8-K

Chord Energy Corp (CHRD)

8-K 2022-02-23 For: 2022-02-23
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________

FORM 8-K

____________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2022

____________________________________________________________________

OASIS PETROLEUM INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________________

Delaware 001-34776 80-0554627
(State or other jurisdiction of<br>incorporation or organization) (Commission<br>File Number) (I.R.S. Employer<br>Identification No.)
1001 Fannin Street, Suite 1500
--- ---
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (281) 404-9500

Not Applicable.

(Former name or former address, if changed since last report)

____________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- --- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock OAS The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.

On February 23, 2022, Oasis Petroleum Inc. (the “Company”) announced financial results for the quarter and year ended December 31, 2021. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit
99.1 Press Release, dated February 23, 2022.
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OASIS PETROLEUM INC.<br><br>(Registrant)
Date: February 23, 2022 By: /s/ Nickolas J. Lorentzatos
Nickolas J. Lorentzatos
Executive Vice President, General Counsel and Corporate Secretary

Document

Exhibit 99.1

Oasis Petroleum Inc. Announces Quarter and Year Ending December 31, 2021 Earnings

Houston, Texas — February 23, 2022 — Oasis Petroleum Inc. (NASDAQ: OAS) (“Oasis” or the “Company”) today announced financial and operating results for the quarter and year ending December 31, 2021. Fourth quarter and year end results are consistent with the update released on February 9, 2022.

4Q21 Operational and Financial Highlights:

•Produced 68.8 MBoepd in 4Q21 with oil volumes of 44.4 MBopd;

•E&P CapEx was $45.3MM in 4Q21 and $168.2MM in FY21;

•Net cash provided by operating activities was $269.4MM, net income was $225.9MM and net income from continuing operations was $188.2MM;

•Adjusted EBITDA from continuing operations(1) was $200.8MM and Adjusted Free Cash Flow(1) was $148.5MM;

•Received distribution of $19.0MM from OMP on November 29th ;

•Pro forma net debt was $67.9MM as of December 31, 2021, including $160.0MM of cash received for the OMP merger with Crestwood, which closed on February 1, 2022. No amounts were drawn under the revolving credit facility ($900MM borrowing base; $450MM of elected commitments);

•Increased base dividend 17% to $0.585/share ($2.34/share annualized) on February 9, 2022. The base dividend will be paid on March 4, 2022 to shareholders of record as of February 21, 2022;

•Completed $100MM share repurchase program.

(1) Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable financial measures under United States generally accepted accounting principles (“GAAP”).

The following table presents select operational and financial data for the fourth quarter and year end 2021. Metrics reflect the Company’s continuing operations and exclude amounts reported as discontinued operations due to the OMP merger. This presentation is consistent with the E&P-only metrics historically reported and is also consistent with disclosures in the Company’s investor presentation, which can be found on the Company’s website (www.oasispetroleum.com).

Metric FY21 Actual 4Q21 Actual 4Q21 Preliminary
Production (MBoe/d) 58.0 68.8 68.8
Production (Mbbl/d) 37.0 44.4 44.4
Differential to NYMEX WTI ($ per Bbl) $0.70 $0.24 $0.23-$0.33
Adjusted natural gas realization ($ over NYMEX)(1) $1.41 $2.45 $2.40-$2.50
LOE ($ per Boe) $9.63 $9.10 $9.05-$9.15
E&P GPT ($ per Boe)(1) $3.83 $3.40 $3.35-$3.45
Cash G&A ($MM)(1)(2) $46.2 $10.3 $10.2-$10.4
Production taxes (% of oil and adjusted gas revenues) 6.6% 6.3% 6.3%-6.4%
E&P & Other CapEx $170.5 $45.9 $45.0-$47.0
Cash Interest ($MM)(1) $19.2 $7.0 $6.9-$7.1
Cash taxes ($MM) $— $— $—

___________________

(1)Adjusted Gas Revenues, E&P GPT, Cash G&A and Cash Interest are all non-GAAP financial measures. See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable financial measures under GAAP. During 2021, for the purposes of non-GAAP disclosures and forward-looking guidance, Oasis made certain non-GAAP downward adjustments to natural gas revenues and gathering, processing and transportation (“GPT”) expenses to reflect the gathering and processing charges charged by OMP as if they were recorded as a reduction to natural gas revenues rather than GPT expenses, resulting in lower adjusted natural gas realizations and E&P GPT. Due to the sale of OMP, these non-GAAP adjustments will no longer be made going forward in 2022. These non-GAAP adjustments did not impact overall profit margins.

