| Supplemental Guarantor Information |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13. Supplemental Guarantor Information
Our payment obligations under the 8.50% Senior Notes and the Credit Agreement (see Note 5 and Note 12) are fully and unconditionally guaranteed by certain of our 100%-owned subsidiaries, including W & T Energy VI, LLC and W & T Energy VII, LLC (together, the “Guarantor Subsidiaries”). W & T Energy VII, LLC does not currently have any active operations or contain any assets. Guarantees of the 8.50% Senior Notes will be released under certain circumstances, including:
(1) in connection with any sale or other disposition of all or substantially all of the assets of a Guarantor Subsidiary (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary (as such term is defined in the indenture governing the 8.50% Senior Notes of the Company, if the sale or other disposition does not violate the “Asset Sales” provisions of the indenture;
(2) in connection with any sale or other disposition of the capital stock of such Guarantor Subsidiary to a person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sales” provisions of the indenture and the Guarantor Subsidiary ceases to be a subsidiary of the Company as a result of such sales or disposition;
(3) if such Guarantor Subsidiary is a Restricted Subsidiary and the Company designates such Guarantor Subsidiary as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;
(4) upon Legal Defeasance or Covenant Defeasance (as such terms are defined in the indenture) or upon satisfaction and discharge of the indenture;
(5) upon the liquidation or dissolution of such Guarantor Subsidiary, provided no event of default has occurred and is continuing; or
(6) at such time as such Guarantor Subsidiary is no longer required to be a Guarantor Subsidiary as described in the indenture, provided no event of default has occurred and is continuing.
The following condensed consolidating financial information presents the financial condition, results of operations and cash flows of the Parent Company and the Guarantor Subsidiaries, together with consolidating adjustments necessary to present the Company’s results on a consolidated basis. Transfers of property, including related ARO and deferred income tax liabilities, were made during 2014 from the Parent Company to the Guarantor Subsidiaries to assist the Parent Company to continue to qualify for a waiver of certain supplemental bonding requirements from the Bureau of Ocean Energy Management. As these transfers were transactions between entities under common control, the prior period financial information has been retrospectively adjusted for comparability purposes, as prescribed under authoritative guidance. The condensed consolidating financial information for the prior period ended March 31, 2014 was adjusted as if all transfers occurred at the beginning of the period presented. None of the above adjustments had any effect on the consolidated results for the current or prior periods presented.
Condensed Consolidating Balance Sheet as of March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
8,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,367
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales
|
|
27,184
|
|
|
|
18,937
|
|
|
|
—
|
|
|
|
46,121
|
|
|
Joint interest and other
|
|
115,017
|
|
|
|
—
|
|
|
|
(85,717
|
)
|
|
|
29,300
|
|
|
Total receivables
|
|
142,201
|
|
|
|
18,937
|
|
|
|
(85,717
|
)
|
|
|
75,421
|
|
|
Deferred income taxes
|
|
34,656
|
|
|
|
1,865
|
|
|
|
(33,325
|
)
|
|
|
3,196
|
|
|
Prepaid expenses and other assets
|
|
14,400
|
|
|
|
