Annual report pursuant to Section 13 and 15(d)

Acquisitions and Divestitures (Tables)

v2.4.0.8
Acquisitions and Divestitures (Tables)
12 Months Ended
Dec. 31, 2013
Callon Properties
 
Purchase Price Allocation for Acquisition

The following table presents the preliminary purchase price allocation, including estimated adjustments, for the acquisition of the Callon Properties (in thousands):

 

Cash consideration:

  

 

 

 

Evaluated properties including equipment

  

$

73,176

  

Unevaluated properties

  

 

9,248

  

Sub-total – cash consideration

  

 

82,424

  

Non-cash consideration:

  

 

 

 

Asset retirement obligation - current

  

 

90

  

Asset retirement obligation - non-current

  

 

4,143

  

Sub-total – non-cash consideration

  

 

4,233

  

Total consideration

  

$

86,657

  

 

Summary of Proforma Financial Information for Acquisition

The following table presents a summary of our pro forma financial information (in thousands except earnings per share):

 

 

  

(unaudited)

 

 

  

Year Ended December 31,

 

 

  

2013

 

  

2012

 

Revenue

  

$

1,018,118

  

  

$

923,050

  

Net income

  

 

59,073

  

  

 

85,378

  

Basic and diluted earnings per common share

  

 

0.78

  

  

 

1.12

  

 

Business Acquisition Pro Forma Information Incremental Item

For the pro forma financial information, certain information was derived from financial records and certain information was estimated. The following table presents incremental items included in the pro forma information reported above for the Callon Properties (in thousands):

 

 

  

(unaudited)

 

 

  

Year Ended December 31,

 

 

  

2013

 

  

2012

 

Revenues (a)

  

$

34,030

  

  

$

48,559

  

Direct operating expenses (a)

  

 

6,405

  

  

 

8,525

  

DD&A (b)

  

 

14,856

  

  

 

17,492

  

G&A (c)

 

 

(361

)

 

 

 

Interest expense (d)

  

 

1,374

  

  

 

1,648

  

Capitalized interest (e)

  

 

(168

)  

  

 

288

  

Income tax expense (f)

  

 

4,173

  

  

 

7,212

  

The sources of information and significant assumptions are described below:

(a)

Revenues and direct operating expenses for the Callon Properties were derived from the historical financial records of Callon.

(b)

DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Callon Properties’ costs, reserves and production into our currently existing full cost pool in order to compute such amounts. The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation. ARO was estimated by W&T management.

(c)

G&A adjustments related to incremental transaction expenses, which were assumed to be funded from cash on hand, and were adjusted from the 2013 results.

(d)

The acquisition was assumed to be funded entirely with borrowed funds. Interest expense was computed using assumed borrowings of $82.4 million, which equates to the cash component of the transaction, and an interest rate of 2.0%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility.

(e)

The change to capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings. Positive amounts represent increases to net expenses. The negative amount represents a decrease to net expenses.

(f)

Income tax expense was computed using the 35% federal statutory rate.

The pro forma adjustments do not include adjustments related to any other acquisitions or divestitures.

Newfield Properties
 
Purchase Price Allocation for Acquisition

The following table presents the purchase price allocation, including adjustments, for the acquisition of the Newfield Properties (in thousands):

 

Cash consideration:

  

 

 

 

Evaluated properties including equipment

  

$

192,723

  

Unevaluated properties

  

 

13,065

  

Sub-total – cash consideration

  

 

205,788

  

Non-cash consideration:

  

 

 

 

Asset retirement obligation - current

  

 

7,250

  

Asset retirement obligation - non-current

  

 

24,414

  

Sub-total – non-cash consideration

  

 

31,664

  

Total consideration

  

$

237,452

  

 

Summary of Proforma Financial Information for Acquisition

The following table presents a summary of our pro forma financial information (in thousands except earnings per share):

 

 

  

(unaudited)

 

 

  

Year Ended December 31,

 

 

  

2012

 

  

2011

 

Revenue

  

$

980,196

  

  

$

1,187,808

  

Net income

  

 

77,036

  

  

 

220,835

  

Basic and diluted earnings per common share

  

 

1.01

  

  

 

2.92

  

 

Business Acquisition Pro Forma Information Incremental Item

For the pro forma financial information, certain information was derived from financial records and certain information was estimated. The following table presents incremental items included in the pro forma information reported above for the Newfield Properties (in thousands):

 

 

  

(unaudited)

 

 

  

Year Ended December 31,

 

 

  

2012

 

 

2011

 

Revenues (a)

  

$

105,705

  

 

$

216,761

  

Direct operating expenses (a)

  

 

33,186

  

 

 

24,563

  

Insurance costs (b)

  

 

475

  

 

 

633

  

DD&A (c)

  

 

53,408

  

 

 

102,713

  

G&A (d)

  

 

(553

 

 

  

Interest expense (e)

  

 

12,060

  

 

 

15,846

  

Capitalized interest (f)

  

 

(643

 

 

(868

Income tax expense (g)

  

 

2,720

  

 

 

25,856

  

The sources of information and significant assumptions are described below:

(a)

Revenues and direct operating expenses for the Newfield Properties were derived from the historical financial records of Newfield.

