Supplemental Guarantor Information (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Condensed Consolidating Balance Sheet |
The following unaudited condensed consolidating financial information presents the financial condition, results of operations and cash flows of W&T Offshore, Inc. (the “Parent Company”) and the Guarantor Subsidiaries, together with consolidating adjustments necessary to present the Company’s results on a consolidated basis.
Condensed Consolidating Balance Sheet as of December 31, 2013
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
15,800 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
15,800 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales |
|
|
75,486 |
|
|
|
21,266 |
|
|
|
— |
|
|
|
96,752 |
|
Joint interest and other |
|
|
27,984 |
|
|
|
— |
|
|
|
— |
|
|
|
27,984 |
|
Income taxes |
|
|
124,393 |
|
|
|
— |
|
|
|
(121,273 |
) |
|
|
3,120 |
|
Total receivables |
|
|
227,863 |
|
|
|
21,266 |
|
|
|
(121,273 |
) |
|
|
127,856 |
|
Prepaid expenses and other assets |
|
|
23,674 |
|
|
|
6,272 |
|
|
|
— |
|
|
|
29,946 |
|
Total current assets |
|
|
267,337 |
|
|
|
27,538 |
|
|
|
(121,273 |
) |
|
|
173,602 |
|
Property and equipment—at cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties and equipment |
|
|
6,770,396 |
|
|
|
568,701 |
|
|
|
— |
|
|
|
7,339,097 |
|
Furniture, fixtures and other |
|
|
21,431 |
|
|
|
— |
|
|
|
— |
|
|
|
21,431 |
|
Total property and equipment |
|
|
6,791,827 |
|
|
|
568,701 |
|
|
|
— |
|
|
|
7,360,528 |
|
Less accumulated depreciation, depletion and amortization |
|
|
4,784,932 |
|
|
|
299,772 |
|
|
|
— |
|
|
|
5,084,704 |
|
Net property and equipment |
|
|
2,006,895 |
|
|
|
268,929 |
|
|
|
— |
|
|
|
2,275,824 |
|
Restricted deposits for asset retirement obligations |
|
|
37,421 |
|
|
|
— |
|
|
|
— |
|
|
|
37,421 |
|
Other assets |
|
|
574,280 |
|
|
|
427,619 |
|
|
|
(981,444 |
) |
|
|
20,455 |
|
Total assets |
|
$ |
2,885,933 |
|
|
$ |
724,086 |
|
|
$ |
(1,102,717 |
) |
|
$ |
2,507,302 |
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
144,492 |
|
|
$ |
720 |
|
|
$ |
— |
|
|
$ |
145,212 |
|
Undistributed oil and natural gas proceeds |
|
|
41,735 |
|
|
|
372 |
|
|
|
— |
|
|
|
42,107 |
|
Asset retirement obligations |
|
|
75,977 |
|
|
|
1,808 |
|
|
|
— |
|
|
|
77,785 |
|
Accrued liabilities |
|
|
28,000 |
|
|
|
121,273 |
|
|
|
(121,273 |
) |
|
|
28,000 |
|
Total current liabilities |
|
|
290,204 |
|
|
|
124,173 |
|
|
|
(121,273 |
) |
|
|
293,104 |
|
Long-term debt, less current maturities |
|
|
1,205,421 |
|
|
|
— |
|
|
|
— |
|
|
|
1,205,421 |
|
Asset retirement obligations, less current portion |
|
|
238,270 |
|
|
|
38,367 |
|
|
|
— |
|
|
|
276,637 |
|
Deferred income taxes |
|
|
170,419 |
|
|
|
7,723 |
|
|
|
— |
|
|
|
178,142 |
|
Other liabilities |
|
|
441,009 |
|
|
|
— |
|
|
|
(427,621 |
) |
|
|
13,388 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Additional paid-in capital |
|
|
403,564 |
|
|
|
317,776 |
|
|
|
(317,776 |
) |
|
|
403,564 |
|
Retained earnings |
|
|
161,212 |
|
|
|
236,047 |
|
|
|
(236,047 |
) |
|
|
161,212 |
|
Treasury stock, at cost |
|
|
(24,167 |
