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EX-32.1 - EX-32.1 - W&T OFFSHORE INCwti-ex321_9.htm
EX-31.2 - EX-31.2 - W&T OFFSHORE INCwti-ex312_7.htm
EX-31.1 - EX-31.1 - W&T OFFSHORE INCwti-ex311_6.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________

Commission File Number 1-32414

 

W&T OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

 

Texas

72-1121985

(State of incorporation)

(IRS Employer

Identification Number)

 

 

Nine Greenway Plaza, Suite 300

Houston, Texas

77046-0908

(Address of principal executive offices)

(Zip Code)

(713) 626-8525

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes      No    

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Emerging growth company

Non-accelerated filer

Smaller reporting company

 

 

Indicate by check mark whether the registrant is a shell company.    Yes      No    

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.   Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

As of August 1, 2017, there were 137,821,744 shares outstanding of the registrant’s common stock, par value $0.00001.

 

 

 


W&T OFFSHORE, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

 

 

Page

PART I –FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016

1

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016

2

 

Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2017

3

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016

4

 

Notes to Condensed Consolidated Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

48

Item 4.

Controls and Procedures

48

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

49

Item 1A.

Risk Factors

49

Item 6.

Exhibits

49

 

 

SIGNATURE

50

EXHIBIT INDEX

51

 

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

June 30,

 

 

December 31,

 

 

2017

 

 

2016

 

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

72,320

 

 

$

70,236

 

Receivables:

 

 

 

 

 

 

 

Oil and natural gas sales

 

39,397

 

 

 

43,073

 

Joint interest

 

19,920

 

 

 

21,885

 

Insurance reimbursement

 

 

 

 

30,100

 

Income taxes

 

12,027

 

 

 

11,943

 

Total receivables

 

71,344

 

 

 

107,001

 

Prepaid expenses and other assets (Note 1)

 

21,944

 

 

 

14,504

 

Total current assets

 

165,608

 

 

 

191,741

 

 

 

 

 

 

 

 

 

Oil and natural gas properties and other, net - at cost: (Note 1)

 

550,681

 

 

 

547,053

 

 

 

 

 

 

 

 

 

Restricted deposits for asset retirement obligations

 

28,712

 

 

 

27,371

 

Income tax receivables

 

68,974

 

 

 

52,097

 

Other assets (Note 1)

 

60,996

 

 

 

11,464

 

Total assets

$

874,971

 

 

$

829,726

 

Liabilities and Shareholders’ Deficit

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

58,283

 

 

$

81,039

 

Undistributed oil and natural gas proceeds

 

21,270

 

 

 

26,254

 

Asset retirement obligations

 

52,432

 

 

 

78,264

 

Long-term debt

 

11,147

 

 

 

8,272

 

Accrued liabilities (Note 1)

 

13,122

 

 

 

9,200

 

Total current liabilities

 

156,254

 

 

 

203,029

 

Long-term debt: (Note 2)

 

 

 

 

 

 

 

Principal

 

873,733

 

 

 

873,733

 

Carrying value adjustments

 

110,604

 

 

 

138,722

 

Long term debt, less current portion - carrying value

 

984,337

 

 

 

1,012,455

 

 

 

 

 

 

 

 

 

Asset retirement obligations, less current portion

 

265,428

 

 

 

256,174

 

Other liabilities (Note 1)

 

66,909

 

 

 

17,105

 

Commitments and contingencies (Note 9)

 

 

 

 

 

Shareholders’ deficit:

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 0 issued at

   June 30, 2017 and December 31, 2016

 

 

 

 

 

Common stock, $0.00001 par value; 200,000,000 shares authorized;

   140,690,917 issued and 137,821,744 outstanding at June 30, 2017 and

   140,543,545 issued and 137,674,372 outstanding at December 31, 2016

 

1

 

 

 

1

 

Additional paid-in capital

 

543,439

 

 

 

539,973

 

Retained earnings (deficit)

 

(1,117,230

)

 

 

(1,174,844

)

Treasury stock, at cost; 2,869,173 shares at June 30, 2017 and December 31, 2016

 

(24,167

)

 

 

(24,167

)

Total shareholders’ deficit

 

(597,957

)

 

 

(659,037

)

Total liabilities and shareholders’ deficit

$

874,971

 

 

$

829,726

 

 

See Notes to Condensed Consolidated Financial Statements

1


 

W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

(In thousands except per share data)

 

 

(Unaudited)

 

Revenues

$

123,323

 

 

$

99,655

 

 

$

247,716

 

 

$

177,370

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

31,519

 

 

 

36,622

 

 

 

71,683

 

 

 

81,091

 

Production taxes

 

449

 

 

 

370

 

 

 

964

 

 

 

896

 

Gathering and transportation

 

5,318

 

 

 

6,398

 

 

 

11,527

 

