W&T Offshore, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Supplemental Guarantor Information

Supplemental Guarantor Information

6 Months Ended

Jun. 30, 2015

Supplemental Guarantor Information [Abstract]

Supplemental Guarantor Information

W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12. Supplemental Guarantor Information

Our payment obligations under the 8.50% Senior Notes, the 9.00% Term Loan and the Credit Agreement (see Note 5) are fully and unconditionally guaranteed by certain of our 100%-owned subsidiaries, including Energy VI 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, if the sale or other disposition does not violate the Asset Sales provisions (as such terms are define in certain debt documents);

(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 certain debt documents;

(4) upon Legal Defeasance or Covenant Defeasance (as such terms are defined in certain debt documents) or upon satisfaction and discharge of the certain debt documents;

(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 certain debt documents, 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 were made from the Parent Company to the Guarantor Subsidiaries. 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. None of the adjustments had any effect on the consolidated results for the current or prior periods presented.

Condensed Consolidating Balance Sheet as of June 30, 2015

									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	5,671		$	—	$	—		$	5,671
Receivables:
Oil and natural gas sales		23,109			28,848		—			51,957
Joint interest and other		114,021			—		(81,413	)		32,608
Total receivables		137,130			28,848		(81,413	)		84,565
Deferred income taxes		56,955			1,865		(52,000	)		6,820
Prepaid expenses and other assets		22,821			4,469		—			27,290
Total current assets		222,577			35,182		(133,413	)		124,346
Property and equipment – at cost:
Oil and natural gas properties and equipment		6,064,146			2,143,019		—			8,207,165
Furniture, fixtures and other		23,981			—		—			23,981
Total property and equipment		6,088,127			2,143,019		—			8,231,146
Less accumulated depreciation, depletion and amortization		4,937,933			1,368,186		—			6,306,119
Net property and equipment		1,150,194			774,833		—			1,925,027
Restricted deposits for asset retirement obligations		15,538			—		—			15,538
Other assets		868,316			293,570		(1,141,820	)		20,066
Total assets	$	2,256,625		$	1,103,585	$	(1,275,233	)	$	2,084,977
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	130,386		$	4,779	$	—		$	135,165
Undistributed oil and natural gas proceeds		28,650			1,043		—			29,693
Asset retirement obligations		34,992			6,502		—			41,494
Accrued liabilities		13,543			80,990		(81,413	)		13,120
Total current liabilities		207,571			93,314		(81,413	)		219,472
Long-term debt, less current maturities		1,468,870			—		—			1,468,870
Asset retirement obligations, less current portion		216,706			131,867		—			348,573
Deferred income taxes		382			85,908		(52,000	)		34,290
Other liabilities		363,884			—		(349,324	)		14,560
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		420,028			704,885		(704,885	)		420,028
Retained earnings (deficit)		(396,650	)		87,611		(87,611	)		(396,650	)
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity (deficit)		(788	)		792,496		(792,496	)		(788	)
Total liabilities and shareholders’ equity	$	2,256,625		$	1,103,585	$	(1,275,233	)	$	2,084,977

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			357,992		(1,314,797	)		17,244
Total assets	$	2,855,674		$	1,267,470	$	(1,414,037	)	$	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			207,163		(207,163	)		118,894
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		509,308			910,603		(910,603	)		509,308
Total liabilities and shareholders’ equity	$	2,855,674		$	1,267,470	$	(1,414,037	)	$	2,709,107

Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2015

									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries			Eliminations		Offshore, Inc.
	(In thousands)
Revenues	$	90,465		$	58,601		$	—	$	149,066
Operating costs and expenses:
Lease operating expenses		30,104			15,026			—		45,130
Production taxes		1,000			—			—		1,000
Gathering and transportation		2,769			2,024			—		4,793
Depreciation, depletion, amortization and accretion		58,023			45,319			—		103,342
Ceiling test write-down of oil and natural gas properties		181,300			71,472			—		252,772
General and administrative expenses		10,856			8,901			—		19,757
Derivative loss		1,078			—			—		1,078
Total costs and expenses		285,130			142,742			—		427,872
Operating loss		(194,665	)		(84,141	)		—		(278,806	)
Loss of affiliates		(54,548	)		—			54,548		—
Interest expense:
Incurred		25,322			794			—		26,116
Capitalized		(1,230	)		(794	)		—		(2,024	)
Debt issuance costs write-off and other, net		1,685			—			—		1,685
Loss before income tax benefit		(274,990	)		(84,141	)		54,548		(304,583	)
Income tax benefit		(14,541	)		(29,593	)		—		(44,134	)
Net loss	$	(260,449	)	$	(54,548	)	$	54,548	$	(260,449	)

Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2015

									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries			Eliminations		Offshore, Inc.
	(In thousands)
Revenues	$	167,808		$	109,165		$	—	$	276,973
Operating costs and expenses:
Lease operating expenses		67,742			30,719			—		98,461
Production taxes		1,637			—			—		1,637
Gathering and transportation		5,334			4,283			—		9,617
Depreciation, depletion, amortization and accretion		129,374			99,435			—		228,809
Ceiling test write-down of oil and natural gas properties		371,995			141,167			—		513,162
General and administrative expenses		22,615			17,908			—		40,523
Derivative loss		1,078			—			—		1,078
Total costs and expenses		599,775			293,512			—		893,287
Operating loss		(431,967	)		(184,347	)		—		(616,314	)
Loss of affiliates		(119,552	)		—			119,552		—
Interest expense:
Incurred		47,554			1,508			—		49,062
Capitalized		(2,299	)		(1,508	)		—		(3,807	)
Debt issuance costs write-off and other, net		1,683			—			—		1,683
Loss before income tax benefit		(598,457	)		(184,347	)		119,552		(663,252	)
Income tax benefit		(82,913	)		(64,795	)		—		(147,708	)
Net loss	$	(515,544	)	$	(119,552	)	$	119,552	$	(515,544	)

Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	156,033		$	106,961		$	—		$	262,994
Operating costs and expenses:
Lease operating expenses		40,846			20,919			—			61,765
Production taxes		1,842			—			—			1,842
Gathering and transportation		2,232			1,753			—			3,985
Depreciation, depletion, amortization and accretion		68,921			59,315			—			128,236
General and administrative expenses		10,269			9,413			—			19,682
Derivative loss		13,079			—			—			13,079
Total costs and expenses		137,189			91,400			—			228,589
Operating income		18,844			15,561			—			34,405
Earnings of affiliates		10,252			—			(10,252	)		—
Interest expense:
Incurred		20,617			837			—			21,454
Capitalized		(1,322	)		(837	)		—			(2,159	)
Income before income tax expense		9,801			15,561			(10,252	)		15,110
Income tax expense (benefit)		(36	)		5,309			—			5,273
Net income	$	9,837		$	10,252		$	(10,252	)	$	9,837

Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	302,156		$	215,354		$	—		$	517,510
Operating costs and expenses:
Lease operating expenses		80,172			37,212			—			117,384
Production taxes		3,834			—			—			3,834
Gathering and transportation		5,580			3,701			—			9,281
Depreciation, depletion, amortization and accretion		132,117			119,425			—			251,542
General and administrative expenses		21,850			21,420			—			43,270
Derivative loss		20,571			—			—			20,571
Total costs and expenses		264,124			181,758			—			445,882
Operating income		38,032			33,596			—			71,628
Earnings of affiliates		21,940			—			(21,940	)		—
Interest expense:
Incurred		41,294			1,618			—			42,912
Capitalized		(2,613	)		(1,618	)		—			(4,231	)
Income before income tax expense		21,291			33,596			(21,940	)		32,947
Income tax expense (benefit)		265			11,656			—			11,921
Net income	$	21,026		$	21,940		$	(21,940	)	$	21,026