(b)

Incremental costs for insurance were estimated from the incremental costs to add the Newfield Properties to W&T’s insurance programs. The direct operating costs for the Newfield Properties described above excluded insurance costs.

(c)

DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Newfield Properties’ costs, reserves and production into our currently existing full cost pool in order to compute such amounts. The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation. ARO was estimated by W&T management.

(d)

G&A adjustments related to incremental transaction expenses, which were assumed to be funded from cash on hand, and were adjusted from 2012 results.

(e)

The acquisition was assumed to be funded entirely with borrowed funds. Interest expense was computed using assumed borrowings of $205.7 million, which equates to the cash component of the transaction, and an interest rate of 7.7%, which equates to the effective yield on net proceeds for the additional senior notes issued shortly after the acquisition closed.

(f)

Incremental capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings. The negative amount represents a decrease to net expenses.

(g)

Income tax expense was computed using the 35% federal statutory rate.

The pro forma adjustments do not included adjustments related to any other acquisitions or divestitures.

Opal Properties
 
Purchase Price Allocation for Acquisition

The following table presents the purchase price allocation, including adjustments, for the acquisition of the Opal Properties (in thousands):

 

Cash consideration:

  

 

 

 

Evaluated properties including equipment

  

$

313,165

  

Unevaluated properties

  

 

81,212

  

Sub-total – cash consideration

  

 

394,377

  

 

Non-cash consideration:

  

 

 

 

Asset retirement obligation - non-current

  

 

382

  

Long-term liability

  

 

2,143

  

Sub-total – non-cash consideration

  

 

2,525

  

Total consideration

  

$

396,902

  

 

Fairway Properties
 
Purchase Price Allocation for Acquisition

The following table presents the purchase price allocation, including adjustments, for the acquisition of the Fairway Properties (in thousands):

 

Cash consideration:

  

 

 

 

Evaluated properties including equipment

  

$

42,870

  

Non-cash consideration:

  

 

 

 

Asset retirement obligation - non-current

  

 

7,812

  

Total consideration

  

$

50,682

  

 

Opal Properties And Fairway Properties
 
Summary of Proforma Financial Information for Acquisition

The pro forma adjustments were based on estimates by management and information believed to be directly related to the purchase of the Opal Properties and the Fairway Properties. The pro forma financial information is not necessarily indicative of the results of operations had the respective purchases occurred on January 1, 2010. If the transactions had been in effect for the periods indicated, the results may have been substantially different. For example, we may have operated the assets differently than the sellers. Realized sales prices for oil, NGLs and natural gas may have been different and costs of operating the properties may have been different. The following table presents a summary of our pro forma financial information (in thousands except earnings per share):

 

 

  

(unaudited)
Year Ended
December 31,
2011

 

Revenue

  

$

1,023,430

  

Net income

  

 

180,779

  

Basic and diluted earnings per common share

  

 

2.39

  

 

Business Acquisition Pro Forma Information Incremental Item

For the pro forma financial information, certain information was derived from financial records and certain information was estimated. The following table presents incremental items included in the pro forma information reported above for the Opal Properties and the Fairway Properties (in thousands):

 

 

  

(unaudited)
Year Ended
December 31,
2011

 

Revenues (a)

  

$

52,383

  

Direct operating expenses (a)

  

 

16,368

  

DD&A (b)

  

 

21,836

  

G&A (c)

  

 

(1,596

Interest expense (d)

  

 

4,612

  

Capitalized interest (e)

  

 

(1,086

Income tax expense (f)

  

 

4,287

  

The sources of information and significant assumptions are described below:

(a)

Revenues and direct operating expenses for the Opal Properties and the Fairway Properties were derived from the historical records of the sellers up to the respective closing dates.

(b)

DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Opal Properties and Fairway Properties’ costs, reserves and production into our currently existing full cost pool in order to compute such amounts. The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation. ARO were estimated by W&T management.

(c)

G&A adjustments related to incremental transaction expenses, which were assumed to be funded from cash on hand, and were adjusted from the 2011 results.

(d)

The acquisitions were assumed to be funded entirely with borrowed funds and that borrow capacity would have been available on the revolving bank credit facility due to the increase in reserves. Interest expense was computed using assumed borrowings of $437.2 million, which equates to the cash component of the transactions, and an interest rate ranging from 2.6% to 3.0%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility.

(e)

The change to capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings. The negative amount represents a decrease to net expenses.

(f)

Income tax expense was computed using the 35% federal statutory rate.

The pro forma adjustments do not included adjustments related to any other acquisitions or divestitures.