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W&T Offshore Reports Third Quarter Net Loss of $0.02 per Share

HOUSTON, Nov. 5 /PRNewswire-FirstCall/ -- W&T Offshore, Inc. (NYSE: WTI) today provides financial and operational results for the third quarter 2009. Some of the highlights for the third quarter 2009 include:

    --  Commenced production at GC 646 "Daniel Boone", which started up on
        September 28, 2009 and is currently producing at a gross daily rate of
        approximately 6,000 barrels of oil and 5,700 thousand cubic feet of
        natural gas per day, or 6,950 barrels of oil equivalent per day.  We
        have a 60% working interest
    --  Adjusted EBITDA increased 22% sequentially to $97.5 million from $79.8
        million in the second quarter of 2009
    --  Through September 30, 2009, we have had a 73% success rate in our
        drilling program, successfully drilling eight out of eleven wells,
        including six of eight exploration wells and two of three development
        wells
    --  Production increased to 25.7 Bcfe, or a 29% increase over third quarter
        2008 and revised the mid-point of full year guidance upward
    --  Oil and natural gas liquids production increased to 1.9 MMbbls and
        represented 45% of third quarter volumes

    --  Hedged approximately 20 Bcfe of 2010 production

Tracy W. Krohn, Chairman and Chief Executive Officer, commented, "As our production volumes have grown with increasing percentages of oil and natural gas liquids, we have seen our cash flows from operations rise. With the commencement of production from our Daniel Boone project in late September, we should be able to increase our oil production and build our cash position for redeployment in new opportunities."

"Our plan is to remain disciplined in our approach as we evaluate drilling opportunities from our Gulf of Mexico prospect inventory and also continue to search for the right acquisition opportunities both offshore and onshore," added Mr. Krohn.

Revenues, Net Income/Loss and EPS: Net loss for the third quarter of 2009 was $1.3 million, or $0.02 per common share, on revenues of $167.0 million, compared to net income for the same quarter of 2008 of $78.2 million, or $1.02 per share, on revenues of $289.8 million. Net loss for the third quarter of 2009 reflects the impact of a $2.1 million unrealized derivative loss ($1.5 million after-tax). Without the effect of the unrealized derivative loss, net income for the third quarter of 2009 would have been $0.2 million, or $0.00 per share. Net income for the third quarter of 2008 included an unrealized derivative gain of $27.3 million ($18.2 million after-tax). Without the effect of the unrealized derivative gain, net income for the third quarter of 2008 would have been $60.0 million, or $0.79 per share. The net loss in the third quarter is principally due to a lower average realized price of $6.30 per thousand cubic feet equivalent ("Mcfe"), versus $14.57 per Mcfe (unhedged) during the same period in 2008, partially offset by a 29% increase in production volumes over the third quarter of 2008.

Net loss for the nine months ended September 30, 2009 was $238.0 million, or $3.17 per common share, on revenues of $434.9 million, compared to net income of $292.6 million, or $3.83 per share, on revenues of $1.1 billion for the first nine months of 2008. The nine months ended September 30, 2009 includes a $205.0 million ceiling test impairment, which was recorded in the first quarter of 2009. Without the effect of the loss on extinguishment of debt and the unrealized derivative loss, net loss for the nine month period would have been $56.7 million, or $0.75 per share. The year-over-year decreases in revenue and net income are attributable to lower oil and natural gas prices as well as a decrease in sales volumes. The sales volume decreases for oil and natural gas are primarily attributable to the deferral of production caused by Hurricanes Gustav and Ike beginning in August 2008, the sale of one of our fields in Louisiana state waters and natural reservoir declines. See "Non-GAAP Information" later in this press release.

Cash Flow from Operating Activities and Adjusted EBITDA: EBITDA and Adjusted EBITDA are non-GAAP measures and are hereinafter defined in "Non-GAAP Information" later in this press release. Net cash provided by operating activities for the three months ended September 30, 2009 decreased 91% to $45.5 million from $492.3 million for the three months ended September 30, 2008. The decrease was mainly a result of lower realized prices and changes in working capital. For the nine months ended September 30, 2009, net cash provided by operating activities decreased 91% to $91.9 million from $1.0 billion for the comparable period in 2008. The decrease was mainly a result of lower realized prices, lower production volumes and increased working capital. Third quarter 2009 Adjusted EBITDA was $97.5 million compared to $208.4 million during third quarter 2008. Adjusted EBITDA was $228.4 million for the nine months ended September 30, 2009, compared to $861.7 million for the comparable period in 2008.

