing costs and discount on debt issuance
|
|
4,402
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|
|
3,121
|
|
||
Other non-operating items
|
|
(21
|
)
|
|
(20
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)
|
||
(Gain) loss on restructuring and extinguishment of debt
|
|
6,272
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|
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(45,114
|
)
|
||
Effect of changes in:
|
|
|
|
|
||||
Restricted cash with related party
|
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—
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|
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(1,201
|
)
|
||
Accounts receivable
|
|
24,431
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|
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38,295
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|
||
Other current assets
|
|
772
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|
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(102
|
)
|
||
Accounts payable and other liabilities
|
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(22,906
|
)
|
|
(13,284
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)
|
||
Net cash provided by operating activities
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|
5,196
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|
|
27,981
|
|
||
Investing Activities:
|
|
|
|
|
||||
Additions to oil and natural gas properties, gathering assets and equipment
|
|
(11,857
|
)
|
|
(32,486
|
)
|
||
Restricted cash
|
|
(4,445
|
)
|
|
(5,184
|
)
|
||
Net changes in amounts due to joint ventures
|
|
(3,723
|
)
|
|
1,001
|
|
||
Net cash used in investing activities
|
|
(20,025
|
)
|
|
(36,669
|
)
|
||
Financing Activities:
|
|
|
|
|
||||
Borrowings under EXCO Resources Credit Agreement
|
|
25,000
|
|
|
297,897
|
|
||
Repayments under EXCO Resources Credit Agreement
|
|
(253,592
|
)
|
|
(232,397
|
)
|
||
Proceeds received from issuance of 1.5 Lien Notes, net
|
|
295,530
|
|
|
—
|
|
||
Payments on Exchange Term Loan
|
|
(10,512
|
)
|
|
(12,639
|
)
|
||
Repurchases of senior unsecured notes
|
|
—
|
|
|
(7,863
|
)
|
||
Debt financing costs and other
|
|
(18,636
|
)
|
|
(2,341
|
)
|
||
Net cash provided by financing activities
|
|
37,790
|
|
|
42,657
|
|
||
Net increase in cash
|
|
22,961
|
|
|
33,969
|
|
||
Cash at beginning of period
|
|
9,068
|
|
|
12,247
|
|
||
Cash at end of period
|
|
$
|
32,029
|
|
|
$
|
46,216
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
||||
Cash interest payments
|
|
$
|
14,778
|
|
|
$
|
15,583
|
|
Income tax payments
|
|
—
|
|
|
—
|
|
||
Supplemental non-cash investing and financing activities:
|
|
|
|
|
||||
Capitalized equity-based compensation
|
|
$
|
356
|
|
|
$
|
260
|
|
Capitalized interest
|
|
1,290
|
|
|
1,339
|
|
|
|
Common shares
|
|
Treasury shares
|
|
Additional paid-in capital
|
|
Accumulated deficit
|
|
Total shareholders’ equity
|
||||||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balance at December 31, 2015
|
|
283,634
|
|
|
$
|
276
|
|
|
(595
|
)
|
|
$
|
(7,632
|
)
|
|
$
|
3,522,153
|
|
|
$
|
(4,177,120
|
)
|
|
$
|
(662,323
|
)
|
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,458
|
|
|
—
|
|
|
4,458
|
|
|||||
Restricted shares issued, net of cancellations
|
|
337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common share dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,148
|
)
|
|
(130,148
|
)
|
|||||
Balance at March 31, 2016
|
|
283,971
|
|
|
$
|
276
|
|
|
(595
|
)
|
|
$
|
(7,632
|
)
|
|
$
|
3,526,611
|
|
|
$
|
(4,307,261
|
)
|
|
$
|
(788,006
|
)
|
Balance at December 31, 2016
|
|
283,568
|
|
|
$
|
284
|
|
|
(595
|
)
|
|
$
|
(7,632
|
)
|
|
$
|
3,537,815
|
|
|
$
|
(4,402,373
|
)
|
|
$
|
(871,906
|
)
|
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,730
|
)
|
|
—
|
|
|
(1,730
|
)
|
|||||
Restricted shares issued, net of cancellations
|
|
439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,193
|
|
|
8,193
|
|
|||||
Balance at March 31, 2017
|
|
284,007
|
|
|
$
|
284
|
|
|
(595
|
)
|
|
$
|
(7,632
|
)
|
|
$
|
3,536,085
|
|
|
$
|
(4,394,180
|
)
|
|
$
|
(865,443
|
)
|
|
|
Average spot prices
|
||||||
|
|
Oil (per Bbl)
|
|
Natural gas (per Mmbtu)
|
||||
March 31, 2017
|
|
$
|
47.61
|
|
|
$
|
2.73
|
|
December 31, 2016
|
|
42.75
|
|
|
2.48
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
|
2017
|
|
2016
|
||||
Basic net income (loss) per common share:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
8,193
|
|
|
$
|
(130,148
|
)
|
Weighted average common shares outstanding
|
|
280,727
|
|
|
278,357
|
|
||
Net income (loss) per basic common share
|
|
$
|
0.03
|
|
|
$
|
(0.47
|
)
|
Diluted net income (loss) per common share:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
8,193
|
|
|
$
|
(130,148
|
)
|
Weighted average common shares outstanding
|
|
280,727
|
|
|
278,357
|
|
||
Dilutive effect of:
|
|
|
|
|
||||
Stock options
|
|
—
|
|
|
—
|
|
||
Restricted shares and restricted share units
|
|
351
|
|
|
—
|
|
||
Warrants
|
|
—
|
|
|
—
|
|
||
Weighted average common shares and common share equivalents outstanding
|
|
281,078
|
|
|
278,357
|
|
||
Net income (loss) per diluted common share
|
|
$
|
0.03
|
|
|
$
|
(0.47
|
)
|
(in thousands)
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current assets
|
|
Derivative financial instruments - commodity derivatives
|
|
$
|
1,012
|
|
|
$
|
—
|
|
Long-term assets
|
|
Derivative financial instruments - commodity derivatives
|
|
662
|
|
|
482
|
|
||
Current liabilities
|
|
Derivative financial instruments - commodity derivatives
|
|
(9,376
|
)
|
|
(27,711
|
)
|
||
Long-term liabilities
|
|
Derivative financial instruments - commodity derivatives
|
|
—
|
|
|
(464
|
)
|
||
|
|
Net commodity derivative financial instruments
|
|
$
|
(7,702
|
)
|
|
$
|
(27,693
|
)
|
|
|
|
|
|
|
|
||||
Long-term liabilities
|
|
Derivative financial instruments - common share warrants
|
|
$
|
(155,136
|
)
|
|
$
|
—
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Gain on derivative financial instruments - commodity derivatives
|
|
$
|
15,533
|
|
|
$
|
16,591
|
|
Gain on derivative financial instruments - common share warrants
|
|
6,004
|
|
|
—
|
|
(dollars in thousands, except prices)
|
|
Volume Bbtu/Mbbl
|
|
Weighted average strike price per Mmbtu/Bbl
|
|
Fair value at March 31, 2017
|
|||||
Natural gas:
|
|
|
|
|
|
|
|||||
Swaps:
|
|
|
|
|
|
|
|||||
Remainder of 2017
|
|
27,500
|
|
|
$
|
3.05
|
|
|
$
|
(6,439
|
)
|
2018
|
|
3,650
|
|
|
3.15
|
|
|
373
|
|
||
Collars:
|
|
|
|
|
|
|
|||||
Remainder of 2017
|
|
8,250
|
|
|
|
|
(1,421
|
)
|
|||
Sold call
|
|
|
|
3.28
|
|
|
|
||||
Purchased put
|
|
|
|
2.87
|
|
|
|
||||
Total natural gas
|
|
|
|
|
|
$
|
(7,487
|
)
|
|||
Oil:
|
|
|
|
|
|
|
|||||
Swaps:
|
|
|
|
|
|
|
|||||
Remainder of 2017
|
|
137
|
|
|
$
|
50.00
|
|
|
$
|
(215
|
)
|
Total oil
|
|
|
|
|
|
$
|
(215
|
)
|
|||
Total commodity derivative financial instruments
|
|
|
|
|
|
$
|
(7,702
|
)
|
(in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
EXCO Resources Credit Agreement
|
|
$
|
—
|
|
|
$
|
228,592
|
|
1.5 Lien Notes
|
|
300,000
|
|
|
—
|
|
||
Unamortized discount on 1.5 Lien Notes
|
|
(152,546
|
)
|
|
—
|
|
||
1.75 Lien Term Loans
|
|
855,332
|
|
|
—
|
|
||
Unamortized discount on 1.75 Lien Term Loans
|
|
(21,009
|
)
|
|
—
|
|
||
Exchange Term Loan
|
|
24,633
|
|
|
590,477
|
|
||
Fairfax Term Loan
|
|
—
|
|
|
300,000
|
|
||
2018 Notes
|
|
131,576
|
|
|
131,576
|
|
||
Unamortized discount on 2018 Notes
|
|
(449
|
)
|
|
(520
|
)
|
||
2022 Notes
|
|
70,169
|
|
|
70,169
|
|
||
Deferred financing costs, net
|
|
(14,924
|
)
|
|
(11,756
|
)
|
||
Total debt
|
|
1,192,782
|
|
|
1,308,538
|
|
||
Less amounts due within one year
|
|
50,000
|
|
|
50,000
|
|
||
Total debt due after one year
|
|
$
|
1,142,782
|
|
|
$
|
1,258,538
|
|
|
|
March 31, 2017
|
||||||||||||||
(in thousands)
|
|
Carrying value
|
|
Deferred reduction in carrying value
|
|
Unamortized discount/deferred financing costs
|
|
Principal balance
|
||||||||
EXCO Resources Credit Agreement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.5 Lien Notes
|
|
147,454
|
|
|
—
|
|
|
152,546
|
|
|
300,000
|
|
||||
1.75 Lien Term Loans
|
|
834,323
|
|
|
(172,578
|
)
|
|
21,009
|
|
|
682,754
|
|
||||
Exchange Term Loan
|
|
24,633
|
|
|
(7,387
|
)
|
|
—
|
|
|
17,246
|
|
||||
2018 Notes
|
|
131,127
|
|
|
—
|
|
|
449
|
|
|
131,576
|
|
||||
2022 Notes
|
|
70,169
|
|
|
—
|
|
|
—
|
|
|
70,169
|
|
||||
Deferred financing costs, net
|
|
(14,924
|
)
|
|
—
|
|
|
14,924
|
|
|
—
|
|
||||
Total debt
|
|
$
|
1,192,782
|
|
|
$
|
(179,965
|
)
|
|
$
|
188,928
|
|
|
$
|
1,201,745
|
|
•
|
our cash (as defined in the agreement) plus unused commitments under the EXCO Resources Credit Agreement cannot be less than (i)
$50.0 million
as of the end of a fiscal month and (ii )
$70.0 million
as of the end of a fiscal quarter ("Minimum Liquidity Test"); and
|
•
|
our ratio of aggregate revolving credit exposure to consolidated EBITDAX ("Aggregate Revolving Credit Exposure Ratio") cannot exceed
1.2
to 1.0 as of the end of any fiscal quarter. Aggregate revolving credit exposure utilized in the Aggregate Revolving Credit Exposure Ratio includes borrowings and letters of credit under the EXCO Resources Credit Agreement.
