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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003 |
|
OR |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Commission File Number 0-9204
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Texas (State of incorporation) |
74-1492779 (I.R.S. Employer Identification No.) |
|
6500 Greenville Avenue Suite 600, LB 17 Dallas, Texas (Address of principal executive offices) |
75206 (Zip Code) |
|
(214) 368-2084 (Registrant's telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES ý NO o
The number of shares of common stock, par value $0.02 per share, outstanding at April 30, 2003 was 7,031,993 shares (excludes 248,434 treasury shares).
EXCO RESOURCES, INC.
INDEX
Item 1. Financial Statements (Unaudited)
EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
December 31, |
March 31, |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
||||||||
|
|
(Unaudited) |
||||||||
Assets | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | $ | 1,942 | $ | 2,238 | ||||||
Accounts receivable: | ||||||||||
Oil and natural gas sales | 12,299 | 17,517 | ||||||||
Joint interest | 1,889 | 1,941 | ||||||||
Interest and other | 7,343 | 7,902 | ||||||||
Oil and natural gas hedge derivatives | | 26 | ||||||||
Marketable securities | 1,823 | 1,870 | ||||||||
Other | 902 | 1,077 | ||||||||
Total current assets | 26,198 | 32,571 | ||||||||
Oil and natural gas properties (full cost accounting method): | ||||||||||
Unproved oil and natural gas properties | 4,979 | 5,240 | ||||||||
Proved developed and undeveloped oil and natural gas properties | 314,517 | 347,613 | ||||||||
Allowance for depreciation, depletion and amortization | (109,545 | ) | (117,221 | ) | ||||||
Oil and natural gas properties, net | 209,951 | 235,632 | ||||||||
Office and field equipment, net | 1,030 | 986 | ||||||||
Deferred financing costs | 1,100 | 1,869 | ||||||||
Oil and natural gas hedge derivatives | 140 | 26 | ||||||||
Other assets | 2,755 | 2,755 | ||||||||
Total assets | $ | 241,174 | $ | 273,839 | ||||||
3
EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
December 31, |
March 31, |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
||||||||
|
|
(Unaudited) |
||||||||
Liabilities and Stockholders' Equity | ||||||||||
Current liabilities: | ||||||||||
Accounts payable and accrued liabilities | $ | 21,821 | $ | 22,183 | ||||||
Revenues and royalties payable | 3,353 | 3,734 | ||||||||
Accrued interest payable | 95 | 169 | ||||||||
Income taxes payable | | 2,560 | ||||||||
Oil and natural gas hedge derivatives | 7,924 | 11,523 | ||||||||
Total current liabilities | 33,193 | 40,169 | ||||||||
Long-term debt | 97,943 | 108,173 | ||||||||
Asset retirement obligations | 2,176 | 13,151 | ||||||||
Deferred income taxes | 7,978 | 9,690 | ||||||||
Oil and natural gas hedge derivatives | | 1,099 | ||||||||
Commitments and contingencies | | | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock, $.01 par value: | ||||||||||
Authorized shares10,000,000 | ||||||||||
Issued and outstanding shares5,004,869 and 4,989,869 at December 31, 2002 and March 31, 2003, respectively | 101,175 | 100,872 | ||||||||
Common stock, $.02 par value: | ||||||||||
Authorized shares25,000,000 | ||||||||||
Issued and outstanding shares7,262,953 and 7,277,952 at December 31, 2002 and March 31, 2003, respectively | 145 | 146 | ||||||||
Additional paid-in capital | 53,107 | 53,410 | ||||||||
Deferred compensation | (705 | ) | (649 | ) | ||||||
Notes receivableemployees | (173 | ) | (175 | ) | ||||||
Deficit eliminated in quasi-reorganization | (8,799 | ) | (8,799 | ) | ||||||
Retained earnings (deficit) since December 31, 1997 | (35,600 | ) | (32,564 | ) | ||||||
Accumulated other comprehensive income (loss): | ||||||||||
Hedging activities | (5,024 | ) | (8,409 | ) | ||||||
Foreign currency translation adjustments | (938 | ) | 981 | |||||||
Unrealized gain (loss) on equity investments | 258 | 306 | ||||||||
Treasury stock, at cost: 248,434 shares at December 31, 2002 and March 31, 2003 | (3,562 | ) | (3,562 | ) | ||||||
Total stockholders' equity | 99,884 | 101,557 | ||||||||
Total liabilities and stockholders' equity | $ | 241,174 | $ | 273,839 | ||||||
See accompanying notes.
4
EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
|
Three Months Ended March 31, |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
||||||||
Revenues: | ||||||||||
Oil and natural gas sales, before hedge settlements | $ | 11,845 | $ | 34,718 | ||||||
Oil and natural gas hedge settlements | 645 | (7,708 | ) | |||||||
Derivative ineffectiveness | (115 | ) | (2,544 | ) | ||||||
Other income | 2,211 | 847 | ||||||||
Total revenues | 14,586 | 25,313 | ||||||||
Costs and expenses: |
||||||||||
Oil and natural gas production | 6,348 | 8,520 | ||||||||
Depreciation, depletion and amortization | 3,792 | 5,079 | ||||||||
Accretion of discount on asset retirement obligations | | 295 | ||||||||
General and administrative | 1,872 | 3,548 | ||||||||
Interest | 508 | 1,108 | ||||||||
Total costs and expenses | 12,520 | 18,550 | ||||||||
Income before income taxes |
2,066 |
6,763 |
||||||||
Income tax expense | | 2,669 | ||||||||
Income before cumulative effect of change in accounting principle | 2,066 | 4,094 | ||||||||
Cumulative effect of change in accounting principle, net of income tax | | 255 | ||||||||
Net income | 2,066 | 4,349 | ||||||||
Dividends on preferred stock | 1,314 | 1,311 | ||||||||
Earnings on common stock | $ | 752 | $ | 3,038 | ||||||
Basic earnings per share: | ||||||||||
Income before cumulative effect of change in accounting principle | $ | .10 | $ | .39 | ||||||
Cumulative effect of change in accounting principle, net of income tax | | .04 | ||||||||
Earnings on common stock | $ | .10 | $ | .43 | ||||||
Diluted earnings per share: | ||||||||||
Income before cumulative effect of change in accounting principle | $ | .10 | $ | .33 | ||||||
Cumulative effect of change in accounting principle, net of income tax | | .02 | ||||||||
Earnings on common stock | $ | .10 | $ | .35 | ||||||
Weighted average number of common and common equivalent shares outstanding: | ||||||||||
Basic | 7,115 | 7,022 | ||||||||
Diluted | 7,545 | 12,544 | ||||||||
See accompanying notes.
5
EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited, in thousands)
|
Three Months Ended March 31, |
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---|---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
|||||||
Operating Activities: | |||||||||
Net income | $ | 2,066 | $ | 4,349 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Depreciation, depletion and amortization | 3,792 | 5,079 | |||||||
Accretion of discount on asset retirement obligations | | 295 | |||||||
Cumulative effect of change in accounting principle, net of income tax | | (255 | ) | ||||||
Deferred income taxes | | 379 | |||||||
(Income) expense from derivative ineffectiveness and terminated hedges | (2,020 | ) | 1,396 | ||||||
Other operating activities | 1 | 150 | |||||||
Cash flow before changes in working capital | 3,839 | 11,393 | |||||||
Effect of changes in: | |||||||||
Accounts receivable | 1,870 | (5,059 | ) | ||||||
Other current assets | (3,004 | ) | (152 | ) | |||||
Accounts payable and other current liabilities | 1,733 | 2,383 | |||||||
Net cash provided by operating activities | 4,438 | 8,565 | |||||||
Investing Activities: |
|||||||||
Additions to oil and natural gas property and equipment | (9,218 | ) | (14,374 | ) | |||||
Proceeds from dispositions of property and equipment | | 3,050 | |||||||
Other investing activities | | (32 | ) | ||||||
Net cash used in investing activities | (9,218 | ) | (11,356 | ) | |||||
Financing Activities: |
|||||||||
Proceeds from long-term debt | 8,000 | 16,077 | |||||||
Payments on long-term debt | (1,000 | ) | (10,711 | ) | |||||
Proceeds from exercise of stock options | 130 | | |||||||
Preferred stock dividends | (1,314 | ) | (1,311 | ) | |||||
Deferred financing costs | (66 | ) | (972 | ) | |||||
Issuance of treasury stock | 29 | | |||||||
Other financing activities | (19 | ) | (2 | ) | |||||
Net cash provided by financing activities | 5,760 | 3,081 | |||||||
Net increase in cash | 980 | 290 | |||||||
Effect of exchange rates on cash and cash equivalents | 47 | 6 | |||||||
Cash at beginning of period | 1,856 | 1,942 | |||||||
Cash at end of period | $ | 2,883 | $ | 2,238 | |||||
Supplemental Cash Flow Information: |
|||||||||
Interest paid | $ | 608 | $ | 914 | |||||
Income taxes paid | $ | | $ | | |||||
See accompanying notes.
6
EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
|
Three Months Ended March 31, |
||||||||
---|---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
|||||||
Net income | $ | 2,066 | $ | 4,349 | |||||
Other comprehensive income: | |||||||||
Hedging activities: | |||||||||
Effective changes in fair value | (7,580 | ) | 123 | ||||||
Reclassification adjustments for settled contracts | (469 | ) | (2,533 | ) | |||||
Amortization of terminated contracts | (2,135 | ) | (975 | ) | |||||
Total hedging activities | (10,184 | ) | (3,385 | ) | |||||
Foreign currency translation adjustment | (12 | ) | 1,919 | ||||||
Unrealized gain on equity investments | | 48 | |||||||
Total comprehensive income (loss) | $ | (8,130 | ) | $ | 2,931 | ||||
See accompanying notes.
7
EXCO RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
1. Basis of Presentation
In management's opinion, the accompanying consolidated financial statements contain all adjustments (consisting solely of normal recurring accruals) necessary to present fairly the financial position of EXCO Resources, Inc. as of December 31, 2002 and March 31, 2003, and the results of operations and cash flows for the three month periods ended March 31, 2002 and 2003.
We have prepared the accompanying unaudited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. We have omitted certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States pursuant to those rules and regulations, although we believe that the disclosures we have made are adequate to make the information presented not misleading. You should read these financial statements in conjunction with our financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2002.
The results of operations for the three month period ended March 31, 2003 are not necessarily indicative of the results we expect for the full year.
Certain prior year amounts have been reclassified to conform to current year presentation.
Stock Options
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation" defines a fair value based method of accounting for employee stock compensation plans, but allows for the continuation of the intrinsic value based method of accounting to measure compensation cost prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). For companies electing not to change their accounting, SFAS 123 requires pro forma disclosures of earnings and earnings per share as if the change in accounting provision of SFAS 123 has been adopted.
We have elected to continue to utilize the accounting method prescribed by APB 25, under which no compensation cost has been recognized, and adopt the disclosure requirements of SFAS 123. As a result, SFAS 123 has no effect on our financial condition or our results of operations at March 31, 2002 and 2003. Stock based compensation expense reflected in the table below for the three months ended March 31, 2002 and 2003, is a result of options issued under our 1998 Stock Option Plan that were issued subject to our shareholders' approval and, for the three months ended March 31, 2003, options that were issued to the management and key employees of Addison.
