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)

6 Months Ended

Jun. 30, 2014

Condensed Consolidating Balance Sheet as of June 30, 2014

									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	23,847		$	—	$	—		$	23,847
Receivables:
Oil and natural gas sales		53,737			40,680		—			94,417
Joint interest and other		26,584			—		—			26,584
Income tax		144,976			—		(144,856	)		120
Total receivables		225,297			40,680		(144,856	)		121,121
Prepaid expenses and other assets		34,462			4,182		—			38,644
Total current assets		283,606			44,862		(144,856	)		183,612
Property and equipment – at cost:
Oil and natural gas properties and equipment		5,817,544			1,810,664		—			7,628,208
Furniture, fixtures and other		21,660			—		—			21,660
Total property and equipment		5,839,204			1,810,664		—			7,649,868
Less accumulated depreciation, depletion and amortization		4,295,168			1,030,906		—			5,326,074
Net property and equipment		1,544,036			779,758		—			2,323,794
Restricted deposits for asset retirement obligations		23,723			—		—			23,723
Other assets		1,160,693			566,950		(1,709,000	)		18,643
Total assets	$	3,012,058		$	1,391,570	$	(1,853,856	)	$	2,549,772
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	134,748		$	5,747	$	—		$	140,495
Undistributed oil and natural gas proceeds		38,591			611		—			39,202
Asset retirement obligations		61,509			8,414		—			69,923
Accrued liabilities		59,800			116,355		(144,856	)		31,299
Total current liabilities		294,648			131,127		(144,856	)		280,919
Long-term debt, less current maturities		1,224,262			—		—			1,224,262
Asset retirement obligations, less current portion		172,999			114,681		—			287,680
Deferred income taxes		106,175			83,727		—			189,902
Other liabilities		660,588			—		(646,966	)		13,622
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		410,641			842,802		(842,801	)		410,642
Retained earnings		166,911			219,233		(219,233	)		166,911
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		553,386			1,062,035		(1,062,034	)		553,387
Total liabilities and shareholders’ equity	$	3,012,058		$	1,391,570	$	(1,853,856	)	$	2,549,772

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		27,984			—		—			27,984
Income taxes		95,611			—		(92,491	)		3,120
Total receivables		184,968			35,379		(92,491	)		127,856
Prepaid expenses and other assets		23,674			6,272		—			29,946
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 Income

Condensed Consolidating Statement of Income for the Three Months Ended June 30, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	162,071		$	100,923		$	—		$	262,994
Operating costs and expenses:
Lease operating expenses		40,612			21,153			—			61,765
Production taxes		1,842			—			—			1,842
Gathering and transportation		2,218			1,767			—			3,985
Depreciation, depletion, amortization and accretion		71,327			56,909			—			128,236
General and administrative expenses		10,638			9,044			—			19,682
Derivative loss		13,079			—			—			13,079
Total costs and expenses		139,716			88,873			—			228,589
Operating income		22,355			12,050			—			34,405
Earnings of affiliates		7,939			—			(7,939	)		—
Interest expense:
Incurred		20,617			837			—			21,454
Capitalized		(1,322	)		(837	)		—			(2,159	)
Income before income tax expense		10,999			12,050			(7,939	)		15,110
Income tax expense (benefit)		1,162			4,111			—			5,273
Net income	$	9,837		$	7,939		$	(7,939	)	$	9,837

Condensed Consolidating Statement of Income for the Six Months Ended June 30, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	306,057		$	211,453		$	—		$	517,510
Operating costs and expenses:
Lease operating expenses		79,724			37,660			—			117,384
Production taxes		3,834			—			—			3,834
Gathering and transportation		5,556			3,725			—			9,281
Depreciation, depletion, amortization and accretion		133,758			117,784			—			251,542
General and administrative expenses		22,083			21,187			—			43,270
Derivative loss		20,571			—			—			20,571
Total costs and expenses		265,526			180,356			—			445,882
Operating income		40,531			31,097			—			71,628
Earnings of affiliates		20,390			—			(20,390	)		—
Interest expense:
Incurred		41,294			1,618			—			42,912
Capitalized		(2,613	)		(1,618	)		—			(4,231	)
Income before income tax expense		22,240			31,097			(20,390	)		32,947
Income tax expense (benefit)		1,214			10,707			—			11,921
Net income	$	21,026		$	20,390		$	(20,390	)	$	21,026

Condensed Consolidating Statement of Income for the Three Months Ended June 30, 2013

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	147,070		$	88,313		$	—		$	235,383
Operating costs and expenses:
Lease operating expenses		51,406			16,842			—			68,248
Production taxes		1,780			—			—			1,780
Gathering and transportation		2,833			1,775			—			4,608
Depreciation, depletion, amortization and accretion		55,706			44,190			—			99,896
General and administrative expenses		11,473			8,395			—			19,868
Derivative loss		(12,840	)		—			—			(12,840	)
Total costs and expenses		110,358			71,202			—			181,560
Operating income		36,712			17,111			—			53,823
Earnings of affiliates		11,143			—			(11,143	)		—
Interest expense:
Incurred		20,789			747			—			21,536
Capitalized		(1,785	)		(747	)		—			(2,532	)
Income before income tax expense		28,851			17,111			(11,143	)		34,819
Income tax expense		6,455			5,968			—			12,423
Net income	$	22,396		$	11,143		$	(11,143	)	$	22,396