) |
|
|
— |
|
|
|
— |
|
|
|
(24,167 |
) |
Total shareholders’ equity |
|
|
540,610 |
|
|
|
553,823 |
|
|
|
(553,823 |
) |
|
|
540,610 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,885,933 |
|
|
$ |
724,086 |
|
|
$ |
(1,102,717 |
) |
|
$ |
2,507,302 |
|
Condensed Consolidating Balance Sheet as of December 31, 2012
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
12,245 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12,245 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales |
|
|
80,729 |
|
|
|
17,004 |
|
|
|
— |
|
|
|
97,733 |
|
Joint interest and other |
|
|
56,439 |
|
|
|
— |
|
|
|
— |
|
|
|
56,439 |
|
Income taxes |
|
|
163,750 |
|
|
|
— |
|
|
|
(115,866 |
) |
|
|
47,884 |
|
Total receivables |
|
|
300,918 |
|
|
|
17,004 |
|
|
|
(115,866 |
) |
|
|
202,056 |
|
Prepaid expenses and other assets |
|
|
25,822 |
|
|
|
— |
|
|
|
— |
|
|
|
25,822 |
|
Total current assets |
|
|
338,985 |
|
|
|
17,004 |
|
|
|
(115,866 |
) |
|
|
240,123 |
|
Property and equipment—at cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties and equipment |
|
|
6,356,529 |
|
|
|
337,981 |
|
|
|
— |
|
|
|
6,694,510 |
|
Furniture, fixtures and other |
|
|
21,786 |
|
|
|
— |
|
|
|
— |
|
|
|
21,786 |
|
Total property and equipment |
|
|
6,378,315 |
|
|
|
337,981 |
|
|
|
— |
|
|
|
6,716,296 |
|
Less accumulated depreciation, depletion and amortization |
|
|
4,461,886 |
|
|
|
193,955 |
|
|
|
— |
|
|
|
4,655,841 |
|
Net property and equipment |
|
|
1,916,429 |
|
|
|
144,026 |
|
|
|
— |
|
|
|
2,060,455 |
|
Restricted deposits for asset retirement obligations |
|
|
28,466 |
|
|
|
— |
|
|
|
— |
|
|
|
28,466 |
|
Other assets |
|
|
442,540 |
|
|
|
407,008 |
|
|
|
(829,605 |
) |
|
|
19,943 |
|
Total assets |
|
$ |
2,726,420 |
|
|
$ |
568,038 |
|
|
$ |
(945,471 |
) |
|
$ |
2,348,987 |
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
123,792 |
|
|
$ |
93 |
|
|
$ |
— |
|
|
$ |
123,885 |
|
Undistributed oil and natural gas proceeds |
|
|
36,791 |
|
|
|
282 |
|
|
|
— |
|
|
|
37,073 |
|
Asset retirement obligations |
|
|
92,595 |
|
|
|
— |
|
|
|
35 |
|
|
|
92,630 |
|
Accrued liabilities |
|
|
20,755 |
|
|
|
116,132 |
|
|
|
(115,866 |
) |
|
|
21,021 |
|
Total current liabilities |
|
|
273,933 |
|
|
|
116,507 |
|
|
|
(115,831 |
) |
|
|
274,609 |
|
Long-term debt |
|
|
1,087,611 |
|
|
|
— |
|
|
|
— |
|
|
|
1,087,611 |
|
Asset retirement obligations, less current portion |
|
|
262,524 |
|
|
|
28,934 |
|
|
|
(35 |
) |
|
|
291,423 |
|
Deferred income taxes |
|
|
158,758 |
|
|
|
— |
|
|
|
(13,509 |
) |
|
|
145,249 |
|
Other liabilities |
|
|
402,407 |
|
|
|
— |
|
|
|
(393,499 |
) |
|
|
8,908 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Additional paid-in capital |
|
|
396,186 |
|
|
|
231,759 |
|
|
|
(231,759 |
) |
|
|
396,186 |
|
Retained earnings |
|
|
169,167 |
|
|
|
190,838 |
|
|
|
(190,838 |
) |
|
|
169,167 |
|
Treasury stock, at cost |
|
|
(24,167 |
) |
|
|
— |
|
|
|
— |
|
|
|
(24,167 |
) |
Total shareholders’ equity |
|
|
541,187 |
|
|
|
422,597 |
|
|
|
(422,597 |
) |
|
|
541,187 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,726,420 |
|
|
$ |
568,038 |
|
|
$ |
