Guarantor Subsidiaries | Guarantor Subsidiaries In addition to the Amended Credit Facility, the 7.625% Senior Notes, 7.0% Senior Notes and Convertible Notes, which have been registered under the Securities Act of 1933, are jointly and severally guaranteed on a full and unconditional basis by the Company's 100% owned subsidiaries ("Guarantor Subsidiaries"). Presented below are the Company's unaudited condensed consolidating balance sheets, statements of operations, statements of other comprehensive income (loss) and statements of cash flows, as required by Securities and Exchange Commission ("SEC") Rule 3-10 of Regulation S-X. During the six months ended June 30, 2014, Bill Barrett Corporation, as parent, merged two of the Company's 100% owned subsidiaries, CBM Production Company and GB Acquisition Corporation, into the parent company. During the six months ended June 30, 2015, Bill Barrett Corporation, as parent, merged another 100% owned subsidiary, Elk Production Uintah, LLC, into the parent company. The unaudited condensed consolidating financial statements reflect the new guarantor structure for all periods presented. The following unaudited condensed consolidating financial statements have been prepared from the Company's financial information on the same basis of accounting as the Unaudited Consolidated Financial Statements. Investments in the subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate the Company and the Guarantor Subsidiaries are reflected in the intercompany eliminations column. Condensed Consolidating Balance Sheets As of September 30, 2015 Parent Guarantor Intercompany Consolidated (in thousands) Assets: Current assets $ 270,062 $ 78 $ — $ 270,140 Property and equipment, net 1,232,180 6,767 — 1,238,947 Intercompany receivable (payable) 21,416 (21,416 ) — — Investment in subsidiaries (14,716 ) — 14,716 — Noncurrent assets 87,173 — — 87,173 Total assets $ 1,596,115 $ (14,571 ) $ 14,716 $ 1,596,260 Liabilities and Stockholders' Equity: Current liabilities $ 200,120 $ 94 $ — $ 200,214 Long-term debt 802,894 — — 802,894 Other noncurrent liabilities 25,335 51 — 25,386 Stockholders' equity 567,766 (14,716 ) 14,716 567,766 Total liabilities and stockholders' equity $ 1,596,115 $ (14,571 ) $ 14,716 $ 1,596,260 As of December 31, 2014 Parent Guarantor Intercompany Consolidated (in thousands) Assets: Current assets $ 426,103 $ 2 $ — $ 426,105 Property and equipment, net 1,730,074 23,047 — 1,753,121 Intercompany receivable (payable) 22,840 (22,840 ) — — Investment in subsidiaries 163 — (163 ) — Noncurrent assets 65,258 — — 65,258 Total assets $ 2,244,438 $ 209 $ (163 ) $ 2,244,484 Liabilities and Stockholders' Equity: Current liabilities $ 264,687 $ — $ — $ 264,687 Long-term debt 803,222 — — 803,222 Deferred income taxes 122,350 — — 122,350 Other noncurrent liabilities 24,691 46 — 24,737 Stockholders' equity 1,029,488 163 (163 ) 1,029,488 Total liabilities and stockholders' equity $ 2,244,438 $ 209 $ (163 ) $ 2,244,484 Condensed Consolidating Statements of Operations Three Months Ended September 30, 2015 Parent Guarantor Intercompany Consolidated (in thousands) Operating and other revenues $ 49,562 $ 117 $ — $ 49,679 Operating expenses (630,783 ) (14,929 ) — (645,712 ) General and administrative (11,025 ) — — (11,025 ) Interest income and other income (expense) 53,479 — — 53,479 Income (loss) before income taxes and equity in earnings of subsidiaries (538,767 ) (14,812 ) — (553,579 ) (Provision for) Benefit from income taxes 143,265 — — 143,265 Equity in earnings (loss) of subsidiaries (14,812 ) — 14,812 — Net income (loss) $ (410,314 ) $ (14,812 ) $ 14,812 $ (410,314 ) Nine Months Ended September 30, 2015 Parent Guarantor Intercompany Consolidated (in thousands) Operating and other revenues $ 160,963 $ 368 $ — $ 161,331 Operating expenses (779,377 ) (15,247 ) — (794,624 ) General and administrative (39,026 ) — — (39,026 ) Interest income and other income (expense) 28,608 — — 28,608 Income (loss) before income taxes and equity in earnings of subsidiaries (628,832 ) (14,879 ) — (643,711 ) (Provision for) Benefit from income taxes 177,085 — — 177,085 Equity in earnings (loss) of subsidiaries (14,879 ) — 14,879 — Net income (loss) $ (466,626 ) $ (14,879 ) $ 14,879 $ (466,626 ) Three Months Ended September 30, 2014 Parent Guarantor Intercompany Consolidated (in thousands) Operating and other revenues $ 135,263 $ — $ — $ 135,263 Operating expenses (235,123 ) (62 ) — (235,185 ) General and administrative (11,111 ) — — (11,111 ) Interest and other income (expense) 54,530 — — 54,530 Income (loss) before income taxes and equity in earnings of subsidiaries (56,441 ) (62 ) — (56,503 ) (Provision for) Benefit from income taxes 21,854 — — 21,854 Equity in earnings of subsidiaries (62 ) — 62 — Net income (loss) $ (34,649 ) $ (62 ) $ 62 $ (34,649 ) Nine Months Ended September 30, 2014 Parent Guarantor Intercompany Consolidated (in thousands) Operating and other revenues $ 405,398 $ (9 ) $ — $ 405,389 Operating expenses (429,560 ) (192 ) — (429,752 ) General and administrative (41,039 ) — — (41,039 ) Interest and other income (expense) (51,960 ) 35 — (51,925 ) Income (loss) before income taxes and equity in earnings of subsidiaries (117,161 ) (166 ) — (117,327 ) (Provision for) Benefit from income taxes 43,343 — — 43,343 Equity in earnings (loss) of subsidiaries (166 ) — 166 — Net income (loss) $ (73,984 ) $ (166 ) $ 166 $ (73,984 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended September 30, 2015 Parent Issuer Guarantor Subsidiaries Intercompany Eliminations Consolidated (in thousands) Net income (loss) $ (410,314 ) $ (14,812 ) $ 14,812 $ (410,314 ) Other Comprehensive Income (Loss), net of tax: Effect of derivative financial instruments — — — — Other comprehensive income (loss) — — — — Comprehensive income (loss) $ (410,314 ) $ (14,812 ) $ 14,812 $ (410,314 ) Nine Months Ended September 30, 2015 Parent Issuer Guarantor Subsidiaries Intercompany Eliminations Consolidated (in thousands) Net income (loss) $ (466,626 ) $ (14,879 ) $ 14,879 $ (466,626 ) Other Comprehensive Income (Loss), net of tax: Effect of derivative financial instruments — — — — Other comprehensive income (loss) — — — — Comprehensive income (loss) $ (466,626 ) $ (14,879 ) $ 14,879 $ (466,626 ) Three Months Ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Intercompany Eliminations Consolidated (in thousands) Net income (loss) $ (34,649 ) $ (62 ) $ 62 $ (34,649 ) Other Comprehensive Income (Loss), net of tax: Effect of derivative financial instruments (219 ) — — (219 ) Other comprehensive income (loss) (219 ) — — (219 ) Comprehensive income (loss) $ (34,868 ) $ (62 ) $ 62 $ (34,868 ) Nine Months Ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Intercompany Eliminations Consolidated (in thousands) Net income (loss) $ (73,984 ) $ (166 ) $ 166 $ (73,984 ) Other Comprehensive Income (Loss), net of tax: Effect of derivative financial instruments (555 ) — — (555 ) Other comprehensive income (loss) (555 ) — — (555 ) Comprehensive income (loss) $ (74,539 ) $ (166 ) $ 166 $ (74,539 ) Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2015 Parent Issuer Guarantor Subsidiaries Intercompany Eliminations Consolidated (in thousands) Cash flows from operating activities $ 165,911 $ (10 ) $ — $ 165,901 Cash flows from investing activities: Additions to oil and gas properties, including acquisitions (257,399 ) 1,340 — (256,059 ) Additions to furniture, fixtures and other (1,036 ) — — (1,036 ) Proceeds from sale of properties and other investing activities 66,617 — — 66,617 Cash paid for short-term investments (114,883 ) — — (114,883 ) Proceeds from sale of short-term investments 95,000 — — 95,000 Intercompany transfers 1,330 — (1,330 ) — Cash flows from financing activities: Proceeds from debt — — — — Principal payments on debt (25,083 ) — — (25,083 ) Intercompany transfers — (1,330 ) 1,330 — Other financing activities (3,525 ) — — (3,525 ) Change in cash and cash equivalents (73,068 ) — — (73,068 ) Beginning cash and cash equivalents 165,904 — — 165,904 Ending cash and cash equivalents $ 92,836 $ — $ — $ 92,836 Nine Months Ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Intercompany Eliminations Consolidated (in thousands) Cash flows from operating activities $ 231,274 $ 28 $ — $ 231,302 Cash flows from investing activities: Additions to oil and gas properties, including acquisitions (419,268 ) (6,710 ) — (425,978 ) Additions to furniture, fixtures and other (2,110 ) — — (2,110 ) Proceeds from sale of properties and other investing activities 555,926 1,821 — 557,747 Intercompany transfers (4,861 ) — 4,861 — Cash flows from financing activities: Proceeds from debt 165,000 — — 165,000 Principal payments on debt (283,442 ) — — (283,442 ) Intercompany transfers — 4,861 (4,861 ) — Other financing activities (2,336 ) — — (2,336 ) Change in cash and cash equivalents 240,183 — — 240,183 Beginning cash and cash equivalents 54,595 — — 54,595 Ending cash and cash equivalents $ 294,778 $ — $ — $ 294,778 |