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 (Tables)

Supplemental Guarantor Information (Tables)

3 Months Ended

Mar. 31, 2016

Supplemental Guarantor Information [Abstract]

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

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

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

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