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, 2012

20. Supplemental Guarantor Information

Our payment obligations under the Company’s outstanding Senior 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”). Guarantees of the 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 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 Senior Notes as described in the indenture, provided no event of default has occurred and is continuing.

The following 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, 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			—		—			20,755
Income taxes		—			116,132		(115,866	)		266

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 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 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 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 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	)
Other income		710			—		—			710

Income before income tax expense (benefit)		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, 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		(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 receivables		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 liabilities		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 oil and natural gas properties and equipment		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		(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 8.50% 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	)
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	$	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 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.