Item 7.01. Regulation FD Disclosure.
2022 Full Year Guidance
Notes Regarding Non-GAAP Financial Measures
EBITDA as included in this Current Report on Form 8-K (this "Form 8-K") is a
non-GAAP financial measure as defined under Regulation G under the federal
securities laws. Investors are urged to consider closely the disclosure in the
Company's Annual Report on Form 10-K for the fiscal year ended
The Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measure, EBITDA, contained in the Form 8-K to its most directly comparable GAAP financial measure, net income (loss), because the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measure to its respective most directly comparable GAAP financial measure is not (and was not, when prepared) available to the Company without unreasonable efforts due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy. Net income (loss) includes the impact of depreciation, income taxes and certain other items that impact comparability between periods, which may be significant and are difficult to project with a reasonable degree of accuracy. In addition, we believe such reconciliation could imply a degree of precision that might be confusing or misleading to investors. The probable significance of providing this forward-looking non-GAAP financial measure without the directly comparable GAAP financial measure is that such GAAP financial measure may be materially different from the corresponding non-GAAP financial measure.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains certain forward-looking statements within the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, including
statements regarding the Company's 2022 expected revenue and EBITDA. These
statements are based on certain assumptions and analyses made by the Company's
management in light of its experience and prevailing circumstances on the date
such statements are made. Such forward-looking statements, and the assumptions
on which they are based, are inherently speculative and are subject to a number
of risks and uncertainties, including but not limited to conditions in the oil
and gas industry and the availability of third party buyers, that could cause
the Company's actual results to differ materially from such statements. These
forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of uncertainties and factors, many of which
are outside the control of the Company, which could cause actual results to
differ materially from such statements. While the Company believes that the
assumptions concerning future events are reasonable, it cautions that there are
inherent difficulties in predicting certain important factors that could impact
the future performance or results of its business. These forward-looking
statements are also affected by the risk factors, forward-looking statements and
challenges and uncertainties described in the Company's Form 10-K for the year
ended
The information included in this Form 8-K under Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
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