(2)4Q21 includes non-recurring items related to the Crestwood transaction. Adjusting for these items, Cash G&A would have been $9.3MM.

Select Operational and Financial Data

The following table presents select operational and financial data from continuing operations, unless otherwise noted, for the periods presented:

4Q21 FY21
Production data:
Crude oil (Bopd) 44,422 36,955
Natural gas (Mcfpd) 146,196 126,459
Total production (Boepd) 68,788 58,032
Percent crude oil % 64.6 % 63.7 %
Average sales prices:
Crude oil, without derivative settlements ( per Bbl) 70.12 $ 76.37 $ 67.49
Differential to NYMEX WTI ( per Bbl) 0.24 0.70
Crude oil, with derivative settlements ( per Bbl) 52.11 48.55
Crude oil derivative settlements - net cash payments (MM) 99.1 255.5
Natural gas, without derivative settlements ( per Mcf)(1) 7.93 6.28
Natural gas, with derivative settlements ( per Mcf)(1) 7.12 5.96
Natural gas derivative settlements - net cash payments (MM) 11.0 14.7
Selected financial data (MM):
Revenues:
Crude oil revenues 205.7 $ 312.1 $ 910.4
Natural gas revenues 106.7 289.9
Purchased oil and gas sales 102.6 379.0
Other services revenues 0.1 0.7
Total revenues 368.9 $ 521.5 $ 1,580.0
Net cash provided by operating activities(2) 294.4 $ 269.4 $ 914.1
Non-GAAP financial measures:
Adjusted EBITDA 116.4 $ 200.8 $ 550.7
Adjusted FCF 148.5 363.2
Select operating expenses:
Lease operating expenses 44.9 $ 57.6 $ 203.9
GPT 31.7 122.6
Purchased oil and gas expenses 104.2 380.0
Production taxes 25.9 76.8
Depreciation, depletion and amortization 42.5 126.4
Total select operating expenses 203.1 $ 261.9 $ 909.7

All values are in US Dollars.

___________________

(1)Prices include the value for natural gas and natural gas liquids.

(2)Cash provided by operating activities was not recast for discontinued operations.

The Company recorded an income tax benefit from continuing operations of $1.0MM in FY21, resulting in an annual effective tax benefit of (0.3)%.

For 4Q21 and FY21, the Company reported net income from continuing operations of $188.2MM and $189.0MM, respectively, or $8.96 and $9.15 per diluted share, respectively. Excluding certain non-cash items and their tax effect, adjusted net income attributable to Oasis from continuing operations (non-GAAP) was $89.3MM, or $4.25 per diluted share, in 4Q21 and $196.4MM, or $9.52 per diluted share, in FY21.

Capital Expenditures

The following table presents the Company’s total capital expenditures (“CapEx”) by category for the periods presented:

2Q21 3Q21 4Q21 FY21
CapEx (MM):
E&P 28.6 $ 52.4 $ 41.9 $ 45.3 $ 168.2
Other(1) 0.6 0.7 0.6 2.3
Total E&P and other 53.0 42.6 45.9 170.5
Acquisitions 74.5 511.5 586.0
Total CapEx from continuing operations 127.5 42.6 557.4 756.5
Discontinued operations(2) 13.4 16.1 19.3 49.1
Total CapEx 29.3 $ 140.9 $ 58.7 $ 576.7 $ 805.6

All values are in US Dollars.

___________________

(1)Includes capitalized interest of $0.5MM for 4Q21 and $2.1MM for FY21.

(2)Represents capital expenditures attributable to the Company’s midstream assets that were classified as discontinued operations.

Balance Sheet and Liquidity

The following table presents key balance sheet statistics and liquidity metrics from continuing operations as of December 31, 2021 (in millions):

December 31, 2021
Revolving credit facility(1) $ 450.0
Revolver borrowings $
Senior notes 400.0
Total debt $ 400.0
Cash and cash equivalents $ 172.1
Letters of credit 2.4
Liquidity $ 619.7

___________________

(1)$900MM borrowing base and $450MM of elected commitments.

