Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al.[1] | | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654 | | |
MONTH: October 2019 | | |
MONTHLY OPERATING REPORT SUMMARY FOR OCTOBER 2019
| | | | | |
MONTH | Oct-19 | Nov-19 | Dec-19 | Jan-20 | Feb-20 |
REVENUES (MOR-6) | $ | 69,124,692 | | | | |
INCOME BEFORE INT., DEPREC./TAX (MOR-6) | $ | (4,856,820) | | | | |
NET INCOME (LOSS) (MOR-6) | $ | (37,067,737) | | | | |
PAYMENTS TO INSIDERS (MOR-9) | $ | 269,451 | | | | |
PAYMENTS TO PROFESSIONALS (MOR-9) | $ | - | | | | |
TOTAL DISBURSEMENTS (MOR-8) | $ | (98,932,678) | | | | |
| | | | | | |
*** The original of this document must be filed with the United States Bankruptcy Court and a copy must be sent to the United States Trustee ***
| | | ![](https://capedge.com/proxy/8-K/0001104659-19-069553/g238932mo01i001.gif)
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REQUIRED INSURANCE MAINTAINED AS OF SIGNATURE DATE | | Are all accounts receivable being collected within terms? A/R related to agreements by and among Debtors and Tesoro Refining and Marketing Company, LLC is not being collected in accordance with ordinary terms. |
Type of Insurance | Check Yes/No | | Exp. Date | | Are all post-petition liabilities, including taxes, being paid within terms? |
WORKERS’ COMPENSATION | YES(x) NO( ) | | 7/1/2020 | | Have any pre-petition liabilities been paid? |
AUTOMOBILE | YES(x) NO( ) | | 7/1/2020 | | If so, describe: Payments made in accordance with the First Day Orders. |
GENERAL | YES(x) NO( ) | | 7/1/2020 | | Are all funds received being deposited into DIP bank accounts? |
POLLUTION | YES(x) NO( ) | | 7/1/2020 | | Were any assets disposed of outside the normal course of business? |
CONTROL OF WELL | YES(x) NO( ) | | 7/1/2020 | | If so, describe: | | |
COMMERCIAL CRIME | YES(x) NO( ) | | 7/8/2020 | | Are all U. S. Trustee Quarterly Fee Payments current? |
FIDUCIARY | YES(x) NO( ) | | 7/8/2020 | | What is the status of your Plan of Reorganization? Debtors filed Plan on November 18, 2019 (ECF No. 429). |
EMPLOYEMENT PRACTICES | YES(x) NO( ) | | 7/8/2020 | |
D&O | YES(x) NO( ) | | 7/8/2020 | | |
| | | | | | I certify under penalty of perjury that the following complete | |
ATTORNEY NAME: | Alfredo Perez | | | Monthly Operating Report (MOR), consisting of MOR-1 through MOR-9, plus attachments, is true and correct. | |
FIRM: ADDRESS: | Weil, Gotshal & Manges LLP 700 Louisiana Street | | |
ADDRESS: | Suite 1700 | | |
CITY, STATE ZIP: | Houston, TX 77002-2755 | | | | |
TELEPHONE: | (713) 546-5040 | | SIGNED: | /s/ Kyle McCuen | | DATED: | 12/2/19 | |
| | | | (ORIGINAL SIGNATURE) | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | Kyle McCuen | | TITLE: | Chief Financial Officer | |
| | | | (Print Name of Signatory) | | | | |
| | | | | | | | | | | | | | | | | |
____________________________________________________________________________________________________________________________________
[1] The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: EP Energy Corporation (2728), EPE Acquisition, LLC (5855), EP Energy LLC (1021), Everest Acquisition Finance Inc. (0996), EP Energy Global LLC (7534), EP Energy Management, L.L.C. (5013), EP Energy Resale Company, L.L.C. (9561), and EP Energy E&P Company, L.P. (7092). The Debtors’ primary mailing address is 1001 Louisiana Street, Houston, TX 77002.
mor-1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al.[1] | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654 | |
MONTH: October 2019 | |
MONTHLY OPERATING REPORT NOTES FOR OCTOBER 2019
This monthly operating report (“MOR”) is unaudited and does not purport to represent financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and it is not intended to fully reconcile to the consolidated financial statements prepared by the Debtors. Information contained in this MOR has been derived from the Debtors’ books and records, but does not reflect in all circumstances presentation for GAAP or SEC reporting purposes. Therefore, in order to comply with their obligations to provide MORs during these chapter 11 cases, the Debtors have prepared this MOR using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. Accordingly, this MOR is true and accurate to the best of the Debtors’ knowledge, information, and belief, based on currently-available data. The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any period other than full calendar month-ending October 31, 2019, or for the full year, and may not necessarily reflect the Debtors’ future consolidated results of operations and financial position.
