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

Supplemental Guarantor Information

3 Months Ended

Mar. 31, 2012

Supplemental Guarantor Information [Abstract]

14. Supplemental Guarantor Information

Our payment obligations under the 8.50% Senior Notes and the Credit Agreement (see Note 6) are fully and unconditionally guaranteed by certain of our wholly-owned subsidiaries, W&T Energy VI, LLC and W&T Energy VII, LLC, which does not have any active operations (together, the "Guarantor Subsidiaries").

The following unaudited condensed consolidating financial information presents the financial condition, results of operations and cash flows of W&T Offshore, Inc. (when referred to on a stand-alone basis, 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 March 31, 2012


									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	8,508		$	—	$	—		$	8,508
Receivables:
Oil and natural gas sales		69,944			19,090		—			89,034
Joint interest and other		27,611			—		—			27,611
Income taxes		94,642			—		(94,642	)		—

Total receivables		192,197			19,090		(94,642	)		116,645
Deferred income taxes		11,004			—		—			11,004
Prepaid expenses and other assets		22,139			—		—			22,139

Total current assets		233,848			19,090		(94,642	)		158,296
Property and equipment – at cost:
Oil and natural gas properties and equipment		5,737,812			280,398		—			6,018,210
Furniture, fixtures and other		20,001			—		—			20,001

Total property and equipment		5,757,813			280,398		—			6,038,211
Less accumulated depreciation, depletion and amortization		4,271,613			131,805		—			4,403,418

Net property and equipment		1,486,200			148,593		—			1,634,793
Restricted deposits for asset retirement obligations		35,518			—		—			35,518
Deferred income taxes		—			18,050		(18,050	)		—
Other assets		388,653			313,034		(687,953	)		13,734

Total assets	$	2,144,219		$	498,767	$	(800,645	)	$	1,842,341

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	64,261		$	731	$	—		$	64,992
Undistributed oil and natural gas proceeds		34,836			239		—			35,075
Asset retirement obligations		105,442			—		—			105,442
Accrued liabilities		55,049			—		—			55,049
Income taxes		—			94,955		(94,642	)		313

Total current liabilities		259,588			95,925		(94,642	)		260,871
Long-term debt		684,000			—		—			684,000
Asset retirement obligations, less current portion		235,113			27,924		—			263,037
Deferred income taxes		88,477			—		(18,050	)		70,427
Other liabilities		332,624			—		(313,034	)		19,590
Shareholders' equity:
Common stock		1			—		—			1
Additional paid-in capital		389,629			231,759		(231,760	)		389,628
Retained earnings		178,954			143,159		(143,159	)		178,954
Treasury stock, at cost		(24,167	)		—		—			(24,167	)

Total shareholders' equity		544,417			374,918		(374,919	)		544,416

Total liabilities and shareholders' equity	$	2,144,219		$	498,767	$	(800,645	)	$	1,842,341

Condensed Consolidating Balance Sheet as of December 31, 2011


									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			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		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 for the Three Months Ended March 31, 2012


									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	176,562		$	59,324	$	—		$	235,886

Operating costs and expenses:
Lease operating expenses		50,018			6,645		—			56,663
Production taxes		1,485			—		—			1,485
Gathering and transportation		3,484			737		—			4,221
Depreciation, depletion, amortization and accretion		67,623			20,868		—			88,491
General and administrative expenses		26,887			2,592		—			29,479
Derivative loss		39,634			—		—			39,634

Total costs and expenses		189,131			30,842		—			219,973

Operating income (loss)		(12,569	)		28,482		—			15,913
Earnings of affiliates		18,516			—		(18,516	)		—
Interest expense:
Incurred		13,905			—		—			13,905
Capitalized		(3,191	)		—		—			(3,191	)

Income (loss) before income tax expense		(4,767	)		28,482		(18,516	)		5,199
Income tax expense (benefit)		(7,985	)		9,966		—			1,981

Net income	$	3,218		$	18,516	$	(18,516	)	$	3,218

Condensed Consolidating Statement of Income for the Three Months Ended March 31, 2011


									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	140,226		$	70,629	$	—		$	210,855

Operating costs and expenses:
Lease operating expenses		42,081			10,324		—			52,405
Production taxes		288			—		—			288
Gathering and transportation		3,072			1,481		—			4,553
Depreciation, depletion, amortization and accretion		51,411			22,681		—			74,092
General and administrative expenses		16,657			1,472		—			18,129
Derivative loss		23,840			—		—			23,840

Total costs and expenses		137,349			35,958		—			173,307

Operating income		2,877			34,671		—			37,548
Earnings of affiliates		22,536			—		(22,536	)		—
Interest expense:
Incurred		10,129			—		—			10,129
Capitalized		(1,412	)		—		—			(1,412	)

Income before income tax expense		16,696			34,671		(22,536	)		28,831
Income tax expense (benefit)		(1,953	)		12,135		—			10,182

