Debtors Condensed Combined Financial Statements | 3 Months Ended |
Mar. 31, 2015 |
Debtors Condensed Combined Financial Statements | Note 16 – Guarantor Subsidiaries |
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Certain of our wholly-owned domestic subsidiaries have, jointly and severally, fully and unconditionally guaranteed the 2018 Notes. Pursuant to Securities and Exchange Commission (“SEC”) regulations, we have presented in columnar format the condensed consolidating financial information for Endeavour International Corporation, the guarantor subsidiaries on a combined basis, and all non-guarantor subsidiaries on a combined basis. |
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The subsidiary guarantees are unsecured obligations of each subsidiary guarantor and rank equally in right of payment with all senior indebtedness of that subsidiary guarantor and senior in right of payment to all subordinated indebtedness of that subsidiary guarantor. The subsidiary guarantees are effectively subordinated to any secured indebtedness of the subsidiary guarantor with respect to the assets securing the indebtedness. In addition, the subsidiary guarantees may be released in certain customary circumstances, including (i) the sale of all or substantially all of the properties or assets or a guarantor, (ii) the sale of the capital stock of a guarantor, (iii) the designation of a guarantor as an “Unrestricted Subsidiary,” (iv) upon legal defeasance of the 2018 Notes or satisfaction and discharge of the indentures governing the 2018 Notes, (v) upon the liquidation or dissolution of the guarantor or (vi) if the guarantor ceases to guarantee other of our indebtedness and ceases to be a material subsidiary, each of which is subject to important limitations in the indentures governing the 2018 Notes. |
During 2014, we executed an intercompany loan agreement, effective May 2012, between Endeavour International Corporation and one of its wholly-owned subsidiaries that is a guarantor of the 2018 Notes. As the intercompany loan is effective for prior periods, the revisions for this loan and related interest to the applicable prior periods are reflected in the financial information herein. The intercompany loan has no effect on our condensed consolidated results of operations or financial statements of position. |
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Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables: |
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As of March 31, 2015 |
| Endeavour International Corporation | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Cash and cash equivalents | $ | - | | $ | 17,515 | | $ | 48,983 | | $ | - | | $ | 66,498 |
Accounts receivable | | - | | | 2,187 | | | 32,083 | | | - | | | 34,270 |
Current receivables due from affiliates | | 494,133 | | | 68,055 | | | 100,272 | | | -662,460 | | | - |
Prepaid expenses and other | | - | | | 5,881 | | | 30,940 | | | - | | | 36,821 |
Current Assets | | 494,133 | | | 93,638 | | | 212,278 | | | -662,460 | | | 137,589 |
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Property, plant and equipment, net | | - | | | 30,077 | | | 313,658 | | | - | | | 343,735 |
Restricted cash, long-term portion | | - | | | - | | | 95,356 | | | - | | | 95,356 |
Long-term receivables due from affiliates | | 554,000 | | | 500,000 | | | - | | | -1,054,000 | | | - |
Investments in subsidiaries | | 57,662 | | | 219,058 | | | - | | | -276,720 | | | - |
Other assets | | - | | | 11 | | | 62 | | | - | | | 73 |
Total Assets | $ | 1,105,795 | | $ | 842,784 | | $ | 621,354 | | $ | -1,993,180 | | $ | 576,753 |
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Accounts payable | $ | - | | $ | 2,833 | | $ | 29,864 | | $ | - | | $ | 32,697 |
