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 June 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 171,824 $ — $ — $ 171,824 Receivables: Oil and natural gas sales 2,626 32,215 — 34,841 Joint interest and other 20,145 — — 20,145 Income taxes 104,801 — (99,202 ) 5,599 Total receivables 127,572 32,215 (99,202 ) 60,585 Prepaid expenses and other assets 15,797 2,461 — 18,258 Total current assets 315,193 34,676 (99,202 ) 250,667 Property and equipment – at cost: Oil and natural gas properties and equipment 5,672,644 2,228,608 — 7,901,252 Furniture, fixtures and other 20,873 — — 20,873 Total property and equipment 5,693,517 2,228,608 — 7,922,125 Less accum. depreciation, depletion and amortization 5,297,078 1,973,181 (3,970 ) 7,266,289 Net property and equipment 396,439 255,427 3,970 655,836 Deferred income taxes 6,305 2,158 — 8,463 Restricted deposits for asset retirement obligations 26,409 — — 26,409 Income tax receivables 52,097 — — 52,097 Other assets 384,408 283,212 (662,738 ) 4,882 Total assets $ 1,180,851 $ 575,473 $ (757,970 ) $ 998,354 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 85,708 $ 7,144 $ — $ 92,852 Undistributed oil and natural gas proceeds 18,751 1,908 — 20,659 Asset retirement obligations 72,906 18,390 — 91,296 Accrued liabilities 12,035 99,178 (99,202 ) 12,011 Total current liabilities 189,400 126,620 (99,202 ) 216,818 Long-term debt 1,345,051 — — 1,345,051 Asset retirement obligations, less current portion 137,295 115,531 — 252,826 Other liabilities 345,879 — (329,417 ) 16,462 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 428,618 704,885 (704,885 ) 428,618 Retained earnings (deficit) (1,241,226 ) (371,563 ) 375,534 (1,237,255 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ deficit (836,774 ) 333,322 (329,351 ) (832,803 ) Total liabilities and shareholders’ deficit $ 1,180,851 $ 575,473 $ (757,970 ) $ 998,354 Condensed Consolidating Balance Sheet as of December 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) 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 accum. 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’ 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 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’ 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’ deficit (674,080 ) 447,117 (299,528 ) (526,491 ) Total liabilities and shareholders’ deficit $ 1,221,392 $ 698,287 $ (711,657 ) $ 1,208,022 Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 43,914 $ 55,741 $ — $ 99,655 Operating costs and expenses: Lease operating expenses 19,254 17,368 — 36,622 Production taxes 370 — — 370 Gathering and transportation 2,469 3,929 — 6,398 Depreciation, depletion, amortization and accretion 22,648 31,934 2,911 57,493 Ceiling test write-down of oil and natural gas properties — 35,008 69,584 104,592 General and administrative expenses 7,360 8,875 — 16,235 Derivative loss 4,942 — — 4,942 Total costs and expenses 57,043 97,114 72,495 226,652 Operating loss (13,129 ) (41,373 ) (72,495 ) (126,997 ) Loss of affiliates (40,765 ) — 40,765 — Interest expense: Incurred 29,735 38 — 29,773 Capitalized (64 ) (38 ) — (102 ) Other expense, net (24 ) — — (24 ) Loss before income tax benefit (83,541 ) (41,373 ) (31,730 ) (156,644 ) Income tax benefit (35,114 ) (608 ) — (35,722 ) Net loss $ (48,427 ) $ (40,765 ) $ (31,730 ) $ (120,922 ) Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 74,426 $ 102,944 $ — $ 177,370 Operating costs and expenses: Lease operating expenses 44,199 36,892 — 81,091 Production taxes 896 — — 896 Gathering and transportation 4,022 7,468 — 11,490 Depreciation, depletion and amortization 43,271 70,095 7,860 121,226 Ceiling test write-down of oil and natural gas properties — 85,392 135,759 221,151 General and administrative expenses 13,973 18,705 — 32,678 Derivative loss 2,449 — — 2,449 Total costs and expenses 108,810 218,552 143,619 470,981 Operating loss (34,384 ) (115,608 ) (143,619 ) (293,611 ) Loss of affiliates (113,794 ) — 113,794 — Interest expense: Incurred 57,430 157 — 57,587 Capitalized (288 ) (157 ) — (445 ) Other expense, net 1,282 — — 1,282 Loss before income tax benefit (206,602 ) (115,608 ) (29,825 ) (352,035 ) Income tax benefit (38,790 ) (1,814 ) — (40,604 ) Net loss $ (167,812 ) $ (113,794 ) $ (29,825 ) $ (311,431 ) 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 ) Other expense, 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 ) Other expense, 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 Cash Flows for the Six Months Ended June 30, 2016 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net loss $ (167,812 ) $ (113,794 ) $ (29,825 ) $ (311,431 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 43,271 70,095 7,860 121,226 Ceiling test write-down of oil and natural gas properties — 85,392 135,759 221,151 Debt issuance costs write-off/amortization of debt items 1,880 — — 1,880 Share-based compensation 5,121 — — 5,121 Derivative loss 2,449 — — 2,449 Cash receipts on derivative settlements, net 4,746 — — 4,746 Deferred income taxes 21,099 (1,814 ) — 19,285 Loss of affiliates 113,794 — (113,794 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 1,177 49 — 1,226 Joint interest and other receivables 1,763 — — 1,763 Income taxes (57,931 ) — — (57,931 ) Prepaid expenses and other assets (9,405 ) (17,424 ) 16,464 (10,365 ) Asset retirement obligation settlements (12,702 ) (12,454 ) — (25,156 ) Accounts payable, accrued liabilities and other (783 ) 32,014 (16,464 ) 14,767 Net cash provided by (used in) operating activities (53,333 ) 42,064 — (11,269 ) Investing activities: Investment in oil and natural gas properties and equipment (8,600 ) (9,112 ) — (17,712 ) Changes in operating assets and liabilities associated with investing activities (670 ) (33,452 ) — (34,122 ) Proceeds from sales of assets 1,000 500 — 1,500 Purchases of furniture, fixtures and other (70 ) — — (70 ) Net cash used in investing activities (8,340 ) (42,064 ) — (50,404 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 340,000 — — 340,000 Repayments of long-term debt – revolving bank credit facility (192,000 ) — — (192,000 ) Other 83 — — 83 Net cash provided by financing activities 148,083 — — 148,083 Increase in cash and cash equivalents 86,410 — — 86,410 Cash and cash equivalents, beginning of period 85,414 — — 85,414 Cash and cash equivalents, end of period $ 171,824 $ — $ — $ 171,824 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2015 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations 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 natural 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 (31,091 ) 94,890 (54,870 ) 8,929 Asset retirement obligations (21,146 ) (793 ) — (21,939 ) Accounts payable, accrued liabilities and other (74,370 ) (513 ) 54,870 (20,013 ) Net cash provided by (used in) operating activities (65,504 ) 146,414 — 80,910 Investing activities: Investment in oil and natural gas properties and equipment (25,313 ) (125,681 ) — (150,994 ) Changes in operating assets and liabilities associated with investing activities (28,671 ) (22,178 ) — (50,849 ) Investment in subsidiary (1,445 ) — 1,445 — Purchases of furniture, fixtures and other (709 ) — — (709 ) Net cash used in investing activities (56,138 ) (147,859 ) 1,445 (202,552 ) 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 |