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)

9 Months Ended

Sep. 30, 2012

Condensed Consolidating Balance Sheet as of September 30, 2012


	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	6,993		$	—	$	—		$	6,993
Receivables:
Oil and natural gas sales		53,969			14,261		—			68,230
Joint interest and other		21,105			—		—			21,105
Income taxes		124,012			—		(109,728	)		14,284

Total receivables		199,086			14,261		(109,728	)		103,619
Restricted cash and cash equivalents		24,026			—		—			24,026
Deposit for acquisition		22,800			—		—			22,800
Prepaid expenses and other assets		32,455			—		—			32,455

Total current assets		285,360			14,261		(109,728	)		189,893
Property and equipment – at cost:
Oil and natural gas properties and equipment		5,917,591			312,035		—			6,229,626
Furniture, fixtures and other		20,912			—		—			20,912

Total property and equipment		5,938,503			312,035		—			6,250,538
Less accumulated depreciation, depletion and amortization		4,384,839			171,709		—			4,556,548

Net property and equipment		1,553,664			140,326		—			1,693,990
Restricted deposits for asset retirement obligations		28,441			—		—			28,441
Deferred income taxes		—			15,986		(15,986	)		—
Other assets		421,125			376,655		(783,452	)		14,328

Total assets	$	2,288,590		$	547,228	$	(909,166	)	$	1,926,652


Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	103,370		$	904	$	—		$	104,274
Undistributed oil and natural gas proceeds		34,437			223		—			34,660
Asset retirement obligations		83,545			—		—			83,545
Accrued liabilities		32,331			—		—			32,331
Income taxes		—			110,078		(109,728	)		350
Deferred income taxes – current		2,945			—		—			2,945

Total current liabilities		256,628			111,205		(109,728	)		258,105
Long-term debt		719,000			—		—			719,000
Asset retirement obligations, less current portion		221,478			29,226		—			250,704
Deferred income taxes		114,379			—		(15,986	)		98,393
Other liabilities		386,125			—		(376,655	)		9,470
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		396,601			231,759		(231,759	)		396,601
Retained earnings		218,545			175,038		(175,038	)		218,545
Treasury stock, at cost		(24,167	)		—		—			(24,167	)

Total shareholders’ equity		590,980			406,797		(406,797	)		590,980

Total liabilities and shareholders’ equity	$	2,288,590		$	547,228	$	(909,166	)	$	1,926,652

Condensed Consolidating Balance Sheet as of December 31, 2011


	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	4,512		$	—	$	—		$	4,512
Receivables:
Oil and natural gas sales		78,131			20,419		—			98,550
Joint interest and other		25,804			—		—			25,804
Income taxes		74,183			—		(74,183	)		—

Total receivables		178,118			20,419		(74,183	)		124,354
Deferred income taxes – current		2,007			—		—			2,007
Prepaid expenses and other assets		30,315			—		—			30,315

Total current assets		214,952			20,419		(74,183	)		161,188
Property and equipment – at cost:
Oil and natural gas properties and equipment		5,689,535			269,481		—			5,959,016
Furniture, fixtures and other		19,500			—		—			19,500

Total property and equipment		5,709,035			269,481		—			5,978,516
Less accumulated depreciation, depletion and amortization		4,208,825			111,585		—			4,320,410

Net property and equipment		1,500,210			157,896		—			1,658,106
Restricted deposits for asset retirement obligations		33,462			—		—			33,462
Deferred income taxes		—			17,637		(17,637	)		—
Other assets		372,572			275,181		(631,584	)		16,169

Total assets	$	2,121,196		$	471,133	$	(723,404	)	$	1,868,925


Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	73,333		$	2,538	$	—		$	75,871
Undistributed oil and natural gas proceeds		33,391			341		—			33,732
Asset retirement obligations		138,185			—		—			138,185
Accrued liabilities		29,705			—		—			29,705
Income taxes		—			84,575		(74,183	)		10,392

Total current liabilities		274,614			87,454		(74,183	)		287,885
Long-term debt		717,000			—		—			717,000
Asset retirement obligations, less current portion		228,419			27,276		—			255,695
Deferred income taxes		76,518			—		(17,637	)		58,881
Other liabilities		280,071			—		(275,181	)		4,890
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		386,920			231,759		(231,759	)		386,920
Retained earnings		181,820			124,644		(124,644	)		181,820
Treasury stock, at cost		(24,167	)		—		—			(24,167	)

Total shareholders’ equity		544,574			356,403		(356,403	)		544,574

Total liabilities and shareholders’ equity	$	2,121,196		$	471,133	$	(723,404	)	$	1,868,925

