| Supplemental Guarantor Information |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
13. 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 March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
370,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
370,623
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales
|
|
197
|
|
|
|
27,706
|
|
|
|
—
|
|
|
|
27,903
|
|
|
Joint interest and other
|
|
116,184
|
|
|
|
—
|
|
|
|
(99,178
|
)
|
|
|
17,006
|
|
|
Total receivables
|
|
116,381
|
|
|
|
27,706
|
|
|
|
(99,178
|
)
|
|
|
44,909
|
|
|
Prepaid expenses and other assets
|
|
19,776
|
|
|
|
3,259
|
|
|
|
—
|
|
|
|
23,035
|
|
|
Total current assets
|
|
506,780
|
|
|
|
30,965
|
|
|
|
(99,178
|
)
|
|
|
438,567
|
|
|
Property and equipment – at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties and equipment
|
|
5,668,440
|
|
|
|
2,226,962
|
|
|
|
—
|
|
|
|
7,895,402
|
|
|
Furniture, fixtures and other
|
|
20,802
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,802
|
|
|
Total property and equipment
|
|
5,689,242
|
|
|
|
2,226,962
|
|
|
|
—
|
|
|
|
7,916,204
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
5,276,838
|
|
|
|
1,908,552
|
|
|
|
(76,465
|
)
|
|
|
7,108,925
|
|
|
Net property and equipment
|
|
412,404
|
|
|
|
318,410
|
|
|
|
76,465
|
|
|
|
807,279
|
|
|
Deferred income taxes
|
|
31,003
|
|
|
|
1,550
|
|
|
|
—
|
|
|
|
32,553
|
|
|
Restricted deposits for asset retirement obligations
|
|
16,171
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,171
|
|
|
Other assets
|
|
424,515
|
|
|
|
272,483
|
|
|
|
(692,773
|
)
|
|
|
4,225
|
|
|
Total assets
|
$
|
1,390,873
|
|
|
$
|
623,408
|
|
|
$
|
(715,486
|
)
|
|
$
|
1,298,795
|
|
|
Liabilities and Shareholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
82,318
|
|
|
$
|
9,727
|
|
|
$
|
—
|
|
|
$
|
92,045
|
|
|
Undistributed oil and natural gas proceeds
|
|
18,915
|
|
|
|
1,739
|
|
|
|
—
|
|
|
|
20,654
|
|
|
Asset retirement obligations
|
|
66,816
|
|
|
|
16,962
|
|
|
|
—
|
|
|
|
83,778
|
|
|
Accrued liabilities
|
|
39,486
|
|
|
|
99,178
|
|
|
|
(99,178
|
)
|
|
|
39,486
|
|
|
Current portion of long-term debt
|
|
138,999
|
|
|
|
—
|
|
|
|
—
|
|
|
|
138,999
|
|
|
Total current liabilities
|
|
346,534
|
|
|
|
127,606
|
|
|
|
(99,178
|
)
|
|
|
374,962
|
|
|
Long-term debt, less current maturities
|
|
1,345,954
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,345,954
|
|
|
Asset retirement obligations, less current portion
|
|
154,272
|
|
|
|
121,714
|
|
|
|
—
|
|
|
|
275,986
|
|
|
Other liabilities
|
|
335,043
|
|
|
|
—
|
|
|
|
(318,686
|
)
|
|
|
16,357
|
|
|
Shareholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
Additional paid-in capital
|
|
426,035
|
|
|
|
704,885
|
|
|
|
(704,885
|
)
|
|
|
426,035
|
|
|
Retained earnings (deficit)
|
|
(1,192,799
|
)
|
|
|
(330,797
|
)
|
|
|
407,263
|
|
|
|
(1,116,333
|
)
|
|
Treasury stock, at cost
|
|
(24,167
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,167
|
)
|
|
Total shareholders’ equity (deficit)
|
|
(790,930
|
)
|
|
|
374,088
|
|
|
|
(297,622
|
)
|
|
|
(714,464
|
)
|
|
Total liabilities and shareholders’ equity (deficit)
|
$
|
1,390,873
|
|
|
$
|
623,408
|
|
|
$
|
(715,486
|
)
|
|
$
|
1,298,795
|
|
Condensed Consolidating Balance Sheet as of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
85,414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,414
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales
|
|
2,742
|
|
|
|
32,263
|
|
|
|
—
|
|
|
|
35,005
|
|
|
Joint interest and other
|
|
121,190
|
|
|
|
—
|
|
|
|
(99,178
|
)
|
|
|
22,012
|
|
|
Total receivables
|
|
123,932
|
|
|
|
32,263
|
|
|
|
(99,178
|
)
|
|
|
57,017
|
|
|
Prepaid expenses and other assets
|
|
25,375
|
|
|
|
1,504
|
|
|
|
—
|
|
|
|
26,879
|
|
|
Total current assets
|
|
234,721
|
|
|
|
33,767
|
|
|
|
(99,178
|
)
|
|
|
169,310
|
|
|
Property and equipment – at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties and equipment
|
|
5,682,793
|
|
|
|
2,219,701
|
|
|
|
—
|
|
|
|
7,902,494
|
|
|
Furniture, fixtures and other
|
|
20,802
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,802
|
|
|
Total property and equipment
|
|
5,703,595
|
|
|
|
2,219,701
|
|
|
|
—
|
|
|
|
