EX-99.1 2 q22022earningsrelease.htm EX-99.1 Document

Exhibit 99.1
Chord Energy Announces Updated Return of Capital Plan, Including Increasing Base Dividend by 114%, Issues an Updated Outlook and Reports Second Quarter 2022 Earnings
Houston, Texas — August 3, 2022 — Chord Energy Corporation (NASDAQ: CHRD) (“Chord”, “Chord Energy” or the “Company”) today announced its updated return of capital plan, provided an updated outlook for the business and reported financial and operating results for the quarter ending June 30, 2022. The Company completed the merger of equals transaction between Oasis Petroleum Inc. (“Oasis”) and Whiting Petroleum Corporation (“Whiting”) on July 1, 2022 and began trading under the ticker “CHRD” on July 5, 2022.
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“The second quarter was marked by strong operating performance and culminated in the establishment of Chord Energy,” said Danny Brown, Chord Energy’s President and Chief Executive Officer. “Additionally, we are announcing a new return of capital program which includes an approximate 114% increase to the base dividend and a $300MM share repurchase program. Given our high-quality assets with low breakeven pricing and very strong financial position, Chord Energy is able to return significant amounts of capital to shareholders. The new return of capital program is highly competitive and represents our commitment to operating efficiently, maximizing returns and valuing the return of capital to shareholders.”
“Chord Energy is making significant progress on integration and remains excited about its future. I’d like to thank our employees for their hard work and dedication through the closing of the merger and also for driving strong operating and safety performance. With enhanced scale and a low cost of supply, Chord Energy is well positioned to deliver strong value to our shareholders while operating in a sustainable manner and remains a compelling investment opportunity.”
Return of Capital Plan
Chord Energy introduced a return of capital plan designed to provide peer-leading, sustainable shareholder returns. The plan calls for returning capital to investors based on free cash flow (“FCF”) generated during the quarter and leverage under the following framework (see “Additional Return of Capital Plan Details” below for additional information):
Below 0.5x leverage:
75%+ of FCF
Below 1.0x leverage:
50%+ of FCF
>1.0x leverage:
Base dividend
Capital will be returned through base dividends, variable dividends and share repurchases. Chord is increasing its base dividend to $1.25 per share per quarter ($5.00 per share annualized), representing an approximate 114% increase from the prior base dividend of $0.585 per share per quarter. The new base dividend represents an annualized yield of approximately 3.9%. The 2Q22 base dividend will be payable on August 30, 2022 to shareholders of record as of August 16, 2022.
In July 2022, Chord repurchased $125MM of common stock at a weighted average price of $106.25 per share. As of July 31, 2022, the Company had 41,454,152 shares of common stock outstanding. In August, the Board of Directors authorized a new $300MM share repurchase program. Separately, the Company returned $540MM in cash to shareholders in July under the terms of the merger agreement. In November, Chord expects to announce its 3Q22 base dividend and variable dividend. The variable dividend will be calculated using the framework noted above to calculate the percentage of FCF to be returned less share repurchases completed during the quarter and the base dividend.
In addition to the share repurchases and dividends, the Company paid a significant portion of the transaction costs related to the merger in July 2022. As of July 31, 2022, Chord had approximately $95.7MM of cash, no outstanding credit facility borrowings, $3.1MM of outstanding letters of credit and $400MM of senior unsecured notes outstanding. The Company has a strong balance sheet and substantial liquidity afforded under its $2.0B credit facility, which has $800MM of elected commitments.
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Updated Outlook
The following table presents select operational and financial guidance for 3Q22 and FY22 (pro forma for combined Company results including 1H22).
Metric3Q22FY22
Oil Volumes (Mbbl/d)94.2 - 97.295.7 - 97.5
Total Volumes (Mboe/d)(1)
162.5 - 167.5166.6 - 169.3
Oil Premium to WTI ($/Bbl)$1.00 - $3.00$0.00 - $1.20
Gas and NGL Revenue ($/Boe)$28.00 - $32.00$29.00 - $33.00
LOE ($/Boe)
$9.35 - $10.15$9.00 - $9.80
Cash GPT ($/Boe)
$2.25 - $3.05$2.25 - $3.05
Cash G&A ($MM)(2)
$22.5 - $25.5$89.5 - $93.5
Production Taxes7.7% - 8.1%7.4% - 7.8%
E&P & Other CapEx ($MM)$265 - $295$730 - $760
Cash Interest ($MM)$9.0 - $10.5$36.5 - $39.5
___________________
(1)Legacy Oasis standalone volumes have been adjusted to include current three stream reporting uplift assumption of 18%. Chord will report three stream production beginning in 3Q22.
(2)Excludes merger related costs.