Contact:

Oasis Petroleum Inc. Danny Brown, Chief Executive Officer Michael H. Lou, Chief Financial Officer and Executive Vice President Bob Bakanauskas, Director, Investor Relations (281) 404-9600 ir@oasispetroleum.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company's drilling program, production, derivative instruments, capital expenditure levels and other guidance included in this press release, as well as the impact of the novel coronavirus 2019 ("COVID-19") pandemic on the Company's operations. These statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized, the ability to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction, the ability of Crestwood to successfully integrate OMP's operations and employees and realize anticipated synergies and cost savings, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, changes in crude oil and natural gas prices, developments in the global economy, particularly the public health crisis related to the COVID-19 pandemic and the adverse impact thereof on demand for crude oil and natural gas, the outcome of government policies and actions, including actions taken to address the COVID-19 pandemic and to maintain the functioning of national and global economies and markets, the impact of Company actions to protect the health and safety of employees, vendors, customers, and communities, weather and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, the ability to realize the anticipated benefits from the Williston Basin acquisition and Permian Basin divestitures, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as the Company's ability to access them, the proximity to and capacity of transportation facilities, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the Company's business and other important factors that could cause actual results to differ materially from those projected as described in the Company's reports filed with the U.S. Securities and Exchange Commission. Additionally, the unprecedented nature of the COVID-19 pandemic and the related decline of the oil and gas exploration and production industry may make it particularly difficult to identify risks or predict the degree to which identified risks will impact the Company's business and financial condition. Because considerable uncertainty exists with respect to the future pace and extent of a global economic recovery from the effects of the COVID-19 pandemic, the Company cannot predict whether or when crude oil production and economic activities will return to normalized levels.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

About Oasis Petroleum Inc.

Oasis Petroleum Inc. is an independent exploration and production company with quality and sustainable long-lived assets in the Williston Basin. The Company is uniquely positioned with a best-in-class balance sheet and is focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop its unconventional onshore oil-rich resources in the continental United States. For more information, please visit the Company's website at www.oasispetroleum.com.

Oasis Petroleum Inc.

Consolidated Balance Sheets (Unaudited)

December 31,
2021 2020
(In thousands, except share data)
ASSETS
Current assets
Cash and cash equivalents $ 172,114 $ 10,709
Restricted cash 4,370
Accounts receivable, net 377,202 202,240
Inventory 28,956 21,624
Prepaid expenses 6,016 5,815
Derivative instruments 467
Other current assets 1,836 78
Current assets held for sale 1,029,318 26,314
Total current assets 1,615,442 271,617
Property, plant and equipment
Oil and gas properties (successful efforts method) 1,395,837 810,604
Other property and equipment 48,981 51,505
Less: accumulated depreciation, depletion and amortization (124,386) (14,284)
Total property, plant and equipment, net 1,320,432 847,825
Derivative instruments 44,865
Long-term inventory 17,510 14,522
Operating right-of-use assets 15,782 4,440
Other assets 12,756 18,329
Non-current assets held for sale 1,002,304
Total assets $ 3,026,787 $ 2,159,037
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 2,136 $ 2,562
Revenues and production taxes payable 270,306 144,865
Accrued liabilities 150,674 108,142
Accrued interest payable 2,150 620
Derivative instruments 89,447 56,944
Advances from joint interest partners 1,892 2,723
Current operating lease liabilities 7,893 1,662
Other current liabilities 1,046 1,604
Current liabilities held for sale 699,653 22,109
Total current liabilities 1,225,197 341,231
Long-term debt 392,524 260,000
Deferred income taxes 7 984
Asset retirement obligations 57,604 45,532
Derivative instruments 115,282 37,614
Operating lease liabilities 6,724 1,629
Other liabilities 7,876 3,557
Non-current liabilities held for sale 455,751
Total liabilities 1,805,214 1,146,298
Commitments and contingencies
Stockholders’ equity
Common stock, $0.01 par value: 60,000,000 shares authorized; 20,147,199 shares issued and 19,276,181 shares outstanding at December 31, 2021 and 20,093,017 shares issued and 20,093,017 shares outstanding at December 31, 2020 200 200
Treasury stock, at cost: 871,018 shares at December 31, 2021 and no shares at December 31, 2020 (100,000)
Additional paid-in capital 863,010 965,654
Retained earnings (accumulated deficit) 269,690 (49,912)
Oasis share of stockholders’ equity 1,032,900 915,942
Non-controlling interests 188,673 96,797
Total stockholders’ equity 1,221,573 1,012,739
Total liabilities and stockholders’ equity $ 3,026,787 $ 2,159,037