|
•
|
pay dividends or make other distributions or redeem or repurchase our common shares;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
enter into agreements restricting the subsidiary guarantors’ ability to pay dividends to us or another subsidiary guarantor, make loans or advances to us or transfer assets to us;
|
•
|
engage in asset sales or substantially alter the business that we conduct;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge or dispose of assets;
|
•
|
incur liens; and
|
•
|
enter into sale/leaseback transactions.
|
|
|
March 31, 2017
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative financial instruments - commodity derivatives
|
|
$
|
—
|
|
|
$
|
(7,702
|
)
|
|
$
|
—
|
|
|
$
|
(7,702
|
)
|
Derivative financial instruments - common share warrants
|
|
—
|
|
|
(155,136
|
)
|
|
—
|
|
|
(155,136
|
)
|
||||
|
|
December 31, 2016
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative financial instruments - commodity derivatives
|
|
$
|
—
|
|
|
$
|
(27,693
|
)
|
|
$
|
—
|
|
|
$
|
(27,693
|
)
|
|
|
March 31, 2017
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
1.5 Lien Notes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290,625
|
|
|
$
|
290,625
|
|
1.75 Lien Term Loans
|
|
—
|
|
|
—
|
|
|
547,569
|
|
|
547,569
|
|
||||
Exchange Term Loan
|
|
—
|
|
|
—
|
|
|
12,935
|
|
|
12,935
|
|
||||
2018 Notes
|
|
91,199
|
|
|
—
|
|
|
—
|
|
|
91,199
|
|
||||
2022 Notes
|
|
36,094
|
|
|
—
|
|
|
—
|
|
|
36,094
|
|
||||
|
|
December 31, 2016
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Exchange Term Loan
|
|
$
|
—
|
|
|
$
|
294,000
|
|
|
$
|
—
|
|
|
$
|
294,000
|
|
Fairfax Term Loan
|
|
—
|
|
|
222,000
|
|
|
—
|
|
|
222,000
|
|
||||
2018 Notes
|
|
79,028
|
|
|
—
|
|
|
—
|
|
|
79,028
|
|
||||
2022 Notes
|
|
35,260
|
|
|
—
|
|
|
—
|
|
|
35,260
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Amounts received from OPCO
|
|
$
|
1,921
|
|
|
$
|
5,119
|
|
(in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Amounts due to EXCO (1)
|
|
$
|
558
|
|
|
$
|
618
|
|
Amounts due from EXCO (1)
|
|
9,901
|
|
|
13,624
|
|
(1)
|
Advances to OPCO are recorded in "Other current assets" in our Condensed Consolidated Balance Sheets. Any amounts we owe to OPCO 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" in our Condensed Consolidated Balance Sheets.
|
•
|
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
|
|
$
|
43,025
|
|
|
$
|
(10,996
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,029
|
|
Restricted cash
|
|
—
|
|
|
15,595
|
|
|
—
|
|
|
—
|
|
|
15,595
|
|
|||||
Other current assets
|
|
6,117
|
|
|
59,084
|
|
|
—
|
|
|
—
|
|
|
65,201
|
|
|||||
Total current assets
|
|
49,142
|
|
|
63,683
|
|
|
—
|
|
|
—
|
|
|
112,825
|
|
|||||
Equity investments
|
|
—
|
|
|
—
|
|
|
24,682
|
|
|
—
|
|
|
24,682
|
|
|||||
Oil and natural gas properties (full cost accounting method):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unproved oil and natural gas properties and development costs not being amortized
|
|
—
|
|
|
101,944
|
|
|
—
|
|
|
—
|
|
|
101,944
|
|
|||||
Proved developed and undeveloped oil and natural gas properties
|
|
332,401
|
|
|
2,620,878
|
|
|
—
|
|
|
—
|
|
|
2,953,279
|
|
|||||
Accumulated depletion
|
|
(330,776
|
)
|
|
(2,382,671
|
)
|
|
—
|
|
|
—
|
|
|
(2,713,447
|
)
|
|||||
Oil and natural gas properties, net
|
|
1,625
|
|
|
340,151
|
|
|
—
|
|
|
—
|
|
|
341,776
|
|
|||||
Other property and equipment, net
|
|
507
|
|
|
22,898
|
|
|
—
|
|
|
—
|
|
|
23,405
|
|
|||||
Investments in and advances to affiliates, net
|
|
440,865
|
|
|
—
|
|
|
—
|
|
|
(440,865
|
)
|
|
—
|
|
|||||
Deferred financing costs, net
|
|
4,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,205
|
|
|||||
Derivative financial instruments - commodity derivatives
|
|
662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|||||
Goodwill
|
|
13,293
|
|
|
149,862
|
|
|
—
|
|
|
—
|
|
|
163,155
|
|
|||||
Total assets
|
|
$
|
510,299
|
|
|
$
|
576,594
|
|
|
$
|
24,682
|
|
|
$
|
(440,865
|
)
|
|
$
|
670,710
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
$
|
73,639
|
|
|
$
|
147,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
221,217
|
|
Long-term debt
|
|
1,142,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,142,782
|
|
|||||
Derivative financial instruments - common share warrants
|
|
155,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155,136
|
|
|||||
Other long-term liabilities
|
|
4,185
|
|
|
12,833
|
|
|
—
|
|
|
—
|
|
|
17,018
|
|
|||||
Payable to parent
|
|
—
|
|
|
2,344,583
|
|
|
—
|
|
|
(2,344,583
|
)
|
|
—
|
|
|||||
Total shareholders' equity
|
|
(865,443
|
)
|
|
(1,928,400
|
)
|
|
24,682
|
|
|
1,903,718
|
|
|
(865,443
|
)
|
|||||
Total liabilities and shareholders' equity
|
|
$
|
510,299
|
|
|
$
|
576,594
|
|
|
$
|
24,682
|
|
|
$
|
(440,865
|
)
|
|
$
|
670,710
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
24,610
|
|
|
$
|
(15,542
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,068
|
|
Restricted cash
|
|
—
|
|
|
11,150
|
|
|
—
|
|
|
—
|
|
|
11,150
|
|
|||||
Other current assets
|
|
6,463
|
|
|
83,936
|
|
|
—
|
|
|
—
|
|
|
90,399
|
|
|||||
Total current assets
|
|
31,073
|
|
|
79,544
|
|
|
—
|
|
|
—
|
|
|
110,617
|
|
|||||
Equity investments
|
|
—
|
|
|
—
|
|
|
24,365
|
|
|
—
|
|
|
24,365
|
|
|||||
Oil and natural gas properties (full cost accounting method):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unproved oil and natural gas properties and development costs not being amortized
|
|
—
|
|
|
97,080
|
|
|
—
|
|
|
—
|
|
|
97,080
|
|
|||||
Proved developed and undeveloped oil and natural gas properties
|
|
331,823
|
|
|
2,608,100
|
|
|
—
|
|
|
—
|
|
|
2,939,923
|
|
|||||
Accumulated depletion
|
|
(330,776
|
)
|
|
(2,371,469
|
)
|
|
—
|
|
|
—
|
|
|
(2,702,245
|
)
|
|||||
Oil and natural gas properties, net
|
|
1,047
|
|
|
333,711
|
|
|
—
|
|
|
—
|
|
|
334,758
|
|
|||||
Other property and equipment, net
|
|
568
|
|
|
23,093
|
|
|
—
|
|
|
—
|
|
|
23,661
|
|
|||||
Investments in and advances to affiliates, net
|
|
430,168
|
|
|
—
|
|
|
—
|
|
|
(430,168
|
)
|
|
—
|
|
|||||
Deferred financing costs, net
|
|
4,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,376
|
|
|||||
Derivative financial instruments - commodity derivatives
|
|
482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
482
|
|
|||||
Goodwill
|
|
13,293
|
|
|
149,862
|
|
|
—
|
|
|
—
|
|
|
163,155
|
|
|||||
Total assets
|
|
$
|
481,007
|
|
|
$
|
586,210
|
|
|
$
|
24,365
|
|
|
$
|
(430,168
|
)
|
|
$
|
661,414
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
$
|
90,671
|
|
|
$
|
167,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258,363
|
|
Long-term debt
|
|
1,258,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,258,538
|
|
|||||
Other long-term liabilities
|
|
3,704
|
|
|
12,715
|
|
|
—
|
|
|
—
|
|
|
16,419
|
|
|||||
Payable to parent
|
|
—
|
|
|
2,337,585
|
|
|
—
|
|
|
(2,337,585
|
)
|
|
—
|
|
|||||
Total shareholders' equity
|
|
(871,906
|
)
|
|
(1,931,782
|
)
|
|
24,365
|
|
|
1,907,417
|
|
|
(871,906
|
)
|
|||||
Total liabilities and shareholders' equity
|
|
$
|
481,007
|
|
|
$
|
586,210
|
|
|
$
|
24,365
|
|
|
$
|
(430,168
|
)
|
|
$
|
661,414
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas
|
|
$
|
—
|
|
|
$
|
69,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,356
|
|
Purchased natural gas and marketing
|
|
—
|
|
|
7,173
|
|
|
—
|
|
|
—
|
|
|
7,173
|
|
|||||
Total revenues
|
|
—
|
|
|
76,529
|
|
|
—
|
|
|
—
|
|
|
76,529
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas production
|
|
—
|
|
|
11,933
|
|
|
—
|
|
|
—
|
|
|
11,933
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
27,353
|
|
|
—
|
|
|
—
|
|
|
27,353
|
|
|||||
Purchased natural gas
|
|
—
|
|
|
6,452
|
|
|
—
|
|
|
—
|
|
|
6,452
