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

Annual report pursuant to Section 13 and 15(d)

Supplemental Guarantor Information

Supplemental Guarantor Information

12 Months Ended

Dec. 31, 2014

Supplemental Guarantor Information [Abstract]

Supplemental Guarantor Information

W&T OFFSHORE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Supplemental Guarantor Information

Our payment obligations under the 8.50% Senior Notes and the Credit Agreement (see Note 7) are fully and unconditionally guaranteed by our 100%-owned subsidiaries, 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 of the 8.50% Senior Notes 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 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 BOEM. 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 current and prior periods 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 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 Balance Sheet as of December 31, 2013

									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	15,800		$	—	$	—		$	15,800
Receivables:
Oil and natural gas sales		61,373			35,379		—			96,752
Joint interest and other		123,595			—		(92,491	)		31,104
Total receivables		184,968			35,379		(92,491	)		127,856
Deferred income taxes		584			-		—			584
Prepaid expenses and other assets		23,090			6,272		—			29,362
Total current assets		224,442			41,651		(92,491	)		173,602
Property and equipment – at cost:
Oil and natural gas properties and equipment		5,667,389			1,671,708		—			7,339,097
Furniture, fixtures and other		21,431			—		—			21,431
Total property and equipment		5,688,820			1,671,708		—			7,360,528
Less accumulated depreciation, depletion and amortization		4,166,359			918,345		—			5,084,704
Net property and equipment		1,522,461			753,363		—			2,275,824
Restricted deposits for asset retirement obligations		37,421			—		—			37,421
Other assets		951,203			479,820		(1,410,568	)		20,455
Total assets	$	2,735,527		$	1,274,834	$	(1,503,059	)	$	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		65,329			12,456		—			77,785
Accrued liabilities		28,000			92,491		(92,491	)		28,000
Total current liabilities		279,556			106,039		(92,491	)		293,104
Long-term debt, less current maturities		1,205,421			—		—			1,205,421
Asset retirement obligations, less current portion		189,507			87,130		—			276,637
Deferred income taxes		79,424			98,718		—			178,142
Other liabilities		441,009			—		(427,621	)		13,388
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		403,564			784,104		(784,104	)		403,564
Retained earnings		161,212			198,843		(198,843	)		161,212
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		540,610			982,947		(982,947	)		540,610
Total liabilities and shareholders’ equity	$	2,735,527		$	1,274,834	$	(1,503,059	)	$	2,507,302

Condensed Consolidating Statement of Operations for the Year Ended December 31, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	592,460		$	356,248		$	—		$	948,708
Operating costs and expenses:
Lease operating expenses		179,344			85,407			—			264,751
Production taxes		7,932			—			—			7,932
Gathering and transportation		11,712			8,109			—			19,821
Depreciation, depletion, amortization and accretion		276,636			213,833			—			490,469
Asset retirement obligations accretion		10,981			9,652			—			20,633
General and administrative expenses		48,084			38,915			—			86,999
Derivative gain		(3,965	)		—			—			(3,965	)
Total costs and expenses		530,724			355,916			—			886,640
Operating income		61,736			332			—			62,068
Earnings of affiliates		240			—			(240	)		—
Interest expense:
Incurred		84,460			2,462			—			86,922
Capitalized		(6,064	)		(2,462	)		—			(8,526	)
Other income, net		208			—			—			208
Income (loss) before income tax expense (benefit)		(16,212	)		332			(240	)		(16,120	)
Income tax expense (benefit)		(4,551	)		92			—			(4,459	)
Net income (loss)	$	(11,661	)	$	240		$	(240	)	$	(11,661	)

Condensed Consolidating Statement of Operations for the Year Ended December 31, 2013

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	631,267		$	352,821		$	—		$	984,088
Operating costs and expenses:
Lease operating expenses		202,096			68,743			—			270,839
Production taxes		7,135			—			—			7,135
Gathering and transportation		9,248			8,262			—			17,510
Depreciation, depletion, amortization and accretion		236,600			194,011			—			430,611
Asset retirement obligations accretion		14,218			6,700						20,918
General and administrative expenses		44,040			37,834			—			81,874
Derivative loss		8,470			—			—			8,470
Total costs and expenses		521,807			315,550			—			837,357
Operating income		109,460			37,271			—			146,731
Earnings of affiliates		24,400			—			(24,400	)		—
Interest expense:
Incurred		82,570			3,069			—			85,639
Capitalized		(6,989	)		(3,069	)		—			(10,058	)
Other income, net		8,946			—			—			8,946
Income before income tax expense		67,225			37,271			(24,400	)		80,096
Income tax expense		15,903			12,871			—			28,774
Net income	$	51,322		$	24,400		$	(24,400	)	$	51,322

Condensed Consolidating Statement of Operations for the Year Ended December 31, 2012

