EX-99.2 18 d464573dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Endeavour Energy UK Limited

We have audited the accompanying consolidated balance sheet of Endeavour Energy UK Limited and subsidiary as of December 31, 2012 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Endeavour Energy UK Limited and subsidiary at December 31, 2012 and the consolidated results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Houston, Texas

March 18, 2013


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Endeavour Energy UK Limited:

We have audited the accompanying consolidated balance sheet of Endeavour Energy UK Limited and subsidiary as of December 31, 2011 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Endeavour Energy UK Limited and subsidiary as of December 31, 2011, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

(signed) KPMG LLP

Houston, Texas

January 24, 2013, except for Note 2 and 10, as to which date is March 18, 2013


Endeavour Energy UK Limited

Consolidated Balance Sheets

(Amounts in thousands)

 

     December 31,  
     2012      2011  
Assets   

Current Assets:

     

Cash and cash equivalents

   $ 31,311      $ 103,031  

Restricted cash

     128        —    

Accounts receivable

     43,356        4,508  

Current receivables due from affiliates

     121,751        60,864  

Prepaid expenses and other current assets

     20,487        17,711  
  

 

 

    

 

 

 

Total Current Assets

     217,033        186,114  

Property and Equipment, Net ($273,298 and $183,110 not subject to amortization at 2012 and 2011, respectively)

     910,749        421,457  

Goodwill

     262,764        211,886  

Long-term receivables due from affiliates

     —          57,250  

Other Assets

     16,357        17,600  
  

 

 

    

 

 

 

Total Assets

   $ 1,406,903      $ 894,307  
  

 

 

    

 

 

 

See accompanying notes to consolidated financial statements.

 

3


Endeavour Energy UK Limited

Consolidated Balance Sheets

(Amounts in thousands)

 

     December 31,  
     2012     2011  
Liabilities and Stockholders’ Equity   

Current Liabilities:

    

Accounts payable

   $ 57,531     $ 44,620  

Current liabilities due to affiliates

     96,882       105,920  

Current maturities of debt

     15,713       2,350  

Accrued expenses and other

     60,970       10,862  
  

 

 

   

 

 

 

Total Current Liabilities

     231,096       163,752  

Long-Term Debt

     99,450       237,999  

Long-Term Liabilities due to Affiliates

     500,000       —    

Deferred Taxes

     141,887       108,762  

Other Liabilities

     139,728       44,894  
  

 

 

   

 

 

 

Total Liabilities

     1,112,161       555,407  

Commitments and Contingencies

    

Stockholders’ Equity:

    

Common stock; shares issued and outstanding - 1,400 and 1,400 shares at 2012 and 2011, respectively

     —         —    

Additional paid-in capital

     342,846       342,846  

Accumulated deficit, as adjusted

     (48,104     (3,946
  

 

 

   

 

 

 

Total Stockholders’ Equity

     294,742       338,900  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 1,406,903     $ 894,307  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

4


Endeavour Energy UK Limited

Consolidated Statement of Operations

(Amounts in thousands)

 

     Year Ended December 31,  
     2012     2011     2010  

Revenues

   $ 207,181     $ 41,754     $ 60,501  

Cost of Operations:

      

Operating expenses

     51,568       8,622       11,086  

Depreciation, depletion and amortization

     57,961       14,988       22,692  

General and administrative

     8,479       4,756       4,195  
  

 

 

   

 

 

   

 

 

 

Total Expenses

     118,008       28,366       37,973  
  

 

 

   

 

 

   

 

 

 

Income From Operations

     89,173       13,388       22,528  
  

 

 

   

 

 

   

 

 

 

Other Income (Expense):

      

Derivatives:

      

Realized gains (losses)

     —         —         (11,753

Unrealized gains (losses)

     (3,524     (3,050     10,943  

Interest expense

     (60,735     (30,990     (22,676

Letter of credit fees

     (21,903     —         —    

Loss on early extinguishment of debt

     (21,661     —         —    

Gain on sale of reserves in place

     —         —         87,171  

Interest income and other

     (4,309     10,847       3,946  
  

 

 

   

 

 

   

 

 

 

Total Other Income (Expense)

     (112,132     (23,193     67,631  
  

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

     (22,959     (9,805     90,159  

Income Tax Expense

     21,199       27,042       345  
  

 

 

   

 

 

   

 

 

 

Net Income (Loss)

   $ (44,158   $ (36,847   $ 89,814  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

5


Endeavour Energy UK Limited

Consolidated Statement of Cash Flows

(Amounts in thousands)

 

      Year Ended December 31,  
     2012     2011     2010  

Cash Flows from Operating Activities:

      

Net income (loss)

   $ (44,158   $ (36,847   $ 89,814  

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

      

Depreciation, depletion and amortization

     57,961       14,988       22,692  

Deferred tax expense (benefit)

     (10,597     21,116       (2,388

Unrealized (gains) losses on derivatives

     3,524       3,050       (10,943

Gain on sales of reserves in place

     —         —         (87,171

Amortization of loan costs and discount

     6,745       9,662       5,499  

Non-cash interest expense

     1,823       5,953       1,771  

Loss on early extinguishment of debt

     21,661       —         —    

Other

     14,910       1,495       (2,375

Changes in operating assets and liabilities:

      

(Increase) decrease receivables

     (25,813     1,066       7,561  

(Increase) decrease prepaids

     8,631       (16,384     (1,013

Increase (decrease) in liabilities

     (21,754     12,691       64,838  
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     12,933       16,790       88,285  

Cash Flows From Investing Activities:

      

Capital expenditures

     (207,131     (86,503     (57,972

Acquisitions, net of cash acquired

     (236,482     (25,048     (1,184

Issuance of note receivable to affiliates

     —         —         (57,250

Proceeds from sales, net of cash

     1,407       —         108,316  

Change in restricted cash

     (128     31,726       (31,347
  

 

 

   

 

 

   

 

 

 

Net cash (used in) investing activities

     (442,334     (79,825     (39,437

Cash Flows From Financing Activities:

      

Repayments of borrowings

     (124,658     (1,975     (201,565

Borrowings under debt agreements, net of debt discount

     —         75,000       185,000  

Borrowings from affiliates

     500,000       —         —    

Proceeds from issuance of common stock

     —         —         65,996  

Financing costs paid

     (10,413     (5,475     (26,590

Other financing

     (7,247     —         —    
  

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

     357,681       67,550       22,841  

Net increase (decrease) in cash

     (71,720     4,515       71,689  

Cash and Cash Equivalents, Beginning of Period

     103,031       98,516       26,827  
  

 

 

   

 

 

   

 

 

 

Cash and Cash Equivalents, End of Period

   $ 31,311     $ 103,031     $ 98,516  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

6


Endeavour Energy UK Limited

Consolidated Statement of Stockholders’ Equity

(Amounts in thousands)

 

     Common
Stock
     Additional
Paid-In
Capital
     Retained
Earnings
(Deficit)
    Total
Stockholders’
Equity
 

Balance, January 1, 2010

   $ —        $ 181,168      $ (56,913   $ 124,255  

Common stock issuance

     —          161,678        —         161,678  

Net Income

     —          —          89,814       89,814  
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance, December 31, 2010

   $ —        $ 342,846      $ 32,901     $ 375,747  
  

 

 

    

 

 

    

 

 

   

 

 

 

Net Loss

     —          —          (36,847     (36,847
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance, December 31, 2011

   $ —        $ 342,846      $ (3,946   $ 338,900  
  

 

 

    

 

 

    

 

 

   

 

 

 

Net Loss

     —          —          (44,158     (44,158
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance, December 31, 2012

   $ —        $ 342,846      $ (48,104   $ 294,742  
  

 

 

    

 

 

    

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

7


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

Note 1 – General

Description of Business

Endeavour Energy UK Limited 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 “EEUK”, “we”, “us”, “our” and similar terms refer to Endeavour Energy UK Limited and, unless the context indicates otherwise, its consolidated subsidiaries. EEUK was incorporated in England and Wales and is a wholly-owned subsidiary of Endeavour International Corporation (“EIC”).