|
|
|||||
Depletion, depreciation and amortization
|
|
61
|
|
|
11,447
|
|
|
—
|
|
|
—
|
|
|
11,508
|
|
|||||
Impairment of oil and natural gas properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accretion of discount on asset retirement obligations
|
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|||||
General and administrative
|
|
(10,667
|
)
|
|
15,082
|
|
|
—
|
|
|
—
|
|
|
4,415
|
|
|||||
Other operating items
|
|
398
|
|
|
671
|
|
|
—
|
|
|
—
|
|
|
1,069
|
|
|||||
Total costs and expenses
|
|
(10,208
|
)
|
|
73,150
|
|
|
—
|
|
|
—
|
|
|
62,942
|
|
|||||
Operating income
|
|
10,208
|
|
|
3,379
|
|
|
—
|
|
|
—
|
|
|
13,587
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
|
(19,952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,952
|
)
|
|||||
Gain on derivative financial instruments - commodity derivatives
|
|
15,533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,533
|
|
|||||
Gain on derivative financial instruments - common share warrants
|
|
6,004
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,004
|
|
|||||
Loss on restructuring and extinguishment of debt
|
|
(6,272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,272
|
)
|
|||||
Other income
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Equity income
|
|
—
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
317
|
|
|||||
Net income from consolidated subsidiaries
|
|
3,699
|
|
|
—
|
|
|
—
|
|
|
(3,699
|
)
|
|
—
|
|
|||||
Total other income (expense)
|
|
(987
|
)
|
|
3
|
|
|
317
|
|
|
(3,699
|
)
|
|
(4,366
|
)
|
|||||
Income before income taxes
|
|
9,221
|
|
|
3,382
|
|
|
317
|
|
|
(3,699
|
)
|
|
9,221
|
|
|||||
Income tax expense
|
|
1,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,028
|
|
|||||
Net income
|
|
$
|
8,193
|
|
|
$
|
3,382
|
|
|
$
|
317
|
|
|
$
|
(3,699
|
)
|
|
$
|
8,193
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas
|
|
$
|
—
|
|
|
$
|
51,649
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51,649
|
|
Purchased natural gas and marketing
|
|
—
|
|
|
4,441
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
|||||
Total revenues
|
|
—
|
|
|
56,090
|
|
|
—
|
|
|
—
|
|
|
56,090
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas production
|
|
3
|
|
|
14,115
|
|
|
—
|
|
|
—
|
|
|
14,118
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
25,105
|
|
|
—
|
|
|
—
|
|
|
25,105
|
|
|||||
Purchased natural gas
|
|
—
|
|
|
5,966
|
|
|
—
|
|
|
—
|
|
|
5,966
|
|
|||||
Depletion, depreciation and amortization
|
|
119
|
|
|
28,882
|
|
|
—
|
|
|
—
|
|
|
29,001
|
|
|||||
Impairment of oil and natural gas properties
|
|
547
|
|
|
134,052
|
|
|
—
|
|
|
—
|
|
|
134,599
|
|
|||||
Accretion of discount on asset retirement obligations
|
|
—
|
|
|
912
|
|
|
—
|
|
|
—
|
|
|
912
|
|
|||||
General and administrative
|
|
(3,967
|
)
|
|
14,864
|
|
|
—
|
|
|
—
|
|
|
10,897
|
|
|||||
Other operating items
|
|
(407
|
)
|
|
597
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||
Total costs and expenses
|
|
(3,705
|
)
|
|
224,493
|
|
|
—
|
|
|
—
|
|
|
220,788
|
|
|||||
Operating income (loss)
|
|
3,705
|
|
|
(168,403
|
)
|
|
—
|
|
|
—
|
|
|
(164,698
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
|
(19,257
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,257
|
)
|
|||||
Gain on derivative financial instruments - commodity derivatives
|
|
16,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,591
|
|
|||||
Gain on extinguishment of debt
|
|
45,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,114
|
|
|||||
Other income
|
|
2
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Equity loss
|
|
—
|
|
|
—
|
|
|
(7,910
|
)
|
|
—
|
|
|
(7,910
|
)
|
|||||
Net loss from consolidated subsidiaries
|
|
(176,303
|
)
|
|
—
|
|
|
—
|
|
|
176,303
|
|
|
—
|
|
|||||
Total other income (expense)
|
|
(133,853
|
)
|
|
10
|
|
|
(7,910
|
)
|
|
176,303
|
|
|
34,550
|
|
|||||
Loss before income taxes
|
|
(130,148
|
)
|
|
(168,393
|
)
|
|
(7,910
|
)
|
|
176,303
|
|
|
(130,148
|
)
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
|
$
|
(130,148
|
)
|
|
$
|
(168,393
|
)
|
|
$
|
(7,910
|
)
|
|
$
|
176,303
|
|
|
$
|
(130,148
|
)
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(12,106
|
)
|
|
$
|
17,302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,196
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions
|
|
(271
|
)
|
|
(11,586
|
)
|
|
—
|
|
|
—
|
|
|
(11,857
|
)
|
|||||
Restricted cash
|
|
—
|
|
|
(4,445
|
)
|
|
—
|
|
|
—
|
|
|
(4,445
|
)
|
|||||
Net changes in amounts due to joint ventures
|
|
—
|
|
|
(3,723
|
)
|
|
—
|
|
|
—
|
|
|
(3,723
|
)
|
|||||
Advances/investments with affiliates
|
|
(6,998
|
)
|
|
6,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
|
(7,269
|
)
|
|
(12,756
|
)
|
|
—
|
|
|
—
|
|
|
(20,025
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under EXCO Resources Credit Agreement
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|||||
Repayments under EXCO Resources Credit Agreement
|
|
(253,592
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(253,592
|
)
|
|||||
Proceeds received from issuance of 1.5 Lien Notes, net
|
|
295,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295,530
|
|
|||||
Payments on Exchange Term Loan
|
|
(10,512
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,512
|
)
|
|||||
Debt financing costs and other
|
|
(18,636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,636
|
)
|
|||||
Net cash provided by financing activities
|
|
37,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,790
|
|
|||||
Net increase in cash
|
|
18,415
|
|
|
4,546
|
|
|
—
|
|
|
—
|
|
|
22,961
|
|
|||||
Cash at beginning of period
|
|
24,610
|
|
|
(15,542
|
)
|
|
—
|
|
|
—
|
|
|
9,068
|
|
|||||
Cash at end of period
|
|
$
|
43,025
|
|
|
$
|
(10,996
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,029
|
|
(in thousands)
|
|
Resources
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
7,762
|
|
|
$
|
20,219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,981
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions
|
|
(428
|
)
|
|
(32,058
|
)
|
|
—
|
|
|
—
|
|
|
(32,486
|
)
|
|||||
Restricted cash
|
|
—
|
|
|
(5,184
|
)
|
|
—
|
|
|
—
|
|
|
(5,184
|
)
|
|||||
Net changes in amounts due to joint ventures
|
|
—
|
|
|
1,001
|
|
|
—
|
|
|
—
|
|
|
1,001
|
|
|||||
Advances/investments with affiliates
|
|
(24,343
|
)
|
|
24,343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
|
(24,771
|
)
|
|
(11,898
|
)
|
|
—
|
|
|
—
|
|
|
(36,669
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under EXCO Resources Credit Agreement
|
|
297,897
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297,897
|
|
|||||
Repayments under EXCO Resources Credit Agreement
|
|
(232,397
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232,397
|
)
|
|||||
Payment on Exchange Term Loan
|
|
(12,639
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,639
|
)
|
|||||
Repurchases of senior unsecured notes
|
|
(7,863
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,863
|
)
|
|||||
Debt financing costs and other
|
|
(2,341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,341
|
)
|
|||||
Net cash provided by financing activities
|
|
42,657
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,657
|
|
|||||
Net increase in cash
|
|
25,648
|
|
|
8,321
|
|
|
—
|
|
|
—
|
|
|
33,969
|
|
|||||
Cash at beginning of period
|
|
34,296
|
|
|
(22,049
|
)
|
|
—
|
|
|
—
|
|
|
12,247
|
|
|||||
Cash at end of period
|
|
$
|
59,944
|
|
|
$
|
(13,728
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,216
|
|
•
|
our future financial and operating performance and results;
|
•
|
our business strategy;
|
•
|
market prices;
|
•
|
our future use of commodity derivative financial instruments; and
|
•
|
our plans and forecasts.