Cash taxes as a percentage of 2H22 Adjusted EBITDA are expected to range between 1% at $80 WTI and 3.6% at $100 WTI, generally trending upward in a linear fashion as oil price increases, and are expected to be paid in 4Q22.
2Q22 Operational and Financial Update
The following table presents select 2Q22 operational and financial data compared to preliminary ranges announced on July 1, 2022.
MetricOAS StandaloneWLL StandaloneChord CombinedPreliminary Ranges - Chord Combined (7/1 Release)
Oil Volumes (Mbbl/d)41.248.890.088.6 - 90.4
Total Volumes (Mboe/d)(1)
75.683.0158.6156.4 - 158.8
Oil Premium to WTI ($/Bbl)$2.82$0.03$1.31$1.20 - $1.95
Gas and NGL Revenue ($/Boe)$38.20$31.83$35.02$35.50 - $37.00
LOE ($/Boe)
$9.84$10.26$10.06$9.85 - $10.10
Cash GPT ($/Boe)(2)
$4.74$1.05$2.81$2.30 - $3.30
Cash G&A ($MM)(2)(3)
$14.2$9.4$23.6$21.0 - $24.0
Production Taxes7.4%7.3%7.4%7.1% - 7.4%
E&P & Other CapEx ($MM)(4)
$46.0$126.7$172.7$165 - $188
Cash Interest ($MM)(2)
$7.0$2.6$9.6$8.9 - $10.6
Cash taxes paid ($MM)
$—$1.0$1.0$0.0 - $2.0
___________________
(1)Legacy Oasis standalone volumes have been adjusted to include current three stream reporting uplift assumption of 18%. Chord will report three stream production beginning in 3Q22.
(2)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”).
(3)2Q22 reported amounts exclude merger related costs of $5.8MM for legacy Oasis and $3.2MM for legacy Whiting, consistent with the preliminary range.
(4)Excludes capitalized interest of $0.9MM.


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The following results for the three months ended June 30, 2022 discussed below represent legacy Oasis and exclude amounts related to legacy Whiting, unless otherwise specified.
Net cash provided by operating activities was $396.4MM and net income from continuing operations was $130.8MM ($6.23/ diluted share). Adjusted EBITDA from continuing operations was $255.9MM, Adjusted Free Cash Flow was $202.9MM and Adjusted Net Income was $153.5MM ($7.30/diluted share). Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Net Income are non-GAAP financial measures. See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable financial measures under GAAP.
Legacy Oasis completed and placed on production 7 gross (5.3 net) operated wells in 2Q22. On a combined basis, Chord completed and placed on production 16 gross (12.0 net) operated wells in 2Q22.



