Quarterly report pursuant to Section 13 or 15(d)

Acquisitions and Divestitures

v2.4.0.8
Acquisitions and Divestitures
6 Months Ended
Jun. 30, 2014
Acquisitions and Divestitures

2.  Acquisitions and Divestitures

2014 Acquisition

On May 20, 2014, Energy VI entered into a purchase and sale agreement to acquire certain oil and natural gas property interests from Woodside Energy (USA) Inc. (“Woodside”).  The properties acquired from Woodside (the “Woodside Properties”) consisted of a 20% non-operated working interest in the producing Neptune field (deepwater Atwater Valley blocks 574, 575 and 618), along with an interest in associated production facilities and various interests in 24 other non-operated fields.  All of the Woodside Properties are located in the Gulf of Mexico.  The effective date of the transaction was November 1, 2013.  The transaction included customary adjustments for the effective date, certain closing adjustments and our assumption of the related asset retirement obligations (“ARO”).  The purchase price is expected to be finalized during 2014.  The acquisition was funded from borrowings under our revolving bank credit facility and cash on hand.

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

 

Cash consideration:

 

 

 

Evaluated properties including equipment

$

50,703

 

Unevaluated properties

 

2,660

 

Sub-total cash consideration

 

53,363

 

Non-cash consideration:

 

 

 

Asset retirement obligations - current

 

782

 

Asset retirement obligations - non-current

 

10,543

 

Sub-total non-cash consideration

 

11,325

 

Total consideration

$

64,688

 

 

The acquisition was recorded at fair value, which was determined by applying the market and income approaches using Level 3 inputs.  The Level 3 inputs were: (i) analysis of comparable transactions obtained from various third-parties, (ii) estimates of ultimate recoveries of reserves and (iii) estimates of discounted cash flows based on estimated reserve quantities, reserve categories, timing of production, costs to produce and develop reserves, future prices, ARO and discount rates.  The estimates and assumptions were determined by management and third-parties.  The fair value is based on subjective estimates and assumptions, which are inherently imprecise, and the actual realized values could vary significantly from these estimates.  No goodwill was recorded in connection with the Woodside Properties acquisition.

2014 Acquisition — Revenues, Net Income and Pro Forma Financial Information  

The Woodside Properties were not included in our consolidated results until the property transfer date, which occurred in May 2014.  For the three and six months ended June 30, 2014, the Woodside Properties accounted for $6.9 million of revenues, $0.7 million of direct operating expenses, $2.2 million of DD&A and $1.4 million of income taxes, resulting in $2.6 million of net income.  Also, we incurred $0.1 million of expenses associated with acquisition and transition activities related to the acquisition of the Woodside Properties for the three and six months ended June 30, 2014.  The net income attributable to the Woodside Properties does not reflect certain expenses, such as general and administrative expenses (“G&A”) and interest expense; therefore, this information is not intended to report results as if these operations were managed on a stand-alone basis.  In addition, the Woodside Properties are not recorded in a separate entity for tax purposes; therefore, income tax was estimated using the federal statutory tax rate.    

In accordance with the applicable accounting guidance, the unaudited pro forma financial information was computed as if the acquisition of the Woodside Properties had been completed on January 1, 2013.  The financial information was derived from W&T’s audited historical consolidated financial statements for annual periods, W&T’s unaudited historical condensed consolidated financial statements for interim periods, and the Woodside Properties’ unaudited historical financial statements for the annual and interim periods.

The pro forma adjustments were based on estimates by management and information believed to be directly related to the purchase of the Woodside Properties.  The pro forma financial information is not necessarily indicative of the results of operations had the purchase occurred on January 1, 2013.  Had we owned the Woodside Properties during the periods indicated, the results may have been substantially different.  For example, we may have operated the assets differently than Woodside; the realized sales prices for oil, natural gas liquids (“NGLs”) and natural gas may have been different; and the costs of operating the Woodside Properties may have been different.

