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EX-32.2 - EX-32.2 - Chaparral Energy, Inc.cpr-ex322_9.htm
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EX-31.2 - EX-31.2 - Chaparral Energy, Inc.cpr-ex312_6.htm
EX-31.1 - EX-31.1 - Chaparral Energy, Inc.cpr-ex311_8.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 333-134748

 

Chaparral Energy, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

73-1590941

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

701 Cedar Lake Boulevard

Oklahoma City, Oklahoma

 

73114

(Address of principal executive offices)

 

(Zip code)

 

(405) 478-8770

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

Non-accelerated filer (Do not check if a smaller reporting company)

 

 

Smaller reporting company

 

 

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.      

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.                  Yes      No  

Number of shares outstanding of each of the issuer’s classes of common stock as of November 14, 2017:

Class

 

Number of Shares

 

Class A Common Stock, $0.01 par value

 

 

38,943,766

 

Class B Common Stock, $0.01 par value

 

 

7,871,512

 

 

 

 


 

CHAPARRAL ENERGY, INC.

Index to Form 10-Q

 

 

 

Page

Part I. FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

7

Consolidated Balance Sheets

 

7

Consolidated Statements of Operations

 

9

Consolidated Statements of Stockholders' Equity (Deficit)

 

11

Consolidated Statements of Cash Flows

 

12

Condensed Notes to Consolidated Financial Statements

 

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

39

Overview

 

39

Results of Operations

 

43

Liquidity and Capital Resources

 

53

Non-GAAP Financial Measure and Reconciliation

 

58

Critical Accounting Policies

 

59

Recent Accounting Pronouncements

 

60

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

60

Item 4. Controls and Procedures

 

62

Part II. OTHER INFORMATION

 

 

Item 1. Legal Proceedings

 

62

Item 1A. Risk Factors

 

63

Item 3. Defaults Upon Senior Securities

 

63

Item 5. Other Information

 

63

Item 6. Exhibits

 

63

Signatures

 

64

 

2


 

CAUTIONARY NOTE

REGARDING FORWARD-LOOKING STATEMENTS

This report includes statements that constitute forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks and uncertainties. These statements may relate to, but are not limited to, information or assumptions about us, our capital and other expenditures, dividends, financing plans, capital structure, cash flow, pending legal and regulatory proceedings and claims, including environmental matters, future economic performance, operating income, cost savings, and management’s plans, strategies, goals and objectives for future operations and growth. These forward-looking statements generally are accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect,” “should,” “seek,” “project,” “plan” or similar expressions. Any statement that is not a historical fact is a forward-looking statement. It should be understood that these forward-looking statements are necessarily estimates reflecting the best judgment of senior management, not guarantees of future performance. They are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements in this report may include, for example, statements about:

 

fluctuations in demand or the prices received for oil and natural gas;

 

the amount, nature and timing of capital expenditures;

 

drilling, completion and performance of wells;

 

competition and government regulations;

 

timing and amount of future production of oil and natural gas;

 

costs of exploiting and developing properties and conducting other operations, in the aggregate and on a per-unit equivalent basis;

 

changes in proved reserves;

 

operating costs and other expenses;

 

our future financial condition, results of operations, revenue, cash flows and expenses;

 

estimates of proved reserves;

 

exploitation of property acquisitions; and

 

marketing of oil and natural gas.

These forward-looking statements represent intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In addition to the risk factors described in Part II, Item 1A. Risk Factors, our Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2017, and Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016, the factors include:

 

the ability to operate our business following emergence from bankruptcy;

 

worldwide supply of and demand for oil and natural gas;

 

volatility and declines in oil and natural gas prices;

 

drilling plans (including scheduled and budgeted wells);

 

our new capital structure and the adoption of fresh start accounting, including the risk that assumptions and factors used in estimating enterprise value vary significantly from current values;

 

the number, timing or results of any wells;

 

changes in wells operated and in reserve estimates;

 

supply of CO2 ;

 

future growth and expansion;

 

future exploration;

 

integration of existing and new technologies into operations;

3


 

 

future capital expenditures (or funding thereof) and working capital;

 

risks related to the concentration of our operations in the mid-continent geographic area;

 

borrowings and capital resources and liquidity;

 

changes in strategy and business discipline, including our post-emergence business strategy;

 

future tax matters;

 

any loss of key personnel;

 

geopolitical events affecting oil and natural gas prices;

 

outcome, effects or timing of legal proceedings;

 

the effect of litigation and contingencies;

 

the ability to generate additional prospects; and

 

the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture.