(945,471 |
) |
|
$ |
2,348,987 |
|
|
Condensed Consolidating Statement of Income |
Condensed Consolidating Statement of Income for the Twelve Months Ended December 31, 2013
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Revenues |
|
$ |
780,442 |
|
|
$ |
203,646 |
|
|
$ |
— |
|
|
$ |
984,088 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses |
|
|
252,511 |
|
|
|
18,328 |
|
|
|
— |
|
|
|
270,839 |
|
Production taxes |
|
|
7,135 |
|
|
|
— |
|
|
|
— |
|
|
|
7,135 |
|
Gathering and transportation |
|
|
13,747 |
|
|
|
3,763 |
|
|
|
— |
|
|
|
17,510 |
|
Depreciation, depletion and amortization |
|
|
324,794 |
|
|
|
105,817 |
|
|
|
— |
|
|
|
430,611 |
|
Asset retirement obligation accretion |
|
|
18,152 |
|
|
|
2,766 |
|
|
|
— |
|
|
|
20,918 |
|
General and administrative expenses |
|
|
78,649 |
|
|
|
3,225 |
|
|
|
— |
|
|
|
81,874 |
|
Derivative loss |
|
|
8,470 |
|
|
|
— |
|
|
|
— |
|
|
|
8,470 |
|
Total costs and expenses |
|
|
703,458 |
|
|
|
133,899 |
|
|
|
— |
|
|
|
837,357 |
|
Operating income |
|
|
76,984 |
|
|
|
69,747 |
|
|
|
— |
|
|
|
146,731 |
|
Earnings of affiliates |
|
|
45,209 |
|
|
|
— |
|
|
|
(45,209 |
) |
|
|
— |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred |
|
|
85,531 |
|
|
|
108 |
|
|
|
— |
|
|
|
85,639 |
|
Capitalized |
|
|
(9,950 |
) |
|
|
(108 |
) |
|
|
— |
|
|
|
(10,058 |
) |
Loss on extinguishment of debt |
|
|
128 |
|
|
|
— |
|
|
|
— |
|
|
|
128 |
|
Other income |
|
|
9,074 |
|
|
|
— |
|
|
|
— |
|
|
|
9,074 |
|
Income before income tax expense |
|
|
55,558 |
|
|
|
69,747 |
|
|
|
(45,209 |
) |
|
|
80,096 |
|
Income tax expense |
|
|
4,236 |
|
|
|
24,538 |
|
|
|
— |
|
|
|
28,774 |
|
Net income |
|
$ |
51,322 |
|
|
$ |
45,209 |
|
|
$ |
(45,209 |
) |
|
$ |
51,322 |
|
Condensed Consolidating Statement of Income for the Twelve Months Ended December 31, 2012
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Revenues |
|
$ |
659,203 |
|
|
$ |
215,288 |
|
|
$ |
— |
|
|
$ |
874,491 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses |
|
|
209,581 |
|
|
|
22,679 |
|
|
|
— |
|
|
|
232,260 |
|
Production taxes |
|
|
5,840 |
|
|
|
— |
|
|
|
— |
|
|
|
5,840 |
|
Gathering and transportation |
|
|
11,703 |
|
|
|
3,175 |
|
|
|
— |
|
|
|
14,878 |
|
Depreciation, depletion and amortization |
|
|
253,807 |
|
|
|
82,370 |
|
|
|
— |
|
|
|
336,177 |
|
Asset retirement obligation accretion |
|
|
17,463 |
|
|
|
2,592 |
|
|
|
— |
|
|
|
20,055 |
|
General and administrative expenses |
|
|
79,424 |
|
|
|
2,593 |
|
|
|
— |
|
|
|
82,017 |
|
Derivative loss |
|
|
13,954 |
|
|
|
— |
|
|
|
— |
|
|
|
13,954 |
|
Total costs and expenses |
|
|
591,772 |
|
|
|
113,409 |
|
|
|
— |
|
|
|
705,181 |
|
Operating income |
|
|
67,431 |
|
|
|
101,879 |
|
|
|
— |
|
|
|
169,310 |
|
Earnings of affiliates |
|
|
66,195 |
|
|
|
— |
|
|
|
(66,195 |
) |
|
|
— |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred |
|
|
63,268 |
|
|
|
— |
|
|
|
— |
|
|
|
63,268 |
|
Capitalized |
|
|
(13,274 |
) |
|
|
— |
|
|
|
— |
|
|
|
(13,274 |
) |
Other income |
|
|
215 |
|
|
|
— |
|
|
|
— |
|
|
|
215 |
|
Income before income tax expense |
|
|
83,847 |
|
|
|
101,879 |
|
|