|
•
|
fluctuations in the prices of oil and natural gas;
|
•
|
the availability of oil and natural gas;
|
•
|
future capital requirements and availability of financing, including limitations on our ability to incur certain types of indebtedness under our debt agreements and to refinance or replace existing debt obligations as they mature;
|
•
|
our ability to meet our current and future debt service obligations, including our ability to maintain compliance with our debt covenants;
|
•
|
disruption of credit and capital markets and the ability of financial institutions to honor their commitments;
|
•
|
estimates of reserves and economic assumptions, including estimates related to acquisitions and dispositions of oil and natural gas properties;
|
•
|
geological concentration of our reserves;
|
•
|
risks associated with drilling and operating wells;
|
•
|
exploratory risks, including those related to our activities in shale formations;
|
•
|
discovery, acquisition, development and replacement of oil and natural gas reserves;
|
•
|
outcome of divestitures of non-core assets, including the expected sale of our assets in the South Texas region;
|
•
|
cash flow and Liquidity;
|
•
|
our ability to enter into transactions as a result of our credit rating, including commodity derivatives with financial institutions and services with vendors;
|
•
|
timing and amount of future production of oil and natural gas;
|
•
|
availability of drilling and production equipment;
|
•
|
availability of water, sand and other materials for drilling and completion activities;
|
•
|
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;
|
•
|
our ability to attract and retain key personnel;
|
•
|
general economic conditions, including costs associated with drilling and operations of our properties;
|
•
|
our ability to comply with the listing requirements of, and maintain the listing of our common shares on, the New York Stock Exchange ("NYSE");
|
•
|
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 commodity derivative financial instruments;
|
•
|
decisions whether or not to enter into commodity 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;
|
•
|
our ability to effectively integrate companies and properties that we acquire;
|
•
|
our ability to execute our business strategies and other corporate actions;
|
•
|
outcome of shareholder approvals related to the warrants and issuance of common shares in connection with the 1.5 Lien Notes and 1.75 Lien Term Loans;
|
•
|
decisions and our ability to pay interest on the 1.5 Lien Notes and 1.75 Lien Term Loans in cash, common shares or additional indebtedness; and
|
•
|
our ability to continue as a going concern.
|
|
|
Three Months Ended March 31,
|
|
Quarter to quarter change
|
||||||||
(dollars in thousands, except per unit prices)
|
|
2017
|
|
2016
|
|
|||||||
Production:
|
|
|
|
|
|
|
||||||
Oil (Mbbls)
|
|
331
|
|
|
550
|
|
|
(219
|
)
|
|||
Natural gas (Mmcf)
|
|
19,723
|
|
|
23,535
|
|
|
(3,812
|
)
|
|||
Total production (Mmcfe) (1)
|
|
21,709
|
|
|
26,835
|
|
|
(5,126
|
)
|
|||
Average daily production (Mmcfe)
|
|
241
|
|
|
295
|
|
|
(54
|
)
|
|||
Revenues before commodity derivative financial instrument activities:
|
||||||||||||
Oil
|
|
$
|
16,192
|
|
|
$
|
15,483
|
|
|
$
|
709
|
|
Natural gas
|
|
53,164
|
|
|
36,166
|
|
|
16,998
|
|
|||
Total oil and natural gas revenues
|
|
69,356
|
|
|
51,649
|
|
|
17,707
|
|
|||
Purchased natural gas and marketing
|
|
7,173
|
|
|
4,441
|
|
|
2,732
|
|
|||
Total revenues
|
|
$
|
76,529
|
|
|
$
|
56,090
|
|
|
$
|
20,439
|
|
Commodity derivative financial instruments:
|
||||||||||||
Gain on derivative financial instruments - commodity derivatives
|
|
$
|
15,533
|
|
|
$
|
16,591
|
|
|
$
|
(1,058
|
)
|
Average sales price (before cash settlements of commodity derivative financial instruments):
|
||||||||||||
Oil (per Bbl)
|
|
$
|
48.92
|
|
|
$
|
28.15
|
|
|
$
|
20.77
|
|
Natural gas (per Mcf)
|
|
2.70
|
|
|
1.54
|
|
|
1.16
|
|
|||
Natural gas equivalent (per Mcfe)
|
|
3.19
|
|
|
1.92
|
|
|
1.27
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Oil and natural gas operating costs
|
|
$
|
8,498
|
|
|
$
|
9,478
|
|
|
$
|
(980
|
)
|
Production and ad valorem taxes
|
|
3,435
|
|
|
4,640
|
|
|
(1,205
|
)
|
|||
Gathering and transportation
|
|
27,353
|
|
|
25,105
|
|
|
2,248
|
|
|||
Purchased natural gas
|
|
6,452
|
|
|
5,966
|
|
|
486
|
|
|||
Depletion
|
|
11,202
|
|
|
28,606
|
|
|
(17,404
|
)
|
|||
Depreciation and amortization
|
|
306
|
|
|
395
|
|
|
(89
|
)
|
|||
General and administrative (2)
|
|
4,415
|
|
|
10,897
|
|
|
(6,482
|
)
|
|||
Interest expense, net
|
|
19,952
|
|
|
19,257
|
|
|
695
|
|
|||
Costs and expenses (per Mcfe):
|
|
|
|
|
|
|
||||||
Oil and natural gas operating costs
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.04
|
|
Production and ad valorem taxes
|
|
0.16
|
|
|
0.17
|
|
|
(0.01
|
)
|
|||
Gathering and transportation
|
|
1.26
|
|
|
0.94
|
|
|
0.32
|
|
|||
Depletion
|
|
0.52
|
|
|
1.07
|
|
|
(0.55
|
)
|
|||
Depreciation and amortization
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|||
Net income (loss) (3)
|
|
$
|
8,193
|
|
|
$
|
(130,148
|
)
|
|
$
|
138,341
|
|
(1)
|
Mmcfe is calculated by converting one barrel of oil into six Mcf of natural gas.
|
(2)
|
Equity-based compensation included in general and administrative expense was income of
$2.4 million
and expense of
$3.8 million
for the three months ended
March 31, 2017
and
2016
, respectively.
|
(3)
|
Net loss
for the three months ended
March 31,
2016
included
$134.6 million
of impairments of oil and natural gas properties. See "Note 4. Oil and natural gas properties" in the Notes to our Condensed Consolidated Financial Statements for further discussion. Net loss for the three months ended March 31, 2016 was partially offset by a net gain on extinguishment of debt of
$45.1 million
.
|
•
|
fluctuations in oil and natural gas prices, which impact our oil and natural gas reserves, revenues, cash flows and net income or loss;
|
•
|
impairments of our oil and natural gas properties during 2016;
|
•
|
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 sale of our shallow conventional assets in Appalachia and the settlement of the litigation with our Eagle Ford shale joint venture partner during 2016;
|
•
|
the impact of declining natural gas production volumes from our reduced drilling activities;
|
•
|
significant changes in our capital structure as a result of transactions in 2017 and 2016, including the issuance of the 1.5 Lien Notes and 1.75 Lien Term Loans on March 15, 2017 and repurchases of our 7.5% senior unsecured notes due September 15, 2018 ("2018 Notes") and our 8.5% senior unsecured notes due April 15, 2022 ("2022 Notes") during 2016;
|
•
|
changes in general and administrative expenses as a result of legal and advisory fees incurred in connection with the restructuring of our balance sheet; and
|
•
|
the reductions in our workforce that occurred during 2016.
