EXCO RESOURCES INC - FORM 10-Q - August 3, 2016

Attached files

file filename
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 OF PFO - EXCO RESOURCES INCexhibit312pfoq22016.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 OF EXEC - EXCO RESOURCES INCexhibit321pfopeoq22016.htm
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 OF PEO - EXCO RESOURCES INCexhibit311peoq22016.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q
______________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
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 001-32743
______________________________ 
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
______________________________
Texas
 
74-1492779
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
 
12377 Merit Drive
Suite 1700, LB 82
Dallas, Texas
 
75251
(Address of principal executive offices)
 
(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  x    NO  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant is required to submit and post such files).    YES  x    NO  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
o

  
Accelerated filer
 
x

 
 
 
 
 
 
 
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  o    NO  x

The number of shares of common stock, par value $0.001 per share, outstanding as of July 28, 2016 was 282,776,414.


EXCO RESOURCES, INC.
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

1

PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 
June 30, 2016
 
December 31, 2015
 
 
(Unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
27,563

 
$
12,247

Restricted cash
 
25,485

 
21,220

Accounts receivable, net:
 
 
 
 
Oil and natural gas
 
7,447

 
37,236

Joint interest
 
15,520

 
22,095

Other
 
3,359

 
8,894

Derivative financial instruments
 
8,686

 
39,499

Inventory and other
 
7,228

 
8,610

Total current assets
 
95,288

 
149,801

Equity investments
 
32,796

 
40,797

Oil and natural gas properties (full cost accounting method):
 
 
 
 
Unproved oil and natural gas properties and development costs not being amortized
 
96,147

 
115,377

Proved developed and undeveloped oil and natural gas properties
 
2,975,428

 
3,070,430

Accumulated depletion
 
(2,675,083
)
 
(2,627,763
)
Oil and natural gas properties, net
 
396,492

 
558,044

Other property and equipment, net
 
25,242

 
27,812

Deferred financing costs, net
 
5,891

 
8,408

Derivative financial instruments
 
1,572

 
6,109

Goodwill
 
163,155

 
163,155

Total assets
 
$
720,436

 
$
954,126

Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued liabilities
 
$
92,704

 
$
88,049

Revenues and royalties payable
 
122,835

 
106,163

Accrued interest payable
 
6,311

 
7,846

Current portion of asset retirement obligations
 
845

 
845

Income taxes payable
 
—

 
—

Derivative financial instruments
 
15,559

 
16

Current maturities of long-term debt
 
50,000

 
50,000

Total current liabilities
 
288,254

 
252,919

Long-term debt
 
1,274,437

 
1,320,279

Deferred income taxes
 
747

 
—

Derivative financial instruments
 
2,335

 
—

Asset retirement obligations and other long-term liabilities
 
44,867

 
43,251

Shareholders’ equity:
 
 
 
 
Common shares, $0.001 par value; 780,000,000 authorized shares; 283,134,228 shares issued and 282,539,565 shares outstanding at June 30, 2016; 283,633,996 shares issued and 283,039,333 shares outstanding at December 31, 2015
 
276

 
276

Additional paid-in capital
 
3,535,747

 
3,522,153

Accumulated deficit
 
(4,418,595
)
 
(4,177,120
)
Treasury shares, at cost; 594,663 shares at June 30, 2016 and December 31, 2015
 
(7,632
)
 
(7,632
)
Total shareholders’ equity
 
(890,204
)
 
(662,323
)
Total liabilities and shareholders’ equity
 
$
720,436

 
$
954,126

See accompanying notes.

2

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share data)
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
 
Oil
 
$
17,990

 
$
31,545

 
$
33,473

 
$
52,428

Natural gas
 
36,231

 
62,197

 
72,397

 
127,634

Total revenues
 
54,221

 
93,742

 
105,870

 
180,062

Costs and expenses:
 
 
 
 
 
 
 
 
Oil and natural gas operating costs
 
7,560

 
14,135

 
17,038

 
29,076

Production and ad valorem taxes
 
4,857

 
5,603

 
9,497

 
10,464

Gathering and transportation
 
26,895

 
24,785

 
53,525

 
50,500

Depletion, depreciation and amortization
 
19,084

 
61,658

 
48,085

 
124,147

Impairment of oil and natural gas properties
 
26,214

 
394,327

 
160,813

 
670,654

Accretion of discount on asset retirement obligations
 
769

 
568

 
1,681

 
1,124

General and administrative
 
16,983

 
12,597

 
27,880

 
27,834

Other operating items
 
24,856

 
1,534

 
25,046

 
1,346

Total costs and expenses
 
127,218

 
515,207

 
343,565

 
915,145

Operating loss
 
(72,997
)
 
(421,465
)
 
(237,695
)
 
(735,083
)
Other income (expense):
 
 
 
 
 
 
 
 
Interest expense, net
 
(17,932
)
 
(25,571
)
 
(37,189
)
 
(53,061
)
Gain (loss) on derivative financial instruments
 
(36,432
)
 
(6,631
)
 
(19,841
)
 
17,079

Gain on extinguishment of debt
 
16,839

 
—

 
61,953

 
—

Other income
 
13

 
47

 
25

 
98

Equity loss
 
(91
)
 
(535
)
 
(8,001
)
 
(1,300
)
Total other expense
 
(37,603
)
 
(32,690
)
 
(3,053
)
 
(37,184
)
Loss before income taxes
 
(110,600
)
 
(454,155
)
 
(240,748
)
 
(772,267
)
Income tax expense
 
747

 
—

 
747

 
—

Net loss
 
$
(111,347
)
 
$
(454,155
)
 
$
(241,495
)
 
$
(772,267
)
Loss per common share:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Net loss
 
$
(0.40
)
 
$
(1.67
)
 
$
(0.87
)
 
$
(2.84
)
Weighted average common shares outstanding
 
278,783

 
271,549

 
278,570

 
271,536

Diluted:
 
 
 
 
 
 
 
 
Net loss
 
$
(0.40
)
 
$
(1.67
)
 
$
(0.87
)
 
$
(2.84
)
Weighted average common shares and common share equivalents outstanding
 
278,783

 
271,549

 
278,570

 
271,536


See accompanying notes.


3

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Six Months Ended June 30,
(in thousands)
 
2016
 
2015
Operating Activities:
 
 
 
 
Net loss
 
$
(241,495
)
 
$
(772,267
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Deferred income tax expense
 
747

 
—

Depletion, depreciation and amortization
 
48,085

 
124,147

Equity-based compensation expense
 
13,141

 
3,119

Accretion of discount on asset retirement obligations
 
1,681

 
1,124

Impairment of oil and natural gas properties
 
160,813

 
670,654

Loss from equity investments
 
8,001

 
1,300

(Gain) loss on derivative financial instruments
 
19,841

 
(17,079
)
Cash receipts of derivative financial instruments
 
33,388

 
57,039

Amortization of deferred financing costs and discount on debt issuance
 
4,999

 
6,975

Other non-operating items
 
25,151

 
—

Gain on extinguishment of debt
 
(61,953
)
 
—

Effect of changes in:
 
 
 
 
Restricted cash with related party
 
(2,101
)
 
(600
)
Accounts receivable
 
37,633

 
50,758

Other current assets
 
183

 
790

Accounts payable and other liabilities
 
(2,189
)
 
(17,756
)
Net cash provided by operating activities
 
45,925

 
108,204

Investing Activities:
 
 
 
 
Additions to oil and natural gas properties, gathering assets and equipment
 
(54,963
)
 
(204,600
)
Property acquisitions
 
—

 
(7,608
)
Proceeds from disposition of property and equipment
 
11,490

 
7,397

Restricted cash
 
(2,164
)
 
6,989

Net changes in advances to joint ventures
 
2,404

 
5,756

Equity investments and other
 
—

 
(503
)
Net cash used in investing activities
 
(43,233
)
 
(192,569
)
Financing Activities:
 
 
 
 
Borrowings under EXCO Resources Credit Agreement
 
297,897

 
90,000

Repayments under EXCO Resources Credit Agreement
 
(243,797
)
 
—

Payments on Exchange Term Loan
 
(25,278
)
 
—

Repurchases of senior unsecured notes
 
(13,299
)
 
—

Deferred financing costs and other
 
(2,899
)
 
(2,033
)
Net cash provided by financing activities
 
12,624

 
87,967

Net increase in cash
 
15,316

 
3,602

Cash at beginning of period
 
12,247

 
46,305

Cash at end of period
 
$
27,563

 
$
49,907

Supplemental Cash Flow Information:
 
 
 
 
Cash interest payments
 
$
33,699

 
$
52,069

Income tax payments
 
—

 
—

Supplemental non-cash investing and financing activities:
 
 
 
 
Capitalized equity-based compensation
 
$
207

 
$
1,936

Capitalized interest
 
2,642

 
7,027


See accompanying notes.

4


EXCO RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
 
 
Common shares
 
Treasury shares
 
Additional paid-in capital
 
Accumulated deficit
 
Total shareholders’ equity
(in thousands)
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
Balance at December 31, 2014
 
274,352

 
$
270

 
(578
)
 
$
(7,615
)
 
$
3,502,209

 
$
(2,984,860
)
 
$
510,004

Issuance of common shares
 
—

 
—

 
—

 
—

 
98

 
—

 
98

Equity-based compensation
 
—

 
—

 
—

 
—

 
4,743

 
—

 
4,743

Restricted shares issued, net of cancellations
 
(23
)
 
—

 
—

 
—

 
—

 
—

 
—

Common share dividends
 
—

 
—

 
—

 
—

 
—

 
1

 
1

Net loss
 
—

 
—

 
—

 
—

 
—

 
(772,267
)
 
(772,267
)
Balance at June 30, 2015
 
274,329

 
$
270

 
(578
)
 
$
(7,615
)
 
$
3,507,050

 
$
(3,757,126
)
 
$
(257,421
)
Balance at December 31, 2015
 
283,634

 
$
276

 
(595
)
 
$
(7,632
)
 
$
3,522,153

 
$
(4,177,120
)
 
$
(662,323
)
Equity-based compensation
 
—

 
—

 
—

 
—

 
13,594

 
—

 
13,594

Restricted shares issued, net of cancellations
 
(500
)
 
—

 
—

 
—

 
—

 
—

 
—

Common share dividends
 
—

 
—

 
—

 
—

 
—

 
20

 
20

Net loss
 
—

 
—

 
—

 
—

 
—

 
(241,495
)
 
(241,495
)
Balance at June 30, 2016
 
283,134

 
$
276

 
(595
)
 
$
(7,632
)
 
$
3,535,747

 
$
(4,418,595
)
 
$
(890,204
)
 
See accompanying notes.

5

EXCO RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.Organization and basis of presentation

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “EXCO,” “EXCO Resources,” “Company,” “we,” “us,” and “our” are to EXCO Resources, Inc. and its consolidated subsidiaries.
We are an independent oil and natural gas company engaged in the exploration, exploitation, acquisition, development and production of onshore U.S. oil and natural gas properties with a focus on shale resource plays. Our principal operations are conducted in certain key U.S. oil and natural gas areas including Texas, Louisiana and the Appalachia region. The following is a brief discussion of our producing regions.

•East Texas and North Louisiana
The East Texas and North Louisiana regions are primarily comprised of our Haynesville and Bossier shale assets. We have a joint venture with BG Group, plc ("BG Group"), a wholly owned subsidiary of Royal Dutch Shell, plc, covering an undivided 50% interest in the majority of our Haynesville and Bossier shale assets in East Texas and North Louisiana. The East Texas and North Louisiana regions also include certain assets outside of the joint venture in the Haynesville and Bossier shales. We serve as the operator for most of our properties in the East Texas and North Louisiana regions.

•South Texas
The South Texas region is primarily comprised of our Eagle Ford shale assets. We serve as the operator for most of our properties in the South Texas region.

•Appalachia
The Appalachia region is primarily comprised of Marcellus shale assets as well as shallow conventional assets in other formations. We have a joint venture with BG Group covering our shallow conventional assets and Marcellus shale assets in the Appalachia region ("Appalachia JV"). EXCO and BG Group each own an undivided 50% interest in the Appalachia JV and a 49.75% working interest in the Appalachia JV's properties. The remaining 0.5% working interest is held by a jointly owned operating entity ("OPCO") that operates the Appalachia JV's properties. We own a 50% interest in OPCO. On July 1, 2016, we closed the sale of our interests in shallow conventional assets located in Pennsylvania and retained an overriding royalty interest in each well. See "Note 13. Subsequent events" for additional discussion.
The accompanying Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2016 and 2015 are for EXCO and its subsidiaries. The condensed consolidated financial statements and related footnotes are presented in accordance with generally accepted accounting principles in the United States ("GAAP"). Certain reclassifications have been made to prior period information to conform to current period presentation.
We have prepared the accompanying unaudited interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and in the opinion of management, such financial statements reflect all adjustments necessary to fairly present the consolidated financial position of EXCO at June 30, 2016 and its results of operations and cash flows for the periods presented. We have omitted certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP pursuant to those rules and regulations, although we believe that the disclosures we have made are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with our audited consolidated financial statements and related footnotes included in EXCO's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 2, 2016 ("2015 Form 10-K").
In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures. The results of operations for the interim periods are not necessarily indicative of the results we expect for the full year.


6

Going Concern Presumption and Management’s Plans
These unaudited Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and other commitments in the normal course of business. Our liquidity and ability to maintain compliance with debt covenants have been negatively impacted by the prolonged depressed oil and natural gas price environment, levels of indebtedness, and gathering, transportation and certain other commercial contracts. As of June 30, 2016, we were in compliance with the financial covenants under our credit agreement (“EXCO Resources Credit Agreement”). However, based on our current estimates and expectations, we do not believe we will be able to comply with all of the covenants under the EXCO Resources Credit Agreement during the next twelve months.
As part of our comprehensive restructuring program, on July 27, 2016, we announced a commencement of a cash tender offer for our outstanding senior unsecured notes up to a maximum combined aggregate price paid of $40.0 million ("Tender Offer"). See “Note 13. Subsequent events” for additional information. If we are successful in the Tender Offer, the purchases are expected to be funded primarily with the borrowings under the EXCO Resources Credit Agreement. There can be no assurances regarding the success or extent of the purchases of the senior unsecured notes as part of the Tender Offer process. Furthermore, the next borrowing base redetermination under the EXCO Resources Credit Agreement is scheduled to occur on or about September 1, 2016. The lenders party to the EXCO Resources Credit Agreement have considerable discretion in setting our borrowing base, and we are unable to predict the outcome of any future redeterminations.
We are required to maintain a consolidated current ratio (as defined in the EXCO Resources Credit Agreement) of at least 1.0 to 1.0 as of the end of any fiscal quarter, which includes unused commitments in the definition of consolidated current assets. The inclusion of the unused commitments has historically allowed us to maintain compliance with the consolidated current ratio covenant under the EXCO Resources Credit Agreement. Therefore, the reduction in unused commitments as a result of borrowings to fund the Tender Offer or further reductions to our borrowing base as part of the upcoming redetermination process would negatively impact our consolidated current ratio and liquidity.
As a result of the impact of the aforementioned factors on our financial results and condition, we anticipate that we will not meet the minimum requirement under the current ratio for the twelve-month period following the date of these Condensed Consolidated Financial Statements. We expect to maintain compliance with the minimum requirements for the financial covenants in the EXCO Resources Credit Agreement related to the ratio of consolidated EBITDAX to consolidated interest expense (“Interest Coverage Ratio”) and the ratio of senior secured indebtedness to consolidated EBITDAX (“Senior Secured Indebtedness Ratio”) for the twelve-month period following the date of these Condensed Consolidated Financial Statements. If we are not able to meet our debt covenants in future periods, we may be required, but unable, to refinance all or part of our existing debt, seek covenant relief from our lenders, sell assets, incur additional indebtedness, or issue equity on terms acceptable to us, if at all, and may be required to surrender assets pursuant to the security provisions of the EXCO Resources Credit Agreement. Therefore, our ability to continue our planned principal business operations would be dependent on the actions of our lenders or obtaining additional debt and/or equity financing to repay outstanding indebtedness under the EXCO Resources Credit Agreement. These factors raise substantial doubt about our ability to continue as a going concern.
The EXCO Resources Credit Agreement and the term loan credit agreements governing our senior secured second lien term loans due October 26, 2020 (“Second Lien Term Loans”) require our annual financial statements to include a report from our independent registered public accounting firm without an explanatory paragraph related to our ability to continue as a going concern. If the substantial doubt about our ability to continue as a going concern still exists at December 31, 2016 or if we fail to comply with the financial and other covenants in the EXCO Resources Credit Agreement or the Second Lien Term Loans, we would be in default under such agreement. Any event of default may cause a default or accelerate our obligations with respect to our other outstanding indebtedness, including our senior unsecured notes due September 15, 2018 (“2018 Notes”) and senior unsecured notes due April 15, 2022 (“2022 Notes”), which could adversely affect our business, financial condition and results of operations.
Our decision to commence the Tender Offer process is part of EXCO’s comprehensive restructuring process focused on improving its capital structure and providing structural liquidity. We are evaluating transactions that could further enhance our liquidity and capital structure including the exchanges of existing indebtedness for common shares, issuance of additional indebtedness, the restructuring or repurchase of existing indebtedness, issuance of equity, restructuring of gathering, transportation and certain other commercial contracts, cost reductions, divestitures of assets or similar transactions. There is no assurance any such transactions will occur.
The accompanying unaudited Condensed Consolidated Financial Statements do not include any adjustments to reflect the possible future effects of this uncertainty on the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities.


7

2.Significant accounting policies
We consider significant accounting policies to be those related to our estimates of proved reserves, oil and natural gas properties, derivatives, business combinations, equity-based compensation, goodwill, revenue recognition, asset retirement obligations and income taxes. The policies include significant estimates made by management using information available at the time the estimates were made. However, these estimates could change materially if different information or assumptions were used. These policies and others are summarized in our 2015 Form 10-K.
Concentration of credit risk
We sell oil and natural gas to various customers and certain customers account for a significant amount of our total consolidated revenues. The majority of our accounts receivable are due from either purchasers of oil or natural gas or participants in oil and natural gas wells for which we serve as the operator. We have the right to offset future revenues against unpaid charges related to wells that we operate. We are managing our credit risk as a result of the current commodity price environment through the attainment of financial assurances from certain customers. In 2016, we entered into an agreement with a significant customer to prepay us for estimated future oil and natural gas production. At June 30, 2016, we recorded $26.0 million of prepayments from the customer, which are included in "Accounts payable and accrued liabilities" or in "Revenues and royalties payable" in the Condensed Consolidated Balance Sheets.
Recent accounting pronouncements
In May 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12"). ASU 2016-12 does not change the core principle of Topic 606 but improves the following aspects of Topic 606: assessing collectability, presentation of sales taxes, noncash considerations, completed contracts and contract modifications at transaction. ASU 2016-12 is effective for annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-12 on our consolidated financial condition and results of operations.
In May 2016, the FASB issued ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting ("ASU 2016-11"). The SEC Staff is rescinding the following SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities-Oil and Gas, effective upon adoption of Topic 606. Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: a) Revenue and Expense Recognition for Freight Services in Process which is codified in 605-20-S99-2; b) Accounting for Shipping and Handling Fees and Costs, which is codified in paragraph 605-45-S99-1; c) Accounting for Consideration Given by a Vendor to a Customer, which is codified in paragraph 605-50-S99-1 and d) Accounting for Gas-Balancing Arrangements (that is, use of the “entitlements method”), which is codified in paragraph 932-10-S99-5. We do not use the entitlements method of accounting and are not impacted by this specific SEC Staff Observer comment; however, we are assessing the potential impact of other SEC Staff Observer comments included in ASU 2016-11 on our consolidated financial condition and results of operations.
In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"). ASU 2016-10 does not change the core principle of Topic 606 but clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective for annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-10 on our consolidated financial condition and results of operations.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-07 is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. We are currently assessing the potential impact of ASU 2016-09 on our consolidated financial condition and results of operations.
In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08"). ASU 2016-08 does not change the core principle of Topic 606 but clarifies the implementation guidance on principal versus agent considerations. ASU 2016-08 is effective for annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-08 on our consolidated financial condition and results of operations.

8

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"). ASU 2016-07 eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. ASU 2016-07 is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. We do not currently have significant investments that are accounted for by a method other than the equity method and do not expect ASU 2016-07 to have a significant impact on our consolidated financial condition and results of operations.

