Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES 12. Supplemental Guarantor Information Our payment obligations under the 8.50% Senior Notes, the 9.00% Term Loan and the Credit Agreement (see Note 5) are fully and unconditionally guaranteed by certain of our 100%-owned subsidiaries, including Energy VI and W & T Energy VII, LLC (together, the “Guarantor Subsidiaries”). W & T Energy VII, LLC does not currently have any active operations or contain any assets. Guarantees of the 8.50% Senior Notes will be released under certain circumstances, including: (1) (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 certain debt documents; (4) upon Legal Defeasance or Covenant Defeasance (as such terms are defined in certain debt documents) or upon satisfaction and discharge of the certain debt documents; (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 as described in certain debt documents, 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 the Parent Company and the Guarantor Subsidiaries, together with consolidating adjustments necessary to present the Company’s results on a consolidated basis. Transfers of property were made from the Parent Company to the Guarantor Subsidiaries. As these transfers were transactions between entities under common control, the prior period financial information has been retrospectively adjusted for comparability purposes, as prescribed under authoritative guidance. None of the adjustments had any effect on the consolidated results for the current or prior periods presented. Condensed Consolidating Balance Sheet as of June 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 5,671 $ — $ — $ 5,671 Receivables: Oil and natural gas sales 23,109 28,848 — 51,957 Joint interest and other 114,021 — (81,413 ) 32,608 Total receivables 137,130 28,848 (81,413 ) 84,565 Deferred income taxes 56,955 1,865 (52,000 ) 6,820 Prepaid expenses and other assets 22,821 4,469 — 27,290 Total current assets 222,577 35,182 (133,413 ) 124,346 Property and equipment – at cost: Oil and natural gas properties and equipment 6,064,146 2,143,019 — 8,207,165 Furniture, fixtures and other 23,981 — — 23,981 Total property and equipment 6,088,127 2,143,019 — 8,231,146 Less accumulated depreciation, depletion and amortization 4,937,933 1,368,186 — 6,306,119 Net property and equipment 1,150,194 774,833 — 1,925,027 Restricted deposits for asset retirement obligations 15,538 — — 15,538 Other assets 868,316 293,570 (1,141,820 ) 20,066 Total assets $ 2,256,625 $ 1,103,585 $ (1,275,233 ) $ 2,084,977 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 130,386 $ 4,779 $ — $ 135,165 Undistributed oil and natural gas proceeds 28,650 1,043 — 29,693 Asset retirement obligations 34,992 6,502 — 41,494 Accrued liabilities 13,543 80,990 (81,413 ) 13,120 Total current liabilities 207,571 93,314 (81,413 ) 219,472 Long-term debt, less current maturities 1,468,870 — — 1,468,870 Asset retirement obligations, less current portion 216,706 131,867 — 348,573 Deferred income taxes 382 85,908 (52,000 ) 34,290 Other liabilities 363,884 — (349,324 ) 14,560 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 420,028 704,885 (704,885 ) 420,028 Retained earnings (deficit) (396,650 ) 87,611 (87,611 ) (396,650 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (788 ) 792,496 (792,496 ) (788 ) Total liabilities and shareholders’ equity $ 2,256,625 $ 1,103,585 $ (1,275,233 ) $ 2,084,977 Condensed Consolidating Balance Sheet as of December 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 23,666 $ — $ — $ 23,666 Receivables: Oil and natural gas sales 41,820 25,422 — 67,242 Joint interest and other 142,885 — (99,240 ) 43,645 Total receivables 184,705 25,422 (99,240 ) 110,887 Deferred income taxes 9,797 1,865 — 11,662 Prepaid expenses and other assets 28,728 7,619 — 36,347 Total current assets 246,896 34,906 (99,240 ) 182,562 Property and equipment – at cost: Oil and natural gas properties and equipment 6,038,915 2,006,751 — 8,045,666 Furniture, fixtures and other 23,269 — — 23,269 Total property and equipment 6,062,184 2,006,751 — 8,068,935 Less accumulated depreciation, depletion and amortization 4,442,899 1,132,179 — 5,575,078 Net property