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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended September 30, 2012

OR

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

For the transition period from           to          

Commission file number 0-8933

APCO OIL AND GAS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

CAYMAN ISLANDS
 
(State or Other Jurisdiction of
EIN 98-0199453
Incorporation or Organization)
(I.R.S. Employer Identification No.)
   
ONE WILLIAMS CENTER, 35th FLOOR
 
TULSA, OKLAHOMA
74172
(Address of Principal Executive Offices)
(Zip Code)
   
(Registrant's Telephone Number, Including Area Code)
(539) 573-2164

NO CHANGE
(Former name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes T     No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

Yes T No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
 
Large Accelerated Filer T   Accelerated Filer £ Non-Accelerated Filer £  Smaller Reporting Company £
(Do not check if a smaller reporting company)

 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £ No T
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Class
Outstanding at October 31, 2012
Ordinary Shares, $0.01 Par Value
9,139,648 Shares
Class A Shares, $0.01 Par Value
20,301,592 Shares


 
 



APCO OIL AND GAS INTERNATIONAL INC.



PART I.                                                                FINANCIAL INFORMATION                                                                                                                                                              Page No.
       
 
Item 1.
Financial Statements - Unaudited
 
       
     
   
5
       
     
   
6
       
   
 
      7
       
     
   
8
       
   
9
       
 
Item 2.
 
   
16
       
 
Item 3.
 
   
28
       
 
Item 4.
32
       
PART II
                                                         OTHER INFORMATION

 
Item 1.
33
       
 
Item 1A.
33
       
 
Item 6.
34
       
 
FORWARD-LOOKING STATEMENTS

Certain matters contained in this report include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements relate to anticipated financial performance, management’s plans and business objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters.  We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements.  Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “objectives,” “planned,” “potential,” “projects,” “scheduled,” “will” or other similar expressions.  These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:


 
 



·
  Amounts and nature of future capital expenditures;

·
  Volumes of future oil, gas and liquefied petroleum gas (“LPG”) production;

·
  Expansion and growth of our business and operations;

·
  Financial condition and liquidity;

·
  Business strategy;

·
  Estimates of proved oil and gas reserves;

·
  Reserve potential;

·
  Development drilling potential;

·
  Cash flow from operations or results of operations;

·
  Seasonality of natural gas demand; and

·
  Oil and natural gas prices and demand for those products.

Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report.  Many of the factors that will determine these results are beyond our ability to control or predict.  Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

·
  Availability of supplies (including the uncertainties inherent in assessing, estimating, acquiring and developing future oil and natural gas reserves), market demand, volatility of prices and the availability and cost of capital;

·
  Inflation, interest rates, fluctuation in foreign exchange rates, tax rate changes, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);

·
  The strength and financial resources of our competitors;

·
  Development of alternative energy sources;

·
  The impact of operational and development hazards;

·
  Costs of, changes in, or the results of laws, government regulations (including climate change regulation and/or potential additional regulation of drilling and completion of wells), environmental liabilities and litigation;

·
  Political conditions in Argentina, Colombia, and other parts of the world;

·
  The failure to renew participation in hydrocarbon concessions granted by the Argentine government on reasonable terms;

·
  Risks related to strategy and financing, including restrictions stemming from our loan agreement and the availability and cost of credit;

·
  Risks associated with future weather conditions and earthquakes;

·
  Acts of terrorism; and

·
  Additional risks described in our filings with the Securities and Exchange Commission (“SEC”).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements.  We disclaim any obligations to and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

 
 



In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report.  Such changes in our intentions may also cause our results to differ.  We may change our intentions at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements.  For a detailed discussion of those factors, see Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011.

 
 


 PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
APCO OIL AND GAS INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

   
September 30,
   
December 31,
 
(Amounts in Thousands)
 
2012
   
2011
 
             
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 28,961     $ 36,899  
Accounts receivable
    17,815       11,145  
Advances with joint venture partners
    1,235       1,264  
Inventory
    4,773       2,908  
Restricted cash
    2,889       -  
Other current assets
    5,616       2,636  
Total current assets
    61,289       54,852  
                 
Property and Equipment:
               
Cost, successful efforts method of accounting
    301,317       256,886  
Accumulated depreciation, depletion and amortization
    (149,626 )     (131,021 )
      151,691       125,865  
                 
Argentine investment, equity method
    105,446       90,208  
Deferred income tax asset
    1,946       1,472  
Restricted cash
    6,975       8,364  
Other assets (net of allowance of $515 at September 30, 2012 and $554 at December 31, 2011)
    999       2,235  
Total Assets
  $ 328,346     $ 282,996  
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
  $ 11,285     $ 9,103  
Affiliate payables
    2,356       1,270  
Accrued liabilities
    5,493       4,845  
Income taxes payable
    6,088       2,527  
Dividends payable
    -       589  
Total current liabilities
    25,222       18,334  
                 
Long-term debt
    8,000       2,000  
Long-term liabilities
    4,004       4,024  
Contingent liabilities and commitments (Note 8)
               
Equity:
               
Shareholders' equity
               
   Share capital, 60,000,000 shares authorized, par value $0.01 per share;
               
Ordinary shares, 9,139,648 shares issued and outstanding
    91       91  
Class A shares, 20,301,592 shares issued and outstanding
    203       203  
Additional paid-in capital
    9,106       9,106  
Accumulated other comprehensive loss
    (1,408 )     (1,450 )
Retained earnings
    282,857       250,459  
  Total shareholders' equity
    290,849       258,409  
    Noncontrolling interests in consolidated subsidiaries
    271       229  
        Total equity
    291,120       258,638  
Total liabilities and equity
  $ 328,346     $ 282,996  

The accompanying notes are an integral part of these consolidated financial statements.

 
 




APCO OIL AND GAS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)


(Amounts in Thousands Except Per Share Amounts)
 
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
REVENUES:
                       
Oil revenues
  $ 30,454     $ 21,938     $ 83,373     $ 59,597  
Natural gas revenues
    3,646       2,834       11,039       9,344  
LPG revenues
    680       809       2,206       2,595  
Other
    186       589       1,391       2,293  
Total revenues
    34,966       26,170       98,009       73,829  
                                 
COSTS AND OPERATING EXPENSES:
                               
Production and lifting costs
    8,017       7,108       20,885       17,632  
Taxes other than income
    6,091       5,578       17,761       14,902  
Transportation and storage
    655       347       1,267       678  
Selling and administrative
    3,134       2,826       9,221       7,607  
Depreciation, depletion and amortization
    7,164       5,397       18,320       14,922  
Exploration expense
    2,373       103       10,476       1,583  
Foreign exchange losses (gains)
    (153 )     344       (407 )     (29 )
Other (income) expense
    271       504       (1,696 )     1,196  
Total costs and operating expenses
    27,552       22,207       75,827       58,491  
                                 
TOTAL OPERATING INCOME
    7,414       3,963       22,182       15,338  
                                 
INVESTMENT INCOME:
                               
Interest and other income
    (73 )     141       (205 )     237  
Equity income from Argentine investment
    6,436       3,820       22,069       13,100  
Total investment income
    6,363       3,961       21,864       13,337  
                                 
Income before income taxes
    13,777       7,924       44,046       28,675  
Income taxes
    3,533       1,842       11,015       6,717  
                                 
NET INCOME
    10,244       6,082       33,031       21,958  
    Less: Net income attributable to noncontrolling interests
    13       6       44       23  
Net income attributable to Apco Oil and Gas International Inc.
  $ 10,231     $ 6,076     $ 32,987     $ 21,935  
                                 
OTHER COMPREHENSIVE INCOME:
                               
                                 
Pension plan liability adjustment in consolidated and equity interests (net of Argentine taxes of $10 in 2012 and $43 in 2011)
    42       (80 )     42       (80 )
Comprehensive income attributable to Apco Oil and Gas International Inc.
  $ 10,273     $ 5,996     $ 33,029     $ 21,855  
                                 
Amounts attributable to Apco Oil and Gas International Inc.:
                               
  Earnings per share – basic and diluted:
                               
  NET INCOME PER SHARE
  $ 0.35     $ 0.21     $ 1.12     $ 0.75  
                                 
Average ordinary and Class A shares outstanding – basic and diluted
    29,441       29,441       29,441       29,441  
                                 
Cash dividends declared per ordinary share
  $ -     $ -     $ 0.02     $ 0.04  
Cash dividends declared per Class A share
  $ -     $ -     $ 0.02     $ 0.02  
 
 

The accompanying notes are an integral part of these consolidated financial statements.