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Select Operational and Financial Data - Legacy Oasis
The following table presents select operational and financial data of legacy Oasis for the periods presented:
 2Q221Q222Q21
Production data:
Crude oil (Bopd)41,174 44,975 34,668 
Natural gas (Mcfpd)137,431 147,783 117,617 
Total production (Boepd)64,079 69,606 54,271 
Total production(1) (Boepd)
75,613 82,135 64,040 
Percent crude oil54.5 %54.8 %54.1 %
Average sales prices:
Crude oil, without realized derivatives ($ per Bbl)$111.79 $95.34 $65.52 
Differential to NYMEX WTI ($ per Bbl)2.82 1.22 0.61 
Crude oil, with realized derivatives ($ per Bbl)
78.71 75.67 47.77 
Crude oil realized derivatives ($MM)
(124.0)(79.6)(56.0)
Natural gas, without realized derivatives ($ per Mcf)(2)
9.57 8.09 4.53 
Natural gas, with realized derivatives ($ per Mcf)(2)
8.62 7.67 4.53 
Natural gas realized derivatives ($MM)
(11.9)(5.6)— 
Selected financial data ($MM):
Revenues:
Crude oil revenues
$418.9 $385.9 $206.7 
Natural gas revenues119.7 107.6 48.3 
Purchased oil and gas sales
250.5 159.5 108.8 
Other services revenues0.3 — 0.2 
Total revenues$789.4 $653.0 $364.0 
Net cash provided by operating activities$396.4 $265.6 $160.0 
Non-GAAP financial measures:
Adjusted EBITDA
$255.9 $272.8 $107.7 
Adjusted FCF
202.9 202.6 52.9 
Adjusted Net Income153.5 163.5 25.8 
Select operating expenses:
Lease operating expenses (“LOE”)$67.7 $63.1 $50.4 
Gathering, processing and transportation (“GPT”)31.8 32.4 32.8 
Purchased oil and gas expenses
252.1 161.6 111.0 
Production taxes40.1 35.9 16.2 
Depreciation, depletion and amortization42.1 44.7 29.2 
Total select operating expenses$433.8 $337.7 $239.6 
___________________
(1)Oasis standalone total volumes have been adjusted to include current three stream reporting uplift assumption of 18%. Chord will report three stream production beginning in 3Q22.
(2)Prices include the value for natural gas and natural gas liquids.


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Capital Expenditures - Legacy Oasis
The following table presents the Company’s total capital expenditures (“CapEx”) from continuing operations by category for the periods presented:
 1Q22
2Q22
FY22
CapEx ($MM):
E&P$62.9 $46.0 $108.9 
Other(1)
0.6 0.9 1.5 
Total E&P and other CapEx63.5 46.9 110.4 
Acquisitions(2)
— (4.8)(4.8)
Total CapEx
$63.5 $42.1 $105.6 
___________________
(1)Includes capitalized interest of $0.9MM for 2Q22 and $1.5MM for FY22.
(2)Executed the final settlement statement with Diamondback Energy, Inc. on June 30, 2022 related to the acquisition of producing oil and gas properties in the Williston Basin in 4Q21. In connection with the execution of the final settlement statement, the Company received $12.0MM related to customary post-close adjustments, including a reduction to the purchase price of $4.8MM.
Additional Return of Capital Plan Details
FCF Definition
FCF is defined as Adjusted EBITDA (excluding transaction costs) less CapEx, cash interest and cash taxes. FCF is expected to be calculated for the prior quarter to determine the amount of capital to be returned.
Leverage
Leverage is defined as Net Debt (debt less cash) to forecasted next twelve months Adjusted EBITDA run at $65/bbl WTI and $3.00/mmBtu Henry Hub, excluding the impact of hedges.
Share Repurchases
The Company intends to purchase stock under the repurchase program opportunistically with cash on hand, free cash flow from operations and proceeds from potential liquidity events such as the sale of assets. This repurchase program has no time limit and may be suspended from time to time, modified, extended or discontinued by the Board of Directors at any time. Purchases under the repurchase program may be made from time to time in the open market or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and would be subject to market conditions, applicable legal requirements and other factors. Any stock purchased as part of this program would be put into treasury shares.


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Contact:
Chord Energy Corporation
Daniel E. Brown, President and Chief Executive Officer
Michael H. Lou, Executive Vice President and Chief Financial Officer
Bob Bakanauskas, Managing Director, Investor Relations
(281) 404-9600
ir@chordenergy.com
Conference Call Information
Investors, analysts and other interested parties are invited to listen to the webcast:
Date:         Thursday, August 4, 2022
Time:        9:00 a.m. Central Time
Live Webcast:     https://app.webinar.net/2BJdjxO9ZmD

Sell-side analysts wishing to ask a question may use the following dial-in:
Dial-in:     (888) 317-6003
Intl. Dial-in: (412) 317-6061
Conference ID:     1631240
Website:     https://www.chordenergy.com

A recording of the conference call will be available beginning at 12:00 p.m. Central Time on the day of the call and will be available until Thursday, August 11, 2022 by dialing:
Replay dial-in:     (877) 344-7529
Intl. replay:     (412) 317-0088
Replay access:     5012487

