Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES 10. 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 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 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 Sale provisions (as such capitalized terms are defined in the applicable indenture); (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 Sale 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 the applicable indenture) 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. As to the ceiling test write-down recorded in 2016, the computation is performed for each subsidiary on a stand-alone basis and also for the consolidated Company. Due to this methodology, consolidating adjustments are required to present the consolidated results appropriately. Condensed Consolidating Balance Sheet as of March 31, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 126,095 $ — $ — $ 126,095 Receivables: Oil and natural gas sales 4,177 40,777 — 44,954 Joint interest 16,843 — — 16,843 Income taxes 116,699 — (104,756 ) 11,943 Total receivables 137,719 40,777 (104,756 ) 73,740 Prepaid expenses and other assets 14,034 3,101 — 17,135 Total current assets 277,848 43,878 (104,756 ) 216,970 Oil and natural gas properties and other, net 367,782 172,017 (1,685 ) 538,114 Restricted deposits for asset retirement obligations 28,224 — — 28,224 Income tax receivables 59,789 — — 59,789 Other assets 412,398 386,092 (787,087 ) 11,403 Total assets $ 1,146,041 $ 601,987 $ (893,528 ) $ 854,500 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 74,328 $ 7,070 $ — $ 81,398 Undistributed oil and natural gas proceeds 20,448 1,918 — 22,366 Asset retirement obligations 49,788 16,362 — 66,150 Accrued liabilities 20,663 104,629 (104,756 ) 20,536 Long-term debt 8,250 — — 8,250 Total current liabilities 173,477 129,979 (104,756 ) 198,700 Long-term debt: Principal 873,733 — — 873,733 Carrying value adjustments 137,001 — — 137,001 Long term debt, less current portion - carrying value 1,010,734 — — 1,010,734 Asset retirement obligations, less current portion 143,434 117,216 — 260,650 Other liabilities 449,521 — (432,295 ) 17,226 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 541,901 704,885 (704,885 ) 541,901 Retained earnings (deficit) (1,148,860 ) (350,093 ) 348,408 (1,150,545 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (631,125 ) 354,792 (356,477 ) (632,810 ) Total liabilities and shareholders’ equity (deficit) $ 1,146,041 $ 601,987 $ (893,528 ) $ 854,500 Condensed Consolidating Balance Sheet as of December 31, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) 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 21,885 — — 21,885 Insurance reimbursement 30,100 — — 30,100 Income taxes 111,215 — (99,272 ) 11,943 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 Oil and natural gas properties and other, net 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’ 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: Principal 873,733 — — 873,733 Carrying value adjustments 138,722 — — 138,722 Long term debt, less current portion - carrying value 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’ 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’ deficit (658,084 ) 337,264 (338,217 ) (659,037 ) Total liabilities and shareholders’ deficit $ 1,083,422 $ 574,738 $ (828,434 ) $ 829,726 Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 53,707 $ 70,686 $ — $ 124,393 Operating costs and expenses: Lease operating expenses 23,702 16,462 — 40,164 Production taxes 515 — — 515 Gathering and transportation 2,566 3,643 — 6,209 Depreciation, depletion, amortization and accretion 19,154 20,105 731 39,990 General and administrative expenses 5,776 7,498 — 13,274 Derivative gain (3,955 ) — — (3,955 ) Total costs and expenses 47,758 47,708 731 96,197 Operating income 5,949 22,978 (731 ) 28,196 Earnings of affiliates 17,527 — (17,527 ) — Interest expense incurred 11,294 — — 11,294 Other expense, net 191 — — 191 Income before income tax benefit 11,991 22,978 (18,258 ) 16,711 Income tax benefit (13,039 ) 5,451 — (7,588 ) Net income $ 25,030 $ 17,527 $ (18,258 ) $ 24,299 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 Cash Flows for the Three Months Ended March 31, 2017 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net income $ 25,030 $ 17,527 $ (18,258 ) $ 24,299 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 19,154 20,105 731 39,990 Amortization of debt items 412 — — 412 Share-based compensation 1,928 — — 1,928 Derivative gain (3,955 ) — — (3,955 ) Cash receipts on derivative settlements, net 713 — — 713 Deferred income taxes 105 — — 105 Earnings of affiliates (17,527 ) — 17,527 — Changes in operating assets and liabilities: Oil and natural gas receivables (2,004 ) 122 — (1,882 ) Joint interest and other receivables 35,142 — — 35,142 Income taxes (5,451 ) 5,451 — — Prepaid expenses and other assets (6,927 ) (42,395 ) 41,350 (7,972 ) Asset retirement obligation settlements (12,940 ) (1,559 ) — (14,499 ) Accounts payable, accrued liabilities and other 46,764 1,488 (41,350 ) 6,902 Net cash provided by operating activities 80,444 739 — 81,183 Investing activities: Investment in oil and natural gas properties and equipment (23,593 ) 255 — (23,338 ) Changes in operating assets and liabilities associated with investing activities 2,162 (994 ) — 1,168 Purchases of furniture, fixtures and other (853 ) — — (853 ) Net cash used in investing activities (22,284 ) (739 ) — (23,023 ) Financing activities: Payment of interest on 1.5 Lien Term Loan (2,056 ) — — (2,056 ) Other (245 ) — — (245 ) Net cash provided by financing activities (2,301 ) — — (2,301 ) Increase in cash and cash equivalents 55,859 — — 55,859 Cash and cash equivalents, beginning of period 70,236 — — 70,236 Cash and cash equivalents, end of period $ 126,095 $ — $ — $ 126,095 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 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 4,991 — — 4,991 Income taxes (310 ) — — (310 ) Prepaid expenses and other assets 3,072 (7,492 ) 5,737 1,317 Asset retirement obligations (584 ) (2,596 ) — (3,180 ) Accounts payable, accrued liabilities and other 14,761 18,969 (5,737 ) 27,993 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 and other, net 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 |