W&T Offshore, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Supplemental Guarantor Information

Supplemental Guarantor Information

12 Months Ended

Dec. 31, 2013

20. Supplemental Guarantor Information

Our payment obligations under the Company’s outstanding 8.50% Senior Notes and the Credit Agreement are fully and unconditionally guaranteed by certain of our wholly-owned subsidiaries, including W&T Energy VI, LLC and W&T Energy VII, LLC (together, the “Guarantor Subsidiaries”). W&T Energy VII, LLC does not currently have any active operations or contain any assets. Guarantees of the 8.50% Senior Notes will be released under certain circumstances, including:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of a Guarantor Subsidiary (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary (as such term is defined in the indenture governing the 8.50% Senior Notes) of the Company, if the sale or other disposition does not violate the “Asset Sales” provisions of the indenture;

(2)

in connection with any sale or other disposition of the capital stock of such Guarantor Subsidiary to a person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sales” provisions of the indenture and the Guarantor Subsidiary ceases to be a subsidiary of the Company as a result of such sales or disposition;

(3)	if such Guarantor Subsidiary is a Restricted Subsidiary and the Company designates such Guarantor Subsidiary as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;

(4)	upon Legal Defeasance or Covenant Defeasance (as such terms are defined in the indenture) or upon satisfaction and discharge of the indenture;

(5)	upon the liquidation or dissolution of such Guarantor Subsidiary, provided no event of default has occurred and is continuing; or

(6)	at such time as such Guarantor Subsidiary is no longer required to be a Guarantor Subsidiary of the 8.50% Senior Notes as described in the indenture, provided no event of default has occurred and is continuing.

The following unaudited condensed consolidating financial information presents the financial condition, results of operations and cash flows of W&T Offshore, Inc. (the “Parent Company”) and the Guarantor Subsidiaries, together with consolidating adjustments necessary to present the Company’s results on a consolidated basis.

Condensed Consolidating Balance Sheet as of December 31, 2013

	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	15,800		$	—	$	—		$	15,800
Receivables:
Oil and natural gas sales		75,486			21,266		—			96,752
Joint interest and other		27,984			—		—			27,984
Income taxes		124,393			—		(121,273	)		3,120
Total receivables		227,863			21,266		(121,273	)		127,856
Prepaid expenses and other assets		23,674			6,272		—			29,946
Total current assets		267,337			27,538		(121,273	)		173,602
Property and equipment—at cost:
Oil and natural gas properties and equipment		6,770,396			568,701		—			7,339,097
Furniture, fixtures and other		21,431			—		—			21,431
Total property and equipment		6,791,827			568,701		—			7,360,528
Less accumulated depreciation, depletion and amortization		4,784,932			299,772		—			5,084,704
Net property and equipment		2,006,895			268,929		—			2,275,824
Restricted deposits for asset retirement obligations		37,421			—		—			37,421
Other assets		574,280			427,619		(981,444	)		20,455
Total assets	$	2,885,933		$	724,086	$	(1,102,717	)	$	2,507,302
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	144,492		$	720	$	—		$	145,212
Undistributed oil and natural gas proceeds		41,735			372		—			42,107
Asset retirement obligations		75,977			1,808		—			77,785
Accrued liabilities		28,000			121,273		(121,273	)		28,000
Total current liabilities		290,204			124,173		(121,273	)		293,104
Long-term debt, less current maturities		1,205,421			—		—			1,205,421
Asset retirement obligations, less current portion		238,270			38,367		—			276,637
Deferred income taxes		170,419			7,723		—			178,142
Other liabilities		441,009			—		(427,621	)		13,388
Commitments and contingencies
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		403,564			317,776		(317,776	)		403,564
Retained earnings		161,212			236,047		(236,047	)		161,212
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		540,610			553,823		(553,823	)		540,610
Total liabilities and shareholders’ equity	$	2,885,933		$	724,086	$	(1,102,717	)	$	2,507,302

Condensed Consolidating 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
Prepaid expenses and other assets		25,822			—		—			25,822
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
Other assets		442,540			407,008		(829,605	)		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
Commitments and contingencies
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 for the Twelve Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Revenues	$	780,442		$	203,646		$	—		$	984,088
Operating costs and expenses:
Lease operating expenses		252,511			18,328			—			270,839
Production taxes		7,135			—			—			7,135
Gathering and transportation		13,747			3,763			—			17,510
Depreciation, depletion and amortization		324,794			105,817			—			430,611
Asset retirement obligation accretion		18,152			2,766			—			20,918
General and administrative expenses		78,649			3,225			—			81,874
Derivative loss		8,470			—			—			8,470
Total costs and expenses		703,458			133,899			—			837,357
Operating income		76,984			69,747			—			146,731
Earnings of affiliates		45,209			—			(45,209	)		—
Interest expense:
Incurred		85,531			108			—			85,639
Capitalized		(9,950	)		(108	)		—			(10,058	)
Loss on extinguishment of debt		128			—			—			128
Other income		9,074			—			—			9,074
Income before income tax expense		55,558			69,747			(45,209	)		80,096
Income tax expense		4,236			24,538			—			28,774
Net income	$	51,322		$	45,209		$	(45,209	)	$	51,322