The call will also be available for replay for approximately 30 days at https://www.chordenergy.com.
Forward-Looking Statements
Certain statements in this press release concerning the merger between Oasis and Whiting, including any statements regarding Chord's credit facility, the results, effects, benefits and synergies of the merger, future opportunities for Chord, future financial performance and condition, guidance and any other statements regarding Chord's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. 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 Chord expects, believes or anticipates will or may occur in the future are forward-looking statements. The words “anticipate,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Chord's plans and expectations with respect to the return of capital plan, the merger and the anticipated impact of the merger on Chord's results of operations, financial position, growth opportunities and competitive position.
These statements are based on certain assumptions made by Chord 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 Chord, 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, potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the merger; the ultimate timing, outcome and results of integrating the operations of Chord, the effects of the business combination on Chord, including Chord's future financial condition, results of operations, strategy and
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plans, the ability of Chord to realize anticipated synergies in the timeframe expected or at all, changes in crude oil and natural gas prices, developments in the global economy, the impact of pandemics such as COVID-19, weather and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, 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 Chord’s ability to access them, the proximity to and capacity of transportation facilities, uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Chord’s business, the fact that operating costs and business disruption may be greater than expected following the consummation of the merger and other important factors that could cause actual results to differ materially from those projected as described in Chord’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”).
Any forward-looking statement speaks only as of the date on which such statement is made and Chord 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. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Additional information concerning other risk factors is also contained in the final prospectus and definitive proxy statement filed by the Company on May 24, 2022, Oasis’ (now Chord’s) and Whiting’s most recently filed Annual Reports on Form 10-K (as may be amended), subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings.
About Chord Energy
Chord Energy Corporation is an independent exploration and production company with quality and sustainable long-lived assets in the Williston Basin. Chord 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 https://www.chordenergy.com.
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Condensed Consolidated Balance Sheets (Unaudited) - Legacy Oasis
June 30, 2022December 31, 2021
 (In thousands, except share data)
ASSETS
Current assets
Cash and cash equivalents$571,114 $172,114 
Accounts receivable, net494,949 377,202 
Inventory43,010 28,956 
Prepaid expenses5,160 6,016 
Other current assets884 1,836 
Current assets held for sale— 1,029,318 
Total current assets1,115,117 1,615,442 
Property, plant and equipment
Oil and gas properties (successful efforts method)1,502,168 1,395,837 
Other property and equipment42,287 48,981 
Less: accumulated depreciation, depletion and amortization(207,387)(124,386)
Total property, plant and equipment, net1,337,068 1,320,432 
Derivative instruments59,080 44,865 
Investment in unconsolidated affiliate505,335 — 
Long-term inventory19,188 17,510 
Operating right-of-use assets11,154 15,782 
Other assets15,468 12,756 
Total assets$3,062,410 $3,026,787 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$3,270 $2,136 
Revenues and production taxes payable341,402 270,306 
Accrued liabilities534,239 150,674 
Accrued interest payable2,715 2,150 
Derivative instruments338,148 89,447 
Advances from joint interest partners2,944 1,892 
Current operating lease liabilities7,419 7,893 
Other current liabilities19,581 1,046 
Current liabilities held for sale— 699,653 
Total current liabilities1,249,718 1,225,197 
Long-term debt393,354 392,524 
Deferred income taxes— 
Asset retirement obligations60,055 57,604 
Derivative instruments145,302 115,282 
Operating lease liabilities2,879 6,724 
Other liabilities13,006 7,876 
Total liabilities1,864,314 1,805,214 
Commitments and contingencies
Stockholders’ equity
Common stock, $0.01 par value: 60,000,000 shares authorized; 20,533,880 shares issued and 19,662,862 shares outstanding at June 30, 2022 and 20,147,199 shares issued and 19,276,181 shares outstanding at December 31, 2021
206 200 
Treasury stock, at cost: 871,018 shares at June 30, 2022 and at December 31, 2021
(100,000)(100,000)
Additional paid-in capital883,801 863,010 
Retained earnings414,089 269,690 
Chord share of stockholders’ equity1,198,096 1,032,900 
Non-controlling interests— 188,673 
Total stockholders’ equity1,198,096 1,221,573 
Total liabilities and stockholders’ equity$3,062,410 $3,026,787 