3.Divestitures
South Texas transaction

On May 6, 2016, we closed a sale of certain non-core undeveloped acreage in South Texas and our interests in four producing wells for $11.5 million, subject to customary post-closing purchase price adjustments. Proceeds from the sale were used to reduce indebtedness under the EXCO Resources Credit Agreement.

4.Asset retirement obligations

The following is a reconciliation of our asset retirement obligations for the six months ended June 30, 2016:
(in thousands)
 
 
Asset retirement obligations at beginning of period
 
$
41,648

Activity during the period:
 
 
Liabilities settled during the period
 
(59
)
Adjustment to liability due to divestitures
 
(30
)
Accretion of discount
 
1,681

Asset retirement obligations at end of period
 
43,240

Less current portion
 
845

Long-term portion
 
$
42,395

Our asset retirement obligations are determined using discounted cash flow methodologies based on inputs and assumptions developed by management. We do not have any assets that are legally restricted for purposes of settling asset retirement obligations. See "Note 13. Subsequent events" for further details regarding the impact of the divestiture of conventional assets in July 2016 on our asset retirement obligations.

5.Oil and natural gas properties

We use the full cost method of accounting, which involves capitalizing all acquisition, exploration, exploitation and development costs of oil and natural gas properties. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. We review our unproved oil and natural gas property costs on a quarterly basis to assess for impairment or the need to transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. The majority of our undeveloped properties are held-by-production, which reduces the risk of impairment as a result of lease expirations. There were no impairments of unproved properties during the six months ended June 30, 2016 or 2015.
At the end of each quarterly period, companies that use the full cost method of accounting for their oil and natural gas properties must compute a limitation on capitalized costs ("ceiling test"). The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling limitation is less than the full cost pool, we are required to record an impairment of our oil and natural gas properties. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying the average price as prescribed by the SEC, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10%, plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects.

9

The ceiling test for each period presented was based on the following average spot prices, in each case adjusted for quality factors and regional differentials to derive estimated future net revenues. Prices presented in the table below are the trailing twelve-month simple average spot prices at the first of the month for natural gas at Henry Hub ("HH") and West Texas Intermediate ("WTI") crude oil at Cushing, Oklahoma. The fluctuations demonstrate the volatility in oil and natural gas prices between each of the periods and have a significant impact on our ceiling test limitation.
 
 
Average spot prices
 
 
Oil (per Bbl)
 
Natural gas (per Mmbtu)
June 30, 2016
 
$
43.12

 
$
2.24

March 31, 2016
 
46.26

 
2.40

December 31, 2015
 
50.28

 
2.59

We recognized impairments to our proved oil and natural gas properties of $26.2 million and $160.8 million for the three and six months ended June 30, 2016, respectively, and $394.3 million and $670.7 million for the three and six months ended June 30, 2015, respectively. The impairments were primarily due to the decline in oil and natural gas prices.  Furthermore, the fixed costs associated with certain gathering and transportation contracts continue to have a significant impact on the present value of our proved reserves. The spot prices on the first day of July 2016 exceeded the trailing twelve-month reference prices at June 30, 2016.  However, oil and natural gas prices are volatile and we may incur additional impairments during 2016 if future oil and natural gas prices result in a decrease in the trailing twelve-month reference prices compared to June 30, 2016. The possibility and amount of any future impairments is difficult to predict, and will depend, in part, upon future oil and natural gas prices to be utilized in the ceiling test, estimates of proved reserves, future capital expenditures and operating costs.
During 2016, all of our proved undeveloped reserves, other than the proved undeveloped reserves associated with certain wells drilled in 2016, were reclassified to unproved primarily due to the uncertainty regarding the financing required to develop these reserves.  Our liquidity and capital resources continue to be impacted by the current commodity price environment as evidenced by factors such as the reduction to the borrowing base under the EXCO Resources Credit Agreement in March 2016 and other circumstances.  As such, these factors resulted in uncertainty regarding the extent and types of financing available for our future development activities. A significant amount of our proved undeveloped reserves that were reclassified to unproved remain economic at current prices, and we may report proved undeveloped reserves in future filings if we determine we have the financial capability to execute a development plan.  
The evaluation of impairment of our oil and natural gas properties includes estimates of proved reserves. There are inherent uncertainties in estimating quantities of proved reserves including projecting the future rates of production and the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data, and engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revisions of such estimate. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered.     


10

6.Loss per share

The following table presents the basic and diluted loss per share computations for the three and six months ended June 30, 2016 and 2015: 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share data)
 
2016
 
2015
 
2016
 
2015
Basic net loss per common share:
 
 
 
 
 
 
 
 
    Net loss
 
$
(111,347
)
 
$
(454,155
)
 
$
(241,495
)
 
$
(772,267
)
    Weighted average common shares outstanding
 
278,783

 
271,549

 
278,570

 
271,536

    Net loss per basic common share
 
$
(0.40
)
 
$
(1.67
)
 
$
(0.87
)
 
$
(2.84
)
Diluted net loss per common share:
 
 
 
 
 
 
 
 
   Net loss
 
$
(111,347
)
 
$
(454,155
)
 
$
(241,495
)
 
$
(772,267
)
Weighted average common shares outstanding
 
278,783

 
271,549

 
278,570

 
271,536

Dilutive effect of:
 
 
 
 
 
 
 
 
Stock options
 
—

 
—

 
—

 
—

Restricted shares and restricted share units
 
—

 
—

 
—

 
—

Warrants
 
—

 
—

 
—

 
—

Weighted average common shares and common share equivalents outstanding
 
278,783

 
271,549

 
278,570

 
271,536

    Net loss per diluted common share
 
$
(0.40
)
 
$
(1.67
)
 
$
(0.87
)
 
$
(2.84
)
Diluted net loss per common share for the three and six months ended June 30, 2016 and 2015 is computed in the same manner as basic loss per share after assuming the issuance of common shares for all potentially dilutive common share equivalents, which include stock options, restricted share units, restricted share awards and warrants, whether exercisable or not. The computation of diluted loss per share excluded 88,537,824 and 12,152,822 antidilutive share equivalents for the three months ended June 30, 2016 and 2015, respectively, and 89,849,375 and 12,657,675 antidilutive share equivalents for the six months ended June 30, 2016 and 2015, respectively. Our antidilutive share equivalents for the three and six months ended June 30, 2016 included 80,000,000 warrants issued to Energy Strategic Advisory Services LLC ("ESAS"). See "Note 11. Related party transactions" for additional information on the warrants issued to ESAS.

7.Derivative financial instruments

Our primary objective in entering into derivative financial instruments is to manage our exposure to commodity price fluctuations, protect our returns on investments and achieve a more predictable cash flow from operations. These transactions limit exposure to declines in commodity prices, but also limit the benefits we would realize if commodity prices increase. When prices for oil and natural gas are volatile, a significant portion of the effect of our derivative financial instruments consists of non-cash income or expense due to changes in the fair value. Cash losses or gains only arise from payments made or received on monthly settlements of contracts or if we terminate a contract prior to its expiration. We do not designate our derivative financial instruments as hedging instruments for financial accounting purposes and, as a result, we recognize the change in the respective instruments’ fair value in earnings.
The table below outlines the classification of our derivative financial instruments on our Condensed Consolidated Balance Sheets and their financial impact on our Condensed Consolidated Statements of Operations.    
Fair Value of Derivative Financial Instruments
(in thousands)
 
June 30, 2016
 
December 31, 2015
Derivative financial instruments - Current assets
 
$
8,686

 
$
39,499

Derivative financial instruments - Long-term assets
 
1,572

 
6,109

Derivative financial instruments - Current liabilities
 
(15,559
)
 
(16
)
Derivative financial instruments - Long-term liabilities
 
(2,335
)
 
—

Net derivative financial instruments
 
$
(7,636
)
 
$
45,592


11

Effect of Derivative Financial Instruments
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
2016
 
2015
 
2016
 
2015
Gain (loss) on derivative financial instruments
 
$
(36,432
)
 
$
(6,631
)
 
$
(19,841
)
 
$
17,079

Settlements in the normal course of maturities of our derivative financial instrument contracts result in cash receipts from, or cash disbursements to, our derivative contract counterparties. Changes in the fair value of our derivative financial instrument contracts, which includes both cash settlements and non-cash changes in fair value, are included in earnings with a corresponding increase or decrease in the Condensed Consolidated Balance Sheets fair value amounts.
Our oil and natural gas derivative instruments are comprised of the following instruments:
Swaps: These contracts allow us to receive a fixed price and pay a floating market price to the counterparty for the hedged commodity.
Swaptions: These contracts give our trading counterparties the right, but not the obligation, to enter into a swap contract for an agreed quantity of oil or natural gas from us at a certain time and fixed price in the future. The counterparty to our swaption contracts can choose to exercise its option in December 2016 to enter into 2017 swap contracts.
Collars: A collar is a combination of options including a sold call and a purchased put. These contracts allow us to participate in the upside of commodity prices to the ceiling of the call option and provide us with downside protection through the put option. If the market price is below the strike price of the purchased put at the time of settlement then the counterparty pays us the excess. If the market price is above the strike price of the sold call at the time of settlement, we pay the counterparty the excess. These transactions were conducted contemporaneously with a single counterparty and resulted in a net cashless transaction.
We place our derivative financial instruments with the financial institutions that are lenders under our credit agreement that we believe have high quality credit ratings. To mitigate our risk of loss due to default, we have entered into master netting agreements with counterparties to our derivative financial instruments that allow us to offset our asset position with our liability position in the event of a default by the counterparty. Our credit rating and financial condition may restrict our ability to enter into certain types of derivative financial instruments and limit the maturity of the contracts with counterparties.

12

The following table presents the volumes and fair value of our oil and natural gas derivative financial instruments as of June 30, 2016:
(dollars in thousands, except prices)
 
Volume Bbtu/Mbbl
 
Weighted average strike price per Mmbtu/Bbl
 
Fair value at June 30, 2016
Natural gas:
 
 
 
 
 
 
Swaps:
 
 
 
 
 
 
Remainder of 2016
 
28,520

 
$
2.88

 
$
(3,819
)
2017
 
23,700

 
2.99

 
(4,526
)
2018
 
3,650

 
3.15

 
410

Swaptions:
 
 
 
 
 
 
2017
 
7,300

 
2.76

 
(3,603
)
Collars:
 
 
 
 
 
 
2017
 
3,650

 
 
 
(295
)
Sold call
 
 
 
3.43

 
 
Purchased put
 
 
 
2.80

 
 
Total natural gas
 
 
 
 
 
$
(11,833
)
Oil:
 
 
 
 
 
 
Swaps:
 
 
 
 
 
 
Remainder of 2016
 
552

 
$
58.61

 
$
4,610

2017
 
183

 
50.00

 
(413
)
Total oil
 
 
 
 
 
$
4,197

Total oil and natural gas derivative financial instruments
 
 
 
 
 
$
(7,636
)
At December 31, 2015, we had outstanding swap contracts covering 49,370 Bbtu of natural gas and 915 Mbbls of oil.
At June 30, 2016, the average forward NYMEX WTI oil prices per Bbl for the remainder of 2016 and calendar year 2017 were $49.59 and $52.20, respectively, and the average forward NYMEX HH natural gas prices per Mmbtu for the remainder of 2016 and calendar years 2017 and 2018 were $3.03, $3.18 and $3.02, respectively.
Our derivative financial instruments covered approximately 58% and 65% of production volumes for the three months ended June 30, 2016 and 2015, respectively, and 52% and 65% of production volumes for the six months ended June 30, 2016 and 2015, respectively.


13

8.Debt
The carrying value of our total debt is summarized as follows:
(in thousands)
 
June 30, 2016
 
December 31, 2015
EXCO Resources Credit Agreement
 
$
121,592

 
$
67,492

Exchange Term Loan
 
615,894

 
641,172

Fairfax Term Loan
 
300,000

 
300,000

2018 Notes
 
131,576

 
158,015

Unamortized discount on 2018 Notes
 
(656
)
 
(932
)
2022 Notes
 
171,432

 
222,826

Deferred financing costs, net
 
(15,401
)
 
(18,294
)
Total debt
 
1,324,437

 
1,370,279

Less amounts due within one year
 
50,000

 
50,000

Total debt due after one year
 
$
1,274,437

 
$
1,320,279


 
 
June 30, 2016
(in thousands)
 
Carrying value
 
Deferred reduction in carrying value
 
Unamortized discount/deferred financing costs
 
Principal balance
EXCO Resources Credit Agreement
 
$
121,592

 
$
—

 
$
—

 
$
121,592

Exchange Term Loan
 
615,894

 
(215,894
)
 
—

 
400,000

Fairfax Term Loan
 
300,000

 
—

 
—

 
300,000

2018 Notes
 
130,920

 
—

 
656

 
131,576

2022 Notes
 
171,432

 
—

 
—

 
171,432

Deferred financing costs, net
 
(15,401
)
 
—

 
15,401

 
—

Total debt
 
$
1,324,437

 
$
(215,894
)
 
$
16,057

 
$
1,124,600

Terms and conditions of our debt obligations are discussed below.
Recent transactions
In the second quarter of 2016, we completed additional transactions focused on reducing our indebtedness including open market repurchases of an aggregate of $12.0 million and $11.5 million in principal amount of the 2018 Notes and 2022 Notes, respectively, with an aggregate of $5.4 million in cash. For the six months ended June 30, 2016, we repurchased an aggregate of $26.4 million and $51.4 million in principal amount of the 2018 Notes and 2022 Notes, respectively, with an aggregate of $13.3 million in cash. The open market repurchases resulted in a net gain on extinguishment of debt of $16.8 million and $62.0 million for the three and six months ended June 30, 2016, respectively.
On July 27, 2016, we announced the commencement of a Tender Offer for the 2018 Notes and 2022 Notes up to a maximum combined amount of $40.0 million on the aggregate price paid. We expect to fund these purchases primarily with borrowings under the EXCO Resources Credit Agreement. See “Note 13. Subsequent events” for a more detailed discussion and the terms of the Tender Offer.
EXCO Resources Credit Agreement
As of June 30, 2016, we had $121.6 million of outstanding indebtedness, $325.0 million of available borrowing base and $193.2 million of unused borrowing base, net of letters of credit under the EXCO Resources Credit Agreement. The maturity date of the EXCO Resources Credit Agreement is July 31, 2018. The interest rate grid for the revolving commitment under the EXCO Resources Credit Agreement ranged from London Interbank Offered Rate ("LIBOR") plus 225 bps to 325 bps (or alternate base rate ("ABR") plus 125 bps to 225 bps), depending on our borrowing base usage. On June 30, 2016, our interest rate was approximately 3.0%.
As of June 30, 2016, we were in compliance with the financial covenants (defined in the EXCO Resources Credit Agreement), which required that we:

14

•
maintain a consolidated current ratio of at least 1.0 to 1.0 as of the end of any fiscal quarter. The consolidated current assets utilized in this ratio include unused commitments under the EXCO Resources Credit Agreement;
•
maintain an Interest Coverage Ratio of at least 1.25 to 1.0 as of the end of any fiscal quarter. The consolidated interest expense utilized in the Interest Coverage Ratio is calculated in accordance with GAAP; therefore, this excludes cash payments under the terms of the Exchange Term Loan (as defined below), whether designated as interest or as principal amount, that reduce the carrying amount and are not recognized as interest expense; and
•
not permit a Senior Secured Indebtedness Ratio to be greater than 2.5 to 1.0 as of the end of any fiscal quarter. Senior secured indebtedness utilized in the Senior Secured Indebtedness Ratio excludes the Second Lien Term Loans (as defined below) and any other secured indebtedness subordinated to the EXCO Resources Credit Agreement.
Our liquidity and ability to maintain compliance with debt covenants have been negatively impacted by the prolonged depressed oil and natural gas price environment, levels of indebtedness, and gathering, transportation and certain other commercial contracts. Based on our current estimates and expectations, we do not believe we will be able to comply with all of the covenants under the EXCO Resources Credit Agreement for the twelve-month period following the date of these Condensed Consolidated Financial Statements. See "Note 1. Organization and basis of presentation" for further discussion on this matter.
On March 29, 2016, the lenders under the EXCO Resources Credit Agreement completed their regular semi-annual borrowing base redetermination, which resulted in a reduction in our borrowing base from $375.0 million to $325.0 million primarily due to depressed oil and natural gas prices. The borrowing base under the EXCO Resources Credit Agreement remains subject to semi-annual review and redetermination by the lenders pursuant to the terms of the EXCO Resources Credit Agreement, and the next scheduled redetermination of the borrowing base is set to occur on or about September 1, 2016.
Second Lien Term Loans
On October 26, 2015, we closed a 12.5% senior secured second lien term loan with certain affiliates of Fairfax Financial Holdings Limited ("Fairfax") in the aggregate principal amount of $300.0 million ("Fairfax Term Loan"). We also closed a 12.5% senior secured second lien term loan with certain unsecured noteholders in the aggregate principal amount of $291.3 million on October 26, 2015 and $108.7 million on November 4, 2015 (“Exchange Term Loan,” and together with the Fairfax Term Loan, “Second Lien Term Loans”). The proceeds from the Exchange Term Loan were used to repurchase a portion of the outstanding 2018 Notes and 2022 Notes in exchange for the holders of such notes agreeing to act as lenders in connection with the Exchange Term Loan. The exchange was accounted for as a troubled debt restructuring pursuant to FASB ASC 470-60, Troubled Debt Restructuring by Debtors. The future undiscounted cash flows from the Exchange Term Loan through its maturity were less than the carrying amounts of the retired 2018 Notes and 2022 Notes. As a result, the carrying amount of the Exchange Term Loan is equal to the total undiscounted future cash payments, including interest and principal.  All cash payments under the terms of the Exchange Term Loan, whether designated as interest or as principal amount, will reduce the carrying amount and no interest expense will be recognized. As such, our reported interest expense will be less than the contractual payments throughout the term of the Exchange Term Loan. 
The Second Lien Term Loans mature on October 26, 2020 with interest payable on the last day in each calendar quarter. The Second Lien Term Loans are guaranteed by substantially all of EXCO’s subsidiaries, with the exception of certain non-guarantor subsidiaries and our jointly held equity investments with BG Group, and are secured by second-priority liens on substantially all of EXCO’s assets securing the indebtedness under the EXCO Resources Credit Agreement. The Second Lien Term Loans rank (i) junior to the debt under the EXCO Resources Credit Agreement and any other priority lien obligations, (ii) pari passu to one another and (iii) effectively senior to all of our existing and future unsecured senior indebtedness, including the 2018 Notes and the 2022 Notes, to the extent of the value of collateral.
The agreements governing the Second Lien Term Loans contain covenants that, subject to certain exceptions, limit our ability and the ability of our restricted subsidiaries to, among other things:
•
pay dividends or make other distributions or redeem or repurchase our common shares;
•
prepay, redeem or repurchase certain debt;
•
enter into agreements restricting the subsidiary guarantors’ ability to pay dividends to us or another subsidiary guarantor, make loans or advances to us or transfer assets to us;
•
engage in asset sales or substantially alter the business that the we conduct;
•
enter into transactions with affiliates;
•
consolidate, merge or dispose of assets;
•
incur liens; and
•
enter into sale/leaseback transactions.

