XCO » Topics » Financial Statements

These excerpts taken from the XCO 10-Q filed Aug 6, 2008.
Financial Statements.  No person that shall have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years may be a member of the Committee.

 

2.4.         

financial statements

 

Set forth below are condensed consolidating financial statements of EXCO, the guarantor subsidiaries and the non-guarantor subsidiaries. The Senior Notes are jointly and severally guaranteed by some of our subsidiaries (referred to as

 

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Table of Contents

 

Guarantor Subsidiaries). Each of the Guarantor Subsidiaries are wholly-owned subsidiaries of EXCO Resources, or Resources, and the guarantees are unconditional as it relates to the assets of the Guarantor Subsidiaries.  In 2007, certain subsidiaries, previously Guarantor Subsidiaries, were merged into and with Resources.

 

In connection with the 2007 mergers discussed above, the condensed consolidating balance sheet as of December 31, 2007 and the condensed consolidating statements of operations for the three and six months ended June 30, 2007 and condensed consolidating statements of cash flows for the six months ended June 30, 2007 have been restated to reflect the Guarantor Subsidiaries as if they had been part of Resources for all periods presented.  In addition, we have adjusted the 2007 consolidating financial information to reflect our designation of a midstream business segment in the second quarter of 2008 and certain prior year amounts have been reclassified to conform to the current year presentation.  All of the entities comprising our midstream segment are subsidiaries of EXCO Operating, which is a non-guarantor subsidiary.  The columns designated as “Non-guarantor subsidiaries” in the accompanying condensed consolidating financial statements represent EXCO Operating and its subsidiaries.  There are no other non-guarantor subsidiaries.

 

The following financial information presents consolidating financial statements, which include:

 

·                  Resources;

 

·                  the guarantor subsidiaries on a combined basis;

 

·                  the non-guarantor subsidiaries;

 

·                  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. The financial information for the guarantor and non-guarantor subsidiaries are presented on a combined basis. The elimination entries primarily eliminate investments in subsidiaries and intercompany balances and transactions.

 

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EXCO RESOURCES, INC.

 

This excerpt taken from the XCO 8-K filed Oct 4, 2006.
1.5          Financial Statements.  Paragraphs (a) and (b) of Section 6.01 of the Credit Agreement shall be and they hereby are amended and restated in their entirety to read as follows:

(a)          within 90 days after the end of each fiscal year of the Borrower, the audited consolidated (and unaudited consolidating) balance sheet  and related consolidated (and with respect to statements of operations, consolidating) statements of operations, stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by a firm of independent public accountants reasonably acceptable to Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated and consolidating financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied;

(b)          within 45 days after the end of each fiscal quarter of the Borrower, the consolidated (and consolidating) balance sheet and related consolidated (and with respect to statements of operations, consolidating) statements of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous

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fiscal year, all certified by a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

This excerpt taken from the XCO 8-K filed Jul 25, 2006.

4.7           Financial Statements.

 

(A)          Company Schedule 4.7(A) sets forth accurate and complete copies of:  (1) the unaudited consolidated balance sheets of the Company and the Subsidiaries as of December 31, 2005, 2004 and 2003, together with the unaudited consolidated statements of income for each of the years then ended and (2) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of June 30, 2006 (the “Balance Sheet”), together with the unaudited consolidated statements of income for the six-month period then ended (collectively, the “Financial Statements”).

 

(B)           The Financial Statements for 2005 and 2006 fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of their respective dates and the consolidated results of operations of the Company and the Subsidiaries for the periods indicated therein, and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except:  for (i) the absence of notes thereto as

 

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required by GAAP:  (ii) as noted on Company Schedule 4.7(B) and, (iii) as to the June 30, 2006 interim statements, to immaterial year-end adjustments). The Financial Statements have been prepared from, and are consistent with, the books and records of the Company and the Subsidiaries. The books and records of the Company and the Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

 

(C)           Since the Valuation Date, there have been no distributions by the Company or any of the Subsidiaries to PFC or any Related Affiliate of cash or Equity Interests except as set forth on the June 30, 2006 Financial Statements or Company Schedule 4.7(C). There is no Indebtedness of the Company and the Subsidiaries other than (1) the Intracompany Obligations and (2) the Retained Legacy Hedges, the Non-Retained Legacy Hedges, and the Winchester Hedges.

 

4.8           Undisclosed Liabilities. There is no liability or obligation of any kind, whether accrued, absolute, secured, unsecured, fixed, contingent, or otherwise, of the Company and/or the Subsidiaries other than (A) liabilities adequately reflected or reserved against in the Balance Sheet, (B) liabilities incurred in the Ordinary Course of Business since June 30, 2006, (C)liabilities disclosed in Company Schedule 4.8, and (D) liabilities that would not be required to be presented in financial statements or the notes thereto prepared in conformity with GAAP applied in a manner consistent with past practice, in the preparation of the Financial Statements that in the aggregate are not material to the financial condition or operating results of the Company and the Subsidiaries taken as a whole.

