Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 20. Supplemental Guarantor Information Our payment obligations under the Credit Agreement, the 1.5 Lien Term Loan, the Second Lien Term Loan, the Second Lien PIK Toggle Notes, the Third Lien PIK Toggle Notes and the Unsecured Senior Notes (see Note 2) 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 any assets. Guarantees 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, if the sale or other disposition does not violate the Asset Sales provisions (as such terms are defined 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 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. 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 or less 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, 2016 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Assets Current assets: Cash and cash equivalents $ 70,236 $ — $ — $ 70,236 Receivables: Oil and natural gas sales 2,173 40,900 — 43,073 Joint interest and other 163,200 — (99,272 ) 63,928 Total receivables 165,373 40,900 (99,272 ) 107,001 Prepaid expenses and other assets 12,448 2,056 — 14,504 Total current assets 248,057 42,956 (99,272 ) 191,741 Property and equipment – at cost: Oil and natural gas properties and equipment 5,700,205 2,232,299 — 7,932,504 Furniture, fixtures and other 20,898 — — 20,898 Total property and equipment 5,721,103 2,232,299 — 7,953,402 Less accumulated depreciation, depletion and amortization 5,360,137 2,045,259 953 7,406,349 Net property and equipment 360,966 187,040 (953 ) 547,053 Restricted deposits for asset retirement obligations 27,371 — — 27,371 Income tax receivables 52,097 — — 52,097 Other assets 394,931 344,742 (728,209 ) 11,464 Total assets $ 1,083,422 $ 574,738 $ (828,434 ) $ 829,726 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 74,306 $ 6,733 $ — $ 81,039 Undistributed oil and natural gas proceeds 24,493 1,761 — 26,254 Asset retirement obligations 62,261 16,003 — 78,264 Long-term debt 8,272 — — 8,272 Accrued liabilities 9,293 99,179 (99,272 ) 9,200 Total current liabilities 178,625 123,676 (99,272 ) 203,029 Long-term debt, less current maturities 1,012,455 — — 1,012,455 Asset retirement obligations, less current portion 142,376 113,798 — 256,174 Other liabilities 408,050 — (390,945 ) 17,105 Shareholders’ equity (deficit): Common stock 1 — — 1 Additional paid-in capital 539,973 704,885 (704,885 ) 539,973 Retained earnings (deficit) (1,173,891 ) (367,621 ) 366,668 (1,174,844 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (658,084 ) 337,264 (338,217 ) (659,037 ) Total liabilities and shareholders’ equity (deficit) $ 1,083,422 $ 574,738 $ (828,434 ) $ 829,726 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 (deficit): Common stock 1 — — 1 Additional paid-in capital 423,499 704,885 (704,885 ) 423,499 Retained earnings (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 Statement of Operations for the Year Ended December 31, 2016 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Revenues $ 161,063 $ 238,923 $ — $ 399,986 Operating costs and expenses: Lease operating expenses 84,415 67,984 — 152,399 Production taxes 1,889 — — 1,889 Gathering and transportation 9,795 13,133 — 22,928 Depreciation, depletion and amortization 73,268 112,277 8,493 194,038 Asset retirement obligations accretion 8,165 9,406 — 17,571 Ceiling test write-down of oil and natural gas properties 28,305 110,709 140,049 279,063 General and administrative expenses 24,817 34,923 — 59,740 Derivative loss 2,926 — — 2,926 Total costs and expenses 233,580 348,432 148,542 730,554 Operating loss (72,517 ) (109,509 ) (148,542 ) (330,568 ) Loss of affiliates (109,853 ) — 109,853 — Interest expense: Incurred 92,607 184 — 92,791 Capitalized (336 ) (184 ) — (520 ) Gain on exchange of debt 123,923 — — 123,923 Other (income) expense, net (6,520 ) — — (6,520 ) Loss before income tax expense (benefit) (144,198 ) (109,509 ) (38,689 ) (292,396 ) Income tax expense (benefit) (43,720 ) 344 — (43,376 ) Net loss $ (100,478 ) $ (109,853 ) $ (38,689 ) $ (249,020 ) 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 loss (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 ) Earnings 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 expense (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 and amortization 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 gain (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 (benefit) (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 Cash Flows for the Year Ended December 31, 2016 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Operating activities: Net loss $ (100,478 ) $ (109,853 ) $ (38,689 ) $ (249,020 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 81,433 121,683 8,493 211,609 Ceiling test write-down of oil and gas properties 28,305 110,709 140,049 279,063 Gain on exchange of debt (123,923 ) — — (123,923 ) Debt issuance costs write-off/amortization of debt items 2,548 — — 2,548 Share-based compensation 11,013 — — 11,013 Derivative gain 2,926 — — 2,926 Cash receipts on derivative settlements, net 4,746 — — 4,746 Deferred income taxes 28,048 344 — 28,392 Loss of affiliates 109,853 — (109,853 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 1,630 (8,635 ) — (7,005 ) Joint interest and other receivables (1,126 ) — — (1,126 ) Income taxes (64,274 ) — — (64,274 ) Prepaid expenses and other assets (14,395 ) (78,547 ) 77,996 (14,946 ) Asset retirement obligation settlements (49,303 ) (23,017 ) — (72,320 ) Accounts payable, accrued liabilities and other 46,955 37,538 (77,996 ) 6,497 Net cash provided by (used in) operating activities (36,042 ) 50,222 — 14,180 Investing activities: Investment in oil and natural gas properties and equipment (37,418 ) (11,188 ) — (48,606 ) Changes in operating assets and liabilities associated with investing activities 4,340 (39,534 ) — (35,194 ) Proceeds from sales of assets and other, net 1,000 500 — 1,500 Purchases of furniture, fixtures and other (96 ) — — (96 ) Net cash used in investing activities (32,174 ) (50,222 ) — (82,396 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 340,000 — — 340,000 Repayments of long-term debt – revolving bank credit facility (340,000 ) — — (340,000 ) Issuance of 1.5 Lien Term Loan 75,000 — — 75,000 Payment of interest on 1.5 Lien Term Loan (2,570 ) — — (2,570 ) Debt exchange costs (18,464 ) — — (18,464 ) Other (928 ) — — (928 ) Net cash provided by financing activities 53,038 — — 53,038 Decrease in cash and cash equivalents (15,178 ) — — (15,178 ) Cash and cash equivalents, beginning of period 85,414 — — 85,414 Cash and cash equivalents, end of period $ 70,236 $ — $ — $ 70,236 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 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 Amortization of debt issuance costs and premium 4,411 — — 4,411 Share-based compensation 10,242 — — 10,242 Derivative gain (14,375 ) — — (14,375 ) Cash payments on derivative settlements 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 obligations (26,637 ) (5,918 ) — (32,555 ) Accounts payable, accrued liabilities and other (141,596 ) 4,156 91,245 (46,195 ) Net cash provided by (used in) operating activities (89,573 ) 222,801 — 133,228 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 provided by (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% Second Lien Term Loan 297,000 — — 297,000 Debt issuance costs (6,669 ) — — (6,669 ) Other (886 ) — — (886 ) Investment from parent — 1,445 (1,445 ) — Net cash provided by (used in) financing activities (157,555 ) 1,445 (1,445 ) (157,555 ) Increase 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 (loss) 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 loss (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 11,931 (30,475 ) 23,425 4,881 Net cash provided by operating activities 275,700 199,121 — 474,821 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 (1,193 ) — — (1,193 ) Investment from parent — 62,323 (62,323 ) — Net cash provided by financing activities 125,547 62,323 (62,323 ) 125,547 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 |