 

 

11,490

 

Depreciation, depletion, amortization and accretion

 

40,364

 

 

 

57,493

 

 

 

80,354

 

 

 

121,226

 

Ceiling test write-down of oil and natural gas properties

 

 

 

 

104,592

 

 

 

 

 

 

221,151

 

General and administrative expenses

 

16,474

 

 

 

16,235

 

 

 

29,748

 

 

 

32,678

 

Derivative (gain) loss

 

(3,689

)

 

 

4,942

 

 

 

(7,644

)

 

 

2,449

 

Total costs and expenses

 

90,435

 

 

 

226,652

 

 

 

186,632

 

 

 

470,981

 

Operating income (loss)

 

32,888

 

 

 

(126,997

)

 

 

61,084

 

 

 

(293,611

)

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred

 

11,436

 

 

 

29,773

 

 

 

22,730

 

 

 

57,587

 

Capitalized

 

 

 

 

(102

)

 

 

 

 

 

(445

)

Gain on exchange of debt

 

8,056

 

 

 

 

 

 

7,811

 

 

 

 

Other (income) expense, net

 

5,168

 

 

 

(24

)

 

 

5,114

 

 

 

1,282

 

Income (loss) before income tax benefit

 

24,340

 

 

 

(156,644

)

 

 

41,051

 

 

 

(352,035

)

Income tax benefit

 

(8,975

)

 

 

(35,722

)

 

 

(16,563

)

 

 

(40,604

)

Net income (loss)

$

33,315

 

 

$

(120,922

)

 

$

57,614

 

 

$

(311,431

)

 

Basic and diluted earnings (loss) per common share

$

0.23

 

 

$

(1.58

)

 

$

0.40

 

 

$

(4.07

)

 

See Notes to Condensed Consolidated Financial Statements.

 

 

2


 

W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

Outstanding

 

 

Additional

Paid-In

 

 

Retained

Earnings

 

 

Treasury Stock

 

 

Total

Shareholders’

 

 

Shares

 

 

Value

 

 

Capital

 

 

(Deficit)

 

 

Shares

 

 

Value

 

 

Deficit

 

 

(In thousands)

 

 

(Unaudited)

 

Balances at December 31, 2016

 

137,674

 

 

$

1

 

 

$

539,973

 

 

$

(1,174,844

)

 

 

2,869

 

 

$

(24,167

)

 

$

(659,037

)

Share-based compensation

 

148

 

 

 

 

 

 

3,466

 

 

 

 

 

 

 

 

 

 

 

 

3,466

 

Net income

 

 

 

 

 

 

 

 

 

 

57,614

 

 

 

 

 

 

 

 

 

57,614

 

Balances at June 30, 2017

 

137,822

 

 

$

1

 

 

$

543,439

 

 

$

(1,117,230

)

 

 

2,869

 

 

$

(24,167

)

 

$

(597,957

)

 

See Notes to Condensed Consolidated Financial Statements.

 

 

3


 

W&T OFFSHORE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Six Months Ended

 

 

June 30,

 

 

2017

 

 

2016

 

 

(In thousands)

 

 

(Unaudited)

 

Operating activities:

 

 

 

 

 

 

 

Net income (loss)

$

57,614

 

 

$

(311,431

)

Adjustments to reconcile net income (loss) to net cash provided by (used in)

   operating activities:

 

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion

 

80,354

 

 

 

121,226

 

Ceiling test write-down of oil and natural gas properties

 

 

 

 

221,151

 

Gain on exchange of debt

 

(7,811

)

 

 

 

Debt issuance costs write-down/amortization of debt items

 

836

 

 

 

1,880

 

Share-based compensation

 

3,466

 

 

 

5,121

 

Derivative (gain) loss

 

(7,644

)

 

 

2,449

 

Cash receipts on derivative settlements

 

2,208

 

 

 

4,746

 

Deferred income taxes

 

212

 

 

 

19,285

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Oil and natural gas receivables

 

3,675

 

 

 

1,226

 

Joint interest receivables

 

1,965

 

 

 

1,763

 

Insurance reimbursements

 

30,100

 

 

 

 

Income taxes

 

(16,960

)

 

 

(57,931

)

Prepaid expenses and other assets

 

(3,575

)

 

 

(10,365

)

Escrow deposit - Apache lawsuit

 

(49,500

)

 

 

 

Asset retirement obligation settlements

 

(36,021

)

 

 

(25,156

)

Accounts payable, accrued liabilities and other

 

6,666

 

 

 

14,767

 

Net cash provided by (used in) operating activities

 

65,585

 

 

 

(11,269

)

Investing activities:

 

 

 

 

 

 

 

Investment in oil and natural gas properties and equipment

 

(43,800

)

 

 

(17,712

)

Changes in operating assets and liabilities associated with investing activities

 