Oasis Petroleum Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share data)

Successor Predecessor
Three Months Ended
December 31, 2021 September 30, 2021 Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020
Revenues
Oil and gas revenues $ 418,799 $ 281,473 $ 1,200,256 $ 86,145 $ 601,510
Purchased oil and gas sales 102,633 87,382 378,983 20,633 237,111
Other services revenues 145 121 687 215 6,836
Total revenues 521,577 368,976 1,579,926 106,993 845,457
Operating expenses
Lease operating expenses 57,560 44,889 203,933 22,517 160,406
Other services expenses 26 47 6,658
Gathering, processing and transportation expenses 31,694 30,028 122,614 13,198 117,884
Purchased oil and gas expenses 104,183 85,828 379,972 20,278 229,056
Production taxes 25,902 18,445 76,835 5,938 45,439
Depreciation, depletion and amortization 42,459 23,975 126,436 13,789 271,002
Exploration expenses 823 263 2,760 2,748
Rig termination 1,279
Impairment 3 4,825,530
General and administrative expenses 19,188 20,088 80,688 14,803 144,700
Litigation settlement 22,750
Total operating expenses 281,809 223,542 993,288 90,523 5,827,452
Gain (loss) on sale of properties (5,667) 5,405 222,806 11 10,396
Operating income (loss) 234,101 150,839 809,444 16,481 (4,971,599)
Other income (expense)
Net gain (loss) on derivative instruments (39,298) (101,790) (589,641) (84,615) 233,565
Interest expense, net of capitalized interest (7,361) (7,156) (30,806) (2,020) (141,836)
Gain on extinguishment of debt 83,867
Reorganization items, net 665,916
Other income (expense) (215) (139) (1,010) (401) 1,271
Total other income (expense), net (46,874) (109,085) (621,457) (87,036) 842,783
Income (loss) from continuing operations before income taxes 187,227 41,754 187,987 (70,555) (4,128,816)
Income tax benefit 973 973 3,447 262,962
Net income (loss) from continuing operations 188,200 41,754 188,960 (67,108) (3,865,854)
Income from discontinued operations attributable to Oasis, net of income tax 29,682 30,196 130,642 17,196 225,526
Net income (loss) attributable to Oasis $ 217,882 $ 71,950 $ 319,602 $ (49,912) $ (3,640,328)
Earnings (loss) attributable to Oasis per share:
Basic from continuing operations $ 9.67 $ 2.11 $ 9.55 $ (3.36) $ (12.17)
--- --- --- --- --- --- --- --- --- --- ---
Basic from discontinued operations 1.53 1.52 6.60 0.86 0.71
Basic total $ 11.20 $ 3.63 $ 16.15 $ (2.50) $ (11.46)
Diluted from continuing operations $ 8.96 $ 2.01 $ 9.15 $ (3.36) $ (12.17)
Diluted from discontinued operations 1.41 1.45 6.33 0.86 0.71
Diluted total $ 10.37 $ 3.46 $ 15.48 $ (2.50) $ (11.46)
Weighted average shares outstanding:
Basic 19,457 19,812 19,792 19,991 317,644
Diluted 21,007 20,786 20,648 19,991 317,644