2013 Liquidity and Capital Resources

As of December 31, 2012, we had $115 million in outstanding indebtedness to third parties and $500 million in outstanding indebtedness to affiliates. Being highly leveraged, servicing our debt and other long-term obligations will continue to require a significant portion of our cash flow from operations and available cash on hand. The combination of these debt servicing requirements, capital expenditures and the delay in cash flow resulting from the Rochelle mechanical issues may exceed the cash flow from our current operations. Ultimately, our primary uses and sources of financial resources will be impacted by the outcome of our strategic review.

During 2013, our primary uses of financial resources are expected to be:

 

   

our capital expenditures, primarily related to our drilling activities at our Alba, Bacchus and Rochelle fields in the U.K.; and

 

   

interest payments on existing credit facilities and payments in support of our reimbursement agreements covering our abandonment obligations.

We believe we will be able to fund operations for the foreseeable future including our capex and other expenditure requirements based on our projections of funds generated from operations, cash available and existing sources of financing. Since year-end 2012, we have also completed several transactions to improve our liquidity position and extended the maturities of some of our debt and other obligations. The completion of these recent financing activities are designed to provide sufficient liquidity to bring the Rochelle development on line, drill a third well at Bacchus and allow sufficient time for a thoughtful and disciplined strategic review process. These transactions include:

 

   

extending or replacing reimbursement agreements covering certain of our abandonment liabilities in the U.K. which would have expired in 2013;

 

   

entering into a forward sale agreement;

 

   

entering into a sale and purchase agreement providing for the sale and purchase of a production payment; and

 

   

extending the maturity of a majority of the commitments under our revolving credit facility.

 

8


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

If we are unable to meet any short-term liquidity needs out of cash on hand, we would attempt to refinance debt, sell forward our production, sell assets, issue debt or equity or perform any other alternatives resulting from our strategic review.

Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) 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. 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.

These accounting principles require management to use estimates, judgments and assumptions that affect the amounts of assets, liabilities, revenues and expenses reported herein. While management regularly reviews its estimates, actual results could differ from those estimates.

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

 

   

estimates of proved oil and gas reserves,

 

   

estimates as to the expected future cash flow from proved oil and gas properties,

 

   

estimates of future dismantlement and restoration costs,

 

   

estimates of fair values used in purchase accounting and

 

   

estimates of the fair value of derivative instruments.

Our financial statements include allocations of general, administrative costs of EIC that are attributable to our operations and use of centralized general and administrative services. Management believes the assumptions and allocations underlying the combined financial statements are reasonable. However, these combined financial statements do not include all of the actual expenses that would have been incurred had we been a stand-alone entity during the periods presented and do not reflect our results of operations, financial position and cash flows had we been a stand-alone company during the periods presented.

 

9


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of EEUK and our consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in entities over which we have significant influence, but not control, are carried at cost adjusted for equity in earnings or (losses) and distributions received.

Cash and Cash Equivalents

We consider all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.

Restricted Cash

Restricted cash has historically included amounts held in escrow for drilling rig commitments, as collateral for lines of credit, and for acquisitions.

Inventories

Materials and supplies and oil inventories are valued at the lower of cost or market value (net realizable value).

Full Cost Accounting for Oil and Gas Operations

Under the full cost method of accounting for oil gas activities, all acquisition, exploration and development costs incurred for the purpose of finding oil and gas, are capitalized and accumulated in pools on a country-by-country basis. Capitalized costs include the cost of drilling and equipping productive wells, such as the estimated costs of dismantling and abandoning these assets, dry hole costs, lease acquisition costs, seismic and other geological and geophysical costs, delay rentals, costs related to such activities, certain directly-related employee costs and a portion of interest expense. Employee costs associated with production and other operating activities and general corporate activities are expensed in the period incurred.

Capitalized costs are limited on a country-by-country basis (the ceiling test). Under the ceiling test, if the capitalized cost of the full cost pool, net of deferred taxes, exceeds the ceiling limitation, the excess is charged as an impairment expense. The ceiling test limitation is calculated as the present value, discounted at 10%, of:

 

   

the future net cash flows related to estimated production of proved reserves, utilizing the average, first-day-of-the-month price for commodities;

 

   

the effect of derivative instruments that qualify as cash flow hedges;

 

   

the lower of cost or estimated fair value of unproved properties; and

 

   

the expected income tax effects of the above items.

 

10


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

We utilize a single cost center for each country where we have operations for amortization purposes. Any sales or other conveyances of properties are treated as adjustments to the cost of oil and gas properties with no gain or loss recognized unless the operations are suspended in the entire cost center or the conveyance is significant in nature. Proved properties are amortized on a country-by-country basis using the units of production method (“UOP”). The amortization base in the UOP calculation includes the sum of proved property, net of accumulated DD&A, estimated future development costs (future costs to access and develop proved reserves), and asset retirement costs, less related salvage value.

Unproved property costs include the costs associated with unevaluated properties and properties under development and are not initially included in the full cost amortization base (where proved reserves exist) until the project is evaluated. These costs include unproved leasehold acreage, seismic data, wells and production facilities in progress and wells pending determination, together with interest costs capitalized for these projects. Seismic data costs are associated with specific unevaluated properties where the seismic data is acquired for the purpose of evaluating acreage or trends covered by a leasehold interest owned by us.

Significant unproved properties are assessed periodically for possible impairment or reduction in value. If a reduction in value has occurred, these property costs are considered impaired and are transferred to the related full cost pool. Geological and geophysical costs included in unproved properties are transferred to the full cost amortization base along with the associated leasehold costs on a specific project basis. Costs associated with wells in progress and wells pending determination are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry holes are transferred to the amortization base immediately upon determination that the well is unsuccessful. Unproved properties whose acquisition costs are not individually significant are aggregated and the portion of such costs estimated to be ultimately nonproductive, based on experience, are amortized to the full cost pool over an average holding period.

In countries where the existence of proved reserves has not yet been determined, unevaluated property costs remain capitalized in unproved property cost centers until proved reserves have been established, exploration activities cease or impairment and reduction in value occurs. If exploration activities result in the establishment of a proved reserve base, amounts in the unproved property cost center are reclassified as proved properties and become subject to amortization and the application of the ceiling test. When it is determined that the value of unproved property costs have been permanently diminished (in part or in whole) based on the impairment evaluation and future exploration plans, the unproved property cost centers related to the area of interest are impaired, and accumulated costs charged against earnings.