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions may change the schedule of any future production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained herein. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

 

4


 

GLOSSARY OF CERTAIN DEFINED TERMS

The terms defined in this section are used throughout this Form 10-Q:

Active EOR Areas

Areas where we are currently or where we plan to inject and/or recycle CO2 as a means of oil recovery.

 

 

Basin

A low region or natural depression in the earth’s crust where sedimentary deposits accumulate.

 

 

Bankruptcy Court

United States Bankruptcy Court for the District of Delaware

 

 

Bbl

One stock tank barrel of 42 U.S. gallons liquid volume used herein in reference to crude oil, condensate, or natural gas liquids.

 

 

BBtu

One billion British thermal units.

 

 

Boe

Barrels of oil equivalent using the ratio of six thousand cubic feet of natural gas to one barrel of oil.

 

 

Boe/d

Barrels of oil equivalent per day.

 

 

Btu

British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.

 

 

Completion

The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry well, the reporting to the appropriate authority that the well has been abandoned.

 

 

CO2

Carbon dioxide.

 

 

Developed acreage

The number of acres that are assignable to productive wells.

 

 

Dry well or dry hole

An exploratory, development or extension well that proves to be incapable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well.

 

 

Enhanced oil recovery (EOR)

The use of any improved recovery method, including injection of CO2 or polymer, to remove additional oil after Secondary Recovery.

 

 

Field

An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

 

 

MBbls

One thousand barrels of crude oil, condensate, or natural gas liquids.

 

 

MBoe

One thousand barrels of crude oil equivalent.

 

 

Mcf

One thousand cubic feet of natural gas.

 

 

MMBtu

One million British thermal units.

 

 

MMcf

One million cubic feet of natural gas.

 

 

MMcf/d

Millions of cubic feet per day.

 

 

Natural gas liquids (NGLs)

Those hydrocarbons in natural gas that are separated from the gas as liquids through the process of absorption, condensation, adsorption or other methods in gas processing or cycling plants. Natural gas liquids primarily include propane, butane, isobutane, pentane, hexane and natural gasoline.

 

 

New Credit Facility

Ninth Restated Credit Agreement, dated as of March 21, 2017, by and among, Chaparral Energy, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and The Lenders and Prepetition Borrowers Party thereto.

New Revolver

A first-out revolving facility under the New Credit Facility.

5


 

New Term Loan

A second-out term loan under the New Credit Facility.

NYMEX

The New York Mercantile Exchange.

 

 

Play

A term describing an area of land following the identification by geologists and geophysicists of reservoirs with potential oil and natural gas reserves.

 

 

Prior Credit Facility

Eighth Restated Credit Agreement, dated as of April 12, 2010, by and among us, Chaparral Energy, L.L.C., in its capacity as Borrower Representative for the Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders named therein, as amended.

 

 

Proved developed reserves

Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods, or in which the cost of the required equipment is relatively minor compared to the cost of a new well.

 

 

Proved reserves

The quantities of oil and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain.

 

 

Proved undeveloped reserves

Reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.

 

 

PV-10 value

When used with respect to oil and natural gas reserves, PV-10 value means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, excluding escalations of prices and costs based upon future conditions, before income taxes, and without giving effect to non-property-related expenses, discounted to a present value using an annual discount rate of 10%.

 

 

Registration Rights Agreement

Registration Rights Agreement, dated as of March 21, 2017, by and among Chaparral Energy, Inc. and the Stockholders named therein.

