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EX-31.1 - EX-31.1 - W&T OFFSHORE INCwti-ex311_201409307.htm
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EX-31.2 - EX-31.2 - W&T OFFSHORE INCwti-ex312_201409308.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________

Commission File Number 1-32414

 

W&T OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

 

 

Texas

72-1121985

(State of incorporation)

(IRS Employer

Identification Number)

 

 

Nine Greenway Plaza, Suite 300

Houston, Texas

77046-0908

(Address of principal executive offices)

(Zip Code)

(713) 626-8525

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

þ

Non-accelerated filer

¨

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company.    Yes  ¨    No  þ  

As of November 4, 2014, there were 75,656,558 shares outstanding of the registrant’s common stock, par value $0.00001.

 

 

 

 


W&T OFFSHORE, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

 

 

Page

PART I –FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013

1

 

 

 

 

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2014 and 2013

2

 

 

 

 

Condensed Consolidated Statement of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2014

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013

4

 

 

 

 

Notes to Condensed Consolidated Financial Statements

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

29

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

43

 

 

 

Item 4.

Controls and Procedures

44

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

44

 

 

 

Item 1A.

Risk Factors

44

 

 

 

Item 6.

Exhibits

44

 

 

SIGNATURE

45

 

 

EXHIBIT INDEX

46

 

 

 

 


PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

September 30,

 

 

December 31,

 

 

2014

 

 

2013

 

 

(In thousands, except per share data)

 

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

17,220

 

 

$

15,800

 

Receivables:

 

 

 

 

 

 

 

Oil and natural gas sales

 

97,688

 

 

 

96,752

 

Joint interest and other

 

32,785

 

 

 

27,984

 

Income taxes

 

120

 

 

 

3,120

 

Total receivables

 

130,593

 

 

 

127,856

 

Prepaid expenses and other assets

 

32,555

 

 

 

29,946

 

Total current assets

 

180,368

 

 

 

173,602

 

Property and equipment - at cost:

 

 

 

 

 

 

 

Oil and natural gas properties and equipment (full cost method, of which

$123,903 at September 30, 2014 and $116,612 at December 31, 2013

were excluded from amortization)

 

7,865,702

 

 

 

7,339,097

 

Furniture, fixtures and other

 

22,128

 

 

 

21,431

 

Total property and equipment

 

7,887,830

 

 

 

7,360,528

 

Less accumulated depreciation, depletion and amortization

 

5,449,545

 

 

 

5,084,704

 

Net property and equipment

 

2,438,285

 

 

 

2,275,824

 

Restricted deposits for asset retirement obligations

 

15,382

 

 

 

37,421

 

Other assets

 

17,989

 

 

 

20,455

 

Total assets

$

2,652,024

 

 

$

2,507,302

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

159,621

 

 

$

145,212

 

Undistributed oil and natural gas proceeds

 

37,821

 

 

 

42,107

 

Asset retirement obligations

 

115,722

 

 

 

77,785

 

Accrued liabilities

 

39,030

 

 

 

28,000

 

Total current liabilities

 

352,194

 

 

 

293,104

 

Long-term debt, less current maturities

 

1,260,665

 

 

 

1,205,421

 

Asset retirement obligations, less current portion

 

288,280

 

 

 

276,637

 

Deferred income taxes

 

187,057

 

 

 

178,142

 

Other liabilities

 

13,634

 

 

 

13,388

 

Commitments and contingencies

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 0 issued at

   September 30, 2014 and December 31, 2013

 

 

 

 

 

Common stock, $0.00001 par value; 118,330,000 shares authorized;

   78,525,731 issued and 75,656,558 outstanding at September 30, 2014;

   78,460,872 issued and 75,591,699 outstanding at December 31, 2013

 

1

 

 

 

1

 

Additional paid-in capital

 

414,430

 

 

 

403,564

 

Retained earnings

 

159,930

 

 

 

161,212

 

Treasury stock, at cost

 

(24,167

)

 

 

(24,167

)

Total shareholders' equity

 

550,194

 

 

 

540,610

 

Total liabilities and shareholders' equity

$

2,652,024

 

 

$

2,507,302

 

 

See Notes to Condensed Consolidated Financial Statements.

1


W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

(In thousands except per share data)

 

 

(Unaudited)

 

Revenues

$

234,521

 

 

$

244,555

 

 

$

752,031

 

 

$

739,160

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

71,732

 

 

 

67,346

 

 

 

189,116

 

 

 

194,935

 

Production taxes

 

1,794

 

 

 

1,807

 

 

 

5,628

 

 

 

5,375

 

Gathering and transportation

 

4,115

 

 

 

3,611

 

 

 

13,396

 

 

 

12,663

 

Depreciation, depletion, amortization and accretion

 

128,671

 

 

 

104,143

 

 

 

380,213

 

 

 

312,911

 

General and administrative expenses

 

21,007

 

 

 

20,024

 

 

 

64,277

 

 

 

60,979

 

Derivative (gain) loss

 

(13,781

)

 

 

15,659

 

 

 

6,790

 

 

 

6,186

 

Total costs and expenses

 

213,538

 

 

 

212,590

 

 

 

659,420

 

 

 

593,049

 

Operating income

 

20,983

 

 

 

31,965

 

 

 

92,611

 

 

 

146,111

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred

 

21,783

 

 

 

21,373

 

 

 

64,703

 

 

 

64,157

 

Capitalized

 

(2,191

)

 

 

(2,573

)

 

 

(6,422

)

 

 

(7,537

)

Other income

 

197

 

 

 

9,062

 

 

 

205

 

 

 

9,075

 

Income before income tax expense

 

1,588

 

 

 

22,227

 

 

 

34,535

 

 

 

98,566

 

Income tax expense

 

904

 

 

 

8,033

 

 

 

12,825

 

 

 

35,358

 

Net income

$

684

 

 

$

14,194

 

 

$

21,710

 

 

$

63,208

 

 

Basic and diluted earnings per common share

$

0.01

 

 

$

0.19

 

 

$

0.28

 

 

$

0.83

 

Dividends declared per common share

$

0.10

 

 

$

0.09

 

 

$

0.30

 

 

$

0.26

 

 

See Notes to Condensed Consolidated Financial Statements.