Other Property and Equipment

Other oil and gas assets, computer equipment and furniture and fixtures are recorded at cost, less accumulated depreciation. The assets are depreciated using the straight-line method over their estimated useful lives of two to five years.

 

11


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Capitalized Interest

We capitalize interest on expenditures for significant exploration and development projects while activities are in progress to bring the assets to their intended use. Capitalized interest is calculated by multiplying our weighted-average interest rate on debt by the amount of qualifying costs and is limited to gross interest expense.

Business Combinations

Assets and liabilities acquired through a business combination are recorded at estimated fair value. We use all available information to make these fair value determinations, including information commonly considered by our engineers in valuing individual oil and gas properties and sales prices for similar assets. Estimated deferred taxes are based on available information concerning the tax basis of the acquired company’s assets and liabilities and carryforwards at the merger date.

Any excess of the acquisition cost of the acquired business over the fair value amounts assigned to assets and liabilities is recorded as goodwill. Any excess of the amounts assigned to assets and liabilities over the acquisition of the acquired business is recorded as a gain on acquisition on the income statement. The amount of goodwill recorded in any particular business combination can vary significantly depending upon the fair values attributed to assets acquired and liabilities assumed relative to the total acquisition cost.

Goodwill and Intangible Assets

We assess the carrying amount of goodwill and other indefinite-lived intangible assets by testing the asset for impairment annually at year-end, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test requires allocating goodwill and all other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.

Dismantlement, Restoration and Environmental Costs

We recognize liabilities for asset retirement obligations associated with tangible long-lived assets, such as producing well sites, offshore production platforms, and natural gas processing plants, with a corresponding increase in the related long-lived asset. The asset retirement cost is depreciated along with the property and equipment in the full cost pool. The asset retirement obligation is recorded at fair value and accretion expense, recognized over the life of the property, increases the liability to its expected settlement value. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded for both the asset retirement obligation and the asset retirement cost.

 

12


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

We utilize EIC’s credit adjustment to the risk-free interest rate in determining the fair value of our estimated asset retirement obligation as EIC could also be held responsible for satisfying the obligation.

Revenue Recognition

We use the entitlements method to account for sales of gas production. We may receive more or less than our entitled share of production. Under the entitlements method, if we receive more than our entitled share of production, the imbalance is treated as a liability at the market price at the time the imbalance occurred. If we receive less than our entitled share, the imbalance is recorded as an asset at the lower of the current market price or the market price at the time the imbalance occurred. Oil revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred, title has transferred and collectability of the revenue is probable.

Significant Customers

Our sales are to a limited number of customers, each of which accounted for more than 10% of revenue for the year ended December 31, 2012: Chevron North Sea Ltd and Shell U.K. Limited.

Derivative Instruments and Hedging Activities

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,

 

   

reduce our exposure to increases in interest rates, and

 

   

manage cash flows in support of our annual capital expenditure budget.

We record all derivatives at fair market value in our Consolidated Balance Sheets at the end of each period. The accounting for the fair market value, and the changes from period to period, depends on the intended use of the derivative and the resulting designation. This evaluation is determined at each derivative’s inception and begins with the decision to account for the derivative as a hedge, if applicable. The accounting for changes in the fair value of a derivative instrument that is not accounted for as a hedge is included in other (income) expense as an unrealized gain or loss. At December 31, 2012 and 2011, we had no outstanding derivatives that were accounted for as a hedge.

 

13


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Where we intend to account for a derivative as a hedge, we document, at its inception, the hedging relationship, the risk management objective and the strategy for undertaking the hedge. The documentation includes the identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, and the method that will be used to assess effectiveness of derivative instruments that receive hedge accounting treatment.

Changes in fair value to hedge instruments, to the extent the hedge is effective, are recognized in other comprehensive income until the forecasted transaction occurs. Hedge effectiveness is assessed at least quarterly based on total changes in the derivative’s fair value. Any ineffective portion of the derivative instrument’s change in fair value is recognized immediately in other (income) expense.

We discontinue hedge accounting prospectively when: (1) we determine that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item (including hedged items such as firm commitments or forecasted transactions); (2) the derivative expires; (3) it is no longer probable that the forecasted transaction will occur; (4) a hedged firm commitment no longer meets the definition of a firm commitment; or (5) management determines that designating the derivative as a hedging instrument is no longer appropriate.

Concentrations of Credit and Market Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, we may exceed the federally insured limits. To mitigate this risk, we place our cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal.

Derivative financial instruments that hedge the price of oil and gas, interest rates or currency exposure will be generally executed with major financial or commodities trading institutions which expose us to market and credit risks, and may at times be concentrated with certain counterparties or groups of counterparties. Although notional amounts are used to express the volume of these contracts, the amounts potentially subject to credit risk, in the event of non-performance by the counterparties, are substantially smaller. We review the credit ratings of our counterparties to derivative contracts on a regular basis and to date we have not experienced any non-performance by any of our various counterparties.

As an independent oil and gas producer, our revenue, profitability and future rate of growth are substantially dependent upon prevailing prices for oil and gas, which are dependent upon numerous factors beyond our control, such as economic, political and regulatory developments and competition from other sources of energy. The energy markets have historically been very volatile, and there can be no assurance that oil and gas prices will not be subject to wide

 

14


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

fluctuations in the future. A substantial or extended decline in oil and gas prices could have a material adverse effect on our financial position, results of operations, cash flows and our access to capital and on the quantities of oil and gas reserves that may be economically produced.

Foreign Currency Translation

The U.S. dollar is the functional currency for all of our existing operations, as a majority of all revenue and financing transactions in these operations are denominated in U.S. dollars. For operations with the U.S. dollar as the functional currency, monetary assets and liabilities are remeasured into U.S. dollars at the exchange rate on the balance sheet date. Nonmonetary assets and liabilities are translated into U.S. dollars at historical exchange rates. Income and expense items are translated at exchange rates prevailing during each period. Adjustments are recognized currently as a component of foreign currency gain or loss and deferred income taxes. To the extent that business transactions are not denominated in U.S. dollars, we are exposed to foreign currency exchange rate risk.

Income Taxes

We use the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of, or all of, the deferred tax assets will not be realized.

Share-Based Payments

EIC grants restricted stock and stock options of its stock to our employees and directors as incentive compensation. We recognize all share-based payments to employees, including grants of employee stock options, based on their fair values. The share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as general and administrative expense over the employee’s requisite service period (generally the vesting period of the equity award). We apply the fair value method in accounting for stock option grants using the Black-Scholes Method.

Note 2 – Revision of prior period financial statements

During 2012, we identified an overstatement of our deferred tax liabilities of $7.0 million. The overstatements resulted from differences between GAAP income and taxable income that had accumulated over several prior periods. We corrected this overstatement, decreasing our deferred tax liability and accumulated deficit in our consolidated balance sheet by $7.0 million as of December 31, 2011.