|
(66,195 |
) |
|
|
119,531 |
|
Income tax expense |
|
|
11,863 |
|
|
|
35,684 |
|
|
|
— |
|
|
|
47,547 |
|
Net income |
|
$ |
71,984 |
|
|
$ |
66,195 |
|
|
$ |
(66,195 |
) |
|
$ |
71,984 |
|
Condensed Consolidating Statement of Income for the Twelve Months Ended December 31, 2011
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Revenues |
|
$ |
697,899 |
|
|
$ |
273,148 |
|
|
$ |
— |
|
|
$ |
971,047 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses |
|
|
182,165 |
|
|
|
37,041 |
|
|
|
— |
|
|
|
219,206 |
|
Production taxes |
|
|
4,275 |
|
|
|
— |
|
|
|
— |
|
|
|
4,275 |
|
Gathering and transportation |
|
|
12,676 |
|
|
|
4,244 |
|
|
|
— |
|
|
|
16,920 |
|
Depreciation, depletion and amortization |
|
|
214,740 |
|
|
|
84,275 |
|
|
|
— |
|
|
|
299,015 |
|
Asset retirement obligation accretion |
|
|
26,947 |
|
|
|
2,824 |
|
|
|
— |
|
|
|
29,771 |
|
General and administrative expenses |
|
|
71,714 |
|
|
|
2,582 |
|
|
|
— |
|
|
|
74,296 |
|
Derivative gain |
|
|
(1,896 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,896 |
) |
Total costs and expenses |
|
|
510,621 |
|
|
|
130,966 |
|
|
|
— |
|
|
|
641,587 |
|
Operating income |
|
|
187,278 |
|
|
|
142,182 |
|
|
|
— |
|
|
|
329,460 |
|
Earnings of affiliates |
|
|
92,533 |
|
|
|
— |
|
|
|
(92,533 |
) |
|
|
— |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred |
|
|
52,393 |
|
|
|
— |
|
|
|
— |
|
|
|
52,393 |
|
Capitalized |
|
|
(9,877 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,877 |
) |
Loss on extinguishment of debt |
|
|
22,694 |
|
|
|
— |
|
|
|
— |
|
|
|
22,694 |
|
Other income |
|
|
84 |
|
|
|
— |
|
|
|
— |
|
|
|
84 |
|
Income before income tax expense |
|
|
214,685 |
|
|
|
142,182 |
|
|
|
(92,533 |
) |
|
|
264,334 |
|
Income tax expense |
|
|
41,868 |
|
|
|
49,649 |
|
|
|
— |
|
|
|
91,517 |
|
Net income |
|
$ |
172,817 |
|
|
$ |
92,533 |
|
|
$ |
(92,533 |
) |
|
$ |
172,817 |
|
|
Condensed Consolidating Statement of Cash Flows |
Condensed Consolidating Statement of Cash Flows for the Twelve Months Ended December 31, 2013
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
51,322 |
|
|
$ |
45,209 |
|
|
$ |
(45,209 |
) |
|
$ |
51,322 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion |
|
|
342,946 |
|
|
|
108,583 |
|
|
|
— |
|
|
|
451,529 |
|
Amortization of debt issuance costs and premium |
|
|
1,645 |
|
|
|
— |
|
|
|
— |
|
|
|
1,645 |
|
Loss on extinguishment of debt |
|
|
128 |
|
|
|
— |
|
|
|
— |
|
|
|
128 |
|
Share-based compensation |
|
|
11,525 |
|
|
|
— |
|
|
|
— |
|
|
|
11,525 |
|
Derivative loss |
|
|
8,470 |
|
|
|
— |
|
|
|
— |
|
|
|
8,470 |
|
Cash payments on derivative settlements (realized) |
|
|
(8,589 |
) |
|
|
— |
|
|
|
— |
|
|
|
(8,589 |
) |
Deferred income taxes |
|
|
11,522 |
|
|
|
19,398 |
|
|
|
— |
|
|
|
30,920 |
|
Earnings of affiliates |
|
|
(45,209 |
) |
|
|
— |
|
|
|
45,209 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas receivables |
|
|
5,242 |
|
|
|
(4,262 |
) |
|
|
— |
|
|
|
980 |
|
Joint interest and other receivables |
|
|
28,566 |
|
|
|
— |
|
|
|
— |
|
|
|
28,566 |
|
Insurance proceeds |
|
|
5,691 |
|
|
|
— |
|
|
|
— |
|
|
|
5,691 |