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2015

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	Restated
	(In thousands)
Operating activities:
Net loss	$	(515,544	)	$	(119,552	)	$	119,552		$	(515,544	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion, amortization and accretion		129,374			99,435			—			228,809
Ceiling test write-down of oil and gas properties		371,995			141,167			—			513,162
Debt issuance costs write-off/amortization of debt items		2,432			—			—			2,432
Share-based compensation		5,708			—			—			5,708
Derivative loss		1,078			—			—			1,078
Deferred income taxes		(105,818	)		(41,890	)		—			(147,708	)
Loss of affiliates		119,552			—			(119,552	)		—
Changes in operating assets and liabilities:
Oil and natural gas receivables		18,710			(3,425	)		—			15,285
Joint interest and other receivables		11,036			—			—			11,036
Income taxes		22,580			(22,905	)		—			(325	)
Prepaid expenses and other assets		(31,091	)		94,890			(54,870	)		8,929
Asset retirement obligation settlements		(21,146	)		(793	)		—			(21,939	)
Accounts payable, accrued liabilities and other		(74,370	)		(513	)		54,870			(20,013	)
Net cash provided by (used in) operating activities		(65,504	)		146,414			—			80,910
Investing activities:
Investment in oil and natural gas properties and equipment		(25,313	)		(125,681	)		—			(150,994	)
Changes in operating assets and liabilities associated with investing activities		(28,671	)		(22,178	)		—			(50,849	)
Investment in subsidiary		(1,445	)		—			1,445			—
Purchases of furniture, fixtures and other		(709	)		—			—			(709	)
Net cash used in investing activities		(56,138	)		(147,859	)		1,445			(202,552	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		194,000			—			—			194,000
Repayments of long-term debt – revolving bank credit facility		(381,000	)		—			—			(381,000	)
Issuance of 9.00% Term Loan		297,000			—			—			297,000
Debt issuance costs		(6,407	)		—			—			(6,407	)
Other		54			—			—			54
Investment from parent		—			1,445			(1,445	)		—
Net cash provided by financing activities		103,647			1,445			(1,445	)		103,647
Decrease in cash and cash equivalents		(17,995	)		—			—			(17,995	)
Cash and cash equivalents, beginning of period		23,666			—			—			23,666
Cash and cash equivalents, end of period	$	5,671		$	—		$	—		$	5,671

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	21,026		$	21,940		$	(21,940	)	$	21,026
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		132,117			119,425			—			251,542
Amortization of debt issuance costs and premium		366			—			—			366
Share-based compensation		7,644			—			—			7,644
Derivative loss		20,571			—			—			20,571
Cash payments on derivative settlements		(14,310	)		—			—			(14,310	)
Deferred income taxes		25,078			(13,157	)		—			11,921
Earnings of affiliates		(21,940	)		—			21,940			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		7,636			(5,301	)		—			2,335
Joint interest and other receivables		3,550			—			—			3,550
Income taxes		(21,896	)		24,814			—			2,918
Prepaid expenses and other assets		(139,575	)		(75,210	)		219,224			4,439
Asset retirement obligations		(18,583	)		(11,755	)		—			(30,338	)
Accounts payable, accrued liabilities and other		206,754			5,266			(219,224	)		(7,204	)
Net cash provided by operating activities		208,438			66,022			—			274,460
Investing activities:
Acquisition of property interest in oil and natural gas properties		—			(53,363	)		—			(53,363	)
Investment in oil and natural gas properties and equipment		(157,128	)		(55,552	)		—			(212,680	)
Changes in operating assets and liabilities associated with investing activities		12,395			(15,805	)		—			(3,410	)
Investment in subsidiary		(58,698	)		—			58,698			—
Purchases of furniture, fixtures and other		(1,715	)		—			—			(1,715	)
Net cash used in investing activities		(205,146	)		(124,720	)		58,698			(271,168	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		220,000			—			—			220,000
Repayments of long-term debt – revolving bank credit facility		(200,000	)		—			—			(200,000	)
Dividends to shareholders		(15,129	)		—			—			(15,129	)
Other		(116	)		—			—			(116	)
Investment from parent		—			58,698			(58,698	)		—
Net cash used in financing activities		4,755			58,698			(58,698	)		4,755
Increase in cash and cash equivalents		8,047			—			—			8,047
Cash and cash equivalents, beginning of period		15,800			—			—			15,800
Cash and cash equivalents, end of period	$	23,847		$	—		$	—		$	23,847