15

In addition, the term loan agreement governing the Exchange Term Loan prohibits us from incurring, among other things and subject to certain exceptions:
•
debt under the EXCO Resources Credit Agreement in excess of the greatest of (i) $375.0 million plus an amount equal to six and two-thirds percent of the aggregate principal amount of our outstanding indebtedness under the EXCO Resources Credit Agreement for over-advances to protect collateral, (ii) the borrowing base under the EXCO Resources Credit Agreement and (iii) 30% of modified adjusted consolidated net tangible assets (as defined in the agreement);
•
second lien debt in excess of $700.0 million; and
•
unsecured debt where on the date of such incurrence or after giving effect to such incurrence, our consolidated coverage ratio (as defined in the agreement) is or would be less than 2.25 to 1.0.
The term loan agreement governing the Fairfax Term Loan prohibits us from incurring, among other things and subject to certain exceptions:
•
debt under the EXCO Resources Credit Agreement in excess of $375.0 million plus an amount equal to six and two-thirds percent of the aggregate principal amount of our outstanding indebtedness under the EXCO Resources Credit Agreement for over-advances to protect collateral, provided that such indebtedness may not exceed $500.0 million, unless we obtain consent from the administrative agent;
•
second lien debt, other than the Exchange Term Loan, in an amount to be agreed upon with the administrative agent;
•
junior lien debt, unless such debt is being used to refinance the 2018 Notes or the 2022 Notes or the terms and conditions of such junior lien debt are approved by the administrative agent; and
•
unsecured debt, unless we obtain consent from the administrative agent.
In addition, under the term loan credit agreement governing the Fairfax Term Loan, a change of control constitutes an event of default, which, subject to certain limitations, may allow the Fairfax Term Loan lenders to declare the Fairfax Term Loan to be due and payable, in whole or in part, including accrued but unpaid interest thereon, plus an amount equal to all interest payments that would have accrued through the Fairfax Term Loan maturity date. Under the term loan credit agreement governing the Exchange Term Loan, in the event of a change of control EXCO is required to offer to repurchase the Exchange Term Loan at 101% of the face value of the Exchange Term Loan.
In connection with the Second Lien Term Loans, on October 26, 2015, EXCO entered into an intercreditor agreement governing the relationship between EXCO’s lenders and the holders of any other lien obligations that EXCO may issue in the future and a collateral trust agreement governing the administration and maintenance of the collateral securing the Second Lien Term Loans.
2018 Notes
The 2018 Notes are guaranteed on a senior unsecured basis by a majority of EXCO’s subsidiaries, with the exception of certain non-guarantor subsidiaries and our jointly held equity investments with BG Group. Our equity investments, other than OPCO, have been designated as unrestricted subsidiaries under the indenture governing the 2018 Notes.
In the fourth quarter of 2015, EXCO repurchased an aggregate $551.2 million of the 2018 Notes in exchange for certain holders of the 2018 Notes becoming lenders under the Exchange Term Loan. Additionally, as of June 30, 2016, we repurchased a total of $67.2 million in principal amount of the 2018 Notes for an aggregate of $18.8 million in a series of open market repurchases. As a result of the repurchases, the aggregate principal amount of outstanding 2018 Notes was reduced to $131.6 million as of June 30, 2016. Interest accrues at 7.5% per annum and is payable semi-annually in arrears on March 15 and September 15 of each year.
The indenture governing the 2018 Notes contains covenants, which may limit our ability and the ability of our restricted subsidiaries to:
•
incur or guarantee additional debt and issue certain types of preferred stock;
•
pay dividends on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt;
•
make certain investments;
•
create liens on our assets;
•
enter into sale/leaseback transactions;
•
create restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;
•
engage in transactions with our affiliates;
•
transfer or issue shares of stock of subsidiaries;

16

•
transfer or sell assets; and
•
consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
2022 Notes
The 2022 Notes were issued at 100.0% of the principal amount and bear interest at a rate of 8.5% per annum, payable in arrears on April 15 and October 15 of each year. In the fourth quarter of 2015, EXCO repurchased an aggregate $277.2 million in principal amount of the 2022 Notes in exchange for certain holders of the 2022 Notes becoming lenders under the Exchange Term Loan. Additionally, as of June 30, 2016, we repurchased a total of $51.4 million in principal amount of the 2022 Notes for an aggregate of $6.5 million in a series of open market repurchases. As a result of the repurchases, the aggregate principal amount of outstanding 2022 Notes was reduced to $171.4 million as of June 30, 2016.
The 2022 Notes rank equally in right of payment to any existing and future senior unsecured indebtedness of the Company (including the 2018 Notes) and are guaranteed on a senior unsecured basis by EXCO’s consolidated subsidiaries that are guarantors of the indebtedness under the EXCO Resources Credit Agreement. The 2022 Notes were issued under the same base indenture governing the 2018 Notes and the supplemental indenture governing the 2022 Notes contains similar covenants to those in the supplemental indenture governing the 2018 Notes.
    
9.Fair value measurements

We value our derivatives and other financial instruments according to FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability ("exit price") in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
We categorize the inputs used in measuring fair value into a three-tier fair value hierarchy. These tiers include:
Level 1 – Observable inputs, such as quoted market prices in active markets, for substantially identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring development of fair value assumptions by management.
Fair value of derivative financial instruments
The fair value of our derivative financial instruments may be different from the settlement value based on company-specific inputs, such as credit ratings, futures markets and forward curves, and readily available buyers or sellers. During the six months ended June 30, 2016 and 2015 there were no changes in the fair value level classifications. The following table presents a summary of the estimated fair value of our derivative financial instruments as of June 30, 2016 and December 31, 2015.
 
 
June 30, 2016
(in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
Oil and natural gas derivative financial instruments
 
$
—

 
$
(7,636
)
 
$
—

 
$
(7,636
)
 
 
December 31, 2015
(in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
Oil and natural gas derivative financial instruments
 
$
—

 
$
45,592

 
$
—

 
$
45,592

We evaluate derivative assets and liabilities in accordance with master netting agreements with the derivative counterparties, but report them on a gross basis in our Condensed Consolidated Balance Sheets. Net derivative asset values are determined primarily by quoted futures prices and utilization of the counterparties’ credit-adjusted risk-free rate curves and net derivative liabilities are determined by utilization of our credit-adjusted risk-free rate curve. The credit-adjusted risk-free rates of our counterparties are based on an independent market-quoted credit default swap rate curve for the counterparties’ debt plus the LIBOR curve as of the end of the reporting period. Our credit-adjusted risk-free rate is based on the blended rate of

17

independent market-quoted credit default swap rate curves for companies that have the same credit rating as us plus the LIBOR curve as of the end of the reporting period.
The valuation of our commodity price derivatives, represented by oil and natural gas swap and swaption contracts, is discussed below.
Oil derivatives. Our oil derivatives are swap contracts for notional Bbls of oil at fixed NYMEX oil index prices. The asset and liability values attributable to our oil derivatives as of the end of the reporting period are based on (i) the contracted notional volumes, (ii) independent active NYMEX futures price quotes for oil index prices, and (iii) the applicable credit-adjusted risk-free rate curve, as described above.
Natural gas derivatives. Our natural gas derivatives are swap, collar and swaption contracts for notional Mmbtus of natural gas at posted price indexes, including NYMEX HH swap, option and swaption contracts. The asset and liability values attributable to our natural gas derivatives as of the end of the reporting period are based on (i) the contracted notional volumes, (ii) independent active NYMEX futures price quotes for natural gas swaps, (iii) the applicable credit-adjusted risk-free rate curve, as described above, and (iv) the implied rates of volatility inherent in the option and swaption contracts. The implied rates of volatility were determined based on the average of historical HH natural gas prices.
See further details on the fair value of our derivative financial instruments in “Note 7. Derivative financial instruments”.
Fair value of other financial instruments
Our financial instruments include cash and cash equivalents, accounts receivable and payable and accrued liabilities.  The carrying amount of these instruments approximates fair value because of their short-term nature.
The carrying values of our borrowings under the EXCO Resources Credit Agreement approximate fair value, as these are subject to short-term floating interest rates that approximate the rates available to us for those periods.
The estimated fair values of our 2018 Notes, 2022 Notes, Exchange Term Loan and Fairfax Term Loan are presented below. The estimated fair values of the 2018 Notes and 2022 Notes have been calculated based on quoted prices in active markets. The estimated fair values of the Exchange Term Loan and the Fairfax Term Loan have been calculated based on quoted prices obtained from third-party pricing sources and are classified as Level 2.
 
 
June 30, 2016
(in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
2018 Notes
 
$
48,025

 
$
—

 
$
—

 
$
48,025

2022 Notes
 
51,430

 
—

 
—

 
51,430

Exchange Term Loan
 
—

 
173,252

 
—

 
173,252

Fairfax Term Loan
 
—

 
129,750

 
—

 
129,750

 
 
December 31, 2015
(in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
2018 Notes
 
$
43,170

 
$
—

 
$
—

 
$
43,170

2022 Notes
 
48,376

 
—

 
—

 
48,376

Exchange Term Loan
 
—

 
278,000

 
—

 
278,000

Fairfax Term Loan
 
—

 
208,500

 
—

 
208,500

Other fair value measurements
During the six months ended June 30, 2016, we impaired $4.9 million of our investment in a midstream company in the East Texas and North Louisiana regions that we account for under the cost method of accounting. The impairment was recorded to reduce the carrying value to the fair value and is considered to be Level 3 within the fair value hierarchy. The estimated fair value of our cost method investment was determined based on trading metrics of comparable transactions.
As discussed in "Note 13. Subsequent events", we recorded a $24.3 million liability in "Accounts payable and accrued liabilities" in our Condensed Consolidated Balance Sheet with a corresponding loss in "Other operating items" in our Condensed Consolidated Statements of Operations as of June 30, 2016 related to the settlement of litigation with a joint venture partner in the Eagle Ford shale. The liability was based on our estimated exposure from a potential adverse ruling in the litigation. The fair market value of the properties transferred pursuant to the settlement was determined using a discounted cash

18

flow model of the estimated reserves. The estimated quantities of reserves utilized assumptions based on our internal geological, engineering and financial data. We utilized NYMEX forward strip prices to value the reserves, then applied various discount rates depending on the classification of reserves and other risk characteristics. The fair value measurements utilized included significant unobservable inputs that are considered to be Level 3 within the fair value hierarchy. These unobservable inputs include management's estimates of reserve quantities, commodity prices, operating costs, development costs, discount factors and other risk factors applied to the future cash flows. Upon the finalization of the settlement and transfer of interests on July 25, 2016, the extinguishment of the liability was treated as an adjustment to the capitalized costs of our oil and natural gas properties.

10.Income taxes

We evaluate our estimated annual effective income tax rate based on current and forecasted business results and enacted tax laws on a quarterly basis and apply this tax rate to our ordinary income or loss to calculate our estimated tax liability or benefit. We have accumulated financial deferred tax assets primarily due to losses arising from impairments to the carrying value of our oil and natural gas properties that are subject to valuation allowances. Our valuation allowances increased $88.5 million for the six months ended June 30, 2016. As a result of cumulative financial operating losses, we have recognized net valuation allowances of approximately $1.4 billion which have fully offset our net deferred tax assets as of June 30, 2016. The valuation allowances will continue to be recognized until the realization of future deferred tax benefits are more likely than not to become utilized. The valuation allowances do not impact future utilization of the underlying tax attributes.

11.Related party transactions

OPCO

OPCO serves as the operator of our wells in the Appalachia JV and we advance funds to OPCO on an as needed basis. We did not advance any funds to OPCO during three and six months ended June 30, 2016 or 2015. OPCO may distribute any excess cash equally between us and BG Group when its operating cash flows are sufficient to meet its capital requirements. There are service agreements between us and OPCO whereby we provide administrative and technical services for which we are reimbursed. For the three and six months ended June 30, 2016 and 2015, these transactions included the following:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
2016
 
2015
 
2016
 
2015
Amounts received from OPCO
 
$
3,643

 
$
8,273

 
$
8,762

 
$
16,566


As of June 30, 2016 and December 31, 2015, the amounts owed were as follows:
(in thousands)
 
June 30, 2016
 
December 31, 2015
Amounts due to EXCO (1)
 
$
1,287

 
$
1,733

Amounts due from EXCO (1)
 
12,616

 
10,410


(1)
Advances to OPCO are recorded in "Other current assets" in our Condensed Consolidated Balance Sheets. Any amounts we owe to OPCO are netted against the advance until the advances are utilized. If the advances are fully utilized, we record amounts owed in "Accounts payable and accrued liabilities" in our Condensed Consolidated Balance Sheets.

ESAS

On September 8, 2015, we closed the services and investment agreement with ESAS, a wholly owned subsidiary of Bluescape Resources Company LLC ("Bluescape"). At the closing, C. John Wilder, Executive Chairman of Bluescape, was appointed as a member of our Board of Directors and as Executive Chairman of the Board of Directors. As part of the agreement, ESAS completed its required purchase of EXCO's common shares as of December 31, 2015 and is currently the beneficial owner of approximately 6.5% of our outstanding common shares.

As consideration for the services provided under the agreement, EXCO will pay ESAS a monthly fee of $300,000 and an annual incentive payment of up to $2.4 million per year that is based on EXCO’s common share price achieving certain performance hurdles as compared to a peer group, provided that payment for the services will be held in escrow and contingent upon completion of the entire first year of services and required investment in EXCO. We accrued a total of $6.9 million and $4.5 million at June 30, 2016 and December 31, 2015, respectively, for the services performed under the services

19

and investment agreement and recorded these amounts in "Accounts payable and accrued liabilities" in our Condensed Consolidated Balance Sheets. The total amount accrued at June 30, 2016 includes the entire first year annual incentive payment as a result of EXCO's performance rank above the 75th percentile of the peer group, which is expected to be paid to ESAS in the fourth quarter of 2016.

As an additional performance incentive under the services and investment agreement, EXCO issued warrants to ESAS in four tranches to purchase an aggregate of 80,000,000 common shares. These warrants may become exercisable in the future if our common shares achieve certain performance metrics compared to a peer group as of March 31, 2019. The measurement of the warrants is accounted for in accordance with ASC Topic 505-50, Equity-Based Payments to Non-Employees, which requires the warrants to be re-measured each interim reporting period until the completion of the services on March 31, 2019 and an adjustment is recorded in the statement of operations within equity-based compensation expense. For the three and six months ended June 30, 2016, we recognized equity-based compensation related to the warrants of $8.9 million and $10.9 million, respectively.

In the first quarter of 2016, ESAS entered into an agreement with an unaffiliated lender under the Exchange Term Loan, pursuant to which the lender will make periodic payments to ESAS or receive periodic payments from ESAS based on changes in the market value of the Exchange Term Loan, and the lender will make periodic payments to ESAS based on the interest rate of the Exchange Term Loan. As of June 30, 2016, the agreement effectively provided ESAS with the economic consequences of ownership of approximately $47.9 million in principal amount of the Exchange Term Loan without direct ownership of, or consent rights with respect to, the Exchange Term Loan.

As described above, ESAS is a wholly owned subsidiary of Bluescape, and C. John Wilder, a member of our Board of Directors, is Bluescape’s Executive Chairman. As Bluescape’s Executive Chairman, Mr. Wilder has the power to direct the affairs of Bluescape and, indirectly, ESAS, and may be deemed to share ESAS’ interest in the Exchange Term Loan and our common shares.

See our 2015 Form 10-K for additional disclosures related to the services and investment agreement and the related warrants.

Fairfax

Hamblin Watsa Investment Counsel Ltd. (“Hamblin Watsa”), a wholly owned subsidiary of Fairfax, is the administrative agent of the Fairfax Term Loan and certain affiliates of Fairfax are lenders under the Fairfax Term Loan and a portion of the Exchange Term Loan. As of June 30, 2016, affiliates of Fairfax were the record holders of approximately $112.1 million in principal amount of the Exchange Term Loan. Samuel A. Mitchell, a member of our Board of Directors, is a Managing Director of Hamblin Watsa and a member of Hamblin Watsa’s investment committee, which consists of seven members that manage the investment portfolio of Fairfax. Based on filings with the SEC, Fairfax is the beneficial owner of approximately 9.0% of our outstanding common shares. See “Note 8. Debt” for additional information.

12.Condensed consolidating financial statements

As of June 30, 2016, the majority of EXCO’s subsidiaries were guarantors under the EXCO Resources Credit Agreement and the indentures governing the 2018 Notes and 2022 Notes and the agreements governing the Second Lien Term Loans. All of our unrestricted subsidiaries under the Second Lien Term Loans and the indentures governing the 2018 Notes and 2022 Notes are considered non-guarantor subsidiaries.
Set forth below are condensed consolidating financial statements of EXCO, the guarantor subsidiaries and the non-guarantor subsidiaries. The 2018 Notes, 2022 Notes and the Second Lien Term Loans, which were issued by EXCO Resources, Inc., are jointly and severally guaranteed by substantially all of our subsidiaries (referred to as Guarantor Subsidiaries). For purposes of this footnote, EXCO Resources, Inc. is referred to as Resources to distinguish it from the Guarantor Subsidiaries. Each of the Guarantor Subsidiaries is a 100% owned subsidiary of Resources and the guarantees are unconditional as they relate to the assets of the Guarantor Subsidiaries.
The following financial information presents consolidating financial statements, which include:

•
Resources;
•
the Guarantor Subsidiaries;
•
the Non-Guarantor Subsidiaries;

20

•
elimination entries necessary to consolidate Resources, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries; and
•
EXCO on a consolidated basis.
Investments in subsidiaries are accounted for using the equity method of accounting for the disclosures within this footnote. The financial information for the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries is presented on a combined basis. The elimination entries primarily eliminate investments in subsidiaries and intercompany balances and transactions.

21

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
(Unaudited)
June 30, 2016
 (in thousands)
 
 Resources
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
 Eliminations
 
 Consolidated
 Assets
 
 
 
 
 
 
 
 
 
 
 Current assets:
 
 
 
 
 
 
 
 
 
 
 Cash and cash equivalents
 
$
36,623

 
$
(9,060
)
 
$
—

 
$
—

 
$
27,563

 Restricted cash
 
4,201

 
21,284

 
—

 
—

 
25,485

 Other current assets
 
15,303

 
26,937

 
—

 
—

 
42,240

         Total current assets
 
56,127

 
39,161

 
—

 
—

 
95,288

 Equity investments
 
—

 
—

 
32,796

 
—

 
32,796

 Oil and natural gas properties (full cost accounting method):
 
 
 
 
 
 
 
 
 
 
Unproved oil and natural gas properties and development costs not being amortized
 
—

 
96,147

 
—

 
—

 
96,147

Proved developed and undeveloped oil and natural gas properties
 
330,777

 
2,644,651

 
—

 
—

 
2,975,428

     Accumulated depletion
 
(330,777
)
 
(2,344,306
)
 
—

 
—

 
(2,675,083
)
     Oil and natural gas properties, net
 
—

 
396,492

 
—

 
—

 
396,492

 Other property and equipment, net
 
642

 
24,600

 
—

 
—

 
25,242

 Investments in and advances to affiliates, net
 
396,168

 
—

 
—

 
(396,168
)
 
—

 Deferred financing costs, net
 
5,891

 
—

 
—

 
—

 
5,891

 Derivative financial instruments
 
1,572

 
—

 
—

 
—

 
1,572

 Goodwill
 
13,293

 
149,862

 
—

 
—

 
163,155

         Total assets
 
$
473,693

 
$
610,115

 
$
32,796

 
$
(396,168
)
 
$
720,436

 Liabilities and shareholders' equity
 
 
 
 
 
 
 
 
 
 
 Current liabilities
 
$
85,715

 
$
202,539

 
$
—

 
$
—

 
$
288,254

 Long-term debt
 
1,274,437

 
—

 
—

 
—

 
1,274,437

 Other long-term liabilities
 
3,745

 
44,204

 
—

 
—

 
47,949

 Payable to parent
 
—

 
2,302,520

 
—

 
(2,302,520
)
 
—

         Total shareholders' equity
 
(890,204
)
 
(1,939,148
)
 
32,796

 
1,906,352

 
(890,204
)
         Total liabilities and shareholders' equity
 
$
473,693

 
$
610,115

 
$
32,796

 
$
(396,168
)
 
$
720,436


22

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2015
 (in thousands)
 
 Resources
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
 Eliminations
 
 Consolidated
 Assets
 
 
 
 
 
 
 
 
 
 
 Current assets:
 
 
 
 
 
 
 
 
 
 
 Cash and cash equivalents
 
$
34,296

 
$
(22,049
)
 
$
—

 
$
—

 
$
12,247

 Restricted cash
 
2,100

 
19,120

 
—

 
—

 
21,220

 Other current assets
 
51,133

 
65,201

 
—

 
—

 
116,334

         Total current assets
 
87,529

 
62,272

 
—

 
—

 
149,801

 Equity investments
 
—

 
—

 
40,797

 
—

 
40,797

 Oil and natural gas properties (full cost accounting method):
 
 
 
 
 
 
 
 
 
 
Unproved oil and natural gas properties and development costs not being amortized
 
—

 
115,377

 
—

 
—

 
115,377

Proved developed and undeveloped oil and natural gas properties
 
330,775

 
2,739,655

 
—

 
—

 
3,070,430

     Accumulated depletion
 
(330,775
)
 
(2,296,988
)
 
—

 
—

 
(2,627,763
)
     Oil and natural gas properties, net
 
—

 
558,044

 
—

 
—

 
558,044

 Other property and equipment, net
 
749

 
27,063

 
—

 
—

 
27,812

 Investments in and advances to affiliates, net
 
616,940

 
—

 
—

 
(616,940
)
 
—

 Deferred financing costs, net
 
8,408

 
—

 
—

 
—

 
8,408

 Derivative financial instruments
 
6,109

 
—

 
—

 
—

 
6,109

 Goodwill
 
13,293

 
149,862

 
—

 
—

 
163,155

         Total assets
 
$
733,028

 
$
797,241

 
$
40,797

 
$
(616,940
)
 