Production and Prices: We sold 14.0 billion cubic feet ("Bcf") of natural gas at an average realized price of $3.08 per thousand cubic feet ("Mcf") in the third quarter of 2009. We also sold 1.9 million barrels ("MMBbls") of oil and natural gas liquids at an average realized price of $61.09 per barrel ("Bbl") during the same period. For the third quarter of 2008, we sold 10.9 Bcf of natural gas at an average realized price of $10.60 per Mcf and 1.5 MMBbls of oil and natural gas liquids at an average realized price of $116.54 per Bbl. On a natural gas equivalent ("Bcfe") basis, we sold 25.7 Bcfe at an average realized price of $6.30 per Mcfe in the third quarter of 2009 compared to 19.9 Bcfe sold at an average realized price of $14.57 per Mcfe in the third quarter of 2008. The third quarter 2008 volumes were adversely affected by Hurricanes Gustav and Ike.

For the nine months ended September 30, 2009, our natural gas production totaled 39.9 Bcf and was sold at an average realized price of $3.98 per Mcf, while our oil and natural gas liquids production totaled 5.3 MMBbls, which was sold at an average realized price of $50.82 per Bbl. On a combined basis, our production was 71.9 Bcfe sold at an average realized price of $5.98 per Mcfe. For the comparable 2008 period, we produced 45.6 Bcf of natural gas that was sold at an average realized price of $10.21 per Mcf and 6.0 MMBbls of oil and natural gas liquids production sold at an average realized price of $106.71 per Bbl. On a combined basis, our production was 81.7 Bcfe sold at an average realized price of $13.56 per Mcfe.

Lease Operating Expenses: On a nominal basis, LOE for the third quarter of 2009 increased to $53.8 million, or $2.10 per Mcfe, from $52.4 million, or $2.64 per Mcfe, in the third quarter of 2008. The increase of $1.4 million is attributable to increases in insurance costs of $3.1 million and workovers of $3.5 million, offset by a decrease in base lease operating expenses of $3.0 million and facility expenditures of $4.4 million. Also included in lease operating expenses for the third quarter of 2009 are $4.0 million of hurricane remediation costs related to Hurricanes Ike and Gustav that were either not yet approved by our insurance underwriters for reimbursement or were not covered by insurance. Included in lease operating expenses for the 2008 period are $1.8 million of hurricane remediation costs related to Hurricanes Ike and Gustav that were not covered by insurance. Lease operating expenses will be offset in future periods to the extent these costs are recovered under our insurance policies. Due to higher production volumes in the third quarter of 2009, LOE per Mcfe was lower compared to the same period of 2008. Production in the third quarter of 2008 was adversely affected by Hurricanes Ike and Gustav.

On a nominal basis, LOE for the nine months ended September 30, 2009 increased to $158.1 million, or $2.20 per Mcfe, compared to $156.6 million, or $1.92 per Mcfe for the same period in 2008. LOE for the first nine months of 2009 included $19.3 million in hurricane remediation costs versus $1.8 million in hurricane remediation costs during the same time frame in 2008. Excluding this, LOE was lower in the 2009 period by 10% due to a decrease in base lease operating expenses and lower facilities expenses. The decrease in base lease operating expenses primarily reflects modifications in operations, lower overall service and supply costs and the sale of one of our fields in Louisiana state waters in 2009.

Depreciation, depletion, amortization and accretion: DD&A decreased to $88.1 million, or $3.43 per Mcfe, in the third quarter of 2009 from $113.9 million, or $5.73 per Mcfe, in the third quarter of 2008. DD&A decreased primarily as a result of a lower depreciable base (due to impairment charges at December 31, 2008 and March 31, 2009 of $1.2 billion and $205 million, respectively) and a reduction of our asset retirement obligations, partially offset by higher production volumes. DD&A for the nine months ended September 30, 2009 was $264.2 million, or $3.68 per Mcfe, compared to DD&A of $413.2 million, or $5.06 per Mcfe, for the same period in 2008.