 

 

2


 

W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Outstanding

 

 

Paid-In

 

 

Retained

 

 

Treasury Stock

 

 

Shareholders’

 

 

Shares

 

 

Value

 

 

Capital

 

 

Earnings

 

 

Shares

 

 

Value

 

 

Equity

 

 

(In thousands)

 

 

(Unaudited)

 

Balances at December 31, 2013

 

75,592

 

 

$

1

 

 

$

403,564

 

 

$

161,212

 

 

 

2,869

 

 

$

(24,167

)

 

$

540,610

 

Cash dividends

 

 

 

 

 

 

 

 

 

 

(22,695

)

 

 

 

 

 

 

 

 

(22,695

)

Share-based compensation

 

65

 

 

 

 

 

 

11,398

 

 

 

 

 

 

 

 

 

 

 

 

11,398

 

Other

 

 

 

 

 

 

 

(532

)

 

 

(297

)

 

 

 

 

 

 

 

 

(829

)

Net income

 

 

 

 

 

 

 

 

 

 

21,710

 

 

 

 

 

 

 

 

 

21,710

 

Balances at September 30, 2014

 

75,657

 

 

$

1

 

 

$

414,430

 

 

$

159,930

 

 

 

2,869

 

 

$

(24,167

)

 

$

550,194

 

 

See Notes to Condensed Consolidated Financial Statements.

 

 

3


 

W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Nine Months Ended

 

 

September 30,

 

 

2014

 

 

2013

 

 

(In thousands)

 

 

(Unaudited)

 

Operating activities:

 

 

 

 

 

 

 

Net income

$

21,710

 

 

$

63,208

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion

 

380,213

 

 

 

312,911

 

Amortization of debt issuance costs and premium

 

537

 

 

 

1,366

 

Share-based compensation

 

11,398

 

 

 

8,457

 

Derivative loss

 

6,790

 

 

 

6,186

 

Cash payments on derivative settlements

 

(18,543

)

 

 

(6,855

)

Deferred income taxes

 

12,825

 

 

 

31,581

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Oil and natural gas receivables

 

(936

)

 

 

12,511

 

Joint interest and other receivables

 

1,890

 

 

 

30,064

 

Income taxes

 

2,884

 

 

 

53,433

 

Prepaid expenses and other assets

 

21,228

 

 

 

(10,815

)

Asset retirement obligation settlements

 

(42,011

)

 

 

(59,188

)

Accounts payable, accrued liabilities and other

 

26,960

 

 

 

32,974

 

Net cash provided by operating activities

 

424,945

 

 

 

475,833

 

Investing activities:

 

 

 

 

 

 

 

Acquisition of property interest in oil and natural gas properties

 

(71,515

)

 

 

 

Investment in oil and natural gas properties and equipment

 

(383,953

)

 

 

(423,092

)

Proceeds from sales of assets and other, net

 

 

 

 

21,011

 

Change in restricted cash

 

 

 

 

(16,459

)

Purchases of furniture, fixtures and other

 

(2,181

)

 

 

(1,327

)

Net cash used in investing activities

 

(457,649

)

 

 

(419,867

)

Financing activities:

 

 

 

 

 

 

 

Borrowings of long-term debt - revolving bank credit facility

 

378,000

 

 

 

335,000

 

Repayments of long-term debt - revolving bank credit facility

 

(321,000

)

 

 

(368,000

)

Dividends to shareholders

 

(22,695

)

 

 

(19,570

)

Other

 

(181

)

 

 

(414

)

Net cash provided by (used in) financing activities

 

34,124

 

 

 

(52,984

)

Increase in cash and cash equivalents

 

1,420

 

 

 

2,982

 

Cash and cash equivalents, beginning of period

 

15,800

 

 

 

12,245

 

Cash and cash equivalents, end of period

$

17,220

 

 

$

15,227

 

 

See Notes to Condensed Consolidated Financial Statements.

 

 

 

4


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

 

1.  Basis of Presentation

Operations.  W&T Offshore, Inc. and subsidiaries, referred to herein as “W&T,” “we,” “us” or the “Company,” is an independent oil and natural gas producer focused primarily in the Gulf of Mexico and onshore Texas.  The Company is active in the exploration, development and acquisition of oil and natural gas properties.  Our interest in fields, leases, structures and equipment are primarily owned by W&T Offshore, Inc. (on a stand-alone basis, the “Parent Company”) and our 100%-owned subsidiary, W & T Energy VI, LLC (“Energy VI”).

Interim Financial Statements.  The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim periods and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, the condensed consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements for annual periods.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year.  These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Reclassifications. Certain reclassifications have been made to prior periods’ financial statements to conform to the current presentation.  The change in Insurance receivables was combined with the change in Joint interest and other receivables on the Condensed Consolidated Statements of Cash Flows.  

Transactions between Entities Under Common Control.  The prior period financial information presented in Note 13, Supplemental Guarantor Information, has been retrospectively adjusted due to transactions between entities under common control, as required under authoritative guidance.

Allowance for Doubtful Accounts.  Historically, we have had only minor issues collecting our receivables.  For situations where collectability is uncertain, and for joint-interest arrangements where the ability to recover receivables from future net revenues is uncertain, we establish an allowance for doubtful accounts.  As of September 30, 2014, we had an immaterial amount recorded in the allowance for doubtful accounts.  No allowance for doubtful accounts was recorded at December 31, 2013.

Other Income.  For the three and nine months ended September 30, 2013, the amount reported consisted primarily of $9.2 million received in conjunction with a payment to the Company for an option exercised by a counterparty.  Partially offsetting were related third-party expenses of $0.1 million.  The net amount was included in net cash flows from investing activities within the line, Proceeds from sales of assets and other, net on the Condensed Consolidated Statements of Cash Flows.

Income Taxes.  Due to the recent volatility in crude oil prices and its impact on future results, the Company changed the method of recording income taxes from the annualized effective tax rate method to the year-to-date method for the three and nine months ended September 30, 2014.  For the three and nine months ended September 30, 2013, the Company used the annualized effective tax method.    