 

 

Reorganization Plan

First Amended Joint Plan of Reorganization for Chaparral Energy, Inc. and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code.

 

 

SEC

The Securities and Exchange Commission.

 

 

Secondary Recovery

The recovery of oil and natural gas through the injection of liquids or gases into the reservoir, supplementing its natural energy. Secondary Recovery methods are often applied when production slows due to depletion of the natural pressure.

 

 

Senior Notes

Collectively, our 9.875% senior notes due 2020, 8.25% senior notes due 2021, and 7.625% senior notes due 2022, of which all obligations have been discharged upon consummation of our Reorganization Plan.

 

 

STACK

An acronym standing for Sooner Trend Anadarko Canadian Kingfisher. A play in the Anadarko Basin of Oklahoma in which we operate.

 

 

Undeveloped acreage

Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or natural gas regardless of whether such acreage contains proved reserves.

 

 

Unit

The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

 

 

6


 

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Chaparral Energy, Inc. and subsidiaries

Consolidated balance sheets

 

 

 

Successor

 

 

 

Predecessor

 

 

 

September 30,

 

 

 

December 31,

 

(dollars in thousands, except share data)

 

2017

 

 

 

2016

 

 

 

(unaudited)

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

22,395

 

 

 

$

186,480

 

Accounts receivable, net

 

 

63,952

 

 

 

 

46,226

 

Inventories, net

 

 

4,207

 

 

 

 

7,351

 

Prepaid expenses

 

 

2,161

 

 

 

 

3,886

 

Derivative instruments

 

 

8,130

 

 

 

 

 

Total current assets

 

 

100,845

 

 

 

 

243,943

 

Property and equipment, net

 

 

52,766

 

 

 

 

41,347

 

Oil and natural gas properties, using the full cost method:

 

 

 

 

 

 

 

 

 

Proved

 

 

707,938

 

 

 

 

4,323,964

 

Unevaluated (excluded from the amortization base)

 

 

599,885

 

 

 

 

20,353

 

Accumulated depreciation, depletion, amortization and impairment

 

 

(59,157

)

 

 

 

(3,789,133

)

Total oil and natural gas properties

 

 

1,248,666

 

 

 

 

555,184

 

Derivative instruments

 

 

5,990

 

 

 

 

 

Other assets

 

 

3,082

 

 

 

 

5,513

 

Total assets

 

$

1,411,349

 

 

 

$

845,987

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

7


 

Chaparral Energy, Inc. and subsidiaries

Consolidated balance sheets—continued

 

 

 

Successor

 

 

 

Predecessor

 

 

 

September 30,

 

 

 

December 31,

 

(dollars in thousands, except share data)

 

2017

 

 

 

2016

 

 

 

(unaudited)

 

 

 

 

 

 

Liabilities and stockholders’ equity (deficit)

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

65,069

 

 

 

$

42,442

 

Accrued payroll and benefits payable

 

 

9,466

 

 

 

 

3,459

 

Accrued interest payable

 

 

404

 

 

 

 

732

 

Revenue distribution payable

 

 

15,574

 

 

 

 

9,426

 

Long-term debt and capital leases, classified as current

 

 

4,758

 

 

 

 

469,112

 

Derivative instruments

 

 

 

 

 

 

7,525

 

Total current liabilities

 

 

95,271

 

 

 

 

532,696

 

Long-term debt and capital leases, less current maturities

 

 

319,696

 

 

 

 

 

Derivative instruments

 

 

 

 

 

 

5,844

 

Deferred compensation

 

 

561

 

 

 

 

 

Asset retirement obligations

 

 

60,614

 

 

 

 

65,456

 

Liabilities subject to compromise

 

 

 

 

 

 

1,284,144

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

Predecessor preferred stock, 600,000 shares authorized, none issued and outstanding as of December 31, 2016

 

 

 

 

 

 

 

Predecessor Class A Common stock, $0.01 par value, 10,000,000 shares authorized and 333,686 shares issued and outstanding as of December 31, 2016

 

 

 

 

 

 

4

 