Liquidity and Capital Expenditures: Our cash balance at September 30, 2009 was $107.3 million and we had $262.3 million of undrawn capacity under our revolving credit facility. We just completed the semi-annual redetermination of our borrowing base, and it has been reaffirmed at $405.5 million.

For the three months ended September 30, 2009, our capital expenditures for oil and natural gas properties were $36.3 million consisting of $9.5 million for exploration activities, $22.9 million for development activities and $3.9 million for seismic, capitalized interest and other leasehold costs. Our exploration and development capital expenditures consisted of $22.9 million on the conventional shelf and other projects, $8.2 million in the deepwater and $1.3 million on the deep shelf.

For the first nine months of 2009, our capital expenditures for oil and natural gas properties were $276.0 million, including $89.7 million for exploration activities, $167.1 million for development activities and $19.2 million for seismic, capitalized interest and other leasehold costs. Our development and exploration capital expenditures consisted of $216.2 million on the conventional shelf and other projects, $39.0 million in the deepwater and $1.6 million on the deep shelf. Our capital expenditures have been funded from cash on hand and cash provided by operations.

On October 29, 2009, we closed on the sale of 36 non-core oil and natural gas fields to a third party producer, subject to the terms of the purchase and sale agreement. The sale was effective August 1, 2009. Production from these fields represented approximately 9% of our total October production.

Drilling Highlights: In the third quarter of 2009, the Company drilled one successful development well on the conventional shelf.

Commercial Wells


    Lease Name/Well                   Category          Working Interest %
    South Timbalier 316 A-6       Development/Shelf            67%

After the close of the third quarter, the Company drilled one successful exploration well in the marshlands of South Louisiana, in which we have a 50% working interest.

Outlook: Guidance for the fourth quarter and full year 2009 is shown in the table below, which represents the Company's best estimate of likely future results, and is affected by the factors described below in "Forward-Looking Statements."

Fourth Quarter and Full-Year 2009 Production and Revised Cost Guidance:



    Estimated Production                Fourth        Prior       Revised
                                        Quarter     Full-Year    Full-Year
                                         2009          2009         2009

    Crude oil (MMBbls)                 1.7 - 2.1    6.5 - 8.4     7.0 - 7.4
    Natural gas (Bcf)                 11.8 - 14.5  43.6 - 56.1   51.8 - 54.4
    Total (Bcfe)                      21.9 - 26.8  82.8 - 106.4  93.8 - 98.7

    Operating Expenses
     ($in millions,
     except as noted)
                                          Fourth      Prior      Revised
                                         Quarter   Full-Year    Full-Year
                                           2009       2009         2009

    Lease operating expenses            $45 - $56  $205 - $235  $185 - $195
    Gathering, transportation &
     production taxes                    $4 - $5    $20 - $24    $16 - $17
    General and administrative          $10 - $12   $45 - $48    $42 - $45
    Income tax rate                         0%         14%       No change

Conference Call Information: W&T will hold a conference call to discuss financial and operational results on Thursday, November 5, 2009 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time. To participate, dial (480) 629-9786 at least ten minutes before the call begins. The call will also be broadcast live over the Internet from the Company's website at www.wtoffshore.com. A replay of the conference call will be available approximately two hours after the end of the call until Thursday, November 12, 2009, and may be accessed by calling (303) 590-3030 and using the pass code 4173824.

About W&T Offshore

W&T Offshore is an independent oil and natural gas company focused primarily in the Gulf of Mexico, including exploration in the deepwater and deep shelf regions, where it has developed significant technical expertise. W&T has grown through acquisition, exploitation and exploration and held working interests in over 147 fields, at June 30, 2009, in federal and state waters and a majority of its daily production is derived from wells it operates. For more information on W&T Offshore, please visit its Web site at www.wtoffshore.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions. No assurance can be given, however, that these events will occur. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, market conditions, oil and gas price volatility, uncertainties inherent in oil and gas production operations and estimating reserves, unexpected future capital expenditures, competition, the success of our risk management activities, governmental regulations, uncertainties and other factors discussed in our Annual Report on 10-K for the year ended December 31, 2008 (www.sec.gov).


