Supplemental Condensed Consolidating Financial Information | Note 12 - Supplemental Condensed Consolidating Financial Information In connection with issuing the 8.25% Senior Notes described in Note 6 - Indebtedness, all of our existing direct and indirect domestic subsidiaries (other than immaterial subsidiaries) eac h of which is 100% owned by EPL (the “Guarantor Subsidiaries”) , jointly and severally guaranteed the payment obligations under our 8.25% Senior Notes. The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Guarantor Subsidiary can be automatically released and relieved of its obligations under certain customary circumstances contained in the 2011 Indenture. So long as other applicable provisions of the indenture are adhered to, these customary circumstances include: when a Guarantor Subsidiary is declared “unrestricted” for covenant purposes, when the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied, or when the Guarantor Subsidiary is sold or sells all of its assets. The following supplemental financial information sets forth, on a consolidating basis, the balance sheets, statements of operations and cash flow information for EPL (Parent Company Only) and for the Guarantor Subsidiaries. We have not presented separate financial statements and other disclosures concerning the Guarantor Subsidiaries, or for any individual Guarantor Subsidiary, because management has determined that such information is not material to investors. The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements. The principal eliminating entries eliminate investments in subsidiaries and intercompany balances . EPL OIL & GAS, INC. Supplemental Condensed Consolidating Balance Sheet As of December 31, 2015 (UNAUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ - $ - $ - $ - Trade accounts receivable - net 42,480 - - 42,480 Intercompany receivables - 127,756 (127,756) - Restricted cash 6,025 - - 6,025 Prepaid expenses 2,631 - - 2,631 Total current assets 51,136 127,756 (127,756) 51,136 Property and equipment, net 478,477 2,949 - 481,426 Restricted cash 30,008 - - 30,008 Investment in affiliates 130,705 - (130,705) - Other assets and debt issuance costs, net of accumulated amortization 1,036 - - 1,036 Total assets $ 691,362 $ 130,705 $ (258,461) $ 563,606 LIABILITIES AND STOCKHOLDER'S DEFICIT Current liabilities: Accounts payable $ 33,076 $ - $ - $ 33,076 Due to EGC 202,767 - - 202,767 Intercompany payables 127,756 - (127,756) - Accrued liabilities 94,567 - - 94,567 Asset retirement obligations 29,077 - - 29,077 Total current liabilities 487,243 - (127,756) 359,487 Long-term debt 651,462 - - 651,462 Promissory note payable to EGC 325,000 - - 325,000 Asset retirement obligations 160,909 - - 160,909 Total liabilities 1,624,614 - (127,756) 1,496,858 Stockholder's equity (deficit): Preferred stock - - - - Common stock - - - - Additional paid-in capital 1,599,341 85,479 (85,479) 1,599,341 Retained earnings (accumulated deficit) (2,532,593) 45,226 (45,226) (2,532,593) Total stockholder's equity (deficit) (933,252) 130,705 (130,705) (933,252) Total liabilities and stockholder's equity (deficit) $ 691,362 $ 130,705 $ (258,461) $ 563,606 EPL OIL & GAS, INC. Supplemental Condensed Consolidating Balance Sheet As of June 30, 2015 (AUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 217 $ - $ - $ 217 Trade accounts receivable - net 71,406 - (83) 71,323 Intercompany receivables - 128,170 (128,170) - Derivative financial instruments 888 - - 888 Restricted cash 6,024 - - 6,024 Prepaid expenses 1,831 - - 1,831 Total current assets 80,366 128,170 (128,253) 80,283 Property and equipment, net 1,412,076 2,949 - 1,415,025 Investment in affiliates 130,705 - (130,705) - Other