Supplemental Guarantor Information | 12. 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 a result of the JV Drilling Program, we recorded proportional consolidation adjustments, which are not considered a guarantor asset under our debt agreements and, accordingly, are reported as non-guarantor adjustments in the following tables. Due to the methodology of recording the ceiling-test write down in prior periods, consolidating adjustments are required to present the consolidated results appropriately. Condensed Consolidating Balance Sheet as of June 30, 2018 Consolidated Parent Guarantor Non-Guarantor W&T Company Subsidiaries Adjustments Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 129,440 $ — $ — $ — $ 129,440 Receivables: Oil and natural gas sales 8,109 44,161 (197 ) — 52,073 Joint interest 19,366 — — — 19,366 Income taxes 193,594 — — (128,354 ) 65,240 Total receivables 221,069 44,161 (197 ) (128,354 ) 136,679 Prepaid expenses and other assets 16,739 3,700 31 — 20,470 Total current assets 367,248 47,861 (166 ) (128,354 ) 286,589 Oil and natural gas properties and other, net 416,539 121,075 48,003 (9,544 ) 576,073 Restricted deposits for asset retirement obligations 26,072 — — — 26,072 Other assets 607,463 544,029 (46,464 ) (1,035,610 ) 69,418 Total assets $ 1,417,322 $ 712,965 $ 1,373 $ (1,173,508 ) $ 958,152 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 38,445 $ 6,457 $ 1,562 $ — $ 46,464 Undistributed oil and natural gas proceeds 21,390 1,259 — — 22,649 Asset retirement obligations 21,663 6,260 — — 27,923 Current maturities of long-term debt: Principal 189,829 — — — 189,829 Carrying value adjustments 34,917 — — — 34,917 Current maturities of long-term debt - carrying value 224,746 — — — 224,746 Accrued liabilities 20,523 128,336 — (128,354 ) 20,505 Total current liabilities 326,767 142,312 1,562 (128,354 ) 342,287 Long-term debt: Principal 713,365 — — — 713,365 Carrying value adjustments 47,605 — — — 47,605 Long term debt, less current portion - carrying value 760,970 — — — 760,970 Asset retirement obligations, less current portion 164,010 125,275 12 — 289,297 Other liabilities 663,239 — — (590,232 ) 73,007 Shareholders’ deficit: Common stock 1 — — — 1 Additional paid-in capital 548,196 704,885 — (704,885 ) 548,196 Retained earnings (deficit) (1,021,694 ) (259,507 ) (201 ) 249,963 (1,031,439 ) Treasury stock, at cost (24,167 ) — — — (24,167 ) Total shareholders’ equity (deficit) (497,664 ) 445,378 (201 ) (454,922 ) (507,409 ) Total liabilities and shareholders’ equity (deficit) $ 1,417,322 $ 712,965 $ 1,373 $ (1,173,508 ) $ 958,152 Condensed Consolidating Balance Sheet as of December 31, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) 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 430,354 152,464 (3,802 ) 579,016 Restricted deposits for asset retirement obligations 25,394 — — 25,394 Income taxes receivable 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’ 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 Current maturities of long-term debt - carrying value 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’ 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’ deficit (569,706 ) 398,708 (402,510 ) (573,508 ) Total liabilities and shareholders’ deficit $ 1,277,615 $ 647,813 $ (1,017,848 ) $ 907,580 Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2018 Consolidated Parent Guarantor Non-Guarantor W&T Company Subsidiaries Adjustments Eliminations Offshore, Inc. (In thousands) Revenues $ 77,270 $ 71,873 $ 469 $ — $ 149,612 Operating costs and expenses: Lease operating expenses 21,617 13,929 36 — 35,582 Production taxes 439 — — — 439 Gathering and transportation 2,834 2,084 10 — 4,928 Depreciation, depletion, amortization and accretion 19,954 16,743 164 2,896 39,757 General and administrative expenses 6,854 7,166 200 — 14,220 Derivative gain 6,219 — — — 6,219 Total costs and expenses 57,917 39,922 410 2,896 101,145 Operating income 19,353 31,951 59 (2,896 ) 48,467 Earnings of affiliates 24,502 — — (24,502 ) — Interest expense 12,147 — — — 12,147 Other (income) expense, net (121 ) — 246 — 125 Income before income tax expense (benefit) 31,829 31,951 (187 ) (27,398 ) 36,195 Income tax expense (benefit) (7,337 ) 7,449 — — 112 Net income $ 39,166 $ 24,502 $ (187 ) $ (27,398 ) $ 36,083 Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2018 Consolidated Parent Guarantor Non-Guarantor W&T Company Subsidiaries Adjustments Eliminations Offshore, Inc. (In thousands) Revenues $ 141,056 $ 142,300 $ 469 $ — $ 283,825 Operating costs and expenses: Lease operating expenses 41,377 31,012 36 — 72,425 Production taxes 894 — — — 894 Gathering and transportation 5,537 4,438 10 — 9,985 Depreciation, depletion, amortization and accretion 39,374 32,557 164 5,743 77,838 General and administrative expenses 14,057 14,990 211 — 29,258 Derivative gain 6,219 — — — 6,219 Total costs and expenses 107,458 82,997 421 5,743 196,619 Operating income 33,598 59,303 48 (5,743 ) 87,206 Earnings of affiliates 46,669 — — (46,669 ) — Interest expense 23,470 — — — 23,470 Other (income) expense, net (457 ) — 249 — (208 ) Income before income tax expense (benefit) 57,254 59,303 (201 ) (52,412 ) 63,944 Income tax expense (benefit) (12,413 ) 12,634 — — 221 Net income $ 69,667 $ 46,669 $ (201 ) $ (52,412 ) $ 63,723 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 11,436 — — 11,436 Gain on exchange of debt 8,056 — — 8,056 Other expense, net 5,168 — — 5,168 Income before income tax expense (benefit) 22,052 22,017 (19,729 ) 24,340 Income tax expense (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 22,730 — — 22,730 Gain on exchange of debt 7,811 — — 7,811 Other expense, net 5,114 — — 5,114 Income before income tax expense (benefit) 34,043 44,995 (37,987 ) 41,051 Income tax expense (benefit) (25,090 ) 8,527 — (16,563 ) Net loss $ 59,133 $ 36,468 $ (37,987 ) $ 57,614 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2018 Consolidated W&T Parent Guarantor Non-Guarantor Offshore, Company Subsidiaries Adjustments Eliminations Inc. (In thousands) Operating activities: Net income $ 69,667 $ 46,669 $ (201 ) $ (52,412 ) $ 63,723 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 39,374 32,557 164 5,743 77,838 Amortization of debt items and other items 1,126 — — — 1,126 Share-based compensation 2,434 — — — 2,434 Derivative loss 6,219 — — — 6,219 Cash receipts on derivative settlements, net (1,149 ) — — — (1,149 ) Deferred income taxes 221 — — — 221 Earnings of affiliates (46,669 ) — — 46,669 — Changes in operating assets and liabilities: — Oil and natural gas receivables (2,444 ) (4,383 ) 197 — (6,630 ) Joint interest receivables 251 — — — 251 Income taxes (12,772 ) 12,634 — — (138 ) Prepaid expenses and other assets (37,025 ) (72,465 ) 4,445 90,722 (14,323 ) Asset retirement obligation settlements (7,725 ) (4,399 ) — — (12,124 ) Accounts payable, accrued liabilities and other 80,147 8,055 264 (90,722 ) (2,256 ) Net cash provided by operating activities 91,655 18,668 4,869 — 115,192 Investing activities: Investment in oil and natural gas properties and equipment (15,638 ) (9,999 ) (6,166 ) — (31,803 ) Changes in operating assets and liabilities associated with investing activities (21,958 ) (8,669 ) 1,297 — (29,330 ) Acquisition of property interest (16,617 ) — — — (16,617 ) Net cash used in investing activities (54,213 ) (18,668 ) (4,869 ) — (77,750 ) Financing activities: Payment of interest on 1.5 Lien Term Loan (4,114 ) — — — (4,114 ) Payment of interest on 2nd Lien PIK Toggle Notes (2,920 ) — — — (2,920 ) Other (26 ) — — — (26 ) Net cash used in financing activities (7,060 ) — — — (7,060 ) Increase in cash and cash equivalents 30,382 — — — 30,382 Cash and cash equivalents, beginning of period 99,058 — — — 99,058 Cash and cash equivalents, end of period $ 129,440 $ — $ — $ — $ 129,440 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 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 obligations (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 used in financing activities (18,021 ) — — (18,021 ) Increase in cash, cash equivalents and restricted cash 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 |