Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 19. 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, W & T 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 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-downs recorded in 2016 and 2015, 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 December 31, 2017 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Assets Current assets: Cash and cash equivalents $ 99,058 $ — $ — $ 99,058 Receivables: Oil and natural gas sales 5,665 39,778 — 45,443 Joint interest 19,754 — — 19,754 Income taxes 128,835 — (115,829 ) 13,006 Total receivables 154,254 39,778 (115,829 ) 78,203 Prepaid expenses and other assets 11,154 2,265 — 13,419 Total current assets 264,466 42,043 (115,829 ) 190,680 Oil and natural gas properties and other, net - at cost: 430,354 152,464 (3,802 ) 579,016 Restricted deposits for asset retirement obligations 25,394 — — 25,394 Income tax receivables 52,097 — — 52,097 Other assets 505,304 453,306 (898,217 ) 60,393 Total assets $ 1,277,615 $ 647,813 $ (1,017,848 ) $ 907,580 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 76,703 $ 6,962 $ — $ 83,665 Undistributed oil and natural gas proceeds 18,762 1,367 — 20,129 Asset retirement obligations 22,488 1,125 — 23,613 Long-term debt 22,925 — — 22,925 Accrued liabilities 18,058 115,701 (115,829 ) 17,930 Total current liabilities 158,936 125,155 (115,829 ) 168,262 Long-term debt: Principal 889,790 — — 889,790 Carrying value adjustments 79,337 — — 79,337 Long term debt, less current portion - carrying value 969,127 — — 969,127 Asset retirement obligations, less current portion 152,883 123,950 — 276,833 Other liabilities 566,375 — (499,509 ) 66,866 Shareholders’ equity (deficit): Common stock 1 — — 1 Additional paid-in capital 545,820 704,885 (704,885 ) 545,820 Retained earnings (deficit) (1,091,360 ) (306,177 ) 302,375 (1,095,162 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (569,706 ) 398,708 (402,510 ) (573,508 ) Total liabilities and shareholders’ equity (deficit) $ 1,277,615 $ 647,813 $ (1,017,848 ) $ 907,580 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 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’ 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: 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’ 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 Statement of Operations for the Year Ended December 31, 2017 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Revenues $ 231,396 $ 255,700 $ — $ 487,096 Operating costs and expenses: Lease operating expenses 79,695 64,043 — 143,738 Production taxes 1,740 — — 1,740 Gathering and transportation 9,781 10,660 — 20,441 Depreciation, depletion and amortization 73,962 61,700 2,848 138,510 Asset retirement obligations accretion 7,416 9,756 — 17,172 General and administrative expenses 28,170 31,574 — 59,744 Derivative gain (4,199 ) — — (4,199 ) Total costs and expenses 196,565 177,733 2,848 377,146 Operating Income 34,831 77,967 (2,848 ) 109,950 Earnings of affiliates 61,444 — (61,444 ) — Interest expense incurred 45,836 — — 45,836 Gain on exchange of debt 7,811 — — 7,811 Other expense, net 4,812 — — 4,812 Income before income tax expense (benefit) 53,438 77,967 (64,292 ) 67,113 Income tax expense (benefit) (29,092 ) 16,523 — (12,569 ) Net income $ 82,530 $ 61,444 $ (64,292 ) $ 79,682 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, 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 gain (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 ) Loss of affiliates (464,931 ) — 464,931 — Interest expense: Incurred 101,542 3,050 — 104,592 Capitalized (4,206 ) (3,050 ) — (7,256 ) Other expense, net 4,663 — — 4,663 Loss before income tax benefit (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 Cash Flows for the Year Ended December 31, 2017 (In thousands) Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Operating activities: Net income $ 82,530 $ 61,444 $ (64,292 ) $ 79,682 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 81,378 71,456 2,848 155,682 Gain on exchange of debt (7,811 ) — — (7,811 ) Amortization of debt items 1,715 — — 1,715 Share-based compensation 7,191 — — 7,191 Derivative gain (4,199 ) — — (4,199 ) Cash receipts on derivative settlements, net 4,199 — — 4,199 Deferred income taxes 217 — — 217 Loss of affiliates (61,444 ) — 61,444 — Changes in operating assets and liabilities: Oil and natural gas receivables (3,491 ) 1,121 — (2,370 ) Joint interest receivables 2,131 — — 2,131 Insurance reimbursements 31,740 — — 31,740 Income taxes (17,586 ) 16,523 — (1,063 ) Prepaid expenses and other assets 3,447 (108,773 ) 108,564 3,238 Escrow deposit - Apache lawsuit (49,500 ) — — (49,500 ) Asset retirement obligation settlements (55,672 ) (16,737 ) — (72,409 ) Accounts payable, accrued liabilities and other 127,496 (7,967 ) (108,564 ) 10,965 Net cash provided by operating activities 142,341 17,067 — 159,408 Investing activities: Investment in oil and natural gas properties and equipment (105,179 ) (24,869 ) — (130,048 ) Changes in operating assets and liabilities associated with investing activities 16,072 7,802 — 23,874 Purchases of furniture, fixtures and other (933 ) — — (933 ) Net cash used in investing activities (90,040 ) (17,067 ) — (107,107 ) Financing activities: Payment of interest on 1.5 Lien Term Loan (8,227 ) — — (8,227 ) 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 (1,295 ) — — (1,295 ) Net cash used in financing activities (23,479 ) — — (23,479 ) Increase in cash and cash equivalents 28,822 — — 28,822 Cash and cash equivalents, beginning of period 70,236 — — 70,236 Cash and cash equivalents, end of period $ 99,058 $ — $ — $ 99,058 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 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-down/amortization of debt items 2,548 — — 2,548 Share-based compensation 11,013 — — 11,013 Derivative gain 2,926 — — 2,926 Cash payments on derivative settlements 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 receivables 12 — — 12 Income taxes (64,274 ) — — (64,274 ) Prepaid expenses and other assets (14,395 ) (78,547 ) 77,996 (14,946 ) Asset retirement obligations (49,303 ) (23,017 ) — (72,320 ) Accounts payable, accrued liabilities and other 45,817 37,538 (77,996 ) 5,359 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, 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 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 Debt issuance costs write-down/amortization of debt items 4,411 — — 4,411 Share-based compensation 10,242 — — 10,242 Derivative loss (14,375 ) — — (14,375 ) Cash payments on derivative settlements 6,703 — — 6,703 Deferred income taxes (77,421 ) (125,851 ) — (203,272 ) Earnings 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 receivables 21,645 — — 21,645 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 (141,608 ) 4,156 91,245 (46,207 ) 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, 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 |