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, 2011

Supplemental Guarantor Information [Abstract]

21. Supplemental Guarantor Information

Our payment obligations under the Notes and the Credit Agreement (see Note 7) are fully and unconditionally guaranteed by certain of our wholly-owned subsidiaries, Energy VI, which includes the operations of the acquisitions closed in 2010 as described in Note 2, 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. (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, 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		25,089			—		—			25,089
Insurance		715			—		—			715
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
Commitments and contingencies
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 Balance Sheet as of December 31, 2010


	Parent Company			Guarantor Subsidiaries (1)		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	28,655		$	—	$	—		$	28,655
Receivables:
Oil and natural gas sales		50,421			29,490		—			79,911
Joint interest and other		25,415			—		—			25,415
Insurance		1,014			—		—			1,014
Income taxes		2,492			—		(2,492	)		—

Total receivables		79,342			29,490		(2,492	)		106,340
Deferred income taxes		5,784			2,755		(2,755	)		5,784
Prepaid expenses and other assets		23,426			—		—			23,426

Total current assets		137,207			32,245		(5,247	)		164,205
Property and equipment – at cost:
Oil and natural gas properties and equipment		4,955,460			270,122		—			5,225,582
Furniture, fixtures and other		15,841			—		—			15,841

Total property and equipment		4,971,301			270,122		—			5,241,423
Less accumulated depreciation, depletion and amortization		3,994,085			27,310		—			4,021,395

Net property and equipment		977,216			242,812		—			1,220,028
Restricted deposits for asset retirement obligations		30,636			—		—			30,636
Deferred income taxes		2,819			—		—			2,819
Other assets		275,461			47,160		(316,215	)		6,406

Total assets	$	1,423,339		$	322,217	$	(321,462	)	$	1,424,094

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	77,422		$	3,020	$	—		$	80,442
Undistributed oil and natural gas proceeds		24,866			374		—			25,240
Asset retirement obligations		92,575			—		—			92,575
Accrued liabilities		25,827			—		—			25,827
Income taxes		—			20,044		(2,492	)		17,552

Total current liabilities		220,690			23,438		(2,492	)		241,636
Long-term debt		450,000			—		—			450,000
Asset retirement obligations, less current portion		269,016			29,725		—			298,741
Deferred income taxes		2,755			—		(2,755	)		—
Other liabilities		59,135			—		(47,161	)		11,974
Commitments and contingencies
Shareholders' equity:
Common stock		1			—		—			1
Additional paid-in capital		377,529			236,944		(236,944	)		377,529
Retained earnings		68,380			32,110		(32,110	)		68,380
Treasury stock, at cost		(24,167	)		—		—			(24,167	)

Total shareholders' equity		421,743			269,054		(269,054	)		421,743

Total liabilities and shareholders' equity	$	1,423,339		$	322,217	$	(321,462	)	$	1,424,094

(1)	Began operations on May 1, 2010

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) loss		(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
Interest income		84			—		—			84

Income before income tax expense		214,685			142,182		(92,533	)		264,334
Income tax expense (benefit)		41,868			49,649		—			91,517

Net income	$	172,817		$	92,533	$	(92,533	)	$	172,817

Condensed Consolidating Statement of Income for the Twelve Months Ended December 31, 2010


	Parent Company			Guarantor Subsidiaries (1)		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)

Revenues	$	608,600		$	97,183	$	—		$	705,783

Operating costs and expenses:
Lease operating expenses		152,534			17,136		—			169,670
Production taxes		1,194			—		—			1,194
Gathering and transportation		15,338			1,146		—			16,484
Depreciation, depletion and amortization		241,105			27,310		—			268,415
Asset retirement obligation accretion		25,122			563		—			25,685
General and administrative expenses		51,662			1,628		—			53,290
Derivative (gain) loss		4,256			—		—			4,256

Total costs and expenses		491,211			47,783		—			538,994

Operating income		117,389			49,400		—			166,789
Earnings of affiliates		32,110			—		(32,110	)		—
Interest expense:
Incurred		43,101			—		—			43,101
Capitalized		(5,395	)		—		—			(5,395	)
Interest income		710			—		—			710

Income before income tax expense		112,503			49,400		(32,110	)		129,793
Income tax expense (benefit)		(5,389	)		17,290		—			11,901

Net income	$	117,892		$	32,110	$	(32,110	)	$	117,892

(1)	Began operations on May 1, 2010.

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 (loss)	$	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) loss		(1,896	)		—			—			(1,896	)
Cash payments on derivative settlements		(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 receivables		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 liabilities		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	)		—
Purchases of furniture, fixtures, misc. sales and other		(3,645	)		—			—			(3,645	)

Net cash used in investing activities		(712,854	)		(4,632	)		(5,185	)		(722,671	)

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		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	)
Other		1,094			—			—			1,094
Investment from parent		—			(5,185	)		5,185			—

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

Condensed Consolidating Statement of Cash Flows for the Twelve Months Ended December 31, 2010


	Parent Company			Guarantor Subsidiaries (1)			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Operating activities:
Net income (loss)	$	117,892		$	32,110		$	(32,110	)	$	117,892
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		266,227			27,873			—			294,100
Amortization of debt issuance costs		1,338			—			—			1,338
Share-based compensation		5,533			—			—			5,533
Derivative (gain) loss		4,256			—			—			4,256
Cash payments on derivative settlements		874			—			—			874
Deferred income taxes		(5,511	)		(2,755	)		—			(8,266	)
Earnings of affiliates		(32,110	)		—			32,110			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		4,556			(29,489	)		—			(24,933	)
Joint interest and other receivables		25,897			—			—			25,897
Insurance receivables		54,873			—			—			54,873
Income taxes		84,023			20,044			—			104,067
Prepaid expenses and other assets		4,536			(47,160	)		47,160			4,536
Asset retirement obligations		(87,166	)		—			—			(87,166	)
Accounts payable and accrued liabilities		(35,278	)		3,393			—			(31,885	)
Other liabilities		50,816			—			(47,160	)		3,656

Net cash provided by operating activities		460,756			4,016			—			464,772

Investing activities:
Acquisition of property interest in oil and natural gas properties		—			(236,944	)		—			(236,944	)
Investment in oil and natural gas properties and equipment		(174,693	)		(4,016	)		—			(178,709	)
Proceeds from sales of oil and natural gas properties and equipment		1,420			—			—			1,420
Investment in subsidiary		(236,944	)		—			236,944			—
Purchases of furniture, fixtures and other		(760	)		—			—			(760	)

Net cash used in investing activities		(410,977	)		(240,960	)		236,944			(414,993	)

Financing activities:
Borrowings of revolving bank credit facility		627,500			—			—			627,500
Repayments of revolving bank credit facility		(627,500	)		—			—			(627,500	)
Dividends to shareholders		(59,609	)		—			—			(59,609	)
Other		298			—			—			298
Investment from parent		—			236,944			(236,944	)		—

Net cash provided by (used in) financing activities		(59,311	)		236,944			(236,944	)		(59,311	)

Decrease in cash and cash equivalents		(9,532	)		—			—			(9,532	)
Cash and cash equivalents, beginning of period		38,187			—			—			38,187

Cash and cash equivalents, end of period	$	28,655		$	—		$	—		$	28,655

(1)	Began operations on May 1, 2010.