|
•
|
supply and demand for oil and natural gas and expectations regarding supply and demand;
|
•
|
the level of domestic and international production;
|
•
|
the availability of imported oil and natural gas;
|
•
|
federal regulations applicable to the export of, and construction of export facilities for natural gas;
|
•
|
political and economic conditions and events in foreign oil and natural gas producing nations, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, and acts of terrorism or sabotage;
|
•
|
the ability of members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;
|
•
|
the cost and availability of transportation and pipeline systems with adequate capacity;
|
•
|
the cost and availability of other competitive fuels;
|
•
|
fluctuating and seasonal demand for oil, natural gas and refined products;
|
•
|
concerns about global warming or other conservation initiatives and the extent of governmental price controls and regulation of production;
|
•
|
regional price differentials and quality differentials of oil and natural gas;
|
•
|
the availability of refining capacity;
|
•
|
technological advances affecting oil and natural gas production and consumption;
|
•
|
weather conditions and natural disasters;
|
•
|
foreign and domestic government relations; and
|
•
|
overall domestic and global economic conditions.
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
North Louisiana
|
|
12,038
|
|
|
$
|
33,174
|
|
|
$
|
2.76
|
|
|
13,759
|
|
|
$
|
22,066
|
|
|
$
|
1.60
|
|
|
(1,721
|
)
|
|
$
|
11,108
|
|
|
$
|
1.16
|
|
East Texas
|
|
4,785
|
|
|
14,035
|
|
|
2.93
|
|
|
5,744
|
|
|
10,658
|
|
|
1.86
|
|
|
(959
|
)
|
|
3,377
|
|
|
1.07
|
|
||||||
South Texas
|
|
2,166
|
|
|
15,341
|
|
|
7.08
|
|
|
3,554
|
|
|
13,914
|
|
|
3.92
|
|
|
(1,388
|
)
|
|
1,427
|
|
|
3.16
|
|
||||||
Appalachia and other
|
|
2,720
|
|
|
6,806
|
|
|
2.50
|
|
|
3,778
|
|
|
5,011
|
|
|
1.33
|
|
|
(1,058
|
)
|
|
1,795
|
|
|
1.17
|
|
||||||
Total
|
|
21,709
|
|
|
$
|
69,356
|
|
|
$
|
3.19
|
|
|
26,835
|
|
|
$
|
51,649
|
|
|
$
|
1.92
|
|
|
(5,126
|
)
|
|
$
|
17,707
|
|
|
$
|
1.27
|
|
•
|
decrease
d production of
1.7
Bcfe
for the three months ended
March 31, 2017
in the North Louisiana region, primarily due to production declines. We drilled
4
gross (
3.5
net) wells during the three months ended March 31, 2017, which are expected to turn-to-sales in the second quarter of 2017.
|
•
|
decrease
d production of
1.0
Bcfe
for the three months ended
March 31, 2017
in the East Texas region, primarily due to production declines as we have not turned an operated well to sales in the region since the first quarter of 2016.
|
•
|
decrease
d production of
1.4
Bcfe
for the three months ended
March 31, 2017
in the South Texas region, primarily due to production declines as we have not turned a well to sales in the region since late 2015. In addition, we incurred higher downtime during the three months ended March 31, 2017 associated with the repairs of a third-party central production and storage facility.
On April 7, 2017
, we entered into a definitive agreement to divest our oil and natural gas properties and surface acreage in South Texas. The Company expects the transaction to close in early June 2017; however, no assurance can be given as to outcome or timing of such transaction.
|
•
|
decrease
d production of
1.1
Bcfe
for the three months ended
March 31, 2017
in the Appalachia region, primarily due to the sale of our interests in shallow conventional assets in 2016 and production declines, partially offset by lower shut-in volumes. Production during the three months ended March 31, 2016 was impacted by approximately 0.7 Bcfe of shut-in volumes due to low regional natural gas prices.
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
North Louisiana
|
|
$
|
3,029
|
|
|
$
|
342
|
|
|
$
|
3,371
|
|
|
$
|
2,910
|
|
|
$
|
41
|
|
|
$
|
2,951
|
|
|
$
|
119
|
|
|
$
|
301
|
|
|
$
|
420
|
|
East Texas
|
|
1,220
|
|
|
572
|
|
|
1,792
|
|
|
1,156
|
|
|
146
|
|
|
1,302
|
|
|
64
|
|
|
426
|
|
|
490
|
|
|||||||||
South Texas
|
|
2,864
|
|
|
2
|
|
|
2,866
|
|
|
3,558
|
|
|
188
|
|
|
3,746
|
|
|
(694
|
)
|
|
(186
|
)
|
|
(880
|
)
|
|||||||||
Appalachia and other
|
|
469
|
|
|
—
|
|
|
469
|
|
|
1,479
|
|
|
—
|
|
|
1,479
|
|
|
(1,010
|
)
|
|
—
|
|
|
(1,010
|
)
|
|||||||||
Total
|
|
$
|
7,582
|
|
|
$
|
916
|
|
|
$
|
8,498
|
|
|
$
|
9,103
|
|
|
$
|
375
|
|
|
$
|
9,478
|
|
|
$
|
(1,521
|
)
|
|
$
|
541
|
|
|
$
|
(980
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
North Louisiana
|
|
$
|
0.25
|
|
|
$
|
0.03
|
|
|
$
|
0.28
|
|
|
$
|
0.21
|
|
|
$
|
—
|
|
|
$
|
0.21
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.07
|
|
East Texas
|
|
0.25
|
|
|
0.12
|
|
|
0.37
|
|
|
0.20
|
|
|
0.03
|
|
|
0.23
|
|
|
0.05
|
|
|
0.09
|
|
|
0.14
|
|
|||||||||
South Texas
|
|
1.32
|
|
|
—
|
|
|
1.32
|
|
|
1.00
|
|
|
0.05
|
|
|
1.05
|
|
|
0.32
|
|
|
(0.05
|
)
|
|
0.27
|
|
|||||||||
Appalachia and other
|
|
0.17
|
|
|
—
|
|
|
0.17
|
|
|
0.39
|
|
|
—
|
|
|
0.39
|
|
|
(0.22
|
)
|
|
—
|
|
|
(0.22
|
)
|
|||||||||
Total
|
|
$
|
0.35
|
|
|
$
|
0.04
|
|
|
$
|
0.39
|
|
|
$
|
0.34
|
|
|
$
|
0.01
|
|
|
$
|
0.35
|
|
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||
(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:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North Louisiana
|
|
$
|
1,592
|
|
|
4.8
|
%
|
|
$
|
0.13
|
|
|
$
|
2,127
|
|
|
9.6
|
%
|
|
$
|
0.15
|
|
East Texas
|
|
332
|
|
|
2.4
|
%
|
|
0.07
|
|
|
350
|
|
|
3.3
|
%
|
|
0.06
|
|
||||
South Texas
|
|
1,395
|
|
|
9.1
|
%
|
|
0.64
|
|
|
2,079
|
|
|
14.9
|
%
|
|
0.58
|
|
||||
Appalachia and other
|
|
116
|
|
|
1.7
|
%
|
|
0.04
|
|
|
84
|
|
|
1.7
|
%
|
|
0.02
|
|
||||
Total
|
|
$
|
3,435
|
|
|
5.0
|
%
|
|
$
|
0.16
|
|
|
$
|
4,640
|
|
|
9.0
|
%
|
|
$
|
0.17
|
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
Quarter to quarter change
|
||||||
General and administrative expenses:
|
|
|
|
|
|
|
||||||
Gross general and administrative expenses
|
|
$
|
12,297
|
|
|
$
|
13,928
|
|
|
$
|
(1,631
|
)
|
Technical services and service agreement charges
|
|
(1,394
|
)
|
|
(2,327
|
)
|
|
933
|
|
|||
Operator overhead reimbursements
|
|
(3,381
|
)
|
|
(3,511
|
)
|
|
130
|
|
|||
Capitalized salaries
|
|
(725
|
)
|
|
(1,006
|
)
|
|
281
|
|
|||
General and administrative expenses, excluding equity-based compensation
|
|
6,797
|
|
|
7,084
|
|
|
(287
|
)
|
|||
Gross equity-based compensation
|
|
(2,026
|
)
|
|
4,073
|
|
|
(6,099
|
)
|
|||
Capitalized equity-based compensation
|
|
(356
|
)
|
|
(260
|
)
|
|
(96
|
)
|
|||
General and administrative expenses
|
|
$
|
4,415
|
|
|
$
|
10,897
|
|
|
$
|
(6,482
|
)
|
•
|
decreased personnel costs of
$1.0 million
for the three months ended
March 31, 2017
primarily due to reductions in our workforce.