 

15


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

In evaluating whether our previously issued consolidated financial statements were materially misstated, we considered the guidance in ASC 250, Accounting Changes and Error Corrections, SAB Topic 1.M, Assessing Materiality, and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. We concluded these errors were not material individually or in the aggregate to any of the prior reporting periods, and therefore, amendments of previously filed reports were not required. As such, the revisions for these corrections to the applicable prior periods are reflected in the financial information herein and will be reflected in future filings containing such financial information. The consolidated statement of stockholders’ equity was revised to reflect the cumulative effect of these adjustments resulting in an increase to retained earnings and total stockholders’ equity of $7.0 million which is reflected in the beginning balance as of January 1, 2010.

The prior period financial statements included in this filing have been revised to reflect the corrections of these errors, the effects of which have been provided in summarized format below.

Revised consolidated balance sheet amounts:

 

     As of December 31, 2011  
     As Previously
Reported
    Adjustment     As Revised  

Deferred tax liability

   $ 115,759      $ (6,997   $ 108,762   

Total liabilities

     562,404        (6,997     555,407   

Accumulated deficit

     (10,943     6,997        (3,946

Total stockholders’ equity

     331,903        6,997        338,900   

Adoption of New Accounting Standards

On January 1, 2012, we adopted the following new standards without material effects on our results of operations or financial position:

 

   

Fair Value – An accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements.

 

   

Comprehensive Income - Guidance impacting the presentation of comprehensive income eliminates the current option to report components of other comprehensive income in the statement of changes in equity or in a footnote to the financial statements.

 

16


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

   

Goodwill – Amendment to the 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.

Note 3 – Acquisitions

On December 23, 2011, we entered into a Sale and Purchase Agreement (the “Purchase Agreement”) 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 (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 $229.6 million.

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

 

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

     (25,823
  

 

 

 

Total purchase price

   $ 229,577  
  

 

 

 

Allocation of purchase price:

  

Property and equipment

   $ 186,801  

Goodwill

     50,878  

Current assets

     24,632  

Current liabilities

     (12,815

Deferred tax liability

     (5,818

Other long-term liabilities

     (14,101
  

 

 

 

Total purchase price

   $ 229,577  
  

 

 

 

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 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.

 

17


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

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.

 

     Year Ended December 31,  
     2012     2011  

Revenues

   $ 279,697     $ 300,139  

Net income (loss)

   $ (31,541   $ (38,693

Revenues and income from operations associated with the acquired interest in the Alba field for the period from May 31, 2012 through December 31, 2012 were $ 119.7 million and $ 13.7 million, respectively.

After substantial effort and extensions, we and the Sellers were unable to reach the unanimous agreement and consent required to transfer the interests in the two remaining U.K. oil fields due to failure to agree on certain commercial terms related to the future timing and amount of collateral required to be posted for future decommissioning costs.

As a result of the parties being unable to reach agreement to enable the transfers to occur, the Purchase Agreement terminated in accordance with its terms on December 14, 2012. As previously disclosed, we paid a $10 million deposit in connection with the acquisition of the interests in the two remaining fields, which ConocoPhillips retained.

 

18


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Note 4 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

 

     December 31,  
     2012      2011  

Fair market value of commodity derivatives – current

   $ —        $ 1,247  

Prepaid well and drilling costs

     2,798        2,240  

Prepaid insurance

     3,288        1,303  

Inventory

     5,127         1,622   

Deposits and other costs related to the Alba Acquisition

     —          9,064  

Deferred tax asset

     8,089        —    

Other

     1,185         2,235   
  

 

 

    

 

 

 
   $ 20,487      $ 17,711  
  

 

 

    

 

 

 

Note 5 – Property and Equipment

Property and equipment included the following:

 

     December 31,  
     2012     2011  

Oil and gas properties under the full cost method:

    

Subject to amortization

   $ 876,536     $ 429,246  

Not subject to amortization:

    

Acquired in 2012

     126,128       —    

Acquired in 2011

     89,118       99,794  

Acquired in 2010

     10,106       14,101  

Acquired prior to 2010

     47,946       69,215  
  

 

 

   

 

 

 
     1,149,834       612,356  

Computers, furniture and fixtures

     5,505       3,232  
  

 

 

   

 

 

 

Total property and equipment

     1,155,339       615,588  

Accumulated depreciation, depletion and amortization

     (244,590     (194,131
  

 

 

   

 

 

 

Net property and equipment

   $ 910,749     $ 421,457  
  

 

 

   

 

 

 

The costs not subject to amortization include

 

   

values assigned to unproved reserves acquired,

 

   

exploration costs such as drilling costs for projects awaiting approved development plans or the determination of whether or not proved reserves can be assigned, and

 

   

other seismic and geological and geophysical costs.

 

19


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

These costs are transferred to the amortization base when it is determined whether or not proved reserves can be assigned to such properties. This analysis is dependent upon well performance, results of infield drilling, approval of development plans, drilling results and development of identified projects and periodic assessment of reserves. 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, such as the Rochelle field. 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.

The following is a summary of our oil and gas properties not subject to amortization as of December 31, 2012:

 

     Costs Incurred in the Year Ended December 31,  
     2012      2011      2010      Prior to 2010      Total  

Acquisition costs

   $ 46,819      $ 45,975      $ —        $ 8,198      $ 100,992  

Exploration costs

     60,595        42,833        10,106        39,747        153,281  

Capitalized interest

     18,714        310        —          1        19,025  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total oil and gas properties not subject to amortization

   $ 126,128      $ 89,118      $ 10,106      $ 47,946      $ 273,298  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

During 2012, 2011 and 2010, we capitalized $11.7 million, $7.7 million and $9.1 million, respectively, in certain directly related employee costs. During 2012, 2011 and 2010, we capitalized $24.2 million, $10.1 million and $2.0 million, respectively, in interest.

Asset Acquisitions

On February 23, 2011, we closed our acquisition of an additional 20% working interest in the Bacchus field for approximately $9.2 million in cash paid at closing and approximately $6.2 million in cash paid in 2012. In addition, we paid capital costs incurred by the seller of $9.4 million. Following the acquisition, we hold an aggregate 30% working interest in the Bacchus field.

Business Combination

On May 31, 2012, we closed the Alba Acquisition, which consisted of an additional 23.43% interest in the Alba field. This increased our total working interest in the Alba field to 25.68%.

 

20


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Asset Disposition

On October 19, 2010, we completed the sale of our Cygnus field for $110 million in cash, and recorded a gain of $87 million. The cash proceeds were not burdened by any current taxes payable and were primarily used to accelerate our development projects.

Note 6 – Goodwill

In connection with several business acquisitions, we recorded goodwill for the excess of the purchase price over the value assigned to individual assets acquired and liabilities assumed.

 

     December 31,  
     2012      2011  

Balance at beginning of year

   $ 211,886      $ 211,886  

Additions related to acquisitions

     50,878        —    
  

 

 

    

 

 

 

Balance at end of year

   $ 262,764      $ 211,886  
  

 

 

    

 

 

 

Note 7 – Other Assets

Other long-term assets consisted of the following at December 31:

 

     2012      2011  

Debt issuance costs

   $ 4,949      $ 17,482  

Deferred issuance costs related reimbursement agreements

     11,290        —    

Other

     118        118  
  

 

 

    

 

 

 
   $ 16,357      $ 17,600  
  

 

 

    

 

 

 

Debt issuance costs and deferred issuance costs related to reimbursement agreements are amortized over the life of the related obligations. See Note 9 and Note 19 for additional discussion.