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Condensed Consolidated Statements of Operations (Unaudited) - Legacy Oasis
(In thousands, except share data)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Revenues
Oil and gas revenues$538,567 $254,995 $1,032,069 $499,985 
Purchased oil and gas sales250,489 108,822 409,956 188,967 
Other services revenues324 195 324 421 
Total revenues789,380 364,012 1,442,349 689,373 
Operating expenses
Lease operating expenses67,722 50,420 130,798 101,484 
Other services expenses12 21 123 21 
Gathering, processing and transportation expenses31,813 32,787 64,210 60,892 
Purchased oil and gas expenses252,058 111,023 413,684 189,961 
Production taxes40,081 16,208 75,938 32,488 
Depreciation, depletion and amortization42,136 29,231 86,809 60,001 
Exploration expenses278 1,250 788 1,673 
Impairment— — — 
General and administrative expenses24,822 20,999 49,189 41,412 
Total operating expenses458,922 261,939 821,539 487,935 
Gain on sale of assets319 222,980 1,840 223,068 
Operating income330,777 325,053 622,650 424,506 
Other income (expense)
Net loss on derivative instruments(98,253)(267,037)(466,175)(448,552)
Net loss from investment in unconsolidated affiliate(96,253)— (36,116)— 
Interest expense, net of capitalized interest(6,949)(11,423)(14,165)(16,288)
Other income (expense)1,298 (1,141)3,050 (656)
Total other expense, net(200,157)(279,601)(513,406)(465,496)
Income (loss) from continuing operations before income taxes130,620 45,452 109,244 (40,990)
Income tax benefit (expense)219 (3,654)2,044 — 
Net income (loss) from continuing operations130,839 41,798 111,288 (40,990)
Income from discontinued operations attributable to Chord, net of income tax
— 31,566 485,554 70,762 
Net income attributable to Chord
$130,839 $73,364 $596,842 $29,772 
Earnings (loss) attributable to Chord per share:
Basic from continuing operations$6.69 $2.10 $5.73 $(2.05)
Basic from discontinued operations— 1.59 24.99 3.55 
Basic total$6.69 $3.69 $30.72 $1.49 
Diluted from continuing operations$6.23 $2.01 $5.30 $(2.05)
Diluted from discontinued operations— 1.52 23.14 3.55 
Diluted total$6.23 $3.52 $28.44 $1.49 
Weighted average shares outstanding:
Basic19,553 19,904 19,430 19,952 
Diluted20,990 20,822 20,983 19,952 

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Condensed Consolidated Statements of Cash Flows (Unaudited) - Legacy Oasis
(In thousands)
Six Months Ended June 30,
 20222021
 
Cash flows from operating activities:
Net income including non-controlling interests$599,153 $46,044 
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Depreciation, depletion and amortization86,809 78,958 
Gain on sale of assets(520,740)(223,068)
Impairment— 
Deferred income taxes(7)— 
Net loss on derivative instruments466,175 448,552 
Net loss from investment in unconsolidated affiliate36,116 — 
Equity-based compensation expenses9,663 6,900 
Deferred financing costs amortization and other3,294 16,289 
Working capital and other changes:
Change in accounts receivable, net(112,688)(96,704)
Change in inventory(14,040)(2,880)
Change in prepaid expenses1,035 3,773 
Change in accounts payable, interest payable and accrued liabilities96,141 80,969 
Change in other assets and liabilities, net11,080 (8,475)
Net cash provided by operating activities661,991 350,363 
Cash flows from investing activities:
Capital expenditures(114,325)(85,217)
Acquisition deposit— (74,500)
Proceeds from divestitures, net of OMP cash148,818 369,819 
Costs related to divestitures(11,368)(2,358)
Derivative settlements(201,668)(78,575)
Derivative modifications— (82,419)
Distributions from investment in unconsolidated affiliate26,862 — 
Net cash provided by (used in) investing activities(151,681)46,750 
Cash flows from financing activities:
Proceeds from revolving credit facilities15,000 369,500 
Principal payments on revolving credit facilities— (866,500)
Proceeds from issuance of senior unsecured notes— 850,000 
Deferred financing costs(9)(20,332)
Proceeds from issuance of OMP common units, net of offering costs— 86,657 
Common control transaction costs— (5,432)
Purchases of treasury stock— (14,560)
Tax withholding on vesting of equity-based awards(4,789)— 
Dividends paid(139,860)(15,039)
Distributions to non-controlling interests— (12,165)
Payments on finance lease liabilities(229)(726)
Proceeds from warrants exercised15,908 173 
Net cash provided by (used in) financing activities(113,979)371,576 
Increase in cash and cash equivalents396,331 768,689 
Cash and cash equivalents:
Beginning of period174,783 20,226 
End of period$571,114 $788,915 
Supplemental non-cash transactions:
Change in accrued capital expenditures$(806)$11,515 
Change in asset retirement obligations(428)(1,370)
Investment in unconsolidated affiliate568,312 — 
Note receivable from divestiture— 2,900 
Contingent consideration from Permian Basin Sale— 32,860 
Dividends payable317,530 83,543 