7,923,296
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
5,258,563
|
|
|
|
1,822,273
|
|
|
|
(147,589
|
)
|
|
|
6,933,247
|
|
|
Net property and equipment
|
|
445,032
|
|
|
|
397,428
|
|
|
|
147,589
|
|
|
|
990,049
|
|
|
Deferred income taxes
|
|
27,251
|
|
|
|
344
|
|
|
|
—
|
|
|
|
27,595
|
|
|
Restricted deposits for asset retirement obligations
|
|
15,606
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,606
|
|
|
Other assets
|
|
498,782
|
|
|
|
266,748
|
|
|
|
(760,068
|
)
|
|
|
5,462
|
|
|
Total assets
|
$
|
1,221,392
|
|
|
$
|
698,287
|
|
|
$
|
(711,657
|
)
|
|
$
|
1,208,022
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
100,282
|
|
|
$
|
9,515
|
|
|
$
|
—
|
|
|
$
|
109,797
|
|
|
Undistributed oil and natural gas proceeds
|
|
20,463
|
|
|
|
976
|
|
|
|
—
|
|
|
|
21,439
|
|
|
Asset retirement obligations
|
|
63,716
|
|
|
|
20,619
|
|
|
|
—
|
|
|
|
84,335
|
|
|
Accrued liabilities
|
|
11,922
|
|
|
|
99,178
|
|
|
|
(99,178
|
)
|
|
|
11,922
|
|
|
Total current liabilities
|
|
196,383
|
|
|
|
130,288
|
|
|
|
(99,178
|
)
|
|
|
227,493
|
|
|
Long-term debt, less current maturities
|
|
1,196,855
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,196,855
|
|
|
Asset retirement obligations, less current portion
|
|
173,105
|
|
|
|
120,882
|
|
|
|
—
|
|
|
|
293,987
|
|
|
Other liabilities
|
|
329,129
|
|
|
|
—
|
|
|
|
(312,951
|
)
|
|
|
16,178
|
|
|
Shareholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
Additional paid-in capital
|
|
423,499
|
|
|
|
704,885
|
|
|
|
(704,885
|
)
|
|
|
423,499
|
|
|
Retained earnings (deficit)
|
|
(1,073,413
|
)
|
|
|
(257,768
|
)
|
|
|
405,357
|
|
|
|
(925,824
|
)
|
|
Treasury stock, at cost
|
|
(24,167
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,167
|
)
|
|
Total shareholders’ equity
|
|
(674,080
|
)
|
|
|
447,117
|
|
|
|
(299,528
|
)
|
|
|
(526,491
|
)
|
|
Total liabilities and shareholders’ equity
|
$
|
1,221,392
|
|
|
$
|
698,287
|
|
|
$
|
(711,657
|
)
|
|
$
|
1,208,022
|
|
Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
W&T
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Offshore, Inc.
|
|
|
|
(In thousands)
|
|
|
Revenues
|
$
|
30,512
|
|
|
$
|
47,203
|
|
|
$
|
—
|
|
|
$
|
77,715
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
24,945
|
|
|
|
19,524
|
|
|
|
—
|
|
|
|
44,469
|
|
|
Production taxes
|
|
526
|
|
|
|
—
|
|
|
|
—
|
|
|
|
526
|
|
|
Gathering and transportation
|
|
1,553
|
|
|
|
3,539
|
|
|
|
—
|
|
|
|
5,092
|
|
|
Depreciation, depletion, amortization and accretion
|
|
20,623
|
|
|
|
38,161
|
|
|
|
4,949
|
|
|
|
63,733
|
|
|
Ceiling test write-down of oil and natural gas properties
|
|
—
|
|
|
|
50,384
|
|
|
|
66,175
|
|
|
|
116,559
|
|
|
General and administrative expenses
|
|
6,613
|
|
|
|
9,830
|
|
|
|
—
|
|
|
|
16,443
|
|
|
Derivative gain
|
|
(2,493
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,493
|
)
|
|
Total costs and expenses
|
|
51,767
|
|
|
|
121,438
|
|
|
|
71,124
|
|
|
|
244,329
|
|
|
Operating loss
|
|
(21,255
|
)
|
|
|
(74,235
|
)
|
|
|
(71,124
|
)
|
|
|
(166,614
|
)
|
|
Loss of affiliates
|
|
(73,029
|
)
|
|
|
—
|
|
|
|
73,029
|
|
|
|
—
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred
|
|
27,695
|
|
|
|
119
|
|
|
|
—
|
|
|
|
27,814
|
|
|
Capitalized
|
|
(224
|
)
|
|
|
(119
|
)
|
|
|
—
|
|
|
|
(343
|
)
|
|
Other expense, net
|
|
1,306
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,306
|
|
|
Loss before income tax benefit
|
|
(123,061
|
)
|
|
|
(74,235
|
)
|
|
|
1,905
|
|
|
|
(195,391
|
)
|
|
Income tax benefit
|
|
(3,676
|
)
|
|
|
(1,206
|
)
|
|
|
—
|
|
|
|
(4,882
|
)
|
|
Net loss
|
$
|
(119,385
|
)
|
|
$
|
(73,029
|
)
|
|
$
|
1,905
|
|
|
$
|
(190,509
|
)
|
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
|
|
22,232
|
|
|
|
714
|
|
|
|
—
|
|
|
|
22,946
|
|
|
Capitalized
|
|
(1,069
|
)
|
|
|
(714
|
)
|
|
|
—
|
|
|
|
(1,783
|
)
|
|
Other expense, net
|
|
(2
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(2
|
)
|
|
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 Cash Flows for the Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W&T
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
Offshore,
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Inc.