 

21


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Note 8 – Accrued Expenses

We had the following accrued expenses and other current liabilities outstanding:

 

     December 31,  
     2012      2011  

Foreign taxes payable

   $ 18,924      $ 406  

Accrued compensation

     797        760  

Current portion of asset retirement obligations

     36,144        2,078  

Development asset accrual

     —          6,160  

Other

     5,105        1,458  
  

 

 

    

 

 

 
   $ 60,970      $ 10,862  
  

 

 

    

 

 

 

Note 9 – Debt Obligations

Our debt consisted of the following at December 31:

 

     2012     2011  

Senior term loan, 15% fixed rate, due 2013

   $ —       $ 240,349  

Revolving credit facility, 13% fixed rate, due 2014

     115,163       —    

Less: current maturities

     (15,713     (2,350
  

 

 

   

 

 

 

Long-term debt

   $ 99,450     $ 237,999  
  

 

 

   

 

 

 

Standby letters of credit outstanding for abandonment liabilities

   $ —       $ 31,724  
  

 

 

   

 

 

 

Principal maturities of debt at December 31, 2012 are as follows:

 

2013

   $ 15,713  

2014

     99,450  

Thereafter

     —    
  

 

 

 

Senior Term Loan

In August 2010, we entered into a credit agreement with Cyan Partners, LP (“Cyan”), as administrative agent, and various lenders for the Senior Term Loan, in the aggregate amount of $150 million, which was subsequently increased to $235 million. We paid $25.4 million in

 

22


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

financing costs related to the issuance of the Senior Term Loan. In May 2012, we repaid 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.

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 Alba 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 Alba 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 Acquisition. In connection with the closing of the Alba Acquisition, 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 19.

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 was a member of EIC’s Board of Directors until he resigned in March 2013.

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

Subsequent to December 31, 2012, we amended the Revolving Credit Facility to extend the maturity date of $100 million of the facility to June 30, 2014. See Note 20 “Subsequent Events” for additional discussion.

Fair Value

The fair value of our outstanding debt obligations was $122 million and $237 million at December 31, 2012 and 2011, respectively. The fair values of long-term debt were determined based upon discounted cash flows for our debt, which results in a Level 3 fair-value measurement.

 

23


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Letter of Credit Agreement

In July 2011, we entered into a letter of credit facility agreement with Commonwealth Bank of Australia (“CBA”), pursuant to which CBA issued letters of credit to us in the amount of £20.6 million (approximately $35 million upon issuance). The letters of credit secured decommissioning obligations in connection with certain of our United Kingdom Continental Shelf Petroleum Production Licenses. Concurrent with the issuance of the letters of credit, prior restrictions on £20.6 million of our restricted cash were removed and the cash returned for general corporate purposes. We terminated this letter of credit facility agreement in May 2012.

Note 10 – Income Taxes

The income (loss) before income taxes and the components of the income tax expense (benefit) recognized on the Consolidated Statement of Operations are as follows:

 

     2012     2011     2010  

Net income (loss) before taxes

   $ (22,959   $ (9,805   $ 90,159  

Current tax expense

     31,796       5,926       2,733  

Deferred tax expense related to U.K. tax rate change

     8,587       25,424       —    

Deferred tax benefit

     (19,184     (4,308     (2,388
  

 

 

   

 

 

   

 

 

 

Total tax expense

     21,199       27,042       345  
  

 

 

   

 

 

   

 

 

 

Net income (loss) after taxes

   $ (44,158   $ (36,847   $ 89,814  
  

 

 

   

 

 

   

 

 

 

Effective Tax Rate Reconciliation

The following table presents the principal reasons for the difference between our effective tax rates and the United Kingdom statutory income tax rate of 50% in 2010 and 62% in 2011 and 2012.

 

24


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

     Year Ended December 31,  
     2012     2011     2010  

U.K. tax at statutory rate

   $ (14,235   $ (6,079   $ 45,080  

Non-taxable income

     —         —         (54,158

PRT tax

     6,399       2,141       727  

Non-deductible interest expense

     44,758       12,897       10,710  

Ring fence expenditure supplement

     (25,918     (7,268     (1,844

U.K. Tax increase from tax law change

     8,587       25,424       —    

Other / non-deductible costs

     1,608       (73     (170
  

 

 

   

 

 

   

 

 

 

Total Income Tax Expense

   $ 21,199     $ 27,042     $ 345  
  

 

 

   

 

 

   

 

 

 

Effective Income Tax Rate

     -92     -276     0
  

 

 

   

 

 

   

 

 

 

Deferred Tax Assets and Liabilities

Deferred income taxes result from the net tax effects of temporary timing differences between the carrying amounts of assets and liabilities reflected on the financial statements and the amounts recognized for income tax purposes. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows at December 31:

 

     2012     2011  

Deferred tax asset:

    

Deferred compensation

   $ 357     $ 956  

Unrealized loss on commodity derivative instruments

     —         1,260  

Asset retirement obligation

     87,787       29,122  

Net operating loss and capital loss carryforward

     271,392       119,592  

Inventory / other

     8,089       —    
  

 

 

   

 

 

 

Total deferred tax assets

     367,625       150,930  

Deferred tax liability:

    

Property, plant and equipment

     (478,720     (258,779

Petroleum revenue tax, net of tax benefit

     (22,703     (229

Other

     —         (684
  

 

 

   

 

 

 

Total deferred tax liabilities

     (501,423     (259,692
  

 

 

   

 

 

 

Net deferred tax liability

   $ (133,798   $ (108,762
  

 

 

   

 

 

 

 

25


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Tax Attributes

At December 31, 2012, we had the following tax attributes available to reduce future income taxes:

 

            As of December 31,  
            2012      2011  
     Types of
Tax
Attributes
     Years of
Expiration
   Carry-
forward
Amount
     Years of
Expiration
   Carry-
forward
Amount
 

U.K.

              

Corporate tax

     NOL       Indefinite    $ 500,798      Indefinite    $ 228,701  

Supplemental Corporate tax

     NOL       Indefinite      378,602      Indefinite      159,316  

As of December 31, 2012, the U.K. tax attributes shown above have been recognized for financial statement reporting purposes to reduce deferred tax liability.

Uncertain Tax Positions

At December 31, 2012, we have an unrecognized tax benefit of $6.8 million relating to various U.K. tax matters. Any interest and penalties that may be incurred as part of this benefit would be recognized as a component of interest expense and other expense, respectively. As of December 31, 2012, no interest or penalty expense had been incurred.

The following represents a reconciliation of the change in our unrecognized tax benefits, for the year ended December 31, 2012.

 

     Year Ended  
     December 31,  
       2012          2011          2010    

Balance at the beginning of the year

   $ —        $ —        $ —    

Increase in unrecognized tax benefits from current period tax position

     6,820        —          —    
  

 

 

    

 

 

    

 

 

 

Balance at the end of the year

   $ 6,820      $ —        $ —    
  

 

 

    

 

 

    

 

 

 

As of December 31, 2012, we believe that no current tax positions that have resulted in unrecognized tax benefits will significantly increase or decrease within the next year. If recognized, none of the unrecognized tax benefits would have an impact on our effective tax rate.