Use of Estimates.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

5


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

 

Adjustment Related to Additional Volumes.  In January 2014, we identified that we had been receiving an erroneous conversion factor from a third party that had the effect of understating natural gas production at our Viosca Knoll 783 field (Tahoe).  The incorrect conversion factor had been used on all natural gas production from the field since we acquired it in 2011.  The effect of using this incorrect conversion factor did not affect revenues, operating cash flows or royalty payments to the federal government but did impact reported natural gas production and the calculation of depletion expense.  We performed an analysis of the information, assessing both quantitative and qualitative factors, and determined that the impact on our net income reported for quarters in 2013, as well as the impact to our earnings trend, was not material to the previously reported results, thus the adjustment was recognized in the fourth quarter of 2013.  The amounts included in the adjustment recognized in the fourth quarter 2013 period which relate to the third quarter of 2013 were: an increase in natural gas production volumes of 237 million cubic feet (“MMcf”) (with no corresponding increase in revenue); an increase to depreciation, depletion, amortization and accretion expense (“DD&A”) of $0.6 million; and a decrease to net income of $0.4 million.  The amounts included in the adjustment recognized in the fourth quarter 2013 period which relate to the nine months ended September 30, 2013 were: an increase in natural gas production volumes of 754 MMcf (with no corresponding increase in revenue); an increase to DD&A of $2.1 million; and a decrease to net income of $1.4 million.

Recent Accounting Developments.  In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Summary and Amendments That Create Revenue from Contracts and Customers (Topic 606).  ASU 2014-09 amends and replaces current revenue recognition requirements, including most industry-specific guidance.  The revised guidance establishes a five step approach to be utilized in determining when, and if, revenue should be recognized.  ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2016.  Upon application, an entity may elect one of two methods, either restatement of prior periods presented or recording a cumulative adjustment in the initial period of application.  We have not determined the effect ASU 2014-09 will have on the recognition of our revenue, if any, nor have we determined the method we will utilize upon adoption, which would be in the first quarter of 2017.

    In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40).  The guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures.  ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter.  We do not expect the revised guidance to materially affect our evaluation as to being a going concern, or have an effect on our financial statements or related disclosures.       

 

2.  Acquisitions and Divestitures

2014 Acquisitions

Fairway

On September 15, 2014, the Parent Company entered into an asset purchase agreement with a third party to increase its ownership interest from 64.3% to 100% in the Mobile Bay blocks 113 and 132 (the “Fairway Field”) and the associated Yellowhammer gas processing plant (collectively, “Fairway”).  The Fairway Field is located in the state waters of Alabama and the Yellowhammer gas processing plant is located in the state of Alabama.  The effective date of the transaction was July 1, 2014.  The transaction included customary adjustments for the effective date, certain closing adjustments and our assumption of the related asset retirement obligations (“ARO”).  The purchase price is expected to be finalized by the first quarter of 2015.  The acquisition was funded from borrowings under our revolving bank credit facility and cash on hand.

 

The following table presents the preliminary purchase price allocation, including estimated adjustments, for the increased ownership interest in Fairway (in thousands):  

 

Cash consideration:

 

 

 

Evaluated properties including equipment

$

18,152

 

Non-cash consideration:

 

 

 

Asset retirement obligations - non-current

 

6,124

 

Total consideration

$

24,276

 

6


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

 

The acquisition was recorded at fair value, which was determined by applying the market and income approaches using Level 3 inputs.  The Level 3 inputs were: (i) analysis of comparable transactions obtained from various third-parties, (ii) estimates of ultimate recoveries of reserves and (iii) estimates of discounted cash flows based on estimated reserve quantities, reserve categories, timing of production, costs to produce and develop reserves, future prices, ARO and discount rates.  The estimates and assumptions were determined by management and third-parties.  The fair value is based on subjective estimates and assumptions, which are inherently imprecise, and the actual realized values could vary significantly from these estimates.  No goodwill was recorded in connection with this acquisition of an additional working interest in Fairway.

The acquisition was not included in our consolidated results until the property transfer date, which occurred in September 2014 and the incremental revenue and operating expenses were immaterial for the three and nine months periods ended September 30, 2014.  Unaudited pro forma information is not presented as the pro forma information is not materially different from the reported results for the 2014 and 2013 time periods presented.

 

Woodside Properties  

    On May 20, 2014, Energy VI entered into a purchase and sale agreement to acquire certain oil and natural gas property interests from Woodside Energy (USA) Inc. (“Woodside”).  The properties acquired from Woodside (the “Woodside Properties”) consisted of a 20% non-operated working interest in the producing Neptune field (deepwater Atwater Valley blocks 574, 575 and 618), along with an interest in the Neptune tension-leg platform, associated production facilities and various interests in 24 other deepwater lease blocks.  All of the Woodside Properties are located in the Gulf of Mexico.  The effective date of the transaction was November 1, 2013.  The transaction included customary adjustments for the effective date, certain closing adjustments and our assumption of the related ARO.  The purchase price is expected to be finalized during 2014.  The acquisition was funded from borrowings under our revolving bank credit facility and cash on hand.

The following table presents the preliminary purchase price allocation, including estimated adjustments, for the acquisition of the Woodside Properties (in thousands):  

 

Cash consideration:

 

 

 

Evaluated properties including equipment

$

50,703

 

Unevaluated properties

 

2,660

 

Sub-total cash consideration

 

53,363

 

Non-cash consideration:

 

 

 

Asset retirement obligations - current

 

782

 

Asset retirement obligations - non-current

 

10,543

 

Sub-total non-cash consideration

 

11,325

 

Total consideration

$

64,688

 

 

The acquisition was recorded at fair value, which was determined by applying the market and income approaches using Level 3 inputs.  The Level 3 inputs were: (i) analysis of comparable transactions obtained from various third-parties, (ii) estimates of ultimate recoveries of reserves and (iii) estimates of discounted cash flows based on estimated reserve quantities, reserve categories, timing of production, costs to produce and develop reserves, future prices, ARO and discount rates.  The estimates and assumptions were determined by management and third-parties.  The fair value is based on subjective estimates and assumptions, which are inherently imprecise, and the actual realized values could vary significantly from these estimates.  No goodwill was recorded in connection with the Woodside Properties acquisition.