|
•
|
decreased consulting and contract labor costs of
$0.7 million
for the three months ended
March 31, 2017
primarily related to the annual incentive payment to ESAS that is based on EXCO’s common share price achieving certain performance hurdles as compared to a peer group.
|
•
|
increased professional and legal fees of
$1.2 million
for the three months ended
March 31, 2017
primarily related to the legal and advisory fees incurred in connection with the strategic initiatives focused on restructuring our balance sheet.
|
•
|
decreased various other gross general and administrative expenses of
$1.1 million
for the three months ended
March 31, 2017
. These decreases reflect our continued efforts to reduce our general and administrative costs throughout the organization.
|
•
|
decreased technical services and service agreement recoveries of
$0.9 million
for the three months ended
March 31, 2017
, primarily a result of reduced headcount.
|
•
|
decreased equity-based compensation of
$6.2 million
for the three months ended
March 31, 2017
. The decrease was primarily due to a significant decrease in the fair value of the warrants issued to ESAS that resulted in income of
$3.6 million
for the three months ended March 31, 2017, as compared to expense of
$2.0 million
for the three months ended March 31, 2016. The fair value of the warrants is dependent on factors such as our share price, historical volatility, risk-free rate and performance relative to our peer group. These factors, in aggregate, contributed to a significant decrease in the fair value of the warrants and the related equity-based compensation expense at
March 31, 2017
. The expense related to warrants is re-measured and adjusted each interim reporting period; therefore, our general and administrative expenses in future periods could be volatile based on the aforementioned factors. Lower equity-based compensation was also the result of reductions in our workforce.
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
Quarter to quarter change
|
||||||
Interest expense, net:
|
|
|
|
|
|
|
||||||
EXCO Resources Credit Agreement
|
|
$
|
2,008
|
|
|
$
|
1,110
|
|
|
$
|
898
|
|
1.5 Lien Notes
|
|
1,942
|
|
|
—
|
|
|
1,942
|
|
|||
1.75 Lien Term Loans
|
|
1,798
|
|
|
—
|
|
|
1,798
|
|
|||
Fairfax Term Loan
|
|
7,708
|
|
|
9,375
|
|
|
(1,667
|
)
|
|||
2018 Notes
|
|
2,537
|
|
|
2,899
|
|
|
(362
|
)
|
|||
2022 Notes
|
|
1,491
|
|
|
4,170
|
|
|
(2,679
|
)
|
|||
Amortization of deferred financing costs
|
|
3,684
|
|
|
3,002
|
|
|
682
|
|
|||
Capitalized interest
|
|
(1,290
|
)
|
|
(1,339
|
)
|
|
49
|
|
|||
Other
|
|
74
|
|
|
40
|
|
|
34
|
|
|||
Total interest expense, net
|
|
$
|
19,952
|
|
|
$
|
19,257
|
|
|
$
|
695
|
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
Average realized pricing:
|
|
2017
|
|
2016
|
|
Quarter to quarter change
|
||||||
Natural gas (per Mcf):
|
|
|
|
|
|
|
||||||
Net price, excluding derivatives
|
|
$
|
2.70
|
|
|
$
|
1.54
|
|
|
$
|
1.16
|
|
Cash receipts (payments) on derivatives
|
|
(0.22
|
)
|
|
0.44
|
|
|
(0.66
|
)
|
|||
Net price, including derivatives
|
|
$
|
2.48
|
|
|
$
|
1.98
|
|
|
$
|
0.50
|
|
Oil (per Bbl):
|
|
|
|
|
|
|
||||||
Net price, excluding derivatives
|
|
$
|
48.92
|
|
|
$
|
28.15
|
|
|
$
|
20.77
|
|
Cash receipts (payments) on derivatives
|
|
(0.25
|
)
|
|
11.74
|
|
|
(11.99
|
)
|
|||
Net price, including derivatives
|
|
$
|
48.67
|
|
|
$
|
39.89
|
|
|
$
|
8.78
|
|
Natural gas equivalent (per Mcfe):
|
|
|
|
|
|
|
||||||
Net price, excluding derivatives
|
|
$
|
3.19
|
|
|
$
|
1.92
|
|
|
$
|
1.27
|
|
Cash receipts (payments) on derivatives
|
|
(0.21
|
)
|
|
0.63
|
|
|
(0.84
|
)
|
|||
Net price, including derivatives
|
|
$
|
2.98
|
|
|
$
|
2.55
|
|
|
$
|
0.43
|
|
•
|
potential acquisitions and/or dispositions of oil and natural gas properties or other assets, including the expected sale of our South Texas assets;
|
•
|
the level of planned drilling activities;
|
•
|
the results of our ongoing drilling programs;
|
•
|
our ability to fund, finance or repay indebtedness, including the EXCO Resources Credit Agreement and 2018 Notes that mature in July and September 2018, respectively;
|
•
|
the integration of acquisitions of oil and natural gas properties or other assets;
|
•
|
our ability to effectively manage operating, general and administrative expenses and capital expenditure programs, specifically related to recent pricing pressures from key vendors utilized in our drilling, completion and operating activities;
|
•
|
reduced oil and natural gas revenues resulting from, among other things, depressed oil and natural gas prices and lower production from reductions to our drilling and development activities;
|
•
|
our ability to mitigate commodity price volatility with commodity derivative financial instruments;
|
•
|
our ability to meet minimum volume commitments under firm transportation agreements and other fixed commitments, as well as our ability to restructure these contracts;
|
•
|
limitations on our ability to incur certain types of indebtedness in accordance with our debt agreements;
|
•
|
our ability to pay interest on our outstanding indebtedness, including decisions to pay interest on the 1.5 Lien Notes and 1.75 Lien Term Loans in cash, common shares or additional indebtedness;
|
•
|
the outcome of the shareholder approval process to permit the issuance of common shares and exercisability of warrants in connection with the issuance and payment of interest on the 1.5 Lien Notes and 1.75 Lien Term Loans;
|
•
|
reductions to our borrowing base;
|
•
|
requirements to provide certain vendors and other parties with letters of credit as a result of our credit quality, which reduce the amount of available borrowings under the EXCO Resources Credit Agreement;
|
•
|
additional debt restructuring activities including the repurchase of indebtedness;
|
•
|
our ability to maintain compliance with debt covenants; and
|
•
|
the potential outcome of litigation related to certain natural gas sales and firm transportation contracts.
|
(in thousands)
|
|
March 31, 2017
|
||
EXCO Resources Credit Agreement
|
|
$
|
—
|
|
1.5 Lien Notes
|
|
300,000
|
|
|
1.75 Lien Term Loans (1)
|
|
682,754
|
|
|
Exchange Term Loan (1)
|
|
17,246
|
|
|
2018 Notes
|
|
131,576
|
|
|
2022 Notes
|
|
70,169
|
|
|
Total debt (2)
|
|
$
|
1,201,745
|
|
Net debt
|
|
$
|
1,154,121
|
|
Borrowing base
|
|
$
|
150,000
|
|
Unused borrowing base (3)
|
|
$
|
138,363
|
|
Cash (4)
|
|
$
|
47,624
|
|
Unused borrowing base plus cash
|
|
$
|
185,987
|
|
(1)
|
Amounts presented are the outstanding principal balances and exclude
$172.6 million
and
$7.4 million
of deferred reductions to carrying value on the 1.75 Lien Term Loans and the Exchange Term Loan, respectively. See "Note 7. Debt" in the Notes to our Condensed Consolidated Financial Statements for additional information.
|
(2)
|
Excludes unamortized discounts and deferred financing costs.
|
(3)
|
Net of
$11.6 million
in letters of credit at
March 31, 2017
.
|
(4)
|
Includes restricted cash of
$15.6 million
at
March 31, 2017
.
|
•
|
our cash (as defined in the agreement) plus unused commitments under the EXCO Resources Credit Agreement of
$183.0 million
exceeded the required minimum of $70.0 million as of the end of a fiscal quarter ("Minimum Liquidity Test");
|
•
|
our ratio of aggregate revolving credit exposure to consolidated EBITDAX ("Aggregate Revolving Credit Exposure Ratio") of
0.1
did not exceed the maximum of 1.2 to 1.0 as of the end of any fiscal quarter. Aggregate revolving credit exposure utilized in the Aggregate Revolving Credit Exposure Ratio includes borrowings and letters of credit under the EXCO Resources Credit Agreement.