(827

)

 

 

(34,122

)

Proceeds from sales of assets

 

 

 

 

1,500

 

Purchases of furniture, fixtures and other

 

(853

)

 

 

(70

)

Net cash used in investing activities

 

(45,480

)

 

 

(50,404

)

Financing activities:

 

 

 

 

 

 

 

Borrowings of long-term debt - revolving bank credit facility

 

 

 

 

340,000

 

Repayments of long-term debt - revolving bank credit facility

 

 

 

 

(192,000

)

Payment of interest on 1.5 Lien Term Loan

 

(4,113

)

 

 

 

Payment of interest on 2nd Lien PIK Toggle Notes

 

(7,335

)

 

 

 

Payment of interest on 3rd Lien PIK Toggle Notes

 

(6,201

)

 

 

 

Other

 

(372

)

 

 

83

 

Net cash provided by (used in) financing activities

 

(18,021

)

 

 

148,083

 

Increase in cash and cash equivalents

 

2,084

 

 

 

86,410

 

Cash and cash equivalents, beginning of period

 

70,236

 

 

 

85,414

 

Cash and cash equivalents, end of period

$

72,320

 

 

$

171,824

 

 

See Notes to Condensed Consolidated Financial Statements.

 

 

4


 

W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Basis of Presentation

Operations.  W&T Offshore, Inc. (with subsidiaries referred to herein as “W&T,” “we,” “us,” “our,” or the “Company”) is an independent oil and natural gas producer with substantially all of its operations offshore in the Gulf of Mexico.  The Company is active in the exploration, development and acquisition of oil and natural gas properties.  Our interest in fields, leases, structures and equipment are primarily owned by W&T Offshore, Inc. (on a stand-alone basis, the “Parent Company”) and its 100%-owned subsidiary, W & T Energy VI, LLC (“Energy VI”).  

Interim Financial Statements.  The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim periods and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, the condensed consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements for annual periods.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year.  These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Use of Estimates.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

Recent Events.  The price we receive for our crude oil, natural gas liquids (“NGLs”) and natural gas production directly affects our revenues, profitability, cash flows, liquidity, access to capital, proved reserves and future rate of growth.  The average prices of these commodities improved during the first half of 2017 compared to the average prices in the first half of 2016 and for the full year of 2016.  Operating costs were lower in the first half of 2017 on a barrel oil equivalent (“Boe”) basis compared to the first half of 2016.  In September 2016, we consummated the Exchange Transaction, as defined and described below in Note 2, which reduced our interest payments in the first half of 2017 compared to the first half of 2016.  In addition, the Exchange Transaction extended the maturities on a portion of our debt, although for a portion of the New Debt, as defined and described below, the maturities of two of the new loans will accelerate if certain events do not transpire.

We continued working to further reduce our operating costs, capital expenditures and costs related to asset retirement obligations (“ARO”).  Our 2017 capital budget is relatively modest by historical standards and we have some flexibility for the balance of the year.  The 2017 capital budget is higher than the capital expenditures incurred during 2016, but it is significantly lower than spending levels incurred during 2015 and 2014.  

During the first half of 2017, the Bureau of Ocean Energy Management (“BOEM”) extended the implementation timeline (without setting a revised implementation date) for Notice to Lessees #2016-N01 (“NTL #2016-N01”) regarding financial assurances to be provided by lessees in connection with Outer Continental Shelf (“OCS”) leases, rights-of-way (“ROWs”) or rights of use and easement (“RUEs”) for which there are co-lessees and/or predecessors in interest (non-sole liability properties), with certain exceptions.  Also, in the first quarter of 2017, the BOEM withdrew the orders related to its so called “sole liability” properties it had issued in December 2016 to allow time for the new President’s administration to review the complex financial assurance program.

Actions are underway for the BOEM to rescind the previous orders regarding financial assurances issued in the first quarter of 2016 totaling $260.8 million.  See Note 9 and Note 10 for additional information.

5


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

During the second quarter of 2017, a final trial court judgment was rendered in Apache Corporation’s (“Apache”) lawsuit against us.  As a result, we deposited $49.5 million in an escrow account from cash on hand as a first step to allow us to appeal the decision.  See Note 9 for additional information.    

We have assessed our financial condition, the current capital markets and options given different scenarios of commodity prices.  We believe we will have adequate liquidity to fund our operations beyond September 2018, the period of assessment to qualify as a going concern.  However, we cannot predict the potential changes in commodity prices or the future bonding requirements, either of which could affect our operations, liquidity levels and compliance with debt covenants.

See our Annual Report on Form 10-K for the year ended December 31, 2016 concerning risks related to our business and events occurring during 2016 and other information and the Notes herein for additional information.  