8
Had compensation costs for these plans been determined consistent with SFAS 123, our net income and earnings per share (EPS) would have been adjusted to the following pro forma amounts:
|
|
March 31, |
||||||
---|---|---|---|---|---|---|---|---|
|
|
2002 |
2003 |
|||||
|
|
(In thousands, except per share amounts) |
||||||
Stock based compensation expense (net of taxes) | As Reported | $ | 31 | $ | 264 | |||
Pro Forma | $ | 420 | $ | 666 | ||||
Net income | As Reported | $ | 2,066 | $ | 4,349 | |||
Pro Forma | $ | 1,677 | $ | 3,947 | ||||
Basic EPS | As Reported | $ | .10 | $ | .43 | |||
Pro Forma | $ | .05 | $ | .38 | ||||
Diluted EPS | As Reported | $ | .10 | $ | .35 | |||
Pro Forma | $ | .05 | $ | .31 |
2. Asset Retirement Obligations
Prior to 2003, we provided for future site restoration costs on our Canadian oil and natural gas properties based upon management's estimates. The costs were being recognized over the remaining life of proved reserves by a charge to depreciation, depletion and amortization in the statement of operations with a related increase in the non-current deferred abandonment liability. Actual expenditures for site restoration were charged to the deferred abandonment liability when incurred.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 143, "Accounting for Asset Retirement Obligations". The statement requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost should be capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. We adopted the new rules on asset retirement obligations on January 1, 2003, for both our U.S. and Canadian operations. Application of the new rules resulted in an increase in net proved developed and undeveloped oil and natural gas properties of approximately $11.4 million, recognition of an asset retirement obligation liability of approximately $10.4 million, an increase in deferred income tax liability of approximately $690,000, and a cumulative effect of adoption that increased net income and stockholder's equity by approximately $255,000.
9
The following pro forma data summarizes our net income and net income per share as if we had adopted the provisions of SFAS 143 on January 1, 2002, including an associated pro forma asset retirement obligation on that date of $7.1 million:
|
Three Months Ended March 31, |
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---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
||||||
|
(In thousands, except per share amounts) |
|||||||
Net income, as reported | $ | 2,066 | $ | 4,349 | ||||
Pro forma adjustments to reflect retroactive adoption of SFAS 143 | (85 | ) | (255 | ) | ||||
Pro forma net income | 1,981 | 4,094 | ||||||
Dividends on preferred stock | 1,314 | 1,311 | ||||||
Pro forma earnings on common stock | $ | 667 | $ | 2,783 | ||||
Earnings on common stock per share: |
||||||||
Basic-as reported | $ | 0.10 | $ | .43 | ||||
Basic-pro forma | $ | 0.09 | $ | .39 | ||||
Diluted-as reported | $ | 0.10 | $ | .35 | ||||
Diluted-pro forma | $ | 0.09 | $ | .33 | ||||
The following is a reconciliation of our asset retirement obligations at March 31, 2003 (in thousands of dollars):
Deferred abandonment costs at December 31, 2002 | $ | 2,176 | ||
Cumulative effect of change in accounting principle | 10,434 | |||
Asset retirement obligation as of January 1, 2003 | 12,610 | |||
Activity during the three months ended March 31, 2003: | ||||
Liabilities incurred during period | 120 | |||
Liabilities settled during period | (340 | ) | ||
Accretion of discount | 295 | |||
Effect of foreign exchange differentials | 466 | |||
Asset retirement obligation at March 31, 2003 | $ | 13,151 | ||
We have no assets that are legally restricted for purposes of settling asset retirement obligations.
3. Earnings Per Share
SFAS No. 128, "Earnings per Share", requires presentation of two calculations of earnings per common share. Basic earnings per common share equals net income less preferred stock dividends divided by weighted average common shares outstanding during the period. Diluted earnings per
10
common share equals net income divided by the sum of weighted average common shares outstanding during the period plus any dilutive common stock equivalents. Common stock equivalents are shares assumed to be issued if (1) outstanding stock options or warrants were in-the-money and exercised, and (2) our outstanding 5% convertible preferred stock was converted to common stock.
The assumed conversion of our 5% convertible preferred stock to common stock is considered to be anti-dilutive for the three month period ended March 31, 2002 and is therefore not included in the diluted earnings per share calculation. Our 5% convertible preferred stock would have increased the diluted weighted average number of shares outstanding by 5,004,869 shares for the three months ended March 31, 2002.
|
Three Months Ended March 31, |
||||
---|---|---|---|---|---|
|
2002 |
2003 |
|||
|
(In thousands) |
||||
Weighted average number of basic shares outstanding | 7,115 | 7,022 | |||
Effects of: | |||||
Employee and director stock options | 430 | 525 | |||
Convertible preferred stock | | 4,997 | |||
Weighted average number of diluted shares outstanding | 7,545 | 12,544 | |||
4. Oil and Natural Gas Properties
We have recorded oil and natural gas properties at cost using the full cost method of accounting. Under the full cost method, all costs associated with the acquisition, exploration or development of oil and natural gas properties are capitalized as part of the full cost pool.
Unproved oil and natural gas properties are excluded from the calculation of depreciation, depletion and amortization until it is determined whether or not proved reserves can be assigned to such properties. At December 31, 2002 and March 31, 2003, the $4.9 million and $5.2 million, respectively, in unproved oil and natural gas properties resulted from the allocation of a portion of the purchase price of Canadian properties to undeveloped acreage and to possible and probable reserves. We assess our unproved oil and natural gas properties on a quarterly basis. During the three months ended March 31, 2003, we reclassified $94,000 from unproved oil and natural gas properties to proved oil and natural gas properties; however, due to the increase in the exchange rate of the Canadian dollar to the U.S. dollar, the balance of unproved oil and natural gas properties, expressed in U.S. dollars, has increased since December 31, 2002.
Depreciation, depletion and amortization of evaluated oil and natural gas properties is provided using the unit-of-production method based on total proved reserves, as determined by independent petroleum reservoir engineers.
Sales, dispositions and other oil and natural gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss unless the disposition would significantly alter the amortization rate.
11
At the end of each quarterly period, the unamortized cost of oil and natural gas properties, net of related deferred income taxes, is limited to the sum of the estimated future net revenues from proved properties using current period-end prices discounted at 10%, adjusted for related income tax effects. This ceiling test calculation is done separately for the United States and Canadian full cost pools.
The calculation of the ceiling test is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting the future rates of production and plan of development. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision to the estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.
5. Geographic Operating Segment Information
The only industry segment in which we operate is the oil and natural gas exploration and production industry; however, we are organizationally structured along geographic operating segments. We have reportable operations in the United States and Canada. The following tables provide our interim geographic operating segment data. Geographic operating segment income tax expenses have
12
been determined based on expected effective tax rates for the various tax jurisdictions where we have oil and natural gas producing activities.
|
United States |
Canada |
Corporate and Other |
Total |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(In thousands) |
||||||||||||
Three months ended March 31, 2002: | |||||||||||||
Oil and natural gas sales, before hedge settlements | $ | 7,452 | $ | 4,393 | $ | | $ | 11,845 | |||||
Oil and natural gas hedge settlements | 645 | | | 645 | |||||||||
Income from derivative ineffectiveness and terminated hedges | 2,135 | | | 2,135 | |||||||||
Other income | | | (39 | ) | (39 | ) | |||||||
10,232 | 4,393 | (39 | ) | 14,586 | |||||||||
Production costs | 4,392 | 1,955 | | 6,347 | |||||||||
Depreciation, depletion and amortization | 2,240 | 1,553 | | 3,793 | |||||||||
Accretion expense | | | | | |||||||||
General and administrative | | | 1,872 | 1,872 | |||||||||
Interest | | | 508 | 508 | |||||||||
6,632 | 3,508 | 2,380 | 12,520 | ||||||||||
Income before income taxes | 3,600 | 885 | (2,419 | ) | 2,066 | ||||||||
Income tax expense (benefit) | 1,224 | 395 | (1,619 | ) | | ||||||||
Net income | $ | 2,376 | $ | 490 | $ | (800 | ) | $ | 2,066 | ||||
Total assets | $ | 106,358 | $ | 91,675 | $ | | $ | 198,033 | |||||
Three months ended March 31, 2003: | |||||||||||||
Oil and natural gas sales, before hedge settlements | $ | 16,781 | $ | 17,937 | $ | | $ | 34,718 | |||||
Oil and natural gas hedge settlements | (7,708 | ) | | | (7,708 | ) | |||||||
Income from derivative ineffectiveness and terminated hedges | (1,569 | ) | | | (1,569 | ) | |||||||
Other income | | | (128 | ) | (128 | ) | |||||||
7,504 | 17,937 | (128 | ) | 25,313 | |||||||||
Production costs | 4,908 | 3,612 | | 8,520 | |||||||||
Depreciation, depletion and amortization | 2,375 | 2,704 | | 5,079 | |||||||||
Accretion expense | 138 | 157 | | 295 | |||||||||
General and administrative | | | 3,548 | 3,548 | |||||||||
Interest | | | 1,108 | 1,108 | |||||||||
7,421 | 6,473 | 4,656 | 18,550 | ||||||||||
Income (loss) before income taxes | 83 | 11,464 | (4,784 | ) | 6,763 | ||||||||
Income tax expense (benefit) | 28 | 4,730 | (2,089 | ) | 2,669 | ||||||||
Net income (loss) | $ | 55 | $ | 6,734 | $ | (2,695 | ) | $ | 4,094 | ||||
Total assets | $ | 130,946 | $ | 142,893 | $ | | $ | 273,839 | |||||
6. Credit Agreements
We have a U.S. credit agreement and a Canadian credit agreement. The U.S. credit agreement is with Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and
13
certain financial institutions as lenders. The Canadian credit agreement is with Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and certain financial institutions as lenders. The credit agreements mature on April 30, 2004. The credit agreements were amended on April 24, 2003, to extend the maturity date to July 31, 2004.
U.S. Credit Agreement. Our restated U.S. credit agreement provides for borrowings of up to $124.0 million under a revolving credit facility with a borrowing base of $82.0 million. At March 31, 2003, we had approximately $34.0 million of outstanding indebtedness, letter of credit commitments of $310,000 and approximately $47.7 million available for borrowing under our U.S. credit agreement. The borrowing base is to be redetermined as of November 1, 2003, and each May 1 and November 1 thereafter. Borrowings under the U.S. credit agreement are secured by a first lien mortgage providing a security interest in 90% of our U.S. oil and natural gas properties. At our election, interest on borrowings may be either (i) the greater of the administrative agent's prime rate or the federal funds effective rate plus an applicable margin or (ii) LIBOR (London InterBank Offered Rate) plus an applicable margin.
As a result of our May 1, 2003 semi-annual borrowing base redetermination and in consideration of the merger agreement that we have entered into with EXCO Holdings Inc. and ER Acquisition, Inc., we have received a commitment letter from our lead bank to amend our U.S. credit agreement. The commitment provides for an increase in our U.S. borrowing base to $100.0 million. The U.S. borrowing base will be reduced to $92.5 million 90 days after the effective time of the merger. The borrowing base will be further reduced by $7.5 million every 90 days thereafter until the next scheduled borrowing base redetermination after the effective time of the merger. The amendment will also provide for an extension of the U.S. credit agreement maturity date to the third anniversary of the effective time of the merger. The commitment is subject to certain closing conditions outlined in the commitment letter.
