Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES 13. Supplemental Guarantor Information Our payment obligations under the 8.50% Senior Notes and the Credit Agreement (see Note 5 and Note 12) are fully and unconditionally guaranteed by certain of our 100%-owned subsidiaries, including W & T Energy VI, LLC 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 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 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 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, including related ARO and deferred income tax liabilities, were made during 2014 from the Parent Company to the Guarantor Subsidiaries to assist the Parent Company to continue to qualify for a waiver of certain supplemental bonding requirements from the Bureau of Ocean Energy Management. 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. The condensed consolidating financial information for the prior period ended March 31, 2014 was adjusted as if all transfers occurred at the beginning of the period presented. None of the above adjustments had any effect on the consolidated results for the current or prior periods presented. Condensed Consolidating Balance Sheet as of March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 8,367 $ — $ — $ 8,367 Receivables: Oil and natural gas sales 27,184 18,937 — 46,121 Joint interest and other 115,017 — (85,717 ) 29,300 Total receivables 142,201 18,937 (85,717 ) 75,421 Deferred income taxes 34,656 1,865 (33,325 ) 3,196 Prepaid expenses and other assets 14,400 4,442 — 18,842 Total current assets 199,624 25,244 (119,042 ) 105,826 Property and equipment – at cost: Oil and natural gas properties and equipment 6,058,159 2,075,085 — 8,133,244 Furniture, fixtures and other 23,495 — — 23,495 Total property and equipment 6,081,654 2,075,085 — 8,156,739 Less accumulated depreciation, depletion and amortization 4,705,609 1,249,930 — 5,955,539 Net property and equipment 1,376,045 825,155 — 2,201,200 Restricted deposits for asset retirement obligations 15,501 — — 15,501 Other assets 911,505 316,253 (1,211,224 ) 16,534 Total assets $ 2,502,675 $ 1,166,652 $ (1,330,266 ) $ 2,339,061 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 122,627 $ 5,650 $ — $ 128,277 Undistributed oil and natural gas proceeds 28,152 1,019 — 29,171 Asset retirement obligations 10,153 6,347 — 16,500 Accrued liabilities 28,592 85,345 (85,717 ) 28,220 Total current liabilities 189,524 98,361 (85,717 ) 202,168 Long-term debt, less current maturities 1,426,437 — — 1,426,437 Asset retirement obligations, less current portion 240,943 123,780 — 364,723 Deferred income taxes 382 107,818 (33,325 ) 74,875 Other liabilities 388,431 — (374,531 ) 13,900 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 417,325 703,237 (703,237 ) 417,325 Retained earnings (accumulated deficit) (136,201 ) 133,456 (133,456 ) (136,201 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity 256,958 836,693 (836,693 ) 256,958 Total liabilities and shareholders’ equity $ 2,502,675 $ 1,166,652 $ (1,330,266 ) $ 2,339,061 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 974,049 349,912 (1,306,717 ) 17,244 Total assets $ 2,855,674 $ 1,259,390 $ (1,405,957 ) $ 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 118,894 199,083 (199,083 ) 118,894 Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity 509,308 902,523 (902,523 ) 509,308 Total liabilities and shareholders’ equity $ 2,855,674 $ 1,259,390 $ (1,405,957 ) $ 2,709,107 Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 82,463 $ 45,444 $ - $ 127,907 Operating costs and expenses: Lease operating expenses 37,386 15,945 — 53,331 Production taxes 637 — — 637 Gathering and transportation 2,548 2,276 — 4,824 Depreciation, depletion, amortization and accretion 75,152 50,315 — 125,467 Ceiling test write-down of oil and natural gas properties 190,695 69,695 — 260,390 General and administrative expenses 12,388 8,378 — 20,766 Total costs and expenses 318,806 146,609 — 465,415 Operating loss (236,343 ) (101,165 ) — (337,508 ) Loss of affiliates (65,627 ) — 65,627 — Interest expense: Incurred 22,230 714 — 22,944 Capitalized (1,069 ) (714 ) — (1,783 ) Loss before income tax benefit (323,131 ) (101,165 ) 65,627 (358,669 ) Income tax benefit (68,036 ) (35,538 ) — (103,574 ) Net loss $ (255,095 ) $ (65,627 ) $ 65,627 $ (255,095 ) Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 143,986 $ 110,530 $ — $ 