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	539,958		$	334,533		$	—		$	874,491
Operating costs and expenses:
Lease operating expenses		168,033			64,227			—			232,260
Production taxes		5,840			—			—			5,840
Gathering and transportation		10,197			4,681			—			14,878
Depreciation, depletion, amortization and accretion		187,039			149,138			—			336,177
Asset retirement obligations accretion		14,979			5,076						20,055
General and administrative expenses		45,260			36,757			—			82,017
Derivative loss		13,954			—			—			13,954
Total costs and expenses		445,302			259,879			—			705,181
Operating income		94,656			74,654			—			169,310
Earnings of affiliates		49,799			—			(49,799	)		—
Interest expense:
Incurred		60,778			2,490			—			63,268
Capitalized		(10,784	)		(2,490	)		—			(13,274	)
Other income, net		215			—			—			215
Income before income tax expense		94,676			74,654			(49,799	)		119,531
Income tax expense		22,692			24,855			—			47,547
Net income	$	71,984		$	49,799		$	(49,799	)	$	71,984

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income (loss)	$	(11,661	)	$	240		$	(240	)	$	(11,661	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		287,617			223,485			—			511,102
Amortization of debt issuance costs and premium		701			—			—			701
Share-based compensation		14,744			—			—			14,744
Derivative gain		(3,965	)		—			—			(3,965	)
Cash payments on derivative settlements, net		(5,318	)		—			—			(5,318	)
Deferred income taxes		(32,456	)		27,696			—			(4,760	)
Earnings of affiliates		(240	)		—			240			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		19,553			9,957			—			29,510
Joint interest and other receivables		(4,255	)		—			—			(4,255	)
Income taxes		30,747			(27,604	)		—			3,143
Prepaid expenses and other assets		25,555			12,882			(23,425	)		15,012
Asset retirement obligation settlements		(57,253	)		(17,060	)		—			(74,313	)
Accounts payable, accrued liabilities and other		12,816			5,242			23,425			41,483
Net cash provided by operating activities		276,585			234,838			—			511,423
Investing activities:
Acquisition of property interest in oil and natural gas properties		(17,407	)		(54,827	)		—			(72,234	)
Investment in oil and natural gas properties and equipment		(312,044	)		(242,334	)		—			(554,378	)
Investment in subsidiary		(62,323	)		—			62,323			—
Purchases of furniture, fixtures and other		(3,340	)		—			—			(3,340	)
Net cash used in investing activities		(395,114	)		(297,161	)		62,323			(629,952	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		556,000			—			—			556,000
Repayments of long-term debt – revolving bank credit facility		(399,000	)		—			—			(399,000	)
Dividends to shareholders		(30,260	)		—			—			(30,260	)
Other		(345	)		—			—			(345	)
Investment from parent		—			62,323			(62,323	)		—
Net cash provided in financing activities		126,395			62,323			(62,323	)		126,395
Increase in cash and cash equivalents		7,866			—			—			7,866
Cash and cash equivalents, beginning of period		15,800			—			—			15,800
Cash and cash equivalents, end of period	$	23,666		$	—		$	—		$	23,666

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2013

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	51,322		$	24,400		$	(24,400	)	$	51,322
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		250,818			200,711			—			451,529
Amortization of debt issuance costs and premium		1,645			—			—			1,645
Share-based compensation		11,525			—			—			11,525
Derivative loss		8,470			—			—			8,470
Cash payments on derivative settlements		(8,589	)		—			—			(8,589	)
Deferred income taxes		7,564			23,356			—			30,920
Earnings of affiliates		(24,400	)		—			24,400			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		6,182			(5,202	)		—			980
Joint interest and other receivables		34,257			—			—			34,257
Income taxes		54,813			(10,485	)		—			44,328
Prepaid expenses and other assets		(25,329	)		(18,835	)		34,120			(10,044	)
Asset retirement obligations		(65,438	)		(16,105	)		—			(81,543	)
Accounts payable, accrued liabilities and other		59,961			717			(34,120	)		26,558
Net cash provided by operating activities		362,801			198,557			—			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		(349,804	)		(202,150	)		—			(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 and other		(1,435	)		—			—			(1,435	)
Net cash used in investing activities		(416,248	)		(284,574	)		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 used in 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 Year Ended December 31, 2012

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	71,984		$	49,799		$	(49,799	)	$	71,984
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		202,018			154,214			—			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		(7,664	)		—			—			(7,664	)
Deferred income taxes		81,653			6,456			—			88,109
Earnings of affiliates		(49,799	)		—			49,799			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		(3,783	)		4,601			—			818
Joint interest and other receivables		(28,823	)		—			—			(28,823	)
Income taxes		(76,411	)		18,400			—			(58,011	)
Prepaid expenses and other assets		9,017			(119,895	)		118,318			7,440
Asset retirement obligations		(105,773	)		(7,054	)		—			(112,827	)
Accounts payable, accrued liabilities and other		159,774			(2,504	)		(118,318	)		38,952
Net cash provided by operating activities		281,120			104,017			—			385,137
Investing activities:
Acquisition of property interest in oil and natural gas properties		(151,429	)		(54,121	)		—			(205,550	)
Investment in oil and natural gas properties and equipment		(375,296	)		(104,017	)		—			(479,313	)
Investment in subsidiary		(54,121	)		—			54,121			—
Proceeds from sales of assets and other, net		30,453			—			—			30,453
Purchases of furniture, fixtures and other		(3,031	)		—			—			(3,031	)
Net cash used in investing activities		(553,424	)		(158,138	)		54,121			(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	)
Investment from parent		—			54,121			(54,121	)		—
Other		379			—			—			379
Net cash used in financing activities		280,037			54,121			(54,121	)		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