COST: 1.4 $B
VOLUMES: 36 MBOE/d
ACRES: 172000 Acres
COST: 2.6 $B
VOLUMES: 835 Mmcf/d
ACRES: 113000 Acres
COST: 450 $MM
VOLUMES: 19 MBOE/d
ACRES: 172000 Acres
COST: 1 $B
VOLUMES: 649 Mmcf/d
COST: 3.977 $B
VOLUMES: 47 MBOE/d
ACRES: 420000 Acres
COST: 2 $B
VOLUMES: 600 Mmcfe/d
ACRES: 900000
COST: 500 $MM
VOLUMES: 23 MBOE/d
ACRES: 238000 Acres
COST: 465 $MM
VOLUMES: 50 Mmcf/d
ACRES: 41500 Acres
VOLUMES: 65 MBOE/d
ACRES: 215000 Acres
COST: 385 $MM
ACRES: 473000 Acres
COST: 470 $MM
VOLUMES: 3.8 MBOE/d
ACRES: 42000 Acres
OKLAHOMA CITY, Feb. 2, 2021 /PRNewswire/ -- Chesapeake Energy Corporation ("Chesapeake") today announced the pricing of the previously announced offering by its wholly-owned indirect subsidiary, Chesapeake Escrow Issuer LLC (the "Issuer") of $500 million aggregate principal amount of 5.500% senior notes due 2026 (the "2026 Notes") and $500 million aggregate principal amount of 5.875% senior notes due 2029 (the "2029 Notes, and collectively with the 2026 Notes, the "Notes") pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). The 2026 Notes will be sold at 100% of the aggregate principal amount and will have a maturity date of February 1, 2026. The 2029 Notes will be sold at 100% of the aggregate principal amount and will have a maturity date of February 1, 2029. The closing of the offering of the Notes is expected to occur on or about February 5, 2021, subject to customary closing conditions. The Notes were offered as part of a series of exit financing transactions being undertaken in connection with a restructuring of Chesapeake and certain of its subsidiaries (collectively, the "Debtors"), to be effected through a plan of reorganization under Chapter 11 of title 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of Texas substantially on the terms of the Debtors' Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, filed January 12, 2021 (as it may be amended, supplemented or modified, the "Plan") and approved by the Bankruptcy Court on January 16, 2021 (the "Chapter 11 Cases"). If the Notes are issued prior to satisfaction of certain escrow release conditions, which include the occurrence of the effective date of the Plan (the "Effective Date"), the Issuer will deposit the gross proceeds of the offering for each series of the Notes into a segregated escrow account for each series of the Notes (each, an "Escrow Account"). The Notes of each series will be secured by a lien on amounts deposited in the Escrow Account until such amounts are released upon satisfaction of the escrow release conditions. On the Effective Date, the Escrow Issuer will merge with and into Chesapeake with Chesapeake continuing as the surviving entity, and the Notes will be assumed by Chesapeake. The proceeds of the offering, together with cash on hand and the anticipated proceeds from the other exit financing transactions, including borrowings under a new revolving credit facility and a rights offering of new shares of common stock, will be used to fund the distributions provided for under the Plan, including the repayment of Chesapeake's debtor-in-possession facility and certain fees, commissions and expenses related to Chesapeake's emergence from bankruptcy.
The Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This release may contain "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements are based on certain assumptions based on management's views, estimates, beliefs as of the time of these statements regarding future events and results. When used in this release, words such as "will," "potential," "believe," "estimate," "intend," "expect," "may," "should," "anticipate," "could," "plan," "predict," "strategy," "future" or their negatives or other words that convey the uncertainty of future events or outcomes, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements involve uncertainties and are subject to many risks and variables. Actual future events may differ materially from those expressed in these forward-looking statements as a result of a number of factors related to our Chapter 11 cases, which are set forth in our risk factors described in our Offering Memorandum, dated as of February 2, 2021, 2019 Annual Report on Form 10-K, 2020 First Quarterly Report on Form 10-Q, 2020 Second Quarterly Report on Form 10-Q , 2020 Third Quarterly Report on Form 10-Q and Current Report on Form 8-K filed with the SEC on January 19, 2021 available at the SEC's website at www.sec.gov. Although we believe our forward-looking statements are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (partially or in full) or will prove to have been correct. In light of the above, the events anticipated by our forward-looking statements may not occur, and, if any of such events do, we may not have correctly anticipated timing or the extent of their impact. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake 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. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 2, 2021 /PRNewswire/ -- Chesapeake Energy Corporation ("Chesapeake") today announced that, subject to market conditions, Chesapeake's wholly-owned indirect subsidiary, Chesapeake Escrow Issuer LLC (the "Issuer"), intends to offer $500 million aggregate principal amount of senior notes due 2026 (the "2026 Notes") and $500 million aggregate principal amount of senior notes due 2029 (the "2029 Notes, and collectively with the 2026 Notes, the "Notes") pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). The offering of the Notes is part of a series of exit financing transactions being undertaken in connection with a restructuring of Chesapeake and certain of its subsidiaries (collectively, the "Debtors"), to be effected through a plan of reorganization under Chapter 11 of title 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of Texas substantially on the terms of the Debtors' Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, filed January 12, 2021 (as it may be amended, supplemented or modified, the "Plan") and approved by the Bankruptcy Court on January 16, 2021 (the "Chapter 11 Cases"). If the Notes are issued prior to satisfaction of certain escrow release conditions, which include the occurrence of the effective date of the Plan (the "Effective Date"), the Issuers will deposit the gross proceeds of the offering for each series of Notes into a segregated escrow account for each series of Notes (each, an "Escrow Account"). The Notes of each series will be secured by a lien on amounts deposited in the applicable Escrow Account until such amounts are released upon satisfaction of the escrow release conditions. On the Effective Date, the Escrow Issuer will merge with and into Chesapeake with Chesapeake continuing as the surviving entity, and the Notes will be assumed by Chesapeake. The proceeds of the offering, together with cash on hand and the anticipated proceeds from the other exit financing transactions, including borrowings under a new revolving credit facility and a rights offering of new shares of common stock, will be used to fund the distributions provided for under the Plan, including the repayment of Chesapeake's debtor-in-possession facility and certain fees, commissions and expenses related to Chesapeake's emergence from bankruptcy.
The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This release may contain "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements are based on certain assumptions based on management's views, estimates, and beliefs as of the time of these statements regarding future events and results. When used in this release, words such as "will," "potential," "believe," "estimate," "intend," "expect," "may," "should," "anticipate," "could," "plan," "predict," "strategy," "future" or their negatives or other words that convey the uncertainty of future events or outcomes, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements involve uncertainties and are subject to many risks and variables. Actual future events may differ materially from those expressed in these forward-looking statements as a result of a number of factors related to our Chapter 11 cases, which are set forth in our risk factors described in our 2019 Annual Report on Form 10-K, 2020 First Quarterly Report on Form 10-Q, 2020 Second Quarterly Report on Form 10-Q , 2020 Third Quarterly Report on Form 10-Q and Current Report on Form 8-K filed with the SEC on January 19, 2021 available at the SEC's website at www.sec.gov. Although we believe our forward-looking statements are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (partially or in full) or will prove to have been correct. In light of the above, the events anticipated by our forward-looking statements may not occur, and, if any of such events do, we may not have correctly anticipated timing or the extent of their impact. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake 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. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, June 29, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that the U.S. Bankruptcy Court for the Southern District of Texas ("the Court") has approved the Company's motions seeking a variety of "first-day" relief, including authority to pay owner royalties, employee wages and benefits, and certain vendors and suppliers in the ordinary course for goods and services provided.
Chesapeake intends to use the proceedings to strengthen its balance sheet and restructure its legacy contractual obligations to achieve a more sustainable capital structure. Chesapeake will operate in the ordinary course during the Chapter 11 process.
The Court has also approved, on an interim basis, the Company's $925 million in debtor-in-possession ("DIP") financing, which Chesapeake has secured from certain lenders under its revolving credit facility. The DIP financing will provide Chesapeake the capital necessary to fund its operations during the Court-supervised Chapter 11 reorganization proceedings.
Additional information regarding Chesapeake's Chapter 11 filing is available at http://www.chk.com/restructuring-information. Court filings and information about the claims process are available at https://dm.epiq11.com/chesapeake. Questions should be directed to the Company's claims agent by email to chesapeakeinfo@epiqglobal.com or by phone at 855-907-2082 (toll free) or 503-520-4448 (toll).
Kirkland & Ellis LLP is serving as legal counsel, Alvarez & Marsal is serving as restructuring advisor, Rothschild & Co and Intrepid Financial Partners are serving as financial advisors, and Reevemark is serving as communications advisor to the Company.
Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Company's Board of Directors.
Sidley Austin LLP is serving as legal counsel, RPA Advisors, LLC is serving as financial advisor, and Houlihan Lokey Capital, Inc. is serving as investment banker to MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. are serving as co-legal counsel and Perella Weinberg Partners and Tudor, Pickering, Holt & Co. are serving as investment bankers to an ad hoc group of the Company's first lien last out term loan lenders.
Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel, FTI Consulting, Inc. is serving as financial advisor, and Moelis & Company LLC is serving as investment banker to Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, June 29, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (the "Company") today was notified by the New York Stock Exchange ("NYSE") of its determination to commence proceedings to delist the Company's common stock and to suspend trading of the Company's common stock due to the Company's decision to voluntarily file for reorganization under Chapter 11 of the Bankruptcy Code. The Company anticipates that effective June 30, 2020 its common stock will commence trading on the OTC Pink Market under the symbol "CHKAQ." The transition to the over-the-counter market will not affect the Company's business operations.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release 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. Forward-looking statements are statements other than statements of historical fact. These forward-looking statements are generally identified by the words "believe," "expect," "anticipate," "estimate," "intend," "plan," "may," "should," "could," "will," "would," and "will be," and variations of such words and similar expressions, although not all forward-looking statements contain these identifying words. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results are described under "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and any updates to those factors set forth in the Company's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, June 28, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today announced that the Company has voluntarily filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas ("the Court") to facilitate a comprehensive balance sheet restructuring. Chesapeake intends to use the proceedings to strengthen its balance sheet and restructure its legacy contractual obligations to achieve a more sustainable capital structure. Chesapeake will operate in the ordinary course during the Chapter 11 process.
Chesapeake entered into a Restructuring Support Agreement ("RSA") with 100% of the lenders under its revolving credit facility, holders of approximately 87% of the obligations under its Term Loan Agreement, approximately 60% of its senior secured second lien notes due 2025, and approximately 27% of its senior unsecured notes, pursuant to which Chesapeake will implement a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt.
As part of the RSA, the Company has secured $925 million in debtor-in-possession ("DIP") financing from certain lenders under Chesapeake's revolving credit facility, which will be available upon Court approval. The financing package will provide Chesapeake the capital necessary to fund its operations during the Court-supervised Chapter 11 reorganization proceedings. The Company and certain lenders under Chesapeake's revolving credit facility have also agreed to the principal terms of a $2.5 billion exit financing, consisting of a new $1.75 billion revolving credit facility and a new $750 million term loan. Additionally, the Company has the support of its term loan lenders and secured note holders to backstop a $600 million rights offering upon exit.
Doug Lawler, Chesapeake's President and Chief Executive Officer, stated, "We are fundamentally resetting Chesapeake's capital structure and business to address our legacy financial weaknesses and capitalize on our substantial operational strengths. By eliminating approximately $7 billion of debt and addressing the legacy contractual obligations that have hindered our performance, we are positioning Chesapeake to capitalize on our diverse operating platform and proven track record of improving capital and operating efficiencies and technical excellence. With these demonstrated strengths, and the benefit of an appropriately sized capital structure, Chesapeake will be uniquely positioned to emerge from the Chapter 11 process as a stronger and more competitive enterprise."
Lawler added, "In addition to securing financing to fund our ongoing operations and facilitate our exit from this process, we are pleased to have the support of our term loan lenders and secured note holders to backstop a $600 million rights offering, demonstrating their confidence in Chesapeake's operating platform and future. We deeply appreciate the hard work and commitment of our employees, who remain focused on safely and efficiently executing our business. We look forward to working productively with our suppliers, business partners and all stakeholders throughout this process."
Lawler concluded, "Over the last several years, our dedicated employees have transformed Chesapeake's business — improving capital efficiency and operational performance, eliminating costs, reducing debt and diversifying our portfolio. Despite having removed over $20 billion of leverage and financial commitments, we believe this restructuring is necessary for the long-term success and value creation of the business."
Chesapeake has filed customary motions with the Court seeking a variety of "first-day" relief, including authority to pay owner royalties, employee wages and benefits, and certain vendors and suppliers in the ordinary course for goods and services provided.
Additional information regarding Chesapeake's Chapter 11 filing will be available at http://www.chk.com/restructuring-information. Court filings and information about the claims process are available at https://dm.epiq11.com/chesapeake. Questions should be directed to the Company's claims agent by email to chesapeakeinfo@epiqglobal.com or by phone at 855-907-2082 (toll free) or 503-520-4448 (toll).
The entities included in the filing are: Chesapeake Energy Corporation; Brazos Valley Longhorn Finance Corp.; Brazos Valley Longhorn, LLC; Burleson Sand LLC; Burleson Water Resources, LLC; Chesapeake AEZ Exploration, L.L.C.; Chesapeake Appalachia, L.L.C.; Chesapeake E&P Holding, L.L.C.; Chesapeake Energy Louisiana, LLC; Chesapeake Energy Marketing, L.L.C.; Chesapeake Exploration, L.L.C.; Chesapeake Land Development Company, L.L.C.; Chesapeake Louisiana, L.P.; Chesapeake Midstream Development, L.L.C.; Chesapeake NG Ventures Corporation; Chesapeake Operating, L.L.C.; Chesapeake Plains, LLC; Chesapeake Royalty, L.L.C.; Chesapeake VRT, L.L.C.; Chesapeake-Clements Acquisition, L.L.C.; CHK Energy Holdings, Inc.; CHK NGV Leasing Company, L.L.C.; CHK Utica, L.L.C.; Compass Manufacturing, L.L.C.; EMLP, L.L.C.; Empress Louisiana Properties, L.P.; Empress, L.L.C.; Esquisto Resources II, LLC; GSF, L.L.C.; MC Louisiana Minerals, L.L.C.; MC Mineral Company, L.L.C.; MidCon Compression, L.L.C.; Nomac Services, L.L.C.; Northern Michigan Exploratory Company, L.L.C.; Petromax E&P Burleson, LLC; Sparks Drive SWD, Inc.; WHE AcqCo., LLC; WHR Eagle Ford LLC; WildHorse Resources II, LLC; WildHorse Resources Management Company, LLC; and Winter Moon Energy Corporation.
Kirkland & Ellis LLP is serving as legal counsel, Alvarez & Marsal is serving as restructuring advisor, Rothschild & Co and Intrepid Financial Partners are serving as financial advisors, and Reevemark is serving as communications advisor to the Company.
Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Company's Board of Directors.
Sidley Austin LLP is serving as legal counsel, RPA Advisors, LLC is serving as financial advisor, and Houlihan Lokey Capital, Inc. is serving as investment banker to MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. are serving as co-legal counsel and Perella Weinberg Partners and Tudor, Pickering, Holt & Co. are serving as investment bankers to an ad hoc group of the Company's first lien last out term loan lenders.
Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel, FTI Consulting, Inc. is serving as financial advisor, and Moelis & Company LLC is serving as investment banker to Franklin Advisers, Inc.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements regarding: (i) the effect of the Chapter 11 reorganization and sufficiency of the financing package; (ii) our ability to continue implementing operating efficiencies and technical developments; and (iii) our ability to capitalize on the reorganization and emerge as a stronger and more competitive enterprise. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Important risks, assumptions and other important factors that could cause future results to differ materially from those expressed in the forward-looking statements are described under "Risk Factors" in Item 1A of our annual report on Form 10-K for the year ended December 31, 2019. Chesapeake undertakes no obligation to release publicly any revisions to any forward looking statements, to report events or to report the occurrence of unanticipated events.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, May 11, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has filed its Form 10-Q for the three-month period ended March 31, 2020 and, in light of the unprecedented market environment, has withdrawn the financial outlook it previously provided on February 26, 2020.
The Company is currently working with its financial and legal advisors to best position Chesapeake for the future, including analyzing all available strategic alternatives to address its capital structure and improve its financial position. The Company continues to prudently manage its capital expenditure program and operating cost structure.
The Company's Form 10-Q for the three months ended March 31, 2020 and current reports on Form 8-K are available at http://www.chk.com/investors/sec-filings. The Company will not hold a conference call or webcast to discuss its results for the quarter.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
ir@chk.com | media@chk.com |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 23, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) ("Chesapeake") announced today that its Board of Directors adopted a shareholder rights plan designed to protect the availability of Chesapeake's net operating loss carryforwards ("NOLs") under the Internal Revenue Code ("Section 382 Rights Plan").
As of December 31, 2019, Chesapeake had U.S. federal NOLs of approximately $7.6 billion available to offset its future federal taxable income. Chesapeake's ability to use these NOLs would be substantially limited if it experienced an "ownership change" within the meaning of Section 382 of the Internal Revenue Code. In general, a company would undergo an ownership change if its "5-percent shareholders" (determined under Section 382) increased their collective ownership of such company's stock by more than 50 percentage points over a rolling three-year period.
The Section 382 Rights Plan is similar to those adopted by other public companies with significant NOLs. The Section 382 Rights Plan is designed to prevent any "ownership change" that could negatively impact the availability of its NOLs, and is intended to help ensure that the Board of Directors is in the best position to discharge its fiduciary duties.
Under the Section 382 Rights Plan, the rights will initially trade with Chesapeake's common stock and will generally become exercisable only if a person (or any persons acting as a group) acquires 4.9% or more of Chesapeake's outstanding common stock. The Section 382 Rights Plan does not aggregate the ownership of shareholders "acting in concert" unless and until they have formed a group under applicable securities laws. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of common stock at a 50% discount or Chesapeake may exchange each right held by such holders for one share of common stock. Under the Section 382 Rights Plan, any person which currently owns 4.9% or more of Chesapeake's common stock may continue to own its shares of common stock but may not acquire any additional shares without triggering the Section 382 Rights Plan. Chesapeake's Board of Directors has the discretion to exempt any person or group from the provisions of the Section 382 Rights Plan.
The Section 382 Rights Plan will expire on the close of business on the day following the certification of the voting results for the 2021 annual meeting, unless Chesapeake's shareholders ratify the Section 382 Rights Plan at or prior to such meeting, in which case it will continue in effect until April 22, 2023, unless terminated earlier in accordance with its terms.
Additional information about the Section 382 Rights Plan is available on a Form 8-K filed by Chesapeake with the U.S. Securities and Exchange Commission.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements regarding the operation or effects of the Section 382 Rights Plan and to the use of NOLs to offset future taxable income. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Important risks, assumptions and other important factors that could cause future results to differ materially from those expressed in the forward-looking statements are described under "Risk Factors" in Item 1A of our annual report on Form 10-K for the year ended December 31, 2019. Chesapeake undertakes no obligation to release publicly any revisions to any forward looking statements, to report events or to report the occurrence of unanticipated events.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 17, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it has suspended payment of dividends on each series of its outstanding convertible preferred stock effective immediately. Suspension of the dividend does not constitute an event of default under any of the company's debt instruments.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 13, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) (the "Company") today announced that, at a special meeting of shareholders of the Company held on April 13, 2020, its shareholders voted to approve: (i) a proposal authorizing the Board of Directors of the Company to effect a reverse stock split of the Company's issued and outstanding common stock at a ratio ranging from 1-for-50 (1:50) to 1-for-200 (1:200) and (ii) a proposal to reduce the total number of authorized shares of the Company's common stock as determined by a formula based on two-thirds of the reverse stock split ratio. Following the special meeting of shareholders, the Board of Directors approved a 1-for-200 reverse stock split. A Certificate of Amendment to the Company's Restated Certificate of Incorporation that gives effect to the reverse stock split and the authorized shares reduction has been filed with the Oklahoma Secretary of State and will become effective at 5:00 p.m. Central Time on April 14, 2020. The Company's common stock will begin trading on a split-adjusted basis on the New York Stock Exchange (NYSE) at the market open on April 15, 2020.
The reverse stock split is intended to, among other things, increase the per share trading price of the Company's common shares to satisfy the $1.00 minimum bid price requirement for continued listing on the NYSE. As a result of the reverse stock split, each 200 pre-split shares of common stock outstanding will automatically be combined into one issued and outstanding share of common stock without any action on the part of the shareholder. No fractional shares of common stock will be issued as a result of any reverse stock split. Instead, in lieu of any fractional shares to which a shareholder of record would otherwise be entitled as a result of the reverse stock split, the Company will pay cash (without interest) to such shareholder. Once effective, the number of outstanding shares of common stock will be reduced from approximately 1.957 billion as of April 10, 2020 to approximately 9.784 million shares (without giving effect to the liquidation of fractional shares). The total number of shares of common stock that the Company is authorized to issue will also be reduced from 3,000,000,000 to 22,500,000 shares.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release 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, including, without limitation, statements about the reverse stock split, authorized shares reduction and the related timing of implementation and effects thereof. Forward-looking statements are statements other than statements of historical fact. These forward-looking statements are generally identified by the words "believe," "expect," "anticipate," "estimate," "intend," "plan," "may," "should," "could," "will," "would," and "will be," and variations of such words and similar expressions, although not all forward-looking statements contain these identifying words. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results are described under "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and any updates to those factors set forth in the Company's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 9, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) (the "Company") today announced that it has set an expected effective date for the Company's reverse stock split, subject to shareholder approval of the reverse stock split at a special meeting of shareholders to be held on April 13, 2020. The reverse stock split proposal includes a proposed reverse stock split ratio within a range between and including one-for-fifty (1:50) and one-for-two-hundred (1:200). If shareholder approval is obtained, the final ratio will be determined by the Company's Board of Directors. If approved, the reverse stock split is expected to become effective at 5:00 p.m., Central Time, on April 14, 2020, and the shares will begin trading on the split-adjusted basis on The New York Stock Exchange ("NYSE") under the Company's existing trading symbol "CHK" on April 15, 2020. The reverse stock split is intended to, among other things, increase the per share trading price of the Company's common shares to satisfy the $1.00 minimum bid price requirement for continued listing on the NYSE.
As a result of the reverse stock split, every 50 to 200 (as determined by the Company's Board of Directors) shares of the Company's common stock will automatically combine into one share, and the number of shares of common stock outstanding will be reduced. If approved, the Company's total number of authorized shares of common stock will be reduced as determined by a formula based on two-thirds of the applicable reverse stock split ratio. However, since the reduction of authorized shares of common stock will be implemented using a smaller ratio than the reverse stock split, the aggregate effect of the reverse stock split and authorized shares reduction will be to increase proportionately the number of authorized shares of the Company's common stock. The authorized shares reduction will not have any effect on the rights of existing shareholders, and the par value of the common stock will remain unchanged at $0.01 per share. No fractional shares of common stock will be issued as a result of any reverse stock split. Instead, in lieu of any fractional shares to which a shareholder of record would otherwise be entitled as a result of the reverse stock split, the Company will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the Company's common stock during regular trading hours for the five consecutive trading days immediately preceding the reverse stock split's effective date (with such average closing sales prices being adjusted to give effect to the reverse stock split).
The reverse stock split will affect all shareholders uniformly and will not affect any shareholder's percentage ownership interests in the Company, except to the extent that the reverse stock split results in any of our shareholders owning a fractional share.
The Company's transfer agent, Computershare Trust Company, N.A. ("Computershare"), will act as the exchange agent for the reverse stock split and will provide to shareholders of record (who hold all of their shares of the Company's common stock electronically in book-entry form) a transaction statement at their address of record indicating the number of new post-split shares of the Company's common stock they hold after the reverse stock split, along with payment in lieu of any fractional shares. Banks, brokers or other nominees will be instructed by Computershare to effect the reverse stock split for their beneficial holders holding shares of the Company's common stock in "street name"; however, these banks, brokers or other nominees may apply their own specific procedures for processing the reverse stock split and making payment for fractional shares.
The Company filed and mailed its definitive proxy material on March 20, 2020. The Company encourages shareholders to read the proxy statement and other material relating to the special meeting, as it contains important information.
Important Information about the Reverse Stock Split
This communication may be deemed to be solicitation material in connection with the proposals to be submitted to the Company's shareholders at its special meeting seeking approval to effect a reverse stock split and a reduction in the number of authorized shares of its common stock. In connection with the reverse stock split and authorized shares reduction, the Company has filed a definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the "SEC"). Shareholders are urged to read the definitive proxy statement and all other relevant documents filed with the SEC, because they contain important information about the reverse stock split and authorized shares reduction.
Investors and security holders may obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC on the Company's investor website at www.chk.com/investors/sec-filings.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in respect of the reverse stock split and authorized shares reduction. Information about the directors and executive officers of the Company is set forth in the Company's proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 5, 2019. Investors may obtain additional information regarding the interests of the Company and its directors and executive officers in the reverse stock split and authorized shares reduction by reading the definitive proxy statement relating to the special meeting.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release 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, including, without limitation, statements about the reverse stock split, authorized shares reduction and the related timing thereof and the special meeting of the Company's shareholders. Forward-looking statements are statements other than statements of historical fact. These forward-looking statements are generally identified by the words "believe," "expect," "anticipate," "estimate," "intend," "plan," "may," "should," "could," "will," "would," and "will be," and variations of such words and similar expressions, although not all forward-looking statements contain these identifying words. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results are described under "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and any updates to those factors set forth in the Company's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
NEW YORK, April 3, 2020 /PRNewswire/ -- InvestorsObserver issues critical PriceWatch Alerts for CAPR, CHK, ECOR, GM, and MGM.
To see how InvestorsObserver's proprietary scoring system rates these stocks, view the InvestorsObserver's PriceWatch Alert by selecting the corresponding link.
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InvestorsObserver's PriceWatch Alerts are based on our proprietary scoring methodology. Each stock is evaluated based on short-term technical, long-term technical and fundamental factors. Each of those scores is then combined into an overall score that determines a stock's overall suitability for investment.
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SOURCE InvestorsObserver
OKLAHOMA CITY, Feb. 26, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2019 full year and fourth quarter and released its annual guidance. Highlights from Chesapeake's projected 2020 program include:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "We are pleased to highlight our strong 2019 operational performance, delivering fourth quarter oil production of 126,000 barrels (bbls) of oil per day and increasing our oil mix to 26% of total production, the highest percentage in company history. These results, combined with certain lower cash costs, yielded adjusted EBITDAX growth of 19%, or 15% per barrel of oil equivalent (boe), compared to the 2018 fourth quarter, when we had significantly higher commodity prices. Our focus on shifting our portfolio composition and capital allocation to more oil and our commitment to cost leadership are resulting in improved financial performance, even at lower prices. We also made additional progress improving our balance sheet during the quarter, eliminating approximately $900 million in debt through capital markets transactions, and consolidating our $1.5 billion Brazos Valley unrestricted subsidiary.
"Our performance in 2019 positions us to target free cash flow in 2020. We plan to allocate approximately 80% of our projected 2020 capital expenditure program of $1.3 to $1.6 billion to our highest-margin oil opportunities. We expect oil production will remain relatively flat year over year, while total production is projected to decrease as gas volumes decline. In addition to cutting our 2020 capital program by approximately 30% compared to 2019, we expect to further improve our cost structure by reducing production and G&A expenses by over 10% year over year. We also plan to further enhance our liquidity by funding our 2020 maturities with $300 to $500 million in proceeds from expected non-core asset sales. We remain fully committed to strengthening our company in 2020 by achieving free cash flow, improving well productivity and capturing further cash costs savings."
2019 Full Year Results
For the 2019 full year, Chesapeake reported a net loss of $308 million and a net loss available to common stockholders of $416 million, or $0.25 per diluted share, compared to net income of $228 million and net income available to common stockholders of $133 million, or $0.15 per diluted share, in 2018. Adjusting for items that are typically excluded by securities analysts, the 2019 full year adjusted net loss attributable to Chesapeake was $454 million, or $0.27 per diluted share, compared to an adjusted net loss attributable to Chesapeake of $140 million, or $0.15 per diluted share in 2018, while the company's adjusted EBITDAX was $2.530 billion, compared to $2.380 billion in 2018. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 13 - 17 of this release.
Average daily production for 2019 was approximately 484,000 boe and consisted of approximately 118,000 bbls of oil, 1.995 billion cubic feet (bcf) of natural gas and 33,000 bbls of natural gas liquids (NGL). Average daily production for 2018 was approximately 521,000 boe and consisted of approximately 90,000 bbls of oil, 2.278 bcf of natural gas and 52,000 bbls of NGL. The increase in oil production of approximately 30% during 2019 was primarily driven by the WildHorse acquisition, while our legacy oil portfolio contributed 6% growth excluding acquisitions and divestitures.
In 2019, gathering, processing and transportation (GP&T) expenses were $6.13 per boe compared to $7.35 per boe in 2018. Production expenses in 2019 were $2.94 per boe compared to $2.50 per boe in 2018. This decrease in GP&T and increase in production expenses were primarily driven by the divestiture of the company's Utica Shale properties in Ohio in 2018 and the 2019 acquisition of WildHorse, respectively. On a per boe basis, these combined expense categories decreased 8% year over year. G&A expenses (including stock-based compensation) were $1.78 per boe in 2019, compared to $1.76 per boe in 2018.
2019 Fourth Quarter Results
For the 2019 fourth quarter, Chesapeake reported a net loss of $324 million and a net loss available to common stockholders of $346 million, or $0.18 per diluted share, compared to net income of $605 million and net income available to common stockholders of $576 million, or $0.57 per diluted share, for the fourth quarter 2018. Adjusting for items typically excluded by securities analysts, the 2019 fourth quarter adjusted net loss attributable to Chesapeake was $80 million, or $0.04 per share, while adjusted EBITDAX was $665 million. For the 2018 fourth quarter, adjusted net income attributable to Chesapeake was $32 million, while adjusted EBITDAX was $561 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 13 - 17 of this release.
Average daily production for the 2019 fourth quarter was approximately 477,000 boe and consisted of approximately 126,000 bbls of oil, 1.935 bcf of natural gas and 29,000 bbls of NGL. Average daily production for the 2018 fourth quarter was approximately 464,000 boe and consisted of approximately 87,000 bbls of oil, 2.009 bcf of natural gas and 42,000 bbls of NGL. Overall, fourth quarter oil production grew approximately 45% from the 2018 fourth quarter, and represented approximately 26% of the company's total production, the highest oil mix in Chesapeake's history, compared to 19% in the 2018 fourth quarter.
Despite lower average prices for its oil, natural gas and NGL production, Chesapeake's operating margin increased in the 2019 fourth quarter compared to the 2018 fourth quarter, due to an increase in oil production mix and a decrease in certain cash costs. GP&T and G&A expenses decreased by $76 million, or approximately $2.00 per boe, while production expense increased $21 million, or $0.38 per boe, as compared to the same quarter in 2018.
Capital Spending Overview
Chesapeake invested total capital expenditures of approximately $487 million during the 2019 fourth quarter, including capitalized interest of $6 million, compared to approximately $476 million in the 2018 fourth quarter. For 2020, the company's projected capital expenditure program is $1.3 to $1.6 billion, compared to $2.245 billion in 2019, with approximately 80% expected to be allocated to higher-margin oil opportunities. See tables below for a summary of 2019 fourth quarter and full year activity and expenditures.
Three Months Ended December 31, | ||||||||
2019 | 2018 | |||||||
Gross | Net | Gross | Net | |||||
Operated activity comparison | ||||||||
Average rig count | 15 | 10 | 18 | 11 | ||||
Wells spud | 75 | 50 | 82 | 52 | ||||
Wells completed | 78 | 60 | 107 | 66 | ||||
Wells connected | 89 | 65 | 119 | 71 |
Years Ended December 31, | ||||||||
2019 | 2018 | |||||||
Gross | Net | Gross | Net | |||||
Operated activity comparison | ||||||||
Average rig count | 18 | 12 | 17 | 11 | ||||
Wells spud | 333 | 233 | 322 | 210 | ||||
Wells completed | 370 | 273 | 351 | 239 | ||||
Wells connected | 375 | 273 | 347 | 231 |
Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
Type of cost ($ in millions) | ||||||||||||||||
Drilling and completion capital expenditures | $ | 467 | $ | 455 | $ | 2,148 | $ | 2,021 | ||||||||
Leasehold and additions to other PP&E | 14 | 18 | 73 | 63 | ||||||||||||
Subtotal capital expenditures | $ | 481 | $ | 473 | $ | 2,221 | $ | 2,084 | ||||||||
Capitalized interest | 6 | 3 | 24 | 16 | ||||||||||||
Total capital expenditures | $ | 487 | $ | 476 | $ | 2,245 | $ | 2,100 |
* | Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. |
Balance Sheet and Liquidity
As of December 31, 2019, Chesapeake's principal amount of debt outstanding was approximately $8.916 billion, compared to $8.168 billion as of December 31, 2018. As of December 31, 2019, the company had borrowed $1.590 billion under the $3.0 billion Chesapeake credit facility, utilized approximately $59 million for various letters of credit and had additional borrowing capacity of approximately $1.351 billion. The borrowing base of the Chesapeake credit facility was re-affirmed in November 2019.
In December 2019, Chesapeake entered into a secured 4.5-year term loan facility for $1.5 billion to finance a tender offer for unsecured notes issued by Brazos Valley and Brazos Valley Longhorn Finance Corp., each a wholly owned subsidiary of Chesapeake, and to fund the retirement of Brazos Valley's secured revolving credit facility. The company also exchanged new 11.5% Senior Secured Second Lien Notes due 2025 for certain outstanding senior unsecured notes. These transactions eliminated essentially all Brazos Valley unrestricted subsidiary debt and approximately $900 million in principal amount of debt from the company's balance sheet.
As of February 26, 2020, including January and February derivative contracts that have settled, approximately 70% of the company's 2020 forecasted oil, natural gas and NGL production revenue was hedged. The company had approximately 76% downside oil price protection through swaps and collars at an average price of $59.90 per bbl. The company had 39% downside gas price protection through swaps at $2.76 per mcf and 14% under put spread arrangements based on an average bought put NYMEX price of $2.05 per mcf and exposure below an average sold put NYMEX price of $1.80 per mcf.
Operations Update and Highlights
The following tables show average daily production and average sales prices received (excluding gains/losses on derivatives) by the company's operating areas for the 2019 and 2018 fourth quarters.
Three Months Ended December 31, 2019 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 980 | 2.21 | — | — | 164 | 34 | 13.27 | ||||||||||||||||||
Haynesville | — | — | 605 | 2.25 | — | — | 101 | 21 | 13.50 | ||||||||||||||||||
Eagle Ford | 60 | 59.17 | 153 | 2.59 | 19 | 17.92 | 104 | 22 | 41.07 | ||||||||||||||||||
Brazos Valley | 40 | 56.74 | 56 | 1.77 | 7 | 6.09 | 56 | 12 | 43.11 | ||||||||||||||||||
Powder River Basin | 19 | 54.27 | 86 | 2.37 | 5 | 19.74 | 38 | 8 | 34.83 | ||||||||||||||||||
Mid-Continent | 7 | 56.13 | 54 | 2.01 | (2) | 7.87 | 14 | 3 | 33.12 | ||||||||||||||||||
Retained assets(a) | 126 | 57.48 | 1,934 | 2.24 | 29 | 16.05 | 477 | 100 | 25.17 | ||||||||||||||||||
Divested assets | — | — | 1 | — | — | — | — | — | — | ||||||||||||||||||
Total | 126 | 57.48 | 1,935 | 2.24 | 29 | 16.05 | 477 | 100 | % | 25.17 | |||||||||||||||||
Three Months Ended December 31, 2018 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 821 | 3.68 | — | — | 137 | 29 | 22.09 | ||||||||||||||||||
Haynesville | — | — | 724 | 3.50 | — | — | 121 | 26 | 21.03 | ||||||||||||||||||
Eagle Ford | 61 | 65.17 | 141 | 4.03 | 20 | 21.86 | 105 | 23 | 47.51 | ||||||||||||||||||
Powder River Basin | 14 | 56.00 | 78 | 3.86 | 4 | 23.82 | 31 | 7 | 37.89 | ||||||||||||||||||
Mid-Continent | 9 | 58.13 | 62 | 3.51 | 5 | 26.17 | 24 | 5 | 36.12 | ||||||||||||||||||
Retained assets(a) | 84 | 62.89 | 1,826 | 3.64 | 29 | 22.83 | 418 | 90 | 30.14 | ||||||||||||||||||
Divested assets | 3 | 65.41 | 183 | 3.13 | 13 | 30.19 | 46 | 10 | 25.14 | ||||||||||||||||||
Total | 87 | 62.98 | 2,009 | 3.59 | 42 | 25.11 | 464 | 100 | % | 29.64 |
(a) Includes assets retained as of December 31, 2019. |
In Chesapeake's Brazos Valley area in central Texas, the company placed 81 wells on production during 2019 while utilizing four rigs after the company closed the WildHorse acquisition on February 1, 2019. Currently, the company is operating three drilling rigs and expects to utilize two to three rigs throughout the year, resulting in 55 to 65 wells expected to be placed on production in 2020.
In the company's South Texas Eagle Ford asset, the company placed 141 wells on production in 2019 while utilizing four rigs. The company is currently operating four drilling rigs and expects to utilize three to four rigs throughout the year, resulting in 110 to 120 wells expected to be placed on production in 2020.
In the Powder River Basin in Wyoming, the company placed 72 wells on production in 2019 while utilizing an average of five rigs. The company is currently operating three drilling rigs and expects to move to two rigs in the area in the 2020 first quarter, resulting in 25 to 30 wells expected to be placed on production.
In the Marcellus Shale in northeast Pennsylvania, the company placed 44 wells on production in 2019 while utilizing an average of two rigs. The company is currently operating three drilling rigs and expects to utilize two to three rigs throughout the year, resulting in 50 to 55 wells expected to be placed on production.
In the Haynesville Shale in Louisiana, Chesapeake placed 24 wells on production during 2019 utilizing an average of one rig. The company is currently operating one rig in the area and expects to utilize that rig through the end of the 2020 first quarter, with five to ten wells projected to be placed on production during 2020. In the Mid-Continent area in Oklahoma, the company placed 13 wells on production during 2019 and expects 10 to 15 wells targeting the Oswego formation to be placed on production in 2020. Overall, while Chesapeake intends to focus the vast majority of its 2020 capital on its highest-margin opportunities, the breadth and depth of its diverse portfolio affords the company the opportunity to react to changing market conditions while staying within the framework of its proposed $1.3 to $1.6 billion capital program.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2019 fourth quarter and full year as compared to results in prior periods. The year ended December 31, 2019 includes Brazos Valley operations. The year ended December 31, 2018 does not include Brazos Valley operations.
Three Months December 31, | Years Ended December 31, | |||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||
Barrels of oil equivalent production (in mboe) | 43,865 | 42,711 | 176,620 | 190,266 | ||||||||
Barrels of oil equivalent production (mboe/d) | 477 | 464 | 484 | 521 | ||||||||
Oil production (in mbbl/d) | 126 | 87 | 118 | 90 | ||||||||
Average realized oil price ($/bbl)(a) | 58.97 | 56.86 | 60.00 | 57.42 | ||||||||
Natural gas production (in mmcf/d) | 1,935 | 2,009 | 1,995 | 2,278 | ||||||||
Average realized natural gas price ($/mcf)(a) | 2.48 | 3.19 | 2.60 | 3.00 | ||||||||
NGL production (in mbbl/d) | 29 | 42 | 33 | 52 | ||||||||
Average realized NGL price ($/bbl)(a) | 16.05 | 25.36 | 15.62 | 25.84 | ||||||||
Production expenses ($/boe) | 2.86 | 2.48 | 2.94 | 2.50 | ||||||||
Gathering, processing and transportation expenses ($/boe) | 6.09 | 7.92 | 6.13 | 7.35 | ||||||||
Oil - ($/bbl) | 3.41 | 6.02 | 3.20 | 4.30 | ||||||||
Natural Gas - ($/mcf) | 1.20 | 1.41 | 1.21 | 1.32 | ||||||||
NGL - ($/bbl) | 5.50 | 7.40 | 5.32 | 8.37 | ||||||||
Severance and ad valorem taxes ($/boe) | 1.29 | 1.17 | 1.27 | 0.99 | ||||||||
Exploration expenses ($ in millions) | 28 | 39 | 84 | 162 | ||||||||
General and administrative expenses ($/boe)(b) | 1.17 | 1.30 | 1.63 | 1.60 | ||||||||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) | 0.12 | 0.16 | 0.15 | 0.16 | ||||||||
Depreciation, depletion, and amortization ($/boe) | 13.50 | 9.41 | 12.82 | 9.13 | ||||||||
Interest expense ($/boe) | 3.14 | 3.53 | 3.68 | 3.33 | ||||||||
Marketing net margin ($ in millions)(c) | (3) | (18) | (27) | (63) | ||||||||
Net cash provided by operating activities ($ in millions) | 441 | 335 | 1,623 | 1,730 | ||||||||
Net cash provided by operating activities ($/boe) | 10.05 | 7.84 | 9.19 | 9.09 | ||||||||
Net income (loss) ($ in millions) | (324) | 605 | (308) | 228 | ||||||||
Net income (loss) available to common stockholders ($ in millions) | (346) | 576 | (416) | 133 | ||||||||
Net income (loss) per share available to common stockholders – diluted ($) | (0.18) | 0.57 | (0.25) | 0.15 | ||||||||
Adjusted EBITDAX ($ in millions)(d) | 665 | 561 | 2,530 | 2,380 | ||||||||
Adjusted EBITDAX ($/boe) | 15.16 | 13.13 | 14.32 | 12.51 | ||||||||
Adjusted net income (loss) attributable to Chesapeake ($ in millions)(e) | (80) | 32 | (454) | (140) | ||||||||
Adjusted net income (loss) attributable to Chesapeake per share - diluted ($)(f) | (0.04) | 0.03 | (0.27) | (0.15) |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | |
(a) | Includes the effects of realized gains (losses) from hedging but excludes the effects of unrealized gains (losses) from hedging. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Marketing net margin is marketing margin of ($2) million and ($23) million for the three months ended December 31, 2019 and 2018, excluding non-cash amortization of ($1) million and $5 million, respectively. Marketing net margin is marketing margin of ($36) million and ($82) million for the years ended December 31, 2019 and 2018, excluding non-cash amortization of $9 million and $19 million, respectively. Non-cash amortization is related to the buy down of a transportation agreement. |
(d) | Defined as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization expense, and exploration expense, as adjusted to remove the effects of certain items detailed in the Reconciliation of Net Income (Loss) to Adjusted EBITDAX. This is a non-GAAP measure. |
(e) | Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed in the Reconciliation of Adjusted Net Income (Loss) Attributable to Chesapeake. This is a non-GAAP measure. |
(f) | Our presentation of diluted adjusted net income (loss) attributable to Chesapeake per share excludes 183 million and 1 million shares for the three months ended December 31, 2019 and 2018, respectively, and 183 million and 207 million shares for the years ended December 31, 2019 and 2018, which are considered antidilutive when calculating diluted earnings per share. |
2019 Fourth Quarter and Year End Results Conference Call Information
The conference call to discuss the company's financial and operational results has been scheduled on Wednesday, February 26, 2020 at 9:00 am EST. The telephone number to access the conference call is 888-317-6003 or 412-317-6061 for international callers. The passcode for the call is 7266124. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, cost-cutting measures, reductions in expenditures, proposed refinancing transactions, capital exchange transactions, asset divestitures, reductions in capital expenditures, operational efficiencies, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, expected lateral lengths of wells, anticipated timing and number of wells to be placed into production, expected oil growth trajectory, projected capital expenditures, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include our ability to comply with the covenants under our revolving credit facilities and other indebtedness, the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | ||||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
REVENUES AND OTHER: | ||||||||||||||||
Oil, natural gas and NGL(a) | $ | 969 | $ | 1,731 | $ | 4,522 | $ | 5,155 | ||||||||
Marketing | 929 | 1,338 | 3,967 | 5,076 | ||||||||||||
Total Revenues | 1,898 | 3,069 | 8,489 | 10,231 | ||||||||||||
Other | 18 | 15 | 63 | 63 | ||||||||||||
Gains (losses) on sales of assets | 10 | (291) | 43 | (264) | ||||||||||||
Total Revenues and Other | 1,926 | 2,793 | 8,595 | 10,030 | ||||||||||||
OPERATING EXPENSES: | ||||||||||||||||
Oil, natural gas and NGL production | 126 | 105 | 520 | 474 | ||||||||||||
Oil, natural gas and NGL gathering, processing and transportation | 267 | 338 | 1,082 | 1,398 | ||||||||||||
Severance and ad valorem taxes | 56 | 50 | 224 | 189 | ||||||||||||
Exploration | 28 | 39 | 84 | 162 | ||||||||||||
Marketing | 932 | 1,360 | 4,003 | 5,158 | ||||||||||||
General and administrative | 57 | 62 | 315 | 335 | ||||||||||||
Restructuring and other termination costs | 12 | — | 12 | 38 | ||||||||||||
Provision for legal contingencies, net | 16 | 9 | 19 | 26 | ||||||||||||
Depreciation, depletion and amortization | 592 | 402 | 2,264 | 1,737 | ||||||||||||
Impairments | — | 9 | 11 | 131 | ||||||||||||
Other operating expense | 13 | 1 | 92 | — | ||||||||||||
Total Operating Expenses | 2,099 | 2,375 | 8,626 | 9,648 | ||||||||||||
INCOME (LOSS) FROM OPERATIONS | (173) | 418 | (31) | 382 | ||||||||||||
OTHER INCOME (EXPENSE): | ||||||||||||||||
Interest expense | (138) | (151) | (651) | (633) | ||||||||||||
Gains (losses) on investments | (43) | — | (71) | 139 | ||||||||||||
Gains on purchases or exchanges of debt | 5 | 331 | 75 | 263 | ||||||||||||
Other income | 9 | 5 | 39 | 67 | ||||||||||||
Total Other Income (Expense) | (167) | 185 | (608) | (164) | ||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | (340) | 603 | (639) | 218 | ||||||||||||
Income tax benefit | (16) | (2) | (331) | (10) | ||||||||||||
NET INCOME (LOSS) | (324) | 605 | (308) | 228 | ||||||||||||
Net income attributable to noncontrolling interests | — | (1) | — | (2) | ||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE | (324) | 604 | (308) | 226 | ||||||||||||
Preferred stock dividends | (22) | (23) | (91) | (92) | ||||||||||||
Loss on exchange of preferred stock | — | — | (17) | — | ||||||||||||
Earnings allocated to participating securities | — | (5) | — | (1) | ||||||||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | $ | (346) | $ | 576 | $ | (416) | $ | 133 | ||||||||
EARNINGS (LOSS) PER COMMON SHARE: | ||||||||||||||||
Basic | $ | (0.18) | $ | 0.63 | $ | (0.25) | $ | 0.15 | ||||||||
Diluted | $ | (0.18) | $ | 0.57 | $ | (0.25) | $ | 0.15 | ||||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): | ||||||||||||||||
Basic | 1,948 | 910 | 1,665 | 909 | ||||||||||||
Diluted | 1,948 | 1,116 | 1,665 | 909 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | |
(a) | See Supplemental Data - Oil, Natural Gas and NGL Production and Sales Prices for a reconciliation of oil, natural gas and NGL revenue before and after the effect of financial derivatives. |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | ||||||||
December 31, | December 31, | |||||||
Cash and cash equivalents | $ | 6 | $ | 4 | ||||
Other current assets | 1,245 | 1,594 | ||||||
Total Current Assets | 1,251 | 1,598 | ||||||
Property and equipment, net | 14,756 | 10,818 | ||||||
Other long-term assets | 186 | 319 | ||||||
Total Assets | $ | 16,193 | $ | 12,735 | ||||
Current liabilities | $ | 2,392 | $ | 2,887 | ||||
Long-term debt, net | 9,073 | 7,341 | ||||||
Other long-term liabilities | 327 | 374 | ||||||
Total Liabilities | 11,792 | 10,602 | ||||||
Preferred stock | 1,631 | 1,671 | ||||||
Noncontrolling interests | 37 | 41 | ||||||
Common stock and other stockholders' equity | 2,733 | 421 | ||||||
Total Equity | 4,401 | 2,133 | ||||||
Total Liabilities and Equity | $ | 16,193 | $ | 12,735 | ||||
* | Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED CASH FLOW DATA ($ in millions) (unaudited) | ||||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
Beginning cash and cash equivalents | $ | 14 | $ | 4 | $ | 4 | $ | 5 | ||||||||
Net cash provided by operating activities | 441 | 335 | 1,623 | 1,730 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Drilling and completion costs(a) | (540) | (441) | (2,180) | (1,848) | ||||||||||||
Business combination, net | — | — | (353) | — | ||||||||||||
Acquisitions of proved and unproved properties | (4) | (10) | (35) | (128) | ||||||||||||
Proceeds from divestitures of proved and unproved properties | 20 | 1,836 | 130 | 2,231 | ||||||||||||
Additions to other property and equipment | (21) | (10) | (48) | (21) | ||||||||||||
Proceeds from sales of other property and equipment | — | 72 | 6 | 147 | ||||||||||||
Proceeds from sales of investments | — | — | — | 74 | ||||||||||||
Net cash provided by (used in) investing activities | (545) | 1,447 | (2,480) | 455 | ||||||||||||
Net cash provided by (used in) financing activities | 96 | (1,782) | 859 | (2,186) | ||||||||||||
Change in cash and cash equivalents | (8) | — | 2 | (1) | ||||||||||||
Ending cash and cash equivalents | $ | 6 | $ | 4 | $ | 6 | $ | 4 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | |
(a) | Includes capitalized interest of $6 million and $3 million for the three months ended December 31, 2019 and 2018, respectively, and includes capitalized interest of $24 million and $16 million for the years ended December 31, 2019 and 2018, respectively. |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION AND SALES PRICES (unaudited) | |||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net Production: | |||||||||||||||
Oil (mmbbl) | 12 | 8 | 43 | 33 | |||||||||||
Natural gas (bcf) | 178 | 185 | 728 | 832 | |||||||||||
NGL (mmbbl) | 3 | 4 | 12 | 19 | |||||||||||
Oil equivalent (mmboe) | 44 | 43 | 177 | 190 | |||||||||||
Average daily production (mboe) | 477 | 464 | 484 | 521 | |||||||||||
Oil, Natural Gas and NGL Sales ($ in millions): | |||||||||||||||
Oil sales | $ | 664 | $ | 503 | $ | 2,543 | $ | 2,201 | |||||||
Natural gas sales | 398 | 664 | 1,782 | 2,486 | |||||||||||
NGL sales | 43 | 98 | 192 | 502 | |||||||||||
Total oil, natural gas and NGL sales | $ | 1,105 | $ | 1,265 | $ | 4,517 | $ | 5,189 | |||||||
Financial Derivatives: | |||||||||||||||
Oil derivatives – realized gains (losses)(a) | $ | 18 | $ | (48) | $ | 36 | $ | (321) | |||||||
Natural gas derivatives – realized gains (losses)(a) | 43 | (76) | 114 | 7 | |||||||||||
NGL derivatives – realized gains (losses)(a) | — | 1 | — | (13) | |||||||||||
Total realized gains (losses) on financial derivatives | $ | 61 | $ | (123) | $ | 150 | $ | (327) | |||||||
Oil derivatives – unrealized gains (losses)(b) | $ | (181) | $ | 560 | $ | (248) | $ | 445 | |||||||
Natural gas derivatives – unrealized gains (losses)(b) | (16) | 14 | 103 | (154) | |||||||||||
NGL derivatives – unrealized gains(b) | — | 15 | — | 2 | |||||||||||
Total unrealized gains (losses) on financial derivatives | $ | (197) | $ | 589 | $ | (145) | $ | 293 | |||||||
Total financial derivatives | $ | (136) | $ | 466 | $ | 5 | $ | (34) | |||||||
Total oil, natural gas and NGL sales | $ | 969 | $ | 1,731 | $ | 4,522 | $ | 5,155 | |||||||
Average Sales Price (excluding gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 57.48 | $ | 62.98 | $ | 59.16 | $ | 67.25 | |||||||
Natural gas ($ per mcf) | $ | 2.24 | $ | 3.59 | $ | 2.45 | $ | 2.99 | |||||||
NGL ($ per bbl) | $ | 16.05 | $ | 25.11 | $ | 15.62 | $ | 26.50 | |||||||
Oil equivalent ($ per boe) | $ | 25.17 | $ | 29.64 | $ | 25.57 | $ | 27.27 | |||||||
Average Sales Price (excluding unrealized gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 58.97 | $ | 56.86 | $ | 60.00 | $ | 57.42 | |||||||
Natural gas ($ per mcf) | $ | 2.48 | $ | 3.19 | $ | 2.60 | $ | 3.00 | |||||||
NGL ($ per bbl) | $ | 16.05 | $ | 25.36 | $ | 15.62 | $ | 25.84 | |||||||
Oil equivalent ($ per boe) | $ | 26.57 | $ | 26.75 | $ | 26.42 | $ | 25.56 |
(a) | Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) | Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE ($ in millions) (unaudited) | ||||||||||||||||
Three Months Ended December 31, | ||||||||||||||||
2019 | 2018* | |||||||||||||||
$ | $/Share | $ | $/Share | |||||||||||||
Net income (loss) available to common stockholders (GAAP) | $ | (346) | $ | (0.18) | $ | 576 | $ | 0.63 | ||||||||
Effect of dilutive securities | — | 59 | ||||||||||||||
Diluted net income (loss) available to common stockholders(a) (GAAP) | $ | (346) | $ | (0.18) | $ | 635 | $ | 0.57 | ||||||||
Adjustments: | ||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | 197 | 0.10 | (596) | (0.54) | ||||||||||||
Restructuring and other termination costs | 12 | 0.01 | — | — | ||||||||||||
Provision for legal contingencies, net | 16 | 0.01 | 9 | 0.01 | ||||||||||||
(Gains) losses on sales of assets | (10) | (0.01) | 291 | 0.26 | ||||||||||||
Other operating expense | 11 | 0.01 | 1 | — | ||||||||||||
Impairments | — | — | 9 | 0.01 | ||||||||||||
Losses on investments | 43 | 0.02 | — | — | ||||||||||||
Gains on purchases or exchanges of debt | (5) | — | (331) | (0.30) | ||||||||||||
Other revenue | (14) | (0.01) | (15) | (0.01) | ||||||||||||
Other | (1) | — | 1 | — | ||||||||||||
Tax effect of adjustments(b) | (5) | — | — | — | ||||||||||||
Adjusted net income (loss) available to common stockholders(c) (Non-GAAP) | (102) | (0.05) | 4 | — | ||||||||||||
Preferred stock dividends | 22 | 0.01 | 23 | 0.02 | ||||||||||||
Earnings allocated to participating securities | — | — | 5 | 0.01 | ||||||||||||
Total adjusted net income (loss) attributable to Chesapeake(a)(c) (Non-GAAP) | $ | (80) | $ | (0.04) | $ | 32 | $ | 0.03 |
* | Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE ($ in millions) (unaudited) | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2019 | 2018* | |||||||||||||||
$ | $/Share | $ | $/Share | |||||||||||||
Net income (loss) available to common stockholders (GAAP) | $ | (416) | $ | (0.25) | $ | 133 | $ | 0.15 | ||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Diluted net income (loss) available to common stockholders(a) (GAAP) | $ | (416) | $ | (0.25) | $ | 133 | $ | 0.15 | ||||||||
Adjustments: | ||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | 152 | 0.09 | (300) | (0.33) | ||||||||||||
Restructuring and other termination costs | 12 | 0.01 | 38 | 0.04 | ||||||||||||
Provision for legal contingencies, net | 19 | 0.01 | 26 | 0.03 | ||||||||||||
(Gains) losses on sales of assets | (43) | (0.03) | 264 | 0.29 | ||||||||||||
Other operating expense(d) | 90 | 0.05 | — | — | ||||||||||||
Impairments | 11 | 0.01 | 131 | 0.14 | ||||||||||||
(Gains) losses on investments | 71 | 0.04 | (139) | (0.15) | ||||||||||||
Gains on purchases or exchanges of debt | (75) | (0.04) | (263) | (0.29) | ||||||||||||
Loss on exchange of preferred stock | 17 | 0.01 | — | — | ||||||||||||
Other revenue | (59) | (0.04) | (63) | (0.07) | ||||||||||||
Other | (5) | — | (60) | (0.06) | ||||||||||||
Income tax benefit(e) | (314) | (0.19) | — | — | ||||||||||||
Tax effect of adjustments(b) | (5) | — | — | — | ||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) | (545) | (0.33) | (233) | (0.25) | ||||||||||||
Preferred stock dividends | 91 | 0.06 | 92 | 0.10 | ||||||||||||
Earnings allocated to participating securities | — | — | 1 | — | ||||||||||||
Total adjusted net loss attributable to Chesapeake(a)(c) (Non-GAAP) | $ | (454) | $ | (0.27) | $ | (140) | $ | (0.15) |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | ||
(a) | Our presentation of diluted net income (loss) available to common stockholders per share and total adjusted net income (loss) attributable to Chesapeake per share excludes 183 million and 1 million shares considered antidilutive for the three months ended December 31, 2019 and 2018, respectively. Our presentation of diluted net income (loss) available to common stockholders per share and total adjusted net loss attributable to Chesapeake per share excludes 183 million and 207 million shares, respectively, considered antidilutive for the years ended December 31, 2019 and 2018. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. | |
(b) | Tax effect is computed by applying an effective tax rate of 2.5% for the year ended December 31, 2019 to the pre-tax amount of adjustments. This effective tax rate is computed without regard to the separately itemized discrete tax benefit of $314 million associated with the Wildhorse acquisition. No income tax effect from adjustments is included in determining adjusted net income for the year ended December 31, 2018 as our effective tax rate was 0% due to our valuation allowance position. | |
(c) | Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) | Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders our calculations of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled measures of other companies. | ||
(d) | The year ended December 31, 2019 includes $37 million in integration and acquisition costs as a result of Chesapeake's merger with WildHorse Resource Development Corporation (WRD). Additionally, most WRD executives and employees were terminated and entitled to severance benefits of approximately $38 million in accordance with certain provisions of existing employment agreements that were triggered by the change in control. | |
(e) | For the year ended December 31, 2019, we recorded a net deferred tax liability of $314 million associated with the acquisition of WildHorse Resource Development Corporation. As a result of recording this net deferred tax liability through business combination accounting, we released a corresponding amount of the valuation allowance that we maintain against our net deferred tax asset position. This release resulted in an income tax benefit of $314 million. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED EBITDAX ($ in millions) (unaudited) | ||||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) | $ | 441 | $ | 335 | $ | 1,623 | $ | 1,730 | ||||||||
Adjustments: | ||||||||||||||||
Changes in assets and liabilities | 40 | (22) | 254 | (91) | ||||||||||||
Other revenue | (14) | (15) | (59) | (63) | ||||||||||||
Interest expense | 138 | 151 | 651 | 633 | ||||||||||||
Exploration | 14 | 24 | 35 | 66 | ||||||||||||
Income tax benefit | (25) | (2) | (26) | — | ||||||||||||
Stock-based compensation | (6) | (7) | (30) | (32) | ||||||||||||
Restructuring and other termination costs | 12 | — | 12 | 38 | ||||||||||||
Losses on investments | — | — | 7 | — | ||||||||||||
Losses on purchases or exchanges of debt | 5 | — | 5 | — | ||||||||||||
Net income attributable to noncontrolling interests | — | (1) | — | (2) | ||||||||||||
Other items | 60 | 98 | 58 | 101 | ||||||||||||
Adjusted EBITDAX(a) (Non-GAAP) | $ | 665 | $ | 561 | $ | 2,530 | $ | 2,380 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | ||
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, cash flow provided by operating activities prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to cash flow provided by operating activities because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss), our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDAX ($ in millions) (unaudited) | ||||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
NET INCOME (LOSS) (GAAP) | $ | (324) | $ | 605 | $ | (308) | $ | 228 | ||||||||
Adjustments: | ||||||||||||||||
Interest expense | 138 | 151 | 651 | 633 | ||||||||||||
Income tax benefit | (16) | (2) | (331) | (10) | ||||||||||||
Depreciation, depletion and amortization | 592 | 402 | 2,264 | 1,737 | ||||||||||||
Exploration | 28 | 39 | 84 | 162 | ||||||||||||
Unrealized (gains) losses on derivatives | 197 | (596) | 152 | (300) | ||||||||||||
Restructuring and other termination costs | 12 | — | 12 | 38 | ||||||||||||
Provision for legal contingencies, net | 16 | 9 | 19 | 26 | ||||||||||||
(Gains) losses on sales of assets | (10) | 291 | (43) | 264 | ||||||||||||
Other operating expense | 11 | 1 | 90 | — | ||||||||||||
Impairments | — | 9 | 11 | 131 | ||||||||||||
(Gains) losses on investments | 43 | — | 71 | (139) | ||||||||||||
Gains on purchases or exchanges of debt | (5) | (331) | (75) | (263) | ||||||||||||
Net income attributable to noncontrolling interests | — | (1) | — | (2) | ||||||||||||
Other revenue | (14) | (15) | (59) | (63) | ||||||||||||
Other | (3) | (1) | (8) | (62) | ||||||||||||
Adjusted EBITDAX(a) (Non-GAAP) | $ | 665 | $ | 561 | $ | 2,530 | $ | 2,380 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | ||
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to net income (loss) because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss), our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION ROLL-FORWARD OF PROVED RESERVES YEAR ENDED DECEMBER 31, 2019 (unaudited) | ||||
Mmboe(a) | ||||
Beginning balance, December 31, 2018 | 1,448 | |||
Production | (177) | |||
Extensions, discoveries and other additions | 216 | |||
Revisions of previous estimates | (143) | |||
Sale of reserves in-place | (7) | |||
Purchase of reserves in-place | 235 | |||
Ending balance, December 31, 2019 | 1,572 | |||
Proved reserves growth rate before acquisitions and divestitures | (7) | % | ||
Proved reserves growth rate after acquisitions and divestitures | 9 | % | ||
Proved developed reserves | 846 | |||
Proved developed reserves percentage | 54 | % | ||
Standardized measure of discounted future net cash flows ($ in millions) (GAAP) | $ | 9,000 | ||
Add: Present value of future income taxes discounted at 10% per annum(a) | 15 | |||
PV-10 ($ in millions)(a) (Non-GAAP) | $ | 9,015 |
(a) | Reserve volumes and PV-10 value are estimated using SEC reserve recognition standards and pricing assumptions based on the trailing 12-month average first-day-of-the-month prices as of December 31, 2019 of $55.69 per bbl of oil and $2.58 per mcf of natural gas, before basis differential adjustments. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax. The table above shows the reconciliation of PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure for the year ended December 31, 2019. Future income taxes in the calculation of the standardized measure of discounted future net cash flows were $15 million as of December 31, 2019. |
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF FEBRUARY 26, 2020 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. | |
Year Ending 12/31/2020 | |
Absolute Production: | |
Oil - mmbbls | 41.5 - 43.5 |
NGL - mmbbls | 11.0 - 13.0 |
Natural gas - bcf | 650 - 700 |
Total absolute production - mmboe | 161 - 173 |
Absolute daily rate - mboe per day | 439 - 473 |
Estimated Realized Hedging Effects(a) (based on 2/21/20 strip prices) | |
Oil - $/bbl | $4.54 |
Natural gas - $/mcf | $0.24 |
Estimated Basis to NYMEX Prices: | |
Oil - $/bbl | $0.20 - $0.60 |
Natural gas - $/mcf | ($0.20) - ($0.30) |
NGL - realizations as a % of WTI | 30% - 33% |
Operating Costs per boe of Projected Production: | |
Production expense | $2.55 - $2.75 |
Gathering, processing and transportation expenses | $6.30 - $6.75 |
Oil - $/bbl | $3.40 - $3.60 |
Natural Gas - $/mcf | $1.25 - $1.35 |
Severance and ad valorem taxes | $1.25 - $1.35 |
General and administrative(b) | $1.25 - $1.35 |
Stock-based compensation (non-cash) | $0.05 - $0.15 |
Marketing Net Margin and Other ($ in millions) | ($10) - $10 |
Adjusted EBITDAX, based on 2/21/20 strip prices ($ in millions)(c) | $2,000 - $2,200 |
Depreciation, depletion and amortization expense | $12.00 - $13.00 |
Interest expense | $3.30 - $3.50 |
Exploration expense ($ in millions, cash only) | $25 - $35 |
Book Tax Rate | 0% |
Capital Expenditures ($ in millions)(d) | $1,300 - $1,600 |
Capitalized Interest ($ in millions) | $25 |
Total Capital Expenditures ($ in millions) | $1,325 - $1,625 |
(a) | Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Adjusted EBITDAX is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income (loss) but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income (loss) but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDAX to forecasted GAAP net income (loss) would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDAX include interest expense, income taxes, and depreciation, depletion and amortization expense, exploration expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(d) | Includes capital expenditures for drilling and completion, leasehold, developmental geological and geophysical costs, and other property, plant and equipment. Excludes any additional proved property acquisitions and expenditures classified as exploration expense. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of February 19, 2020, including January and February derivative contracts that have settled, approximately 70% of the company's 2020 forecasted oil, natural gas and NGL production revenue was hedged. The company had approximately 76% downside oil price protection through swaps and collars at an average price of $59.90 per bbl. The company had 39% downside gas price protection through swaps at $2.76 per mcf and 14% under put spread arrangements based on an average bought put NYMEX price of $2.05 per mcf and exposure below an average sold put NYMEX price of $1.80 per mcf.