Predecessor Class B Common stock, $0.01 par value, 10,000,000 shares authorized and 344,859 shares issued and outstanding as of December 31, 2016

 

 

 

 

 

 

3

 

Predecessor Class C Common stock, $0.01 par value, 10,000,000 shares authorized and 209,882 shares issued and outstanding as of December 31, 2016

 

 

 

 

 

 

2

 

Predecessor Class E Common stock, $0.01 par value, 10,000,000 shares authorized and 504,276 shares issued and outstanding as of December 31, 2016

 

 

 

 

 

 

5

 

Predecessor Class F Common stock, $0.01 par value, 1 share authorized, issued, and outstanding as of December 31, 2016

 

 

 

 

 

 

 

Predecessor Class G Common stock, $0.01 par value, 3 shares authorized and 2 shares issued and outstanding as of December 31, 2016

 

 

 

 

 

 

 

Predecessor additional paid in capital

 

 

 

 

 

 

425,231

 

Successor preferred stock, 5,000,000 shares authorized, none issued and outstanding as of September 30, 2017

 

 

 

 

 

 

 

Successor Class A Common stock, $0.01 par value, 180,000,000 shares authorized and 38,907,573 shares issued and outstanding as of September 30, 2017

 

 

389

 

 

 

 

 

Successor Class B Common stock, $0.01 par value, 20,000,000 shares authorized and 7,871,512 shares issued and outstanding as of September 30, 2017

 

 

79

 

 

 

 

 

Successor additional paid in capital

 

 

952,172

 

 

 

 

 

Accumulated deficit

 

 

(17,433

)

 

 

 

(1,467,398

)

Total stockholders' equity (deficit)

 

 

935,207

 

 

 

 

(1,042,153

)

Total liabilities and stockholders' equity (deficit)

 

$

1,411,349

 

 

 

$

845,987

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

8


 

Chaparral Energy, Inc. and subsidiaries

Consolidated statements of operations

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months

 

 

 

Three months

 

 

 

ended

 

 

 

ended

 

(in thousands, except share and per share data)

 

September 30, 2017

 

 

 

September 30, 2016

 

Revenues - commodity sales

 

$

75,947

 

 

 

$

65,847

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Lease operating

 

 

24,209

 

 

 

 

22,291

 

Transportation and processing

 

 

2,942

 

 

 

 

2,429

 

Production taxes

 

 

4,536

 

 

 

 

2,174

 

Depreciation, depletion and amortization

 

 

32,167

 

 

 

 

29,624

 

Loss on impairment of other assets

 

 

 

 

 

 

202

 

General and administrative

 

 

9,924

 

 

 

 

1,519

 

Cost reduction initiatives

 

 

34

 

 

 

 

89

 

Total costs and expenses

 

 

73,812

 

 

 

 

58,328

 

Operating income

 

 

2,135

 

 

 

 

7,519

 

Non-operating (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(5,283

)

 

 

 

(7,436

)

Derivative (losses) gains

 

 

(15,448

)

 

 

 

 

Other income (expense), net

 

 

376

 

 

 

 

(129

)

Net non-operating (expense) income

 

 

(20,355

)

 

 

 

(7,565

)

Reorganization items, net

 

 

(858

)

 

 

 

(5,504

)

Loss before income taxes

 

 

(19,078

)

 

 

 

(5,550

)

Income tax expense (benefit)

 

 

37

 

 

 

 

(59

)

Net loss

 

$

(19,115

)

 

 

$

(5,491

)

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic for Class A and Class B

 

$

(0.42

)

 

 

*

 

Diluted for Class A and Class B

 

$

(0.42

)

 

 

*

 

Weighted average shares used to compute earnings per share:

 

 

 

 

 

 

 

 

 

Basic for Class A and Class B

 

 

44,982,142

 

 

 

*

 

Diluted for Class A and Class B

 

 

44,982,142

 

 

 

*

 

 ____________________________________________________________

* Item not disclosed. See “Note 2—Earnings per share.”

