Guarantor Subsidiaries | 12 Months Ended |
Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Guarantor Subsidiaries | ' |
Note 25 – 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 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 of 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. |
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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 December 31, 2013 |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations | Consolidated |
Cash and cash equivalents | $ | - | $ | 2,417 | $ | 32,325 | $ | - | $ | 34,742 |
Accounts receivable | | - | | 1,832 | | 63,339 | | - | | 65,171 |
Current receivables due from affiliates | | 853,900 | | 20,783 | | 45,982 | | -920,665 | | - |
Prepaid expenses and other | | - | | 594 | | 59,724 | | - | | 60,318 |
Current Assets | | 853,900 | | 25,626 | | 201,370 | | -920,665 | | 160,231 |
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Property, plant and equipment, net | | - | | 87,313 | | 984,838 | | - | | 1,072,151 |
Goodwill | | - | | - | | 259,238 | | - | | 259,238 |
Long-term receivables due from affiliates | | - | | 500,000 | | 8 | | -500,008 | | - |
Investments in subsidiaries | | 57,662 | | 219,066 | | - | | -276,728 | | - |
Other assets | | 20,518 | | 6,056 | | 6,648 | | - | | 33,222 |
Total Assets | $ | 932,080 | $ | 838,061 | $ | 1,452,102 | $ | -1,697,401 | $ | 1,524,842 |
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Accounts payable | $ | - | $ | 1,214 | $ | 36,819 | $ | - | $ | 38,033 |
Deferred revenue | | - | | - | | 20,965 | | - | | 20,965 |
Monetary production payment, current portion | - | | - | | 74,167 | | - | | 74,167 |
Current liabilities due to affiliates | | 648 | | 899,853 | | 20,171 | | -920,672 | | - |
Accrued expenses and other | | 27,474 | | 3,352 | | 57,799 | | - | | 88,625 |
Current Liabilities | | 28,122 | | 904,419 | | 209,921 | | -920,672 | | 221,790 |
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Long-term debt | | 678,850 | | - | | 192,028 | | - | | 870,878 |
Long-term liabilities due to affiliates | | - | | - | | 500,000 | | -500,000 | | - |
Deferred taxes | | - | | - | | 146,213 | | - | | 146,213 |
Monetary production payment, long-term portion | | - | | - | | 92,500 | | - | | 92,500 |
Other liabilities | | 3,535 | | 602 | | 127,234 | | - | | 131,370 |
Total Liabilities | | 710,507 | | 905,021 | | 1,267,896 | | -1,420,672 | | 1,462,751 |
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Series C convertible preferred stock | | 43,703 | | - | | - | | - | | 43,703 |
Stockholders' equity | | 177,870 | | -66,960 | | 184,206 | | -276,728 | | 18,388 |
Total Liabilities and Equity | $ | 932,080 | $ | 838,061 | $ | 1,452,102 | $ | -1,697,401 | $ | 1,524,842 |
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As of December 31, 2012 |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations | Consolidated |
Cash and cash equivalents | $ | - | $ | 27,800 | $ | 31,385 | $ | - | $ | 59,185 |
Accounts receivable | | - | | 2,695 | | 43,486 | | - | | 46,181 |
Current receivables due from affiliates | | 950,210 | | 36,725 | | 71,964 | | -1,058,899 | | - |
Prepaid expenses and other | | - | | 508 | | 38,559 | | - | | 39,067 |
Current Assets | | 950,210 | | 67,728 | | 185,394 | | -1,058,899 | | 144,433 |
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Property, plant and equipment, net | | - | | 92,692 | | 910,749 | | - | | 1,003,441 |
Goodwill | | - | | - | | 262,764 | | - | | 262,764 |
Long-term receivables due from affiliates | | - | | 599,000 | | - | | -599,000 | | - |
Investments in subsidiaries | | 57,662 | | 120,058 | | - | | -177,720 | | - |
Other assets | | 25,200 | | 6,085 | | 18,621 | | - | | 49,906 |
Total Assets | $ | 1,033,072 | $ | 885,563 | $ | 1,377,528 | $ | -1,835,619 | $ | 1,460,544 |
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Accounts payable | $ | - | $ | 2,622 | $ | 57,531 | $ | - | $ | 60,153 |
Current maturities of debt | | - | | - | | 15,713 | | - | | 15,713 |
