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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
March 1, 2007
Date of Report (Date of earliest event reported)
ENERGY PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 001-16179 72-1409562
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(Address of principal executive offices)
(504) 569-1875
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a - 12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition
On March 1, 2007, we issued a press release with respect to our 2006 fourth
quarter and 2006 year end earnings. The press release is furnished as Exhibit
99.1 to this Current Report and incorporated by reference herein. The press
release contains certain measures (discussed below), which may be deemed
"non-GAAP financial measures" as defined in Item 10 of Regulation S-K of the
Securities Exchange Act of 1934, as amended.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1,
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and will not be incorporated by
reference into any registration statement filed under the Securities Act of
1933, as amended, unless specifically identified therein as being incorporated
therein by reference.
Management discloses discretionary cash flow and adjusted non-GAAP net income.
These non-GAAP financial measures and reconciliations to the most comparable
GAAP financial measures for the fourth quarter and full year of 2007 are
included in Exhibit 99.1 to this Current Report, furnished to the Securities and
Exchange Commission.
Discretionary cash flow is defined as cash flow from operations before changes
in working capital and exploration expenditures. Discretionary cash flow is
widely accepted as a financial indicator of oil and natural gas company's
ability to generate cash, which is used to internally fund exploration and
development activities, pay dividends and service debt. Discretionary cash flow
is presented based on management's belief that this non-GAAP measure is useful
information to investors because it is widely used by professional research
analysts in the valuation, comparison, rating and investment recommendations of
companies within the oil and natural gas exploration and production industry.
The Company does not use this non-GAAP measure for any other purpose. Many
investors use the published research of these analysts in making their
investment decisions. Discretionary cash flow is not a measure of financial
performance under GAAP and should not be considered as an alternative to cash
flows from operating activities, as defined by GAAP, or as a measure of
liquidity, or an alternative to net income. Investors should be cautioned that
discretionary cash flow as reported by us may not be comparable in all instances
to discretionary cash flow as reported by other companies.
The Company reconciles net income (loss) as reported to an adjusted non-GAAP
amount and is provided as supplemental information, and should not be relied
upon as alternative measures to GAAP. The Company's management utilizes both the
GAAP and the non-GAAP results, calculated above, to evaluate the Company's
performance and believes that comparative analysis of results can be enhanced by
excluding the impact of the certain items. Management believes in certain cases,
the Company's GAAP results are not indicative of the Company's operating
performance for the applicable period, nor should they be considered in
developing trend analysis for future periods. Specifically, the Company believes
that it is useful to provide investors with information regarding the impact of
merger and acquisition costs as well as property impairments on the periods
presented because these items are not typical and are not expected to be
reoccuring at these levels.
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated March 1, 2007 announcing earnings
for the fourth quarter and year ended December 31, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: March 1, 2007
ENERGY PARTNERS, LTD.
By: /s/ Timothy R. Woodall
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Timothy R. Woodall
Executive Vice President and Chief
Financial Officer
(authorized officer and principal
financial officer)
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