Current maturities of debt | | - | | | - | | | 433,141 | | | - | | | 433,141 |
Deferred revenue | | - | | | - | | | 594 | | | - | | | 594 |
Current liabilities due to affiliates | | 648 | | | 594,376 | | | 67,436 | | | -662,460 | | | - |
Asset retirement obligations, current portion | | - | | | 41 | | | 29,794 | | | - | | | 29,835 |
Accrued expenses and other | | 621 | | | 3,946 | | | 765 | | | - | | | 5,332 |
Current Liabilities | | 1,269 | | | 601,196 | | | 561,594 | | | -662,460 | | | 501,599 |
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Long-term liabilities due to affiliates | | - | | | 554,000 | | | 500,000 | | | -1,054,000 | | | - |
Deferred taxes | | - | | | - | | | 39,118 | | | - | | | 39,118 |
Other liabilities | | -3 | | | 449 | | | 64,050 | | | - | | | 64,496 |
Total Liabilities Not Subject to Compromise | | 1,266 | | | 1,155,645 | | | 1,164,762 | | | -1,716,460 | | | 605,213 |
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Liabilities Subject to Compromise | | 751,221 | | | 5,933 | | | 83,746 | | | - | | | 840,900 |
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Series C convertible preferred stock | | 17,481 | | | - | | | - | | | - | | | 17,481 |
Stockholders' equity (deficit) | | 335,827 | | | -318,794 | | | -627,154 | | | -276,720 | | | -886,841 |
Total Liabilities and Equity | $ | 1,105,795 | | $ | 842,784 | | $ | 621,354 | | $ | -1,993,180 | | $ | 576,753 |
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As of December 31, 2014 |
| Endeavour International Corporation | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Cash and cash equivalents | $ | - | | $ | 32,055 | | $ | 49,795 | | $ | - | | $ | 81,850 |
Accounts receivable | | - | | | 2,427 | | | 33,080 | | | - | | | 35,507 |
Current receivables due from affiliates | | 477,351 | | | 53,174 | | | 104,085 | | | -634,610 | | | - |
Prepaid expenses and other | | - | | | 7,350 | | | 40,047 | | | - | | | 47,397 |
Current Assets | | 477,351 | | | 95,006 | | | 227,007 | | | -634,610 | | | 164,754 |
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Property, plant and equipment, net | | - | | | 35,529 | | | 433,980 | | | - | | | 469,509 |
Restricted cash, long term portion | | - | | | - | | | 100,241 | | | - | | | 100,241 |
Long-term receivables due from affiliates | | 554,000 | | | 500,000 | | | - | | | -1,054,000 | | | - |
Investments in subsidiaries | | 57,662 | | | 219,058 | | | - | | | -276,720 | | | - |
Other assets | | - | | | 10 | | | 62 | | | - | | | 72 |
Total Assets | $ | 1,089,013 | | $ | 849,603 | | $ | 761,290 | | $ | -1,965,330 | | $ | 734,576 |
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Accounts payable | $ | - | | $ | 2,065 | | $ | 25,299 | | $ | - | | $ | 27,364 |
Current maturities of debt | | - | | | - | | | 432,181 | | | - | | | 432,181 |
Deferred revenue | | - | | | - | | | 14,157 | | | - | | | 14,157 |
Current liabilities due to affiliates | | 648 | | | 581,402 | | | 52,560 | | | -634,610 | | | - |
Asset retirement obligations, current portion | | - | | | 42 | | | 40,505 | | | - | | | 40,547 |
Accrued expenses and other | | 385 | | | 5,663 | | | 9,148 | | | - | | | 15,196 |
Current Liabilities | | 1,033 | | | 589,172 | | | 573,850 | | | -634,610 | | | 529,445 |
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Long-term liabilities due to affiliates | | - | | | 554,000 | | | 500,000 | | | -1,054,000 | | | - |
Deferred taxes | | - | | | - | | | 56,670 | | | - | | | 56,670 |
Other liabilities | | 1 | | | 436 | | | 65,640 | | | | | | 66,077 |
Total Liabilities Not Subject to Compromise | | 1,034 | | | 1,143,608 | | | 1,196,160 | | | -1,688,610 | | | 652,192 |
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Liabilities Subject to Compromise | | 751,219 | | | 6,079 | | | 83,746 | | | - | | | 841,044 |