|
Income taxes |
|
|
39,188 |
|
|
|
5,140 |
|
|
|
— |
|
|
|
44,328 |
|
Prepaid expenses and other assets |
|
|
(5,606 |
) |
|
|
(38,558 |
) |
|
|
34,120 |
|
|
|
(10,044 |
) |
Asset retirement obligations |
|
|
(79,950 |
) |
|
|
(1,593 |
) |
|
|
— |
|
|
|
(81,543 |
) |
Accounts payable and accrued liabilities |
|
|
27,415 |
|
|
|
717 |
|
|
|
— |
|
|
|
28,132 |
|
Other |
|
|
32,418 |
|
|
|
— |
|
|
|
(34,120 |
) |
|
|
(1,702 |
) |
Net cash provided by operating activities |
|
|
426,724 |
|
|
|
134,634 |
|
|
|
— |
|
|
|
561,358 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property interest in oil and natural gas properties |
|
|
(82,424 |
) |
|
|
— |
|
|
|
— |
|
|
|
(82,424 |
) |
Investment in oil and natural gas properties and equipment |
|
|
(331,303 |
) |
|
|
(220,651 |
) |
|
|
— |
|
|
|
(551,954 |
) |
Investment in subsidiary |
|
|
(86,017 |
) |
|
|
— |
|
|
|
86,017 |
|
|
|
— |
|
Proceeds from sales of assets and other, net |
|
|
21,008 |
|
|
|
— |
|
|
|
— |
|
|
|
21,008 |
|
Purchases of furniture, fixtures, misc. sales and other |
|
|
(1,435 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,435 |
) |
Net cash used in investing activities |
|
|
(480,171 |
) |
|
|
(220,651 |
) |
|
|
86,017 |
|
|
|
(614,805 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings of long-term debt - revolving bank credit facility |
|
|
563,000 |
|
|
|
— |
|
|
|
— |
|
|
|
563,000 |
|
Repayments of long-term debt - revolving bank credit facility |
|
|
(443,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
(443,000 |
) |
Debt issuance costs |
|
|
(3,892 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,892 |
) |
Dividends to shareholders |
|
|
(58,846 |
) |
|
|
— |
|
|
|
— |
|
|
|
(58,846 |
) |
Investment from parent |
|
|
— |
|
|
|
86,017 |
|
|
|
(86,017 |
) |
|
|
— |
|
Other |
|
|
(260 |
) |
|
|
— |
|
|
|
— |
|
|
|
(260 |
) |
Net cash provided by financing activities |
|
|
57,002 |
|
|
|
86,017 |
|
|
|
(86,017 |
) |
|
|
57,002 |
|
Increase in cash and cash equivalents |
|
|
3,555 |
|
|
|
— |
|
|
|
— |
|
|
|
3,555 |
|
Cash and cash equivalents, beginning of period |
|
|
12,245 |
|
|
|
— |
|
|
|
— |
|
|
|
12,245 |
|
Cash and cash equivalents, end of period |
|
$ |
15,800 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
15,800 |
|
Condensed Consolidating Statement of Cash Flows for the Twelve Months Ended December 31, 2012
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
71,984 |
|
|
$ |
66,195 |
|
|
$ |
(66,195 |
) |
|
$ |
71,984 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion |
|
|
271,270 |
|
|
|
84,962 |
|
|
|
— |
|
|
|
356,232 |
|
Amortization of debt issuance costs and premium |
|
|
2,575 |
|
|
|
— |
|
|
|
— |
|
|
|
2,575 |
|
Share-based compensation |
|
|
12,398 |
|
|
|
— |
|
|
|
— |
|
|
|
12,398 |
|
Derivative loss |
|
|
13,954 |
|
|
|
— |
|
|
|
— |
|
|
|
13,954 |
|
Cash payments on derivative settlements (realized) |
|
|
(7,664 |
) |
|
|
— |
|
|
|
— |
|
|
|
(7,664 |
) |
Deferred income taxes |
|
|
83,981 |
|
|
|
4,128 |
|
|
|
— |
|
|
|
88,109 |
|
Earnings of affiliates |
|
|
(66,195 |
) |
|
|
— |
|
|
|