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Revenue

$

272,022

 

 

$

251,361

 

 

$

540,397

 

 

$

528,291

 

Net income

 

12,206

 

 

 

27,602

 

 

 

27,236

 

 

 

60,470

 

Basic and diluted earnings per common share

 

0.16

 

 

 

0.36

 

 

 

0.36

 

 

 

0.79

 

 

For the pro forma financial information, certain information was derived from our financial records, Woodside’s financial records and certain information was estimated.  

The following table presents incremental items included in the pro forma information reported above for the Woodside Properties (in thousands):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Revenues (a)

$

9,028

 

 

$

15,978

 

 

$

22,887

 

 

$

33,686

 

Direct operating expenses (a)

 

1,805

 

 

 

2,591

 

 

 

4,417

 

 

 

4,990

 

DD&A (b)

 

3,305

 

 

 

4,917

 

 

 

8,218

 

 

 

10,204

 

G&A (c)

 

200

 

 

 

200

 

 

 

400

 

 

 

400

 

Interest expense (d)

 

80

 

 

 

240

 

 

 

320

 

 

 

480

 

Capitalized interest (e)

 

(6

)

 

 

20

 

 

 

(22

)

 

 

(13

)

Income taxes expense (f)

 

1,275

 

 

 

2,804

 

 

 

3,344

 

 

 

6,169

 

 

The sources of information and significant assumptions are described below:

(a)

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

(b)

DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Woodside Properties’ costs, reserves and production into our 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)

Estimated insurance costs related to the Woodside Properties.

(d)

The acquisition was assumed to be funded entirely with borrowed funds.  Interest expense was computed using assumed borrowings of $53.4 million, which equates to the cash component of the acquisition purchase price, and an interest rate of 1.8%, 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 include adjustments related to any other acquisitions or divestitures.

2013 Acquisition

On October 17, 2013, W&T Offshore, Inc. entered into a purchase and sale agreement to acquire certain oil and natural gas property interests from Callon Petroleum Operating Company (“Callon”).  Pursuant to the purchase and sale agreement, transfers of certain properties that had no preferential rights were consummated on November 5, 2013 and transfers of certain properties subject to preferential rights, of which third-parties declined to exercise their preferential rights, were consummated on December 4, 2013.  The properties acquired from Callon (the “Callon Properties”) consist of a 15% working interest in the Medusa field (deepwater Mississippi Canyon blocks 582 and 583), interest in associated production facilities and various interests in other non-operated fields.  All of the Callon Properties are located in the Gulf of Mexico.  The effective date of the transaction was July 1, 2013.  The transaction included customary adjustments for the effective date, certain closing adjustments and we assumed the related ARO.  An upward net purchase price adjustment of $0.6 million was recorded during the six months ended June 30, 2014 and the purchase price was finalized in the second quarter of 2014.  The acquisition was funded from borrowings under our revolving bank credit facility and cash on hand.

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

 

Cash consideration:

 

 

 

Evaluated properties including equipment

$

73,752

 

Unevaluated properties

 

9,248

 

Sub-total cash consideration

 

83,000

 

Non-cash consideration:

 

 

 

Asset retirement obligations - current

 

90

 

Asset retirement obligations - non-current

 

4,143

 

Sub-total non-cash consideration

 

4,233

 

Total consideration

$

87,233

 

 

The acquisition was recorded at fair value, which was determined by applying the market and income approaches using Level 3 inputs.  The Level 3 inputs were: (i) analysis of comparable transactions obtained from various third-parties, (ii) estimates of ultimate recoveries of reserves and (iii) estimates of discounted cash flows based on estimated reserve quantities, reserve categories, timing of production, costs to produce and develop reserves, future prices, ARO and discount rates.  The estimates and assumptions were determined by management and third-parties.  The fair value is based on subjective estimates and assumptions, which are inherently imprecise, and the actual realized values could vary significantly from these estimates.  No goodwill was recorded in connection with the Callon Properties acquisition.

