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8-K - FORM 8-K - ENDEAVOUR INTERNATIONAL CORPd470569d8k.htm
EX-99.4 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - ENDEAVOUR UK LIMITED - ENDEAVOUR INTERNATIONAL CORPd470569dex994.htm
EX-99.1 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS - ENDEAVOUR INTERNATIONAL HOLDING B.V. - ENDEAVOUR INTERNATIONAL CORPd470569dex991.htm
EX-23.2 - CONSENT OF KPMG LLP - ENDEAVOUR INTERNATIONAL CORPd470569dex232.htm
EX-23.1 - CONSENT OF KPMG LLP - ENDEAVOUR INTERNATIONAL CORPd470569dex231.htm
EX-99.3 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS - ENDEAVOUR UK LIMITED - ENDEAVOUR INTERNATIONAL CORPd470569dex993.htm

Exhibit 99.2

Endeavour International Holding B.V.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)

 

     September 30,
2012
     December 31,
2011
 
Assets   

Current Assets:

     

Cash and cash equivalents

   $ 69,266      $ 103,085  

Restricted cash

     128        —    

Accounts receivable

     13,575        4,508  

Prepaid expenses and other current assets

     27,817        17,711  
  

 

 

    

 

 

 

Total Current Assets

     110,786        125,304  

Property and Equipment, Net ($284,703 and $183,110 not subject to amortization at September 30, 2012 and December 31, 2011, respectively)

     740,057        421,457  

Goodwill

     258,973        211,886  

Long-Term Receivables due from Affiliates

     70,566        68,392  

Other Assets

     20,990        18,887  
  

 

 

    

 

 

 

Total Assets

   $ 1,201,372      $ 845,926  
  

 

 

    

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

1


Endeavour International Holding B.V.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)

 

     September 30,
2012
     December 31,
2011
 
Liabilities and Stockholders’ Equity   

Current Liabilities:

     

Accounts payable

   $ 80,148      $ 44,620  

Current maturities of debt

     —          2,350  

Accrued expenses and other

     11,000        10,903  
  

 

 

    

 

 

 

Total Current Liabilities

     91,148        57,873  

Long-Term Debt

     181,024        298,016  

Long-Term Liabilities Due to Affiliates

     620,380        144,715  

Deferred Taxes

     111,806        115,759  

Other Liabilities

     70,583        58,634  
  

 

 

    

 

 

 

Total Liabilities

     1,074,941        674,997  

Commitments and Contingencies

     

Stockholder’s Equity:

     

Common stock; shares issued and outstanding – 180 and 180 shares at September 30, 2012 and December 31, 2011, respectively

     25        25  

Additional paid-in capital

     120,033        120,033  

Accumulated earnings

     6,373        50,871  
  

 

 

    

 

 

 

Total Stockholder’s Equity

     126,431        170,929  
  

 

 

    

 

 

 

Total Liabilities and Stockholder’s Equity

   $ 1,201,372      $ 845,926  
  

 

 

    

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

2


Endeavour International Holding B.V.

Condensed Consolidated Statement of Operations

(Unaudited)

(Amounts in thousands)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2012     2011     2012     2011  

Revenues

   $ 80,726     $ 5,309     $ 112,276     $ 30,620  

Cost of Operations:

        

Operating expenses

     22,734       1,311       30,137       7,027  

Depreciation, depletion and amortization

     22,233       2,476       34,878       11,052  

General and administrative

     1,433       1,165       4,744       3,593  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Expenses

     46,400       4,952       69,759       21,672  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income From Operations

     34,326       357       42,517       8,948  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Income (Expense):

        

Derivatives:

        

Unrealized gains (losses)

     (2,505     15,488       (3,100     13,820  

Interest expense

     (13,600     (10,843     (51,697     (28,386

Loss on early extinguishment of debt

     —         —         (21,661     (402

Letter of credit fees

     (9,378     —         (12,442     —    

Other income (expense)

     (2,228     2,986       (1,539     7,456  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other Income (Expense)

     (27,711     7,631       (90,439     (7,512
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

     6,615       7,988       (47,922     1,436  

Income Tax Expense (Benefit)

     21,505       32,507       (3,424     31,816  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

   $ (14,890   $ (24,519   $ (44,498   $ (30,380
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

3


Endeavour International Holding B.V.