    Contacts:
    Manuel Mondragon, Vice President of Finance
    Janet Yang, Finance Manager
    investorrelations@wtoffshore.com
    713-297-8024

    Ken Dennard  / ksdennard@drg-e.com
    Lisa Elliott / lelliott@drg-e.com
    DRG&E / 713-529-6600




                      W&T OFFSHORE, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Income (Loss)
                                   (Unaudited)

                                   Three Months Ended    Nine Months Ended
                                     September 30,         September 30,
                                    --------------       ----------------
                                    2009      2008       2009        2008
                                    ----      ----       ----        ----
                                     (In thousands, except per share data)


    Revenues                      $167,042  $289,793   $434,896  $1,107,303
                                  --------  --------   --------  ----------

    Operating costs and expenses:
      Lease operating expenses      53,820    52,403    158,131     156,554
      Gathering, transportation
       costs and production taxes    4,224     6,207     11,864      22,953
      Depreciation, depletion
       and amortization             80,139   104,201    235,442     384,078
      Asset retirement
       obligation accretion          7,934     9,671     28,761      29,117
      Impairment of oil and
       natural gas properties            -         -    205,030           -
      General and administrative
       expenses                      9,758    10,657     31,925      34,294
      Derivative loss (gain)         3,845   (15,174)     4,697      20,897
                                     -----   -------      -----      ------
        Total costs and expenses   159,720   167,965    675,850     647,893
                                   -------   -------    -------     -------
        Operating income (loss)      7,322   121,828   (240,954)    459,410
    Interest expense:
      Incurred                      11,096    13,371     35,345      40,210
      Capitalized                   (1,874)   (4,605)    (5,378)    (15,040)
    Loss on extinguishment of
     debt                                -         -      2,926           -
    Other income                        39     4,140        762       9,271
                                        --     -----        ---       -----
        Income (loss) before
         income tax expense
         (benefit)                  (1,861)  117,202   (273,085)    443,511
    Income tax expense (benefit)      (539)   39,021    (35,052)    150,914
                                      ----    ------    -------     -------
        Net income (loss)          $(1,322)  $78,181  $(238,033)   $292,597
                                   =======   =======  =========    ========


    Basic and diluted earnings
     (loss) per common share (1)    $(0.02)    $1.02     $(3.17)      $3.83

    Weighted average common
     shares outstanding             74,659    75,913     75,089      75,909

    Consolidated Cash Flow
     Information
      Net cash provided by
       operating activities        $45,458  $492,297    $91,871  $1,040,259
      Capital expenditures-oil
       and natural gas properties   36,281   222,468    275,965     621,624

    Other Financial Information
      EBITDA                       $95,395  $235,700   $225,353    $872,605
      Adjusted EBITDA               97,508   208,372    228,373     861,672

    (1) Earnings per share data for the three and nine months ended September
        30, 2008 has been calculated and restated retrospectively for
        comparability to the 2009 presentation, which resulted in a decrease
        of $0.01 from the amount previously reported as basic and diluted
        earnings per common share for the three months ended September 30,
        2008 and a decrease of $0.02 from the amount previously reported as
        basic and diluted earnings per common share for the nine months ended
        September 30, 2008.



