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
|
|
|
$
|
| |