 

26


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

The following tax years remain subject to examination:

 

Tax Jurisdiction

      

U.K.

     2011-2012   

Note 11 – Other Liabilities

Other liabilities included the following:

 

     December 31,  
     2012      2011  

Asset retirement obligations

   $ 139,431      $ 44,894  

Other

     297        —    
  

 

 

    

 

 

 

Total Other Liabilities

   $ 139,728      $ 44,894  
  

 

 

    

 

 

 

Other liabilities included our asset retirement obligations related to the plugging and abandonment of oil and gas properties. The asset retirement obligation is recorded at fair value and accretion expense, recognized over the life of the property, increases the liability to its expected settlement value. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded for both the asset retirement obligation and the asset retirement cost. The following table provides a rollforward of the asset retirement obligations for the year ended December 31, 2012 and 2011:

 

27


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

     Year Ended  
     December 31,  
     2012     2011  

Carrying amount of asset retirement obligations, beginning of year

   $ 46,972     $ 42,741  

Increase due to revised estimates

     102,272       14,614  

Accretion expense (included in DD&A expense)

     7,502       4,443  

Impact of foreign currency exchange rate changes

     3,019       430  

Payments of asset retirement obligations

     (8,521     (15,256

Liabilities incurred and assumed

     24,331       —    
  

 

 

   

 

 

 

Asset retirement obligations, end of year

     175,575       46,972  

Less: current portion of asset retirement obligations

     (36,144     (2,078
  

 

 

   

 

 

 

Long-term asset retirement obligations

   $ 139,431     $ 44,894  
  

 

 

   

 

 

 

Note 12 – Equity

Common Stock

The Common Stock is £0.10 par value common stock, 10,000 shares authorized.

Endeavour Energy North Sea L.P. (EENSLP) is the immediate parent company. In October of 2009, EENSLP acquired an additional 100 ordinary shares of the company at a premium of $0.7 million per share.

In 2010, EENSLP subscribed for an additional 200 ordinary shares of the company for approximately $161 million. The company used the proceeds to repay amounts due to EIHBV and for general corporate purposes.

Note 13 – 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. The vesting of these shares and options is dependent upon the continued service of the grantees with Endeavour. Upon the occurrence of a change in control, each outstanding share of restricted stock and stock option will immediately vest.

For the year ended December 31, 2012, we included approximately $0.6 million of stock-based compensation in capitalized G&A in property and equipment.

 

28


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Stock-based compensation is recorded in G&A expenses or capitalized G&A as follows:

 

     Year Ended  
     December 31,  
     2012      2011      2010  

G&A Expenses

   $ 229        215        116  

Capitalized G&A

     347        192        149  
  

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 576      $ 407      $ 265  
  

 

 

    

 

 

    

 

 

 

Note 14 – Amounts due to/from Affiliates

Our amounts due (to) from affiliates consisted of the following at December 31:

 

     2012     2011  

Assets:

    

Current receivables due from affiliates

   $ 121,751     $ 60,864  

Note receivables due from affiliates

     —         57,250  
  

 

 

   

 

 

 
   $ 121,751     $ 118,114  
  

 

 

   

 

 

 

Liabilities:

    

Current payables due to affiliates

   $ (96,882   $ (105,920

Note payables due to affiliates

     (500,000     —    
  

 

 

   

 

 

 
   $ (596,882   $ (105,920
  

 

 

   

 

 

 

Current Receivables (Payables) due from (to) Affiliates

We record current receivables from and payables to our affiliates in the ordinary course of business. The amounts payable to and receivable from our affiliates do not bear interest and have no set maturity date.

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 EEUK, as borrower. The EOC Note Receivable has a principal amount of $100 million, of which $57.3 million was outstanding at December 31, 2011 and 2010. The EOC Note Receivable was repaid in full during 2012.

 

29


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Notes Payable due to Affiliates

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 December 31, 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 December 31, 2012, the interest rate was 12% per annum.

Note 15 – Supplementary Cash Flow Disclosures

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

 

     Year Ended December 31,  
     2012      2011      2010  

Interest paid

   $ 29,805      $ 23,805      $ 8,743  
  

 

 

    

 

 

    

 

 

 

Income taxes paid (refunded)

   $ 426      $ 9,427      $ (172
  

 

 

    

 

 

    

 

 

 

Non-Cash Investing and Financing Transactions

In 2012, 2011 and 2010, we recorded $1.8 million, $6.0 million and $1.8 million, respectively, in non-cash interest expense that was added to the principal balance of the Senior Term Loan.

Note 16 – Financial Instruments

 

     December 31,      December 31,  
     2012      2011  
     Fair Value      Carrying
Value
     Fair Value      Carrying
Value
 

Assets:

           

Derivative instruments

   $ —        $ —        $ 1,247      $ 1,247  

Liabilities:

           

Debt

     121,576        115,163        236,945        240,349  

 

30


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

The carrying amounts reflected in the consolidated balance sheets for cash and equivalents, short-term receivables and short-term payables approximate their fair value due to the short maturity of the instruments. The fair values of commodity derivative instruments were determined based upon quotes obtained from brokers. The fair values of long-term debt were determined based upon discounted cash flows for our other debt.

Note 17 – 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, can be 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. We seek to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

31


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. At December 31, 2012, we had no outstanding derivative instruments. The following table summarized the valuation of our investments and financial instruments by pricing levels as of December 31, 2011:

 

     Quoted Market Prices
in Active  Markets -
Level 1
     Significant Other
Observable Inputs  -
Level 2
     Significant
Unobservable Inputs  -
Level 3
     Total
Fair Value
 

Oil and gas puts

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

Our commodity derivative contracts were measured using 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.

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

 

     Year Ended  
     December 31,  
     2012     2011  

Balance at beginning of period

   $ 209     $ 792  

Total gains or losses (realized/unrealized)

    

Purchases

     —         1,239  

Included in earnings

     (209     (1,822
  

 

 

   

 

 

 

Balance at end of period

   $ —       $ 209  
  

 

 

   

 

 

 

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

   $ —       $ (1,822
  

 

 

   

 

 

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are reported at fair value on a nonrecurring basis in our consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

 

32


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Goodwill - Goodwill is tested annually at year end for impairment. The first step of that process is to compare the fair value of the reporting unit to which goodwill has been assigned to the carrying amount of the associated net assets and goodwill. Significant Level 3 inputs may be used in the determination of the fair value of the reporting unit, including present values of expected cash flows from operations.

When we are required to measure fair value, and there is not a market observable price for the asset or liability, or a market observable price for a similar asset or liability, we generally utilize an income valuation approach. This approach utilizes management’s best assumptions regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk adjusted discount rate. Such evaluations involve a significant amount of judgment since the results are based on expected future events or conditions, such as sales prices; estimates of future oil and gas production; development and operating costs and the timing thereof; economic and regulatory climates and other factors. Our estimates of future net cash flows are inherently imprecise because they reflect management’s expectation of future conditions that are often outside of management’s control. However, assumptions used reflect a market participant’s view of long-term prices, costs and other factors, and are consistent with assumptions used in our business plans and investment decisions.