Oasis Petroleum Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Successor Predecessor
Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020
Cash flows from operating activities:
Net income (loss) including non-controlling interests $ 355,298 $ (45,962) $ (3,724,611)
Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities:
Depreciation, depletion and amortization 158,304 16,094 291,115
Gain on extinguishment of debt (83,867)
Gain on sale of properties (222,806) (11) (10,396)
Impairment 5 4,937,143
Deferred income taxes (977) (3,447) (262,926)
Derivative instruments 589,641 84,615 (233,565)
Equity-based compensation expenses 15,476 270 31,315
Non-cash reorganization items, net (809,036)
Deferred financing costs amortization and other 12,992 6,824 41,811
Working capital and other changes:
Change in accounts receivable, net (184,605) 68,322 96,436
Change in inventory 2,168 1,902 (4,005)
Change in prepaid expenses 5,605 (2,976) 1,674
Change in accounts payable, interest payable and accrued liabilities 184,517 (24,573) (62,694)
Change in other assets and liabilities, net (1,482) (5,803) (5,458)
Net cash provided by operating activities 914,136 95,255 202,936
Cash flows from investing activities:
Capital expenditures (212,820) (9,805) (332,007)
Acquisitions (590,097)
Proceeds from sale of properties 376,081 15,188
Costs related to sale of properties (2,926)
Derivative settlements (270,118) (76) 224,416
Derivative modifications (220,889)
Net cash used in investing activities (920,769) (9,881) (92,403)
Cash flows from financing activities:
Proceeds from revolving credit facilities 399,500 29,000 686,189
Principal payments on revolving credit facilities (906,500) (114,500) (686,189)
Repurchase of senior unsecured notes (68,060)
Proceeds from issuance of senior unsecured notes 850,000
Deferred financing costs (22,251) (7,260)
Debtor-in-possession credit facility fees (5,853)
Proceeds from issuance of OMP common units, net of offering costs 86,467
Common control transaction costs (5,675)
Purchases of treasury stock (100,000) (2,756)
Dividends paid (111,905)
Distributions to non-controlling interests (28,720) (24,080)
Payments on finance lease liabilities (1,161) (202) (1,989)
Proceeds from warrants exercised 1,435
Net cash provided by (used in) financing activities 161,190 (85,702) (109,998)
Increase (decrease) in cash, cash equivalents and restricted cash 154,557 (328) 535
Cash, cash equivalents and restricted cash:
Beginning of period 20,226 20,554 20,019
End of period $ 174,783 $ 20,226 $ 20,554

Non-GAAP Financial Measures

Adjusted Gas Revenues

The Company defines Adjusted Gas Revenues as natural gas revenues less benefits from intercompany midstream services related to natural gas gathering and processing services. Adjusted Gas Revenues is not a measure of natural gas revenues as determined by GAAP. Management believes that the presentation of Adjusted Gas Revenues provides useful additional information to investors and analysts to evaluate the natural gas revenues derived from the Company’s E&P business. This non-GAAP measure is intended to provide investors and analysts an indication of the natural gas revenues the Company would receive if fees charged from midstream service providers were recorded as a reduction to natural gas revenues rather than as GPT expenses.

The following table presents a reconciliation of the GAAP financial measure of natural gas revenues to the non-GAAP financial measure of Adjusted Gas Revenues for the periods presented (in thousands):

Successor Predecessor
Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020
Natural gas revenues $ 106,696 $ 75,742 $ 289,875 $ 17,070 $ 78,698
Intercompany impacts from midstream segment (10,200) (11,773) (43,069) (3,440) (30,824)
Adjusted Gas Revenues $ 96,496 $ 63,969 $ 246,806 $ 13,630 $ 47,874

Cash GPT and E&P GPT

The Company defines Cash GPT as total GPT expenses less non-cash valuation charges on pipeline imbalances. The Company defines E&P GPT as Cash GPT less benefits from intercompany midstream services related to natural gas gathering and processing services. Cash GPT and E&P GPT are not measures of GPT expenses as determined by GAAP. Management believes that the presentation of Cash GPT and E&P GPT provide useful additional information to investors and analysts to assess the cash costs incurred to market and transport the Company’s commodities from the wellhead to delivery points for sale without regard to the change in value of its pipeline imbalances, which vary monthly based on commodity prices, and with the fees charged from midstream service providers presented as if they were recorded as a reduction to natural gas revenues rather than as GPT expenses.

The following table presents a reconciliation of the GAAP financial measure of GPT expenses to the non-GAAP financial measures of Cash GPT and E&P GPT for the periods presented (in thousands):

Successor Predecessor
Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020
GPT $ 31,694 $ 30,028 $ 122,614 $ 13,198 $ 117,884
Pipeline imbalances 15 547 1,670 189 (1,346)
Cash GPT $ 31,709 $ 30,575 $ 124,284 $ 13,387 $ 116,538
Intercompany impacts from midstream segment (10,200) (11,773) (43,069) (3,440) (30,824)
E&P GPT $ 21,509 $ 18,802 $ 81,215 $ 9,947 $ 85,714

Cash G&A

The Company defines Cash G&A as total G&A expenses less G&A expenses from discontinued operations, non-cash equity-based compensation expenses, G&A expenses attributable to shared service allocations and other non-cash charges. Cash G&A is not a measure of G&A expenses as determined by GAAP. Management believes that the presentation of Cash G&A provides useful additional information to investors and analysts to assess the Company’s operating costs in comparison to peers without regard to the aforementioned charges, which can vary substantially from company to company.