Canadian Credit Agreement. Our restated Canadian credit agreement provides for borrowings of up to U.S. $157.5 million under a revolving credit facility with a borrowing base of U.S. $83.0 million. At March 31, 2003, we had approximately U.S. $74.2 million of outstanding indebtedness and approximately U.S. $8.8 million available for borrowing under our Canadian credit agreement. The borrowing base is to be redetermined as of November 1, 2003, and each May 1 and November 1 thereafter. Borrowings under the credit agreement are secured by a first lien mortgage providing a security interest in 90% of our Canadian oil and natural gas properties. At our election, interest on borrowings may be either (i) the Canadian prime rate plus an applicable margin or (ii) the Banker's Acceptance rate plus an applicable margin.
As a result of our May 1, 2003 semi-annual borrowing base redetermination and in consideration of the merger agreement that we have entered into with EXCO Holdings Inc. and ER Acquisition, Inc., we have received a commitment letter from our lead bank to amend our Canadian credit agreement. The commitment provides for an increase in our Canadian borrowing base to U.S. $100.0 million. The Canadian borrowing base will be reduced to U.S. $92.5 million 90 days after the effective time of the merger. The borrowing base will be further reduced by U.S. $7.5 million every 90 days thereafter until the next scheduled borrowing base redetermination after the effective time of the
14
merger. The amendment will also provide for an extension of the Canadian credit agreement maturity date to the third anniversary of the effective time of the merger. The commitment is subject to certain closing conditions outlined in the commitment letter.
Financial Covenants and Ratios. The U.S. and the Canadian credit agreements contain certain financial covenants and other restrictions which require that we:
Additionally, the credit agreements contain a number of other covenants regarding our liquidity and capital resources, including restrictions on our ability to incur additional indebtedness, restrictions on our ability to pledge assets, and prohibit the payment of dividends on our common stock. As of March 31, 2003, we were in compliance with the covenants contained in our U.S. and Canadian credit agreements.
Dividend Restrictions. We have not paid any cash dividends on our common stock, and do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, our credit agreements currently prohibit us from paying dividends on our common stock. If there is a default under our credit agreements, we will not be able to pay dividends on the shares of our 5% convertible preferred stock. Even if our credit agreements permitted us to pay cash dividends, we can make those payments only from our surplus (the excess of the fair value of our total assets over the sum of our liabilities plus our total paid-in share capital). In addition, we can pay cash dividends only if after paying those dividends we would be able to pay our liabilities as they become due.
7. Commodity Derivative Instruments and Hedging Activities
In connection with the incurrence of debt related to our acquisition activities and to protect against commodity price fluctuations, management has adopted a policy of hedging oil and natural gas prices through the use of commodity futures, options and swap agreements. Effective January 1, 2001, we adopted SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activity," which established accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results from the
15
hedged item on the income statement. Companies must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. For derivatives classified as cash flow hedges, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of any change in the fair value of a derivative designated as a hedge is immediately recognized in earnings. Hedge effectiveness is measured quarterly based on the change in relative fair value between the derivative contract and the hedged item over time. Oil and natural gas revenues for the three months ended March 31, 2002 were increased $645,000 from the settlement of cash flow hedges while oil and natural gas revenues for the three month period ended March 31, 2003 were decreased $7.7 million from the settlement of cash flow hedges. For the three months ended March 31, 2002 and 2003, we recognized an increase in the net derivative liability and an associated decrease in other comprehensive income totaling approximately $8.2 million and $4.8 million, respectively. During the three month period ended March 31, 2002 and 2003, we recognized $2.2 million and $975,000, respectively, in other income for income from terminated hedges. During the three month period ended March 31, 2002 and 2003, we also reduced revenues by $115,000 and $2.5 million for the ineffective portion of the change in the fair value of our hedges.
The following table sets forth our oil and natural gas hedging activities as of March 31, 2003. Our contracts are swap arrangements for the sale of oil and natural gas based on NYMEX pricing. The market values at March 31, 2003 are estimated from quotes from the counterparties and represent the amounts that we would expect to receive or pay to terminate the agreements on March 31, 2003. The stated volumes and strike prices are for the remaining portions of the individual contracts at March 31, 2003.
Commodity |
Contract Date(1) |
Effective Date |
Termination Date |
Notional Volume/Range Per Month(2)(3) |
Aggregate Volume (2)(3) |
Strike Price |
Market Value at March 31, 2003 (3)(4) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Natural Gas | 3/12/2002 | 1/1/2003 | 12/31/2003 | 455,000 Mmbtus | 4,095,000 Mmbtus | $ | 3.50 | $ | (6,658,000) | |||||||
Natural Gas |
12/13/2002 |
1/1/2003 |
12/31/2003 |
321,000 Mmbtus- 388,000 Mmbtus |
3,168,000 Mmbtus |
$ |
4.38 |
(5) |
$ |
(2,358,000) |
||||||
Natural Gas |
1/17/2003 |
1/1/2004 |
12/31/2004 |
468,300 Mmbtus- 513,300 Mmbtus |
5,880,000 Mmbtus |
$ |
4.40 |
(5) |
$ |
(1,364,000) |
||||||
Oil |
4/5/2002 |
1/1/2003 |
12/31/2003 |
40,000 Bbls |
360,000 Bbls |
$ |
22.94 |
$ |
(1,648,000) |
|||||||
Oil |
9/5/2002 |
1/1/2003 |
12/31/2003 |
22,600 Bbls |
203,400 Bbls |
$ |
25.95 |
$ |
(322,000) |
|||||||
Oil |
9/5/2002 |
1/1/2004 |
12/31/2004 |
20,000 Bbls |
240,000 Bbls |
$ |
23.96 |
$ |
(196,000) |
|||||||
Oil |
1/29/2003 |
1/1/2004 |
12/31/2004 |
18,333 Bbls- 22,334 Bbls |
241,000 Bbls |
$ |
24.50 |
(5) |
$ |
(76,000) |
||||||
Oil |
2/5/2003 |
1/1/2004 |
12/31/2004 |
22,000 Bbls- 25,000 Bbls |
282,750 Bbls |
$ |
25.00 |
(5) |
$ |
52,000 |
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At March 31, 2003, we had approximately a $1.1 million gain in other comprehensive income related to hedges that, as a result of the bankruptcy of Enron North America Corp., were terminated during 2001. This amount will be reclassified into other income as shown in the following table (in thousands):
|
Amount |
|||
---|---|---|---|---|
During 2003: | ||||
Quarter ending June 30, 2003 | $ | 631 | ||
Quarter ending September 30, 2003 | 464 | |||
Total | $ | 1,095 | ||
8. Acquisitions and Dispositions
Medicine River Properties Acquisition.
On April 29, 2002, Addison Energy, Inc., our wholly owned subsidiary, acquired oil and natural gas properties located in the Medicine River, Garrington, Gull Lake and Sylvan Lake areas in Alberta, Canada. The effective date of this transaction was January 1, 2002. As of January 1, 2002, estimated total proved reserves net to our interest included approximately 1.6 million Bbls of oil and NGLs, and 19.5 Bcf of natural gas. The purchase price was approximately $25.8 million or CDN $40.5 million ($24.7 million or CDN $36.3 million after contractual adjustments), funded with borrowings under our U.S. and Canadian credit agreements.
DJ Basin Properties Acquisition.
On November 1, 2002, we acquired oil and natural gas properties located in the DJ Basin in Colorado. As of October 1, 2002, estimated total proved reserves net to our interest included approximately 2.1 million Bbls of oil and NGLs, and 13.5 Bcf of natural gas from 111 gross (103 net) wells. Net daily production in September 2002 was approximately 630 Bbls of oil and NGLs, and 3.7 Mmcf of natural gas. The purchase price was approximately $22.0 million cash ($21.1 million after contractual adjustments), funded with $19.7 million of bank debt from our U.S. credit agreement and $1.4 million from surplus cash.
Other Acquisitions and Dispositions.
During the three months ended March 31, 2003, we completed two oil and natural gas property acquisitions, one in Canada and one in the United States. Estimated total proved reserves net to our interest from these acquisitions included approximately 196,000 Bbls of oil and NGLs, and 3.7 Bcf of natural gas from 14 gross (5.8 net) wells. Net daily production from these properties is approximately 38 Bbls of oil and NGLs, and 742 Mcf of natural gas. The total purchase price for the acquisitions was
17
approximately $5.5 million funded with borrowings under our Canadian credit agreement and from surplus cash. In addition, we have also completed ten smaller acquisitions during this period for consideration that totaled approximately $600,000.
During the first three months of 2003, we have sold six oil and natural gas properties in the United States. As of January 1, 2003, estimated total proved reserves net to our interest from these properties included approximately 565,000 Bbls of oil and NGLs, and 192,000 Mcf of natural gas. The total sales proceeds we received were approximately $3.1 million. During the first quarter of 2002, we recorded revenue of approximately $248,000, oil and natural gas production costs of $150,000 and depletion expense of $70,000 on these properties. During the first quarter of 2003, we recorded revenues of approximately $130,000, oil and natural gas production costs of $40,000 and depletion expense of $20,000.
We also have two additional oil and natural gas property acquisitions in Canada that we closed in April 2003. As of April 1, 2003, estimated total proved reserves net to our interest from these acquisitions included approximately 139,000 Bbls of oil and NGLs, and 2.8 Bcf of natural gas. Net daily production in January 2003 from these properties was approximately 45 Bbls of oil and NGLs, and 630 Mcf of natural gas. The total purchase price for the acquisitions was approximately $4.1 million, which we funded with borrowings under our Canadian credit agreement and from surplus cash.
Pro forma financial information has not been provided because these acquisitions and dispositions were less than 20% of our total assets when purchased or sold.
9. Merger Agreement
On March 11, 2003, we entered into an Agreement and Plan of Merger providing for the merger of ER Acquisition, Inc., a Texas corporation, and a wholly-owned subsidiary of EXCO Holdings Inc., a Delaware corporation, into EXCO Resources, Inc. EXCO Holdings Inc. is a newly formed corporation formed by our chairman and chief executive officer, Douglas H. Miller, and his buying group for the purpose of entering into the merger agreement. The merger agreement provides that holders of our common stock, other than EXCO Holdings Inc. and its subsidiaries, will receive cash of $18.00 per share and holders of our 5% convertible preferred stock will receive cash of $18.2625 per share if the transaction closes on or before June 15, 2003 and $18.00 per share thereafter. The preferred stock price difference is attributable solely to the dividend record date for the preferred stock. A majority of the equity capital for the merger will be provided by Cerberus Capital Management, L.P., a long-term investment based fund manager. Following the completion of the merger, ER Acquisition, Inc. will cease to exist as a separate entity, and we will continue as the surviving corporation of the merger and as a wholly-owned subsidiary of EXCO Holdings Inc. Upon completion of the merger transaction, our common stock and 5% convertible preferred stock would be delisted from trading on the NASDAQ National Market or any other exchange and our common stock and 5% convertible preferred stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The transaction is subject to various conditions to closing. We currently expect to submit the merger agreement to our shareholders for their approval during the second or the third quarter of 2003. There can be no assurance this transaction will be approved or completed.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The statements contained in this report regarding our future financial and operating performance and results, business strategy and market prices and future hedging activities, and other statements, including, in particular, statements about our plans and forecasts that are not historical facts are forward-looking statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Among these forward-looking statements are statements regarding our anticipated performance in the year 2003, specifically statements relating to our production, production costs, depreciation, depletion and amortization expense, general and administrative expenses, interest expense, and capital expenditures. We have based these forward-looking statements on our current assumptions, expectations and projections about future events.
