Supplemental Guarantor Information | 11. 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 June 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 72,320 $ — $ — $ 72,320 Receivables: Oil and natural gas sales 3,268 36,129 — 39,397 Joint interest 19,920 — — 19,920 Income taxes 119,732 — (107,705 ) 12,027 Total receivables 142,920 36,129 (107,705 ) 71,344 Prepaid expenses and other assets 19,480 2,464 — 21,944 Total current assets 234,720 38,593 (107,705 ) 165,608 Oil and natural gas properties and other, net 392,445 160,708 (2,472 ) 550,681 Restricted deposits for asset retirement obligations 28,712 — — 28,712 Income tax receivables 68,974 — — 68,974 Other assets 481,201 418,924 (839,129 ) 60,996 Total assets $ 1,206,052 $ 618,225 $ (949,306 ) $ 874,971 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 51,932 $ 6,351 $ — $ 58,283 Undistributed oil and natural gas proceeds 19,626 1,644 — 21,270 Asset retirement obligations 44,776 7,656 — 52,432 Long-term debt 11,147 — — 11,147 Accrued liabilities 13,122 107,705 (107,705 ) 13,122 Total current liabilities 140,603 123,356 (107,705 ) 156,254 Long-term debt: Principal 873,733 — — 873,733 Carrying value adjustments 110,604 — — 110,604 Long term debt, less current portion - carrying value 984,337 — — 984,337 Asset retirement obligations, less current portion 144,292 121,136 — 265,428 Other liabilities 532,305 — (465,396 ) 66,909 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 543,439 704,885 (704,885 ) 543,439 Retained earnings (deficit) (1,114,758 ) (331,152 ) 328,680 (1,117,230 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (595,485 ) 373,733 (376,205 ) (597,957 ) Total liabilities and shareholders’ equity (deficit) $ 1,206,052 $ 618,225 $ (949,306 ) $ 874,971 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 June 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 57,417 $ 65,906 $ — $ 123,323 Operating costs and expenses: Lease operating expenses 17,325 14,194 — 31,519 Production taxes 449 — — 449 Gathering and transportation 2,578 2,740 — 5,318 Depreciation, depletion, amortization and accretion 21,433 18,143 788 40,364 General and administrative expenses 7,662 8,812 — 16,474 Derivative gain (3,689 ) — — (3,689 ) Total costs and expenses 45,758 43,889 788 90,435 Operating income 11,659 22,017 (788 ) 32,888 Earnings of affiliates 18,941 — (18,941 ) — Interest expense incurred 11,436 — — 11,436 Gain on exchange of debt 8,056 — — 8,056 Other expense, net 5,168 — — 5,168 Income before income tax benefit 22,052 22,017 (19,729 ) 24,340 Income tax benefit (12,051 ) 3,076 — (8,975 ) Net income $ 34,103 $ 18,941 $ (19,729 ) $ 33,315 Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 111,124 $ 136,592 $ — $ 247,716 Operating costs and expenses: Lease operating expenses 41,027 30,656 — 71,683 Production taxes 964 — — 964 Gathering and transportation 5,144 6,383 — 11,527 Depreciation, depletion, amortization and accretion 40,587 38,248 1,519 80,354 General and administrative expenses 13,438 16,310 — 29,748 Derivative gain (7,644 ) — — (7,644 ) Total costs and expenses 93,516 91,597 1,519 186,632 Operating income 17,608 44,995 (1,519 ) 61,084 Earnings of affiliates 36,468 — (36,468 ) — Interest expense incurred 22,730 — — 22,730 Gain on exchange of debt 7,811 — — 7,811 Other expense, net 5,114 — — 5,114 Income before income tax benefit 34,043 44,995 (37,987 ) 41,051 Income tax benefit (25,090 ) 8,527 — (16,563 ) Net income $ 59,133 $ 36,468 $ (37,987 ) $ 57,614 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, 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 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 Cash Flows for the Six Months Ended June 30, 2017 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net income $ 59,133 $ 36,468 $ (37,987 ) $ 57,614 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 40,587 38,248 1,519 80,354 Gain on exchange of debt (7,811 ) — — (7,811 ) Amortization of debt items 836 — — 836 Share-based compensation 3,466 — — 3,466 Derivative gain (7,644 ) — — (7,644 ) Cash receipts on derivative settlements, net 2,208 — — 2,208 Deferred income taxes 212 — — 212 Earnings of affiliates (36,468 ) — 36,468 — Changes in operating assets and liabilities: Oil and natural gas receivables (1,095 ) 4,770 — 3,675 Joint interest receivables 1,965 — — 1,965 Insurance reimbursements 30,100 — — 30,100 Income taxes (25,487 ) 8,527 — (16,960 ) Prepaid expenses and other assets (3,165 ) (74,591 ) 74,181 (3,575 ) Escrow deposit - Apache lawsuit (49,500 ) — — (49,500 ) Asset retirement obligation settlements (25,044 ) (10,977 ) — (36,021 ) Accounts payable, accrued liabilities and other 81,785 (938 ) (74,181 ) 6,666 Net cash provided by operating activities 64,078 1,507 — 65,585 Investing activities: Investment in oil and natural gas properties and equipment (41,854 ) (1,946 ) — (43,800 ) Changes in operating assets and liabilities associated with investing activities (1,266 ) 439 — (827 ) Purchases of furniture, fixtures and other (853 ) — — (853 ) Net cash used in investing activities (43,973 ) (1,507 ) — (45,480 ) Financing activities: Payment of interest on 1.5 Lien Term Loan (4,113 ) — — (4,113 ) Payment of interest on 2nd Lien PIK Toggle Notes (7,335 ) — — (7,335 ) Payment of interest on 3rd Lien PIK Toggle Notes (6,201 ) — — (6,201 ) Other (372 ) — — (372 ) Net cash provided by financing activities (18,021 ) — — (18,021 ) Increase in cash and cash equivalents 2,084 — — 2,084 Cash and cash equivalents, beginning of period 70,236 — — 70,236 Cash and cash equivalents, end of period $ 72,320 $ — $ — $ 72,320 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 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 gain 2,449 — — 2,449 Cash receipts on derivative settlements 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 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 obligations (12,702 ) (12,454 ) — (25,156 ) Accounts payable, accrued liabilities and other (783 ) 32,014 (16,464 ) 14,767 Net cash provided by 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 |