This MOR is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Debtors’ chapter 11 cases. The unaudited financial statements have been derived from the Debtors’ books and records. The information presented herein has not been subject to all procedures that typically would be applied to financial information presented in accordance with GAAP. Upon the application of such procedures, the Debtors believe that the financial information could be subject to material change. The information furnished in this MOR includes normal recurring adjustments, but does not include all of the adjustments that typically would be made for interim financial statements presented in accordance with GAAP.
Given the complexity of the Debtors’ business, inadvertent errors or omissions may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, agreement, representation, or other statement set forth in this MOR. Further, the Debtors reserve the right to amend or supplement this MOR, if necessary, but shall be under no obligation to do so.
The accounts payable and accounts receivable agings are presented on a consolidating basis for the Debtors, and does not include intercompany activity.
The income statement is presented on a consolidating basis for the Debtors. The information provided in the income statements reflect activity for the full calendar month-ending October 31, 2019.
Other revenues include both realized and unrealized gain and/or loss on derivatives recorded for the full calendar month-ending October 31, 2019.
Although payment of prepetition claims is generally not permitted, the Bankruptcy Court has authorized the Debtors to pay certain prepetition claims in designated categories. This relief generally was designed to preserve the value of the Debtors’ business and assets. The Debtors have paid and continue to pay undisputed postpetition obligations in the ordinary course of business.
Intercompany receipts and disbursements between Debtors that are cleared by netting are not included in this MOR. Based on centralized cash management practices, all disbursements are made by the following Debtors: (i) EP Energy Corporation; (ii) EP Energy LLC; (iii) EP Energy E&P Company, LP; and (iv) EP Energy Management, LLC.
The list of insiders is consistent with public disclosures and other filings associated with the Debtors’ chapter 11 cases. Payments to the Debtors’ professionals were $0 for the full calendar month-ending October 31, 2019, as no professional fee applications were submitted or processed as of the date of preparation of this MOR. The listing of any party as an “insider” is neither intended to be nor should be construed as a legal characterization of such party as an “insider,” as such term is defined in section 101(31) of the Bankruptcy Code, and it does not act as an admission or waiver of any fact, right, claim, or defense, and all such rights, claims, and defenses are hereby expressly reserved.
[1] The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: EP Energy Corporation (2728), EPE Acquisition, LLC (5855), EP Energy LLC (1021), Everest Acquisition Finance Inc. (0996), EP Energy Global LLC (7534), EP Energy Management, L.L.C. (5013), EP Energy Resale Company, L.L.C. (9561), and EP Energy E&P Company, L.P. (7092). The Debtors’ primary mailing address is 1001 Louisiana Street, Houston, TX 77002.
Notes to MOR
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654 | | |
MONTH: October 2019 | | |
CONSOLIDATING BALANCE SHEET
Ending Balance at October 31, 2019
| | | | | | | | | | | | | | | | | | | | | | |
| | EP ENERGY CORPORATION | | | | | EPECO | | EPACQ | | EPELC | | 025 | | 625 | | 654 | | EPPCH | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | CONSOLIDATED | | | All Elimination Companies | | EP Energy Corporation | | EPE Acquisition LLC | | EP ENERGY L.L.C. | | EP Energy Management, L.L.C. | | EP ENERGY RESALE CO., L.L.C. | | EP ENERGY E&P COMPANY, L.P. | | EP Energy Global LLC | | Everest Acquisition Finance Inc | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