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Series C convertible preferred stock | | 17,481 | | | - | | | - | | | - | | | 17,481 |
Stockholders' equity (deficit) | | 319,279 | | | -300,084 | | | -518,616 | | | -276,720 | | | -776,141 |
Total Liabilities and Equity | $ | 1,089,013 | | $ | 849,603 | | $ | 761,290 | | $ | -1,965,330 | | $ | 734,576 |
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For the Three Months Ended March 31, 2015 |
| Endeavour International Corporation | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Revenue | $ | - | | $ | 1,083 | | $ | 63,246 | | $ | - | | $ | 64,329 |
Operating expenses | | - | | | 1,289 | | | 22,856 | | | - | | | 24,145 |
DD&A expense | | - | | | 562 | | | 55,999 | | | - | | | 56,561 |
Impairment of oil and gas properties | | - | | | 10,078 | | | 80,009 | | | - | | | 90,087 |
Insurance proceeds | | - | | | - | | | -8,425 | | | - | | | -8,425 |
G&A expenses | | 33 | | | -649 | | | 3,188 | | | - | | | 2,572 |
Loss from Operations | | -33 | | | -10,197 | | | -90,381 | | | - | | | -100,611 |
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Other Income (Expense): | | | | | | | | | | | | | | |
Interest expense | | - | | | -16,620 | | | -29,351 | | | 31,620 | | | -14,351 |
Letter of credit fees | | - | | | - | | | -58 | | | - | | | -58 |
Financing and transaction costs | | - | | | -45 | | | -980 | | | - | | | -1,025 |
Reorganization items | | - | | | -6,866 | | | - | | | - | | | -6,866 |
Unrealized foreign currency gains (losses) | | - | | | - | | | 4 | | | - | | | 4 |
Other income (expense) | | 16,620 | | | 15,018 | | | 87 | | | -31,620 | | | 105 |
Income (loss) before income taxes | | 16,587 | | | -18,710 | | | -120,679 | | | - | | | -122,802 |
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Petroleum Revenue Tax ("PRT") Benefit | | - | | | - | | | -12,141 | | | - | | | -12,141 |
Corporate Tax Benefit | | - | | | - | | | - | | | - | | | - |
Total tax benefit | | - | | | - | | | -12,141 | | | - | | | -12,141 |
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Net income (loss) | | 16,587 | | | -18,710 | | | -108,538 | | | - | | | -110,661 |
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Preferred stock dividends | | - | | | - | | | - | | | - | | | - |
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Net income (loss) to common shareholders | $ | 16,587 | | $ | -18,710 | | $ | -108,538 | | $ | - | | $ | -110,661 |
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For the Three Months Ended March 31, 2014 |
| Endeavour International Corporation | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Revenue | $ | - | | $ | 1,947 | | $ | 92,216 | | $ | - | | $ | 94,163 |
Operating expenses | | - | | | 1,181 | | | 25,989 | | | - | | | 27,170 |
DD&A expense | | - | | | 721 | | | 44,247 | | | - | | | 44,968 |
G&A expenses | | 995 | | | 3,709 | | | 145 | | | - | | | 4,849 |
Income (loss) from Operations | | -995 | | | -3,664 | | | 21,835 | | | - | | | 17,176 |
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Other Income (Expense): | | | | | | | | | | | | | | |
Unrealized gains on derivatives | | 469 | | | - | | | 2,190 | | | - | | | 2,659 |
Interest expense | | -20,620 | | | -16,042 | | | -26,435 | | | 31,620 | | | -31,477 |
Letter of credit fees | | - | | | - | | | -3,789 | | | - | | | -3,789 |
Financing and transaction costs | | -323 | | | -590 | | | -903 | | | | | | -1,816 |
Loss on early extinguishment of financing | | - | | | - | | | -3,543 | | | - | | | -3,543 |
agreements |
Litigation settlement expense | | - | | | -19,034 | | | - | | | - | | | -19,034 |
Unrealized foreign currency gains (losses) | | - | | | - | | | -1,273 | | | - | | | -1,273 |
Other income (expense) | | 16,621 | | | 14,996 | | | -201 | | | -31,620 | | | -204 |