66,195 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas receivables |
|
|
(2,597 |
) |
|
|
3,415 |
|
|
|
— |
|
|
|
818 |
|
Joint interest and other receivables |
|
|
(31,399 |
) |
|
|
— |
|
|
|
— |
|
|
|
(31,399 |
) |
Insurance proceeds |
|
|
2,576 |
|
|
|
— |
|
|
|
— |
|
|
|
2,576 |
|
Income taxes |
|
|
(89,568 |
) |
|
|
31,557 |
|
|
|
— |
|
|
|
(58,011 |
) |
Prepaid expenses and other assets |
|
|
7,442 |
|
|
|
(118,320 |
) |
|
|
118,318 |
|
|
|
7,440 |
|
Asset retirement obligations |
|
|
(112,199 |
) |
|
|
(628 |
) |
|
|
— |
|
|
|
(112,827 |
) |
Accounts payable and accrued liabilities |
|
|
40,530 |
|
|
|
(2,504 |
) |
|
|
— |
|
|
|
38,026 |
|
Other |
|
|
119,244 |
|
|
|
— |
|
|
|
(118,318 |
) |
|
|
926 |
|
Net cash provided by operating activities |
|
|
316,332 |
|
|
|
68,805 |
|
|
|
— |
|
|
|
385,137 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property interest in oil and natural gas properties |
|
|
(205,550 |
) |
|
|
— |
|
|
|
— |
|
|
|
(205,550 |
) |
Investment in oil and natural gas properties and equipment |
|
|
(410,508 |
) |
|
|
(68,805 |
) |
|
|
— |
|
|
|
(479,313 |
) |
Proceeds from sales of assets and other, net |
|
|
30,453 |
|
|
|
— |
|
|
|
— |
|
|
|
30,453 |
|
Purchases of furniture, fixtures, misc. sales and other |
|
|
(3,031 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,031 |
) |
Net cash used in investing activities |
|
|
(588,636 |
) |
|
|
(68,805 |
) |
|
|
— |
|
|
|
(657,441 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 8.50% Senior Notes |
|
|
318,000 |
|
|
|
— |
|
|
|
— |
|
|
|
318,000 |
|
Borrowings of long-term debt - revolving bank credit facility |
|
|
732,000 |
|
|
|
— |
|
|
|
— |
|
|
|
732,000 |
|
Repayments of long-term debt - revolving bank credit facility |
|
|
(679,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
(679,000 |
) |
Debt issuance costs |
|
|
(8,510 |
) |
|
|
— |
|
|
|
— |
|
|
|
(8,510 |
) |
Dividends to shareholders |
|
|
(82,832 |
) |
|
|
— |
|
|
|
— |
|
|
|
(82,832 |
) |
Other |
|
|
379 |
|
|
|
— |
|
|
|
— |
|
|
|
379 |
|
Net cash provided by financing activities |
|
|
280,037 |
|
|
|
— |
|
|
|
— |
|
|
|
280,037 |
|
Increase in cash and cash equivalents |
|
|
7,733 |
|
|
|
— |
|
|
|
— |
|
|
|
7,733 |
|
Cash and cash equivalents, beginning of period |
|
|
4,512 |
|
|
|
— |
|
|
|
— |
|
|
|
4,512 |
|
Cash and cash equivalents, end of period |
|
$ |
12,245 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12,245 |
|
Condensed Consolidating Statement of Cash Flows for the Twelve Months Ended December 31, 2011
|
|
Parent Company |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated W&T Offshore, Inc. |
|
|
|
(In thousands) |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
172,817 |
|
|
$ |
92,533 |
|
|
$ |
(92,533 |
) |
|
$ |
172,817 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion |
|
|
241,687 |
|
|
|
87,099 |
|
|
|
— |
|
|
|
328,786 |
|
Amortization of debt issuance costs |
|
|
2,010 |
|
|
|
— |
|
|
|
— |
|
|
|
2,010 |
|
Loss on extinguishment of debt |
|
|
22,694 |
|
|
|
— |
|
|
|
— |
|
|
|
22,694 |
|
Share-based compensation |
|
|
9,710 |
|
|
|
— |
|
|
|
— |
|
|
|
9,710 |
|