 
 


APCO OIL AND GAS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)



   
For the nine months ended September 30,
 
(Amounts in Thousands)
 
2012
   
2011
 
   
Shareholders' Equity
   
Noncontrolling Interests
   
Total
   
Shareholders' Equity
   
Noncontrolling Interests
   
Total
 
                                     
Beginning Balance
  $ 258,409     $ 229     $ 258,638     $ 229,244     $ 214     $ 229,458  
Net income
    32,987       44       33,031       21,935       23       21,958  
Other comprehensive income
    42       -       42       (80 )     -       (80 )
Total comprehensive net income
    33,029       44       33,073       21,855       23       21,878  
Cash dividends declared
    (589 )     -       (589 )     (1,178 )     -       (1,178 )
Dividends and distributions to
                                               
noncontrolling interests
    -       (2 )     (2 )     -       (17 )     (17 )
Ending Balance
  $ 290,849     $ 271     $ 291,120     $ 249,921     $ 220     $ 250,141  


The accompanying notes are an integral part of these consolidated financial statements.


 
 


APCO OIL AND GAS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


   
Nine Months Ended
 
(Amounts in Thousands )
 
September 30,
 
   
2012
   
2011
 
             
CASH FLOW FROM OPERATING ACTIVITIES:
           
Net income
  $ 33,031     $ 21,958  
Adjustments to reconcile to net cash provided by operating activities:
               
Equity income from Argentine investment
    (22,069 )     (13,100 )
Dividends received from Argentine investment
    6,855       8,446  
Deferred income tax (benefit)
    (487 )     (63 )
Depreciation, depletion and amortization
    18,320       14,922  
Changes in accounts receivable
    (6,670 )     3,001  
Changes in inventory
    (1,580 )     (562 )
Changes in other current assets
    (2,980 )     95  
Changes in accounts payable
    663       (4,050 )
Changes in advances with partners
    29       131  
Changes in affiliate payables, net
    1,086       160  
Changes in accrued liabilities
    648       262  
Changes in income taxes payable
    3,561       (159 )
Gain on sale of properties
    (2,809 )     -  
Other, including changes in noncurrent assets and liabilities
    1,087       (923 )
Net cash provided by operating activities
    28,685       30,118  
CASH FLOW FROM INVESTING ACTIVITIES:
               
Property plant and equipment:
               
Capital expenditures *
    (43,029 )     (26,000 )
Sale of properties
    3,087       -  
Changes in restricted cash
    (1,500 )     (4,375 )
Net cash used in investing activities
    (41,442 )     (30,375 )
CASH FLOW FROM FINANCING ACTIVITIES:
               
Proceeds from long-term debt
    6,000       2,000  
Dividends paid to noncontrolling interest
    (3 )     (17 )
Dividends paid
    (1,178 )     (1,766 )
Net cash used in financing activities
    4,819       217  
                 
Decrease in cash and cash equivalents
    (7,938 )     (40 )
Cash and cash equivalents at beginning of period
    36,899       35,234  
                 
Cash and cash equivalents at end of period
  $ 28,961     $ 35,194  
________________________
               
*  Increases to property plant and equipment, net of asset dispositions
  $ (44,709 )   $ (28,378 )
    Changes in related accounts payable
    1,680       2,378  
    Capital expenditures
  $ (43,029 )   $ (26,000 )

The accompanying notes are an integral part of these consolidated financial statements.


 
 

APCO OIL AND  GAS INTERNATIONAL INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)

(1)  
Basis of Presentation and Summary of Accounting Policies

General Information and Principles of Consolidation

Apco Oil and Gas International Inc. (“Apco”) is an international oil and gas exploration and production company with a focus on South America.  Exploration and production will be referred to as “E&P” in this document.

Apco began E&P activities in Argentina in the late 1960s, and as of September 30, 2012, had interests in nine oil and gas producing concessions and two exploration permits in Argentina.  E&P activities in Colombia began in 2009 where we now have three exploration and production contracts.  Our producing operations are located in the Neuquén, Austral, and Northwest basins in Argentina, and in the Llanos basin in Colombia.  We also have exploration activities currently ongoing in both Argentina and Colombia.

The consolidated financial statements include the accounts of Apco Oil and Gas International Inc. (a Cayman Islands limited company) and its subsidiaries, Apco Properties Ltd. (a Cayman Islands limited company), Apco Austral S.A. (an Argentine corporation), and Apco Argentina S.A. (an Argentine corporation), which as a group are at times referred to in the first person as “we,” “us,” or “our.”  We also sometimes refer to Apco as the “Company.” The Company proportionately consolidates its direct interest of the accounts of its joint ventures into its consolidated financial statements. All intercompany balances and transactions between Apco and its subsidiaries have been eliminated in consolidation.

WPX Energy, Inc. (“WPX”), an independent exploration and production company with operations primarily in North America, owns 68.96 percent of our aggregate Class A and ordinary shares.  We are managed by employees of WPX, and all of our executive officers and three of our directors are employees of WPX. Pursuant to an administrative services agreement between us and WPX, at our corporate headquarters in Tulsa, Oklahoma, WPX provides us with management services, office space, insurance, treasury, accounting, tax, legal, corporate communications, information technology, human resources, internal audit and other administrative corporate services.  We have branch offices in Buenos Aires, Argentina and Bogotá, Colombia. These offices are staffed by employees of Apco and/or contractors retained by us.

Our core operations are located in the Neuquén basin and include our 23 percent working interests in the Entre Lomas, Bajada del Palo and Charco del Palenque concessions and the Agua Amarga exploration permit, and a 40.72 percent equity interest in Petrolera Entre Lomas S.A. (“Petrolera”, a privately owned Argentine corporation), which is accounted for using the equity method (see Note 3).  Petrolera is the operator and owns a 73.15 percent working interest in the same properties.  Consequently, Apco’s combined direct consolidated and indirect equity interests in the properties underlying the joint ventures total 52.79 percent. The Charco del Palenque concession is the portion of the Agua Amarga exploration permit which was converted to a 25-year exploitation concession in 2009. In the Neuquén basin we also participate in the Coirón Amargo block in which we hold a 45 percent interest. We sometimes refer to these areas in a group as our “Neuquén basin properties.”

The unaudited, consolidated financial statements of Apco included herein do not include all footnote disclosures normally included in annual financial statements and, therefore, should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

In the opinion of the Company, all normal recurring adjustments have been made to present fairly the results of the three and nine-month periods ended September 30, 2012 and 2011.  The results for the periods presented are not necessarily indicative of the results for the respective complete years.

Certain line items in the Consolidated Statements of Income and Comprehensive Income and Consolidated Statements of Cash Flows for the 2011 periods presented herein were recast as described in Note 16 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Fair Value Measurements

The carrying amount reported in the balance sheet for cash equivalents, accounts receivable and accounts payable is equivalent to fair value due to the frequency and volume of transactions in and the short-term nature of these accounts.  The carrying amount for restricted cash is equivalent to fair value as the funds are invested in a short-term money market account.  The fair value of our debt is estimated to approximate the carrying amount as the interest is a floating-rate based on Libor.

Revenue Recognition

The Company recognizes revenues from sales of oil, gas, and LPG at the time the product is delivered to the purchaser and title has been transferred.

Taxes Other Than Income

The Company is subject to multiple taxes in Argentina and Colombia, including provincial production taxes, severance taxes, export taxes, shareholder equity taxes and various transaction taxes.

Restricted Cash

At September 30, 2012, we had $9.9 million of restricted cash ($2.9 current and $7 million non-current) which is collateral for letters of credit related to exploration blocks in Colombia.  At December 31, 2011, we had $8.4 million of restricted cash (non-current). The letters of credit expire in various dates from 2013 to 2015.