Note 18 – Derivative Instruments

We had oil and gas commodity derivatives at December 31, 2011. The fair market value of these derivative instruments is included in our balance sheet as follows:

 

     December 31,  
     2012      2011  

Derivatives not designated as hedges:

     

Oil and gas commodity derivatives:

     

Assets:

     

Prepaid expenses and other current assets

   $ —        $ 1,247  
  

 

 

    

 

 

 
   $ —        $ 1,247  

 

33


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

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

 

     Year Ended December 31,  
     2012     2011     2010  

Derivatives not designated as hedges:

      

Oil and gas commodity derivatives

      

Realized gains (losses)

   $ —       $ —       $ (11,753

Unrealized gains (losses)

     (3,524     (3,050     10,943  
  

 

 

   

 

 

   

 

 

 
   $ (3,524   $ (3,050   $ (810
  

 

 

   

 

 

   

 

 

 

Note 19 – Commitments and Contingencies

General

The oil and gas industry is subject to regulation by federal, state and local authorities. In particular, oil and gas production operations and economics are affected by environmental protection statutes, tax statutes and other laws and regulations relating to the petroleum industry. We believe we are in compliance with all federal, state and local laws, regulations applicable to Endeavour and its properties and operations, the violation of which would have a material adverse effect on us or our financial condition.

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 will be secured by second priority liens on the Collateral.

 

34


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts 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.

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

The first reimbursement agreement, 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 “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 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 IVRRH Reimbursement Agreement, but our reimbursement obligations are unsecured. In connection with this reimbursement agreement, we issued warrants to purchase two million shares of our common stock, with an exercise price of $10.50 per share, to the investors.

 

35


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

On January 10, 2013, we entered into a letter of credit procurement agreement (the “Procurement Agreement”). See Note 20 “Subsequent Events” for additional discussion. In connection with the Procurement Agreement, we terminated the IVRRH Reimbursement Agreement and paid all outstanding and accrued fees totaling approximately $3.8 million.

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 December 31, 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.

Subsequent to December 31, 201, we amended the Alba Reimbursement Agreement to extend the maturity date to June 30, 2014. See Note 20 “Subsequent Events” for additional discussion.

Rig Commitments

We have previously disclosed a potential commitment on a drilling rig in our North Sea operations relating to a dispute with the rig operator. In June 2011, we entered into a settlement agreement with the rig operator whereby the parties were mutually released from all future claims. We incurred costs of $14 million related to the settlement, which are included in capital expenditures.

Operating Leases

At December 31, 2012, we have leases for office space and equipment with lease payments as follows:

 

2013

   $ 997  

2014

     1,009  

2015

     1,021  

2016

     741  

Thereafter

     —    

 

36


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Note 20 – Subsequent Events

Entry into Procurement Agreement

In January 2013, we entered into the Procurement Agreement with an unaffiliated third party entity, which matures on July 9, 2014. The Procurement Agreement was entered into in connection with the unaffiliated third party’s entry into a credit support arrangement with a providing bank. Pursuant to this credit support agreement, the third party pledged cash, contributed by one of our shareholders, to secure letters of credit in the amount of approximately $33.0 million. The letters of credit secure decommissioning obligations in connection with certain of our U.K. license agreements.

Under the Procurement Agreement, we agreed:

 

   

to reimburse the third party in the event that the letters of credit are drawn and the pledged cash must be paid to the letter of credit provider;

 

   

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;

 

   

pay a fee of 2% on the outstanding amount of each letter of credit upon termination;

 

   

pay a fee of 0.65% per year of the aggregate balance of any outstanding letters of credit.

The Procurement Agreement contains customary representations, warranties and non-financial covenants. EIC issued warrants to purchase a total of 1,000,000 shares of EIC’s common stock at an exercise price of $7.31 per share to the investor. The warrants expire on January 9, 2018 and are subject to customary anti-dilution provisions.

Concurrent with our entry into the Procurement Agreement, we terminated the IVRRH Reimbursement Agreement, which secured letters of credit. Upon termination of the IVRRH Reimbursement Agreement, we paid all outstanding and accrued fees totaling approximately $3.8 million.

Strategic Alternatives

On February 14, 2013, EIC announced that its board of directors approved a review of strategic alternatives. In an effort to unlock the value of EIC’s underlying assets, EIC will consider a full range of options, including:

 

   

a sale, joint venture or partnership in respect of its activities in the North Sea;

 

   

a sale of specific assets;

 

   

a sale or merger of EIC; or

 

   

continuing to execute on its operational plan.

 

37


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

EIC will announce the results of the effort once a course of action is chosen. There is no assurance that this strategic alternatives review will result in a change to our current business plan, pursuing a particular transaction or completing any such transaction.

Forward Sale

In February 2013, we entered into a forward sale agreement with one of our established purchasers for a payment of approximately $22.5 million, which was received on March 1, 2013 in return for a specified volume of crude oil in excess of 200,000 barrels to be delivered over a six month delivery period from our UK North Sea production.

Production Payment

In March 2013, we entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) for $107.5 million providing for the sale and purchase of a production payment over the proceeds of sale from a proportion of our entitlement to production from its interests in the Alba and Bacchus fields located in the UK sector of the North Sea (the “Production Payment Transaction”) and the issuance of warrants (discussed below). Repayment of the production payment will come solely from the proceeds from the sale of production from our entitlement from the Alba and Bacchus fields.

In the event that the Production Payment Transaction does not complete under the terms of the Sale and Purchase Agreement, the deposit paid to us upon signing of the Sale and Purchase Agreement and all or part of a $1.2 million termination fee would become due and payable by us.

The completion of the Production Payment Transaction is conditional upon, amongst other things, the approval of the UK Secretary of State for Energy and Climate Change. Contemporaneously with completion under the Sale and Purchase Agreement, EIC expects to issue 3,440,000 warrants to purchase shares of common stock at an exercise price of $3.014 per share (the “Warrants”).

Our obligations to refund the deposit and pay the termination fee are secured by first priority liens on our interests in the licenses and certain joint operating agreements governing the fields giving rise to the production subject to the production payment. Upon closing of the purchase and sale of the production payment, our obligations under the production payment will be secured by first priority liens in the same assets and second priority liens in certain other assets of the Company and its subsidiaries.

 

38


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Revolving Credit Agreement

In March 2013, we, Cyan, and certain lenders entered into a third amendment to the Revolving Credit Facility whereby (i) the lenders consented to the Production Payment Transaction and (ii) the maturity of approximately $100 million of the commitments under the under the Revolving Credit Facility was extended from October 12, 2013 to June 30, 2014. The remaining principal of the Revolving Credit Facility will mature on October 12, 2013, as previously provided.

Reimbursement Agreement

In March 2013, we amended the Alba Reimbursement Agreement to (i) allow us to enter the Production Payment Transaction, (ii) extend the maturity of the obligations under the Alba Reimbursement Agreement from December 31, 2013 to June 30, 2014, and (iii) the parties agreed to agree to take the steps necessary to extend the letter of credit issued pursuant to the Alba Reimbursement Agreement from December 31, 2013 to December 31, 2014.