Condensed Consolidating Statement of Income

Condensed Consolidating Statement of Income for the Three Months Ended September 30, 2012


	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)

Revenues	$	141,139		$	44,807	$	—		$	185,946


Operating costs and expenses:
Lease operating expenses		47,353			6,058		—			53,411
Production taxes		1,353			—		—			1,353
Gathering and transportation		2,084			726		—			2,810
Depreciation, depletion, amortization and accretion		58,744			18,718		—			77,462
General and administrative expenses		18,691			—		—			18,691
Derivative loss		24,659			—		—			24,659

Total costs and expenses		152,884			25,502		—			178,386

Operating income (loss)		(11,745	)		19,305		—			7,560
Earnings of affiliates		12,551			—		(12,551	)		—
Interest expense:
Incurred		14,791			—		—			14,791
Capitalized		(3,383	)		—		—			(3,383	)
Other income		202			—		—			202

Income (loss) before income tax expense (benefit)		(10,400	)		19,305		(12,551	)		(3,646	)
Income tax expense (benefit)		(8,929	)		6,754		—			(2,175	)

Net income (loss)	$	(1,471	)	$	12,551	$	(12,551	)	$	(1,471	)

Condensed Consolidating Statement of Income for the Nine Months Ended September 30, 2012


	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)

Revenues	$	473,297		$	164,048	$	—		$	637,345


Operating costs and expenses:
Lease operating expenses		150,860			19,489		—			170,349
Production taxes		4,174			—		—			4,174
Gathering and transportation		8,788			2,352		—			11,140
Depreciation, depletion, amortization and accretion		189,827			62,067		—			251,894
General and administrative expenses		60,200			2,593		—			62,793
Derivative loss		14,421			—		—			14,421

Total costs and expenses		428,270			86,501		—			514,771

Operating income		45,027			77,547		—			122,574
Earnings of affiliates		50,395			—		(50,395	)		—
Interest expense:
Incurred		43,409			—		—			43,409
Capitalized		(9,899	)		—		—			(9,899	)
Other income		210			—		—			210

Income before income tax expense		62,122			77,547		(50,395	)		89,274
Income tax expense		6,807			27,152		—			33,959

Net income	$	55,315		$	50,395	$	(50,395	)	$	55,315

Condensed Consolidating Statement of Income for the Three Months Ended September 30, 2011


	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)

Revenues	$	174,935		$	70,436	$	—		$	245,371


Operating costs and expenses:
Lease operating expenses		49,854			9,045		—			58,899
Production taxes		1,050			—		—			1,050
Gathering and transportation		3,669			1,184		—			4,853
Depreciation, depletion, amortization and accretion		62,372			22,083		—			84,455
General and administrative expenses		18,104			—		—			18,104
Derivative gain		(17,323	)		—		—			(17,323	)

Total costs and expenses		117,726			32,312		—			150,038

Operating income		57,209			38,124		—			95,333
Earnings of affiliates		24,780			—		(24,780	)		—
Interest expense:
Incurred		14,721			—		—			14,721
Capitalized		(3,163	)		—		—			(3,163	)
Loss on extinguishment of debt		2,031			—		—			2,031
Other income		6			—		—			6

Income before income tax expense		68,406			38,124		(24,780	)		81,750
Income tax expense		15,478			13,344		—			28,822

Net income	$	52,928		$	24,780	$	(24,780	)	$	52,928

Condensed Consolidating Statement of Income for the Nine Months Ended September 30, 2011


	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)

Revenues	$	507,689		$	201,459	$	—		$	709,148


Operating costs and expenses:
Lease operating expenses		130,001			29,900		—			159,901
Production taxes		2,183			—		—			2,183
Gathering and transportation		9,990			3,213		—			13,203
Depreciation, depletion, amortization and accretion		176,999			64,918		—			241,917
General and administrative expenses		51,653			2,582		—			54,235
Derivative gain		(10,815	)		—		—			(10,815	)

Total costs and expenses		360,011			100,613		—			460,624

Operating income		147,678			100,846		—			248,524
Earnings of affiliates		65,550			—		(65,550	)		—
Interest expense:
Incurred		36,913			—		—			36,913
Capitalized		(6,654	)		—		—			(6,654	)
Loss on extinguishment of debt		22,694			—		—			22,694
Other income		22								22

Income before income tax expense		160,297			100,846		(65,550	)		195,593
Income tax expense		33,545			35,296		—			68,841