4,442
|
|
|
|
—
|
|
|
|
18,842
|
|
|
Total current assets
|
|
199,624
|
|
|
|
25,244
|
|
|
|
(119,042
|
)
|
|
|
105,826
|
|
|
Property and equipment – at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties and equipment
|
|
6,058,159
|
|
|
|
2,075,085
|
|
|
|
—
|
|
|
|
8,133,244
|
|
|
Furniture, fixtures and other
|
|
23,495
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,495
|
|
|
Total property and equipment
|
|
6,081,654
|
|
|
|
2,075,085
|
|
|
|
—
|
|
|
|
8,156,739
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
4,705,609
|
|
|
|
1,249,930
|
|
|
|
—
|
|
|
|
5,955,539
|
|
|
Net property and equipment
|
|
1,376,045
|
|
|
|
825,155
|
|
|
|
—
|
|
|
|
2,201,200
|
|
|
Restricted deposits for asset retirement obligations
|
|
15,501
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,501
|
|
|
Other assets
|
|
911,505
|
|
|
|
316,253
|
|
|
|
(1,211,224
|
)
|
|
|
16,534
|
|
|
Total assets
|
$
|
2,502,675
|
|
|
$
|
1,166,652
|
|
|
$
|
(1,330,266
|
)
|
|
$
|
2,339,061
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
122,627
|
|
|
$
|
5,650
|
|
|
$
|
—
|
|
|
$
|
128,277
|
|
|
Undistributed oil and natural gas proceeds
|
|
28,152
|
|
|
|
1,019
|
|
|
|
—
|
|
|
|
29,171
|
|
|
Asset retirement obligations
|
|
10,153
|
|
|
|
6,347
|
|
|
|
—
|
|
|
|
16,500
|
|
|
Accrued liabilities
|
|
28,592
|
|
|
|
85,345
|
|
|
|
(85,717
|
)
|
|
|
28,220
|
|
|
Total current liabilities
|
|
189,524
|
|
|
|
98,361
|
|
|
|
(85,717
|
)
|
|
|
202,168
|
|
|
Long-term debt, less current maturities
|
|
1,426,437
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,426,437
|
|
|
Asset retirement obligations, less current portion
|
|
240,943
|
|
|
|
123,780
|
|
|
|
—
|
|
|
|
364,723
|
|
|
Deferred income taxes
|
|
382
|
|
|
|
107,818
|
|
|
|
(33,325
|
)
|
|
|
74,875
|
|
|
Other liabilities
|
|
388,431
|
|
|
|
—
|
|
|
|
(374,531
|
)
|
|
|
13,900
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
Additional paid-in capital
|
|
417,325
|
|
|
|
703,237
|
|
|
|
(703,237
|
)
|
|
|
417,325
|
|
|
Retained earnings (accumulated deficit)
|
|
(136,201
|
)
|
|
|
133,456
|
|
|
|
(133,456
|
)
|
|
|
(136,201
|
)
|
|
Treasury stock, at cost
|
|
(24,167
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,167
|
)
|
|
Total shareholders’ equity
|
|
256,958
|
|
|
|
836,693
|
|
|
|
(836,693
|
)
|
|
|
256,958
|
|
|
Total liabilities and shareholders’ equity
|
$
|
2,502,675
|
|
|
$
|
1,166,652
|
|
|
$
|
(1,330,266
|
)
|
|
$
|
2,339,061
|
|
Condensed Consolidating Balance Sheet as of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
23,666
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,666
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales
|
|
41,820
|
|
|
|
25,422
|
|
|
|
—
|
|
|
|
67,242
|
|
|
Joint interest and other
|
|
142,885
|
|
|
|
—
|
|
|
|
(99,240
|
)
|
|
|
43,645
|
|
|
Total receivables
|
|
184,705
|
|
|
|
25,422
|
|
|
|
(99,240
|
)
|
|
|
110,887
|
|
|
Deferred income taxes
|
|
9,797
|
|
|
|
1,865
|
|
|
|
—
|
|
|
|
11,662
|
|
|
Prepaid expenses and other assets
|
|
28,728
|
|
|
|
7,619
|
|
|
|
—
|
|
|
|
36,347
|
|
|
Total current assets
|
|
246,896
|
|
|
|
34,906
|
|
|
|
(99,240
|
)
|
|
|
182,562
|
|
|
Property and equipment – at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties and equipment
|
|
6,038,915
|
|
|
|
2,006,751
|
|
|
|
—
|
|
|
|
8,045,666
|
|
|
Furniture, fixtures and other
|
|
23,269
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,269
|
|
|
Total property and equipment
|
|
6,062,184
|
|
|
|
2,006,751
|
|
|
|
—
|
|
|
|
8,068,935
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
4,442,899
|
|
|
|
1,132,179
|
|
|
|
—
|
|
|
|
5,575,078
|
|
|