The company's crude oil hedging positions were as follows:
Open Crude Oil Swaps | |||||
Volume (mmbbls) | Avg. NYMEX Price of Swaps | ||||
Q1 2020 | 9 | $ | 59.50 | ||
Q2 2020 | 9 | $ | 59.54 | ||
Q3 2020 | 6 | $ | 59.67 | ||
Q4 2020 | 6 | $ | 59.72 | ||
Total 2020 | 30 | $ | 59.59 |
Oil Two-Way Collars | |||||||||
Volume (mmbbls) | Avg. NYMEX | Avg. NYMEX | |||||||
Q1 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Q2 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Q3 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Q4 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Total 2020 | 2 | $ | 65.00 | $ | 83.25 |
Oil Calls | |||||
Volume (mmbbls) | Avg. NYMEX Strike Price | ||||
Total 2021 | 4 | $ | 61.58 | ||
Total 2022 | 4 | $ | 61.58 |
Oil Basis Protection Swaps | |||||
Volume (mmbbls) | Avg. NYMEX plus/(minus) | ||||
Q1 2020 | 3 | $ | 2.55 | ||
Q2 2020 | 3 | $ | 2.58 | ||
Q3 2020 | 3 | $ | 2.58 | ||
Q4 2020 | 3 | $ | 2.58 | ||
Total 2020 | 12 | $ | 2.57 |
The company's natural gas hedging positions were as follows:
Open Natural Gas Swaps | |||||
Volume (bcf) | Avg. NYMEX Price of Swaps | ||||
Q1 2020 | 66 | $ | 2.76 | ||
Q2 2020 | 66 | $ | 2.76 | ||
Q3 2020 | 67 | $ | 2.76 | ||
Q4 2020 | 66 | $ | 2.76 | ||
Total 2020 | 265 | $ | 2.76 |
Natural Gas Put Spread | |||||||||
Volume (bcf) | Avg. NYMEX | Avg. NYMEX | |||||||
Q2 2020 | 40 | $ | 1.71 | $ | 1.96 | ||||
Q3 2020 | 40 | $ | 1.86 | $ | 2.11 | ||||
Q4 2020 | 14 | $ | 1.90 | $ | 2.15 | ||||
Total 2020 | 94 | $ | 1.80 | $ | 2.05 |
Natural Gas Net Written Call Options | |||||
Volume (bcf) | Avg. NYMEX Strike Price | ||||
Q1 2020 | 5 | $ | 12.00 | ||
Q2 2020 | 5 | $ | 12.00 | ||
Q3 2020 | 6 | $ | 12.00 | ||
Q4 2020 | 6 | $ | 12.00 | ||
Total 2020 | 22 | $ | 12.00 | ||
Total 2021 | 96 | $ | 2.75 |
Natural Gas Net Written Call Swaptions | |||||
Volume (bcf) | Avg. NYMEX Strike Price | ||||
Total 2021 | 15 | $ | 2.80 | ||
Total 2022 | 15 | $ | 2.80 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) | Avg. NYMEX | ||||
Q1 2020 | 30 | $ | 0.07 | ||
Q2 2020 | 10 | $ | (0.03) | ||
Q3 2020 | 10 | $ | (0.03) | ||
Q4 2020 | 3 | $ | (0.03) | ||
Total 2020 | 53 | $ | 0.03 |
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
ir@chk.com | media@chk.com |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Jan. 29, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today released preliminary 2019 fourth quarter production results and operational achievements. Highlights include:
Delivered Expected 2019 Production within Capital Expenditure Guidance:
Continued Progress Restoring Balance Sheet, Improving Cash Costs and Maintaining Liquidity:
Reduced Costs and Grew Production in the Brazos Valley:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "We delivered strong cash flow during the quarter on lower costs and higher oil volumes. Natural gas and natural gas liquids volumes were sequentially lower due to our decisions to direct capital to the highest-margin opportunities in our portfolio, enhancing our profitability. Our strong results in the fourth quarter have continued into early 2020 and are setting the foundation for the company to reach free cash flow this year. We remain committed to achieving further meaningful debt reduction through asset sales, capital markets transactions and cost discipline."
Balance Sheet and Hedge Position Update
As of December 31, 2019, Chesapeake's principal amount of debt outstanding was approximately $8.9 billion, compared to $9.7 billion as of September 30, 2019. In December 2019, Chesapeake entered into a secured first lien last out 4.5-year term loan facility for $1.5 billion to finance a tender offer for unsecured notes issued by Brazos Valley and Brazos Valley Longhorn Finance Corp., each a wholly owned subsidiary of Chesapeake, and to fund the retirement of Brazos Valley's secured revolving credit facility. The company also exchanged new 11.5% Senior Secured Second Lien Notes due 2025 for certain outstanding senior unsecured notes. These transactions resulted in the removal of approximately $900 million of debt from the company's balance sheet.
As of January 29, 2020, including January and February derivative contracts that have settled in 2020, Chesapeake had downside protection on approximately 32 million bbls of oil at an average price of $59.90 per bbl, and downside protection on approximately 265 billion cubic feet (bcf) of gas at an average price of $2.76 per thousand cubic feet of gas.
Operations Update and Highlights
Chesapeake's average daily production for the 2019 fourth quarter is projected at approximately 476,000 to 478,000 boe per day, including 125,000 to 126,000 bbls of oil per day. The company's 2019 fourth quarter projection for total capital expenditures is approximately $480 to $490 million.
In Chesapeake's Brazos Valley area in central Texas, total net field production reached a record of approximately 56,000 boe per day for the 2019 fourth quarter, including 40,000 bbls of oil per day. Recent highlights include two three-well Beran pads located in Burleson County, Texas, which, with longer laterals and optimized completions, have achieved average peak 24-hour initial production rates per well of 1,625 boe per day, of which approximately 1,550 barrels were oil.
Since Chesapeake closed the Brazos Valley acquisition on February 1, 2019, the company placed 81 wells on production in 2019 while utilizing four rigs and developing 655,000 feet of gross lateral footage, compared to 99 wells placed on production during 2018 by the previous operator using five rigs which developed 660,000 feet of gross lateral footage. As expected in the company's acquisition analysis, average completed well costs in 2019 for Lower Eagle Ford wells were approximately $8.0 million, or $940 per foot of completed lateral. Chesapeake estimates a total of approximately $250 million in cost savings and revenue improvements to the Brazos Valley asset was realized during the eleven months it operated the asset in 2019, achieving its projected synergies.
In the company's South Texas Eagle Ford asset, total net production grew from the 2019 third quarter low, reaching approximately 104,000 boe per day in the 2019 fourth quarter, of which 60,000 barrels were oil.
In the Powder River Basin (PRB) in Wyoming, the company largely recovered from the production challenges experienced in the 2019 third quarter and early fourth quarter, averaging approximately 21,000 bbls of oil per day in December. Building on the successful Niobrara well announced in the 2019 third quarter, the company turned four additional Niobrara wells to sales during the 2019 fourth quarter, with outstanding results. To date, four of the five wells have averaged peak initial 24-hour production rates of over 2,000 boe per day, including approximately 1,200 bbls of oil.
In the Marcellus Shale in northeast Pennsylvania, capital efficiencies and wider spacing continue to deliver strong results, including a daily gross field production record of 2.67 billion cubic feet of gas per day set in November 2019 and a net production record for the 2019 fourth quarter of approximately 975 million cubic feet (mmcf) of gas per day. Additionally, the company initiated a field compression program in 2019, installing over 70 pad compressors resulting in a capital efficient average gross base production uplift of approximately 60 mmcf of gas per day since May. In 2020, the company plans to expand this program to match operating conditions of offset operators with over 30 pad compressors currently planned to be installed.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, statements regarding our anticipated 2019 fourth quarter results, statements regarding our intentions to expand the field compression program and anticipated number of pad compressors to be installed, management's guidance or forecasts of future events, production, capital expenditure expense and other estimates, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, expected lateral lengths of wells, general and administrative expenses, capital expenditures, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Our condensed consolidated financial statements and related operating data as of and for the three months and year ended December 31, 2019 are not yet available. The estimates of such information in this release are based on our preliminary operating and financial results as of and for the three months ended December 31, 2019, and, as of the date of this release, have not been finalized. These preliminary estimates are derived from our internal records and are based on the most current information available to management. We have prepared these estimates on a basis materially consistent with our historical financial results and in good faith based on our internal reporting as of and for the three months ended December 31, 2019. However, the preliminary financial and operating estimates are not reviewed and are unaudited, and our normal reporting processes with respect to the preliminary operational and financial results in this release have not been fully completed. During the course of our review process of our operating and financial results as of and for the three months ended December 31, 2019, we could identify items that would require us to make adjustments and that could affect our final results. Any such adjustments could be material.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Jan. 17, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% | 5% | 5.75% | 5.75% (Series A) | |
NYSE Symbol | CHK Pr D | N/A | N/A | N/A |
Date of Original Issue | September 14, 2005 | November 8, 2005 | May 17, 2010 | May 17, 2010 |
Registered CUSIP | 165167842 | 165167826 | 165167768 | 165167750 |
144A CUSIP | N/A | 165167834 | 165167776 | 165167784 |
RegS CUSIP | N/A | N/A | U16450204 | U16450113 |
Clean (no legends) CUSIP | N/A | N/A | 165167768 | 165167750 |
Par Value per Share | $0.01 | $0.01 | $0.01 | $0.01 |
Shares Outstanding | 2,558,900 | 1,810,667 | 770,528 | 423,363 |
Liquidation Preference per Share | $100 | $100 | $1,000 | $1,000 |
Record Date | March 1, 2020 | February 1, 2020 | February 1, 2020 | February 1, 2020 |
Payment Date | March 15, 2020 | February 15, 2020 | February 15, 2020 | February 15, 2020 |
Amount per Share | $1.125 | $1.25 | $14.375 | $14.375 |
Chesapeake will release its 2019 fourth quarter and full year operational and financial results before market open on Wednesday, February 26, 2020. A conference call to discuss the results has been scheduled for the same day at 9:00 am EST. The telephone number to access the conference call is 888-317-6003 or 412-317-6061 for international callers. The passcode for the call is 7266124. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Jan. 7, 2020 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) ("Chesapeake" or the "Company") today announced the expiration and final results of its tender offer, on behalf of Brazos Valley Longhorn, L.L.C. ("BVL") and Brazos Valley Longhorn Finance Corp. (together with BVL, the "Issuers"), each wholly owned subsidiaries of Chesapeake (the "Tender Offer"), to purchase for cash any and all of the outstanding 6.875% Senior Notes due 2025 (the "Notes") issued by the Issuers and its simultaneous solicitation of consents (the "Consent Solicitation") with respect to certain proposed amendments to the indenture governing the Notes. As of 11:59 p.m., New York City time, on January 6, 2020 (the "Expiration Date"), approximately $616.2 million aggregate principal amount, or approximately 99.74%, of the Notes were validly tendered and related consents validly delivered.
On December 19, 2019, Chesapeake and U.S. Bank National Association, as trustee (the "Trustee") under the indenture governing the Notes (the "Existing Indenture"), entered into a supplemental indenture (the "Supplemental Indenture") containing the proposed amendments to the Existing Indenture to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently applicable to the Notes (the "Proposed Amendments"). The Proposed Amendments became operative on December 23, 2019.
Chesapeake accepted for purchase approximately $616.2 million aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 19, 2019 (the "Early Tender Date"). The early settlement date for the Notes occurred on December 23, 2019. No Notes were tendered after the Early Tender Date.
J.P. Morgan Securities LLC acted as the dealer manager and solicitation agent in the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact J.P. Morgan Securities LLC at (212) 834-3424 (collect) or (866) 834-4666 (toll-free). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 20, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) ("Chesapeake" or the "Company") today announced the preliminary results to date of its pending tender offer, on behalf of Brazos Valley Longhorn, L.L.C. ("BVL") and Brazos Valley Longhorn Finance Corp. (together with BVL, the "Issuers"), each wholly owned subsidiaries of Chesapeake (the "Tender Offer"), to purchase for cash any and all of the outstanding 6.875% Senior Notes due 2025 (the "Notes") issued by the Issuers and its simultaneous solicitation of consents (the "Consent Solicitation") with respect to certain proposed amendments to the indenture governing the Notes. As of the early tender date of 5:00 p.m., New York City time, on December 19, 2019 (the "Early Tender Date"), approximately $616.2 million aggregate principal amount, or approximately 99.74%, of the Notes were validly tendered and related consents validly delivered. As a result, Chesapeake announced that the Requisite Consents (as defined in the Offer to Purchase and Consent Solicitation Statement, dated December 4, 2019 (the "Offer to Purchase")) had been obtained. Chesapeake also announced that (1) the Financing Condition (as defined in the Offer to Purchase) had been satisfied and (2) it has elected to have an early settlement date of December 23, 2019 for Notes tendered at or prior to the Early Tender Date (the "Early Settlement Date").
On December 19, 2019, Chesapeake and U.S. Bank National Association, as trustee (the "Trustee") under the indenture governing the Notes (the "Existing Indenture"), entered into a supplemental indenture (the "Supplemental Indenture") containing the proposed amendments to the Existing Indenture to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently applicable to the Notes (the "Proposed Amendments"). Pursuant to the terms of the Supplemental Indenture, the Proposed Amendments will become operative on the Early Settlement Date; provided that Chesapeake purchases in the Tender Offer at least a majority in aggregate principal amount of the outstanding Notes on the Early Settlement Date. The Company therefore expects that Notes that are not validly tendered pursuant to the Tender Offer for any reason will be bound by the Proposed Amendments and will no longer be entitled to the benefits of substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Existing Indenture. In addition, under the circumstances described in the Offer to Purchase, the Notes will no longer be effectively senior to all of the Company's existing and future unsecured senior indebtedness with respect to the assets of the Issuers and their subsidiaries and will be effectively subordinated to claims of holders of the Company's secured indebtedness to the extent of the value of the collateral securing such indebtedness.
All terms and conditions of the Tender Offer remain as set forth in the Offer to Purchase, the related Letter of Transmittal and Consent (the "Letter of Transmittal"), and the Company's press release issued December 10, 2019.
Upon early settlement, each holder who validly tendered their Notes prior to the Early Tender Date will receive the total consideration of $1,000 per $1,000 principal amount of Notes tendered, which includes $950.00 as the tender offer consideration and $50.00 as the early tender premium. In addition, Chesapeake will pay in cash accrued and unpaid interest on the Notes accepted for purchase in the Tender Offer from the latest interest payment date to, but not including, the Early Settlement Date.
The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on January 6, 2020, or any other date and time to which Chesapeake extends the Tender Offer and Consent Solicitation (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated. No tenders of Notes and deliveries of related consents will be valid if submitted after the Expiration Date. In addition, after the Withdrawal Deadline of 5:00 p.m., New York City time, on December 19, 2019 (the "Withdrawal Deadline"), any Notes validly tendered (whether prior to, at or after the Withdrawal Deadline) may no longer be withdrawn, and related Consents may no longer be revoked, unless Chesapeake is required to extend withdrawal or revocation rights under applicable law.
Promptly following the Expiration Date, Chesapeake will accept for purchase any Notes that have been validly tendered (with Consents that have been validly delivered) after the Early Tender Date but at or prior to the Expiration Date, subject to all conditions to the Tender Offer and Consent Solicitation having been either satisfied or, in certain circumstances, waived by Chesapeake at or prior to the Expiration Date (the date of such acceptance and purchase, the "Final Settlement Date"). Upon the Final Settlement Date, each holder who validly tendered their Notes after the Early Tender Date but at or prior to the Expiration Date will receive the total consideration of $950 per $1,000 principal amount of Notes tendered, which does not include the early tender premium.
J.P. Morgan Securities LLC is acting as the dealer manager and solicitation agent in the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact J.P. Morgan Securities LLC at (212) 834-3424 (collect) or (866) 834-4666 (toll-free). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.
None of Chesapeake, the Issuers, their respective boards of directors or managers, as applicable, or officers, the dealer manager and solicitation agent, the depositary and information agent, the Trustee or any affiliate of any of them makes any recommendation as to whether any holder should tender or refrain from tendering all or any portion of the principal amount of such holder's Notes for purchase in the Tender Offer and deliver the related consents in the Consent Solicitation. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to participate in the Tender Offer and Consent Solicitation and, if so, the amount of Notes as to which action is to be taken. The Tender Offer and Consent Solicitation are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offer and Consent Solicitation are not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer and Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the timing of the settlement, the results of the proposed Tender Offer and Consent Solicitation and the expectation that the term loan will be funded on the Early Settlement Date. Forward-looking statements are statements other than statements of historical fact. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 13, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) ("Chesapeake" or "the Company") announced that on December 10, 2019 it received written notice from the New York Stock Exchange ("NYSE") of its noncompliance with the standard set forth in Rule 802.01C of the NYSE Listed Company Manual that requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.
The Company intends to regain compliance with the NYSE listing standards by pursuing measures that are in the best interests of the Company and its shareholders, including: (i) executing on its current capital and operating program, which includes a planned 30% reduction in 2020 capital expenditures and ongoing implementation of operating cost efficiencies; (ii) continued debt reduction through capital market transactions and asset sales; and potentially (iii) consummation of a potential reverse stock split, subject to shareholder approval at the May 2020 Annual Meeting of Shareholders.
As required by the NYSE, the Company intends to respond to the NYSE within ten business days with respect to its intent to cure the deficiency. The Company has six months following the receipt of the noncompliance notice to cure the deficiency and regain compliance.
During this period, the Company's common stock will continue trading on the NYSE under its existing ticker symbol, with the addition of a suffix indicating the "below compliance" status of its common stock, as "CHK.BC."
The notice does not affect the Company's business operations, or its Securities and Exchange Commission reporting requirements, and does not conflict with or cause an event of default under any of the Company's material debt agreements.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements regarding the impact of the NYSE delisting notice and our ability to regain compliance with NYSE listing standards, results of our capital and operating program, planned capital expenditures, strategic transactions that might affect our debt levels and liquidity, the ability to consummate a reverse stock split and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and our quarterly reports on Form 10-Q for the quarters ended March 31, 2019 and September 30, 2019 and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings).
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
ir@chk.com |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 10, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it has successfully priced its proposed term loan. The term loan is being arranged by JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., BofA Securities, Inc. and MUFG Union Bank, N.A. Chesapeake intends to use the net proceeds of the term loan, in part, to finance a previously announced tender offer and consent solicitation for unsecured notes issued by Brazos Valley Longhorn, L.L.C. ("Brazos Valley") and Brazos Valley Longhorn Finance Corp., each a wholly owned subsidiary of Chesapeake, and to fund the retirement of Brazos Valley's existing secured revolving credit facility. Chesapeake expects these transactions to improve its financial flexibility, as they will allow Brazos Valley and its subsidiaries to support Chesapeake's current and future debt.
Doug Lawler, President and Chief Executive Officer of Chesapeake Energy, stated, "We are very pleased to have the financing in place to eliminate Brazos Valley's separate capital structure. Combining into a single financing structure increases our flexibility, enhances our credit profile and improves our ability to continue to meet our financial obligations as we focus on reducing debt, improving our cost structure and positioning the company to deliver increased shareholder returns."
The term loan will have a 4.5-year term and bear interest at a rate of LIBOR plus 8.00% per annum and be issued at 98% of par. The term loan will be secured by the same collateral securing Chesapeake's existing revolving credit facility (with a position in the collateral proceeds waterfall junior to its existing revolving credit facility).
Amounts borrowed under the new term loan facility will be unconditionally guaranteed on a joint and several basis by Chesapeake's direct and indirect wholly owned domestic subsidiaries that are guarantors under Chesapeake's existing revolving credit facility, including Brazos Valley and its subsidiaries upon the closing of the term loan facility.
The term loan is expected to close on or around December 23, 2019, subject to the execution of the final documentation, the success of the consent solicitation and other customary conditions.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the amount and terms of the term loan, the timing of closing and the use of proceeds thereof. Forward-looking statements are statements other than statements of historical fact. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA | Gordon Pennoyer | 6100 North Western Avenue |
(405) 935-8870 | (405) 935-8878 | P.O. Box 18496 |
Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 10, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) ("Chesapeake" or the "Company") announced today an amendment to its previously announced cash tender offer and consent solicitation (the "Tender Offer"), on behalf of its wholly owned subsidiaries Brazos Valley Longhorn, L.L.C. ("BVL") and Brazos Valley Longhorn Finance Corp. (together with BVL, the "Issuers"), for the 6.875% Senior Notes due 2025 (the "Notes") issued by the Issuers. The Tender Offer, which is subject to certain terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated December 4, 2019 (the "Offer to Purchase"), has been amended to increase the tender offer consideration from $920.00 per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer to $950.00 per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer. As a result of this increase in the tender offer consideration, the New Total Consideration (defined below), in respect of Notes that are validly tendered at or prior to the Early Tender Date (defined below), is $1,000 per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer.
As previously disclosed, concurrently with the Tender Offer, Chesapeake is conducting, on behalf of the Issuers, a simultaneous solicitation of consents (the "Consent Solicitation") from each registered holder (individually, a "Holder" and, collectively, the "Holders") of the Notes with respect to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Existing Indenture"). If Holders of the Notes validly tender their Notes in the Tender Offer, they will be deemed to have validly delivered their related consents, with respect to the principal amount of such tendered Notes, to the Proposed Amendments (the "Consents"). A Holder may not deliver Consents without tendering the related Notes pursuant to the Tender Offer and may not tender Notes without delivering the related Consents pursuant to the Consent Solicitation. The supplemental indenture (the "Supplemental Indenture") containing the Proposed Amendments would amend the Existing Indenture to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently applicable to the Notes.
Chesapeake also announced today that Holders representing at least a majority of the outstanding aggregate principal amount of the Notes have committed to tender their Notes and deliver the related Consents in the Tender Offer at or prior to the Early Tender Date. The Company therefore expects that Notes that are not validly tendered pursuant to the Tender Offer for any reason will be bound by the Proposed Amendments and will no longer be entitled to the benefits of substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Existing Indenture. In addition, under the circumstances described in the Offer to Purchase, including the satisfaction of the financing condition described below, the Notes will no longer be effectively senior to all of the Company's existing and future unsecured senior indebtedness with respect to the assets of the Issuers and their subsidiaries and will be effectively subordinated to claims of holders of the Company's secured indebtedness to the extent of the value of the collateral securing such indebtedness.
Except as provided for in this release, all other terms and conditions of the Tender Offer and Consent Solicitation remain unchanged as set forth in an Offer to Purchase and the related Letter of Transmittal and Consent (the "Letter of Transmittal").
The following table sets forth the amended pricing terms of the Tender Offer.
Series of Notes | CUSIP Number | Aggregate | New Tender Offer | Early Tender | New Total |
6.875% Senior Notes due 2025 | 96812TAB8 | $617,810,000 | $950.00 | $50.00 | $1,000.00 |
(1) | Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer (exclusive of any Accrued Interest (as defined below), which will be paid in addition to the New Tender Offer Consideration or the New Total Consideration, as applicable, to, but not including, the applicable Settlement Date (as defined below)). |
(2) | Includes the Early Tender Premium (as defined below). |
The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on January 6, 2020, or any other date and time to which Chesapeake extends the Tender Offer and Consent Solicitation (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated. Holders who have previously validly tendered and not validly withdrawn their Notes (and related Consents) do not need to re-tender their Notes (and related Consents) or take any other action in response to the amendment of the Tender Offer. No tenders of Notes and deliveries of related Consents will be valid if submitted after the Expiration Date. Tendered Notes may be validly withdrawn, and delivered Consents may be validly revoked, at or prior to, but not after, 5:00 p.m., New York City time, on December 19, 2019 (such date and time with respect to the Tender Offer and Consent Solicitation, as it may be extended, the "Withdrawal Deadline"), except for certain limited circumstances where additional withdrawal or revocation rights are required by law. After the Withdrawal Deadline, Notes tendered prior to the Expiration Date (whether tendered prior to, at or after the Withdrawal Deadline) may not be withdrawn, and related Consents may no longer be revoked, unless Chesapeake is required to extend withdrawal or revocation rights under applicable law.
Subject to the terms and conditions of the Tender Offer and Consent Solicitation, the consideration for each $1,000 principal amount of Notes validly tendered (with Consents that have been validly delivered) and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table above (the "New Tender Offer Consideration"). Holders of Notes that are validly tendered (with Consents that have been validly delivered) at or prior to 5:00 p.m., New York City time, on December 19, 2019 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offer will receive the total consideration for the Notes set forth in the table above (the "New Total Consideration"), which consists of the New Tender Offer Consideration plus the early tender premium for the Notes as set forth in the table above (the "Early Tender Premium"). Holders of Notes validly tendered (with Consents that have been validly delivered) after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the New Tender Offer Consideration, but not the Early Tender Premium for the Notes. No tenders of Notes will be valid if submitted after the Expiration Date.
In addition to the New Tender Offer Consideration or the New Total Consideration, as applicable, Chesapeake will pay in cash accrued and unpaid interest on the Notes accepted for purchase in the Tender Offer from the latest interest payment date to, but not including, the applicable Settlement Date (as defined below) ("Accrued Interest") (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).
Chesapeake reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Notes validly tendered (with Consents that have been validly delivered) at or prior to the Early Tender Date (the date of such acceptance and purchase, the "Early Settlement Date"). The Early Settlement Date will be determined at Chesapeake's option, assuming the conditions to the Tender Offer and Consent Solicitation have been either satisfied or, in certain circumstances, waived by Chesapeake at or prior to the Early Settlement Date. If Chesapeake elects to have an Early Settlement Date, it will accept Notes validly tendered (with Consents that have been validly delivered) at or prior to the Early Tender Date. Promptly following the Expiration Date, Chesapeake will accept for purchase any Notes that have been validly tendered (with Consents that have been validly delivered) (i) at or prior to the Early Tender Date if no Early Settlement Date shall have occurred and (ii) after the Early Tender Date but at or prior to the Expiration Date, subject to all conditions to the Tender Offer and Consent Solicitation having been either satisfied or, in certain circumstances, waived by Chesapeake at or prior to the Expiration Date (the date of such acceptance and purchase, the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date each being a "Settlement Date").
The Tender Offer and Consent Solicitation is subject to, and conditioned upon, the satisfaction or, in certain circumstances, waiver of certain conditions described in the Offer to Purchase, including (i) Chesapeake receiving Consents from Holders of a majority in aggregate principal amount of the outstanding Notes at or prior to the Early Tender Date (the "Requisite Consents Condition") and (ii) Chesapeake obtaining committed financing from one or more banks, investment banks, insurance companies, mutual funds or other institutional lenders for floating rate term loans aggregating $1.5 billion with funding to occur concurrently with the first Settlement Date.
If the Requisite Consents Condition is satisfied, the Issuers intend to execute the Supplemental Indenture to the Existing Indenture with U.S. Bank National Association, the Trustee under the Existing Indenture (the "Trustee"), containing the Proposed Amendments, which would, among other things, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently applicable to the Notes. The Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative until the first Settlement Date; provided that Chesapeake purchases in the Tender Offer at least a majority in aggregate principal amount of the outstanding Notes on such Settlement Date.
The Tender Offer and Consent Solicitation is being made in connection with a concurrent secured term loan financing and a concurrent offer to exchange Chesapeake's 8.00% Senior Notes due 2027, 8.00% Senior Notes due 2026, 8.00% Senior Notes due 2025, 7.50% Senior Notes due 2026 and 7.00% Senior Notes due 2024 (collectively, the "CHK Old Notes") for new 11.5 % Senior Secured Second Lien Notes due 2025 (the "Second Lien Notes") to be issued by Chesapeake (the "Chesapeake Exchange Offers"). The Tender Offer and Consent Solicitation is not contingent or conditioned upon the completion of the Chesapeake Exchange Offers.
J.P. Morgan Securities LLC is acting as the dealer manager and solicitation agent in the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact J.P. Morgan Securities LLC at (212) 834-3424 (collect) or (866) 834-4666 (toll-free). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.
None of Chesapeake, the Issuers, their respective boards of directors or managers, as applicable, or officers, the dealer manager and solicitation agent, the depositary and information agent, the Trustee or any affiliate of any of them makes any recommendation as to whether any Holder should tender or refrain from tendering all or any portion of the principal amount of such Holder's Notes for purchase in the Tender Offer and deliver the related Consents in the Consent Solicitation. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to participate in the Tender Offer and Consent Solicitation and, if so, the amount of Notes as to which action is to be taken. The Tender Offer and Consent Solicitation are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer or any CHK Old Notes in the Chesapeake Exchange Offers. In addition, this press release is neither an offer to sell nor a solicitation of an offer to purchase any Second Lien Notes in the Chesapeake Exchange Offers. Neither the Tender Offer and Consent Solicitation nor the Chesapeake Exchange Offers are being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer and Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the timing of the settlement and the results of the proposed Tender Offer and Consent Solicitation and the execution of the Supplemental Indenture. Forward-looking statements are statements other than statements of historical fact. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 4, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it has engaged JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., Bank of America, N.A. and MUFG Bank, N.A. to assist with the arrangement of a secured first lien last out 4.5-year term loan facility in the aggregate principal amount of up to $1.5 billion. Chesapeake intends to use the net proceeds of the loan to finance a tender offer and consent solicitation announced today for unsecured notes issued by Brazos Valley Longhorn, L.L.C. ("Brazos Valley") and Brazos Valley Longhorn Finance Corp., each a wholly owned subsidiary of Chesapeake, and to fund the retirement of Brazos Valley's existing secured revolving credit facility. Chesapeake expects these transactions to improve its financial flexibility, as they will allow Brazos Valley and its subsidiaries to support Chesapeake's current and future debt.
The loan will be from one or more commercial banks, and will be secured by the same collateral securing Chesapeake's existing revolving credit facility (with a position in the collateral proceeds waterfall junior to the revolving credit facility).
Amounts borrowed under the new term loan facility will be unconditionally guaranteed on a joint and several basis by Chesapeake's direct and indirect wholly owned domestic subsidiaries that are guarantors under the company's revolving credit facility, including Brazos Valley and its subsidiaries upon the closing of the term loan facility.
Chesapeake's ability to establish the new term loan facility and borrow thereunder will be subject to the receipt of commitments from lenders to provide the term loan facility, the negotiation and execution of definitive loan documents, the success of the consent solicitation and other customary conditions.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the amount and terms of the term loan and the use of proceeds thereof. Forward-looking statements are statements other than statements of historical fact. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 4, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) ("Chesapeake") announced today that it has commenced a tender offer, on behalf of Brazos Valley Longhorn, L.L.C. ("BVL") and Brazos Valley Longhorn Finance Corp. (together with BVL, the "Issuers"), each wholly owned subsidiaries of Chesapeake (the "Tender Offer"), to purchase for cash any and all of the outstanding 6.875% Senior Notes due 2025 (the "Notes") issued by the Issuers. Prior to February 1, 2019, BVL was known as WildHorse Resource Development Corporation.
Concurrently with the Tender Offer, Chesapeake is conducting, on behalf of the Issuers, a simultaneous solicitation of consents (the "Consent Solicitation") from each registered holder (individually, a "Holder" and, collectively, the "Holders") of the Notes with respect to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Existing Indenture"). If Holders of the Notes validly tender their Notes in the Tender Offer, they will be deemed to have validly delivered their related consents, with respect to the principal amount of such tendered Notes, to the Proposed Amendments (the "Consents"). A Holder may not deliver Consents without tendering the related Notes pursuant to the Tender Offer and may not tender Notes without delivering the related Consents pursuant to the Consent Solicitation. The supplemental indenture (the "Supplemental Indenture") containing the Proposed Amendments would amend the Existing Indenture to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently applicable to the Notes.
The terms and conditions of the Tender Offer and Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated December 4, 2019 (the "Offer to Purchase"), and the related Letter of Transmittal and Consent (the "Letter of Transmittal").
The following table sets forth certain terms of the Tender Offer:
Series of Notes | CUSIP Number | Aggregate | Tender Offer | Early Tender | Total | |
6.875% Senior Notes due 2025 | 96812TAB8 | $617,810,000 | $920.00 | $50.00 | $970.00 | |
(1) | Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer (exclusive of any Accrued Interest (as defined below), which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date (as defined below)). |
(2) | Includes the Early Tender Premium (as defined below). |
The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on January 6, 2020, or any other date and time to which Chesapeake extends the Tender Offer and Consent Solicitation (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated. No tenders of Notes and deliveries of related Consents will be valid if submitted after the Expiration Date. Tendered Notes may be validly withdrawn, and delivered Consents may be validly revoked, at or prior to, but not after, 5:00 p.m., New York City time, on December 19, 2019 (such date and time with respect to the Tender Offer and Consent Solicitation, as it may be extended, the "Withdrawal Deadline"), except for certain limited circumstances where additional withdrawal or revocation rights are required by law. After the Withdrawal Deadline, Notes tendered prior to the Expiration Date (whether tendered prior to, at or after the Withdrawal Deadline) may not be withdrawn, and related Consents may no longer be revoked, unless Chesapeake is required to extend withdrawal or revocation rights under applicable law.
Subject to the terms and conditions of the Tender Offer and Consent Solicitation, the consideration for each $1,000 principal amount of Notes validly tendered (with Consents that have been validly delivered) and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table above (the "Tender Offer Consideration"). Holders of Notes that are validly tendered (with Consents that have been validly delivered) at or prior to 5:00 p.m., New York City time, on December 19, 2019 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offer will receive the total consideration for the Notes set forth in the table above (the "Total Consideration"), which consists of the Tender Offer Consideration plus the early tender premium for the Notes as set forth in the table above (the "Early Tender Premium"). Holders of Notes validly tendered (with Consents that have been validly delivered) after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration, but not the Early Tender Premium for the Notes. No tenders of Notes will be valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, Chesapeake will pay in cash accrued and unpaid interest on the Notes accepted for purchase in the Tender Offer from the latest interest payment date to, but not including, the applicable Settlement Date (as defined below) ("Accrued Interest") (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).
Chesapeake reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Notes validly tendered (with Consents that have been validly delivered) at or prior to the Early Tender Date (the date of such acceptance and purchase, the "Early Settlement Date"). The Early Settlement Date will be determined at Chesapeake's option, assuming the conditions to the Tender Offer and Consent Solicitation have been either satisfied or, in certain circumstances, waived by Chesapeake at or prior to the Early Settlement Date. If Chesapeake elects to have an Early Settlement Date, it will accept Notes validly tendered (with Consents that have been validly delivered) at or prior to the Early Tender Date. Promptly following the Expiration Date, Chesapeake will accept for purchase any Notes that have been validly tendered (with Consents that have been validly delivered) (i) at or prior to the Early Tender Date if no Early Settlement Date shall have occurred and (ii) after the Early Tender Date but at or prior to the Expiration Date, subject to all conditions to the Tender Offer and Consent Solicitation having been either satisfied or, in certain circumstances, waived by Chesapeake at or prior to the Expiration Date (the date of such acceptance and purchase, the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date each being a "Settlement Date").
The Tender Offer and Consent Solicitation is subject to, and conditioned upon, the satisfaction or, in certain circumstances, waiver of certain conditions described in the Offer to Purchase, including (i) Chesapeake receiving Consents from Holders of a majority in aggregate principal amount of the outstanding Notes at or prior to the Early Tender Date (the "Requisite Consents Condition") and (ii) Chesapeake obtaining committed financing from one or more banks, investment banks, insurance companies, mutual funds or other institutional lenders for floating rate term loans aggregating $1.5 billion with funding to occur concurrently with the first Settlement Date.
If the Requisite Consents Condition is satisfied, the Issuers intend to execute the Supplemental Indenture to the Existing Indenture with U.S. Bank National Association, the Trustee under the Existing Indenture (the "Trustee"), containing the Proposed Amendments, which would, among other things, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently applicable to the Notes. The Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative until the first Settlement Date; provided that Chesapeake purchases in the Tender Offer at least a majority in aggregate principal amount of the outstanding Notes on such Settlement Date.
The Tender Offer and Consent Solicitation is being made in connection with a concurrent secured term loan financing and a concurrent offer to exchange Chesapeake's 8.00% Senior Notes due 2027, 8.00% Senior Notes due 2026, 8.00% Senior Notes due 2025, 7.50% Senior Notes due 2026 and 7.00% Senior Notes due 2024 (collectively, the "CHK Old Notes") for new 11.5 % Senior Secured Second Lien Notes due 2025 (the "Second Lien Notes") to be issued by Chesapeake (the "Chesapeake Exchange Offers"). The Tender Offer and Consent Solicitation is not contingent or conditioned upon the completion of the Chesapeake Exchange Offers.
J.P. Morgan Securities LLC is acting as the dealer manager and solicitation agent in the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact J.P. Morgan Securities LLC at (212) 834-3424 (collect) or (866) 834-4666 (toll-free). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.
None of Chesapeake, the Issuers, their respective boards of directors or managers, as applicable, or officers, the dealer manager and solicitation agent, the depositary and information agent, the Trustee or any affiliate of any of them makes any recommendation as to whether any Holder should tender or refrain from tendering all or any portion of the principal amount of such Holder's Notes for purchase in the Tender Offer and deliver the related Consents in the Consent Solicitation. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to participate in the Tender Offer and Consent Solicitation and, if so, the amount of Notes as to which action is to be taken. The Tender Offer and Consent Solicitation are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer or any CHK Old Notes in the Chesapeake Exchange Offers. In addition, this press release is neither an offer to sell nor a solicitation of an offer to purchase any Second Lien Notes in the Chesapeake Exchange Offers. Neither the Tender Offer and Consent Solicitation nor the Chesapeake Exchange Offers are being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer and Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the timing of the settlement and the results of the proposed Tender Offer and Consent Solicitation and the execution of the Supplemental Indenture. Forward-looking statements are statements other than statements of historical fact. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 4, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced the commencement of private offers of up to $1,500,000,000 aggregate principal amount (the "Maximum Exchange Amount") of its new 11.5% Senior Secured Second Lien Notes due 2025 (the "Second Lien Notes") in exchange for certain outstanding senior unsecured notes (collectively, the "Existing Notes") issued by the Company, upon the terms and subject to the conditions set forth in the Company's confidential offering memorandum and the related letter of transmittal, each dated December 4, 2019. The Company may, subject to applicable law, increase the Maximum Exchange Amount without extending the Early Tender Date (as defined below) or reinstating withdrawal rights. The Company does not expect to increase the Maximum Exchange Amount to an amount greater than $2,340,000,000, if at all. The Exchange Offers are conditioned upon sufficient Existing Notes being tendered such that at least $1,500,000,000 aggregate principal amount of Second Lien Notes will be issued in the Exchange Offers (the "Minimum Second Lien Note Condition").
The following table sets forth each series of Existing Notes subject to the exchange offers, the acceptance priority level (the "Acceptance Priority Level") for such series and the applicable consideration offered for such series in the applicable exchange offer (each, an "Exchange Offer" and collectively, the "Exchange Offers").
Principal Amount of Second Lien Notes(1) | ||||||||||
Title of Series of Existing Notes | CUSIP Number(s) | Aggregate | Acceptance Priority Level(2) | Early | Late | |||||
8.00% Senior Notes due 2027 | 165167CV7 165167CZ8 | $1,090,000,000 | 1 | $700.00 | $650.00 | |||||
8.00% Senior Notes due 2026 | 165167DC8 U16450AY1 | $918,514,000 | 2 | $700.00 | $650.00 | |||||
8.00% Senior Notes due 2025 | 165167CT2 165167CU9 U16450AU9 | $1,244,498,000 | 3 | $700.00 | $650.00 | |||||
7.50% Senior Notes due 2026 | 165167DB0 | $400,000,000 | 4 | $620.00 | $570.00 | |||||
7.00% Senior Notes due 2024 | 165167DA2 | $850,000,000 | 5 | $620.00 | $570.00 |
(1) | For each $1,000 principal amount of Existing Notes. |
(2) | All Existing Notes that are tendered for exchange in an Exchange Offer at or prior to the Early Tender Date will have priority over Existing Notes that are tendered for exchange after the Early Tender Date, even if such Existing Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Existing Notes tendered at or prior to the Early Tender Date and even if the Company does not elect to have an Early Settlement Date. The maximum amount of Second Lien Notes that the Company will issue in the Exchange Offers equals $1,500,000,000 aggregate principal amount of Second Lien Notes, which the Company reserves the right to increase at any time in its sole discretion, subject to compliance with applicable law and the terms of its outstanding indebtedness. The Company does not expect to increase the Maximum Exchange Amount to an amount greater than $2,340,000,000, if at all. The Exchange Offers are conditioned upon sufficient Existing Notes being tendered such that at least $1,500,000,000 aggregate principal amount of Second Lien Notes will be issued in the Exchange Offers. |
As of December 4, 2019, Eligible Holders (as defined below) representing (a) approximately $723 million, or approximately 79%, of the aggregate principal amount of the 8.00% Senior Notes due 2026 and (b) approximately $262 million, or approximately 25%, of the aggregate principal amount of the 8.00% Senior Notes due 2027 have committed to tender their Existing Notes in the applicable Exchange Offer at or prior to the applicable Early Tender Date.
The Exchange Offers are being made only to Eligible Holders. Eligible Holders must validly tender (and not validly withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on December 17, 2019 (the "Early Tender Date"), in order to be eligible to receive the applicable "Early Exchange Consideration" shown in the table above. Existing Notes validly tendered (and not validly withdrawn) after the Early Tender Date but prior to the Expiration Date (as defined below) will be eligible to receive the applicable "Late Exchange Consideration" set out in such table.
The Exchange Offers will expire at 11:59 p.m., New York City time, on January 2, 2020 (the "Expiration Date"). The final settlement date for the Exchange Offers will occur promptly after the Expiration Date and is expected to occur on January 6, 2020 (the "Final Settlement Date"), subject to all conditions to the Exchange Offers having been satisfied or waived by the Company. The Company may, in its sole discretion, elect to settle an Exchange Offer for any or all series of Existing Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date at any time after the Early Tender Date and at or prior to the Expiration Date (the "Early Settlement Date"), subject to all conditions to the Exchange Offers having been satisfied or waived by the Company. Such Early Settlement Date, if any, will be determined at the Company's option and, if elected, would not be expected to occur earlier than December 19, 2019.
Eligible Holders of Existing Notes accepted for exchange in the Exchange Offers will also receive a cash payment equal to the accrued and unpaid interest on such Existing Notes accepted in the Exchange Offers from the applicable latest interest payment date to, but not including, the applicable settlement date. Interest on the Second Lien Notes will accrue from the date of first issuance of Second Lien Notes.
Tenders may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 17, 2019, but not thereafter unless required by law. The Company may, subject to applicable law, increase the Maximum Exchange Amount without extending the Early Tender Date or reinstating withdrawal rights. Accordingly, Eligible Holders should not tender any Existing Notes that they do not wish to have accepted for exchange by the Company. The Company does not expect to increase the Maximum Exchange Amount to an aggregate principal amount greater than $2,340,000,000, if at all.
In the event that the Exchange Offers are oversubscribed, the principal amounts of each series of Existing Notes that are accepted will be determined in accordance with the "Acceptance Priority Levels" set forth on the table above. All Existing Notes validly tendered and not validly withdrawn having a higher Acceptance Priority Level will be accepted for exchange before any Existing Notes validly tendered having a lower Acceptance Priority Level will be accepted (with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level). Accordingly, all Existing Notes with an Acceptance Priority Level 1 will be accepted for exchange before any Existing Notes with an Acceptance Priority Level 2, and so on, until the Maximum Exchange Amount is allocated. Once all Existing Notes validly tendered (and not validly withdrawn) in a certain Acceptance Priority Level have been accepted for exchange, Existing Notes from the next Acceptance Priority Level may be accepted for exchange. If the remaining portion of the Maximum Exchange Amount is adequate to exchange some but not all of the aggregate principal amount of Existing Notes tendered within the next Acceptance Priority Level, Existing Notes tendered for exchange in that Acceptance Priority Level will be accepted for exchange on a pro rata basis, based on the aggregate principal amount of Existing Notes tendered with respect to that Acceptance Priority Level, and no Existing Notes with a lower Acceptance Priority Level will be accepted for exchange. Depending on the amount tendered and the proration factor applied, if the principal amount of any series of Existing Notes that are unaccepted in the applicable Exchange Offer and returned to a holder as a result of proration would result in less than the minimum authorized denomination for such series being returned to such holder, the Company will either accept or reject all of such holder's validly tendered Existing Notes of such series.
Notwithstanding the foregoing, all Existing Notes that are tendered for exchange in an Exchange Offer at or prior to the Early Tender Date will have priority over Existing Notes that are tendered for exchange after the Early Tender Date, even if such Existing Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Existing Notes tendered at or prior to the Early Tender Date and even if the Company does not elect to have an Early Settlement Date. If the principal amount of Existing Notes validly tendered at or prior to the Early Tender Date constitutes a principal amount of Existing Notes that, if accepted for exchange by the Company, would result in the Company issuing Second Lien Notes having an aggregate principal amount equal to or in excess of the Maximum Exchange Amount, the Company will not accept any Existing Notes tendered for exchange after the Early Tender Date, regardless of the Acceptance Priority Level of such Existing Notes, unless the Company increases the Maximum Exchange Amount.
The Second Lien Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis, by certain subsidiaries of the Company. The Second Lien Notes and the guarantees will be secured by second-priority liens on all of the Company's and the guarantors' assets that secure the Company's existing credit facility and certain other permitted indebtedness, on a first-priority basis, subject to certain exceptions. Any Existing Notes that remain outstanding after the Exchange Offers will be effectively subordinated to the Second Lien Notes to the extent of the value of the collateral securing the Second Lien Notes.
The Exchange Offers are being made in connection with a concurrent secured term loan financing and a concurrent cash tender offer and consent solicitation (the "BVL Tender Offer") with respect to the 6.875% Senior Notes due 2025 (the "BVL Notes") issued by Brazos Valley Longhorn, L.L.C. and Brazos Valley Longhorn Finance Corp. (the "Concurrent Transactions") The Exchange Offers are not conditioned upon the completion of the Concurrent Transactions.
The Exchange Offers are conditioned on the satisfaction or waiver of certain customary conditions, as described in the confidential offering memorandum. Additionally, the Exchange Offers are conditioned upon the Minimum Second Lien Note Condition. The Company may terminate, withdraw, amend or extend any of the Exchange Offers.
The Exchange Offers will only be made, and the confidential offering memorandum and other documents relating to the Exchange Offers will only be distributed to, holders who complete and return an eligibility letter confirming that they are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended ("Securities Act"), or (ii) outside the United States and persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S, who are "non-U.S. qualified offerees" (as defined in the eligibility letter) (such persons, "Eligible Holders"). Holders who desire to obtain and complete an eligibility letter should either visit the website for this purpose at http://www.gbsc-usa.com/eligibility/Chesapeake or call Global Bondholder Services Corporation, the Information Agent and Depositary for the Exchange Offers at (866) 470-4300 (toll-free) or (212) 430-3774 (collect for banks and brokers).
The Company is making the Exchange Offers only to Eligible Holders through, and pursuant to, the terms of the confidential offering memorandum and the related letter of transmittal. The Company and its affiliates do not make any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes. Eligible Holders must make their own decision as to whether to tender Existing Notes and, if so, the principal amount of the Existing Notes to tender. The Company may, to the extent permitted by applicable law, and to the extent permitted by certain restrictive covenants governing the Company's indebtedness, after the Expiration Date of the Exchange Offers, purchase Existing Notes in the open market, in privately negotiated transactions, through subsequent tender or exchange offers or otherwise. The Exchange Offers are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The securities to be offered in the Exchange Offers have not been registered under the Securities Act or any state securities laws; and unless so registered, the securities may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Second Lien Notes, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, this press release is neither an offer to purchase nor a solicitation of an offer to sell any Existing Notes in the Exchange Offers or any BVL Notes in the BVL Tender Offer.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the timing of the settlement, the size of the Exchange Offers and expected participation by certain holders of Existing Notes. Forward-looking statements are statements other than statements of historical fact. They include statements regarding the timing of the settlement, the size of the exchange offers and expected participation by certain holders of Existing Notes. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Nov. 12, 2019 /PRNewswire/ --On November 12, 2019, representatives of NGP Energy Capital Management, L.L.C. ("NGP"), the beneficial owner of 310,812,722 shares of common stock of Chesapeake Energy Corporation (the "Company"), informed the Company that, prior to the commencement of trading, NGP, as manager of certain investment funds, made an in kind pro rata distribution of the shares of the Company to the respective partners of these investment funds.
Chief Executive Officer Doug Lawler commented, "Chesapeake continues to strongly believe our current capital and operating program, coupled with the planned 30% reduction in capital expenditures in 2020, will strengthen the financial position of the company for the long term. We have substantial liquidity with no significant near-term maturities. We continue to pursue strategic levers to reduce debt, including asset sales, capital markets transactions, and focus on cost discipline. Additionally, we are de-risking our cashflows through our hedging program and remain confident in our long-term liquidity."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements regarding the results of our capital and operating program, planned capital expenditures, liquidity and strategic transactions that might affect our liquidity and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices and other factors described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings).
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Nov. 5, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2019 third quarter. Highlights include:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "We are pleased with our execution this quarter as we continue to successfully integrate and realize value from our Brazos Valley acquisition and maximize cash flow from our oil assets while reducing capital directed to our natural gas assets. We expect our oil production to grow approximately 10% in the fourth quarter, compared to the third quarter, and we remain on track to meet our 2019 total production and capital expenditure guidance. Our capital efficiency improvements, expected reduction in cash costs and anticipated capital plan position us to target free cash flow in 2020."
2019 Third Quarter Results
For the 2019 third quarter, Chesapeake reported a net loss of $61 million and a net loss available to common stockholders of $101 million, or $0.06 per diluted share. Adjusting for items typically excluded by securities analysts, the 2019 third quarter adjusted net loss attributable to Chesapeake was $188 million, or $0.11 per share, while adjusted EBITDAX was $577 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 16 - 20 of this release.
Average daily production for the 2019 third quarter was approximately 478,000 barrels of oil equivalent (boe), representing year-over-year growth of 3% adjusted for asset purchases and sales, and consisted of approximately 115,000 bbls of oil, 1.989 billion cubic feet (bcf) of natural gas and 32,000 bbls of natural gas liquids (NGL). Average daily production for the 2018 third quarter was approximately 537,000 boe and consisted of approximately 89,000 bbls of oil, 2.332 bcf of natural gas and 59,000 bbls of NGL. Oil production represented approximately 24% of the company's 2019 third quarter aggregate production, compared to 17% in the 2018 third quarter.
Despite lower average prices for our oil, natural gas and NGL sold, Chesapeake's operating margin remained flat in the 2019 third quarter, compared to the 2018 third quarter, due to an increase in oil production mix and a decrease in cash costs. Gathering, processing and transportation and G&A expenses decreased by $109 million, or approximately $1.39 per boe, while production expense increased $23 million, or $0.86 per boe, when compared to the same quarter in 2018.
Capital Spending Overview
Chesapeake invested total capital expenditures of approximately $640 million during the 2019 third quarter, including capitalized interest of $6 million, compared to approximately $551 million in the 2018 third quarter. The increase in capital expenditures in the 2019 third quarter was largely attributable to an increase in net wells spud, completed and connected. See tables below for a summary of activity and expenditures.
Three Months Ended | ||||||||
2019 | 2018 | |||||||
Net | Gross | Net | Gross | |||||
Operated activity comparison | ||||||||
Average rig count | 13 | 17 | 11 | 19 | ||||
Wells spud | 63 | 87 | 49 | 84 | ||||
Wells completed | 83 | 117 | 59 | 81 | ||||
Wells connected | 83 | 118 | 53 | 75 |
Three Months Ended September 30, | ||||||||
2019 | 2018* | |||||||
Type of cost ($ in millions) | ||||||||
Drilling and completion capital expenditures | $ | 613 | $ | 531 | ||||
Leasehold and additions to other PP&E | 21 | 16 | ||||||
Subtotal capital expenditures | $ | 634 | $ | 547 | ||||
Capitalized interest | 6 | 4 | ||||||
Total capital expenditures | $ | 640 | $ | 551 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. |
Balance Sheet and Liquidity
As of September 30, 2019, Chesapeake's principal amount of debt outstanding inclusive of Brazos Valley debt was approximately $9.732 billion, compared to $8.168 billion as of December 31, 2018. As of September 30, 2019, the company had borrowed $1.504 billion under the $3.0 billion Chesapeake credit facility, utilized approximately $53 million for various letters of credit, and had additional borrowing capacity of approximately $1.443 billion. Under the $1.3 billion Brazos Valley credit facility, the company had borrowed $900 million and had additional borrowing capacity of approximately $400 million. The borrowing base of the Chesapeake credit facility was re-affirmed in November 2019 and the redetermination process for the Brazos Valley credit facility is scheduled for the 2019 fourth quarter.
During the 2019 third quarter, Chesapeake exchanged approximately 319 million common shares for various series of Senior Notes and preferred shares totaling a principal amount of approximately $733 million. The company expects approximately $45 million in interest savings in 2020 as a result of these transactions. The company believes these transactions, together with its planned reduction in capital expenditures in 2020 and other efficiency measures, will reduce its debt levels and improve the ratios under the covenants in the company's revolving credit facility.
As of October 31, 2019, including October and November derivative contracts that have settled, approximately 80% of the company's remaining 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 74% and 75% of its remaining 2019 forecasted oil and natural gas production at average prices of $59.34 per bbl and $2.83 per thousand cubic feet (mcf), respectively. Additionally, Chesapeake has basis protection swaps on approximately 2 million barrels (mmbbls) of its remaining projected 2019 Eagle Ford oil production at a premium to WTI of approximately $5.67 per bbl.
In 2020, Chesapeake currently has downside protection on a portion of its 2020 projected oil production at an average price of $59.28 per bbl and on a portion of its 2020 projected gas production at an average price of $2.76 per mcf.
Operations Update and Highlights
Chesapeake's average daily production for the 2019 third quarter was approximately 478,000 boe compared to approximately 537,000 boe in the 2018 third quarter. The following tables show average daily production and average sales prices received (excluding gains/losses on derivatives) by the company's operating areas for the 2019 and 2018 third quarters.
Three Months Ended September 30, 2019 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 928 | 1.85 | — | — | 154 | 32 | 11.11 | ||||||||||||||||||
Haynesville | — | — | 694 | 2.03 | — | — | 116 | 24 | 12.17 | ||||||||||||||||||
Eagle Ford | 51 | 60.13 | 161 | 2.13 | 16 | 14.24 | 94 | 20 | 38.62 | ||||||||||||||||||
Brazos Valley | 36 | 58.23 | 62 | 1.70 | 6 | 8.84 | 53 | 11 | 43.07 | ||||||||||||||||||
Powder River Basin | 20 | 54.17 | 86 | 1.96 | 5 | 11.49 | 39 | 8 | 33.09 | ||||||||||||||||||
Mid-Continent | 8 | 55.24 | 57 | 1.63 | 5 | 12.06 | 22 | 5 | 26.26 | ||||||||||||||||||
Retained assets(a) | 115 | 58.18 | 1,988 | 1.93 | 32 | 12.44 | 478 | 100 | 22.79 | ||||||||||||||||||
Divested assets | — | — | — | — | — | — | — | — | — | ||||||||||||||||||
Total | 115 | 58.18 | 1,989 | 1.93 | 32 | 12.44 | 478 | 100 | % | 22.79 |
Three Months Ended September 30, 2018 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 812 | 2.46 | — | — | 135 | 25 | 14.77 | ||||||||||||||||||
Haynesville | — | — | 769 | 2.74 | — | — | 128 | 24 | 16.44 | ||||||||||||||||||
Eagle Ford | 58 | 74.38 | 121 | 3.26 | 21 | 28.94 | 100 | 19 | 53.48 | ||||||||||||||||||
Powder River Basin | 12 | 69.24 | 73 | 2.50 | 5 | 27.89 | 29 | 5 | 39.76 | ||||||||||||||||||
Mid-Continent | 9 | 69.76 | 60 | 2.50 | 4 | 29.73 | 23 | 4 | 38.64 | ||||||||||||||||||
Retained assets(a) | 79 | 73.07 | 1,835 | 2.63 | 30 | 28.86 | 415 | 77 | 27.66 | ||||||||||||||||||
Divested assets | 10 | 67.02 | 497 | 2.91 | 29 | 29.34 | 122 | 23 | 24.38 | ||||||||||||||||||
Total | 89 | 72.39 | 2,332 | 2.69 | 59 | 29.09 | 537 | 100 | % | 26.92 |
(a) | Includes assets retained as of September 30, 2019. |
Brazos Valley: Sets new production record
In Chesapeake's Brazos Valley area in central Texas, the company is currently utilizing four rigs and placed 25 wells on production during the 2019 third quarter, 14 of which were placed on production in the last five weeks of the quarter. As a result, the company set a new net oil production record for the month of October 2019 of approximately 40,000 bbls of oil per day, exceeding the monthly production record set by the previous operator in November 2018 while utilizing five rigs. The increase was also driven by improvements to the field's base decline through its well optimization and workover program.