Non-GAAP Financial Measures
The following are non-GAAP financial measures not prepared in accordance with GAAP 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 believes that the foregoing are useful supplemental measures that provide an indication of the results generated by the Company’s principal business activities. However, these measures are not recognized by GAAP and do not have a standardized meaning prescribed by GAAP. Therefore, these measures may not be comparable to similar measures provided by other issuers. From time to time, the Company provides forward-looking forecasts of these measures; however, the Company is unable to provide a quantitative reconciliation of the forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measures because management cannot reliably quantify certain of the necessary components of such forward-looking GAAP measures. The reconciling items in future periods could be significant. To see how the Company reconciles its historical presentations of these non-GAAP measures to the most directly comparable GAAP measures, please visit the Investors—Documents & Disclosures—Non-GAAP Reconciliation page on the Company’s website at https://ir.chordenergy.com/non-gaap.
Cash GPT
The Company defines Cash GPT as total GPT expenses less non-cash valuation charges on pipeline imbalances. Cash GPT is not a measure of GPT expenses as determined by GAAP. Management believes that the presentation of Cash GPT provides 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.
The following table presents a reconciliation of the GAAP financial measure of GPT expenses to the non-GAAP financial measure of Cash GPT for legacy Oasis for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
(In thousands)
GPT$31,813 $32,787 $64,210 $60,892 
Pipeline imbalances827 (738)1,143 1,109 
Cash GPT$32,640 $32,049 $65,353 $62,001 
The following table presents a reconciliation of the GAAP financial measure of GPT expenses to the non-GAAP financial measure of Cash GPT for legacy Whiting for the period presented:
Three Months Ended June 30,
2022
(In thousands)
GPT$7,921 
Pipeline imbalances— 
Cash GPT$7,921 
Cash G&A
The Company defines Cash G&A as total general and administrative (“G&A”) expenses less G&A expenses attributable to 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.
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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 legacy Oasis for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
(In thousands)
General and administrative expenses$24,822 $20,210 $52,503 $40,947 
Less: general and administrative expenses attributable to discontinued operations(789)3,314(465)
General and administrative expenses attributable to continuing operations(1)
24,822 20,999 49,189 41,412 
Equity-based compensation expenses(4,815)(4,687)(9,616)(6,375)
G&A expenses attributable to shared services(5,291)(1,624)(10,030)
Other non-cash adjustments(35)(319)(2,253)350 
Cash G&A(1)
$19,972 $10,702 $35,696 $25,357 
__________________
(1)Includes merger related costs of $5.8 million and $9.4 million for the three and six months ended June 30, 2022, respectively.
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 legacy Whiting for the period presented:
Three Months Ended June 30,
2022
(In thousands)
General and administrative expenses$17,716 
Equity-based compensation expenses(4,165)
Other non-cash adjustments(990)
Cash G&A(1)
$12,561 
__________________
(1)Includes merger related costs of $3.2 million.
Cash Interest
The Company defines Cash Interest as interest expense less interest expense attributable to discontinued operations plus capitalized interest less amortization and write-offs of deferred financing costs. 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 operating activities and the Company’s 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 legacy Oasis for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
(In thousands)
Interest expense$6,949 $22,571 $17,850 $31,268 
Less: Interest expense from discontinued operations— 11,148 3,685 14,980 
Interest expense from continuing operations6,949 11,423 14,165 16,288 
Capitalized interest879 543 1,480 961 
Amortization of deferred financing costs(864)(9,601)(1,719)(11,967)
Cash Interest$6,964 $2,365 $13,926 $5,282 
The following table presents a reconciliation of the GAAP financial measure of interest expense to the non-GAAP financial measure of Cash Interest for legacy Whiting for the period presented:
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Three Months Ended June 30,
 2022
(In thousands)
Interest expense$3,524 
Amortization of deferred financing costs(895)
Cash Interest$2,629 
Net Debt
The Company defines Net Debt as total debt less cash and cash equivalents. Total debt is defined as long-term debt plus unamortized deferred financing costs included in long-term debt and the current portion of long-term debt. Net Debt is not a measure of total debt as determined by GAAP. Management believes that the presentation of Net Debt provides useful additional information to investors and analysts for assessing the Company’s financial position and ability to maintain compliance with its debt covenants.
The following table presents reconciliations of the GAAP financial measure of total debt to the non-GAAP financial measure of Net Debt for legacy Oasis for the periods presented:
June 30, 2022December 31, 2021
(In thousands)
Long-term debt, net$393,354 $392,524 
Unamortized deferred financing costs6,646 7,476 
Total debt400,000 400,000 
Cash and cash equivalents(571,114)(172,114)
Net Debt$— $227,886 