Note 21 – Supplemental Oil and Gas Disclosures (Unaudited)

Capitalized Costs Relating to Oil and Gas Producing Activities

 

     2012     2011  

Proved

   $ 876,536     $ 429,246  

Unproved

     273,298       183,110  
  

 

 

   

 

 

 

Total capitalized costs

     1,149,834       612,356  

Accumulated depreciation, depletion and amortization

     (241,338     (192,027
  

 

 

   

 

 

 

Net capitalized costs

   $ 908,496     $ 420,329  
  

 

 

   

 

 

 

Costs Incurred in Oil and Gas Property Acquisition, Exploration and Development Activities

 

     Year Ended December 31,  
     2012      2011      2010  

Acquisition costs:

        

Proved

   $ 143,004       $ 2,595      $ —    

Unproved

     46,878         46,107        1,184  

Exploration costs

     46,730        51,820        50,328  

Development costs

     302,038        79,898        22,047  
  

 

 

    

 

 

    

 

 

 

Total costs incurred

   $ 538,650      $ 180,420      $ 73,559  
  

 

 

    

 

 

    

 

 

 

 

39


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Results of Operations for Oil and Gas Producing Activities

 

     Year Ended December 31,  
     2012      2011      2010  

Revenues

   $ 207,181      $ 41,754      $ 60,501  

Production expenses

     51,568        8,622        11,086  

DD&A

     56,813        14,312        22,020  

Income tax expense (benefit)

     61,256        11,104        13,698  
  

 

 

    

 

 

    

 

 

 

Results of activities

   $ 37,544      $ 7,716      $ 13,697  
  

 

 

    

 

 

    

 

 

 

Oil and Gas Reserves

Proved reserves are estimated quantities of oil, gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. The reserve volumes presented are estimates only and should not be construed as being exact quantities. These reserves may or may not be recovered and may increase or decrease as a result of our future operations and changes in economic conditions. Our oil and gas reserves were audited by independent reserve engineers at December 31, 2012, 2011 and 2010.

 

     2012     2011     2010  

Proved Oil Reserves (MBbls):

      

Proved reserves at beginning of year

     4,060       3,664       3,348  

Production

     (1,994     (373     (545

Purchases of reserves

     11,071       303       —    

Extensions and discoveries

     1,992       —         457  

Revisions of previous estimates

     (1,396     466       404  
  

 

 

   

 

 

   

 

 

 

Proved reserves at end of year

     13,733       4,060       3,664  
  

 

 

   

 

 

   

 

 

 

Proved Developed Oil Reserves (MBbls)

     5,261       1,270       1,240  
  

 

 

   

 

 

   

 

 

 

 

40


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

     2012     2011     2010  

Proved Gas Reserves (MMcf):

      

Proved reserves at January 1, 2010

     50,723       56,177       78,316  

Production

     (91     (94     (3,071

Purchases of reserves

     1,409       90       —    

Sales of reserves in place

     —         —         (51,522

Extensions and discoveries

     473       —         26,692  

Revisions of previous estimates

     4,387       (5,450     5,762  
  

 

 

   

 

 

   

 

 

 

Proved reserves at December 31, 2010

     56,901       50,723       56,177  
  

 

 

   

 

 

   

 

 

 

Proved Developed Gas Reserves (MMcf)

     3,147       795       555  
  

 

 

   

 

 

   

 

 

 

 

     2012     2011     2010  

Proved Reserves (MBOE):

      

Proved reserves at December 31, 2009

     12,514       13,027       16,401  

Production

     (2,009     (389     (1,057

Extensions and discoveries

     2,071       —         4,906  

Purchase of proved reserves, in place

     11,306       318       —    

Sales of reserves

     —         —         (8,587

Revisions of previous estimates

     (665     (442     1,364  
  

 

 

   

 

 

   

 

 

 

Proved reserves at December 31, 2010

     23,217       12,514       13,027  
  

 

 

   

 

 

   

 

 

 

Proved Developed Reserves (MBOE)

     5,785       1,402       1,333  
  

 

 

   

 

 

   

 

 

 

Standardized Measure of Discounted Future Net Cash Flows

Future cash inflows and future production and development costs are determined by applying average 12-month pricing for 2012, 2011 and 2010. Oil, gas and condensate prices are escalated only for fixed and determinable amounts under provisions in some contracts. Estimated future income taxes are computed using current statutory income tax rates where production occurs. The resulting future net cash flows are reduced to present value amounts by applying a 10% annual discount factor.

At December 31, 2012 and 2011, the prices used to determine the estimates of future cash inflows were as follows:

 

     December 31,  
     2012      2011  
     Oil      Gas      Oil      Gas  
     ($/Barrel)      ($/Mcf)      ($/Barrel)      ($/Mcf)  

United Kingdom

     111.13        9.34        110.77        8.75  

 

41


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Estimated future cash inflows are reduced by estimated future development, production, abandonment and dismantlement costs based on year-end cost levels, assuming continuation of existing economic conditions, and by estimated future income tax expense. Income tax expense, both U.S. and foreign, is calculated by applying the existing statutory tax rates, including any known future changes, to the pretax net cash flows giving effect to any permanent differences and reduced by the applicable tax basis. The effect of tax credits is considered in determining the income tax expense.

The standardized measure of discounted future net cash flows is not intended to present the fair market value of our oil and gas reserves. An estimate of fair value would also take into account, among other things, the recovery of reserves in excess of proved reserves, anticipated future changes in prices and costs, an allowance for return on investment and the risks inherent in reserve estimates.

Standardized Measure of Discounted Future Net Cash Flows

 

     2012     2011  

Future cash inflows

   $ 2,035,208     $ 941,208  

Future production costs

     (568,414     (144,106

Future development costs

     (581,277     (306,628

Future income tax expense

     (277,436     (238,111
  

 

 

   

 

 

 

Future net cash flows (undiscounted)

     608,081       252,363  

Annual discount of 10% for estimated timing

     122,780       37,250  
  

 

 

   

 

 

 

Standardized measure of future net cash flows

   $ 485,301     $ 215,113  
  

 

 

   

 

 

 

 

42


Endeavour Energy UK Limited

Notes to Consolidated Financial Statements

(Amounts in thousands, except per unit data)

 

Principal Sources of Change in the Standardized Measure of Discounted Future Net Cash Flows

 

     2012     2011     2010  

Standardized measure, beginning of period

   $ 215,113     $ 73,550     $ 49,192  

Net changes in prices and production costs

     7,389       155,630       83,525  

Future development costs incurred

     164,562       66,156       19,259  

Net changes in estimated future development costs

     (219,581     13,359       (38,039

Revisions of previous quantity estimates

     (32,876     (18,771     20,870  

Extensions and discoveries

     102,386       —         75,066  

Accretion of discount

     37,613       15,050       1,979  

Changes in income taxes, net

     (74,778     (136,157     (35,306

Sale of oil and gas produced, net of production costs

     (159,450     (33,083     (49,415

Purchased reserves

     456,810        26,340       —    

Sales of reserves in place

     —         —         (63,448

Change in production, timing and other

     (11,887     53,039       9,867  
  

 

 

   

 

 

   

 

 

 

Standardized measure, end of period

   $ 485,301     $ 215,113     $ 73,550  
  

 

 

   

 

 

   

 

 

 

 

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