Deferred revenue | | - | | - | | - | | - | | - |
Monetary production payment deposit | | - | | - | | - | | - | | - |
Current liabilities due to affiliates | | 34,509 | | 987,664 | | 36,726 | | -1,058,899 | | - |
Accrued expenses and other | | 27,548 | | 1,517 | | 61,035 | | - | | 90,100 |
Current Liabilities | | 62,057 | | 991,803 | | 171,005 | | -1,058,899 | | 165,966 |
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Long-term debt | | 676,413 | | - | | 167,380 | | - | | 843,793 |
Long-term liabilities due to affiliates | | - | | - | | 599,000 | | -599,000 | | - |
Deferred taxes | | - | | - | | 159,959 | | - | | 159,959 |
Monetary production payment, long-term portion | | - | | - | | - | | - | | - |
Other liabilities | | 3,033 | | 561 | | 144,098 | | - | | 147,692 |
Total Liabilities | | 741,503 | | 992,364 | | 1,241,442 | | -1,657,899 | | 1,317,410 |
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Series C convertible preferred stock | | 43,703 | | - | | - | | - | | 43,703 |
Stockholders' equity | | 247,866 | | -106,801 | | 136,086 | | -177,720 | | 99,431 |
Total Liabilities and Equity | $ | 1,033,072 | $ | 885,563 | $ | 1,377,528 | $ | -1,835,619 | $ | 1,460,544 |
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For the Year Ended December 31, 2013 |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations | Consolidated |
Revenue | $ | - | $ | 8,368 | $ | 329,296 | $ | - | $ | 337,664 |
Operating expenses | | - | | 7,399 | | 98,045 | | - | | 105,444 |
DD&A expense | | - | | 4,249 | | 138,799 | | - | | 143,048 |
Impairment of oil and gas properties | | - | | 9,566 | | - | | - | | 9,566 |
G&A expenses | | 2,502 | | 7,764 | | 8,858 | | - | | 19,124 |
Income (loss) from Operations | | -2,502 | | -20,610 | | 83,594 | | - | | 60,482 |
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Derivatives: | | | | | | | | | | |
Unrealized losses | | -503 | | - | | -1,340 | | - | | -1,843 |
Interest expense | | -81,400 | | 2,988 | | -86,105 | | 60,001 | | -104,516 |
Letter of credit fees | | - | | - | | -33,425 | | - | | -33,425 |
Other income (expense) | | -27 | | 57,463 | | -7,170 | | -60,001 | | -9,735 |
Income (loss) before taxes | | -84,432 | | 39,841 | | -44,446 | | - | | -89,037 |
Income tax expense | | - | | - | | 6,442 | | - | | 6,442 |
Net income (loss) | | -84,432 | | 39,841 | | -50,888 | | - | | -95,479 |
Preferred stock dividends | | 1,823 | | - | | - | | - | | 1,823 |
Net income (loss) to common shareholders | $ | -86,255 | $ | 39,841 | $ | -50,888 | $ | - | $ | -97,302 |
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For the Year Ended December 31, 2012 |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations | Consolidated |
Revenue | $ | - | $ | 11,877 | $ | 207,181 | $ | - | $ | 219,058 |
Operating expenses | | - | | 6,968 | | 51,568 | | - | | 58,536 |
DD&A expense | | - | | 8,603 | | 57,961 | | - | | 66,564 |
Impairment of oil and gas properties | | - | | 53,072 | | - | | - | | 53,072 |
G&A expenses | | 2,629 | | 9,887 | | 8,569 | | - | | 21,085 |
Income (loss) from Operations | | -2,629 | | -66,653 | | 89,083 | | - | | 19,801 |
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Derivatives: | | | | | | | | | | |
Unrealized gains (losses) | | -705 | | - | | 5,846 | | - | | 5,141 |
Interest expense | | -54,241 | | -951 | | -67,673 | | 38,743 | | -84,122 |
Letter of credit fees | | - | | - | | -21,903 | | - | | -21,903 |
Loss on early extinguishment of debt | | - | | - | | -21,661 | | - | | -21,661 |
Other income (expense) | | - | | 33,796 | | -4,307 | | -38,743 | | -9,254 |
Loss before taxes | | -57,575 | | -33,808 | | -20,615 | | - | | -111,998 |
Income tax expense | | - | | - | | 21,225 | | -6,997 | | 14,228 |
Net loss | | -57,575 | | -33,808 | | -41,840 | | 6,997 | | -126,226 |
Preferred stock dividends | | 1,823 | | - | | - | | - | | 1,823 |
Net loss to common shareholders | $ | -59,398 | $ | -33,808 | $ | -41,840 | $ | 6,997 | $ | -128,049 |