As the company's subsurface understanding evolves, the commercial black oil area of the field continues to expand, further strengthening the inventory of the future drilling program. Since February 1, 2019, the company has placed 13 wells on production which have reached peak 24-hour rates of more than 1,000 bbls of oil per day. The company anticipates placing 20 wells on production in the 2019 fourth quarter.
Chesapeake continues to improve operational efficiencies in its Brazos Valley development program, resulting in a 21% decrease in completed well costs to approximately $830 per foot, and extending its average completed lateral length per well drilled to more than 9,000 feet.
Eagle Ford Shale: Gas gathering and crude oil transportation restructuring provides improved long term field economics, production anticipated to ramp in the fourth quarter
In the company's South Texas Eagle Ford asset, 2019 third quarter volumes were projected to represent the low for the year primarily due to timing of the company's development plan and longer cleanup periods associated with that development. Of the 47 wells Chesapeake placed on production during the 2019 third quarter, 46 were put to sales in August and September. The company is currently running four rigs in South Texas and anticipates placing 41 wells on production in the 2019 fourth quarter.
Additionally, Chesapeake continues to optimize its midstream and downstream commitments and has recently successfully restructured its gas gathering and crude transportation commitments in the Eagle Ford. These agreements allow the company to move away from a cost-of-service mechanism to fixed-fee gathering rate structures, as well as maximize its pipeline commitments going forward.
Powder River Basin: Turner capital efficiency continues to advance and first Niobrara well drilled since 2014 delivers record results
Chesapeake continues to recognize operational efficiencies in the Turner sandstone formation which have driven costs out of its operations, including reductions in cycle times by 25% year over year and in average drilling and completion costs by approximately $800,000, or 10%, per well through the first nine months of 2019 compared to 2018 results. These efficiency enhancements have resulted in a recent four-well Turner pad being drilled and completed for approximately $6.0 million per well, with the last 25 wells turned to sales averaging approximately $7.2 million per well.
While the Turner sandstone formation has been Chesapeake's primary focus in its PRB development program, the company remains enthusiastic about the stacked pay potential in the basin. The company recently placed on production its first Niobrara well since 2014, and in the first 87 days it has produced approximately 106,500 bbls of oil, reaching a 24-hour peak rate of greater than 1,600 bbls of oil per day. The company currently plans to drill and complete four additional Niobrara wells in 2019 and expects that more than 25% of its projected 2020 capital program will be targeting the Niobrara formation. The company is currently utilizing four rigs in the PRB, placed 26 wells on production in the 2019 third quarter and anticipates placing 17 wells on production in the 2019 fourth quarter.
Production volumes in the 2019 third quarter were less than expected, primarily driven by the impact from a group of nine wells placed on production earlier in the year in the northern edge of Chesapeake's Turner acreage. These isolated wells encountered poorer reservoir quality, resulting in lower than expected performance compared to other company-operated wells in the rest of the field. Production volumes were also negatively impacted by unplanned outages due to electrical power issues that interrupted portions of the field's midstream system. The company is working with local utility companies and its midstream partners to ensure reliable power to support all production, gathering and transportation systems.
Marcellus Shale: Recent well performance highlights capital efficiency gains
In the Marcellus Shale, the company continues its strategy of maintaining its operated production to capture the value from seasonal basin congestion and pricing, while achieving lower costs and capital requirements due to the strong performance of recent wells. Wider spacing averaging approximately 1,350 feet between well bores, fit-for-purpose modern completions and improved cycle times continue to yield impressive results for Chesapeake in the Marcellus Shale, with six wells recently turned to sales reaching peak 24-hour flow rates between 60 million cubic feet (mmcf) of gas per day to a record 85 mmcf per day. The company is currently utilizing two rigs in the Marcellus, placed 17 wells on production in the 2019 third quarter and anticipates placing four wells on production in the 2019 fourth quarter.
Haynesville Shale, Mid-Continent: Allocating capital to higher-return areas in 2020
In the Haynesville Shale in Louisiana, Chesapeake placed five wells on production during the 2019 third quarter. The company has released its operated rigs and completion crews in both the Haynesville Shale and Mid-Continent areas for the rest of the year.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2019 third quarter as compared to results in the same quarter in 2018. The three months ended September 30, 2019 include Brazos Valley operations. The three months ended September 30, 2018 do not include Brazos Valley operations.
Three Months Ended | ||||||
2019 | 2018* | |||||
Barrels of oil equivalent production (in mboe) | 43,991 | 49,413 | ||||
Barrels of oil equivalent production (mboe/d) | 478 | 537 | ||||
Oil production (in mbbl/d) | 115 | 89 | ||||
Average realized oil price ($/bbl)(a) | 60.66 | 58.77 | ||||
Natural gas production (in mmcf/d) | 1,989 | 2,332 | ||||
Average realized natural gas price ($/mcf)(a) | 2.38 | 2.69 | ||||
NGL production (in mbbl/d) | 32 | 59 | ||||
Average realized NGL price ($/bbl)(a) | 12.44 | 27.37 | ||||
Production expenses ($/boe) | 3.54 | 2.68 | ||||
Gathering, processing and transportation expenses ($/boe) | 6.12 | 7.36 | ||||
Oil - ($/bbl) | 3.53 | 3.83 | ||||
Natural Gas - ($/mcf) | 1.19 | 1.33 | ||||
NGL - ($/bbl) | 5.19 | 8.59 | ||||
Production taxes ($/boe) | 0.79 | 0.69 | ||||
Exploration expenses ($ in millions) | 17 | 22 | ||||
General and administrative expenses ($/boe)(b) | 1.35 | 1.51 | ||||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) | 0.13 | 0.12 | ||||
Depreciation, depletion, and amortization ($/boe) | 13.04 | 8.20 | ||||
Interest expense ($/boe)(c) | 3.99 | 3.32 | ||||
Marketing net margin ($ in millions)(d) | (13) | (14) | ||||
Net cash provided by operating activities ($ in millions) | 329 | 444 | ||||
Net cash provided by operating activities ($/boe) | 7.48 | 8.99 | ||||
Net loss ($ in millions) | (61) | (146) | ||||
Net loss available to common stockholders ($ in millions) | (101) | (169) | ||||
Net loss per share available to common stockholders – diluted ($) | (0.06) | (0.19) | ||||
Adjusted EBITDAX ($ in millions)(e) | 577 | 584 | ||||
Adjusted EBITDAX ($/boe) | 13.12 | 11.82 | ||||
Adjusted net loss attributable to Chesapeake ($ in millions)(f) | (188) | (8) | ||||
Adjusted net loss attributable to Chesapeake per share - diluted ($)(g) | (0.11) | (0.01) |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. |
(a) | Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Includes the effects of realized (gains) losses from interest rate derivatives, excludes the effects of unrealized (gains) losses from interest rate derivatives and is shown net of amounts capitalized. |
(d) | Marketing net margin is marketing gross margin of ($12) million and ($19) million for the three months ended September 30, 2019 and 2018, excluding non-cash amortization of ($1) million and $5 million, respectively, related to the buy down of a transportation agreement. |
(e) | Defined as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization expense, and exploration expense, as adjusted to remove the effects of certain items detailed in the Reconciliation of Net Income (Loss) to Adjusted EBITDAX. This is a non-GAAP measure. |
(f) | Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed in the Reconciliation of Adjusted Net Income (Loss) Attributable to Chesapeake. This is a non-GAAP measure. |
(g) | Our presentation of diluted adjusted net loss attributable to Chesapeake per share excludes 183 million and 208 million shares for the three months ended September 30, 2019 and 2018, respectively, which are considered antidilutive when calculating diluted earnings per share. |
2019 Third Quarter Financial and Operational Results Conference Call Update
The conference call to discuss the company's financial and operational results has been scheduled on Tuesday, November 5 at 9:00 am EDT. The telephone number to access the conference call is 1-888-317-6003 or 1-412-317-6061 for international callers. The passcode for the call is 2440889. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, cost-cutting measures, reductions in expenditures, proposed refinancing transactions, capital exchange transactions, asset divestitures, reductions in capital expenditures, operational efficiencies, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, expected lateral lengths of wells, anticipated timing and number of wells to be placed into production, expected oil growth trajectory, anticipated timing of execution of new gathering agreement, expected savings in connection with new oil gathering and pipeline agreements, projected capital expenditures, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include our ability to comply with the covenants under our revolving credit facilities and other indebtedness and the related impact on our ability to continue as a going concern, the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
REVENUES AND OTHER: | ||||||||||||||||
Oil, natural gas and NGL(a) | $ | 1,170 | $ | 1,199 | $ | 3,553 | $ | 3,424 | ||||||||
Marketing | 889 | 1,219 | 3,038 | 3,738 | ||||||||||||
Total Revenues | 2,059 | 2,418 | 6,591 | 7,162 | ||||||||||||
Other | 15 | 16 | 45 | 48 | ||||||||||||
Gains (losses) on sales of assets | 13 | (10) | 33 | 27 | ||||||||||||
Total Revenues and Other | 2,087 | 2,424 | 6,669 | 7,237 | ||||||||||||
OPERATING EXPENSES: | ||||||||||||||||
Oil, natural gas and NGL production | 155 | 132 | 453 | 417 | ||||||||||||
Oil, natural gas and NGL gathering, processing and transportation | 270 | 364 | 815 | 1,060 | ||||||||||||
Production taxes | 35 | 34 | 109 | 91 | ||||||||||||
Exploration | 17 | 22 | 56 | 123 | ||||||||||||
Marketing | 901 | 1,238 | 3,071 | 3,798 | ||||||||||||
General and administrative | 66 | 81 | 258 | 273 | ||||||||||||
Restructuring and other termination costs | — | — | — | 38 | ||||||||||||
Provision for legal contingencies, net | — | 8 | 3 | 17 | ||||||||||||
Depreciation, depletion and amortization | 573 | 405 | 1,672 | 1,335 | ||||||||||||
Impairments | 9 | 58 | 11 | 122 | ||||||||||||
Other operating (income) expense | 15 | — | 79 | (1) | ||||||||||||
Total Operating Expenses | 2,041 | 2,342 | 6,527 | 7,273 | ||||||||||||
INCOME (LOSS) FROM OPERATIONS | 46 | 82 | 142 | (36) | ||||||||||||
OTHER INCOME (EXPENSE): | ||||||||||||||||
Interest expense | (177) | (165) | (513) | (482) | ||||||||||||
Gains (losses) on investments | (4) | — | (28) | 139 | ||||||||||||
Gains (losses) on purchases or exchanges of debt | 70 | (68) | 70 | (68) | ||||||||||||
Other income | 3 | 6 | 30 | 62 | ||||||||||||
Total Other Expense | (108) | (227) | (441) | (349) | ||||||||||||
LOSS BEFORE INCOME TAXES | (62) | (145) | (299) | (385) | ||||||||||||
Income tax expense (benefit) | (1) | 1 | (315) | (8) | ||||||||||||
NET INCOME (LOSS) | (61) | (146) | 16 | (377) | ||||||||||||
Net income attributable to noncontrolling interests | — | — | — | (1) | ||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE | (61) | (146) | 16 | (378) | ||||||||||||
Preferred stock dividends | (23) | (23) | (69) | (69) | ||||||||||||
Loss on exchange of preferred stock | (17) | — | (17) | — | ||||||||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ | (101) | $ | (169) | $ | (70) | $ | (447) | ||||||||
LOSS PER COMMON SHARE: | ||||||||||||||||
Basic | $ | (0.06) | $ | (0.19) | $ | (0.04) | $ | (0.49) | ||||||||
Diluted | $ | (0.06) | $ | (0.19) | $ | (0.04) | $ | (0.49) | ||||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): | ||||||||||||||||
Basic | 1,698 | 910 | 1,570 | 909 | ||||||||||||
Diluted | 1,698 | 910 | 1,570 | 909 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. |
(a) | See Supplemental Data - Oil, Natural Gas and NGL Production and Sales Prices for a reconciliation of oil, natural gas and NGL revenue before and after the effect of financial derivatives. |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | ||||||||
September 30, | December 31, | |||||||
Cash and cash equivalents | $ | 14 | $ | 4 | ||||
Other current assets | 1,389 | 1,594 | ||||||
Total Current Assets | 1,403 | 1,598 | ||||||
Property and equipment, net | 14,876 | 10,818 | ||||||
Other long-term assets | 300 | 319 | ||||||
Total Assets | $ | 16,579 | $ | 12,735 | ||||
Current liabilities | $ | 2,348 | $ | 2,887 | ||||
Long-term debt, net | 9,133 | 7,341 | ||||||
Other long-term liabilities | 363 | 374 | ||||||
Total Liabilities | 11,844 | 10,602 | ||||||
Preferred stock | 1,631 | 1,671 | ||||||
Noncontrolling interests | 39 | 41 | ||||||
Common stock and other stockholders' equity | 3,065 | 421 | ||||||
Total Equity | 4,735 | 2,133 | ||||||
Total Liabilities and Equity | $ | 16,579 | $ | 12,735 | ||||
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
Beginning cash and cash equivalents | $ | 4 | $ | 3 | $ | 4 | $ | 5 | ||||||||
Net cash provided by operating activities | 329 | 444 | 1,182 | 1,395 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Drilling and completion costs(a) | (570) | (479) | (1,640) | (1,407) | ||||||||||||
Business combination, net | — | — | (353) | — | ||||||||||||
Acquisitions of proved and unproved properties | (14) | (16) | (31) | (118) | ||||||||||||
Proceeds from divestitures of proved and unproved properties | 28 | 11 | 110 | 395 | ||||||||||||
Additions to other property and equipment | (9) | (6) | (27) | (11) | ||||||||||||
Proceeds from sales of other property and equipment | 2 | 1 | 6 | 75 | ||||||||||||
Proceeds from sales of investments | — | — | — | 74 | ||||||||||||
Net cash used in investing activities | (563) | (489) | (1,935) | (992) | ||||||||||||
Net cash provided by (used in) financing activities | 244 | 46 | 763 | (404) | ||||||||||||
Change in cash and cash equivalents | 10 | 1 | 10 | (1) | ||||||||||||
Ending cash and cash equivalents | $ | 14 | $ | 4 | $ | 14 | $ | 4 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. |
(a) | Includes capitalized interest of $6 million and $4 million for the three months ended September 30, 2019 and 2018, respectively, and includes capitalized interest of $19 million and $13 million for the nine months ended September 30, 2019 and 2018, respectively. |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION AND SALES PRICES (unaudited) | |||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net Production: | |||||||||||||||
Oil (mmbbl) | 10 | 9 | 31 | 25 | |||||||||||
Natural gas (bcf) | 183 | 215 | 550 | 647 | |||||||||||
NGL (mmbbl) | 3 | 5 | 10 | 15 | |||||||||||
Oil equivalent (mmboe) | 44 | 49 | 133 | 148 | |||||||||||
Average daily production (mboe) | 478 | 537 | 486 | 540 | |||||||||||
Oil, Natural Gas and NGL Sales ($ in millions): | |||||||||||||||
Oil sales | $ | 613 | $ | 594 | $ | 1,879 | $ | 1,698 | |||||||
Natural gas sales | 353 | 578 | 1,384 | 1,822 | |||||||||||
NGL sales | 37 | 159 | 149 | 404 | |||||||||||
Total oil, natural gas and NGL sales | $ | 1,003 | $ | 1,331 | $ | 3,412 | $ | 3,924 | |||||||
Financial Derivatives: | |||||||||||||||
Oil derivatives – realized gains (losses)(a) | $ | 26 | $ | (112) | $ | 18 | $ | (273) | |||||||
Natural gas derivatives – realized gains (losses)(a) | 83 | (1) | 71 | 83 | |||||||||||
NGL derivatives – realized losses(a) | — | (10) | — | (14) | |||||||||||
Total realized gains (losses) on financial derivatives | $ | 109 | $ | (123) | $ | 89 | $ | (204) | |||||||
Oil derivatives – unrealized gains (losses)(b) | $ | 98 | $ | 12 | $ | (67) | $ | (115) | |||||||
Natural gas derivatives – unrealized gains (losses)(b) | (40) | (17) | 119 | (168) | |||||||||||
NGL derivatives – unrealized losses(b) | — | (4) | — | (13) | |||||||||||
Total unrealized gains (losses) on financial derivatives | $ | 58 | $ | (9) | $ | 52 | $ | (296) | |||||||
Total financial derivatives | $ | 167 | $ | (132) | $ | 141 | $ | (500) | |||||||
Total oil, natural gas and NGL sales | $ | 1,170 | $ | 1,199 | $ | 3,553 | $ | 3,424 | |||||||
Average Sales Price (excluding gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 58.18 | $ | 72.39 | $ | 59.78 | $ | 68.63 | |||||||
Natural gas ($ per mcf) | $ | 1.93 | $ | 2.69 | $ | 2.51 | $ | 2.82 | |||||||
NGL ($ per bbl) | $ | 12.44 | $ | 29.09 | $ | 15.50 | $ | 26.87 | |||||||
Oil equivalent ($ per boe) | $ | 22.79 | $ | 26.92 | $ | 25.70 | $ | 26.59 | |||||||
Average Sales Price (excluding unrealized gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 60.66 | $ | 58.77 | $ | 60.37 | $ | 57.61 | |||||||
Natural gas ($ per mcf) | $ | 2.38 | $ | 2.69 | $ | 2.64 | $ | 2.94 | |||||||
NGL ($ per bbl) | $ | 12.44 | $ | 27.37 | $ | 15.50 | $ | 25.96 | |||||||
Oil equivalent ($ per boe) | $ | 25.26 | $ | 24.44 | $ | 26.37 | $ | 25.21 |
(a) | Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) | Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE ($ in millions) (unaudited) | ||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
2019 | 2018 | |||||||||||||||
$ | $/Share | $ | $/Share | |||||||||||||
Net loss available to common stockholders (GAAP) | $ | (101) | $ | (0.06) | $ | (169) | $ | (0.19) | ||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Diluted loss available to common stockholders (GAAP)(a) | $ | (101) | $ | (0.06) | $ | (169) | $ | (0.19) | ||||||||
Adjustments: | ||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | (58) | (0.03) | 9 | 0.01 | ||||||||||||
Provision for legal contingencies, net | — | — | 8 | 0.01 | ||||||||||||
(Gains) losses on sales of assets | (13) | (0.01) | 10 | 0.01 | ||||||||||||
Other operating expense | 15 | 0.01 | — | — | ||||||||||||
Impairments | 9 | 0.01 | 58 | 0.06 | ||||||||||||
Losses on investments | 4 | — | — | — | ||||||||||||
(Gains) losses on purchases or exchanges of debt | (70) | (0.04) | 68 | 0.08 | ||||||||||||
Loss on exchange of preferred stock | 17 | 0.01 | — | — | ||||||||||||
Other revenue | (15) | (0.01) | (16) | (0.02) | ||||||||||||
Other | 1 | — | 1 | — | ||||||||||||
Income tax benefit(b) | — | — | — | — | ||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) | (211) | (0.12) | (31) | (0.04) | ||||||||||||
Preferred stock dividends | 23 | 0.01 | 23 | 0.03 | ||||||||||||
Total adjusted net loss attributable to Chesapeake(a)(c) (Non-GAAP) | $ | (188) | $ | (0.11) | $ | (8) | $ | (0.01) |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2019 | 2018 | |||||||||||||||
$ | $/Share | $ | $/Share | |||||||||||||
Net loss available to common stockholders (GAAP) | $ | (70) | $ | (0.04) | $ | (447) | $ | (0.49) | ||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Diluted loss available to common stockholders (GAAP)(d) | $ | (70) | $ | (0.04) | $ | (447) | $ | (0.49) | ||||||||
Adjustments: | ||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | (45) | (0.03) | 296 | 0.33 | ||||||||||||
Restructuring and other termination costs | — | — | 38 | 0.04 | ||||||||||||
Provision for legal contingencies, net | 3 | — | 17 | 0.02 | ||||||||||||
Gains on sales of assets | (33) | (0.02) | (27) | (0.03) | ||||||||||||
Other operating (income) expense(e) | 79 | 0.05 | (1) | — | ||||||||||||
Impairments | 11 | 0.01 | 122 | 0.13 | ||||||||||||
(Gains) losses on investments | 28 | 0.02 | (139) | (0.15) | ||||||||||||
(Gains) losses on purchases or exchanges of debt | (70) | (0.04) | 68 | 0.07 | ||||||||||||
Loss on exchange of preferred stock | 17 | 0.01 | — | — | ||||||||||||
Other revenue | (45) | (0.03) | (48) | (0.05) | ||||||||||||
Other | (3) | — | (60) | (0.07) | ||||||||||||
Income tax benefit(f) | (314) | (0.20) | — | — | ||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) | (442) | (0.27) | (181) | (0.20) | ||||||||||||
Preferred stock dividends | 69 | 0.04 | 69 | 0.08 | ||||||||||||
Total adjusted net loss attributable to Chesapeake(d)(c) (Non-GAAP) | $ | (373) | $ | (0.23) | $ | (112) | $ | (0.12) |
(a) | Our presentation of diluted net losses available to common stockholders per share and diluted adjusted net loss per share excludes 183 million and 208 million shares considered antidilutive for the three months ended September 30, 2019 and 2018. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. | |
(b) | No income tax effect from the adjustments has been included in determining adjusted net income for the three months ended September 30, 2019 and 2018. Our effective tax rate was 0% due to our valuation allowance position. | |
(c) | Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) | Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders our calculations of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled measures of other companies. | ||
(d) | Our presentation of diluted net losses available to common stockholders per share and diluted adjusted net loss per share excludes 184 million and 207 million shares considered antidilutive for the nine months ended September 30, 2019 and 2018. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. | |
(e) | The nine months ended September 30, 2019 includes $34 million in integration and acquisition costs as a result of Chesapeake's merger with WildHorse Resource Development Corporation (WRD). Additionally, most WRD executives and employees were terminated and entitled to severance benefits of approximately $38 million in accordance with certain provisions of existing employment agreements that were triggered by the change in control. | |
(f) | For the nine months ended September 30, 2019, we recorded a net deferred tax liability of $314 million associated with the acquisition of WildHorse Resource Development Corporation. As a result of recording this net deferred tax liability through business combination accounting, we released a corresponding amount of the valuation allowance that we maintain against our net deferred tax asset position. This release resulted in an income tax benefit of $314 million. Further, no income tax expense or benefit is shown for the adjustments being made to arrive at adjusted net loss available to common stockholders as a result of not recording an income tax expense or benefit on current period results due to maintaining a full valuation allowance against our net deferred tax asset position. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) | $ | 329 | $ | 444 | $ | 1,182 | $ | 1,395 | ||||||||
Adjustments: | ||||||||||||||||
Changes in assets and liabilities | 77 | (7) | 214 | (69) | ||||||||||||
Other revenue | (15) | (16) | (45) | (48) | ||||||||||||
Interest expense | 177 | 165 | 513 | 482 | ||||||||||||
Exploration | 7 | 14 | 21 | 42 | ||||||||||||
Income tax expense | (1) | 2 | (1) | 2 | ||||||||||||
Stock-based compensation | (7) | (7) | (24) | (25) | ||||||||||||
Restructuring and other termination costs | — | — | — | 38 | ||||||||||||
Losses on investments | — | — | 6 | — | ||||||||||||
Net income attributable to noncontrolling interests | — | — | — | (1) | ||||||||||||
Other items | 10 | (11) | (1) | 3 | ||||||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 577 | $ | 584 | $ | 1,865 | $ | 1,819 |
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, cash flow provided by operating activities prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to cash flow provided by operating activities because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss), our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
NET INCOME (LOSS) (GAAP) | $ | (61) | $ | (146) | $ | 16 | $ | (377) | ||||||||
Adjustments: | ||||||||||||||||
Interest expense | 177 | 165 | 513 | 482 | ||||||||||||
Income tax expense (benefit) | (1) | 1 | (315) | (8) | ||||||||||||
Depreciation, depletion and amortization | 573 | 405 | 1,672 | 1,335 | ||||||||||||
Exploration | 17 | 22 | 56 | 123 | ||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | (58) | 9 | (45) | 296 | ||||||||||||
Restructuring and other termination costs | — | — | — | 38 | ||||||||||||
Provision for legal contingencies, net | — | 8 | 3 | 17 | ||||||||||||
(Gains) losses on sales of assets | (13) | 10 | (33) | (27) | ||||||||||||
Other operating (income) expense | 15 | — | 79 | (1) | ||||||||||||
Impairments | 9 | 58 | 11 | 122 | ||||||||||||
(Gains) losses on investments | 4 | — | 28 | (139) | ||||||||||||
(Gains) losses on purchases or exchanges of debt | (70) | 68 | (70) | 68 | ||||||||||||
Net (income) loss attributable to noncontrolling interests | — | — | — | (1) | ||||||||||||
Other revenue | (15) | (16) | (45) | (48) | ||||||||||||
Other | — | — | (5) | (61) | ||||||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 577 | $ | 584 | $ | 1,865 | $ | 1,819 |
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to net income (loss) because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss), our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's August 6, 2019 outlook are italicized bold below. | |
Year Ending 12/31/2019 | |
Absolute Production: | |
Oil - mmbbls | 43.0 - 44.5 |
NGL - mmbbls | 13.0 - 15.0 |
Natural gas - bcf | 725 - 750 |
Total absolute production - mmboe | 177 - 184 |
Absolute daily rate - mboe | 484 - 505 |
Estimated Realized Hedging Effects(a) (based on 10/31/19 strip prices) | |
Oil - $/bbl | $1.52 |
Natural gas - $/mcf | $0.15 |
Estimated Basis to NYMEX Prices: | |
Oil - $/bbl | $1.85 - $2.05 |
Natural gas - $/mcf | ($0.15) - ($0.25) |
NGL - realizations as a % of WTI | 25% - 28% |
Operating Costs per boe of Projected Production: | |
Production expense | $3.20 - $3.40 |
Gathering, processing and transportation expenses | $5.90 - $6.40 |
Oil - $/bbl | $2.95 - $3.15 |
Natural Gas - $/mcf | $1.20 - $1.30 |
Production taxes | $0.80 - $0.90 |
General and administrative(b) | $1.75 - $1.85 |
Stock-based compensation (non-cash) | $0.10 - $0.20 |
Marketing Net Margin and Other ($ in millions)(c) | ($15) - ($35) |
Adjusted EBITDAX, based on 10/31/19 strip prices ($ in millions)(d) | $2,400 - $2,600 |
Depreciation, depletion and amortization expense | $12.50 - $13.50 |
Interest expense | $3.70 - $3.90 |
Exploration expense ($ in millions, cash only) | $35 - $45 |
Book Tax Rate | 0% |
Capital Expenditures ($ in millions)(e) | $2,085 - $2,285 |
Capitalized Interest ($ in millions) | $20 |
Total Capital Expenditures ($ in millions) | $2,105 - $2,305 |
(a) | Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Excludes non-cash amortization of approximately $8.7 million related to the buydown of a transportation agreement. |
(d) | Adjusted EBITDAX is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income (loss) but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income (loss) but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDAX to forecasted GAAP net income (loss) would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDAX include interest expense, income taxes, and depreciation, depletion and amortization expense, exploration expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(e) | Includes capital expenditures for drilling and completion, leasehold, developmental geological and geophysical costs, rig termination payments and other property, plant and equipment. Excludes any additional proved property acquisitions and expenditures classified as exploration expense. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of October 31, 2019, including October and November derivative contracts that have settled, approximately 80% of the company's 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 74% and 75% of its remaining 2019 forecasted oil and natural gas production at average prices of $59.34 per bbl and $2.83 per mcf, respectively.
In addition, the company had downside protection on a portion of its 2020 oil production at an average price of $59.28 per bbl and on a portion of its 2020 gas production at an average price of $2.76 per mcf.
The company's crude oil hedging positions were as follows:
Open Crude Oil Swaps | |||||
Volume (mmbbls) | Avg. NYMEX Price of Swaps | ||||
Q4 2019 | 7 | $ | 60.24 | ||
Total 2019 | 7 | $ | 60.24 | ||
Q1 2020 | 4 | $ | 58.50 | ||
Q2 2020 | 4 | $ | 58.57 | ||
Q3 2020 | 4 | $ | 58.64 | ||
Q4 2020 | 3 | $ | 58.71 | ||
Total 2020 | 15 | $ | 58.60 |
Oil Two-Way Collars | |||||||||
Volume (mmbbls) | Avg. NYMEX | Avg. NYMEX | |||||||
Q4 2019 | 1 | $ | 58.00 | $ | 67.75 | ||||
Total 2019 | 1 | $ | 58.00 | $ | 67.75 | ||||
Q1 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Q2 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Q3 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Q4 2020 | 0.5 | $ | 65.00 | $ | 83.25 | ||||
Total 2020 | 2 | $ | 65.00 | $ | 83.25 |
Oil Puts | |||||
Volume (mmbbls) | Avg. NYMEX Bought Put Price | ||||
Q4 2019 | 1 | $ | 54.43 | ||
Total 2019 | 1 | $ | 54.43 |
Oil Swaptions | |||||
Volume (mmbbls) | Avg. NYMEX Strike Price | ||||
Q1 2020 | 1 | $ | 63.15 | ||
Q2 2020 | 1 | $ | 63.15 | ||
Total 2020 | 2 | $ | 63.15 |
Oil Basis Protection Swaps | |||||
Volume (mmbbls) | Avg. NYMEX plus/(minus) | ||||
Q4 2019 | 2 | $ | 5.67 | ||
Total 2019 | 2 | $ | 5.67 | ||
Q1 2020 | 1 | $ | 2.45 | ||
Q2 2020 | 1 | $ | 2.45 | ||
Q3 2020 | 1 | $ | 2.45 | ||
Q4 2020 | 2 | $ | 2.45 | ||
Total 2020 | 5 | $ | 2.45 |
The company's natural gas hedging positions were as follows:
Open Natural Gas Swaps | |||||
Volume (bcf) | Avg. NYMEX Price of Swaps | ||||
Q4 2019 | 118 | $ | 2.84 | ||
Total 2019 | 118 | $ | 2.84 | ||
Q1 2020 | 66 | $ | 2.76 | ||
Q2 2020 | 66 | $ | 2.76 | ||
Q3 2020 | 67 | $ | 2.76 | ||
Q4 2020 | 66 | $ | 2.76 | ||
Total 2020 | 265 | $ | 2.76 |
Natural Gas Two-Way Collars | |||||||||
Volume (bcf) | Avg. NYMEX | Avg. NYMEX | |||||||
Q4 2019 | 9 | $ | 2.75 | $ | 2.91 | ||||
Total 2019 | 9 | $ | 2.75 | $ | 2.91 |
Natural Gas Three-Way Collars | |||||||||||||
Volume (bcf) | Avg. | Avg. | Avg. | ||||||||||
Q4 2019 | 15 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Total 2019 | 15 | $ | 2.50 | $ | 2.80 | $ | 3.10 |
Natural Gas Net Written Call Options | |||||
Volume (bcf) | Avg. NYMEX Strike Price | ||||
Q4 2019 | 6 | $ | 12.00 | ||
Total 2019 | 6 | $ | 12.00 | ||
Q1 2020 | 5 | $ | 12.00 | ||
Q2 2020 | 5 | $ | 12.00 | ||
Q3 2020 | 6 | $ | 12.00 | ||
Q4 2020 | 6 | $ | 12.00 | ||
Total 2020 | 22 | $ | 12.00 |
Natural Gas Net Written Call Swaptions | |||||
Volume (bcf) | Avg. NYMEX Strike Price | ||||
Q1 2020 | 26 | $ | 2.77 | ||
Q2 2020 | 26 | $ | 2.77 | ||
Q3 2020 | 27 | $ | 2.77 | ||
Q4 2020 | 27 | $ | 2.77 | ||
Total 2020 | 106 | $ | 2.77 | ||
Total 2021 | 15 | $ | 2.80 | ||
Total 2022 | 15 | $ | 2.80 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) | Avg. NYMEX | ||||
Q4 2019 | 29 | $ | (0.10) | ||
Total 2019 | 29 | $ | (0.10) | ||
Q1 2020 | 30 | $ | 0.08 | ||
Total 2020 | 30 | $ | 0.08 |
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 |
View original content to download multimedia:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-2019-third-quarter-financial-and-operational-results-maintains-2019-guidance-and-announces-plans-to-reduce-2020-capital-budget-300951452.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Oct. 18, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% | 5% | 5.75% | 5.75% (Series A) | |
NYSE Symbol | CHK Pr D | N/A | N/A | N/A |
Date of Original Issue | September 14, 2005 | November 8, 2005 | May 17, 2010 | May 17, 2010 |
Registered CUSIP | 165167842 | 165167826 | 165167768 | 165167750 |
144A CUSIP | N/A | 165167834 | 165167776 | 165167784 |
RegS CUSIP | N/A | N/A | U16450204 | U16450113 |
Clean (no legends) CUSIP | N/A | N/A | 165167768 | 165167750 |
Par Value per Share | $0.01 | $0.01 | $0.01 | $0.01 |
Shares Outstanding | 2,558,900 | 1,810,667 | 770,528 | 423,363 |
Liquidation Preference per Share | $100 | $100 | $1,000 | $1,000 |
Record Date | December 1, 2019 | November 1, 2019 | November 1, 2019 | November 1, 2019 |
Payment Date | December 15, 2019 | November 15, 2019 | November 15, 2019 | November 15, 2019 |
Amount per Share | $1.125 | $1.25 | $14.375 | $14.375 |
Chesapeake will release its 2019 third quarter operational and financial results before market open on Tuesday, November 5, 2019. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is toll-free 1-888-317-6003 or 1-412-317-6061 for international callers. The passcode for the call is 2440889. The conference call will also be webcast and can be found at www.chk.com in the "Investors" section of the company's website.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Sept. 10, 2019 /PRNewswire/ -- On September 9, 2019, Chesapeake Energy Corporation (NYSE: CHK) entered into a privately negotiated securities exchange agreement under which it has agreed to issue an aggregate of 250,721,554 shares of the company's common stock, par value $0.01 per share, in exchange for: (i) approximately $40.0 million aggregate principal amount of its 5.75% Convertible Preferred Stock; (ii) approximately $112.7 million aggregate principal amount of its 4.875% Senior Notes due 2022; (iii) approximately $129.3 million aggregate principal amount of its 5.75% Senior Notes due 2023; (iv) approximately $155.8 million aggregate principal amount of its 5.5% Convertible Senior Notes due 2026; and (v) approximately $150.0 million aggregate principal amount of its 8.00% Senior Notes due 2027. The company may engage in similar transactions in the future but is under no obligation to do so.
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "We had an opportunity to partner with a large, multi-asset investment manager who believes in the long-term value of our common shares and, in doing so, retired a portion of our debt and preferred stock at a significant discount to its par value and reduced our annual interest and preferred dividend payments by approximately $35 million. We are pleased with the results of this transaction and will continue to focus further debt reduction through a variety of methods including selling non-core assets, improving our capital efficiency and optimizing our capital allocation."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
View original content to download multimedia:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-exchanges-approximately-588-million-of-senior-notes-and-preferred-shares-for-common-shares-300914788.html
SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Aug. 6, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2019 second quarter. Highlights include:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "Driven by the integration of our Brazos Valley asset, steady growth from the PRB and improved base production performance from South Texas and the Mid-Continent, Chesapeake produced approximately 122,000 barrels of oil per day, the highest quarterly oil production in the company's history, and oil production comprised approximately 25% of our total production mix, also a company record. As highlighted above, we have a significant oil growth runway in 2019 and accordingly, we are raising the mid-point of our full-year oil production guidance by approximately 250,000 barrels. In addition, our focus on cash cost leadership has resulted in reducing our full-year guidance for GP&T and production expenses. We believe the trajectory of our oil volume growth and related higher-margin cash flow from those volumes will move higher as we enter 2020.
"As we formulate our initial 2020 plans, we expect to allocate more capital to oil growth areas, with less capital going toward our gas assets. As a result, with an approximately flat capital program to 2019, we project our 2020 oil volumes will show double-digit percentage growth over 2019, while our gas volumes will show a double-digit percentage decline, yet our projected adjusted EBITDAX remains approximately the same at 2019 levels using today's lower NYMEX strip pricing and current hedge position. We look forward to driving further value from our scale, diverse portfolio and capital discipline in 2020 and beyond."
2019 Second Quarter Results
For the 2019 second quarter, Chesapeake reported net income of $98 million and net income available to common stockholders of $75 million, or $0.05 per diluted share. Adjusting for items typically excluded by securities analysts, the 2019 second quarter adjusted net loss attributable to Chesapeake was $158 million or $0.10 per share while adjusted EBITDAX was $612 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 15-19 of this release.
Average daily production for the 2019 second quarter was approximately 496,000 boe and consisted of approximately 122,000 bbls of oil, 2.034 billion cubic feet (bcf) of natural gas and 35,000 bbls of natural gas liquids (NGL). Average daily production for the 2018 second quarter was approximately 530,000 boe and consisted of approximately 90,000 bbls of oil, 2.311 bcf of natural gas and 55,000 bbls of NGL. Oil production represented approximately 25% of the company's 2019 second quarter aggregate production compared to 17% in the 2018 second quarter.
Despite lower average prices for our oil, natural gas and NGL sold, Chesapeake's cash margins increased significantly in the 2019 second quarter compared to the 2018 second quarter, primarily due to a higher oil production mix and a decrease in GP&T and general and administrative expenses. Chesapeake reduced its cash operating expenses on an absolute basis by $57 million, or approximately $0.40 per boe.
Capital Spending Overview
Chesapeake invested total capital expenditures of approximately $559 million during the 2019 second quarter, including capitalized interest of $6 million, compared to approximately $530 million in the 2018 second quarter. The increase in capital expenditures in the 2019 second quarter was largely attributable to an increase in net wells spud, completed and connected. See tables below for a summary of activity and expenditures.
Three Months Ended | |||||||
2019 | 2018 | ||||||
Net | Gross | Net | Gross | ||||
Operated activity comparison | |||||||
Average rig count | 13 | 18 | 12 | 17 | |||
Wells spud | 67 | 92 | 56 | 79 | |||
Wells completed | 70 | 92 | 56 | 85 | |||
Wells connected | 65 | 85 | 63 | 96 | |||
Three Months Ended June 30, | |||||||
2019 | 2018 | ||||||
Type of cost ($ in millions) | |||||||
Drilling and completion capital expenditures | $ | 526 | $ | 513 | |||
Leasehold and additions to other PP&E | 27 | 12 | |||||
Subtotal capital expenditures | $ | 553 | $ | 525 | |||
Capitalized interest | 6 | 5 | |||||
Total capital expenditures | $ | 559 | $ | 530 |
Balance Sheet and Liquidity
As of June 30, 2019, Chesapeake's principal amount of debt outstanding inclusive of Brazos Valley debt was approximately $10.161 billion, compared to $8.168 billion as of December 31, 2018. The increase in debt outstanding was largely a result of $1.375 billion in debt assumed by Chesapeake and the $353 million of net cash consideration paid as part of the WildHorse acquisition on February 1, 2019. As of June 30, 2019, the company had borrowed $1.372 billion under the $3.0 billion Chesapeake credit facility, utilized approximately $54 million for various letters of credit and had additional borrowing capacity of approximately $1.574 billion. Under the $1.3 billion Brazos Valley credit facility, the company had borrowed $686 million and had additional borrowing capacity of approximately $614 million. The borrowing bases of both credit facilities were re-affirmed in May 2019 with the next re-determination dates scheduled for the 2019 fourth quarter.
During the 2019 second quarter, Chesapeake exchanged approximately $919 million of new 8.0% Senior Notes due 2026 for approximately $884 million aggregate principal amount of its Senior Notes due 2020 and 2021 and repaid approximately $380 million of its Floating Rate Senior Notes due 2019 at maturity. As a result, Chesapeake currently has remaining maturities in 2020 and 2021 of $301 million and $294 million, respectively.
Chesapeake has protected a significant amount of its remaining 2019 revenue through hedging. As of July 31, 2019, including July and August derivative contracts that have settled, approximately 85% of the company's remaining 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 79% and 78% of its remaining 2019 forecasted oil and natural gas production at average prices of $59.38 per bbl and $2.83 per thousand cubic feet (mcf), respectively. Additionally, Chesapeake has basis protection on approximately 4.1 million barrels (mmbbls) of its remaining projected 2019 Eagle Ford oil production at a premium to WTI of approximately $5.85 per bbl.
In 2020, Chesapeake currently has downside protection on approximately 14.8 mmbbls of its projected oil production at an average price of $59.93 per bbl and on approximately 264.7 bcf of its projected gas production at an average price of $2.76 per mcf.
Operations Update
Chesapeake's average daily production for the 2019 second quarter was approximately 496,000 boe compared to approximately 530,000 boe in the 2018 second quarter. The following tables show average daily production and average sales prices received (excluding gains/losses on derivatives) by the company's operating areas for the 2019 and 2018 second quarters.
Three Months Ended June 30, 2019 | ||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | |||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | ||||||||||||||||||
Marcellus | — | — | 929 | 2.33 | — | — | 155 | 31 | 13.99 | |||||||||||||||||
Haynesville | — | — | 751 | 2.39 | — | — | 125 | 25 | 14.36 | |||||||||||||||||
Eagle Ford | 58 | 65.82 | 152 | 2.69 | 19 | 12.78 | 102 | 21 | 43.89 | |||||||||||||||||
Brazos Valley | 35 | 63.34 | 55 | 1.81 | 5 | 9.33 | 49 | 10 | 47.57 | |||||||||||||||||
Powder River Basin | 20 | 57.05 | 89 | 2.26 | 5 | 16.30 | 40 | 8 | 35.58 | |||||||||||||||||
Mid-Continent | 9 | 58.12 | 59 | 2.03 | 6 | 16.97 | 25 | 5 | 30.53 | |||||||||||||||||
Retained assets(a) | 122 | 63.09 | 2,035 | 2.35 | 35 | 13.50 | 496 | 100 | 26.13 | |||||||||||||||||
Divested assets | — | — | (1) | 4.66 | — | — | — | — | — | |||||||||||||||||
Total | 122 | 63.04 | 2,034 | 2.35 | 35 | 13.43 | 496 | 100 | % | 26.12 | ||||||||||||||||
Three Months Ended June 30, 2018 | ||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | |||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | ||||||||||||||||||
Marcellus | — | — | 805 | 2.31 | — | — | 134 | 25 | 13.85 | |||||||||||||||||
Haynesville | — | — | 829 | 2.63 | — | — | 139 | 26 | 15.80 | |||||||||||||||||
Eagle Ford | 61 | 70.52 | 143 | 3.22 | 19 | 26.58 | 103 | 20 | 50.70 | |||||||||||||||||
Powder River Basin | 8 | 67.37 | 57 | 2.18 | 4 | 27.12 | 22 | 4 | 36.78 | |||||||||||||||||
Mid-Continent | 10 | 66.77 | 64 | 2.38 | 5 | 24.41 | 25 | 5 | 36.74 | |||||||||||||||||
Retained assets(a) | 79 | 69.70 | 1,898 | 2.52 | 28 | 26.29 | 423 | 80 | 26.03 | |||||||||||||||||
Divested assets | 11 | 63.50 | 413 | 2.76 | 27 | 25.18 | 107 | 20 | 23.68 | |||||||||||||||||
Total | 90 | 68.92 | 2,311 | 2.56 | 55 | 25.74 | 530 | 100 | % | 25.56 |
(a) | Includes assets retained as of June 30, 2019. |
Brazos Valley: Driving significant capital efficiencies, business unit expected to be free cash flow positive in 2019
Chesapeake has driven significant changes and improvements through the first six months of its ownership of the Brazos Valley asset, which was acquired on February 1, 2019. Since taking over daily operations, Chesapeake has realized savings of approximately $600,000 per well, with savings of up to $2 million per well on certain individual wells, compared to the previous operator due to better drilling and completion techniques, faster cycle times and lower oilfield service costs.
The company is currently utilizing four rigs in the Brazos Valley area, placed 24 wells on production (four Austin Chalk gas wells and 20 Eagle Ford oil wells) during the 2019 second quarter and expects to place 26 wells, all in the Eagle Ford oil window, on production during the 2019 third quarter. In 2019, the company has already placed 10 wells to sales that have reached maximum 24-hour production rates of more than 900 bbls of oil per day, compared to three wells that reached that level in the same time period in 2018. Of those 10 wells, seven wells have reached maximum 24-hour production rates of more than 1,000 bbls of oil per day. All but one of these wells incorporated Chesapeake's new enhanced flow back techniques. These results, combined with stronger base production, have resulted in production that has exceeded the company's internal expectations since the acquisition.
Additionally, Chesapeake has redefined its understanding of the fluid windows on the acreage, resulting in a larger Eagle Ford oil window than originally thought. The expansion of the black oil window, based on subsurface analytics and validated by production data from wells drilled in the 2019 first quarter, increased the company's confidence of approximately 230 additional locations in the black oil window. With an expected higher oil cut from these locations, the economics of these wells are projected to be significantly stronger when compared to the company's wells in the volatile oil window or dry gas window areas of the play.
Chesapeake is evaluating options to be a shipper on a crude pipeline that will deliver the company's Brazos Valley oil volumes into the Houston, Texas market beginning in the 2020 fourth quarter. Chesapeake is also pursuing a new gathering agreement in the area that would reduce the current reliance on trucking oil volumes and improve its cost structure in the region. The company expects to have this new gathering agreement in place for the operating area during the second half of 2019.
Eagle Ford Shale: Stronger base production exceeds internal forecasts
In the company's Eagle Ford Shale position in South Texas, base production performance has been strong due to adjusted well-spacing and optimized completion designs. Chesapeake's operated sales volumes were affected by planned third-party processing plant maintenance, which reduced sales volumes for approximately one week in June, yet the business unit was still able to exceed internal forecasts for the quarter due to its stronger base production. Chesapeake is currently utilizing four rigs in the area, which were located on large ranch projects during the 2019 second quarter. As a result, 17 wells were placed on production during the 2019 second quarter and the pace will accelerate to 42 wells to be placed on production during the 2019 third quarter as these larger projects are completed.
Powder River Basin: Steadily growing high-margin oil production
In the PRB, where the company moved a sixth rig in April 2019, Chesapeake placed 16 wells on production during the 2019 second quarter and expects to place 26 wells on production during the 2019 third quarter. Development in the Turner formation continues on pace and the field's gas-to-oil ratio is moving lower as more wells are focused on the oil window. Appraisal well results continue to expand field limits, including the company's first "wine rack" test in the western portion of the Turner area in an attempt to better access stacked pays. Chesapeake recently completed the first new Niobrara well in the northern area of the field since 2014 and production testing will take place in August 2019, with two more Niobrara wells planned for later in the year. The company's first Mowry volatile oil window test is also scheduled for later in 2019.
In the 2019 second quarter, Chesapeake connected its first pads into a new oil gathering pipeline system that transports volumes to Guernsey, Wyoming. New and existing pads across the field are being connected to the gathering system weekly, resulting in meaningful GP&T expense savings going forward. As a result, more than 50% of the company's produced PRB oil is now flowing on the gathering system and is expected to grow up to 75% in the second half of the year. Also during the quarter, Chesapeake secured transportation that allows its PRB oil volumes to receive Gulf Coast pricing. Beginning in the 2020 fourth quarter, the company expects to be able to deliver certain oil volumes on a pipeline system, which has the ability to access both markets in Cushing, Oklahoma and Corpus Christi, Texas.
Marcellus Shale: Improving capital efficiency through disciplined capital spending
Chesapeake continues to create significant free cash flow in the Marcellus Shale in northeast Pennsylvania, driven by strong new well performance as a result of refined spacing, longer laterals and optimized completion designs. These capital efficient volumes, coupled with base production strength and access to better realized in-basin pricing, continue to make this a strong free cash flow generator for Chesapeake. The company is currently utilizing two drilling rigs, placed 14 wells on production during the 2019 second quarter and expects to place 12 wells on production during the 2019 third quarter. The company expects to keep its gas-weighted capital spending at prudent levels in 2020, including in its Marcellus operating area. At the current activity level, Chesapeake has approximately 10 years of drilling inventory at a break-even of $1.50 to $1.75/mcf.
Haynesville Shale: Focused on optimizing base production
In the Haynesville Shale in Louisiana, Chesapeake is currently operating one rig, placed nine wells on production during the 2019 second quarter and expects to place five wells on production during the 2019 third quarter. The company currently expects to reduce its Haynesville Shale dry gas area rig count to zero in the near future.
Mid-Continent: Capital allocated to higher-return areas, high-graded program focused on 2020 activity
In the company's Mid-Continent operating area in Oklahoma, Chesapeake placed five wells on production during the 2019 second quarter. The company dropped its only operated rig in April 2019 and expects to place no more wells on production through the end of the year.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2019 second quarter as compared to results in prior periods. The three months ended June 30, 2019 include Brazos Valley operations. The three months ended June 30, 2018 do not include Brazos Valley operations.
Three Months Ended | |||||
2019 | 2018 | ||||
Barrels of oil equivalent production (in mboe) | 45,165 | 48,263 | |||
Barrels of oil equivalent production (mboe/d) | 496 | 530 | |||
Oil production (in mbbl/d) | 122 | 90 | |||
Average realized oil price ($/bbl)(a) | 61.44 | 57.16 | |||
Natural gas production (in mmcf/d) | 2,034 | 2,311 | |||
Average realized natural gas price ($/mcf)(a) | 2.48 | 2.64 | |||
NGL production (in mbbl/d) | 35 | 55 | |||
Average realized NGL price ($/bbl)(a) | 13.43 | 24.97 | |||
Production expenses ($/boe) | 3.68 | 2.86 | |||
Gathering, processing and transportation expenses ($/boe) | 6.00 | 7.04 | |||
Oil - ($/bbl) | 2.42 | 3.22 | |||
Natural Gas - ($/mcf) | 1.23 | 1.29 | |||
NGL - ($/bbl) | 5.01 | 8.46 | |||
Production taxes ($/boe) | 0.88 | 0.55 | |||
Exploration expenses ($ in millions) | 15 | 20 | |||
General and administrative expenses ($/boe)(b) | 1.79 | 1.98 | |||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) | 0.20 | 0.19 | |||
Depreciation, depletion, and amortization ($/boe) | 12.84 | 9.74 | |||
Interest expense ($/boe)(c) | 3.85 | 3.21 | |||
Marketing net margin ($ in millions)(d) | (19) | (14) | |||
Net cash provided by operating activities ($ in millions) | 397 | 363 | |||
Net cash provided by operating activities ($/boe) | 8.79 | 7.52 | |||
Net income (loss) ($ in millions) | 98 | (249) | |||
Net income (loss) available to common stockholders ($ in millions) | 75 | (272) | |||
Net income (loss) per share available to common stockholders – diluted ($) | 0.05 | (0.30) | |||
Adjusted EBITDAX ($ in millions)(e) | 612 | 518 | |||
Adjusted EBITDAX ($/boe) | 13.55 | 10.73 | |||
Adjusted net loss attributable to Chesapeake ($ in millions)(f) | (158) | (118) | |||
Adjusted net loss attributable to Chesapeake per share - diluted ($)(g) | (0.10) | (0.13) |
(a) | Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Includes the effects of realized (gains) losses from interest rate derivatives, excludes the effects of unrealized (gains) losses from interest rate derivatives and is shown net of amounts capitalized. |
(d) | Marketing net margin is marketing gross margin of ($24) million and ($19) million for the three months ended June 30, 2019 and 2018, excluding non-cash amortization of $5 million related to the buy down of a transportation agreement. |
(e) | Defined as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization expense, and exploration expense, as adjusted to remove the effects of certain items detailed on page 19. This is a non-GAAP measure. See reconciliation of cash provided by operating activities to adjusted EBITDAX on page 18. |
(f) | Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on page 15. This is a non-GAAP measure. See reconciliations of net income (loss) to adjusted net income (loss) available to Chesapeake on pages 15 - 17. |
(g) | Our presentation of diluted adjusted net loss attributable to Chesapeake per share excludes 207 million shares for the three months ended June 30, 2019 and 2018, which are considered antidilutive when calculating diluted earnings per share. |
2019 Second Quarter Financial and Operational Results Conference Call Update
The conference call to discuss the company's financial and operational results has been scheduled on Tuesday, August 6 at 9:00 am EDT. The telephone number to access the conference call is 1-888-317-6003 or 1-412-317-6061 for international callers. The passcode for the call is 6482113. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, expected lateral lengths of wells, anticipated timing and number of wells to be placed into production, anticipated timing of the Brazos Valley business unit becoming cash flow positive, expected oil growth trajectory, anticipated timing of execution of new gathering agreement, expected oil volume growth in connection with new oil gathering system and pipeline system, general and administrative expenses, capital expenditures, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
REVENUES AND OTHER: | ||||||||||||||||
Oil, natural gas and NGL(a) | $ | 1,454 | $ | 982 | $ | 2,383 | $ | 2,225 | ||||||||
Marketing | 916 | 1,273 | 2,149 | 2,519 | ||||||||||||
Total Revenues | 2,370 | 2,255 | 4,532 | 4,744 | ||||||||||||
Other | 15 | 16 | 30 | 32 | ||||||||||||
Gains on sales of assets | 1 | 18 | 20 | 37 | ||||||||||||
Total Revenues and Other | 2,386 | 2,289 | 4,582 | 4,813 | ||||||||||||
OPERATING EXPENSES: | ||||||||||||||||
Oil, natural gas and NGL production | 166 | 138 | 298 | 285 | ||||||||||||
Oil, natural gas and NGL gathering, processing and transportation | 271 | 340 | 545 | 696 | ||||||||||||
Production taxes | 40 | 26 | 74 | 57 | ||||||||||||
Exploration | 15 | 20 | 39 | 101 | ||||||||||||
Marketing | 940 | 1,292 | 2,170 | 2,560 | ||||||||||||
General and administrative | 89 | 105 | 192 | 192 | ||||||||||||
Restructuring and other termination costs | — | — | — | 38 | ||||||||||||
Provision for legal contingencies, net | 3 | 4 | 3 | 9 | ||||||||||||
Depreciation, depletion and amortization | 580 | 471 | 1,099 | 930 | ||||||||||||
Impairments | 1 | 54 | 2 | 64 | ||||||||||||
Other operating (income) expense | 3 | (1) | 64 | (1) | ||||||||||||
Total Operating Expenses | 2,108 | 2,449 | 4,486 | 4,931 | ||||||||||||
INCOME (LOSS) FROM OPERATIONS | 278 | (160) | 96 | (118) | ||||||||||||
OTHER INCOME (EXPENSE): | ||||||||||||||||
Interest expense | (175) | (155) | (336) | (317) | ||||||||||||
Gains (losses) on investments | (23) | — | (24) | 139 | ||||||||||||
Other income | 18 | 57 | 27 | 56 | ||||||||||||
Total Other Expense | (180) | (98) | (333) | (122) | ||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | 98 | (258) | (237) | (240) | ||||||||||||
Income tax benefit | — | (9) | (314) | (9) | ||||||||||||
NET INCOME (LOSS) | 98 | (249) | 77 | (231) | ||||||||||||
Net income attributable to noncontrolling interests | — | — | — | (1) | ||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE | 98 | (249) | 77 | (232) | ||||||||||||
Preferred stock dividends | (23) | (23) | (46) | (46) | ||||||||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | $ | 75 | $ | (272) | $ | 31 | $ | (278) | ||||||||
EARNINGS (LOSS) PER COMMON SHARE: | ||||||||||||||||
Basic | $ | 0.05 | $ | (0.30) | $ | 0.02 | $ | (0.31) | ||||||||
Diluted | $ | 0.05 | $ | (0.30) | $ | 0.02 | $ | (0.31) | ||||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): | ||||||||||||||||
Basic | 1,628 | 909 | 1,505 | 908 | ||||||||||||
Diluted | 1,628 | 909 | 1,505 | 908 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | |
(a) | See page 13 for a reconciliation of oil, natural gas and NGL revenue before and after the effect of financial derivatives. |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | ||||||||
June 30, 2019 | December 31, | |||||||
Cash and cash equivalents | $ | 4 | $ | 4 | ||||
Other current assets | 1,380 | 1,594 | ||||||
Total Current Assets | 1,384 | 1,598 | ||||||
Property and equipment, net | 14,845 | 10,818 | ||||||
Other long-term assets | 311 | 319 | ||||||
Total Assets | $ | 16,540 | $ | 12,735 | ||||
Current liabilities | $ | 2,220 | $ | 2,887 | ||||
Long-term debt, net | 9,701 | 7,341 | ||||||
Other long-term liabilities | 389 | 374 | ||||||
Total Liabilities | 12,310 | 10,602 | ||||||
Preferred stock | 1,671 | 1,671 | ||||||
Noncontrolling interests | 39 | 41 | ||||||
Common stock and other stockholders' equity | 2,520 | 421 | ||||||
Total Equity | 4,230 | 2,133 | ||||||
Total Liabilities and Equity | $ | 16,540 | $ | 12,735 | ||||
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2019 | 2018* | 2019 | 2018* | |||||||||||||
Beginning cash and cash equivalents | $ | 8 | $ | 4 | $ | 4 | $ | 5 | ||||||||
Net cash provided by operating activities | 397 | 363 | 853 | 951 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Drilling and completion costs(a) | (555) | (508) | (1,070) | (928) | ||||||||||||
Business combination, net | — | — | (353) | — | ||||||||||||
Acquisitions of proved and unproved properties | (11) | (85) | (17) | (102) | ||||||||||||
Proceeds from divestitures of proved and unproved properties | 56 | 65 | 82 | 384 | ||||||||||||
Additions to other property and equipment | (9) | (2) | (18) | (5) | ||||||||||||
Proceeds from sales of other property and equipment | 3 | 6 | 4 | 74 | ||||||||||||
Proceeds from sales of investments | — | — | — | 74 | ||||||||||||
Net cash used in investing activities | (516) | (524) | (1,372) | (503) | ||||||||||||
Net cash provided by (used in) financing activities | 115 | 160 | 519 | (450) | ||||||||||||
Change in cash and cash equivalents | (4) | (1) | — | (2) | ||||||||||||
Ending cash and cash equivalents | $ | 4 | $ | 3 | $ | 4 | $ | 3 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | |
(a) | Includes capitalized interest of $6 million and $5 million for the three months ended June 30, 2019 and 2018, respectively, and includes capitalized interest of $12 million and $9 million for the six months ended June 30, 2019 and 2018, respectively. |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION AND SALES PRICES (unaudited) | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net Production: | |||||||||||||||
Oil (mmbbl) | 11 | 8 | 21 | 16 | |||||||||||
Natural gas (bcf) | 185 | 210 | 367 | 432 | |||||||||||
NGL (mmbbl) | 3 | 5 | 7 | 10 | |||||||||||
Oil equivalent (mmboe) | 45 | 48 | 89 | 98 | |||||||||||
Average daily production (mboe) | 496 | 530 | 490 | 542 | |||||||||||
Oil, Natural Gas and NGL Sales ($ in millions): | |||||||||||||||
Oil sales | $ | 700 | $ | 567 | $ | 1,266 | $ | 1,104 | |||||||
Natural gas sales | 436 | 538 | 1,031 | 1,244 | |||||||||||
NGL sales | 43 | 128 | 112 | 245 | |||||||||||
Total oil, natural gas and NGL sales | $ | 1,179 | $ | 1,233 | $ | 2,409 | $ | 2,593 | |||||||
Financial Derivatives: | |||||||||||||||
Oil derivatives – realized losses(a) | $ | (18) | $ | (97) | $ | (8) | (161) | ||||||||
Natural gas derivatives – realized gains (losses)(a) | 24 | 17 | (12) | 84 | |||||||||||
NGL derivatives – realized losses(a) | — | (3) | — | (4) | |||||||||||
Total realized gains (losses) on financial derivatives | $ | 6 | $ | (83) | $ | (20) | $ | (81) | |||||||
Oil derivatives – unrealized gains (losses)(b) | 104 | (105) | (165) | (127) | |||||||||||
Natural gas derivatives – unrealized gains (losses)(b) | 165 | (52) | 159 | (151) | |||||||||||
NGL derivatives – unrealized losses(b) | — | (11) | — | (9) | |||||||||||
Total unrealized gains (losses) on financial derivatives | $ | 269 | $ | (168) | $ | (6) | $ | (287) | |||||||
Total financial derivatives | $ | 275 | $ | (251) | $ | (26) | $ | (368) | |||||||
Total oil, natural gas and NGL sales | $ | 1,454 | $ | 982 | $ | 2,383 | $ | 2,225 | |||||||
Average Sales Price (excluding gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 63.04 | $ | 68.92 | $ | 60.59 | $ | 66.76 | |||||||
Natural gas ($ per mcf) | $ | 2.35 | $ | 2.56 | $ | 2.81 | $ | 2.88 | |||||||
NGL ($ per bbl) | $ | 13.43 | $ | 25.74 | $ | 16.86 | $ | 25.60 | |||||||
Oil equivalent ($ per boe) | $ | 26.12 | $ | 25.56 | $ | 27.15 | $ | 26.43 | |||||||
Average Sales Price (excluding unrealized gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 61.44 | $ | 57.16 | $ | 60.23 | $ | 57.03 | |||||||
Natural gas ($ per mcf) | $ | 2.48 | $ | 2.64 | $ | 2.77 | $ | 3.07 | |||||||
NGL ($ per bbl) | $ | 13.43 | $ | 24.97 | $ | 16.86 | $ | 25.16 | |||||||
Oil equivalent ($ per boe) | $ | 26.25 | $ | 23.82 | $ | 26.92 | $ | 25.60 |
(a) | Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) | Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF ADJUSTED NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ($ in millions) (unaudited) | ||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||
2019 | 2018 | |||||||||||||||
$ | $/Share | $ | $/Share | |||||||||||||
Net income (loss) available to common stockholders (GAAP) | $ | 75 | $ | 0.05 | $ | (272) | $ | (0.30) | ||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Diluted earnings (losses) available to common stockholders (GAAP)(a) | $ | 75 | $ | 0.05 | $ | (272) | $ | (0.30) | ||||||||
Adjustments: | ||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | (268) | (0.16) | 168 | 0.18 | ||||||||||||
Provision for legal contingencies, net | 3 | — | 4 | — | ||||||||||||
Gains on sales of assets | (1) | — | (18) | (0.02) | ||||||||||||
Other operating (income) expense | 3 | — | (1) | — | ||||||||||||
Impairments | 1 | — | 54 | 0.06 | ||||||||||||
Losses on investments | 23 | 0.01 | — | — | ||||||||||||
Other revenue (VPP deferred revenue) | (15) | (0.01) | (16) | (0.02) | ||||||||||||
Other | (2) | — | (60) | (0.06) | ||||||||||||
Income tax benefit(b) | — | — | — | — | ||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) | (181) | (0.11) | (141) | (0.16) | ||||||||||||
Preferred stock dividends | 23 | 0.01 | 23 | 0.03 | ||||||||||||
Earnings allocated to participating securities | — | — | — | — | ||||||||||||
Total adjusted net loss attributable to Chesapeake(a)(c) (Non-GAAP) | $ | (158) | $ | (0.10) | $ | (118) | $ | (0.13) |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Six Months Ended June 30, | ||||||||||||||||
2019 | 2018 | |||||||||||||||
$ | $/Share | $ | $/Share | |||||||||||||
Net income (loss) available to common stockholders (GAAP) | $ | 31 | $ | 0.02 | $ | (278) | $ | (0.31) | ||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Diluted earnings (losses) available to common stockholders (GAAP)(a) | $ | 31 | $ | 0.02 | $ | (278) | $ | (0.31) | ||||||||
Adjustments: | ||||||||||||||||
Unrealized losses on oil, natural gas and NGL derivatives | 13 | 0.01 | 287 | 0.32 | ||||||||||||
Restructuring and other termination costs | — | — | 38 | 0.04 | ||||||||||||
Provision for legal contingencies, net | 3 | — | 9 | 0.01 | ||||||||||||
Gains on sales of assets | (20) | (0.01) | (37) | (0.04) | ||||||||||||
Other operating (income) expense(d) | 64 | 0.04 | (1) | — | ||||||||||||
Impairments | 2 | — | 64 | 0.07 | ||||||||||||
(Gains) losses on investments | 24 | 0.02 | (139) | (0.15) | ||||||||||||
Other revenue (VPP deferred revenue) | (30) | (0.02) | (32) | (0.04) | ||||||||||||
Other | (4) | — | (59) | (0.06) | ||||||||||||
Income tax benefit(e) | (314) | (0.21) | — | — | ||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) | (231) | (0.15) | (148) | (0.16) | ||||||||||||
Preferred stock dividends | 46 | 0.03 | 46 | 0.05 | ||||||||||||
Earnings allocated to participating securities | — | — | — | — | ||||||||||||
Total adjusted net loss attributable to Chesapeake(a)(c) (Non-GAAP) | $ | (185) | $ | (0.12) | $ | (102) | $ (0.11) |
(a) | Our presentation of diluted net earnings (losses) available to common stockholders per share and diluted adjusted net loss per share excludes 207 million shares considered antidilutive for the three months and six months ended June 30, 2019 and 2018. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. | ||
(b) | No income tax effect from the adjustments has been included in determining adjusted net income for the three months ended June 30, 2019 and 2018. Our effective tax rate was 0% due to our valuation allowance position. | ||
(c) | Adjusted net loss available to common stockholders and total adjusted net loss attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | ||
(i) | Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | ||
(ii) | Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | ||
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | ||
Because adjusted net loss available to common stockholders and total adjusted net loss attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders our calculations of adjusted net loss available to common stockholders and total adjusted net loss attributable to Chesapeake may not be comparable to similarly titled measures of other companies. | |||
(d) | The six months ended June 30, 2019 includes $26MM in integration and acquisition costs as a result of Chesapeake's merger with WildHorse Resource Development Corporation (WRD). Additionally, most WRD executives and employees were terminated and entitled to severance benefits of approximately $38 million in accordance with certain provisions of existing employment agreements that were triggered by the change in control. | ||
(e) | For the six months ended June 30, 2019, we recorded a net deferred tax liability of $314 million associated with the acquisition of WildHorse Resource Development Corporation. As a result of recording this net deferred tax liability through business combination accounting, we released a corresponding amount of the valuation allowance that we maintain against our net deferred tax asset position. This release resulted in an income tax benefit of $314 million. Further, no income tax expense or benefit is shown for the adjustments being made to arrive at adjusted net income (loss) available to common stockholders as a result of not recording an income tax expense or benefit on current period results due to maintaining a full valuation allowance against our net deferred tax asset position. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) | $ | 397 | $ | 363 | $ | 853 | $ | 951 | ||||||||
Adjustments: | ||||||||||||||||
Changes in assets and liabilities | 44 | 26 | 137 | (62) | ||||||||||||
Other revenue (VPP deferred revenue) | (15) | (16) | (30) | (32) | ||||||||||||
Interest expense | 175 | 155 | 336 | 317 | ||||||||||||
Exploration | 8 | 15 | 14 | 28 | ||||||||||||
Stock-based compensation | (11) | (9) | (17) | (18) | ||||||||||||
Restructuring and other termination costs | — | — | — | 38 | ||||||||||||
Losses on investments | 7 | — | 6 | — | ||||||||||||
Net income attributable to noncontrolling interest | — | — | — | (1) | ||||||||||||
Other items | 7 | (16) | (11) | 14 | ||||||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 612 | $ | 518 | $ | 1,288 | $ | 1,235 |
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, cash flow provided by operating activities prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to cash flow provided by operating activities because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss), our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
NET INCOME (LOSS) (GAAP) | $ | 98 | $ | (249) | $ | 77 | $ | (231) | ||||||||
Adjustments: | ||||||||||||||||
Interest expense | 175 | 155 | 336 | 317 | ||||||||||||
Income tax benefit | — | (9) | (314) | (9) | ||||||||||||
Depreciation, depletion and amortization | 580 | 471 | 1,099 | 930 | ||||||||||||
Exploration | 15 | 20 | 39 | 101 | ||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | (268) | 168 | 13 | 287 | ||||||||||||
Restructuring and other termination costs | — | — | — | 38 | ||||||||||||
Provision for legal contingencies, net | 3 | 4 | 3 | 9 | ||||||||||||
Gains on sales of assets | (1) | (18) | (20) | (37) | ||||||||||||
Other operating (income) expense | 3 | (1) | 64 | (1) | ||||||||||||
Impairments | 1 | 54 | 2 | 64 | ||||||||||||
(Gains) losses on investments | 23 | — | 24 | (139) | ||||||||||||
Net income attributable to noncontrolling interests | — | — | — | (1) | ||||||||||||
Other revenue (VPP deferred revenue) | (15) | (16) | (30) | (32) | ||||||||||||
Other | (2) | (61) | (5) | (61) | ||||||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 612 | $ | 518 | $ | 1,288 | $ | 1,235 |
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to net income (loss) because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss), our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF AUGUST 6, 2019 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's May 8, 2019 outlook are italicized bold below. | |
Year Ending 12/31/2019 | |
Absolute Production: | |
Oil - mmbbls | 43.0 - 44.5 |
NGL - mmbbls | 13.0 - 15.0 |
Natural gas - bcf | 725 - 750 |
Total absolute production - mmboe | 177 - 184 |
Absolute daily rate - mboe | 484 - 505 |
Estimated Realized Hedging Effects(a) (based on 7/31/19 strip prices) | |
Oil - $/bbl | $0.35 |
Natural gas - $/mcf | $0.14 |
Estimated Basis to NYMEX Prices: | |
Oil - $/bbl | $1.95 - $2.15 |
Natural gas - $/mcf | ($0.10) - ($0.20) |
NGL - realizations as a % of WTI | 25% - 28% |
Operating Costs per boe of Projected Production: | |
Production expense | $3.20 - $3.40 |
Gathering, processing and transportation expenses | $5.90 - $6.40 |
Oil - $/bbl | $2.95 - $3.15 |
Natural Gas - $/mcf | $1.20 - $1.30 |
Production taxes | $0.80 - $0.90 |
General and administrative(b) | $1.75 - $1.85 |
Stock-based compensation (non-cash) | $0.10 - $0.20 |
Marketing Net Margin and Other ($ in millions)(c) | ($15) - ($35) |
Adjusted EBITDAX, based on 7/31/19 strip prices ($ in millions)(d) | $2,450 - $2,650 |
Depreciation, depletion and amortization expense | $12.50 - $13.50 |
Interest expense | $3.80 - $4.00 |
Exploration expense ($ in millions, cash only) | $35 - $45 |
Book Tax Rate | 0% |
Capital Expenditures ($ in millions)(e) | $2,085 - $2,285 |
Capitalized Interest ($ in millions) | $20 |
Total Capital Expenditures ($ in millions) | $2,105 - $2,305 |
(a) | Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Excludes non-cash amortization of approximately $8.7 million related to the buydown of a transportation agreement. |
(d) | Adjusted EBITDAX is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDAX to forecasted GAAP net income would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDAX include interest expense, income taxes, and depreciation, depletion and amortization expense, exploration expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(e) | Includes capital expenditures for drilling and completion, leasehold, developmental geological and geophysical costs, rig termination payments and other property, plant and equipment. Excludes any additional proved property acquisitions and expenditures classified as exploration expense. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of July 31, 2019, including July and August derivative contracts that have settled, approximately 85% of the company's 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 79% and 78% of its remaining 2019 forecasted oil and natural gas production at average prices of $59.38 per bbl and $2.83 per mcf, respectively.