 

The accompanying notes are an integral part of these consolidated financial statements.

9


 

Chaparral Energy, Inc. and subsidiaries

Consolidated statements of operations—continued

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

March 22, 2017

 

 

 

January 1, 2017

 

 

Nine months

 

 

 

through

 

 

 

through

 

 

ended

 

(in thousands, except share and per share data)

 

September 30, 2017

 

 

 

March 21, 2017

 

 

September 30, 2016

 

Revenues - commodity sales

 

$

157,803

 

 

 

$

66,531

 

 

$

180,076

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating

 

 

51,527

 

 

 

 

19,941

 

 

 

68,462

 

Transportation and processing

 

 

6,370

 

 

 

 

2,034

 

 

 

6,493

 

Production taxes

 

 

8,235

 

 

 

 

2,417

 

 

 

6,812

 

Depreciation, depletion and amortization

 

 

66,432

 

 

 

 

24,915

 

 

 

94,396

 

Loss on impairment of oil and gas assets

 

 

 

 

 

 

 

 

 

281,079

 

Loss on impairment of other assets

 

 

 

 

 

 

 

 

 

1,461

 

General and administrative

 

 

24,641

 

 

 

 

6,843

 

 

 

14,812

 

Liability management

 

 

 

 

 

 

 

 

 

9,396

 

Cost reduction initiatives

 

 

155

 

 

 

 

629

 

 

 

3,228

 

Total costs and expenses

 

 

157,360

 

 

 

 

56,779

 

 

 

486,139

 

Operating income (loss)

 

 

443

 

 

 

 

9,752

 

 

 

(306,063

)

Non-operating (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(10,984

)

 

 

 

(5,862

)

 

 

(57,243

)

Derivative (losses) gains

 

 

(4,089

)

 

 

 

48,006

 

 

 

(9,468

)

Write-off of Senior Note issuance costs, discount and premium

 

 

 

 

 

 

 

 

 

(16,970

)

Other (expense) income, net

 

 

(180

)

 

 

 

1,373

 

 

 

217

 

Net non-operating (expense) income

 

 

(15,253

)

 

 

 

43,517

 

 

 

(83,464

)

Reorganization items, net

 

 

(2,548

)

 

 

 

988,727

 

 

 

(10,859

)

(Loss) income before income taxes

 

 

(17,358

)

 

 

 

1,041,996

 

 

 

(400,386

)

Income tax expense

 

 

75

 

 

 

 

37

 

 

 

165

 

Net (loss) income

 

$

(17,433

)

 

 

$

1,041,959

 

 

$

(400,551

)

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic for Class A and Class B

 

$

(0.39

)

 

 

*

 

 

*

 

Diluted for Class A and Class B

 

$

(0.39

)

 

 

*

 

 

*

 

Weighted average shares used to compute earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic for Class A and Class B

 

 

44,982,142

 

 

 

*

 

 

*

 

Diluted for Class A and Class B

 

 

44,982,142

 

 

 

*

 

 

*

 

____________________________________________________________

* Item not disclosed. See “Note 2—Earnings per share.”

 

The accompanying notes are an integral part of these consolidated financial statements.

10


 

Chaparral Energy, Inc. and subsidiaries

Consolidated statements of stockholders’ equity (deficit)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

paid in

 

 

Accumulated

 

 

 

 

 

(dollars in thousands)

 

Shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

Total

 

Balance at December 31, 2016 - Predecessor

 

 

1,392,706

 

 

$

14

 

 

$

425,231

 

 

$

(1,467,398

)

 

$

(1,042,153

)

Restricted stock forfeited

 

 

(1,454

)

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock cancelled

 

 

(8,964

)

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

194

 

 

 

 

 

 

194

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,041,959

 

 

 

1,041,959

 

Balance at March 21, 2017 - Predecessor

 

 

1,382,288

 

 

 

14

 

 

 

425,425

 

 

 

(425,439

)

 

 

 

Cancellation of Predecessor equity

 

 

(1,382,288

)

 

 

(14

)

 

 

