Supplemental Guarantor Information | 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 September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 106,164 $ — $ — $ 106,164 Receivables: Oil and natural gas sales 4,866 34,299 — 39,165 Joint interest 21,877 — — 21,877 Income taxes 120,402 — (108,779 ) 11,623 Total receivables 147,145 34,299 (108,779 ) 72,665 Prepaid expenses and other assets 13,884 1,189 — 15,073 Total current assets 267,193 35,488 (108,779 ) 193,902 Oil and natural gas properties and other, net 402,385 156,172 (3,303 ) 555,254 Restricted deposits for asset retirement obligations 25,339 — — 25,339 Income tax receivables 52,097 — — 52,097 Other assets 493,965 441,133 (874,319 ) 60,779 Total assets $ 1,240,979 $ 632,793 $ (986,401 ) $ 887,371 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 65,581 $ 6,616 $ — $ 72,197 Undistributed oil and natural gas proceeds 18,582 1,502 — 20,084 Asset retirement obligations 27,613 1,843 — 29,456 Long-term debt 11,147 — — 11,147 Accrued liabilities 26,572 108,757 (108,779 ) 26,550 Total current liabilities 149,495 118,718 (108,779 ) 159,434 Long-term debt: Principal 873,733 — — 873,733 Carrying value adjustments 108,884 — — 108,884 Long term debt, less current portion - carrying value 982,617 — — 982,617 Asset retirement obligations, less current portion 148,468 127,092 — 275,560 Other liabilities 554,366 — (487,335 ) 67,031 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 545,422 704,885 (704,885 ) 545,422 Retained earnings (deficit) (1,115,223 ) (317,902 ) 314,598 (1,118,527 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (593,967 ) 386,983 (390,287 ) (597,271 ) Total liabilities and shareholders’ equity (deficit) $ 1,240,979 $ 632,793 $ (986,401 ) $ 887,371 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 September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 51,981 $ 58,300 $ — $ 110,281 Operating costs and expenses: Lease operating expenses 18,796 16,338 — 35,134 Production taxes 340 — — 340 Gathering and transportation 1,804 2,304 — 4,108 Depreciation, depletion, amortization and accretion 18,804 16,855 830 36,489 General and administrative expenses 7,131 8,500 — 15,631 Derivative gain 2,879 — — 2,879 Total costs and expenses 49,754 43,997 830 94,581 Operating income 2,227 14,303 (830 ) 15,700 Earnings of affiliates 13,251 — (13,251 ) — Interest expense incurred 11,554 — — 11,554 Gain on exchange of debt — — — — Other expense, net (41 ) — — (41 ) Income before income tax expense 3,965 14,303 (14,081 ) 4,187 Income tax expense 4,432 1,052 — 5,484 Net income (loss) $ (467 ) $ 13,251 $ (14,081 ) $ (1,297 ) Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 163,105 $ 194,892 $ — $ 357,997 Operating costs and expenses: Lease operating expenses 59,823 46,994 — 106,817 Production taxes 1,304 — — 1,304 Gathering and transportation 6,948 8,687 — 15,635 Depreciation, depletion, amortization and accretion 59,391 55,103 2,349 116,843 General and administrative expenses 20,569 24,810 — 45,379 Derivative gain (4,765 ) — — (4,765 ) Total costs and expenses 143,270 135,594 2,349 281,213 Operating income 19,835 59,298 (2,349 ) 76,784 Earnings of affiliates 49,719 — (49,719 ) — Interest expense incurred 34,284 — — 34,284 Gain on exchange of debt 7,811 — — 7,811 Other expense, net 5,073 — — 5,073 Income before income tax expense (benefit) 38,008 59,298 (52,068 ) 45,238 Income tax expense (benefit) (20,658 ) 9,579 — (11,079 ) Net income $ 58,666 $ 49,719 $ (52,068 ) $ 56,317 Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 44,585 $ 62,818 $ — $ 107,403 Operating costs and expenses: Lease operating expenses 22,624 14,896 — 37,520 Production taxes 482 — — 482 Gathering and transportation 2,103 3,058 — 5,161 Depreciation, depletion, amortization and accretion 21,959 29,861 (320 ) 51,500 Ceiling test write-down of oil and natural gas properties 28,305 25,317 4,290 57,912 General and administrative expenses 5,417 7,275 — 12,692 Derivative loss 412 — — 412 Total costs and expenses 81,302 80,407 3,970 165,679 Operating loss (36,717 ) (17,589 ) (3,970 ) (58,276 ) Loss of affiliates (16,925 ) — 16,925 — Interest expense: Incurred 23,666 27 — 23,693 Capitalized (48 ) (27 ) — (75 ) Gain on exchange of debt 123,960 — — 123,960 Other expense, net (73 ) — — (73 ) Loss before income tax benefit 46,773 (17,589 ) 12,955 42,139 Income tax benefit (3,125 ) (664 ) — (3,789 ) Net income (loss) $ 49,898 $ (16,925 ) $ 12,955 $ 45,928 Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 119,011 $ 165,762 $ — $ 284,773 Operating costs and expenses: Lease operating expenses 66,823 51,788 — 118,611 