In addition, the company had downside protection on a portion of its 2020 oil production at an average price of $59.93 per bbl and on a portion of its 2020 gas production at an average price of $2.76 per mcf.
The company's crude oil hedging positions were as follows:
Open Crude Oil Swaps | |||||
Volume (mmbbls) | Avg. NYMEX Price of Swaps | ||||
Q3 2019 | 7 | $ | 60.16 | ||
Q4 2019 | 7 | $ | 60.24 | ||
Total 2019 | 14 | $ | 60.20 | ||
Total 2020 | 13 | $ | 59.21 |
Oil Two-Way Collars | |||||||||
Volume (mmbbls) | Avg. NYMEX | Avg. NYMEX | |||||||
Q3 2019 | 2 | $ | 58.00 | $ | 67.75 | ||||
Q4 2019 | 1 | $ | 58.00 | $ | 67.75 | ||||
Total 2019 | 3 | $ | 58.00 | $ | 67.75 | ||||
Total 2020 | 2 | $ | 65.00 | $ | 83.25 |
Oil Puts | |||||
Volume (mmbbls) | Avg. NYMEX Bought Put Price | ||||
Total 2019 | 1 | $ | 54.13 | ||
Oil Swaptions | |||||
Volume (mmbbls) | Avg. NYMEX Strike Price | ||||
Total 2020 | 2 | $ | 63.15 | ||
Oil Basis Protection Swaps | |||||
Volume (mmbbls) | Avg. NYMEX plus/(minus) | ||||
Q3 2019 | 2 | $ | 5.97 | ||
Q4 2019 | 2 | $ | 5.67 | ||
Total 2019 | 4 | $ | 5.85 |
The company's natural gas hedging positions were as follows:
Open Natural Gas Swaps | |||||
Volume (bcf) | Avg. NYMEX Price of Swaps | ||||
Q3 2019 | 137 | $ | 2.83 | ||
Q4 2019 | 118 | $ | 2.84 | ||
Total 2019 | 255 | $ | 2.84 | ||
Total 2020 | 265 | $ | 2.76 |
Natural Gas Two-Way Collars | |||||||||
Volume (bcf) | Avg. NYMEX | Avg. NYMEX | |||||||
Q3 2019 | 9 | $ | 2.75 | $ | 2.91 | ||||
Q4 2019 | 9 | $ | 2.75 | $ | 2.91 | ||||
Total 2019 | 18 | $ | 2.75 | $ | 2.91 |
Natural Gas Three-Way Collars | |||||||||||||
Volume (bcf) | Avg. | Avg. | Avg. | ||||||||||
Q4 2019 | 15 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Total 2019 | 15 | $ | 2.50 | $ | 2.80 | $ | 3.10 |
Natural Gas Net Written Call Options | |||||
Volume (bcf) | Avg. NYMEX Strike Price | ||||
Q3 2019 | 6 | $ | 12.00 | ||
Q4 2019 | 5 | $ | 12.00 | ||
Total 2019 | 11 | $ | 12.00 | ||
Total 2020 | 22 | $ | 12.00 |
Natural Gas Net Written Call Swaptions | |||||
Volume (bcf) | Avg. NYMEX Strike Price | ||||
Total 2020 | 106 | $ | 2.77 | ||
Total 2021 | 15 | $ | 2.80 | ||
Total 2022 | 15 | $ | 2.80 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) | Avg. NYMEX | ||||
Q3 2019 | 11 | $ | 0.20 | ||
Q4 2019 | 15 | $ | (0.23) | ||
Total 2019 | 26 | $ | (0.05) | ||
Total 2020 | 15 | $ | (0.19) |
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
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SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, July 19, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% | 5% | 5.75% | 5.75% (Series A) | |
NYSE Symbol | CHK Pr D | N/A | N/A | N/A |
Date of Original Issue | September 14, 2005 | November 8, 2005 | May 17, 2010 | May 17, 2010 |
Registered CUSIP | 165167842 | 165167826 | 165167768 | 165167750 |
144A CUSIP | N/A | 165167834 | 165167776 | 165167784 |
RegS CUSIP | N/A | N/A | U16450204 | U16450113 |
Clean (no legends) CUSIP | N/A | N/A | 165167768 | 165167750 |
Par Value per Share | $0.01 | $0.01 | $0.01 | $0.01 |
Shares Outstanding | 2,558,900 | 1,810,667 | 770,528 | 463,363 |
Liquidation Preference per Share | $100 | $100 | $1,000 | $1,000 |
Record Date | September 1, 2019 | August 1, 2019 | August 1, 2019 | August 1, 2019 |
Payment Date | September 15, 2019 | August 15, 2019 | August 15, 2019 | August 15, 2019 |
Amount per Share | $1.125 | $1.25 | $14.375 | $14.375 |
Chesapeake will release its 2019 second quarter operational and financial results before market open on Tuesday, August 6, 2019. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is toll-free 1-888-317-6003 or 1-412-317-6061 for international callers. The passcode for the call is 6482113. The conference call will also be webcast and can be found at www.chk.com in the "Investors" section of the company's website.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, May 8, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2019 first quarter. Highlights include:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "We continue to execute on our strategic priorities and once again delivered strong financial and operational results. The encouraging early results from our Brazos Valley business unit, which we now project will be cash flow positive at the asset operating level in 2019, demonstrates our capability to apply our capital and operating efficiency to immediately transform a new asset in our portfolio. We believe we will see significantly more savings in the year ahead as we fully integrate our Brazos Valley operations into Chesapeake. With our transformational oil growth and capital efficiency continuing to improve, our confidence is strong as we drive towards achieving our strategic priorities of meaningful margin enhancement, sustainable free cash flow and a net debt to EBITDAX ratio of two times."
2019 First Quarter Results
Average daily production for the 2019 first quarter was approximately 484,000 boe and consisted of approximately 109,000 bbls of oil, 2.023 billion cubic feet (bcf) of natural gas and 39,000 bbls of natural gas liquids. Average daily production for the 2018 first quarter was approximately 554,000 boe and consisted of approximately 92,000 bbls of oil, 2.466 bcf of natural gas and 51,000 bbls of NGL. Oil production represented approximately 22% of the company's 2019 first quarter aggregate production compared to 17% in the 2018 first quarter.
Chesapeake's operating margin per boe increased significantly in the 2019 first quarter compared to the 2018 first quarter, primarily driven by a higher oil production mix and a decrease in certain of its cash operating expenses (production expenses, gathering, processing and transportation expenses, and general and administrative expenses). Chesapeake reduced its cash operating expenses on an absolute basis by $81 million, or approximately $0.18 per boe, primarily driven by significant reductions in the company's gathering, processing and transportation expenses primarily as a result of certain 2018 divestitures.
In the 2019 first quarter, Chesapeake converted to the successful efforts method of accounting for its oil and natural gas exploration and development activities. See the table below for successful efforts-based financial results and results as calculated under the full cost method.
Three Months Ended March 31, 2019 | ||||||||
($ in millions, except per share amounts) | As Reported Under | Under Full Cost | ||||||
Net income (loss) available to common stockholders | $ | (44) | $ | 156 | ||||
Net income (loss) per diluted share | $ | (0.03) | $ | 0.11 | ||||
Adjusted net income (loss) attributable to Chesapeake (non-GAAP) | $ | (27) | $ | 197 | ||||
Adjusted net income (loss) per share attributable to Chesapeake (non-GAAP) | $ | (0.02) | $ | 0.14 | ||||
Adjusted EBITDAX (non-GAAP) | $ | 676 | $ | 688 |
Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures and pro forma comparisons to the previously employed method of accounting are provided on pages 14-21 of this release.
Capital Spending Overview
Chesapeake incurred total capital expenditures of approximately $559 million during the 2019 first quarter, including capitalized interest of $6 million, compared to approximately $543 million in the 2018 first quarter. The increase in capital expenditures in the 2019 first quarter was largely attributable to a higher average rig count and an increase in gross wells spud, completed and connected. A summary is provided in the table below.
Three Months Ended | ||||||||
2019 | 2018 | |||||||
Net | Gross | Net | Gross | |||||
Operated activity comparison | ||||||||
Average rig count | 12 | 20 | 10 | 15 | ||||
Wells spud | 53 | 79 | 53 | 77 | ||||
Wells completed | 60 | 83 | 56 | 76 | ||||
Wells connected | 60 | 83 | 44 | 57 |
Three Months Ended March 31, 2019 | ||||||||||||
Under | Successful | As Reported | ||||||||||
Type of cost ($ in millions) | ||||||||||||
Drilling and completion capital expenditures | $ | 560 | $ | (18) | $ | 542 | ||||||
Leasehold and additions to other PP&E | 13 | (2) | 11 | |||||||||
Subtotal capital expenditures | $ | 573 | $ | (20) | $ | 553 | ||||||
Capitalized interest | 32 | (26) | 6 | |||||||||
Total capital expenditures | $ | 605 | $ | (46) | $ | 559 | ||||||
Three Months Ended March 31, 2018 | ||||||||||||
Under | Successful | As Reported | ||||||||||
Type of cost ($ in millions) | ||||||||||||
Drilling and completion capital expenditures | $ | 539 | $ | (17) | $ | 522 | ||||||
Leasehold and additions to other PP&E | 29 | (12) | 17 | |||||||||
Subtotal capital expenditures | $ | 568 | $ | (29) | $ | 539 | ||||||
Capitalized interest | 43 | (39) | 4 | |||||||||
Total capital expenditures | $ | 611 | $ | (68) | $ | 543 |
Balance Sheet and Liquidity
As of March 31, 2019, Chesapeake's principal amount of debt outstanding inclusive of BVL debt was approximately $9.978 billion, compared to $8.168 billion as of December 31, 2018. The increase in debt outstanding was largely a result of $1.375 billion in debt assumed by Chesapeake as part of the WildHorse acquisition on February 1, 2019. As of March 31, 2019, under the $3.0 billion Chesapeake credit facility, the company had borrowed $842 million, utilized approximately $61 million for various letters of credit and had additional borrowing capacity of approximately $2.097 billion. Under the $1.3 billion BVL credit facility, BVL had borrowed $688 million, utilized approximately $47 million for a letter of credit and had additional borrowing capacity of approximately $565 million.
On April 3, 2019, Chesapeake exchanged approximately $919 million of new 8.0% Senior Notes due 2026 for approximately $884 million aggregate principal amount of its Senior Notes due 2020 and 2021. On April 15, 2019, Chesapeake repaid at maturity approximately $380 million of its Floating Rate Senior Notes due 2019.
Chesapeake has a robust hedge portfolio in place for 2019 to reduce its future revenue risk. As of May 3, 2019, including April and May derivative contracts that have settled, approximately 70% of the company's 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 70% and 80% of its remaining 2019 forecasted oil and natural gas production at average prices of $58.75 per bbl and $2.83 per thousand cubic feet (mcf), respectively. Additionally, Chesapeake has basis protection on approximately 6 million barrels (mmbbls) of its remaining projected 2019 Eagle Ford oil production at a premium to WTI of approximately $5.69 per bbl.
Operations Update
Chesapeake's average daily production for the 2019 first quarter was approximately 484,000 boe compared to approximately 554,000 boe in the 2018 first quarter. The following tables show average daily production and average daily sales prices received (excluding gains/losses on derivatives) by the company's operating areas for the 2019 and 2018 first quarters.
Three Months Ended March 31, 2019 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 948 | 3.54 | — | — | 158 | 33 | 21.23 | ||||||||||||||||||
Haynesville | — | — | 759 | 2.94 | — | — | 126 | 26 | 17.63 | ||||||||||||||||||
Eagle Ford | 62 | 59.77 | 149 | 3.58 | 24 | 21.69 | 110 | 23 | 42.97 | ||||||||||||||||||
Brazos Valley(a) | 23 | 59.32 | 23 | 2.04 | 3 | 8.25 | 30 | 6 | 47.55 | ||||||||||||||||||
Powder River Basin | 16 | 50.90 | 82 | 3.38 | 6 | 18.57 | 36 | 7 | 33.72 | ||||||||||||||||||
Mid-Continent | 8 | 52.75 | 61 | 2.82 | 6 | 21.69 | 24 | 5 | 30.57 | ||||||||||||||||||
Retained assets(b) | 109 | 57.81 | 2,022 | 3.27 | 39 | 20.05 | 484 | 100 | 28.23 | ||||||||||||||||||
Divested assets | — | — | 1 | — | — | — | — | — | 6.82 | ||||||||||||||||||
Total | 109 | 57.80 | 2,023 | 3.27 | 39 | 20.03 | 484 | 100 | % | 28.22 | |||||||||||||||||
Three Months Ended March 31, 2018 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 874 | 3.74 | — | — | 146 | 26 | 22.45 | ||||||||||||||||||
Haynesville | — | — | 832 | 2.80 | — | — | 139 | 25 | 16.79 | ||||||||||||||||||
Eagle Ford | 61 | 66.16 | 141 | 3.30 | 18 | 24.72 | 102 | 19 | 48.21 | ||||||||||||||||||
Powder River Basin | 7 | 62.87 | 47 | 2.82 | 3 | 28.77 | 18 | 3 | 37.66 | ||||||||||||||||||
Mid-Continent | 8 | 61.92 | 62 | 2.68 | 4 | 26.06 | 23 | 4 | 34.74 | ||||||||||||||||||
Retained assets(b) | 76 | 65.36 | 1,956 | 3.25 | 25 | 25.38 | 428 | 77 | 28.07 | ||||||||||||||||||
Divested assets | 16 | 60.98 | 510 | 2.92 | 26 | 25.53 | 126 | 23 | 24.54 | ||||||||||||||||||
Total | 92 | 64.61 | 2,466 | 3.18 | 51 | 25.45 | 554 | 100 | % | 27.27 |
(a) | Average production per day since date of acquisition, 59 days, was approximately 35 mbbls of oil, 35 mmcf of natural gas and 5 mbbls of NGLs, respectively, for an average total production of 45 mboe per day. |
(b) | Includes assets retained as of March 31, 2019. |
Brazos Valley
The company's new business unit, which operates in the northern part of the Eagle Ford Shale and Austin Chalk Trend located primarily in Burleson, Lee and Washington counties in Texas, has already seen significant operational improvements since the company's acquisition closed on February 1, 2019. Within the first two months of owning the asset, Chesapeake has dramatically improved cycle times with faster drilling and more fracture stimulation stages completed per day, resulting in significant cost reductions. Through the first two months of operations, the company has already realized savings of approximately $500,000 per well due to improved drilling and completion techniques, supply chain and logistics synergies and the switch to regional sand sourced from its wholly owned sand mine in Burleson County that commenced operations in February 2019. Additional cost savings have been identified and the company expects the per-well savings to increase throughout the year.
On the company's Eagle Ford Easy Rider pad located in Burleson County, Chesapeake initiated its first choke management test in the area yielding significantly improved results. With completed laterals of approximately 7,500 feet, the pad's two wells achieved 24-hour peak oil production rates of 898 bbls per day and 1,546 bbls per day, respectively, demonstrating an approximate 35% uplift to historical type curve estimates from the area.
Additionally, Chesapeake has drilled and completed its first set of proprietary Eagle Ford wells on the Bell pad located in Burleson County. These four wells were completed with decreased fluid volumes (8,000 bbls per stage compared to 10,000 to 12,000 bbls per stage previously) and were placed on production in April 2019. While the average production rate from the pad is still climbing, the pad has already achieved a peak 24-hour oil production rate of 2,723 bbls of oil. These results are encouraging as the company optimizes fracture stimulations with lower fluids and higher sand volumes, simultaneously reducing costs and increasing productivity.
The company is currently utilizing four rigs in the area, placed 13 wells on production (five gas wells and eight oil wells) during the 2019 first quarter and expects to place 27 wells on production (four gas wells and 23 oil wells) during the 2019 second quarter. Included in the company's first quarter capital program were wells in the process of being completed in the gas window of the Austin Chalk play at the time of the closing of the acquisition. The company has since moved all four rigs to the oil and volatile oil windows of the Eagle Ford due to better economics and oil volumes. Chesapeake now anticipates its 2019 drilling program will average a lateral length of approximately 9,000 feet per well, representing a 27% increase over 2018 levels. The combination of longer laterals, optimized completions and effective flow back procedures have already delivered significant improvements in capital efficiency and returns, as expected as part of the company's original acquisition analysis, with more improvements expected in the next few months.
Eagle Ford Shale
In the company's Eagle Ford Shale position in South Texas, Chesapeake continues to generate free cash flow through steady oil volume production. Well performance has been especially strong due to optimized well spacing, enhanced completion designs and base production improvements resulting in consistent, high-margin oil volumes and markedly shallower production declines. Additional base production management efforts are expected throughout the year. Chesapeake is currently utilizing four rigs in South Texas, placed 29 wells on production during the 2019 first quarter and expects to place 16 wells on production during the 2019 second quarter.
The company is able to access Gulf Coast premium markets resulting in higher realized crude oil pricing for both its Brazos Valley and legacy Eagle Ford areas, contributing to higher margins. The company has protected a portion of this pricing advantage with basis hedges on approximately 6 mmbbls of remaining projected 2019 oil production at a premium to WTI of approximately $5.69 per bbl.
Powder River Basin
As a part of its ongoing portfolio optimization, Chesapeake has recently shifted a portion of its planned capital dollars from its Marcellus Shale and Mid-Continent areas to the PRB, where the company has recently moved a sixth rig. While all six rigs are currently drilling in the Turner formation, the company will transition one of the rigs to selectively drill Niobrara wells later in the year.
Average net production from the PRB for the 2019 first quarter was approximately 36,000 boe per day, including 16,000 bbls of oil, after experiencing several significant downtime events due to winter weather. Average net production from the PRB for the month of April was approximately 39,000 boe per day, including 18,000 bbls of oil and, as of May 1, 2019, the company set a new production record of approximately 42,000 boe per day, including 20,000 bbls of oil. The company placed 13 wells on production during the 2019 first quarter and expects to place 15 wells on production during the 2019 second quarter. As a result of the additional capital allocated to the PRB, the company now expects to place an additional eight wells to sales during the 2019 third and fourth quarters than initially forecasted.
Chesapeake recently achieved a new record-setting Turner oil well, the RRC 5-34-70 USA B TR 21H, which reached a peak rate of approximately 4,000 boe per day (75% oil) on May 4, 2019, while flowing at 2,000 psi wellhead pressure on a 48/64 inch choke. The company is encouraged by the exceptional well results in this area and expects continued success in the 2019 development program.
In May 2019, Chesapeake began connecting pads into a new oil gathering pipeline system which will transport volumes to Guernsey, Wyoming. The company expects the system to be fully operational across the field by June 2019, resulting in significant cost savings and improved certainty of delivery compared to trucking volumes. Chesapeake will use this new gathering system as an entry point into interstate pipelines and is working to deliver these volumes both to Cushing, Oklahoma beginning this summer and to Gulf Coast premium markets at Corpus Christi beginning in late 2020.
Marcellus Shale
Chesapeake continues to generate significant free cash flow in the Marcellus Shale in northeast Pennsylvania, primarily driven by strong realized in-basin gas prices and record production from improved well productivity through enhanced completions and longer laterals. Chesapeake achieved a record daily gross production level of approximately 2.5 bcf of gas per day in January 2019, resulting in record average net production of 948 mcf of gas per day during the 2019 first quarter. The company is currently utilizing three rigs but plans to move to two rigs by the end of June 2019. Chesapeake placed nine wells on production during the 2019 first quarter and expects to place 14 wells on production during the 2019 second quarter.
Haynesville Shale
In the Haynesville Shale in Louisiana, Chesapeake expects to decrease its activity throughout the year, moving from two rigs to one rig by the end of May 2019. The company placed ten wells on production in the Haynesville Shale during the 2019 first quarter and expects to place nine wells on production during the 2019 second quarter.
Mid-Continent
In the company's Mid-Continent operating area in Oklahoma, Chesapeake dropped its only rig in May 2019. The company placed nine wells on production during the 2019 first quarter and expects to place five wells on production during the 2019 second quarter. The company expects to increase activity in the Mid-Continent area in 2020, after newly acquired 3D seismic has been interpreted and its drilling inventory has been high-graded.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2019 first quarter as compared to results in prior periods. The three months ended March 31, 2019 include two months of Brazos Valley operations. The three months ending March 31, 2018 do not include Brazos Valley operations.
Three Months Ended | ||||||
2019 | 2018 | |||||
Barrels of oil equivalent production (in mboe) | 43,600 | 49,879 | ||||
Barrels of oil equivalent production (mboe/d) | 484 | 554 | ||||
Oil production (in mbbl/d) | 109 | 92 | ||||
Average realized oil price ($/bbl)(a) | 56.86 | 56.89 | ||||
Natural gas production (in mmcf/d) | 2,023 | 2,466 | ||||
Average realized natural gas price ($/mcf)(a) | 3.07 | 3.49 | ||||
NGL production (in mbbl/d) | 39 | 51 | ||||
Average realized NGL price ($/bbl)(a) | 20.03 | 25.36 | ||||
Production expenses ($/boe) | 3.02 | 2.94 | ||||
Gathering, processing and transportation expenses ($/boe) | 6.29 | 7.15 | ||||
Oil - ($/bbl) | 3.47 | 4.18 | ||||
Natural Gas - ($/mcf) | 1.21 | 1.27 | ||||
NGL - ($/bbl) | 5.57 | 8.83 | ||||
Production taxes ($/boe) | 0.78 | 0.62 | ||||
Exploration expenses ($ in millions) | 24 | 81 | ||||
General and administrative expenses ($/boe)(b) | 2.20 | 1.60 | ||||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) | 0.14 | 0.14 | ||||
DD&A of oil and natural gas properties ($/boe) | 11.90 | 9.20 | ||||
Interest expense ($/boe)(c) | 3.67 | 3.25 | ||||
Marketing net margin ($ in millions)(d) | 8 | (17) | ||||
Net cash provided by operating activities ($ in millions) | 456 | 588 | ||||
Net cash provided by operating activities ($/boe) | 10.46 | 11.79 | ||||
Net income (loss) ($ in millions) | (21) | 18 | ||||
Net loss available to common stockholders ($ in millions) | (44) | (6) | ||||
Net loss per share available to common stockholders – diluted ($) | (0.03) | (0.01) | ||||
Adjusted EBITDAX ($ in millions)(e) | 676 | 717 | ||||
Adjusted EBITDAX ($/boe) | 15.50 | 14.37 | ||||
Adjusted net income (loss) attributable to Chesapeake ($ in millions)(f) | (27) | 16 | ||||
Adjusted net income (loss) attributable to Chesapeake per share - diluted ($)(g) | (0.02) | 0.02 |
(a) | Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Includes the effects of realized (gains) losses from interest rate derivatives, excludes the effects of unrealized (gains) losses from interest rate derivatives and is shown net of amounts capitalized. |
(d) | Excludes non-cash amortization of $5 million for the three months ended March 31, 2019 and 2018, related to the buydown of a transportation agreement. |
(e) | Defined as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization expense, and exploration expense, as adjusted to remove the effects of certain items detailed on page 20. This is a non-GAAP measure. See reconciliation of cash provided by operating activities to adjusted EBITDAX on page 19 and reconciliation of net income (loss) to adjusted EBITDAX on page 20. |
(f) | Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on pages 14-18. This is a non-GAAP measure. See reconciliation of net income (loss) to adjusted net income (loss) available to Chesapeake on pages 14-18. |
(g) | Our presentation of diluted adjusted net income (loss) attributable to Chesapeake per share excludes 206 million shares for the three months ended March 31, 2019 and 2018, which are considered antidilutive when calculating diluted earnings per share. |
2019 First Quarter Financial and Operational Results Conference Call Update
The conference call to discuss the company's financial and operational results has been scheduled on Wednesday, May 8 at 9:00 am EDT. The telephone number to access the conference call is 877-870-4263 or 1-412-317-0790 for international callers. The passcode for the call is 4269013. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, expected lateral lengths of wells, anticipated timing of wells to be placed into production, anticipated timing of the Brazos Valley business unit becoming cash flow positive, general and administrative expenses, capital expenditures, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | ||||||||
Three Months Ended | ||||||||
2019 | 2018* | |||||||
REVENUES AND OTHER: | ||||||||
Oil, natural gas and NGL(a) | $ | 929 | $ | 1,243 | ||||
Marketing | 1,233 | 1,246 | ||||||
Total Revenues | 2,162 | 2,489 | ||||||
Other | 15 | 16 | ||||||
Gains on sales of assets | 19 | 19 | ||||||
Total Revenues and Other | 2,196 | 2,524 | ||||||
OPERATING EXPENSES: | ||||||||
Oil, natural gas and NGL production | 132 | 147 | ||||||
Oil, natural gas and NGL gathering, processing and transportation | 274 | 356 | ||||||
Production taxes | 34 | 31 | ||||||
Exploration | 24 | 81 | ||||||
Marketing | 1,230 | 1,268 | ||||||
General and administrative | 103 | 87 | ||||||
Restructuring and other termination costs | — | 38 | ||||||
Provision for legal contingencies, net | — | 5 | ||||||
Depreciation, depletion and amortization | 519 | 459 | ||||||
Impairments | 1 | 10 | ||||||
Other operating expense | 61 | — | ||||||
Total Operating Expenses | 2,378 | 2,482 | ||||||
INCOME (LOSS) FROM OPERATIONS | (182) | 42 | ||||||
OTHER INCOME (EXPENSE): | ||||||||
Interest expense | (161) | (162) | ||||||
Gains (losses) on investments | (1) | 139 | ||||||
Other income (expense) | 9 | (1) | ||||||
Total Other Expense | (153) | (24) | ||||||
INCOME (LOSS) BEFORE INCOME TAXES | (335) | 18 | ||||||
Income tax benefit | (314) | — | ||||||
NET INCOME (LOSS) | (21) | 18 | ||||||
Net income attributable to noncontrolling interests | — | (1) | ||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE | (21) | 17 | ||||||
Preferred stock dividends | (23) | (23) | ||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ | (44) | $ | (6) | ||||
EARNINGS (LOSS) PER COMMON SHARE: | ||||||||
Basic | $ | (0.03) | $ | (0.01) | ||||
Diluted | $ | (0.03) | $ | (0.01) | ||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): | ||||||||
Basic | 1,380 | 907 | ||||||
Diluted | 1,380 | 907 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | |
(a) | See page 12 for a reconciliation of oil, natural gas and NGL revenue before and after the effect of financial derivatives. |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | ||||||||
March 31, 2019 | December 31, | |||||||
Cash and cash equivalents | $ | 8 | $ | 4 | ||||
Other current assets | 1,357 | 1,594 | ||||||
Total Current Assets | 1,365 | 1,598 | ||||||
Property and equipment, net | 14,939 | 10,818 | ||||||
Other long-term assets | 333 | 319 | ||||||
Total Assets | $ | 16,637 | $ | 12,735 | ||||
Current liabilities | $ | 2,930 | $ | 2,887 | ||||
Long-term debt, net | 9,167 | 7,341 | ||||||
Other long-term liabilities | 402 | 374 | ||||||
Total Liabilities | 12,499 | 10,602 | ||||||
Preferred stock | 1,671 | 1,671 | ||||||
Noncontrolling interests | 41 | 41 | ||||||
Common stock and other stockholders' equity | 2,426 | 421 | ||||||
Total Equity | 4,138 | 2,133 | ||||||
Total Liabilities and Equity | $ | 16,637 | $ | 12,735 | ||||
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION AND SALES PRICES (unaudited) | |||||||
Three Months Ended | |||||||
2019 | 2018 | ||||||
Net Production: | |||||||
Oil (mmbbl) | 10 | 8 | |||||
Natural gas (bcf) | 182 | 222 | |||||
NGL (mmbbl) | 4 | 5 | |||||
Oil equivalent (mmboe) | 44 | 50 | |||||
Average daily production (mboe) | 484 | 554 | |||||
Oil, Natural Gas and NGL Sales ($ in millions): | |||||||
Oil sales | $ | 566 | $ | 537 | |||
Natural gas sales | 595 | 706 | |||||
NGL sales | 69 | 117 | |||||
Total oil, natural gas and NGL sales | $ | 1,230 | $ | 1,360 | |||
Financial Derivatives: | |||||||
Oil derivatives – realized gains (losses)(a) | $ | 10 | (64) | ||||
Natural gas derivatives – realized gains (losses)(a) | (36) | 67 | |||||
NGL derivatives – realized losses(a) | — | (1) | |||||
Total realized gains (losses) on financial derivatives | $ | (26) | $ | 2 | |||
Oil derivatives – unrealized losses(b) | (269) | (22) | |||||
Natural gas derivatives – unrealized losses(b) | (6) | (99) | |||||
NGL derivatives – unrealized gains(b) | — | 2 | |||||
Total unrealized losses on financial derivatives | $ | (275) | $ | (119) | |||
Total financial derivatives | $ | (301) | $ | (117) | |||
Total oil, natural gas and NGL sales | $ | 929 | $ | 1,243 | |||
Average Sales Price (excluding gains (losses) on derivatives): | |||||||
Oil ($ per bbl) | $ | 57.80 | $ | 64.61 | |||
Natural gas ($ per mcf) | $ | 3.27 | $ | 3.18 | |||
NGL ($ per bbl) | $ | 20.03 | $ | 25.45 | |||
Oil equivalent ($ per boe) | $ | 28.22 | $ | 27.27 | |||
Average Sales Price (excluding unrealized gains (losses) on derivatives): | |||||||
Oil ($ per bbl) | $ | 58.86 | $ | 56.89 | |||
Natural gas ($ per mcf) | $ | 3.07 | $ | 3.49 | |||
NGL ($ per bbl) | $ | 20.03 | $ | 25.36 | |||
Oil equivalent ($ per boe) | $ | 27.62 | $ | 27.31 |
(a) | Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) | Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Three Months Ended | ||||||||
2019 | 2018* | |||||||
Beginning cash and cash equivalents | $ | 4 | $ | 5 | ||||
Net cash provided by operating activities | 456 | 588 | ||||||
Cash flows from investing activities: | ||||||||
Drilling and completion costs(a) | (515) | (420) | ||||||
Business combination, net | (353) | — | ||||||
Acquisitions of proved and unproved properties | (6) | (17) | ||||||
Proceeds from divestitures of proved and unproved properties | 26 | 319 | ||||||
Additions to other property and equipment | (9) | (3) | ||||||
Proceeds from sales of other property and equipment | 1 | 68 | ||||||
Proceeds from sales of investments | — | 74 | ||||||
Net cash provided by (used in) investing activities | (856) | 21 | ||||||
Net cash provided by (used in) financing activities | 404 | (610) | ||||||
Change in cash and cash equivalents | 4 | (1) | ||||||
Ending cash and cash equivalents | $ | 8 | $ | 4 |
* Financial information for 2018 has been recast to reflect the retrospective application of the successful efforts method of accounting. | |
(a) | Includes capitalized interest of $6 million and $4 million for the three months ended March 31, 2019 and 2018, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
Three Months Ended March 31, 2019 | ||||||||||||
Under | Successful | As | ||||||||||
Net income (loss) available to common stockholders (GAAP) | $ | 156 | $ | (200) | $ | (44) | ||||||
Effect of dilutive securities | — | — | — | |||||||||
Diluted earnings (losses) available to common stockholders (GAAP)(a) | $ | 156 | $ | (200) | $ | (44) | ||||||
Adjustments: | ||||||||||||
Unrealized losses on oil, natural gas and NGL derivatives | 281 | — | 281 | |||||||||
Gains on sales of assets | — | (19) | (19) | |||||||||
Other operating expense(b) | 51 | 10 | 61 | |||||||||
Impairments | 1 | — | 1 | |||||||||
Losses on investments | 1 | — | 1 | |||||||||
Other revenue (VPP deferred revenue) | — | (15) | (15) | |||||||||
Other | (2) | — | (2) | |||||||||
Income tax benefit(c) | (314) | — | (314) | |||||||||
Adjusted net income (loss) available to common stockholders(d) (Non-GAAP) | 174 | (224) | (50) | |||||||||
Preferred stock dividends | 23 | — | 23 | |||||||||
Earnings allocated to participating securities | — | — | — | |||||||||
Total adjusted net income (loss) attributable to Chesapeake(d)(a) (Non-GAAP) | $ | 197 | $ | (224) | $ | (27) |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF ADJUSTED NET INCOME (LOSS) PER SHARE AVAILABLE TO COMMON STOCKHOLDERS (unaudited) | ||||||||||||
Three Months Ended March 31, 2019 | ||||||||||||
Under | Successful | As | ||||||||||
Net income (loss) per share available to common stockholders (GAAP) | $ | 0.11 | $ | (0.14) | $ | (0.03) | ||||||
Effect of dilutive securities | — | — | — | |||||||||
Diluted earnings (losses) per common stockholder (GAAP)(a) | $ | 0.11 | $ | (0.14) | $ | (0.03) | ||||||
Adjustments: | ||||||||||||
Unrealized losses on oil, natural gas and NGL derivatives | 0.20 | — | 0.20 | |||||||||
Gains on sales of assets | — | (0.01) | (0.01) | |||||||||
Other operating expense(b) | 0.04 | — | 0.04 | |||||||||
Impairments | — | — | — | |||||||||
Losses on investments | — | — | — | |||||||||
Other revenue (VPP deferred revenue) | — | (0.01) | (0.01) | |||||||||
Other | — | — | — | |||||||||
Income tax benefit(c) | (0.23) | — | (0.23) | |||||||||
Adjusted net income (loss) per share available to common stockholders(d) (Non-GAAP) | 0.12 | (0.16) | (0.04) | |||||||||
Preferred stock dividends | 0.02 | — | 0.02 | |||||||||
Earnings allocated to participating securities | — | — | — | |||||||||
Total adjusted net income (loss) per share attributable to Chesapeake(d)(a) (Non-GAAP) | $ | 0.14 | $ | (0.16) | $ | (0.02) |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF ADJUSTED NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ($ in millions) (unaudited) | ||||||||||||
Three Months Ended March 31, 2018 | ||||||||||||
Under | Successful | As | ||||||||||
Net income (loss) available to common stockholders (GAAP) | $ | 268 | $ | (274) | $ | (6) | ||||||
Effect of dilutive securities | 36 | (36) | — | |||||||||
Diluted earnings (losses) available to common stockholders (GAAP)(a) | $ | 304 | $ | (310) | $ | (6) | ||||||
Adjustments: | ||||||||||||
Unrealized losses on oil, natural gas and NGL derivatives | 119 | — | 119 | |||||||||
Restructuring and other termination costs | 38 | — | 38 | |||||||||
Provision for legal contingencies, net | 5 | — | 5 | |||||||||
Gains on sales of assets | — | (19) | (19) | |||||||||
Other operating expense | 8 | (8) | — | |||||||||
Impairments | — | 10 | 10 | |||||||||
Gains on investments | (139) | — | (139) | |||||||||
Other revenue (VPP deferred revenue) | — | (16) | (16) | |||||||||
Other | 1 | — | 1 | |||||||||
Income tax expense(e) | — | — | — | |||||||||
Adjusted net income (loss) available to common stockholders(d) (Non-GAAP) | 336 | (343) | (7) | |||||||||
Preferred stock dividends | 23 | — | 23 | |||||||||
Earnings allocated to participating securities | 2 | (2) | — | |||||||||
Total adjusted net income (loss) attributable to Chesapeake(d)(a) (Non-GAAP) | $ | 361 | $ | (345) | $ | 16 |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF ADJUSTED NET INCOME (LOSS) PER SHARE AVAILABLE TO COMMON STOCKHOLDERS (unaudited) | ||||||||||||
Three Months Ended March 31, 2018 | ||||||||||||
Under | Successful | As | ||||||||||
Net income (loss) per share available to common stockholders (GAAP) | $ | 0.30 | $ | (0.31) | $ | (0.01) | ||||||
Effect of dilutive securities | (0.01) | 0.01 | — | |||||||||
Diluted earnings (losses) per common stockholder (GAAP)(a) | $ | 0.29 | $ | (0.30) | $ | (0.01) | ||||||
Adjustments: | ||||||||||||
Unrealized losses on oil, natural gas and NGL derivatives | 0.11 | 0.02 | 0.13 | |||||||||
Restructuring and other termination costs | 0.04 | — | 0.04 | |||||||||
Provision for legal contingencies, net | — | 0.01 | 0.01 | |||||||||
Gains on sales of assets | — | (0.02) | (0.02) | |||||||||
Other operating expense | 0.01 | (0.01) | — | |||||||||
Impairments | — | 0.01 | 0.01 | |||||||||
Gains on investments | (0.13) | (0.02) | (0.15) | |||||||||
Other revenue (VPP deferred revenue) | — | (0.02) | (0.02) | |||||||||
Other | — | — | — | |||||||||
Income tax expense(e) | — | — | — | |||||||||
Adjusted net income (loss) per share available to common stockholders(d) (Non-GAAP) | 0.32 | (0.33) | (0.01) | |||||||||
Preferred stock dividends | 0.02 | 0.01 | 0.03 | |||||||||
Earnings allocated to participating securities | — | — | — | |||||||||
Total adjusted net income (loss) per share attributable to Chesapeake(d)(a) (Non-GAAP) | $ | 0.34 | $ | (0.32) | $ | 0.02 |
(a) | Our presentation of diluted net income (loss) available to common stockholders and diluted adjusted net income (loss) per share excludes 206 million shares considered antidilutive for the three months ended March 31, 2019 and 2018. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. | ||
(b) | As a result of the merger with Chesapeake, most WildHorse Resource Development Corporation executives and employees were terminated. These executives and employees were entitled to severance benefits of approximately $38 million in accordance with certain provisions of existing employment agreements that were triggered by the change in control. | ||
(c) | For the three months ending March 31, 2019, we recorded a net deferred tax liability of $314 million associated with the acquisition of WildHorse Resource Development Corporation. As a result of recording this net deferred tax liability through business combination accounting, we released a corresponding amount of the valuation allowance that we maintain against our net deferred tax asset position. This release resulted in an income tax benefit of $314 million. The effective tax rate for the quarter ended March 31, 2019 was 93.7%. Further, no income tax expense or benefit is shown for the adjustments being made to arrive at adjusted net income (loss) available to common stockholders as a result of not recording an income tax expense or benefit on current period results due to maintaining a full valuation allowance against our net deferred tax asset position. | ||
(d) | Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | ||
(i) | Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | ||
(ii) | Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | ||
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | ||
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may vary among companies, our calculation of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | |||
(e) | No income tax effect from the adjustments has been included in determining adjusted net income for the three months ended March 31, 2018. Our effective tax rate was 0% due to our valuation allowance position. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
Three Months Ended March 31, 2019 | ||||||||||||
Under | Successful | As | ||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) | $ | 502 | $ | (46) | $ | 456 | ||||||
Changes in assets and liabilities | 78 | 15 | 93 | |||||||||
Interest expense | 135 | 26 | 161 | |||||||||
Exploration expense | — | 6 | 6 | |||||||||
Stock-based compensation | (6) | — | (6) | |||||||||
Losses on investments | (1) | — | (1) | |||||||||
Net income attributable to noncontrolling interest | (1) | 1 | — | |||||||||
Other revenue (VPP deferred revenue) | — | (15) | (15) | |||||||||
Other items | (19) | 1 | (18) | |||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 688 | $ | (12) | $ | 676 | ||||||
Three Months Ended March 31, 2018 | ||||||||||||
Under | Successful | As | ||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) | $ | 656 | $ | (68) | $ | 588 | ||||||
Changes in assets and liabilities | (104) | 16 | (88) | |||||||||
Interest expense | 123 | 39 | 162 | |||||||||
Exploration expense | — | 13 | 13 | |||||||||
Stock-based compensation | (9) | — | (9) | |||||||||
Restructuring and other termination costs | 38 | — | 38 | |||||||||
Provision for legal contingencies, net | 5 | — | 5 | |||||||||
Net income attributable to noncontrolling interest | (1) | — | (1) | |||||||||
Other revenue (VPP deferred revenue) | — | (16) | (16) | |||||||||
Other items | 25 | — | 25 | |||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 733 | $ | (16) | $ | 717 |
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, cash flow provided by operations prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to cash flow provided by operations because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income, our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
Three Months Ended March 31, 2019 | ||||||||||||
Under | Successful | As | ||||||||||
NET INCOME (LOSS) (GAAP) | $ | 180 | $ | (201) | $ | (21) | ||||||
Adjustments: | ||||||||||||
Interest expense | 135 | 26 | 161 | |||||||||
Income tax benefit | (314) | — | (314) | |||||||||
Depreciation, depletion and amortization | 357 | 162 | 519 | |||||||||
Exploration expense | — | 24 | 24 | |||||||||
Unrealized losses on oil, natural gas and NGL derivatives | 281 | — | 281 | |||||||||
Gains on sales of assets | — | (19) | (19) | |||||||||
Other operating expense | 51 | 10 | 61 | |||||||||
Impairments | 1 | — | 1 | |||||||||
Losses on investments | 1 | — | 1 | |||||||||
Net income attributable to noncontrolling interests | (1) | 1 | — | |||||||||
Other revenue (VPP deferred revenue) | — | (15) | (15) | |||||||||
Other | (3) | — | (3) | |||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 688 | $ | (12) | $ | 676 | ||||||
Three Months Ended March 31, 2018 | ||||||||||||
Under | Successful | As | ||||||||||
NET INCOME (GAAP) | $ | 294 | $ | (276) | $ | 18 | ||||||
Adjustments: | ||||||||||||
Interest expense | 123 | 39 | 162 | |||||||||
Depreciation, depletion and amortization | 286 | 173 | 459 | |||||||||
Exploration expense | — | 81 | 81 | |||||||||
Unrealized losses on oil, natural gas and NGL derivatives | 119 | — | 119 | |||||||||
Restructuring and other termination costs | 38 | — | 38 | |||||||||
Provision for legal contingencies, net | 5 | — | 5 | |||||||||
Gains on sales of assets | — | (19) | (19) | |||||||||
Other operating expense | 8 | (8) | — | |||||||||
Impairments | — | 10 | 10 | |||||||||
Gains on investments | (139) | — | (139) | |||||||||
Net income attributable to noncontrolling interests | (1) | — | (1) | |||||||||
Other revenue (VPP deferred revenue) | — | (16) | (16) | |||||||||
Adjusted EBITDAX (Non-GAAP)(a) | $ | 733 | $ | (16) | $ | 717 |
(a) | Adjusted EBITDAX is not a measure of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) prepared in accordance with GAAP. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The company believes this non-GAAP financial measure is a useful adjunct to net income (loss) because: | |
(i) | Management uses adjusted EBITDAX to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDAX is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss), our calculations of adjusted EBITDAX may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION
MANAGEMENT'S OUTLOOK AS OF MAY 8, 2019
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's February 27, 2019 outlook are italicized bold below.
Year Ending 12/31/2019 | Successful | Other | Year Ending 12/31/2019 Revised | |
Absolute Production: | ||||
Oil - mmbbls | 42.5 - 44.5 | 42.5 - 44.5 | ||
NGL - mmbbls | 13.0 - 15.0 | 13.0 - 15.0 | ||
Natural gas - bcf | 710 - 750 | 710 - 750 | ||
Total absolute production - mmboe | 174 - 184 | 174 - 184 | ||
Absolute daily rate - mboe | 475 - 505 | 475 - 505 | ||
Estimated Realized Hedging Effects(a) (based on 5/3/19 strip prices): | ||||
Oil - $/bbl | ($0.17) | ($0.76) | ($0.93) | |
Natural gas - $/mcf | ($0.07) | $0.10 | $0.03 | |
Estimated Basis to NYMEX Prices: | ||||
Oil - $/bbl | $1.20 - $1.60 | $0.40 | $1.60 - $2.00 | |
Natural gas - $/mcf | ($0.10) - ($0.20) | ($0.10) - ($0.20) | ||
NGL - realizations as a % of WTI | 33% - 36% | 33% - 36% | ||
Operating Costs per Boe of Projected Production: | ||||
Production expense | $3.25 - $3.50 | $3.25 - $3.50 | ||
Gathering, processing and transportation expenses | $6.00 - $6.50 | $6.00 - $6.50 | ||
Oil - $/bbl | $3.35 - $3.55 | $3.35 - $3.55 | ||
Natural Gas - $/mcf | $1.20 - $1.30 | $1.20 - $1.30 | ||
Production taxes | $0.75 - $0.85 | $0.05 | $0.80 - $0.90 | |
General and administrative(b) | $1.50 - $1.60 | $0.25 | $1.75 - $1.85 | |
Stock-based compensation (non-cash) | $0.10 - $0.20 | $0.10 - $0.20 | ||
Marketing Net Margin and Other ($ in millions)(c) | ($25) - ($45) | $10 | ($15) - ($35) | |
Adjusted EBITDAX, based on 5/3/19 strip prices ($ in millions)(d) | $2,500 - $2,700 | ($45) | $95 | $2,550 - $2,750 |
Depreciation, depletion and amortization expense | $5.50 - $6.50 | $6.00 | $11.50 - $12.50 | |
Depreciation of other assets | $0.40 - $0.50 | $0.40 - $0.50 | ||
Interest expense | $3.20 - $3.40 | $0.60 | $3.80 - $4.00 | |
Exploration expense ($ in millions, cash only) | $45 | $40 - $50 | ||
Book Tax Rate | 0% | 0% | ||
Capital Expenditures ($ in millions)(e) | $2,175 - $2,375 | ($90) | $2,085 - $2,285 | |
Capitalized Interest ($ in millions) | $125 | $(105) | $20 | |
Total Capital Expenditures ($ in millions) | $2,300 - $2,500 | $2,105 - $2,305 |
(a) | Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Excludes non-cash amortization of approximately $8.7 million related to the buydown of a transportation agreement and $58.6 million in deferred revenue related to VPP9. |
(d) | Adjusted EBITDAX is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDAX excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDAX to forecasted GAAP net income would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDAX include interest expense, income taxes, and depreciation, depletion and amortization expense, exploration expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(e) | Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property, plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of May 3, 2019, including April and May derivative contracts that have settled, approximately 70% of the company's 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 70% and 80% of its remaining 2019 forecasted oil and natural gas production at average prices of $58.75 per bbl and $2.83 per mcf, respectively.
In addition, the company had downside protection on a portion of its 2020 oil production at an average price of $60.10 per bbl and on a portion of its 2020 gas production at an average price of $2.75 per mcf.
The company's crude oil hedging positions were as follows:
Open Crude Oil Swaps | |||||
Open Swaps (mmbbls) | Avg. NYMEX Price of Swaps | ||||
Q2 2019 | 5 | $ | 57.09 | ||
Q3 2019 | 6 | $ | 60.22 | ||
Q4 2019 | 6 | $ | 60.30 | ||
Total 2019 | 17 | $ | 59.38 | ||
Total 2020 | 11 | $ | 59.32 |
Oil Two-Way Collars | |||||||||
Collars (mmbbls) | Avg. NYMEX | Avg. NYMEX | |||||||
Q2 2019 | 1 | $ | 58.00 | $ | 67.75 | ||||
Q3 2019 | 2 | $ | 58.00 | $ | 67.75 | ||||
Q4 2019 | 1 | $ | 58.00 | $ | 67.75 | ||||
Total 2019 | 4 | $ | 58.00 | $ | 67.75 | ||||
Total 2020 | 2 | $ | 65.00 | $ | 83.25 |
Oil Puts | |||||
Volume (mbbls) | Avg. NYMEX Bought Put Price | ||||
Q2 2019 | 221 | $ | 52.63 | ||
Q3 2019 | 587 | $ | 54.14 | ||
Q4 2019 | 832 | $ | 54.43 | ||
Total 2019 | 1,640 | $ | 54.08 |
Oil Swaptions | |||||
Volume (mmbbls) | Avg. NYMEX Strike Price | ||||
Total 2020 | 4 | $ | 62.45 |
Oil Basis Protection Swaps | |||||
Volume (mmbbls) | Avg. NYMEX plus/(minus) | ||||
Q2 2019 | 3 | $ | 5.71 | ||
Q3 2019 | 2 | $ | 5.67 | ||
Q4 2019 | 1 | $ | 5.67 | ||
Total 2019 | 6 | $ | 5.69 |
The company's natural gas hedging positions were as follows:
Open Natural Gas Swaps | |||||
Swaps (bcf) | Avg. NYMEX Price of Swaps | ||||
Q2 2019 | 119 | $ | 2.84 | ||
Q3 2019 | 115 | $ | 2.84 | ||
Q4 2019 | 110 | $ | 2.84 | ||
Total 2019 | 344 | $ | 2.84 | ||
Total 2020 | 250 | $ | 2.75 |
Natural Gas Two-Way Collars | |||||||||
Collars (bcf) | Avg. NYMEX | Avg. NYMEX | |||||||
Q2 2019 | 9 | $ | 2.75 | $ | 2.91 | ||||
Q3 2019 | 10 | $ | 2.75 | $ | 2.91 | ||||
Q4 2019 | 9 | $ | 2.75 | $ | 2.91 | ||||
Total 2019 | 28 | $ | 2.75 | $ | 2.91 |
Natural Gas Three-Way Collars | |||||||||||||
Collars (bcf) | Avg. | Avg. | Avg. | ||||||||||
Q2 2019 | 22 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Q3 2019 | 22 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Q4 2019 | 22 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Total 2019 | 66 | $ | 2.50 | $ | 2.80 | $ | 3.10 |
Natural Gas Net Written Call Options | |||||
Call Options (bcf) | Avg. NYMEX Strike Price | ||||
Q2 2019 | 6 | $ | 12.00 | ||
Q3 2019 | 6 | $ | 12.00 | ||
Q4 2019 | 5 | $ | 12.00 | ||
Total 2019 | 17 | $ | 12.00 | ||
Total 2020 | 22 | $ | 12.00 |
Natural Gas Net Written Call Swaptions | |||||
Call Options (bcf) | Avg. NYMEX Strike Price | ||||
Total 2020 | 106 | $ | 2.77 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) | Avg. NYMEX | ||||
Q2 2019 | 17 | $ | (0.84) | ||
Q3 2019 | 15 | $ | (0.45) | ||
Q4 2019 | 6 | $ | (0.39) | ||
Total 2019 | 38 | $ | (0.62) |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 19, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% | 5% | 5.75% | 5.75% (Series A) | |
NYSE Symbol | CHK Pr D | N/A | N/A | N/A |
Date of Original Issue | September 14, 2005 | November 8, 2005 | May 17, 2010 | May 17, 2010 |
Registered CUSIP | 165167842 | 165167826 | 165167768 | 165167750 |
144A CUSIP | N/A | 165167834 | 165167776 | 165167784 |
RegS CUSIP | N/A | N/A | U16450204 | U16450113 |
Clean (no legends) CUSIP | N/A | N/A | 165167768 | 165167750 |
Par Value per Share | $0.01 | $0.01 | $0.01 | $0.01 |
Shares Outstanding | 2,558,900 | 1,810,667 | 770,528 | 463,363 |
Liquidation Preference per Share | $100 | $100 | $1,000 | $1,000 |
Record Date | June 1, 2019 | May 1, 2019 | May 1, 2019 | May 1, 2019 |
Payment Date | June 15, 2019 | May 15, 2019 | May 15, 2019 | May 15, 2019 |
Amount per Share | $1.125 | $1.25 | $14.375 | $14.375 |
Chesapeake will release its 2019 first quarter operational and financial results before market open on Wednesday, May 8, 2019, at which time the company expects to release its results transitioned from the Full Cost method of accounting to the Successful Efforts method of accounting. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is toll-free 877-870-4263 or 1-412-317-0790 for international callers. The passcode for the call is 4269013. The conference call will also be webcast and can be found at www.chk.com in the "Investors" section of the company's website.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 2, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced the final results of its private offers to exchange (the "Exchange Offers") new 8.00% Senior Notes due 2026 (the "New Notes") for certain outstanding senior unsecured notes listed in the table below (the "Existing Notes"). As of 11:59 p.m., New York City time, on April 1, 2019 (the "Expiration Date"), approximately $883.5 million aggregate principal amount, or approximately 59.7%, of Existing Notes had been validly tendered and not validly withdrawn.
