Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 21. Supplemental Guarantor Information Our payment obligations under the 8.50% Senior Notes, the 9.00% Term Loan and the Credit Agreement (see Note 7) are fully and unconditionally guaranteed by our 100%-owned subsidiaries, 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) 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 8.50% Senior Notes) of the Company, if the sale or other disposition does not violate the Asset Sales provisions (as such terms are define in certain debt documents); (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 certain debt documents 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 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 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. Included in the consolidating adjustments was an adjustment related to the ceiling test write-down, as the computation is performed for each subsidiary on a stand-alone basis and also for the consolidated Company. This resulted in write-downs for the combined subsidiaries to be greater than computed on a total Company basis, which required a contra ceiling test write-down adjustment to present the consolidated results appropriately. When transfers of property were made from the Parent Company to the Guarantor Subsidiaries, which were transactions between entities under common control, the prior period financial information was 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 December 31, 2015 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Assets Current assets: Cash and cash equivalents $ 85,414 $ — $ — $ 85,414 Receivables: Oil and natural gas sales 2,742 32,263 — 35,005 Joint interest and other 121,190 — (99,178 ) 22,012 Total receivables 123,932 32,263 (99,178 ) 57,017 Prepaid expenses and other assets 25,375 1,504 — 26,879 Total current assets 234,721 33,767 (99,178 ) 169,310 Property and equipment – at cost: Oil and natural gas properties and equipment 5,682,793 2,219,701 — 7,902,494 Furniture, fixtures and other 20,802 — — 20,802 Total property and equipment 5,703,595 2,219,701 — 7,923,296 Less accumulated depreciation, depletion and amortization 5,258,563 1,822,273 (147,589 ) 6,933,247 Net property and equipment 445,032 397,428 147,589 990,049 Deferred income taxes 27,251 344 — 27,595 Restricted deposits for asset retirement obligations 15,606 — — 15,606 Other assets 498,782 266,748 (760,068 ) 5,462 Total assets $ 1,221,392 $ 698,287 $ (711,657 ) $ 1,208,022 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 100,282 $ 9,515 $ — $ 109,797 Undistributed oil and natural gas proceeds 20,463 976 — 21,439 Asset retirement obligations 63,716 20,619 — 84,335 Accrued liabilities 11,922 99,178 (99,178 ) 11,922 Total current liabilities 196,383 130,288 (99,178 ) 227,493 Long-term debt, less current maturities 1,196,855 — — 1,196,855 Asset retirement obligations, less current portion 173,105 120,882 — 293,987 Deferred income taxes — — — — Other liabilities 329,129 — (312,951 ) 16,178 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 423,499 704,885 (704,885 ) 423,499 Retained earnings (deficit) (1,073,413 ) (257,768 ) 405,357 (925,824 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (674,080 ) 447,117 (299,528 ) (526,491 ) Total liabilities and shareholders’ equity (deficit) $ 1,221,392 $ 698,287 $ (711,657 ) $ 1,208,022 Condensed Consolidating Balance Sheet as of December 31, 2014 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. 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 Prepaid expenses and other assets 28,728 7,619 — 36,347 Total current assets 237,099 33,041 (99,240 ) 170,900 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 966,112 357,992 (1,314,797 ) 9,307 Total assets $ 2,837,940 $ 1,265,605 $ (1,414,037 ) $ 2,689,508 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 1,352,120 — — 1,352,120 Asset retirement obligations, less current portion 235,876 118,689 — 354,565 Deferred income taxes 49,819 125,507 — 175,326 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 $ 2,837,940 $ 1,265,605 $ (1,414,037 ) $ 2,689,508 Condensed Consolidating Statement of Operations for the Year Ended December 31, 2015 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Revenues $ 290,212 $ 217,053 $ — $ 507,265 Operating costs and expenses: Lease operating expenses 126,189 66,576 — 192,765 Production taxes 3,002 — — 3,002 Gathering and transportation 9,209 7,948 — 17,157 Depreciation, depletion and amortization 201,154 172,214 — 373,368 Asset retirement obligations accretion 11,587 9,116 — 20,703 