Cash consideration:

Evaluated properties including equipment

$

52,102

Unevaluated properties

2,660

Sub-total cash consideration

54,762

Non-cash consideration:

Asset retirement obligations - current

782

Asset retirement obligations - non-current

10,543

Sub-total non-cash consideration

11,325

Total consideration

$

66,087

(unaudited)

Three Months Ended

March 31, 2014

Revenues (a)

$

13,859

Direct operating expenses (a)

2,612

DD&A (b)

4,989

G&A (c)

200

Interest expense (d)

246

Capitalized interest (e)

(14

)

Income tax expense (f)

2,039

(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 $54.8 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.