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, 2014

Condensed Consolidating Balance Sheet as of March 31, 2014

									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	20,335		$	—	$	—		$	20,335
Receivables:
Oil and natural gas sales		66,314			27,623		—			93,937
Joint interest and other		27,588			—		—			27,588
Income tax		92,708			—		(89,553	)		3,155
Total receivables		186,610			27,623		(89,553	)		124,680
Prepaid expenses and other assets		21,769			5,246		—			27,015
Total current assets		228,714			32,869		(89,553	)		172,030
Property and equipment – at cost:
Oil and natural gas properties and equipment		6,624,335			819,398		—			7,443,733
Furniture, fixtures and other		21,633			—		—			21,633
Total property and equipment		6,645,968			819,398		—			7,465,366
Less accumulated depreciation, depletion and amortization		4,862,077			340,889		—			5,202,966
Net property and equipment		1,783,891			478,509		—			2,262,400
Restricted deposits for asset retirement obligations		39,961			—		—			39,961
Other assets		780,337			518,958		(1,279,082	)		20,213
Total assets	$	2,832,903		$	1,030,336	$	(1,368,635	)	$	2,494,604
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	113,459		$	1,885	$	—		$	115,344
Undistributed oil and natural gas proceeds		37,968			344		—			38,312
Asset retirement obligations		66,080			2,599		—			68,679
Accrued liabilities		—			133,251		(89,553	)		43,698
Total current liabilities		217,507			138,079		(89,553	)		266,033
Long-term debt, less current maturities		1,193,847			—		—			1,193,847
Asset retirement obligations, less current portion		210,959			74,761		—			285,720
Deferred income taxes		130,811			57,372		—			188,183
Other liabilities		532,455			—		(518,958	)		13,497
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		406,752			509,326		(509,326	)		406,752
Retained earnings		164,738			250,798		(250,798	)		164,738
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		547,324			760,124		(760,124	)		547,324
Total liabilities and shareholders’ equity	$	2,832,903		$	1,030,336	$	(1,368,635	)	$	2,494,604

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		75,486			21,266		—			96,752
Joint interest and other		27,984			—		—			27,984
Income tax		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
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 Statement of Income

Condensed Consolidating Statement of Income for the Three Months Ended March 31, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	176,657		$	77,859		$	—		$	254,516
Operating costs and expenses:
Lease operating expenses		46,148			9,469			—			55,617
Production taxes		1,992			—			—			1,992
Gathering and transportation		3,984			1,312			—			5,296
Depreciation, depletion, amortization and accretion		81,105			42,201			—			123,306
General and administrative expenses		21,364			2,224			—			23,588
Derivative loss		7,492			—			—			7,492
Total costs and expenses		162,085			55,206			—			217,291
Operating income		14,572			22,653			—			37,225
Earnings of affiliates		14,751			—			(14,751	)		—
Interest expense:
Incurred		21,293			167			—			21,460
Capitalized		(1,905	)		(167	)		—			(2,072	)
Income before income tax expense		9,935			22,653			(14,751	)		17,837
Income tax expense		(1,254	)		7,902			—			6,648
Net income	$	11,189		$	14,751		$	(14,751	)	$	11,189

Condensed Consolidating Statement of Income for the Three Months Ended March 31, 2013

									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	209,528		$	49,694	$	—		$	259,222
Operating costs and expenses:
Lease operating expenses		54,529			4,812		—			59,341
Production taxes		1,789			—		—			1,789
Gathering and transportation		3,662			782		—			4,444
Depreciation, depletion, amortization and accretion		86,416			22,456		—			108,872
General and administrative expenses		19,604			1,483		—			21,087
Derivative loss		3,368			—		—			3,368
Total costs and expenses		169,368			29,533		—			198,901
Operating income		40,160			20,161		—			60,321
Earnings of affiliates		13,100			—		(13,100	)		—
Interest expense:
Incurred		21,234			—		—			21,234
Capitalized		(2,433	)		—		—			(2,433	)
Income before income tax expense		34,459			20,161		(13,100	)		41,520
Income tax expense		7,841			7,061		—			14,902
Net income	$	26,618		$	13,100	$	(13,100	)	$	26,618