|
|
|
Three Months Ended
|
|
April - December Forecast
|
|
Capital Budget
|
||||||
(in thousands)
|
|
March 31, 2017
|
|
2017
|
|
2017
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
||||||
Development capital expenditures
|
|
$
|
12,837
|
|
|
$
|
124,163
|
|
|
$
|
137,000
|
|
Other (1)
|
|
5,432
|
|
|
15,568
|
|
|
21,000
|
|
|||
Total
|
|
$
|
18,269
|
|
|
$
|
139,731
|
|
|
$
|
158,000
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
5,196
|
|
|
$
|
27,981
|
|
Net cash used in investing activities
|
|
(20,025
|
)
|
|
(36,669
|
)
|
||
Net cash provided by financing activities
|
|
37,790
|
|
|
42,657
|
|
||
Net increase in cash
|
|
$
|
22,961
|
|
|
$
|
33,969
|
|
|
|
NYMEX gas volume - Bbtu
|
|
Weighted average contract price per Mmbtu
|
|
NYMEX oil volume - Mbbl
|
|
Weighted average contract price per Bbl
|
||||||
Swaps:
|
|
|
|
|
|
|
|
|
||||||
Remainder of 2017
|
|
27,500
|
|
|
$
|
3.05
|
|
|
137
|
|
|
$
|
50.00
|
|
2018
|
|
3,650
|
|
|
3.15
|
|
|
—
|
|
|
—
|
|
||
Collars:
|
|
|
|
|
|
|
|
|
||||||
Remainder of 2017
|
|
8,250
|
|
|
|
|
—
|
|
|
|
||||
Sold call
|
|
|
|
3.28
|
|
|
|
|
—
|
|
||||
Purchased put
|
|
|
|
2.87
|
|
|
|
|
—
|
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased
|
|
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 (in millions) (1)
|
||||||
January 1, 2017 - January 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
192.5
|
|
February 1, 2017 - February 28, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192.5
|
|
||
March 1, 2017 - March 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192.5
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
On July 19, 2010, we announced a $200.0 million share repurchase program.
|
Item 6.
|
Exhibits
|
|
|
EXCO RESOURCES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
May 10, 2017
|
|
/s/ Harold L. Hickey
|
|
|
|
Harold L. Hickey
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Tyler Farquharson
|
|
|
|
Tyler Farquharson
|
|
|
|
Vice President, Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Brian N. Gaebe
|
|
|
|
Brian N. Gaebe
|
|
|
|
Chief Accounting Officer and Corporate Controller
|
|
|
|
(Principal Accounting Officer)
|
Number
|
Description of Exhibits
|
3.1
|
Amended and Restated Certificate of Formation of EXCO Resources, Inc., as amended through November 16, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated November 16, 2015 and filed on November 17, 2015 and incorporated by reference herein.
|
3.2
|
Third Amended and Restated Bylaws of EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated September 8, 2015 and filed on September 9, 2015 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 (File No. 001-32743), 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 (File No. 001-32743), 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
|
Third Supplemental Indenture, dated April 16, 2014, by and among EXCO Resources, Inc., certain of its subsidiaries and Wilmington Trust Company, as trustee, including the form of 8.500% Senior Notes due 2022, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 11, 2014 and filed on April 16, 2014 and incorporated by reference herein.
|
4.5
|
Fourth Supplemental Indenture, dated May 12, 2014, by and among EXCO Resources, Inc., EXCO Land Company, LLC and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2014 and filed on July 30, 2014 and incorporated by reference herein.
|
4.6
|
Fifth Supplemental Indenture, dated November 24, 2015, by and among EXCO Resources, Inc., certain of its subsidiaries, and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated November 24, 2015 and filed on November 25, 2015 and incorporated by reference herein.
|
4.7
|
Sixth Supplemental Indenture, dated August 9, 2016, by and among EXCO Resources, Inc., certain of its subsidiaries, and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated August 9, 2016 and filed on August 10, 2016 and incorporated by reference herein.
|
4.8
|
Indenture, dated as of March 15, 2017, by and among EXCO Resources, Inc., as issuer, certain of its subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee and collateral trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
4.9
|
First Supplemental Indenture, dated as of April 4, 2017, by and among EXCO Resources, Inc., as issuer, certain of its subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee and collateral trustee, filed herewith.
|
4.10
|
Second Supplemental Indenture, dated as of April 14, 2017, by and among EXCO Resources, Inc., as issuer, certain of its subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee and collateral trustee, filed herewith.
|
4.11
|
Specimen Stock Certificate for EXCO’s common stock, filed as an Exhibit to EXCO’s Registration Statement on Form S-3, filed on December 17, 2013 and incorporated by reference herein.
|
4.12
|
First Amended and Restated Registration Rights Agreement dated as of December 30, 2005, by and among EXCO Holdings Inc. and the Initial Holders (as defined therein), 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.
|
4.13
|
Registration Rights Agreement, dated March 28, 2007, by and among EXCO Resources, Inc. and the other parties thereto with respect to the 7.0% Cumulative Convertible Perpetual Preferred Stock and the Hybrid Preferred Stock, 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.
|
4.14
|
Registration Rights Agreement, dated March 28, 2007, by and among EXCO Resources, Inc. and the other parties thereto with respect to the Hybrid Preferred Stock, 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.
|
4.15
|
Joinder Agreement to Registration Rights Agreement, dated January 17, 2014, by and among EXCO Resources, Inc. and WLR IV Exco AIV One, L.P., WLR IV Exco AIV Two, L.P., WLR IV Exco AIV Three, L.P., WLR IV Exco AIV Four, L.P., WLR IV Exco AIV Five, L.P., WLR IV Exco AIV Six, L.P., WLR Select Co-Investment XCO AIV, L.P., WLR/GS Master Co-Investment XCO AIV, L.P. and WLR IV Parallel ESC, L.P, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated January 17, 2014 and filed on January 21, 2014 and incorporated by reference herein.
|
4.16
|
Joinder Agreement to Registration Rights Agreement, dated January 17, 2014, by and among EXCO Resources, Inc. and Advent Syndicate 780, Clearwater Insurance Company, Northbridge General Insurance Company, Odyssey Reinsurance Company, Clearwater Select Insurance Company, Riverstone Insurance Limited, Zenith Insurance Company and Fairfax Master Trust Fund, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated January 17, 2014 and filed on January 21, 2014 and incorporated by reference herein.
|
4.17
|
Registration Rights Agreement, dated as of April 21, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.
|
4.18
|
Registration Rights Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc. and the investors specified on the signatures thereto, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
4.19
|
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.
|
4.20
|
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.
|
4.21
|
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.
|
4.22
|
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.
|
4.23
|
Form of Financing Warrant, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
4.24
|
Form of Commitment Fee Warrant, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
4.25
|
Form of Amendment Fee Warrant, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 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 (File No. 001-32743), dated August 4, 2011 and filed on August 10, 2011 and incorporated by reference herein.*
|
10.5
|
Form of Restricted Stock Award Agreement for Named Executive Officers for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2015 filed on July 27, 2015 and incorporated by reference herein.*
|
10.6
|
Form of Performance-Based Restricted Stock Unit 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 June 30, 2014 and filed on July 3, 2014 and incorporated by reference herein.*
|
10.7
|
Form of Performance-Based Share Unit 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 July 1, 2015 and filed on July 8, 2015 and incorporated by reference herein.*
|
10.8
|
Form of Performance-Based Share Unit Agreement for Named Executive Officers 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 July 1, 2015 and filed on July 8, 2015 and incorporated by reference herein.*
|
10.9
|
Form of Performance-Based Share Unit 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 July 1, 2016 and filed on July 6, 2016 and incorporated by reference herein.*
|
10.10
|
Form of Performance-Based Share Unit Agreement for Named Executive Officers 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 July 1, 2016 and filed on July 6, 2016 and incorporated by reference herein.*
|
10.11
|
Fourth Amended and Restated EXCO Resources, Inc. Severance Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated March 16, 2011 and filed on March 22, 2011 and incorporated by reference herein.*
|
10.12
|
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.*
|
10.13
|
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 (File No. 001-32743) for 2009 filed on February 24, 2010 and incorporated by reference herein.*
|
10.14
|
Amendment Number Two to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., effective as of May 22, 2014, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 22, 2014 and filed on May 29, 2014 and incorporated by reference herein.*
|
10.15
|
Amendment Number Three to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., effective as of December 4, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated December 4, 2015 and filed on December 10, 2015 and incorporated by reference herein.*
|
10.16
|
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 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.
|
10.17
|
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 (File No. 001-32743), dated June 4, 2009 and filed on June 10, 2009 and incorporated by reference herein.*
|
10.18
|
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 (File No. 001-32743), dated October 6, 2011 and filed on October 7, 2011 and incorporated by reference herein.*
|
10.19
|
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.*
|
10.20
|
Form of Restricted Stock Award Agreement, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2013 filed on August 7, 2013 and incorporated by reference herein.*
|
10.21
|
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 (File No. 001-32743), dated August 11, 2009 and filed on August 17, 2009 and incorporated by reference herein.
|
10.22
|
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 (File No. 001-32743) for 2010 filed February 24, 2011 and incorporated by reference herein.
|
10.23
|
Amendment to Joint Development Agreement, dated October 14, 2014, 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 2014 filed on February 25, 2015 and incorporated by reference herein.
|
10.24
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.25
|
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 (File No. 001-32743) for 2010 filed February 24, 2011 and incorporated by reference herein.
|
10.26
|
Amendment to Joint Development Agreement, dated October 14, 2014, 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 2014 filed on February 25, 2015 and incorporated by reference herein.
|
10.27
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.28
|
Amendment to Second Amended and Restated Limited Liability Company Agreement of EXCO Resources (PA), LLC, dated October 14, 2014, by and among EXCO Holding (PA), Inc., BG US Production Company, LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2014 filed on February 25, 2015 and incorporated by reference herein.