assets and debt issuance costs, net of accumulated amortization 1,039 - - 1,039 Total assets $ 1,624,186 $ 131,119 $ (258,958) $ 1,496,347 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 24,217 $ 414 $ (83) $ 24,548 Due to EGC 170,728 - - 170,728 Intercompany payables 128,170 - (128,170) - Accrued liabilities 95,981 - - 95,981 Asset retirement obligations 38,056 - - 38,056 Derivative financial instruments 1,057 - - 1,057 Current maturities of long-term debt 3,364 - - 3,364 Total current liabilities 461,573 414 (128,253) 333,734 Long-term debt 689,459 - - 689,459 Intercompany promissory note 325,000 - - 325,000 Asset retirement obligations 202,306 - - 202,306 Total liabilities 1,678,338 414 (128,253) 1,550,499 Stockholder's equity (deficit): Preferred stock - - - - Common stock - - - - Additional paid-in capital 1,599,341 85,479 (85,479) 1,599,341 Retained earnings (accumulated deficit) (1,653,493) 45,226 (45,226) (1,653,493) Total stockholder's equity (deficit) (54,152) 130,705 (130,705) (54,152) Total liabilities and stockholder's equity (deficit) $ 1,624,186 $ 131,119 $ (258,958) $ 1,496,347 EPL OIL & GAS, INC. Supplemental Condensed Consolidating Statement of Operations Three Months Ended December 31, 2015 (UNAUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) Revenues Oil sales $ 54,408 $ - $ - $ 54,408 Natural gas sales 8,256 - - 8,256 Gain on derivative instruments 906 - - 906 Total revenues 63,570 - - 63,570 Costs and expenses Lease operating 30,889 - - 30,889 Transportation 664 - - 664 Depreciation, depletion and amortization 62,333 - - 62,333 Accretion of asset retirement obligations 6,317 - - 6,317 Impairment of oil and natural gas properties 504,772 - - 504,772 General and administrative 9,978 - - 9,978 Taxes, other than on earnings 39 - - 39 Total costs and expenses 614,992 - - 614,992 Operating loss (551,422) - - (551,422) Other income (expense): Other income, net 2,393 - - 2,393 Gain on early extinguishment of debt 21,269 - - 21,269 Interest expense (16,772) - - (16,772) Total other income, net 6,890 - - 6,890 Loss before income taxes (544,532) - - (544,532) Income tax expense - - - - Net loss $ (544,532) $ - $ - $ (544,532) EPL OIL & GAS, INC. Supplemental Condensed Consolidating Statement of Operations Three Months Ended December 31, 2014 (UNAUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) Revenues Oil sales $ 109,070 $ 11,758 $ - $ 120,828 Natural gas sales 12,499 49 - 12,548 Gain on derivative instruments 22,262 - - 22,262 Total revenues 143,831 11,807 - 155,638 Costs and expenses Lease operating 50,044 5,260 - 55,304 Transportation 1,148 1 - 1,149 Depreciation, depletion and amortization 82,382 6,165 - 88,547 Accretion of asset retirement obligations 4,910 1,188 - 6,098 Impairment of oil and natural gas properties 690,312 - - 690,312 General and administrative 6,810 - - 6,810 Taxes, other than on earnings 494 1,450 - 1,944 Total costs and expenses 836,100 14,064 - 850,164 Operating loss (692,269) (2,257) - (694,526) Other income (expense): Other income, net 4 - - 4 Interest expense (10,947) - - (10,947) Income from equity investments (1,424) - 1,424 - Total other expense, net (12,367) - 1,424 (10,943) Loss before income taxes (704,636) (2,257) 1,424 (705,469) Income tax benefit (250,024) (833) - (250,857) Net loss $ (454,612) $ (1,424) $ 1,424 $ (454,612) EPL OIL & GAS, INC. Supplemental Condensed Consolidating Statement of Operations Six Months Ended December 31, 2015 (UNAUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) Revenues Oil sales $ 127,780 $ - $ - $ 127,780 Natural gas sales 20,874 - - 20,874 Gain on derivative instruments 3,684 - - 3,684 Total revenues 152,338 - - 152,338 Costs and expenses Lease operating 