Net income	$	18,649		$	22,536	$	(22,536	)	$	18,649


									Consolidated
	Parent			Guarantor					W&T
	Company			Subsidiaries		Eliminations			Offshore, Inc.
	(In thousands)
Revenues	$	140,226		$	70,629	$	—		$	210,855

Operating costs and expenses:
Lease operating expenses		42,081			10,324		—			52,405
Production taxes		288			—		—			288
Gathering and transportation		3,072			1,481		—			4,553
Depreciation, depletion, amortization and accretion		51,411			22,681		—			74,092
General and administrative expenses		16,657			1,472		—			18,129
Derivative loss		23,840			—		—			23,840

Total costs and expenses		137,349			35,958		—			173,307

Operating income		2,877			34,671		—			37,548
Earnings of affiliates		22,536			—		(22,536	)		—
Interest expense:
Incurred		10,129			—		—			10,129
Capitalized		(1,412	)		—		—			(1,412	)

Income before income tax expense		16,696			34,671		(22,536	)		28,831
Income tax expense (benefit)		(1,953	)		12,135		—			10,182

Net income	$	18,649		$	22,536	$	(22,536	)	$	18,649

Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2012


										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	3,218		$	18,516		$	(18,516	)	$	3,218
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		67,623			20,868			—			88,491
Amortization of debt issuance costs		586			—			—			586
Share-based compensation		2,659			—			—			2,659
Derivative loss		39,634			—			—			39,634
Cash payments on derivative settlements		(5,800	)		—			—			(5,800	)
Deferred income taxes		2,963			(413	)		—			2,550
Earnings of affiliates		(18,516	)		—			18,516			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		8,187			1,329			—			9,516
Joint interest and other receivables		(2,170	)		—			—			(2,170	)
Insurance receivables		715			—			—			715
Income taxes		(20,766	)		10,380			—			(10,386	)
Prepaid expenses and other assets		3,735			(37,855	)		38,004			3,884
Asset retirement obligations		(5,384	)		—			—			(5,384	)
Accounts payable and accrued liabilities		1,787			(1,908	)		(150	)		(271	)
Other liabilities		38,769			—			(37,854	)		915

Net cash provided by operating activities		117,240			10,917			—			128,157

Investing activities:
Investment in oil and natural gas properties and equipment		(73,709	)		(10,917	)		—			(84,626	)
Purchases of furniture, fixtures and other		(500	)		—			—			(500	)

Net cash used in investing activities		(74,209	)		(10,917	)		—			(85,126	)

Financing activities:
Borrowings of long-term debt – revolving bank credit facility		84,000			—			—			84,000
Repayments of long-term debt – revolving bank credit facility		(117,000	)		—			—			(117,000	)
Dividends to shareholders		(5,948	)		—			—			(5,948	)
Other		(87	)		—			—			(87	)

Net cash used in financing activities		(39,035	)		—			—			(39,035	)

Increase in cash and cash equivalents		3,996			—			—			3,996
Cash and cash equivalents, beginning of period		4,512			—			—			4,512

Cash and cash equivalents, end of period	$	8,508		$	—		$	—		$	8,508

Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2011


										Consolidated
	Parent			Guarantor						W&T
	Company			Subsidiaries			Eliminations			Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	18,649		$	22,536		$	(22,536	)	$	18,649
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		51,411			22,681			—			74,092
Amortization of debt issuance costs		335			—			—			335
Share-based compensation		1,826			—			—			1,826
Derivative loss		23,840			—			—			23,840
Cash payments on derivative settlements		(2,223	)		—			—			(2,223	)
Deferred income taxes		12,707			(3,360	)		—			9,347
Earnings of affiliates		(22,536	)		—			22,536			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		(3,608	)		1,173			—			(2,435	)
Joint interest and other receivables		3,235			—			—			3,235
Insurance receivables		9,295			—			—			9,295
Income taxes		(33,772	)		15,497			—			(18,275	)
Prepaid expenses and other assets		5,062			(55,164	)		55,164			5,062
Asset retirement obligations		(17,470	)		—			—			(17,470	)
Accounts payable and accrued liabilities		(31,286	)		(1,332	)		—			(32,618	)
Other liabilities		55,229			—			(55,164	)		65

Net cash provided by operating activities		70,694			2,031			—			72,725

Investing activities:
Investment in oil and natural gas properties and equipment		(37,897	)		(2,031	)		—			(39,928	)
Purchases of furniture, fixtures and other		(80	)		—			—			(80	)

Net cash used in investing activities		(37,977	)		(2,031	)		—			(40,008	)

Financing activities:
Borrowings of long-term debt – revolving bank credit facility		10,000			—			—			10,000
Repayments of long-term debt – revolving bank credit facility		(10,000	)		—			—			(10,000	)
Dividends to shareholders		(2,979	)		—			—			(2,979	)

Net cash used in financing activities		(2,979	)		—			—			(2,979	)

Increase in cash and cash equivalents		29,738			—			—			29,738
Cash and cash equivalents, beginning of period		28,655			—			—			28,655

Cash and cash equivalents, end of period	$	58,393		$	—		$	—		$	58,393