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	11,189		$	14,751		$	(14,751	)	$	11,189
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		81,105			42,201			—			123,306
Amortization of debt issuance costs and premium		187			—			—			187
Share-based compensation		3,758			—			—			3,758
Derivative loss		7,492			—			—			7,492
Cash payments on derivative settlements (realized)		(4,670	)		—			—			(4,670	)
Deferred income taxes		10,722			(4,077	)		—			6,645
Earnings of affiliates		(14,751	)		—			14,751			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		9,172			(6,357	)		—			2,815
Joint interest and other receivables		2,286			—			—			2,286
Income taxes		(12,014	)		11,979			—			(35	)
Prepaid expenses and other assets		(51,920	)		(36,588	)		91,217			2,709
Asset retirement obligations settlements		(11,936	)		(4,406	)		—			(16,342	)
Accounts payable, accrued liabilities and other		69,230			1,137			(91,217	)		(20,850	)
Net cash provided by operating activities		99,850			18,640			—			118,490
Investing activities:
Investment in oil and natural gas properties and equipment		(71,788	)		(23,279	)		—			(95,067	)
Investment in subsidiary		(4,639	)		—			4,639			—
Purchases of furniture, fixtures and other		(260	)		—			—			(260	)
Net cash used in investing activities		(76,687	)		(23,279	)		4,639			(95,327	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		92,000			—			—			92,000
Repayments of long-term debt – revolving bank credit facility		(103,000	)		—			—			(103,000	)
Dividends to shareholders		(7,563	)		—			—			(7,563	)
Other		(65	)		—			—			(65	)
Investment from parent		—			4,639			(4,639	)		—
Net cash provided (used) in financing activities		(18,628	)		4,639			(4,639	)		(18,628	)
Increase in cash and cash equivalents		4,535			—			—			4,535
Cash and cash equivalents, beginning of period		15,800			—			—			15,800
Cash and cash equivalents, end of period	$	20,335		$	—		$	—		$	20,335

Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2013

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	26,618		$	13,100		$	(13,100	)	$	26,618
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		86,416			22,456			—			108,872
Amortization of debt issuance costs and premium		447			—			—			447
Share-based compensation		2,255			—			—			2,255
Derivative loss		3,368			—			—			3,368
Cash payments on derivative settlements (realized)		(4,271	)		—			—			(4,271	)
Deferred income taxes		11,774			733			—			12,507
Earnings of affiliates		(13,100	)		—			13,100			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		172			251			—			423
Joint interest and other receivables		25,875			—			—			25,875
Income taxes		(3,957	)		6,329			—			2,372
Prepaid expenses and other assets		4,911			(24,155	)		24,155			4,911
Asset retirement obligations settlements		(23,311	)		(153	)		—			(23,464	)
Accounts payable, accrued liabilities and other		34,191			(115	)		(24,155	)		9,921
Net cash provided by operating activities		151,388			18,446			—			169,834
Investing activities:
Investment in oil and natural gas properties and equipment		(118,180	)		(18,446	)		—			(136,626	)
Purchases of furniture, fixtures and other		(114	)		—			—			(114	)
Net cash used in investing activities		(118,294	)		(18,446	)		—			(136,740	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		112,000			—			—			112,000
Repayments of long-term debt – revolving bank credit facility		(139,000	)		—			—			(139,000	)
Dividends to shareholders		(6,020	)		—			—			(6,020	)
Other		(42	)		—			—			(42	)
Net cash used in financing activities		(33,062	)		—			—			(33,062	)
Increase in cash and cash equivalents		32			—			—			32
Cash and cash equivalents, beginning of period		12,245			—			—			12,245
Cash and cash equivalents, end of period	$	12,277		$	—		$	—		$	12,277