Derivative gain |
|
|
(1,896 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,896 |
) |
Cash payments on derivative settlements (realized) |
|
|
(9,873 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,873 |
) |
Deferred income taxes |
|
|
76,717 |
|
|
|
(14,882 |
) |
|
|
— |
|
|
|
61,835 |
|
Earnings of affiliates |
|
|
(92,533 |
) |
|
|
— |
|
|
|
92,533 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas receivables |
|
|
(27,709 |
) |
|
|
9,070 |
|
|
|
— |
|
|
|
(18,639 |
) |
Joint interest and other receivables |
|
|
375 |
|
|
|
— |
|
|
|
— |
|
|
|
375 |
|
Insurance proceeds |
|
|
20,771 |
|
|
|
— |
|
|
|
— |
|
|
|
20,771 |
|
Income taxes |
|
|
(71,655 |
) |
|
|
64,531 |
|
|
|
— |
|
|
|
(7,124 |
) |
Prepaid expenses and other assets |
|
|
(8,003 |
) |
|
|
(228,020 |
) |
|
|
228,214 |
|
|
|
(7,809 |
) |
Asset retirement obligations |
|
|
(59,958 |
) |
|
|
— |
|
|
|
— |
|
|
|
(59,958 |
) |
Accounts payable and accrued liabilities |
|
|
8,589 |
|
|
|
(514 |
) |
|
|
(194 |
) |
|
|
7,881 |
|
Other |
|
|
227,918 |
|
|
|
— |
|
|
|
(228,020 |
) |
|
|
(102 |
) |
Net cash provided by operating activities |
|
|
511,661 |
|
|
|
9,817 |
|
|
|
— |
|
|
|
521,478 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property interest in oil and natural gas properties |
|
|
(437,247 |
) |
|
|
— |
|
|
|
— |
|
|
|
(437,247 |
) |
Investment in oil and natural gas properties and equipment |
|
|
(277,147 |
) |
|
|
(4,632 |
) |
|
|
— |
|
|
|
(281,779 |
) |
Investment in subsidiary |
|
|
5,185 |
|
|
|
— |
|
|
|
(5,185 |
) |
|
|
— |
|
Proceeds from sales of assets and other, net |
|
|
15 |
|
|
|
— |
|
|
|
— |
|
|
|
15 |
|
Purchases of furniture, fixtures, misc. sales and other |
|
|
(3,660 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,660 |
) |
Net cash used in investing activities |
|
|
(712,854 |
) |
|
|
(4,632 |
) |
|
|
(5,185 |
) |
|
|
(722,671 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 8.50% Senior Notes |
|
|
600,000 |
|
|
|
— |
|
|
|
— |
|
|
|
600,000 |
|
Repurchase of 8.25% Senior Notes |
|
|
(450,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
(450,000 |
) |
Borrowings of long-term debt - revolving bank credit facility |
|
|
623,000 |
|
|
|
— |
|
|
|
— |
|
|
|
623,000 |
|
Repayments of long-term debt - revolving bank credit facility |
|
|
(506,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
(506,000 |
) |
Repurchase premium and debt issuance costs |
|
|
(32,288 |
) |
|
|
— |
|
|
|
— |
|
|
|
(32,288 |
) |
Dividends to shareholders |
|
|
(58,756 |
) |
|
|
— |
|
|
|
— |
|
|
|
(58,756 |
) |
Investment from parent |
|
|
— |
|
|
|
(5,185 |
) |
|
|
5,185 |
|
|
|
— |
|
Other |
|
|
1,094 |
|
|
|
— |
|
|
|
— |
|
|
|
1,094 |
|
Net cash provided by (used in) financing activities |
|
|
177,050 |
|
|
|
(5,185 |
) |
|
|
5,185 |
|
|
|
177,050 |
|
Decrease in cash and cash equivalents |
|
|
(24,143 |
) |
|
|
— |
|
|
|
— |
|
|
|
(24,143 |
) |
Cash and cash equivalents, beginning of period |
|
|
28,655 |
|
|
|
— |
|
|
|
— |
|
|
|
28,655 |
|
Cash and cash equivalents, end of period |
|
$ |
4,512 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,512 |
|
|