Net property and equipment
|
|
1,619,285
|
|
|
|
874,572
|
|
|
|
—
|
|
|
|
2,493,857
|
|
|
Restricted deposits for asset retirement obligations
|
|
15,444
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,444
|
|
|
Other assets
|
|
974,049
|
|
|
|
349,912
|
|
|
|
(1,306,717
|
)
|
|
|
17,244
|
|
|
Total assets
|
$
|
2,855,674
|
|
|
$
|
1,259,390
|
|
|
$
|
(1,405,957
|
)
|
|
$
|
2,709,107
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
188,654
|
|
|
$
|
5,455
|
|
|
$
|
—
|
|
|
$
|
194,109
|
|
|
Undistributed oil and natural gas proceeds
|
|
36,130
|
|
|
|
879
|
|
|
|
—
|
|
|
|
37,009
|
|
|
Asset retirement obligations
|
|
30,711
|
|
|
|
5,292
|
|
|
|
—
|
|
|
|
36,003
|
|
|
Accrued liabilities
|
|
17,437
|
|
|
|
99,180
|
|
|
|
(99,240
|
)
|
|
|
17,377
|
|
|
Total current liabilities
|
|
272,932
|
|
|
|
110,806
|
|
|
|
(99,240
|
)
|
|
|
284,498
|
|
|
Long-term debt, less current maturities
|
|
1,360,057
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,360,057
|
|
|
Asset retirement obligations, less current portion
|
|
235,876
|
|
|
|
118,689
|
|
|
|
—
|
|
|
|
354,565
|
|
|
Deferred income taxes
|
|
59,616
|
|
|
|
127,372
|
|
|
|
—
|
|
|
|
186,988
|
|
|
Other liabilities
|
|
417,885
|
|
|
|
—
|
|
|
|
(404,194
|
)
|
|
|
13,691
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
Additional paid-in capital
|
|
414,580
|
|
|
|
703,440
|
|
|
|
(703,440
|
)
|
|
|
414,580
|
|
|
Retained earnings
|
|
118,894
|
|
|
|
199,083
|
|
|
|
(199,083
|
)
|
|
|
118,894
|
|
|
Treasury stock, at cost
|
|
(24,167
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,167
|
)
|
|
Total shareholders’ equity
|
|
509,308
|
|
|
|
902,523
|
|
|
|
(902,523
|
)
|
|
|
509,308
|
|
|
Total liabilities and shareholders’ equity
|
$
|
2,855,674
|
|
|
$
|
1,259,390
|
|
|
$
|
(1,405,957
|
)
|
|
$
|
2,709,107
|
|
Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
(In thousands)
|
|
|
Revenues
|
$
|
82,463
|
|
|
$
|
45,444
|
|
|
$
|
-
|
|
|
$
|
127,907
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
37,386
|
|
|
|
15,945
|
|
|
|
—
|
|
|
|
53,331
|
|
|
Production taxes
|
|
637
|
|
|
|
—
|
|
|
|
—
|
|
|
|
637
|
|
|
Gathering and transportation
|
|
2,548
|
|
|
|
2,276
|
|
|
|
—
|
|
|
|
4,824
|
|
|
Depreciation, depletion, amortization and accretion
|
|
75,152
|
|
|
|
50,315
|
|
|
|
—
|
|
|
|
125,467
|
|
|
Ceiling test write-down of oil and natural gas properties
|
|
190,695
|
|
|
|
69,695
|
|
|
|
—
|
|
|
|
260,390
|
|
|
General and administrative expenses
|
|
12,388
|
|
|
|
8,378
|
|
|
|
—
|
|
|
|
20,766
|
|
|
Total costs and expenses
|
|
318,806
|
|
|
|
146,609
|
|
|
|
—
|
|
|
|
465,415
|
|
|
Operating loss
|
|
(236,343
|
)
|
|
|
(101,165
|
)
|
|
|
—
|
|
|
|
(337,508
|
)
|
|
Loss of affiliates
|
|
(65,627
|
)
|
|
|
—
|
|
|
|
65,627
|
|
|
|
—
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred
|
|
22,230
|
|
|
|
714
|
|
|
|
—
|
|
|
|
22,944
|
|
|
Capitalized
|
|
(1,069
|
)
|
|
|
(714
|
)
|
|
|
—
|
|
|
|
(1,783
|
)
|
|
Loss before income tax benefit
|
|
(323,131
|
)
|
|
|
(101,165
|
)
|
|
|
65,627
|
|
|
|
(358,669
|
)
|
|
Income tax benefit
|
|
(68,036
|
)
|
|
|
(35,538
|
)
|
|
|
—
|
|
|
|
(103,574
|
)
|
|
Net loss
|
$
|
(255,095
|
)
|
|
$
|
(65,627
|
)
|
|
$
|
65,627
|
|
|
$
|
(255,095
|
)
|
Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
(In thousands)
|
|
|
Revenues
|
$
|
143,986
|
|
|
$
|
110,530
|
|
|
$
|
—
|
|
|
$
|
254,516
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
39,110
|
|
|
|
16,507
|
|
|
|
—
|
|
|
|
55,617
|
|
|
Production taxes
|
|
1,992
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,992
|
|
|
Gathering and transportation
|
|
3,338
|
|
|
|
1,958