We use the words "may," "will," "expect," "anticipate," "estimate," "believe," "continue," "intend," "plan," "budget," or other similar words to identify forward-looking statements. You should read statements that contain these words carefully because they discuss future expectations, contain projections of results of operations or of our financial conditions, and/or state other "forward-looking" information. We do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. These statements are not guarantees of future performance and involve risks and uncertainties that could cause our actual results to differ, perhaps materially, from our expectations in this report, including, but not limited to:
We believe that it is important to communicate our expectations of future performance to our investors. However, events may occur in the future that we are unable to accurately predict, or over which we have no control. You are cautioned not to place undue reliance on a forward-looking statement. When considering our forward-looking statements, keep in mind the risk factors and other cautionary statements in this Quarterly Report, and the risk factors in our Form 10-K for the year ended December 31, 2002.
Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing prices for oil and natural gas. Declines in oil or natural gas prices may materially adversely affect our financial condition, liquidity, ability to obtain financing and operating results. Lower oil or natural gas prices also may reduce the amount of oil or natural gas that we can produce economically. The valuations and estimated quantities of our oil and natural gas reserves at December 31, 2002, included in our Form 10-K for the year ended December 31, 2002, are based upon prices in effect at December 31, 2002. Oil and natural gas prices have changed since that time. A decline in oil and/or natural gas prices could have a material adverse effect on the estimated value and estimated quantities of our oil and natural gas reserves, our ability to fund our operations and our financial condition, cash flow, results of operations and access to capital.
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Historically, oil and natural gas prices and markets have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile.
Critical Accounting Policies
We did not have any changes in our critical accounting policies or in our significant accounting estimates during the three month period ended March 31, 2003, other than our adoption of FAS 143, "Accounting for Asset Retirement Obligations." See "Note 2.Asset Retirement Obligations" of the notes to our condensed consolidated financial statements above for a detailed discussion of this accounting policy and the impact on our financial statement from the adoption of this policy. Please see our Annual Report on Form 10-K for the year ended December 31, 2002 for a detailed discussion of our critical accounting policies.
See "Part IItem 3Quantitative and Qualitative Disclosure about Market RiskEquity Price Risk" for a discussion of impairment expense that we have recognized on our investments in marketable securities.
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The following tables present production and average unit prices and costs for the periods and for the geographic segments indicated:
|
Three Months Ended March 31, |
|||||
---|---|---|---|---|---|---|
|
2002 |
2003 |
||||
Production: | ||||||
Oil (Mbbls) | ||||||
U.S. | 216 | 212 | ||||
Canada | 72 | 111 | ||||
Total | 288 | 323 | ||||
Natural gas (Mmcf) | ||||||
U.S. | 1,507 | 1,899 | ||||
Canada | 1,123 | 2,133 | ||||
Total | 2,630 | 4,032 | ||||
Natural gas liquids (Mbbls) | ||||||
U.S. | 18 | 15 | ||||
Canada | 42 | 83 | ||||
Total | 60 | 98 | ||||
Total production (Mmcfe) | ||||||
U.S. | 2,909 | 3,259 | ||||
Canada | 1,809 | 3,295 | ||||
Total | 4,718 | 6,554 |
|
Three Months Ended March 31, |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
|||||||||||||||||||
|
U.S. |
Canada |
Total |
U.S. |
Canada |
Total |
|||||||||||||||
Average sales price: | |||||||||||||||||||||
Oil (Per Bbl) | |||||||||||||||||||||
Price received | $ | 19.09 | $ | 19.62 | $ | 19.22 | $ | 32.18 | $ | 32.81 | $ | 32.40 | |||||||||
Hedge settlements(1) | (0.80 | ) | | (0.59 | ) | (8.69 | ) | | (5.71 | ) | |||||||||||
Price including hedge settlements | $ | 18.29 | $ | 19.62 | $ | 18.63 | $ | 23.49 | $ | 32.81 | $ | 26.69 | |||||||||
Natural gas (Per Mcf) | |||||||||||||||||||||
Price received | $ | 2.05 | $ | 2.19 | $ | 2.11 | $ | 5.05 | $ | 5.60 | $ | 5.34 | |||||||||
Hedge settlements(1) | 0.55 | | 0.31 | (3.09 | ) | | (1.46 | ) | |||||||||||||
Price including hedge settlements | $ | 2.60 | $ | 2.19 | $ | 2.42 | $ | 1.96 | $ | 5.60 | $ | 3.88 | |||||||||
Natural gas liquids (Per Bbl) | |||||||||||||||||||||
Price received | $ | 13.22 | $ | 12.16 | $ | 12.47 | $ | 25.63 | $ | 28.46 | $ | 28.04 | |||||||||
Hedge settlements(1) | | | | | | | |||||||||||||||
Price including hedge settlements | $ | 13.22 | $ | 12.16 | $ | 12.47 | $ | 25.63 | $ | 28.46 | $ | 28.04 | |||||||||
Total oil and natural gas revenues (Per Mcfe) | |||||||||||||||||||||
Price received | $ | 2.56 | $ | 2.43 | $ | 2.51 | $ | 5.15 | $ | 5.44 | $ | 5.30 | |||||||||
Hedge settlements(1) | 0.22 | | 0.14 | (2.37 | ) | | (1.18 | ) | |||||||||||||
Price including hedge settlements | $ | 2.78 | $ | 2.43 | $ | 2.65 | $ | 2.78 | $ | 5.44 | $ | 4.12 | |||||||||
21
|
Three Months Ended March 31, |
|||||||
---|---|---|---|---|---|---|---|---|
|
2002 |
2003 |
||||||
Expenses (Per Mcfe): | ||||||||
Oil and natural gas production | ||||||||
U.S. | $ | 1.20 | $ | 1.08 | ||||
Canada | $ | 1.04 | $ | 1.09 | ||||
Total | $ | 1.14 | $ | 1.08 | ||||
Production and ad valorem taxes | ||||||||
U.S. | $ | 0.31 | $ | 0.43 | ||||
Canada | $ | 0.04 | $ | 0.01 | ||||
Total | $ | 0.21 | $ | 0.22 | ||||
General and administrative | ||||||||
U.S. | $ | 0.51 | $ | 0.70 | ||||
Canada | $ | 0.21 | $ | 0.39 | ||||
Total | $ | 0.40 | $ | 0.54 | ||||
Depreciation, depletion and amortization | ||||||||
U.S. | $ | 0.77 | $ | 0.73 | ||||
Canada | $ | 0.86 | $ | 0.82 | ||||
Total | $ | 0.80 | $ | 0.77 |
Comparison of Three Months Ended March 31, 2002 and 2003
Revenues. Our revenues from the sale of oil, natural gas and NGLs, before hedge settlements, for the three months ended March 31, 2003, increased by $22.9 million, or 194%, to $34.7 million from $11.8 million for the same period in 2002. This increase in revenues is primarily attributable to higher prices received for oil, natural gas, and NGLs. Our average oil, natural gas and NGL prices include the effects of quality, gathering and transportation costs. Our average oil price, before hedge settlements, received during the three months ended March 31, 2003, was $32.40 per Bbl as compared to $19.22 per Bbl for the same period in 2002, which increased revenue by $3.8 million. Our average natural gas price, before hedge settlements, received during the three months ended March 31, 2003, was $5.34 per Mcf as compared to $2.11 per Mcf during the same period in 2002, which increased revenue by $8.5 million. Our average NGLs price received during the three months ended March 31, 2003, was $28.04 per Bbl as compared to $12.47 per Bbl for the same period in 2002, which increased revenue by $930,000.
The increase in revenue was also due to an increase in production volumes. Our production of oil, natural gas and NGLs increased by 34,500 Bbls, 1.4 Bcf, and 37,800 Bbls, respectively, for the three months ended March 31, 2003 compared to the three months ended March 31, 2002. These increases contributed approximately $9.7 million to our increase in revenues and are primarily attributable to our acquisitions of the Medicine River properties, completed in April 2002, and the DJ Basin properties, completed in November 2002. Production from these acquisitions during the first quarter of 2003 was 61,700 Bbls of oil, .8 Bcf of natural gas and 19,100 Bbls of NGLs. The increase in oil volumes was partially offset by the sales of two of our Mississippi oil properties, one in November 2002 and the other in January 2003. These properties produced 18,900 Bbls of oil during the first quarter of 2002. The remaining increase in natural gas and NGLs volumes is attributable to other smaller acquisitions and the results of our development and exploitation capital spending, primarily in Canada.
Our oil and natural gas hedge settlements reduced revenue by $7.7 million during the three months ended March 31, 2003 while oil and natural gas hedge settlements increased revenue by $645,000 during the three months ended March 31, 2002. The NYMEX oil and natural gas prices that are used to settle our hedges increased significantly during the first quarter of 2003 over the oil and natural gas prices of our hedges. The increases in prices resulted in us making significant payments to our counterparties to settle our hedges during the quarter and decreased our revenues as a result.
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We have reduced revenues by $2.5 million for the three month period ended March 31, 2003 for the ineffective portion of the change in the fair value of our hedges. The reduction for the three month period ended March 31, 2002 for the ineffective portion of the change in the fair value of our hedges was $115,000. The ineffectiveness for the three month period ended March 31, 2003 was primarily due to a significant increase in March 2003 in the difference between the NYMEX price for oil and natural gas, which is the price we use to settle our hedges, and the actual price that we receive in the field for the physical delivery of our oil and natural gas production.
Our other income for the three months ended March 31, 2003, was $847,000 as compared to $2.2 million for the same period in 2002. This income primarily consisted of income from terminated hedges and interest income. The decrease in other income was primarily attributable to $1.0 million in non-cash income from terminated hedges during the three months ended March 31, 2003 compared to $2.2 million during the same period in 2002.
Costs and Expenses. Our total costs and expenses for the three months ended March 31, 2003, increased by $6.1 million to $18.6 million from $12.5 million for the same period in 2002. This increase was mainly attributable to expenses related to the Medicine River and DJ Basin properties we acquired in April 2002 and November 2002, respectively. Additionally, our general and administrative and interest expense were both higher during the three months ended March 31, 2003 when compared to the three months ended March 31, 2002.
Our oil and natural gas production costs for the three months ended March 31, 2003, increased $1.7 million, or 31%, to $7.1 million from $5.4 million in the same period in 2002. Our acquisitions of the Medicine River and DJ Basin properties increased oil and natural gas production costs by $677,000. The remaining increase in oil and natural gas production costs is primarily the result of other, smaller acquisitions and new wells added through our development and exploitation capital program, mainly in Canada. These increases were partially offset by the oil and natural gas production costs incurred during the first quarter of 2002 on the two Mississippi oil properties that were sold in late 2002 and early 2003. Oil and natural gas production costs on a unit of production basis decreased $0.06 per Mcfe to $1.08 per Mcfe for the three months ended March 31, 2003 from $1.14 per Mcfe during the same period in 2002. Production and ad valorem taxes for the three months ended March 31, 2003, increased by $457,000, or 47%, to $1.4 million from $972,000 during the same period last year. This increase is primarily attributable to higher production taxes in the United States as a result of the significantly increased prices received for production and $182,000 in production taxes on the DJ Basin properties. These increases were partially offset by lower production taxes incurred during the first quarter of 2002 on the two Mississippi oil properties that were sold in late 2002 and early 2003. These taxes are generally based upon the price received for production. There are no production taxes paid in Canada.