Loss before income taxes | | -4,848 | | | -24,334 | | | -12,119 | | | - | | | -41,301 |
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Petroleum Revenue Tax ("PRT") Expense | | - | | | - | | | 1,725 | | | - | | | 1,725 |
Corporate Tax Expense | | - | | | - | | | 1,844 | | | - | | | 1,844 |
Total tax expense | | - | | | - | | | 3,569 | | | - | | | 3,569 |
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Net loss | | -4,848 | | | -24,334 | | | -15,688 | | | - | | | -44,870 |
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Preferred stock dividends | | 456 | | | - | | | - | | | - | | | 456 |
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Net loss to common shareholders | $ | -5,304 | | $ | -24,334 | | $ | -15,688 | | $ | - | | $ | -45,326 |
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For the Three Months Ended March 31, 2015 | | | | |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations | Consolidated | | | | |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | |
Net loss | $ | 16,587 | $ | -18,710 | $ | -108,538 | $ | - | $ | -110,661 | | | | |
Adjustments to reconcile net loss to | | | | | | | | | | | | | | |
net cash provided by (used in) operations | | | | | | | | | | | | | | |
Depreciation, depletion and amortization | | - | | 562 | | 55,999 | | - | | 56,561 | | | | |
Impairment of oil and gas properties | | - | | 10,078 | | 80,009 | | - | | 90,087 | | | | |
Deferred tax expense (benefit) | | - | | - | | -11,137 | | - | | -11,137 | | | | |
Amortization of non-cash compensation | | - | | - | | - | | -10 | | -10 | | | | |
Amortization of loan costs and discount | | - | | - | | 2,238 | | - | | 2,238 | | | | |
Other | | -39 | | 6,338 | | -11,316 | | - | | -5,017 | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | |
(Increase) decrease in receivables | | - | | 240 | | 997 | | - | | 1,237 | | | | |
(Increase) decrease in other current assets | | - | | -17,219 | | 19,843 | | - | | 2,624 | | | | |
Increase (decrease) in liabilities | | 236 | | -7,399 | | -15,895 | | - | | -23,058 | | | | |
Net Cash Provided by (Used in) | | | | | | | | | | | | | | |
Operating Activities | | 16,784 | | -26,110 | | 12,200 | | -10 | | 2,864 | | | | |
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Cash Flows From Investing Activities: | | | | | | | | | | | | | | |
Capital expenditures | | - | | -5,826 | | -17,897 | | 622 | | -23,101 | | | | |
Increase in restricted cash | | - | | - | | 4,885 | | - | | 4,885 | | | | |
Net Cash Used in Investing Activities | | - | | -5,826 | | -13,012 | | 622 | | -18,216 | | | | |
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Cash Flows From Financing Activities: | | | | | | | | | | | | | | |
Intercompany cash management | | -16,784 | | 17,396 | | - | | -612 | | - | | | | |
Other financing | | - | | - | | - | | - | | - | | | | |
Net Cash Provided by (Used in) | | | | | | | | | | | | | | |
Financing Activities | | -16,784 | | 17,396 | | - | | -612 | | - | | | | |
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Net Change in Cash and Cash Equivalents | | - | | -14,540 | | -812 | | - | | -15,352 | | | | |
Cash and Cash Equivalents, Beginning | | | | | | | | | | | | | | |
of Period | | - | | 32,055 | | 49,795 | | - | | 81,850 | | | | |
Cash and Cash Equivalents, End of Period | $ | - | $ | 17,515 | $ | 48,983 | $ | - | $ | 66,498 | | | | |
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For the Three Months Ended March 31, 2014 | | | | |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations | Consolidated | | | | |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | |
Net loss | $ | -4,848 | $ | -24,334 | $ | -15,688 | $ | - | $ | -44,870 | | | | |
Adjustments to reconcile net loss to | | | | | | | | | | | | | | |
