Condensed Consolidating Balance Sheet |
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 |
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
|
)
|
|