CASH & CASH EQUIVALENT | | $ | 191,004,166 | | | - | | 644,228 | | - | | 184,866,483 | | 211,582 | | - | | 5,281,873 | | - | | No Financials | |
ACCOUNTS & NOTES RECEIVABLE | | | 149,935,290 | | | (3,348,906,599 | ) | - | | - | | 1,705,871,084 | | (1,768,316,642 | ) | 285,553,838 | | 976,792,483 | | 2,298,941,126 | | | |
INVENTORY | | | 44,084,206 | | | - | | - | | - | | - | | - | | - | | 44,084,206 | | - | | | |
PRICE RISK MANAGEMNT-CUR ASSET | | | 41,867,890 | | | - | | - | | - | | 41,867,890 | | - | | - | | - | | - | | | |
RESTRICTED CASH-CURRENT | | | 925,000 | | | - | | - | | - | | - | | - | | - | | 925,000 | | - | | | |
OTHER CURRENT ASSETS | | | 37,197,763 | | | - | | - | | - | | 100,000 | | 14,873,814 | | - | | 22,223,949 | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS | | $ | 465,014,315 | | | $ | (3,348,906,599 | ) | $ | 644,228 | | $ | - | | $ | 1,932,705,458 | | $ | (1,753,231,246 | ) | $ | 285,553,838 | | $ | 1,049,307,511 | | $ | 2,298,941,126 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
PLANT, PROPERTY & EQUIPMENT | | $ | 7,423,730,152 | | | - | | - | | - | | - | | 0 | | - | | 7,423,730,152 | | - | | | |
ACCUMULATED DD&A | | | (3,952,465,722 | ) | | - | | - | | - | | - | | - | | - | | (3,952,465,722 | ) | - | | | |
INVEST IN CONSOLIDATED-AFFIL | | | - | | | (8,604,535,152 | ) | (599,215,534 | ) | (599,215,534 | ) | 3,482,006,218 | | 2,927,113,822 | | 2,170,948,482 | | - | | 1,222,897,698 | | | |
PRICE RISK MGMT-NON CUR ASSET | | | 7,431,830 | | | - | | - | | - | | 7,431,830 | | - | | - | | - | | - | | | |
NOTES RECEIVABLE-NON CURRENT | | | 10,137 | | | - | | - | | - | | - | | 10,137 | | - | | - | | - | | | |
OTHER NON CURRENT ASSETS | | | 21,246,449 | | | - | | - | | - | | - | | - | | - | | 21,246,449 | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
NONCURRENT ASSETS | | $ | 3,499,952,847 | | | $ | (8,604,535,152 | ) | $ | (599,215,534 | ) | $ | (599,215,534 | ) | $ | 3,489,438,049 | | $ | 2,927,123,959 | | $ | 2,170,948,482 | | $ | 3,492,510,879 | | $ | 1,222,897,698 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 3,964,967,162 | | | $ | (11,953,441,751 | ) | $ | (598,571,307 | ) | $ | (599,215,534 | ) | $ | 5,422,143,507 | | $ | 1,173,892,714 | | $ | 2,456,502,320 | | $ | 4,541,818,390 | | $ | 3,521,838,823 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
OWNER AND ROYALTIES PAYABLE | | $ | (64,138,287 | ) | | - | | - | | - | | - | | - | | - | | (64,138,287 | ) | - | | | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | | | (108,513,934 | ) | | - | | - | | - | | - | | 126,278 | | - | | (108,640,213 | ) | - | | | |
AFFILIATES | | | - | | | 266,480,023 | | - | | - | | - | | (2,781 | ) | 8,234,146 | | (235,375,576 | ) | (39,335,813 | ) | | |
OTHER CURRENT LIABILITIES | | | (110,653 | ) | | - | | - | | - | | - | | (742,879 | ) | - | | 632,226 | | - | | | |
TOTAL ACCOUNTS PAYABLE | | | (172,762,874 | ) | | 266,480,023 | | - | | - | | - | | (619,381 | ) | 8,234,146 | | (407,521,850 | ) | (39,335,813 | ) | | |
SHORT TERM FINANCING OBLIG | | | (4,882,836,916 | ) | | 3,082,426,576 | | - | | - | | (6,261,617,525 | ) | - | | - | | (1,703,645,966 | ) | - | | | |
ACCRUED TAX OTHER THAN INCOME | | | (33,312,747 | ) | | - | | - | | - | | - | | 124,225 | | - | | (33,436,972 | ) | - | | | |
INCOME TAX LIABILITY FEDERAL | | | 107,491 | | | - | | - | | - | | 107,491 | | - | | - | | - | | - | | | |
INCOME TAX LIABILITY STATE | | | 6,528 | | | - | | - | | - | | 6,528 | | - | | - | | - | | - | | | |
TOTAL INCOME TAXES LIABILITY | | | 114,019 | | | - | | - | | - | | 114,019 | | - | | - | | - | | - | | | |
ACCRUED INTEREST | | | (193,356,923 | ) | | - | | - | | - | | (193,356,923 | ) | - | | - | | - | | - | | | |
RESERVES CURRENT | | | (37,106,783 | ) | | - | | - | | - | | - | | - | | - | | (37,106,783 | ) | - | | | |
ASSET RETIRE OBLIG-CURRENT | | | (2,900,000 | ) | | - | | - | | - | | - | | - | | - | | (2,900,000 | ) | - | | | |