7


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

 

2014 Acquisition — Revenues, Net Income and Pro Forma Financial Information  

The Woodside Properties were not included in our consolidated results until the property transfer date, which occurred in May 2014.  For the three months ended September 30, 2014, the Woodside Properties accounted for $12.5 million of revenues, $1.7 million of direct operating expenses, $4.3 million of DD&A and $2.3 million of income taxes, resulting in $4.2 million of net income.  For the nine months ended September 30, 2014, the Woodside Properties accounted for $19.4 million of revenues, $2.4 million of direct operating expenses, $6.5 million of DD&A and $3.7 million of income taxes, resulting in $6.8 million of net income.  Also, we incurred $0.1 million of expenses associated with acquisition and transition activities related to the acquisition of the Woodside Properties for the nine months ended September 30, 2014.  The net income attributable to the Woodside Properties does not reflect certain expenses, such as general and administrative expenses (“G&A”) and interest expense; therefore, this information is not intended to report results as if these operations were managed on a stand-alone basis.  In addition, the Woodside Properties are not recorded in a separate entity for tax purposes; therefore, income tax was estimated using the federal statutory tax rate.    

In accordance with the applicable accounting guidance, the unaudited pro forma financial information was computed as if the acquisition of the Woodside Properties had been completed on January 1, 2013.  The financial information was derived from W&T’s audited historical consolidated financial statements for annual periods, W&T’s unaudited historical condensed consolidated financial statements for interim periods, and the Woodside Properties’ unaudited historical financial statements for the annual and interim periods.

The pro forma adjustments were based on estimates by management and information believed to be directly related to the purchase of the Woodside Properties.  The pro forma financial information is not necessarily indicative of the results of operations had the purchase occurred on January 1, 2013.  Had we owned the Woodside Properties during the periods indicated, the results may have been substantially different.  For example, we may have operated the assets differently than Woodside; the realized sales prices for oil, natural gas liquids (“NGLs”) and natural gas may have been different; and the costs of operating the Woodside Properties may have been different.

The following table presents a summary of our pro forma financial information (in thousands, except earnings per share):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2013

 

 

2014

 

 

2013

 

Revenue

$

260,989

 

 

$

774,918

 

 

$

789,280

 

Net income

 

19,860

 

 

 

27,901

 

 

 

80,291

 

Basic and diluted earnings per common share

 

0.26

 

 

 

0.36

 

 

 

1.06

 

 

For the pro forma financial information, certain information was derived from our financial records, Woodside’s financial records and certain information was estimated.  

8


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

 

The following table presents incremental items included in the pro forma information reported above for the Woodside Properties (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2013

 

 

2014

 

 

2013

 

Revenues (a)

$

16,434

 

 

$

22,887

 

 

$

50,120

 

Direct operating expenses (a)

 

2,206

 

 

 

4,417

 

 

 

7,195

 

DD&A (b)

 

5,021

 

 

 

8,248

 

 

 

15,261

 

G&A (c)

 

200

 

 

 

400

 

 

 

600

 

Interest expense (d)

 

240

 

 

 

320

 

 

 

720

 

Capitalized interest (e)

 

50

 

 

 

(22

)

 

 

63

 

Income taxes expense (f)

 

3,051

 

 

 

3,333

 

 

 

9,198

 

 

The sources of information and significant assumptions are described below:

(a)

Revenues and direct operating expenses for the Woodside Properties were derived from the historical financial records of Woodside.

(b)

DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Woodside Properties’ costs, reserves and production into our full cost pool in order to compute such amounts.  The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation.  ARO was estimated by W&T management.

(c)

Estimated insurance costs related to the Woodside Properties.

(d)

The acquisition was assumed to be funded entirely with borrowed funds.  Interest expense was computed using assumed borrowings of $53.4 million, which equates to the cash component of the acquisition purchase price, and an interest rate of 1.8%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility.

(e)

The change to capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings.  The negative amount represents a decrease to net expenses.

(f)

Income tax expense was computed using the 35% federal statutory rate.

The pro forma adjustments do not include adjustments related to any other acquisitions or divestitures.

2013 Acquisition

On October 17, 2013, W&T Offshore, Inc. entered into a purchase and sale agreement to acquire certain oil and natural gas property interests from Callon Petroleum Operating Company (“Callon”).  Pursuant to the purchase and sale agreement, transfers of certain properties that had no preferential rights were consummated on November 5, 2013 and transfers of certain properties subject to preferential rights, of which third-parties declined to exercise their preferential rights, were consummated on December 4, 2013.  The properties acquired from Callon (the “Callon Properties”) consist of a 15% working interest in the Medusa field (deepwater Mississippi Canyon blocks 582 and 583), interest in associated production facilities and various interests in other non-operated fields.  All of the Callon Properties are located in the Gulf of Mexico.  The effective date of the transaction was July 1, 2013.  The transaction included customary adjustments for the effective date, certain closing adjustments and we assumed the related ARO.  An upward net purchase price adjustment of $0.6 million was recorded during the nine months ended September 30, 2014 and the purchase price was finalized in the second quarter of 2014.  The acquisition was funded from borrowings under our revolving bank credit facility and cash on hand.

9


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

 

The following table presents the purchase price allocation, including adjustments, for the acquisition of the Callon Properties (in thousands):  

 

Cash consideration:

 

 

 

Evaluated properties including equipment

$

73,752

 

Unevaluated properties

 

9,248

 

Sub-total cash consideration

 

83,000

 

Non-cash consideration:

 

 

 

Asset retirement obligations - current

 

90

 

Asset retirement obligations - non-current

 

4,143

 

Sub-total non-cash consideration

 

4,233

 

Total consideration

$

87,233

 

 

The acquisition was recorded at fair value, which was determined by applying the market and income approaches using Level 3 inputs.  The Level 3 inputs were: (i) analysis of comparable transactions obtained from various third-parties, (ii) estimates of ultimate recoveries of reserves and (iii) estimates of discounted cash flows based on estimated reserve quantities, reserve categories, timing of production, costs to produce and develop reserves, future prices, ARO and discount rates.  The estimates and assumptions were determined by management and third-parties.  The fair value is based on subjective estimates and assumptions, which are inherently imprecise, and the actual realized values could vary significantly from these estimates.  No goodwill was recorded in connection with the Callon Properties acquisition.