and equipment 1,619,285 874,572 — 2,493,857 Restricted deposits for asset retirement obligations 15,444 — — 15,444 Other assets 974,049 357,992 (1,314,797 ) 17,244 Total assets $ 2,855,674 $ 1,267,470 $ (1,414,037 ) $ 2,709,107 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 188,654 $ 5,455 $ — $ 194,109 Undistributed oil and natural gas proceeds 36,130 879 — 37,009 Asset retirement obligations 30,711 5,292 — 36,003 Accrued liabilities 17,437 99,180 (99,240 ) 17,377 Total current liabilities 272,932 110,806 (99,240 ) 284,498 Long-term debt, less current maturities 1,360,057 — — 1,360,057 Asset retirement obligations, less current portion 235,876 118,689 — 354,565 Deferred income taxes 59,616 127,372 — 186,988 Other liabilities 417,885 — (404,194 ) 13,691 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 414,580 703,440 (703,440 ) 414,580 Retained earnings 118,894 207,163 (207,163 ) 118,894 Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity 509,308 910,603 (910,603 ) 509,308 Total liabilities and shareholders’ equity $ 2,855,674 $ 1,267,470 $ (1,414,037 ) $ 2,709,107 Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 90,465 $ 58,601 $ — $ 149,066 Operating costs and expenses: Lease operating expenses 30,104 15,026 — 45,130 Production taxes 1,000 — — 1,000 Gathering and transportation 2,769 2,024 — 4,793 Depreciation, depletion, amortization and accretion 58,023 45,319 — 103,342 Ceiling test write-down of oil and natural gas properties 181,300 71,472 — 252,772 General and administrative expenses 10,856 8,901 — 19,757 Derivative loss 1,078 — — 1,078 Total costs and expenses 285,130 142,742 — 427,872 Operating loss (194,665 ) (84,141 ) — (278,806 ) Loss of affiliates (54,548 ) — 54,548 — Interest expense: Incurred 25,322 794 — 26,116 Capitalized (1,230 ) (794 ) — (2,024 ) Debt issuance costs write-off and other, net 1,685 — — 1,685 Loss before income tax benefit (274,990 ) (84,141 ) 54,548 (304,583 ) Income tax benefit (14,541 ) (29,593 ) — (44,134 ) Net loss $ (260,449 ) $ (54,548 ) $ 54,548 $ (260,449 ) Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 167,808 $ 109,165 $ — $ 276,973 Operating costs and expenses: Lease operating expenses 67,742 30,719 — 98,461 Production taxes 1,637 — — 1,637 Gathering and transportation 5,334 4,283 — 9,617 Depreciation, depletion, amortization and accretion 129,374 99,435 — 228,809 Ceiling test write-down of oil and natural gas properties 371,995 141,167 — 513,162 General and administrative expenses 22,615 17,908 — 40,523 Derivative loss 1,078 — — 1,078 Total costs and expenses 599,775 293,512 — 893,287 Operating loss (431,967 ) (184,347 ) — (616,314 ) Loss of affiliates (119,552 ) — 119,552 — Interest expense: Incurred 47,554 1,508 — 49,062 Capitalized (2,299 ) (1,508 ) — (3,807 ) Debt issuance costs write-off and other, net 1,683 — — 1,683 Loss before income tax benefit (598,457 ) (184,347 ) 119,552 (663,252 ) Income tax benefit (82,913 ) (64,795 ) — (147,708 ) Net loss $ (515,544 ) $ (119,552 ) $ 119,552 $ (515,544 ) Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 156,033 $ 106,961 $ — $ 262,994 Operating costs and expenses: Lease operating expenses 40,846 20,919 — 61,765 Production taxes 1,842 — — 1,842 Gathering and transportation 2,232 1,753 — 3,985 Depreciation, depletion, amortization and accretion 68,921 59,315 — 128,236 General and administrative expenses 10,269 9,413 — 19,682 Derivative loss 13,079 — — 13,079 Total costs and expenses 137,189 91,400 — 228,589 Operating income 18,844 15,561 — 34,405 Earnings of affiliates 10,252 — (10,252 ) — Interest expense: Incurred 20,617 837 — 21,454 Capitalized (1,322 ) (837 ) — (2,159 ) Income before income tax expense 9,801 15,561 (10,252 ) 15,110 Income tax expense (benefit) (36 ) 5,309 — 5,273 Net income $ 9,837 $ 10,252 $ (10,252 ) $ 9,837 Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 302,156 $ 215,354 $ — $ 517,510 Operating costs and expenses: Lease operating expenses 80,172 37,212 — 117,384 Production taxes 3,834 — — 3,834 Gathering and transportation 5,580 3,701 — 9,281 Depreciation, depletion, amortization and accretion 132,117 119,425 — 251,542 General and administrative expenses 21,850 