OTHER CURRENT LIABILITIES | | | (19,500,735 | ) | | - | | - | | - | | (76,642 | ) | (274,370 | ) | - | | (19,149,723 | ) | - | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | $ | (5,341,662,960 | ) | | $ | 3,348,906,599 | | $ | 0 | | $ | - | | $ | (6,454,937,072 | ) | $ | (769,527 | ) | $ | 8,234,146 | | $ | (2,203,761,294 | ) | $ | (39,335,813 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
DEFERRED INC TAX NON CUR LIAB FEDERAL | | $ | 1 | | | - | | 2 | | - | | (1 | ) | - | | - | | - | | - | | | |
DEFERRED INC TAX NON CUR LIAB STATE | | | (1 | ) | | - | | (1 | ) | - | | - | | - | | - | | - | | - | | | |
DEFERRED INC TAX NON CUR LIAB FOREIGN | | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | | |
TOTAL DEF INC TAX LIABILITY-NON CUR | | | 0 | | | - | | 1 | | - | | (1 | ) | - | | - | | - | | - | | | |
RESERVES NON CURRENT | | | (1,394,694 | ) | | - | | - | | - | | - | | (620,464 | ) | - | | (774,229 | ) | - | | | |
ASSET RETIRE OBLIG-NON CURR | | | (41,559,379 | ) | | - | | - | | - | | - | | - | | - | | (41,559,379 | ) | - | | | |
OTHER NON CURRENT LIABILITY | | | (19,023,250 | ) | | - | | - | | - | | - | | - | | - | | (18,546,982 | ) | (476,268 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
NONCURRENT LIABILITIES | | $ | (61,977,323 | ) | | $ | - | | $ | 1 | | $ | - | | $ | (1 | ) | $ | (620,464 | ) | $ | - | | $ | (60,880,591 | ) | $ | (476,268 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | | $ | (5,403,640,284 | ) | | $ | 3,348,906,599 | | $ | 1 | | $ | - | | $ | (6,454,937,073 | ) | $ | (1,389,991 | ) | $ | 8,234,146 | | $ | (2,264,641,885 | ) | $ | (39,812,081 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
COMMON STOCK | | $ | (2,553,182 | ) | | 506,669 | | (2,553,182 | ) | - | | - | | (502,669 | ) | (2,000 | ) | - | | (2,000 | ) | | |
APIC | | | (3,543,450,081 | ) | | 24,756,134,675 | | (3,535,783,282 | ) | - | | (7,666,798 | ) | (5,908,875,885 | ) | (4,008,364,434 | ) | (6,568,717,159 | ) | (8,270,177,197 | ) | | |
PARTNERSHIP & LLC UNIT | | | (0 | ) | | 6,849,938,198 | | - | | (3,451,296,502 | ) | (3,398,641,696 | ) | - | | - | | - | | - | | | |
ACCUMULATED DEFICIT | | | 4,136,645,435 | | | (23,002,044,390 | ) | 4,135,904,372 | | 4,050,512,036 | | 3,998,598,293 | | 4,686,480,856 | | 1,543,629,969 | | 3,935,391,320 | | 4,788,172,979 | | | |
TREASURY STOCK | | | 1,003,398 | | | - | | 1,003,398 | | - | | - | | - | | - | | - | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
TOTAL STOCKHOLDERS EQUITY | | $ | 591,645,570 | | | $ | 8,604,535,152 | | $ | 598,571,306 | | $ | 599,215,534 | | $ | 592,289,799 | | $ | (1,222,897,698 | ) | $ | (2,464,736,466 | ) | $ | (2,633,325,838 | ) | $ | (3,482,006,218 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
INCOME STATEMENT REPORT INCOME STATEMENT | | $ | 847,027,552 | | | $ | - | | $ | - | | $ | - | | $ | 440,503,768 | | $ | 50,394,975 | | $ | - | | $ | 356,149,334 | | $ | (20,524 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES + EQUITY | | $ | (3,964,967,162 | ) | | $ | 11,953,441,751 | | $ | 598,571,307 | | $ | 599,215,534 | | $ | (5,422,143,507 | ) | $ | (1,173,892,714 | ) | $ | (2,456,502,320 | ) | $ | (4,541,818,390 | ) | $ | (3,521,838,823 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | MOR- 2 & 3 | |
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654
MONTH: October 2019
SCHEDULE OF POST-PETITION LIABILITIES
| Oct-19 | Nov-19 | Dec-19 | Jan-20 | Feb-20 | Mar-20 |
TRADE ACCOUNTS PAYABLE | $ | 12,804,720 | | | | | |
TAXES PAYABLE: | $ | - | | | | | |
Severance tax payable | $ | - | | | | | |
Other taxes payable | $ | - | | | | | |
| | | | | | | |
SECURED DEBT POST-PETITION | $ | - | | | | | |
ACCRUED INTEREST PAYABLE | $ | 11,040,566 | | | | | |
ACCRUED PROFESSIONAL FEES [2] | $ | 5,900,000 | | | | | |
OTHER ACCRUED LIABILITIES: | | | | | | | |
1. Insurance | $ | - | | | | | |
2. Asset retirement obligation | $ | - | | | | | |
3. Accrued LOE liability | $ | 6,261,085 | | | | | |
4. Accrued G&A liability | $ | 870,000 | | | | | |
5. Accrued Capex liability | $ | 26,161,000 | | | | | |
6. Owner advances payable | $ | - | | | | | |