$
954,126

 Liabilities and shareholders' equity
 
 
 
 
 
 
 
 
 
 
 Current liabilities
 
$
74,472

 
$
178,447

 
$
—

 
$
—

 
$
252,919

 Long-term debt
 
1,320,279

 
—

 
—

 
—

 
1,320,279

 Other long-term liabilities
 
600

 
42,651

 
—

 
—

 
43,251

 Payable to parent
 
—

 
2,276,594

 
—

 
(2,276,594
)
 
—

         Total shareholders' equity
 
(662,323
)
 
(1,700,451
)
 
40,797

 
1,659,654

 
(662,323
)
         Total liabilities and shareholders' equity
 
$
733,028

 
$
797,241

 
$
40,797

 
$
(616,940
)
 
$
954,126


23

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(Unaudited)
For the three months ended June 30, 2016

(in thousands)
 
Resources
 
Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas
 
$
—

 
$
54,221

 
$
—

 
$
—

 
$
54,221

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas production
 
3

 
12,414

 
—

 
—

 
12,417

Gathering and transportation
 
—

 
26,895

 
—

 
—

 
26,895

Depletion, depreciation and amortization
 
90

 
18,994

 
—

 
—

 
19,084

Impairment of oil and natural gas properties
 
291

 
25,923

 
—

 
—

 
26,214

Accretion of discount on asset retirement obligations
 
—

 
769

 
—

 
—

 
769

General and administrative
 
2,300

 
14,683

 
—

 
—

 
16,983

Other operating items
 
—

 
24,856

 
—

 
—

 
24,856

    Total costs and expenses
 
2,684

 
124,534

 
—

 
—

 
127,218

Operating loss
 
(2,684
)
 
(70,313
)
 
—

 
—

 
(72,997
)
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(17,932
)
 
—

 
—

 
—

 
(17,932
)
Loss on derivative financial instruments
 
(36,432
)
 
—

 
—

 
—

 
(36,432
)
Gain on extinguishment of debt
 
16,839

 


 


 


 
16,839

Other income
 
4

 
9

 
—

 
—

 
13

Equity loss
 
—

 
—

 
(91
)
 
—

 
(91
)
Net loss from consolidated subsidiaries
 
(70,395
)
 
—

 
—

 
70,395

 
—

    Total other income (expense)
 
(107,916
)
 
9

 
(91
)
 
70,395

 
(37,603
)
Loss before income taxes
 
(110,600
)
 
(70,304
)
 
(91
)
 
70,395

 
(110,600
)
Income tax expense
 
747

 
—

 
—

 
—

 
747

Net loss
 
$
(111,347
)
 
$
(70,304
)
 
$
(91
)
 
$
70,395

 
$
(111,347
)


24

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(Unaudited)
For the three months ended June 30, 2015
(in thousands)
 
Resources
 
Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas
 
$
(18
)
 
$
93,760

 
$
—

 
$
—

 
$
93,742

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas production
 
(15
)
 
19,753

 
—

 
—

 
19,738

Gathering and transportation
 


 
24,785

 
—

 
—

 
24,785

Depletion, depreciation and amortization
 
245

 
61,413

 
—

 
—

 
61,658

Impairment of oil and natural gas properties
 
1,551

 
392,776

 
—

 
—

 
394,327

Accretion of discount on asset retirement obligations
 
—

 
568

 
—

 
—

 
568

General and administrative
 
(3,503
)
 
16,100

 
—

 
—

 
12,597

Other operating items
 
1,916

 
(382
)
 
—

 
—

 
1,534

    Total costs and expenses
 
194

 
515,013

 
—

 
—

 
515,207

Operating loss
 
(212
)
 
(421,253
)
 
—

 
—

 
(421,465
)
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(25,571
)
 
—

 
—

 
—

 
(25,571
)
Loss on derivative financial instruments
 
(6,631
)
 
—

 
—

 
—

 
(6,631
)
Other income
 
39

 
8

 
—

 
—

 
47

Equity loss
 
—

 
—

 
(535
)
 
—

 
(535
)
Net loss from consolidated subsidiaries
 
(421,780
)
 
—

 
—

 
421,780

 
—

    Total other income (expense)
 
(453,943
)
 
8

 
(535
)
 
421,780

 
(32,690
)
Loss before income taxes
 
(454,155
)
 
(421,245
)
 
(535
)
 
421,780

 
(454,155
)
Income tax expense
 
—

 
—

 
—

 
—

 
—

Net loss
 
$
(454,155
)
 
$
(421,245
)
 
$
(535
)
 
$
421,780

 
$
(454,155
)



25

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(Unaudited)
For the six months ended June 30, 2016

(in thousands)
 
Resources
 
Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas
 
$
—

 
$
105,870

 
$
—

 
$
—

 
$
105,870

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas production
 
5

 
26,530

 
—

 
—

 
26,535

Gathering and transportation
 
—

 
53,525

 
—

 
—

 
53,525

Depletion, depreciation and amortization
 
209

 
47,876

 
—

 
—

 
48,085

Impairment of oil and natural gas properties
 
838

 
159,975

 
—

 
—

 
160,813

Accretion of discount on asset retirement obligations
 
—

 
1,681

 
—

 
—

 
1,681

General and administrative
 
(1,666
)
 
29,546

 
—

 
—

 
27,880

Other operating items
 
(407
)
 
25,453

 
—

 
—

 
25,046

    Total costs and expenses
 
(1,021
)
 
344,586

 
—

 
—

 
343,565

Operating income (loss)
 
1,021

 
(238,716
)
 
—

 
—

 
(237,695
)
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(37,189
)
 
—

 
—

 
—

 
(37,189
)
Loss on derivative financial instruments
 
(19,841
)
 
—

 
—

 
—

 
(19,841
)
Gain on extinguishment of debt
 
61,953

 
—

 
—

 
—

 
61,953

Other income
 
6

 
19

 
—

 
—

 
25

Equity loss
 
—

 
—

 
(8,001
)
 
—

 
(8,001
)
Net loss from consolidated subsidiaries
 
(246,698
)
 
—

 
—

 
246,698

 
—

    Total other income (expense)
 
(241,769
)
 
19

 
(8,001
)
 
246,698

 
(3,053
)
Loss before income taxes
 
(240,748
)
 
(238,697
)
 
(8,001
)
 
246,698

 
(240,748
)
Income tax expense
 
747

 
—

 
—

 
—

 
747

Net loss
 
$
(241,495
)
 
$
(238,697
)
 
$
(8,001
)
 
$
246,698

 
$
(241,495
)


26

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(Unaudited)
For the six months ended June 30, 2015
(in thousands)
 
Resources
 
Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas
 
$
4

 
$
180,058

 
$
—

 
$
—

 
$
180,062

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Oil and natural gas production
 
23

 
39,517

 
—

 
—

 
39,540

Gathering and transportation
 
—

 
50,500

 
—

 
—

 
50,500

Depletion, depreciation and amortization
 
524

 
123,623

 
—

 
—

 
124,147

Impairment of oil and natural gas properties
 
6,891

 
663,763

 
—

 
—

 
670,654

Accretion of discount on asset retirement obligations
 
4

 
1,120

 
—

 
—

 
1,124

General and administrative
 
(4,224
)
 
32,058

 
—

 
—

 
27,834

Other operating items
 
2,068

 
(722
)
 
—

 
—

 
1,346

    Total costs and expenses
 
5,286

 
909,859

 
—

 
—

 
915,145

Operating loss
 
(5,282
)
 
(729,801
)
 
—

 
—

 
(735,083
)
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(53,061
)
 
—

 
—

 
—

 
(53,061
)
Gain on derivative financial instruments
 
17,079

 
—

 
—

 
—

 
17,079

Other income
 
73

 
25

 
—

 
—

 
98

Equity loss
 
—

 
—

 
(1,300
)
 
—

 
(1,300
)
Net loss from consolidated subsidiaries
 
(731,076
)
 
—

 
—

 
731,076

 
—

    Total other income (expense)
 
(766,985
)
 
25

 
(1,300
)
 
731,076

 
(37,184
)
Loss before income taxes
 
(772,267
)
 
(729,776
)
 
(1,300
)
 
731,076

 
(772,267
)
Income tax expense
 
—

 
—

 
—

 
—

 
—

Net loss
 
$
(772,267
)
 
$
(729,776
)
 
$
(1,300
)
 
$
731,076

 
$
(772,267
)


27

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(Unaudited)
For the six months ended June 30, 2016
 (in thousands)
 
 Resources
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
 Eliminations
 
 Consolidated
Operating Activities:
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
16,452

 
$
29,473

 
$
—

 
$
—

 
$
45,925

Investing Activities:
 
 
 
 
 
 
 
 
 
 
Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions
 
(833
)
 
(54,130
)
 

 
—

 
(54,963
)
Proceeds from disposition of property and equipment
 
10

 
11,480

 
—

 
—

 
11,490

Restricted cash
 
—

 
(2,164
)
 
—

 
—

 
(2,164
)
Net changes in advances to joint ventures
 
—

 
2,404

 
—

 
—

 
2,404

Equity investments and other
 
—

 
—

 
—

 
—

 
—

Advances/investments with affiliates
 
(25,926
)
 
25,926

 
—

 
—

 
—

Net cash used in investing activities
 
(26,749
)
 
(16,484
)
 
—

 
—

 
(43,233
)
Financing Activities:
 
 
 
 
 
 
 
 
 
 
Borrowings under EXCO Resources Credit Agreement
 
297,897

 
—

 
—

 
—

 
297,897

Repayments under EXCO Resources Credit Agreement
 
(243,797
)
 
—

 
—

 
—

 
(243,797
)
Payments on Exchange Term Loan
 
(25,278
)
 
—

 
—

 
—

 
(25,278
)
Repurchases of senior unsecured notes
 
(13,299
)
 
—

 
—

 
—

 
(13,299
)
Deferred financing costs and other
 
(2,899
)
 
—

 
—

 
—

 
(2,899
)
Net cash provided by financing activities
 
12,624

 
—

 
—

 
—

 
12,624

Net increase in cash
 
2,327

 
12,989

 
—

 
—

 
15,316

Cash at beginning of period
 
34,296

 
(22,049
)
 
—

 
—

 
12,247

Cash at end of period
 
$
36,623

 
$
(9,060
)
 
$
—

 
$
—

 
$
27,563


28

EXCO RESOURCES, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(Unaudited)
For the six months ended June 30, 2015
 (in thousands)
 
 Resources
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiaries
 
 Eliminations
 
 Consolidated
Operating Activities:
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
19,024

 
$
89,180

 
$
—

 
$
—

 
$
108,204

Investing Activities:
 
 
 
 
 
 
 
 
 
 
Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions
 
(1,174
)
 
(211,034
)
 
—

 
—

 
(212,208
)
Proceeds from disposition of property and equipment
 
686

 
6,711

 
—

 
—

 
7,397

Restricted cash
 
—

 
6,989

 
—

 
—

 
6,989

Net changes in advances to joint ventures
 
—

 
5,756

 
—

 
—

 
5,756

Equity investments and other
 
—

 
(503
)
 
—

 
—

 
(503
)
Advances/investments with affiliates
 
(124,371
)
 
124,371

 
—

 
—

 
—

Net cash used in investing activities
 
(124,859
)
 
(67,710
)
 
—

 
—

 
(192,569
)
Financing Activities:
 
 
 
 
 
 
 
 
 
 
Borrowings under EXCO Resources Credit Agreement
 
90,000

 
—

 
—

 
—

 
90,000

Repayments under EXCO Resources Credit Agreement
 
—

 
—

 
—

 
—

 
—

Deferred financing costs and other
 
(2,033
)
 
—

 
—

 
—

 
(2,033
)
Net cash provided by financing activities
 
87,967

 
—

 
—

 
—

 
87,967

Net increase (decrease) in cash
 
(17,868
)
 
21,470

 
—

 
—

 
3,602

Cash at beginning of period
 
86,837

 
(40,532
)
 
—

 
—

 
46,305

Cash at end of period
 
$
68,969

 
$
(19,062
)
 
$
—

 
$
—

 
$
49,907


29

13.Subsequent events
Conventional asset divestiture

On July 1, 2016, we closed the sale of our interests in shallow conventional assets located in Pennsylvania for approximately $0.1 million, subject to customary post-closing purchase price adjustments, and retained an overriding royalty interest in each well. In addition, we retained all rights to other formations below the conventional depths in this region including the Marcellus and Utica shales. For the six months ended June 30, 2016, the divested assets produced approximately 6 Mmcfe per day and the revenues less direct operating expenses, excluding general and administrative costs, generated a net loss of less than $0.1 million. The asset retirement obligations related to the divested wells were $22.6 million as of June 30, 2016. In conjunction with the divestiture, the Company reduced its field employee count in the Appalachia region by 52%.
Settlement of Participation Agreement litigation

In July 2013, we entered into a participation agreement with a joint venture partner for the development of certain assets in the Eagle Ford shale ("Participation Agreement"). As described in "Item 3. Legal Proceedings" in our 2015 Form 10-K, we were in a dispute subject to litigation over the offer and the acceptance process with our joint venture partner.

On July 25, 2016, we settled the litigation with our joint venture partner, and the litigation was thereafter dismissed by the court entering a final judgment order in response to the parties’ joint motion to dismiss the case with prejudice. Among other things, the settlement provided a full release for any claims, rights, demands, damages and causes of action that either party has asserted or could have asserted for any breach of the Participation Agreement. As part of the settlement, the parties amended and restated the Participation Agreement to (i) eliminate our requirement to offer to purchase our joint venture partner's interests in certain wells each quarter, (ii) eliminate our requirement to convey a portion of our working interest to our joint venture partner upon commencing development of future locations, (iii) terminate the area of mutual interest, which required either party acquiring an interest in non-producing acreage included in certain areas to provide notice of the acquisition to the non-acquiring party and allowed the non-acquiring party to acquire a proportionate share in such acquired interest, (iv) provide that EXCO transfer to its joint venture partner a portion of its interests in certain producing wells and certain undeveloped locations in South Texas (“Transferred Interests”), effective May 1, 2016 and (v) modify or eliminate certain other provisions.

We recorded a liability in "Accounts payable and accrued liabilities" in our Condensed Consolidated Balance Sheet with a corresponding loss in "Other operating items" in the Condensed Consolidated Statements of Operations as of June 30, 2016 based on our estimated exposure from a potential adverse ruling in the litigation. The fair value of the Transferred Interests was $24.3 million as of June 30, 2016 based on a discounted cash flow model of the estimated reserves using NYMEX forward strip prices. See "Note 9. Fair value measurements" for additional information. The net production from the Transferred Interests was approximately 350 Bbls of oil per day during June 2016.

Tender Offer

On July 27, 2016, we announced the commencement of a Tender Offer for the 2018 Notes and 2022 Notes up to a maximum combined aggregate price paid of $40.0 million. In conjunction with the Tender Offer, we are soliciting consents from registered holders of the 2022 Notes to amend certain terms of the indenture governing the 2022 Notes. The Tender Offer expires on August 23, 2016; however, tendering on or before August 9, 2016, will result in additional consideration received, as follows:

•
Per $1,000 principal amount of the 2018 Notes that are accepted for purchase, total consideration includes the tender offer consideration of $455.00 and an early tender payment of $45.00, if applicable, for a total consideration of up to $500.00.

•
Per $1,000 principal amount of the 2022 Notes that are accepted for purchase, total consideration includes the tender offer consideration of $350.00, a consent payment of $5.00, if applicable, and an early tender payment of $45.00, if applicable, for a total consideration of up to $400.00.

Holders of 2018 Notes or 2022 Notes whose notes are accepted for payment in the Tender Offer will receive accumulated and unpaid interest. The purchases are expected to be funded primarily with the borrowings under the EXCO Resources Credit Agreement. For additional information on the Tender Offer, see the Form 8-K filed with the SEC on July 28, 2016.


30

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “EXCO,” “EXCO Resources,” “Company,” “we,” “us,” and “our” are to EXCO Resources, Inc. and its consolidated subsidiaries.
Forward-looking statements
This Quarterly Report on Form 10-Q contains forward-looking statements, as defined in Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). These forward-looking statements relate to, among other things, the following:

•
our future financial and operating performance and results;
•
our business strategy;
•
market prices;
•
our future use of derivative financial instruments; and
•
our plans and forecasts.
We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use the words “may,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” “intend,” “plan,” “potential,” “project,” “budget” and other similar words to identify forward-looking statements. The statements that contain these words should be read carefully because they discuss future expectations, contain projections of results of operations or our financial condition and/or state other “forward-looking” information. We do not undertake any obligation to update or revise any forward-looking statements, except as required by applicable securities laws. These statements also involve risks and uncertainties that could cause our actual results or financial condition to materially differ from our expectations in this Quarterly Report on Form 10-Q, including, but not limited to:

•
fluctuations in the prices of oil and natural gas;
•
the availability of oil and natural gas;
•
future capital requirements and availability of financing, including reductions to our borrowing base and limitations on our ability to incur certain types of indebtedness under our debt agreements;
•
our ability to meet our current and future debt service obligations, including our ability to maintain compliance with our debt covenants;
•
disruption of credit and capital markets and the ability of financial institutions to honor their commitments;
•
estimates of reserves and economic assumptions, including estimates related to acquisitions and dispositions of oil and natural gas properties;
•
geological concentration of our reserves;
•
risks associated with drilling and operating wells;
•
exploratory risks, including those related to our activities in shale formations;
•
discovery, acquisition, development and replacement of oil and natural gas reserves;
•
cash flow and liquidity;
•
timing and amount of future production of oil and natural gas;
•
availability of drilling and production equipment;
•
availability of water and other materials for drilling and completion activities;
•
marketing of oil and natural gas;
•
political and economic conditions and events in oil-producing and natural gas-producing countries;
•
title to our properties;
•
litigation;
•
competition;
•
our ability to attract and retain key personnel;
•
general economic conditions, including costs associated with drilling and operations of our properties;
•
our ability to comply with the listing requirements of, and maintain the listing of our common shares on, the New York Stock Exchange ("NYSE");
•
environmental or other governmental regulations, including legislation to reduce emissions of greenhouse gases, legislation of derivative financial instruments, regulation of hydraulic fracture stimulation and elimination of income tax incentives available to our industry;
•
receipt and collectability of amounts owed to us by purchasers of our production and counterparties to our derivative financial instruments;
•
decisions whether or not to enter into derivative financial instruments;
•
potential acts of terrorism;

31

•
our ability to manage joint ventures with third parties, including the resolution of any material disagreements and our partners’ ability to satisfy obligations under these arrangements;
•
actions of third party co-owners of interests in properties in which we also own an interest;
•
fluctuations in interest rates;
•
our ability to effectively integrate companies and properties that we acquire; and
•
our ability to execute our business strategies and other corporate actions, including restructuring our balance sheet and gathering and transportation contracts.
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. We caution users of the financial statements not to place undue reliance on any forward-looking statements. When considering our forward-looking statements, keep in mind the cautionary statements in this Quarterly Report on Form 10-Q, and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission ("SEC") on March 2, 2016 ("2015 Form 10-K").
Our revenues, operating results and financial condition depend substantially on prevailing prices for oil and natural gas and the availability of capital. Declines in oil or natural gas prices may have a material adverse effect on our financial condition, liquidity, results of operations, the amount of oil or natural gas that we can produce economically and the ability to fund our operations. Historically, oil and natural gas prices and markets have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile.