2013 Acquisition — Revenues, Net Income and Pro Forma Financial Information  

The Callon Properties were not included in our consolidated results until the respective property transfer dates, which occurred during the fourth quarter of 2013.  For the three months ended September 30, 2014, the Callon Properties accounted for $9.5 million of revenues, $2.2 million of direct operating expenses, $4.2 million of DD&A and $1.1 million of income taxes, resulting in $2.0 million of net income.  For the nine months ended September 30, 2014, the Callon Properties accounted for $27.0 million of revenues, $4.2 million of direct operating expenses, $11.2 million of DD&A and $4.1 million of income taxes, resulting in $7.5 million of net income.  The net income attributable to the Callon Properties does not reflect certain expenses, such as G&A and interest expense; therefore, this information is not intended to report results as if these operations were managed on a stand-alone basis.  In addition, the Callon Properties are not recorded in a separate entity for tax purposes; therefore, income tax was estimated using the federal statutory tax rate.  There were minimal expenses associated with acquisition activities and transition activities related to the acquisition of the Callon Properties for the three and nine months ended September 30, 2013.  

Consistent with the computation of pro forma financial information presented in Item 8, Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for the year end December 31, 2013, the unaudited pro forma financial information was computed as if the acquisition of the Callon Properties had been completed on January 1, 2012.  The financial information was derived from W&T’s audited historical consolidated financial statements for annual periods, W&T’s unaudited historical condensed consolidated financial statements for interim periods, the Callon Properties’ audited historical financial statement for 2012 and the Callon Properties’ unaudited historical financial statements for interim periods.

The pro forma adjustments were based on estimates by management and information believed to be directly related to the purchase of the Callon Properties.  The pro forma financial information is not necessarily indicative of the results of operations had the purchase occurred on January 1, 2012.  Had we owned the Callon Properties during the periods indicated, the results may have been substantially different.  For example, we may have operated the assets differently than Callon; the realized sales prices for oil, NGLs and natural gas may have been different; and the costs of operating the Callon Properties may have been different.    

10


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

 

The following table presents a summary of our pro forma financial information (in thousands, except earnings per share):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30, 2013

 

 

September 30, 2013

 

Revenue

$

255,195

 

 

$

769,609

 

Net income

 

16,942

 

 

 

70,559

 

Basic and diluted earnings per common share

 

0.22

 

 

 

0.93

 

 

For the pro forma financial information, certain information was derived from our financial records, Callon’s financial records and certain information was estimated.  

The following table presents incremental items included in the pro forma information reported above for the Callon Properties (in thousands):

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30, 2013

 

 

September 30, 2013

 

Revenues (a)

$

10,640

 

 

$

30,449

 

Direct operating expenses (a)

 

1,619

 

 

 

5,711

 

DD&A (b)

 

4,405

 

 

 

12,349

 

Interest expense (c)

 

415

 

 

 

1,245

 

Capitalized interest (d)

 

(27

)

 

 

(165

)

Income taxes expense (e)

 

1,480

 

 

 

3,958

 

 

The sources of information and significant assumptions are described below:

(a)

Revenues and direct operating expenses for the Callon Properties were derived from the historical financial records of Callon.

(b)

DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Callon Properties’ costs, reserves and production into our full cost pool in order to compute such amounts.  The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation.  ARO was estimated by W&T management.

(c)

The acquisition was assumed to be funded entirely with borrowed funds.  Interest expense was computed using assumed borrowings of $83.0 million, which equates to the cash component of the acquisition purchase price, and an interest rate of 2.0%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility.

(d)

The change to capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings.  The negative amount represents a decrease to net expenses.

(e)

Income tax expense was computed using the 35% federal statutory rate.

The pro forma adjustments do not include adjustments related to any other acquisitions or divestitures.


11


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

 

 

2013 Divestitures.   On July 11, 2013, we sold our non-operated working interest in two offshore fields located in the Gulf of Mexico; the Green Canyon 60 field and the Green Canyon 19 field.  The effective date was October 1, 2011 and we retained the deep rights in both fields.  Due to the length of time from the effective date, we paid $4.3 million to sell the properties as revenues exceeded operating expenses and the purchase price for the period between the effective date and the close date.  In connection with the sale, we reversed $15.6 million of our ARO.

On September 26, 2013, we sold our working interests in the West Delta area block 29 with an effective date of January 1, 2013.  The property is located in the Gulf of Mexico.  Including adjustments for the effective date, the net proceeds were $14.7 million, which includes a $1.7 million post-effective-date repayment that occurred during the nine months ended September 30, 2014.   The transaction was structured as a like-kind exchange under the Internal Revenue Code (“IRC”) Section 1031 and other applicable regulations, with funds held by a qualified intermediary until replacement purchases are made.  Replacement purchases were made in 2013, which were within the replacement periods as defined under the IRC.  In connection with this sale, we reversed $3.9 million of ARO.  

 

3.  Asset Retirement Obligations

Our ARO primarily represents the estimated present value of the amount we will incur to plug, abandon and remediate our producing properties at the end of their productive lives in accordance with applicable laws.  

A summary of the changes to our ARO is as follows (in thousands):  

 

Balance, December 31, 2013

$

354,422

 

Liabilities settled

 

(42,011

)

Accretion of discount

 

15,312

 

Liabilities assumed through acquisition (1)

 

21,820

 

Liabilities incurred

 

943

 

Revisions of estimated liabilities (2)

 

53,516

 

Balance, September 30, 2014

 

404,002

 

Less current portion

 

115,722

 

Long-term

$

288,280

 

 

 

 

(1)  Primarily attributable to the Woodside Properties acquisition and increased interest in Fairway.

(2) Revisions were primarily attributable to increases at various non-operated properties, revised regulations from the Bureau of Safety and Environmental Enforcement (“BSEE”) and better defined scope of work on certain wells and platforms.

 

 

 

4.  Derivative Financial Instruments

Our market risk exposure relates primarily to commodity prices and interest rates. From time to time, we use various derivative instruments to manage our exposure to commodity price risk from sales of our oil and natural gas and interest rate risk from floating interest rates on our revolving bank credit facility. All of the derivative counterparties are also lenders or affiliates of lenders participating in our revolving bank credit facility.  We are exposed to credit loss in the event of nonperformance by the derivative counterparties; however, we currently anticipate that each of our derivative counterparties will be able to fulfill their contractual obligations. Additional collateral is not required by us due to the derivative counterparties’ collateral rights as lenders and we do not require collateral from our derivative counterparties.