|
|
|
|
—
|
|
|
|
5,296
|
|
|
Depreciation, depletion, amortization and accretion
|
|
62,431
|
|
|
|
60,875
|
|
|
|
—
|
|
|
|
123,306
|
|
|
General and administrative expenses
|
|
11,445
|
|
|
|
12,143
|
|
|
|
—
|
|
|
|
23,588
|
|
|
Derivative loss
|
|
7,492
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,492
|
|
|
Total costs and expenses
|
|
125,808
|
|
|
|
91,483
|
|
|
|
—
|
|
|
|
217,291
|
|
|
Operating income
|
|
18,178
|
|
|
|
19,047
|
|
|
|
—
|
|
|
|
37,225
|
|
|
Earnings of affiliates
|
|
12,451
|
|
|
|
—
|
|
|
|
(12,451
|
)
|
|
|
—
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred
|
|
20,679
|
|
|
|
781
|
|
|
|
—
|
|
|
|
21,460
|
|
|
Capitalized
|
|
(1,291
|
)
|
|
|
(781
|
)
|
|
|
—
|
|
|
|
(2,072
|
)
|
|
Income before income tax expense
|
|
11,241
|
|
|
|
19,047
|
|
|
|
(12,451
|
)
|
|
|
17,837
|
|
|
Income tax expense
|
|
52
|
|
|
|
6,596
|
|
|
|
—
|
|
|
|
6,648
|
|
|
Net income
|
$
|
11,189
|
|
|
$
|
12,451
|
|
|
$
|
(12,451
|
)
|
|
$
|
11,189
|
|
Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
Restated
|
|
|
|
(In thousands)
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(255,095
|
)
|
|
$
|
(65,627
|
)
|
|
$
|
65,627
|
|
|
$
|
(255,095
|
)
|
|
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion
|
|
75,152
|
|
|
|
50,315
|
|
|
|
—
|
|
|
|
125,467
|
|
|
Ceiling test write-down of oil and gas properties
|
|
190,695
|
|
|
|
69,695
|
|
|
|
—
|
|
|
|
260,390
|
|
|
Amortization of debt issuance costs and premium
|
|
156
|
|
|
|
—
|
|
|
|
—
|
|
|
|
156
|
|
|
Share-based compensation
|
|
2,816
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,816
|
|
|
Deferred income taxes
|
|
(83,649
|
)
|
|
|
(19,925
|
)
|
|
|
—
|
|
|
|
(103,574
|
)
|
|
Loss of affiliates
|
|
65,627
|
|
|
|
—
|
|
|
|
(65,627
|
)
|
|
|
—
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas receivables
|
|
14,636
|
|
|
|
6,485
|
|
|
|
—
|
|
|
|
21,121
|
|
|
Joint interest and other receivables
|
|
14,533
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14,533
|
|
|
Income taxes
|
|
15,287
|
|
|
|
(15,612
|
)
|
|
|
—
|
|
|
|
(325
|
)
|
|
Prepaid expenses and other assets
|
|
(21,690
|
)
|
|
|
68,599
|
|
|
|
(29,663
|
)
|
|
|
17,246
|
|
|
Asset retirement obligation settlements
|
|
(19,122
|
)
|
|
|
(432
|
)
|
|
|
—
|
|
|
|
(19,554
|
)
|
|
Accounts payable, accrued liabilities and other
|
|
(40,260
|
)
|
|
|
334
|
|
|
|
29,663
|
|
|
|
(10,263
|
)
|
|
Net cash provided by (used in) operating activities
|
|
(40,914
|
)
|
|
|
93,832
|
|
|
|
—
|
|
|
|
52,918
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in oil and natural gas properties and equipment
|
|
(18,750
|
)
|
|
|
(64,015
|
)
|
|
|
—
|
|
|
|
(82,765
|
)
|
|
Changes in operating assets and liabilities associated with investing activities
|
|
(22,562
|
)
|
|
|
(29,614
|
)
|
|
|
—
|
|
|
|
(52,176
|
)
|
|
Investment in subsidiary
|
|
203
|
|
|
|
—
|
|
|
|
(203
|
)
|
|
|
—
|
|
|
Purchases of furniture, fixtures and other
|
|
(226
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(226
|
)
|
|
Net cash used in investing activities
|
|
(41,335
|
)
|
|
|
(93,629
|
)
|
|
|
(203
|
)
|
|
|
(135,167
|
)
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings of long-term debt – revolving bank credit facility
|
|
82,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
82,000
|
|
|
Repayments of long-term debt – revolving bank credit facility
|
|
(15,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,000
|
)
|
|
Other
|
|
(50
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(50
|
)
|
|
Investment from parent
|
|
—
|
|
|
|
(203
|
)
|
|
|
203
|
|
|
|
—
|
|
|
Net cash provided by financing activities