21,420 — 43,270 Derivative loss 20,571 — — 20,571 Total costs and expenses 264,124 181,758 — 445,882 Operating income 38,032 33,596 — 71,628 Earnings of affiliates 21,940 — (21,940 ) — Interest expense: Incurred 41,294 1,618 — 42,912 Capitalized (2,613 ) (1,618 ) — (4,231 ) Income before income tax expense 21,291 33,596 (21,940 ) 32,947 Income tax expense (benefit) 265 11,656 — 11,921 Net income $ 21,026 $ 21,940 $ (21,940 ) $ 21,026 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Operating activities: Net loss $ (515,544 ) $ (119,552 ) $ 119,552 $ (515,544 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 129,374 99,435 — 228,809 Ceiling test write-down of oil and gas properties 371,995 141,167 — 513,162 Debt issuance costs write-off/amortization of debt items 2,432 — — 2,432 Share-based compensation 5,708 — — 5,708 Derivative loss 1,078 — — 1,078 Deferred income taxes (105,818 ) (41,890 ) — (147,708 ) Loss of affiliates 119,552 — (119,552 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 18,710 (3,425 ) — 15,285 Joint interest and other receivables 11,036 — — 11,036 Income taxes 22,580 (22,905 ) — (325 ) Prepaid expenses and other assets (8,913 ) 72,712 (54,870 ) 8,929 Asset retirement obligation settlements (21,146 ) (793 ) — (21,939 ) Accounts payable, accrued liabilities and other (125,219 ) (513 ) 54,870 (70,862 ) Net cash provided by (used in) operating activities (94,175 ) 124,236 — 30,061 Investing activities: Investment in oil and natural gas properties and equipment (25,313 ) (125,681 ) — (150,994 ) Investment in subsidiary (1,445 ) — 1,445 — Purchases of furniture, fixtures and other (709 ) — — (709 ) Net cash used in investing activities (27,467 ) (125,681 ) 1,445 (151,703 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 194,000 — — 194,000 Repayments of long-term debt – revolving bank credit facility (381,000 ) — — (381,000 ) Issuance of 9.00% Term Loan 297,000 — — 297,000 Debt issuance costs (6,407 ) — — (6,407 ) Other 54 — — 54 Investment from parent — 1,445 (1,445 ) — Net cash provided by financing activities 103,647 1,445 (1,445 ) 103,647 Decrease in cash and cash equivalents (17,995 ) — — (17,995 ) Cash and cash equivalents, beginning of period 23,666 — — 23,666 Cash and cash equivalents, end of period $ 5,671 $ — $ — $ 5,671 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Operating activities: Net income $ 21,026 $ 21,940 $ (21,940 ) $ 21,026 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 132,117 119,425 — 251,542 Amortization of debt issuance costs and premium 366 — — 366 Share-based compensation 7,644 — — 7,644 Derivative loss 20,571 — — 20,571 Cash payments on derivative settlements (14,310 ) — — (14,310 ) Deferred income taxes 25,078 (13,157 ) — 11,921 Earnings of affiliates (21,940 ) — 21,940 — Changes in operating assets and liabilities: Oil and natural gas receivables 7,636 (5,301 ) — 2,335 Joint interest and other receivables 3,550 — — 3,550 Income taxes (21,896 ) 24,814 — 2,918 Prepaid expenses and other assets (123,770 ) (91,015 ) 219,224 4,439 Asset retirement obligations (18,583 ) (11,755 ) — (30,338 ) Accounts payable, accrued liabilities and other 203,344 5,266 (219,224 ) (10,614 ) Net cash provided by operating activities 220,833 50,217 — 271,050 Investing activities: Acquisition of property interest in oil and natural gas properties — (53,363 ) — (53,363 ) Investment in oil and natural gas properties and equipment (157,128 ) (55,552 ) — (212,680 ) Investment in subsidiary (58,698 ) — 58,698 — Purchases of furniture, fixtures and other (1,715 ) — — (1,715 ) Net cash used in investing activities (217,541 ) (108,915 ) 58,698 (267,758 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 220,000 — — 220,000 Repayments of long-term debt – revolving bank credit facility (200,000 ) — — (200,000 ) Dividends to shareholders (15,129 ) — — (15,129 ) Other (116 ) — — (116 ) Investment from parent — 58,698 (58,698 ) — Net cash used in financing activities 4,755 58,698 (58,698 ) 4,755 Increase in cash and cash equivalents 8,047 — — 8,047 Cash and cash equivalents, beginning of period 15,800 — — 15,800 Cash and cash equivalents, end of period $ 23,847 $ — $ — $ 23,847 |