Core Oil Delaware Basin Pure-Play
Simmons Energy Conference
March 22-23, 2021 Important Information
Forward-Looking Statements The information in this presentation includes “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 fact included in this presentation, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures and the other risks described in our filings with the Securities and Exchange Commission. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation.
Use of Non-GAAP Financial Measures This presentation includes the non-GAAP financial measure, Adjusted EBITDAX. Please refer to slide 10 for a reconciliation of Adjusted EBITDAX to net (loss) income, the most comparable GAAP measure. We believe Adjusted EBITDAX is useful as it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to financing methods or capital structure. We exclude the items listed in slide 10 from net (loss) income in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net (loss) income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic cost of depreciable assets, none of which are components of Adjusted EBITDAX. Our presentation of Adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.
Please refer to slide 11 for a reconciliation of free cash flow (deficit) to net cash provided by operating activities, the most comparable GAAP measure. We believe free cash flow (deficit) is a useful indicator of the Company’s ability to internally fund its exploration and development activities and to service or incur additional debt, without regard to the timing of settlement of either operating assets and liabilities or accounts payable related to capital expenditures. The Company believes that this measure, as so adjusted, presents a meaningful indicator of the Company’s actual sources and uses of capital associated with its operations conducted during the applicable period. Our computations of free cash flow (deficit) may not be comparable to other similarly titled measures of other companies. Free cash flow (deficit) should not be considered as an alternative to, or more meaningful than, cash provided by operating activities as determined in accordance with GAAP or as indicator of our operating performance or liquidity.
The Company defines net debt as the aggregate principal amount of the Company's notes outstanding minus cash and cash equivalents. The Company presents this metric to help evaluate its capital structure and financial leverage and believes that it is widely used by professional research analysts, including credit analysts, and others in the evaluation of total leverage.
The Company defines net debt to LTM EBITDAX as net debt (defined above) divided by Adjusted EBITDAX (reconciled on slide 10) for the prior twelve-month period. The Company presents this metric to show trends that investors may find useful in understanding the Company's ability to service its debt. This metric is widely used by professional research analysts, including credit analysts, in the valuation and comparison of companies in the oil and gas exploration and production industry.
2 Centennial Resource Development Overview Core Acreage and Strong Execution Track-Record
Asset Map P Acreage in core of the Northern & Southern Delaware Large, contiguous ~81,700 net acres acreage position in the Delaware Basin core Minimal Federal exposure (~4%) NM ~97% operated and ~88% held by production TX
P Realized significant improvements to cost structure and capital Proven operational efficiency over the course of FY 2020 Lea execution 2021 drilling program expected to increase capital efficiency and carry operational improvements forward
P Proven development from 10 distinct zones across the NM: High-quality asset with ~23,900
significant inventory Northern and Southern Delaware AcreageNM net acres depth 15+ years of economic inventory1
No senior note maturities until 20262 P No near-term debt ~$372mm of liquidity as of 12/31/202 maturities and solid liquidity position Projected free cash flow generation supports organic de-leveraging and liquidity profile Reeves
P Minimizing emissions through increased gas capture Continued focus on Improvements in sustainability through water recycling ESG initiatives program, minimizing water trucking and utilization of dual-fuel TX: operations ~57,800 net acres TX TX Acreage