Inventory Valuation

Our inventory includes hydrocarbons of $1.7 million at September 30, 2012, and $1.1 million at December 31, 2011, which are accounted for at production cost, and spare-parts materials of $3.1 million at September 30, 2012 and $1.8 million at December 31, 2011, which are accounted for at cost.

Property and Equipment

The Company uses the successful-efforts method of accounting for oil and gas exploration and production operations, whereby costs of acquiring non-producing acreage and costs of drilling successful exploration wells and development costs are capitalized. Geological and geophysical costs, including three dimensional (“3D”) seismic survey costs and costs of unsuccessful exploratory drilling are expensed as incurred.

 
 

APCO OIL AND  GAS INTERNATIONAL INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED


Oil and gas properties are depreciated over their concession lives using the units of production method based on proved and proved producing reserves. The Company’s proved reserves are limited to the concession life even though a concession’s term may be extended for 10 years based on terms to be agreed on and with the consent of the Argentine government.  Non oil and gas property is recorded at cost and is depreciated on a straight-line basis, using estimated useful lives of three to 15 years.

During the second quarter of 2012, the Company also recorded a recovery of unproved costs associated with the farm-out of 44 percent of its working interest in the exploration area within the Sur Río Deseado Este concession.  This cost recovery was approximately $278 thousand and the amount received in excess of this unproved cost has been recorded in other income within the total costs and operating expenses in the financial statements.

The Company reviews its proved and unproved properties for impairment on a property by property basis and recognizes an impairment whenever events or circumstances, such as declining oil and gas prices, indicate that a property’s carrying value may not be recoverable. The Company records a liability for future asset retirement obligations in accordance with the requirements of FASB ASC 410 (Asset Retirement and Environmental Obligations).

Net Income per Share

Net income per share is calculated by dividing net income attributable to Apco Oil and Gas International Inc. shareholders by the weighted average number of ordinary and Class A shares outstanding.  Basic and diluted net income per share is the same because the Company has not issued any potentially dilutive securities such as stock options.  The Class A Shares and the ordinary shares have identical rights and preferences with respect to dividends.

Nonmonetary Transactions

The Company accounts for nonmonetary transactions based on the fair values of the assets involved, which is the same basis as that used in monetary transactions.  During the first nine months of 2012 and 2011, we delivered a volume of our oil production to a third-party refinery to satisfy a portion of our provincial production tax obligation.  The crude oil inventory that was transferred to satisfy this obligation was recognized at fair value.  We recorded approximately $1.7 million in oil revenues and taxes other than income as a result of this transaction in the first nine months of 2012, and $2.1 million in the first nine months of 2011.

(2)  
Income Taxes

The Company was formed in the Cayman Islands in 1979. Since then, the Company’s income, to the extent that it is derived from sources outside the U.S., has not been subject to U.S. income taxes. Also, the Company has been granted an undertaking from the Cayman Islands government, expiring in 2019, to the effect that the Company will be exempt from tax liabilities resulting from tax laws enacted by the Cayman Islands government subsequent to 1979. The Cayman Islands currently has no applicable income tax or corporation tax. All of the Company’s income during 2012 and 2011 was generated outside the United States.

Provision is made for deferred Argentine income taxes applicable to temporary differences between the financial statement and tax basis of the assets and liabilities. The table below summarizes the income tax expense for the periods shown.
 
 
 

APCO OIL AND  GAS INTERNATIONAL INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED

 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
(in Thousands)
 
   
2012
   
2011
   
2012
   
2011
 
Income taxes:
                       
Current
  $ 3,611     $ 1,835     $ 11,502     $ 6,780  
Deferred
    (78 )     7       (487 )     (63 )
Income tax expense
  $ 3,533     $ 1,842     $ 11,015     $ 6,717  

We are domiciled in the Cayman Islands where the income tax rate is zero.  However, we are required to pay income taxes in Argentina.  Our effective income tax rate reflected in theConsolidated Statements of Income differs from Argentina’s statutory rate of 35 percent.  This is primarily because the Company also generates income and incurs expenses outside of Argentina that are not subject to income taxes in Argentina or in any other jurisdiction.  Therefore these amounts do not affect the amount of income taxes paid by the Company.  Such items include interest income resulting from the Company’s cash and cash equivalents deposited in its Cayman Island and Bahamas bank accounts, general and administrative expenses incurred by the Company in its headquarters office in Tulsa, Oklahoma, and foreign exchange gains and losses resulting from changes in the value of the peso, which do not affect taxable income in Argentina.  The Company also incurred expenses related to exploration activity in Colombia that provide no benefit to income tax expense until these activities generate sufficient taxable income in Colombia.  Additionally, equity income from its investment in Petrolera is recorded by the Company on an after tax basis and is not subject to Argentine income tax. As of May 16, 2012 income generated from production in the province of Tierra del Fuego in Argentina is no longer exempt from income taxes based on Executive Decree 751/2012, which removed the exemption from taxes and duties previously provided by Law 19,640.

The effective income tax rate is higher for the three and nine months ended September 30, 2012, compared with the same period of 2011 primarily due to larger expenses in Colombia during 2012 which are providing no tax benefit.

As of September 30, 2012 and December 31, 2011, the Company had no unrecognized tax benefits or reserve for uncertain tax positions.

The Company’s policy is to recognize tax related interest and penalties as a component of income tax expense.  The statute of limitations for income tax audits in Argentina is six years, and begins on December 31 in the year in which the tax return is filed, therefore the tax years 2005 through 2011 remain open to examination.

(3)  
Investment in Petrolera Entre Lomas S.A.

The Company uses the equity method to account for its 40.72 percent investment in Petrolera. Petrolera’s principal business is its operatorship and 73.15 percent interest in the Entre Lomas, Bajada del Palo and Charco del Palenque concessions and the Agua Amarga exploration permit.

Under the equity method of accounting, the Company's share of net income from Petrolera is reflected as an increase in its investment account and is also recorded as equity income from Argentine investment. Dividends received from Petrolera are recorded as reductions of the Company’s investment.

 
 

APCO OIL AND  GAS INTERNATIONAL INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED
 
The Company’s carrying amount of its investment in Petrolera is greater than its proportionate share of Petrolera’s net equity by $717 thousand.  The reasons for this basis difference are: (i) goodwill recognized on its acquisition of additional Petrolera shares in 2002 and 2003; (ii) certain costs expensed by Petrolera but capitalized by the Company; (iii) recognition of a provision for doubtful account associated with a receivable held by Petrolera; and (iv) a difference from periods prior to 1991 when the Company accounted for its interest in Petrolera under the cost recovery method, which will be recognized upon full recovery of the Company’s investment.

Summarized unaudited financial position and results of operations of Petrolera are presented in the following tables.

Petrolera’s financial position at September 30, 2012 and December 31, 2011 is as follows:
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
(in Thousands)
 
             
Current assets
  $ 79,622     $ 66,430  
Non current assets
    266,998       253,239  
Current liabilities
    64,922       53,549  
Non current liabilities
    31,535       46,797  

Included in Petrolera’s current assets as of September 30, 2012, is approximately $25 million of cash denominated in Argentine pesos.

Petrolera’s results of operations for the three and nine months ended September 30, 2012 and 2011 are as follows:

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(in Thousands)
 
                         
Revenues
  $ 83,308     $ 64,636     $ 245,517     $ 181,651  
Expenses other than income taxes
    57,055       49,659       158,480       132,896  
Net income
    15,775       9,246       54,088       31,844  

The comparative increase in Petrolera’s net income for the three and nine month periods in 2012 is primarily a result of greater revenues driven by higher oil sales prices and volumes.  During the first nine months of 2012, the Company has received $6.9 million in dividends from Petrolera compared with $8.4 million during the same period in 2011.  As a result of the current exchange control restrictions that have blocked the ability to move funds out of Argentina at the official rate of exchange, Petrolera has increased capital spending to the extent possible and accelerated repayment of its foreign bank loans.


 
 

APCO OIL AND  GAS INTERNATIONAL INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED


(4)  
Exploration Expense
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
      (in Thousands)  
                         
Geologic and geophysical costs
  $ 475     $ 103     $ 8,578     $ 526  
Dry hole costs
    1,898       -       1,898       1,057  
Total exploration expense
  $ 2,373     $ 103     $ 10,476     $ 1,583  
 
During the third quarter of 2012, $1.9 million was expensed as dry hole costs related to our Neuquén basin properties.  Of this amount, $1.2 million was classified as exploratory well costs pending the determination of proved reserves as of December 31, 2011. We had exploratory wells in progress of approximately $5.9 million at September 30, 2012, and $4.2 million as of December 31, 2011.

(5)  
Other Current Assets

The balance of other current assets consisted of the following:
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
(in Thousands)
 
             
Prepaid expense
  $ 2,566     $ 355  
Value added tax advances
    2,554       1,657  
Interest receivable
    104       139  
Other current assets
    392       485  
    $ 5,616     $ 2,636  

(6)  
Accrued Liabilities

The balance of accrued liabilities consisted of the following:
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
(in Thousands)
 
             
Taxes other than income
  $ 3,858     $ 2,424  
Payroll and other general and adminstrative expenses
    1,142       1,765  
Other oil and gas activities
    -       106  
Other
    493       550  
    $ 5,493     $ 4,845  

 
 

APCO OIL AND  GAS INTERNATIONAL INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED


(7)  
Debt and Banking Arrangements

We have borrowed $8 million under our banking agreement.  Our ability to draw funds from the line of credit under this agreement ended in March 2012.  Borrowings under this facility are unsecured and bear interest at the six-month Libor rate plus three percent per annum. Principal amounts will be repaid in four equal semi-annual installments from each borrowing date after a two and a half year grace period.  This debt agreement contains covenants that restrict or limit, among other things, our ability to create liens supporting indebtedness, purchase or sell assets outside the ordinary course of business, and incur additional debt.  Aggregate minimum maturities of our long-term debt are as follows:


 
(in Thousands)
2012
$0
2013
500
2014
2,500
2015
3,500
2016
1,500
Total
$8,000



(8)  
Contingencies

In the third quarter of 2011, we received a claim from the Dirección General de Rentas (the “DGR,” or provincial taxation authority) in the province of Chubut, Argentina, for alleged deficiencies in exploitation canon payments applicable to the Cañadón Ramírez concession during the years 2009, 2010 and 2011.  The DGR has claimed that we owe an additional $4.3 million pesos (approximately $915 thousand U.S. dollars).  In making this assessment, the DGR has failed to acknowledge that we relinquished portions of the original surface area of the concession during those periods. Therefore, we believe this claim has no merit and that the exploitation canon payments made are correct.  We initiated an administrative proceeding with the province to challenge the DGR claim in the fourth quarter of 2011.  In February 2012, the province rejected our motion for reconsideration.  We filed an administrative appeal with the Provincial Ministry of Economy in March 2012.  We sold our interest in Cañadón Ramírez at the end of 2010. As of September 30, 2012 we have not been notified of any decision related to our appeal.
 
In the third quarter of 2012, we and our partners in Tierra del Fuego reached agreements with the provincial government to extend the term of our concessions by the ten years provided for in Hydrocarbon Law 17,319.  The ten-year extensions for all three concessions run through August 17, 2026.  The agreements have been signed by us and our partners and representatives of the province.  The agreements will become effective upon legislative approval.

(9)  
Subsequent Events

In October we drilled our first and only committed exploration well on the Turpial block. After reaching total depth and logging the Turpial-1 well, our partner decided to commence the relinquishment of its interest in the block.  Initial log interpretations were favorable and Apco continued under sole risk provisions to case and cement the well for testing.  By the end of 2012, we anticipate entering another exploration phase by committing to drill another well and test the Turpial-1 well. Apco will seek to become operator of the block and have a 100 percent interest.

 
 


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

The following discussion and analysis explains the significant factors that have affected our results of operations for the three and nine month periods ended September 30, 2012, compared with the same periods ended September 30, 2011, and our financial condition since December 31, 2011. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part I, Item 1, “Financial Statements,” of this document and our Annual Report on Form 10-K for the year ended December 31, 2011.
 
Overview of Three and Nine Months Ended September 30, 2012

During the three and nine month periods ended September 30, 2012, net income attributable to Apco Oil and Gas International Inc. was $10.2 million and $33 million, respectively, compared with $6.1 million and $21.9 million for the comparable periods in 2011.  Increases in net income for the quarter and first nine months of 2012 were primarily a result of the impact from greater oil sales volumes and higher oil sales prices on operating revenues and equity income.  These benefits were partially offset by higher costs and operating expenses, including significantly higher exploration expense.

Net cash provided by operating activities during the first nine months of 2012 was $28.7 million, a decrease of $1.4 million compared with the first nine months of 2011.  We ended the third quarter with cash and cash equivalents of $29 million, or nine percent of total assets.  We believe we have sufficient liquidity and capital resources to fund our ongoing operations and planned capital expenditures during 2012. See additional discussion in Results of Operations and Financial Condition below.

Business Environment in Argentina

The business environment in Argentina continues to be a significant challenge to our business.  Since the presidential election in late 2011, the government has increasingly used foreign-exchange, trade, and capital controls to manage the economic challenges faced by the country.  
 
During 2012, the government has issued numerous decrees to regulate investments and profits and exert its influence in private sector operations in the energy industry.  In the second quarter, executive decree 751/2012 removed all exemptions from taxes and duties previously provided to oil and gas companies operating in the province of Tierra del Fuego through Law 19,640.  As a result of this decree, our operating revenues have decreased and our operations in this province are prospectively subject to Argentine federal income taxes.
 
Law 26,741 enacted by the Argentine congress on May 4, 2012, authorized the expropriation of YPF and declared the oil and gas industry a matter of public interest.  In July, the government issued executive decree 1277/2012 which introduces important changes to the rules governing Argentina’s oil and gas industry.  The decree  repeals certain articles of deregulation decrees passed during 1989 relating to free marketability of hydrocarbons at negotiated prices, the deregulation of the oil and gas industry, freedom to import and export hydrocarbons and the ability to keep proceeds from export sales in foreign bank accounts. The repeal of these articles appears to formalize certain rules such as price controls and the repatriation of export sales proceeds which has been informally required by the government over the last several years.
 
In addition the decree creates a governmental strategic planning commission charged with developing investment plans for the country to increase production and reserves and to make Argentina more energy self sufficient. The decree also requires oil and gas companies, refiners and transporters of hydrocarbon products to submit annual investment plans for approval by the commission. The decree empowers the commission to issue fines and sanctions, including concession removal, for companies that do not comply with its requirements.  Finally, the commission is also charged with responsibility for assuring the reasonableness of hydrocarbon prices in the domestic market and that such prices allow companies to generate a reasonable profit margin.
 
 
 
 


Regulations to implement the decree are pending. Until such regulations are published, we cannot fully assess the impact of this decree on our operations and profitability. The text of this decree authorizes the federal government to enforce stricter controls over the oil and gas industry.  Reaction by the provincial governments and the oil and gas industry may impact the manner in which the implementing regulations are written.

These events could discourage the influx of needed capital in Argentina for oil and gas exploration and development, especially the continued exploration of Argentina’s unconventional potential.

Although we cannot predict the impact of these events on our business, we have historically reinvested most of our earnings into the exploration and development of our properties in Argentina with positive results to both oil and natural gas production and proved reserves. For further discussion, see Part I, Item 3, “Quantitative and Qualitative Disclosures about Market Risk – Economic and Political Environment.”

Colombian Properties

During the third quarter, the Maniceño No.1 discovery well drilled in the Llanos 32 exploration block had a positive impact on operating revenues as the well was put on production in July.  A second exploration well, the Samaria Norte No. 1, successfully tested oil and is waiting on approval to be put on a long term production test of the Guadalupe formation. Apco has a 20 percent working interest in the Llanos 32 block.

In October we drilled our first and only committed exploration well on the Turpial block. After reaching total depth and logging the Turpial-1 well, our partner decided to commence the relinquishment of its interest in the block.  Initial log interpretations were favorable and Apco continued under sole risk provisions to case and cement the well for testing.  By the end of 2012, we anticipate entering another exploration phase by committing to drill another well and test the Turpial-1 well. Apco will seek to become operator of the block and have a 100 percent interest.

 In the Llanos 40 block where Apco has a 50 percent interest, interpretation of the 3D seismic data acquired in the first half of the year is underway.  We plan to initiate drilling operations in this block during 2013.  We have committed to drill four exploration wells in the area by the end of 2014.

Neuquén Basin Properties

During the third quarter and first nine months of 2012, our development drilling and exploration activities in our Neuquén basin properties continued with satisfactory results. During the first nine months of the year we completed and put on production five wells that commenced drilling in 2011.  For our 2012 drilling program, 25 development wells and two exploration wells were spud during the first nine months.  Of these wells, 23 were completed and put on production and four wells were in various stages of drilling or completion at the end of the third quarter.

During the first nine months of the year, we continued exploration efforts to produce from the Vaca Muerta shale.  We performed a fracture stimulation of the shale in an existing well in the Bajada del Palo concession.  We also completed a three-stage fracture stimulation in a well in the southern part of the Coirón Amargo block.  Although the fracture stimulations in both wells resulted in production from the Vaca Muerta, these wells have produced relatively low volumes of oil and, subject to additional evaluation, we have preliminarily concluded that horizontal drilling with significantly larger fracture stimulations will be required to properly evaluate the Vaca Muerta shale.  Results to date are inconclusive as the exploration of the Vaca Muerta in this basin is in the early stages and its productive behavior is not well understood. The significantly larger investments required to properly investigate the Vaca Muerta could cause the development of the shale to be uneconomic given the current political and economic conditions in Argentina.

We plan to commence drilling two more commitment wells in the Coirón Amargo block before the end of 2012.


 
 



Tierra del Fuego

In the third quarter, we and our partners in Tierra del Fuego reached agreements with the provincial government to extend the term of our concessions by the ten years provided for in Hydrocarbon Law 17,319. One agreement extends the concession term for the Las Violetas concession. A second agreement extends the concession terms for the Río Cullen and Angostura concessions. The ten-year extensions for all three concessions run through August 17, 2026.  The agreements have been signed by us and our partners and representatives of the province. The agreements will become effective upon legislative approval.

Results of Operations
 
The following table and discussion is a summary of our consolidated results of operations for the three and nine months ended September 30, 2012, compared with the three and nine months ended September 30, 2011.  Please read this information in conjunction with the Consolidated Statements of Income.
 

   
For the Three Months Ended September 30,
 
               
$ Change
   
% Change
 
   
2012
   
2011
   
from 2011
   
from 2011
 
   
(in Thousands)
       
                         
Total revenues
  $ 34,966     $ 26,170     $ 8,796       34 %
Total costs and operating expenses
    27,552       22,207       5,345       24 %
 Operating income
    7,414       3,963       3,451       87 %
Investment income
    6,363       3,961       2,402       61 %
Income taxes
    3,533       1,842       1,691       92 %
  Less: Net income attributable to noncontrolling interests
    13       6       7       117 %
Net income attributable to Apco
  $ 10,231     $ 6,076     $ 4,155       68 %
                                 
                                 
                                 
   
For the Nine Months Ended September 30,
 
                   
$ Change
   
% Change
 
      2012       2011    
from 2011
   
from 2011
 
   
(in Thousands)
         
                                 
Total revenues
  $ 98,009     $ 73,829     $ 24,180       33 %
Total costs and operating expenses   (1)
    75,827       58,491     $ 17,336       30 %
 Operating income
    22,182       15,338       6,844       45 %
Investment income
    21,864       13,337       8,527       64 %
Income taxes
    11,015       6,717       4,298       64 %
  Less: Net income attributable to noncontrolling interests
    44       23       21       91 %
Net income attributable to Apco
  $ 32,987     $ 21,935     $ 11,052       50 %
 
(1)  
Includes $9 million year-over-year increase in Exploration expense; see below for additional discussion.

Total Revenues
 
Total revenues for the third quarter of 2012 increased by $8.8 million, or 34 percent compared with third quarter 2011.  For the first nine months of 2012, Total Revenues were greater by $24.2 million, or 33 percent compared with the first nine months of 2011. The following tables and discussion explain the components and variances in operating revenues.

 
 


The three and nine-month comparisons of our oil, natural gas, and LPG sales volumes and average sales prices for our consolidated interests accounted for as operating revenues are shown in the following tables.
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
                                     
   
2012
   
2011
   
% Change
   
2012
   
2011
   
% Change
 
Sales Volumes
                                   
Oil (bbls)
    402,189       346,312       16 %     1,112,338       994,192       12 %
Natural Gas (mcf)
    1,596,095       1,517,513       5 %     4,531,475       4,739,743       -4 %
LPG (tons)
    2,658       2,979       -11 %     7,918       8,453       -6 %
Oil, Natural Gas and LPG (boe)
    699,396       634,188       10 %     1,960,502       1,883,345       4 %
                                                 
Average Sales Prices
                                               
Oil (per bbl)
  $ 75.72     $ 63.35       20 %   $ 74.95     $ 59.95       25 %
Natural Gas (per mcf)
    2.28       1.87       22 %     2.44       1.97       24 %
LPG (per ton)
    255.84       271.58       -6 %     278.61       306.99       -9 %
                                                 
Revenues ($ in thousands)
                                               
Oil revenues
  $ 30,454     $ 21,938       39 %   $ 83,373     $ 59,597       40 %
Natural Gas revenues
    3,646       2,834       29 %     11,039       9,344       18 %
LPG revenues
    680       809       -16 %     2,206       2,595       -15 %
    $ 34,780     $ 25,581       36 %   $ 96,618     $ 71,536       35 %

The volume and price changes in the table above caused the following changes to our oil, natural gas and LPG revenues between the three and nine-months ended September 30, 2012 and 2011.
 
   
Three Months Ended September 30,
 
                         
   
Oil
   
Gas
   
LPG
   
Total
 
   
(in Thousands)
 
                         
2011 Sales
  $ 21,938     $ 2,834     $ 809     $ 25,581  
Changes due to volumes
    4,231       180       (83 )     4,328  
Changes due to prices
    4,285       632       (46 )     4,871  
2012 Sales
  $ 30,454     $ 3,646     $ 680     $ 34,780  
                                 
                                 
                                 
   
Nine Months Ended September 30,
 
                                 
   
Oil
   
Gas
   
LPG
   
Total
 
   
(in Thousands)
 
                                 
2011 Sales
  $ 59,597     $ 9,344     $ 2,595     $ 71,536  
Changes due to volumes
    8,855       (507 )     (149 )     8,199  
Changes due to prices
    14,921       2,202       (240 )     16,883  
2012 Sales
  $ 83,373     $ 11,039     $ 2,206     $ 96,618  

 
 
 


Oil Revenues

The increase in Oil revenues during the third quarter and first nine months of 2012 is due to higher average oil sales prices and greater sales volumes.  Our average oil sales prices increased by 20 percent compared with third quarter 2011 primarily due to higher price realizations in Argentina.  The combination of declining production in Argentina, increasing gasoline prices and tighter demand for our high-quality crude oil has resulted in higher oil price realizations in the country.  We also experienced a minor but positive impact on oil prices from our first sales revenues generated from our operations in Colombia during the third quarter of 2012. As production from our Colombian operations stabilizes and sales revenues grow in future periods, we expect greater favorable impacts on our oil price realizations because oil prices in Colombia are closer to international prices compared with prices in Argentina.

Successful drilling results in Coirón Amargo and Colombia resulted in an increase in sales volumes of 16 percent for the quarter and 12 percent for the first nine months of 2012. Oil revenues accounted for 87 and 85 percent of total revenues for the three and nine month periods ended September 30, 2012, respectively.

Total Costs and Operating Expenses

During the third quarter of 2012, Total costs and operating expenses increased by $5.3 million compared with third quarter 2011 primarily due to greater exploration expense.  Notable variances for the comparable quarters include the following:
 
·  
Production and lifting costs increased by $909 thousand due to greater operation and maintenance expenses related to our Neuquén basin properties.  These increases were driven primarily by the impact of inflation in Argentina;
 
·  
Taxes other than income increased by $513 thousand.  The increase from third quarter 2011 is due primarily to higher provincial production taxes as a result of higher sales prices and greater operating revenue and is partially offset by the absence of a $972 thousand provincial production tax settlement in third quarter 2011;
 
·  
Depreciation, depletion and amortization expense increased by $1.8 million due to higher depreciation rates and greater volumes (see additional discussion below); and
 
·  
Exploration expense increased by $2.3 million primarily due to dry hole expense from our Neuquén basin properties;
 
 
During the first nine months of 2012, Total costs and operating expenses increased by $17.3 million compared with the first nine months of 2011 primarily due to greater production and lifting costs as well as higher exploration expense.  Notable variances for the comparable periods include the following:
 
·  
Production and lifting costs increased by $3.3 million due to greater operation and maintenance expenses related to our Neuquén basin properties.  These increases were driven primarily by the impact of inflation in Argentina;
 
·  
Taxes other than income increased by $2.9 million.  The increase from the first nine months of 2011 is due primarily to higher provincial production taxes as a result of higher sales prices and greater operating revenues and is partially offset by the absence of a one-time $572 thousand expense for Colombian equity tax and a $972 thousand provincial production tax settlement during the first nine months of 2011;
 
·  
Selling and administrative expense increased by $1.6 million due to increased staffing, the effect of inflation on salary and related benefits expense and other administrative costs in our Argentine branch and greater costs from our operators in Argentina;
 
·  
Depreciation, depletion and amortization expense increased by $3.4 million primarily due to higher depreciation rates (see additional discussion below);
 
 
 
 

 
·  
Exploration expense increased by $8.9 million due to greater exploration activity including 3D seismic acquisition costs in the Llanos 40 block in Colombia and in the Sur Río Deseado Este concession in Argentina and dry hole expense in our Neuqúen basin properties; and
 
·  
Other (income) expense decreased by $2.9 million primarily due to a gain from a farm-out agreement in the Sur Río Deseado Este concession realized in the second quarter of 2012.
 

Depreciation, Depletion and Amortization Expenses (“DD&A”)

The changes in our total volumes, DD&A average rates per unit and DD&A expense of oil and gas properties between the three and nine months ended September 30, 2012 and 2011 are shown in the following table:


   
Three Months Ended
         
%
   
Nine Months Ended
         
%
 
   
September 30,
   
Change
   
Change
   
September 30,
   
Change
   
Change
 
   
2012
   
2011
   
from 2011
   
from 2011
   
2012
   
2011
   
from 2011
   
from 2011
 
                                                 
Consolidated Sales Volumes (Boe)
    699,396       634,188       65,208       10 %     1,960,502       1,883,345       77,157       4 %
DD&A Rate per Boe
  $ 10.21     $ 8.49     $ 1.72       20 %   $ 9.30     $ 7.91     $ 1.39       18 %
DD&A Expense (In thousands)
  $ 7,143     $ 5,382     $ 1,761       33 %   $ 18,238     $ 14,897     $ 3,341       22 %
 
The following table details the changes in DD&A expense of oil and gas properties due to changes in volumes and average rates between the three and nine months ended September 30, 2012 and 2011.
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
(in Thousands)
 
             
2011 DD&A
  $ 5,382     $ 14,897  
Changes due to volumes
    665       717  
Changes due to rates
    1,096       2,624  
2012 DD&A
  $ 7,143     $ 18,238  
 
Our DD&A rate increased in the third quarter and first nine months of 2012 compared with the same period in 2011 because in the Río Negro province, where our largest producing field with the largest proved reserves is located, we have been adding less proved reserves per well drilled for calculating DD&A with each year that passes without obtaining the remaining ten-year extension as our proved reserves are limited to the current concession life.  Furthermore, as we develop our most mature fields, proved reserves added per well decrease over time. Additionally, our weighted average DD&A rate increased in 2012 due to a greater proportion of sales volumes on a barrel of oil equivalent basis from properties with DD&A rates that are higher than the weighted average rate experienced in the third quarter and first nine months of 2011.
 
We are working to obtain the ten-year concession extension for our properties in Río Negro, and are waiting on legislative approval for our extensions in Tierra del Fuego.  We expect to experience a favorable effect on future DD&A rates if the extensions are obtained as wells whose productive lives extend beyond 2016 will result in the addition of proved developed reserves.
 
 
 


Investment Income

Total investment income increased by $2.4 million for the third quarter and $8.5 million for first nine months of 2012 compared with the same periods of 2011due to greater Equity income from Argentine investment.  The increase in our equity income for the periods in 2012 is due to higher net income of our equity investee, Petrolera.  The comparative increase in Petrolera’s net income is primarily a result of greater revenues driven by higher oil sales prices and greater sales volumes.

 
 


Summary of Total Volumes, Sales Prices and Production Costs

The following table reflects our total sales volumes, average sales prices, and our average production costs per unit sold for the periods presented:

   
Periods Ending September 30,
 
   
Three Months
   
Nine Months
 
                         
   
2012
   
2011
   
2012
   
2011
 
                         
Sales Volumes (1):
                       
Consolidated interests
                       
Crude oil and condensate (Bbls)
    402,189       346,312       1,112,338       994,192  
Gas (Mcf)
    1,596,095       1,517,513       4,531,475       4,739,743  
LPG (tons)
    2,658       2,979       7,918       8,453  
Barrels of oil equivalent (Boe)
    699,396       634,188       1,960,502       1,883,345  
Equity interests (2)
                               
Crude oil and condensate (Bbls)
    431,474       407,403       1,257,323       1,166,439  
Gas (Mcf)
    754,301       653,555       2,178,638       2,113,689  
LPG (tons)
    2,958       2,726       8,673       8,530  
Barrels of oil equivalent (Boe)
    591,906       548,323       1,722,209       1,618,815  
Total volumes
                               
Crude oil and condensate (Bbls)
    833,663       753,715       2,369,661       2,160,631  
Gas (Mcf)
    2,350,396       2,171,068       6,710,113       6,853,432  
LPG (tons)
    5,616       5,705       16,591       16,983  
Barrels of oil equivalent (Boe)
    1,291,302       1,182,510       3,682,712       3,502,160  
                                 
Total volumes by basin
                               
Neuquén
    1,081,211       980,831       3,097,931       2,882,159  
Austral
    138,766       149,595       425,707       466,785  
Llanos
    25,985       -       25,985       -  
Others
    45,339       52,084       133,089       153,216  
Barrels of oil equivalent (Boe)
    1,291,302       1,182,510       3,682,712       3,502,160  
                                 
Average Sales Prices:
                               
Consolidated interests
                               
Oil (per bbl)
  $ 75.72     $ 63.35     $ 74.95     $ 59.95  
Gas (per Mcf)
    2.28       1.87       2.44       1.97  
LPG (per ton)
    255.84       271.58       278.61       306.99  
Equity interests (2)
                               
Oil (per bbl)
  $ 74.83     $ 63.46     $ 74.93     $ 60.11  
Gas (per Mcf)
    2.44       1.10       2.66       1.67  
LPG (per ton)
    217.65       247.73       257.96       298.57  
                                 
                                 
Average Production Costs per Boe (3):
                               
Production and lifting cost
  $ 11.46     $ 11.21     $ 10.65     $ 9.36  
Taxes other than income
  $ 8.71     $ 8.80     $ 9.06     $ 7.91  
DD&A
  $ 10.21     $ 8.49     $ 9.30     $ 7.91  
                                 
 
(1) Volumes presented in the above table have not been reduced by the approximately 12 to 18.5 percent provincial production tax that is accounted for as an expense by Apco.  In calculating provincial production tax payments, Argentine producers are entitled to deduct gathering, storage, treatment, and compression costs.
(2) The equity interest presented above reflects our interest in our equity investee's sales volumes and prices. The revenues resulting from the equity interest sales volumes and prices are not consolidated within the Company’s revenues. See the financial statements and Note 1 and Note 3 of Notes to Consolidated Financial Statements for additional explanation of the equity method of accounting for our investment in Petrolera.
(3) Average production and lifting costs, taxes other than income and depreciation costs are calculated using total costs divided by consolidated interest sales volumes expressed in barrels of oil equivalent (“Boe”).  Six Mcf of gas are equivalent to one Boe and one ton of LPG is equivalent to 11.735 Boes.

 
 


Financial Condition

Outlook

Our cash flow from operations is highly sensitive to fluctuations in our oil price realizations. Oil price realizations in Argentina have increased gradually since 2009 from approximately $40 per barrel. Since the beginning of 2012, oil prices have stabilized and during the third quarter averaged approximately $75 per barrel. We derive more than 80 percent of our total revenues from the sale of oil. Since the international price of oil has decreased significantly during 2012 and the spread between the price being realized in Argentina and the international price of oil has diminished considerably, we expect our oil prices to remain at current levels or trend downward. Oil price realizations in Argentina continue to be negotiated on a short-term basis.

Dividends received from our equity investee, Petrolera, are a significant contributor to our cash flow generated by operating activities and Petrolera’s cash flows from operations and its ability to pay dividends are also highly sensitive to fluctuations in oil price realizations.  Petrolera’s ability to pay dividends is dependent upon numerous factors, including its cash flows provided by operating activities, levels of capital spending, changes in crude oil and natural gas prices, debt and interest payments, and the Argentine government’s foreign exchange control policies.

Inflation in Argentina has been a persistent problem for some time.  In contrast, the Argentine peso has not experienced a commensurate level of devaluation resulting in considerable increases in our U.S. dollar cost of operations and capital expenditures.  Consequently, there is no assurance that operating income generated in Argentina will remain at current levels given that oil prices in Argentina have stabilized during the year, inflation continues at robust levels and the peso has not been allowed to adjust to market conditions.

Since the fourth quarter of 2011, the Argentine government has implemented various regulations restricting access to foreign exchange markets, or the purchase of foreign currency through the Central Bank of Argentina at the official rate of exchange for the purpose of depositing funds in foreign accounts. These new restrictions require both Central Bank and AFIP (“Argentina’s Taxing Authority”) approvals that are not currently being given. As a result, the current movement of funds out of Argentina through the Central Bank at the official exchange rate has been stemmed. However, the purchase of foreign currency for the repayment of debt is not limited. For a more detailed explanation refer to the section “Quantitative and Qualitative Disclosures about Market Risks” under the heading “Inflation, Foreign Currency and Operations Risk.”

We will continue to monitor our capital programs as necessary to provide Apco with the financial resources and liquidity needed to continue development drilling in our core properties over the long term, fund new investment opportunities, meet future working capital needs and fund any further cash bonus payments that may be negotiated to obtain concession extensions, if any, while maintaining sufficient liquidity to reasonably protect against unforeseen circumstances requiring the use of funds.

Liquidity

Although we have interests in several oil and gas properties in Argentina, our direct participation in those Neuquén basin properties in which we are partners with Petrolera and dividends from our equity interest in Petrolera are the largest contributors to our net cash provided by operating activities. Additionally, in the third quarter of 2012 we began producing oil from our operations in Colombia, creating a source of cash flow outside of Argentina. Although we generally fund our capital programs with internally generated cash flow, successful exploration efforts in Argentina or Colombia could lead to development capital needs that are currently beyond our ability to fund from operations.
 
 
 

 
As a result of the current exchange control restrictions that have blocked the ability to move funds out of Argentina at the official rate of exchange, Apco and Petrolera have increased capital spending in Argentina to the extent possible and Petrolera has accelerated repayments of its foreign bank loans. Consequently, we have received fewer dividends from our investment in Petolera during the first nine months of 2012 compared with the same period in 2011.  We continue to operate our business under the assumption that the receipt of dividends abroad from our investment in Petolera will contribute to the funding of our operations outside of Argentina.  If Petrolera’s ability to pay dividends abroad with funds accumulating in Argentina is interrupted, we may need other sources of funding to meet our plans and exploration commitments outside of Argentina.

Our liquidity is affected by restricted cash balances that are pledged as collateral for letters of credit for exploration activities in Colombia.  As of September 30, 2012, $9.9 million of cash is considered restricted.  The restricted cash is invested in a short-term money market account with a financial institution.

With our cash and cash equivalents balance at September 30, 2012, of $29 million, or nine percent of total assets, and the ability to generally adjust capital spending as necessary, we believe we have sufficient liquidity and capital resources to effectively manage our business throughout the remainder of 2012.

Cash Flow Analysis

The following table summarizes the change in cash and cash equivalents for the periods shown.

   
Nine Months Ended September 30,
 
   
2012
   
2011
 
   
(in Thousands)
 
Net cash provided (used) by:
           
Operating activities
  $ 28,685     $ 30,118  
Investing activities
    (41,442 )     (30,375 )
Financing activities
    4,819       217  
Decrease in cash and cash equivalents
  $ (7,938 )   $ (40 )

Operating Activities

Our net cash provided by operating activities totaled $28.7 million for the first nine months of 2012, compared with $30.1 million during the same period in 2011.  The change in cash provided by operating activities was primarily a result of lower dividends from our Argentine investment and greater use of our working capital. See additional discussion of dividends from our Argentine investment in “Financial Condition” and “Liquidity.”

Investing Activities

During the first nine months of 2012, capital expenditures totaled $43 million, most of which was invested in drilling in our Neuquén basin properties including Coirón Amargo, and exploration drilling in Colombia, compared with $26 million of capital expenditures in 2011.  Additionally, we used $1.5 million during the first nine months of 2012 as collateral for lines of credit, compared with $4.4 million used in the same period of 2011.

We also received $3.1 million during the second quarter of 2012 from the execution of a farm-out agreement related to our exploration acreage in the Sur Río Deseado Este concession.

 
 


Financing Activities

During the first nine months of 2012, we paid $1.2 million of dividends to shareholders and non-controlling interests, and we received $6 million in borrowings from our banking agreement to fund capital expenditures.


Contractual Obligations

Our contractual obligations have decreased by approximately $25 million from our total obligations as reported in our Annual Report on Form 10-K for the year ended December 31, 2011, as a result of drilling and exploration activities during the first nine months of 2012.  Additionally, our obligations increased due to our borrowing $6 million under our banking agreement.

Off-Balance Sheet Arrangements

We do not currently use any off-balance sheet arrangements to enhance liquidity and capital resources.
 
 
 



Item 3.                      Quantitative and Qualitative Disclosures about Market Risk

Our operations are exposed to market risks as a result of changes in commodity prices and foreign currency exchange rates.

Commodity Price Risk

We have historically not used derivatives to hedge price volatility. Oil sales price realizations for oil produced and sold in Argentina are significantly influenced by Argentine governmental actions. In the current regulatory environment, the combination of hydrocarbon export taxes and strict government controls over Argentine gasoline prices directly impact price realizations for the sale of crude oil in the domestic Argentine market. As a result, our price is impacted more by government controls than changes in world oil prices.  Because our oil prices are negotiated on a short-term basis, we cannot accurately predict our future sales prices, and it is difficult for us to determine what effect increases or decreases in world oil prices may have on our results of operations.

Furthermore, although our oil prices in Argentina are negotiated and denominated in US dollars, we are paid in pesos.  This could make our oil price realizations sensitive to currency devaluation depending on the manner in which any possible devaluation is implemented by the government.

Inflation, Foreign Currency and Operations Risk

The majority of our operations are located in Argentina.  Historically Argentina has struggled through extended periods of inflation that have eventually led to a sudden devaluation of the Argentine peso similar to what occurred during the Argentine economic crisis of 2001 and 2002.