Accretion of discount on asset retirement obligations is the result of the adoption, as of January 1, 2003, of SFAS 143, "Accounting for Asset Retirement Obligations." This non-cash expense measures the changes in the liability for an asset retirement obligation due to the passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. See "Note 2.Asset Retirement Obligations" of Notes to Condensed Consolidated Financial Statements included in "Item 1.Financial Statements" for additional information regarding our adoption of SFAS 143.
Our depreciation, depletion and amortization costs for the three months ended March 31, 2003, increased by $1.3 million, or 34%, to $5.1 million from $3.8 million for the same period in 2002. Depreciation, depletion and amortization costs related to our acquisitions of the Medicine River and DJ Basin properties was approximately $1 million. The adoption of SFAS 143, "Accounting for Asset Retirement Obligations" increased our depreciation, depletion and amortization costs by approximately $150,000 during the first quarter of 2003. The remainder of the increase in our depreciation, depletion and amortization costs is due to higher sales volumes during the first quarter of 2003 when compared
23
to the same quarter of 2002. These increases were partially offset by lower volumes from the sale of the two Mississippi oil properties and a lower depletion rate in Canada. The lower rate in Canada is the result of a full cost ceiling test write-down that occurred during the second quarter of 2002.
Our general and administrative costs for the three months ended March 31, 2003, increased by $1.6 million, or 84%, to $3.5 million from $1.9 million for the same period in 2002. The increase in general and administrative costs was primarily attributable to:
These increases were partially offset by lower legal expenses as the first quarter of 2002 contained approximately $115,000 in legal costs related to the pursuit of our claim against Enron Corp. and its affiliates. There were no costs in the first quarter of 2003 related to this claim.
Our interest expense for the three months ended March 31, 2003, increased $600,000, or 118%, to $1.1 million from $500,000 for the same period in 2002. This increase was primarily due to greater amounts of outstanding borrowings resulting from our acquisitions of the Medicine River and DJ Basin properties. Our long-term debt balance at March 31, 2003 was $108.2 million compared to $51.9 million at March 31, 2002.
For the three months ended March 31, 2003, we have not recorded any income tax expense in the U.S., as it continues to be uncertain whether we will be able to utilize our net deferred tax asset. Accordingly, the tax effects of our U.S. generated income was offset by a reduction in our valuation allowance. Because of the deferred tax asset and resulting valuation allowance in the U.S., management expects tax expense on U.S. operations to be significantly reduced in the near future. In Canada, we have recorded current tax expense of $2.3 million and a deferred income tax expense of approximately $379,000. The Canadian deferred tax expenses has been reduced by $780,000 as a result of lower Canadian federal and provincial income tax rates. We expect to continue to provide for taxes in Canada based upon the level of our Canadian income.
The cumulative effect of change in accounting principle, net of income tax, is the result of the adoption of SFAS 143 on January 1, 2003. In accordance with the provisions of SFAS 143, we recognized $255,000, or $0.04 per basic share, benefit from the cumulative effect of change in accounting principle, net of $690,000 of associated deferred income taxes.
Liquidity and Capital Resources
General
Most of our growth has resulted from acquisitions and our development and exploitation program. Consistent with our strategy of acquiring and developing reserves, we have an objective of maintaining financing flexibility. In the past, we have utilized a variety of sources of capital to fund our acquisition, development and exploitation programs and to fund our operations. Our general financial strategy is to use a combination of cash flow from operations, bank financing and the sale or issuance of equity securities to fund our operations, conduct development and exploitation activities and to fund acquisitions. We do not have a set budget for acquisitions as these tend to be opportunity driven. Historically, we have used the proceeds from the issuance of equity securities and borrowings under our credit agreements to raise cash to fund acquisitions. We cannot assure you that funds will be available
24
to us in the future to meet our budgeted capital spending or to fund acquisitions. Furthermore, our ability to borrow other than under our credit agreements is subject to restrictions imposed by our lenders. If we cannot secure additional funds for our planned development and exploitation activities or for future acquisitions, then we will be required to delay or reduce substantially these activities.
During the three months ended March 31, 2003, we increased our long-term debt by 11% to approximately $108.2 million at March 31, 2003. We generated cash flow from operations before changes in working capital during the three months ended March 31, 2003 of approximately $11.4 million and approximately $8.6 million after changes in working capital which helped fund our acquisition, development and exploitation activities. At March 31, 2003, our cash and cash equivalents balances increased 15% from December 31, 2002. Our working capital deficit at March 31, 2003 increased to $7.6 million from $7.0 million at December 31, 2002. This occurred primarily due to changes in the value of our outstanding hedge positions. As product prices at March 31, 2003 were higher than at December 31, 2002, the net liability value of our hedges has increased. We also entered into a new hedge contract during the first quarter of 2003 for additional oil and natural gas volumes to be delivered during 2004 that also increased our net hedge derivative liabilities.
Acquisitions and Capital Expenditures
During the three months ended March 31, 2003, we spent approximately $6.1 million on oil and natural gas property acquisitions. These transactions were funded with $4.6 million of bank debt from our Canadian credit agreement and $1.5 million from surplus cash.
We have also planned development and exploitation activities for our major operating areas. We estimate that we will spend up to $34.7 million for our development and exploitation activities in 2003. Through March 31, 2003, we have spent $2.2 million in the United States and $5.6 million in Canada on our activities. As of March 31, 2003, we are contractually obligated to spend $3.0 million. We currently plan to pursue these planned development and exploitation activities whether or not the merger with ER Acquisition, Inc. is completed.
We expect to continue to utilize cash from operations as well as our available funds under our credit agreements to fund our acquisitions, capital expenditures and working capital during the remainder of 2003. We believe that our capital resources from existing cash balances, cash flow from operating activities and borrowing capacity under our credit agreements are adequate to meet the cash requirements of our business. However, future cash flows are subject to a number of variables including production volumes and oil and natural gas prices. If cash flows decline we would be required to reduce our capital expenditure budget which in turn may affect our production in future periods. We cannot assure you that operations and other capital resources will provide cash in sufficient amounts to maintain or initiate planned levels of capital expenditures.
Our well control insurance policy, which covered both our United States and Canadian operations, expired in August 2002, and our insurance carrier declined to renew our policy. We obtained well control coverage for our Canadian drilling and workover activities effective as of February 12, 2003. We have also obtained well control coverage for our United States drilling activities effective as of March 7, 2003. We will be paying higher rates and have accepted higher deductibles and other conditions for our new policy in the United States when compared to our old policy. We will self-insure our United States workover activities as we did not believe that it was economical to accept the terms proposed to us to cover those operations. We have delayed some projects in the United States during the period that we did not have well control coverage and we may delay or postpone other workover activity in the United States for projects that we believe contain operational risks. We do not expect that the delayed projects will have a significant impact upon our expected production during 2003.
25
Credit Agreements
U.S. Credit Agreement. Our restated U.S. credit agreement provides for borrowings of up to $124.0 million under a revolving credit facility with a borrowing base of $82.0 million. As of May 1, 2003, we had $39.0 million of outstanding indebtedness, letter of credit commitments of $310,000 and approximately $42.7 million available for borrowing under our U.S. credit agreement. The borrowing base is to be redetermined as of November 1, 2003, and each May 1 and November 1 thereafter. As of March 31, 2003, we were in compliance with the covenants contained in the U.S. credit agreement. Borrowings under the credit agreement are secured by a first lien mortgage providing a security interest in 90% of our U.S. oil and natural gas properties. At our election, interest on borrowings may be (i) the greater of the administrative agent's prime rate or the federal funds effective rate plus an applicable margin or (ii) LIBOR (London InterBank Offered Rate) plus an applicable margin. At March 31, 2003, the six month LIBOR rate was 1.23%, which would result in an interest rate of approximately 2.48% on any new indebtedness we may incur under the U.S. credit agreement.
As a result of our May 1, 2003 semi-annual borrowing base redetermination and in consideration of the merger agreement that we have entered into with EXCO Holdings Inc., we have received a commitment letter from our lead bank to amend our U.S. credit agreement. The commitment provides for an increase in our U.S. borrowing base to $100.0 million. The U.S. borrowing base will be reduced to $92.5 million 90 days after the effective time of the merger. The borrowing base will be further reduced by $7.5 million every 90 days thereafter until the next scheduled borrowing base redetermination after the effective time of the merger. The amendment will also provide for an extension of the U.S. credit agreement maturity date to the third anniversary of the effective time of the merger. The commitment is subject to certain closing conditions outlined in the commitment letter.
Canadian Credit Agreement. Our restated Canadian credit agreement provides for borrowings of up to U.S. $157.5 million under a revolving credit facility with a borrowing base of U.S. $83.0 million. As of May 1, 2003, we had U.S. $80.5 million of outstanding indebtedness and approximately U.S. $2.5 million available for borrowing under our Canadian credit agreement. The borrowing base is to be redetermined as of November 1, 2003, and each May 1 and November 1 thereafter. The Canadian credit agreement contains certain financial covenants and other restrictions that require us to maintain a minimum consolidated tangible net worth as well as certain financial ratios. As of March 31, 2003, we were in compliance with the covenants contained in the Canadian credit agreement. Borrowings under the credit agreement are secured by a first lien mortgage providing a security interest in 90% of our Canadian oil and natural gas properties. At our election, interest on borrowings may be (i) the Canadian prime rate plus an applicable margin or (ii) the Banker's Acceptance rate plus an applicable margin. At March 31, 2003, the six month Banker's Acceptance rate was 3.41%, which would result in an interest rate of approximately 5.41% on any new indebtedness we incur under the Canadian credit agreement.
As a result of our May 1, 2003 semi-annual borrowing base redetermination and in consideration of the merger agreement that we have entered into with EXCO Holdings Inc., we have received a commitment letter from our lead bank to amend our Canadian credit agreement. The commitment provides for an increase in our U.S. borrowing base to U.S. $100.0 million. The Canadian borrowing base will be reduced to U.S. $92.5 million 90 days after the effective time of the merger. The borrowing base will be further reduced by U.S. $7.5 million every 90 days thereafter until the next scheduled borrowing base redetermination after the effective time of the merger. The amendment will also provide for an extension of the Canadian credit agreement maturity date to the third anniversary of the effective time of the merger. The commitment is subject to certain closing conditions outlined in the commitment letter.
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Financial covenants and ratios. The U.S. and Canadian credit agreements contain financial covenants and other restrictions which require that we:
As of March 31, 2003, we were in compliance with the covenants contained in the U.S. and Canadian credit agreements.
Dividend restrictions. We have not paid any cash dividends on our common stock, and do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, our credit agreements currently prohibit us from paying dividends on our common stock. If there is a default under our credit agreements, we will not be able to pay dividends on the shares of our convertible preferred stock. Even if our credit agreements permitted us to pay cash dividends, we can make those payments only from our surplus (the excess of the fair value of our total assets over the sum of our liabilities plus our total paid-in share capital). In addition, we can pay cash dividends only if after paying those dividends we would be able to pay our liabilities as they become due. We cannot assure you that we will have any surplus.
Contractual Obligations and Commercial Commitments
The following table presents a summary of our contractual obligations at March 31, 2003, with set and determinable payments:
|
Payments Due by Period |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Contractual Obligations |
Remainder of 2003 |
2004-2005 |
2006-2007 |
2008 and thereafter |
Total |
||||||||||
|
(In thousands) |
||||||||||||||
Long-term debt | $ | | $ | 108,173 | $ | | $ | | $ | 108,173 | |||||
Operating leases | 746 | 1,394 | 600 | | 2,740 | ||||||||||
Drilling/work commitments | 3,019 | | | | 3,019 | ||||||||||
Preferred stock dividends | 1,310 | | | | 1,310 | ||||||||||
Total contractual cash obligations | $ | 5,075 | $ | 109,567 | $ | 600 | $ | | $ | 115,242 | |||||
We also have $310,000 in letters of credit that have been issued to various state regulatory agencies and all of which expire in 2003. See "Part IItem 3Quantitative and Qualitative Disclosure About Market Risk," for a discussion of our derivative positions.