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For the Year Ended December 31, 2011 |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations | Consolidated |
Revenue | $ | - | $ | 18,337 | $ | 41,754 | $ | - | $ | 60,091 |
Operating expenses | | - | | 9,046 | | 8,622 | | - | | 17,668 |
DD&A expense | | - | | 11,490 | | 14,988 | | - | | 26,478 |
Impairment of oil and gas properties | | - | | 65,706 | | - | | - | | 65,706 |
G&A expenses | | 2,198 | | 10,789 | | 4,866 | | - | | 17,853 |
Income (loss) from Operations | | -2,198 | | -78,694 | | 13,278 | | - | | -67,614 |
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Derivatives: | | | | | | | | | | |
Unrealized gains (losses) | | -2,642 | | - | | 11,020 | | - | | 8,378 |
Interest expense | | -10,623 | | -3,964 | | -38,894 | | 8,588 | | -44,893 |
Loss on early extinguishment of debt | | -402 | | - | | - | | - | | -402 |
Unrealized foreign currency gains (losses) | | - | | - | - | 2,189 | - | - | - | 2,188 |
Other income (expense) | | -211 | | -678 | | 7,885 | | -8,588 | | -1,591 |
Loss before taxes | | -16,076 | | -83,336 | | -4,522 | | - | | -103,934 |
Income tax expense | | - | | 3 | | 27,058 | | - | | 27,061 |
Net loss | | -16,076 | | -83,339 | | -31,580 | | - | | -130,995 |
Preferred stock dividends | | 1,974 | | - | | - | | - | | 1,974 |
Net loss to common shareholders | $ | -18,050 | $ | -83,339 | $ | -31,580 | $ | - | $ | -132,969 |
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For the Year Ended December 31, 2013 |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations (1) | Consolidated |
Cash Flows from Operating Activities: | | | | | | | | | | |
Net loss | $ | -84,432 | $ | 39,841 | $ | -50,888 | $ | — | $ | -95,479 |
Adjustments to reconcile net loss to | | | | | | | | | | |
net cash provided by (used in) operations | | | | | | | | | | |
DD&A expense | | — | | 4,249 | | 138,799 | | — | | 143,048 |
Impairment of oil and gas properties | | — | | 9,566 | | — | | — | | 9,566 |
Deferred tax benefit | | — | | — | | -14,255 | | — | | -14,255 |
Unrealized (gains) losses on derivatives | | 503 | | — | | 1,340 | | — | | 1,843 |
Amortization of non-cash compensation | | 622 | | — | | — | | 2,984 | | 3,606 |
Amortization of loan costs and discount | | 7,826 | | — | | 14,533 | | — | | 22,359 |
Non-cash interest expense | | — | | -12,958 | | 20,040 | | — | | 7,082 |
Other | | 44 | | 12,942 | | 3,344 | | — | | 16,330 |
Changes in operating assets and liabilities: | | | | | | | | | | |
(Increase) decrease in receivables | | — | | 863 | | -19,854 | | — | | -18,991 |
(Increase) decrease in other current assets | | — | | -14,252 | | 15,576 | | — | | 1,324 |
Increase (decrease) in liabilities | | — | | -13,628 | | -24,395 | | 19,038 | | -18,985 |
Net Cash Provided by (Used in) | | | | | | | | | | |
Operating Activities | | -75,437 | | 26,623 | | 84,240 | | 22,022 | | 57,448 |
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Cash Flows From Investing Activities: | | | | | | | | | | |
Capital expenditures | | — | | -15,111 | | -211,881 | | 1,237 | | -225,755 |
Acquisitions, net of cash acquired | | — | | 65 | | -2,852 | | — | | -2,787 |
Proceeds from sales, net of cash | | — | | 6,712 | | 62 | | — | | 6,774 |
Net Cash Used in Investing Activities | | — | | -8,335 | | -214,670 | | 1,237 | | -221,768 |
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Cash Flows From Financing Activities: | | | | | | | | | | |
Repayments of borrowings | | — | | — | | — | | — | | — |
Borrowings under debt agreements, net | | | | | | | | | | |
of debt discount | | — | | — | | — | | — | | — |
Exercise of stock options | | — | | — | | — | | — | | — |
Borrowings from affiliates | | — | | — | | — | | — | | — |
Proceeds from issuance of MPP | | — | | — | | 175,000 | | — | | 175,000 |
Proceeds from issuance of common stock | | — | | — | | — | | — | | — |
Repayments of MPP | | — | | — | | -8,333 | | | | -8,333 |
Payments for early extinguishment of debt | | — | | — | | — | | — | | — |
Financing costs paid | | -700 | | -500 | | -35,296 | | 11,286 | | -25,210 |
