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) 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 March 31, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Assets Current assets: Cash and cash equivalents $ 370,623 $ — $ — $ 370,623 Receivables: Oil and natural gas sales 197 27,706 — 27,903 Joint interest and other 116,184 — (99,178 ) 17,006 Total receivables 116,381 27,706 (99,178 ) 44,909 Prepaid expenses and other assets 19,776 3,259 — 23,035 Total current assets 506,780 30,965 (99,178 ) 438,567 Property and equipment – at cost: Oil and natural gas properties and equipment 5,668,440 2,226,962 — 7,895,402 Furniture, fixtures and other 20,802 — — 20,802 Total property and equipment 5,689,242 2,226,962 — 7,916,204 Less accumulated depreciation, depletion and amortization 5,276,838 1,908,552 (76,465 ) 7,108,925 Net property and equipment 412,404 318,410 76,465 807,279 Deferred income taxes 31,003 1,550 — 32,553 Restricted deposits for asset retirement obligations 16,171 — — 16,171 Other assets 424,515 272,483 (692,773 ) 4,225 Total assets $ 1,390,873 $ 623,408 $ (715,486 ) $ 1,298,795 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 82,318 $ 9,727 $ — $ 92,045 Undistributed oil and natural gas proceeds 18,915 1,739 — 20,654 Asset retirement obligations 66,816 16,962 — 83,778 Accrued liabilities 39,486 99,178 (99,178 ) 39,486 Current portion of long-term debt 138,999 — — 138,999 Total current liabilities 346,534 127,606 (99,178 ) 374,962 Long-term debt, less current maturities 1,345,954 — — 1,345,954 Asset retirement obligations, less current portion 154,272 121,714 — 275,986 Other liabilities 335,043 — (318,686 ) 16,357 Shareholders’ equity (deficit): Common stock 1 — — 1 Additional paid-in capital 426,035 704,885 (704,885 ) 426,035 Retained earnings (deficit) (1,192,799 ) (330,797 ) 407,263 (1,116,333 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (790,930 ) 374,088 (297,622 ) (714,464 ) Total liabilities and shareholders’ equity (deficit) $ 1,390,873 $ 623,408 $ (715,486 ) $ 1,298,795 Condensed Consolidating Balance Sheet as of December 31, 2015 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 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 Other liabilities 329,129 — (312,951 ) 16,178 Shareholders’ equity (deficit): 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 (674,080 ) 447,117 (299,528 ) (526,491 ) Total liabilities and shareholders’ equity $ 1,221,392 $ 698,287 $ (711,657 ) $ 1,208,022 Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 30,512 $ 47,203 $ — $ 77,715 Operating costs and expenses: Lease operating expenses 24,945 19,524 — 44,469 Production taxes 526 — — 526 Gathering and transportation 1,553 3,539 — 5,092 Depreciation, depletion, amortization and accretion 20,623 38,161 4,949 63,733 Ceiling test write-down of oil and natural gas properties — 50,384 66,175 116,559 General and administrative expenses 6,613 9,830 — 16,443 Derivative gain (2,493 ) — — (2,493 ) Total costs and expenses 51,767 121,438 71,124 244,329 Operating loss (21,255 ) (74,235 ) (71,124 ) (166,614 ) Loss of affiliates (73,029 ) — 73,029 — Interest expense: Incurred 27,695 119 — 27,814 Capitalized (224 ) (119 ) — (343 ) Other expense, net 1,306 — — 1,306 Loss before income tax benefit (123,061 ) (74,235 ) 1,905 (195,391 ) Income tax benefit (3,676 ) (1,206 ) — (4,882 ) Net loss $ (119,385 ) $ (73,029 ) $ 1,905 $ (190,509 ) 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 22,232 714 — 22,946 Capitalized (1,069 ) (714 ) — (1,783 ) Other expense, net (2 ) — — (2 ) 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 Cash Flows for the Three Months Ended March 31, 2016 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net loss $ (119,385 ) $ (73,029 ) $ 1,905 $ (190,509 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 20,623 38,161 4,949 63,733 Ceiling test write-down of oil and natural gas properties — 50,384 66,175 116,559 Debt issuance costs write-off/amortization of debt items 1,684 — — 1,684 Share-based compensation 2,536 — — 2,536 Derivative gain (2,493 ) — — (2,493 ) Cash receipts on derivative settlements, net 4,105 — — 4,105 Deferred income taxes (3,676 ) (1,206 ) — (4,882 ) Loss of affiliates 73,029 — (73,029 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 3,606 4,559 — 8,165 Joint interest and other receivables 4,979 — — 4,979 Income taxes (310 ) — — (310 ) Prepaid expenses and other assets 3,072 (7,492 ) 5,737 1,317 Asset retirement obligation settlements (584 ) (2,596 ) — (3,180 ) Accounts payable, accrued liabilities and other 14,773 18,969 (5,737 ) 28,005 Net cash provided by operating activities 1,959 27,750 — 29,709 Investing activities: Investment in oil and natural gas properties and equipment (3,147 ) (9,756 ) — (12,903 ) Changes in operating assets and liabilities associated with investing activities (2,686 ) (17,994 ) — (20,680 ) Proceeds from sales of assets 1,000 — — 1,000 Net cash used in investing activities (4,833 ) (27,750 ) — (32,583 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 340,000 — — 340,000 Repayments of long-term debt – revolving bank credit facility (52,000 ) — — (52,000 ) Other 83 — — 83 Net cash provided by financing activities 288,083 — — 288,083 Increase in cash and cash equivalents 285,209 — — 285,209 Cash and cash equivalents, beginning of period 85,414 — — 85,414 Cash and cash equivalents, end of period $ 370,623 $ — $ — $ 370,623 Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2015 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (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 natural 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 ) Earnings 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 obligations (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 (used in) 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 |