5% Convertible Preferred Stock
Dividends on our preferred stock, which are payable quarterly, are payable only in cash. Currently, the requirement for such dividend payments is approximately $1.3 million per quarter. The board declared a dividend of $0.2625 per share on March 6, 2003, to shareholders of record as of March 16, 2003. The dividend was paid on March 31, 2003. Each share of our 5% convertible preferred stock is convertible into one share of our common stock on or before June 30, 2003. Any share of 5%
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convertible preferred stock that has not been converted into our common stock by June 30, 2003, will be automatically converted into our common stock on that date.
Common Stock
During the three months ended March 31, 2003, there were no stock options on our common stock exercised.
We have not paid any dividends on our common stock and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Hedging Transactions
Our production is generally sold at prevailing market prices. However, we periodically enter into hedging transactions for a portion of our production when market conditions are deemed favorable and oil and natural gas prices exceed our minimum internal price targets. See the discussions in "Part IItem 3Quantitative and Qualitative Disclosure About Market Risk."
Our objective in entering into hedging transactions is to manage price fluctuations and achieve a more predictable cash flow associated with our acquisition activities and borrowings under our credit agreements. These transactions limit exposure to declines in prices, but also limit the benefits we would realize if prices increase. As of March 31, 2003, we had the following open positions under swap contracts to hedge our natural gas and oil production:
We may use derivative instruments to manage exposure to commodity prices, foreign currency and interest rate risks. Our objectives for holding derivatives are to minimize risks using the most effective methods to eliminate or reduce the impacts of these exposures.
We occasionally enter into fixed-price physical delivery contracts as well as commodity price swap derivatives to manage price risk with regard to a portion of our oil and natural gas production. Commodity price swap derivative contracts are designated as cash flow hedges. As a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the statement of operations when the associated production occurs and the resulting cash flows are reported as cash flows from operations. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. To qualify as a cash flow hedge, these swap contracts must be designated as cash flow hedges and changes in their fair value must correlate within established limits with changes in the price of anticipated future production such that our exposure to the effects of commodity price changes is reduced.
Related Party Transaction
On March 11, 2003, we entered into an Agreement and Plan of Merger providing for the merger of ER Acquisition, Inc., a Texas corporation, and a wholly-owned subsidiary of EXCO Holdings, Inc., a Delaware corporation, into EXCO Resources, Inc. EXCO Holdings Inc. is a newly formed corporation formed by our chairman and chief executive officer, Douglas H. Miller, and his buying group for the purpose of entering into the merger agreement. The merger agreement provides that holders of our common stock, other than EXCO Holdings Inc. and its subsidiaries, will receive cash of $18.00 per share and holders of our 5% convertible preferred stock will receive cash of $18.2625 per share if the
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transaction closes on or before June 15, 2003 and $18.00 per share thereafter. The preferred stock price difference is attributable solely to the dividend record date for the preferred stock. A majority of the equity capital for the merger will be provided by Cerberus Capital Management, L.P., a long-term investment based fund manager. Following the completion of the merger, ER Acquisition, Inc. will cease to exist as a separate entity, and we will continue as the surviving corporation of the merger and as a wholly-owned subsidiary of EXCO Holdings Inc. Upon completion of the merger transaction, our common stock and 5% convertible preferred stock would be delisted from trading on the NASDAQ National Market or any other exchange and our common stock and 5% convertible preferred stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The transaction is subject to various conditions to closing. We currently expect to submit the merger agreement to our shareholders for their approval during the second or the third quarter of 2003. There can be no assurance this transaction will be approved or completed.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
Some of the information below contains forward-looking statements. The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term "market risk" refers to the risk of loss arising from adverse changes in oil and natural gas prices, interest rates charged on borrowings and earned on cash equivalent investments, and adverse changes in the market value of marketable securities. The disclosure is not meant to be a precise indicator of expected future losses, but rather an indicator of reasonably possible losses. This forward-looking information provides an indicator of how we view and manage our ongoing market risk exposures. Our market risk sensitive instruments were entered into for hedging and investment purposes, not for trading purposes.
Commodity Price Risk
Our major market risk exposure is in the pricing applicable to our oil and natural gas production. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices for natural gas. Pricing for oil and natural gas production is volatile.
The following table sets forth our oil and natural gas hedging activities as of April 30, 2003. Our contracts are swap agreements for the sale of oil or natural gas based on NYMEX pricing.
Oil Swaps |
Natural Gas Swaps |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 Contract Period |
Volumes (Bbls) |
Weighted Average Strike Price |
2003 Contract Period |
Volumes (Mmbtus) |
Weighted Average Strike Price |
|||||||
Second Quarter | 187,800 | $ | 24.03 per Bbl | Second Quarter | 2,529,000 | $ | 3.92 per Mmbtu | |||||
Third Quarter | 187,800 | $ | 24.03 per Bbl | Third Quarter | 2,406,000 | $ | 3.85 per Mmbtu | |||||
Fourth Quarter | 187,800 | $ | 24.03 per Bbl | Fourth Quarter | 2,328,000 | $ | 3.88 per Mmbtu |
2004 Contract Period |
Volumes (Bbls) |
Weighted Average Strike Price |
2004 Contract Period |
Volumes (Mmbtus) |
Weighted Average Strike Price |
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
First Quarter | 202,000 | $ | 25.26 per Bbl | First Quarter | 1,539,900 | $ | 4.91 per Mmbtu | |||||
Second Quarter | 193,750 | $ | 24.62 per Bbl | Second Quarter | 1,490,100 | $ | 4.22 per Mmbtu | |||||
Third Quarter | 187,000 | $ | 24.18 per Bbl | Third Quarter | 1,445,100 | $ | 4.13 per Mmbtu | |||||
Fourth Quarter | 181,000 | $ | 23.93 per Bbl | Fourth Quarter | 1,404,900 | $ | 4.30 per Mmbtu |
Realized gains or losses from the settlement of the swaps are recorded in our financial statements as increases or decreases in oil and natural gas revenues. For example, using the oil swaps in place during the quarter ended March 31, 2003, if the settlement price exceeded the actual weighted average strike price of $24.03, then a reduction in oil revenues would have been recorded for the difference between the settlement price and $24.03 multiplied by the hedged volume of 187,800 Bbls. Conversely, if the settlement price was less than $24.03, then an increase in oil revenues would have been recorded for the difference between the settlement price and $24.03 multiplied by the hedged volume of 187,800 Bbls. For example, for a hedged volume of 187,800 Bbls, if the settlement price was $25.03, then oil revenues would have decreased by $187,800. Conversely, if the settlement price was $23.03, oil revenues would have increased by $187,800.
We report average oil, natural gas and NGL prices including the effects of quality, gathering and transportation costs as well as the net effect of monthly oil and natural gas hedge settlements. The following table sets forth our oil, natural gas and NGL prices, both realized before monthly hedge
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settlements and realized including monthly hedge settlements and the net effects of the monthly settlements of our oil and natural gas price hedges on revenue.
|
Three Months Ended March 31, |
||||||
---|---|---|---|---|---|---|---|
|
2002 |
2003 |
|||||
|
(In thousands, except per unit data) |
||||||
Average price per Bbl of oilrealized before monthly hedge settlements | $ | 19.22 | $ | 32.40 | |||
Average price per Bbl of oilrealized including monthly hedge settlements | 18.63 | 26.69 | |||||
Average price per Bbl of NGLsrealized before monthly hedge settlements | 12.47 | 28.04 | |||||
Average price per Bbl of NGLsrealized including monthly hedge settlements | 12.47 | 28.04 | |||||
Average price per Mcf of natural gasrealized before monthly hedge settlements | 2.11 | 5.34 | |||||
Average price per Mcf of natural gasrealized including monthly hedge settlements | 2.42 | 3.88 | |||||
Increase (reduction) in revenue from monthly hedge settlements | $ | 645 | $ | (7,708 | ) |
Interest Rate Risk
At March 31, 2003, our exposure to interest rates related primarily to borrowings under our credit agreements and interest earned on short-term investments. As of March 31, 2003, we were not using any derivatives to manage interest rate risk. Interest is payable on borrowings under the credit agreements based on a floating rate as more fully described in "Part IItem 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources." If short-term interest rates would have averaged 1% higher during the three months ended March 31, 2003, our interest expense would have increased by approximately $274,000. This amount was determined by applying the hypothetical interest rate change of 1% to our outstanding borrowings under the credit agreements during the three months ended March 31, 2003.
Equity Price Risk
Our investments in marketable securities are recorded at market value. We consider these investments to be "available for sale", which means that unrealized gains and losses are excluded from earnings and included in other comprehensive income unless the decline in the fair value of the investments is "other than temporary". At March 31, 2003, the market value of our investments in marketable securities was $1.9 million. A temporary change in value of 10% would result in a $190,000 change in the market value and a corresponding adjustment to other comprehensive income of $190,000. An "other than temporary" decline in value of 10% would result in a $190,000 reduction in the market value and a corresponding non-cash pre-tax impairment expense of $190,000. As of March 31, 2003, we were not using any derivatives to manage equity price risk.
Foreign Currency Exchange Rate Risk
We account for a significant portion of our business in Canadian dollars. We are therefore subject to foreign currency exchange rate risk on cash flows of our Canadian operations that are not denominated in Canadian dollars. Presently, a significant portion of the sales of our Canadian oil and natural gas is denominated in U.S. dollars. Foreign currency exchange gains and/or losses related to
31
these transactions have not been significant. The borrowings under our Canadian credit facility are denominated in Canadian dollars. The asset and liability balances of our Canadian business are translated monthly using current exchange rates, with any resulting unrealized translation gains or losses included in other comprehensive income. The unrealized foreign translation gain for the three month period ended March 31, 2003 was $2.0 million. As of March 31, 2003, we were not using any derivatives to manage foreign currency exchange rate risk.
Other Market Risk
During 2000 and through September 2001, we entered into several swap transactions with Enron North America Corp., an affiliate of Enron Corp. On December 2, 2001, Enron Corp. and other Enron related entities, including Enron North America, filed for bankruptcy under Chapter 11 of the United States Code in the United States Bankruptcy Court. We terminated our Enron hedges and discontinued hedge accounting for our Enron derivatives effective November 30, 2001. At March 31, 2002 and 2003, we have valued our asset from Enron at $2.8 million, or approximately 20% of the value on the day we terminated our positions. This valuation is based on informal offers we have received for our position with Enron and other market information. We will continue to monitor activities related to Enron and may adjust the value of our derivative in the future based on new developments and market information.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. The term "disclosure controls and procedures" is defined in Rule 13a-14(c) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer have evaluated the effectiveness of our disclosure controls and procedures as of a date within 90 days before the filing of this quarterly report, and they have concluded that as of that date, our disclosure controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act.
(b) Changes in Internal Controls. There were no significant changes to our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of their evaluation by our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, including any corrective actions with regard to significant and material weaknesses.
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Refer to the information concerning litigation shown in "Part IItem 3Legal Proceedings", contained in our Annual Report on Form 10-K for the year ended December 31, 2002.