The following table presents a reconciliation of the GAAP financial measure of G&A expenses to the non-GAAP financial measure of Cash G&A for the periods presented (in thousands):

Successor Predecessor
Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020
General and administrative expenses $ 24,420 $ 19,514 $ 84,881 $ 14,224 $ 145,294
Less: general and administrative expenses from discontinued operations(1) 5,232 (574) 4,193 (579) 594
General and administrative expenses from continuing operations 19,188 20,088 80,688 14,803 144,700
Equity-based compensation expenses (4,145) (4,144) (14,663) (29,794)
G&A expenses attributable to shared services (5,026) (4,387) (19,443) (2,569) (18,881)
Other non-cash adjustments 305 (1,025) (371)
Cash G&A $ 10,322 $ 10,532 $ 46,211 $ 12,234 $ 96,025

__________________

(1)Includes discontinued intercompany eliminations.

Cash Interest

The Company defines Cash Interest as interest expense less interest expense from discontinued operations plus capitalized interest less amortization and write-offs of deferred financing costs and debt discounts. Cash Interest is not a measure of interest expense as determined by GAAP. Management believes that the presentation of Cash Interest provides useful additional information to investors and analysts for assessing the interest charges incurred on the Company’s debt to finance its E&P activities, excluding non-cash amortization, and its ability to maintain compliance with its debt covenants.

The following table presents a reconciliation of the GAAP financial measure of interest expense to the non-GAAP financial measure of Cash Interest for the periods presented (in thousands):

Successor Predecessor
Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Year Ended December 31, 2021(1) Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020(2)
Interest expense $ 18,331 $ 18,153 $ 67,751 $ 3,168 $ 181,484
Less: Interest expense from discontinued operations 10,970 10,997 36,945 1,148 39,648
Interest expense from continuing operations 7,361 7,156 30,806 2,020 141,836
Capitalized interest 537 578 2,077 128 6,106
Amortization of deferred financing costs (934) (825) (13,727) (152) (6,865)
Amortization of debt discount (8,317)
Cash Interest $ 6,964 $ 6,909 $ 19,156 $ 1,996 $ 132,760

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(1)Interest expense and interest expense from continuing operations include fees incurred for a bridge loan facility of $7.8MM.

(2)Interest expense, interest expense from continuing operations and Cash Interest include a specified default interest charge of $30.3MM related to the Company’s revolving credit facility. In addition, interest expense and interest expense from discontinued operations include a specified default interest charge related to OMP’s revolving credit facility of $28.0MM. These specified default interest charges were waived upon the Company’s emergence from bankruptcy on November 19, 2020.

Adjusted EBITDA and Adjusted Free Cash Flow

The Company defines Adjusted EBITDA as earnings (loss) before interest expense, income taxes, DD&A, exploration expenses and other similar non-cash or non-recurring charges. The Company defines Adjusted EBITDA from continuing operations as Adjusted EBITDA less Adjusted EBITDA from discontinued operations, plus distributions from OMP. The Company defines Adjusted Free Cash Flow as Adjusted EBITDA from continuing operations less Cash Interest and E&P and other capital expenditures (excluding capitalized interest and acquisition capital).

Adjusted EBITDA and Adjusted Free Cash Flow are not measures of net income (loss) or cash flows as determined by GAAP. Management believes that the presentation of Adjusted EBITDA and Adjusted Free Cash Flow provides useful additional information to investors and analysts for assessing the Company’s results of operations, financial performance, its ability to generate cash from business operations without regard to its financing methods or capital structure and the Company’s ability to maintain compliance with its debt covenants.

The following table presents reconciliations of the GAAP financial measures of net income (loss) including non-controlling interests and net cash provided by operating activities to the non-GAAP financial measures of Adjusted EBITDA and Adjusted Free Cash Flow for the periods presented (in thousands):