net cash provided by (used in) operations | | | | | | | | | | | | | | |
Depreciation, depletion and amortization | | - | | 721 | | 44,247 | | - | | 44,968 | | | | |
Deferred tax expense (benefit) | | - | | - | | 1,969 | | - | | 1,969 | | | | |
Unrealized (gains) losses on derivatives | | -469 | | - | | -2,190 | | - | | -2,659 | | | | |
Amortization of non-cash compensation | | 162 | | - | | - | | 809 | | 971 | | | | |
Amortization of loan costs and discount | | 2,049 | | - | | 4,656 | | - | | 6,705 | | | | |
Non-cash interest expense | | - | | - | | 1,883 | | - | | 1,883 | | | | |
Litigation settlement expense | | - | | 19,034 | | - | | - | | 19,034 | | | | |
Loss on early extinguishment of debt | | - | | - | | 6,856 | | - | | 6,856 | | | | |
Other | | - | | -4 | | 1,851 | | - | | 1,847 | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | |
(Increase) decrease in receivables | | - | | -852 | | 19,853 | | - | | 19,001 | | | | |
(Increase) decrease in other current assets | | - | | -238 | | -4,818 | | - | | -5,056 | | | | |
Increase (decrease) in liabilities | | -17,438 | | 20,381 | | -23,658 | | -2,385 | | -23,100 | | | | |
Net Cash Provided by (Used in) | | | | | | | | | | | | | | |
Operating Activities | | -20,544 | | 14,708 | | 34,961 | | -1,576 | | 27,549 | | | | |
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Cash Flows From Investing Activities: | | | | | | | | | | | | | | |
Capital expenditures | | - | | -15,328 | | -15,093 | | 1,576 | | -28,845 | | | | |
Proceeds from sales, net of cash | | - | | 1,352 | | - | | - | | 1,352 | | | | |
Increase in restricted cash | | - | | - | | -2,457 | | - | | -2,457 | | | | |
Net Cash Used in Investing Activities | | - | | -13,976 | | -17,550 | | 1,576 | | -29,950 | | | | |
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Cash Flows From Financing Activities: | | | | | | | | | | | | | | |
Repayments of borrowings | | - | | - | | -115,163 | | - | | -115,163 | | | | |
Borrowings under debt agreements, net | | | | | | | | | | | | | | |
of debt discount | | 17,500 | | - | | 123,125 | | - | | 140,625 | | | | |
Proceeds from issuance of common stock | | 12,376 | | - | | - | | - | | 12,376 | | | | |
Repayments of MPP | | - | | - | | -5,000 | | - | | -5,000 | | | | |
Intercompany cash management | | -8,460 | | 25,604 | | -17,144 | | - | | - | | | | |
Financing costs paid | | -456 | | - | | -8,817 | | - | | -9,273 | | | | |
Other financing | | -416 | | - | | - | | - | | -416 | | | | |
Net Cash Provided by (Used in) | | | | | | | | | | | | | | |
Financing Activities | | 20,544 | | 25,604 | | -22,999 | | - | | 23,149 | | | | |
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Net Change in Cash and Cash Equivalents | | - | | 26,336 | | -5,588 | | - | | 20,748 | | | | |
Cash and Cash Equivalents, Beginning | | | | | | | | | | | | | | |
of Period | | - | | 2,417 | | 32,325 | | - | | 34,742 | | | | |
Cash and Cash Equivalents, End of Period | $ | - | $ | 28,753 | $ | 26,737 | $ | - | $ | 55,490 | | | | |
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Debtors [Member] | |
Debtors Condensed Combined Financial Statements | Note 4 – Debtors Condensed Combined Financial Statements |
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Condensed combined financial statements of the Debtors are set forth below. The Condensed Combined Financial Statements exclude the financial statements of the non-Debtors. Transactions and balances of receivables and payables between Debtors are eliminated in consolidation. However, the Condensed Combined Balance Sheet includes receivables from related non-Debtors and payables to related non-Debtors. Actual settlement of these related party receivables and payables is, by historical practice, made on a net basis or through an equity contribution. |