At a status conference held on April 4, 2003, the court extended the stay of the proceedings until May 30, 2003.
The parties may not be able to complete a mutually acceptable stipulation of settlement, and, if so, the litigation will continue. If the litigation continues, it could have a material adverse impact on our ability to complete the merger.
See Note 10. of Notes to Condensed Consolidated Financial Statements found in Part IItem 1Financial Statements (Unaudited) for a description of a merger transaction in respect of EXCO.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
No. |
Description of Exhibit |
|
---|---|---|
2.1 | Agreement and Plan of Merger, dated as of March 11, 2003, among EXCO Resources, Inc., EXCO Holdings Inc. and ER Acquisition, Inc., filed as an Exhibit to EXCO's Form 8-K/A filed March 12, 2003 and incorporated by reference herein. | |
3.1 |
Restated Articles of Incorporation of EXCO filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. |
|
3.2 |
Statement of Designation for 5% Convertible Preferred Stock, dated June 21, 2001, filed as an Exhibit to EXCO's Form 8-K/A filed June 29, 2001 and incorporated by reference herein. |
|
3.3 |
Restated Bylaws of EXCO, as amended, filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
|
4.1 |
Restated Articles of Incorporation of EXCO filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. |
|
4.2 |
Restated Bylaws of EXCO, as amended, filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
|
4.3 |
Specimen Stock Certificate for the Common Stock of EXCO filed as an Exhibit to EXCO's Pre-Effective Amendment No. 1 to Form S-2 filed on June 2, 1998 and incorporated by reference herein. |
|
4.4 |
Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
4.5 |
Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
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4.6 |
Statement of Designation for 5% Convertible Preferred Stock, dated June 21, 2001, filed as an Exhibit to EXCO's Form 8-K/A filed June 29, 2001 and incorporated by reference herein. |
|
4.7 |
First Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
4.8 |
First Amendment to Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q, dated November 14, 2001 and incorporated by reference herein. |
|
4.9 |
Second Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q, dated November 14, 2001 and incorporated by reference herein. |
|
4.10 |
Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
4.11 |
Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
4.12 |
Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
4.13 |
Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
34
4.14 |
Second Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
|
4.15 |
Second Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
|
4.16 |
Third Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
4.17 |
Third Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
4.18 |
Fourth Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
|
4.19 |
Fourth Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
|
4.20 |
Fifth Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated April 24, 2003 (filed herewith). |
|
4.21 |
Fifth Amendment to Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated April 24, 2003 (filed herewith). |
|
10.1* |
EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix A to EXCO's Proxy Statement dated March 17, 1998 and incorporated by reference herein. |
|
35
10.2* |
Amendment No. 1 to the EXCO Resources, Inc. 1998 Stock Option Plan, filed as Exhibit 10.10 to EXCO's Form 10-Q dated May 17, 1999 and incorporated by reference herein. |
|
10.3* |
Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option Plan filed as Exhibit 4.6 to Form S-8 filed April 26, 2001 and incorporated by reference herein. |
|
10.4* |
Amendment No. 3 to the EXCO Resources, Inc. 1998 Stock Option Plan filed as Exhibit 4.8 to Form S-8 filed May 10, 2002 and incorporated by reference herein. |
|
10.5* |
EXCO Resources, Inc. 1998 Director Compensation Plan filed as Appendix D to EXCO's Proxy Statement dated March 16, 1999 and incorporated by reference herein. |
|
10.6 |
Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
10.7 |
Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
10.8 |
First Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
10.9 |
First Amendment to Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2001 and incorporated by reference herein. |
|
10.10 |
Second Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2001 and incorporated by reference herein. |
|
10.11 |
Agreement of Purchase and Sale among PrimeWest Energy Inc. and PrimeWest Oil and Gas Corp., as sellers, and Addison Energy Inc., as buyer, dated November 22, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
10.12 |
Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
36
10.13 |
Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
10.14 |
Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
10.15 |
Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
10.16 |
Second Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
|
10.17 |
Second Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
|
10.18 |
Third Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
10.19 |
Third Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
10.20 |
Fourth Amendment to Restated Credit Agreement among EXCO Resources, Inc. And EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
|
37
10.21 |
Fourth Amendment to Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
|
10.22* |
Severance Plan of EXCO Resources, Inc., effective as of August 15, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
10.23 |
Agreement of Purchase and Sale between Devon Canada, as vendor, and Addison Energy Inc., as purchaser, dated January 25, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
10.24 |
Purchase and Sale Agreement between Southwestern Eagle, L.L.C. and SW Production Company, as sellers, and EXCO Resources, Inc., as buyer, dated October 18, 2002 filed as an Exhibit to EXCO's Form 8-K filed November 12, 2002 and incorporated by reference herein. |
|
10.25* |
Promissory Note dated May 18, 2001 by and between Richard E. Miller, as maker, and EXCO Resources, Inc., as payee, filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
|
10.26* |
Pledge Agreement dated May 19, 2001 by and between Richard E. Miller, as pledger, and EXCO Resources, Inc., as the secured party, filed as an Exhibit to EXCO's Form 10- filed March 26, 2003 and incorporated by reference herein. |
|
10.27 |
Form of Addison Energy Inc. Stock Option Agreement effective as of June 30, 2002 filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
|
10.28 |
Agreement, dated as of October 14, 2002, by and between EXCO Resources, Inc. and Douglas H. Miller, filed as an Exhibit to Douglas H. Miller's Schedule 13D filed October 24, 2002 and incorporated by reference herein. |
|
10.29 |
Joinder Agreement, executed by T. W. Eubank and dated as of October 23, 2002, filed as an Exhibit to Douglas H. Miller's Schedule 13D filed October 24, 2002 and incorporated by reference herein. |
|
10.30 |
Form of Joinder Agreement (executed by the following parties: J. Douglas Ramsey, Ph.D.; J. David Choisser; Charles R. Evans; Richard E. Miller; James M. Perkins, Jr.; Richard L. Hodges; John D. Jacobi; Daniel A. Johnson; Harold L. Hickey; Stephen E. Puckett; Russell W. Romoser; W. Andy Bracken; Paul B. Rudnicki; Gary M. Nelson; H. Wayne Gifford; Gary L. Parker; Craig F. Hruska; Steve Fagan; Dennis G. McIntyre; Neil Burrows; Gregory Robb; Jonathan Kuhn; James L. Beninger; Terry Pidkowa; Duane Masse; Jennifer M. Perry; Kirstie M. Egan; Wesley E. Roberts; Delwyn C. Dennison; Muharem Mastalic; Terry L. Trudeau; Jeffrey D. Benjamin and Earl E. Ellis) to that certain Agreement by and between EXCO Resources, Inc. and Douglas H. Miller and dated as of October 14, 2002, attached as Appendix B-4 to EXCO's Schedule 14A filed on March 28, 2003 and incorporated by reference herein. |
|
10.31 |
Confidentiality Agreement, dated as of September 12, 2002, between EXCO Resources, Inc. and Douglas H. Miller, individually and on behalf of the Receiving Party, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed on March 28, 2003 and incorporated by reference herein. |
|
38
10.32 |
Fifth Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated April 24, 2003 (filed herewith). |
|
10.33 |
Fifth Amendment to Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated April 24, 2003 (filed herewith). |
|
99.1 |
Certification of Douglas H. Miller, Chairman of the Board and Chief Executive Officer of EXCO Resources, Inc., dated May 15, 2003, relating to EXCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (filed herewith). |
|
99.2 |
Certification of J. Douglas Ramsey, Ph.D., Vice President and Chief Financial Officer of EXCO Resources, Inc., dated May 15, 2003, relating to EXCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (filed herewith). |
|
99.3 |
Financing Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated December 27, 2002, filed as an Exhibit to Douglas H. Miller's Schedule13D/A filed January 6, 2003 and incorporated by reference herein. |
|
99.4 |
Amendment to Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated January 23, 2003, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.5 |
Amendment to Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated February 28, 2003, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.6 |
Amendment to Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated March 10, 2003, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.7 |
Loan Commitment, dated March 11, 2003, issued to ER Acquisition, Inc. by Bank One, N.A., filed as an Exhibit to EXCO Holdings Inc., et al's Schedule 13D filed March 21, 2003 and incorporated by reference herein. |
|
99.8 |
Contribution Agreement, dated as of March 11, 2003, as amended by First Amendment to Contribution Agreement, dated as of May 6, 2003, by and among Douglas H. Miller, T. W. Eubank and EXCO Holdings Inc., attached as Appendix B-1 to EXCO's Schedule 14A filed on May 9, 2003 and incorporated by reference herein. |
|
99.9 |
Stock Purchase Agreement, dated as of March 11, 2003, by and among EXCO Holdings Inc. and Cerberus Capital Management, L.P., on behalf of one or more funds or affiliates to be designated by it, filed as an Exhibit to EXCO Holdings Inc., et al's Schedule 13D filed March 21, 2003 and incorporated by reference herein. |
|
99.10 |
Voting Agreement, dated as of March 11, 2003, by and among EXCO Holdings Inc., Douglas H. Miller, T. W. Eubank and EXCO Resources, Inc., attached as Appendix B-2 to EXCO's Schedule 14A filed on May 9, 2003 and incorporated by reference herein. |
|
99.11 |
Form of Institutional Investor Stock Purchase Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
39
99.12 |
Form of Management Purchase Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.13 |
Form of Stock Repurchase Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.14 |
Form of Stockholders' Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.15 |
Form of Registration Rights Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.16 |
Form of EXCO Holdings Inc. and Addison Energy Inc. Employee Bonus Retention Plan, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
|
99.17 |
Form of EXCO Holdings Inc. Employee Stock Participation Plan, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
(b) Reports on Form 8-K
Current report on Form 8-K/A dated December 27, 2002 filed January 28, 2003 pursuant to Item 5 reporting an extension of the financing commitment previously received by the Douglas H. Miller group for the proposed acquisition of EXCO.
Current report on Form 8-K/A dated December 27, 2002 filed March 3, 2003 pursuant to Item 5 reporting another extension of the financing commitment previously received by the Douglas H. Miller group for the proposed acquisition of EXCO.
Current report on Form 8-K/A dated December 27, 2002 filed March 12, 2003 pursuant to Item 5 reporting that EXCO entered into an Agreement and Plan of Merger with EXCO Holdings Inc. and ER Acquisition, Inc. providing for the merger of ER Acquisition, Inc. with and into EXCO, with EXCO as the surviving corporation of the merger and a wholly owned subsidiary of EXCO Holdings Inc.
40
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.