Notes: Acreage statistics as of 12/31/20; does not include mineral or surface acreage positions (1) Assuming a two-rig flat program and $45/Bbl oil pricing (2) Liquidity and debt maturity profile pro forma for $150mm Exchangeable note offering (excluding potential proceeds from 15% greenshoe) and subsequent redemption of Senior Secured Second 3 Lien notes due 2025 Exchangeable Note Offering Highlights
Improves maturity profile by redeeming nearest Senior Note (2nd Lien) maturity at par
Strengthens liquidity through elimination of ~$32mm revolving credit facility (“RCF”) availability blocker tied to 2nd Lien Note
Reduces annual cash interest burden by refinancing highest coupon debt
Flexibility to settle notes at maturity through cash, stock or a combination thereof at Centennial’s discretion
Increases financial flexibility
Potential to accelerate de-leveraging the balance sheet
4 Sources & Uses and Pro Forma Capitalization
Overview Pro forma capitalization as of 12/31/20 ($ mm)1
. Issuing $150mm of Senior Unsecured Exchangeable Notes Capitalization Actual Adjustments Pro forma 7-year maturity Cash and cash equivalents $5.8 -- $5.8 3.25% coupon Revolving Credit Facility $330.0 ($0.6) $329.4 30% conversion premium Senior Secured Notes1 $127.1 ($127.1) --
. Purchased capped call to synthetically raise conversion Senior Unsecured Notes1 $645.8 -- $645.8 premium to 75% ($8.45 / share) New Senior Unsecured Exchangeable Notes1 $0.0 $150.0 $150.0 . Proceeds to be used to redeem $127mm of existing 8.0% Senior Secured Second Lien notes, fund the cost Total Debt $1,102.9 $22.4 $1,125.2 of entering into capped call, pay down a portion of Book Equity $2,604.0 -- $2,604.0 outstanding borrowings under the RCF and for general corporate purposes Total Capitalization $3,706.8 $22.4 $3,729.2
Credit Statistics Sources & Uses ($ mm) Net Debt / LTM EBITDAX 4.1x 0.1x 4.2x
Sources Net Debt / LQA EBITDAX 3.5x 0.1x 3.5x
Senior Exchangeable Notes Issuance $150.0 Liquidity ($mm) Total Sources $150.0 Borrowing Base $700.0 -- $700.0 Uses Facility Availability2 $668.2 $31.8 $700.0 Redemption of 8.0% Senior Secured Second Lien Notes $127.1 Less: RCF Borrowings ($330.0) $0.6 ($329.4) Accrued Interest on 8.0% Senior Secured Second Lien Notes $3.9 Less: Letters of Credit ($4.3) -- ($4.3) Purchase of Capped Call $13.0 Plus: Cash $5.8 -- $5.8 Offering Fees $5.5 3 RCF Repayment $0.6 Liquidity $339.7 $32.3 $372.0
Total Uses $150.0 Facility availability utilization 49% (2%) 47%
Notes: Principal amount of the Senior Unsecured Exchangeable Notes excludes potential proceeds related to the exercise of the 15% greenshoe; amounts may not sum due to rounding (1) Reflects the aggregate principal amount and is not adjusted for unamortized debt issuance costs and discounts (2) Equal to total borrowing base adjusted for ~$32mm availability blocker at YE’20, equal to borrowing base in pro forma scenario 5 (3) Pro forma liquidity assumes elimination of ~$32mm availability blocker associated with 2nd Lien Notes Transaction Strengthens Credit Profile
Pro Forma Debt Maturity Profile ($mm) 1
Credit Facility Borrowings 8.000% Sr. Secured Second Lien Notes Par redemption of Second Lien Notes issued 5.375% Sr. Unsecured Notes $700 as part of the May 2020 debt exchange 2 6.875% Sr. Unsecured Notes 3.250% Sr. Unsecured Exchangeable Notes Borrowing Base
$329 $356 $289
$127 $150
2020 2021 2022 2023 2024 2025 2026 2027 2028
Illustrative Liquidity Evolution ($mm) 3 Annualized Interest Expense Reduction ($mm) 6
$372 $10.2 $3405 4 $314 $297 $4.9
Q2'20 Q3'20 Q4'20 Q4'20 8.00% Senior Secured Second Lien 3.25% Senior Unsecured (Pro Forma) Notes due 2025 Exchangeable Notes due 2028 ($127mm) ($150mm)
Note: Principal and interest amounts of the Senior Unsecured Exchangeable Notes exclude potential proceeds related to the (4) Q3’20 liquidity reflects letters of credit (“LC”) outstanding as of 11/2/20 (date of Q3’20 earnings announcement); exercise of the 15% greenshoe letters of credit were ~$8.8mm as of 9/30/20 (1) Represents principal amounts outstanding (5) Cash balance as of 12/31/20 was $5.8mm (2) Second Lien Notes have a 1-year window to be taken out at par that expires on May 22, 2021 (6) Reflects pro forma annual interest rate reduction from elimination of 2nd Lien Notes and issuance of new Sr Unsec. 6 (3) Q4’20 pro forma liquidity assumes elimination of ~$32mm RCF availability blocker associated with 2nd Lien Notes Exchangeable Notes Centennial 2.0: The Path Forward