|
|
|
|
(In thousands)
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(119,385
|
)
|
|
$
|
(73,029
|
)
|
|
$
|
1,905
|
|
|
$
|
(190,509
|
)
|
|
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion
|
|
20,623
|
|
|
|
38,161
|
|
|
|
4,949
|
|
|
|
63,733
|
|
|
Ceiling test write-down of oil and natural gas properties
|
|
—
|
|
|
|
50,384
|
|
|
|
66,175
|
|
|
|
116,559
|
|
|
Debt issuance costs write-off/amortization of debt items
|
|
1,684
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,684
|
|
|
Share-based compensation
|
|
2,536
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,536
|
|
|
Derivative gain
|
|
(2,493
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,493
|
)
|
|
Cash receipts on derivative settlements, net
|
|
4,105
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,105
|
|
|
Deferred income taxes
|
|
(3,676
|
)
|
|
|
(1,206
|
)
|
|
|
—
|
|
|
|
(4,882
|
)
|
|
Loss of affiliates
|
|
73,029
|
|
|
|
—
|
|
|
|
(73,029
|
)
|
|
|
—
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas receivables
|
|
3,606
|
|
|
|
4,559
|
|
|
|
—
|
|
|
|
8,165
|
|
|
Joint interest and other receivables
|
|
4,979
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,979
|
|
|
Income taxes
|
|
(310
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(310
|
)
|
|
Prepaid expenses and other assets
|
|
3,072
|
|
|
|
(7,492
|
)
|
|
|
5,737
|
|
|
|
1,317
|
|
|
Asset retirement obligation settlements
|
|
(584
|
)
|
|
|
(2,596
|
)
|
|
|
—
|
|
|
|
(3,180
|
)
|
|
Accounts payable, accrued liabilities and other
|
|
14,773
|
|
|
|
18,969
|
|
|
|
(5,737
|
)
|
|
|
28,005
|
|
|
Net cash provided by operating activities
|
|
1,959
|
|
|
|
27,750
|
|
|
|
—
|
|
|
|
29,709
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in oil and natural gas properties and equipment
|
|
(3,147
|
)
|
|
|
(9,756
|
)
|
|
|
—
|
|
|
|
(12,903
|
)
|
|
Changes in operating assets and liabilities associated with
investing activities
|
|
(2,686
|
)
|
|
|
(17,994
|
)
|
|
|
—
|
|
|
|
(20,680
|
)
|
|
Proceeds from sales of assets
|
|
1,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,000
|
|
|
Net cash used in investing activities
|
|
(4,833
|
)
|
|
|
(27,750
|
)
|
|
|
—
|
|
|
|
(32,583
|
)
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings of long-term debt – revolving bank credit facility
|
|
340,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
340,000
|
|
|
Repayments of long-term debt – revolving bank credit facility
|
|
(52,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(52,000
|
)
|
|
Other
|
|
83
|
|
|
|
—
|
|
|
|
—
|
|
|
|
83
|
|
|
Net cash provided by financing activities
|
|
288,083
|
|
|
|
—
|
|
|
|
—
|
|
|
|
288,083
|
|
|
Increase in cash and cash equivalents
|
|
285,209
|
|
|
|
—
|
|
|
|
—
|
|
|
|
285,209
|
|
|
Cash and cash equivalents, beginning of period
|
|
85,414
|
|
|
|
—
|
|
|
|
—
|
|
|
|
85,414
|
|
|
Cash and cash equivalents, end of period
|
$
|
370,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
370,623
|
|
Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W&T
|
|
|
|
Parent
|
|
|
Guarantor
|
|
|
|
|
|
|
Offshore,
|
|
|
|
Company
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Inc.
|
|
|
|
(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 natural 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
|
)
|
|
Earnings 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 obligations
|
|
(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 (used in) 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
|
|
|