The following table sets forth the approximate aggregate principal amounts of each series of Existing Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Date.
Title of Series | Aggregate Principal Amount | Approximate Aggregate Principal |
6.625% senior notes due 2020 | $437.0 | $228.4 |
6.875% senior notes due 2020 | $227.7 | $134.1 |
6.125% senior notes due 2021 | $547.5 | $381.2 |
5.375% senior notes due 2021 | $266.7 | $139.8 |
The settlement date for the Exchange Offers is expected to occur on April 3, 2019 (the "Settlement Date"), subject to all conditions to the Exchange Offers having been satisfied or waived by the Company. On the Settlement Date, the Company will issue approximately $918.5 million aggregate principal amount of New Notes in exchange for the Existing Notes that were validly tendered prior to the Expiration Date.
In addition to the applicable exchange consideration set forth in the confidential offering memorandum, the Company will also make a cash payment equal to the accrued and unpaid interest on such Existing Notes accepted for exchange from the applicable latest interest payment date to, but not including, the Settlement Date. Interest on the New Notes will accrue from the date of first issuance of the New Notes.
The Exchange Offers are conditioned on the satisfaction or waiver of certain customary conditions, as described in the confidential offering memorandum. The Exchange Offers were only made, and the confidential offering memorandum and other documents relating to the Exchange Offers were only distributed to, holders who completed and returned an eligibility letter confirming that they are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended ("Securities Act"), or (ii) outside the United States and persons other than "U.S. persons" as defined in Rule 902 under the Securities Act, who are "non-U.S. qualified offerees" (as defined in the eligibility letter) (such persons, "Eligible Holders"). The Company made the Exchange Offers only to Eligible Holders through, and pursuant to, the terms of the confidential offering memorandum and related letter of transmittal.
The securities offered in the Exchange Offers have not been registered under the Securities Act or any state securities laws; and unless so registered, the securities may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" that give the Company's current expectations or forecasts of future events, including the timing of the settlement and the size of the Exchange Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Exchange Offers, the ability to consummate any or all of the Exchange Offers and those stated in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
CHK INVESTOR CONTACT: Brad Sylvester, CFA 405-935-8870 | CHK MEDIA CONTACT: Gordon Pennoyer 405-935-8878 | CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, March 19, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced the preliminary results of its private offers to exchange (the "Exchange Offers") new 8.00% Senior Notes due 2026 (the "New Notes") for certain outstanding senior unsecured notes listed in the table below (the "Existing Notes"). As of 5:00 p.m., New York City time, on March 18, 2019 (the "Early Tender Date"), approximately $883.5 million aggregate principal amount, or approximately 59.7%, of Existing Notes were validly tendered and not validly withdrawn.
The following table sets forth the approximate aggregate principal amounts of each series of Existing Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Date.
Title of Series | Aggregate Principal Amount Outstanding (in millions) | Approximate Aggregate Principal Amount of Existing Notes Tendered(1) (in millions) | Early Exchange Consideration, if Tendered and Not Withdrawn Prior to the Early Tender Date(2) |
6.625% senior notes due 2020 | $437.0 | $228.4 | $1,040.75 |
6.875% senior notes due 2020 | $227.7 | $134.1 | $1,051.90 |
6.125% senior notes due 2021 | $547.5 | $381.2 | $1,046.80 |
5.375% senior notes due 2021 | $266.7 | $139.8 | $1,007.17 |
(1)
| Notes tendered have not yet been accepted. As stated below, it is currently expected that there will only be one settlement date for the Exchange Offers, which will occur promptly after the Expiration Date (as defined below). | ||
(2) | Principal amount of New Notes issuable for each $1,000 principal amount of applicable Existing Notes. |
The Exchange Offers will expire at 11:59 p.m., New York City time, on April 1, 2019 (the "Expiration Date"). It is currently expected that there will only be one settlement date for the Exchange Offers, which will occur promptly after the Expiration Date and is currently expected to occur on April 3, 2019 (the "Settlement Date"), subject to all conditions to the Exchange Offers having been satisfied or waived by the Company. The deadline for holders to validly withdraw tenders of Existing Notes has passed. Accordingly, Existing Notes that have already been tendered and any additional Existing Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except for certain limited circumstances where additional withdrawal rights are required by law.
In addition to the applicable exchange consideration set forth in the confidential offering memorandum, Eligible Holders (as defined below) of Existing Notes accepted for exchange in the Exchange Offers will also receive a cash payment equal to the accrued and unpaid interest on such Existing Notes from the applicable latest interest payment date to, but not including, the Settlement Date. Interest on the New Notes will accrue from the date of first issuance of New Notes.
The Exchange Offers are conditioned on the satisfaction or waiver of certain customary conditions, as described in the confidential offering memorandum. The Exchange Offers are not conditioned upon any minimum amount of Existing Notes being tendered. The Company may terminate, withdraw, amend or extend any of the Exchange Offers.
The Exchange Offers will only be made, and the confidential offering memorandum and other documents relating to the Exchange Offers will only be distributed to, holders who complete and return an eligibility letter confirming that they are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended ("Securities Act"), or (ii) outside the United States and persons other than "U.S. persons" as defined in Rule 902 under the Securities Act, who are "non-U.S. qualified offerees" (as defined in the eligibility letter) (such persons, "Eligible Holders"). Holders who desire to obtain and complete an eligibility letter should either visit the website for this purpose at http://www.gbsc-usa.com/eligibility/Chesapeake or call Global Bondholder Services Corporation, the Information Agent and Depositary for the Exchange Offers at (866) 470-4300 (toll-free) or (212) 430-3774 (collect for banks and brokers).
The Company is making the Exchange Offers only to Eligible Holders through, and pursuant to, the terms of the confidential offering memorandum and related letter of transmittal. The Company and its affiliates do not make any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes. Eligible Holders must make their own decision as to whether to tender Existing Notes and, if so, the principal amount of the Existing Notes to tender. The Company may, to the extent permitted by applicable law and certain restrictive covenants governing the Company's indebtedness, after the Expiration Date of the Exchange Offers, purchase Existing Notes in the open market, in privately negotiated transactions, through subsequent tender or exchange offers or otherwise. The Exchange Offers are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The securities to be offered in the Exchange Offers have not been registered under the Securities Act or any state securities laws; and unless so registered, the securities may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" that give the Company's current expectations or forecasts of future events, including the timing of the settlement and the size of the Exchange Offers.. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Exchange Offers, the ability to consummate any or all of the Exchange Offers and those stated in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, March 5, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced the commencement of private offers of new 8.00% Senior Notes due 2026 (the "New Notes") to be issued by the Company in exchange for certain outstanding senior unsecured notes of the Company, upon the terms and subject to the conditions set forth in the Company's confidential offering memorandum and related letter of transmittal, each dated March 5, 2019. The exchange offers are not subject to a minimum or maximum amount.
The following table sets forth each series of outstanding senior unsecured notes subject to the exchange offers (the "Existing Notes") and the applicable consideration offered for such series in the exchange offers for the Existing Notes (the "Exchange Offers").
Principal Amount of New Notes(1) | ||||||||
Title of Series | CUSIP Number/ISIN | Aggregate Principal Amount Outstanding (in millions) | Early Exchange Consideration, if Tendered and Not Withdrawn Prior to the Early Tender Date | Late Exchange Consideration, if Tendered After the Early Tender Date and Prior to the Expiration Date | ||||
6.625% senior notes due 2020 | 165167CF2 | $437.0 | $1,040.75 | $1,010.75 | ||||
6.875% senior notes due 2020
| 165167BU0 165167BT3 U16450AQ8 | $227.7 | $1,051.90 | $1,021.90 | ||||
6.125% senior notes due 2021
| 165167CG0 | $547.5 | $1,046.80 | $1,016.80 | ||||
5.375% senior notes due 2021 | 165167CK1 | $266.7 | $1,007.17 | $977.17 | ||||
(1) For each $1,000 principal amount of Existing Notes. | ||||||||
As of March 5, 2019, Eligible Holders (as defined below) representing (a) approximately $162.8 million, or approximately 37.2%, of the aggregate principal amount of the 6.625% Senior Notes, (b) approximately $96.8 million, or approximately 42.5%, of the aggregate principal amount of the 6.875% Senior Notes, (c) approximately $254.5 million, or approximately 46.5%, of the aggregate principal amount of the 6.125% Senior Notes and (d) approximately $126.4 million, or approximately 47.4%, of the aggregate principal amount of the 5.375% Senior Notes have committed to tender their Existing Notes in the Exchange Offers.
The Exchange Offers are being made only to Eligible Holders. Eligible Holders must validly tender (and not withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on March 18, 2019 (the "Early Tender Date"), in order to be eligible to receive the applicable "Early Exchange Consideration" shown in the table above. Existing Notes tendered after the Early Tender Date but prior to the Expiration Date (as defined below) will be eligible to receive only the applicable "Late Exchange Consideration" set out in such table.
The Exchange Offers will expire at 11:59 p.m., New York City time, on April 1, 2019 (the "Expiration Date"). The settlement date for the Exchange Offers will occur promptly after the Expiration Date and is expected to occur on April 3, 2019 (the "Final Settlement Date"), subject to all conditions to the Exchange Offers having been satisfied or waived by the Company. While not expected to do so, the Company may, in certain circumstances, elect to settle the Exchange Offers for any or all series of Existing Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) at any time after the Early Tender Date and prior to the Expiration Date (the "Early Settlement Date"), subject to all conditions to the Exchange Offers having been satisfied or waived by the Company. Such Early Settlement Date, if any, will be determined at the Company's option and, if elected, would not be expected to occur earlier than March 22, 2019.
Eligible Holders of Existing Notes accepted for exchange in the Exchange Offers will also receive a cash payment equal to the accrued and unpaid interest on such Existing Notes accepted in the Exchange Offers from the applicable latest interest payment date to, but not including, the applicable settlement date. Interest on the New Notes will accrue from the date of first issuance of New Notes.
Tenders may be validly withdrawn at any time on or prior to 5:00 p.m., New York City time, on March 18, 2019, but not thereafter unless required by law.
The New Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by certain subsidiaries of the Company. The entities acquired in connection with the Company's acquisition of WildHorse Resource Development Corporation on February 1, 2019 do not guarantee the Company's revolving credit facility or the Company's outstanding notes and will not guarantee the New Notes.
The Exchange Offers are conditioned on the satisfaction or waiver of certain customary conditions, as described in the confidential offering memorandum. The Exchange Offers are not conditioned upon any minimum amount of Existing Notes being tendered. The Company may terminate, withdraw, amend or extend any of the Exchange Offers.
The Exchange Offers will only be made, and the confidential offering memorandum and other documents relating to the Exchange Offers will only be distributed to, holders who complete and return an eligibility letter confirming that they are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended ("Securities Act"), or (ii) outside the United States and persons other than "U.S. persons" as defined in Rule 902 under the Securities Act, who are "non-U.S. qualified offerees" (as defined in the eligibility letter) (such persons, "Eligible Holders"). Holders who desire to obtain and complete an eligibility letter should either visit the website for this purpose at http://www.gbsc-usa.com/eligibility/Chesapeake or call Global Bondholder Services Corporation, the Information Agent and Depositary for the Exchange Offers at (866) 470-4300 (toll-free) or (212) 430-3774 (collect for banks and brokers).
The Company will enter into a registration rights agreement on the first issuance date of the New Notes. In that agreement, the Company will agree for the benefit of the holders of the New Notes that it will use its commercially reasonable efforts to file with the Securities and Exchange Commission (the "SEC") and cause to become effective a registration statement relating to an offer to exchange the New Notes for an issue of SEC-registered additional notes with terms substantially identical to the New Notes.
The Company is making the Exchange Offers only to Eligible Holders through, and pursuant to, the terms of the confidential offering memorandum and related letter of transmittal. The Company and its affiliates do not make any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes. Eligible Holders must make their own decision as to whether to tender Existing Notes and, if so, the principal amount of the Existing Notes to tender. The Company may, to the extent permitted by applicable law, and to the extent permitted by certain restrictive covenants governing the Company's indebtedness, after the Expiration Date of the Exchange Offers, purchase Existing Notes in the open market, in privately negotiated transactions, through subsequent tender or exchange offers or otherwise. The Exchange Offers are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The securities to be offered in the Exchange Offers have not been registered under the Securities Act or any state securities laws; and unless so registered, the securities may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release includes "forward-looking statements" that give the Company's current expectations or forecasts of future events, including the timing of the settlement, the size of the Exchange Offers and expected participation by certain holders of Existing Notes. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Exchange Offers, the ability to consummate any or all of the Exchange Offers and those stated in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 27, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today reported financial and operational results for the 2018 full year and fourth quarter. Highlights include:
2018 Results:
2019 Outlook:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "I am very pleased with Chesapeake's operational and financial performance in 2018. Two transformational business transactions not only serve as a significant inflection point for the company, but also provide foundational support in our strategic goals of further reducing our net debt, achieving sustainable positive free cash flow, and enhancing margins. The recent acquisition of WildHorse, which we refer to as our Brazos Valley business unit, provides significant profitability, flexibility and optionality to our diverse, deep asset portfolio and facilitates our achieving these strategic goals.
"Over the past five years, we have clearly established our operational and capital efficiency leadership. We have also materially improved our financial leverage and significantly reduced our obligations, commitments and complexity. Our 2018 accomplishments of 10 percent adjusted oil growth, improved realizations and lower absolute cash costs compared to 2017 resulted in the highest EBITDA generated per boe for Chesapeake since 2014, when oil averaged more than $90 per barrel and gas averaged more than $4 per thousand cubic feet. Our strategic focus on increasing our oil production is working, as we increased annual net oil volumes from the PRB by 78 percent in 2018, resulting in oil production representing 21 percent of our overall production mix in December. Our oil focus will be fully evident in 2019, as annual net oil volumes from the PRB are expected to more than double compared to 2018 and as we begin a robust drilling program on our Brazos Valley asset, while also attacking the base production in all our operating areas with full-field optimization and downtime reduction programs. As a result, we project our average oil mix to be approximately 24 percent of total volumes in 2019 compared to 17 percent in 2018, with our year-end 2019 oil mix approaching 26 percent.
"We are off to a fast start in 2019. With the integration of the Brazos Valley asset into Chesapeake fully underway, we are already seeing a significant amount of cost savings to be captured and strong performance from the asset. The Brazos Valley asset had very strong 2018 fourth quarter performance, with production, capital expenditures and cash flow better than we had originally projected at the time of the acquisition announcement.
"At today's strip pricing, we expect our cash flow to be meaningfully stronger in 2019, as we continue to leverage our strength in capital efficiency and cash cost leadership. Chesapeake's progress, portfolio and strategic plan provides a compelling investment opportunity and we look forward to driving differential value for our shareholders in the year ahead."
2018 Full Year Results
For the 2018 full year, Chesapeake reported net income of $877 million and net income available to common stockholders of $775 million, or $0.85 per diluted share, compared to $953 million, $813 million, and $0.90 in 2017, respectively. The company's EBITDA for the 2018 full year was $2.499 billion, compared to $2.376 billion in 2017. Adjusting for items that are typically excluded by securities analysts, the 2018 full year adjusted net income attributable to Chesapeake was $816 million, or $0.90 per diluted share, compared to $742 million, or $0.82 per diluted share in 2017, while the company's adjusted EBITDA was $2.436 billion, compared to $2.160 billion in 2017. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 14 - 17 of this release.
Average daily production for 2018 of approximately 521,000 boe increased by 4 percent compared to 2017 levels, adjusted for asset sales, and consisted of approximately 90,000 bbls of oil, 2.278 billion cubic feet (bcf) of natural gas and 52,000 bbls of NGL.
Production expenses in 2018 were $2.84 per boe, compared to $2.81 per boe in 2017. The per unit increase was the result of increased ad valorem tax primarily due to higher prices received for the company's oil, natural gas and NGL production. General and administrative expenses (including stock-based compensation) in 2018 were $1.47 per boe, compared to $1.31 per boe in 2017. The increase was primarily due to less overhead allocated to production expenses, marketing expenses and capitalized general and administrative costs, as well as less overhead billed to working interest owners, due to certain divestitures in 2018 and 2017.
2018 Fourth Quarter Results
For the 2018 fourth quarter, Chesapeake reported net income of $514 million and net income available to common stockholders of $486 million, or $0.49 per diluted share, compared to $334 million, $309 million, and $0.33 in the 2017 fourth quarter, respectively. The company's EBITDA for the 2018 fourth quarter was $910 million, compared to $764 million in the 2017 fourth quarter. Adjusting for items that are typically excluded by securities analysts, the 2018 fourth quarter adjusted net income attributable to Chesapeake was $238 million, or $0.21 per diluted share, compared to $314 million, or $0.30 per diluted share in the 2017 fourth quarter. The company's adjusted EBITDA was $574 million in the fourth quarter of 2018, compared to $706 million in the fourth quarter of 2017. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 14 - 17 of this release.
Average daily production for the 2018 fourth quarter was approximately 464,000 boe, a 7 percent decrease compared to 2017 levels, adjusted for asset sales, and consisted of approximately 87,000 bbls of oil, 2.009 bcf of natural gas and 42,000 bbls of NGL.
Production expenses during the 2018 fourth quarter were $2.87 per boe, compared to $2.50 per boe in the 2017 fourth quarter. The increase was primarily a result of certain 2018 and 2017 divestitures and increased ad valorem tax due to higher prices received for the company's oil, natural gas and NGL production. General and administrative expenses (including stock-based compensation) during the 2018 fourth quarter were $1.19 per boe, compared to $1.34 per boe in the 2017 fourth quarter. The decrease was primarily due to lower compensation expenses, partially offset by less overhead allocated to production expenses, marketing expenses and capitalized general and administrative costs. The company's GP&T expenses increased to $7.92 per boe from $7.15 per boe during the 2017 fourth quarter, primarily due to a shortfall payment for Eagle Ford oil transportation volumes.
Capital Spending Overview
Chesapeake's total capital investments were approximately $541 million during the 2018 fourth quarter and $2.366 billion during the 2018 full year, compared to approximately $523 million and $2.458 billion in the 2017 fourth quarter and 2017 full year, respectively. A summary of the company's 2018 and 2017 capital expenditures, as well as the current 2019 capital expenditure guidance, is provided in the table below.
2017 | 2018 | 2019 | |||||||||||
Operated activity comparison | Q4 | FY | Q4 | FY | Outlook | ||||||||
Average rig count | 14 | 17 | 18 | 17 | 18 - 19 | ||||||||
Gross wells spud | 66 | 341 | 82 | 322 | 350 - 360 | ||||||||
Gross wells completed | 102 | 401 | 107 | 351 | 370 - 380 | ||||||||
Gross wells connected | 118 | 411 | 119 | 347 | 365 - 375 | ||||||||
Type of cost ($ in millions) | |||||||||||||
Drilling and completion costs | $ | 462 | $ | 2,190 | $ | 470 | $ | 2,086 | $2,050 - $2,250 | ||||
Exploration costs, leasehold and additions to other PP&E | 15 | 74 | 37 | 117 | 125 | ||||||||
Subtotal capital expenditures | $ | 477 | $ | 2,264 | $ | 507 | $ | 2,203 | $2,175 - $2,375 | ||||
Capitalized interest | 46 | 194 | 34 | 163 | 125 | ||||||||
Total capital expenditures | $ | 523 | $ | 2,458 | $ | 541 | $ | 2,366 | $2,300 - $2,500 |
Balance Sheet and Hedge Position Update
As of December 31, 2018, Chesapeake's principal amount of debt outstanding was approximately $8.168 billion, compared to $9.981 billion as of December 31, 2017, including $419 million drawn under its senior secured revolving bank credit facility. As of December 31, 2018, Chesapeake had utilized approximately $107 million for various letters of credit and had borrowing capacity of approximately $2.474 billion under the $3.0 billion Chesapeake senior secured revolving credit facility.
On February 1, 2019, Chesapeake acquired approximately $1.4 billion principal amount of debt upon the closing of the Brazos Valley asset (including $675 million drawn under the Brazos Valley senior secured revolving credit facility). The company had approximately $47 million of letters of credit issued and borrowing capacity of approximately $578 million under the $1.3 billion Brazos Valley senior secured revolving credit facility.
Chesapeake has a robust hedge portfolio in place for 2019 to prudently reduce its future revenue risk. As of February 22, 2019, including January and February derivative contracts that have settled, approximately 63 percent of the company's 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 56 percent and 81 percent of its 2019 forecasted oil and natural gas production (including Brazos Valley production from February 1, 2019) at average prices of $57.12 per bbl and $2.85 per thousand cubic feet (mcf), respectively. Additionally, Chesapeake has basis protection on approximately 7 million barrels (mmbbls) of its projected 2019 Eagle Ford oil production at a premium to WTI of approximately $6.01 per bbl.
Operations Update
Chesapeake's average daily production for the 2018 full year was approximately 521,000 boe compared to approximately 548,000 boe in the 2017 full year. A summary of the company's 2018 average daily production and average daily sales prices received by operating divisions can be found in the company's Form 10-K.
Chesapeake's average daily production for the 2018 fourth quarter was approximately 464,000 boe compared to approximately 593,000 boe in the 2017 fourth quarter. The following table shows average daily production and average daily sales prices received by the company's operating divisions for the 2018 fourth quarter and the 2017 fourth quarter.
Three Months Ended December 31, 2018 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 821 | 3.68 | — | — | 137 | 29 | 22.09 | ||||||||||||||||||
Haynesville | — | — | 725 | 3.50 | — | — | 121 | 26 | 21.02 | ||||||||||||||||||
Eagle Ford | 61 | 65.16 | 142 | 4.03 | 21 | 21.87 | 105 | 23 | 47.45 | ||||||||||||||||||
Mid-Continent | 9 | 57.84 | 65 | 3.50 | 5 | 26.03 | 25 | 5 | 35.74 | ||||||||||||||||||
Powder River Basin | 14 | 56.01 | 78 | 3.86 | 4 | 23.82 | 31 | 7 | 37.94 | ||||||||||||||||||
Retained assets | 84 | 62.84 | 1,831 | 3.64 | 30 | 22.85 | 419 | 90 | % | 30.14 | |||||||||||||||||
Divested assets | 3 | 67.45 | 178 | 3.12 | 12 | 30.44 | 45 | 10 | 24.92 | ||||||||||||||||||
Total | 87 | 62.98 | 2,009 | 3.59 | 42 | 25.11 | 464 | 100 | % | 29.64 |
Three Months Ended December 31, 2017 | |||||||||||||||||||||||||||
Oil | Natural Gas | NGL | Total | ||||||||||||||||||||||||
mbbl per day | $/bbl | mmcf per day | $/mcf | mbbl per day | $/bbl | mboe per day | % | $/boe | |||||||||||||||||||
Marcellus | — | — | 829 | 2.22 | — | — | 138 | 23 | 13.31 | ||||||||||||||||||
Haynesville | — | — | 923 | 2.73 | — | — | 154 | 26 | 16.37 | ||||||||||||||||||
Eagle Ford | 66 | 59.62 | 150 | 3.12 | 21 | 27.09 | 112 | 19 | 44.38 | ||||||||||||||||||
Mid-Continent | 9 | 53.98 | 79 | 2.52 | 6 | 26.75 | 28 | 5 | 30.46 | ||||||||||||||||||
Powder River Basin | 7 | 54.35 | 45 | 2.90 | 3 | 33.30 | 18 | 3 | 34.82 | ||||||||||||||||||
Retained assets | 82 | 58.52 | 2,026 | 2.54 | 30 | 27.72 | 450 | 76 | % | 24.02 | |||||||||||||||||
Divested assets | 18 | 52.25 | 577 | 2.66 | 30 | 29.36 | 143 | 24 | % | 23.16 | |||||||||||||||||
Total | 100 | 57.42 | 2,603 | 2.57 | 60 | 28.53 | 593 | 100 | % | 23.81 |
In the PRB, average daily net production increased approximately 70 percent in 2018 to 25,100 boe compared to 14,800 boe in 2017, as total net annual production increased to 9.2 million barrels of oil equivalent (mmboe) from 5.4 mmboe in 2017. Currently, the company expects total net annual production from the PRB to double in 2019 compared to 2018.
Chesapeake is operating five rigs in the PRB, all of which are currently drilling the Turner formation. Several records were achieved in the PRB during the 2018 fourth quarter, including the fastest per lateral foot drilling time in the Turner formation from spud to total depth of 18.5 days for the BB 2-35-71 USA A TR 18H well with a drilled lateral length of approximately 10,100 feet. Chesapeake also recorded its highest producing oil well to date, including the SFU 7-34-71 USA A TR 20H well which was placed on production in November 2018 and recorded a 24-hour oil volume of 2,387 bbls (78 percent oil, or 3,068 boe).
In 2019, Chesapeake is moving to development mode in the Turner formation, moving to central production facilities which will handle up to 30,000 bbls of oil per day, consolidating drilling activity to the more economic oil window located primarily in the northern and western part of the play where there tends to be lower gas-to-oil ratios. As a result, the company expects to double its oil production from the PRB in 2019 by placing up to 64 Turner wells on production, compared to 32 Turner wells in 2018 and its first three wells drilled in the formation in 2017. While the primary focus of the 2019 PRB program will be on the Turner formation, the team will continue appraisal work on the Niobrara and other horizons across the basin.
Driven by the increase in oil volumes the company is projecting going forward, Chesapeake signed an oil gathering agreement during the 2018 fourth quarter that will deliver its oil volumes via pipelines into the Guernsey, Wyoming market at a substantially lower cost than the company was incurring by trucking volumes. This oil gathering system will also connect directly to interstate pipelines with available capacity to the Cushing, Oklahoma market and further to Gulf Coast premium markets, providing additional takeaway options to Chesapeake in the future as basin production grows.
In the company's legacy Eagle Ford Shale position in south Texas, Chesapeake is currently utilizing four drilling rigs and expects to place on production up to 125 wells in 2019, compared to 157 wells in 2018. Of the wells planned for 2019, Chesapeake expects to test up to 10 Upper Eagle Ford and Austin Chalk wells. The company continues to focus on its base production and has implemented new field technologies to reduce downtime across the field. As a result, Chesapeake recorded a 17 percent reduction in controllable down volumes per day in 2018, which equated to an additional 1,100 barrels of oil sold every day. The company's significantly higher margins in the Eagle Ford are primarily driven by premium Gulf Coast crude oil pricing and are further protected with basis hedges on approximately 7 mmbbls of projected 2019 Eagle Ford oil production at a premium to WTI of approximately $6.00 per bbl.
The company's Brazos Valley business unit will be focused on targeting both Eagle Ford and Austin Chalk wells in the large acreage position gained in the WildHorse acquisition. Chesapeake will operate four rigs in the Brazos Valley area in 2019 and expects to place on production up to 83 wells, including 10 wells targeting the Austin Chalk formation, with average completed lateral lengths of approximately 8,000 feet. The business unit is aggressively attacking numerous opportunities to drive capital efficiencies across all areas of the value chain. Through a combination of operational improvements and supply chain savings, the team has implemented and negotiated approximately $200,000 to $350,000 per well in capital savings within the first month of taking over operations. Early cycle time improvements have been recognized through increased drilling penetration rates and a two stage per day increase by the completions team. Additionally, the Burleson Sand Mine commenced operations in February 2019 and is anticipated to yield additional savings to the company's completions program.
In the Marcellus Shale in northeast Pennsylvania, Chesapeake is currently utilizing three drilling rigs and expects to place on production up to 48 wells in 2019, compared to 54 wells in 2018. Chesapeake projects to again create significant free cash flow in 2019 as stronger realized in-basin gas prices are expected to continue. Current total gross production from the region is approximately 2.4 bcf per day, after reaching a record 2.5 bcf per day in January 2019. In February 2019, Chesapeake placed two Upper Marcellus wells on production in Susquehanna County that reached a combined peak 24-hour rate of approximately 60 million cubic feet (mmcf) of gas per day. Of the company's 48 wells expected to be placed on production in 2019, seven wells will target the Upper Marcellus formation.
In the company's Haynesville Shale position in Louisiana, Chesapeake is currently utilizing two drilling rigs and intends to drop to one rig in the 2019 second quarter. The company expects to place on production up to 24 wells in 2019, compared to 26 wells in 2018.
In the company's Mid-Continent operating area in Oklahoma, Chesapeake is currently utilizing one drilling rig and expects to place on production 25 wells in 2019, compared to 38 wells in 2018.
Key Financial and Operational Results | |||||||||||
The table below summarizes Chesapeake's key financial and operational results during the 2018 fourth quarter and full year as compared to results in prior periods. | |||||||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||
Barrels of oil equivalent production (in mboe) | 42,711 | 54,572 | 190,266 | 199,933 | |||||||
Barrels of oil equivalent production (mboe/d) | 464 | 593 | 521 | 548 | |||||||
Oil production (in mbbl/d) | 87 | 100 | 90 | 90 | |||||||
Average realized oil price ($/bbl)(a) | 56.86 | 56.47 | 57.42 | 53.19 | |||||||
Natural gas production (in mmcf/d) | 2,009 | 2,603 | 2,278 | 2,406 | |||||||
Average realized natural gas price ($/mcf)(a) | 3.19 | 2.76 | 3.00 | 2.75 | |||||||
NGL production (in mbbl/d) | 42 | 59 | 52 | 57 | |||||||
Average realized NGL price ($/bbl)(a) | 25.36 | 27.98 | 25.84 | 22.98 | |||||||
Production expenses ($/boe) | 2.87 | 2.50 | 2.84 | 2.81 | |||||||
Gathering, processing and transportation expenses ($/boe) | 7.92 | 7.15 | 7.35 | 7.36 | |||||||
Oil - ($/bbl) | 6.02 | 3.90 | 4.30 | 3.94 | |||||||
Natural Gas - ($/mcf) | 1.41 | 1.30 | 1.32 | 1.34 | |||||||
NGL - ($/bbl) | 7.40 | 7.83 | 8.37 | 7.88 | |||||||
Production taxes ($/boe) | 0.77 | 0.45 | 0.65 | 0.44 | |||||||
General and administrative expenses ($/boe)(b) | 1.04 | 1.19 | 1.32 | 1.13 | |||||||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) | 0.15 | 0.15 | 0.15 | 0.18 | |||||||
Depreciation, depletion and amortization ($/boe) | 6.52 | 5.60 | 6.02 | 4.98 | |||||||
Interest expense ($/boe)(a) | 2.78 | 2.25 | 2.55 | 2.11 | |||||||
Marketing net margin ($ in millions) (c) | (18) | 1 | (63) | (65) | |||||||
Net cash provided by operating activities | 405 | 472 | 2,000 | 745 | |||||||
Net cash provided by operating activities($/boe) | 9.47 | 8.65 | 10.51 | 3.73 | |||||||
Operating cash flow ($ in millions)(d) | 367 | 577 | 1,846 | 1,216 | |||||||
Operating cash flow ($/boe) | 8.59 | 10.57 | 9.70 | 6.09 | |||||||
Net income ($ in millions) | 514 | 334 | 877 | 953 | |||||||
Net income available to common stockholders | 486 | 309 | 775 | 813 | |||||||
Net income per share available to common stockholders – diluted | 0.49 | 0.33 | 0.85 | 0.90 | |||||||
Adjusted EBITDA ($ in millions)(e) | 574 | 706 | 2,436 | 2,160 | |||||||
Adjusted EBITDA ($/boe) | 13.43 | 12.94 | 12.81 | 10.80 | |||||||
Adjusted net income attributable to Chesapeake | 238 | 314 | 816 | 742 | |||||||
Adjusted net income attributable to Chesapeake | 0.21 | 0.30 | 0.90 | 0.82 |
(a) | Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) | Excludes non-cash amortization of $5 million for the three months ended December 31, 2018 and 2017, and $19 million and $22 million for the year ended December 31, 2018 and 2017, respectively. |
(d) | Defined as cash flow provided by operating activities before changes in components of working capital and other assets and liabilities. This is a non-GAAP measure. See reconciliation to cash provided by operating activities on page 16. |
(e) | Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 17. This is a non-GAAP measure. See reconciliation of net income to EBITDA on page 16 and reconciliation of EBITDA to adjusted EBITDA on page 17. |
(f) | Defined as net income attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on pages 14 - 15. This is a non-GAAP measure. See reconciliation of net income to adjusted net income available to Chesapeake on pages 14 - 15. |
(g) | Our presentation of diluted adjusted net income attributable to Chesapeake per share excludes 1 million and 60 million shares for the three months ended December 31, 2018 and 2017, respectively, and 207 million shares for the years ended December 31, 2018 and 2017, considered antidilutive when calculating diluted earnings per share. |
2018 Fourth Quarter and Year-End Results Conference Call Information
A conference call to discuss this release has been scheduled on Wednesday, February 27, 2019 at 9:00 am EST. The telephone number to access the conference call is 334-323-0522 or toll-free 877-260-1479. The passcode for the call is 1327759. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 1327759. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, anticipated timing of wells to be placed into production, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, the expected use of proceeds of anticipated asset sales, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: MEDIA CONTACT: Brad Sylvester, CFA Gordon Pennoyer (405) 935-8870 (405) 935-8878
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | |||||||||||||||
Three Months Ended | Years Ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
REVENUES: | |||||||||||||||
Oil, natural gas and NGL | $ | 1,731 | $ | 1,258 | $ | 5,155 | $ | 4,985 | |||||||
Marketing | 1,338 | 1,261 | 5,076 | 4,511 | |||||||||||
Total Revenues | 3,069 | 2,519 | 10,231 | 9,496 | |||||||||||
OPERATING EXPENSES: | |||||||||||||||
Oil, natural gas and NGL production | 122 | 136 | 539 | 562 | |||||||||||
Oil, natural gas and NGL gathering, processing and transportation | 338 | 390 | 1,398 | 1,471 | |||||||||||
Production taxes | 33 | 25 | 124 | 89 | |||||||||||
Marketing | 1,360 | 1,265 | 5,158 | 4,598 | |||||||||||
General and administrative | 51 | 73 | 280 | 262 | |||||||||||
Restructuring and other termination costs | — | — | 38 | — | |||||||||||
Provision for legal contingencies, net | 9 | (73) | 26 | (38) | |||||||||||
Depreciation, depletion and amortization | 278 | 306 | 1,145 | 995 | |||||||||||
Loss on sale of oil and natural gas properties | 578 | — | 578 | — | |||||||||||
Impairments | 2 | 2 | 53 | 5 | |||||||||||
Other operating (income) expense | 4 | (10) | 10 | 413 | |||||||||||
Total Operating Expenses | 2,775 | 2,114 | 9,349 | 8,357 | |||||||||||
INCOME FROM OPERATIONS | 294 | 405 | 882 | 1,139 | |||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||||
Interest expense | (120) | (124) | (487) | (426) | |||||||||||
Gains on investments | — | — | 139 | — | |||||||||||
Gains on purchases or exchanges of debt | 331 | 50 | 263 | 233 | |||||||||||
Other income | 7 | 3 | 70 | 9 | |||||||||||
Total Other Income (Expense) | 218 | (71) | (15) | (184) | |||||||||||
INCOME BEFORE INCOME TAXES | 512 | 334 | 867 | 955 | |||||||||||
INCOME TAX EXPENSE (BENEFIT): | |||||||||||||||
Current income taxes | (2) | (11) | — | (9) | |||||||||||
Deferred income taxes | — | 11 | (10) | 11 | |||||||||||
Total Income Tax Expense (Benefit) | (2) | — | (10) | 2 | |||||||||||
NET INCOME | 514 | 334 | 877 | 953 | |||||||||||
Net income attributable to noncontrolling interests | (1) | (1) | (4) | (4) | |||||||||||
NET INCOME ATTRIBUTABLE TO CHESAPEAKE | 513 | 333 | 873 | 949 | |||||||||||
Preferred stock dividends | (23) | (23) | (92) | (85) | |||||||||||
Loss on exchange of preferred stock | — | — | — | (41) | |||||||||||
Earnings allocated to participating securities | (4) | (1) | (6) | (10) | |||||||||||
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ | 486 | $ | 309 | $ | 775 | $ | 813 | |||||||
EARNINGS PER COMMON SHARE: | |||||||||||||||
Basic | $ | 0.53 | $ | 0.34 | $ | 0.85 | $ | 0.90 | |||||||
Diluted | $ | 0.49 | $ | 0.33 | $ | 0.85 | $ | 0.90 | |||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): | |||||||||||||||
Basic | 910 | 907 | 909 | 906 | |||||||||||
Diluted | 1,116 | 1,053 | 909 | 906 |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | |||||||
December 31, | December 31, | ||||||
Cash and cash equivalents | $ | 4 | $ | 5 | |||
Other current assets | 1,594 | 1,520 | |||||
Total Current Assets | 1,598 | 1,525 | |||||
Property and equipment, net | 9,030 | 10,680 | |||||
Other long-term assets | 319 | 220 | |||||
Total Assets | $ | 10,947 | $ | 12,425 | |||
Current liabilities | $ | 2,828 | $ | 2,356 | |||
Long-term debt, net | 7,341 | 9,921 | |||||
Other long-term liabilities | 311 | 520 | |||||
Total Liabilities | 10,480 | 12,797 | |||||
Preferred stock | 1,671 | 1,671 | |||||
Noncontrolling interests | 123 | 124 | |||||
Common stock and other stockholders' equity (deficit) | (1,327) | (2,167) | |||||
Total Equity (Deficit) | 467 | (372) | |||||
Total Liabilities and Equity | $ | 10,947 | $ | 12,425 | |||
Common shares outstanding (in millions) | 914 | 909 | |||||
Principal amount of debt outstanding | $ | 8,168 | $ | 9,981 |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE (unaudited) | |||||||||||||||
Three Months Ended | Years Ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net Production: | |||||||||||||||
Oil (mmbbl) | 8 | 9 | 33 | 33 | |||||||||||
Natural gas (bcf) | 185 | 239 | 832 | 878 | |||||||||||
NGL (mmbbl) | 4 | 5 | 19 | 21 | |||||||||||
Oil equivalent (mmboe) | 43 | 55 | 190 | 200 | |||||||||||
Average daily production (mboe) | 464 | 593 | 521 | 548 | |||||||||||
Oil, Natural Gas and NGL Sales ($ in millions): | |||||||||||||||
Oil sales | $ | 503 | $ | 528 | $ | 2,201 | $ | 1,668 | |||||||
Natural gas sales | 664 | 615 | 2,486 | 2,422 | |||||||||||
NGL sales | 98 | 156 | 502 | 484 | |||||||||||
Total oil, natural gas and NGL sales | 1,265 | 1,299 | 5,189 | 4,574 | |||||||||||
Financial Derivatives: | |||||||||||||||
Oil derivatives – realized gains (losses)(a) | (48) | (9) | (321) | 70 | |||||||||||
Natural gas derivatives – realized gains (losses)(a) | (76) | 44 | 7 | (9) | |||||||||||
NGL derivatives – realized gains (losses)(a) | 1 | (3) | (13) | (4) | |||||||||||
Total realized gains (losses) on financial derivatives | (123) | 32 | (327) | 57 | |||||||||||
Oil derivatives – unrealized gains (losses)(a) | 560 | (179) | 445 | (134) | |||||||||||
Natural gas derivatives – unrealized gains (losses)(a) | 14 | 105 | (154) | 489 | |||||||||||
NGL derivatives – unrealized gains (losses)(a) | 15 | 1 | 2 | (1) | |||||||||||
Total unrealized gains (losses) on financial derivatives | 589 | (73) | 293 | 354 | |||||||||||
Total financial derivatives | 466 | (41) | (34) | 411 | |||||||||||
Total oil, natural gas and NGL sales | $ | 1,731 | $ | 1,258 | $ | 5,155 | $ | 4,985 | |||||||
Average Sales Price (excluding gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 62.98 | $ | 57.42 | $ | 67.25 | $ | 51.03 | |||||||
Natural gas ($ per mcf) | $ | 3.59 | $ | 2.57 | $ | 2.99 | $ | 2.76 | |||||||
NGL ($ per bbl) | $ | 25.11 | $ | 28.54 | $ | 26.50 | $ | 23.18 | |||||||
Oil equivalent ($ per boe) | $ | 29.64 | $ | 23.81 | $ | 27.27 | $ | 22.88 | |||||||
Average Sales Price (excluding unrealized gains (losses) on derivatives): | |||||||||||||||
Oil ($ per bbl) | $ | 56.86 | $ | 56.47 | $ | 57.42 | $ | 53.19 | |||||||
Natural gas ($ per mcf) | $ | 3.19 | $ | 2.76 | $ | 3.00 | $ | 2.75 | |||||||
NGL ($ per bbl) | $ | 25.36 | $ | 27.98 | $ | 25.84 | $ | 22.98 | |||||||
Oil equivalent ($ per boe) | $ | 26.75 | $ | 24.41 | $ | 25.56 | $ | 23.17 | |||||||
Interest Expense ($ in millions): | |||||||||||||||
Interest expense(b) | $ | 121 | $ | 123 | $ | 488 | $ | 425 | |||||||
Interest rate derivatives – realized (gains) losses(c) | (1) | — | (3) | (3) | |||||||||||
Interest rate derivatives – unrealized (gains) losses(c) | — | 1 | 2 | 4 | |||||||||||
Total interest expense | $ | 120 | $ | 124 | $ | 487 | $ | 426 |
(a) | Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) | Net of amounts capitalized. |
(c) | Realized (gains) losses include interest rate derivative settlements related to current period interest and the effect of (gains) losses on early-terminated trades. Settlements of early-terminated trades are reflected in realized (gains) losses over the original life of the hedged item. Unrealized (gains) losses include amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended | Years Ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Beginning cash and cash equivalents | $ | 4 | $ | 5 | $ | 5 | $ | 882 | |||||||
Net cash provided by operating activities | 405 | 472 | 2,000 | 745 | |||||||||||
Cash flows from investing activities: | |||||||||||||||
Drilling and completion costs(a) | (477) | (589) | (1,958) | (2,186) | |||||||||||
Acquisitions of proved and unproved properties(b) | (44) | (59) | (288) | (285) | |||||||||||
Proceeds from divestitures of proved and unproved properties | 1,836 | 56 | 2,231 | 1,249 | |||||||||||
Additions to other property and equipment | (10) | (9) | (21) | (21) | |||||||||||
Proceeds from sales of other property and equipment | 72 | 15 | 147 | 55 | |||||||||||
Proceeds from sales of investments | — | — | 74 | — | |||||||||||
Net cash provided by (used in) investing activities | 1,377 | (586) | 185 | (1,188) | |||||||||||
Net cash provided by (used in) financing activities | (1,782) | 114 | (2,186) | (434) | |||||||||||
Change in cash and cash equivalents | — | — | (1) | (877) | |||||||||||
Ending cash and cash equivalents | $ | 4 | $ | 5 | $ | 4 | $ | 5 |
(a) | Includes capitalized interest of $2 million for the three months ended December 31, 2018 and 2017. Includes capitalized interest of $9 million for the years ended December 31, 2018 and 2017. |
(b) | Includes capitalized interest of $32 million and $44 million for the three months ended December 31, 2018 and 2017, respectively. Includes capitalized interest of $153 million and $184 million for the years ended December 31, 2018 and 2017, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended December 31, | ||||||||||||||||
2018 | 2017 | |||||||||||||||
$ | $/Share(a)(b) | $ | $/Share(a)(b) | |||||||||||||
Net income available to common stockholders (GAAP) | $ | 486 | $ | 0.53 | $ | 309 | $ | 0.34 | ||||||||
Effect of dilutive securities | 59 | 35 | ||||||||||||||
Diluted earnings per common stockholder (GAAP) | $ | 545 | $ | 0.49 | $ | 344 | $ | 0.33 | ||||||||
Adjustments: | ||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives | (596) | (0.53) | 73 | 0.07 | ||||||||||||
Provision for legal contingencies, net | 9 | 0.01 | (73) | (0.07) | ||||||||||||
Loss on sale of oil and natural gas properties (c) | 578 | 0.52 | — | — | ||||||||||||
Impairments | 2 | — | 2 | — | ||||||||||||
Other operating (income) expense | 4 | — | (10) | — | ||||||||||||
Gains on purchases or exchanges of debt | (331) | (0.30) | (50) | (0.05) | ||||||||||||
Income tax expense (benefit)(d) | — | — | — | — | ||||||||||||
Other | — | — | 4 | — | ||||||||||||
Adjusted net income available to common stockholders(a) (b) (Non-GAAP) | 211 | 0.19 | 290 | 0.28 | ||||||||||||
Preferred stock dividends | 23 | 0.02 | 23 | 0.02 | ||||||||||||
Earnings allocated to participating securities | 4 | — | 1 | — | ||||||||||||
Total adjusted net income attributable to Chesapeake(a) (b) (Non-GAAP) | $ | 238 | $ | 0.21 | $ | 314 | $ | 0.30 |
(a) | Adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) | Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake exclude some, but not all, items that affect net income available to common stockholders and total adjusted net income attributable to Chesapeake may vary among companies, our calculation of adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | ||
(b) | Our presentation of diluted net income available to common stockholders and diluted adjusted net income per share excludes 1 million and 60 million shares considered antidilutive for the three months ended December 31, 2018 and 2017, respectively. The number of shares used for the non-GAAP calculation were determined in a manner consistent with GAAP. | |
(c) | Loss on sale of oil and natural gas properties for the three months ended December 31, 2018 includes a $578 million loss related to the Utica divestiture. | |
(d) | No income tax effect from the adjustments has been included in determining adjusted net income for the three months ended December 31, 2018 and 2017. Our effective tax rate in both periods was 0% due to our valuation allowance position. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2018 | 2017 | |||||||||||||||
$ | $/Share(a)(b) | $ | $/Share(a)(b) | |||||||||||||
Net income available to common stockholders (GAAP) | $ | 775 | $ | 0.85 | $ | 813 | 0.90 | |||||||||
Effect of dilutive securities | — | — | ||||||||||||||
Diluted earnings per common stockholder (GAAP) | $ | 775 | $ | 0.85 | $ | 813 | $ | 0.90 | ||||||||
Adjustments: | ||||||||||||||||
Unrealized gains on oil, natural gas and NGL derivatives | (300) | (0.33) | (354) | (0.39) | ||||||||||||
Restructuring and other termination costs | 38 | 0.04 | — | — | ||||||||||||
Provision for legal contingencies, net | 26 | 0.03 | (38) | (0.04) | ||||||||||||
Loss on sale of oil and natural gas properties (c) | 578 | 0.64 | — | — | ||||||||||||
Impairments | 53 | 0.06 | 5 | — | ||||||||||||
Other operating expense | 10 | 0.01 | 413 | 0.46 | ||||||||||||
Gains on investments | (139) | (0.15) | — | — | ||||||||||||
Gains on purchases or exchanges of debt | (263) | (0.29) | (233) | (0.26) | ||||||||||||
Loss on exchange of preferred stock | — | — | 41 | 0.04 | ||||||||||||
Income tax expense (benefit)(d) | — | — | — | — | ||||||||||||
Other (e) | (60) | (0.07) | — | — | ||||||||||||
Adjusted net income available to common stockholders(a) (b) (Non-GAAP) | 718 | 0.79 | 647 | 0.71 | ||||||||||||
Preferred stock dividends | 92 | 0.10 | 85 | 0.10 | ||||||||||||
Earnings allocated to participating securities | 6 | 0.01 | 10 | 0.01 | ||||||||||||
Total adjusted net income attributable to Chesapeake(a) (b) (Non-GAAP) | $ | 816 | $ | 0.90 | $ | 742 | $ | 0.82 |
(a) | Adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to, or more meaningful than, net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) | Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake exclude some, but not all, items that affect net income available to common stockholders and total adjusted net income attributable to Chesapeake may vary among companies, our calculation of adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | ||
(b) | Our presentation of diluted net income available to common stockholders and diluted adjusted net income attributable to Chesapeake per share excludes 207 million shares considered antidilutive for the years ended December 31, 2018 and 2017. The number of shares used for the non-GAAP calculation were determined in a manner consistent with GAAP. | |
(c) | Loss on sale of oil and natural gas properties for the year ended December 31, 2018 includes a $578 million loss related to the Utica divestiture. | |
(d) | No income tax effect from the adjustments has been included in determining adjusted net income for the years ended December 31, 2018 and 2017. Our effective tax rate in both periods was 0% due to our valuation allowance position. | |
(e) | Other for the year ended December 31, 2018 includes a $61 million gain related to an extinguishment of the CHK Utica overriding royalty interest conveyance obligation. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended | Years Ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) | $ | 405 | $ | 472 | $ | 2,000 | $ | 745 | |||||||
Changes in components of working capital and other assets and liabilities | (38) | 105 | (154) | 471 | |||||||||||
OPERATING CASH FLOW (Non-GAAP)(a) | $ | 367 | $ | 577 | $ | 1,846 | $ | 1,216 |
Three Months Ended | Years Ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
NET INCOME (GAAP) | $ | 514 | $ | 334 | $ | 877 | $ | 953 | |||||||
Interest expense | 120 | 124 | 487 | 426 | |||||||||||
Income tax expense (benefit) | (2) | — | (10) | 2 | |||||||||||
Depreciation, depletion and amortization | 278 | 306 | 1,145 | 995 | |||||||||||
EBITDA (Non-GAAP)(b) | $ | 910 | $ | 764 | $ | 2,499 | $ | 2,376 |
Three Months Ended | Years Ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) | $ | 405 | $ | 472 | $ | 2,000 | $ | 745 | |||||||
Changes in assets and liabilities | (38) | 105 | (154) | 471 | |||||||||||
Interest expense | 120 | 124 | 487 | 426 | |||||||||||
Gains (losses) on oil, natural gas and NGL derivatives, net | 473 | (41) | (26) | 411 | |||||||||||
Cash (receipts) payments on derivative settlements, net | 183 | (28) | 345 | 18 | |||||||||||
Stock-based compensation | (7) | (11) | (32) | (49) | |||||||||||
Loss on sale of oil and natural gas properties (c) | (578) | — | (578) | — | |||||||||||
Impairments | (2) | (2) | (53) | (5) | |||||||||||
Gains on investments | — | — | 139 | — | |||||||||||
Gains on purchases or exchanges of debt | 331 | 50 | 263 | 235 | |||||||||||
Other items(d) | 23 | 95 | 108 | 124 | |||||||||||
EBITDA (Non-GAAP)(b) | $ | 910 | $ | 764 | $ | 2,499 | $ | 2,376 |
(a) | Operating cash flow represents net cash provided by operating activities before changes in components of working capital and other. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP and provides useful information to investors for analysis of the Company's ability to generate cash to fund exploration and development, and to service debt. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. Because operating cash flow excludes some, but not all, items that affect net cash provided by operating activities and may vary among companies, our calculation of operating cash flow may not be comparable to similarly titled measures of other companies. The increase in operating cash flow for the year ended December 31, 2018 is mainly due to an increase in prices and volumes. |
(b) | EBITDA represents net income before interest expense, income tax expense, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance (or liquidity) under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
(c) | Loss on sale of oil and natural gas properties for the three months ended December 31, 2018 and the year ended December 31, 2018 includes a $578 million loss related to the Utica divestiture. |
(d) | Other items for the year ended December 31, 2018 includes a $61 million gain related to an extinguishment of the CHK Utica overriding royalty interest conveyance obligation. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended | Years Ended | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
EBITDA (Non-GAAP)(a) | $ | 910 | $ | 764 | $ | 2,499 | $ | 2,376 | |||||||
Adjustments: | |||||||||||||||
Unrealized losses (gains) on oil, natural gas and NGL derivatives | (596) | 73 | (300) | (354) | |||||||||||
Restructuring and other termination costs | — | — | 38 | — | |||||||||||
Provision for legal contingencies, net | 9 | (73) | 26 | (38) | |||||||||||
Loss on sale of oil and natural gas properties (b) | 578 | — | 578 | — | |||||||||||
Impairments | 2 | 2 | 53 | 5 | |||||||||||
Other operating (income) expense | 4 | (10) | 10 | 413 | |||||||||||
Gains on investments | — | — | (139) | — | |||||||||||
Gains on purchases or exchanges of debt | (331) | (50) | (263) | (233) | |||||||||||
Net income attributable to noncontrolling interests | (1) | (1) | (4) | (4) | |||||||||||
Other (c) | (1) | 1 | (62) | (5) | |||||||||||
Adjusted EBITDA (Non-GAAP)(a) | $ | 574 | $ | 706 | $ | 2,436 | $ | 2,160 |
(a) | EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income or cash flow provided by (used in) operations prepared in accordance with GAAP. Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to EBITDA because: | |
(i) | Management uses adjusted EBITDA to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) | Adjusted EBITDA is more comparable to estimates provided by securities analysts. | |
(iii) | Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDA excludes some, but not all, items that affect net income, our calculations of adjusted EBITDA may not be comparable to similarly titled measures of other companies. | ||
(b) | Loss on sale of oil and natural gas properties for the three months ended December 31, 2018 and the year ended December 31, 2018 includes a $578 million loss related to the Utica divestiture. | |
(c) | Other for the year ended December 31, 2018 includes a $61 million gain related to an extinguishment of the CHK Utica overriding royalty interest conveyance obligation. |
CHESAPEAKE ENERGY CORPORATION ROLL-FORWARD OF PROVED RESERVES YEAR ENDED DECEMBER 31, 2018 (unaudited) | ||||
Mmboe(a) | ||||
Beginning balance, December 31, 2017 | 1,912 | |||
Production | (190) | |||
Extensions, discoveries and other additions | 270 | |||
Revisions of previous estimates | 15 | |||
Sale of reserves in-place | (559) | |||
Purchase of reserves in-place | — | |||
Ending balance, December 31, 2018 | 1,448 | |||
Proved reserves growth rate before acquisitions and divestitures | 5 | % | ||
Proved reserves growth rate after acquisitions and divestitures | (24) | % | ||
Proved developed reserves | 748 | |||
Proved developed reserves percentage | 52 | % | ||
Standardized measure of discounted future net cash flows ($ in millions) (GAAP) | $ | 9,495 | ||
Add: Present value of future income taxes discounted at 10% per annum(a) | 32 | |||
PV-10 ($ in millions)(a) (Non-GAAP) | $ | 9,527 |
(a) | Reserve volumes and PV-10 value estimated using SEC reserve recognition standards and pricing assumptions based on the trailing 12-month average first-day-of-the-month prices as of December 31, 2018 of $65.56 per bbl of oil and $3.10 per mcf of natural gas, before basis differential adjustments. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax. The table above shows the reconciliation of PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure for the year ended December 31, 2018. Future income taxes in the calculation of the standardized measure of discounted future net cash flows were $32 million as of December 31, 2018. |
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF FEBRUARY 27, 2019 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. | |
Year Ending 12/31/2019 | |
Production Growth Adjusted for Asset Sales(a) | 13% to 20% |
Absolute Production: | |
Oil - mmbbls | 42.5 - 44.5 |
NGL - mmbbls | 13.0 - 15.0 |
Natural gas - bcf | 710 - 750 |
Total absolute production - mmboe | 174 - 184 |
Absolute daily rate - mboe | 475 - 505 |
Estimated Realized Hedging Effects(b) (based on 2/22/19 strip prices): | |
Oil - $/bbl | ($0.17) |
Natural gas - $/mcf | ($0.07) |
Estimated Basis to NYMEX Prices: | |
Oil - $/bbl | $1.20 - $1.60 |
Natural gas - $/mcf | ($0.10) - ($0.20) |
NGL - realizations as a % of WTI | 33% to 36% |
Operating Costs per Boe of Projected Production: | |
Production expense | $3.25 - $3.50 |
Gathering, processing and transportation expenses | $6.00 - $6.50 |
Oil - $/bbl | $3.35 - $3.55 |
Natural gas - $/mcf | $1.20 - $1.30 |
Production taxes | $0.75 - $0.85 |
General and administrative(c) | $1.50 - $1.60 |
Stock-based compensation (non-cash) | $0.10 - $0.20 |
DD&A of natural gas and liquids assets | $5.50 - $6.50 |
Depreciation of other assets | $0.40 - $0.50 |
Interest expense | $3.20 - $3.40 |
Marketing Net Margin(d) | ($25) - ($45) |
Book Tax Rate | 0% |
Adjusted EBITDA, based on 2/22/19 strip prices ($ in millions)(e) | $2,500 - $2,700 |
Capital Expenditures ($ in millions)(f) | $2,175 - $2,375 |
Capitalized Interest ($ in millions) | $125 |
Total Capital Expenditures ($ in millions) | $2,300 - $2,500 |
(a) | Based on 2018 production of 422 mboe per day, adjusted for asset sales. |
(b) | Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) | Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(d) | Excludes non-cash amortization of approximately $8.7 million related to the buydown of a transportation agreement. |
(e) | Adjusted EBITDA is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDA to forecasted GAAP net income would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDA include interest expense, income taxes, and depreciation, depletion and amortization expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(f) | Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property, plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of February 22, 2019, including January and February derivative contracts that have settled, approximately 63 percent of the company's 2019 forecasted oil, natural gas and NGL production revenue was hedged, including approximately 56 percent and 81 percent of its 2019 forecasted oil and natural gas production (including Brazos Valley production from February 1, 2019) at average prices of $57.12 per bbl and $2.85 per mcf, respectively.
In addition, the company had downside protection on a portion of its 2020 oil production at an average price of $59.72 per bbl and on a portion of its 2020 gas production at an average price of $2.75 per mcf.
The company's crude oil hedging positions were as follows:
Open Crude Oil Swaps | |||||
Open Swaps (mmbbls) | Avg. NYMEX | ||||
Q1 2019 | 5 | $ | 57.04 | ||
Q2 2019 | 5 | $ | 57.09 | ||
Q3 2019 | 4 | $ | 57.28 | ||
Q4 2019 | 3 | $ | 57.33 | ||
Total 2019 | 17 | $ | 57.16 | ||
Total 2020 | 7 | $ | 58.28 |
Oil Two-Way Collars | |||||||||
Collars (mmbbls) | Avg. NYMEX | Avg. NYMEX | |||||||
Q1 2019 | 1 | $ | 58.00 | $ | 67.75 | ||||
Q2 2019 | 1 | $ | 58.00 | $ | 67.75 | ||||
Q3 2019 | 2 | $ | 58.00 | $ | 67.75 | ||||
Q4 2019 | 2 | $ | 58.00 | $ | 67.75 | ||||
Total 2019 | 6 | $ | 58.00 | $ | 67.75 | ||||
Total 2020 | 2 | $ | 65.00 | $ | 83.25 |
Oil Puts | |||||
Volume (mbbls) | Avg. NYMEX Bought Put Price | ||||
Q1 2019 | 110 | $ | 50.00 | ||
Q2 2019 | 221 | $ | 52.63 | ||
Q3 2019 | 587 | $ | 54.14 | ||
Q4 2019 | 832 | $ | 54.43 | ||
Total 2019 | 1,750 | $ | 53.83 |
Oil Basis Protection Swaps | |||||
Volume (mmbbls) | Avg. NYMEX plus/(minus) | ||||
Q1 2019 | 2 | $ | 5.93 | ||
Q2 2019 | 3 | $ | 5.93 | ||
Q3 2019 | 1 | $ | 6.20 | ||
Q4 2019 | 1 | $ | 6.20 | ||
Total 2019 | 7 | $ | 6.01 |
The company's natural gas hedging positions were as follows:
Open Natural Gas Swaps | |||||
Swaps (bcf) | Avg. NYMEX Price of Swaps | ||||
Q1 2019 | 109 | $ | 2.98 | ||
Q2 2019 | 119 | $ | 2.84 | ||
Q3 2019 | 115 | $ | 2.84 | ||
Q4 2019 | 110 | $ | 2.84 | ||
Total 2019 | 453 | $ | 2.87 | ||
Total 2020 | 217 | $ | 2.75 |
Natural Gas Two-Way Collars | |||||||||
Collars (bcf) | Avg. NYMEX | Avg. NYMEX | |||||||
Q1 2019 | 27 | $ | 2.75 | $ | 3.13 | ||||
Q2 2019 | 9 | $ | 2.75 | $ | 2.91 | ||||
Q3 2019 | 10 | $ | 2.75 | $ | 2.91 | ||||
Q4 2019 | 9 | $ | 2.75 | $ | 2.91 | ||||
Total 2019 | 55 | $ | 2.75 | $ | 3.02 |
Natural Gas Three-Way Collars | |||||||||||||
Collars (bcf) | Avg. | Avg. | Avg. NYMEX | ||||||||||
Q1 2019 | 22 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Q2 2019 | 22 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Q3 2019 | 22 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Q4 2019 | 22 | $ | 2.50 | $ | 2.80 | $ | 3.10 | ||||||
Total 2019 | 88 | $ | 2.50 | $ | 2.80 | $ | 3.10 |
Natural Gas Net Written Call Options | |||||
Call Options (bcf) | Avg. NYMEX Strike Price | ||||
Q1 2019 | 5 | $ | 12.00 | ||
Q2 2019 | 5 | $ | 12.00 | ||
Q3 2019 | 6 | $ | 12.00 | ||
Q4 2019 | 6 | $ | 12.00 | ||
Total 2019 | 22 | $ | 12.00 | ||
Total 2020 | 22 | $ | 12.00 |
Natural Gas Net Written Call Swaptions | |||||
Call Options (bcf) | Avg. NYMEX Strike Price | ||||
Total 2020 | 106 | $ | 2.77 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) | Avg. NYMEX | ||||
Q1 2019 | 12 | $ | (0.36) | ||
Q2 2019 | 18 | $ | (0.84) | ||
Q3 2019 | 14 | $ | (0.45) | ||
Q4 2019 | 6 | $ | (0.39) | ||
Total 2019 | 50 | $ | (0.56) |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 14, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announces an innovative partnership to accelerate the company's digital transformation and data-driven growth initiatives.