Overview and history

We are an independent oil and natural gas company engaged in the exploration, exploitation, acquisition, development and production of onshore U.S. oil and natural gas properties with a focus on shale resource plays. Our principal operations are conducted in certain key U.S. oil and natural gas areas including Texas, Louisiana and the Appalachia region. Our primary strategy focuses on the exploitation and development of our shale resource plays and the pursuit of leasing and acquisition opportunities. We plan to carry out this strategy by executing on a strategic plan that incorporates the following three core objectives: (i) restructuring the balance sheet to enhance our capital structure and extend structural liquidity; (ii) transforming EXCO into the lowest cost producer; and (iii) optimizing and repositioning the portfolio. We believe this strategy will allow us to create long-term value for our shareholders.
Like all oil and natural gas exploration and production companies, we face the challenge of natural production declines. We attempt to offset the impact of this natural decline by implementing drilling and exploitation projects to identify and develop additional reserves and by adding reserves through leasing and undeveloped acreage acquisition opportunities.
Recent developments

Tender Offer
On July 27, 2016, we announced the commencement of cash tender offer for our outstanding 7.5% senior unsecured notes due September 15, 2018 ("2018 Notes") and 8.5% senior unsecured notes due April 15, 2022 ("2022 Notes") up to a maximum combined aggregate price paid of $40.0 million ("Tender Offer"). See "Note 13. Subsequent events" in the Notes to our Condensed Consolidated Financial Statements for a more detailed discussion and the terms of the Tender Offer.
Note repurchases
We completed transactions focused on reducing our indebtedness, including open market repurchases of an aggregate of $12.0 million and $11.5 million in principal amount of our 2018 Notes and 2022 Notes, respectively, with an aggregate of $5.4 million in cash during the three months ended June 30, 2016. For the six months ended June 30, 2016, we repurchased an aggregate of $26.4 million and $51.4 million in principal amount of the 2018 Notes and 2022 Notes, respectively, with an aggregate of $13.3 million in cash. The open market repurchases resulted in net gains on extinguishment of debt of $16.8 million and $62.0 million for the three and six months ended June 30, 2016, respectively.
Settlement of Participation Agreement litigation
In July 2013, we entered into a participation agreement with a joint venture partner for the development of certain assets in the Eagle Ford shale ("Participation Agreement"). As described in "Item 3. Legal Proceedings" in our 2015 Form 10-K, we were in a dispute subject to litigation over the offer and the acceptance process with our joint venture partner. On July 25, 2016, we settled the litigation with our joint venture partner, and the litigation was thereafter dismissed by the court entering a

32

final judgment order in response to the parties’ joint motion to dismiss the case with prejudice. Among other things, the settlement provided a full release for any claims, rights, demands, damages and causes of action that either party has asserted or could have asserted for any breach of the Participation Agreement. As part of the settlement, the parties amended and restated the Participation Agreement to (i) eliminate our requirement to offer to purchase our joint venture partner's interests in certain wells each quarter, (ii) eliminate our requirement to convey a portion of our working interest to our joint venture partner upon commencing development of future locations, (iii) terminate the area of mutual interest, which required either party acquiring an interest in non-producing acreage included in certain areas to provide notice of the acquisition to the non-acquiring party and allowed the non-acquiring party to acquire a proportionate share in such acquired interest, (iv) provide that EXCO transfer to its joint venture partner a portion of its interests in certain producing wells and certain undeveloped locations in South Texas, effective May 1, 2016 and (v) modify or eliminate certain other provisions. See "Note 13. Subsequent events" in the Notes to our Condensed Consolidated Financial Statements for additional information.
Divestitures
We executed a series of non-core asset divestitures as part of our objective to optimize and reposition our portfolio. On July 1, 2016, we closed the sale of our interests in shallow conventional assets located in Pennsylvania for approximately $0.1 million, subject to customary post-closing purchase price adjustments and retained an overriding royalty interest in each well. See "Note 13. Subsequent events" in the Notes to our Condensed Consolidated Financial Statements for additional information.

On May 6, 2016, we closed a sale of certain non-core undeveloped acreage in South Texas and our interests in four producing wells for $11.5 million, subject to customary post-closing purchase price adjustments. Proceeds from the sale were used to reduce indebtedness under our credit agreement ("EXCO Resources Credit Agreement").
EXCO Resources Credit Agreement

On March 29, 2016, the lenders under the EXCO Resources Credit Agreement completed their regular semi-annual borrowing base redetermination, which resulted in a reduction in our borrowing base from $375.0 million to $325.0 million primarily due to depressed oil and natural gas prices. There were no other changes or amendments to the EXCO Resources Credit Agreement as a result of the redetermination. The next scheduled borrowing base redetermination for the EXCO Resources Credit Agreement is set to occur on or about September 1, 2016.

Critical accounting policies

We consider accounting policies related to our estimates of proved reserves, oil and natural gas properties, derivatives, business combinations, equity-based compensation, goodwill, revenue recognition, asset retirement obligations and income taxes as critical accounting policies. The policies include significant estimates made by management using information available at the time the estimates were made. However, these estimates could change materially if different information or assumptions were used. These policies and others are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in EXCO's 2015 Form 10-K.

Our results of operations

A summary of key financial data for the three and six months ended June 30, 2016 and 2015 related to our results of operations is presented below:

33

 
 
Three Months Ended June 30,
 
Quarter to quarter change
 
Six Months Ended June 30,
 
Period to period change
(dollars in thousands, except per unit prices)
 
2016
 
2015
 
 
2016
 
2015
 
Production:
 
 
 
 
 
 
 
 
 
 
 
 
Oil (Mbbls)
 
447

 
594

 
(147
)
 
997

 
1,098

 
(101
)
Natural gas (Mmcf)
 
24,284

 
29,310

 
(5,026
)
 
47,819

 
56,764

 
(8,945
)
Total production (Mmcfe) (1)
 
26,966

 
32,874

 
(5,908
)
 
53,801

 
63,352

 
(9,551
)
Average daily production (Mmcfe)
 
296

 
361

 
(65
)
 
296

 
350

 
(54
)
Revenues before derivative financial instrument activities:
Oil
 
$
17,990

 
$
31,545

 
$
(13,555
)
 
$
33,473

 
$
52,428

 
$
(18,955
)
Natural gas
 
36,231

 
62,197

 
(25,966
)
 
72,397

 
127,634

 
(55,237
)
Total revenues
 
$
54,221

 
$
93,742

 
$
(39,521
)
 
$
105,870

 
$
180,062

 
$
(74,192
)
Oil and natural gas derivative financial instruments:
Gain (loss) on derivative financial instruments
 
$
(36,432
)
 
$
(6,631
)
 
$
(29,801
)
 
$
(19,841
)
 
$
17,079

 
$
(36,920
)
Average sales price (before cash settlements of derivative financial instruments):
Oil (per Bbl)
 
$
40.25

 
$
53.11

 
$
(12.86
)
 
$
33.57

 
$
47.75

 
$
(14.18
)
Natural gas (per Mcf)
 
1.49

 
2.12

 
(0.63
)
 
1.51

 
2.25

 
(0.74
)
Natural gas equivalent (per Mcfe)
 
2.01

 
2.85

 
(0.84
)
 
1.97

 
2.84

 
(0.87
)
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Oil and natural gas operating costs
 
$
7,560

 
$
14,135

 
$
(6,575
)
 
$
17,038

 
$
29,076

 
$
(12,038
)
Production and ad valorem taxes
 
4,857

 
5,603

 
(746
)
 
9,497

 
10,464

 
(967
)
Gathering and transportation
 
26,895

 
24,785

 
2,110

 
53,525

 
50,500

 
3,025

Depletion
 
18,714

 
61,115

 
(42,401
)
 
47,320

 
123,015

 
(75,695
)
Depreciation and amortization
 
370

 
543

 
(173
)
 
765

 
1,132

 
(367
)
General and administrative (2)
 
16,983

 
12,597

 
4,386

 
27,880

 
27,834

 
46

Interest expense, net
 
17,932

 
25,571

 
(7,639
)
 
37,189

 
53,061

 
(15,872
)
Costs and expenses (per Mcfe):
 
 
 
 
 
 
 
 
 
 
 
 
Oil and natural gas operating costs
 
$
0.28

 
$
0.43

 
$
(0.15
)
 
$
0.32

 
$
0.46

 
$
(0.14
)
Production and ad valorem taxes
 
0.18

 
0.17

 
0.01

 
0.18

 
0.17

 
0.01

Gathering and transportation
 
1.00

 
0.75

 
0.25

 
0.99

 
0.80

 
0.19

Depletion
 
0.69

 
1.86

 
(1.17
)
 
0.88

 
1.94

 
(1.06
)
Depreciation and amortization
 
0.01

 
0.02

 
(0.01
)
 
0.01

 
0.02

 
(0.01
)
Net loss (3)
 
$
(111,347
)
 
$
(454,155
)
 
$
342,808

 
$
(241,495
)
 
$
(772,267
)
 
$
530,772


(1)
Mmcfe is calculated by converting one barrel of oil into six Mcf of natural gas.
(2)
Equity-based compensation expense included in general and administrative expense was $9.3 million and $1.4 million for the three months ended June 30, 2016 and 2015, respectively, and $13.1 million and $3.1 million for the six months ended June 30, 2016 and 2015, respectively.
(3)
Net losses for the three months ended June 30, 2016 and 2015 included $26.2 million and $394.3 million of impairments of oil and natural gas properties, respectively. Net losses for the six month ended June 30, 2016 and 2015 included $160.8 million and $670.7 million of impairments of oil and natural gas properties, respectively. See "Note 5. Oil and natural gas properties" in the Notes to our Condensed Consolidated Financial Statements for further discussion.
The following is a discussion of our financial condition and results of operations for the three and six months ended June 30, 2016 and 2015. The comparability of our results of operations for the three and six months ended June 30, 2016 and 2015 was affected by:

•
fluctuations in oil and natural gas prices, which impact our oil and natural gas reserves, revenues, cash flows and net income or loss;
•
impairments of our oil and natural gas properties during 2016 and 2015;
•
asset impairments and other non-recurring costs, including the settlement of the litigation with our Eagle Ford shale joint venture partner during 2016;
•
mark-to-market gains and losses from our derivative financial instruments;

34

•
changes in proved reserves and production volumes and their impact on depletion;
•
the impact of declining natural gas production volumes from our reduced horizontal drilling activities in certain shale formations;
•
significant changes in our capital structure as a result of transactions in 2016 and 2015;
•
changes in general and administrative expenses as a result of the services and investment agreement with Energy Strategic Advisory Services LLC ("ESAS"); and
•
the reductions in our workforce that occurred during 2016 and 2015.
The availability of a ready market and the prices for oil and natural gas are dependent upon a number of factors that are beyond our control. These factors include, among other things:

•
supply and demand for oil and natural gas and expectations regarding supply and demand;
•
the level of domestic and international production;
•
the availability of imported oil and natural gas;
•
federal regulations applicable to the export of, and construction of export facilities for natural gas;
•
political and economic conditions and events in foreign oil and natural gas producing nations, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, and acts of terrorism or sabotage;
•
the ability of members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;
•
the cost and availability of transportation and pipeline systems with adequate capacity;
•
the cost and availability of other competitive fuels;
•
fluctuating and seasonal demand for oil, natural gas and refined products;
•
concerns about global warming or other conservation initiatives and the extent of governmental price controls and regulation of production;
•
regional price differentials and quality differentials of oil and natural gas;
•
the availability of refining capacity;
•
technological advances affecting oil and natural gas production and consumption;
•
weather conditions and natural disasters;
•
foreign and domestic government relations; and
•
overall domestic and global economic conditions.
Accordingly, in light of the many uncertainties affecting the supply and demand for oil, natural gas and refined petroleum products, we cannot accurately predict the prices or marketability of oil and natural gas from any producing well in which we have or may acquire an interest.

Oil and natural gas production, revenues and prices
The following table presents our production, revenue and average sales prices for the three and six months ended June 30, 2016 and 2015:
 
 
Three Months Ended June 30,
 
 
 
 
 
 
 
 
2016
 
2015
 
Quarter to quarter change
(dollars in thousands, except per unit rate)
 
Production (Mmcfe)
 
Revenue
 
$/Mcfe
 
Production (Mmcfe)
 
Revenue
 
$/Mcfe
 
Production (Mmcfe)
 
Revenue
 
$/Mcfe
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
13,247

 
$
19,122

 
$
1.44

 
21,049

 
$
47,391

 
$
2.25

 
(7,802
)
 
$
(28,269
)
 
$
(0.81
)
East Texas
 
6,877

 
12,525

 
1.82

 
3,664

 
9,269

 
2.53

 
3,213

 
3,256

 
(0.71
)
South Texas
 
2,932

 
16,675

 
5.69

 
3,874

 
30,082

 
7.77

 
(942
)
 
(13,407
)
 
(2.08
)
Appalachia and other
 
3,910

 
5,899

 
1.51

 
4,287

 
7,000

 
1.63

 
(377
)
 
(1,101
)
 
(0.12
)
Total
 
26,966

 
$
54,221

 
$
2.01

 
32,874

 
$
93,742

 
$
2.85

 
(5,908
)
 
$
(39,521
)
 
$
(0.84
)

35

 
 
Six Months Ended June 30,
 
 
 
 
 
 
 
 
2016
 
2015
 
Period to period change
(dollars in thousands, except per unit rate)
 
Production (Mmcfe)
 
Revenue
 
$/Mcfe
 
Production (Mmcfe)
 
Revenue
 
$/Mcfe
 
Production (Mmcfe)
 
Revenue
 
$/Mcfe
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
27,006

 
$
41,188

 
$
1.53

 
39,690

 
$
94,061

 
$
2.37

 
(12,684
)
 
$
(52,873
)
 
$
(0.84
)
East Texas
 
12,621

 
23,183

 
1.84

 
7,702

 
21,087

 
2.74

 
4,919

 
2,096

 
(0.90
)
South Texas
 
6,486

 
30,589

 
4.72

 
7,119

 
49,632

 
6.97

 
(633
)
 
(19,043
)
 
(2.25
)
Appalachia and other
 
7,688

 
10,910

 
1.42

 
8,841

 
15,282

 
1.73

 
(1,153
)
 
(4,372
)
 
(0.31
)
Total
 
53,801

 
$
105,870

 
$
1.97

 
63,352

 
$
180,062

 
$
2.84

 
(9,551
)
 
$
(74,192
)
 
$
(0.87
)
Production for the three and six months ended June 30, 2016 decreased by 5.9 Bcfe, or 18%, and 9.6 Bcfe, or 15%, respectively, as compared with the same periods in 2015. Significant components of the changes in production were a result of:

•
decreased production of 7.8 Bcfe and 12.7 Bcfe for the three and six months ended June 30, 2016, respectively, in the North Louisiana region primarily due to production declines partially offset by additional volumes from the wells turned-to-sales in the second quarter of 2016.

•
increased production of 3.2 Bcfe and 4.9 Bcfe for the three and six months ended June 30, 2016, respectively, in the East Texas region primarily due to additional volumes from wells turned-to-sales.

•
decreased production in the South Texas region of 0.9 Bcfe and 0.6 Bcfe for the three and six months ended June 30, 2016, respectively, primarily due to production declines.

•
decreased production of 0.4 Bcfe and 1.2 Bcfe for the three and six months ended June 30, 2016, respectively, in the Appalachia region primarily due to production declines. In addition, we shut-in approximately 0.7 Bcfe of production due to low regional natural gas prices during the six months ended June 30, 2016. As discussed in "Note 13. Subsequent events" in the Notes to our Condensed Consolidated Financial Statements, on July 1, 2016, we closed a sale of our interests in shallow conventional assets located in Pennsylvania. As such, our production in the Appalachia region for the remainder of 2016 is expected to decline.
Oil and natural gas revenues for the three months ended June 30, 2016 decreased by $39.5 million, or 42%, as compared with the same period in 2015. The decrease in revenues was primarily the result of a decrease in oil and natural gas prices as well as decreased natural gas production. The reduction in our development activities and suspension of drilling in certain regions will cause our production to decline in the future unless we increase our development program. Our average natural gas sales price decreased 30% to $1.49 per Mcf for the three months ended June 30, 2016 from $2.12 per Mcf for the three months ended June 30, 2015, primarily due to lower market prices. Our average sales price of oil per Bbl decreased 24% to $40.25 per Bbl for the three months ended June 30, 2016 from $53.11 per Bbl for the three months ended June 30, 2015, primarily due to lower market prices. In July 2016, we renegotiated a sales contract that is expected to improve our realized oil price in future periods.
Oil and natural gas revenues for the six months ended June 30, 2016 decreased by $74.2 million, or 41%, as compared with the same period in 2015. The decrease in revenues was primarily the result of a decrease in oil and natural gas prices as well as decreased natural gas production. Our average natural gas sales price decreased 33% to $1.51 per Mcf for the six months ended June 30, 2016 from $2.25 per Mcf for the six months ended June 30, 2015, primarily due to lower market prices. Our average sales price of oil per Bbl decreased 30% to $33.57 per Bbl for the six months ended June 30, 2016 from $47.75 per Bbl for the six months ended June 30, 2015, primarily due to lower market prices.


36

Oil and natural gas operating costs
The following tables present our operating costs for the three and six months ended June 30, 2016 and 2015:
 
 
Three Months Ended June 30,
 
 
 
 
 
 
 
 
2016
 
2015
 
Quarter to quarter change
(in thousands)
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
$
2,670

 
$
111

 
$
2,781

 
$
3,224

 
$
1,022

 
$
4,246

 
$
(554
)
 
$
(911
)
 
$
(1,465
)
East Texas
 
1,108

 
60

 
1,168

 
936

 
683

 
1,619

 
172

 
(623
)
 
(451
)
South Texas
 
2,011

 
58

 
2,069

 
4,555

 
772

 
5,327

 
(2,544
)
 
(714
)
 
(3,258
)
Appalachia and other
 
1,542

 
—

 
1,542

 
2,818

 
125

 
2,943

 
(1,276
)
 
(125
)
 
(1,401
)
Total
 
$
7,331

 
$
229

 
$
7,560

 
$
11,533

 
$
2,602

 
$
14,135

 
$
(4,202
)
 
$
(2,373
)
 
$
(6,575
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
 
 
 
 
 
 
2016
 
2015
 
Quarter to quarter change
(per Mcfe)
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
$
0.20

 
$
0.01

 
$
0.21

 
$
0.15

 
$
0.05

 
$
0.20

 
$
0.05

 
$
(0.04
)
 
$
0.01

East Texas
 
0.16

 
0.01

 
0.17

 
0.26

 
0.19

 
0.45

 
(0.10
)
 
(0.18
)
 
(0.28
)
South Texas
 
0.69

 
0.02

 
0.71

 
1.18

 
0.20

 
1.38

 
(0.49
)
 
(0.18
)
 
(0.67
)
Appalachia and other
 
0.39

 
—

 
0.39

 
0.66

 
0.03

 
0.69

 
(0.27
)
 
(0.03
)
 
(0.30
)
Total
 
$
0.27

 
$
0.01

 
$
0.28

 
$
0.35

 
$
0.08

 
$
0.43

 
$
(0.08
)
 
$
(0.07
)
 
$
(0.15
)

 
 
Six Months Ended June 30,
 
 
 
 
 
 
 
 
2016
 
2015
 
Period to period change
(in thousands)
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
$
5,580

 
$
152

 
$
5,732

 
$
6,428

 
$
2,385

 
$
8,813

 
$
(848
)
 
$
(2,233
)
 
$
(3,081
)
East Texas
 
2,264

 
206

 
2,470

 
2,016

 
789

 
2,805

 
248

 
(583
)
 
(335
)
South Texas
 
5,569

 
246

 
5,815

 
10,833

 
812

 
11,645

 
(5,264
)
 
(566
)
 
(5,830
)
Appalachia and other
 
3,021

 
—

 
3,021

 
5,688

 
125

 
5,813

 
(2,667
)
 
(125
)
 
(2,792
)
Total
 
$
16,434

 
$
604

 
$
17,038

 
$
24,965

 
$
4,111

 
$
29,076

 
$
(8,531
)
 
$
(3,507
)
 
$
(12,038
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
 
 
 
 
 
 
2016
 
2015
 
Period to period change
(per Mcfe)
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
 
Lease operating expenses
 
Workovers and other
 
Total
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
$
0.21

 
$
0.01

 
$
0.22

 
$
0.16

 
$
0.06

 
$
0.22

 
$
0.05

 
$
(0.05
)
 
$
—

East Texas
 
0.18

 
0.02

 
0.20

 
0.26

 
0.10

 
0.36

 
(0.08
)
 
(0.08
)
 
(0.16
)
South Texas
 
0.86

 
0.04

 
0.90

 
1.52

 
0.11

 
1.63

 
(0.66
)
 
(0.07
)
 
(0.73
)
Appalachia and other
 
0.39

 
—

 
0.39

 
0.64

 
0.01

 
0.65

 
(0.25
)
 
(0.01
)
 
(0.26
)
Total
 
$
0.31

 
$
0.01

 
$
0.32

 
$
0.39

 
$
0.07

 
$
0.46

 
$
(0.08
)
 
$
(0.06
)
 
$
(0.14
)
Oil and natural gas operating costs for the three and six months ended June 30, 2016 decreased by $6.6 million, or 47%, and $12.0 million, or 41%, respectively, as compared with the same periods in 2015. The decreases were primarily due to cost reduction efforts, including significant reductions in labor costs, repairs and maintenance costs, chemical treatment costs, workover activity and saltwater disposal costs. Reduced labor costs were primarily due to significant reductions in our

