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, 2013

Condensed Consolidating Balance Sheet as of September 30, 2013

	Parent Company			Guarantor Subsidiaries		Eliminations
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	15,227		$	—	$	—		$	15,227
Receivables:
Oil and natural gas sales		66,953			18,301		(33	)		85,221
Joint interest and other		31,492			—		—			31,492
Total receivables		98,445			18,301		(33	)		116,713
Restricted cash and cash equivalents		16,459			—		—			16,459
Prepaid expenses and other assets		152,739			3,991		(123,880	)		32,850
Total current assets		282,870			22,292		(123,913	)		181,249
Property and equipment – at cost:
Oil and natural gas properties and equipment		6,703,175			416,911		—			7,120,086
Furniture, fixtures and other		21,325			—		—			21,325
Total property and equipment		6,724,500			416,911		—			7,141,411
Less accumulated depreciation, depletion and amortization		4,690,550			260,218		—			4,950,768
Net property and equipment		2,033,950			156,693		—			2,190,643
Restricted deposits for asset retirement obligations		34,966			—		—			34,966
Deferred income taxes		—			4,549		(4,549	)		—
Other assets		481,029			441,908		(906,095	)		16,842
Total assets	$	2,832,815		$	625,442	$	(1,034,557	)	$	2,423,700
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	130,021		$	—	$	(33	)	$	129,988
Undistributed oil and natural gas proceeds		40,989			289		—			41,278
Asset retirement obligations		95,014			—		—			95,014
Accrued liabilities		45,272			129,656		(123,880	)		51,048
Total current liabilities		311,296			129,945		(123,913	)		317,328
Long-term debt		1,052,984			—		—			1,052,984
Asset retirement obligations, less current portion		235,782			31,311		—			267,093
Deferred income taxes		181,953			—		(4,549	)		177,404
Other liabilities		457,768			—		(441,909	)		15,859
Shareholders’ equity:
Common stock		1			—		—			1
Additional paid-in capital		404,604			231,759		(231,759	)		404,604
Retained earnings		212,594			232,427		(232,427	)		212,594
Treasury stock, at cost		(24,167	)		—		—			(24,167	)
Total shareholders’ equity		593,032			464,186		(464,186	)		593,032
Total liabilities and shareholders’ equity	$	2,832,815		$	625,442	$	(1,034,557	)	$	2,423,700

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
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 September 30, 2013

	Parent Company
	(In thousands)
Revenues	$	195,064		$	49,491	$	—		$	244,555
Operating costs and expenses:
Lease operating expenses		64,952			2,394		—			67,346
Production taxes		1,807			—		—			1,807
Gathering and transportation		2,706			905		—			3,611
Depreciation, depletion, amortization and accretion		80,230			23,913		—			104,143
General and administrative expenses		19,375			649		—			20,024
Derivative loss		15,659			—		—			15,659
Total costs and expenses		184,729			27,861		—			212,590
Operating income		10,335			21,630		—			31,965
Earnings of affiliates		14,032			—		(14,032	)		—
Interest expense:
Incurred		21,373			—		—			21,373
Capitalized		(2,573	)		—		—			(2,573	)
Other income		9,062			—		—			9,062
Income before income tax expense		14,629			21,630		(14,032	)		22,227
Income tax expense		435			7,598		—			8,033
Net income	$	14,194		$	14,032	$	(14,032	)	$	14,194

Condensed Consolidating Statement of Income for the Nine Months Ended September 30, 2013

	Parent Company			Guarantor Subsidiaries		Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Revenues	$	590,492		$	148,668	$	—		$	739,160
Operating costs and expenses:
Lease operating expenses		184,458			10,477		—			194,935
Production taxes		5,375			—		—			5,375
Gathering and transportation		10,099			2,564		—			12,663
Depreciation, depletion, amortization and accretion		244,597			68,314		—			312,911
General and administrative expenses		57,738			3,241		—			60,979
Derivative loss		6,186			—		—			6,186
Total costs and expenses		508,453			84,596		—			593,049
Operating income		82,039			64,072		—			146,111
Earnings of affiliates		41,589			—		(41,589	)		—
Interest expense:
Incurred		64,157			—		—			64,157
Capitalized		(7,537	)		—		—			(7,537	)
Other income		9,075			—		—			9,075
Income before income tax expense		76,083			64,072		(41,589	)		98,566
Income tax expense		12,875			22,483		—			35,358
Net income	$	63,208		$	41,589	$	(41,589	)	$	63,208

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		(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 Cash Flows

Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2013

	Parent Company			Guarantor Subsidiaries			Eliminations			Consolidated W&T Offshore, Inc.
	(In thousands)
Operating activities:
Net income	$	63,208		$	41,589		$	(41,589	)	$	63,208
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		244,597			68,314			—			312,911
Amortization of debt issuance costs and premium		1,366			—			—			1,366
Share-based compensation		8,457			—			—			8,457
Derivative loss		6,186			—			—			6,186
Cash payments on derivative settlements		(6,855	)		—			—			(6,855	)
Deferred income taxes		22,621			8,960			—			31,581
Earnings of affiliates		(41,589	)		—			41,589			—
Changes in operating assets and liabilities:
Oil and natural gas receivables		13,775			(1,264	)		—			12,511
Joint interest and other receivables		24,947			—			—			24,947
Insurance receivables		5,117			—			—			5,117
Income taxes		39,909			13,524			—			53,433
Prepaid expenses and other assets		(6,823	)		(52,400	)		48,408			(10,815	)
Asset retirement obligation settlements		(59,017	)		(171	)		—			(59,188	)
Accounts payable, accrued liabilities and other		81,501			(119	)		(48,408	)		32,974
Net cash provided by operating activities		397,400			78,433			—			475,833
Investing activities:
Investment in oil and natural gas properties and equipment		(344,659	)		(78,433	)		—			(423,092	)
Proceeds from sales of assets and other, net		21,011			—			—			21,011
Change in restricted cash		(16,459	)		—			—			(16,459	)
Purchases of furniture, fixtures and other		(1,327	)		—			—			(1,327	)
Net cash used in investing activities		(341,434	)		(78,433	)		—			(419,867	)
Financing activities:
Borrowings of long-term debt – revolving bank credit facility		335,000			—			—			335,000
Repayments of long-term debt – revolving bank credit facility		(368,000	)		—			—			(368,000	)
Debt issuance costs		(164	)		—			—			(164	)
Dividends to shareholders		(19,570	)		—			—			(19,570	)
Other		(250	)		—			—			(250	)
Net cash used in financing activities		(52,984	)		—			—			(52,984	)
Increase in cash and cash equivalents		2,982			—			—			2,982
Cash and cash equivalents, beginning of period		12,245			—			—			12,245
Cash and cash equivalents, end of period	$	15,227		$	—		$	—		$	15,227

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, accrued liabilities and other		136,449		(1,752	)	(101,474	)		33,223
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