                       W&T OFFSHORE, INC. AND SUBSIDIARIES
                             Condensed Operating Data
                                   (Unaudited)

                                                Three Months  Nine Months
                                                    Ended        Ended
                                                September 30, September 30,
                                                ------------- -------------
                                                 2009   2008   2009   2008
                                                 ----   ----   ----   ----
    Net sales:
      Natural gas (MMcf)                        14,019 10,923 39,924 45,587
      Oil (MBbls)                                1,941  1,493  5,326  6,012
      Total natural gas and oil (MBoe) (1)       4,277  3,313 11,981 13,610
      Total natural gas and oil (MMcfe) (2)     25,663 19,880 71,883 81,659

    Average daily equivalent sales (MBoe/d)       46.5   36.0   43.9   49.7
    Average daily equivalent sales (MMcfe/d)     278.9  216.1  263.3  298.0

    Average realized sales prices (Unhedged):
      Natural gas ($/Mcf)                        $3.08 $10.60  $3.98 $10.21
      Oil ($/Bbl)                                61.09 116.54  50.82 106.71
      Barrel of oil equivalent ($/Boe)           37.82  87.44  35.86  81.34
      Natural gas equivalent ($/Mcfe)             6.30  14.57   5.98  13.56

    Average realized sales prices (Hedged): (3)
      Natural gas ($/Mcf)                        $3.08 $10.60  $3.98 $10.21
      Oil ($/Bbl)                                61.09 109.01  50.82 101.75
      Barrel of oil equivalent ($/Boe)           37.82  84.05  35.86  79.15
      Natural gas equivalent ($/Mcfe)             6.30  14.01   5.98  13.19

    Average per Boe ($/Boe):
      Lease operating expenses                  $12.58 $15.82 $13.20 $11.50
      Gathering and transportation costs and
       production taxes                           0.99   1.87   0.99   1.69
      Depreciation, depletion, amortization
       and accretion                             20.59  34.37  22.05  30.36
      General and administrative expenses         2.28   3.22   2.66   2.52
      Net cash provided by operating
       activities                                10.63 148.58   7.67  76.43
      Adjusted EBITDA                            22.80  62.89  19.06  63.31

    Average per Mcfe ($/Mcfe):
      Lease operating expenses                   $2.10  $2.64  $2.20  $1.92
      Gathering and transportation costs and
       production taxes                           0.16   0.31   0.17   0.28
      Depreciation, depletion, amortization
       and accretion                              3.43   5.73   3.68   5.06
      General and administrative expenses         0.38   0.54   0.44   0.42
      Net cash provided by operating
       activities                                 1.77  24.76   1.28  12.74
      Adjusted EBITDA                             3.80  10.48   3.18  10.55

    (1) One million barrels of oil equivalent (MMBoe), one thousand barrels of
        oil equivalent (Mboe) and one barrel of oil equivalent (Boe) are
        determined using the ratio of one Bbl of crude oil, condensate or
        natural gas liquids to six Mcf of natural gas (totals may not add due
        to rounding).
    (2) One billion cubic feet equivalent (Bcfe), one million cubic feet
        equivalent (MMcfe) and one thousand cubic feet equivalent (Mcfe) are
        determined using the ratio of six Mcf of natural gas to one Bbl of
        crude oil, condensate or natural gas liquids (totals may not add due
        to rounding).
    (3) Data for 2008 includes the effects of our commodity derivative
        contracts that did not qualify for hedge accounting.



                      W&T OFFSHORE, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                                  (Unaudited)

                                                   September 30, December 31,
                                                   ------------- ------------
                                                        2009        2008
                                                        ----        ----
                                                     (In thousands, except
                                                           share data)
                         Assets
    Current assets:
      Cash and cash equivalents                       $107,346    $357,552
      Receivables:
         Oil and natural gas sales                      55,454      36,550
         Joint interest and other                       54,689      83,178
         Insurance                                      43,478       2,040
         Income taxes                                   51,432      34,077
                                                        ------      ------
            Total receivables                          205,053     155,845
      Prepaid expenses and other assets                 41,632      30,417
                                                        ------      ------
        Total current assets                           354,031     543,814
      Property and equipment - at cost:
        Oil and natural gas properties and
         equipment (full cost method, of which
         $99,818 at September 30, 2009 and
         $99,139 at December 31, 2008 were
         excluded from amortization)                 4,822,128   4,684,730
        Furniture, fixtures and other                   15,019      14,370
                                                        ------      ------
          Total property and equipment               4,837,147   4,699,100
        Less accumulated depreciation, depletion
         and amortization                            3,666,506   3,217,759
                                                     ---------   ---------
          Net property and equipment                 1,170,641   1,481,341
      Restricted deposits for asset retirement
       obligations                                      24,138      24,138
      Deferred income taxes                              8,362           -
      Other assets                                       7,598       6,893
                                                         -----       -----
          Total assets                              $1,564,770  $2,056,186
                                                    ==========  ==========