 

4.9           Absence of Certain Changes or Events. Except as otherwise set forth in Company Schedule 4.8 or Company Schedule 4.9, since June 30, 2006, (A) the Company and each Subsidiary has conducted their respective businesses in all material respects in the Ordinary Course of Business, except as modified to be able to represent compliance with the performance of the covenants set forth in Sections 6.1,  6.2, and 6.3, and (B) there has not been any event, occurrence, circumstance or fact that has had or would be reasonably likely to result in or constitute, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Company Schedule 4.9, since June 30, 2006, neither the Company nor any Subsidiary has acted or failed to act in a manner that would have been prohibited by Sections 6.2(F) through 6.2(N) if the terms of such Sections had been in effect as of and after such date.

 

This excerpt taken from the XCO 8-K filed Feb 21, 2006.
Financial Statements.  The financial statements and the related notes thereto of EXCO Holdings II, Inc., Holdings, the Company, ONEOK Energy Resources Company, TXOK, North Coast Energy, Inc. and their respective consolidated subsidiaries included in the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as applicable (except to the extent waivers therefrom were granted by the Commission), and present fairly the financial position EXCO Holdings II, Inc., Holdings, the Company, ONEOK Energy Resources Company, TXOK, North Coast Energy, Inc. and their respective subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby except as otherwise noted in such financial statements; the other financial information included in the Registration Statement, the Time of Sale Information and the Prospectus have been derived from the accounting records of EXCO Holdings II, Inc., Holdings, the Company, ONEOK Energy Resources Company, TXOK, North Coast Energy, Inc. and their respective subsidiaries and presents fairly the information shown thereby; and the pro forma financial information and the related notes thereto included in the Registration Statement, the Time of Sale Information and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Time of Sale Information and the Prospectus.

 

(f)           

This excerpt taken from the XCO 10-Q filed Nov 23, 2005.
Financial Statements

 

Set forth below are condensed consolidating financial statements of EXCO, the guarantor subsidiaries and the non-guarantor subsidiary.  The senior notes are jointly and severally and unconditionally guaranteed by our current and some of our future subsidiaries in the United States (referred to as Guarantor Subsidiaries).  All of our subsidiaries are wholly-owned.  Addison was not a guarantor of the senior unsecured notes.  Instead, the notes were collateralized, subject to specified permitted liens and except as described below, by a second-priority security interest in 65% of the capital stock of Addison.  This share pledge was limited such that, at any time, the aggregate par value, book value as carried by us or market value (whichever was greatest) of such pledged capital stock was not equal to or greater than 20% of the then outstanding aggregate principal amount of the senior notes.  The senior notes were also collateralized by a second-priority security interest in 100% of the capital stock of Taurus, which was the payee on two intercompany promissory notes made by Addison.  These notes were sold to the purchaser in the Addison sale transaction.  As required by the indenture governing the senior notes, a second-priority security interest was established through a pledge of two-thirds of the net cash proceeds from the sale of the Addison stock.  The remaining net cash proceeds, which are not required to be pledged under the indenture, are subject to the indenture’s reinvestment provisions.

 

The following financial information presents consolidating financial statements, which include:

 

                  EXCO Resources;

 

                  the guarantor subsidiaries on a combined basis;

 

                  the non-guarantor subsidiary;

 

                  elimination entries necessary to consolidate EXCO Resources, the guarantor subsidiaries and the non-guarantor subsidiary; and

 

                  EXCO on a consolidated basis.

 

EXCO Investment I, LLC and EXCO Investment II, LLC are guarantors of the senior notes.  These companies have no material operations and, accordingly, these companies have been omitted from the guarantor financial information.  Investments in subsidiaries are accounted for using the equity method of accounting.  The financial information for the guarantor subsidiaries is presented on a combined basis.  The elimination entries primarily eliminate investment in subsidiaries and intercompany balances and transactions.  As of January 27, 2004, North Coast Energy, Inc. and North Coast Energy Eastern, Inc. became guarantors of our senior notes.  As of December 21, 2004, Pinestone Resources, LLC became a guarantor of our senior notes.

 

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EXCO RESOURCES, INC.