Net income	$	126,752		$	65,550	$	(65,550	)	$	126,752

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2012


	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	55,315		$	50,395		$	(50,395	)	$	55,315
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		189,827			62,067			—			251,894
Amortization of debt issuance costs		2,046			—			—			2,046
Share-based compensation		9,137			—			—			9,137
Derivative loss		14,421			—			—			14,421
Cash payments on derivative settlements		(6,960	)		—			—			(6,960	)
Deferred income taxes		42,816			1,649			—			44,465
Earnings of affiliates		(50,395	)		—			50,395			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		24,162			6,158			—			30,320
Joint interest and other receivables		3,935			—			—			3,935
Insurance receivables		500			—			—			500
Income taxes		(49,830	)		25,503			—			(24,327	)
Prepaid expenses and other assets		669			(101,473	)		101,474			670
Asset retirement obligations		(63,150	)		—			—			(63,150	)
Accounts payable and accrued liabilities		34,063			(1,752	)		—			32,311
Other liabilities		102,386			—			(101,474	)		912

Net cash provided by operating activities		308,942			42,547			—			351,489


Investing activities:
Investment in oil and natural gas properties and equipment		(269,825	)		(42,547	)		—			(312,372	)
Proceeds from sales of oil and gas properties and equipment		30,453			—			—			30,453
Change in restricted cash		(24,026	)		—			—			(24,026	)
Deposit for acquisition		(22,800	)		—			—			(22,800	)
Purchases of furniture, fixtures and other		(2,125	)		—			—			(2,125	)

Net cash used in investing activities		(288,323	)		(42,547	)		—			(330,870	)


Financing activities:
Borrowings of long-term debt – revolving bank credit facility		316,000			—			—			316,000
Repayments of long-term debt – revolving bank credit facility		(314,000	)		—			—			(314,000	)
Debt issuance costs		(2,081	)		—			—			(2,081	)
Dividends to shareholders		(17,848	)		—			—			(17,848	)
Other		(209	)		—			—			(209	)

Net cash used in financing activities		(18,138	)		—			—			(18,138	)

Increase in cash and cash equivalents		2,481			—			—			2,481
Cash and cash equivalents, beginning of period		4,512			—			—			4,512

Cash and cash equivalents, end of period	$	6,993		$	—		$	—		$	6,993

Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2011


	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	126,752		$	65,550		$	(65,550	)	$	126,752
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		176,999			64,918			—			241,917
Amortization of debt issuance costs		1,401			—			—			1,401
Loss on extinguishment of debt		22,694			—			—			22,694
Share-based compensation		6,437			—			—			6,437
Derivative gain		(10,815	)		—			—			(10,815	)
Cash payments on derivative settlements		(9,239	)		—			—			(9,239	)
Deferred income taxes		68,350			(8,908	)		—			59,442
Earnings of affiliates		(65,550	)		—			65,550			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		(10,946	)		8,033			—			(2,913	)
Joint interest and other receivables		7,465			—			—			7,465
Insurance receivables		18,971			—			—			18,971
Income taxes		(60,099	)		44,205			—			(15,894	)
Prepaid expenses and other assets		(22,796	)		(165,495	)		165,690			(22,601	)
Asset retirement obligations		(51,349	)		—			—			(51,349	)
Accounts payable and accrued liabilities		25,717			(1,631	)		(194	)		23,892
Other liabilities		165,387			—			(165,496	)		(109	)

Net cash provided by operating activities		389,379			6,672			—			396,051


Investing activities:
Acquisition of significant property interest in oil and natural gas properties		(434,582	)		—			—			(434,582	)
Investment in oil and natural gas properties and equipment		(183,735	)		(1,487	)		—			(185,222	)
Investment in subsidiary		5,185			—			(5,185	)		—
Purchases of furniture, fixtures and other		(303	)		—			—			(303	)

Net cash used in investing activities		(613,435	)		(1,487	)		(5,185	)		(620,107	)


Financing activities:
Issuance of 8.5% Senior Notes		600,000			—			—			600,000
Repurchase of 8.25% Senior Notes		(450,000	)		—			—			(450,000	)
Borrowings of long-term debt – revolving bank credit facility		512,000			—			—			512,000
Repayments of long-term debt – revolving bank credit facility		(418,000	)		—			—			(418,000	)
Repurchase premium and debt issuance costs		(31,997	)		—			—			(31,997	)
Investment from parent		—			(5,185	)		5,185			—
Dividends to shareholders		(8,936	)		—			—			(8,936	)

Net cash provided by financing activities		203,067			(5,185	)		5,185			203,067

Decrease in cash and cash equivalents		(20,989	)		—			—			(20,989	)
Cash and cash equivalents, beginning of period		28,655			—			—			28,655

Cash and cash equivalents, end of period	$	7,666		$	—		$	—		$	7,666