Ceiling test write-down of oil and natural gas properties 616,947 517,880 (147,589 ) 987,238 General and administrative expenses 39,009 34,101 — 73,110 Derivative gain (14,375 ) — — (14,375 ) Total costs and expenses 992,722 807,835 (147,589 ) 1,652,968 Operating loss (702,510 ) (590,782 ) 147,589 (1,145,703 ) Loss of affiliates (464,931 ) — 464,931 — Interest expense: Incurred 101,542 3,050 — 104,592 Capitalized (4,206 ) (3,050 ) — (7,256 ) Other (income) expense, net 4,663 — — 4,663 Loss before income tax benefit (1,269,440 ) (590,782 ) 612,520 (1,247,702 ) Income tax benefit (77,133 ) (125,851 ) — (202,984 ) Net loss $ (1,192,307 ) $ (464,931 ) $ 612,520 $ (1,044,718 ) Condensed Consolidating Statement of Operations for the Year Ended December 31, 2014 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Revenues $ 571,365 $ 377,343 $ — $ 948,708 Operating costs and expenses: Lease operating expenses 180,149 84,602 — 264,751 Production taxes 7,932 — — 7,932 Gathering and transportation 11,790 8,031 — 19,821 Depreciation, depletion, amortization and accretion 267,406 223,063 — 490,469 Asset retirement obligations accretion 10,981 9,652 — 20,633 General and administrative expenses 46,513 40,486 — 86,999 Derivative loss (3,965 ) — — (3,965 ) Total costs and expenses 520,806 365,834 — 886,640 Operating income 50,559 11,509 — 62,068 Earnings of affiliates 8,320 — (8,320 ) — Interest expense: Incurred 84,460 2,462 — 86,922 Capitalized (6,064 ) (2,462 ) — (8,526 ) Other (income) expense, net (208 ) — — (208 ) Income (loss) before income tax expense (19,309 ) 11,509 (8,320 ) (16,120 ) Income tax expense (benefit) (7,648 ) 3,189 — (4,459 ) Net income (loss) $ (11,661 ) $ 8,320 $ (8,320 ) $ (11,661 ) Condensed Consolidating Statement of Operations for the Year Ended December 31, 2013 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Revenues $ 631,267 $ 352,821 $ — $ 984,088 Operating costs and expenses: Lease operating expenses 202,096 68,743 — 270,839 Production taxes 7,135 — — 7,135 Gathering and transportation 9,248 8,262 — 17,510 Depreciation, depletion and amortization 236,600 194,011 — 430,611 Asset retirement obligations accretion 14,218 6,700 — 20,918 General and administrative expenses 44,040 37,834 — 81,874 Derivative loss 8,470 — — 8,470 Total costs and expenses 521,807 315,550 — 837,357 Operating income 109,460 37,271 — 146,731 Earnings of affiliates 24,400 — (24,400 ) — Interest expense: Incurred 82,570 3,069 — 85,639 Capitalized (6,989 ) (3,069 ) — (10,058 ) Other (income) expense, net (8,946 ) — — (8,946 ) Income before income tax expense 67,225 37,271 (24,400 ) 80,096 Income tax expense 15,903 12,871 — 28,774 Net income $ 51,322 $ 24,400 $ (24,400 ) $ 51,322 Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2015 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Operating activities: Net loss $ (1,192,307 ) $ (464,931 ) $ 612,520 $ (1,044,718 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 212,741 181,330 — 394,071 Ceiling test write-down of oil and gas properties 616,947 517,880 (147,589 ) 987,238 Debt issuance costs write-off/amortization of debt items 4,411 — — 4,411 Share-based compensation 10,242 — — 10,242 Derivative gain (14,375 ) — — (14,375 ) Cash receipts on derivative settlements, net 6,703 — — 6,703 Deferred income taxes (77,421 ) (125,851 ) — (203,272 ) Loss of affiliates 464,931 — (464,931 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 39,078 (6,842 ) — 32,236 Joint interest and other receivables 21,633 — — 21,633 Income taxes (7 ) — — (7 ) Prepaid expenses and other assets (13,916 ) 122,977 (91,245 ) 17,816 Asset retirement obligation settlements (26,637 ) (5,918 ) — (32,555 ) Accounts payable, accrued liabilities and other (142,270 ) 4,156 91,245 (46,869 ) Net cash provided by (used in) operating activities (90,247 ) 222,801 — 132,554 Investing activities: Investment in oil and natural gas properties and equipment (31,534 ) (198,627 ) — (230,161 ) Changes in operating assets and liabilities associated with investing activities (29,806 ) (25,619 ) — (55,425 ) Proceeds from sales of assets and other, net 372,939 — — 372,939 Investment in subsidiary (1,445 ) — 1,445 — Purchases of furniture, fixtures and other (1,278 ) — — (1,278 ) Net cash used in investing activities 308,876 (224,246 ) 1,445 86,075 Financing activities: Borrowings of long-term debt – revolving bank credit facility 263,000 — — 263,000 Repayments of long-term debt – revolving bank credit facility (710,000 ) — — (710,000 ) Issuance of 9.00% Term Loan 297,000 — — 297,000 Debt issuance costs (6,669 ) — — (6,669 ) Other (212 ) — — (212 ) Investment from parent — 1,445 (1,445 ) — Net cash provided by financing activities (156,881 ) 1,445 (1,445 ) (156,881 ) Decrease in cash and cash equivalents 61,748 — — 61,748 Cash and cash equivalents, beginning of period 23,666 — — 23,666 Cash and cash equivalents, end of period $ 85,414 $ — $ — $ 85,414 Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2014 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Operating activities: Net income (loss) $ (11,661 ) $ 8,320 $ (8,320 ) $ (11,661 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 278,387 232,715 — 511,102 Amortization of debt issuance costs and premium 701 — — 701 Share-based compensation 14,744 — — 14,744 Derivative gain (3,965 ) — — (3,965 ) Cash payments on derivative settlements (5,318 ) — — (5,318 ) Deferred income taxes (32,456 ) 27,696 — (4,760 ) Earnings of affiliates (8,320 ) — 8,320 — Changes in operating assets and liabilities: Oil and natural gas receivables 19,553 9,957 — 29,510 Joint interest and other receivables (4,255 ) — — (4,255 ) Income taxes 27,650 (24,507 ) — 3,143 Prepaid expenses and other assets 45,962 (7,525 ) (23,425 ) 15,012 Asset retirement obligations (57,253 ) (17,060 ) — (74,313 ) Accounts payable, accrued liabilities and other 11,083 (30,475 ) 23,425 4,033 Net cash provided by operating activities 274,852 199,121 — 473,973 Investing activities: Acquisition of property interest in oil and natural gas properties (17,407 ) (54,827 ) — (72,234 ) Investment in oil and natural gas properties and equipment (312,044 ) (242,334 ) — (554,378 ) Changes in operating assets and liabilities associated with investing activities 1,733 35,717 — 37,450 Investment in subsidiary (62,323 ) — 62,323 — Purchases of furniture, fixtures and other (3,340 ) — — (3,340 ) Net cash used in investing activities (393,381 ) (261,444 ) 62,323 (592,502 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 556,000 — — 556,000 Repayments of long-term debt – revolving bank credit facility (399,000 ) — — (399,000 ) Dividends to shareholders (30,260 ) — — (30,260 ) Other (345 ) — — (345 ) Investment from parent — 62,323 (62,323 ) — Net cash provided in financing activities 126,395 62,323 (62,323 ) 126,395 Increase in cash and cash equivalents 7,866 — — 7,866 Cash and cash equivalents, beginning of period 15,800 — — 15,800 Cash and cash equivalents, end of period $ 23,666 $ — $ — $ 23,666 Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2013 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Operating activities: Net income $ 51,322 $ 24,400 $ (24,400 ) $ 51,322 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 250,818 200,711 — 451,529 Amortization of debt issuance costs and premium 1,645 — — 1,645 Share-based compensation 11,525 — — 11,525 Derivative loss 8,470 — — 8,470 Cash payments on derivative settlements (8,589 ) — — (8,589 ) Deferred income taxes 7,564 23,356 — 30,920 Earnings of affiliates (24,400 ) — 24,400 — Changes in operating assets and liabilities: Oil and natural gas receivables 6,182 (5,202 ) — 980 Joint interest and other receivables 34,257 — — 34,257 Income taxes 54,813 (10,485 ) — 44,328 Prepaid expenses and other assets (25,329 ) (18,835 ) 34,120 (10,044 ) Asset retirement obligations (65,438 ) (16,105 ) — (81,543 ) Accounts payable, accrued liabilities and other 74,693 (12,665 ) (34,120 ) 27,908 Net cash provided by operating activities 377,533 185,175 — 562,708 Investing activities: Acquisition of property interest in oil and natural gas properties — (82,424 ) — (82,424 ) Investment in oil and natural gas properties and equipment (349,804 ) (202,150 ) — (551,954 ) Changes in operating assets and liabilities associated with investing activities (14,732 ) 13,382 (1,350 ) Investment in subsidiary (86,017 ) — 86,017 - Proceeds from sales of assets and other, net 21,008 — — 21,008 Purchases of furniture, fixtures and other (1,435 ) — — (1,435 ) Net cash used in investing activities (430,980 ) (271,192 ) 86,017 (616,155 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 563,000 — — 563,000 Repayments of long-term debt – revolving bank credit facility (443,000 ) — — (443,000 ) Debt issuance costs (3,892 ) — — (3,892 ) Dividends to shareholders (58,846 ) — — (58,846 ) Other (260 ) — — (260 ) Investment from parent — 86,017 (86,017 ) — Net cash used in financing activities 57,002 86,017 (86,017 ) 57,002 Increase in cash and cash equivalents 3,555 — — 3,555 Cash and cash equivalents, beginning of period 12,245 — — 12,245 Cash and cash equivalents, end of period $ 15,800 $ — $ — $ 15,800 |