Condensed Consolidating Statement of Income for the Six Months Ended June 30, 2013

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	317,611		$	176,994		$	—		$	494,605
Operating costs and expenses:
Lease operating expenses		94,676			32,914			—			127,590
Production taxes		3,569			—			—			3,569
Gathering and transportation		5,112			3,940			—			9,052
Depreciation, depletion, amortization and accretion		118,908			89,859			—			208,767
General and administrative expenses		23,885			17,070			—			40,955
Derivative loss		(9,473	)		—			—			(9,473	)
Total costs and expenses		236,677			143,783			—			380,460
Operating income		80,934			33,211			—			114,145
Earnings of affiliates		21,641			—			(21,641	)		—
Interest expense:
Incurred		41,307			1,463			—			42,770
Capitalized		(3,501	)		(1,463	)		—			(4,964	)
Income before income tax expense		64,769			33,211			(21,641	)		76,339
Income tax expense		15,755			11,570			—			27,325
Net income	$	49,014		$	21,641		$	(21,641	)	$	49,014

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2014

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	21,026		$	20,390		$	(20,390	)	$	21,026
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		133,758			117,784			—			251,542
Amortization of debt issuance costs and premium		366			—			—			366
Share-based compensation		7,644			—			—			7,644
Derivative loss		20,571			—			—			20,571
Cash payments on derivative settlements (realized)		(14,310	)		—			—			(14,310	)
Deferred income taxes		25,078			(13,157	)		—			11,921
Earnings of affiliates		(20,390	)		—			20,390			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		7,636			(5,301	)		—			2,335
Joint interest and other receivables		3,550			—			—			3,550
Income taxes		(20,947	)		23,865			—			2,918
Prepaid expenses and other assets		(127,910	)		(86,875	)		219,224			4,439
Asset retirement obligations settlements		(18,583	)		(11,755	)		—			(30,338	)
Accounts payable, accrued liabilities and other		203,344			5,266			(219,224	)		(10,614	)
Net cash provided by operating activities		220,833			50,217			—			271,050
Investing activities:
Acquisition of property interest in oil and natural gas properties		—			(53,363	)		—			(53,363	)
Investment in oil and natural gas properties and equipment		(157,128	)		(55,552	)		—			(212,680	)
Investment in subsidiary		(58,698	)		—			58,698			—
Purchases of furniture, fixtures and other		(1,715	)		—			—			(1,715	)
Net cash used in investing activities		(217,541	)		(108,915	)		58,698			(267,758	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		220,000			—			—			220,000
Repayments of long-term debt – revolving bank credit facility		(200,000	)		—			—			(200,000	)
Dividends to shareholders		(15,129	)		—			—			(15,129	)
Other		(116	)		—			—			(116	)
Investment from parent		—			58,698			(58,698	)		—
Net cash provided (used) in financing activities		4,755			58,698			(58,698	)		4,755
Increase in cash and cash equivalents		8,047			—			—			8,047
Cash and cash equivalents, beginning of period		15,800			—			—			15,800
Cash and cash equivalents, end of period	$	23,847		$	—		$	—		$	23,847

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2013

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	49,014		$	21,641		$	(21,641	)	$	49,014
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		118,908			89,859			—			208,767
Amortization of debt issuance costs and premium		910			—			—			910
Share-based compensation		4,950			—			—			4,950
Derivative gain		(9,473	)		—			—			(9,473	)
Cash payments on derivative settlements		(2,310	)		—			—			(2,310	)
Deferred income taxes		11,357			12,369			—			23,726
Earnings of affiliates		(21,641	)		—			21,641			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		15,673			1,390			—			17,063
Joint interest and other receivables		38,635			—			—			38,635
Income taxes		9,378			(799	)		—			8,579
Prepaid expenses and other assets		(26,487	)		(27,054	)		41,160			(12,381	)
Asset retirement obligations		(29,740	)		(3,146	)		—			(32,886	)
Accounts payable, accrued liabilities and other		44,054			(126	)		(41,160	)		2,768
Net cash provided by operating activities		203,228			94,134			—			297,362
Investing activities:
Investment in oil and natural gas properties and equipment		(205,079	)		(94,134	)		—			(299,213	)
Purchases of furniture, fixtures and other		(981	)		—			—			(981	)
Net cash used in investing activities		(206,060	)		(94,134	)		—			(300,194	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		252,000			—			—			252,000
Repayments of long-term debt – revolving bank credit facility		(239,000	)		—			—			(239,000	)
Dividends to shareholders		(12,795	)		—			—			(12,795	)
Other		(342	)		—			—			(342	)
Net cash used in financing activities		(137	)		—			—			(137	)
Increase in cash and cash equivalents		(2,969	)		—			—			(2,969	)
Cash and cash equivalents, beginning of period		12,245			—			—			12,245
Cash and cash equivalents, end of period	$	9,276		$	—		$	—		$	9,276