Adjusted EBITDA and Adjusted Free Cash Flow
The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation, depletion and amortization (“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 cash distributions from Oasis Midstream Partners LP (“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 or cash flows from operating activities 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, ability to generate cash from its 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 tables present reconciliations of the GAAP financial measures of net income 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 legacy Oasis for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
(In thousands)
Net income including non-controlling interests$130,839 $81,309 $599,153 $46,044 
Gain on sale of properties(319)(222,980)(520,740)(223,068)
Net loss on derivative instruments98,253 267,037 466,175 448,552 
Realized derivative instruments(135,840)(55,979)(221,104)(78,575)
Net loss from investment in unconsolidated affiliate96,253 — 36,116 — 
Distributions from investment in unconsolidated affiliate13,746 — 26,862 — 
Interest expense, net of capitalized interest6,949 22,571 17,850 31,268 
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Depreciation, depletion and amortization42,136 38,968 86,809 78,958 
Impairment— — 
Exploration expenses278 1,250 788 1,673 
Equity-based compensation expenses4,815 4,702 9,663 6,900 
Income tax (benefit) expense(219)3,654 39,178 — 
Other non-cash adjustments(988)1,720 272 (303)
Adjusted EBITDA255,903 142,254 541,022 311,454 
Adjusted EBITDA from discontinued operations— (55,120)(12,296)(111,468)
Cash distributions from OMP and DevCo Interests— 20,608 — 33,874 
Adjusted EBITDA from continuing operations255,903 107,742 528,726 233,860 
Cash Interest(6,964)(2,365)(13,926)(5,282)
E&P and other capital expenditures(46,893)(53,015)(110,408)(82,024)
Capitalized interest879 543 1,480 961 
Adjusted Free Cash Flow$202,925 $52,905 $405,872 $147,515 
Net cash provided by operating activities$396,411 $159,950 $661,991 $350,363 
Realized derivative instruments(135,840)(55,979)(221,104)(78,575)
Distributions from investment in unconsolidated affiliate13,746 — 26,862 — 
Interest expense, net of capitalized interest6,949 22,571 17,850 31,268 
Exploration expenses278 1,250 788 1,673 
Deferred financing costs amortization and other139 (13,969)(3,294)(16,289)
Current tax expense(219)— 39,184 — 
Changes in working capital(24,573)26,711 18,473 23,317 
Other non-cash adjustments(988)1,720 272 (303)
Adjusted EBITDA255,903 142,254 541,022 311,454 
Adjusted EBITDA from discontinued operations— (55,120)(12,296)(111,468)
Cash distributions from OMP and DevCo Interests— 20,608 — 33,874 
Adjusted EBITDA from continuing operations255,903 107,742 528,726 233,860 
Cash Interest(6,964)(2,365)(13,926)(5,282)
E&P and other capital expenditures(46,893)(53,015)(110,408)(82,024)
Capitalized interest879 543 1,480 961 
Adjusted Free Cash Flow$202,925 $52,905 $405,872 $147,515 