 

This excerpt taken from the XCO 10-Q filed Aug 15, 2005.
Financial Statements

 

Set forth below are condensed consolidating financial statements of EXCO, the guarantor subsidiaries and the non-guarantor subsidiary.  The senior notes are jointly and severally and unconditionally guaranteed by our current and some of our future subsidiaries in the United States (referred to as Guarantor Subsidiaries).  All of our subsidiaries are wholly-owned.  Addison was not a guarantor of the senior unsecured notes.  Instead, the notes were collateralized, subject to specified permitted liens and except as described below, by a second-priority security interest in 65% of the capital stock of Addison.  This share pledge was limited such that, at any time, the aggregate par value, book value as carried by us or market value (whichever was greatest) of such pledged capital stock was not equal to or greater than 20% of the then outstanding aggregate principal amount of the senior notes.  The senior notes were also collateralized by a second-priority security interest in 100% of the capital stock of Taurus, which was the payee on two intercompany promissory notes made by Addison.  These notes were sold to the purchaser in the Addison sale transaction.  As required by the indenture governing the senior notes, a second-priority security interest was established through a pledge of two-thirds of the net cash proceeds from the sale of the Addison stock.  The remaining net cash proceeds, which are not required to be pledged under the indenture, are subject to the indenture’s reinvestment provisions.

 

The following financial information presents consolidating financial statements, which include:

 

                  EXCO Resources;

 

                  the guarantor subsidiaries on a combined basis;

 

                  the non-guarantor subsidiary;

 

                  elimination entries necessary to consolidate EXCO Resources, the guarantor subsidiaries and the non-guarantor subsidiary; and

 

                  EXCO on a consolidated basis.

 

EXCO Investment I, LLC and EXCO Investment II, LLC are guarantors of the senior notes.  These companies have no material operations and, accordingly, these companies have been omitted from the guarantor financial information.  Investments in subsidiaries are accounted for using the equity method of accounting.  The financial information for the guarantor subsidiaries is presented on a combined basis.  The elimination entries primarily eliminate investment in subsidiaries and intercompany balances and transactions.  As of January 27, 2004, North Coast Energy, Inc. and North Coast Energy Eastern, Inc. became guarantors of our senior notes.  As of December 21, 2004, Pinestone Resources, LLC became a guarantor of our senior notes.

 

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EXCO RESOURCES, INC.

 

This excerpt taken from the XCO 10-Q filed May 20, 2005.
Financial Statements

 

Set forth below are condensed consolidating financial statements of EXCO, the guarantor subsidiaries and the non-guarantor subsidiary.  The senior notes are jointly and severally and unconditionally guaranteed by our current and some of our future subsidiaries in the United States (referred to as Guarantor Subsidiaries).  All of our subsidiaries are wholly-owned.  Addison was not a guarantor of the senior unsecured notes.  Instead, the notes were secured, subject to specified permitted liens and except as described below, by a second-priority security interest in 65% of the capital stock of Addison.  This share pledge was limited such that, at any time, the aggregate par value, book value as carried by us or market value (whichever was greatest) of such pledged capital stock was not equal to or greater than 20% of the then outstanding aggregate principal amount of the senior notes.  The senior notes were also secured by a second-priority security interest in 100% of the capital stock of ROJO Pipeline, Inc., (formerly Taurus Acquisition, Inc.), which was the payee on two intercompany promissory notes made by Addison.  These notes were sold to the purchaser in the Addison sale transaction.  As required by the indenture governing the senior notes, a second-priority security interest was established through a pledge of two-thirds of the net cash proceeds from the sale of the Addison stock.  The remaining net cash proceeds not pledged under the indenture are restricted as to their use in accordance with the indenture.

 

The following financial information presents consolidating financial statements, which include:

 

                    EXCO Resources;

 

                    the guarantor subsidiaries on a combined basis;

 

                    the non-guarantor subsidiary;

 

                    elimination entries necessary to consolidate EXCO Resources, the guarantor subsidiaries and the non-guarantor subsidiary; and

 

                    EXCO on a consolidated basis.

 

EXCO Investment I, LLC and EXCO Investment II, LLC are guarantors of the senior notes.  These companies have no material operations and, accordingly, these companies have been omitted from the guarantor financial information.  Investments in subsidiaries are accounted for using the equity method of accounting.  The financial information for the guarantor and non-guarantor subsidiaries is presented on a combined basis.  The elimination entries primarily eliminate investment in subsidiaries and intercompany balances and transactions.  As of January 27, 2004, North Coast Energy, Inc. and North Coast Energy Eastern, Inc. became guarantors of our senior notes. As of December 21, 2004, Pinestone Resources, LLC became a guarantor of our senior notes.

 

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EXCO RESOURCES, INC.

 

Unaudited Financial Statements” means, collectively:

 

(i)                                     the unaudited consolidated financial statements (including the statement of operations, balance sheet and cash flow statement) of the Company as of December 31, 2002 (and for the year then ended) and as of December 31, 2003 (and for the 209 day period from January 1, 2003 to July 28, 2003 and the 156 day period from July 29, 2003 to December 31, 2003); and

 

(ii)                                  the unaudited financial statements (including the statement of operations, balance sheet and cash flow statement) of the Company as of September 30, 2004 (and for the 9 months then ended);

 

as set forth in Schedule 1.1(ccccc).

 

(ddddd)    

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