7. Owner revenue payable | $ | 34,851,218 | | | | | |
8. Accrued wages | $ | 132,806 | | | | | |
TOTAL POST-PETITION LIABILITIES | $ | 98,021,395 | $ | - | $ | - | $ | - | $ | - | $ | - |
| | | | | | | | | | | | |
[2] Payment requires Bankruptcy Court approval. | MOR-4 |
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654
MONTH: October 2019
AGING OF POST-PETITION LIABILITIES
DAYS | TOTAL | TRADE ACCTS | FED TAXES | STATE TAXES | AD-VALOREM, OTHER TAXES | OTHER |
0-30 | $ | 12,804,720 | $ | 12,804,720 | $ | - | $ | - | $ | - | $ | - |
31-60 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
61-90 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
91 + | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
TOTAL | $ | 12,804,720 | $ | 12,804,720 | $ | - | $ | - | $ | - | $ | - |
AGING OF ACCOUNTS RECEIVABLE [3]
MONTH | Oct-19 | Nov-19 | Dec-19 | Jan-20 | Feb-20 | Mar-20 |
0-30 | $ | 101,248,776 | | | | | | | | | | |
31-60 | $ | (24,541) | | | | | | | | | | |
61-90 | $ | 1,113,895 | | | | | | | | | | |
91 + | $ | 154,130 | | | | | | | | | | |
TOTAL | $ | 102,492,260 | $ | - | $ | - | $ | - | $ | - | $ | - |
[3] Total Accounts Receivable balance does not include intercompany activity. | MOR-5 |
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | | PETITION DATE: October 3, 2019 |
| | |
CASE NUMBER: 19-35654 | | |
| | |
MONTH: October 2019
Consolidating Income Statement
Ending Balance at October 31, 2019
| | | | | | | | | | | | | | | | | | | | | | |
| | EP ENERGY CORPORATION | | | | | EPECO | | EPACQ | | EPELC | | 025 | | 625 | | 654 | | EPPCH | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | CONSOLIDATED
| | | ALL ELIMINATION COMPANIES | | EP ENERGY CORPORATION | | EPE ACQUISITION LLC | | EP ENERGY LLC | | EP ENERGY MANAGEMENT LLC | | EP ENERGY RESALE CO., LLC | | EP ENERGY E&P COMPANY, LP | | EP ENERGY GLOBAL LLC | | Everest Acquisition Finance Inc | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
INCOME | | | | | | | | | | | | | | | | | | | | | No Income | |
GAS REVENUE | | 4,123,032 | | | - | | - | | - | | - | | - | | - | | 4,123,032 | | - | | | |
OIL & CONDENSATE REVENUE | | 66,012,287 | | | - | | - | | - | | - | | - | | - | | 66,012,287 | | - | | | |
PLANT & PRODUCT REVENUE | | 5,190,803 | | | - | | - | | - | | - | | - | | - | | 5,190,803 | | - | | | |
MISCELLANEOUS REVENUE | | (6,201,430 | ) | | - | | - | | - | | (6,201,430 | ) | - | | - | | - | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
TOTAL REVENUE | | $ | 69,124,692 | | | $ | - | | $ | - | | $ | - | | $ | (6,201,430 | ) | $ | - | | $ | - | | $ | 75,326,122 | | $ | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
COMMODITY PURCHASES | | 8,560 | | | - | | - | | - | | - | | - | | - | | 8,560 | | - | | | |
TRANSPORTATION COST | | 8,065,108 | | | - | | - | | - | | - | | - | | - | | 8,065,108 | | - | | | |
O&M EXPENSES | | 12,718,927 | | | - | | - | | - | | - | | 166,396 | | - | | 12,552,530 | | - | | | |
G&A EXPENSES | | 8,234,932 | | | - | | (25 | ) | - | | 2,788,940 | | 5,112,149 | | - | | 333,867 | | - | | | |
GAIN & LOSS ON ASSET | | (3,076 | ) | | - | | - | | - | | - | | - | | - | | (3,076 | ) | - | | | |
DD&A EXPENSE | | 38,576,009 | | | - | | - | | - | | - | | - | | - | | 38,576,009 | | - | | | |
EXPLORATORY COSTS | | 257,229 | | | - | | - | | - | | - | | - | | - | | 257,229 | | - | | | |
TAXES OTHER THAN INCOME | | 6,286,751 | | | - | | 25 | | - | | - | | 214,279 | | - | | 6,072,447 | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
TOTAL EXPENSES | | $ | 74,144,439 | | | $ | - | | $ | - | | $ | - | | $ | 2,788,940 | | $ | 5,492,825 | | $ | - | | $ | 65,862,674 | | $ | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
INTEREST INCOME | | 182,441 | | | - | | - | | - | | 156,610 | | - | | - | | 25,831 | | - | | | |
OTHER INCOME & EXPENSE | | (19,514 | ) | | - | | - | | - | | - | | - | | - | | (19,514 | ) | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
OTHER INCOME / EXPENSE | | $ | 162,927 | | | $ | - | | $ | - | | $ | - | | $ | 156,610 | | $ | - | | $ | - | | $ | 6,317 | | $ | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