Chesapeake continues to build momentum in early 2019, with a concentration on operational efficiency and optimization, capital discipline and growth by leveraging advanced data science and machine learning/AI to solidify its position as a top-tier operator. The company's engagement with RS Energy Group (RSEG), a leading advanced analytics and technology firm, reinforces those key initiatives. With a 20-year history informing its premier software and analytics solutions, RSEG offers Chesapeake differentiated, trusted technical and capital markets perspectives that integrate with powerful predictive analytics to drive growth and improve capital efficiencies.
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "We are very pleased to announce this strategic partnership with RSEG and we believe their deep understanding of our industry, our asset portfolio and physical and financial markets will help us to achieve our strategic goals and create additional value for Chesapeake."
"Working alongside Chesapeake in this partnership is really exciting for RSEG," says Manuj Nikhanj, president and co-CEO, RSEG. "The transformational strategies they are implementing align closely with RSEG's rapidly-evolving technology developments. The benefits of this collaborative relationship will be material and impactful for both organizations."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA | Gordon Pennoyer | 6100 North Western Avenue |
(405) 935-8870 | (405) 935-8878 | P.O. Box 18496 |
Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Feb. 1, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has completed its acquisition of WildHorse Resource Development Corporation (NYSE:WRD). The merger was previously approved by Chesapeake shareholders and WildHorse stockholders at special meetings held on January 31, 2019.
At the election of each WildHorse common stockholder, the consideration consisted of either 5.989 shares of Chesapeake common stock (the "share consideration") or a combination of 5.336 shares of Chesapeake common stock and $3.00 in cash (the "mixed consideration"), in exchange for each share of WildHorse common stock.
As a result of the merger, WildHorse common stock will no longer be listed for trading on the New York Stock Exchange.
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "In 2018, Chesapeake Energy continued to build upon our track record of consistent business delivery and transformational progress through both financial and operating improvements. The addition of the WildHorse assets to our high-quality, diverse portfolio, combined with our operating expertise and experience, provides another oil growth engine with significant oil inventory for years to come and gives us tremendous flexibility and optionality to help achieve our strategic goals."
In conjunction with the closing, and as previously announced under the terms of the merger agreement, David W. Hayes has joined the Chesapeake board, effective immediately. In addition, Jay C. Graham will be appointed to fill the next vacancy on the Chesapeake board.
In a separate vote at the special meeting, Chesapeake shareholders approved a proposal to amend Chesapeake's restated certificate of incorporation to increase the number of authorized shares of Chesapeake common stock from 2,000,000,000 shares to 3,000,000,000 shares.
Credit Facility Amendments
In connection with the merger, Chesapeake entered into the First Amendment to its Credit Agreement, dated as of September 12, 2018, which, among other things, expressly permitted Chesapeake's initial investment in WildHorse. An amendment to WildHorse's Credit Agreement, dated as of December 19, 2016, was also entered into to amend certain provisions to permit the merger and to permit borrowings under the WildHorse Credit Agreement to be used to redeem or repurchase WildHorse's senior notes so long as certain conditions are met. A supplement to WildHorse's Indenture, dated as of February 1, 2017, governing WildHorse's 6.875% Senior Notes due 2025 was also entered into, pursuant to which Brazos Valley Longhorn, L.L.C., as successor by merger to WildHorse, assumed WildHorse's obligations as issuer under the Indenture and Brazos Valley Longhorn Finance Corp. was appointed as co-issuer of WildHorse's senior notes. Further details regarding these amendments may be obtained from a Form 8-K to be filed by the company later today.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within the meaning of federal securities law, including financial and operating improvements and growth in oil production and inventory. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; competitive responses to the transaction; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies; diversion of management's attention from ongoing business operations and opportunities; the ability of Chesapeake to complete the integration of WildHorse successfully; litigation relating to the transaction; and other factors that may affect future results of Chesapeake.
Additional factors that could cause results to differ materially from those described above can be found in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, each of which is on file with the SEC and available in the "Investors" section of Chesapeake's website, https://www.chk.com/, under the heading "SEC Filings" and in other documents Chesapeake files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Chesapeake assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
CHK INVESTOR CONTACT: Brad Sylvester, CFA 405-935-8870 ir@chk.com | CHK MEDIA CONTACT: Gordon Pennoyer 405-935-8878 media@chk.com | CHESAPEAKE ENERGY CORPORATION: 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY and HOUSTON, Jan. 31, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) and WildHorse Resource Development Corporation (NYSE:WRD) jointly announced today the preliminary results of the elections made by holders of shares of WildHorse's common stock regarding the form of merger consideration to be received in connection with Chesapeake's pending acquisition of WildHorse.
As announced on October 30, 2018, Chesapeake and WildHorse entered into a definitive merger agreement under which Chesapeake would acquire WildHorse. At the election of each WildHorse common stockholder, the consideration would consist of either 5.989 shares of Chesapeake common stock (the "share consideration") or a combination of 5.336 shares of Chesapeake common stock and $3.00 in cash (the "mixed consideration"), in exchange for each share of WildHorse common stock. The transaction is expected to close on or about February 1, 2019. The deadline for holders of shares of WildHorse's common stock to elect the form of consideration to be received in connection with the transaction was 5:00 p.m. Eastern Time, on January 30, 2019 (the "Election Deadline").
As of January 30, 2019, there were approximately 134,195,914 shares of WildHorse common stock outstanding, including the WildHorse preferred stock on an as-converted basis. Based on available information as of the Election Deadline, the preliminary merger consideration election results are as follows:
In connection with Chesapeake's pending acquisition of WildHorse, certain WildHorse stockholders including investment funds managed by NGP Energy Capital Management, LLC and an affiliate of Carlyle Group Management LLC, entered into voting and support agreements. The WildHorse stockholders who entered into voting and support agreements irrevocably elected to receive the mixed consideration with respect to their WildHorse common stock, including the WildHorse common stock into which WildHorse preferred stock is convertible.
After the final results of the election process are determined, the final merger consideration will be calculated in accordance with the terms of the merger agreement. No fractional shares of Chesapeake common stock will be issued in the merger, and WildHorse stockholders will receive cash in lieu of any fractional shares of Chesapeake common stock.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
WildHorse Resource Development Corporation is an independent oil and natural gas company focused on the acquisition, exploration, development and production of oil, natural gas and NGL properties primarily in the Eagle Ford Shale and Austin Chalk in East Texas.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within the meaning of federal securities law, including the expected transaction completion date. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the risk that regulatory approvals required for the proposed merger are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; uncertainties as to the timing of the transaction; competitive responses to the transaction; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; the ability of Chesapeake to complete the acquisition and integration of WildHorse successfully; litigation relating to the transaction; and other factors that may affect future results of WildHorse and Chesapeake.
Additional factors that could cause results to differ materially from those described above can be found in WildHorse's Annual Report on Form 10-K for the year ended December 31, 2017 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, each of which is on file with the SEC and available in the "Investor Relations" section of WildHorse's website, http://www.wildhorserd.com/, under the subsection "SEC Filings" and in other documents WildHorse files with the SEC, and in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, each of which is on file with the SEC and available in the "Investors" section of Chesapeake's website, https://www.chk.com/, under the heading "SEC Filings" and in other documents Chesapeake files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither WildHorse nor Chesapeake assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Important Additional Information
This communication relates to a proposed business combination transaction (the "Transaction") between WildHorse Resource Development Corporation ("WildHorse") and Chesapeake Energy Corporation ("Chesapeake"). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.
In connection with the Transaction, Chesapeake has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of Chesapeake and WildHorse and a prospectus of Chesapeake, as well as other relevant documents concerning the Transaction. The registration statement was declared effective by the SEC on December 21, 2018 and WildHorse and Chesapeake commenced mailing the definitive joint proxy statement/prospectus to WildHorse's stockholders and Chesapeake's shareholders, respectively, for their consideration on or about December 28, 2018. STOCKHOLDERS OF WILDHORSE AND SHAREHOLDERS OF CHESAPEAKE ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about WildHorse and Chesapeake, without charge, at the SEC's website (http://www.sec.gov). Copies of the documents filed with the SEC can be obtained, without charge, by directing a request to Investor Relations, WildHorse, P.O. Box 79588, Houston, Texas 77279, Tel. No. (713) 255-9327 or to Investor Relations, Chesapeake, 6100 North Western Avenue, Oklahoma City, Oklahoma, 73118, Tel. No. (405) 848-8000.
Participants in the Solicitation
WildHorse, Chesapeake and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction. Information regarding WildHorse's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 2, 2018, and certain of its Current Reports on Form 8-K. Information regarding Chesapeake's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 6, 2018, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.
CHK INVESTOR CONTACT: Brad Sylvester, CFA 405-935-8870 | CHK MEDIA CONTACT: Gordon Pennoyer 405-935-8878 | CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
WRD INVESTOR CONTACTS: | WILDHORSE RESOURCE DEVELOPMENT | |
Pearce Hammond, CFA 713-255-7094 | Vedran Vuk 713-255-6962 | 9805 Katy Freeway, Suite 400 Houston, TX 77024 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY and HOUSTON, Jan. 25, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) and WildHorse Resource Development Corporation (NYSE:WRD) jointly announced today that, in connection with Chesapeake's pending acquisition of WildHorse, the election deadline for record holders of shares of WildHorse's common stock to elect the form of merger consideration they wish to receive in connection with the transaction is 5:00 p.m. Eastern time on January 30, 2019, which is based on an anticipated transaction completion date of February 1, 2019.
Accordingly, an election will be valid only if a properly completed and signed election form, together with all required documents and materials set forth in the election form and the instructions thereto, is received by EQ Shareowner Services, the exchange agent for the transaction, by 5:00 p.m. Eastern time on January 30, 2019. Stockholders with questions should contact Innisfree M&A Incorporated, the proxy solicitor for the transaction, toll-free at (877) 825-8621 (banks and brokers please call collect at (212) 750-5833).
The election deadline does not impact the deadline for WildHorse common stockholders to vote on the merger agreement, which will be considered at the special meeting of WildHorse stockholders to be held on January 31, 2019 at 2:00 p.m. WildHorse stockholders are encouraged to vote their shares if they have not already done so.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
WildHorse Resource Development Corporation is an independent oil and natural gas company focused on the acquisition, exploration, development and production of oil, natural gas and NGL properties primarily in the Eagle Ford Shale and Austin Chalk in East Texas.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within the meaning of federal securities law, including the expected transaction completion date. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the risk that regulatory approvals required for the proposed merger are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; uncertainties as to the timing of the transaction; competitive responses to the transaction; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; the ability of Chesapeake to complete the acquisition and integration of WildHorse successfully; litigation relating to the transaction; and other factors that may affect future results of WildHorse and Chesapeake.
Additional factors that could cause results to differ materially from those described above can be found in WildHorse's Annual Report on Form 10-K for the year ended December 31, 2017 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, each of which is on file with the SEC and available in the "Investor Relations" section of WildHorse's website, http://www.wildhorserd.com/, under the subsection "SEC Filings" and in other documents WildHorse files with the SEC, and in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, each of which is on file with the SEC and available in the "Investors" section of Chesapeake's website, https://www.chk.com/, under the heading "SEC Filings" and in other documents Chesapeake files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither WildHorse nor Chesapeake assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Important Additional Information
This communication relates to a proposed business combination transaction (the "Transaction") between WildHorse Resource Development Corporation ("WildHorse") and Chesapeake Energy Corporation ("Chesapeake"). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.
In connection with the Transaction, Chesapeake has filed with the SEC a registration statement on Form S-4, as amended, that includes a joint proxy statement of Chesapeake and WildHorse and a prospectus of Chesapeake, as well as other relevant documents concerning the Transaction. The registration statement was declared effective by the SEC on December 21, 2018 and WildHorse and Chesapeake commenced mailing the definitive joint proxy statement/prospectus to WildHorse's stockholders and Chesapeake's shareholders, respectively, for their consideration on or about December 28, 2018. STOCKHOLDERS OF WILDHORSE AND SHAREHOLDERS OF CHESAPEAKE ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about WildHorse and Chesapeake, without charge, at the SEC's website (http://www.sec.gov). Copies of the documents filed with the SEC can be obtained, without charge, by directing a request to Investor Relations, WildHorse, P.O. Box 79588, Houston, Texas 77279, Tel. No. (713) 255-9327 or to Investor Relations, Chesapeake, 6100 North Western Avenue, Oklahoma City, Oklahoma, 73118, Tel. No. (405) 848-8000.
Participants in the Solicitation
WildHorse, Chesapeake and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction. Information regarding WildHorse's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 2, 2018, and certain of its Current Reports on Form 8-K. Information regarding Chesapeake's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 6, 2018, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.
CHK INVESTOR CONTACT: Brad Sylvester, CFA 405-935-8870 ir@chk.com | CHK MEDIA CONTACT: Gordon Pennoyer 405-935-8878 media@chk.com | CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
WRD INVESTOR CONTACTS: | WILDHORSE RESOURCE DEVELOPMENT | |
Pearce Hammond, CFA 713-255-7094 | Vedran Vuk 713-255-6962 | 9805 Katy Freeway, Suite 400 Houston, TX 77024 |
phammond@wildhorserd.com | vvuk@wildhorserd.com |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Jan. 18, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% | 5% | 5.75% | 5.75% (Series A) | |
NYSE Symbol | CHK Pr D | N/A | N/A | N/A |
Date of Original Issue | September 14, 2005 | November 8, 2005 | May 17, 2010 | May 17, 2010 |
Registered CUSIP | 165167842 | 165167826 | 165167768 | 165167750 |
144A CUSIP | N/A | 165167834 | 165167776 | 165167784 |
RegS CUSIP | N/A | N/A | U16450204 | U16450113 |
Clean (no legends) CUSIP | N/A | N/A | 165167768 | 165167750 |
Par Value per Share | $0.01 | $0.01 | $0.01 | $0.01 |
Shares Outstanding | 2,558,900 | 1,810,667 | 770,528 | 463,363 |
Liquidation Preference per Share | $100 | $100 | $1,000 | $1,000 |
Record Date | March 1, 2019 | February 1, 2019 | February 1, 2019 | February 1, 2019 |
Payment Date | March 15, 2019 | February 15, 2019 | February 15, 2019 | February 15, 2019 |
Amount per Share | $1.125 | $1.25 | $14.375 | $14.375 |
Chesapeake will release its 2018 fourth quarter and year-end operational and financial results before market open on Wednesday, February 27, 2019. A conference call to discuss the results has been scheduled for the same day at 9:00 am EST. The telephone number to access the conference call is 334-323-0522 or toll-free 877-260-1479. The passcode for the call is 1327759. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 1327759. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Jan. 9, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported selected financial and operational results for the 2018 fourth quarter. Highlights include:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "Chesapeake continues to advance our strategic priorities of improving margins, reducing debt and achieving sustainable cash flow neutrality. In 2018, asset divestitures generated more than $2 billion in net proceeds which facilitated the retirement of our term loan and senior secured second lien debt. Total debt was reduced by approximately $1.8 billion from year-end 2017. Importantly, the divested daily oil volumes associated with the Utica sale, which represented 10% of our third quarter oil production, were replaced in the last two months of the year through our legacy South Texas and emerging Powder River Basin oil engines.
"Looking forward to 2019, we are confident in our ability to drive further competitive performance through the quality of our investments and our capital and operating discipline. We have secured a strong hedge position for gas and oil which provides stability and certainty in our cash generating capability. We plan to reduce our 2019 capital expenditures by lowering our rig count by approximately 20 percent, expecting to average 14 rigs versus our current rig count of 18. Further, we expect our capital efficiency to improve in 2019 as total net capital per rig line is projected to decrease by 15 to 20 percent compared to 2018. The improvement in our capital efficiency, along with our focus on our high-margin oil investments, should result in higher operating cash flow and stronger margins in 2019 compared to 2018.
"We look forward to consummating the merger with WildHorse Resources and further strengthening our portfolio and competitiveness with another strong oil growth asset. We plan to provide detailed capital guidance for the combined company later in the 2019 first quarter, but at present we anticipate operating four rigs on the WildHorse acreage in 2019. We look forward to further building on our track record of performance in 2019 and are excited to continue demonstrating our leadership and differential competitiveness."
Operations Update
In the Powder River Basin (PRB), Chesapeake achieved a net production exit rate of approximately 38,500 boe per day (approximately 47 percent oil and 60 percent total liquids) in December. Volumes are expected to accelerate during 2019, resulting in annual net production from the basin to more than double compared to 2018. Chesapeake is operating five rigs in the PRB, all of which are currently drilling the Turner formation.
The Eagle Ford Shale in Texas continues to deliver the highest margins in the company, primarily driven by premium Gulf Coast crude oil pricing. Despite the lingering effects of regional flooding in the area, the combination of strong well performance, greater volumes transported via pipeline compared to trucking and new field technologies resulted in Eagle Ford net production averaging approximately 105,000 boe per day (approximately 58 percent oil) for the 2018 fourth quarter, which is better than previously expected. During the 2018 fourth quarter, the company continued its Austin Chalk and Upper Eagle Ford appraisal programs and anticipates updating these results at the end of the 2019 first quarter. The company is currently utilizing four rigs in the Eagle Ford.
In the Marcellus Shale in Pennsylvania, Chesapeake continues to create significant free cash flow due to higher realized in-basin gas prices. Two new Lower Marcellus records were set in northern Sullivan County during the 2018 fourth quarter, demonstrating that appropriate development spacing along with longer laterals and better steering within the target zone can deliver exceptional value. The JOEGUSWA 4HC well had a lateral length of 13,803 feet and set a 24-hour initial production record of 62.6 million cubic feet of gas (mmcf) per day with a 2,600 psi flowing pressure. This well performance surpassed the current 24-hour initial production record from the McGavin well of approximately 61.8 mmcf per day. The JOEGUSWA 5HC well with a lateral length of 9,808 feet set a 24-hour initial production record of 73.4 mmcf per day at a 3,000 psi flowing pressure. While both wells had fracture stimulations using approximately 1,600 pounds of sand per foot of lateral, both wells were also bounded by previously drilled wells that were approximately 1,300 feet away, pointing to the advantage and opportunity that Chesapeake's acreage position provides in its ability to properly space future drilling locations.
Balance Sheet and Hedge Position Update
As of December 31, 2018, Chesapeake's principal amount of debt outstanding was approximately $8.167 billion, compared to $9.981 billion as of December 31, 2017. Additionally, the company has approximately $2.5 billion of available liquidity under its senior secured revolving credit facility.
During the 2018 fourth quarter, the company was very active in hedging 2019 oil and gas volumes and at December 31, 2018, Chesapeake had downside protection on approximately 590 billion cubic feet (bcf) of its forecasted 2019 gas production at $2.85 per thousand cubic feet (mcf). Additionally, the company has downside protection on approximately 16 million barrels (mmbbls) of its forecasted 2019 oil production at $58.61 per barrel and oil basis protection on approximately 7 mmbbls of its forecasted 2019 Eagle Ford oil production at a premium to WTI of more than $6.00 per barrel.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns an oil and natural gas marketing business.
Forward-Looking Statements
This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed business combination transaction (the "Transaction") between WildHorse Resource Development Corporation ("WildHorse") and Chesapeake Energy Corporation ("Chesapeake"), WildHorse's and Chesapeake's plans, objectives, expectations and intentions, the expected timing of completion of the Transaction, capital expenditures, future operating results and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, anticipated timing of wells to be placed into production, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, the expected use of proceeds of anticipated asset sales, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the risk that regulatory approvals required for the Transaction are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transaction; uncertainties as to the timing of the Transaction; competitive responses to the Transaction; the possibility that the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; the ability of Chesapeake to complete the acquisition and integration of WildHorse successfully; litigation relating to the Transaction; and other factors that may affect future results of WildHorse and Chesapeake.
Additional factors that could cause results to differ materially from those described above can be found in WildHorse's Annual Report on Form 10-K for the year ended December 31, 2017 and in its subsequent Quarterly Reports on Form 10-Q, each of which is on file with the SEC and available in the "Investor Relations" section of WildHorse's website, http://www.wildhorserd.com/, under the subsection "SEC Filings" and in other documents WildHorse files with the SEC, and in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017 and in its subsequent Quarterly Reports on Form 10-Q, each of which is on file with the SEC and available in the "Investors" section of Chesapeake's website, https://www.chk.com/, under the heading "SEC Filings" and in other documents Chesapeake files with the SEC.
These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales and the Transaction may not be completed in the time frame anticipated or at all.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither WildHorse nor Chesapeake assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Important Additional Information
This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.
In connection with the Transaction, Chesapeake has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of Chesapeake and WildHorse and a prospectus of Chesapeake, as well as other relevant documents concerning the Transaction. The registration statement was declared effective by the SEC on December 21, 2018 and WildHorse and Chesapeake commenced mailing the definitive joint proxy statement/prospectus to WildHorse's stockholders and Chesapeake's shareholders, respectively, for their consideration on or about December 26, 2018. STOCKHOLDERS OF WILDHORSE AND SHAREHOLDERS OF CHESAPEAKE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about WildHorse and Chesapeake, without charge, at the SEC's website (http://www.sec.gov). Copies of the documents filed with the SEC can also be obtained, without charge, by directing a request to Investor Relations, WildHorse, P.O. Box 79588, Houston, Texas 77279, Tel. No. (713) 255-9327 or to Investor Relations, Chesapeake, 6100 North Western Avenue, Oklahoma City, Oklahoma, 73118, Tel. No. (405) 848-8000.
Participants in the Solicitation
WildHorse, Chesapeake and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction. Information regarding WildHorse's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 2, 2018, and certain of its Current Reports on Form 8-K. Information regarding Chesapeake's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 6, 2018, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.
INVESTOR CONTACT: | MEDIA CONTACT: |
Brad Sylvester, CFA | Gordon Pennoyer |
(405) 935-8870 | (405) 935-8878 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 28, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced that the Company is calling for redemption in full on January 28, 2019 (the "Redemption Date") all of its outstanding 2.25% Contingent Convertible Senior Notes due 2038 (the "Notes"), of which an aggregate principal amount of approximately $923,000 is outstanding. The Notes are called for redemption at a redemption price (the "Redemption Price"), in any integral multiple of $1,000, equal to 100% of the principal amount of the Notes to be redeemed, together with accrued but unpaid interest thereon, up to but not including the Redemption Date. The CUSIP number for the Notes is 165167CB1. The Redemption Price for each $1,000 principal amount of Notes is $1,000, together with accrued and unpaid interest of approximately $2.75 thereon payable with respect to each $1,000 principal amount of the Notes to the Redemption Date. Notes called for redemption may be converted at any time before the close of business on the business day immediately preceding the Redemption Date. Holders who want to convert their Notes must satisfy the requirements set forth in the Notes and the Indenture dated as of May 27, 2008, as amended and supplemented, with respect to the Notes (the "Indenture"). As of the date hereof, the conversion rate for the Notes is 12.4755. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Indenture.
On the Redemption Date, the Redemption Price will become due and payable upon each of the Notes and, unless the Company defaults in the payment of the Redemption Price or accrued interest, interest thereon will cease to accrue on and after the Redemption Date and the only remaining right of the holders is to receive payment of the Redemption Price upon surrender to the Paying Agent. The Notes called for redemption must be surrendered to the Paying Agent at the address specified below to collect the Redemption Price, together with accrued but unpaid interest thereon. Payment of the Redemption Price and surrender of the Notes for redemption will be made through the facilities of the Depository Trust Company. The name and address of the Paying Agent and Conversion Agent is as follows:
The Bank of New York Mellon Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, New York 13057
Attn: Redemption Unit
This press release does not constitute an offer to purchase or redeem, or a solicitation of an offer to sell, the Notes.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns an oil and natural gas marketing business.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 17, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today the expiration and final results of its previously announced offer to purchase its 2.25% Contingent Convertible Senior Notes due 2038 (the "Notes") at the option of the holders of the Notes pursuant to the terms of the Notes. The offer to purchase expired at 5:00 P.M., New York time, on December 12, 2018 and withdrawal rights with respect to tendered Notes expired at 5:00 p.m. New York time, on December 14, 2018. Holders of an aggregate of $7,809,000 principal amount of the Notes exercised the holders' right to surrender their Notes for repurchase, and an aggregate of $923,000 principal amount of the Notes remains outstanding. The repurchase price for any Notes that have been validly surrendered for purchase and not withdrawn will be paid promptly following the later of December 17, 2018 and the time of valid surrender of such Notes to the paying agent.
The holders' right to surrender their Notes for repurchase was made pursuant to the terms of a Company Notice dated October 31, 2018 (as amended, the "Company Notice"), which was attached as an exhibit to the Tender Offer Statement on Schedule TO filed by Chesapeake with the SEC on October 31, 2018. Holders of the Notes and other interested parties may obtain a free copy of these documents at the Securities and Exchange Commission's website, www.sec.gov, or from the trustee, which is The Bank of New York Mellon Trust Company, N.A.
The address for The Bank of New York Mellon is:
The Bank of New York Mellon Trust Company, N.A. 111 Sanders Creek Parkway
East Syracuse, NY 13057
Attention: Eric Herr
315-414-3362
This news release is for informational purposes only and does not constitute an offer to purchase, or solicitation of an offer to sell, any Notes. None of Chesapeake, its board of directors, or its employees makes any recommendation to any holder as to whether to exercise or refrain from exercising their right to surrender Notes for repurchase, and no one has been authorized by any of them to make such a recommendation.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns an oil and natural gas marketing business.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 | Gordon Pennoyer (405) 935-8878 | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the settlement of the repurchase. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017 and Chesapeake's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
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SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Oct. 31, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it is notifying holders of its 2.25% Contingent Convertible Senior Notes due 2038 (the "Notes") that they have the option, pursuant to the terms of the Notes, to require Chesapeake to purchase on December 15, 2018 (the "Repurchase Date") all or a portion of such holders' Notes (the "Repurchase Option"). The repurchase price is equal to 100% of the aggregate principal amount of the Note, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date (the "Repurchase Price"), provided that interest payable on December 15, 2018 will be paid to the holders in whose names the Notes are registered at the close of business on December 1, 2018, the record date prior to the Repurchase Date. The Repurchase Price for any Notes that have been validly surrendered for purchase and not withdrawn will be paid promptly following the later of December 17, 2018 and the time of valid surrender of such Notes to The Bank of New York Mellon, the paying agent. If all outstanding Notes are surrendered for repurchase, the aggregate cash repurchase price will be approximately $8,830,235. Chesapeake intends to fund the Repurchase Price using available cash.
The Repurchase Option commences today and expires at 5:00 p.m., New York time, on December 12, 2018. Holders may exercise the Repurchase Option by delivering a repurchase notice to The Bank of New York Mellon, the paying agent, before 5:00 p.m., New York time, on December 12, 2018. Holders may withdraw their election to exercise their Repurchase Option at any time prior to 5:00 p.m., New York time, on December 14, 2018, which is the business day immediately preceding the Repurchase Date. In order to exercise the Repurchase Option, or withdraw Notes previously surrendered, a holder must follow the additional procedures set forth in the notice that is being sent to all registered holders of the Notes.
The Notes are convertible upon the occurrence of certain conditions into cash and a number of shares of common stock of Chesapeake determined as specified in the Notes and related indenture. However, the Notes are not currently convertible because the conditions have not been satisfied.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
Chesapeake will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission later today. Chesapeake will make available to holders of the Notes, directly or through the Depository Trust Company, documents specifying the terms, conditions and procedures for surrendering and withdrawing Notes for repurchase (copies of which will be attached as exhibits to such Schedule TO). Note holders are encouraged to read these documents carefully before deciding whether to exercise their Repurchase Option. Holders of the Notes and other interested parties may obtain a free copy of these documents at the Securities and Exchange Commission's website, www.sec.gov, or from the trustee, which is The Bank of New York Mellon.
The address for The Bank of New York Mellon is:
The Bank of New York Mellon Trust Company, N.A.
2 N. LaSalle Street
Suite 1020
Chicago, IL 60602
Attention: Corporate Trust Administration
Fax: (312) 827-8542
This news release is for informational purposes only and does not constitute an offer to purchase, or solicitation of an offer to sell, any Notes. None of Chesapeake, its board of directors, or its employees makes any recommendation to any holder as to whether to exercise or refrain from exercising the Repurchase Option, and no one has been authorized by any of them to make such a recommendation.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns an oil and natural gas marketing business.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the repurchase and the aggregate repurchase price. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
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SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Oct. 19, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% | 5% | 5.75% | 5.75% (Series A) | |
NYSE Symbol | CHK Pr D | N/A | N/A | N/A |
Date of Original Issue | September 14, 2005 | November 8, 2005 | May 17, 2010 | May 17, 2010 |
Registered CUSIP | 165167842 | 165167826 | 165167768 | 165167750 |
144A CUSIP | N/A | 165167834 | 165167776 | 165167784 |
RegS CUSIP | N/A | N/A | U16450204 | U16450113 |
Clean (no legends) CUSIP | N/A | N/A | 165167768 | 165167750 |
Par Value per Share | $0.01 | $0.01 | $0.01 | $0.01 |
Shares Outstanding | 2,558,900 | 1,810,667 | 770,528 | 463,363 |
Liquidation Preference per Share | $100 | $100 | $1,000 | $1,000 |
Record Date | December 1, 2018 | November 1, 2018 | November 1, 2018 | November 1, 2018 |
Payment Date | December 15, 2018 | November 15, 2018 | November 15, 2018 | November 15, 2018 |
Amount per Share | $1.125 | $1.25 | $14.375 | $14.375 |
Chesapeake will release its 2018 third quarter operational and financial results before market open on Wednesday, October 31, 2018. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 334-323-0522 or toll-free 855-719-5012. The passcode for the call is 6144830. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 6144830. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns an oil and natural gas marketing business.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 26, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today announced that it has priced its underwritten public offering of $1.25 billion aggregate principal amount of senior notes, consisting of $850 million of 7.00% senior notes due 2024 (the "2024 Notes") issued at par and $400 million of 7.50% senior notes due 2026 (the "2026 Notes" and, together with the 2024 Notes, the "Notes") issued at par. The closing of the offering is expected to occur on September 27, 2018 and is subject to the satisfaction of customary closing conditions. Chesapeake intends to use the net proceeds from this offering, together with cash on hand and borrowings under its revolving credit facility, to repay borrowings under its secured term loan due 2021 (the "Term Loan").
This offering is being made only by means of a prospectus supplement and the accompanying base prospectus. Chesapeake has an effective shelf registration statement, filed on August 3, 2017, on file with the Securities and Exchange Commission. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and MUFG Securities Americas Inc. will act as joint book-running managers for the offering of the Notes. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by telephone: (866) 471-2526, by facsimile: (212) 902-9316 or by e-mail: Prospectus-ny@ny.email.gs.com; from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717 or by telephone: (866) 803-9204; from Wells Fargo Securities, LLC, Attn: WFS Customer Service, 608 2nd Ave S, Suite 1000, Minneapolis, MN 55402, by telephone: (800) 645-3751, Opt. 5 or by e-mail: wfscustomerservice@wellsfargo.com; or from MUFG Securities Americas Inc., by telephone: (877) 649-6848. An electronic copy of these documents will be available on the SEC's website at www.sec.gov.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns an oil and natural gas marketing business.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the use of proceeds and other matters relating to the notes offering. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017 and its other filings with the SEC), that could cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 25, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has commenced an underwritten public offering, subject to market and other conditions, of $1,250,000,000 aggregate principal amount of senior notes, consisting of a series of senior notes due 2024 (the "2024 Notes") and a series of senior notes due 2026 (the "2026 Notes" and, together with the 2024 Notes, the "Notes"). Chesapeake intends to use the net proceeds from this offering, together with cash on hand and borrowings under its revolving credit facility (if necessary), to repay borrowings under its secured term loan due 2021 (the "Term Loan"). If the net proceeds from the offering exceed the amount due under the Term Loan, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment, redemption or repurchase of outstanding indebtedness, including its second lien notes.
This offering is being made only by means of a prospectus supplement and the accompanying base prospectus. Chesapeake has an effective shelf registration statement, filed on August 3, 2017, on file with the Securities and Exchange Commission. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and MUFG Securities Americas Inc. will act as joint book-running managers for the offering of the Notes. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by telephone: (866) 471-2526, by facsimile: (212) 902-9316 or by e-mail: Prospectus-ny@ny.email.gs.com; from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717 or by telephone: (866) 803-9204; from Wells Fargo Securities, LLC, Attn: WFS Customer Service, 608 2nd Ave S, Suite 1000, Minneapolis, MN 55402, by telephone: (800) 645-3751, Opt. 5 or by e-mail: wfscustomerservice@wellsfargo.com; or from MUFG Securities Americas Inc., by telephone: (877) 649-6848. An electronic copy of these documents will be available on the SEC's website at www.sec.gov.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns an oil and natural gas marketing business.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the use of proceeds and other matters relating to the proposed notes offering. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017 and its other filings with the SEC), that could cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: | MEDIA CONTACT: | CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com | Gordon Pennoyer (405) 935-8878 media@chk.com | 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 20, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today announced the appointment of Mark A. Edmunds to the Board of Directors, effective August 17, 2018. Edmunds will serve as a member of the Audit Committee and the Compensation Committee and will stand for re-election at the 2019 annual meeting of shareholders.
Chesapeake Chairman R. Brad Martin commented, "We are very pleased to welcome Mark to the Board of Directors. With 37 years of experience with Deloitte LLP, and as the recent global leader of a major energy client and Asia-Pacific energy practice leader, Mark brings international financial, audit and tax expertise that will complement our deep, experienced Board. In addition to his extensive E&P industry experience, his commitment to safety and operational excellence aligns directly with Chesapeake's culture and values."
Edmunds is currently a Senior Partner and Vice Chairman at Deloitte and has served on its Board of Directors, including its Global and Elected Leader Succession Committees. He previously led the Americas Oil and Gas practice. Edmunds joined Deloitte in 1981 and is a graduate of the University of Texas at Austin with a bachelor's degree in accounting.
Edmunds commented, "I am honored to join Chesapeake at such an exciting time in its history, and I admire the significant progress the company has made during its transformation. I look forward to working with the Board and management team to continue the positive momentum and help Chesapeake reach its full potential."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8870 |
(405) 935-8878 |
P.O. Box 18496 |
ir@chk.com |
media@chk.com |
Oklahoma City, OK 73154 |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 1, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2018 second quarter. Highlights include:
Doug Lawler, Chesapeake's President and Chief Executive Officer, commented, "Chesapeake continues to make significant progress in achieving our strategic priorities of reducing leverage, increasing margins and reaching cash flow neutrality. Last week's announcement to sell our Utica position will allow us to retire nearly $2 billion of outstanding debt, while the recent significant ramp in our Powder River Basin volumes position us to replace the divested Utica EBITDA within a year. For the third consecutive quarter, we have recorded impressive cash flow driven by better-than-expected oil production. We expect to see continued meaningful improvements in growing our cash flow as our total oil production, adjusted for asset sales, moves higher throughout the rest of 2018 and into 2019. Lower total debt, improving margins and greater capital efficiency are positioning Chesapeake for significant equity value creation moving forward."
2018 Second Quarter Results
For the 2018 second quarter, Chesapeake reported a net loss of $16 million and a net loss available to common stockholders of $40 million, or $0.04 per diluted share. The company's EBITDA for the 2018 second quarter was $382 million. Adjusting for items that are typically excluded by securities analysts, the 2018 second quarter adjusted net income attributable to Chesapeake was $139 million, or $0.15 per diluted share, while the company's adjusted EBITDA was $536 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 14 - 18 of this release.
Production expenses during the 2018 second quarter were $2.86 per boe, compared to $2.92 per boe in the 2017 second quarter, primarily as a result of certain 2018 and 2017 divestitures, partially offset by increased saltwater disposal costs. General and administrative expenses (including stock-based compensation) during the 2018 second quarter were $1.89 per boe, compared to $1.45 per boe in the 2017 second quarter. The increase was primarily driven by stock-based compensation awards. The company's gathering, processing, and transportation expenses decreased by 5 percent year over year to $7.04 per boe from $7.44 per boe during the 2017 second quarter primarily as a result of certain 2018 and 2017 divestitures, reduced fees due to restructured midstream contracts and lower volume commitments.
Capital Spending Overview
Chesapeake's total capital expenditures (including accruals) were approximately $595 million during the 2018 second quarter, including capitalized interest of $43 million, compared to approximately $667 million in the 2017 second quarter. A summary is provided in the table below.
Three Months Ended | ||||||||
2018 |
2017 | |||||||
Operated activity comparison |
||||||||
Average rig count |
17 |
19 | ||||||
Gross wells spud |
79 |
102 | ||||||
Gross wells completed |
85 |
107 | ||||||
Gross wells connected |
96 |
94 | ||||||
Type of cost ($ in millions) |
||||||||
Drilling and completion capital expenditures |
$ |
529 |
$ |
596 | ||||
Exploration costs, leasehold and additions to other PP&E |
23 |
24 | ||||||
Subtotal capital expenditures |
$ |
552 |
$ |
620 | ||||
Capitalized interest |
43 |
47 | ||||||
Total capital expenditures |
$ |
595 |
$ |
667 |
Balance Sheet and Liquidity
As of June 30, 2018, Chesapeake's principal amount of debt outstanding was approximately $9.706 billion, compared to $9.981 billion as of December 31, 2017. The company had $506 million of outstanding borrowings and had used $183 million for various letters of credit under its senior secured revolving credit facility resulting in approximately $3.1 billion of available liquidity under the facility as of June 30, 2018. The company's borrowing capacity on its revolving credit facility was re-affirmed in June 2018 at approximately $3.8 billion.
Operations Update
Chesapeake's average daily production for the 2018 second quarter was approximately 530,000 boe compared to approximately 528,000 boe in the 2017 second quarter. The following tables show average daily production and average daily sales prices received by the company's operating divisions for the 2018 and 2017 second quarters, respectively.
Three Months Ended June 30, 2018 | |||||||||||||||||||||||||||
Oil |
Natural Gas |
NGL |
Total | ||||||||||||||||||||||||
mbbl per day |
$/bbl |
mmcf per day |
$/mcf |
mbbl per day |
$/bbl |
mboe per day |
% |
$/boe | |||||||||||||||||||
Marcellus |
— |
— |
805 |
2.31 |
— |
— |
134 |
25 |
13.83 |
||||||||||||||||||
Haynesville |
— |
— |
830 |
2.63 |
— |
— |
139 |
26 |
15.84 |
||||||||||||||||||
Eagle Ford |
61 |
70.51 |
143 |
3.22 |
19 |
26.56 |
103 |
20 |
50.70 |
||||||||||||||||||
Utica |
11 |
63.50 |
408 |
2.76 |
27 |
25.11 |
106 |
20 |
23.53 |
||||||||||||||||||
Mid-Continent |
10 |
66.45 |
70 |
2.37 |
5 |
24.49 |
27 |
5 |
35.82 |
||||||||||||||||||
Powder River Basin |
8 |
67.37 |
57 |
2.18 |
4 |
27.12 |
22 |
4 |
36.82 |
||||||||||||||||||
Retained assets(a) |
90 |
68.91 |
2,313 |
2.56 |
55 |
25.68 |
531 |
100 |
25.54 |
||||||||||||||||||
Divested assets |
— |
— |
(2) |
2.51 |
— |
— |
(1) |
— |
(8.48) |
||||||||||||||||||
Total |
90 |
68.92 |
2,311 |
2.56 |
55 |
25.74 |
530 |
100 |
% |
25.56 |
|||||||||||||||||
Three Months Ended June 30, 2017 | |||||||||||||||||||||||||||
Oil |
Natural Gas |
NGL |
Total | ||||||||||||||||||||||||
mbbl per day |
$/bbl |
mmcf per day |
$/mcf |
mbbl per day |
$/bbl |
mboe per day |
% |
$/boe | |||||||||||||||||||
Marcellus |
— |
— |
805 |
2.56 |
— |
— |
134 |
25 |
15.33 |
||||||||||||||||||
Haynesville |
— |
— |
722 |
2.97 |
— |
— |
121 |
23 |
17.86 |
||||||||||||||||||
Eagle Ford |
58 |
48.28 |
149 |
3.44 |
18 |
19.40 |
100 |
19 |
36.27 |
||||||||||||||||||
Utica |
8 |
42.47 |
373 |
3.21 |
26 |
16.96 |
97 |
18 |
20.62 |
||||||||||||||||||
Mid-Continent |
8 |
46.39 |
71 |
3.01 |
5 |
18.48 |
25 |
5 |
27.19 |
||||||||||||||||||
Powder River Basin |
7 |
47.91 |
38 |
2.99 |
3 |
21.74 |
16 |
3 |
31.31 |
||||||||||||||||||
Retained assets(a) |
81 |
47.46 |
2,158 |
2.89 |
52 |
18.21 |
493 |
93 |
22.37 |
||||||||||||||||||
Divested assets |
7 |
47.98 |
136 |
2.75 |
5 |
20.09 |
35 |
7 |
23.84 |
||||||||||||||||||
Total |
88 |
47.51 |
2,294 |
2.88 |
57 |
18.37 |
528 |
100 |
% |
22.46 |
(a) Includes assets retained as of June 30, 2018. |
Chesapeake continues to benefit from the depth and breadth of its portfolio, which offers stacked pay potential across a diverse set of assets. The company remains focused on optimizing these resources through enhanced completions, longer laterals and spacing optimization and continues to drive costs lower to enhance its cash flow.
The Powder River Basin (PRB) in Wyoming is quickly establishing itself as the growth engine of the company, as recently demonstrated by a 78 percent increase in net production compared to the average 2017 fourth quarter rate. On July 22, 2018, total net production hit a new record of approximately 32,000 net boe per day (42% oil, 41% natural gas and 17% natural gas liquids), compared to an average 2017 fourth quarter rate of 18,000 boe per day. Chesapeake now projects net production from the area will reach approximately 38,000 boe per day by year-end 2018, and expects total net annual production from the PRB to more than double in 2019 compared to 2018.
In late-June and July 2018, Chesapeake placed a total of five Turner wells on production with initial daily rates ranging from approximately 1,500 boe per day to 3,200 boe per day, with oil production representing approximately 65 percent. These wells are still in flow back and cleaning up and the company expects higher rates from several over the next 30 days. The Turner program continues to deliver impressive results across a broad area, with wells now producing across an area over 20 miles wide in the field.
In April 2018, six Turner wells were placed on production and spaced at approximately 1,980 to 2,300 feet apart to test well performance with reduced spacing. As the wells continue to clean up, all six wells are currently performing as well as or better than previously unbounded wells, or wells spaced approximately 2,640 feet apart. With days on production ranging from 85 to 100, all six wells have reached daily gross production rates of approximately 1,600 boe per day to 2,600 boe per day, with oil production ranging from 35 percent to 45 percent.
In July 2018, Chesapeake moved to five rigs in the PRB, all of which are primarily focused on the Turner formation. The company placed nine wells on production during the 2018 second quarter, and expects to place 14 wells on production during the 2018 third quarter and 14 wells on production during the 2018 fourth quarter. In addition, the company is exploring the potential of adding a sixth rig in 2019 and remains encouraged about the future growth potential offered by additional formations such as the Teapot, Parkman, Niobrara, Sussex and Mowry, among others.
To support anticipated rig activity, Chesapeake recently reached an agreement with Williams Partners, L.P. and Crestwood Equity Partners, L.P. for an expansion of their existing gas gathering system and processing facility at the existing competitive fee-rate structure. The company is also in active discussions with several midstream and downstream providers on awarding its crude and water gathering business in the basin.
The Eagle Ford Shale in South Texas remains Chesapeake's EBITDA-generating backbone, consistently delivering high-margin oil volumes and stable production. The company continues to drive costs out of its operations and is currently utilizing four rigs in the Eagle Ford. The company placed 48 wells on production during the 2018 second quarter, and expects to place 38 wells on production during the 2018 third quarter and 47 wells on production during the 2018 fourth quarter.
Similar to the PRB, Chesapeake continues to appraise liquid-rich opportunities across its expansive acreage position in its Mid-Continent operating area in Oklahoma and is deploying advanced completions and longer laterals to test new concepts. In the meantime, Oswego volumes continue to climb with average 30-day production rates of 1,015 boe per day and over 80 percent oil cuts. Chesapeake is currently utilizing two rigs in the Mid-Continent. The company placed eight wells on production during the 2018 second quarter, and expects to place 12 wells on production during the 2018 third quarter and nine wells on production during the 2018 fourth quarter.
The Haynesville Shale in Louisiana continues to deliver consistent production volumes, and with approximately 75 percent of the development locations remaining undeveloped, offers significant potential for future growth. To date, the advances provided by enhanced completions and longer laterals, including the first 15,000-foot lateral ever drilled in the basin, have allowed the company to grow 2018 second quarter production by approximately 15% year over year while utilizing the same number of rigs. Additionally, with ample takeaway capacity, Chesapeake is well positioned to access Henry Hub pricing and other premium markets. Chesapeake moved an additional rig into the Haynesville in July and is currently utilizing four rigs. The company placed 12 wells on production during the 2018 second quarter, and expects to place six wells on production during the 2018 third quarter and nine wells on production during the 2018 fourth quarter.
Chesapeake's premium Marcellus Shale position in Pennsylvania continues to be a significant cash flow generator for the company. The company's enhanced completions and longer laterals continue to create additional value across the company's Lower Marcellus and Upper Marcellus formations, and the company plans to test the deeper Utica formation found under its acreage position in 2019. In July 2018, Chesapeake successfully drilled its longest lateral to date in the Lower Marcellus Shale at approximately 13,380 feet, only to be surpassed by an even longer planned lateral of approximately 14,500 feet currently being drilled. Both wells are expected to be placed on production before year-end 2018. Chesapeake is currently utilizing three rigs in the Marcellus. The company placed 10 wells on production during the 2018 second quarter, and expects to place 14 wells on production during the 2018 third quarter and 18 wells on production during the 2018 fourth quarter.
Chesapeake recently announced that it has entered into an agreement to sell its interests in the Utica Shale operating area located in Ohio for approximately $2.0 billion, plus the right to receive an additional $100 million in consideration based on future natural gas prices, to Encino Acquisition Partners, a private oil and gas company headquartered in Houston, Texas. The transaction, which is subject to certain customary closing conditions, including the receipt of third-party consents, is expected to close in the 2018 fourth quarter. Chesapeake is currently utilizing no rigs and placed seven wells on production during the 2018 second quarter. The company expects to move two rigs back into the Utica in the near term, in accordance with the recent purchase and sale agreement signed last week regarding the asset, and expects to place 14 wells on production during the 2018 third quarter.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2018 second quarter as compared to results in prior periods.
Three Months Ended | ||||||
2018 |
2017 | |||||
Barrels of oil equivalent production (in mboe) |
48,263 |
48,014 |
||||
Barrels of oil equivalent production (mboe/d) |
530 |
528 |
||||
Oil production (in mbbl/d) |
90 |
88 |
||||
Average realized oil price ($/bbl)(a) |
57.16 |
51.65 |
||||
Natural gas production (in mmcf/d) |
2,311 |
2,294 |
||||
Average realized natural gas price ($/mcf)(a) |
2.64 |
2.71 |
||||
NGL production (in mbbl/d) |
55 |
57 |
||||
Average realized NGL price ($/bbl)(a) |
24.97 |
18.51 |
||||
Production expenses ($/boe) |
2.86 |
2.92 |
||||
Gathering, processing and transportation expenses ($/boe) |
7.04 |
7.44 |
||||
Oil - ($/bbl) |
3.22 |
3.70 |
||||
Natural Gas - ($/mcf) |
1.29 |
1.37 |
||||
NGL - ($/bbl) |
8.46 |
7.87 |
||||
Production taxes ($/boe) |
0.55 |
0.42 |
||||
General and administrative expenses ($/boe)(b) |
1.71 |
1.20 |
||||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) |
0.18 |
0.25 |
||||
DD&A of oil and natural gas properties ($/boe) |
5.61 |
4.21 |
||||
DD&A of other assets ($/boe) |
0.38 |
0.43 |
||||
Interest expense ($/boe) |
2.43 |
1.92 |
||||
Marketing gross margin ($ in millions) |
(19) |
(25) |
||||
Net cash provided by (used in) operating activities ($ in millions) |
435 |
(157) |
||||
Net cash provided by (used in) operating activities ($/boe) |
9.03 |
(3.27) |
||||
Operating cash flow ($ in millions)(c) |
445 |
303 |
||||
Operating cash flow ($/boe) |
9.23 |
6.31 |
||||
Net income (loss) ($ in millions) |
(16) |
495 |
||||
Net income (loss) available to common stockholders ($ in millions) |
(40) |
470 |
||||
Net income (loss) per share available to common stockholders – diluted ($) |
(0.04) |
0.47 |
||||
Adjusted EBITDA ($ in millions)(d) |
536 |
461 |
||||
Adjusted EBITDA ($/boe) |
11.12 |
9.60 |
||||
Adjusted net income attributable to Chesapeake ($ in millions)(e) |
139 |
205 |
||||
Adjusted net income attributable to Chesapeake |
0.15 |
0.18 |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) |
Defined as cash flow provided by operating activities before changes in components of working capital and other assets and liabilities. This is a non-GAAP measure. See reconciliation of cash provided by (used in) operating activities to operating cash flow on page 16. |
(d) |
Defined as net income (loss) before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 18. This is a non-GAAP measure. See reconciliation of net income (loss) to EBITDA on page 16 and reconciliation of EBITDA to adjusted EBITDA on page 18. |
(e) |
Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on page 14. This is a non-GAAP measure. See reconciliation of net income to adjusted net income (loss) available to Chesapeake on page 14. |
(f) |
Our presentation of diluted adjusted net income (loss) attributable to Chesapeake per share excludes 207 million and 1 million shares for the three months ended June 30, 2018 and 2017, respectively, considered antidilutive when calculating diluted earnings per share. |
2018 Second Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Wednesday, August 1, 2018 at 9:00 am EDT. The telephone number to access the conference call is 323-994-2093 or toll-free 888-254-3590. The passcode for the call is 9446629. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 9446629. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, anticipated timing of wells to be placed into production, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, the expected use of proceeds of anticipated asset sales, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
2018 |
2017 |
2018 |
2017 | |||||||||||||
REVENUES: |
||||||||||||||||
Oil, natural gas and NGL(a) |
$ |
982 |
$ |
1,279 |
$ |
2,225 |
$ |
2,748 |
||||||||
Marketing |
1,273 |
1,002 |
2,519 |
2,286 |
||||||||||||
Total Revenues |
2,255 |
2,281 |
4,744 |
5,034 |
||||||||||||
OPERATING EXPENSES: |
||||||||||||||||
Oil, natural gas and NGL production |
138 |
140 |
285 |
275 |
||||||||||||
Oil, natural gas and NGL gathering, processing and transportation |
340 |
357 |
696 |
712 |
||||||||||||
Production taxes |
26 |
21 |
57 |
43 |
||||||||||||
Marketing |
1,292 |
1,027 |
2,560 |
2,355 |
||||||||||||
General and administrative |
91 |
70 |
163 |
135 |
||||||||||||
Restructuring and other termination costs |
— |
— |
38 |
— |
||||||||||||
Provision for legal contingencies, net |
4 |
17 |
9 |
15 |
||||||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
271 |
202 |
539 |
399 |
||||||||||||
Depreciation and amortization of other assets |
19 |
21 |
37 |
42 |
||||||||||||
Impairments |
46 |
— |
46 |
— |
||||||||||||
Other operating (income) expense |
(1) |
26 |
(1) |
417 |
||||||||||||
Net (gains) losses on sales of fixed assets |
(1) |
1 |
7 |
1 |
||||||||||||
Total Operating Expenses |
2,225 |
1,882 |
4,436 |
4,394 |
||||||||||||
INCOME FROM OPERATIONS |
30 |
399 |
308 |
640 |
||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||
Interest expense |
(117) |
(93) |
(240) |
(188) |
||||||||||||
Gains on investments |
— |
— |
139 |
— |
||||||||||||
Gains on purchases or exchanges of debt |
— |
191 |
— |
184 |
||||||||||||
Other income (expense) |
62 |
(1) |
62 |
2 |
||||||||||||
Total Other Income (Expense) |
(55) |
97 |
(39) |
(2) |
||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
(25) |
496 |
269 |
638 |
||||||||||||
Income tax expense (benefit) |
(9) |
1 |
(9) |
2 |
||||||||||||
NET INCOME (LOSS) |
(16) |
495 |
278 |
636 |
||||||||||||
Net income attributable to noncontrolling interests |
(1) |
(1) |
(2) |
(2) |
||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE |
(17) |
494 |
276 |
634 |
||||||||||||
Preferred stock dividends |
(23) |
(16) |
(46) |
(39) |
||||||||||||
Loss on exchange of preferred stock |
— |
— |
— |
(41) |
||||||||||||
Earnings allocated to participating securities |
— |
(8) |
(2) |
(7) |
||||||||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(40) |
$ |
470 |
$ |
228 |
$ |
547 |
||||||||
EARNINGS (LOSS) PER COMMON SHARE: |
||||||||||||||||
Basic |
$ |
(0.04) |
$ |
0.52 |
$ |
0.25 |
$ |
0.60 |
||||||||
Diluted |
$ |
(0.04) |
$ |
0.47 |
$ |
0.25 |
$ |
0.59 |
||||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||||||||||
Basic |
909 |
908 |
908 |
907 |
||||||||||||
Diluted |
909 |
1,114 |
908 |
1,053 |
(a) See page 11 for a reconciliation of oil, natural gas and NGL revenue before and after the effect of financial derivatives. |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | ||||||||
June 30, 2018 |
December 31, | |||||||
Cash and cash equivalents |
$ |
3 |
$ |
5 |
||||
Other current assets |
1,237 |
1,520 |
||||||
Total Current Assets |
1,240 |
1,525 |
||||||
Property and equipment, net |
10,850 |
10,680 |
||||||
Other long-term assets |
251 |
220 |
||||||
Total Assets |
$ |
12,341 |
$ |
12,425 |
||||
Current liabilities |
$ |
2,873 |
$ |
2,356 |
||||
Long-term debt, net |
9,238 |
9,921 |
||||||
Other long-term liabilities |
347 |
520 |
||||||
Total Liabilities |
12,458 |
12,797 |
||||||
Preferred stock |
1,671 |
1,671 |
||||||
Noncontrolling interests |
123 |
124 |
||||||
Common stock and other stockholders' equity (deficit) |
(1,911) |
(2,167) |
||||||
Total Equity (Deficit) |
(117) |
(372) |
||||||
Total Liabilities and Equity |
$ |
12,341 |
$ |
12,425 |
||||
Common shares outstanding (in millions) |
913 |
909 |
||||||
Principal amount of debt outstanding |
$ |
9,706 |
$ |
9,981 |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE (unaudited) | |||||||||||||||
Three Months Ended |
Six Months Ended | ||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||
Net Production: |
|||||||||||||||
Oil (mmbbl) |
8 |
8 |
16 |
16 |
|||||||||||
Natural gas (bcf) |
210 |
209 |
432 |
420 |
|||||||||||
NGL (mmbbl) |
5 |
5 |
10 |
10 |
|||||||||||
Oil equivalent (mmboe) |
48 |
48 |
98 |
96 |
|||||||||||
Average daily production (mboe) |
530 |
528 |
542 |
528 |
|||||||||||
Oil, Natural Gas and NGL Sales ($ in millions): |
|||||||||||||||
Oil sales |
$ |
567 |
$ |
383 |
$ |
1,104 |
$ |
761 |
|||||||
Natural gas sales |
538 |
601 |
1,244 |
1,254 |
|||||||||||
NGL sales |
128 |
95 |
245 |
211 |
|||||||||||
Total oil, natural gas and NGL sales |
$ |
1,233 |
$ |
1,079 |
$ |
2,593 |
$ |
2,226 |
|||||||
Financial Derivatives: |
|||||||||||||||
Oil derivatives – realized gains (losses)(a) |
(97) |
33 |
$ |
(161) |
44 |
||||||||||
Natural gas derivatives – realized gains (losses)(a) |
17 |
(36) |
84 |
(52) |
|||||||||||
NGL derivatives – realized gains (losses)(a) |
(3) |
1 |
(4) |
2 |
|||||||||||
Total realized gains (losses) on financial derivatives |
$ |
(83) |
$ |
(2) |
$ |
(81) |
$ |
(6) |
|||||||
Oil derivatives – unrealized gains (losses)(a) |
(105) |
47 |
(127) |
141 |
|||||||||||
Natural gas derivatives – unrealized gains (losses)(a) |
(52) |
156 |
(151) |
387 |
|||||||||||
NGL derivatives – unrealized gains (losses)(a) |
(11) |
(1) |
(9) |
— |
|||||||||||
Total unrealized gains (losses) on financial derivatives |
$ |
(168) |
$ |
202 |
$ |
(287) |
$ |
528 |
|||||||
Total financial derivatives |
$ |
(251) |
$ |
200 |
$ |
(368) |
$ |
522 |
|||||||
Total oil, natural gas and NGL sales |
$ |
982 |
$ |
1,279 |
$ |
2,225 |
$ |
2,748 |
|||||||
Average Sales Price (excluding gains (losses) on derivatives): |
|||||||||||||||
Oil ($ per bbl) |
$ |
68.92 |
$ |
47.51 |
$ |
66.76 |
$ |
48.83 |
|||||||
Natural gas ($ per mcf) |
$ |
2.56 |
$ |
2.88 |
$ |
2.88 |
$ |
2.99 |
|||||||
NGL ($ per bbl) |
$ |
25.74 |
$ |
18.36 |
$ |
25.60 |
$ |
20.99 |
|||||||
Oil equivalent ($ per boe) |
$ |
25.56 |
$ |
22.46 |
$ |
26.43 |
$ |
23.29 |
|||||||
Average Sales Price (excluding unrealized gains (losses) on derivatives): |
|||||||||||||||
Oil ($ per bbl) |
$ |
57.16 |
$ |
51.65 |
$ |
57.03 |
$ |
51.68 |
|||||||
Natural gas ($ per mcf) |
$ |
2.64 |
$ |
2.71 |
$ |
3.07 |
$ |
2.87 |
|||||||
NGL ($ per bbl) |
$ |
24.97 |
$ |
18.51 |
$ |
25.16 |
$ |
21.19 |
|||||||
Oil equivalent ($ per boe) |
$ |
23.82 |
$ |
22.42 |
$ |
25.60 |
$ |
23.23 |
|||||||
Interest Expense ($ in millions): |
|||||||||||||||
Interest expense(b) |
$ |
117 |
$ |
93 |
$ |
240 |
$ |
187 |
|||||||
Interest rate derivatives – realized gains(c) |
— |
(1) |
(1) |
(2) |
|||||||||||
Interest rate derivatives – unrealized losses(c) |
— |
1 |
1 |
3 |
|||||||||||
Total Interest Expense |
$ |
117 |
$ |
93 |
$ |
240 |
$ |
188 |
(a) |
Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include interest rate derivative settlements related to current period interest and the effect of (gains) losses on early-terminated trades. Settlements of early-terminated trades are reflected in realized (gains) losses over the original life of the hedged item. Unrealized (gains) losses include amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended |
Six Months Ended | ||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||
Beginning cash and cash equivalents |
$ |
4 |
$ |
249 |
$ |
5 |
$ |
882 |
|||||||
Net cash provided by (used in) operating activities |
435 |
(157) |
1,091 |
(58) |
|||||||||||
Cash flows from investing activities: |
|||||||||||||||
Drilling and completion costs(a) |
(537) |
(598) |
(979) |
(1,031) |
|||||||||||
Acquisitions of proved and unproved properties(b) |
(128) |
(67) |
(191) |
(162) |
|||||||||||
Proceeds from divestitures of proved and unproved properties |
65 |
59 |
384 |
951 |
|||||||||||
Additions to other property and equipment |
(2) |
(4) |
(5) |
(7) |
|||||||||||
Proceeds from sales of other property and equipment |
6 |
7 |
74 |
26 |
|||||||||||
Proceeds from sales of investments |
— |
— |
74 |
— |
|||||||||||
Net cash used in investing activities |
(596) |
(603) |
(643) |
(223) |
|||||||||||
Net cash provided by (used in) financing activities |
160 |
524 |
(450) |
(588) |
|||||||||||
Change in cash and cash equivalents |
(1) |
(236) |
(2) |
(869) |
|||||||||||
Ending cash and cash equivalents |
$ |
3 |
$ |
13 |
$ |
3 |
$ |
13 |
(a) |
Includes capitalized interest of $2 million and $3 million for the three months ended June 30, 2018 and 2017, respectively, and includes capitalized interest of $5 million and $5 million for the six months ended June 30, 2018 and 2017, respectively. |
(b) |
Includes capitalized interest of $41 million and $44 million for the three months ended June 30, 2018 and 2017, respectively, and includes capitalized interest of $81 million and $93 million for the six months ended June 30, 2018 and 2017, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended June 30, | ||||||||||||||||
2018 |
2017 | |||||||||||||||
$ |
$/Share(a)(b) |
$ |
$/Share(a)(b) | |||||||||||||
Net income (loss) available to common stockholders (GAAP) |
$ |
(40) |
$ |
(0.04) |
$ |
470 |
$ |
0.52 |
||||||||
Effect of dilutive securities |
— |
59 |
||||||||||||||
Diluted earnings (losses) per common stockholder (GAAP) |
$ |
(40) |
$ |
(0.04) |
$ |
529 |
$ |
0.47 |
||||||||
Adjustments: |
||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives |
168 |
0.18 |
(202) |
(0.18) |
||||||||||||
Provision for legal contingencies, net |
4 |
— |
17 |
0.02 |
||||||||||||
Other operating expense (income) |
(1) |
— |
26 |
0.02 |
||||||||||||
Impairments |
46 |
0.05 |
— |
— |
||||||||||||
Net (gains) losses on sales of fixed assets |
(1) |
— |
1 |
— |
||||||||||||
Gains on purchases or exchanges of debt |
— |
— |
(191) |
(0.17) |
||||||||||||
Income tax expense (benefit)(c) |
— |
— |
— |
— |
||||||||||||
Other(d) |
(60) |
(0.07) |
1 |
— |
||||||||||||
Adjusted net income available to common stockholders(a) (Non-GAAP) |
116 |
0.12 |
181 |
0.16 |
||||||||||||
Preferred stock dividends |
23 |
0.03 |
16 |
0.01 |
||||||||||||
Earnings allocated to participating securities |
— |
— |
8 |
0.01 |
||||||||||||
Total adjusted net income attributable to Chesapeake(a) (b) (Non-GAAP) |
$ |
139 |
$ |
0.15 |
$ |
205 |
$ |
0.18 |
(a) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may vary among companies, our calculation of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | ||
(b) |
Our presentation of diluted net income (loss) available to common stockholders and diluted adjusted net income (loss) per share excludes 207 million and 1 million shares considered antidilutive for the three months ended June 30, 2018 and 2017, respectively. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. | |
(c) |
Our effective tax rate in the three months ended June 30, 2018 was 0%. Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income for the three months ended June 30, 2017. | |
(d) |
Other for the three months ended June 30, 2018 includes a $61 million gain related to an extinguishment of the CHK Utica overriding royalty interest conveyance obligation. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Six Months Ended June 30, | ||||||||||||||||
2018 |
2017 | |||||||||||||||
$ |
$/Share(a)(b) |
$ |
$/Share(a)(b) | |||||||||||||
Net income available to common stockholders (GAAP) |
$ |
228 |
$ |
0.25 |
$ |
547 |
$ |
0.60 |
||||||||
Effect of dilutive securities |
— |
72 |
||||||||||||||
Diluted earnings per common stockholder (GAAP) |
$ |
228 |
$ |
0.25 |
$ |
619 |
$ |
0.59 |
||||||||
Adjustments: |
||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives |
287 |
0.32 |
(528) |
(0.51) |
||||||||||||
Restructuring and other termination costs |
38 |
0.04 |
— |
— |
||||||||||||
Provision for legal contingencies, net |
9 |
0.01 |
15 |
0.01 |
||||||||||||
Other operating expense (income) |
(1) |
— |
417 |
0.40 |
||||||||||||
Impairments |
46 |
0.05 |
— |
— |
||||||||||||
Net losses on sales of fixed assets |
7 |
0.01 |
1 |
— |
||||||||||||
Gains on investments |
(139) |
(0.15) |
— |
— |
||||||||||||
Gains on purchases or exchanges of debt |
— |
— |
(184) |
(0.17) |
||||||||||||
Loss on exchange of preferred stock |
— |
— |
41 |
0.04 |
||||||||||||
Income tax expense (benefit)(c) |
— |
— |
— |
— |
||||||||||||
Other (d) |
(59) |
(0.07) |
3 |
— |
||||||||||||
Adjusted net income available to common stockholders(a) (Non-GAAP) |
416 |
0.46 |
384 |
0.36 |
||||||||||||
Preferred stock dividends |
46 |
0.05 |
39 |
0.04 |
||||||||||||
Earnings allocated to participating securities |
2 |
— |
7 |
0.01 |
||||||||||||
Total adjusted net income attributable to Chesapeake(a) (b) (Non-GAAP) |
$ |
464 |
$ |
0.51 |
$ |
430 |
$ |
0.41 |
(a) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may vary among companies, our calculation of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | ||
(b) |
Our presentation of diluted net income (loss) available to common stockholders and diluted adjusted net income (loss) per share excludes 207 million and 62 million shares considered antidilutive for the six months ended June 30, 2018 and 2017, respectively. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. | |
(c) |
Our effective tax rate in the six months ended June 30, 2018 was 0%. Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income for the six months ended June 30, 2017. | |
(d) |
Other for the six months ended June 30, 2018 includes a $61 million gain related to an extinguishment of the CHK Utica overriding royalty interest conveyance obligation. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended |
Six Months Ended | ||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (GAAP) |
$ |
435 |
$ |
(157) |
$ |
1,091 |
$ |
(58) |
|||||||
Changes in components of working capital and other assets and liabilities |
10 |
460 |
(94) |
347 |
|||||||||||
OPERATING CASH FLOW (Non-GAAP)(a) |
$ |
445 |
$ |
303 |
$ |
997 |
$ |
289 |
Three Months Ended |
Six Months Ended | ||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||
NET INCOME (LOSS) (GAAP) |
$ |
(16) |
$ |
495 |
$ |
278 |
$ |
636 |
|||||||
Interest expense |
117 |
93 |
240 |
188 |
|||||||||||
Income tax expense (benefit) |
(9) |
1 |
(9) |
2 |
|||||||||||
Depreciation and amortization of other assets |
19 |
21 |
37 |
42 |
|||||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
271 |
202 |
539 |
399 |
|||||||||||
EBITDA (Non-GAAP)(b) |
$ |
382 |
$ |
812 |
$ |
1,085 |
$ |
1,267 |
|||||||
Three Months Ended |
Six Months Ended | ||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (GAAP) |
$ |
435 |
$ |
(157) |
$ |
1,091 |
$ |
(58) |
|||||||
Changes in assets and liabilities |
10 |
460 |
(94) |
347 |
|||||||||||
Interest expense |
117 |
93 |
240 |
188 |
|||||||||||
Gains (losses) on oil, natural gas and NGL derivatives, net |
(251) |
200 |
(368) |
522 |
|||||||||||
Cash payments on derivative settlements, net |
68 |
32 |
55 |
66 |
|||||||||||
Stock-based compensation |
(9) |
(16) |
(18) |
(27) |
|||||||||||
Impairments |
(46) |
— |
(46) |
— |
|||||||||||
Gains (losses) on sales of fixed assets |
1 |
(1) |
(7) |
(1) |
|||||||||||
Gains on investments |
— |
— |
139 |
— |
|||||||||||
Gains on purchases or exchanges of debt |
— |
191 |
— |
185 |
|||||||||||
Other items (c) |
57 |
10 |
93 |
45 |
|||||||||||
EBITDA (Non-GAAP)(b) |
$ |
382 |
$ |
812 |
$ |
1,085 |
$ |
1,267 |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in components of working capital and other. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP and provides useful information to investors for analysis of the Company's ability to generate cash to fund exploration and development, and to service debt. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. Because operating cash flow excludes some, but not all, items that affect net cash provided by operating activities and may vary among companies, our calculation of operating cash flow may not be comparable to similarly titled measures of other companies. The increase in operating cash flow for the three and six months ended June 30, 2018 is mainly due to an increase in prices and volumes. |
(b) |
EBITDA represents net income before interest expense, income tax expense, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance (or liquidity) under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
(c) |
Other items for the three and six months ended June 30, 2018 includes a $61 million gain related to an extinguishment of the CHK Utica overriding royalty interest conveyance obligation. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended |
Six Months Ended | ||||||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||||||
EBITDA (Non-GAAP) (a) |
$ |
382 |
$ |
812 |
$ |
1,085 |
$ |
1,267 |
|||||||
Adjustments: |
|||||||||||||||
Unrealized losses (gains) on oil, natural gas and NGL derivatives |
168 |
(202) |
287 |
(528) |
|||||||||||
Restructuring and other termination costs |
— |
— |
38 |
— |
|||||||||||
Provision for legal contingencies, net |
4 |
17 |
9 |
15 |
|||||||||||
Other operating expense (income) |
(1) |
26 |
(1) |
417 |
|||||||||||
Impairments |
46 |
— |
46 |
— |
|||||||||||
(Gains) losses on sales of fixed assets |
(1) |
1 |
7 |
1 |
|||||||||||
Gains on investments |
— |
— |
(139) |
— |
|||||||||||
Gains on purchases or exchanges of debt |
— |
(191) |
— |
(184) |
|||||||||||
Net income attributable to noncontrolling interests |
(1) |
(1) |
(2) |
(2) |
|||||||||||
Other (b) |
(61) |
(1) |
(61) |
— |
|||||||||||
Adjusted EBITDA (Non-GAAP)(a) |
$ |
536 |
$ |
461 |
$ |
1,269 |
$ |
986 |
(a) |
EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) or cash flow provided by (used in) operations prepared in accordance with GAAP. Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to EBITDA because: | |
(i) |
Management uses adjusted EBITDA to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted EBITDA is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted EBITDA excludes some, but not all, items that affect net income, our calculations of adjusted EBITDA may not be comparable to similarly titled measures of other companies. | ||
(b) |
Other for the three and six months ended June 30, 2018 includes a $61 million gain related to an extinguishment of the CHK Utica overriding royalty interest conveyance obligation. |
CHESAPEAKE ENERGY CORPORATION
MANAGEMENT'S OUTLOOK AS OF AUGUST 1, 2018
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's May 1, 2018 outlook are italicized bold below.