37

workforce in 2015. We expect our lease operating expenses in the Appalachia region to continue to decline during the remainder of 2016 due to the sale of our conventional assets in Pennsylvania and associated reduction in workforce. The reduction in saltwater disposal costs is primarily due to the renegotiation of contracts and more cost-efficient disposal methods.
Gathering and transportation
Gathering and transportation expenses for the three months ended June 30, 2016 increased by $2.1 million, or 9%, as compared with the same period in 2015. Gathering and transportation expenses for the six months ended June 30, 2016 increased by $3.0 million, or 6%, as compared with the same period in 2015. The increases were primarily due to gathering expenses in connection with taking our gas in-kind from certain third-party operated wells in the North Louisiana region, which also resulted in improved realized natural gas prices. Gathering and transportation expenses were $1.00 per Mcfe for the three months ended June 30, 2016 as compared to $0.75 per Mcfe for the same period in 2015. Gathering and transportation expenses for the six months ended June 30, 2016 were $0.99 per Mcfe as compared to $0.80 per Mcfe for the same period 2015. The increases were primarily due to lower volumes in relation to fixed costs under gathering and firm transportation contracts in the East Texas and North Louisiana regions.
As a result of our planned reduction in development and related lower production volumes for 2016, our gathering and transportation cost per Mcfe is expected to increase due to the nature of the fixed costs associated with our gathering and firm transportation contracts. We continue to evaluate plans to restructure our gathering and transportation contracts; however, no assurance can be given as to outcome or timing of this process.
Production and ad valorem taxes

The following table presents our production and ad valorem taxes on a percentage of revenue basis and per Mcfe basis for the three and six months ended June 30, 2016 and 2015:
    
 
 
Three Months Ended June 30,
 
 
2016
 
2015
(in thousands, except per unit rate)
 
Production and ad valorem taxes
 
% of revenue
 
Taxes $/Mcfe
 
Production and ad valorem taxes
 
% of revenue
 
Taxes $/Mcfe
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
$
2,155

 
11.3
%
 
$
0.16

 
$
2,468

 
5.2
%
 
$
0.12

East Texas
 
237

 
1.9
%
 
0.03

 
174

 
1.9
%
 
0.05

South Texas
 
2,198

 
13.2
%
 
0.75

 
2,607

 
8.7
%
 
0.67

Appalachia and other
 
267

 
4.5
%
 
0.07

 
354

 
5.1
%
 
0.08

Total
 
$
4,857

 
9.0
%
 
$
0.18

 
$
5,603

 
6.0
%
 
$
0.17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
2016
 
2015
(in thousands, except per unit rate)
 
Production and ad valorem taxes
 
% of revenue
 
Taxes $/Mcfe
 
Production and ad valorem taxes
 
% of revenue
 
Taxes $/Mcfe
Producing region:
 
 
 
 
 
 
 
 
 
 
 
 
North Louisiana
 
$
4,282

 
10.4
%
 
$
0.16

 
$
4,962

 
5.3
%
 
$
0.13

East Texas
 
587

 
2.5
%
 
0.05

 
300

 
1.4
%
 
0.04

South Texas
 
4,277

 
14.0
%
 
0.66

 
4,707

 
9.5
%
 
0.66

Appalachia and other
 
351

 
3.2
%
 
0.05

 
495

 
3.2
%
 
0.06

Total
 
$
9,497

 
9.0
%
 
$
0.18

 
$
10,464

 
5.8
%
 
$
0.17

Production and ad valorem taxes for the three months ended June 30, 2016 decreased by $0.7 million, or 13%, as compared with the same period in 2015. Production and ad valorem taxes for the six months ended June 30, 2016 decreased by $1.0 million, or 9%, as compared to the same period in 2015. The decreases were primarily due to lower production volumes and lower commodity prices. The lower commodity prices primarily impacted properties located in Texas because production taxes are based on a fixed percentage of gross value of production sold. The decrease was partially offset by higher ad valorem taxes resulting from additional wells drilled and increased ad valorem tax rates in certain counties in Texas.
In our North Louisiana region, we currently receive severance tax holidays on certain horizontal wells that reduce the effective rate of these taxes. Our horizontal wells in the state of Louisiana are eligible for an exemption from severance taxes for the earlier of two years from the date of first production or until payout of qualified costs. In July 2015, the state of

38

Louisiana decreased its severance tax rate for wells that do not receive exemptions from $0.163 to $0.158 per Mcf. In July 2016, the effective severance tax rate decreased to $0.098 per Mcf.
Depletion, depreciation and amortization
Depletion, depreciation and amortization for the three months ended June 30, 2016 decreased from the same period in 2015 primarily due to a decrease in depletion expense of $42.4 million, or 69%. On a per Mcfe basis, the depletion rate for the three months ended June 30, 2016 was $0.69 per Mcfe, compared with $1.86 per Mcfe in the same period in 2015. Depletion, depreciation and amortization for the six months ended June 30, 2016 decreased from the same period in 2015 primarily due to a decrease in depletion expense of $75.7 million, or 62%. On a per Mcfe basis, the depletion rate for the six months ended June 30, 2016 was $0.88 per Mcfe, compared with $1.94 per Mcfe in the same period in 2015. The decrease in depletion expense was primarily due to a decrease in production and the depletion rate. The decrease in the depletion rate was primarily due to the impairments of our oil and natural gas properties during 2015 and 2016, which lowered our depletable base.
Impairment of oil and natural gas properties
We recorded impairments to our oil and natural gas properties of $26.2 million and $160.8 million for the three and six months ended June 30, 2016, respectively. The impairments in both periods were primarily due to the significant decline in oil and natural gas prices. The trailing twelve-month reference prices at June 30, 2016 were $2.24 per Mmbtu of natural gas and $43.12 per Bbl of oil. The spot prices on the first day of July 2016 were $2.92 per Mmbtu of natural gas and $48.85 per Bbl of oil, which exceeded the trailing twelve-month reference prices at June 30, 2016.  However, oil and natural gas prices are volatile and we may incur additional impairments during 2016 if future oil and natural gas prices result in a decrease in the trailing twelve-month reference prices compared to June 30, 2016. The possibility and amount of any future impairment is difficult to predict, and will depend, in part, upon future oil and natural gas prices to be utilized in the ceiling test, estimates of proved reserves and future capital expenditures and operating costs.
General and administrative    
The following table presents our general and administrative expenses for the three and six months ended June 30, 2016 and 2015:
 
 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
(in thousands)
 
2016
 
2015
 
Quarter to quarter change
 
2016
 
2015
 
Period to period change
General and administrative expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Gross general and administrative expenses
 
$
13,844

 
$
20,222

 
$
(6,378
)
 
$
27,772

 
$
43,930

 
$
(16,158
)
Technical services and service agreement charges
 
(2,066
)
 
(3,947
)
 
1,881

 
(4,393
)
 
(8,773
)
 
4,380

Operator overhead reimbursements
 
(3,365
)
 
(3,315
)
 
(50
)
 
(6,876
)
 
(6,544
)
 
(332
)
Capitalized salaries
 
(758
)
 
(1,802
)
 
1,044

 
(1,764
)
 
(3,898
)
 
2,134

General and administrative expenses, excluding equity-based compensation
 
7,655

 
11,158

 
(3,503
)
 
14,739

 
24,715

 
(9,976
)
Gross equity-based compensation
 
9,275

 
2,406

 
6,869

 
13,348

 
5,055

 
8,293

Capitalized equity-based compensation
 
53

 
(967
)
 
1,020

 
(207
)
 
(1,936
)
 
1,729

General and administrative expenses
 
$
16,983

 
$
12,597

 
$
4,386

 
$
27,880

 
$
27,834

 
$
46

General and administrative expenses for the three months ended June 30, 2016 increased by $4.4 million, or 35%, compared with the same period in 2015. General and administrative expenses for the six months ended June 30, 2016 remained consistent with the same period in 2015. Significant components of the changes in general and administrative expenses were a result of:

•
decreased personnel costs of $5.3 million and $15.3 million for the three and six months ended June 30, 2016, respectively, primarily due to reductions in our workforce and other employee benefits.

•
increased consulting and contract labor costs of $1.4 million for the six months ended June 30, 2016 primarily related to the service fees and annual incentive payment with ESAS that began on March 31, 2015.

39


•
decreased various other gross general and administrative expenses of $1.1 million and $2.3 million for the three and six months ended June 30, 2016, respectively. These decreases reflect our efforts to reduce our general and administrative costs such as office expenses and professional fees. However, we expect our professional fees to increase during the remainder of 2016 in connection with the execution of our strategic plan that is focused on restructuring our balance sheet and gathering and transportation contracts.

•
decreased technical services and service agreement recoveries of $1.9 million and $4.4 million for the three and six months ended June 30, 2016, respectively. These decreases were primarily a result of reduced headcount and lower recoveries in connection with the transition service agreement with Compass Productions Partners, LP ("Compass") that terminated in April 2015.

•
decreased capitalized salaries of $1.0 million and $2.1 million for the three and six months ended June 30, 2016, respectively, primarily as a result of reduced employee headcount.

•
increased equity-based compensation of $7.9 million and $10.0 million for the three and six months ended June 30, 2016, respectively. These increases were primarily due to $8.9 million and $10.9 million of additional compensation expense related to the warrants issued to ESAS in 2015 for the three and six months ended June 30, 2016, respectively, compared to the same periods in the prior year. The fair value of the warrants is dependent on factors such as our share price, historical volatility, risk-free rate and performance relative to our peer group. These factors, in aggregate, contributed to a significant increase in the fair value of the warrants and the related equity-based compensation expense at June 30, 2016. The expense related to warrants is re-measured and adjusted each interim reporting period; therefore, our general and administrative expenses in future periods could be volatile based on the aforementioned factors. The increase in our equity-based compensation expense was partially offset by lower equity-based compensation to employees as a result of reductions in our workforce.
Other operating items
Other operating items were net losses of $24.9 million and $25.0 million for the three and six months ended June 30, 2016. The net losses for both periods were primarily due to a loss of $24.3 million recorded during the second quarter of 2016 in connection with the settlement of the litigation with our joint venture partner. See "Note 13. Subsequent events" in the Notes to our Condensed Consolidated Financial Statements for additional information.
Interest expense, net
The following table presents our interest expense, net for the three and six months ended June 30, 2016 and 2015:
 
 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
(in thousands)
 
2016
 
2015
 
Quarter to quarter change
 
2016
 
2015
 
Period to period change
Interest expense, net:
 
 
 
 
 
 
 
 
 
 
 
 
EXCO Resources Credit Agreement
 
$
1,195

 
$
2,019

 
$
(824
)
 
$
2,305

 
$
3,648

 
$
(1,343
)
Fairfax Term Loan
 
9,375

 
—

 
9,375

 
18,750

 
—

 
18,750

2018 Notes
 
2,606

 
14,420

 
(11,814
)
 
5,505

 
28,833

 
(23,328
)
2022 Notes
 
4,137

 
10,625

 
(6,488
)
 
8,307

 
21,250

 
(12,943
)
Amortization of deferred financing costs
 
1,866

 
1,742

 
124

 
4,868

 
6,267

 
(1,399
)
Capitalized interest
 
(1,303
)
 
(3,293
)
 
1,990

 
(2,642
)
 
(7,027
)
 
4,385

Other
 
56

 
58

 
(2
)
 
96

 
90

 
6

Total interest expense, net
 
$
17,932

 
$
25,571

 
$
(7,639
)
 
$
37,189

 
$
53,061

 
$
(15,872
)
Interest expense, net for the three and six months ended June 30, 2016 decreased $7.6 million and $15.9 million, respectively, from the same periods in 2015. These decreases were primarily due to lower outstanding balances on the 2018 Notes and 2022 Notes from debt restructuring activities and note repurchases in 2015 and 2016. This was partially offset by additional interest from the 12.5% senior secured second lien term loan with certain affiliates of Fairfax Financial Holdings Limited in the aggregate principal amount of $300.0 million ("Fairfax Term Loan"), which closed in the fourth quarter of 2015. The decreases were also partially offset by lower capitalized interest primarily related to lower balances of unproved oil and natural gas properties and suspension of our drilling and development program in certain areas.

40

In the fourth quarter of 2015, we closed a 12.5% senior secured second lien term loan with certain unsecured noteholders in the aggregate principal amount of $400.0 million (“Exchange Term Loan," and together with the Fairfax Term Loan, the "Second Lien Term Loans") and used the proceeds to repurchase a portion of the outstanding 2018 Notes and 2022 Notes in exchange for the holders of such notes agreeing to act as lenders in connection with the Exchange Term Loan. The exchange was accounted for as a troubled debt restructuring pursuant to FASB ASC 470-60, Troubled Debt Restructuring by Debtors. As such, all cash payments under the terms of the Exchange Term Loan, whether designated as interest or as principal amount, reduce the carrying amount and no interest expense, in accordance with generally accepted accounting principles in the United States ("GAAP"), is recognized. This will result in a significantly lower interest expense than the contractual interest payments throughout the term of the Exchange Term Loan. 
Derivative financial instruments
Our oil and natural gas derivative financial instruments resulted in net losses of $36.4 million and $6.6 million for the three months ended June 30, 2016 and 2015, respectively. Our oil and natural gas derivative financial instruments resulted in a net loss of $19.8 million for the six months ended June 30, 2016 and a net gain of $17.1 million for the six months ended June 30, 2015, respectively. Based on the nature of our derivative contracts, increases in the related commodity price typically result in a decrease to the value of our derivatives contracts. The significant fluctuations demonstrate the high volatility in oil and natural gas prices between each of the periods. The ultimate settlement amount of the unrealized portion of the derivative financial instruments is dependent on future commodity prices.
The following table presents our oil and natural gas prices, before and after the impact of the cash settlement of our derivative financial instruments:
 
 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
Average realized pricing:
 
2016
 
2015
 
Quarter to quarter change
 
2016
 
2015
 
Period to period change
Natural gas (per Mcf):
 
 
 
 
 
 
 
 
 
 
 
 
Net price, excluding derivatives
 
$
1.49

 
$
2.12

 
$
(0.63
)
 
$
1.51

 
$
2.25

 
$
(0.74
)
Cash receipts on derivatives
 
0.54

 
0.70

 
(0.16
)
 
0.49

 
0.65

 
(0.16
)
Net price, including derivatives
 
$
2.03

 
$
2.82

 
$
(0.79
)
 
$
2.00

 
$
2.90

 
$
(0.90
)
Oil (per Bbl):
 
 
 
 
 
 
 
 
 
 
 
 
Net price, excluding derivatives
 
$
40.25

 
$
53.11

 
$
(12.86
)
 
$
33.57

 
$
47.75

 
$
(14.18
)
Cash receipts on derivatives
 
7.94

 
14.73

 
(6.79
)
 
10.04

 
18.36

 
(8.32
)
Net price, including derivatives
 
$
48.19

 
$
67.84

 
$
(19.65
)
 
$
43.61

 
$
66.11

 
$
(22.50
)
Natural gas equivalent (per Mcfe):
 
 
 
 
 
 
 
 
 
 
 
 
Net price, excluding derivatives
 
$
2.01

 
$
2.85

 
$
(0.84
)
 
$
1.97

 
$
2.84

 
$
(0.87
)
Cash receipts on derivatives
 
0.62

 
0.89

 
(0.27
)
 
0.62

 
0.90

 
(0.28
)
Net price, including derivatives
 
$
2.63

 
$
3.74

 
$
(1.11
)
 
$
2.59

 
$
3.74

 
$
(1.15
)
Our total cash receipts for the three months ended June 30, 2016 were $16.6 million, or $0.62 per Mcfe, compared to cash receipts of $29.4 million, or $0.89 per Mcfe, for the three months ended June 30, 2015. Our total cash receipts for the six months ended June 30, 2016 were $33.4 million, or $0.62 per Mcfe, compared to cash receipts of $57.0 million, or $0.90 per Mcfe, for the six months ended June 30, 2015. The differences between the cash receipts during 2016 and 2015 were primarily due to lower volumes hedged and lower strike prices in the current period.

41

Gain on extinguishment of debt
For the three and six months ended June 30, 2016, we recorded a net gain on extinguishment of debt of $16.8 million and $62.0 million, respectively. The net gain for the three months ended June 30, 2016 was primarily due to the repurchases of an aggregate of $23.5 million in principal amount of the 2018 Notes and 2022 Notes with an aggregate of $5.4 million in cash. The net gain for the six months ended June 30, 2016 was primarily due to the repurchase of an aggregate of $77.8 million in principal amount of the 2018 Notes and 2022 Notes with an aggregate of $13.3 million in cash. The net gains included an acceleration of the related deferred financings costs and notes discount, as well as direct costs associated with the transactions.
Equity loss
Our equity loss was $0.1 million and $0.5 million for the three months ended June 30, 2016 and 2015, respectively. Our equity loss was $8.0 million and $1.3 million for the six months ended June 30, 2016 and 2015, respectively. The increase in our equity loss for the six months ended June 30, 2016 from the same period in 2015 was primarily due to a $4.9 million other than temporary impairment of our midstream investment in the East Texas and North Louisiana regions that we account for under the cost method of accounting. The impairment was primarily the result of reduced drilling activity in the region that is expected to reduce future cash flows of our investment. In addition, we recorded a net loss of $2.8 million for the six months ended June 30, 2016 from our equity method investment that owns and manages certain surface acreage in the North Louisiana region primarily due to its impairment of certain assets.
Income taxes
Our effective income tax rate for the three and six months ended June 30, 2016 and 2015 was zero, primarily due to prior losses arising from impairments of oil and natural gas properties which created deferred tax assets. These deferred tax assets have been fully reserved with valuation allowances. Our accumulated valuation allowance as of June 30, 2016 was approximately $1.4 billion and can be used to offset future taxable income. We will continue to recognize deferred tax valuation allowances until the realization of deferred benefits becomes more likely than not. As a result of the repurchase of a portion of our senior unsecured notes during the six months ended June 30, 2016, we had cancellation of debt income for tax purposes which reduced our net operating loss carryforwards ("NOLs") by $64.5 million.
The effective income tax rates, excluding the impact of the valuation allowances, would have been 39.0% and 38.5% for the three and six months ended June 30, 2016, respectively, and 38.5% and 38.8% for the three and six months ended June 30, 2015, respectively. The effective tax rates, excluding the impact of the valuation allowance, differ from the statutory tax rates primarily due to permanent differences between the amounts recorded for financial reporting purposes and the amounts used for income tax purposes. During the three months ended June 30, 2016, we recognized deferred income tax expense of $0.7 million related to a deferred tax liability for tax deductible goodwill. During the three months ended June 30, 2016, the book basis of goodwill exceeded the tax basis which caused the previous book and tax basis differences to change from a deferred tax asset to a deferred tax liability. The deferred tax liability related to goodwill is considered to have an indefinite life based on the nature of the underlying asset and cannot be offset under GAAP with a deferred tax asset with a definite life, such as net operating loss carryforwards. However, the deferred income tax expense is not expected to result in cash payments of income taxes in the foreseeable future.