EARNINGS BEFORE INTEREST & TAXES (EBIT) | | $ | (4,856,820 | ) | | $ | - | | $ | - | | $ | - | | $ | (8,833,760 | ) | $ | (5,492,825 | ) | $ | - | | $ | 9,469,765 | | $ | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
INTEREST INCOME-AFFIL | | - | | | (1,446,778 | ) | - | | - | | 1,446,778 | | - | | - | | - | | - | | | |
INTEREST EXPENSE | | (32,378,337 | ) | | 1,446,778 | | - | | - | | (32,128,818 | ) | - | | - | | (1,696,297 | ) | - | | | |
CAPITALIZED INT | | 167,421 | | | - | | - | | - | | 167,421 | | - | | - | | - | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
NET INCOME BEFORE TAXES | | (37,067,737 | ) | | - | | - | | - | | (39,348,380 | ) | (5,492,825 | ) | - | | 7,773,468 | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
INCOME TAXES | | - | | | - | | - | | - | | - | | - | | - | | - | | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
NON EBIT INCOME EXPENSE | | $ | (32,210,917 | ) | | $ | - | | $ | - | | $ | - | | $ | (30,514,620 | ) | $ | - | | $ | - | | $ | (1,696,297 | ) | $ | - | | | |
| | | | | | | | | | | | | | | | | | | | | | |
NET INCOME | | $ | (37,067,737 | ) | | $ | - | | $ | - | | $ | - | | $ | (39,348,380 | ) | $ | (5,492,825 | ) | $ | - | | $ | 7,773,468 | | $ | - | | | |
MOR-6
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654 | | |
MONTH: October 2019 | | |
Cash Flow Statement 10/31/2019
Net Income (loss) | | $ | (37,067,737 | ) |
| | | |
| | | |
Depreciation, depletion & amort-PPE | | 38,273,751 | |
Depreciation, depletion & amort - ARO Liability | | 302,257 | |
Impairment charges / Loss (Gain) on Long Lived Assets | | (3,076 | ) |
Amortization of equity comp | | 780,552 | |
Accounts and notes receivable | | (17,398,102 | ) |
Accounts receivable with affiliates/Notes receivable | | 833 | |
Owner and royalties payable | | (11,273,768 | ) |
Accounts payable and accrued expenses | | 12,543,477 | |
Net price risk management activities | | 8,695,313 | |
Inventories | | 1,357,641 | |
Other current assets | | 1,025,396 | |
Accrued Interest | | 31,861,532 | |
Other current liabilities | | (548,876 | ) |
Non current assets | | 871,262 | |
Asset Retirement Obligations | | (222,619 | ) |
Non current liabilities | | (1,281,113 | ) |
Net cash provided by (used in) operating activities | | $ | 27,916,721 | |
| | | |
Capital expenditures | | (25,572,453 | ) |
Cash paid for acquisitions | | (222,598 | ) |
Proceeds from disposal of property, net of cash transferred | | 49,700 | |
Net cash provided by (used in) investing activities | | $ | (25,745,351 | ) |
| | | |
Other | | 249,429 | |
Net cash provided by (used in) financing activities | | $ | 249,429 | |
| | | |
Change in cash, cash equivalents and restricted cash | | $ | 2,420,799 | |
| | | |
Cash, cash equivalents and restricted cash -beginning Balance | | $ | 189,508,366 | |
| | | |
Cash, cash equivalents and restricted cash- ending Balance | | $ | 191,929,166 | |
MOR-7
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654 | | |
MONTH: October 2019 | | |
Cash Accounts as of October 31, 2019
Business Unit Name | | Bank Name | | Bank Account | | Bank Balance | | GL Reconcilation | | GL Total | |
| | | | | | | | | | | |
| | | | | | | | | | | |
025 - EP Energy Management LLC | | Bank of New York Mellon | | x4762 | | 211,581.65 | | | | 211,581.65 | |
| | | | | | | | | | | |
654 - EP Energy E&P Company L.P. | | | | | | 175,902.11 | | | | 175,902.11 | |
| | | | | | (120,164.25 | ) | | | (120,164.25 | ) |
| | Bank of New York Mellon | | x5751 | | 55,737.86 | | 183.01 | [1] | 55,920.87 | |
| | | | | | | | | | | |
| | Bank of New York Mellon | | x1930 | | 10,000,000.00 | | | | 10,000,000.00 | |
| | | | | | | | | | | |
| | | | | | 2,015,509.42 | | | | 2,015,509.42 | |
| | | | | | (11,025,420.55 | ) | | | (11,025,420.55 | ) |
| | Bank of New York Mellon | | x3654 | | (9,009,911.13 | ) | | | (9,009,911.13 | ) |
| | | | | | | | | | | |
EPECO - EP Energy Corporation | | Bank of New York Mellon | | x9722 | | 644,227.52 | | | | 644,227.52 | |