57,042 - - 57,042 Transportation 1,387 - - 1,387 Depreciation, depletion and amortization 119,993 - - 119,993 Accretion of asset retirement obligations 13,058 - - 13,058 Impairment of oil and natural gas properties 812,850 - - 812,850 General and administrative 17,922 - - 17,922 Taxes, other than on earnings (896) - - (896) Total costs and expenses 1,021,356 - - 1,021,356 Operating loss (869,018) - - (869,018) Other income (expense): Other income, net 2,405 - - 2,405 Gain on early extinguishment of debt 21,269 - - 21,269 Interest expense (33,756) - - (33,756) Total other expense, net (10,082) - - (10,082) Loss before income taxes (879,100) - - (879,100) Income tax expense - - - - Net loss $ (879,100) $ - $ - $ (879,100) EPL OIL & GAS, INC. Supplemental Condensed Consolidating Statement of Operations Six Months Ended December 31, 2014 (UNAUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) Revenues Oil sales $ 249,785 $ 29,359 $ - $ 279,144 Natural gas sales 26,354 148 - 26,502 Gain on derivative instruments 44,119 - - 44,119 Total revenues 320,258 29,507 - 349,765 Costs and expenses Lease operating 102,618 8,986 - 111,604 Transportation 1,772 2 - 1,774 Depreciation, depletion and amortization 150,387 11,905 - 162,292 Accretion of asset retirement obligations 10,252 2,027 - 12,279 Impairment of oil and natural gas properties 690,312 - - 690,312 Goodwill impairment 329,293 - - 329,293 General and administrative 14,852 - - 14,852 Taxes, other than on earnings 599 3,873 - 4,472 Other 21 - - 21 Total costs and expenses 1,300,106 26,793 - 1,326,899 Operating income (loss) (979,848) 2,714 - (977,134) Other income (expense): Other income, net 4 - - 4 Interest expense (21,848) - - (21,848) Income from equity investments 1,711 - (1,711) - Total other expense, net (20,133) - (1,711) (21,844) Income (loss) before income taxes (999,981) 2,714 (1,711) (998,978) Income tax benefit (239,013) 1,003 - (238,010) Net income (loss) $ (760,968) $ 1,711 $ (1,711) $ (760,968) EPL OIL & GAS, INC. Supplemental Condensed Consolidating Statement of Cash Flows Six Months Ended December 31 , 201 5 (UNAUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by operating activities $ 27,463 $ - $ - $ 27,463 Cash flows used in investing activities: Capital expenditures (16,122) - - (16,122) Net cash used in investing activities (16,122) - - (16,122) Cash flows provided by (used in) financing activities: Payments on long-term debt (3,395) - - (3,395) Cash restricted under revolving credit facility related to property sold (30,008) - - (30,008) Advances from EGC 22,034 - - 22,034 Debt issuance costs (189) - - (189) Net cash used in financing activities (11,558) - - (11,558) Net decrease in cash and cash equivalents (217) - - (217) Cash and cash equivalents at beginning of period 217 - - 217 Cash and cash equivalents at end of period $ - $ - $ - $ - EPL OIL & GAS, INC. Supplemental Condensed Consolidating Statement of Cash Flows Six Months Ended December 31 , 201 4 (UNAUDITED) Parent Company Guarantor Only Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by operating activities $ 93,232 $ 5,669 $ - $ 98,901 Cash flows used in investing activities: Property acquisitions (350) - - (350) Capital expenditures (233,421) (5,669) - (239,090) Other property and equipment additions (58) - - (58) Net cash used in investing activities (233,829) (5,669) - (239,498) Cash flows provided by financing activities: Advances from EGC 135,480 - - 135,480 Net cash provided by financing activities 135,480 - - 135,480 Net decrease in cash and cash equivalents (5,117) - - (5,117) Cash and cash equivalents at beginning of period 5,601 - - 5,601 Cash and cash equivalents at end of period $ 484 $ - $ - $ 484 |