Production taxes 1,378 — — 1,378 Gathering and transportation 6,125 10,526 — 16,651 Depreciation, depletion, amortization and accretion 65,230 99,956 7,540 172,726 Ceiling test write-down of oil and natural gas properties 28,305 110,709 140,049 279,063 General and administrative expenses 19,390 25,980 — 45,370 Derivative loss 2,861 — — 2,861 Total costs and expenses 190,112 298,959 147,589 636,660 Operating loss (71,101 ) (133,197 ) (147,589 ) (351,887 ) Loss of affiliates (130,719 ) — 130,719 — Interest expense: Incurred 81,096 184 — 81,280 Capitalized (336 ) (184 ) — (520 ) Gain on exchange of debt 123,960 — — 123,960 Other expense, net 1,209 — — 1,209 Loss before income tax benefit (159,829 ) (133,197 ) (16,870 ) (309,896 ) Income tax benefit (41,915 ) (2,478 ) — (44,393 ) Net loss $ (117,914 ) $ (130,719 ) $ (16,870 ) $ (265,503 ) Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2017 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net income $ 58,666 $ 49,719 $ (52,068 ) $ 56,317 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 59,391 55,103 2,349 116,843 Gain on exchange of debt (7,811 ) — — (7,811 ) Amortization of debt items 1,271 — — 1,271 Share-based compensation 5,449 — — 5,449 Derivative gain (4,765 ) — — (4,765 ) Cash receipts on derivative settlements, net 3,924 — — 3,924 Deferred income taxes 321 — — 321 Earnings of affiliates (49,719 ) — 49,719 — Changes in operating assets and liabilities: Oil and natural gas receivables (2,694 ) 6,600 — 3,906 Joint interest receivables 8 — — 8 Insurance reimbursements 31,740 — — 31,740 Income taxes (9,259 ) 9,579 — 320 Prepaid expenses and other assets 1,326 (95,523 ) 96,391 2,194 Escrow deposit - Apache lawsuit (49,500 ) — — (49,500 ) Asset retirement obligation settlements (41,381 ) (14,845 ) — (56,226 ) Accounts payable, accrued liabilities and other 126,601 (3,881 ) (96,391 ) 26,329 Net cash provided by operating activities 123,568 6,752 — 130,320 Investing activities: Investment in oil and natural gas properties and equipment (68,831 ) (10,257 ) — (79,088 ) Changes in operating assets and liabilities associated with investing activities 2,174 3,505 — 5,679 Purchases of furniture, fixtures and other (905 ) — — (905 ) Net cash used in investing activities (67,562 ) (6,752 ) — (74,314 ) Financing activities: Payment of interest on 1.5 Lien Term Loan (6,170 ) — — (6,170 ) 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 ) Debt exchange costs (421 ) — — (421 ) Other 49 — — 49 Net cash used in financing activities (20,078 ) — — (20,078 ) Increase in cash and cash equivalents 35,928 — — 35,928 Cash and cash equivalents, beginning of period 70,236 — — 70,236 Cash and cash equivalents, end of period $ 106,164 $ — $ — $ 106,164 Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2016 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net loss $ (117,914 ) $ (130,719 ) $ (16,870 ) $ (265,503 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 65,230 99,956 7,540 172,726 Ceiling test write-down of oil and natural gas properties 28,305 110,709 140,049 279,063 Gain on exchange of debt (123,960 ) — — (123,960 ) Debt issuance costs write-off/ amortization of debt items 2,135 — — 2,135 Share-based compensation 7,642 — — 7,642 Derivative gain 2,861 — — 2,861 Cash receipts on derivative settlements 4,746 — — 4,746 Deferred income taxes 17,962 (2,478 ) — 15,484 Loss of affiliates 130,719 — (130,719 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 4,335 (4,041 ) — 294 Joint interest receivables 4,281 — — 4,281 Income taxes (52,392 ) — — (52,392 ) Prepaid expenses and other assets (14,535 ) (46,758 ) 45,165 (16,128 ) Asset retirement obligations (37,925 ) (18,242 ) — (56,167 ) Accounts payable, accrued liabilities and other 23,584 37,331 (45,165 ) 15,750 Net cash provided by (used in) operating activities (54,926 ) 45,758 — (9,168 ) Investing activities: Investment in oil and natural gas properties and equipment (17,473 ) (6,589 ) — (24,062 ) Changes in operating assets and liabilities associated with investing activities 2,269 (39,669 ) — (37,400 ) Proceeds from sales of assets 1,000 500 — 1,500 Purchases of furniture, fixtures and other (96 ) — — (96 ) Net cash used in investing activities (14,300 ) (45,758 ) — (60,058 ) 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 Debt exchange costs (17,920 ) — — (17,920 ) Other 83 — — 83 Net cash provided by financing activities 57,163 — — 57,163 Decrease in cash and cash equivalents (12,063 ) — — (12,063 ) Cash and cash equivalents, beginning of period 85,414 — — 85,414 Cash and cash equivalents, end of period $ 73,351 $ — $ — $ 73,351 |