Quarterly report pursuant to Section 13 or 15(d)

SUBSIDIARY BORROWERS

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SUBSIDIARY BORROWERS
6 Months Ended
Jun. 30, 2023
SUBSIDIARY BORROWERS  
SUBSIDIARY BORROWERS

NOTE 5 — SUBSIDIARY BORROWERS

On May 19, 2021, the Subsidiary Borrowers, entered into the Subsidiary Credit Agreement providing for the Term Loan in an aggregate principal amount equal to $215.0 million. Proceeds of the Term Loan were used by the Subsidiary Borrowers to (i) fund the acquisition of the Mobile Bay Properties and the Midstream Assets from the Company and (ii) pay fees, commissions and expenses in connection with the transactions contemplated by the Subsidiary Credit Agreement and the other related loan documents, including to enter into certain swap and put derivative contracts described in more detail under Note 4 – Derivative Financial Instruments, of this Quarterly Report on Form 10-Q.

The Subsidiary Borrowers are wholly-owned subsidiaries of the Company; however, the assets of the Subsidiary Borrowers are not available to satisfy the debt or contractual obligations of any other entities, including debt securities or other contractual obligations of the Company, and the Subsidiary Borrowers do not bear any liability for the indebtedness or other contractual obligations of any other entities, and vice versa.

During the year ended December 31, 2022, the Subsidiary Borrowers paid cash distributions to W&T of $30.2 million. During the six months ended June 30, 2023, no such distributions were paid.

Consolidation and Carrying Amounts

The following table presents the amounts recorded by W&T on the Condensed Consolidated Balance Sheets related to the consolidation of the Subsidiary Borrowers and the subsidiary that owns the equity of the Subsidiary Borrowers (in thousands):

June 30, 2023

December 31, 2022

Assets:

 

  

 

  

Cash and cash equivalents

$

5,899

$

21,764

Receivables:

 

  

 

  

Oil and natural gas sales

 

18,411

 

37,344

Joint interest, net

 

(27,400)

 

(5,760)

Prepaid expenses and other assets

 

125

 

417

Oil and natural gas properties and other, net

 

289,959

 

280,649

Other assets

 

11,486

 

8,473

Liabilities:

 

  

 

  

Accounts payable

8,996

27,387

Undistributed oil and natural gas proceeds

 

3,625

 

7,930

Accrued liabilities

 

19,036

 

45,102

Current portion of long-term debt

30,074

32,119

Long-term debt, net

 

94,918

 

111,188

Asset retirement obligations

 

66,136

 

61,138

Other liabilities

 

22,020

 

47,398

The following table presents the amounts recorded by W&T in the Condensed Consolidated Statement of Operations related to the consolidation of the operations of the Subsidiary Borrowers and the subsidiary that owns the equity of the Subsidiary Borrowers (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

Total revenues

$

25,437

$

76,846

$

46,560

$

124,361

Total operating expenses

 

30,443

 

18,385

 

50,490

 

33,185

Interest expense, net

 

3,229

 

3,658

 

5,411

 

8,436

Derivative (gain) loss, net

 

(6,012)

 

35,888

 

(52,389)

 

132,046