|
10.29
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.30
|
Amendment to Second Amended and Restated Limited Liability Company Agreement of Appalachia Midstream, LLC (n/k/a EXCO Appalachia Midstream, LLC), dated October 14, 2014, by and among EXCO Holding (PA),
|
10.31
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.32
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.33
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.34
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.35
|
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 (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.
|
10.36
|
Amended and Restated Credit Agreement, dated as of July 31, 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 as an Exhibit to EXCO's Current Report on Form 8-K, dated as of August 19, 2013 and filed on August 23, 2013 and incorporated by reference herein.
|
10.37
|
First Amendment to Amended and Restated Credit Agreement, dated as of August 28, 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 as an Exhibit to EXCO's Current Report on Form 8-K, dated as of August 28, 2013 and filed on September 4, 2013 and incorporated by reference herein.
|
10.38
|
Second Amendment to Amended and Restated Credit Agreement, dated as of July 14, 2014, 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 as of July 14, 2014 and filed on July 18, 2014 and incorporated by reference herein.
|
10.39
|
Third Amendment to Amended and Restated Credit Agreement, dated as of October 21, 2014, 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 21, 2014 and filed on October 27, 2014 and incorporated by reference herein.
|
10.40
|
Fourth Amendment to Amended and Restated Credit Agreement, dated as of February 6, 2015, 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 Current Report Form 8-K, dated as of February 6, 2015 and filed on February 12, 2015 and incorporated by reference herein.
|
10.41
|
Fifth Amendment to Amended and Restated Credit Agreement, dated July 27, 2015, 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 Current Report on Form 8-K, dated as of July 27, 2015 and filed July 28, 2015 and incorporated by reference herein.
|
10.42
|
Sixth Amendment to Amended and Restated Credit Agreement, dated as of October 19, 2015, 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 Current Report on Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.
|
10.43
|
Seventh Amendment to Amended and Restated Credit Agreement, dated as of March 15, 2017, 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 Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.44
|
Limited Consent, dated as of September 1, 2016, 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 Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2016 filed on November 2, 2016 and incorporated by reference herein.
|
10.45
|
Limited Consent, dated as of December 30, 2016, 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 Current Report on Form 8- K, dated as of December 30, 2016 and filed on January 6, 2017 and incorporated by reference herein.
|
10.46
|
Term Loan Credit Agreement, dated as of October 19, 2015, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, Hamblin Watsa Investment Counsel Ltd., as Administrative Agent, and Wilmington Trust, National Association, as Collateral Trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.
|
10.47
|
Term Loan Credit Agreement, dated as of October 19, 2015, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, and Wilmington Trust, National Association, as Administrative Agent and Collateral Trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.
|
10.48
|
Form of Joinder Agreement to Term Loan Credit Agreement, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of November 4, 2015 and filed on November 11, 2015 and incorporated by reference herein.
|
10.49
|
First Amendment to Term Loan Credit Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.50
|
1.75 Lien Term Loan Credit Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.51
|
First Amendment to 1.75 Lien Term Loan Credit Agreement, dated as of April 4, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee, filed herewith.
|
10.52
|
Second Amendment to 1.75 Lien Term Loan Credit Agreement, dated as of April 14, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee, filed herewith.
|
10.53
|
Intercreditor Agreement, dated as of October 26, 2015, by and among EXCO Resources, Inc., JPMorgan Chase Bank, N.A., as Priority Lien Agent, and Wilmington Trust, National Association, as Second Lien Collateral Agent, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.
|
10.54
|
Intercreditor Joinder, dated as of October 26, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.
|
10.55
|
Intercreditor Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., JPMorgan Chase Bank, N.A., as original priority lien agent, and Wilmington Trust, National Association, as second lien collateral trustee and original third lien collateral agent, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.56
|
Collateral Trust Agreement, dated as of October 26, 2015, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Hamblin Watsa Investment Counsel Ltd., as Administrative Agent of the second lien credit agreement, the other parity lien debt representatives from time to time party thereto, and Wilmington Trust, National Association, as Collateral Trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.
|
10.57
|
Collateral Trust Joinder, dated as of October 26, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.
|
10.58
|
Amended and Restated Collateral Trust Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent and collateral trustee, and the other parity lien debt representatives from time to time party thereto, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.59
|
Collateral Trust Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Wilmington Trust, National Association, as trustee under the second lien indenture and collateral trustee, and the other parity lien debt representatives from time to time party thereto, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.60
|
Form of Senior Secured Note Purchase Agreement, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.
|
10.61
|
Form of Follow-on Senior Secured Note Purchase Agreement, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 30, 2015 and filed on November 2, 2015 and incorporated by reference herein.
|
10.62
|
1.5 Lien Note Purchase Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., certain of its subsidiaries, and the purchaser signatories thereto, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.63
|
Second Lien Term Loan Purchase Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., Hamblin Watsa Investment Counsel Ltd., as administrative agent under the Fairfax Second Lien Credit Agreement, Wilmington Trust, National Association, as administrative agent under the Exchange Second Lien Credit Agreement, and each of the other undersigned parties thereto, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
10.64
|
Amended and Restated Participation Agreement, dated July 25, 2016, by and among Admiral A Holding L.P., TE Admiral A Holding L.P., Colt Admiral A Holding L.P. and EXCO Operating Company, LP., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated July 25, 2016 and filed on July 27, 2016 and incorporated by reference herein.
|
10.65
|
Form of Director Indemnification Agreement, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated November 10, 2010 and filed on November 12, 2010 and incorporated by reference herein.
|
10.66
|
MVC Letter Agreement, dated November 15, 2013, among BG US Production Company, LLC, BG US Gathering Company, LLC, EXCO Operating Company, LP, Azure Midstream Energy LLC (formerly known as TGGT Holdings, LLC) and TGG Pipeline, Ltd, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated November 15, 2013 and filed on November 21, 2013 and incorporated by reference herein.
|
10.67
|
EXCO Resources, Inc. 2015 Management Incentive Plan, dated March 4, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 4, 2015 and filed on March 10, 2015 and incorporated by reference herein.*
|
10.68
|
EXCO Resources, Inc. 2016 Management Incentive Plan, dated April 20, 2016, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 20, 2016 and filed on April 26, 2016 and incorporated by reference herein.*
|
10.69
|
EXCO Resources, Inc. 2017 Management Incentive Plan, dated April 3, 2017, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 3, 2017 and filed on April 7, 2017 and incorporated by reference herein.*
|
10.70
|
Retention Agreement, dated May 14, 2015, by and between Harold H. Jameson and EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 14, 2015 and filed on May 20, 2015 and incorporated by reference herein.*
|
10.71
|
Amended and Restated Retention Agreement, dated May 14, 2015, by and between Harold L. Hickey and EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 14, 2015 and filed on May 20, 2015 and incorporated by reference herein.*
|
10.72
|
Services and Investment Agreement, dated as of March 31, 2015, by and among EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to Amendment No. 1 to EXCO’s Current Report on Form 8-K/A, dated March 31, 2015 and filed on May 26, 2015 and incorporated by reference herein.
|
10.73
|
Acknowledgment of Amendment to Services and Investment Agreement, dated as of May 26, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 26, 2015 and filed on June 1, 2015 and incorporated by reference herein.
|
10.74
|
Amendment No. 2 to Services and Investment Agreement, dated as of September 8, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated September 8, 2015 and filed on September 9, 2015 and incorporated by reference herein.
|
10.75
|
Nomination Letter Agreement, dated as of September 8, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated September 8, 2015 and filed on September 9, 2015 and incorporated by reference herein.
|
10.76
|
Form of Backstop Commitment Fee Election Letter, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 15, 2017 and filed on March 15, 2017 and incorporated by reference herein.
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer of EXCO Resources, Inc., filed herewith.
|
31.2
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer of EXCO Resources, Inc., filed herewith.
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer and Principal 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.
|
By:
|
EXCO Partners OLP GP, LLC,
its general partner |
By:
|
EXCO Partners GP, LLC,
its general partner |
By:
|
Raider Marketing GP, LLC,
its general partner |
By:
|
EXCO Partners OLP GP, LLC,
its general partner |
By:
|
EXCO Partners GP, LLC,
its general partner |
By:
|
Raider Marketing GP, LLC,
its general partner |
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
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b)
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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.
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Date:
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May 10, 2017
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/s/ Harold L. Hickey
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Harold L. Hickey
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Chief Executive Officer and President
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1.
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I have reviewed this Quarterly Report on Form 10-Q of EXCO Resources, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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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
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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.
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Date:
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May 10, 2017
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/s/ Tyler Farquharson
|
|
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Tyler Farquharson
|
|
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Vice President, Chief Financial Officer and Treasurer
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Date:
|
May 10, 2017
|
/s/ Harold L. Hickey
|
|
|
Harold L. Hickey
|
|
|
Chief Executive Officer and President
|
|
|
|
|
|
/s/ Tyler Farquharson
|
|
|
Tyler Farquharson
|
|
|
Vice President, Chief Financial Officer and Treasurer
|