Condensed Consolidating Statement of Income for the Twelve Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Revenues	$	659,203		$	215,288	$	—		$	874,491
Operating costs and expenses:
Lease operating expenses		209,581			22,679		—			232,260
Production taxes		5,840			—		—			5,840
Gathering and transportation		11,703			3,175		—			14,878
Depreciation, depletion and amortization		253,807			82,370		—			336,177
Asset retirement obligation accretion		17,463			2,592		—			20,055
General and administrative expenses		79,424			2,593		—			82,017
Derivative loss		13,954			—		—			13,954
Total costs and expenses		591,772			113,409		—			705,181
Operating income		67,431			101,879		—			169,310
Earnings of affiliates		66,195			—		(66,195	)		—
Interest expense:
Incurred		63,268			—		—			63,268
Capitalized		(13,274	)		—		—			(13,274	)
Other income		215			—		—			215
Income before income tax expense		83,847			101,879		(66,195	)		119,531
Income tax expense		11,863			35,684		—			47,547
Net income	$	71,984		$	66,195	$	(66,195	)	$	71,984

Condensed Consolidating Statement of Income for the Twelve Months Ended December 31, 2011

	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Revenues	$	697,899		$	273,148	$	—		$	971,047
Operating costs and expenses:
Lease operating expenses		182,165			37,041		—			219,206
Production taxes		4,275			—		—			4,275
Gathering and transportation		12,676			4,244		—			16,920
Depreciation, depletion and amortization		214,740			84,275		—			299,015
Asset retirement obligation accretion		26,947			2,824		—			29,771
General and administrative expenses		71,714			2,582		—			74,296
Derivative gain		(1,896	)		—		—			(1,896	)
Total costs and expenses		510,621			130,966		—			641,587
Operating income		187,278			142,182		—			329,460
Earnings of affiliates		92,533			—		(92,533	)		—
Interest expense:
Incurred		52,393			—		—			52,393
Capitalized		(9,877	)		—		—			(9,877	)
Loss on extinguishment of debt		22,694			—		—			22,694
Other income		84			—		—			84
Income before income tax expense		214,685			142,182		(92,533	)		264,334
Income tax expense		41,868			49,649		—			91,517
Net income	$	172,817		$	92,533	$	(92,533	)	$	172,817

Condensed Consolidating Statement of Cash Flows for the Twelve Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	51,322		$	45,209		$	(45,209	)	$	51,322
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		342,946			108,583			—			451,529
Amortization of debt issuance costs and premium		1,645			—			—			1,645
Loss on extinguishment of debt		128			—			—			128
Share-based compensation		11,525			—			—			11,525
Derivative loss		8,470			—			—			8,470
Cash payments on derivative settlements (realized)		(8,589	)		—			—			(8,589	)
Deferred income taxes		11,522			19,398			—			30,920
Earnings of affiliates		(45,209	)		—			45,209			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		5,242			(4,262	)		—			980
Joint interest and other receivables		28,566			—			—			28,566
Insurance proceeds		5,691			—			—			5,691
Income taxes		39,188			5,140			—			44,328
Prepaid expenses and other assets		(5,606	)		(38,558	)		34,120			(10,044	)
Asset retirement obligations		(79,950	)		(1,593	)		—			(81,543	)
Accounts payable and accrued liabilities		27,415			717			—			28,132
Other		32,418			—			(34,120	)		(1,702	)
Net cash provided by operating activities		426,724			134,634			—			561,358
Investing activities:
Acquisition of property interest in oil and natural gas properties		(82,424	)		—			—			(82,424	)
Investment in oil and natural gas properties and equipment		(331,303	)		(220,651	)		—			(551,954	)
Investment in subsidiary		(86,017	)		—			86,017			—
Proceeds from sales of assets and other, net		21,008			—			—			21,008
Purchases of furniture, fixtures, misc. sales and other		(1,435	)		—			—			(1,435	)
Net cash used in investing activities		(480,171	)		(220,651	)		86,017			(614,805	)
Financing activities:
Borrowings of long-term debt - revolving bank credit facility		563,000			—			—			563,000
Repayments of long-term debt - revolving bank credit facility		(443,000	)		—			—			(443,000	)
Debt issuance costs		(3,892	)		—			—			(3,892	)
Dividends to shareholders		(58,846	)		—			—			(58,846	)
Investment from parent		—			86,017			(86,017	)		—
Other		(260	)		—			—			(260	)
Net cash provided by financing activities		57,002			86,017			(86,017	)		57,002
Increase in cash and cash equivalents		3,555			—			—			3,555
Cash and cash equivalents, beginning of period		12,245			—			—			12,245
Cash and cash equivalents, end of period	$	15,800		$	—		$	—		$	15,800