Prepaid Expenses and Other Assets.  The amounts recorded in Prepaid expenses and other assets are expected to be realized within one year.  The major categories are presented in the following table (in thousands):

 

 

June 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Derivative assets (1)

$

6,365

 

 

$

 

Prepaid/accrued insurance

 

3,802

 

 

 

2,924

 

Surety bond unamortized premiums

 

2,855

 

 

 

2,462

 

Prepaid deposits related to royalties

 

6,155

 

 

 

6,237

 

Other

 

2,767

 

 

 

2,881

 

Prepaid expenses and other assets

$

21,944

 

 

$

14,504

 

 

(1)

Includes open and closed (and not settled) derivative commodity contracts recorded at fair value.

Oil and Natural Gas Properties and Other, Net – at cost.  Oil and natural gas properties and equipment are recorded at cost using the full cost method.  There were no amounts excluded from amortization as of the dates presented in the following table (in thousands):

 

 

June 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Oil and natural gas properties and equipment

$

8,007,073

 

 

$

7,932,504

 

Furniture, fixtures and other

 

21,751

 

 

 

20,898

 

Total property and equipment

 

8,028,824

 

 

 

7,953,402

 

Less accumulated depreciation, depletion and amortization

 

7,478,143

 

 

 

7,406,349

 

Oil and natural gas properties and other, net

$

550,681

 

 

$

547,053

 

 

Accrued Liabilities.  The major categories recorded in Accrued liabilities are presented in the following table (in thousands):

 

 

June 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Accrued interest

$

4,196

 

 

$

4,189

 

Accrued salaries/payroll taxes/benefits

 

4,627

 

 

 

2,777

 

Other

 

4,299

 

 

 

2,234

 

Total accrued liabilities

$

13,122

 

 

$

9,200

 

6


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Other Assets (long-term).  The major categories recorded in Other assets are presented in the following table (in thousands):

 

 

June 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Escrow deposit - Apache lawsuit

$

49,500

 

 

$

 

Appeal bond deposits

 

6,925

 

 

 

6,925

 

Other

 

4,571

 

 

 

4,539

 

Total other assets

$

60,996

 

 

$

11,464

 

Other Liabilities (long-term).  The major categories recorded in Other liabilities are presented in the following table (in thousands):

 

 

June 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Apache lawsuit

$

49,500

 

 

$

 

Uncertain tax positions including interest/penalties

 

10,796

 

 

 

10,584

 

Other

 

6,613

 

 

 

6,521

 

Total other liabilities (long-term)

$

66,909

 

 

$

17,105

 

Recent Accounting Developments.  In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Summary and Amendments That Create Revenue from Contracts and Customers (Subtopic 606).  ASU 2014-09 amends and replaces current revenue recognition requirements, including most industry-specific guidance.  The revised guidance establishes a five step approach to be utilized in determining when, and if, revenue should be recognized.  ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017.  Upon application, an entity may elect one of two methods, either restatement of prior periods presented or recording a cumulative adjustment in the initial period of application (modified retrospective approach). Our current intention is to adopt the standard utilizing the modified retrospective approach.  Our evaluation to date is that the adoption of ASU 2014-09 is not expected to have a material impact on our consolidated financial statements.  We have not fully completed our analysis and subsequent guidance may change this assessment.  Our disclosures related to revenue will be modified when the new guidance is effective.  ASU 2014-09 will be effective for us in the first quarter of 2018.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Subtopic 842).  Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.  However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require both types of leases to be recognized on the balance sheet.  ASU 2016-02 also will require disclosures to help investors and other financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases.  These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements.  ASU 2016-02 does not apply for leases for oil and gas properties, but does apply to equipment used to explore and develop oil and gas resources.  Our current operating leases that will be impacted by ASU 2016-02 are leases for office space in Houston, Texas and New Orleans, Louisiana, although ASU 2016-02 may impact the accounting for leases related to equipment depending on the term of the lease.  We currently do not have any leases classified as financing leases nor do we have any leases recorded on the Condensed Consolidated Balance Sheets.  ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 and is to be applied using the modified retrospective approach.  We have not yet fully determined or quantified the effect ASU 2016-02 will have on our financial statements.

7


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, (“ASU 2016-13”), Financial Instruments – Credit Losses (Subtopic 326).  The new guidance eliminates the probable recognition threshold and broadens the information to consider past events, current conditions and forecasted information in estimating credit losses.  ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted for fiscal years beginning after December 15, 2018.  We have not yet fully determined or quantified the effect ASU 2016-13 will have on our financial statements.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, (“ASU 2016-15”), Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments.  ASU 2016-15 addresses the classification of several items that previously had diversity in practice.  Items identified in the new standard which were incurred by us in the past are: (a) debt prepayment or extinguishment costs; (b) contingent consideration made after a business acquisition; and (c) proceeds from settlement of insurance claims.  The item described in clause (b) would be the only such item changed under our historical classification in the statement of cash flows (financing vs. investing) and the amount of such change would not have been material; therefore, we do not anticipate the new standard will have a material effect on our financial statements.  ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 and early adoption is permitted.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, (“ASU 2016-18”), Statement of Cash Flows (Topic 230) – Restricted Cash.  ASU 2016-18 addresses diversity in practice and requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  ASU 2016-18 is expected to change some of the presentation in our statement of cash flows, but not materially impact total cash flows from operating, investing or financing activities.  ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period.