EXCO RESOURCES, INC. (Registrant) |
|||
Date: May 15, 2003 |
By: |
/s/ DOUGLAS H. MILLER Douglas H. Miller Chairman and Chief Executive Officer |
|
By: |
/s/ J. DOUGLAS RAMSEY J. Douglas Ramsey Vice President and Chief Financial Officer |
||
By: |
/s/ J. DAVID CHOISSER J. David Choisser Vice President and Chief Accounting Officer |
41
CERTIFICATION
I, Douglas H. Miller, Chief Executive Officer of EXCO Resources, Inc. certify that:
Date: May 15, 2003 | /s/ DOUGLAS H. MILLER Douglas H. Miller Chief Executive Officer |
42
CERTIFICATION
I, J. Douglas Ramsey, Chief Financial Officer of EXCO Resources, Inc., certify that:
Date: May 15, 2003 | /s/ J. DOUGLAS RAMSEY J. Douglas Ramsey Chief Financial Officer |
43
CERTIFICATION
I, J. David Choisser, Chief Accounting Officer of EXCO Resources, Inc., certify that:
Date: May 15, 2003 | /s/ J. DAVID CHOISSER J. David Choisser Chief Accounting Officer |
44
No. |
Description of Exhibit |
|
---|---|---|
2.1 | Agreement and Plan of Merger, dated as of March 11, 2003, among EXCO Resources, Inc., EXCO Holdings Inc. and ER Acquisition, Inc., filed as an Exhibit to EXCO's Form 8-K/A filed March 12, 2003 and incorporated by reference herein. | |
3.1 |
Restated Articles of Incorporation of EXCO filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. |
|
3.2 |
Statement of Designation for 5% Convertible Preferred Stock, dated June 21, 2001, filed as an Exhibit to EXCO's Form 8-K/A filed June 29, 2001 and incorporated by reference herein. |
|
3.3 |
Restated Bylaws of EXCO, as amended, filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
|
4.1 |
Restated Articles of Incorporation of EXCO filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. |
|
4.2 |
Restated Bylaws of EXCO, as amended, filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
|
4.3 |
Specimen Stock Certificate for the Common Stock of EXCO filed as an Exhibit to EXCO's Pre-Effective Amendment No. 1 to Form S-2 filed on June 2, 1998 and incorporated by reference herein. |
|
4.4 |
Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
4.5 |
Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
4.6 |
Statement of Designation for 5% Convertible Preferred Stock, dated June 21, 2001, filed as an Exhibit to EXCO's Form 8-K/A filed June 29, 2001 and incorporated by reference herein. |
|
4.7 |
First Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
4.8 |
First Amendment to Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q, dated November 14, 2001 and incorporated by reference herein. |
|
45
4.9 |
Second Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q, dated November 14, 2001 and incorporated by reference herein. |
|
4.10 |
Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
4.11 |
Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
4.12 |
Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
4.13 |
Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
4.14 |
Second Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
|
4.15 |
Second Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
|
46
4.16 |
Third Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
4.17 |
Third Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
|
4.18 |
Fourth Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
|
4.19 |
Fourth Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
|
4.20 |
Fifth Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated April 24, 2003 (filed herewith). |
|
4.21 |
Fifth Amendment to Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated April 24, 2003 (filed herewith). |
|
10.1* |
EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix A to EXCO's Proxy Statement dated March 17, 1998 and incorporated by reference herein. |
|
10.2* |
Amendment No. 1 to the EXCO Resources, Inc. 1998 Stock Option Plan, filed as Exhibit 10.10 to EXCO's Form 10-Q dated May 17, 1999 and incorporated by reference herein. |
|
10.3* |
Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option Plan filed as Exhibit 4.6 to Form S-8 filed April 26, 2001 and incorporated by reference herein. |
|
10.4* |
Amendment No. 3 to the EXCO Resources, Inc. 1998 Stock Option Plan filed as Exhibit 4.8 to Form S-8 filed May 10, 2002 and incorporated by reference herein. |
|
10.5* |
EXCO Resources, Inc. 1998 Director Compensation Plan filed as Appendix D to EXCO's Proxy Statement dated March 16, 1999 and incorporated by reference herein. |
|
47
10.6 |
Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
10.7 |
Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
10.8 |
First Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated April 26, 2001, filed as an Exhibit to EXCO's Form 10-Q filed May 8, 2001 and incorporated by reference herein. |
|
10.9 |
First Amendment to Credit Agreement among EXCO Resources, Inc. as borrower, and Bank One, NA and the institutions named herein as lenders, Bank One, NA, as administrative agent and Fleet National Bank, as syndication agent and BNP Paribas, as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2001 and incorporated by reference herein. |
|
10.10 |
Second Amendment to Credit Agreement among EXCO Resources Canada Inc. as borrower, and Bank One Canada and the institutions named herein as lenders, Bank One Canada, as administrative agent and BNP Paribas (Canada) as documentation agent and Banc One Capital Markets, Inc. as lead arranger and bookrunner, dated November 14, 2001, filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2001 and incorporated by reference herein. |
|
10.11 |
Agreement of Purchase and Sale among PrimeWest Energy Inc. and PrimeWest Oil and Gas Corp., as sellers, and Addison Energy Inc., as buyer, dated November 22, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
10.12 |
Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
10.13 |
Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated December 18, 2001, filed as an Exhibit to EXCO's Form 8-K filed January 2, 2002 and incorporated by reference herein. |
|
48
10.14 |
Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
10.15 |
Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated April 26, 2002 filed as an Exhibit to EXCO's Form 10-Q filed May 14, 2002 and incorporated by reference herein. |
|
10.16 |
Second Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
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10.17 |
Second Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and the financial institutions which are or may become Lenders, dated June 24, 2002 filed as an Exhibit to EXCO's Form 10-Q filed August 14, 2002 and incorporated by reference herein. |
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10.18 |
Third Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
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10.19 |
Third Amendment to Restated Credit Agreement among Addison Energy Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated September 30, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
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10.20 |
Fourth Amendment to Restated Credit Agreement among EXCO Resources, Inc. And EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
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10.21 |
Fourth Amendment to Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated November 22, 2002, filed as an Exhibit to EXCO's Form 8-K filed November 22, 2002 and incorporated by reference herein. |
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10.22* |
Severance Plan of EXCO Resources, Inc., effective as of August 15, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
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10.23 |
Agreement of Purchase and Sale between Devon Canada, as vendor, and Addison Energy Inc., as purchaser, dated January 25, 2002 filed as an Exhibit to EXCO's Form 10-Q filed November 14, 2002 and incorporated by reference herein. |
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10.24 |
Purchase and Sale Agreement between Southwestern Eagle, L.L.C. and SW Production Company, as sellers, and EXCO Resources, Inc., as buyer, dated October 18, 2002 filed as an Exhibit to EXCO's Form 8-K filed November 12, 2002 and incorporated by reference herein. |
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10.25* |
Promissory Note dated May 18, 2001 by and between Richard E. Miller, as maker, and EXCO Resources, Inc., as payee, filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
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10.26* |
Pledge Agreement dated May 19, 2001 by and between Richard E. Miller, as pledger, and EXCO Resources, Inc., as the secured party, filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
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10.27 |
Form of Addison Energy Inc. Stock Option Agreement effective as of June 30, 2002 filed as an Exhibit to EXCO's Form 10-K filed March 26, 2003 and incorporated by reference herein. |
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10.28 |
Agreement, dated as of October 14, 2002, by and between EXCO Resources, Inc. and Douglas H. Miller, filed as an Exhibit to Douglas H. Miller's Schedule 13D filed October 24, 2002 and incorporated by reference herein. |
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10.29 |
Joinder Agreement, executed by T. W. Eubank and dated as of October 23, 2002, filed as an Exhibit to Douglas H. Miller's Schedule 13D filed October 24, 2002 and incorporated by reference herein. |
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10.30 |
Form of Joinder Agreement (executed by the following parties: J. Douglas Ramsey, Ph.D.; J. David Choisser; Charles R. Evans; Richard E. Miller; James M. Perkins, Jr.; Richard L. Hodges; John D. Jacobi; Daniel A. Johnson; Harold L. Hickey; Stephen E. Puckett; Russell W. Romoser; W. Andy Bracken; Paul B. Rudnicki; Gary M. Nelson; H. Wayne Gifford; Gary L. Parker; Craig F. Hruska; Steve Fagan; Dennis G. McIntyre; Neil Burrows; Gregory Robb; Jonathan Kuhn; James L. Beninger; Terry Pidkowa; Duane Masse; Jennifer M. Perry; Kirstie M. Egan; Wesley E. Roberts; Delwyn C. Dennison; Muharem Mastalic; Terry L. Trudeau; Jeffrey D. Benjamin and Earl E. Ellis) to that certain Agreement by and between EXCO Resources, Inc. and Douglas H. Miller and dated as of October 14, 2002, attached as Appendix B-4 to EXCO's Schedule 14A filed on March 28, 2003 and incorporated by reference herein. |
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10.31 |
Confidentiality Agreement, dated as of September 12, 2002, between EXCO Resources, Inc. and Douglas H. Miller, individually and on behalf of the Receiving Party, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed on March 28, 2003 and incorporated by reference herein. |
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50
10.32 |
Fifth Amendment to Restated Credit Agreement among EXCO Resources, Inc. and EXCO Operating, LP, as borrowers, Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc. as lead arranger and bookrunner, and financial institutions which are or may become Lenders dated April 24, 2003 (filed herewith). |
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10.33 |
Fifth Amendment to Restated Credit Agreement among Addison Energy, Inc., as borrower, Bank One, NA, Canada Branch, as administrative agent, BNP Paribas (Canada), as syndication agent, The Bank of Nova Scotia, as documentation agent, Bank One Capital Markets, Inc., as lead arranger and bookrunner, and financial institutions which are or may become Lenders, dated April 24, 2003 (filed herewith). |
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99.1 |
Certification of Douglas H. Miller, Chairman of the Board and Chief Executive Officer of EXCO Resources, Inc., dated May 15, 2003, relating to EXCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (filed herewith). |
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99.2 |
Certification of J. Douglas Ramsey, Ph.D., Vice President and Chief Financial Officer of EXCO Resources, Inc., dated May 15, 2003, relating to EXCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (filed herewith). |
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99.3 |
Financing Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated December 27, 2002, filed as an Exhibit to Douglas H. Miller's Schedule 13D/A filed January 6, 2003 and incorporated by reference herein. |
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99.4 |
Amendment to Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated January 23, 2003, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.5 |
Amendment to Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated February 28, 2003, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.6 |
Amendment to Commitment Letter of Cerberus Capital Management, L.P. to ER Acquisition, Inc., Douglas H. Miller and T. W. Eubank, dated March 10, 2003, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.7 |
Loan Commitment, dated March 11, 2003, issued to ER Acquisition, Inc. by Bank One, N.A., filed as an Exhibit to EXCO Holdings Inc., et al's Schedule 13D filed March 21, 2003 and incorporated by reference herein. |
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99.8 |
Contribution Agreement, dated as of March 11, 2003, as amended by First Amendment to Contribution Agreement, dated as of May 6, 2003, by and among Douglas H. Miller, T. W. Eubank and EXCO Holdings Inc., attached as Appendix B-1 to EXCO's Schedule 14A filed on May 9, 2003 and incorporated by reference herein. |
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99.9 |
Stock Purchase Agreement, dated as of March 11, 2003, by and among EXCO Holdings Inc. and Cerberus Capital Management, L.P., on behalf of one or more funds or affiliates to be designated by it, filed as an Exhibit to EXCO Holdings Inc., et al's Schedule 13D filed March 21, 2003 and incorporated by reference herein. |
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51
99.10 |
Voting Agreement, dated as of March 11, 2003, by and among EXCO Holdings Inc., Douglas H. Miller, T. W. Eubank and EXCO Resources, Inc., attached as Appendix B-2 to EXCO's Schedule 14A filed on May 9, 2003 and incorporated by reference herein. |
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99.11 |
Form of Institutional Investor Stock Purchase Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.12 |
Form of Management Purchase Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.13 |
Form of Stock Repurchase Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.14 |
Form of Stockholders' Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.15 |
Form of Registration Rights Agreement, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.16 |
Form of EXCO Holdings Inc. and Addison Energy Inc. Employee Bonus Retention Plan, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
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99.17 |
Form of EXCO Holdings Inc. Employee Stock Participation Plan, filed as an Exhibit to EXCO, et al's Schedule 13E-3 filed March 28, 2003 and incorporated by reference herein. |
52