Condensed Consolidated Statement of Cash Flows

(Unaudited)

(Amounts in thousands)

 

     Nine Months Ended
September 30,
 
     2012     2011  

Cash Flows from Operating Activities:

    

Net loss

   $ (44,498   $ (30,380

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation, depletion and amortization

     34,878       11,052  

Deferred tax expense (benefit)

     (15,849     23,052  

Unrealized (gains) losses on derivatives

     3,100       (13,820

Amortization of loan costs and discount

     5,596       8,802  

Non-cash interest expense

     6,632       8,611  

Loss on early extinguishment of debt

     21,661       —    

Other

     9,412       1,602  

Changes in operating assets and liabilities:

    

Decrease in receivables

     3,968       3,589  

(Increase) decrease in other current assets

     (5,605     (4,848

Increase (decrease) in liabilities

     (47,453     50,530  
  

 

 

   

 

 

 

Net Cash Provided by (Used in) Operating Activities

     (28,158     58,495   

Cash Flows From Investing Activities:

    

Capital expenditures

     (138,628     (66,329

Acquisitions, net of cash acquired

     (226,401     (20,068

Repayment of note receivables from affiliates

     —         —    

(Increase) decrease in restricted cash

     (128     31,726  
  

 

 

   

 

 

 

Net Cash Used in Investing Activities

     (365,157     (54,671

Cash Flows From Financing Activities:

    

Repayments of borrowings

     (242,065     (1,388

Borrowings under debt agreements, net of debt discount

     615,000        75,000  

Payments for early extinguishment of debt

     (7,248     —    

Financing costs paid

     (6,191     (5,313
  

 

 

   

 

 

 

Net Cash Provided by Financing Activities

     359,496        68,299   

Net Increase (Decrease) in Cash and Cash Equivalents

     (33,819     72,123  

Cash and Cash Equivalents, Beginning of Period

     103,085       98,558  
  

 

 

   

 

 

 

Cash and Cash Equivalents, End of Period

   $ 69,266     $ 170,681  
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

4


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

Note 1 – General

Endeavour International Holding B.V. is an independent oil and gas company engaged in the exploration, development, production and acquisition of energy reserves in the U.K. As used in these Notes to Consolidated Financial Statements, the terms “EIHBV”, “we”, “us”, “our” and similar terms refer to Endeavour International Holdings B.V. and, unless the context indicates otherwise, its consolidated subsidiaries. EIHBV was incorporated in The Netherlands in 2005 and is a wholly-owned subsidiary of Endeavour International Corporation (“EIC”). The accompanying financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2011.

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles and have been presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These accounting principles require management to use estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and revenues and expenses during the reporting period. Management reviews its estimates, including those related to the determination of proved reserves, estimates of future dismantlement costs, income taxes and litigation. Actual results could materially differ from those estimates. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included in these financial statements. Certain amounts for prior periods have been reclassified to conform to the current presentation.

Management believes that it is reasonably possible that the following material estimates affecting the financial statements could change in the coming year:

 

  proved oil and gas reserves,

 

  expected future cash flow from proved oil and gas properties,

 

  future dismantlement and restoration costs,

 

  fair values used in purchase accounting; and

 

  fair value of derivative instruments.

New Accounting Developments

On January 1, 2012, we adopted the following accounting standards:

 

   

Fair Value - In May 2011, the Financial Accounting Standards Board (the “FASB”) issued an accounting standard on fair value measurements that clarified the application of existing guidance and disclosure requirements, changed certain fair value measurement principles and required additional disclosures about fair value measurements.

 

5


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

  Comprehensive Income - In June 2011, the FASB issued guidance impacting the presentation of comprehensive income. The guidance eliminated the option to report components of other comprehensive income in the statement of changes in equity or in a footnote to the financial statements.

 

  Goodwill - In September 2011, the FASB amended the previously issued guidance on testing goodwill for impairment. The revised guidance provides entities with an option of performing a qualitative assessment prior to calculating the fair value of the reporting unit.

The adoption of each of these standards did not have a material impact on our financial position or results of operations.

Note 2 Acquisitions

On December 23, 2011, we entered into a Sale and Purchase Agreement (the “Purchase Agreement”), through our wholly owned subsidiary Endeavour Energy UK Limited (“EEUK”), with ConocoPhillips (U.K.) Limited, ConocoPhillips Petroleum Limited and ConocoPhillips (U.K.) Lambda Limited, subsidiaries of ConocoPhillips (collectively, the “Sellers”), to acquire their interest in three producing U.K. oil fields in the Central North Sea for $330 million (the “COP Acquisition”).