 

8


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

2.  Long-Term Debt

The components of our long-term debt are presented in the following table (in thousands):

 

June 30, 2017

 

 

December 31, 2016

 

 

 

 

 

 

Adjustments to

 

 

 

 

 

 

 

 

 

 

Adjustments to

 

 

 

 

 

 

 

 

 

 

Carrying

 

 

Carrying

 

 

 

 

 

 

Carrying

 

 

Carrying

 

 

Principal

 

 

Value (1)

 

 

Value

 

 

Principal

 

 

Value (1)

 

 

Value

 

11.00% 1.5 Lien Term Loan,

     due November 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

$

75,000

 

 

$

 

 

$

75,000

 

 

$

75,000

 

 

$

 

 

$

75,000

 

Future interest payments

 

 

 

 

19,709

 

 

 

19,709

 

 

 

 

 

 

23,823

 

 

 

23,823

 

Subtotal

 

75,000

 

 

 

19,709

 

 

 

94,709

 

 

 

75,000

 

 

 

23,823

 

 

 

98,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.00 % Second Lien Term Loan,

    due May 2020:

 

300,000

 

 

 

 

 

 

300,000

 

 

 

300,000

 

 

 

 

 

 

300,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.00%/10.75% Second Lien

    PIK Toggle Notes, due May 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

163,007

 

 

 

 

 

 

163,007

 

 

 

163,007

 

 

 

 

 

 

163,007

 

Future payments-in-kind

 

 

 

 

14,506

 

 

 

14,506

 

 

 

 

 

 

24,048

 

 

 

24,048

 

Future interest payments

 

 

 

 

34,873

 

 

 

34,873

 

 

 

 

 

 

36,850

 

 

 

36,850

 

Subtotal

 

163,007

 

 

 

49,379

 

 

 

212,386

 

 

 

163,007

 

 

 

60,898

 

 

 

223,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.50%/10.00% Third Lien

  PIK Toggle Notes, due June 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

145,897

 

 

 

 

 

 

145,897

 

 

 

145,897

 

 

 

 

 

 

145,897

 

Future payments-in-kind

 

 

 

 

18,618

 

 

 

18,618

 

 

 

 

 

 

26,844

 

 

 

26,844

 

Future interest payments

 

 

 

 

38,682

 

 

 

38,682

 

 

 

 

 

 

40,705

 

 

 

40,705

 

Subtotal

 

145,897

 

 

 

57,300

 

 

 

203,197

 

 

 

145,897

 

 

 

67,549

 

 

 

213,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.50% Unsecured Senior Notes,

    due June 2019

 

189,829

 

 

 

 

 

 

189,829

 

 

 

189,829

 

 

 

 

 

 

189,829

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt premium, discount,

     issuance costs, net of amortization

 

 

 

 

(4,637

)

 

 

(4,637

)

 

 

 

 

 

(5,276

)

 

 

(5,276

)

Total long-term debt

 

873,733

 

 

 

121,751

 

 

 

995,484

 

 

 

873,733

 

 

 

146,994

 

 

 

1,020,727

 

Current maturities of long-term debt (2)

 

 

 

 

11,147

 

 

 

11,147

 

 

 

 

 

 

8,272

 

 

 

8,272

 

Long term debt, less current

   maturities

$

873,733

 

 

$

110,604

 

 

$

984,337

 

 

$

873,733

 

 

$

138,722

 

 

$

1,012,455

 

 

 

(1)

Future interest payments and future payments-in-kind (“PIK”) are recorded on an undiscounted basis.

 

(2)

Future interest payments on the 1.5 Lien Term Loan and Second Lien PIK Toggle Notes due within twelve months.