In accordance with GAAP, we record each derivative contract on the balance sheet as an asset or a liability at its fair value.  For additional information about fair value measurements, refer to Note 6.  We have elected not to designate our commodity derivative contracts as hedging instruments; therefore, all changes in the fair value of derivative contracts are recognized currently in earnings.  The cash flows of all of our commodity derivative contracts are included in Net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

12


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

 

Commodity Derivatives.  We have entered into commodity swap contracts to manage a portion of our exposure to commodity price risk from sales of oil through December 2014.  While these contracts are intended to reduce the effects of price volatility, they may also limit future income from favorable price movements.  During the nine months ended September 30, 2014 and during 2013, our derivative contracts consisted entirely of crude oil swap contracts.  The crude oil swap contracts are comprised of a portion based on Brent crude oil prices, a portion based on West Texas Intermediate (“WTI”) crude oil prices and a portion based on Light Louisiana Sweet (“LLS”) crude oil prices.  The Brent based swap contracts are priced off the Brent crude oil price quoted on the IntercontinentalExchange, known as ICE.  The WTI based swap contracts are priced off the New York Mercantile Exchange, known as NYMEX.  The LLS based swap contracts are priced from data provided by Argus, an independent media organization.  Although our Gulf of Mexico crude oil is based off the WTI crude oil price plus or minus a differential, the realized prices received for our Gulf of Mexico crude oil, up until October 2013, have been closer to the Brent crude oil price because of competition with foreign supplied crude oil, which is based off the Brent crude oil price.  Therefore, a portion of the oil swap contracts are priced off the Brent crude oil price to mitigate a portion of the price risk associated with our Gulf of Mexico crude oil production.

As of September 30, 2014, our open commodity derivative contracts were as follows:

 

 

 

 

Swaps – Oil

 

 

 

 

Priced off Brent

 

 

Priced off LLS

 

 

 

 

(ICE)

 

 

(ARGUS)

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

Notional

 

 

Average

 

 

Notional

 

 

Average

 

 

 

 

Quantity

 

 

Contract

 

 

Quantity

 

 

Contract

 

Termination Period

 

(Bbls)

 

 

Price

 

 

(Bbls)

 

 

Price

 

2014:

4th Quarter

 

 

156,400

 

 

$

97.37

 

 

 

460,000

 

 

$

98.12

 

 

Bbls = barrels

The following balance sheet line items include amounts related to the estimated fair value of our open derivative contracts as indicated in the following table (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2014

 

 

2013

 

Prepaid and other assets

$

2,470

 

 

$

141

 

Accrued liabilities

 

 

 

 

9,423

 

 

Changes in the fair value of our oil derivative contracts are recognized currently in earnings and were as follows (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Derivative (gain) loss:

$

(13,781

)

 

$

15,659

 

 

$

6,790

 

 

$

6,186

 

 

Cash payments on derivative settlements, net, are included within Net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows and were as follows (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Cash payments on derivative settlements, net

$

4,233

 

 

$

4,545

 

 

$

18,543

 

 

$

6,855

 

13


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

 

 

Offsetting Commodity Derivatives.  As of September 30, 2014 and December 31, 2013, all of our derivative agreements allowed for netting of derivative gains and losses upon settlement.  In general, the terms of the agreements provide for offsetting of amounts payable or receivable between us and the counterparty, at the election of both parties, for transactions that occur on the same date and in the same currency.  If an event of default were to occur causing an acceleration of payment under our revolving bank credit facility, that event may also trigger an acceleration of settlement of our derivative instruments.  If we were required to settle all of our open derivative instruments, we would be able to net payments and receipts per counterparty pursuant to the derivative agreements.  Although our derivative agreements allow for netting, which would allow for recording assets and liabilities per counterparty on a net basis, we account for our derivative contracts on a gross basis per contract as either an asset or liability.

The following table provides a reconciliation of the gross assets and liabilities reflected in the balance sheet and the potential effects of master netting agreements on the fair value of open derivative contracts (in thousands):

 

 

September 30, 2014

 

 

December 31, 2013

 

 

Derivative

 

 

Derivative

 

 

Derivative

 

 

Derivative

 

 

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Gross amounts presented in the balance sheet

$

2,470

 

 

$

 

 

$

141

 

 

$

9,423

 

Amounts not offset in the balance sheet

 

 

 

 

 

 

 

(141

)

 

 

(141

)

Net Amounts

$

2,470

 

 

$

 

 

$

 

 

$

9,282

 

 

 

5.  Long-Term Debt

Our long-term debt was as follows (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2014

 

 

2013

 

8.50% Senior Notes

$

900,000

 

 

$

900,000

 

Debt premiums, net of amortization

 

13,665

 

 

 

15,421

 

Revolving bank credit facility

 

347,000

 

 

 

290,000

 

Total long-term debt

 

1,260,665

 

 

 

1,205,421

 

Current maturities of long-term debt

 

 

 

 

 

Long term debt, less current maturities

$

1,260,665

 

 

$

1,205,421

 

 

At September 30, 2014 and December 31, 2013, the balance outstanding of our senior notes, which bear an annual interest rate of 8.50% and mature on June 15, 2019 (the “8.50% Senior Notes”), was classified as long-term at their carrying value.  Interest on the 8.50% Senior Notes is payable semi-annually in arrears on June 15 and December 15.  The estimated annual effective interest rate on the 8.50% Senior Notes is 8.4%, which includes amortization of debt issuance costs and premiums.  We are subject to various financial and other covenants under the indenture governing the 8.50% Senior Notes and we were in compliance with those covenants as of September 30, 2014.  

The Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) governs our revolving bank credit facility and terminates on November 8, 2018.  Borrowings under our revolving bank credit facility are secured by our oil and natural gas properties.  Availability under such facility is subject to a semi-annual redetermination of our borrowing base that occurs in the spring and fall of each year and is calculated by our lenders based on their evaluation of our proved reserves and their own internal criteria.  

At September 30, 2014 and December 31, 2013, we had $0.6 million and $0.4 million, respectively, of letters of credit outstanding under the revolving bank credit facility.  The estimated annual effective interest rate was 2.9% for the nine months ended September 30, 2014 for borrowings under the revolving bank credit facility.  The estimated annual effective interest rate includes amortization of debt issuance costs and excludes commitment fees and other costs.  As of September 30, 2014, our borrowing base was $750.0 million and our borrowing availability was $402.4 million.  See Note 12 for information on our borrowing base, which was reaffirmed at $750.0 million effective October 22, 2014.     