Condensed Consolidating Statement of Cash Flows for the Twelve Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	71,984		$	66,195		$	(66,195	)	$	71,984
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		271,270			84,962			—			356,232
Amortization of debt issuance costs and premium		2,575			—			—			2,575
Share-based compensation		12,398			—			—			12,398
Derivative loss		13,954			—			—			13,954
Cash payments on derivative settlements (realized)		(7,664	)		—			—			(7,664	)
Deferred income taxes		83,981			4,128			—			88,109
Earnings of affiliates		(66,195	)		—			66,195			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		(2,597	)		3,415			—			818
Joint interest and other receivables		(31,399	)		—			—			(31,399	)
Insurance proceeds		2,576			—			—			2,576
Income taxes		(89,568	)		31,557			—			(58,011	)
Prepaid expenses and other assets		7,442			(118,320	)		118,318			7,440
Asset retirement obligations		(112,199	)		(628	)		—			(112,827	)
Accounts payable and accrued liabilities		40,530			(2,504	)		—			38,026
Other		119,244			—			(118,318	)		926
Net cash provided by operating activities		316,332			68,805			—			385,137
Investing activities:
Acquisition of property interest in oil and natural gas properties		(205,550	)		—			—			(205,550	)
Investment in oil and natural gas properties and equipment		(410,508	)		(68,805	)		—			(479,313	)
Proceeds from sales of assets and other, net		30,453			—			—			30,453
Purchases of furniture, fixtures, misc. sales and other		(3,031	)		—			—			(3,031	)
Net cash used in investing activities		(588,636	)		(68,805	)		—			(657,441	)
Financing activities:
Issuance of 8.50% Senior Notes		318,000			—			—			318,000
Borrowings of long-term debt - revolving bank credit facility		732,000			—			—			732,000
Repayments of long-term debt - revolving bank credit facility		(679,000	)		—			—			(679,000	)
Debt issuance costs		(8,510	)		—			—			(8,510	)
Dividends to shareholders		(82,832	)		—			—			(82,832	)
Other		379			—			—			379
Net cash provided by financing activities		280,037			—			—			280,037
Increase in cash and cash equivalents		7,733			—			—			7,733
Cash and cash equivalents, beginning of period		4,512			—			—			4,512
Cash and cash equivalents, end of period	$	12,245		$	—		$	—		$	12,245

Condensed Consolidating Statement of Cash Flows for the Twelve Months Ended December 31, 2011

	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	172,817		$	92,533		$	(92,533	)	$	172,817
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		241,687			87,099			—			328,786
Amortization of debt issuance costs		2,010			—			—			2,010
Loss on extinguishment of debt		22,694			—			—			22,694
Share-based compensation		9,710			—			—			9,710
Derivative gain		(1,896	)		—			—			(1,896	)
Cash payments on derivative settlements (realized)		(9,873	)		—			—			(9,873	)
Deferred income taxes		76,717			(14,882	)		—			61,835
Earnings of affiliates		(92,533	)		—			92,533			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		(27,709	)		9,070			—			(18,639	)
Joint interest and other receivables		375			—			—			375
Insurance proceeds		20,771			—			—			20,771
Income taxes		(71,655	)		64,531			—			(7,124	)
Prepaid expenses and other assets		(8,003	)		(228,020	)		228,214			(7,809	)
Asset retirement obligations		(59,958	)		—			—			(59,958	)
Accounts payable and accrued liabilities		8,589			(514	)		(194	)		7,881
Other		227,918			—			(228,020	)		(102	)
Net cash provided by operating activities		511,661			9,817			—			521,478
Investing activities:
Acquisition of property interest in oil and natural gas properties		(437,247	)		—			—			(437,247	)
Investment in oil and natural gas properties and equipment		(277,147	)		(4,632	)		—			(281,779	)
Investment in subsidiary		5,185			—			(5,185	)		—
Proceeds from sales of assets and other, net		15			—			—			15
Purchases of furniture, fixtures, misc. sales and other		(3,660	)		—			—			(3,660	)
Net cash used in investing activities		(712,854	)		(4,632	)		(5,185	)		(722,671	)
Financing activities:
Issuance of 8.50% 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		623,000			—			—			623,000
Repayments of long-term debt - revolving bank credit facility		(506,000	)		—			—			(506,000	)
Repurchase premium and debt issuance costs		(32,288	)		—			—			(32,288	)
Dividends to shareholders		(58,756	)		—			—			(58,756	)
Investment from parent		—			(5,185	)		5,185			—
Other		1,094			—			—			1,094
Net cash provided by (used in) financing activities		177,050			(5,185	)		5,185			177,050
Decrease in cash and cash equivalents		(24,143	)		—			—			(24,143	)
Cash and cash equivalents, beginning of period		28,655			—			—			28,655
Cash and cash equivalents, end of period	$	4,512		$	—		$	—		$	4,512