Our liquidity, capital resources and capital commitments
Overview
Our primary sources of capital resources and liquidity are internally generated cash flows from operations, borrowing capacity under the EXCO Resources Credit Agreement, dispositions of non-strategic assets, joint ventures and capital markets when conditions are favorable. Factors that could impact our liquidity, capital resources and capital commitments include the following:

•
the level of planned drilling activities;
•
the results of our ongoing drilling programs;
•
our ability to fund, finance or repay financing incurred in connection with acquisitions of oil and natural gas properties;
•
the integration of acquisitions of oil and natural gas properties or other assets;
•
our ability to effectively manage operating, general and administrative expenses and capital expenditure programs;
•
reduced oil and natural gas revenues resulting from, among other things, depressed oil and natural gas prices and lower production from reductions to our drilling and development activities;
•
our ability to mitigate commodity price volatility with derivative financial instruments;

42

•
our ability to meet minimum volume commitments under firm transportation agreements and other fixed commitments, as well as our ability to restructure these contracts;
•
potential acquisitions and/or dispositions of oil and natural gas properties or other assets;
•
limitations on our ability to incur certain types of indebtedness in accordance with our debt agreements;
•
our ability to pay interest on our outstanding indebtedness, including the quarterly payments related to the Second Lien Term Loans;
•
reductions to our borrowing base;
•
requirements to provide certain vendors and other parties with letters of credit as a result of our credit quality, which reduce the amount of available borrowings under the EXCO Resources Credit Agreement;
•
additional debt restructuring activities including the repurchase of indebtedness, issuance of additional indebtedness or issuance of equity in exchange for indebtedness; and
•
our ability to maintain compliance with debt covenants.
Recent events affecting liquidity
In response to the low commodity price environment, we have limited our development activities to preserve our capital resources and liquidity. The curtailment of the development of our properties will lead to a decline in our production and reserves unless we increase our levels of development in the future. Our 2016 capital budget is expected to exceed our cash flows from operations and we expect that the deficit will be funded with borrowings under the EXCO Resources Credit Agreement. We continue to evaluate and implement further cost reduction initiatives to mitigate the impact of low commodity prices on our cash flows and liquidity. Since December 31, 2015, we reduced the number of our general and administrative employees by approximately 20%, and reduced our field employees in the Appalachia region by 52% in conjunction with the sale of our conventional assets in Pennsylvania.
On March 29, 2016, the lenders under the EXCO Resources Credit Agreement completed their regular semi-annual borrowing base redetermination, which resulted in a reduction in our borrowing base from $375.0 million to $325.0 million primarily due to depressed oil and natural gas prices. There were no other changes or amendments to the EXCO Resources Credit Agreement as a result of the redetermination. The borrowing base under the EXCO Resources Credit Agreement remains subject to semi-annual review and redetermination by the lenders pursuant to the terms of the EXCO Resources Credit Agreement, and the next scheduled redetermination of the borrowing base is set to occur on or about September 1, 2016.
We completed transactions focused on reducing our indebtedness, including open market repurchases of an aggregate of $26.4 million and $51.4 million in principal amount of the 2018 Notes and 2022 Notes, respectively, with an aggregate of $13.3 million in cash during the six months ended June 30, 2016. As a result, we reduced the principal amounts outstanding under our 2018 Notes and 2022 Notes to $131.6 million and $171.4 million, respectively. During the second quarter of 2016, our cash flows from operations, reduced capital program and proceeds received from the sale of certain assets in South Texas allowed us to reduce our indebtedness under the EXCO Resources Credit Agreement by $11.4 million. These transactions resulted in a reduction in the principal amount of outstanding indebtedness by $23.7 million, net of borrowings under the EXCO Resources Credit Agreement, for the six months ended June 30, 2016.
On July 27, 2016, we announced the commencement of a Tender Offer for our outstanding 2018 Notes and 2022 Notes up to a maximum combined amount of $40.0 million on the aggregate price paid. Our decision to commence the Tender Offer process is part of EXCO’s comprehensive restructuring process focused on reducing indebtedness. We are also evaluating transactions that could further enhance our liquidity and capital structure including the exchanges of existing indebtedness for common shares, issuance of additional indebtedness, restructuring or repurchase of existing indebtedness, issuance of equity, restructuring of gathering, transportation and certain other commercial contracts, cost reductions, divestitures of assets or similar transactions. There is no assurance any such transactions will occur.

43

The following table presents our liquidity and outstanding principal balance of debt as of June 30, 2016:
(in thousands)
 
June 30, 2016
EXCO Resources Credit Agreement
 
$
121,592

Exchange Term Loan (1)
 
400,000

Fairfax Term Loan
 
300,000

2018 Notes (2)
 
131,576

2022 Notes
 
171,432

Total debt (3)
 
$
1,124,600

Net debt
 
$
1,071,552

Borrowing base
 
$
325,000

Unused borrowing base (4)
 
$
193,172

Cash (5)
 
$
53,048

Unused borrowing base plus cash
 
$
246,220


(1)
Amount presented is the outstanding principal balance and excludes $215.9 million of deferred reductions to carrying value. See "Note 8. Debt" in the Notes to our Condensed Consolidated Financial Statements for additional information.
(2)
Excludes unamortized discount of $0.7 million at June 30, 2016.
(3)
Excludes unamortized deferred financing costs of $15.4 million at June 30, 2016.
(4)
Net of $10.2 million in letters of credit at June 30, 2016.
(5)
Includes restricted cash of $25.5 million at June 30, 2016.
Credit agreements and long-term debt
As of June 30, 2016, our consolidated debt consisted of the EXCO Resources Credit Agreement, 2018 Notes, 2022 Notes and the Second Lien Term Loans (see "Note 8. Debt" in the Notes to our Condensed Consolidated Financial Statements for a more detailed description of each agreement).
As of June 30, 2016, we were in compliance with the following financial covenants (each as defined in the EXCO Resources Credit Agreement):

•
our consolidated current ratio of 1.2 to 1.0 exceeded the minimum of at least 1.0 to 1.0 as of the end of any fiscal quarter. The consolidated current assets utilized in this ratio includes unused commitments under the EXCO Resources Credit Agreement;
•
our ratio of consolidated EBITDAX to consolidated interest expense ("Interest Coverage Ratio"), of 1.9 to 1.0 exceeded the minimum of at least 1.25 to 1.0 as of the end of any fiscal quarter. The consolidated interest expense utilized in the Interest Coverage Ratio is calculated in accordance with GAAP; therefore, this excludes cash payments under the terms of the Exchange Term Loan, whether designated as interest or as principal amount, that reduce the carrying amount and are not recognized as interest expense. See further details on the accounting for the Exchange Term Loan in "Note 8. Debt" in the Notes to our Condensed Consolidated Financial Statements; and
•
our ratio of senior secured indebtedness to consolidated EBITDAX ("Senior Secured Indebtedness Ratio") of 0.8 to 1.0 did not exceed the maximum of 2.5 to 1.0 as of the end of any fiscal quarter. Senior secured indebtedness utilized in the Senior Secured Indebtedness Ratio excludes the Second Lien Term Loans and any other indebtedness subordinated to the EXCO Resources Credit Agreement.
Our liquidity and ability to maintain compliance with debt covenants have been negatively impacted by the prolonged depressed oil and natural gas price environment, levels of indebtedness, and gathering, transportation and certain other commercial contracts. Based on our current estimates and expectations, we do not believe we will be able to comply with all of the covenants under the EXCO Resources Credit Agreement for the twelve-month period following the date of these Condensed Consolidated Financial Statements.
If we are successful in the Tender Offer, the purchases are expected to be funded primarily with the borrowings under the EXCO Resources Credit Agreement. There can be no assurances regarding the success or extent of the purchases of the senior unsecured notes as part of the Tender Offer process. Furthermore, the next borrowing base redetermination under the EXCO Resources Credit Agreement is scheduled to occur on or about September 1, 2016. The lenders party to the EXCO Resources Credit Agreement have considerable discretion in setting our borrowing base, and we are unable to predict the outcome of any future redeterminations.

44

We are required to maintain a consolidated current ratio (as defined in the EXCO Resources Credit Agreement) of at least 1.0 to 1.0 as of the end of any fiscal quarter, which includes unused commitments under the EXCO Resources Credit Agreement in the definition of consolidated current assets. The inclusion of the unused commitments under the EXCO Resources Credit Agreement has historically allowed us to maintain compliance with the consolidated current ratio covenant. Therefore, the reduction in unused commitments as a result of borrowings to fund the Tender Offer or further reductions to our borrowing base as part of the upcoming redetermination process would negatively impact our consolidated current ratio and liquidity.
As a result of the impact of the aforementioned factors on our financial results and condition, we anticipate that we will not meet the minimum requirement under the current ratio for the twelve-month period following the date of these Condensed Consolidated Financial Statements. We expect to maintain compliance with the minimum requirements for the financial covenants in the EXCO Resources Credit Agreement related to the Interest Coverage Ratio and the Senior Secured Indebtedness Ratio for the twelve-month period following the date of these Condensed Consolidated Financial Statements. If we are not able to meet our debt covenants in future periods, we may be required, but unable, to refinance all or part of our existing debt, seek covenant relief from our lenders, sell assets, incur additional indebtedness, or issue equity on terms acceptable to us, if at all, and may be required to surrender assets pursuant to the security provisions of the EXCO Resources Credit Agreement. Therefore, our ability to continue our planned principal business operations would be dependent on the actions of our lenders or obtaining additional debt and/or equity financing to repay outstanding indebtedness under the EXCO Resources Credit Agreement. These factors raise substantial doubt about our ability to continue as a going concern.
The EXCO Resources Credit Agreement and Second Lien Term Loans require our annual financial statements to include a report from our independent registered public accounting firm without an explanatory paragraph related to our ability to continue as a going concern. If the substantial doubt about our ability to continue as a going concern still exists at December 31, 2016 or if we fail to comply with the financial and other covenants in the EXCO Resources Credit Agreement or the Second Lien Term Loans, we would be in default under such agreement. Any event of default may cause a default or accelerate our obligations with respect to our other outstanding indebtedness, including the 2018 Notes and 2022 Notes, which could adversely affect our business, financial condition and results of operations.
The Second Lien Term Loans and the indentures governing the 2018 Notes and 2022 Notes contain incurrence covenants that restrict our ability to incur additional indebtedness, incur liens to secure any such additional indebtedness or pledge assets. These incurrence covenants include limitations on our indebtedness that are based, in part, on the greater of a monetary threshold or the value of our assets. Our ability to incur additional indebtedness could be limited to the extent that low oil and natural gas prices negatively impact the value of our assets. See further details on the limitations on our ability to incur additional indebtedness as described in "Note 8. Debt" in the Notes to our Condensed Consolidated Financial Statements.
Capital expenditures
Our 2016 capital budget of $85.0 million is focused on development activities in the Haynesville and Bossier shales in North Louisiana and East Texas. The development activities include drilling 7 gross (5.4 net) wells and completing 15 gross (9.0 net) wells. We have flexibility in the timing of development because our acreage is predominantly held-by-production.
For the six months ended June 30, 2016, our capital expenditures totaled $56.3 million, of which $52.6 million was related to drilling and development activities. Our development program during the six months ended June 30, 2016 included an average of one operated drilling rig focused on the Haynesville shale in North Louisiana. We concluded our 2016 drilling program in North Louisiana and turned-to-sales three additional wells in this region in the third quarter of 2016. Our two drilling rig contracts expire in 2017 and are currently being sub-leased to another operator. Our development activities in East Texas included completion activities in the Haynesville and Bossier shales.
The following table presents our capital expenditures for the six months ended June 30, 2016 and our forecasted capital expenditures for the remainder of 2016.
 
 
Six Months Ended
 
July - December Forecast
 
Full Year Forecast
(in thousands)
 
June 30, 2016
 
2016
 
2016
Capital expenditures:
 
 
 
 
 
 
Development capital expenditures
 
$
52,583

 
$
16,417

 
$
69,000

Other (1)
 
3,742

 
12,258

 
16,000

    Total
 
$
56,325

 
$
28,675

 
$
85,000


(1) Other capital expenditures are comprised primarily of capitalized corporate costs, field operations and land costs.

45


Historical sources and uses of funds

Our primary sources of cash for the six months ended June 30, 2016 were cash flows from operations and borrowings under the EXCO Resources Credit Agreement.
Net increases (decreases) in cash are summarized as follows:
 
 
Six Months Ended June 30,
(in thousands)
 
2016
 
2015
Net cash provided by operating activities
 
$
45,925

 
$
108,204

Net cash used in investing activities
 
(43,233
)
 
(192,569
)
Net cash provided by financing activities
 
12,624

 
87,967

Net increase in cash
 
$
15,316

 
$
3,602

Operating activities
The primary factors impacting our cash flows from operating activities include: (i) levels of production from our oil and natural gas properties, (ii) prices we receive from sales of oil and natural gas production, including settlement proceeds or payments related to our oil and natural gas derivatives, (iii) operating costs of our oil and natural gas properties, (iv) costs of our general and administrative activities and (v) interest expense. Our cash flows from operating activities have historically been impacted by fluctuations in oil and natural gas prices and our production volumes.
For the six months ended June 30, 2016, our net cash provided by operating activities was $45.9 million as compared to $108.2 million for the six months ended June 30, 2015. The decrease was primarily attributable to lower revenues from lower production and decreased oil and natural gas prices. In addition, the decrease was due to lower cash receipts on derivative contracts of $33.4 million for the six months ended June 30, 2016 compared to $57.0 million for the same period in 2015.
Investing activities
Our investing activities consist primarily of drilling and development expenditures, acquisitions and divestitures. Future acquisitions are dependent on oil and natural gas prices, availability of attractive acreage and other oil and natural gas properties, acceptable rates of return, availability of borrowing capacity under the EXCO Resources Credit Agreement and availability of other sources of capital.
For the six months ended June 30, 2016, our net cash used in investing activities was $43.2 million which primarily consisted of $55.0 million of completion activities in the East Texas region and development activities in the North Louisiana region. This was partially offset by $11.5 million of proceeds received from a sale of certain non-core undeveloped acreage in South Texas and our interests in four producing wells. For the six months ended June 30, 2015, our net cash used in investing activities was $192.6 million primarily due to drilling and development activities in the East Texas, North Louisiana and South Texas regions. The cash used in investing activities for the six months ended June 30, 2015 included a significant amount of expenditures related to the wells drilled in 2014.
Financing activities
For the six months ended June 30, 2016, our net cash provided by financing activities was $12.6 million primarily due to $54.1 million in net borrowings under the EXCO Resources Credit Agreement partially offset by payments of $25.3 million on the Exchange Term Loan, which reduced its carrying value, and an aggregate of $13.3 million of cash payments used to repurchase a portion of our 2018 Notes and 2022 Notes. The borrowings under the EXCO Resources Credit Agreement were primarily utilized to fund our investing activities. On March 29, 2016, we borrowed our remaining unused commitments of $232.4 million under the EXCO Resources Credit Agreement to secure our liquidity. Prior to the completion of the borrowing base redetermination process on March 29, 2016, we repaid the entire $232.4 million. The borrowing and subsequent repayment both occurred on the same day. For the six months ended June 30, 2015, our net cash provided by financing activities was $88.0 million primarily due to $90.0 million in borrowings under the EXCO Resources Credit Agreement.

46

Derivative financial instruments
Our production is generally sold at prevailing market prices. However, we periodically enter into oil and natural gas derivative contracts for a portion of our production to mitigate the impact of commodity price fluctuations and achieve a more predictable cash flow associated with our operations. These transactions limit our exposure to declines in prices, but also limit the benefits we would realize if oil and natural gas prices increase.                     
Our derivative financial instruments are comprised of oil and natural gas swaps, collars and swaption contracts. As of June 30, 2016, we had derivative financial instruments in place for the volumes and prices shown below:

 
NYMEX gas volume - Bbtu
 
Weighted average contract price per Mmbtu
 
 NYMEX oil volume - Mbbl
 
Weighted average contract price per Bbl
Swaps:
 
 
 
 
 
 
 
 
Remainder of 2016
 
28,520

 
$
2.88

 
552

 
$
58.61

2017
 
23,700

 
2.99

 
183

 
50.00

2018
 
3,650

 
3.15

 
—

 
—

Swaptions:
 
 
 
 
 
 
 
 
2017
 
7,300

 
2.76

 
—

 
—

Collars:
 
 
 
 
 
 
 
 
2017
 
3,650

 
 
 
—

 
 
Sold call
 
 
 
3.43

 
 
 
—

Purchased put
 
 
 
2.80

 
 
 
—

We had derivative financial instruments that covered approximately 58% and 52% of production volumes during the three and six months ended June 30, 2016.
See further details on our derivative financial instruments in "Note 7. Derivative financial instruments" and "Note 9. Fair value measurements" in the Notes to our Condensed Consolidated Financial Statements.
Off-balance sheet arrangements
As of June 30, 2016, we had no arrangements or any guarantees of off-balance sheet debt to third parties.
Contractual obligations and commercial commitments
On July 25, 2016, we amended and restated the Participation Agreement to eliminate our requirement to offer to purchase our joint venture partner's interests, eliminate our requirement to convey a portion of our working interest to our joint venture partner upon commencing development of future locations, terminate the area of mutual interest, provide that we transfer to our joint venture partner a portion of our interests in certain producing wells and modify or eliminate other provisions. See "Note 13. Subsequent events" for further discussion. There have been no other material changes outside the ordinary course of business to our contractual obligations and commercial commitments since December 31, 2015.


47

Item 3.     Quantitative and Qualitative Disclosures 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 objective in entering into derivative financial instruments is to manage our exposure to commodity price fluctuations, protect our returns on investments, and achieve a more predictable cash flow in connection with our financing activities and borrowings related to these activities. These transactions limit exposure to declines in prices, but also limit the benefits we would realize if oil and natural gas prices increase. When prices for oil and natural gas are volatile, a significant portion of the effect of our derivative financial instrument management activities consists of non-cash income or expense due to changes in the fair value of our derivative financial instrument contracts. Cash losses or gains only arise from payments made or received on monthly settlements of contracts or if we terminate a contract prior to its expiration.
Our most significant 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 as well as local and regional differentials. Pricing for oil and natural gas production is volatile.
Our use of derivative financial instruments could have the effect of reducing our revenues and the value of our securities. For the six months ended June 30, 2016, a $1.00 increase in the average commodity price per Mcfe would have resulted in an increase in cash settlement payments (or a decrease in settlements received) of approximately $28.2 million for our oil and natural gas swap contracts. The ultimate settlement amount of our outstanding derivative financial instrument contracts is dependent on future commodity prices. We may incur significant unrealized losses in the future from our use of derivative financial instruments to the extent market prices increase and our derivatives contracts remain in place.
Interest rate risk
    
At June 30, 2016, our exposure to interest rate changes related primarily to borrowings under the EXCO Resources Credit Agreement. The interest rates per annum on the 2018 Notes, 2022 Notes and Second Lien Term Loans are fixed at 7.5%, 8.5% and 12.5%, respectively. Interest is payable on borrowings under the EXCO Resources Credit Agreement based on a floating rate as more fully described in "Note 8. Debt" in the Notes to our Condensed Consolidated Financial Statements. At June 30, 2016, we had approximately $121.6 million in outstanding borrowings under the EXCO Resources Credit Agreement. A 1% increase in interest rates (100 bps) based on the variable borrowings as of June 30, 2016 would result in an increase in our interest expense of approximately $1.2 million per year. The interest we pay on these borrowings is set periodically based upon market rates.

Item 4.     Controls and Procedures
    
Disclosure controls and procedures. Pursuant to Rule 13a-15(b) under the Exchange Act, EXCO's management has evaluated, under the supervision and with the participation of our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that EXCO's disclosure controls and procedures were effective as of June 30, 2016 to ensure that information that is required to be disclosed by EXCO in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to EXCO's management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There were no changes in EXCO's internal control over financial reporting that occurred during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, EXCO's internal control over financial reporting.


48

PART II—OTHER INFORMATION
Item 1.
Legal Proceedings

In the ordinary course of business, we are periodically a party to various litigation matters. As described in "Item 3. Legal Proceedings" in our 2015 Form 10-K, we were in a dispute subject to litigation over the offer and the acceptance process with our joint venture partner under the Participation Agreement that has been settled. See "Note 13. Subsequent events" in the Notes to our Consolidated Financial Statements for additional information and the description of the settlement pertaining to this litigation matter.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    
Issuer repurchases of common shares
The following table details our repurchase of common shares for the three months ended June 30, 2016:

Period
 
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
April 1, 2016 - April 30, 2016
 
—

 
$
—

 
—

 
$
192.5

May 1, 2016 - May 31, 2016
 
—

 
—

 
—

 
192.5

June 1, 2016 - June 30, 2016
 
—

 
—

 
—

 
192.5

       Total
 
—

 
$
—

 
—

 
 

(1)
On July 19, 2010, we announced a $200.0 million share repurchase program.

Item 6.
Exhibits

See “Index to Exhibits” for a description of our exhibits.


49

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
EXCO RESOURCES, INC.
 
 
(Registrant)
 
 
 
 
Date:
August 3, 2016
 
/s/ Harold L. Hickey
 
 
 
Harold L. Hickey
 
 
 
Chief Executive Officer and President
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Richard A. Burnett
 
 
 
Richard A. Burnett
 
 
 
Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer)

50

INDEX TO EXHIBITS

Exhibit
Number
Description of Exhibits

2.1
Haynesville Purchase and Sale Agreement, by and among Chesapeake Louisiana, L.P., Empress, L.L.C., Empress Louisiana Properties, L.P. and EXCO Operating Company, LP, dated July 2, 2013, filed as an Exhibit to EXCO’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2013 filed on October 30, 2013 and incorporated by reference herein.

2.2
Eagle Ford Purchase and Sale Agreement, by and between Chesapeake Exploration, L.L.C. and EXCO Operating Company, LP, dated July 2, 2013, filed as an Exhibit to EXCO’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2013 filed on October 30, 2013 and incorporated by reference herein.

