Condensed Consolidating Balance Sheet |
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 Income |
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
|
|
|