Year Ending 12/31/2018 | |
Production Growth adjusted for asset sales(a) |
1% to 5% |
Absolute Production |
|
Liquids - mmbbls |
48.5 - 52.5 |
Oil - mmbbls |
31.5 - 33.5 |
NGL - mmbbls |
17.0 - 19.0 |
Natural gas - bcf |
790 - 830 |
Total absolute production - mmboe |
180 - 191 |
Absolute daily rate - mboe |
494 - 524 |
Estimated Realized Hedging Effects(b) (based on 7/24/18 strip prices): |
|
Oil - $/bbl |
($11.00) |
Natural gas - $/mcf |
$0.14 |
NGL - $/bbl |
$(0.76) |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$1.50 - $1.70 |
Natural gas - $/mcf |
($0.10) - ($0.20) |
NGL - $/bbl |
($5.20) - ($5.60) |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.85 - $2.95 |
Gathering, processing and transportation expenses |
$6.85 - $7.35 |
Oil - $/bbl |
$3.60 - $3.80 |
Natural Gas - $/mcf |
$1.25 - $1.35 |
NGL - $/bbl |
$7.85 - $8.25 |
Production taxes |
$0.60 - $0.70 |
General and administrative(c) |
$1.25 - $1.35 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$5.25 - $6.25 |
Depreciation of other assets |
$0.35 - $0.45 |
Interest expense(d) |
$2.40 - $2.60 |
Marketing net margin(e) |
($60) - ($40) |
Book Tax Rate |
0% |
Adjusted EBITDA, based on 7/24/18 strip prices ($ in millions)(f) |
$2,250 - $2,450 |
Capital Expenditures ($ in millions)(g) |
$2,000 - $2,300 |
Capitalized Interest ($ in millions)(d) |
$175 |
Total Capital Expenditures ($ in millions) |
$2,175 - $2,475 |
(a) |
Based on 2017 production of 407 mboe per day, adjusted for 2017 asset sales and 2018 asset sales signed to date. |
(b) |
Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Consolidated Statement of Operations. |
(d) |
Excludes changes due to pending closing of Utica Shale transaction and planned subsequent liability management. |
(e) |
Excludes non-cash amortization of approximately $19 million. |
(f) |
Adjusted EBITDA is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDA to forecasted GAAP net income would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDA include interest expense, income taxes, and depreciation, depletion and amortization expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(g) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property, plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of July 24, 2018, including July and August derivative contracts that have settled, the company had downside price protection on a portion of its 2018 oil, natural gas and natural gas liquids production. The company had downside oil price protection through swaps at an average price of $54.09 per bbl, and under three-way collar arrangements based on an average bought put NYMEX price of $47.00 per bbl and exposure below an average sold put NYMEX price of $39.15 per bbl. The company had downside natural gas price protection through swaps and two-way collars at an average price of $2.97 per mcf. Chesapeake also had downside ethane, propane, butane, isobutane and natural gasoline price protection through swaps at an average price of $0.29, $0.79, $0.88, $0.92 and $1.42 per gallon (as well as a portion of butane at 70.5 percent of WTI), respectively. Further details summarized below.
In addition, the company had downside protection, through open swaps on a portion of its 2019 oil production at an average price of $59.44 per bbl. The company also initiated downside protection on a portion of its 2019 natural gas production under three-way collar arrangements based on an average bought put NYMEX price of $2.80 per mcf and exposure below an average sold put NYMEX price of $2.50 per mcf.
The company's crude oil hedging positions were as follows:
Crude Oil Swaps Losses from Closed Crude Oil Trades | |||||||||
Swaps (mbbls) |
Avg. NYMEX Price of Swaps |
Losses from ($ in millions) | |||||||
Q3 2018 |
6,532 |
$ |
54.09 |
(1) |
|||||
Q4 2018 |
6,532 |
$ |
54.09 |
(1) |
|||||
Total 2018 |
13,064 |
$ |
54.09 |
$ |
(2) |
||||
Total 2019-2022 |
14,763 |
$ |
59.44 |
$ |
(8) |
Crude Oil Three-Way Collars | ||||||||||||||
Collars |
Avg. NYMEX |
Avg. NYMEX |
Avg. NYMEX | |||||||||||
Q3 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q4 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Total 2018 |
920 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
Oil Basis Protection Swaps | |||||
Volume (mbbls) |
Avg. NYMEX plus/(minus) | ||||
Q3 2018 |
3,588 |
$ |
3.54 |
||
Q4 2018 |
3,588 |
$ |
3.54 |
||
Total 2018 |
7,176 |
$ |
3.54 |
||
Total 2019 |
4,015 |
$ |
6.20 |
The company's natural gas hedging positions were as follows:
Natural Gas Swaps Losses from Closed Natural Gas Trades | |||||||||
Swaps (bcf) |
Avg. NYMEX Price of Swaps |
Losses from Closed ($ in millions) | |||||||
Q3 2018 |
120 |
$ |
2.94 |
(4) |
|||||
Q4 2018 |
120 |
$ |
3.00 |
(6) |
|||||
Total 2018 |
240 |
$ |
2.97 |
$ |
(10) |
||||
Total 2019 - 2022 |
$ |
(49) |
Natural Gas Two-Way Collars | |||||||||
Collars |
Avg. NYMEX |
Avg. NYMEX | |||||||
Q3 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Q4 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Total 2018 |
24 |
$ |
3.00 |
$ |
3.25 |
Natural Gas Three-Way Collars | ||||||||||||||
Collars |
Avg. NYMEX |
Avg. NYMEX |
Avg. NYMEX | |||||||||||
Total 2019 |
88 |
$ |
2.50 |
$ |
2.80 |
$ |
3.10 |
|||||||
Natural Gas Net Written Call Options | |||||
Call Options (bcf) |
Avg. NYMEX Strike Price | ||||
Q3 2018 |
16 |
$ |
6.27 |
||
Q4 2018 |
17 |
$ |
6.27 |
||
Total 2018 |
33 |
$ |
6.27 |
||
Total 2019 – 2020 |
44 |
$ |
12.00 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) |
Avg. NYMEX | ||||
Q3 2018 |
17 |
$ |
(0.77) |
||
Q4 2018 |
6 |
$ |
(0.77) |
||
Total 2018 |
23 |
$ |
(0.77) |
||
Total 2019 |
38 |
$ |
0.03 |
The company's natural gas liquids hedging positions were as follows:
Ethane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX Price | ||||
Q3 2018 |
23 |
$ |
0.29 |
||
Q4 2018 |
23 |
$ |
0.29 |
||
Total 2018 |
46 |
$ |
0.29 |
Propane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX Price | ||||
Q3 2018 |
15 |
$ |
0.79 |
||
Q4 2018 |
16 |
$ |
0.79 |
||
Total 2018 |
31 |
$ |
0.79 |
Butane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX Price | ||||
Q3 2018 |
1 |
$ |
0.88 |
||
Q4 2018 |
2 |
$ |
0.88 |
||
Total 2018 |
3 |
$ |
0.88 |
Butane Swaps Priced as a Percentage of WTI | ||||
Volume (mmgal) |
Avg. NYMEX as a | |||
Q3 2018 |
1 |
70.5 |
% | |
Q4 2018 |
2 |
70.5 |
% | |
Total 2018 |
3 |
70.5 |
% |
Iso-Butane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX Price | ||||
Q3 2018 |
4 |
$ |
0.92 |
||
Q4 2018 |
4 |
$ |
0.92 |
||
Total 2018 |
8 |
$ |
0.92 |
Natural Gasoline Swaps | |||||
Volume (mmgal) |
Avg. NYMEX Price | ||||
Q3 2018 |
11 |
$ |
1.42 |
||
Q4 2018 |
12 |
$ |
1.42 |
||
Total 2018 |
23 |
$ |
1.42 |
View original content with multimedia:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-2018-second-quarter-financial-and-operational-results-300689918.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, May 2, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2018 first quarter. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "The strength of our operations and improved cost structure, coupled with higher realized prices, resulted in our best quarterly financial performance in over three years. For the second consecutive quarter, we recorded significant growth in our earnings and cash flow. Notably, our margin improvement, while aided by increases in commodity indices, was primarily driven by strong oil production and a lower cost structure, highlighting the differential profit generated beyond price impacts, and the sustainability of our improving financial performance. The net cash flow provided by operating and investing activities, including net proceeds from asset sales, was $609 million for the quarter and was the highest in more than three years, allowing us to reduce our long-term debt by $581 million. Our results provide further evidence that we are achieving our long term goals of growing cash flow, expanding margins, reducing long term debt and generating higher returns to shareholders."
2018 First Quarter Results
For the 2018 first quarter, Chesapeake reported net income of $294 million and net income available to common stockholders of $268 million, or $0.29 per diluted share. The company's EBITDA for the 2018 first quarter was $703 million. Adjusting for items that are typically excluded by securities analysts, the 2018 first quarter adjusted net income attributable to Chesapeake was $361 million, or $0.34 per diluted share, while the company's adjusted EBITDA was $733 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 11 - 13 of this release.
Production expenses during the 2018 first quarter were $2.94 per boe, while general and administrative expenses (including stock-based compensation) during the 2018 first quarter were $1.44 per boe. The increase in production expenses was primarily the result of increased saltwater disposal costs and workover activity. With regard to general and administrative expenses, lower compensation costs were more than offset by lower overhead allocations, primarily as a result of certain 2017 divestitures. Chesapeake's combined production and general and administrative expenses per boe increased by 5 percent year over year. However, the company's gathering, processing, and transportation expenses decreased by 4 percent year over year to $7.15 per boe during the 2018 first quarter, resulting in lower overall expenses per unit of production on a combined basis.
Capital Spending Overview
Chesapeake's total capital expenditures (including accruals) were approximately $611 million during the 2018 first quarter, including capitalized interest of $43 million, compared to approximately $576 million in the 2017 first quarter. A summary is provided in the table below.
Three Months Ended | ||||||||
2018 |
2017 | |||||||
Operated activity comparison |
||||||||
Average rig count |
15 |
16 | ||||||
Gross wells spud |
77 |
87 | ||||||
Gross wells completed |
76 |
99 | ||||||
Gross wells connected |
57 |
76 | ||||||
Type of cost ($ in millions) |
||||||||
Drilling and completion capital expenditures |
$ |
539 |
$ |
506 |
||||
Exploration costs, leasehold and additions to other PP&E |
29 |
19 |
||||||
Subtotal capital expenditures |
$ |
568 |
$ |
525 |
||||
Capitalized interest |
43 |
51 |
||||||
Total capital expenditures |
$ |
611 |
$ |
576 |
Balance Sheet and Liquidity
As of March 31, 2018, Chesapeake's principal debt balance was approximately $9.400 billion, compared to $9.981 billion as of December 31, 2017. Also, as of March 31, 2018, the company had $200 million of outstanding borrowings and had used $157 million for various letters of credit under the senior secured revolving credit facility resulting in approximately $3.4 billion of available liquidity under the facility.
During the 2018 first quarter, the company closed certain property sales for net proceeds of approximately $387 million. In addition, in February 2018 Chesapeake sold approximately 4.3 million shares of FTS International (NYSE: FTSI) for approximately $74 million in net proceeds and continues to hold approximately 22.0 million shares in the publicly traded company. FTSI is a provider of hydraulic fracturing services in North America. Chesapeake used the $461 million in aggregate proceeds described above to reduce its outstanding borrowings under its revolving credit facility. Subsequent to the 2018 first quarter, in April the company closed an additional asset sale for properties in the Mid-Continent for approximately $60 million in net proceeds which reduced Chesapeake's outstanding borrowings under its revolving credit facility.
Operations Update
Chesapeake's average daily production for the 2018 first quarter was approximately 554,000 boe compared to approximately 528,000 boe in the 2017 first quarter. The following tables show average daily production and average daily sales prices received by the company's operating divisions for the 2018 and 2017 first quarters, respectively.
Three Months Ended March 31, 2018 | |||||||||||||||||||||||||||
Oil |
Natural Gas |
NGL |
Total | ||||||||||||||||||||||||
mbbl per day |
$/bbl |
mmcf per day |
$/mcf |
mbbl per day |
$/bbl |
mboe per day |
% |
$/boe | |||||||||||||||||||
Marcellus |
— |
— |
873 |
3.74 |
— |
— |
146 |
26 |
22.46 |
||||||||||||||||||
Haynesville |
— |
— |
833 |
2.80 |
— |
— |
139 |
25 |
16.86 |
||||||||||||||||||
Eagle Ford |
61 |
66.16 |
141 |
3.30 |
18 |
24.72 |
102 |
19 |
48.22 |
||||||||||||||||||
Utica |
11 |
59.82 |
440 |
2.94 |
23 |
25.03 |
107 |
19 |
23.39 |
||||||||||||||||||
Mid-Continent |
9 |
62.04 |
87 |
2.70 |
5 |
26.15 |
28 |
5 |
32.46 |
||||||||||||||||||
Powder River Basin |
7 |
62.86 |
47 |
2.82 |
3 |
28.77 |
18 |
3 |
37.68 |
||||||||||||||||||
Retained assets(a) |
88 |
64.66 |
2,421 |
3.19 |
49 |
25.24 |
540 |
97 |
27.10 |
||||||||||||||||||
Divested assets |
4 |
63.60 |
45 |
2.81 |
2 |
30.07 |
14 |
3 |
33.53 |
||||||||||||||||||
Total |
92 |
64.61 |
2,466 |
3.18 |
51 |
25.45 |
554 |
100 |
% |
27.27 |
|||||||||||||||||
Three Months Ended March 31, 2017 | |||||||||||||||||||||||||||
Oil |
Natural Gas |
NGL |
Total | ||||||||||||||||||||||||
mbbl per day |
$/bbl |
mmcf per day |
$/mcf |
mbbl per day |
$/bbl |
mboe per day |
% |
$/boe | |||||||||||||||||||
Marcellus |
— |
— |
837 |
3.01 |
— |
— |
139 |
27 |
18.04 |
||||||||||||||||||
Haynesville |
— |
— |
682 |
2.98 |
— |
— |
114 |
22 |
17.86 |
||||||||||||||||||
Eagle Ford |
56 |
50.90 |
135 |
3.40 |
17 |
21.38 |
96 |
18 |
38.52 |
||||||||||||||||||
Utica |
8 |
45.42 |
380 |
3.50 |
25 |
25.65 |
96 |
18 |
24.16 |
||||||||||||||||||
Mid-Continent |
7 |
49.64 |
92 |
3.04 |
6 |
22.45 |
28 |
5 |
26.73 |
||||||||||||||||||
Powder River Basin |
5 |
49.70 |
29 |
3.33 |
2 |
25.58 |
12 |
2 |
32.67 |
||||||||||||||||||
Retained assets(a) |
76 |
50.16 |
2,155 |
3.11 |
50 |
23.81 |
485 |
92 |
24.13 |
||||||||||||||||||
Divested assets |
8 |
50.96 |
187 |
2.88 |
4 |
23.43 |
43 |
8 |
24.06 |
||||||||||||||||||
Total |
84 |
50.24 |
2,342 |
3.10 |
54 |
23.78 |
528 |
100 |
% |
24.13 |
|||||||||||||||||
(a) |
Includes assets retained as of March 31, 2018. |
In the Powder River Basin (PRB) in Wyoming, Chesapeake is currently utilizing four rigs, all of which are drilling in the Turner formation. Chesapeake placed six wells on production during the 2018 first quarter in the PRB and expects to place 12 wells on production during the 2018 second quarter and up to 35 wells for the full-year 2018.
As part of a reduced Turner spacing test, six of the company's 12 second quarter wells were placed on production in April 2018 and spaced at approximately 1,980 to 2,300 feet apart. While currently on conservative choke settings between 20 and 22/64ths, the six wells have ranged from 6 to 19 days on production with current flowing tubing pressures ranging from 2,750 to 3,050 pounds. The company is encouraged by initial results from these tighter-spaced wells, as the bounded middle well spaced at approximately 1,980 feet has already reached a production rate of approximately ~2,000 boe per day (46% oil) after 18 days on production. The company expects significantly higher rates as these wells clean up over the next 30 days.
In the company's Mid-Continent operating area in Oklahoma, Chesapeake is currently utilizing two drilling rigs and placed eight wells on production during the 2018 first quarter and expects to place nine wells on production during the 2018 second quarter and up to 35 wells for the full-year 2018. Chesapeake has drilled its first horizontal well targeting the Chester formation in Woods County in April 2018 and expects to place this well on production later this quarter. While one rig will continue to drill appraisal opportunities on the company's approximately 800,000 net acre position during 2018, the second rig will continue developing the Oswego oil play.
In the Eagle Ford Shale, Chesapeake is currently utilizing five drilling rigs and placed 23 wells on production during the 2018 first quarter and expects to place approximately 50 wells on production during the 2018 second quarter and up to 150 wells for the full-year 2018.
In the Utica Shale in Ohio, Chesapeake is currently utilizing two drilling rigs and placed ten wells on production during the 2018 first quarter. The company has recently changed its completion methodologies resulting in 30-day average daily production rates that have increased by approximately 65 percent for its first six wells in 2018 under this new program. Chesapeake expects to place seven wells on production during the 2018 second quarter and up to 35 wells for the full-year 2018.
In the Marcellus Shale, Chesapeake is currently utilizing one drilling rig and placed six wells on production during the 2018 first quarter and expects to place 17 wells on production during the 2018 second quarter and up to 50 wells for the full-year 2018.
In the Haynesville Shale in Louisiana, Chesapeake is currently utilizing three drilling rigs and placed four wells on production during the 2018 first quarter and expects to place eight wells on production during the 2018 second quarter and up to 25 wells for the full-year 2018.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2018 first quarter as compared to results in prior periods.
Three Months Ended March 31, | ||||||
2018 |
2017 | |||||
Barrels of oil equivalent production (in mboe) |
49,879 |
47,516 |
||||
Barrels of oil equivalent production (mboe/d) |
554 |
528 |
||||
Oil production (in mbbl/d) |
92 |
84 |
||||
Average realized oil price ($/bbl)(a) |
56.89 |
51.72 |
||||
Natural gas production (in mmcf/d) |
2,466 |
2,342 |
||||
Average realized natural gas price ($/mcf)(a) |
3.49 |
3.02 |
||||
NGL production (in mbbl/d) |
51 |
54 |
||||
Average realized NGL price ($/bbl)(a) |
25.36 |
24.04 |
||||
Production expenses ($/boe) |
2.94 |
2.84 |
||||
Gathering, processing and transportation expenses ($/boe) |
7.15 |
7.47 |
||||
Oil - ($/bbl) |
4.18 |
3.85 |
||||
Natural Gas - ($/mcf) |
1.27 |
1.35 |
||||
NGL - ($/bbl) |
8.83 |
8.47 |
||||
Production taxes ($/boe) |
0.62 |
0.47 |
||||
General and administrative expenses ($/boe)(b) |
1.30 |
1.18 |
||||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) |
0.14 |
0.17 |
||||
DD&A of oil and natural gas properties ($/boe) |
5.38 |
4.15 |
||||
DD&A of other assets ($/boe) |
0.36 |
0.44 |
||||
Interest expense ($/boe)(a) |
2.45 |
1.97 |
||||
Marketing net margin ($ in millions) |
(22) |
(44) |
||||
Net cash provided by operating activities ($ in millions) |
656 |
99 |
||||
Net cash provided by operating activities ($/boe) |
13.15 |
2.06 |
||||
Operating cash flow ($ in millions)(c) |
552 |
(14) |
||||
Operating cash flow ($/boe) |
11.07 |
(0.29) |
||||
Net income ($ in millions) |
294 |
141 |
||||
Net income available to common stockholders ($ in millions) |
268 |
75 |
||||
Net income per share available to common stockholders – diluted ($) |
0.29 |
0.08 |
||||
Adjusted EBITDA ($ in millions)(d) |
733 |
525 |
||||
Adjusted EBITDA ($/boe) |
14.70 |
11.05 |
||||
Adjusted net income attributable to Chesapeake ($ in millions)(e) |
361 |
212 |
||||
Adjusted net income attributable to Chesapeake per share - diluted ($ in millions)(f) |
0.34 |
0.23 |
||||
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Condensed Consolidated Statement of Operations. |
(c) |
Defined as cash flow provided by operating activities before changes in components of working capital and other assets and liabilities. This is a non-GAAP measure. See reconciliation to cash provided by (used in) operating activities on page 12. |
(d) |
Defined as net income (loss) before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 13. This is a non-GAAP measure. See reconciliation of net income (loss) to EBITDA on page 12 and reconciliation of EBITDA to adjusted EBITDA on page 13. |
(e) |
Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on page 11. This is a non-GAAP measure. See reconciliation of net income to adjusted net income (loss) available to Chesapeake on page 11. |
(f) |
Our presentation of diluted adjusted net income (loss) attributable to Chesapeake per share excludes 60 million and 208 million shares for the three months ended March 31, 2018 and 2017, respectively, considered antidilutive when calculating diluted earnings per share. |
2018 First Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Wednesday, May 2, 2018 at 9:00 am EDT. The telephone number to access the conference call is 323-794-2093 or toll-free 866-548-4713. The passcode for the call is 2838919. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 2838919. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, anticipated timing of wells to be placed into production, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, the expected use of proceeds of anticipated asset sales, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com |
Gordon Pennoyer (405) 935-8878 media@chk.com |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Three Months Ended | ||||||||
2018 |
2017 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
1,243 |
$ |
1,469 |
||||
Marketing |
1,246 |
1,284 |
||||||
Total Revenues |
2,489 |
2,753 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
147 |
135 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
356 |
355 |
||||||
Production taxes |
31 |
22 |
||||||
Marketing |
1,268 |
1,328 |
||||||
General and administrative |
72 |
65 |
||||||
Restructuring and other termination costs |
38 |
— |
||||||
Provision for legal contingencies, net |
5 |
(2) |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
268 |
197 |
||||||
Depreciation and amortization of other assets |
18 |
21 |
||||||
Other operating expense |
— |
391 |
||||||
Net losses on sales of fixed assets |
8 |
— |
||||||
Total Operating Expenses |
2,211 |
2,512 |
||||||
INCOME FROM OPERATIONS |
278 |
241 |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(123) |
(95) |
||||||
Gains on investments |
139 |
— |
||||||
Losses on purchases or exchanges of debt |
— |
(7) |
||||||
Other income |
— |
3 |
||||||
Total Other Income (Expense) |
16 |
(99) |
||||||
INCOME BEFORE INCOME TAXES |
294 |
142 |
||||||
Income tax expense |
— |
1 |
||||||
NET INCOME |
294 |
141 |
||||||
Net income attributable to noncontrolling interests |
(1) |
(1) |
||||||
NET INCOME ATTRIBUTABLE TO CHESAPEAKE |
293 |
140 |
||||||
Preferred stock dividends |
(23) |
(23) |
||||||
Loss on exchange of preferred stock |
— |
(41) |
||||||
Earnings allocated to participating securities |
(2) |
(1) |
||||||
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS |
$ |
268 |
$ |
75 |
||||
EARNINGS PER COMMON SHARE: |
||||||||
Basic |
$ |
0.30 |
$ |
0.08 |
||||
Diluted |
$ |
0.29 |
$ |
0.08 |
||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||
Basic |
907 |
906 |
||||||
Diluted |
1,053 |
907 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
March 31, 2018 |
December 31, | |||||||
Cash and cash equivalents |
$ |
4 |
$ |
5 |
||||
Other current assets |
1,220 |
1,520 |
||||||
Total Current Assets |
1,224 |
1,525 |
||||||
Property and equipment, net |
10,592 |
10,680 |
||||||
Other long-term assets |
270 |
220 |
||||||
Total Assets |
$ |
12,086 |
$ |
12,425 |
||||
Current liabilities |
$ |
2,354 |
$ |
2,356 |
||||
Long-term debt, net |
9,325 |
9,921 |
||||||
Other long-term liabilities |
504 |
520 |
||||||
Total Liabilities |
12,183 |
12,797 |
||||||
Preferred stock |
1,671 |
1,671 |
||||||
Noncontrolling interests |
123 |
124 |
||||||
Common stock and other stockholders' equity (deficit) |
(1,891) |
(2,167) |
||||||
Total Equity (Deficit) |
(97) |
(372) |
||||||
Total Liabilities and Equity |
$ |
12,086 |
$ |
12,425 |
||||
Common shares outstanding (in millions) |
912 |
909 |
||||||
Principal amount of debt outstanding |
$ |
9,400 |
$ |
9,981 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Three Months Ended | ||||||||
2018 |
2017 | |||||||
Net Production: |
||||||||
Oil (mmbbl) |
8 |
8 |
||||||
Natural gas (bcf) |
222 |
211 |
||||||
NGL (mmbbl) |
5 |
5 |
||||||
Oil equivalent (mmboe) |
50 |
48 |
||||||
Average daily production (mboe) |
554 |
528 |
||||||
Oil, natural gas and NGL Sales ($ in millions): |
||||||||
Oil sales |
$ |
537 |
$ |
378 |
||||
Natural gas sales |
706 |
653 |
||||||
NGL sales |
117 |
116 |
||||||
Total oil, natural gas and NGL sales |
$ |
1,360 |
$ |
1,147 |
||||
Financial Derivatives: |
||||||||
Oil derivatives – realized gains (losses)(a) |
$ |
(64) |
11 |
|||||
Natural gas derivatives – realized gains (losses)(a) |
67 |
(16) |
||||||
NGL derivatives – realized gains (losses)(a) |
(1) |
1 |
||||||
Total realized gains (losses) on financial derivatives |
$ |
2 |
$ |
(4) |
||||
Oil derivatives – unrealized gains (losses)(a) |
(22) |
94 |
||||||
Natural gas derivatives – unrealized gains (losses)(a) |
(99) |
231 |
||||||
NGL derivatives – unrealized gains(a) |
2 |
1 |
||||||
Total unrealized gains (losses) on financial derivatives |
$ |
(119) |
$ |
326 |
||||
Total financial derivatives |
$ |
(117) |
$ |
322 |
||||
Total oil, natural gas and NGL sales |
$ |
1,243 |
$ |
1,469 |
||||
Average Sales Price (excluding gains (losses) on derivatives): |
||||||||
Oil ($ per bbl) |
$ |
64.61 |
$ |
50.24 |
||||
Natural gas ($ per mcf) |
$ |
3.18 |
$ |
3.10 |
||||
NGL ($ per bbl) |
$ |
25.45 |
$ |
23.78 |
||||
Oil equivalent ($ per boe) |
$ |
27.27 |
$ |
24.13 |
||||
Average Sales Price (excluding unrealized gains (losses) on derivatives): |
||||||||
Oil ($ per bbl) |
$ |
56.89 |
$ |
51.72 |
||||
Natural gas ($ per mcf) |
$ |
3.49 |
$ |
3.02 |
||||
NGL ($ per bbl) |
$ |
25.36 |
$ |
24.04 |
||||
Oil equivalent ($ per boe) |
$ |
27.31 |
$ |
24.06 |
||||
Interest Expense ($ in millions): |
||||||||
Interest expense(b) |
$ |
123 |
$ |
94 |
||||
Interest rate derivatives – realized gains(c) |
(1) |
(1) |
||||||
Interest rate derivatives – unrealized losses(c) |
1 |
2 |
||||||
Total Interest Expense |
$ |
123 |
$ |
95 |
(a) |
Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include interest rate derivative settlements related to current period interest and the effect of (gains) losses on early-terminated trades. Settlements of early-terminated trades are reflected in realized (gains) losses over the original life of the hedged item. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Three Months Ended | ||||||||
2018 |
2017 | |||||||
Beginning cash and cash equivalents |
$ |
5 |
$ |
882 |
||||
Net cash provided by operating activities |
656 |
99 |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(442) |
(433) |
||||||
Acquisitions of proved and unproved properties(b) |
(63) |
(95) |
||||||
Proceeds from divestitures of proved and unproved properties |
319 |
892 |
||||||
Additions to other property and equipment |
(3) |
(3) |
||||||
Proceeds from sales of other property and equipment |
68 |
19 |
||||||
Proceeds from sales of investments |
74 |
— |
||||||
Net cash provided by (used in) investing activities |
(47) |
380 |
||||||
Net cash used in financing activities |
(610) |
(1,112) |
||||||
Change in cash and cash equivalents |
(1) |
(633) |
||||||
Ending cash and cash equivalents |
$ |
4 |
$ |
249 |
(a) |
Includes capitalized interest of $2 million and $2 million for the three months ended March 31, 2018 and 2017, respectively. |
(b) |
Includes capitalized interest of $41 million and $49 million for the three months ended March 31, 2018 and 2017, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||
2018 |
2017 | |||||||||||||||
$ |
$/Share(b)(c) |
$ |
$/Share(b)(c) | |||||||||||||
Net income available to common stockholders (GAAP) |
$ |
268 |
$ |
0.30 |
$ |
75 |
$ |
0.08 |
||||||||
Effect of dilutive securities |
36 |
— |
||||||||||||||
Diluted earnings per common stockholder (GAAP) |
$ |
304 |
$ |
0.29 |
$ |
75 |
$ |
0.08 |
||||||||
Adjustments: |
||||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives |
119 |
0.11 |
(326) |
(0.36) |
||||||||||||
Restructuring and other termination costs |
38 |
0.04 |
— |
— |
||||||||||||
Provision for legal contingencies, net |
5 |
— |
(2) |
— |
||||||||||||
Other operating expense |
— |
— |
391 |
0.43 |
||||||||||||
Net losses on sales of fixed assets |
8 |
0.01 |
— |
— |
||||||||||||
Gains on investments |
(139) |
(0.13) |
— |
— |
||||||||||||
Losses on purchases or exchanges of debt |
— |
— |
7 |
0.01 |
||||||||||||
Loss on exchange of preferred stock |
— |
— |
41 |
0.05 |
||||||||||||
Other |
1 |
— |
2 |
— |
||||||||||||
Adjusted net income available to common stockholders(b) (Non-GAAP) |
336 |
0.32 |
188 |
0.21 |
||||||||||||
Preferred stock dividends |
23 |
0.02 |
23 |
0.02 |
||||||||||||
Earnings allocated to participating securities |
2 |
— |
1 |
— |
||||||||||||
Total adjusted net income attributable to Chesapeake(b) (c) (Non-GAAP) |
$ |
361 |
$ |
0.34 |
$ |
212 |
$ |
0.23 |
(a) |
Our effective tax rate in the three months ended March 31, 2018 was 0%. Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income for the three months ended March 31, 2017. | |
(b) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may vary among companies, our calculation of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | ||
(c) |
Our presentation of diluted net income (loss) available to common stockholders and diluted adjusted net income (loss) per share excludes 60 million and 208 million shares considered antidilutive for the three months ended March 31, 2018 and 2017, respectively. The number of shares used for the non-GAAP calculation was determined in a manner consistent with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Three Months Ended | ||||||||
2018 |
2017 | |||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) |
$ |
656 |
$ |
99 |
||||
Changes in components of working capital and other assets and liabilities |
(104) |
(113) |
||||||
OPERATING CASH FLOW (Non-GAAP)(a) |
$ |
552 |
$ |
(14) |
||||
Three Months Ended | ||||||||
2018 |
2017 | |||||||
NET INCOME (GAAP) |
$ |
294 |
$ |
141 |
||||
Interest expense |
123 |
95 |
||||||
Income tax expense |
— |
1 |
||||||
Depreciation and amortization of other assets |
18 |
21 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
268 |
197 |
||||||
EBITDA (Non-GAAP)(b) |
$ |
703 |
$ |
455 |
||||
Three Months Ended | ||||||||
2018 |
2017 | |||||||
CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) |
$ |
656 |
$ |
99 |
||||
Changes in assets and liabilities |
(104) |
(113) |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
123 |
93 |
||||||
Gains (losses) on oil, natural gas and NGL derivatives, net |
(117) |
322 |
||||||
Cash (receipts) payments on derivative settlements, net |
(13) |
34 |
||||||
Stock-based compensation |
(9) |
(11) |
||||||
Net losses on sales of fixed assets |
(8) |
— |
||||||
Gains on investments |
139 |
— |
||||||
Losses on purchases or exchanges of debt |
— |
(6) |
||||||
Other items |
36 |
37 |
||||||
EBITDA (Non-GAAP)(b) |
$ |
703 |
$ |
455 |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in components of working capital and other. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP and provides useful information to investors for analysis of the Company's ability to generate cash to fund exploration and development, and to service debt. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. Because operating cash flow excludes some, but not all, items that affect net cash provided by operating activities and may vary among companies, our calculation of operating cash flow may not be comparable to similarly titled measures of other companies. The increase in operating cash flow for the three months ended March 31, 2018 is mainly due to an increase in prices and volumes. |
(b) |
EBITDA represents net income before interest expense, income tax expense, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance (or liquidity) under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Three Months Ended | ||||||||
2018 |
2017 | |||||||
EBITDA (Non-GAAP) |
$ |
703 |
$ |
455 |
||||
Adjustments: |
||||||||
Unrealized losses (gains) on oil, natural gas and NGL derivatives |
119 |
(326) |
||||||
Restructuring and other termination costs |
38 |
— |
||||||
Provision for legal contingencies, net |
5 |
(2) |
||||||
Other operating expense |
— |
391 |
||||||
Net losses on sales of fixed assets |
8 |
— |
||||||
Gains on investments |
(139) |
— |
||||||
Losses on purchases or exchanges of debt |
— |
7 |
||||||
Net income attributable to noncontrolling interests |
(1) |
(1) |
||||||
Other |
— |
1 |
||||||
Adjusted EBITDA (Non-GAAP)(a) |
$ |
733 |
$ |
525 |
(a) |
Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to EBITDA because: | |
(i) |
Management uses adjusted EBITDA to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted EBITDA is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. Because adjusted EBITDA excludes some, but not all, items that affect net income (loss from continuing operations) attributable to common stockholders, our calculations of adjusted EBITDA may not be comparable to similarly titled measures of other companies.
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF MAY 1, 2018 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's February 22, 2018 outlook are italicized bold below. | |
Year Ending 12/31/2018 | |
Production Growth adjusted for asset sales(a) |
1% to 5% |
Absolute Production |
|
Liquids - mmbbls |
51.0 - 55.0 |
Oil - mmbbls |
31.0 - 33.0 |
NGL - mmbbls |
20.0 - 22.0 |
Natural gas - bcf |
825 - 875 |
Total absolute production - mmboe |
190 - 200 |
Absolute daily rate - mboe |
515 - 550 |
Estimated Realized Hedging Effects(b) (based on 4/27/18 strip prices): |
|
Oil - $/bbl |
($10.20) |
Natural gas - $/mcf |
$0.13 |
NGL - $/bbl |
$(0.13) |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$1.00 - $1.20 |
Natural gas - $/mcf |
($0.10) - ($0.20) |
NGL - $/bbl |
($5.20) - ($5.60) |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.60 - $2.80 |
Gathering, processing and transportation expenses |
$6.95 - $7.65 |
Oil - $/bbl |
$3.90 - $4.10 |
Natural Gas - $/mcf |
$1.25 - $1.40 |
NGL - $/bbl |
$7.85 - $8.25 |
Production taxes |
$0.50 - $0.60 |
General and administrative(c) |
$1.25 - $1.35 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$5.00 - $6.00 |
Depreciation of other assets |
$0.35 - $0.45 |
Interest expense(d) |
$2.40 - $2.60 |
Marketing net margin(e) |
($60) - ($40) |
Book Tax Rate |
0% |
Adjusted EBITDA, based on 4/27/18 strip prices ($ in millions)(f) |
$2,250 - $2,450 |
Capital Expenditures ($ in millions)(g) |
$1,800 - $2,200 |
Capitalized Interest ($ in millions) |
$175 |
Total Capital Expenditures ($ in millions) |
$1,975 - $2,375 |
(a) |
Based on 2017 production of 514 mboe per day, adjusted for 2017 asset sales and 2018 asset sales signed to date. |
(b) |
Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Consolidated Statement of Operations. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Excludes non-cash amortization of approximately $19 million. |
(f) |
Adjusted EBITDA is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDA to forecasted GAAP net income would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDA include interest expense, income taxes, and depreciation, depletion and amortization expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(g) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property, plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of April 27, 2018, including April and May derivative contracts that have settled, the company had downside price protection on a portion of its 2018 oil, natural gas and natural gas liquids production. The company had downside oil price protection through swaps at an average price of $53.78 per bbl, and under three-way collar arrangements based on an average bought put NYMEX price of $47.00 per bbl and exposure below an average sold put NYMEX price of $39.15 per bbl. The company had downside gas price protection through swaps and two-way collars at an average price of $2.96 per mcf. Chesapeake also had downside ethane, propane, butane, isobutane and natural gasoline price protection through swaps at an average price of $0.28, $0.78, $0.88, $0.92 and $1.42 per gallon (as well as a portion of butane at 70.5 percent of WTI), respectively. Further details summarized below.
In addition, the company had downside protection, through open swaps on a portion of its 2019 oil production at an average price of $57.87 per bbl. The company also initiated downside protection on a portion of its 2019 gas production under three-way collar arrangements based on an average bought put NYMEX price of $2.80 per mcf and exposure below an average sold put NYMEX price of $2.50 per mcf.
The company's crude oil hedging positions were as follows:
Crude Oil Swaps Gains (Losses) from Closed Crude Oil Trades | |||||||||
Swaps (mbbls) |
Avg. NYMEX Price of Swaps |
Gains/Losses ($ in millions) | |||||||
Q2 2018 |
5,886 |
$ |
52.80 |
$ |
(1) |
||||
Q3 2018 |
5,612 |
$ |
54.30 |
(1) |
|||||
Q4 2018 |
5,612 |
$ |
54.30 |
(1) |
|||||
Total 2018 |
17,110 |
$ |
53.78 |
$ |
(3) |
||||
Total 2019 |
11,661 |
$ |
57.87 |
$ |
(8) |
Crude Oil Net Written Call Options | |||||
Call Options (mbbls) |
Avg. NYMEX Strike Price | ||||
Q3 2018 |
920 |
$ |
52.87 |
||
Q4 2018 |
920 |
$ |
52.87 |
||
Total 2018 |
1,840 |
$ |
52.87 |
Crude Oil Three-Way Collars | ||||||||||||||
Collars |
Avg. NYMEX |
Avg. NYMEX |
Avg. NYMEX | |||||||||||
Q2 2018 |
455 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q3 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q4 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Total 2018 |
1,375 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
Oil Basis Protection Swaps | |||||
Volume (mbbls) |
Avg. NYMEX plus/(minus) | ||||
Q2 2018 |
2,639 |
$ |
3.21 |
||
Q3 2018 |
2,760 |
$ |
3.42 |
||
Q4 2018 |
2,760 |
$ |
3.42 |
||
Total 2018 |
8,159 |
$ |
3.35 |
The company's natural gas hedging positions were as follows:
Natural Gas Swaps Losses from Closed Natural Gas Trades | |||||||||
Swaps (bcf) |
Avg. NYMEX Price of Swaps |
Losses from Closed ($ in millions) | |||||||
Q2 2018 |
118 |
$ |
2.92 |
$ |
(4) |
||||
Q3 2018 |
120 |
$ |
2.94 |
(4) |
|||||
Q4 2018 |
120 |
$ |
3.00 |
(6) |
|||||
Total 2018 |
358 |
$ |
2.95 |
$ |
(14) |
||||
Total 2019 - 2022 |
$ |
(49) |
Natural Gas Two-Way Collars | |||||||||
Collars |
Avg. NYMEX |
Avg. NYMEX | |||||||
Q2 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Q3 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Q4 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Total 2018 |
36 |
$ |
3.00 |
$ |
3.25 |
Natural Gas Three-Way Collars | ||||||||||||||
Collars |
Avg. NYMEX |
Avg. NYMEX |
Avg. NYMEX | |||||||||||
Total 2019 |
87 |
$ |
2.50 |
$ |
2.80 |
$ |
3.10 |
|||||||
Natural Gas Net Written Call Options | |||||
Call Options (bcf) |
Avg. NYMEX Strike Price | ||||
Q2 2018 |
16 |
$ |
6.27 |
||
Q3 2018 |
17 |
$ |
6.27 |
||
Q4 2018 |
17 |
$ |
6.27 |
||
Total 2018 |
50 |
$ |
6.27 |
||
Total 2019 – 2020 |
44 |
$ |
12.00 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) |
Avg. NYMEX | ||||
Q2 2018 |
18 |
$ |
(0.77) |
||
Q3 2018 |
17 |
$ |
(0.77) |
||
Q4 2018 |
6 |
$ |
(0.77) |
||
Total 2018 |
41 |
$ |
(0.77) |
||
Total 2019 |
4 |
$ |
2.24 |
The company's natural gas liquids hedging positions were as follows:
Ethane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX | ||||
Q2 2018 |
4 |
$ |
0.28 |
||
Total 2018 |
4 |
$ |
0.28 |
Propane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX | ||||
Q2 2018 |
12 |
$ |
0.78 |
||
Q3 2018 |
15 |
$ |
0.79 |
||
Q4 2018 |
15 |
$ |
0.79 |
||
Total 2018 |
42 |
$ |
0.79 |
Butane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX | ||||
Q2 2018 |
1 |
$ |
0.88 |
||
Q3 2018 |
1 |
$ |
0.88 |
||
Q4 2018 |
2 |
$ |
0.88 |
||
Total 2018 |
4 |
$ |
0.88 |
Butane Swaps Priced as a Percentage of WTI | ||||
Volume (mmgal) |
Avg. NYMEX as a | |||
Q2 2018 |
1 |
70.5 |
% | |
Q3 2018 |
1 |
70.5 |
% | |
Q4 2018 |
2 |
70.5 |
% | |
Total 2018 |
4 |
70.5 |
% |
Iso-Butane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX | ||||
Q2 2018 |
2 |
$ |
0.92 |
||
Q3 2018 |
4 |
$ |
0.92 |
||
Q4 2018 |
4 |
$ |
0.92 |
||
Total 2018 |
10 |
$ |
0.92 |
Natural Gasoline Swaps | |||||
Volume (mmgal) |
Avg. NYMEX | ||||
Q2 2018 |
10 |
$ |
1.42 |
||
Q3 2018 |
11 |
$ |
1.42 |
||
Q4 2018 |
12 |
$ |
1.42 |
||
Total 2018 |
33 |
$ |
1.42 |
View original content with multimedia:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-2018-first-quarter-financial-and-operational-results-300640981.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 20, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% |
5% |
5.75% |
5.75% (Series A) | |
NYSE Symbol |
CHK Pr D |
N/A |
N/A |
N/A |
Date of Original Issue |
September 14, 2005 |
November 8, 2005 |
May 17, 2010 |
May 17, 2010 |
Registered CUSIP |
165167842 |
165167826 |
165167768 |
165167750 |
144A CUSIP |
N/A |
165167834 |
165167776 |
165167784 |
RegS CUSIP |
N/A |
N/A |
U16450204 |
U16450113 |
Clean (no legends) CUSIP |
N/A |
N/A |
165167768 |
165167750 |
Par Value per Share |
$0.01 |
$0.01 |
$0.01 |
$0.01 |
Shares Outstanding |
2,558,900 |
1,810,667 |
770,528 |
463,363 |
Liquidation Preference per Share |
$100 |
$100 |
$1,000 |
$1,000 |
Record Date |
June 1, 2018 |
May 1, 2018 |
May 1, 2018 |
May 1, 2018 |
Payment Date |
June 15, 2018 |
May 15, 2018 |
May 15, 2018 |
May 15, 2018 |
Amount per Share |
$1.125 |
$1.25 |
$14.375 |
$14.375 |
Chesapeake will release its 2018 first quarter operational and financial results before market open on Wednesday, May 2, 2018. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 323-794-2093 or toll-free 866-548-4713. The passcode for the call is 2838919. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 2838919. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 |
Gordon Pennoyer (405) 935-8878 |
6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-declares-quarterly-preferred-stock-dividends-and-provides-2018-first-quarter-earnings-conference-call-information-300633421.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 22, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2017 full year and fourth quarter plus other recent developments. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "I am very pleased with our fourth quarter and full year 2017 performance, as we made significant progress toward our goals of reducing our debt, increasing cash flow generation and margin enhancement. Fiscal year 2017 was a pivotal year for Chesapeake, as we restored our production and increased net cash provided by operations, increased our oil production, adjusted for asset sales, and significantly improved our cost structure by reducing our combined production, general and administrative and gathering, processing, and transportation expenses by approximately $510 million. We further demonstrated the depth of our portfolio by closing on approximately $1.3 billion in asset and property sales and signed additional asset sales for approximately $575 million that we expect to close by the end of the 2018 second quarter. We reduced our outstanding secured term debt by approximately $1.3 billion, or 32 percent, continued to remove legal obligations and recorded the best environmental and safety performance in our company's history.
"We are well-positioned to build on our 2017 accomplishments and progress our strategic goals, with our 2018 guidance highlighting improvements in our cost structure, increased oil production, adjusted for asset sales, and increased net cash and margins provided by operations. We expect to deliver production growth, adjusted for asset sales, of 1 percent to 5 percent on reduced capital expenditures. The expected improvements in our cost structure, as well as improved basis pricing differentials and higher NYMEX pricing, result in higher forecasted year-over-year cash flows.
"Over the last four years, we have fundamentally transformed our business, removing financial and operational complexity, significantly improving our balance sheet, and addressing numerous legacy issues that have affected past performance. Chesapeake Energy continues to get stronger, and we believe we are well positioned to create meaningful shareholder value in the years ahead."
2017 Full Year Results
For the 2017 full year, Chesapeake reported net income of $953 million and net income available to common stockholders of $813 million, or $0.90 per diluted share. The company's EBITDA for the 2017 full year was $2.376 billion. Adjusting items that are typically excluded by securities analysts, the 2017 full year adjusted net income attributable to Chesapeake was $742 million, or $0.82 per diluted share, while the company's adjusted EBITDA was $2.160 billion. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 12 - 16 of this release.
Chesapeake's oil, natural gas and NGL unhedged revenue increased by 18 percent year over year due to an increase in average price despite a 14 percent reduction in production volumes sold. Average daily production for 2017 of approximately 547,800 boe increased by 3 percent compared to 2016 levels, adjusted for asset sales, and consisted of approximately 89,500 barrels (bbls) of oil, 2.406 billion cubic feet (bcf) of natural gas and 57,300 bbls of NGL.
During the full year production expenses were $2.81 per boe, while general and administrative expenses (including stock-based compensation) were $1.31 per boe. Combined production and general and administrative expenses during the 2017 full year were $4.12 per boe, an increase of 1 percent year over year. Gathering, processing, and transportation expenses during the 2017 full year were $7.36 per boe, a decrease of 8 percent year over year.
2017 Fourth Quarter Results
For the 2017 fourth quarter, Chesapeake reported net income of $334 million and net income available to common stockholders of $309 million, or $0.33 per diluted share. The company's EBITDA for the 2017 fourth quarter was $764 million. Adjusting for items that are typically excluded by securities analysts, the 2017 fourth quarter adjusted net income attributable to Chesapeake was $314 million, or $0.30 per diluted share, while the company's adjusted EBITDA was $706 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 12 - 16 of this release.
Chesapeake's oil, natural gas and NGL unhedged revenue in the fourth quarter increased 16 percent year over year due to a 3 percent increase in volumes and an increase in commodity prices. Average daily production for the 2017 fourth quarter of approximately 593,200 boe increased by 15 percent over 2016 fourth quarter levels and 10 percent sequentially, adjusted for asset sales, and consisted of approximately 99,900 bbls of oil, 2.603 bcf of natural gas and 59,500 bbls of NGL.
Production expenses during the 2017 fourth quarter were $2.50 per boe, while general and administrative expenses (including stock-based compensation) during the 2017 fourth quarter were $1.34 per boe. Combined production and general and administrative expenses during the 2017 fourth quarter were $3.84 per boe, a decrease of 10 percent year over year and a decrease of 7 percent quarter over quarter. Gathering, processing, and transportation expenses during the 2017 fourth quarter were $7.15 per boe, a decrease of 10 percent year over year and a decrease of 3 percent quarter over quarter.
Capital Spending Overview
Chesapeake's total capital investments were approximately $2.458 billion during the 2017 full year, compared to approximately $1.697 billion in the 2016 full year. A summary of the company's 2017 and 2016 capital expenditures, as well as the current 2018 capital expenditure guidance, is provided in the table below.
2016 |
2017 |
2018 | |||||||||||
Operated activity comparison |
Q4 |
FY |
Q4 |
FY |
Outlook | ||||||||
Average rig count |
12 |
10 |
14 |
17 |
14 - 16 | ||||||||
Gross wells spud |
60 |
213 |
66 |
341 |
275 - 300 | ||||||||
Gross wells completed |
82 |
365 |
101 |
417 |
320 - 350 | ||||||||
Gross wells connected |
110 |
428 |
118 |
411 |
320 - 350 | ||||||||
Type of cost ($ in millions) |
|||||||||||||
Drilling and completion costs |
$ |
365 |
$ |
1,316 |
$ |
462 |
$ |
2,190 |
$1,700 - $2,050 | ||||
Exploration costs, leasehold and additions to other PP&E |
38 |
130 |
15 |
74 |
$100 - $150 | ||||||||
Subtotal capital expenditures |
$ |
403 |
$ |
1,446 |
$ |
477 |
$ |
2,264 |
$1,800 - $2,200 | ||||
Capitalized interest |
60 |
251 |
46 |
194 |
175 | ||||||||
Total capital expenditures |
$ |
463 |
$ |
1,697 |
$ |
523 |
$ |
2,458 |
$1,975 - $2,375 |
Balance Sheet and Liquidity
As of December 31, 2017, Chesapeake's principal debt balance was approximately $9.981 billion, compared to $9.989 billion as of December 31, 2016. The company's liquidity as of December 31, 2017 was approximately $2.893 billion, which included cash on hand and undrawn borrowing capacity of approximately $2.888 billion under the company's senior secured revolving credit facility. As of December 31, 2017, the company had $781 million of outstanding borrowings under the revolving credit facility and had used $116 million of the revolving credit facility for various letters of credit.
The company recently signed additional asset sales agreements for properties in the Mid-Continent, including our Mississippian Lime assets, for approximately $500 million in proceeds that we expect to close by the end of the 2018 second quarter. In addition, the company sold approximately 4.3 million shares of FTS International, Inc. (NYSE: FTSI) for approximately $74 million in net proceeds and continues to hold approximately 22.0 million shares in the publicly traded company. FTSI is a provider of hydraulic fracturing services in North America and a company in which Chesapeake has owned a significant stake since 2006. FTSI completed its initial public offering of common shares on February 6, 2018. The proceeds from these divestitures will go toward reducing Chesapeake's outstanding borrowings under its revolving credit facility, to repurchase high coupon debt to reduce annual interest expense, based on market conditions.
Operations Update
Chesapeake's average daily production for the 2017 full year was approximately 547,800 boe compared to approximately 635,400 boe in the 2016 full year. A summary of the company's 2017 average daily production and average daily sales prices received by the company's operating divisions can be found in the company's Form 10-K.
Chesapeake's average daily production for the 2017 fourth quarter was approximately 593,200 boe compared to approximately 574,500 boe in the 2016 fourth quarter. The following tables show average daily production and average daily sales prices received by the company's operating divisions for the 2017 fourth quarter.
