Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES 13. Supplemental Guarantor Information Our payment obligations under the 8.50% Senior Notes, the 9.00% Term Loan and the Credit Agreement (see Note 5 and 12) 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 September 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 7,463 $ — $ — $ 7,463 Receivables: Oil and natural gas sales 15,798 28,157 — 43,955 Joint interest and other 116,178 — (73,743 ) 42,435 Total receivables 131,976 28,157 (73,743 ) 86,390 Deferred income taxes 6,848 1,864 (4,384 ) 4,328 Prepaid expenses and other assets 24,693 820 — 25,513 Total current assets 170,980 30,841 (78,127 ) 123,694 Property and equipment – at cost: Oil and natural gas properties and equipment 6,071,263 2,185,855 — 8,257,118 Furniture, fixtures and other 21,372 — — 21,372 Total property and equipment 6,092,635 2,185,855 — 8,278,490 Less accumulated depreciation, depletion and amortization 5,229,074 1,609,001 — 6,838,075 Net property and equipment 863,561 576,854 — 1,440,415 Restricted deposits for asset retirement obligations 15,578 — — 15,578 Other assets 744,364 292,411 (1,016,491 ) 20,284 Total assets $ 1,794,483 $ 900,106 $ (1,094,618 ) $ 1,599,971 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 101,848 $ 5,621 $ — $ 107,469 Undistributed oil and natural gas proceeds 27,816 1,054 — 28,870 Asset retirement obligations 64,085 20,503 — 84,588 Accrued liabilities 44,610 68,304 (73,743 ) 39,171 Total current liabilities 238,359 95,482 (73,743 ) 260,098 Long-term debt, less current maturities 1,473,348 — — 1,473,348 Asset retirement obligations, less current portion 191,066 123,972 — 315,038 Deferred income taxes 341 17,216 (4,384 ) 13,173 Other liabilities 367,120 — (353,055 ) 14,065 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 422,633 704,885 (704,885 ) 422,633 Retained earnings (deficit) (874,218 ) (41,449 ) 41,449 (874,218 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (475,751 ) 663,436 (663,436 ) (475,751 ) Total liabilities and shareholders’ equity $ 1,794,483 $ 900,106 $ (1,094,618 ) $ 1,599,971 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 September 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 71,092 $ 55,136 $ — $ 126,228 Operating costs and expenses: Lease operating expenses 29,721 15,318 — 45,039 Production taxes 889 — — 889 Gathering and transportation 1,712 1,860 — 3,572 Depreciation, depletion, amortization and accretion 50,960 46,369 — 97,329 Ceiling test write-down of oil and natural gas properties 244,952 196,736 — 441,688 General and administrative expenses 8,590 7,925 — 16,515 Derivative gain (10,231 ) — — (10,231 ) Total costs and expenses 326,593 268,208 — 594,801 Operating loss (255,501 ) (213,072 ) — (468,573 ) Loss of affiliates (129,061 ) — 129,061 — Interest expense: Incurred 27,911 843 — 28,754 Capitalized (1,360 ) (843 ) — (2,203 ) Other (income) expense, net 964 — — 964 Loss before income tax expense (benefit) (412,077 ) (213,072 ) 129,061 (496,088 ) Income tax expense (benefit) 65,491 (84,011 ) — (18,520 ) Net loss $ (477,568 ) $ (129,061 ) $ 129,061 $ (477,568 ) Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 238,900 $ 164,301 $ — $ 403,201 Operating costs and expenses: Lease operating expenses 97,463 46,037 — 143,500 Production taxes 2,526 — — 2,526 Gathering and transportation 7,046 6,143 — 13,189 Depreciation, depletion, amortization and accretion 180,334 145,804 — 326,138 Ceiling test write-down of oil and natural gas properties 616,947 337,903 — 954,850 General and administrative expenses 31,205 25,833 — 57,038 Derivative gain (9,153 ) — — (9,153 ) Total costs and expenses 926,368 561,720 — 1,488,088 Operating loss (687,468 ) (397,419 ) — (1,084,887 ) Loss of affiliates (248,613 ) — 248,613 — Interest expense: Incurred 75,465 2,351 — 77,816 Capitalized (3,659 ) (2,351 ) — (6,010 ) Other (income) expense, net 2,647 — — 2,647 Loss before income tax benefit (1,010,534 ) (397,419 ) 248,613 (1,159,340 ) Income tax benefit (17,422 ) (148,806 ) — (166,228 ) Net loss $ (993,112 ) $ (248,613 ) $ 248,613 $ (993,112 ) Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 145,950 $ 88,571 $ — $ 234,521 Operating costs and expenses: Lease operating expenses 46,793 24,939 — 71,732 Production taxes 1,794 — — 1,794 Gathering and transportation 2,872 1,243 — 4,115 Depreciation, depletion, amortization and accretion 70,922 57,749 — 128,671 General and administrative expenses 11,450 9,557 — 21,007 Derivative gain (13,781 ) — — (13,781 ) Total costs and expenses 120,050 93,488 — 213,538 Operating income (loss) 25,900 (4,917 ) — 20,983 Loss of affiliates (5,729 ) — 5,729 — Interest expense: Incurred 20,932 851 — 21,783 Capitalized (1,340 ) (851 ) — (2,191 ) Other (income) expense, net (197) (197) Income before income tax expense 776 (4,917 ) 5,729 1,588 Income tax expense 92 812 — 904 Net income (loss) $ 684 $ (5,729 ) $ 5,729 $ 684 Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 448,107 $ 303,924 $ — $ 752,031 Operating costs and expenses: Lease operating expenses 126,966 62,150 — 189,116 Production taxes 5,628 — — 5,628 Gathering and transportation 8,452 4,944 — 13,396 Depreciation, depletion, amortization and accretion 203,040 177,173 — 380,213 General and administrative expenses 33,299 30,978 — 64,277 Derivative loss 6,790 — — 6,790 Total costs and expenses 384,175 275,245 — 659,420 Operating income 63,932 28,679 — 92,611 Earnings of affiliates 16,211 — (16,211 ) — Interest expense: Incurred 63,078 1,625 — 64,703 Capitalized (4,797 ) (1,625 ) — (6,422 ) Other (income) expense, net (205) (205) Income before income tax expense 22,067 28,679 (16,211 ) 34,535 Income tax expense 357 12,468 — 12,825 Net income $ 21,710 $ 16,211 $ (16,211 ) $ 21,710 Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Operating activities: Net loss $ (993,112 ) $ (248,613 ) $ 248,613 $ (993,112 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 180,334 145,804 — 326,138 Ceiling test write-down of oil and gas properties 616,947 337,903 — 954,850 Debt issuance costs write-off/amortization of debt items 2,862 — — 2,862 Share-based compensation 8,313 — — 8,313 Derivative gain (9,153 ) — — (9,153 ) Cash receipts on derivative settlements, net 2,139 — — 2,139 Deferred income taxes (50,743 ) (115,515 ) — (166,258 ) Loss of affiliates 248,613 — (248,613 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 26,022 (2,735 ) — 23,287 Joint interest and other receivables 1,210 — — 1,210 Income taxes 33,002 (33,291 ) — (289 ) Prepaid expenses and other assets (47,057 ) 114,888 (51,139 ) 16,692 Asset retirement obligation settlements (22,901 ) (2,614 ) — (25,515 ) Accounts payable, accrued liabilities and other (57,851 ) 341 51,139 (6,371 ) Net cash provided by (used in) operating activities (61,375 ) 196,168 — 134,793 Investing activities: Investment in oil and natural gas properties and equipment (29,930 ) (162,881 ) — (192,811 ) Changes in operating assets and liabilities associated with investing activities (30,731 ) (34,732 ) — (65,463 ) Investment in subsidiary (1,445 ) — 1,445 — Purchases of furniture, fixtures and other (1,185 ) — — (1,185 ) Net cash used in investing activities (63,291 ) (197,613 ) 1,445 (259,459 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 263,000 — — 263,000 Repayments of long-term debt – revolving bank credit facility (445,000 ) — — (445,000 ) Issuance of 9.00% Term Loan 297,000 — — 297,000 Debt issuance costs (6,591 ) — — (6,591 ) Other 54 — — 54 Investment from parent — 1,445 (1,445 ) — Net cash provided by financing activities 108,463 1,445 (1,445 ) 108,463 Decrease in cash and cash equivalents (16,203 ) — — (16,203 ) Cash and cash equivalents, beginning of period 23,666 — — 23,666 Cash and cash equivalents, end of period $ 7,463 $ — $ — $ 7,463 Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Operating activities: Net income $ 21,710 $ 16,211 $ (16,211 ) $ 21,710 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 203,040 177,173 — 380,213 Amortization of debt issuance costs and premium 537 — — 537 Share-based compensation 11,398 — — 11,398 Derivative loss 6,790 — — 6,790 Cash payments on derivative settlements (18,543 ) — — (18,543 ) Deferred income taxes 17,621 (4,796 ) — 12,825 Earnings of affiliates (16,211 ) — 16,211 — Changes in operating assets and liabilities: Oil and natural gas receivables 9,041 (9,977 ) — (936 ) Joint interest and other receivables 1,890 — — 1,890 Income taxes (14,381 ) 17,265 — 2,884 Prepaid expenses and other assets 55,450 (61,646 ) 27,424 21,228 Asset retirement obligations (28,492 ) (13,519 ) — (42,011 ) Accounts payable, accrued liabilities and other 44,296 4,921 (27,424 ) 21,793 Net cash provided by operating activities 294,146 125,632 — 419,778 Investing activities: Acquisition of property interest in oil and natural gas properties (18,152 ) (53,363 ) — (71,515 ) Investment in oil and natural gas properties and equipment (245,561 ) (138,392 ) — (383,953 ) Changes in operating assets and liabilities associated with investing activities (2,258 ) 7,425 — 5,167 Investment in subsidiary (58,698 ) — 58,698 — Purchases of furniture, fixtures and other (2,181 ) — — (2,181 ) Net cash used in investing activities (326,850 ) (184,330 ) 58,698 (452,482 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 378,000 — — 378,000 Repayments of long-term debt – revolving bank credit facility (321,000 ) — — (321,000 ) Dividends to shareholders (22,695 ) — — (22,695 ) Other (181 ) — — (181 ) Investment from parent — 58,698 (58,698 ) — Net cash provided in financing activities 34,124 58,698 (58,698 ) 34,124 Increase in cash and cash equivalents 1,420 — — 1,420 Cash and cash equivalents, beginning of period 15,800 — — 15,800 Cash and cash equivalents, end of period $ 17,220 $ — $ — $ 17,220 |