Net Loss per Share and Net Loss per Unit

9 Months Ended

Sep. 30, 2023

Net Loss per Share and Net Loss per Unit

Successor Period – Basic net loss per share is computed based on the weighted average number of shares of Class A Common Stock outstanding. Diluted net income per share is computed based on the weighted average number of shares of Class A Common Stock outstanding, increased by the number of any additional shares of Class A Common Stock that would have been outstanding had any potentially dilutive shares of Class A Common Stock been issued and reduced by the number of shares of Class A Common Stock the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares.

For the purposes of the diluted earnings per share calculation, Warrants, Earnout Shares, BHES Bonus Shares (as defiend below) (Note L), unvested Class A OpCo Units and the potential conversion of vested OpCo Units are excluded from the net loss per share calculation for the period from June 8, 2023 through September 30, 2023 (Successor) because their inclusion would be anti-dilutive due to the losses reported in the Successor Period. Additionally, Earnout Shares and BHES Bonus Shares are excluded from the net loss calculation because the contingencies that would allow for those Earnout Shares to vest into OpCo Units have not yet been met. Based on the amounts outstanding at September 30, 2023 (Successor), the Company excluded the following financial instruments from the computation of diluted net loss per unit because their inclusion would be anti-dilutive due to the losses reported in the Successor Period:


Anti-Dilutive Instrument						September 30, 2023 (Successor)
Public Warrants						8,622,235
Private Placement Warrants						10,900,000
Earnout Shares						328,925
BHES Bonus Shares						2,068,416
Unvested Class A OpCo Units						972,522
Vested Class A OpCo Units						140,747,943
Unvested RSU's						440,423
Total						164,080,464

Only shares of Class A Common Stock participate in the Company’s undistributed earnings. As such, the Company’s undistributed earnings are allocated entirely to the Class A Common Stock based on the weighted-average number of shares of Class A Common Stock outstanding for the period from June 8, 2023 through September 30, 2023 (Successor).

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the period from June 8, 2023 through September 30, 2023 (Successor):


	Class A
Numerator
Net loss	$	(202,551)
Net loss attributable to shareholders	$	(65,564)
Denominator
Weighted-average number shares outstanding, basic and diluted	68,644,032
Net loss per share attributable to shareholders, basic and diluted	$	(0.96)

Predecessor Period – Basic net loss per unit is computed based on the weighted average number of membership interests outstanding. Diluted net loss per unit is computed based on the weighted average number of membership interests outstanding, increased by the number of any additional units that would have been outstanding had any potentially dilutive membership interests been issued and decreased by the number of membership interests the Company could have repurchased from the proceeds from issuance of the potentially dilutive membership interests.

As of September 30, 2022 (Predecessor), the Company’s potentially dilutive securities were profits interests, member loan share options and share options. Based on the amounts outstanding at September 30, 2022 (Predecessor), the Company excluded the following potential membership interests from the computation of diluted net loss per unit because their inclusion would be anti-dilutive due to the losses reported in the Predecessor Period:


Anti-Dilutive Instrument						September 30, 2022 (Predecessor)
Profits Interests						450,013
Member Loan Share Options						34,588
Occidental Petroleum Share Options						711,111
Total						1,195,712

The following table sets forth the computation of the Company’s basic and diluted net loss per unit for the three month and nine month periods ended September 30, 2022 (Predecessor) and for the period from January 1, 2023 through June 7, 2023 (Predecessor), respectively:


	Period from July 1 - September 30, 2023 (Successor)		Three Months Ended September 30, 2022 (Predecessor)		Period from June 8 - September 30, 2023 (Successor)		Period from January 1 - June 7, 2023 (Predecessor)		Nine Months Ended September 30, 2022 (Predecessor)
Numerator
Net loss	$	(30,564)	$	(12,220)	$	(65,564)	$	(34,176)	$	(37,335)
Net loss attributable to membership interest holders	$	(30,564)	$	(12,220)	$	(65,564)	$	(34,176)	$	(37,335)

Denominator
Weighted-average number membership interests outstanding, basic and diluted	68,966,972		1,143,430		68,644,032		3,766,871		2,838,388
Net loss per unit attributable to membership interest holders, basic and diluted	$	(0.44)	$	(10.69)	$	(0.96)	$	(9.07)	$	(13.15)