(425,425

)

 

 

425,439

 

 

 

 

Balance at March 21, 2017 - Predecessor

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of Successor common stock - rights offering

 

 

4,197,210

 

 

$

42

 

 

$

49,985

 

 

$

 

 

$

50,027

 

Issuance of Successor common stock - backstop premium

 

 

367,030

 

 

 

4

 

 

 

 

 

 

 

 

4

 

Issuance of Successor common stock - settlement of claims

 

 

40,417,902

 

 

 

404

 

 

 

898,510

 

 

 

 

 

 

898,914

 

Issuance of Successor warrants

 

 

 

 

 

 

 

118

 

 

 

 

 

 

118

 

Balance at March 21, 2017 - Successor

 

 

44,982,142

 

 

 

450

 

 

 

948,613

 

 

 

 

 

 

949,063

 

Stock-based compensation

 

 

1,796,943

 

 

 

18

 

 

 

3,559

 

 

 

 

 

 

3,577

 

Net income

 

 

 

 

 

 

 

 

 

 

 

(17,433

)

 

 

(17,433

)

Balance at September 30, 2017 - Successor

 

 

46,779,085

 

 

$

468

 

 

$

952,172

 

 

$

(17,433

)

 

$

935,207

 

 

The accompanying notes are an integral part of these consolidated financial statements.

11


 

Chaparral Energy, Inc. and subsidiaries

Consolidated statements of cash flows

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

March 22, 2017

 

 

 

January 1, 2017

 

 

Nine months

 

 

 

through

 

 

 

through

 

 

ended

 

(in thousands)

 

September 30, 2017

 

 

 

March 21, 2017

 

 

September 30, 2016

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(17,433

)

 

 

$

1,041,959

 

 

$

(400,551

)

Adjustments to reconcile net loss to net cash provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash reorganization items

 

 

 

 

 

 

(1,012,090

)

 

 

 

Depreciation, depletion and amortization

 

 

66,432

 

 

 

 

24,915

 

 

 

94,396

 

Loss on impairment of assets

 

 

 

 

 

 

 

 

 

282,540

 

Write-off of Senior Note issuance costs, discount and premium

 

 

 

 

 

 

 

 

 

16,970

 

Derivative losses (gains)

 

 

4,089

 

 

 

 

(48,006

)

 

 

9,468

 

Loss (gain) on sale of assets

 

 

876

 

 

 

 

(206

)

 

 

128

 

Other

 

 

1,300

 

 

 

 

645

 

 

 

2,832

 

Change in assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(16,082

)

 

 

 

198

 

 

 

(4,866

)

Inventories

 

 

2,683

 

 

 

 

466

 

 

 

2,758

 

Prepaid expenses and other assets

 

 

2,560

 

 

 

 

(497

)

 

 

(370

)

Accounts payable and accrued liabilities

 

 

(13,369

)

 

 

 

8,733

 

 

 

24,026

 

Revenue distribution payable

 

 

4,549

 

 

 

 

(1,875

)

 

 

1,173

 

Deferred compensation

 

 

2,565

 

 

 

 

143

 

 

 

(5,384

)

Net cash provided by operating activities

 

 

38,170

 

 

 

 

14,385

 

 

 

23,120

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures for property, plant, and equipment and oil and natural gas properties

 

 

(114,358

)

 

 

 

(31,179

)

 

 

(119,994

)

Proceeds from asset dispositions

 

 

7,791

 

 

 

 

1,884

 

 

 

954

 

Proceeds from derivative instruments

 

 

15,143

 

 

 

 

1,285

 

 

 

90,590

 

Cash in escrow

 

 

42

 

 

 

 

 

 

 

49

 

Net cash used in investing activities

 

 

(91,382

)

 

 

 

(28,010

)

 

 

(28,401

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

 

33,000

 

 

 

 

270,000

 

 

 

181,000

 

Repayment of long-term debt

 

 

(1,154

)

 

 

 

(444,785

)

 

 

(1,563

)

Proceeds from rights offering, net