Successor Predecessor
Three Months Ended
December 31, 2021 September 30, 2021 Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020
Net income (loss) including non-controlling interests $ 225,923 $ 83,332 $ 355,298 $ (45,962) $ (3,724,611)
(Gain) loss on sale of properties 5,667 (5,405) (222,806) (11) (10,396)
Gain on extinguishment of debt (83,867)
Net (gain) loss on derivative instruments 39,298 101,790 589,641 84,615 (233,565)
Derivative settlements (110,100) (81,443) (270,118) (76) 224,416
Interest expense, net of capitalized interest 18,331 18,153 67,751 3,168 181,484
Depreciation, depletion and amortization 45,723 33,623 158,304 16,094 291,115
Impairment 5 4,937,143
Rig termination 1,279
Exploration expenses 823 263 2,760 2,748
Equity-based compensation expenses 4,288 4,287 15,476 270 31,315
Litigation settlement 22,750
Reorganization items, net (786,831)
Income tax benefit (956) (956) (3,447) (262,962)
Other non-cash adjustments (42) 816 123 468 2,324
Adjusted EBITDA 228,955 155,416 695,478 55,119 592,342
Adjusted EBITDA from discontinued operations (47,092) (57,980) (216,540) (22,309) (173,457)
Cash distributions from OMP and DevCo Interests 18,954 18,954 71,781 7,734 123,057
Adjusted EBITDA from continuing operations 200,817 116,390 550,719 40,544 541,942
Cash Interest (6,964) (6,909) (19,156) (1,996) (132,760)
E&P and other capital expenditures (45,891) (42,551) (170,466) (15,018) (201,075)
--- --- --- --- --- --- --- --- --- --- ---
Midstream capital expenditures attributable to DevCo Interests (1,173) (6,147)
Capitalized interest 537 578 2,077 128 6,106
Adjusted Free Cash Flow $ 148,499 $ 67,508 $ 363,174 $ 22,485 $ 208,066
Net cash provided by operating activities $ 269,390 $ 294,383 $ 914,136 $ 95,255 $ 202,936
Derivative settlements (110,100) (81,443) (270,118) (76) 224,416
Interest expense, net of capitalized interest 18,331 18,153 67,751 3,168 181,484
Rig termination 1,279
Exploration expenses 823 263 2,760 2,748
Deferred financing costs amortization and other 5,818 (2,523) (12,991) (6,824) (41,811)
Current tax (benefit) expense 21 21 (36)
Changes in working capital 44,714 (74,233) (6,204) (36,872) (25,953)
Litigation settlement 22,750
Cash paid for reorganization items 22,205
Other non-cash adjustments (42) 816 123 468 2,324
Adjusted EBITDA 228,955 155,416 695,478 55,119 592,342
Adjusted EBITDA from discontinued operations (47,092) (57,980) (216,540) (22,309) (173,457)
Cash distributions from OMP and DevCo Interests 18,954 18,954 71,781 7,734 123,057
Adjusted EBITDA from continuing operations 200,817 116,390 550,719 40,544 541,942
Cash Interest (6,964) (6,909) (19,156) (1,996) (132,760)
E&P and other capital expenditures (45,891) (42,551) (170,466) (15,018) (201,075)
Midstream capital expenditures attributable to DevCo Interests (1,173) (6,147)
Capitalized interest 537 578 2,077 128 6,106
Adjusted Free Cash Flow $ 148,499 $ 67,508 $ 363,174 $ 22,485 $ 208,066

Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share Reconciliations

Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share are supplemental non-GAAP financial measures that are used by management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted Net Income (Loss) Attributable to Oasis as net income (loss) after adjusting for (1) the impact of certain non-cash items, including non-cash changes in the fair value of derivative instruments, impairment, and other similar non-cash charges, or non-recurring items, (2) the impact of net income (loss) attributable to non-controlling interests, and (3) the non-cash and non-recurring items’ impact on taxes based on the Company’s effective tax rate applicable to those adjusting items in the same period. Adjusted Net Income (Loss) Attributable to Oasis is not a measure of net income (loss) as determined by GAAP. The Company defines Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share as Adjusted Net Income (Loss) Attributable to Oasis divided by diluted weighted average shares outstanding.