254,516 Operating costs and expenses: Lease operating expenses 39,110 16,507 — 55,617 Production taxes 1,992 — — 1,992 Gathering and transportation 3,338 1,958 — 5,296 Depreciation, depletion, amortization and accretion 62,431 60,875 — 123,306 General and administrative expenses 11,445 12,143 — 23,588 Derivative loss 7,492 — — 7,492 Total costs and expenses 125,808 91,483 — 217,291 Operating income 18,178 19,047 — 37,225 Earnings of affiliates 12,451 — (12,451 ) — Interest expense: Incurred 20,679 781 — 21,460 Capitalized (1,291 ) (781 ) — (2,072 ) Income before income tax expense 11,241 19,047 (12,451 ) 17,837 Income tax expense 52 6,596 — 6,648 Net income $ 11,189 $ 12,451 $ (12,451 ) $ 11,189 Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Restated (In thousands) Operating activities: Net loss $ (255,095 ) $ (65,627 ) $ 65,627 $ (255,095 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 75,152 50,315 — 125,467 Ceiling test write-down of oil and gas properties 190,695 69,695 — 260,390 Amortization of debt issuance costs and premium 156 — — 156 Share-based compensation 2,816 — — 2,816 Deferred income taxes (83,649 ) (19,925 ) — (103,574 ) Loss of affiliates 65,627 — (65,627 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 14,636 6,485 — 21,121 Joint interest and other receivables 14,533 — — 14,533 Income taxes 15,287 (15,612 ) — (325 ) Prepaid expenses and other assets (21,690 ) 68,599 (29,663 ) 17,246 Asset retirement obligation settlements (19,122 ) (432 ) — (19,554 ) Accounts payable, accrued liabilities and other (40,260 ) 334 29,663 (10,263 ) Net cash provided by (used in) operating activities (40,914 ) 93,832 — 52,918 Investing activities: Investment in oil and natural gas properties and equipment (18,750 ) (64,015 ) — (82,765 ) Changes in operating assets and liabilities associated with investing activities (22,562 ) (29,614 ) — (52,176 ) Investment in subsidiary 203 — (203 ) — Purchases of furniture, fixtures and other (226 ) — — (226 ) Net cash used in investing activities (41,335 ) (93,629 ) (203 ) (135,167 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 82,000 — — 82,000 Repayments of long-term debt – revolving bank credit facility (15,000 ) — — (15,000 ) Other (50 ) — — (50 ) Investment from parent — (203 ) 203 — Net cash provided by financing activities 66,950 (203 ) 203 66,950 Decrease in cash and cash equivalents (15,299 ) — — (15,299 ) Cash and cash equivalents, beginning of period 23,666 — — 23,666 Cash and cash equivalents, end of period $ 8,367 $ — $ — $ 8,367 Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Operating activities: Net income $ 11,189 $ 12,451 $ (12,451 ) $ 11,189 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 62,431 60,875 — 123,306 Amortization of debt issuance costs and premium 187 — — 187 Share-based compensation 3,758 — — 3,758 Derivative loss 7,492 — — 7,492 Cash payments on derivative settlements (4,670 ) — — (4,670 ) Deferred income taxes 15,335 (8,690 ) — 6,645 Earnings of affiliates (12,451 ) — 12,451 — Changes in operating assets and liabilities: Oil and natural gas receivables 4,020 (1,205 ) — 2,815 Joint interest and other receivables 2,286 — — 2,286 Income taxes (15,321 ) 15,286 — (35 ) Prepaid expenses and other assets (58,791 ) (29,717 ) 91,217 2,709 Asset retirement obligations (8,878 ) (7,464 ) — (16,342 ) Accounts payable, accrued liabilities and other 86,795 1,137 (91,217 ) (3,285 ) Net cash provided by operating activities 93,382 42,673 — 136,055 Investing activities: Investment in oil and natural gas properties and equipment (71,636 ) (23,431 ) — (95,067 ) Changes in operating assets and liabilities associated with investing activities 6,316 (23,881 ) — (17,565 ) Investment in subsidiary (4,639 ) — 4,639 — Purchases of furniture, fixtures and other (260 ) — — (260 ) Net cash used in investing activities (70,219 ) (47,312 ) 4,639 (112,892 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 92,000 — — 92,000 Repayments of long-term debt – revolving bank credit facility (103,000 ) — — (103,000 ) Dividends to shareholders (7,563 ) — — (7,563 ) Investment from parent — 4,639 (4,639 ) — Other (65 ) — — (65 ) Net cash used in financing activities (18,628 ) 4,639 (4,639 ) (18,628 ) Increase in cash and cash equivalents 4,535 — — 4,535 Cash and cash equivalents, beginning of period 15,800 — — 15,800 Cash and cash equivalents, end of period $ 20,335 $ — $ — $ 20,335 |