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Adjusted Net Income Attributable to Chord and Adjusted Diluted Earnings Attributable to Chord Per Share
Adjusted Net Income Attributable to Chord and Adjusted Diluted Earnings Attributable to Chord 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 Attributable to Chord as net income 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 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 Attributable to Chord is not a measure of net income as determined by GAAP. The Company defines Adjusted Diluted Earnings Attributable to Chord Per Share as Adjusted Net Income Attributable to Chord divided by diluted weighted average shares outstanding.
The following table presents reconciliations of the GAAP financial measure of net income attributable to Chord to the non-GAAP financial measure of Adjusted Net Income Attributable to Chord and the GAAP financial measure of diluted earnings attributable to Chord per share to the non-GAAP financial measure of Adjusted Diluted Earnings Attributable to Chord Per Share for legacy Oasis the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
 
(In thousands, except per share data)
Net income attributable to Chord
$130,839 $73,364 $596,842 $29,772 
Gain on sale of properties(319)(222,980)(520,740)(223,068)
Net loss on derivative instruments98,253 267,037 466,175 448,552 
Realized derivative instruments(135,840)(55,979)(221,104)(78,575)
Net loss from investment in unconsolidated affiliate96,253 — 36,116 — 
Distributions from investment in unconsolidated affiliate13,746 — 26,862 — 
Impairment— — 
Amortization of deferred financing costs864 9,883 1,888 12,981 
Other non-cash adjustments(988)1,720 272 (303)
Tax impact(1)
(18,166)85 45,851 (36,826)
Other tax adjustments(2)
(31,157)(15,567)(109,466)(10,728)
Adjusted net income attributable to Chord
153,485 57,565 322,696 141,810 
Less: Adjusted net income attributable to Chord from discontinued operations
— 31,776 6,142 71,803 
Adjusted net income attributable to Chord from continuing operations
$153,485 $25,789 $316,554 $70,007 
Diluted earnings attributable to Chord per share
$6.23 $3.52 $28.44 $1.49 
Gain on sale of properties(0.02)(10.71)(24.82)(10.92)
Net loss on derivative instruments4.68 12.82 22.22 21.97 
Realized derivative instruments(6.47)(2.69)(10.54)(3.85)
Net loss from investment in unconsolidated affiliate4.59 — 1.72 — 
Distributions from investment in unconsolidated affiliate0.65 — 1.28 — 
Amortization of deferred financing costs0.04 0.47 0.09 0.64 
Other non-cash adjustments(0.05)0.10 0.01 (0.01)
Tax impact(1)
(0.87)— 2.19 (1.80)
Other tax adjustments(2)
(1.48)(0.75)(5.22)(0.53)
Impact of diluted shares(3)
— — — (0.04)
Adjusted Diluted Earnings Attributable to Chord Per Share
7.30 2.76 15.37 6.95 
Less: Adjusted Diluted Earnings From Discontinued Operations Attributable to Chord Per Share
— 1.53 0.29 3.52 
Adjusted Diluted Earnings From Continuing Operations Attributable to Chord Per Share
$7.30 $1.23 $15.08 $3.43 
Diluted weighted average shares outstanding(3)
20,990 20,822 20,983 20,419 
Effective tax rate applicable to adjustment items(1)
25.2%26.7%21.8%23.1%
___________________
(1)The tax impact is computed utilizing the Company’s effective tax rate applicable to the adjustments for certain non-cash and non-recurring items.
(2)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.
(3)For the six months ended June 30, 2022, the Company included the dilutive effect of 467,535 potentially dilutive shares in computing Adjusted Diluted Earnings Attributable to Chord Per Share, which were excluded from the GAAP calculation of diluted earnings attributable to Chord per share due to their anti-dilutive effect.



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