Intercompany cash management | | 77,874 | | -43,329 | | — | | -34,545 | | — |
Other financing | | -1,737 | | 157 | | — | | — | | -1,580 |
Net Cash Provided by (Used in) | | | | | | | | | | |
Financing Activities | | 75,437 | | -43,672 | | 131,371 | | -23,259 | | 139,877 |
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Net Change in Cash and Cash Equivalents | | — | | -25,383 | | 940 | | — | | -24,443 |
Cash and Cash Equivalents, Beginning | | | | | | | | | | |
of Period | | — | | 27,800 | | 31,385 | | — | | 59,185 |
Cash and Cash Equivalents, End of Period | $ | — | $ | 2,417 | $ | 32,325 | $ | — | $ | 34,742 |
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For the Year Ended December 31, 2012 (2) |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations (1) | Consolidated |
Cash Flows from Operating Activities: | | | | | | | | | | |
Net loss | $ | -57,575 | $ | -33,808 | $ | -41,840 | $ | 6,997 | $ | -126,226 |
Adjustments to reconcile net loss to | | | | | | | | | | |
net cash provided by (used in) operations | | | | | | | | | | |
DD&A expense | | — | | 8,603 | | 57,961 | | — | | 66,564 |
Impairment of oil and gas properties | | — | | 53,072 | | — | | — | | 53,072 |
Deferred tax benefit | | — | | — | | -10,597 | | -6,997 | | -17,594 |
Unrealized (gains) losses on derivatives | | 705 | | — | | -5,846 | | — | | -5,141 |
Amortization of non-cash compensation | | 854 | | — | | — | | 3,547 | | 4,401 |
Amortization of loan costs and discount | | 6,908 | | 5 | | 7,266 | | — | | 14,179 |
Non-cash interest expense | | 445 | | — | | 8,239 | | — | | 8,684 |
Loss on early extinguishment of debt | | — | | — | | 21,661 | | — | | 21,661 |
Other | | 283 | | 173 | | 14,909 | | — | | 15,365 |
Changes in operating assets and liabilities: | | | | | | | | | | |
(Increase) decrease in receivables | | — | | 1,495 | | -25,814 | | — | | -24,319 |
(Increase) decrease in other current assets | | — | | -9,223 | | 8,631 | | — | | -592 |
Increase (decrease) in liabilities | | — | | 88,635 | | -21,617 | | -38,459 | | 28,559 |
Net Cash Provided by (Used in) | | | | | | | | | | |
Operating Activities | | -48,380 | | 108,952 | | 12,953 | | -34,912 | | 38,613 |
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Cash Flows From Investing Activities: | | | | | | | | | | |
Capital expenditures | | — | | -39,794 | | -207,131 | | — | | -246,925 |
Acquisitions, net of cash acquired | | — | | -2,372 | | -236,482 | | — | | -238,854 |
Proceeds from sales, net of cash | | — | | — | | 1,407 | | — | | 1,407 |
Issuance of note receivable to affiliate | | — | | -500,000 | | — | | 500,000 | | — |
Increase in restricted cash | | — | | -50 | | -128 | | — | | -178 |
Net Cash Used in Investing Activities | | — | | -542,216 | | -442,334 | | 500,000 | | -484,550 |
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Cash Flows From Financing Activities: | | | | | | | | | | |
Repayments of borrowings | | -32,457 | | — | | -242,172 | | — | | -274,629 |
Borrowings under debt agreements, net | | | | | | | | | | |
of debt discount | | 538,860 | | — | | 115,163 | | — | | 654,023 |
Borrowings from affiliates | | — | | — | | 500,000 | | -500,000 | | — |
Proceeds from issuance of MPP | | — | | — | | — | | — | | — |
Proceeds from issuance of common stock | | 60,805 | | — | | — | | — | | 60,805 |
Dividends paid | | — | | — | | — | | — | | — |
Payments for early extinguishment of debt | | — | | — | | -7,248 | | — | | -7,248 |
Financing costs paid | | -24,141 | | — | | -8,063 | | — | | -32,204 |
Intercompany cash management | | -493,026 | | 458,114 | | — | | 34,912 | | — |
Other financing | | -1,661 | | — | | — | | — | | -1,661 |
Net Cash Provided by (Used in) | | | | | | | | | | |
Financing Activities | | 48,380 | | 458,114 | | 357,680 | | -465,088 | | 399,086 |
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Net Change in Cash and Cash Equivalents | | — | | 24,849 | | -71,700 | | — | | -46,851 |
Cash and Cash Equivalents, Beginning | | | | | | | | | | |