          Liabilities and Shareholders' Equity
    Current liabilities:
      Current maturities of long-term debt                  $-      $3,000
      Accounts payable                                 159,084     228,899
      Undistributed oil and natural gas proceeds        29,299      29,716
      Asset retirement obligations                      98,393      67,007
      Accrued liabilities                               23,884      18,254
      Deferred income taxes                              8,430           -
                                                         -----         ---
        Total current liabilities                      319,090     346,876
    Long-term debt, less current maturities - net
     of discount                                       592,500     650,172
    Asset retirement obligations, less current
     portion                                           323,744     480,890
    Other liabilities                                    3,214       6,021
    Commitments and contingencies
    Shareholders' equity:
      Common stock, $0.00001 par value;
       118,330,000 shares authorized; 77,798,637
       issued and 76,369,151 outstanding at
       September 30, 2009;  76,291,408 issued
       and outstanding at December 31, 2008                  1           1
      Additional paid-in capital                       375,766     372,595
      Retained earnings (accumulated deficit)          (40,048)    200,274
      Treasury stock, at cost                           (9,247)          -
      Accumulated other comprehensive loss                (250)       (643)
                                                          ----        ----
        Total shareholders' equity                     326,222     572,227
                                                       -------     -------
        Total liabilities and shareholders' equity  $1,564,770  $2,056,186
                                                    ==========  ==========



                     W&T OFFSHORE, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

                                                      Nine Months Ended
                                                        September 30,
                                                       ---------------
                                                       2009       2008
                                                       ----       ----
                                                        (In thousands)

    Operating activities:
    Net income (loss)                               $(238,033)  $292,597
    Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
      Depreciation, depletion, amortization and
       accretion                                      267,303    413,195
      Impairment of oil and natural gas
       properties                                     205,030          -
      Amortization of debt issuance costs and
       discount on indebtedness                         1,503      2,032
      Loss on extinguishment of debt                    2,817          -
      Share-based compensation related to
       restricted stock issuances                       4,835      4,563
      Unrealized derivative loss (gain)                    94    (10,933)
      Deferred income taxes                              (142)    64,248
      Changes in operating assets and liabilities    (152,146)   274,052
      Other                                               610        505
                                                          ---        ---
        Net cash provided by operating activities      91,871  1,040,259
                                                       ------  ---------

    Investing activities:
    Acquisition of property interest                        -   (116,551)
    Investment in oil and natural gas properties
     and equipment                                   (275,965)  (505,073)
    Proceeds from sale of oil and natural gas
     properties and equipment                           8,368          -
    Proceeds from insurance                             5,174          -
    Purchases of furniture, fixtures and other           (649)    (3,833)
                                                         ----     ------
        Net cash used in investing activities        (263,072)  (625,457)
                                                     --------   --------

    Financing activities:
    Borrowings of long-term debt                      205,441          -
    Repayments of long-term debt                     (268,441)    (2,250)
    Dividends to shareholders                          (6,872)   (39,159)
    Repurchases of common stock                        (9,247)         -
    Other                                                 114     (2,132)
                                                          ---     ------
        Net cash used in financing activities         (79,005)   (43,541)
                                                      -------    -------
        Increase (decrease)  in cash and cash
         equivalents                                 (250,206)   371,261
    Cash and cash equivalents, beginning of
     period                                           357,552    314,050
                                                      -------    -------
    Cash and cash equivalents, end of period         $107,346   $685,311
                                                     ========   ========



                        W&T OFFSHORE, INC. AND SUBSIDIARIES
                              Non-GAAP Information

    Certain financial information included in our financial results are not
    measures of financial performance recognized by accounting principles
    generally accepted in the United States, or GAAP.  These non-GAAP
    financial measures are "Adjusted Net Income," "EBITDA," and "Adjusted
    EBITDA."  Our management uses these non-GAAP measures in its analysis of
    our performance.  These disclosures may not be viewed as a substitute for
    results determined in accordance with GAAP and are not necessarily
    comparable to non-GAAP performance measures, which may be reported by
    other companies.