2013 Acquisition — Revenues, Net Income and Pro Forma Financial Information  

The Callon Properties were not included in our consolidated results until the respective property transfer dates, which occurred during the fourth quarter of 2013.  For the three months ended June 30, 2014, the Callon Properties accounted for $8.7 million of revenues, $1.0 million of direct operating expenses, $1.6 million of DD&A and $2.1 million of income taxes, resulting in $4.0 million of net income.  For the six months ended June 30, 2014, the Callon Properties accounted for $17.4 million of revenues, $2.0 million of direct operating expenses, $7.0 million of DD&A and $2.9 million of income taxes, resulting in $5.5 million of net income.  The net income attributable to the Callon Properties does not reflect certain expenses, such as G&A and interest expense; therefore, this information is not intended to report results as if these operations were managed on a stand-alone basis.  In addition, the Callon Properties are not recorded in a separate entity for tax purposes; therefore, income tax was estimated using the federal statutory tax rate.  There were no expenses associated with acquisition activities and transition activities related to the acquisition of the Callon Properties for the three or six months ended June 30, 2013.  

Consistent with the computation of pro forma financial information presented in Item 8, Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for the year end December 31, 2013, the unaudited pro forma financial information was computed as if the acquisition of the Callon Properties had been completed on January 1, 2012.  The financial information was derived from W&T’s audited historical consolidated financial statements for annual periods, W&T’s unaudited historical condensed consolidated financial statements for interim periods, the Callon Properties’ audited historical financial statement for 2012 and the Callon Properties’ unaudited historical financial statements for interim periods.

The pro forma adjustments were based on estimates by management and information believed to be directly related to the purchase of the Callon Properties.  The pro forma financial information is not necessarily indicative of the results of operations had the purchase occurred on January 1, 2012.  Had we owned the Callon Properties during the periods indicated, the results may have been substantially different.  For example, we may have operated the assets differently than Callon; the realized sales prices for oil, NGLs and natural gas may have been different; and the costs of operating the Callon Properties may have been different.    

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2013

 

 

June 30, 2013

 

Revenue

$

243,840

 

 

$

514,415

 

Net income

 

24,020

 

 

 

53,722

 

Basic and diluted earnings per common share

 

0.32

 

 

 

0.71

 

 

For the pro forma financial information, certain information was derived from our financial records, Callon’s 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):

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2013

 

 

June 30, 2013

 

Revenues (a)

$

8,457

 

 

$

19,810

 

Direct operating expenses (a)

 

1,886

 

 

 

3,930

 

DD&A (b)

 

3,714

 

 

 

7,945

 

Interest expense (c)

 

415

 

 

 

830

 

Capitalized interest (d)

 

(56

)

 

 

(138

)

Income taxes expense (e)

 

874

 

 

 

2,535

 

 

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 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)

The acquisition was assumed to be funded entirely with borrowed funds.  Interest expense was computed using assumed borrowings of $83.0 million, which equates to the cash component of the acquisition purchase price, and an interest rate of 2.0%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility.

(d)

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.

(e)

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.

2013 Divestitures.   On July 11, 2013, we sold our non-operated working interest in two offshore fields located in the Gulf of Mexico; the Green Canyon 60 field and the Green Canyon 19 field.  The effective date was October 1, 2011 and we retained the deep rights in both fields.  Due to the length of time from the effective date, we paid $4.3 million to sell the properties as revenues exceeded operating expenses and the purchase price for the period between the effective date and the close date.  In connection with the sale, we reversed $15.6 million of our ARO.

On September 26, 2013, we sold our working interests in the West Delta area block 29 with an effective date of January 1, 2013.  The property is located in the Gulf of Mexico.  Including adjustments for the effective date, the net proceeds were $14.7 million, which includes a $1.7 million post-effective-date repayment that occurred during the six months ended June 30, 2014.   The transaction was structured as a like-kind exchange under the Internal Revenue Code (“IRC”) Section 1031 and other applicable regulations, with funds held by a qualified intermediary until replacement purchases are made.  Replacement purchases were made in 2013, which were within the replacement periods as defined under the IRC.  In connection with this sale, we reversed $3.9 million of ARO.