|
|
66,950
|
|
|
|
(203
|
)
|
|
|
203
|
|
|
|
66,950
|
|
|
Decrease in cash and cash equivalents
|
|
(15,299
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,299
|
)
|
|
Cash and cash equivalents, beginning of period
|
|
23,666
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,666
|
|
|
Cash and cash equivalents, end of period
|
$
|
8,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,367
|
|
Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
(In thousands)
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
11,189
|
|
|
$
|
12,451
|
|
|
$
|
(12,451
|
)
|
|
$
|
11,189
|
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion
|
|
62,431
|
|
|
|
60,875
|
|
|
|
—
|
|
|
|
123,306
|
|
|
Amortization of debt issuance costs and premium
|
|
187
|
|
|
|
—
|
|
|
|
—
|
|
|
|
187
|
|
|
Share-based compensation
|
|
3,758
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,758
|
|
|
Derivative loss
|
|
7,492
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,492
|
|
|
Cash payments on derivative settlements
|
|
(4,670
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(4,670
|
)
|
|
Deferred income taxes
|
|
15,335
|
|
|
|
(8,690
|
)
|
|
|
—
|
|
|
|
6,645
|
|
|
Earnings of affiliates
|
|
(12,451
|
)
|
|
|
—
|
|
|
|
12,451
|
|
|
|
—
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas receivables
|
|
4,020
|
|
|
|
(1,205
|
)
|
|
|
—
|
|
|
|
2,815
|
|
|
Joint interest and other receivables
|
|
2,286
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,286
|
|
|
Income taxes
|
|
(15,321
|
)
|
|
|
15,286
|
|
|
|
—
|
|
|
|
(35
|
)
|
|
Prepaid expenses and other assets
|
|
(58,791
|
)
|
|
|
(29,717
|
)
|
|
|
91,217
|
|
|
|
2,709
|
|
|
Asset retirement obligations
|
|
(8,878
|
)
|
|
|
(7,464
|
)
|
|
|
—
|
|
|
|
(16,342
|
)
|
|
Accounts payable, accrued liabilities and other
|
|
86,795
|
|
|
|
1,137
|
|
|
|
(91,217
|
)
|
|
|
(3,285
|
)
|
|
Net cash provided by operating activities
|
|
93,382
|
|
|
|
42,673
|
|
|
|
—
|
|
|
|
136,055
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in oil and natural gas properties and equipment
|
|
(71,636
|
)
|
|
|
(23,431
|
)
|
|
|
—
|
|
|
|
(95,067
|
)
|
|
Changes in operating assets and liabilities associated with investing activities
|
|
6,316
|
|
|
|
(23,881
|
)
|
|
|
—
|
|
|
|
(17,565
|
)
|
|
Investment in subsidiary
|
|
(4,639
|
)
|
|
|
—
|
|
|
|
4,639
|
|
|
|
—
|
|
|
Purchases of furniture, fixtures and other
|
|
(260
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(260
|
)
|
|
Net cash used in investing activities
|
|
(70,219
|
)
|
|
|
(47,312
|
)
|
|
|
4,639
|
|
|
|
(112,892
|
)
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings of long-term debt – revolving bank credit facility
|
|
92,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
92,000
|
|
|
Repayments of long-term debt – revolving bank credit facility
|
|
(103,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(103,000
|
)
|
|
Dividends to shareholders
|
|
(7,563
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(7,563
|
)
|
|
Investment from parent
|
|
—
|
|
|
|
4,639
|
|
|
|
(4,639
|
)
|
|
|
—
|
|
|
Other
|
|
(65
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(65
|
)
|
|
Net cash used in financing activities
|
|
(18,628
|
)
|
|
|
4,639
|
|
|
|
(4,639
|
)
|
|
|
(18,628
|
)
|
|
Increase in cash and cash equivalents
|
|
4,535
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,535
|
|
|
Cash and cash equivalents, beginning of period
|
|
15,800
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,800
|
|
|
Cash and cash equivalents, end of period
|
$
|
20,335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,335
|
|
|