On May 31, 2012, we closed a portion of the COP Acquisition consisting of an additional 23.43% interest in the Alba field increasing our total working interest in the Alba field to 25.68%. The Alba field portion of the COP Acquisition was closed for aggregate cash consideration of approximately $219.6 million.

Upon the closing of the Alba field portion of the COP acquisition, the net proceeds from the offering of our Senior Notes due 2018 were released from escrow. We used approximately $205 million of the net proceeds from the sale of the notes together with approximately $14 million of borrowings under our revolving credit facility (the “Revolving Credit Facility”) with Cyan Partners, LP (“Cyan”), as administrative agent and the other lenders party thereto, to fund the cash consideration for the acquisition of the Alba Property. Additional information on these related financing transactions is discussed in Note 4.

The acquisition of the additional interest in the Alba field was accounted for using the business combination method. The following summarizes the preliminary allocation of the purchase price for the Alba field portion of the COP Acquisition:

 

6


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Purchase price

   $  255,400  

Purchase price adjustments for estimated after-tax cash flows from the acquired asset and interest costs from economic date of January 1, 2011 to closing

     (35,823
  

 

 

 

Total purchase price

   $ 219,577  
  

 

 

 

Allocation of purchase price: Property and equipment

   $ 189,442  

Goodwill

     47,087  

Current assets

     24,336  

Current liabilities

     (12,715

Deferred tax liability

     (11,831

Other long-term liabilities

     (16,742
  

 

 

 

Total purchase price

   $ 219,577  
  

 

 

 

Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from assets acquired that could not be individually identified and separately recognized.

The purchase price allocation is based on a preliminary assessment of the fair value of the assets acquired and liabilities assumed in the Alba field portion of the COP Acquisition. The assessments of the fair values of oil and gas properties acquired were based on projections of expected future net cash flows, discounted to present value. These estimates are subject to change as additional information becomes available and is assessed by EIC.

The following table sets forth unaudited pro forma condensed combined financial and operating data which are presented to give effect to the Alba acquisition as if it had occurred January 1, 2011. The information does not purport to be indicative of actual results, if any of these transactions had been in effect for the periods indicated, or future results.

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2012     2011     2012     2011  

Revenues

   $ 80,726     $ 70,046     $ 188,548     $ 227,608  

Net income (loss) to common shareholders

   $ (14,890   $ (24,749   $ (56,564   $ (32,979

Revenues and income from operations associated with the acquired interest in the Alba field for the period from May 31, 2012 through September 30, 2012 were $62.1 million and $0.6 million, respectively.

 

7


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Note 3 – Property and Equipment

Property and equipment included the following at the dates indicated below:

 

     September 30,
2012
    December 31,
2011
 

Oil and gas properties under the full cost method:

    

Subject to amortization

   $ 673,257     $ 429,246  

Not subject to amortization:

    

Incurred in 2012

     128,624       —    

Incurred in 2011

     98,051       99,794  

Incurred in 2010

     10,007       14,101  

Incurred prior to 2010

     48,021       69,215  
  

 

 

   

 

 

 
     957,960       612,356  

Computers, furniture and fixtures

     5,522       3,232  
  

 

 

   

 

 

 

Total property and equipment

     963,482       615,588  

Accumulated depreciation, depletion and amortization

     (223,425     (194,131
  

 

 

   

 

 

 

Net property and equipment

   $ 740,057     $ 421,457  
  

 

 

   

 

 

 

The costs not subject to amortization relate to unproved properties and properties being made ready to be placed into service, which are excluded from amortizable capital costs until it is determined whether or not proved reserves can be assigned to such properties. We expect acquisition costs excluded from amortization to be transferred to the amortization base over the next five years due to a combination of well performance and results of infield drilling relating to currently producing assets and the drilling and development of identified projects acquired. We expect exploration costs not subject to amortization to be transferred to the amortization base over the next three years as development plans are completed and production commences on existing discoveries, including the Rochelle project. We capitalized $7.7 million and $2.5 million in interest related to drilling, development and exploration activities for the quarters ended September 30, 2012 and 2011, respectively. For the nine months ended September 30, 2012 and 2011, we capitalized $18.1 million and $6.3 million, respectively, in interest related to exploration and development.

We did not have an impairment of oil and gas properties through the application of the full cost ceiling test at the end of the third quarter 2012, which utilized prices of $110.17 per barrel for oil and $8.65 per Mcf for gas.