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Condensed Combined Balance Sheet | | | | | | | | | | | | |
As of March 31, 2015 | | | | | | | | | | | | |
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Assets: | | | | | | | | | | | | | | |
Current Assets | $ | 25,592 | | | | | | | | | | | | |
Property and Equipment, Net ($11,466 not subject to amortization) | | 30,077 | | | | | | | | | | | | |
Long-Term Receivables Due from Affiliates (1) | | 648,801 | | | | | | | | | | | | |
Investments in Subsidiaries | | 295,816 | | | | | | | | | | | | |
Other Assets | | 9 | | | | | | | | | | | | |
Total Assets | $ | 1,000,295 | | | | | | | | | | | | |
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Liabilities Not Subject to Compromise: | | | | | | | | | | | | | | |
Accrued expenses and other | $ | 7,495 | | | | | | | | | | | | |
Current Liabilities Due to Affiliates (1) | | 101,386 | | | | | | | | | | | | |
Other | | 630 | | | | | | | | | | | | |
Liabilities Subject to Compromise (2) | | 840,900 | | | | | | | | | | | | |
Series C Convertible Preferred Stock - Liquidation Preference: $14,800 | | 17,481 | | | | | | | | | | | | |
Stockholders' Equity (3) | | 32,403 | | | | | | | | | | | | |
Total Liabilities and Stockholders’ Equity | $ | 1,000,295 | | | | | | | | | | | | |
| -1 | | It is expected that upon consummation of the Bankruptcy Cases, all intercompany receivables and payables will be offset and settled through equity contributions. No allowances for intercompany receivables from the Debtors have been recorded in the condensed combined financial statements. | | | | | | | | | | | |
| -2 | | See Note 5 – Liabilities Subject to Compromise | | | | | | | | | | | |
| -3 | | It is expected that upon consummation of the Bankruptcy Cases, all common stock of the Debtors will be cancelled and new common stock will be issued to partially satisfy the bankruptcy claims. | | | | | | | | | | | |
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Condensed Combined Statement of Operations | | | | | | | | | | | | |
Three Months Ended March 31, 2015 | | | | | | | | | | | | |
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Revenues | $ | 1,082 | | | | | | | | | | | | |
Cost of Operations | | 11,314 | | | | | | | | | | | | |
Loss from Operations | | -10,232 | | | | | | | | | | | | |
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Other Income (Expense): | | | | | | | | | | | | | | |
Interest income | | 15,000 | | | | | | | | | | | | |
Financing and transaction costs | | -58 | | | | | | | | | | | | |
Reorganization items (4) | | -6,866 | | | | | | | | | | | | |
Other expense | | 26 | | | | | | | | | | | | |
Total Other Income | | 8,102 | | | | | | | | | | | | |
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Net Loss | | -2,130 | | | | | | | | | | | | |
| -4 | | See Note 5 – Liabilities Subject to Compromise for additional discussion of Reorganization items. | | | | | | | | | | | |
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Condensed Combined Cash Flow | | | | | | | | | | | | |
Three Months Ended March 31, 2015 | | | | | | | | | | | | |
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Net cash provided by (used in): | | | | | | | | | | | | | | |
Operating | $ | 36,603 | | | | | | | | | | | | |
Investing | | -52,784 | | | | | | | | | | | | |
Financing | | 16 | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | -16,165 | | | | | | | | | | | | |
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Cash and Cash Equivalents, Beginning of Period | | 131,656 | | | | | | | | | | | | |
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Cash and Cash Equivalents, End of Period | $ | 115,491 | | | | | | | | | | | | |
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