| | | | | | | | | | | |
EPELC - EP Energy LLC | | Bank of New York Mellon | | x0381 | | 5,304,115.39 | | | | 5,304,115.39 | |
| | | | | | | | | | | |
TOTAL FOR MELLON BANK | | | | | | $ | 7,205,751.29 | | $ | 183.01 | | $ | 7,205,934.30 | |
| | | | | | | | | | | |
025 - EP Energy Management LLC | | JP Morgan Chase Bank | | x2730 | | - | | | | - | |
| | | | | | | | | | | |
654 - EP Energy E&P Company L.P. | | JP Morgan Chase Bank | | x4743 | | - | | | | - | |
| | | | | | | | | | | |
| | | | | | - | | | | - | |
| | | | | | (1,064,629.77 | ) | | | (1,064,629.77 | ) |
| | JP Morgan Chase Bank | | x1509 | | (1,064,629.77 | ) | 155,447.44 | [2] | (909,182.33 | ) |
| | | | | | | | | | | |
| | JP Morgan Chase Bank | | x8572 | | 185,025.33 | | | | 185,025.33 | |
| | | | | | | | | | | |
EPELC - EP Energy LLC | | JP Morgan Chase Bank | | x0760 | | 3,707,035.56 | | | | 3,707,035.56 | |
| | | | | | | | | | | |
NEW BANK ACCOUNTS OPENED FOR ERP SYSTEM TRANSITION - NO ACTIVITY AS OF 10/31/19 | | | | | | | |
025 - EP Energy Management LLC | | JP Morgan Chase Bank | | x7695 | | - | | | | - | |
654 - EP Energy E&P Company L.P. | | JP Morgan Chase Bank | | x7109 | | - | | | | - | |
654 - EP Energy E&P Company L.P. | | JP Morgan Chase Bank | | x7216 | | - | | | | - | |
TOTAL FOR CHASE BANK | | | | | | $ | 2,827,431.12 | | $ | 155,447.44 | | $ | 2,982,878.56 | |
| | | | | | | | | | | |
| | | | Cash Managed By EP Energy Corp. | | $ | 10,033,182.41 | | $ | 155,630.45 | | $ | 10,188,812.86 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
654 - EP Energy E&P Company L.P. | | Mellon Overnight Investments | | x1930 - x3654 | | 4,960,020.63 | | | | 4,960,020.63 | |
| | | | | | | | | | | |
EPELC - EP Energy LLC | | Mellon Overnight Investments | | x0381 | | - | | | | - | |
| | | | | | | | | | | |
EPELC - EP Energy LLC | | JP Morgan Chase Bank | | x0682 | | 175,855,332.13 | | | | 175,855,332.13 | |
| | | | Temporary Cash Investments | | $ | 180,815,352.76 | | | | $ | 180,815,352.76 | |
| | | | | | | | | | | |
| | | | CASH AND CASH EQUIVALENT | | $ | 190,848,535.17 | | $ | 155,630.45 | | $ | 191,004,165.62 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
654 - EP Energy E&P Company L.P. | | JP Morgan Chase | | x1509 | | 925,000.00 | | | | 925,000.00 | |
| | | | RESTRICTED CASH | | $ | 925,000.00 | | | | $ | 925,000.00 | |
| | | | | | | | | | | |
| | | | TOTAL CASH LESS OUTSTANIDNG | | $ | 191,773,535.17 | | | | $ | 191,929,165.62 | |
| | | | | | | | | | | |
| | | | CHECKS OUTSTANDING | | $ | (12,210,214.57 | ) | | | | |
| | | | | | | | | | | |
| | | | TOTAL INCLUDING OUTSTANDING | | $ | 203,058,749.74 | | | | | |
[1] Checks to be voided for escheat payments to certain regulatory authorities
[2] Checks to be voided for payments to Directors of EP Energy and escheat payments to certain regulatory authorities
MOR-8 (1 of 2)
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654 | |
MONTH: October 2019 | |
EXHIBIT C - BENEFITING COMPANY
CASH ACCOUNT RECONCILIATION
| Case Number: | 19-35654 | 19-35653 | 19-35652 | 19-35649 | 19-35648 | 19-35647 | 19-35650 | 19-35651 |
| Consolidated | EP Energy Corporation | EPE Acquisition LLC | EP ENERGY L.L.C. | EP Energy Management, L.L.C. | EP ENERGY RESALE CO., L.L.C. | EP ENERGY E&P COMPANY, L.P. | EP Energy Global LLC | Everest Acquisition Finance Inc |
| TOTAL | | | | | | | | |
CHECKS/OTHER DISBURSEMENTS | $ | (98,932,678) | $ | - | $ | - | $ | (1,004,463) | $ | (4,994,790) | $ | - | $ | (92,933,424) | $ | - | $ | - |
| | | | | | | | | | | | | | | | | | |
MOR-8 (2 of 2)
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al. | PETITION DATE: October 3, 2019 |
CASE NUMBER: 19-35654 | |
MONTH: October 2019 | |
PAYMENTS TO INSIDERS AND PROFESSIONALS
Of the total disbursements shown for the month, list the amount paid to insiders (as defined in Section 101(31)(A)-(F) of the U. S. Bankruptcy Code) and the professionals. Also, for insiders identify the type of compensation paid (e.g., salary, commission, bonus, etc.) (Attach additional pages as necessary.)