 

8


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Note 4 – Debt Obligations

At September 30, 2012, we had $183.2 million in outstanding debt. Our debt consisted of the following at September 30, 2012 and December 31, 2011:

 

     September 30,
2012
    December 31,
2011
 

Senior term loan, 15% fixed rate, due 2013

   $ —       $ 240,349  

Convertible bonds, 11.5% until March 31, 2014 and 7.5% thereafter, due 2016

     68,072       62,523  

Revolving credit facility, 13% fixed rate, due 2013

     115,163       —    
  

 

 

   

 

 

 
     183,235       302,872  

Less: debt discount

     (2,211     (2,506

Less: current maturities

     —         (2,350
  

 

 

   

 

 

 

Long-term debt

   $ 181,024     $ 298,016  
  

 

 

   

 

 

 

Standby letters of credit outstanding for abandonment liabilities

   $ —       $ 31,724  
  

 

 

   

 

 

 

Revolving Credit Facility

On April 12, 2012, we entered into a $100 million Credit Agreement (the “Revolving Credit Facility”), with Cyan, as administrative agent, and borrowed $40 million. The Revolving Credit Facility matures on October 12, 2013.

Prior to the termination of the Senior Term Loan, the closing of the COP Acquisition and certain other conditions, borrowings under the Revolving Credit Facility were limited to $40 million and incurred interest at a rate of 12% per year, with an additional 3% payment-in-kind. After the termination of the Senior Term Loan and the closing of the COP Acquisition, borrowings under the Revolving Credit Facility bear interest at a rate of 13% per year.

On May 31, 2012, we entered into a First Amendment to the Revolving Credit Facility, providing for an increase in the amount available for borrowing under the Revolving Credit Facility from $40 million to $100 million upon closing of the acquisition of the Alba field portion of the COP Acquisition. In connection with the closing of the acquisition of the Alba property, we drew down the additional $60 million available for borrowing. The First Amendment to the Revolving Credit Facility contained certain amendments allowing us to enter certain reimbursement agreements discussed in Note 12.

On September 27, 2012, we increased the amount available for borrowing under the Revolving Credit Facility to $125 million. In connection with the increase, we agreed to pay a fee of $1.25 million to Cyan Partners, LP. The Founding Partner and Chief Investment Officer of Cyan Partners, LP is a member of EIC’s Board of Directors.

 

9


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

On September 28, 2012, we borrowed an additional $15 million under the Revolving Credit Facility.

11.5% Convertible Bonds

Our 11.5% Convertible Bonds bear interest at a rate of 11.5% per annum. Interest is compounded quarterly and added to the outstanding principal balance each quarter. The bonds are convertible into shares of our common stock at an initial conversion price of $16.52 per $1,000 of principal, which represents a conversion rate of approximately 61 shares of our common stock per $1,000 of principal.

Senior Term Loan

In August 2010, we entered into a credit agreement with Cyan, as administrative agent, and various lenders for a senior term loan, in the aggregate amount of $150 million, which was subsequently increased to $235 million (the “Senior Term Loan”).

On May 31, 2012, we used approximately $255 million of the net proceeds from an unsecured revolving loan with affiliates (see Note 5 for additional discussion) to repay all amounts outstanding under Senior Term Loan. This repayment included a prepayment fee of approximately $7 million. Following the repayment, the Senior Term Loan was terminated and all of the liens on the collateral securing our obligations were released.

Guarantees

On February 23, 2012, EIC, the company’s ultimate parent company, entered into an Indenture (the “First Priority Indenture”) with the subsidiary guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “First Priority Trustee”) and collateral agent, relating to the issuance and sale of $350,000,000 in aggregate principal amount of EIC’s 12% First Priority Notes due 2018 (the “First Priority Notes”), subsequently increased by an additional $54 million aggregate principal amount.

Also on February 23, 2012, EIC concurrently entered into an Indenture (the “Second Priority Indenture,” and together with the First Priority Indenture, the “Indentures”) with the Guarantors, Wilmington Trust, National Association, as trustee (the “Second Priority Trustee,” and together with the First Priority Trustee, the “Trustees”), and Wells Fargo Bank, National Association, as collateral agent, relating to the issuance and sale of $150,000,000 in aggregate principal amount of EIC’s 12% Second Priority Notes due 2018 (the “Second Priority Notes,” and together with the First Priority Notes, the “2018 Notes”).

The First Priority Notes and related guarantees are secured by first-priority liens on (1) 65% of our capital stock and all of EIC’s future first-tier foreign subsidiaries and (2) the EOC Intercompany Loan and all future intercompany indebtedness owing by any of the EIC’s foreign subsidiaries to EIC or any of its domestic subsidiaries (collectively, the “Collateral”). The Second Priority Notes and related guarantees are secured by second priority liens on the Collateral.

 

10


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

The Indentures restrict the Company’s and its restricted subsidiaries’ ability to: (i) pay distributions or repurchase or redeem the Company’s capital stock or subordinated debt; (ii) make certain investments; (iii) incur additional indebtedness (iv) create or incur certain liens; (v) sell assets; (vi) consolidate, merge or transfer all or substantially all of the Company’s assets; (vii) enter into agreements that restrict distributions from the Company’s restricted subsidiaries to the Company; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, including that certain of the covenants will be terminated if at any time no default has occurred and is continuing and either series of the 2018 Notes, as applicable, receives an investment grade rating from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc.

Fair Value

The fair value of our outstanding debt obligations was $179 million and $284 million at September 30, 2012 and December 31, 2011, respectively. The fair values of long-term debt were determined based an income approach, using a credit adjusted discount rate at the reporting date, and classified as Level 3 in the fair value hierarchy.

Note 5 – Amounts due to/from Affiliates

Our amounts due (to) from affiliates consisted of the following at the dates indicated below:

 

     September 30,
2012
     December 31,
2011
 

Assets:

     

Working capital payables due from affiliates

   $ 70,566      $ 11,142  

Note receivables due from affiliates

     —          57,250  
  

 

 

    

 

 

 
   $ 70,566      $ 68,392  
  

 

 

    

 

 

 

Liabilities:

     

Working capital payables due to affiliates

   $ 21,380      $ 45,715  

Note payables due to affiliates

     599,000        99,000  
  

 

 

    

 

 

 
   $ 620,380      $ 144,715  
  

 

 

    

 

 

 

Notes Receivable due from Affiliates

On January 1, 2010, we executed an unsecured revolving loan facility (the “EOC Note Receivable”) with a group undertaking, Endeavour Operating Corporation (“EOC”), the parent company of Endeavour International Holding BV, as borrower. The EOC Note Receivable has a principal amount of $100 million, of which $57.3 million was outstanding at December 31, 2011. The EOC Note Receivable was repaid in full in the second quarter of 2012.

 

11


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Notes Payable due to Affiliates

We have a $250 million unsecured Revolving Loan Facility Agreement with EOC, which matures December 31, 2013. We may borrow up to the maximum principal amount of the facility, at the discretion of EOC. Subject to EOC’s approval, we may repay the loan at any time prior to its maturity. At September 30, 2012 and December 31, 2011, the company owed $99 million to EOC pursuant to this loan.

On May 31, 2012, we entered into a $550 million unsecured Revolving Intercompany Loan Agreement with EOC (“EOC Intercompany Loan”) in conjunction with the repayment of the Senior Term Loan and the closing of the Alba field portion of the COP Acquisition. We may borrow up to the maximum principal amount of the facility, at the discretion of EOC. At September 30, 2012, we had $500 million outstanding under the facility. We may drawdown one or more advances, subject to approval by EOC, and may repay any advance, in whole or in part, at any time prior to its maturity, December 31, 2017.

Interest will be paid semi-annually at a rate consistent with EIC’s weighted average cost of funds, as determined by EOC. This rate is determined on each semi-annual interest payment date. As of September 30, 2012, the interest rate was 12% per annum.

Note 6 – Income Taxes

Our income tax expense relates primarily to our operations in the U.K., including current tax expense (benefit) related to Petroleum Revenue Tax on our Alba field in the U.K. of 50%. During July 2011, the U.K. government enacted an increase in the supplemental corporate tax rate due to a tax law change that raised the existing supplementary charge on profits from North Sea oil and gas production from 20% to 32%, in addition to the U.K. corporate tax of 30%.

For 2011 and the first quarter of 2012, we determined our tax expense utilizing our estimated annual effective tax rate. Due to the significant impact of closing the Alba field portion of the COP Acquisition during the second quarter of 2012 on the estimated annual effective tax rate, management has determined that an estimated annual effective tax rate is not reliable for the current interim reporting period and is recording income taxes using the actual tax rate for the year-to-date results.

During July 2012, the U.K. government enacted legislation (retroactive to March 2012) to limit deductions related to decommissioning expenditures to 20% for supplemental tax, in addition to the U.K. corporate tax of 30%. Therefore, total relief available for decommissioning is 50%. The increase in tax expense as a result of this enactment was $8.4 million.

 

12


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Note 7 – Asset Retirement Obligations

Our asset retirement obligations relate to obligations for the future plugging and abandonment of oil and gas properties. The following table provides a rollforward of our asset retirement obligations for the nine months ended September 30, 2012:

 

     Nine Months Ended
September 30,
 
     2012  

Carrying amount of asset retirement obligations as of beginning of period

   $ 46,972  

Accretion expense (included in DD&A expense)

     5,584  

Impact of foreign currency exchange rate changes

     2,951  

Payment of asset retirement obligations

     (7,838

Liabilities incurred

     17,262  
  

 

 

 

Carrying amount of asset retirement obligations as of end of period

     64,931  

Less: Current portion

     (8,051
  

 

 

 

Long-term asset retirement obligations

   $ 56,880  
  

 

 

 

Note 8 – Stock-Based Compensation Arrangements

EIC grants restricted stock, stock options and performance-based share awards to our employees and directors as incentive compensation. This stock-based compensation generally vests over three years and EIC bills us for its cost of the awards over the vesting schedule. Stock-based compensation is recorded in general and administrative (“G&A”) expenses or capitalized G&A as follows:

 

     Three Months Ended
September  30,
     Nine Months Ended
September  30,
 
     2012      2011      2012      2011  

G & A Expenses

   $ 61      $ 61      $ 206      $ 169  

Capitalized G & A

     89        53        289        136  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 150      $ 114      $ 495      $ 305  
  

 

 

    

 

 

    

 

 

    

 

 

 

At September 30, 2012, total compensation cost related to awards not yet recognized was approximately $1.3 million and is expected to be recognized over a weighted average period of less than three years.

 

13


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Note 9 – Fair Value Measurements

We measure the fair value of financial assets and liabilities on a recurring basis, defining fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value is based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes not only the credit standing of counterparties involved and the impact of credit enhancements but also the impact of our own nonperformance risk on our liabilities. Fair value measurements are classified and disclosed in one of the following categories:

 

Level 1: Fair value is based on actively-quoted market prices, if available.

 

Level 2: In the absence of actively-quoted market prices, we seek price information from external sources, including broker quotes and industry publications. Substantially all of these inputs are observable in the marketplace during the entire term of the instrument, derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

 

Level 3: If valuations require inputs that are both significant to the fair value measurement and less observable from objective sources, we must estimate prices based on available historical and near-term future price information and certain statistical methods that reflect our market assumptions.

We apply fair value measurements to certain assets and liabilities including commodity derivative instruments and embedded derivatives relating to conversion and change in control features in certain of our debt instruments. We seek to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following table summarizes the valuation of our investments and financial instruments by pricing levels as of September 30, 2012 and December 31, 2011:

 

14


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

     Quoted Market Prices
in Active  Markets -
Level 1
     Significant Other
Observable Inputs -

Level 2
     Significant
Unobservable Inputs

Level - 3
    Total
Fair Value
 

As of September 30, 2012:

          

Oil and gas puts

   $ —        $ 101      $ 3     $ 104  

Embedded derivatives

     —          —          (13,420     (13,420
  

 

 

    

 

 

    

 

 

   

 

 

 

Total derivative assets (liabilities)

   $ —        $ 101      $ (13,417   $ (13,316
  

 

 

    

 

 

    

 

 

   

 

 

 

As of December 31, 2011:

          

Oil and gas puts

   $ —        $ 1,038      $ 209     $ 1,247  

Embedded derivatives

     —          —          (13,740     (13,740
  

 

 

    

 

 

    

 

 

   

 

 

 

Total derivative assets (liabilities)

   $ —        $ 1,038      $ (13,531   $ (12,493
  

 

 

    

 

 

    

 

 

   

 

 

 

Our commodity derivative contracts were measured using income approach models that consider various inputs including current market and contractual prices for the underlying instruments, quoted forward prices for natural gas and crude oil, volatility factors and interest rates, such as a LIBOR curve for a similar length of time as the derivative contract term. The inputs for the fair value models for our oil puts were all observable market data and these instruments have been classified as Level 2. Although we utilized the same option pricing models to assess the fair values of our gas puts, an active futures market does not exist for our U.K. gas derivatives. We based the inputs to the option models for our U.K. gas derivatives on observable market data in other markets to verify the reasonableness of the counterparty quotes. These U.K. gas derivatives are classified as Level 3.

We use a derivative valuation model to derive the value of our embedded derivative features. Key inputs into this valuation model are EIC’s current stock price, risk-free interest rates, the stock volatility and our implied credit spread. The first three aforementioned inputs are based on observable market data and are considered Level 2 inputs while the last two aforementioned inputs are unobservable and thus require management’s judgment and are considered Level 3 inputs. A decrease or increase in the implied credit spread of 5% would increase or decrease, respectively, the liability by approximately $2 million. A similar 5% decrease or increase in the stock volatility has an inverse effect to the change in the liability and would result in an approximately $2 million decrease or increase, respectively. The fair value measurement is considered a Level 3 measurement within the fair value hierarchy.

The following is a reconciliation of changes in fair value of net derivative assets and liabilities classified as Level 3:

 

15


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

     Nine Months Ended
September 30,
 
     2012     2011  

Balance at beginning of period

   $ (13,531   $ (27,018

Realized and unrealized gains (losses) included in earnings

     114       14,976  
  

 

 

   

 

 

 

Balance at end of period

   $ (13,417   $ (12,042
  

 

 

   

 

 

 

Changes in unrealized gains (losses) relating to derivatives assets and liabilities still held at the end of the period

   $ 114     $ 14,976  
  

 

 

   

 

 

 

Note 10 – Derivative Instruments

From time to time, we may utilize derivative financial instruments to hedge cash flows from operations or to hedge the fair value of financial instruments. We may use derivative financial instruments with respect to a portion of our oil and gas production or a portion of our variable rate debt to achieve a more predictable cash flow by reducing our exposure to price fluctuations. These transactions are likely to be swaps, collars or options and to be entered into with major financial institutions or commodities trading institutions. Derivative financial instruments are intended to reduce our exposure to declines in the market prices of crude oil and natural gas that we produce and sell, or to increases in interest rates and to manage cash flows in support of our annual capital expenditure budget. We also have embedded derivatives related to our debt instruments.

The fair market value of these derivative instruments is included in our balance sheet as follows for the periods indicated:

 

     September 30,
2012
    December 31,
2011
 

Derivatives not designated as hedges:

    

Oil and gas commodity derivatives:

    

Assets:

    

Prepaid expenses and other current assets

   $ 104     $ 1,247  

Embedded derivatives related to debt and equity instruments:

    

Liabilities:

    

Other liabilities - long-term

   $ (13,420   $ (13,740

If all counterparties failed to perform, our maximum loss would have been $0.1 million as of September 30, 2012.

The effect of the derivatives not designated as hedges on our results of operations was as follows for the periods indicated:

 

16


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2012     2011      2012     2011  

Derivatives not designated as hedges:

         

Oil and gas commodity derivatives

         

Unrealized gains (losses)

   $ (1,515 )   $ 538       $ (3,420 )   $ 1,850   
  

 

 

   

 

 

    

 

 

   

 

 

 
     (1,515 )     538         (3,420 )     1,850   

Embedded derivatives related to debt and equity instruments

         

Unrealized gains (losses)

   $ (990 )   $ 14,950       $ 320      $ 15,670   
  

 

 

   

 

 

    

 

 

   

 

 

 

As of September 30, 2012, our outstanding commodity derivatives covered approximately 306 Mbbls of oil and 98 MMcf of natural gas cumulative through the end of 2012 and consisted of seven oil and two natural gas option contracts with three major counterparties.

Note 11 – Supplemental Cash Flow Information

Cash paid during the period for interest and income taxes was as follows:

 

     Nine Months Ended September 30,  
     2012      2011  

Interest paid

   $ 25,766      $ 16,560  
  

 

 

    

 

 

 

Income taxes paid

   $ 2,405      $ 7,765  
  

 

 

    

 

 

 

Note 12 – Commitments and Contingencies

Reimbursement Agreements

During the second quarter of 2012, we entered into two reimbursement agreements related to abandonment liabilities for certain of our U.K. oil and gas properties. Under these agreements, unaffiliated third parties pledged cash to secure letters of credit covering certain of our abandonment liabilities and we agreed to reimburse the pledged cash in the event that the letters of credit are drawn and pledged cash is utilized to satisfy the commitment. We have no cash collateral associated with the reimbursement agreements and the commitments under the reimbursement agreements are not recorded as liabilities. The associated abandonment obligations are recorded in other long-term liabilities as part of our asset retirement obligations.

 

17


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Fees and expenses related to the reimbursement agreements are included in other expenses on our condensed consolidated statement of operations.

One of the reimbursement agreements, covering approximately $33 million relates to our decommissioning obligations at the Ivanhoe, Rob Roy, Hamish (collectively, “IVRRH”), Renee and Rubie fields where we are currently paying certain asset retirement costs (the “Initial IVRRH Reimbursement Agreement”). We pay a fee of 11.5% per year, computed based on the outstanding amount of each letter of credit (capitalized quarterly and payable upon release of the letters of credit). We are also required to pay a fee equal to 1% of the outstanding letters of credit on May 22, 2013 (the expiration date of the letters of credit). If we have not obtained replacement letters of credit before the expiration date of the letters of credit, then we must reimburse the pledgor for all amounts pledged. Concurrent with the issuance of the Initial IVRRH Reimbursement Agreement, the restrictions on our previously restricted cash were removed, the cash was returned to us, and our letter of credit facility agreement was extinguished. We unconditionally guarantee the obligations under the Initial IVRRH Reimbursement Agreement, but our reimbursement obligations are unsecured. In connection with the Initial IVRRH Reimbursement Agreement, EIC issued warrants to purchase two million shares of EIC’s common stock, with an exercise price of $10.50 per share, to the investors.

Subsequent to September 30, 2012, we replaced the Initial IVRRH Reimbursement Agreement with a similar facility. See Note 13 for additional explanation.

The second reimbursement agreement covers approximately $120 million related to our decommissioning obligations for the Alba field (the “Alba Reimbursement Agreement”). We pay a fee of 13% per year, payable quarterly, computed based on the outstanding amount of each letter of credit. We have agreed to procure the release of the pledged cash securing the letter of credit on or before December 31, 2013 (the expiration date of the letter of credit). In addition, our obligations under the Alba Reimbursement Agreement are secured on a pari passu basis with our obligations under the Revolving Credit Facility by a first lien on substantially all of our assets. As of September 30, 2012, we do not expect to begin decommissioning activities for the Alba field for many years. The timing of decommissioning activities will be determined by the ultimate performance and life of the reservoir.

The letters of credit supporting our abandonment liabilities expire during 2013. Upon expiration, we may either enter into new facilities or pledge our own cash to secure new letters of credit for our abandonment liabilities. We are engaged in the bank syndication process to put a new revolving credit facility in place that will encompass both our existing Revolving Credit Facility and replace the Alba Reimbursement Agreement at an appropriate time in the future.

Note 13 – Subsequent Events

On December 14, 2012, the Purchase Agreement relating to the acquisition of interests in the MacCulloch and Nicol fields was terminated. As previously disclosed, the Company paid a $10 million deposit in connection with the acquisition of the interests in MacCulloch and Nicol, which ConocoPhillips is entitled to retain.

 

18


Endeavour International Holding B.V.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in tables in thousands, except per unit data)

 

Although the Purchase Agreement has been terminated, the Company remains open and intends to continue pursuing informal talks with the parties in pursuit of an agreement that would allow the transaction to close on terms acceptable to all parties. No assurance can be given, however, that any agreement can be reached.

The Initial IVRRH Reimbursement Agreement was terminated in January 2013 and replaced with a second reimbursement agreement covering the same amount of decommissioning obligations and matures in July 2014 (the “Second IVRRH Reimbursement Agreement”). The Second IVRRH Reimbursement Agreement provides that we must pay a quarterly fee computed at a rate of 9% per year on the outstanding amount of each letter of credit, along with an initial fee equal to 1% on the initial outstanding amount of each letter of credit and a fee of 2% on the outstanding amount of each letter of credit upon termination. In addition, we agree a fee equal to 0.65% per year of the aggregate balance of any outstanding letters of credit. We unconditionally guarantee the obligations under the Second IVRRH Reimbursement Agreement, but our reimbursement obligations are unsecured. In connection with the Second IVRRH Reimbursement Agreement, EIC issued warrants to purchase one million shares of EIC’s common stock, with an exercise price of $7.31 per share, to the investor.

 

19