 

 

9


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Exchange Transaction

On September 7, 2016, we consummated a transaction whereby we exchanged approximately $710.2 million in aggregate principal amount, or 79%, of our 8.500% Senior Notes, due June 15, 2019 (the “Unsecured Senior Notes”) for: (i) $159.8 million in aggregate principal amount of 9.00%/10.75% Senior Second Lien PIK Toggle Notes, due May 15, 2020, (the “Second Lien PIK Toggle Notes”); (ii) $142.0 million in aggregate principal amount of 8.50%/10.00% Senior Third Lien PIK Toggle Notes, due June 15, 2021, (the “Third Lien PIK Toggle Notes”); and (iii) 60.4 million shares of our common stock (collectively, the “Debt Exchange”).  At the same time on closing on the Debt Exchange, we closed on a $75.0 million, 11.00% 1.5 Lien Term Loan, due November 15, 2019, (the “1.5 Lien Term Loan”) with the largest holder of our Unsecured Senior Notes (collectively with the Debt Exchange, the “Exchange Transaction”).  We accounted for the Exchange Transaction as a Troubled Debt Restructuring pursuant to the guidance under Accounting Standard Codification 470-60, Troubled Debt Restructuring (“ASC 470-60”).  Under ASC 470-60, the carrying value of the newly issued Second Lien PIK Toggle Notes, Third Lien PIK Toggle Notes and 1.5 Lien Term Loan (the “New Debt”) is measured using all future undiscounted payments (principal and interest); therefore, no interest expense was recorded for the New Debt in the Condensed Consolidated Statements of Operations during the six months ended June 30, 2017.  Additionally, no interest expense related to the New Debt will be recorded in future periods as payments of interest on the New Debt will be recorded as a reduction in the carrying amount; thus, our reported interest expense will be significantly less than the contractual interest payments through the terms of the New Debt.     

The funds received from the 1.5 Lien Term Loan were used to pay transaction costs related to the Exchange Transaction and to pay down borrowings on the revolving bank credit facility.  The balance of the borrowings on the revolving bank credit facility was paid down from available cash.

During the second quarter of 2017, interest on the Second Lien PIK Toggle Notes and the Third Lien PIK Toggle Notes was paid in cash rather than in kind.  As a result of the cash interest payment, an $8.2 million net reduction was recorded to long-term debt on the Condensed Consolidated Balance Sheet and the offset to Gain on exchange of debt in the Condensed Consolidated Statement of Operations.  We anticipate the remaining eligible interest payments will be made in kind versus paid in cash.  For the six months ended June 30, 2017, $0.4 million of additional expense was recorded to Gain on exchange of debt for differences between actual and estimated transaction expenses.

The primary terms of our long-term debt following the Exchange Transaction are described below.    

Credit Agreement

The Fifth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), provides a revolving bank credit facility.  The primary items of the Credit Agreement are as follows, with certain terms defined under the Credit Agreement:

 

The borrowing base is $150.0 million.

 

Letters of credit may be issued in amounts up to $150.0 million, provided availability under the revolving bank credit facility exists.      

 

The First Lien Leverage Ratio limits are 2.50 to 1.00 through June 30, 2017, and 2.00 to 1.00 thereafter.

 

The Current Ratio must be greater than 1.00 to 1.00.

 

We are required to have deposit accounts only with banks under the Credit Agreement with certain exceptions.

 

We may not have unrestricted cash balances above $35 million if outstanding balances on the revolving bank credit agreement (including letters of credit) are greater than $5 million.

 

Borrowings primarily are executed as Eurodollar Loans, and the applicable margins range from 3.00% to 4.00%.

 

The commitment fee is 50 basis points for all levels of utilization.

 

The Credit Agreement terminates on November 8, 2018.

10


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Availability under our revolving bank credit facility is subject to a semi-annual redetermination of our borrowing base that occurs in the spring and fall of each year and is calculated by our lenders based on their evaluation of our proved reserves and their own internal criteria.  The 2017 spring redetermination reaffirmed the borrowing base amount of $150.0 million.  Any redetermination by our lenders to change our borrowing base will result in a similar change in the availability under our revolving bank credit facility.  The revolving bank credit facility is secured and is collateralized by a first priority lien on substantially all of our oil and natural gas properties.  

The Credit Agreement contains various customary covenants for certain financial tests, as defined in the Credit Agreement and measured as of the end of each quarter, and for customary events of default.  The customary events of default include: (i) nonpayment of principal when due or nonpayment of interest or other amounts within three business days of when due; (ii) bankruptcy or insolvency with respect to the Company or any of its subsidiaries guaranteeing borrowings under the revolving bank credit facility; or (iii) a change of control.  The Credit Agreement contains cross-default clauses with the other long-term debt agreements, and such agreements contain similar cross-default clauses with the Credit Agreement.  We were in compliance with all applicable covenants of the Credit Agreement as of June 30, 2017.

  As of June 30, 2017 and December 31, 2016, we did not have any borrowings outstanding and had $0.3 million and $0.5 million, respectively, of letters of credit outstanding under the revolving bank credit facility.  Availability as of June 30, 2017 was $149.7 million.