14


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

 

Under the Credit Agreement, we are subject to various financial covenants calculated as of the last day of each fiscal quarter, including a minimum current ratio and a maximum leverage ratio, each as defined in the Credit Agreement.  We were in compliance with all applicable covenants of the Credit Agreement as of September 30, 2014.

For information about fair value measurements for our 8.50% Senior Notes and revolving bank credit facility, refer to Note 6.

 

6.  Fair Value Measurements

We measure the fair value of our open derivative financial instruments by applying the income approach, using models with inputs that are classified within Level 2 of the valuation hierarchy.  The inputs used for the fair value measurement of our derivative financial instruments are the exercise price, the expiration date, the settlement date, notional quantities, the implied volatility, the discount curve with spreads and published commodity futures prices.  The fair value of our 8.50% Senior Notes is based on quoted prices, although the market is not an active market; therefore, the fair value is classified within Level 2.  The carrying amount of debt under our revolving bank credit facility approximates fair value because the interest rates are variable and reflective of market rates.

The following table presents the fair value of our open derivative financial instruments, 8.50% Senior Notes and revolving bank credit facility (in thousands):

 

 

 

 

September 30, 2014

 

 

December 31, 2013

 

 

Hierarchy

 

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Derivatives

Level 2

 

$

2,470

 

 

$

 

 

$

141

 

 

$

9,423

 

8.50% Senior Notes

Level 2

 

 

 

 

 

938,250

 

 

 

 

 

 

962,460

 

Revolving bank credit facility

Level 2

 

 

 

 

 

347,000

 

 

 

 

 

 

290,000

 

 

As described in Note 4, our open derivative financial instruments are reported in the balance sheet at fair value and changes in fair value are recognized currently in earnings.  The 8.50% Senior Notes and revolving bank credit facility are reported in the balance sheet at their carrying value as described in Note 5.  

 

7.  Share-Based Compensation and Cash-Based Incentive Compensation

In 2010, the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan (the “Plan”) was approved by our shareholders, and amendments to the Plan were approved by our shareholders in May 2013.  As allowed by the Plan, during the nine months ended September 30, 2014, and in 2013 and 2012, the Company granted restricted stock units (“RSUs”) to certain of its employees.  RSUs are a long-term compensation component of the Plan, which are granted to only certain employees, and are subject to adjustments at the end of the applicable performance period based on the achievement of certain predetermined criteria.  In addition to share-based compensation, the Company may grant to its employees cash-based incentive awards, which are a short-term component of the Plan and are based on the Company and the employee achieving certain pre-defined performance criteria.

During the nine months ended September 30, 2014, RSUs granted are subject to adjustments based on achievement of a combination of performance criteria, which is comprised of: (i) net income before income tax expense, net interest expense, depreciation, depletion, amortization, accretion and certain other items (“Adjusted EBITDA”) for 2014 and (ii) Adjusted EBITDA as a percent of total revenue (“Adjusted EBITDA Margin”) for 2014.  Adjustments range from 0% to 100% dependent upon actual results compared against pre-defined performance levels.  

During 2013, RSUs granted were subject to a combination of performance criteria, which was comprised of: (i) Adjusted EBITDA for 2013; (ii) Adjusted EBITDA Margin for 2013; and (iii) the Company’s total shareholder return (“TSR”) ranking against peer companies’ TSR for 2013, 2014 and January 1, 2015 to October 31, 2015.  TSR is determined based upon the change in the entity’s stock price plus dividends for the applicable performance period.  For 2013, the Company exceeded the target for Adjusted EBITDA, was approximately at target for 2013 Adjusted EBITDA Margin and was below target for TSR ranking.  

During 2012, RSUs granted were subject to a combination of performance criteria, which was comprised of: (i) earnings per share for 2012; and (ii) the Company’s TSR ranking against peer companies’ TSR for 2012, 2013 and January 1, 2014 to October 31, 2014.  Pursuant to the Plan, discretionary authority was exercised for certain non-executive employees, which reduced the forfeitures that would have occurred through application of the pre-defined performance measurement.

15


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

 

All RSUs granted to date are subject to employment-based criteria and vesting occurs in December of the second year after the grant.  For example, the RSUs granted during 2012 will vest in December 2014 to eligible employees.

The 2014 annual incentive plan award for the Chief Executive Officer (“CEO”) will be settled in shares of common stock based on a price of $14.66 per share, subject to pre-defined performance measures and approval of the Compensation Committee.  As the number of shares cannot be determined and a grant has not yet been made, the CEO’s 2014 award is accounted for as a liability award and adjusted to fair value using the Company’s closing price at the end of each reporting period. The compensation related to the 2013 annual incentive plan for the CEO was determined based on pre-defined company and individual performance measures pursuant to the terms of his award and was settled in shares of common stock in March 2014.  The performance measures for the CEO’s award were the same as the performance measures established for the other eligible Company employees for 2014 and 2013, respectively.  

Under the Director Compensation Plan, shares of restricted stock (“Restricted Shares”) were granted to the Company’s non-employee directors during 2014 and prior years.  The Restricted Shares are subject to service conditions and vesting occurs at the end of specified service periods.

At September 30, 2014, there were 5,032,939 shares of common stock available for issuance in satisfaction of awards under the Plan and 500,564 shares of common stock available for issuance in satisfaction of awards under the Director Compensation Plan. The shares available for both plans are reduced when Restricted Shares or shares of common stock are granted.  RSUs will reduce the shares available in the Plan only when RSUs are settled in shares of common stock.  Although the Company has the option to settle RSUs in stock or cash at vesting, only common stock has been used to settle vested RSUs to date.

We recognize compensation cost for share-based payments to employees and non-employee directors over the period during which the recipient is required to provide service in exchange for the award, based on the fair value of the equity instrument on the date of grant.  We are also required to estimate forfeitures, resulting in the recognition of compensation cost only for those awards that are expected to actually vest.

Awards Based on Restricted Stock to Non-Employee Directors.  As of September 30, 2014, all of the unvested shares of Restricted Shares outstanding were issued to the non-employee directors.  Restricted Shares are subject to forfeiture until vested and cannot be sold, transferred or disposed of during the restricted period. The holders of Restricted Shares generally have the same rights as a shareholder of the Company with respect to such Restricted Shares, including the right to vote and receive dividends or other distributions paid with respect to the Restricted Shares.  The fair value of Restricted Shares was estimated by using the Company’s closing price on the grant date.