2.3
Contribution Agreement, by and among BG US Gathering Company, LLC, EXCO Operating Company, LP and Azure Midstream Holdings LLC, dated as of October 16, 2013, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated October 16, 2013 and filed on October 22, 2013 and incorporated by reference herein.

2.4
Purchase Agreement, dated October 6, 2014, by and among EXCO Resources, Inc., a Texas corporation, EXCO Operating Company, LP, a Delaware limited partnership, EXCO Holding MLP, Inc., a Texas corporation, HGI Energy Holdings, LLC, a Delaware limited liability company, Compass Production Services, LLC, a Delaware limited liability company, and Compass Energy Operating, LLC, a Delaware limited liability company, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated October 6, 2014 and filed on October 10, 2014 and incorporated by reference herein.

3.1
Amended and Restated Certificate of Formation of EXCO Resources, Inc., as amended through November 16, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated November 16, 2015 and filed on November 17, 2015 and incorporated by reference herein.

3.2
Third Amended and Restated Bylaws of EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated September 8, 2015 and filed on September 9, 2015 and incorporated by reference herein.

4.1
Indenture, dated September 15, 2010, by and between EXCO Resources, Inc. and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated September 10, 2010 and filed on September 15, 2010 and incorporated by reference herein.

4.2
First Supplemental Indenture, dated September 15, 2010, by and among EXCO Resources, Inc., certain of its subsidiaries and Wilmington Trust Company, as trustee, including the form of 7.500% Senior Notes due 2018, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated September 10, 2010 and filed on September 15, 2010 and incorporated by reference herein.

4.3
Second Supplemental Indenture, dated as of February 12, 2013, by and among EXCO Resources, Inc., EXCO/HGI JV Assets, LLC, EXCO Holding MLP, Inc. and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated February 12, 2013 and filed on February 19, 2013 and incorporated by reference herein.

4.4
Third Supplemental Indenture, dated April 16, 2014, by and among EXCO Resources, Inc., certain of its subsidiaries and Wilmington Trust Company, as trustee, including the form of 8.500% Senior Notes due 2022, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 11, 2014 and filed on April 16, 2014 and incorporated by reference herein.

4.5
Fourth Supplemental Indenture, dated May 12, 2014, by and among EXCO Resources, Inc., EXCO Land Company, LLC and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2014 and filed on July 30, 2014 and incorporated by reference herein.

4.6
Fifth Supplemental Indenture, dated November 24, 2015, by and among EXCO Resources, Inc., certain of its subsidiaries, and Wilmington Trust Company, as trustee, filed as an Exhibit to EXCO's Quarterly Report on Form 8-K, dated November 24, 2015 and filed on November 25, 2015 and incorporated by reference herein.

51



4.7
Specimen Stock Certificate for EXCO’s common stock, filed as an Exhibit to EXCO’s Registration Statement on Form S-3, filed on December 17, 2013 and incorporated by reference herein.

4.8
First Amended and Restated Registration Rights Agreement dated as of December 30, 2005, by and among EXCO Holdings Inc. and the Initial Holders (as defined therein), filed as an Exhibit to EXCO’s Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-129935), filed on January 6, 2006 and incorporated by reference herein.

4.9
Registration Rights Agreement, dated March 28, 2007, by and among EXCO Resources, Inc. and the other parties thereto with respect to the 7.0% Cumulative Convertible Perpetual Preferred Stock and the Hybrid Preferred Stock, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.

4.10
Registration Rights Agreement, dated March 28, 2007, by and among EXCO Resources, Inc. and the other parties thereto with respect to the Hybrid Preferred Stock, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.

4.11
Joinder Agreement to Registration Rights Agreement, dated January 17, 2014, by and among EXCO Resources, Inc. and WLR IV Exco AIV One, L.P., WLR IV Exco AIV Two, L.P., WLR IV Exco AIV Three, L.P., WLR IV Exco AIV Four, L.P., WLR IV Exco AIV Five, L.P., WLR IV Exco AIV Six, L.P., WLR Select Co-Investment XCO AIV, L.P., WLR/GS Master Co-Investment XCO AIV, L.P. and WLR IV Parallel ESC, L.P, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated January 17, 2014 and filed on January 21, 2014 and incorporated by reference herein.

4.12
Joinder Agreement to Registration Rights Agreement, dated January 17, 2014, by and among EXCO Resources, Inc. and Advent Syndicate 780, Clearwater Insurance Company, Northbridge General Insurance Company, Odyssey Reinsurance Company, Clearwater Select Insurance Company, Riverstone Insurance Limited, Zenith Insurance Company and Fairfax Master Trust Fund, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated January 17, 2014 and filed on January 21, 2014 and incorporated by reference herein.

10.1
Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*

10.2
Form of Incentive Stock Option Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*

10.3
Form of Nonqualified Stock Option Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*

10.4
Form of Restricted Stock Award Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated August 4, 2011 and filed on August 10, 2011 and incorporated by reference herein.*

10.5
Form of Restricted Stock Award Agreement for Named Executive Officers for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2015 filed on July 27, 2015 and incorporated by reference herein.*

10.6
Form of Performance-Based Restricted Stock Unit Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated June 30, 2014 and filed on July 3, 2014 and incorporated by reference herein.*


52

10.7
Form of Performance-Based Share Unit Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated July 1, 2015 and filed on July 8, 2015 and incorporated by reference herein.*

10.8
Form of Performance-Based Share Unit Agreement for Named Executive Officers for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated July 1, 2015 and filed on July 8, 2015 and incorporated by reference herein.*

10.9
Form of Performance-Based Share Unit Agreement for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated July 1, 2016 and filed on July 6, 2016 and incorporated by reference herein.*
    
10.10
Form of Performance-Based Share Unit Agreement for Named Executive Officers for the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated July 1, 2016 and filed on July 6, 2016 and incorporated by reference herein.*

10.11
Fourth Amended and Restated EXCO Resources, Inc. Severance Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated March 16, 2011 and filed on March 22, 2011 and incorporated by reference herein.*

10.12
Amended and Restated 2007 Director Plan of EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated November 14, 2007 and filed on November 16, 2007 and incorporated by reference herein.*

10.13
Amendment Number One to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., filed as an Exhibit to EXCO’s Annual Report on Form 10-K (File No. 001-32743) for 2009 filed on February 24, 2010 and incorporated by reference herein.*

10.14
Amendment Number Two to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., effective as of May 22, 2014, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 22, 2014 and filed on May 29, 2014 and incorporated by reference herein.*

10.15
Amendment Number Three to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., effective as of December 4, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated December 4, 2015 and filed on December 10, 2015 and incorporated by reference herein.*

10.16
Letter Agreement, dated March 28, 2007, with OCM Principal Opportunities Fund IV, L.P. and OCM EXCO Holdings, LLC, filed as an Exhibit to EXCO’s Form 8-K (File No. 001-32743), dated March 28, 2007 and filed on April 2, 2007 and incorporated by reference herein.

10.17
Amendment Number One to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, filed as an exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 4, 2009 and filed on June 10, 2009 and incorporated by reference herein.*

10.18
Amendment Number Two to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of October 6, 2011, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated October 6, 2011 and filed on October 7, 2011 and incorporated by reference herein.*

10.19
Amendment Number Three to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of June 11, 2013, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated June 11, 2013 and filed on June 12, 2013 and incorporated by reference herein.*

10.20
Form of Restricted Stock Award Agreement, filed as an Exhibit to EXCO's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2013 filed on August 7, 2013 and incorporated by reference herein.*

10.21
Joint Development Agreement, dated August 14, 2009, by and among BG US Production Company, LLC, EXCO Operating Company, LP and EXCO Production Company, LP, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated August 11, 2009 and filed on August 17, 2009 and incorporated by reference herein.

53


10.22
Amendment to Joint Development Agreement, dated February 1, 2011, by and among BG US Production Company, LLC and EXCO Operating Company, LP, filed as an Exhibit to EXCO’s Annual Report on Form 10-K (File No. 001-32743) for 2010 filed February 24, 2011 and incorporated by reference herein.

10.23
Amendment to Joint Development Agreement, dated October 14, 2014, by and among BG US Production Company, LLC and EXCO Operating Company, LP, filed as an Exhibit to EXCO’s Annual Report on Form 10-K for 2014 filed on February 25, 2015 and incorporated by reference herein.

10.24
Joint Development Agreement, dated as of June 1, 2010, by and among EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC, BG Production Company, (PA), LLC, BG Production Company, (WV), LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.25
Amendment to Joint Development Agreement, dated February 4, 2011, by and among EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC, BG Production Company, (PA), LLC, BG Production Company, (WV), LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO’s Annual Report on Form 10-K (File No. 001-32743) for 2010 filed February 24, 2011 and incorporated by reference herein.

10.26
Amendment to Joint Development Agreement, dated October 14, 2014, by and among EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC, BG Production Company, (PA), LLC, BG Production Company, (WV), LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO’s Annual Report on Form 10-K for 2014 filed on February 25, 2015 and incorporated by reference herein.

10.27
Second Amended and Restated Limited Liability Company Agreement of EXCO Resources (PA), LLC, dated June 1, 2010, by and among EXCO Holding (PA), Inc., BG US Production Company, LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.28
Amendment to Second Amended and Restated Limited Liability Company Agreement of EXCO Resources (PA), LLC, dated October 14, 2014, by and among EXCO Holding (PA), Inc., BG US Production Company, LLC and EXCO Resources (PA), LLC, filed as an Exhibit to EXCO’s Annual Report on Form 10-K for 2014 filed on February 25, 2015 and incorporated by reference herein.

10.29
Second Amended and Restated Limited Liability Company Agreement of Appalachia Midstream, LLC, dated June 1, 2010, by and among EXCO Holding (PA), Inc., BG US Production Company, LLC and Appalachia Midstream, LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.30
Amendment to Second Amended and Restated Limited Liability Company Agreement of Appalachia Midstream, LLC (n/k/a EXCO Appalachia Midstream, LLC), dated October 14, 2014, by and among EXCO Holding (PA), Inc., BG US Production Company, LLC and EXCO Appalachia Midstream, LLC, filed as an Exhibit to EXCO’s Annual Report on Form 10-K for 2014 filed on February 25, 2015 and incorporated by reference herein.

10.31
Letter Agreement, dated June 1, 2010 and effective as of May 9, 2010, by and between EXCO Holding (PA), Inc. and BG US Production Company, LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.32
Guaranty, dated May 9, 2010, by BG Energy Holdings Limited in favor of EXCO Holding (PA), Inc., EXCO Production Company (PA), LLC and EXCO Production Company (WV), LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.33
Performance Guaranty, dated May 9, 2010, by EXCO Resources, Inc. in favor of BG US Production Company, LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.34
Guaranty, dated June 1, 2010, by BG North America, LLC in favor of (i) EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC and EXCO Resources (PA), LLC; and (ii) EXCO Resources (PA), LLC

54

and EXCO Holding (PA), Inc, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.35
Guaranty, dated June 1, 2010, by EXCO Resources, Inc., in favor of: (i) BG Production Company (PA), LLC, BG Production Company (WV), LLC and EXCO Resources (PA), LLC; and (ii) EXCO Resources (PA), LLC and BG US Production Company, LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated June 1, 2010 and filed on June 7, 2010 and incorporated by reference herein.

10.36
Transition Consulting Agreement, dated February 28, 2013, by and between EXCO Resources, Inc. and Stephen F. Smith, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated February 28, 2013 and filed on March 6, 2013 and incorporated by reference herein.*

10.37
Amended and Restated Credit Agreement, dated as of July 31, 2013, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Form 8-K, dated as of August 19, 2013 and filed on August 23, 2013 and incorporated by reference herein.

10.38
First Amendment to Amended and Restated Credit Agreement, dated as of August 28, 2013, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated as of August 28, 2013 and filed on September 4, 2013 and incorporated by reference herein.

10.39
Second Amendment to Amended and Restated Credit Agreement, dated as of July 14, 2014, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated as of July 14, 2014 and filed on July 18, 2014 and incorporated by reference herein.

10.40
Third Amendment to Amended and Restated Credit Agreement, dated as of October 21, 2014, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated October 21, 2014 and filed on October 27, 2014 and incorporated by reference herein.

10.41
Fourth Amendment to Amended and Restated Credit Agreement, dated as of February 6, 2015, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated as of February 6, 2015 and filed on February 12, 2015 and incorporated by reference herein.

10.42
Fifth Amendment to Amended and Restated Credit Agreement, dated July 27, 2015, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated as of July 27, 2015 and filed July 28, 2015 and incorporated by reference herein.

10.43
Sixth Amendment to Amended and Restated Credit Agreement, dated as of October 19, 2015, among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.

10.44
Term Loan Credit Agreement, dated as of October 19, 2015, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, Hamblin Watsa Investment Counsel Ltd., as Administrative Agent, and Wilmington Trust, National Association, as Collateral Trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.

10.45
Term Loan Credit Agreement, dated as of October 19, 2015, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the lenders party thereto, and Wilmington Trust, National Association, as Administrative Agent and Collateral Trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.


55

10.46
Form of Joinder Agreement to Term Loan Credit Agreement, filed as an Exhibit to EXCO's Current Report on Form 8-K, dated as of November 4, 2015 and incorporated by reference herein.

10.47
Intercreditor Agreement, dated as of October 26, 2015, by and among EXCO Resources, Inc., JPMorgan Chase Bank, N.A., as Priority Lien Agent, and Wilmington Trust, National Association, as Second Lien Collateral Agent, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.

10.48
Intercreditor Joinder, dated as of October 26, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.

10.49
Collateral Trust Agreement, dated as of October 26, 2015, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Hamblin Watsa Investment Counsel Ltd., as Administrative Agent of the second lien credit agreement, the other parity lien debt representatives from time to time party thereto, and Wilmington Trust, National Association, as Collateral Trustee, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.

10.50
Collateral Trust Joinder, dated as of October 26, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated as of October 26, 2015 and filed on October 27, 2015 and incorporated by reference herein.

10.51
Form of Purchase Agreement, filed as an Exhibit to EXCO’s Form 8-K, dated as of October 30, 2015 and filed on November 2, 2015 and incorporated by reference herein.

10.52
Form of Follow-on Purchase Agreement, filed as an Exhibit to EXCO’s Form 8-K, dated as of October 19, 2015 and filed on October 22, 2015 and incorporated by reference herein.

10.53
Amended and Restated Participation Agreement, dated July 25, 2016, by and among Admiral A Holding L.P., TE Admiral A Holding L.P., Colt Admiral A Holding L.P. and EXCO Operating Company, LP., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated July 25, 2016 and filed on July 27, 2016 and incorporated by reference herein.

10.54
Form of Director Indemnification Agreement, filed as an Exhibit to EXCO’s Current Report on Form 8-K (File No. 001-32743), dated November 10, 2010 and filed on November 12, 2010 and incorporated by reference herein.

10.55
MVC Letter Agreement, dated November 15, 2013, among BG US Production Company, LLC, BG US Gathering Company, LLC, EXCO Operating Company, LP, Azure Midstream Energy LLC (formerly known as TGGT Holdings, LLC) and TGG Pipeline, Ltd, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated November 15, 2013 and filed on November 21, 2013 and incorporated by reference herein.

10.56
Letter Agreement, dated March 28, 2014, by and among EXCO Resources, Inc. and Ares Corporate Opportunities Fund, L.P., ACOF EXCO L.P, ACOF EXCO 892 Investors, L.P., Ares Corporate Opportunities Fund II, L.P., Ares EXCO, L.P. and Ares EXCO 892 Investors, L.P., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 27, 2014 and filed on April 1, 2014 and incorporated by reference herein.

10.57
EXCO Resources, Inc. 2014 Management Incentive Plan, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2014 and filed on April 25, 2014 and incorporated by reference herein.*

10.58
Amendment Number One to the EXCO Resources, Inc. Management Incentive Plan, effective as of September 1, 2014, filed as an Exhibit to Amendment No. 1 to EXCO's Current Report on Form 8-K/A, dated August 6, 2014 and filed on September 5, 2014 and incorporated by reference herein.*

10.59
EXCO Resources, Inc. 2015 Management Incentive Plan, dated March 4, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 4, 2015 and filed on March 10, 2015 and incorporated by reference herein.*

10.60
EXCO Resources, Inc. 2016 Management Incentive Plan, dated April 20, 2016, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 20, 2016 and filed on April 26, 2016 and incorporated by reference herein.*


56

10.61
Retention Agreement, dated May 14, 2015, by and between Harold H. Jameson and EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 14, 2015 and filed on May 20, 2015 and incorporated by reference herein.*

10.62
Amended and Restated Retention Agreement, dated May 14, 2015, by and between Richard A. Burnett and EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 14, 2015 and filed on May 20, 2015 and incorporated by reference herein.*

10.63
Amended and Restated Retention Agreement, dated May 14, 2015, by and between Harold L. Hickey and EXCO Resources, Inc., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 14, 2015 and filed on May 20, 2015 and incorporated by reference herein.*

10.64
Services and Investment Agreement, dated as of March 31, 2015, by and among EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to Amendment No. 1 to EXCO’s Current Report on Form 8-K/A, dated March 31, 2015 and filed on May 26, 2015 and incorporated by reference herein.

10.65
Acknowledgement of Amendment to Services and Investment Agreement, dated as of May 26, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated May 26, 2015 and filed on June 1, 2015 and incorporated by reference herein.

10.66
Amendment No. 2 to Services and Investment Agreement, dated as of September 8, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated September 8, 2015 and filed on September 9, 2015 and incorporated by reference herein.

10.67
Nomination Letter Agreement, dates as of September 8, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated September 8, 2015 and filed on September 9, 2015 and incorporated by reference herein.

10.68
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.

10.69
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.

10.70
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.

10.71
Warrant, dated as of March 31, 2015, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated March 31, 2015 and filed on April 2, 2015 and incorporated by reference herein.

10.72
Registration Rights Agreement, dated as of April 21, 2015, by and between EXCO Resources, Inc. and Energy Strategic Advisory Services LLC, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.

10.73
Registration Rights Waiver, dated as of April 10, 2015, by and among EXCO Resources, Inc. and Jeffrey D. Benjamin, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.

10.74
Registration Rights Waiver, dated as of April 10, 2015, by and among EXCO Resources, Inc. and Robert L. Stillwell, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.

10.75
Registration Rights Waiver, dated as of April 10, 2015, by and among EXCO Resources, Inc. and Harold L. Hickey, filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.

10.76
Registration Rights Waiver, dated as of April 13, 2015, by and among EXCO Resources, Inc. and Advent Capital (No. 3) Limited, Clearwater Insurance Company, Clearwater Select Insurance Company, Fairfax Financial Holdings Master Trust Fund, Northbridge General Insurance Company, Odyssey Reinsurance Company, RiverStone

57

Insurance Limited, Zenith Insurance Company and Hamblin Watsa Investment Counsel, Ltd., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.

10.77
Registration Rights Waiver, dated as of April 13, 2015, by and among EXCO Resources, Inc. and OCM EXCO Holdings, LLC, OCM Principal Opportunities Fund IV Delaware, L.P., OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P. and Oaktree Value Opportunities Fund Holdings, L.P., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.

10.78
Registration Rights Waiver, dated as of April 21, 2015, by and among EXCO Resources, Inc. and WLR IV Exco AIV One, L.P., WLR IV Exco AIV Two, L.P., WLR IV Exco AIV Three, L.P., WLR IV Exco AIV Four, L.P., WLR IV Exco AIV Five, L.P., WLR IV Exco AIV Six, L.P., WLR Select Co-Investment XCO AIV, L.P., WLR/GS Master Co-Investment XCO AIV, L.P. and WLR IV Parallel ESC, L.P., filed as an Exhibit to EXCO’s Current Report on Form 8-K, dated April 21, 2015 and filed on April 27, 2015 and incorporated by reference herein.

31.1 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer of EXCO Resources, Inc., filed herewith.

31.2 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer of EXCO Resources, Inc., filed herewith.

32.1 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer and Principal Financial Officer of EXCO Resources, Inc., filed herewith.

101.INS
XBRL Instance Document.

101.SCH
XBRL Taxonomy Extension Schema Document.

101.CAL
XBRL Taxonomy Calculation Linkbase Document.

101.DEF
XBRL Taxonomy Definition Linkbase Document.

101.LAB
XBRL Taxonomy Label Linkbase Document.

101.PRE
XBRL Taxonomy Presentation Linkbase Document.

*
These exhibits are management contracts.







58

Stock widget

Investing forum

EXCO RESOURCES INC Reports