of Period | | — | | 2,951 | | 103,085 | | — | | 106,036 |
Cash and Cash Equivalents, End of Period | $ | — | $ | 27,800 | $ | 31,385 | $ | — | $ | 59,185 |
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For the Year Ended December 31, 2011 (2) |
| Endeavour International Corporation | Combined Guarantor Subsidiaries | Combined Non-Guarantor Subsidiaries | Eliminations (1) | Consolidated |
Cash Flows from Operating Activities: | | | | | | | | | | |
Net loss | $ | -16,076 | $ | -83,339 | $ | -31,580 | $ | — | $ | -130,995 |
Adjustments to reconcile net loss to | | | | | | | | | | |
net cash provided by (used in) operations | | | | | | | | | | |
DD&A expense | | — | | 11,490 | | 14,988 | | — | | 26,478 |
Impairment of oil and gas properties | | — | | 65,706 | | — | | — | | 65,706 |
Deferred tax benefit | | — | | — | | 21,116 | | — | | 21,116 |
Unrealized (gains) losses on derivatives | | 2,642 | | — | | -11,020 | | — | | -8,378 |
Amortization of non-cash compensation | | 624 | | — | | — | | 3,073 | | 3,697 |
Amortization of loan costs and discount | | 1,049 | | -403 | | 11,588 | | — | | 12,234 |
Non-cash interest expense | | 880 | | — | | 11,931 | | — | | 12,811 |
Loss on early extinguishment of debt | | 402 | | — | | — | | — | | 402 |
Other | | -82 | | 105 | | 1,495 | | — | | 1,518 |
Changes in operating assets and liabilities: | | | | | | | | | | |
(Increase) decrease in receivables | | — | | -1,597 | | 1,066 | | — | | -531 |
(Increase) decrease in other current assets | | 34 | | 2,872 | | -16,234 | | — | | -13,328 |
Increase (decrease) in liabilities | | — | | -39,135 | | 11,732 | | -2,670 | | -30,073 |
Net Cash Provided by (Used in) | | | | | | | | | | |
Operating Activities | | -10,527 | | -44,301 | | 15,082 | | 403 | | -39,343 |
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Cash Flows From Investing Activities: | | | | | | | | | | |
Capital expenditures | | — | | -80,279 | | -84,783 | | — | | -165,062 |
Acquisitions, net of cash acquired | | — | | -8,027 | | -25,048 | | — | | -33,075 |
Increase in restricted cash | | — | | — | | 31,726 | | — | | 31,726 |
Net Cash Used in Investing Activities | | — | | -88,306 | | -78,105 | | — | | -166,411 |
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Cash Flows From Financing Activities: | | | | | | | | | | |
Repayments of borrowings | | -101,250 | | — | | -1,975 | | — | | -103,225 |
Borrowings under debt agreements, net | | | | | | | | | | |
of debt discount | | 135,000 | | — | | 75,000 | | — | | 210,000 |
Proceeds from issuance of common stock | | 118,444 | | — | | — | | — | | 118,444 |
Dividends paid | | — | | — | | — | | — | | — |
Financing costs paid | | -5,926 | | — | | -5,475 | | — | | -11,401 |
Intercompany cash management | | -134,457 | | 134,860 | | — | | -403 | | — |
Other financing | | -1,284 | | -11 | | — | | — | | -1,295 |
Net Cash Provided by (Used in) | | | | | | | | | | |
Financing Activities | | 10,527 | | 134,849 | | 67,550 | | -403 | | 212,523 |
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Net Change in Cash and Cash Equivalents | | — | | 2,242 | | 4,527 | | — | | 6,769 |
Cash and Cash Equivalents, Beginning | | | | | | | | | | |
of Period | | — | | 709 | | 98,558 | | — | | 99,267 |
Cash and Cash Equivalents, End of Period | $ | — | $ | 2,951 | $ | 103,085 | $ | — | $ | 106,036 |
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| -1 | | The $7.0 million adjustment reflects the correction of an immaterial error in deferred income taxes that was corrected to beginning stockholder’s equity as of January 1, 2010 in the separate financials of the non-guarantor subsidiaries but reflected in the current year statement of operations for Endeavour. | | | | | | | |
| -2 | | Revised to reflect intercompany cash management activities previously presented cash flows from operations in “Cash Flows From Financing Activities.” There was no impact to Consolidated balances. | | | | | | | |
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