1.5 Lien Term Loan

As part of the Exchange Transaction, we entered into the 1.5 Lien Term Loan on September 7, 2016 with a maturity date of November 15, 2019.  The maturity date will accelerate to February 28, 2019 if the remaining Unsecured Senior Notes have not been extended, renewed, refunded, defeased, discharged, replaced or refinanced by February 28, 2019. Interest accrues at 11.00% per annum and is payable quarterly in cash.  The holder of the 1.5 Lien Term Loan was the largest holder of our Unsecured Senior Notes prior to the Exchange Transaction.  The 1.5 Lien Term Loan is secured by a 1.5 priority lien on all of our assets pledged under the Credit Agreement.  The lien securing the 1.5 Lien Term Loan is subordinate to the liens securing the Credit Agreement and has priority above the liens securing the Second Lien Term Loan (defined below), the Second Lien PIK Toggle Notes and the Third Lien PIK Toggle Notes.  All future undiscounted cash flows have been included in the carrying value under ASC 470-60.  Current maturities of long-term debt include the cash interest payable for the 1.5 Lien Term Loan payable in the next 12 months.  The 1.5 Lien Term Loan contains various covenants that limit, among other things, our ability to: (i) pay cash dividends; (ii) repurchase our common stock; (iii) sell our assets; (iv) make certain loans or investments; (v) merge or consolidate; (vi) enter into certain liens; (vii) create liens that secure debt; and (viii) enter into transactions with affiliates.  We were in compliance with all applicable covenants as of June 30, 2017.

Second Lien Term Loan

In May 2015, we entered into the 9.00% Term Loan (the “Second Lien Term Loan”), which bears an annual interest rate of 9.00%.  The Second Lien Term Loan was issued at a 1.0% discount to par, matures on May 15, 2020 and is recorded at its carrying value consisting of principal, unamortized discount and unamortized debt issuance costs.  Interest on the Second Lien Term Loan is payable in arrears semi-annually on May 15 and November 15.  The estimated annual effective interest rate on the Second Lien Term Loan is 9.6%, which includes amortization of debt issuance costs and discounts.  The Second Lien Term Loan is secured by a second-priority lien on all of our assets that are secured under the Credit Agreement.  The Second Lien Term Loan is effectively subordinate to the Credit Agreement and the 1.5 Lien Term Loan (discussed above) and is effectively pari passu with the Second Lien PIK Toggle Notes (discussed below).  The Second Lien Term Loan contains covenants that restrict our ability and the ability of certain of our subsidiaries to: (i) incur additional debt; (ii) make payments or distributions on account of our or our restricted subsidiaries’ capital stock; (iii) sell assets; (iv) restrict dividends or other payments of our restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates and (vii) merge or consolidate with another company.  We were in compliance with all applicable covenants as of June 30, 2017.

11


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Second Lien PIK Toggle Notes

As part of the Exchange Transaction, we issued Second Lien PIK Toggle Notes on September 7, 2016 with a maturity date of May 15, 2020.  Cash interest accrues at 9.00% per annum and is payable on May 15 and November 15 of each year.  The Second Lien PIK Toggle Notes contain provisions whereby certain semi-annual interest is added to the principal amount through payment-in-kind instead of being paid in cash in the then current semi-annual period.  For the initial interest period ending November 15, 2016, interest could only be paid-in-kind at the annual rate of 10.75%.  For interest periods through March 7, 2018, if we so elect, we have the option to pay all or a portion of interest in kind at a rate of 10.75% per annum.  For the six month interest period ending May 15, 2017, we paid the interest payment in cash rather than using the payment-in-kind provision.  The Second Lien PIK Toggle Notes are secured by a second-priority lien on all of our assets that are pledged under the Credit Agreement.  The Second Lien PIK Toggle Notes are effectively subordinate to the Credit Agreement and the 1.5 Lien Term Loan (discussed above) and are effectively pari passu with the Second Lien Term Loan (discussed above).  For purposes of determining the carrying amount under ASC 470-60, we anticipate the remaining eligible interest payments will be paid in kind versus paid in cash.  When the PIK option is utilized, the principal amount of the notes increases.  Current maturities of long-term debt include the cash interest payable for the Second Lien PIK Toggle Notes for the stub period of March 7, 2018 to May 15, 2018.  The Second Lien PIK Toggle Notes contain covenants that restrict our ability and the ability of certain of our subsidiaries to: (i) incur additional debt; (ii) make payments or distributions on account of our or our restricted subsidiaries’ capital stock; (iii) sell assets; (iv) restrict dividends or other payments of our restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates and (vii) merge or consolidate with another company.  We were in compliance with all applicable covenants as of June 30, 2017.    