                Reconciliation of Net Income to Adjusted Net Income

    "Adjusted Net Income" does not include the unrealized derivative (gain)
    loss, the impairment of oil and natural gas properties, loss on
    extinguishment of debt, and associated tax effects.  Adjusted Net Income
    is presented because the timing and amount of the derivative items cannot
    be reasonably estimated and affect the comparability of operating results
    from period to period, and current periods to prior periods.



                                   Three Months Ended  Nine Months Ended
                                     September 30,       September 30,
                                     -------------      --------------
                                     2009     2008      2009      2008
                                     ----     ----      ----      ----
                                  (In thousands, except per share amounts)
                                                (Unaudited)

    Net income (loss)              $(1,322) $78,181  $(238,033) $292,597
    Unrealized derivative loss
     (gain)                          2,113  (27,328)        94   (10,933)
    Impairment of oil and natural
     gas properties                      -        -    205,030         -
    Loss on extinguishment of
     debt                                -        -      2,926         -
    Income tax adjustment for
     above items                      (612)   9,099    (26,705)    3,720
                                      ----    -----    -------     -----
    Adjusted net income (loss)        $179  $59,952   $(56,688) $285,384
                                      ====  =======   ========  ========

    Adjusted basic and diluted
     earnings (loss) per common
     share (1)                       $0.00    $0.79     $(0.75)    $3.74
                                     =====    =====     ======     =====

    (1) Earnings per share data for the three and nine months ended September
        30, 2008 has been calculated and restated for comparability to the
        2009 presentation.



                  Reconciliation of Net Income to Adjusted EBITDA

    We define EBITDA as net income (loss) plus income tax expense (benefit),
    net interest expense, depreciation, depletion, amortization and accretion
    and impairment of oil and natural gas properties.  Adjusted EBITDA
    excludes the loss on extinguishment of debt and the unrealized gain or
    loss related to our derivative contracts.  Although not prescribed under
    generally accepted accounting principles, we believe the presentation of
    EBITDA and Adjusted EBITDA provide useful information regarding our
    ability to service debt and to fund capital expenditures and help our
    investors understand our operating performance and make it easier to
    compare our results with those of other companies that have different
    financing, capital and tax structures.  EBITDA and Adjusted EBITDA should
    not be considered in isolation from or as a substitute for net income, as
    an indication of operating performance or cash flows from operating
    activities or as a measure of liquidity.  EBITDA and Adjusted EBITDA, as
    we calculate them, may not be comparable to EBITDA and Adjusted EBITDA
    measures reported by other companies.  In addition, EBITDA and Adjusted
    EBITDA do not represent funds available for discretionary use.

    The following table presents a reconciliation of our consolidated net
    income to consolidated EBITDA and Adjusted EBITDA.


                                   Three Months Ended   Nine Months Ended
                                      September 30,       September 30,
                                     --------------      --------------
                                     2009      2008      2009      2008
                                     ----      ----      ----      ----
                                                (In thousands)
                                                 (Unaudited)

    Net income (loss)              $(1,322)  $78,181  $(238,033) $292,597
    Income tax expense (benefit)      (539)   39,021    (35,052)  150,914
    Net interest expense             9,183     4,626     29,205    15,899
    Depreciation, depletion,
     amortization and accretion     88,073   113,872    264,203   413,195
    Impairment of oil and natural
     gas properties                      -         -    205,030         -
                                       ---       ---    -------       ---
    EBITDA                          95,395   235,700    225,353   872,605

    Adjustments:
    Loss on extinguishment of debt       -         -      2,926         -
    Unrealized derivative loss
     (gain)                          2,113   (27,328)        94   (10,933)
                                     -----   -------        ---   -------
    Adjusted EBITDA                $97,508  $208,372   $228,373  $861,672
                                   =======  ========   ========  ========

SOURCE W&T Offshore, Inc.