A summary of activity in 2014 related to Restricted Shares awarded to non-employee directors is as follows:

 

 

Restricted Shares

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Grant Date Fair

 

 

Shares

 

 

Value Per Share

 

Nonvested, December 31, 2013

 

43,840

 

 

$

15.96

 

Granted

 

18,815

 

 

 

18.60

 

Vested

 

(19,445

)

 

 

18.00

 

Nonvested, September 30, 2014

 

43,210

 

 

$

16.20

 

 

Subject to the satisfaction of service conditions, the outstanding Restricted Shares issued to the non-employee directors as of September 30, 2014 are expected to vest as follows:

 

 

Restricted Shares

 

2015

 

21,520

 

2016

 

15,420

 

2017

 

6,270

 

Total

 

43,210

 

16


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

 

 

The grant date fair value of Restricted Shares granted during the nine months ended September 30, 2014 and 2013 was $0.3 million and $0.3 million, respectively.  The fair value of Restricted Shares that vested during the nine months ended September 30, 2014 and 2013 was $0.3 million and $0.4 million, respectively.  

Awards Based on Restricted Stock Units.  As of September 30, 2014, the Company had outstanding RSUs issued to certain employees.  As described above, the RSUs granted during the nine months ended September 30, 2014 are subject to pre-defined performance measures which cannot be determined at this time; therefore, no portion has been determined to be eligible for vesting as of September 30, 2014.  A portion of the RSUs granted during 2013 and 2012 remains subject to certain pre-defined performance measures of TSR for the defined periods in 2014 and 2015; therefore, the number of RSUs may be adjusted upon determination of the respective performance.  These RSU adjustments related to TSR performance will not affect unrecognized expense, as the fair value of the portion related to market-based awards was established at the date of grant (described below) and actual performance does not affect expense recognition for this portion.  The portion of RSUs subject to performance measurement and adjustment ranges are disclosed in the second table below.  

The fair value for the RSUs granted during the nine months ended September 30, 2014 was determined using the Company’s closing price on the grant date.  The fair value for the 2013 RSUs was determined separately for the component related to the Company specific performance measures (Adjusted EBITDA and Adjusted EBITDA Margin) and the component related to TSR targets.  The fair value of the 2013 RSUs component related to the Company specific performance measures was determined using the Company’s closing price on the grant date.  The fair value for the 2013 RSUs component related to TSR targets was determined by using a Monte Carlo simulation probabilistic model.  The inputs used in the probabilistic model for the Company and the peer companies were: average closing stock prices during January 2013; risk-free interest rates using the London Interbank Offered Rate (“LIBOR”) ranging from 0.27% to 0.91% over the service period; expected volatilities ranging from 30% to 63%; expected dividend yields ranging from 0.0% to 3.1%; and correlation factors ranging from (84%) to 95%.  The expected volatilities, expected dividends and correlation factors were developed using historical data.

A methodology similar to that employed for the 2013 RSUs was used to determine the fair value for the 2012 RSUs.  The inputs used in the probabilistic model for the Company and the peer companies were: average closing stock prices during January 2012; risk-free interest rates using the LIBOR ranging from 0.15% to 0.72% over the service period; expected volatilities ranging from 33% to 74%; expected dividend yields ranging from 0.0% to 2.5%; and correlation factors ranging from (67%) to 94%.  The expected volatilities, expected dividends and correlation factors were developed using historical data.

All RSUs awarded are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restricted period.  Dividend equivalents are earned at the same rate as dividends paid on our common stock after achieving the specified performance requirement for that component of the RSUs.

A summary of activity in 2014 related to RSUs is as follows:

 

 

Restricted Stock Units

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Grant Date Fair

 

 

Units

 

 

Value Per Unit

 

Nonvested, December 31, 2013

 

1,331,753

 

 

$

14.96

 

Granted

 

1,190,920

 

 

 

16.83

 

Vested

 

(4,662

)

 

 

16.26

 

Forfeited

 

(36,422

)

 

 

15.57

 

Nonvested, September 30, 2014

 

2,481,589

 

 

$

15.85

 

 

17


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

 

All of the outstanding RSUs are subject to the satisfaction of service conditions and a portion of the outstanding RSUs are also subject to pre-defined performance measurements.  The RSUs outstanding as of September 30, 2014 potentially eligible to vest are listed in the table below:    

 

 

Restricted Stock Units

 

2014 - subject to service requirements

 

350,031

 

2014 - subject to service and other requirements (1)

 

66,688

 

2015 - subject to service requirements

 

705,176

 

2015 - subject to service and other requirements (2)

 

180,211

 

2016 - subject to service requirements

 

3,400

 

2016 - subject to service and other requirements (3)

 

1,176,083

 

Total

 

2,481,589

 

 

(1)

In addition to service requirements, these RSUs are also subject to TSR performance requirements not yet measureable, with awards ranging from 0% to 150% of amounts granted.

 

(2)

In addition to service requirements, these RSUs are also subject to TSR performance requirements not yet measureable, with awards ranging from 0% to 200% of amounts granted.

 

(3)

In addition to service requirements, these RSUs are also subject to Company specific performance requirements not yet measureable, with awards ranging from 0% to 100% of amounts granted.

 

 

The grant date fair value of RSUs granted during the nine months ended September 30, 2014 and 2013 was $20.0 million and $12.8 million, respectively.  The fair value of RSUs that vested during the nine months ended September 30, 2014 was $0.1 million and resulted from a retirement.  During the nine months ended September 30, 2013, there was no vesting of RSUs.

Awards Based on Common Stock.  A grant and issuance of 42,547 shares of common stock was made in March 2014 to the CEO pursuant to the terms of his 2013 annual incentive compensation award.  The number of shares was determined after deductions for withholding and payroll taxes and the shares were valued at the Company’s closing price as of the date of grant.   

Share-Based Compensation.  A summary of incentive compensation expense under share-based payment arrangements and the related tax benefit is as follows (in thousands):  

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Share-based compensation expense from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock

$

93

 

 

$

99

 

 

$

276

 

 

$

297

 

Restricted stock units

 

3,658

 

 

 

3,408