The following table presents reconciliations of the GAAP financial measure of net income (loss) attributable to Oasis to the non-GAAP financial measure of Adjusted Net Income (Loss) Attributable to Oasis and the GAAP financial measure of diluted earnings (loss) attributable to Oasis per share to the non-GAAP financial measure of Adjusted Diluted Earnings Attributable to Oasis Per Share for the periods presented (in thousands, except per share data):

Successor Predecessor
Three Months Ended
December 31, 2021 September 30, 2021 Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020(1)
Net income (loss) attributable to Oasis $ 217,882 $ 71,950 $ 319,602 $ (49,912) $ (3,640,328)
(Gain) loss on sale of properties 5,667 (5,405) (222,806) (11) (10,396)
Gain on extinguishment of debt (83,867)
Net (gain) loss on derivative instruments 39,298 101,790 589,641 84,615 (233,565)
Derivative settlements (110,100) (81,443) (270,118) (76) 224,416
Impairment(1) 5 4,910,477
Additional interest charges(2) 49,206
Amortization of deferred financing costs(3) 1,240 1,072 15,339 277 7,476
Amortization of debt discount 8,317
Non-cash reorganization items, net (799,942)
Litigation settlement 22,750
Other non-cash adjustments (42) 816 122 468 2,324
Tax impact(4) 14,369 (4,177) (24,565) (20,167) (968,987)
Other tax adjustments(5) (48,985) (18,857) (78,569) 9,168 638,729
Adjusted net income attributable to Oasis 119,329 65,746 328,651 24,362 126,610
Less: Adjusted net income attributable to Oasis from discontinued operations 29,987 30,447 132,235 17,205 130,468
Adjusted net income attributable to Oasis from continuing operations $ 89,342 $ 35,299 $ 196,416 $ 7,157 $ (3,858)
Diluted earnings (loss) attributable to Oasis per share $ 10.37 $ 3.46 $ 15.48 $ (2.50) $ (11.46)
(Gain) loss on sale of properties 0.27 (0.26) (10.79) (0.03)
Gain on extinguishment of debt (0.26)
Net (gain) loss on derivative instruments 1.87 4.90 28.56 4.23 (0.73)
Derivative settlements (5.24) (3.92) (13.08) 0.71
Impairment(1) 15.43
Additional interest charges(2) 0.15
Amortization of deferred financing costs(3) 0.06 0.05 0.74 0.01 0.02
Amortization of debt discount 0.03
Non-cash reorganization items, net (2.51)
Litigation settlement 0.07
Other non-cash adjustments 0.04 0.01 0.02 0.01
Tax impact(4) 0.68 (0.20) (1.19) (1.00) (3.06)
Other tax adjustments(5) (2.33) (0.91) (3.81) 0.46 2.01
Impact of diluted shares(6) 0.02
Adjusted Diluted Earnings Attributable to Oasis Per Share 5.68 3.16 15.92 1.22 0.40
Less: Adjusted Diluted Earnings From Discontinued Operations Attributable to Oasis Per Share 1.43 1.46 6.40 0.86 0.41
Adjusted Diluted Earnings From Continuing Operations Attributable to Oasis Per Share $ 4.25 $ 1.70 $ 9.52 $ 0.36 $ (0.01)
Diluted weighted average shares outstanding(6) 21,007 20,786 20,648 19,991 318,253
Effective tax rate applicable to adjustment items(4) 22.5 % 24.8 % 21.9 % 23.7 % 23.7 %

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(1)OMP impairment expense attributable to non-controlling interests of $26.7MM is excluded from impairment expense in the table above for the period from January 1, 2020 through November 19, 2020 (Predecessor).

(2)For the period from January 1, 2020 through November 19, 2020 (Predecessor), the Company incurred specified default interest charges of $30.3MM related to the Company’s revolving credit facility and $28.0MM related to OMP’s revolving credit facility. These specified default interest charges were waived upon the Company’s emergence from bankruptcy in November 2020.

(3)Excludes amortization of deferred financing costs attributable to non-controlling interests of $0.2MM and $0.7MM for the three months and year ended December 31, 2021 (Successor), respectively, $0.1MM for the three months ended September 30, 2021 (Successor) and $0.4MM for the period from January 1, 2020 through November 19, 2020 (Predecessor). The portion related to the period from November 20, 2020 through December 31, 2020 (Successor) was not material.

(4)The tax impact is computed utilizing the Company’s effective tax rate applicable to the adjustments for certain non-cash and non-recurring items.

(5)Other tax adjustments relate to the deferred tax asset valuation allowance, which is adjusted to reflect the tax impact of the other adjustments using an assumed effective tax rate that excludes its impact.

(6)For the period from January 1, 2020 through November 19, 2020 (Predecessor), the Company included the dilutive effect of unvested stock awards of 609,000 in computing Adjusted Diluted Earnings Attributable to Oasis Per Share, which were excluded from the GAAP calculation of diluted loss attributable to Oasis per share due to the anti-dilutive effect.

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