Q4 2020 FY 2021 FY 2022+
Added a second drilling rig and . Plan to operate a two-rig . Generate free cash flow down returned to normalized drilling program to a low-$40’s / Bbl oil price activity levels environment . Anticipate full-year average oil Generated ~$30mm of free cash production slightly above Q4’20 . Organically de-lever with a flow for the quarter levels long-term target of < 1.5x . Expect to generate $55 - 75mm Reaffirmed $700mm borrowing of free cash flow in 2021 as of . Target mid to high single digit base and improved liquidity strip pricing on 2/23/21 long-term oil production through revolver debt repayment growth assuming supportive Free cash flow positive down commodity prices Exited the year with low 30’s to a mid-$40’s WTI price decline rate percentage . Build scale organically . Maintain focus on the D&C and through increases to free operating cost efficiencies cash flow, EBITDAX and Established a FY 2021 hedge book realized in 2020 that protects a baseline activity production over time level while retaining commodity . Target < 2.5x leverage by year- price upside end assuming strip pricing on . Continue to evaluate 2/23/21 opportunities to gain size, scale and further de-lever
7 Centennial 2.0: Final Thoughts
. High-Quality Asset Base
. Proven Operational Execution
. Sustained Well Cost Reductions Improved Capital Efficiency & . Lower Unit Cost Structure FCF Profile . Shallowing Corporate Decline Rate
. No Near-Term Debt Maturities
. Maintaining Solid Liquidity
Structural cost and operational improvements have improved capital efficiency and accelerated free cash flow profile
8 Appendix
9 Reconciliation of Adjusted EBITDAX to Net Income (Loss)
Adjusted EBITDAX reconciliation ($ thousands)1
FY 2020
($ in thousands, unless specified) FY 2019 Q1 Q2 Q3 Q4 FY 2020
Net income (loss) attributable to Class A Common Stock $15,798 ($547,983) $5,330 ($51,529) ($88,655) ($682,837)
Net income (loss) attributable to noncontrolling interest 616 (2,362) 0 0 0 (2,362)
Interest expense 55,991 16,421 17,371 17,718 17,682 69,192
Income tax expense (benefit) 5,797 (83,208) (1,916) 0 0 (85,124)
Depreciation, depletion and amortization 444,243 101,258 93,020 89,444 74,832 358,554
Impairment and abandonment expenses 47,245 611,300 19,425 19,904 40,561 691,190
Gain on exchange of debt 0 0 (143,443) 0 0 (143,443)
Non-cash derivative (gain) loss (4,094) 8,452 22,963 (32,518) 18,987 17,884
Stock-based compensation expense2 26,315 5,892 4,270 4,772 8,111 23,045
Exploration and other expense 11,390 4,009 4,051 2,670 7,625 18,355
Workforce reduction severance payments 0 0 2,884 582 0 3,466
Transaction costs 0 0 476 0 0 476
(Gain) loss on sale of long-lived assets 857 (245) 2 (145) (10) (398)
Adjusted EBITDAX $604,158 $113,534 $24,433 $50,898 $79,133 $267,998
(1) Adjusted EBITDAX is a non-GAAP financial measure (2) Includes stock-based compensation for both equity and liability awards not yet settled in cash related to general and administrative employees only. Stock-based compensation for geographical and geophysical personnel is included with the Exploration and other expenses line item. 10 Reconciliation of Free Cash Flow to Operating Cash Flow
Free Cash Flow (Deficit) reconciliation ($ thousands)1
Three Months Ended December 31, Twelve Months Ended December 31,
($ in thousands) 2020 2019 2020 2019 Net cash provided by operating activities $41,144 $179,298 $171,376 $564,173
Changes in working capital: Accounts receivable $3,567 ($37,673) ($44,572) $10,098
Prepaid and other assets $979 $887 $3,804 $1,882
Accounts payable and other liabilities $13,253 $729 $56,360 ($33,833)
Discretionary cash flow $58,943 $143,241 $186,968 $542,320
Less: total capital expenditures incurred ($29,900) ($197,100) ($254,800) ($891,800)
Free cash flow (deficit) $29,043 ($53,859) ($67,832) ($349,480)
(1) Free cash flow is a non-GAAP financial measure 11