INSIDER’S NAME (POSITION) | COMPENSATION TYPE | 10/4/19 - 10/31/19 | Nov-19 | Dec-19 | Jan-20 | Feb-20 | Mar-20 |
Employee 1 | Group Term Life Imputed Income | $ | 182 | | | | | |
Employee 1 | Expense Reimbursement | $ | 2 | | | | | |
Employee 1 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 1 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 1 | Base Salary | $ | 12,500 | | | | | |
Employee 1 | Base Salary | $ | 12,500 | | | | | |
Employee 1 | Transportation Subsidy | $ | 75 | | | | | |
Employee 1 | Benefit Dollars | $ | 8 | | | | | |
Employee 1 | Benefit Dollars | $ | 8 | | | | | |
Employee 1 | Group Term Life Imputed Income | $ | 182 | | | | | |
Employee 2 | Base Salary | $ | 16,667 | | | | | |
Employee 2 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 2 | Benefit Dollars | $ | 14 | | | | | |
Employee 2 | Transportation Subsidy | $ | 75 | | | | | |
Employee 2 | Benefit Dollars | $ | 14 | | | | | |
Employee 2 | Base Salary | $ | 16,667 | | | | | |
Employee 2 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 3 | Benefit Dollars | $ | 20 | | | | | |
Employee 3 | Base Salary | $ | 16,667 | | | | | |
Employee 3 | Transportation Subsidy | $ | 75 | | | | | |
Employee 3 | Benefit Dollars | $ | 20 | | | | | |
Employee 3 | Base Salary | $ | 16,667 | | | | | |
Employee 4 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 4 | Base Salary | $ | 12,500 | | | | | |
Employee 4 | Base Salary | $ | 12,500 | | | | | |
Employee 4 | Benefit Dollars | $ | 7 | | | | | |
Employee 4 | Transportation Subsidy | $ | 75 | | | | | |
Employee 4 | Group Term Life Imputed Income | $ | 182 | | | | | |
Employee 4 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 4 | Group Term Life Imputed Income | $ | 182 | | | | | |
Employee 4 | Benefit Dollars | $ | 7 | | | | | |
Employee 5 | Benefit Dollars | $ | 11 | | | | | |
Employee 5 | Base Salary | $ | 12,500 | | | | | |
Employee 5 | Group Term Life Imputed Income | $ | 28 | | | | | |
Employee 5 | Benefit Dollars | $ | 11 | | | | | |
Employee 5 | Group Term Life Imputed Income | $ | 28 | | | | | |
Employee 5 | Transportation Subsidy | $ | 75 | | | | | |
Employee 5 | Base Salary | $ | 12,500 | | | | | |
Employee 6 | Benefit Dollars | $ | 9 | | | | | |
Employee 6 | Transportation Subsidy | $ | 75 | | | | | |
Employee 6 | Benefit Dollars | $ | 9 | | | | | |
Employee 6 | Base Salary | $ | 14,583 | | | | | |
Employee 6 | Base Salary | $ | 14,583 | | | | | |
Employee 7 | Base Salary | $ | 35,417 | | | | | |
Employee 7 | Benefit Dollars | $ | 12 | | | | | |
Employee 7 | Expense Reimbursement | $ | 61 | | | | | |
Employee 7 | Benefit Dollars | $ | 12 | | | | | |
Employee 7 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 7 | Cell Phone Subsidy | $ | 25 | | | | | |
Employee 7 | Base Salary | $ | 35,417 | | | | | |
Employee 7 | Transportation Subsidy | $ | 75 | | | | | |
Employee 8 | Benefit Dollars | $ | 21 | | | | | |
Employee 8 | Base Salary | $ | 12,792 | | | | | |
Employee 8 | Expense Reimbursement | $ | 114 | | | | | |
Employee 8 | Base Salary | $ | 12,792 | | | | | |
Employee 8 | Group Term Life Imputed Income | $ | 121 | | | | | |
Employee 8 | Benefit Dollars | $ | 21 | | | | | |
Employee 8 | Group Term Life Imputed Income | $ | 121 | | | | | |
Employee 8 | Transportation Subsidy | $ | 75 | | | | | |
| | | | | | | |
TOTAL INSIDERS (MOR-1) | | $ | 269,451 | $ | - | $ | - | $ | - | $ | - | $ | - |
| | | | | | | |
PROFESSIONALS NAME/ORDER DATE | | 10/4/19 - 10/31/19 | Nov-19 | Dec-19 | Jan-20 | Feb-20 | Mar-20 |
| | $ | - | | | | | |
TOTAL PROFESSIONALS (MOR-1) | | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |