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, 2013

Condensed Consolidating Balance Sheet as of June 30, 2013

	Parent Company			Guarantor Subsidiaries
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	9,276		$	—	$	—		$	9,276
Receivables:
Oil and natural gas sales		65,290			15,411		(31	)		80,670
Joint interest and other		22,921			—		—			22,921
Income taxes		165,239			—		(125,683	)		39,556
Total receivables		253,450			15,411		(125,714	)		143,147
Prepaid expenses and other assets		37,214			—		—			37,214
Total current assets		299,940			15,411		(125,714	)		189,637
Property and equipment – at cost:
Oil and natural gas properties and equipment		6,624,347			385,488		—			7,009,835
Furniture, fixtures and other		20,848			—		—			20,848
Total property and equipment		6,645,195			385,488		—			7,030,683
Less accumulated depreciation, depletion and amortization		4,614,980			236,993		—			4,851,973
Net property and equipment		2,030,215			148,495		—			2,178,710
Restricted deposits for asset retirement obligations		33,469			—		—			33,469
Deferred income taxes		—			8,689		(8,689	)		—
Other assets		468,352			434,660		(884,814	)		18,198
Total assets	$	2,831,976		$	607,255	$	(1,019,217	)	$	2,420,014

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	123,101		$	—	$	(31	)	$	123,070
Undistributed oil and natural gas proceeds		41,788			280		—			42,068
Asset retirement obligations		74,687			—		—			74,687
Accrued liabilities		13,468			126,199		(125,683	)		13,984
Deferred income tax - current		5,760			—		—			5,760
Total current liabilities		258,804			126,479		(125,714	)		259,569
Long-term debt		1,099,537			—		—			1,099,537
Asset retirement obligations, less current portion		279,295			30,623		—			309,918
Deferred income taxes		171,637			—		(8,689	)		162,948
Other liabilities		440,525			—		(434,661	)		5,864
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		401,097			231,759		(231,759	)		401,097
Retained earnings		205,247			218,394		(218,394	)		205,247
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		582,178			450,153		(450,153	)		582,178
Total liabilities and shareholders’ equity	$	2,831,976		$	607,255	$	(1,019,217	)	$	2,420,014

Condensed Consolidating Balance Sheet as of December 31, 2012

	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	12,245		$	—	$	—		$	12,245
Receivables:
Oil and natural gas sales		80,729			17,004		—			97,733
Joint interest and other		56,439			—		—			56,439
Income taxes		163,750			—		(115,866	)		47,884
Total receivables		300,918			17,004		(115,866	)		202,056
Deferred income taxes		267			—		—			267
Prepaid expenses and other assets		25,555			—		—			25,555
Total current assets		338,985			17,004		(115,866	)		240,123
Property and equipment – at cost:
Oil and natural gas properties and equipment		6,356,529			337,981		—			6,694,510
Furniture, fixtures and other		21,786			—		—			21,786
Total property and equipment		6,378,315			337,981		—			6,716,296
Less accumulated depreciation, depletion and amortization		4,461,886			193,955		—			4,655,841
Net property and equipment		1,916,429			144,026		—			2,060,455
Restricted deposits for asset retirement obligations		28,466			—		—			28,466
Deferred income taxes		—			13,509		(13,509	)		—
Other assets		442,540			393,499		(816,096	)		19,943
Total assets	$	2,726,420		$	568,038	$	(945,471	)	$	2,348,987

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	123,792		$	93	$	—		$	123,885
Undistributed oil and natural gas proceeds		36,791			282		—			37,073
Asset retirement obligations		92,595			—		35			92,630
Accrued liabilities		20,755			116,132		(115,866	)		21,021
Total current liabilities		273,933			116,507		(115,831	)		274,609
Long-term debt		1,087,611			—		—			1,087,611
Asset retirement obligations, less current portion		262,524			28,934		(35	)		291,423
Deferred income taxes		158,758			—		(13,509	)		145,249
Other liabilities		402,407			—		(393,499	)		8,908
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		396,186			231,759		(231,759	)		396,186
Retained earnings		169,167			190,838		(190,838	)		169,167
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		541,187			422,597		(422,597	)		541,187
Total liabilities and shareholders’ equity	$	2,726,420		$	568,038	$	(945,471	)	$	2,348,987

Condensed Consolidating Statement of Income

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

	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.


	(In thousands)

Revenues	$	185,899		$	49,484	$	—		$	235,383

Operating costs and expenses:
Lease operating expenses		64,977			3,271		—			68,248
Production taxes		1,780			—		—			1,780
Gathering and transportation		3,731			877		—			4,608
Depreciation, depletion, amortization and accretion		77,951			21,945		—			99,896
General and administrative expenses		18,758			1,110		—			19,868
Derivative gain		(12,840	)		—		—			(12,840	)
Total costs and expenses		154,357			27,203		—			181,560
Operating income		31,542			22,281		—			53,823
Earnings of affiliates		14,456			—		(14,456	)		—
Interest expense:
Incurred		21,536			—		—			21,536
Capitalized		(2,532	)		—		—			(2,532	)
Income before income tax expense		26,994			22,281		(14,456	)		34,819
Income tax expense		4,598			7,825		—			12,423
Net income	$	22,396		$	14,456	$	(14,456	)	$	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	$	395,428			$	99,177	$	—		$	494,605

Operating costs and expenses:
Lease operating expenses		119,507				8,083		—			127,590
Production taxes		3,569				—		—			3,569
Gathering and transportation		7,393				1,659		—			9,052
Depreciation, depletion, amortization and accretion		164,366				44,401		—			208,767
General and administrative expenses		38,363				2,592		—			40,955
Derivative gain		(9,473	)			—		—			(9,473	)
Total costs and expenses		323,725				56,735		—			380,460
Operating income		71,703				42,442		—			114,145
Earnings of affiliates		27,556				—		(27,556	)		—
Interest expense:
Incurred		42,770				—		—			42,770
Capitalized		(4,964	)			—		—			(4,964	)
Income before income tax expense		61,453				42,442		(27,556	)		76,339
Income tax expense		12,439				14,886		—			27,325
Net income	$	49,014			$	27,556	$	(27,556	)	$	49,014

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

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

Revenues	$	155,595		$		59,918	$		—		$		215,513

Operating costs and expenses:
Lease operating expenses		53,490				6,786			—				60,276
Production taxes		1,335				—			—				1,335
Gathering and transportation		3,221				889			—				4,110
Depreciation, depletion, amortization and accretion		63,459				22,482			—				85,941
General and administrative expenses		14,623				—			—				14,623
Derivative gain		(49,872	)			—			—				(49,872	)
Total costs and expenses		86,256				30,157			—				116,413
Operating income		69,339				29,761			—				99,100
Earnings of affiliates		19,328				—			(19,328	)			—
Interest expense:
Incurred		14,706				—			—				14,706
Capitalized		(3,326	)			—			—				(3,326	)
Income before income tax expense		77,287				29,761			(19,328	)			87,720
Income tax expense		23,720				10,433			—				34,153
Net income	$	53,567		$		19,328	$		(19,328	)	$		53,567

Condensed Consolidating Statement of Income for the Six Months Ended June 30, 2012

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

Revenues	$	332,157		$		119,242	$		—		$		451,399

Operating costs and expenses:
Lease operating expenses		103,507				13,431			—				116,938
Production taxes		2,821				—			—				2,821
Gathering and transportation		6,704				1,626			—				8,330
Depreciation, depletion, amortization and accretion		131,082				43,350			—				174,432
General and administrative expenses		41,510				2,592			—				44,102
Derivative gain		(10,238	)			—			—				(10,238	)
Total costs and expenses		275,386				60,999			—				336,385
Operating income		56,771				58,243			—				115,014
Earnings of affiliates		37,844				—			(37,844	)			—
Interest expense:
Incurred		28,612				—			—				28,612
Capitalized		(6,517	)			—			—				(6,517	)
Income before income tax expense		72,520				58,243			(37,844	)			92,919
Income tax expense		15,735				20,399			—				36,134
Net income	$	56,785		$		37,844	$		(37,844	)	$		56,785

Condensed Consolidating Statement of Cash Flows

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		$		27,556		$		(27,556	)	$		49,014
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		164,366				44,401				—				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		18,906				4,820				—				23,726
Earnings of affiliates		(27,556	)			—				27,556				—
Changes in operating assets and liabilities:
Oil and natural gas receivables		15,439				1,624				—				17,063
Joint interest and other receivables		33,620				—				—				33,620
Insurance receivables		5,015				—				—				5,015
Income taxes		(1,487	)			10,066				—				8,579
Prepaid expenses and other assets		(12,381	)			(41,160	)			41,160				(12,381	)
Asset retirement obligation settlements		(32,723	)			(163	)			—				(32,886	)
Accounts payable, accrued liabilities and other		44,054				(126	)			(41,160	)			2,768
Net cash provided by operating activities		250,344				47,018				—				297,362

Investing activities:
Investment in oil and natural gas properties and equipment		(252,195	)			(47,018	)			—				(299,213	)
Purchases of furniture, fixtures and other		(981	)			—				—				(981	)
Net cash used in investing activities		(253,176	)			(47,018	)			—				(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	)
Decrease 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

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2012

										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	56,785		$	37,844		$	(37,844	)	$	56,785
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		131,082			43,350			—			174,432
Amortization of debt issuance costs		1,287			—			—			1,287
Share-based compensation		5,818			—			—			5,818
Derivative gain		(10,238	)		—			—			(10,238	)
Cash payments on derivative settlements		(6,084	)		—			—			(6,084	)
Deferred income taxes		46,010			2,110			—			48,120
Earnings of affiliates		(37,844	)		—			37,844			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		22,750			3,371			—			26,121
Joint interest and other receivables		3,630			—			—			3,630
Insurance receivables		500			—			—			500
Income taxes		(40,351	)		18,289			—			(22,062	)
Prepaid expenses and other assets		(14,110	)		(71,419	)		71,419			(14,110	)
Asset retirement obligations		(29,228	)		—			—			(29,228	)
Accounts payable, accrued liabilities and other		79,539			(1,766	)		(71,419	)		6,354
Net cash provided by operating activities		209,546			31,779			—			241,325

Investing activities:
Investment in oil and natural gas properties and equipment		(155,505	)		(31,779	)		—			(187,284	)
Proceeds from sales of oil and gas properties and equipment		30,453			—			—			30,453
Change in restricted cash		(30,763	)		—			—			(30,763	)
Purchases of furniture, fixtures and other		(668	)		—			—			(668	)
Net cash used in investing activities		(156,483	)		(31,779	)		—			(188,262	)

Financing activities:
Borrowings of long-term debt – revolving bank credit facility		197,000			—			—			197,000
Repayments of long-term debt – revolving bank credit facility		(234,000	)		—			—			(234,000	)
Dividends to shareholders		(11,898	)		—			—			(11,898	)
Other		(124	)		—			—			(124	)
Net cash used in financing activities		(49,022	)		—			—			(49,022	)
Increase in cash and cash equivalents		4,041			—			—			4,041
Cash and cash equivalents, beginning of period		4,512			—			—			4,512
Cash and cash equivalents, end of period	$	8,553		$	—		$	—		$	8,553