Since the economic crisis of 2001 and 2002, when the value of the peso was suddenly reduced from an exchange rate of one peso to one US dollar to an exchange rate of three pesos to one US dollar, the Argentine economy has grown at strong rates ranging from five to ten percent annually. However, inflation escalated during this same period at rates ranging from 15 to 30 percent annually over the last several years. As a result of government efforts to support the value of the peso in this environment, the peso’s value has not declined in proportion to the level of inflation thereby substantially increasing the cost of living in Argentina and the US dollar cost of our operations and capital expenditures in the country. Because the peso has not been permitted to devalue in proportion to inflation in the country, there has been, in the recent past, capital flight out of Argentina due to a lack of confidence in the value of the peso at the official exchange rate.

In October of 2011 and again in July of 2012, the government implemented new regulations restricting access to foreign exchange markets, more specifically, the purchase of foreign currency through the Central Bank of Argentina at the official rate of exchange for the purpose of depositing funds in foreign accounts. These new restrictions require both Central Bank and AFIP approvals that are not currently being given.  As a result, movement of funds out of Argentina through the Central Bank at the official exchange rate has been stemmed. The purchase of foreign currency for things such as the repayment of debt is not limited. Companies that are generating free cash flow find themselves accumulating local currency in Argentina.

An alternative rate of exchange exists which expresses the result of purchasing marketable securities in Argentina in pesos and selling them abroad in foreign currency. As of September 30, 2012, this alternate peso to US dollar exchange rate was quoted at 6.30:1, an indicator that the value of the Argentine peso in the free market is approximately 34 percent below the official rate. The spread between this alternative rate and the official rate of exchange is an indicator that an official devaluation of the Argentine peso may be required at some point.
 
 
 


A devaluation such as the one described above could result in foreign exchange losses to the extent of cash held by us in Argentine pesos and any other net financial working capital denominated in pesos that is reported on our balance sheet at the moment of devaluation.  A devaluation could also lower our product price realizations and reduce our peso denominated costs.

At December 31, 2011, the peso to US dollar official rate of exchange rate was 4.30:1.  At September 30, 2012, the exchange rate was 4.70:1 and our cash balance denominated in Argentine pesos was $6.8 million.  Additionally, Petrolera had a cash balance of approximately $25 million denominated in Argentine pesos as of September 30, 2012.

Economic and Political Environment

Argentina has a history of economic and political instability.  Because our operations are predominately located in Argentina, our operations and financial results have been, and could be in the future, adversely affected by economic, market, currency, and political instability in Argentina, as well as measures taken by its government in response to such instability.  Argentina’s economic and political situation continues to evolve, and the Argentine government may enact future regulations or policies that may materially impact, among other items, (i) the realized prices we receive for the commodities we produce and sell; (ii) the timing of repatriations of cash to the Cayman Islands; (iii) our asset valuations; (iv) the dollar value of peso-denominated monetary assets and liabilities; and (v) restrictions on imports of materials necessary for our operations.

In October 2011, President Cristina Kirchner was re-elected for a second term.  Her first term was highlighted by energy policies that controlled prices of hydrocarbons, in particular natural gas prices, subsidies for the import of natural gas at prices far higher than those permitted for the sale of natural gas produced in Argentina, close alliances with labor unions, and a monetary policy designed to support the value of the peso. Additionally, the government has taken various measures to assert greater state control over different areas of the country’s economy, including nationalizing an airline and private pension funds.

Since the presidential election in late 2011, the government has increasingly used foreign-exchange, trade, and capital controls to manage the economic challenges faced by the country.  During 2012, the government has issued numerous decrees to regulate investments and profits and exert its influence in private sector operations in the energy industry. These actions have created an unpredictable political and business environment in the country.

The stated objective of the Argentine government is to increase oil and natural gas production, both conventional and unconventional, in Argentina through increased investments by YPF. YPF has announced an aggressive multi-year investment plan designed to achieve that objective. It is currently seeking joint venture partners to help fund this program.  As a result of these actions and events, and in spite of the YPF announcement, the share price of YPF and many other public companies with oil and gas interests in Argentina have fallen off precipitously, as have the shares of Apco.

Although we can’t predict the impact of these events on our business, we have historically reinvested most of our earnings into the exploration and development of our properties in Argentina with positive results to both oil and natural gas production and proved reserves.
 
 
 


Item 4.                                Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) (“Disclosure Controls”) or our internal controls over financial reporting (“Internal Controls”) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls were not effective at a reasonable assurance level at the end of the period covered by this report.

Third Quarter 2012 Changes in Internal Controls

As previously reported in Management’s Report on Internal Control Over Financial Reporting in our Form 10-K, in the third quarter of 2011, we identified a material weakness related to the lack of technical accounting resources to help identify and assess accounting matters and appropriately present and disclose such matters in our consolidated financial statements and related footnotes. We subsequently adopted a plan to remediate the material weakness.  In the third quarter of 2012, we amended the plan to include new controls and procedures related to the preparation and review of financial and non-financial disclosures and financial statement consolidation, presentation and review. We also retained additional accounting personnel and realigned the accounting and financial reporting personnel in our branch offices to report through the financial reporting department in our home office.  Although we believe the steps taken to date, including the implementation of new controls and procedures in the third quarter of 2012, have strengthened our internal controls over financial reporting, as of the end of the third quarter we do not yet have sufficient evidence or instances of control performance to conclude that the steps we have taken would prevent or detect a material misstatement. Therefore, the material weakness still existed at the end of the period covered by this report.

Other than described above, there have been no changes during the third quarter of 2012 that have materially affected, or are reasonably likely to materially affect, our Internal Controls over financial reporting.

 
 



PART II.  OTHER INFORMATION

Item 1.                      Legal Proceedings

The additional information called for by this item is provided in Note 8 Contingencies in the Notes to the Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this item.


Item 1A.                      Risk Factors

Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, includes certain risk factors that could materially affect our business, financial condition or future results. Those risk factors have not materially changed, except as set forth below.

The Argentine government could take action with regard to our concessions before their contract terms expire.

During the first quarter of 2012, the Argentine government asserted that exploration and production companies operating in Argentina had not invested sufficiently to overcome domestic production declines, thereby leading to reduced levels of oil and natural gas production as well as reductions in oil and natural proved reserves.  On that basis, the federal government expropriated a majority interest in YPF, the largest oil producing company in Argentina.  If the government subjectively determines that we have not sufficiently invested in our properties, they could take action with regard to our concessions before their contract terms expire.  See “Quantitative and Qualitative Disclosures about Market Risk – Economic and Political Environment” in Item 3 of this report.

 
 
 



Item 6.                      Exhibits

3.1 – Memorandum of Association of Apco Oil and Gas International Inc., as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2007).

3.2 – Articles of Association of Apco Oil and Gas International Inc. as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011).

4.1 – Specimen Ordinary Share Certificate of Apco Oil and Gas International Inc. (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2009).

31.1 – Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

31.2 – Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*

32 – Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.**

101 .INS  – XBRL Instance Document**

101 .SCH  – XBRL Schema Document**

101 .CAL  – XBRL Calculation Linkbase Document**

101 .LAB  – XBRL Label Linkbase Document**

101 .PRE  – XBRL Presentation Linkbase Document**

101 .DEF  – XBRL Definition Linkbase Document**
_____________________
* Filed herewith.
**Furnished herewith.


 
 



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



   APCO OIL AND GAS INTERNATIONAL INC.   
(Registrant)




By:         /s/ Landy L. Fullmer         
Chief Financial Officer,
Chief Accounting Officer and Controller
(Duly Authorized Officer
and Principal Accounting Officer)




November 8, 2012

 
 


 
INDEX TO EXHIBITS
 


EXHIBIT
NUMBER                                                                DESCRIPTION



3.1
Memorandum of Association of Apco Oil and Gas International Inc., as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2007).

3.2
Articles of Association of Apco Oil and Gas International Inc. as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011).

4.1
Specimen Ordinary Share Certificate of Apco Oil and Gas International Inc. (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2009).

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.**

101 .INS
XBRL Instance Document**

101 .SCH
XBRL Schema Document**

101 .CAL
XBRL Calculation Linkbase Document**

101 .LAB
XBRL Label Linkbase Document**

101 .PRE
XBRL Presentation Linkbase Document**

101 .DEF
XBRL Definition Linkbase Document**
_____________________

*      Filed herewith.
**      Furnished herewith.