Third Lien PIK Toggle Notes

As part of the Exchange Transaction, we issued Third Lien PIK Toggle Notes on September 7, 2016 with a maturity date of June 15, 2021.  The maturity date will accelerate to February 28, 2019 if the remaining Unsecured Senior Notes have not been extended, renewed, refunded, defeased, discharged, replaced or refinanced by February 28, 2019.  Cash interest accrues at 8.50% per annum and is payable on June 15 and December 15 of each year.  The Third Lien PIK Toggle Notes contain interest provisions whereby certain semi-annual interest is added to the principal amount through payment-in-kind instead of being paid in cash in the then current semi-annual period.  For the initial interest period ending December 15, 2016, interest could only be paid in kind at the annual rate of 10.00%.  For interest periods through September 7, 2018, if we so elect, we have the option to pay all or a portion of interest in kind at a rate of 10.00% per annum.  For the six month interest period ending June 15, 2017, we paid the interest payment in cash rather than using the payment-in-kind provision.  The Third Lien PIK Toggle Notes are secured by a third-priority lien on all of our assets that are secured under the Credit Agreement.  The Third Lien PIK Toggle Notes are effectively subordinate to the Second Lien Term Loan and the Second Lien PIK Toggle Notes.  For purposes of determining the carrying amount under ASC 470-60, we anticipate the remaining eligible interest payments will be paid in kind versus paid in cash.  When the PIK option is utilized, the principal amount of the notes increases.  The Third Lien PIK Toggle Notes contain covenants that restrict our ability and the ability of certain of our subsidiaries to: (i) incur additional debt; (ii) make payments or distributions on account of our or our restricted subsidiaries’ capital stock; (iii) sell assets; (iv) restrict dividends or other payments of our restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates and (vii) merge or consolidate with another company.  We were in compliance with all applicable covenants as of June 30, 2017.

12


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Unsecured Senior Notes

Our outstanding Unsecured Senior Notes, which bear an annual interest rate of 8.50% and mature on June 15, 2019, were recorded at their carrying value, which includes unamortized debt premium and unamortized debt issuance costs.  Interest on the Unsecured Senior Notes is payable semi-annually in arrears on June 15 and December 15.  The estimated annual effective interest rate on the Unsecured Senior Notes is 8.3%, which includes amortization of premiums and debt issuance costs.  The Unsecured Senior Notes contain covenants that restrict our ability and the ability of certain of our subsidiaries to: (i) incur additional debt; (ii) make payments or distributions on account of our or our restricted subsidiaries’ capital stock; (iii) sell assets; (iv) restrict dividends or other payments of our restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates and (vii) merge or consolidate with another company.  We were in compliance with all applicable covenants as of June 30, 2017.  

For information about fair value measurements for our long-term debt, refer to Note 3.

3.  Fair Value Measurements  

We measure the fair value of our open derivative financial instruments by applying the income approach, using models with inputs that are classified within Level 2 of the valuation hierarchy.  The inputs used for the fair value measurement of our derivative financial instruments are the exercise price, the expiration date, the settlement date, notional quantities, the implied volatility, the discount curve with spreads, credit risk and published commodity futures prices.  The fair value of the 1.5 Lien Term Loan was estimated using the carrying value of the principal as no market has developed and the holder of the 1.5 Lien Term Loan was the largest holder of our Unsecured Senior Notes prior to the Exchange Transaction.  The fair values of our Second Lien Term Loan, Second Lien PIK Toggle Notes, Third Lien PIK Toggle Notes and Unsecured Senior Notes were based on quoted prices, although the market is not an active market; therefore, the fair value is classified within Level 2.  

The following table presents the fair value of our open derivatives and long-term debt, all of which are classified as Level 2 within the valuation hierarchy (in thousands):

 

 

June 30, 2017

 

 

December 31, 2016

 

 

 

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives - open contracts

 

$

5,436

 

 

$

 

 

$

 

 

$

 

11.00% 1.5 Term Loan, due November 2019 (1)

 

 

 

 

 

75,000

 

 

 

 

 

 

75,000

 

9.00% Second Lien Term Loan, due May 2020 (1)

 

 

 

 

 

249,000

 

 

 

 

 

 

255,000

 

9.00%/10.75% Second Lien PIK Toggle Notes, due May 2020 (1)

 

 

 

 

 

133,666

 

 

 

 

 

 

122,255

 

8.50%/10.00% Third Lien PIK Toggle Notes, due June 2021 (1)

 

 

 

 

 

99,210

 

 

 

 

 

 

80,243

 

8.50% Unsecured Senior Notes, due June 2019  (1)

 

 

 

 

 

131,931

 

 

 

 

 

 

123,389

 

 

(1)

The long-term debt items are reported on the Condensed Consolidated Balance Sheets at their carrying value as described in Note 2.  

 

13


W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

4.  Asset Retirement Obligations

Our ARO primarily represents the estimated present value of the amount we will incur to plug, abandon and remediate our producing properties at the end of their productive lives.  

A summary of the changes to our ARO is as follows (in thousands):  

 

Balance, December 31, 2016

$

334,438

 

Liabilities settled

 

(36,021

)

Accretion of discount

 

8,560