Three Months Ended December 31, 2017 | |||||||||||||||||||||||||||
Oil |
Natural Gas |
NGL |
Total | ||||||||||||||||||||||||
mbbl |
$/bbl |
mmcf |
$/mcf |
mbbl |
$/bbl |
mboe |
% |
$/boe | |||||||||||||||||||
Marcellus |
— |
— |
834 |
2.23 |
— |
— |
139 |
23 |
13.36 |
||||||||||||||||||
Haynesville |
— |
— |
930 |
2.72 |
— |
— |
155 |
26 |
16.41 |
||||||||||||||||||
Eagle Ford |
66 |
59.62 |
150 |
3.12 |
21 |
27.09 |
112 |
19 |
44.38 |
||||||||||||||||||
Utica |
11 |
51.20 |
477 |
2.70 |
25 |
29.96 |
115 |
20 |
22.48 |
||||||||||||||||||
Mid-Continent |
16 |
53.99 |
167 |
2.49 |
10 |
26.42 |
54 |
9 |
28.50 |
||||||||||||||||||
Powder River Basin |
7 |
54.36 |
45 |
2.90 |
3 |
33.30 |
18 |
3 |
34.83 |
||||||||||||||||||
Total |
100 |
57.42 |
2,603 |
2.57 |
59 |
28.54 |
593 |
100 |
% |
23.81 |
In the Powder River Basin (PRB), strong results from Chesapeake's latest well placed on production in the Turner formation provides additional confirmation of the PRB's potential resource. In December 2017, the LEBAR 15-34-69 A TR 22H well was placed on production in the gas condensate window of the Turner with a lateral length of approximately 10,100 feet. This well reached a peak rate of 2,600 boe per day (50% oil) and has cumulatively produced 115,000 boe (50% oil) in its first 60 days of production. The LEBAR well is currently producing approximately 2,000 boe per day (45% oil) with a flowing tubing pressure of 2,600 psi after approximately 80 days on production. Chesapeake's seventh producing well targeting the Turner formation, the BB 35-35-72 USA A TR 21H, was completed with a 9,677-foot lateral and is scheduled to be placed on production next week. In January 2018, Chesapeake placed three wells on production from the Sussex formation, averaging approximately 6,895 feet in lateral length, and achieving an average peak rate of 880 boe per day (90% oil), while still cleaning up. Chesapeake added a third rig in October 2017 and expects to add a fourth rig in April 2018. Chesapeake expects to place on production up to 33 wells in 2018, compared to 25 wells in 2017.
In the Eagle Ford Shale in south Texas, Chesapeake is currently utilizing five drilling rigs and expects to place on production up to 140 wells in 2018, compared to 166 wells in 2017.
In the Marcellus Shale in northeast Pennsylvania, Chesapeake is currently utilizing one drilling rig and expects to place on production up to 55 wells in 2018, compared to 43 wells in 2017. Chesapeake expects to keep its total gross operated production from the region effectively flat compared to 2017 at approximately 2.1 bcf per day.
In the Haynesville Shale in Louisiana, Chesapeake is currently utilizing three drilling rigs and expects to place on production up to 25 wells in 2018, compared to 36 wells in 2017. In December 2017, Chesapeake placed the Nabors 13&12-10-13 1HC well on production from the Bossier formation, its first ever Bossier horizontal well with a lateral length of more than 10,000 feet, which achieved a peak rate of 35.8 million cubic feet of gas per day.
In the Utica Shale in northeast Ohio, Chesapeake is currently utilizing two drilling rigs and expects to place on production up to 40 wells in 2018, compared to 67 wells in 2017.
In the company's Mid-Continent operating area in Oklahoma, Chesapeake is currently utilizing one drilling rig and expects to place on production up to 40 wells in 2018, compared to 71 wells in 2017. Chesapeake expects to spud its first horizontal well targeting the Chester formation in Woods County in May 2018 and its first horizontal well targeting the Hunton formation in June 2018. If successful, Chesapeake could drill up to 10 additional Chester and Hunton tests in 2018.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2017 fourth quarter and full year as compared to results in prior periods.
Three Months Ended |
Full Year Ended | ||||||||||
12/31/17 |
12/31/16 |
12/31/17 |
12/31/16 | ||||||||
Barrels of oil equivalent production (in mmboe) |
55 |
53 |
200 |
233 |
|||||||
Oil production (in mmbbls) |
9 |
8 |
33 |
33 |
|||||||
Average realized oil price ($/bbl)(a) |
56.47 |
47.37 |
53.19 |
43.58 |
|||||||
Natural gas production (in bcf) |
239 |
236 |
878 |
1,049 |
|||||||
Average realized natural gas price ($/mcf)(a) |
2.76 |
2.41 |
2.75 |
2.20 |
|||||||
NGL production (in mmbbls) |
5 |
5 |
21 |
24 |
|||||||
Average realized NGL price ($/bbl)(a) |
27.98 |
20.90 |
22.98 |
14.43 |
|||||||
Production expenses ($/boe) |
2.50 |
2.98 |
2.81 |
3.05 |
|||||||
Gathering, processing and transportation expenses ($/boe) |
7.15 |
7.92 |
7.36 |
7.98 |
|||||||
Oil - ($/bbl) |
3.90 |
3.87 |
3.94 |
3.61 |
|||||||
Natural Gas - ($/mcf) |
1.30 |
1.46 |
1.34 |
1.47 |
|||||||
NGL - ($/bbl) |
7.83 |
8.05 |
7.88 |
7.83 |
|||||||
Production taxes ($/boe) |
0.45 |
0.38 |
0.44 |
0.32 |
|||||||
General and administrative expenses ($/boe)(b) |
1.19 |
1.11 |
1.13 |
0.87 |
|||||||
General and administrative expenses (stock-based compensation) (non-cash) ($/boe) |
0.15 |
0.17 |
0.18 |
0.16 |
|||||||
DD&A of oil and natural gas properties ($/boe) |
5.23 |
4.03 |
4.56 |
4.31 |
|||||||
DD&A of other assets ($/boe) |
0.37 |
0.40 |
0.41 |
0.45 |
|||||||
Interest expense ($/boe)(a) |
2.25 |
1.61 |
2.11 |
1.18 |
|||||||
Marketing, gathering and compression net margin($ in millions) |
(4) |
(25) |
(87) |
(194) |
|||||||
Net cash provided by (used in) operating activities ($ in millions) |
472 |
(254) |
745 |
(204) |
|||||||
Net cash provided by (used in) operating activities ($/boe) |
8.65 |
(4.79) |
3.73 |
(0.88) |
|||||||
Operating cash flow ($ in millions)(c) |
577 |
(107) |
1,216 |
557 |
|||||||
Operating cash flow ($/boe) |
10.57 |
(2.02) |
6.09 |
2.39 |
|||||||
Net income (loss) ($ in millions) |
334 |
(341) |
953 |
(4,399) |
|||||||
Net income (loss) available to common stockholders ($ in millions) |
309 |
(740) |
813 |
(4,915) |
|||||||
Net income (loss) per share available to common stockholders – diluted ($) |
0.33 |
(0.83) |
0.90 |
(6.43) |
|||||||
Adjusted EBITDA ($ in millions)(d) |
706 |
385 |
2,160 |
1,350 |
|||||||
Adjusted EBITDA ($/boe) |
12.94 |
7.26 |
10.80 |
5.79 |
|||||||
Adjusted net income (loss) attributable to Chesapeake ($ in millions)(e) |
314 |
64 |
742 |
(31) |
|||||||
Adjusted net income (loss) attributable to Chesapeake per share - diluted ($ in millions)(f) |
0.30 |
0.07 |
0.82 |
(0.03) |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Consolidated Statement of Operations. |
(c) |
Defined as cash flow provided by operating activities before changes in components of working capital and other assets and liabilities. This is a non-GAAP measure. See reconciliation to cash provided by (used in) operating activities on page 14. |
(d) |
Defined as net income (loss) before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 16. This is a non-GAAP measure. See reconciliation of net income (loss) to EBITDA on page 14 and reconciliation of EBITDA to adjusted EBITDA on page 16. |
(e) |
Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on pages 12 - 13. This is a non-GAAP measure. See reconciliation of net income to adjusted net income (loss) available to Chesapeake on pages 12-13. |
(f) |
Our presentation of diluted adjusted net income (loss) attributable to Chesapeake per share excludes 60 million and 211 million shares for the three months ended December 31, 2017 and 2016, respectively, and 207 million and 247 million shares for the years ended December 31,2017 and 2016, respectively, considered antidilutive when calculating diluted earnings per share. |
2017 Fourth Quarter and Year-End Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Thursday, February 22, 2018 at 9:00 am EDT. The telephone number to access the conference call is 719-325-4837 or toll-free 877-419-6600. The passcode for the call is 4866677. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 4866677. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, anticipated timing of wells to be placed into production, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, the expected use of proceeds of anticipated asset sales, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | |||||||||||||||
Three Months Ended |
Years Ended | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
REVENUES: |
|||||||||||||||
Oil, natural gas and NGL |
$ |
1,258 |
$ |
678 |
$ |
4,985 |
$ |
3,288 |
|||||||
Marketing, gathering and compression |
1,261 |
1,343 |
4,511 |
4,584 |
|||||||||||
Total Revenues |
2,519 |
2,021 |
9,496 |
7,872 |
|||||||||||
OPERATING EXPENSES: |
|||||||||||||||
Oil, natural gas and NGL production |
136 |
158 |
562 |
710 |
|||||||||||
Oil, natural gas and NGL gathering, processing and transportation |
390 |
419 |
1,471 |
1,855 |
|||||||||||
Production taxes |
25 |
20 |
89 |
74 |
|||||||||||
Marketing, gathering and compression |
1,265 |
1,368 |
4,598 |
4,778 |
|||||||||||
General and administrative |
73 |
68 |
262 |
240 |
|||||||||||
Restructuring and other termination costs |
— |
3 |
— |
6 |
|||||||||||
Provision for legal contingencies, net |
(73) |
11 |
(38) |
123 |
|||||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
286 |
212 |
913 |
1,003 |
|||||||||||
Depreciation and amortization of other assets |
20 |
21 |
82 |
104 |
|||||||||||
Impairment of oil and natural gas properties |
— |
— |
— |
2,564 |
|||||||||||
Impairments of fixed assets and other |
(5) |
43 |
421 |
838 |
|||||||||||
Net gains on sales of fixed assets |
(3) |
(7) |
(3) |
(12) |
|||||||||||
Total Operating Expenses |
2,114 |
2,316 |
8,357 |
12,283 |
|||||||||||
INCOME (LOSS) FROM OPERATIONS |
405 |
(295) |
1,139 |
(4,411) |
|||||||||||
OTHER INCOME (EXPENSE): |
|||||||||||||||
Interest expense |
(124) |
(99) |
(426) |
(296) |
|||||||||||
Losses on investments |
— |
(5) |
— |
(8) |
|||||||||||
Loss on sale of investment |
— |
— |
— |
(10) |
|||||||||||
Impairments of investments |
— |
(119) |
— |
(119) |
|||||||||||
Gains (losses) on purchases or exchanges of debt |
50 |
(19) |
233 |
236 |
|||||||||||
Other income |
3 |
6 |
9 |
19 |
|||||||||||
Total Other Expense |
(71) |
(236) |
(184) |
(178) |
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
334 |
(531) |
955 |
(4,589) |
|||||||||||
INCOME TAX EXPENSE (BENEFIT): |
|||||||||||||||
Current income taxes |
(11) |
(19) |
(9) |
(19) |
|||||||||||
Deferred income taxes |
11 |
(171) |
11 |
(171) |
|||||||||||
Total Income Tax Expense (Benefit) |
— |
(190) |
2 |
(190) |
|||||||||||
NET INCOME (LOSS) |
334 |
(341) |
953 |
(4,399) |
|||||||||||
Net (income) loss attributable to noncontrolling interests |
(1) |
(1) |
(4) |
9 |
|||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE |
333 |
(342) |
949 |
(4,390) |
|||||||||||
Preferred stock dividends |
(23) |
30 |
(85) |
(97) |
|||||||||||
Loss on exchange of preferred stock |
— |
(428) |
(41) |
(428) |
|||||||||||
Earnings allocated to participating securities |
(1) |
— |
(10) |
— |
|||||||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS |
$ |
309 |
$ |
(740) |
$ |
813 |
$ |
(4,915) |
|||||||
EARNINGS (LOSS) PER COMMON SHARE: |
|||||||||||||||
Basic |
$ |
0.34 |
$ |
(0.83) |
$ |
0.90 |
$ |
(6.43) |
|||||||
Diluted |
$ |
0.33 |
$ |
(0.83) |
$ |
0.90 |
$ |
(6.43) |
|||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
|||||||||||||||
Basic |
907 |
887 |
906 |
764 |
|||||||||||
Diluted |
1,053 |
887 |
906 |
764 |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | |||||||
December 31, |
December 31, | ||||||
Cash and cash equivalents |
$ |
5 |
$ |
882 |
|||
Other current assets |
1,520 |
1,260 |
|||||
Total Current Assets |
1,525 |
2,142 |
|||||
Property and equipment, net |
10,680 |
10,609 |
|||||
Other long-term assets |
220 |
277 |
|||||
Total Assets |
$ |
12,425 |
$ |
13,028 |
|||
Current liabilities |
$ |
2,356 |
$ |
3,648 |
|||
Long-term debt, net |
9,921 |
9,938 |
|||||
Other long-term liabilities |
520 |
645 |
|||||
Total Liabilities |
12,797 |
14,231 |
|||||
Preferred stock |
1,671 |
1,771 |
|||||
Noncontrolling interests |
124 |
128 |
|||||
Common stock and other stockholders' equity (deficit) |
(2,167) |
(3,102) |
|||||
Total Equity (Deficit) |
(372) |
(1,203) |
|||||
Total Liabilities and Equity |
$ |
12,425 |
$ |
13,028 |
|||
Common shares outstanding (in millions) |
909 |
896 |
|||||
Principal amount of debt outstanding |
$ |
9,981 |
$ |
9,989 |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE (unaudited) | |||||||||||||||
Three Months Ended |
Years Ended | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
Net Production: |
|||||||||||||||
Oil (mmbbl) |
9 |
8 |
33 |
33 |
|||||||||||
Natural gas (bcf) |
239 |
236 |
878 |
1,049 |
|||||||||||
NGL (mmbbl) |
5 |
5 |
21 |
24 |
|||||||||||
Oil equivalent (mmboe) |
55 |
53 |
200 |
233 |
|||||||||||
Average daily production (mboe) |
593 |
575 |
548 |
635 |
|||||||||||
Oil, natural gas and NGL Sales ($ in millions): |
|||||||||||||||
Oil sales |
$ |
528 |
$ |
399 |
$ |
1,668 |
$ |
1,351 |
|||||||
Oil derivatives – realized gains (losses)(a) |
(9) |
(5) |
70 |
97 |
|||||||||||
Oil derivatives – unrealized gains (losses)(a) |
(179) |
(101) |
(134) |
(318) |
|||||||||||
Total oil sales |
340 |
293 |
1,604 |
1,130 |
|||||||||||
Natural gas sales |
615 |
610 |
2,422 |
2,155 |
|||||||||||
Natural gas derivatives – realized gains (losses)(a) |
44 |
(41) |
(9) |
151 |
|||||||||||
Natural gas derivatives – unrealized gains (losses)(a) |
105 |
(296) |
489 |
(500) |
|||||||||||
Total natural gas sales |
764 |
273 |
2,902 |
1,806 |
|||||||||||
NGL sales |
156 |
113 |
484 |
360 |
|||||||||||
NGL derivatives – realized gains (losses)(a) |
(3) |
(3) |
(4) |
(8) |
|||||||||||
NGL derivatives – unrealized gains (losses)(a) |
1 |
2 |
(1) |
— |
|||||||||||
Total NGL sales |
154 |
112 |
479 |
352 |
|||||||||||
Total oil, natural gas and NGL sales |
$ |
1,258 |
$ |
678 |
$ |
4,985 |
$ |
3,288 |
|||||||
Average Sales Price of Production: |
|||||||||||||||
Oil ($ per bbl) |
$ |
57.42 |
$ |
47.95 |
$ |
51.03 |
$ |
40.65 |
|||||||
Natural gas ($ per mcf) |
$ |
2.57 |
$ |
2.59 |
$ |
2.76 |
$ |
2.05 |
|||||||
NGL ($ per bbl) |
$ |
28.54 |
$ |
21.54 |
$ |
23.18 |
$ |
14.76 |
|||||||
Oil equivalent ($ per boe) |
$ |
23.81 |
$ |
21.24 |
$ |
22.88 |
$ |
16.63 |
|||||||
Average Sales Price (including realized gains (losses) on derivatives): |
|||||||||||||||
Oil ($ per bbl) |
$ |
56.47 |
$ |
47.37 |
$ |
53.19 |
$ |
43.58 |
|||||||
Natural gas ($ per mcf) |
$ |
2.76 |
$ |
2.41 |
$ |
2.75 |
$ |
2.20 |
|||||||
NGL ($ per bbl) |
$ |
27.98 |
$ |
20.90 |
$ |
22.98 |
$ |
14.43 |
|||||||
Oil equivalent ($ per boe) |
$ |
24.41 |
$ |
20.30 |
$ |
23.17 |
$ |
17.66 |
|||||||
Interest Expense ($ in millions): |
|||||||||||||||
Interest expense(b) |
$ |
123 |
$ |
87 |
$ |
425 |
$ |
286 |
|||||||
Interest rate derivatives – realized (gains) losses(c) |
— |
(2) |
(3) |
(11) |
|||||||||||
Interest rate derivatives – unrealized (gains) losses(c) |
1 |
14 |
4 |
21 |
|||||||||||
Total Interest Expense |
$ |
124 |
$ |
99 |
$ |
426 |
$ |
296 |
(a) |
Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains (losses) related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains (losses) during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include interest rate derivative settlements related to current period interest and the effect of (gains) losses on early-terminated trades. Settlements of early-terminated trades are reflected in realized (gains) losses over the original life of the hedged item. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended |
Years Ended | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
Beginning cash and cash equivalents |
$ |
5 |
$ |
4 |
$ |
882 |
$ |
825 |
|||||||
Net cash provided by (used in) operating activities |
472 |
(254) |
745 |
(204) |
|||||||||||
Cash flows from investing activities: |
|||||||||||||||
Drilling and completion costs(a) |
(589) |
(347) |
(2,186) |
(1,295) |
|||||||||||
Acquisitions of proved and unproved properties(b) |
(59) |
(205) |
(285) |
(788) |
|||||||||||
Proceeds from divestitures of proved and unproved properties |
56 |
418 |
1,249 |
1,406 |
|||||||||||
Additions to other property and equipment(c) |
(9) |
(5) |
(21) |
(37) |
|||||||||||
Proceeds from sales of other property and equipment |
15 |
61 |
55 |
131 |
|||||||||||
Cash paid for title defects |
— |
— |
— |
(69) |
|||||||||||
Other |
— |
(3) |
— |
(8) |
|||||||||||
Net cash used in investing activities |
(586) |
(81) |
(1,188) |
(660) |
|||||||||||
Net cash provided by (used in) financing activities |
114 |
1,213 |
(434) |
921 |
|||||||||||
Change in cash and cash equivalents |
— |
878 |
(877) |
57 |
|||||||||||
Ending cash and cash equivalents |
$ |
5 |
$ |
882 |
$ |
5 |
$ |
882 |
(a) |
Includes capitalized interest of $2 million and $2 million for the three months ended December 31, 2017 and 2016, respectively. Includes capitalized interest of $9 million and $6 million for the years ended December 31, 2017 and 2016, respectively |
(b) |
Includes capitalized interest of $44 million and $56 million for the three months ended December 31, 2017 and 2016, respectively. Includes capitalized interest of $184 million and $236 million for the years ended December 31, 2017 and 2016, respectively. |
(c) |
Includes capitalized interest of $0 and $1 million for the three months ended December 31, 2017 and 2016, respectively. Includes capitalized interest of $1 million and $1 million for the years ended December 31, 2017 and 2016, respectively. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended December 31, | |||||||||||||||
2017 |
2016 | ||||||||||||||
$ |
$/Share(b)(c) |
$ |
$/Share(b)(c) | ||||||||||||
Net income (loss) available to common stockholders (GAAP) |
$ |
309 |
$ |
0.34 |
$ |
(740) |
$ |
0.83 |
|||||||
Effect of dilutive securities |
35 |
— |
|||||||||||||
Diluted earnings (loss) per common stockholder (GAAP) |
$ |
344 |
$ |
0.33 |
$ |
(740) |
$ |
(0.83) |
|||||||
Adjustments: |
|||||||||||||||
Unrealized losses on oil, natural gas and NGL derivatives |
73 |
0.07 |
395 |
0.45 |
|||||||||||
Restructuring and other termination costs |
— |
— |
3 |
— |
|||||||||||
Provision for legal contingencies, net |
(73) |
(0.07) |
11 |
0.01 |
|||||||||||
Impairments of fixed assets and other |
(5) |
— |
43 |
0.05 |
|||||||||||
Net gains on sales of fixed assets |
(3) |
— |
(7) |
(0.01) |
|||||||||||
Impairments of investments |
— |
— |
119 |
0.13 |
|||||||||||
(Gains) losses on purchases or exchanges of debt |
(50) |
(0.05) |
19 |
0.02 |
|||||||||||
Loss on exchange of preferred stock |
— |
— |
428 |
0.48 |
|||||||||||
Income tax expense (benefit)(a) |
— |
— |
(190) |
(0.21) |
|||||||||||
Other |
4 |
— |
13 |
0.01 |
|||||||||||
Adjusted net income available to common stockholders(b) (Non-GAAP) |
290 |
0.28 |
94 |
0.10 |
|||||||||||
Preferred stock dividends |
23 |
0.02 |
(30) |
(0.03) |
|||||||||||
Earnings allocated to participating securities |
1 |
— |
— |
— |
|||||||||||
Total adjusted net income attributable to Chesapeake(b) (c) (Non-GAAP) |
$ |
314 |
$ |
0.30 |
$ |
64 |
$ |
0.07 |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income for the three months ended December 31, 2017. Our effective tax rate in the three months ended December 31, 2016 was 35.7%. | |
(b) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under GAAP, and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may vary among companies, our calculation of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | ||
(c) |
Our presentation of diluted net income (loss) available to common stockholders and diluted adjusted net income (loss) per share excludes 60 million and 211 million shares considered antidilutive for the three months ended December 31, 2017 and 2016, respectively and thus excluded from the calculation. The number of shares used for the non-GAAP calculation were determined in a manner consistent with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Years Ended December 31, | |||||||||||||||
2017 |
2016 | ||||||||||||||
$ |
$/Share(b)(c) |
$ |
$/Share(b)(c) | ||||||||||||
Net income (loss) available to common stockholders (GAAP) |
$ |
813 |
$ |
0.90 |
$ |
(4,915) |
(6.43) |
||||||||
Adjustments: |
|||||||||||||||
Unrealized losses (gains) on oil, natural gas and NGL derivatives |
(354) |
(0.39) |
818 |
1.07 |
|||||||||||
Unrealized losses on supply contract derivative |
— |
— |
297 |
0.39 |
|||||||||||
Restructuring and other termination costs |
— |
— |
6 |
0.01 |
|||||||||||
Provision for legal contingencies, net |
(38) |
(0.04) |
123 |
0.16 |
|||||||||||
Impairment of oil, natural gas and NGL properties |
— |
— |
2,564 |
3.36 |
|||||||||||
Impairments of fixed assets and other |
421 |
0.46 |
838 |
1.10 |
|||||||||||
Net gains on sales of fixed assets |
(3) |
— |
(12) |
(0.02) |
|||||||||||
Impairments of investments |
— |
— |
119 |
0.16 |
|||||||||||
Loss on sale of investment |
— |
— |
10 |
0.01 |
|||||||||||
Gains on purchases or exchanges of debt |
(233) |
(0.26) |
(236) |
(0.31) |
|||||||||||
Loss on exchange of preferred stock |
41 |
0.04 |
428 |
0.56 |
|||||||||||
Income tax expense (benefit)(a) |
— |
— |
(190) |
(0.25) |
|||||||||||
Other |
— |
— |
22 |
0.03 |
|||||||||||
Adjusted net income (loss) available to common stockholders(b) (Non-GAAP) |
647 |
0.71 |
(128) |
(0.16) |
|||||||||||
Preferred stock dividends |
85 |
0.10 |
— |
— |
|||||||||||
Earnings allocated to participating securities |
10 |
0.01 |
97 |
0.13 |
|||||||||||
Total adjusted net income (loss) attributable to Chesapeake(b) (c) (Non-GAAP) |
$ |
742 |
$ |
0.82 |
$ |
(31) |
$ |
(0.03) |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income for the year ended December 31, 2017. Our effective tax rate in the year ended December 31, 2016 was 4.1%. | |
(b) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to, or more meaningful than, net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Because adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake exclude some, but not all, items that affect net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may vary among companies, our calculation of adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake may not be comparable to similarly titled financial measures of other companies. | ||
(c) |
Our presentation of diluted net income (loss) available to common stockholders and diluted adjusted net income (loss) attributable to Chesapeake per share excludes 207 million and 247 million shares considered antidilutive for the years ended December 31, 2017 and 2016, respectively and thus excluded from the calculation. The number of shares used for the non-GAAP calculation were determined in a manner consistent with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended |
Years Ended | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (GAAP) |
$ |
472 |
$ |
(254) |
$ |
745 |
$ |
(204) |
|||||||
Changes in components of working capital and other assets and liabilities |
105 |
147 |
471 |
761 |
|||||||||||
OPERATING CASH FLOW (Non-GAAP)(a) |
$ |
577 |
$ |
(107) |
$ |
1,216 |
$ |
557 |
|||||||
Three Months Ended |
Years Ended | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
NET INCOME (LOSS) (GAAP) |
$ |
334 |
$ |
(341) |
$ |
953 |
$ |
(4,399) |
|||||||
Interest expense |
124 |
99 |
426 |
296 |
|||||||||||
Income tax expense (benefit) |
— |
(190) |
2 |
(190) |
|||||||||||
Depreciation and amortization of other assets |
20 |
21 |
82 |
104 |
|||||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
286 |
212 |
913 |
1,003 |
|||||||||||
EBITDA (Non-GAAP)(b) |
$ |
764 |
$ |
(199) |
$ |
2,376 |
$ |
(3,186) |
|||||||
Three Months Ended |
Years Ended | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (GAAP) |
$ |
472 |
$ |
(254) |
$ |
745 |
$ |
(204) |
|||||||
Changes in assets and liabilities |
105 |
147 |
471 |
761 |
|||||||||||
Interest expense, net of unrealized gains (losses) on derivatives |
123 |
85 |
422 |
275 |
|||||||||||
Gains (losses) on oil, natural gas and NGL derivatives, net |
(41) |
(444) |
411 |
(578) |
|||||||||||
Losses on supply contract derivative, net |
— |
— |
— |
(151) |
|||||||||||
Cash (receipts) payments on derivative settlements, net |
(28) |
39 |
18 |
(448) |
|||||||||||
Renegotiation of natural gas gathering contract |
— |
49 |
— |
115 |
|||||||||||
Stock-based compensation |
(11) |
(12) |
(49) |
(52) |
|||||||||||
Restructuring and other termination costs |
— |
(2) |
— |
(3) |
|||||||||||
Provision for legal contingencies, net |
77 |
(10) |
42 |
(87) |
|||||||||||
Impairment of oil and natural gas properties |
— |
— |
— |
(2,564) |
|||||||||||
Impairments of fixed assets and other |
5 |
318 |
(4) |
(467) |
|||||||||||
Net gains on sales of fixed assets |
3 |
7 |
3 |
12 |
|||||||||||
Investment activity |
— |
(5) |
— |
(18) |
|||||||||||
Impairments of investments |
— |
(119) |
— |
(119) |
|||||||||||
Gains (losses) on purchases or exchanges of debt |
50 |
(19) |
235 |
236 |
|||||||||||
Other items |
9 |
21 |
82 |
106 |
|||||||||||
EBITDA (Non-GAAP)(b) |
$ |
764 |
$ |
(199) |
$ |
2,376 |
$ |
(3,186) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in components of working capital and other. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP and provides useful information to investors for analysis of the Company's ability to generate cash to fund exploration and development, and to service debt. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. Because operating cash flow excludes some, but not all, items that affect net cash provided by operating activities and may vary among companies, our calculation of operating cash flow may not be comparable to similarly titled measures of other companies. The increase in operating cash flow for the three months ended December 31, 2017 is mainly due to an increase in prices and volumes. Operating cash flow for the year ended December 31, 2017 includes $290 million paid to assign an oil transportation agreement to a third party and $126 million paid to terminate future natural gas transportation commitments. |
(b) |
EBITDA represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance (or liquidity) under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
Three Months Ended |
Years Ended | ||||||||||||||
2017 |
2016 |
2017 |
2016 | ||||||||||||
EBITDA (Non-GAAP) |
$ |
764 |
$ |
(199) |
$ |
2,376 |
$ |
(3,186) |
|||||||
Adjustments: |
|||||||||||||||
Unrealized losses (gains) on oil, natural gas and NGL derivatives |
73 |
395 |
(354) |
818 |
|||||||||||
Unrealized losses on supply contract derivative |
— |
— |
— |
297 |
|||||||||||
Restructuring and other termination costs |
— |
3 |
— |
6 |
|||||||||||
Provision for legal contingencies, net |
(73) |
11 |
(38) |
123 |
|||||||||||
Impairment of oil and natural gas properties |
— |
— |
— |
2,564 |
|||||||||||
Impairments of fixed assets and other |
(5) |
43 |
421 |
838 |
|||||||||||
Net gains on sales of fixed assets |
(3) |
(7) |
(3) |
(12) |
|||||||||||
Impairments of investments |
— |
119 |
— |
119 |
|||||||||||
Loss on sale of investment |
— |
— |
— |
10 |
|||||||||||
(Gains) losses on purchases or exchanges of debt |
(50) |
19 |
(233) |
(236) |
|||||||||||
Net loss (income) attributable to noncontrolling interests |
(1) |
(1) |
(4) |
9 |
|||||||||||
Other |
1 |
2 |
(5) |
— |
|||||||||||
Adjusted EBITDA (Non-GAAP)(a) |
$ |
706 |
$ |
385 |
$ |
2,160 |
$ |
1,350 |
(a) |
Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to EBITDA because: | |
(i) |
Management uses adjusted EBITDA to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted EBITDA is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. Because adjusted EBITDA excludes some, but not all, items that affect net income (loss from continuing operations) attributable to common stockholders, our calculations of adjusted EBITDA may not be comparable to similarly titled measures of other companies. |
CHESAPEAKE ENERGY CORPORATION | |||
Mmboe(a) | |||
Beginning balance, December 31, 2016 |
1,708 |
||
Production |
(200) |
||
Extensions, discoveries and other additions |
723 |
||
Revisions of previous estimates |
(252) |
||
Sale of reserves in-place |
(71) |
||
Purchase of reserves in-place |
4 |
||
Ending balance, December 31, 2017 |
1,912 |
||
Proved reserves growth rate before acquisitions and divestitures |
16 |
% | |
Proved reserves growth rate after acquisitions and divestitures |
12 |
% | |
Proved developed reserves |
1,116 |
||
Proved developed reserves percentage |
58 |
% | |
Standardized measure of discounted future net cash flows ($ in millions) (GAAP) |
$ |
7,490 |
|
Add: Present value of future income taxes discounted at 10% per annum(a) |
— |
||
PV-10 ($ in millions)(a) (Non-GAAP) |
$ |
7,490 |
(a) |
Reserve volumes and PV-10 value estimated using SEC reserve recognition standards and pricing assumptions based on the trailing 12-month average first-day-of-the-month prices as of December 31, 2017 of $51.34 per bbl of oil and $2.98 per mcf of natural gas, before basis differential adjustments. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax. The table above shows the reconciliation of PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure for the year ended December 31, 2017. Future income taxes in the calculation of the standardized measure of discounted future net cash flows were zero as of December 31, 2017, as the historical tax basis of proved oil and gas properties, net of operating loss carryforwards, and future tax deductions exceeded the undiscounted future net cash flows before income taxes of the Company's proved oil and gas reserves as of December 31, 2017. |
CHESAPEAKE ENERGY CORPORATION | ||||
PV-9 – December 31, 2017 @ NYMEX Strip |
$ |
8,026 |
||
Less: Change in discount factor from 9 to 10 |
(386) |
|||
PV-10 – December 31, 2017 @ NYMEX Strip |
7,640 |
|||
Less: Change in pricing assumption from NYMEX Strip to SEC |
(150) |
|||
PV-10 – December 31, 2017 @ SEC |
7,490 |
|||
Less: Present value of future income tax discounted at 10% |
— |
|||
Standardized measure of discounted future cash flows – December 31, 2017(a) |
$ |
7,490 |
(a) |
PV-9 is a non-GAAP metric used in the determination of the value of collateral under Chesapeake's credit facility. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax. The table above shows the reconciliation of PV-9 and PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure, for the year ended December 31, 2017. Management believes that PV-9 provides useful information to investors regarding the company's collateral position and that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, management believes the use of a pre-tax measure is valuable for evaluating the company. Neither PV-9 nor PV-10 should be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP. |
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF FEBRUARY 22, 2018 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. | |
Year Ending | |
Production Growth adjusted for asset sales(a) |
1% to 5% |
Absolute Production |
|
Liquids - mmbbls |
51.0 - 55.0 |
Oil - mmbbls |
31.0 - 33.0 |
NGL - mmbbls |
20.0 - 22.0 |
Natural gas - bcf |
825 - 875 |
Total absolute production - mmboe |
190 - 200 |
Absolute daily rate - mboe |
515 - 550 |
Estimated Realized Hedging Effects(b) (based on 2/16/18 strip prices): |
|
Oil - $/bbl |
($5.38) |
Natural gas - $/mcf |
$0.19 |
NGL - $/bbl |
$0.02 |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$1.00 - $1.20 |
Natural gas - $/mcf |
($0.10) - ($0.20) |
NGL - $/bbl |
($5.20) - ($5.60) |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.60 - $2.80 |
Gathering, processing and transportation expenses |
$6.95 - $7.65 |
Oil - $/bbl |
$3.90 - $4.10 |
Natural Gas - $/mcf |
$1.25 - $1.40 |
NGL - $/bbl |
$7.85 - $8.25 |
Production taxes |
$0.50 - $0.60 |
General and administrative(c) |
$1.25 - $1.35 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$5.00 - $6.00 |
Depreciation of other assets |
$0.35 - $0.45 |
Interest expense(d) |
$2.40 - $2.60 |
Marketing, gathering and compression net margin(e) |
($60) - ($40) |
Book Tax Rate |
0% |
Adjusted EBITDA, based on 2/16/18 strip prices ($ in millions)(f) |
$2,200 - $2,400 |
Capital Expenditures ($ in millions)(g) |
$1,800 - $2,200 |
Capitalized Interest ($ in millions) |
$175 |
Total Capital Expenditures ($ in millions) |
$1,975 - $2,375 |
(a) |
Based on 2017 production of 515 mboe per day, adjusted for 2017 asset sales and 2018 asset sales signed to date. |
(b) |
Includes expected settlements for oil, natural gas and NGL derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation, which are recorded in general and administrative expenses in Chesapeake's Consolidated Statement of Operations. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Excludes non-cash amortization of approximately $22 million related to the buydown of a transportation agreement. |
(f) |
Adjusted EBITDA is a non-GAAP measure used by management to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The most directly comparable GAAP measure is net income but, it is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP net income but that management does not believe to be representative of underlying business performance. The company further believes that providing estimates of the amounts that would be required to reconcile forecasted adjusted EBITDA to forecasted GAAP net income would imply a degree of precision that may be confusing or misleading to investors. Items excluded from net income to arrive at adjusted EBITDA include interest expense, income taxes, and depreciation, depletion and amortization expense as well as one-time items or items whose timing or amount cannot be reasonably estimated. |
(g) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property, plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into oil, natural gas and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of February 22, 2018, including January and February derivative contracts that have settled, the company had downside price protection on a portion of its 2018 oil, natural gas and natural gas liquids production. Through swaps, the company had downside oil price protection at an average price of $52.87 per bbl, and under three-way collar arrangements based on an average bought put NYMEX price of $47.00 per bbl and exposure below an average sold put NYMEX price of $39.15 per bbl. Through swaps and two way collars, the company had downside gas price protection at an average price of $3.10 per mcf. Chesapeake also had downside ethane, propane and butane price protection through swaps at an average price of $0.28, $0.73 and $0.88 per gallon (as well as a portion of butane at 70.5% of WTI), respectively. Further details summarized below.
In addition, the company had downside protection, through open swaps on a portion of its 2019 oil production at an average price of $56.04 per bbl.
The company's crude oil hedging positions were as follows:
Open Crude Oil Swaps | ||||||||||
Open Swaps |
Avg. NYMEX |
Gains/Losses | ||||||||
Q1 2018 |
5,580 |
$ |
52.26 |
$ |
(1) |
|||||
Q2 2018 |
5,642 |
$ |
52.26 |
(1) |
||||||
Q3 2018 |
5,244 |
$ |
53.52 |
(1) |
||||||
Q4 2018 |
5,244 |
$ |
53.52 |
(1) |
||||||
Total 2018 |
21,710 |
$ |
52.87 |
$ |
(4) |
|||||
Total 2019 - 2022 |
3,273 |
$ |
56.04 |
$ |
(8) |
Crude Oil Net Written Call Options | |||||
Call Options |
Avg. NYMEX | ||||
Q3 2018 |
920 |
$ |
52.87 |
||
Q4 2018 |
920 |
$ |
52.87 |
||
Total 2018 |
1,840 |
$ |
52.87 |
Crude Oil Three-Way Collars | ||||||||||||||
Open Collars |
Avg. NYMEX |
Avg. NYMEX |
Avg. NYMEX | |||||||||||
Q1 2018 |
450 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q2 2018 |
455 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q3 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q4 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Total 2018 |
1,825 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
Oil Basis Protection Swaps | |||||
Volume |
Avg. NYMEX | ||||
Q1 2018 |
2,610 |
$ |
3.21 |
||
Q2 2018 |
2,639 |
$ |
3.21 |
||
Q3 2018 |
2,760 |
$ |
3.42 |
||
Q4 2018 |
2,760 |
$ |
3.42 |
||
Total 2018 |
10,769 |
$ |
3.32 |
The company's natural gas hedging positions were as follows:
Open Natural Gas Swaps | ||||||||||
Open Swaps |
Avg. NYMEX |
Losses | ||||||||
Q1 2018 |
174 |
$ |
3.44 |
$ |
(6) |
|||||
Q2 2018 |
118 |
$ |
2.92 |
(4) |
||||||
Q3 2018 |
120 |
$ |
2.94 |
(4) |
||||||
Q4 2018 |
120 |
$ |
3.00 |
(6) |
||||||
Total 2018 |
532 |
$ |
3.11 |
$ |
(20) |
|||||
Total 2019 - 2022 |
— |
$ |
— |
$ |
(49) |
Natural Gas Two-Way Collars | |||||||||
Open Collars |
Avg. NYMEX |
Avg. NYMEX | |||||||
Q1 2018 |
11 |
$ |
3.00 |
$ |
3.25 |
||||
Q2 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Q3 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Q4 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Total 2018 |
47 |
$ |
3.00 |
$ |
3.25 |
Natural Gas Net Written Call Options | |||||
Call Options |
Avg. NYMEX | ||||
Q1 2018 |
16 |
$ |
6.27 |
||
Q2 2018 |
16 |
$ |
6.27 |
||
Q3 2018 |
17 |
$ |
6.27 |
||
Q4 2018 |
17 |
$ |
6.27 |
||
Total 2018 |
66 |
$ |
6.27 |
||
Total 2019 – 2020 |
44 |
$ |
12.00 |
Natural Gas Basis Protection Swaps | |||||
Volume |
Avg. NYMEX | ||||
Q1 2018 |
24 |
$ |
(0.08) |
||
Q2 2018 |
18 |
$ |
(0.77) |
||
Q3 2018 |
17 |
$ |
(0.77) |
||
Q4 2018 |
6 |
$ |
(0.77) |
||
Total 2018 |
65 |
$ |
(0.52) |
The company's natural gas liquids hedging positions were as follows:
Open Ethane Swaps | |||||
Volume |
Avg. NYMEX Price | ||||
Q1 2018 |
3,780 |
$ |
0.28 |
||
Q2 2018 |
3,822 |
$ |
0.28 |
||
Total 2018 |
7,602 |
$ |
0.28 |
Open Propane Swaps | |||||
Volume |
Avg. NYMEX Price | ||||
Q1 2018 |
3,780 |
$ |
0.73 |
||
Q2 2018 |
3,822 |
$ |
0.73 |
||
Q3 2018 |
3,864 |
$ |
0.73 |
||
Q4 2018 |
3,864 |
$ |
0.73 |
||
Total 2018 |
15,330 |
$ |
0.73 |
Open Butane Swaps | |||||
Volume |
Avg. NYMEX Price | ||||
Q1 2018 |
1,323 |
$ |
0.88 |
||
Q2 2018 |
1,338 |
$ |
0.88 |
||
Q3 2018 |
1,352 |
$ |
0.88 |
||
Q4 2018 |
1,352 |
$ |
0.88 |
||
Total 2018 |
5,365 |
$ |
0.88 |
Open Butane Swaps Priced as a Percentage of WTI | ||||
Volume |
Avg. NYMEX as a | |||
Q1 2018 |
1,323 |
70.5 |
% | |
Q2 2018 |
1,337 |
70.5 |
% | |
Q3 2018 |
1,352 |
70.5 |
% | |
Q4 2018 |
1,352 |
70.5 |
% | |
Total 2018 |
5,364 |
70.5 |
% |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-2017-full-year-and-fourth-quarter-financial-and-operational-results-and-announces-2018-guidance-300602546.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 6, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today provided an update to certain operational results for the 2017 fourth quarter as well as recent asset divestiture activity. Highlights include:
Average daily production for the 2017 fourth quarter is currently projected to be approximately 593,000 barrels of oil equivalent (boe) per day, representing an increase of 15% year over year and 10% sequentially when adjusting for asset sales. This volume consisted of approximately 100,000 barrels of oil, 2.6 billion cubic feet of natural gas and 59,500 bbls of natural gas liquids per day. The increase in production was primarily driven by stronger oil production from the company's Eagle Ford operating area, as well as from significantly higher gas production from its Marcellus and Haynesville operating areas.
Additionally, the company signed three separate sales agreements in the 2017 fourth quarter and 2018 first quarter for properties in its Mid-Continent operating area for aggregate consideration of approximately $500 million. One of the dispositions closed in January 2018, while two are subject to certain customary closing adjustments and are expected to close by the end of the 2018 second quarter. Included in the sale are producing properties, related property, plant and equipment and undeveloped acreage in the company's Mississippian Lime operating area, resulting in an exit from the Mississippian Lime play of the northern Anadarko Basin, and other properties in central and western Oklahoma. In total, these proposed dispositions include approximately 238,000 net acres and 3,000 producing wells that are currently producing 23,000 boe per day (approximately 25% oil) net to Chesapeake. The company intends to use the proceeds from these divestitures to reduce outstanding borrowings under its revolving credit facility in the first half of 2018 or to repurchase higher coupon secured or unsecured debt to reduce annual interest expense, dependent upon market conditions.
FTS International (NYSE: FTSI), a provider of hydraulic fracturing services in North America and a company in which Chesapeake has owned a significant stake since 2006, completed its initial public offering of common shares on February 6, 2018. Chesapeake sold approximately 4.3 million shares in the initial public offering for approximately $78 million in proceeds (before underwriting fees and expenses) and continues to hold approximately 22.0 million shares in the publicly traded company.
As of December 31, 2017, Chesapeake had $781 million of outstanding borrowings under its revolving credit facility and had used $116 million of the revolving credit facility for various letters of credit. With cash on hand and available capacity under its revolving credit facility, the company had liquidity of approximately $2.9 billion as of December 31, 2017.
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "We continue to deliver on our strategy, with notable accomplishments in 2017, including fourth quarter oil production of 100,000 barrels per day and total production of 593,000 barrels of oil equivalent per day. We continue to demonstrate increased productivity and capital efficiency from our investments by delivering these production volumes with a fourth quarter capital spend of roughly $525 million, inclusive of capitalized interest. As a result, we currently expect cash flow before changes in working capital of more than $550 million for the 2017 fourth quarter, or approximately $470 million after changes in working capital.
"In 2018, we are committed to making meaningful progress in decreasing the amount of debt outstanding on our balance sheet and improving our margins. The pending sale of our Mississippian Lime and other Mid-continent assets, as well as our sale of approximately 4.3 million shares of FTSI, represent a strong start. We will continue to pursue additional asset divestitures in 2018 to further reduce debt and interest expense burden and accelerate value from properties that are presently not effectively competing for capital in our portfolio.
"Additionally, through disciplined capital spending, reducing our cycle times and cash costs, and improving our base production, we remain committed to achieving our goal of cash flow neutrality. To that end, we expect lower sequential production in the 2018 first quarter, as compared to the 2017 fourth quarter, as a result of a lower number of wells scheduled to be placed on production in January and February due to well production curtailments associated with recent extreme cold temperatures in several of our producing regions, and these planned asset sales. We currently forecast our 2018 production to build throughout the year, ultimately resulting in flat production growth on a year over year basis, but with lower capital spending. We will disclose more about our 2018 plan and guidance with earnings on February 22.
"We made significant progress across all areas of our company in 2017 and look forward to making 2018 a differential year for Chesapeake."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, highlights, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of inflation in oilfield services costs, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to improve base production, achieve cash flow neutrality and execute gas gathering, processing and transportation commitments), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include risks related to anticipated asset sales (e.g., satisfaction of closing conditions, purchase price adjustments and actions by purchasers), production growth, debt reduction and capital expenditures and those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges by Seventy Seven Energy Inc.'s (SSE) former creditors in connection with SSE's completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock; the effectiveness of our remediation plan for a material weakness; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-strong-production-for-2017-fourth-quarter-and-provides-update-on-recent-divestitures-300594511.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Jan. 19, 2018 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% |
5% |
5.75% |
5.75% (Series A) | |
NYSE Symbol |
CHK Pr D |
N/A |
N/A |
N/A |
Date of Original Issue |
September 14, 2005 |
November 8, 2005 |
May 17, 2010 |
May 17, 2010 |
Registered CUSIP |
165167842 |
165167826 |
165167768 |
165167750 |
144A CUSIP |
N/A |
165167834 |
165167776 |
165167784 |
RegS CUSIP |
N/A |
N/A |
U16450204 |
U16450113 |
Clean (no legends) CUSIP |
N/A |
N/A |
165167768 |
165167750 |
Par Value per Share |
$0.01 |
$0.01 |
$0.01 |
$0.01 |
Shares Outstanding |
2,558,900 |
1,810,667 |
770,528 |
463,363 |
Liquidation Preference per Share |
$100 |
$100 |
$1,000 |
$1,000 |
Record Date |
March 1, 2018 |
February 1, 2018 |
February 1, 2018 |
February 1, 2018 |
Payment Date |
March 15, 2018 |
February 15, 2018 |
February 15, 2018 |
February 15, 2018 |
Amount per Share |
$1.125 |
$1.25 |
$14.375 |
$14.375 |
Chesapeake will release its 2017 fourth quarter and year-end operational and financial results before market open on Thursday, February 22, 2018. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 719-325-4837 or toll-free 877-419-6600. The passcode for the call is 4866677. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 4866677. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 |
Gordon Pennoyer (405) 935-8878 |
6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Nov. 2, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2017 third quarter plus other recent developments. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "We continue to improve our capital efficiency and cost structure as we drive toward free cash flow neutrality. We have recognized greater productivity across our diverse portfolio through technical innovation and the tenacity of our employees and, accordingly, we are expanding our core position in every operated play. On October 30, 2017, total production reached 584,000 boe per day, including 99,000 barrels of oil and we remain on track to average 100,000 barrels of oil per day in the fourth quarter. As further evidence of our progress, we are pleased to announce the results of two new wells with enhanced completions in the Upper Marcellus that are producing at rates of approximately 30 million cubic feet of gas per day, exceeding expectations and competitive with our world class Lower Marcellus position."
Lawler continued, "As we look toward 2018, our priorities remain unchanged as we focus on further improving our balance sheet, increasing our margins and driving toward cash flow neutrality. While we have not announced details regarding our 2018 capital program, we will maintain a disciplined approach that provides the flexibility necessary to respond to changes in commodity prices. As of today, we anticipate spending less capital in 2018 than 2017 and, given our asset quality and industry-leading capital efficiency, we expect to deliver flat to modest production growth on a lower capital expenditure. We look forward to reporting more on our progress in the coming months."
2017 Third Quarter Results
For the 2017 third quarter, Chesapeake reported a net loss available to common stockholders of $41 million, or $0.05 per diluted share, while the company's EBITDA for the 2017 third quarter was $345 million. Adjusting for unrealized losses on commodity derivatives and other items that are typically excluded by securities analysts, the 2017 third quarter adjusted net income attributable to Chesapeake was $106 million, or $0.12 per diluted share, while the company's adjusted EBITDA was $468 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 12 – 18 of this release.
Chesapeake's oil, natural gas and natural gas liquids (NGL) unhedged revenue was approximately unchanged year over year despite a 15% reduction in volume, mainly driven by asset sales. Chesapeake's oil, natural gas and NGL unhedged revenue decreased 3% quarter over quarter due to a decrease in the average commodity prices for the company's natural gas production, partially offset by an increase in natural gas and NGL production volumes sold. Average daily production for the 2017 third quarter of approximately 541,600 barrels of oil equivalent (boe) increased by 4% sequentially, adjusted for asset sales, and consisted of approximately 86,000 barrels (bbls) of oil, 2.382 billion cubic feet (bcf) of natural gas and 58,600 bbls of NGL.
Average production expenses during the 2017 third quarter were $3.03 per boe, while general and administrative (G&A) expenses (including stock-based compensation) during the 2017 third quarter were $1.08 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2017 third quarter were $4.11 per boe, an increase of 6% year over year and a decrease of 6% quarter over quarter. Gathering, processing and transportation expenses during the 2017 third quarter were $7.40 per boe, a decrease of 8% year over year and a nominal decrease quarter over quarter.
Capital Spending Overview
Chesapeake's total capital investments were approximately $692 million during the 2017 third quarter, compared to approximately $667 million in the 2017 second quarter and $412 million in the 2016 third quarter. As a result of the company's year-to-date capital investment, along with its projected capital outlay in the 2017 fourth quarter, Chesapeake's current guidance range for total capital investments was raised to $2.3 to $2.5 billion from $2.1 to $2.5 billion. A summary of the company's guidance for 2017 is provided under "Management's Outlook as of November 2, 2017," beginning on page 20.
2017 |
2017 |
2016 | |||||||
Operated activity comparison |
Q3 |
Q2 |
Q3 | ||||||
Average rig count |
17 |
19 |
11 |
||||||
Gross wells spud |
86 |
102 |
63 |
||||||
Gross wells completed |
120 |
107 |
80 |
||||||
Gross wells connected |
122 |
94 |
105 |
||||||
Type of cost ($ in millions) |
|||||||||
Drilling and completion costs |
$ |
626 |
$ |
596 |
$ |
332 |
|||
Exploration costs, leasehold and additions to other PP&E |
17 |
24 |
21 |
||||||
Subtotal capital expenditures |
$ |
643 |
$ |
620 |
$ |
353 |
|||
Capitalized interest |
49 |
47 |
59 |
||||||
Total capital expenditures |
$ |
692 |
$ |
667 |
$ |
412 |
Balance Sheet and Liquidity
As of September 30, 2017, Chesapeake's principal debt balance was approximately $9.8 billion, compared to $10.0 billion as of December 31, 2016. The company's total liquidity as of September 30, 2017 was approximately $3.0 billion, which included cash on hand and a borrowing capacity of approximately $3.0 billion under the company's senior secured revolving credit facility. As of September 30, 2017, the company had $645 million of outstanding borrowings under the revolving credit facility and had used $97 million of the revolving credit facility for various letters of credit.
On October 12, 2017, Chesapeake issued through a private placement an aggregate of $850 million of 8.00% Senior Notes due 2025 and 2027 with proceeds to be used to repurchase debt. On October 13, 2017, approximately $320 million principal amount of the company's 8.00% Senior Secured Second Lien Notes due 2022 and $193 million principal amount in various Senior Notes due 2020 and 2021 were tendered. In addition, Chesapeake also repurchased in the open market approximately $237 million principal amount of the company's secured term loan due 2021 in October 2017. As a result, Chesapeake has further reduced the principal amount of its secured debt by approximately $557 million since June 30, for a total reduction in the principal amount of secured debt of approximately $1.2 billion year to date. The company's total debt balance on October 31, 2017 was approximately $9.9 billion, including $643 million drawn on its revolving credit facility and the company's total liquidity was approximately $3.1 billion.
On October 30, 2017, the administrative agent under the company's senior revolving credit agreement, in addition to other lenders under the agreement, notified Chesapeake that the borrowing base had been reaffirmed at $3.785 billion.
Operations Update
Chesapeake's average daily production for the 2017 third quarter was approximately 541,600 boe and is further detailed in the table below. Chesapeake's projected production volumes and capital expenditure program are subject to capital allocation decisions throughout the remainder of the year and may be adjusted based on prevailing market conditions.
2017 |
2017 |
2016 | |
Operating area net production (mboe/day) |
Q3 |
Q2 |
Q3 |
Eagle Ford |
93 |
100 |
101 |
Haynesville |
134 |
121 |
139 |
Marcellus |
126 |
135 |
134 |
Utica |
120 |
97 |
127 |
Mid-Continent |
56 |
59 |
55 |
Powder River Basin |
13 |
16 |
14 |
Barnett |
— |
— |
59 |
Other |
— |
— |
9 |
Total production |
542 |
528 |
638 |
Chesapeake is currently utilizing 14 drilling rigs (below the 2017 third quarter average of 17) across its operating areas, five of which are located in the Eagle Ford Shale, three in the Powder River Basin (PRB), three in the Haynesville Shale, two in Northeast Appalachia and one in the Mid-Continent area. Chesapeake plans to average 14 rigs in the 2017 fourth quarter.
In the Eagle Ford Shale, Chesapeake placed 31 wells on production in the 2017 third quarter. Included in this number were 20 wells in the company's Faith Ranch development area, of which 14 wells reached peak production of more than 1,000 bbls of oil per day. In total, the Faith Ranch wells achieved peak production of approximately 18,000 bbls of oil per day. Additionally, in October, Chesapeake placed 11 wells on production from its Vesper development area, yielding approximately 13,000 bbls of oil per day, highlighted by the Vesper Unit IV DIM H 3H well which featured a three-mile lateral and enhanced completion, and yielded an initial production of more than 2,000 bbls of oil per day. Chesapeake expects to place on production up to 73 wells in the Eagle Ford in the 2017 fourth quarter.
In the PRB, Chesapeake's third Turner well, the Graham 23-35-71 15H, was completed with a 4,500-foot lateral and placed on production in September 2017, achieving a peak rate of 1,737 boe per day (82% oil). On October 31, 2017, Chesapeake placed two additional Turner wells on production from its York pad, averaging approximately 8,500 feet in lateral length each. The company expects to provide updated results from these Turner wells later in the month. Chesapeake added a third rig in October 2017 and expects to place on production up to 11 wells in the 2017 fourth quarter, compared to seven wells in the 2017 third quarter.
In the Marcellus Shale, Chesapeake has begun to deploy its enhanced completion techniques on the Upper Marcellus formation, yielding rates that have exceeded internal expectations. The company placed two Upper Marcellus wells from its Maris pad located in Susquehanna County on production in September 2017. These wells achieved peak rates of 29,800 and 29,600 thousand cubic feet (mcf) of gas per day, respectively, more than 50% higher than the company's previous Upper Marcellus record rate of 18,700 mcf of gas per day from a well drilled in 2015. These wells have produced with pressures as expected with minimal depletion from offset wells in the Lower Marcellus, including one that was offset at 375 feet. These results confirmed positive delineation of the company's Upper Marcellus resource potential in areas where Lower Marcellus production had already existed, and have the potential to significantly increase the company's core position in the play. Chesapeake also placed the DPH SW WYO 3H well targeting the Lower Marcellus and located in the southern edge of the company's Wyoming County acreage on production, achieving a peak rate of 37,900 mcf of gas per day from a 6,100-foot lateral with an enhanced completion in October 2017. Chesapeake expects to place on production up to 17 wells in the 2017 fourth quarter, compared to 25 wells in the 2017 third quarter.
In the Utica Shale, enhanced completions techniques have yielded an approximately 25% improvement in 120-day cumulative production compared to the type curve. In July 2017, the eight-well Ellie pad was placed on production yielding an average per well initial production rate of 1,100 boe per day, 65% of which was liquids. The dry gas portion of the Utica is also delivering positive results. Chesapeake is in the initial flowback period for the Schiappa Trust A pad in Jefferson County and has seen initial production rates of 20,000 mcf of gas per well per day. Chesapeake plans to continue testing new completions designs in the 2017 fourth quarter.
In the Haynesville Shale, Chesapeake turned 12 wells on production in the 2017 third quarter, averaging lateral lengths of 8,440 feet and initial production of 31,840 mcf of gas per day. Of note, the company placed four wells from its BSNR pad located in De Soto Parish on production in September 2017, averaging 9,800-foot laterals. While these wells separately achieved peak rates ranging from 29,600 mcf to 37,200 mcf of gas per day, the combined peak rate from the BSNR pad reached approximately 134,000 mcf of gas per day. In October, the company also placed three wells from its PKY pad on production, all with 8,500-foot laterals, which achieved a combined peak rate of approximately 95,000 mcf of gas per day. As a result, last week Chesapeake's net production from the Haynesville reached 1 bcf of gas per day, which is the company's highest daily rate since November 2012. Additionally, Chesapeake expects to place on production its first 10,000-foot Bossier well, the Nabors 13&12-10-13 1HC, located in Sabine Parish in late November 2017 and intends to spud its first 15,000-foot lateral Haynesville well in the 2017 fourth quarter. The company expects to place on production up to seven wells in the Haynesville in the 2017 fourth quarter.
In the Mid-Continent, Chesapeake recently drilled and completed a 10,000-foot lateral well with an enhanced completion design on the Bravo 1H well in Major County, yielding an average production rate of approximately 1,550 bbls of oil per day and an average total production rate of 1,960 boe per day over the first 10 days.
Key Financial and Operational Results |
The table below summarizes Chesapeake's key financial and operational results during the 2017 third quarter compared to results in prior periods. |
Three Months Ended | |||||||||
09/30/17 |
06/30/17 |
09/30/16 | |||||||
Oil equivalent production (in mmboe) |
50 |
48 |
59 |
||||||
Oil production (in mmbbls) |
8 |
8 |
8 |
||||||
Average realized oil price ($/bbl)(a) |
52.33 |
51.65 |
45.24 |
||||||
Natural gas production (in bcf) |
219 |
209 |
268 |
||||||
Average realized natural gas price ($/mcf)(a) |
2.52 |
2.71 |
2.13 |
||||||
NGL production (in mmbbls) |
5 |
5 |
6 |
||||||
Average realized NGL price ($/bbl)(a) |
21.26 |
18.51 |
13.70 |
||||||
Production expenses ($/boe) |
3.03 |
2.92 |
2.80 |
||||||
Gathering, processing and transportation expenses ($/boe) |
7.40 |
7.44 |
8.07 |
||||||
Oil - ($/bbl) |
4.33 |
3.70 |
3.67 |
||||||
Natural Gas - ($/mcf) |
1.34 |
1.37 |
1.47 |
||||||
NGL - ($/bbl) |
7.40 |
7.87 |
8.13 |
||||||
Production taxes ($/boe) |
0.43 |
0.42 |
0.29 |
||||||
General and administrative expenses ($/boe)(b) |
0.91 |
1.20 |
0.90 |
||||||
Stock-based compensation ($/boe) |
0.17 |
0.25 |
0.18 |
||||||
DD&A of oil and natural gas properties ($/boe) |
4.57 |
4.21 |
4.26 |
||||||
DD&A of other assets ($/boe) |
0.41 |
0.43 |
0.42 |
||||||
Interest expense ($/boe)(a) |
2.26 |
1.92 |
1.20 |
||||||
Marketing, gathering and compression net margin ($ in millions)(c) |
(14) |
(25) |
(162) |
||||||
Net cash provided by (used in) operating activities ($ in millions) |
331 |
(157) |
376 |
||||||
Net cash provided by (used in) operating activities ($/boe) |
6.62 |
(3.27) |
6.37 |
||||||
Operating cash flow ($ in millions)(d) |
337 |
316 |
214 |
||||||
Operating cash flow ($/boe) |
6.74 |
6.58 |
3.63 |
||||||
Adjusted ebitda ($ in millions)(e) |
468 |
461 |
421 |
||||||
Adjusted ebitda ($/boe) |
9.36 |
9.60 |
7.17 |
||||||
Net income (loss) available to common stockholders ($ in millions) |
(41) |
470 |
(1,257) |
||||||
Income (loss) per share – diluted ($) |
(0.05) |
0.47 |
(1.62) |
||||||
Adjusted net income (loss) attributable to Chesapeake ($ in millions)(f) |
106 |
146 |
73 |
||||||
Adjusted income (loss) per share - diluted ($)(g) |
0.12 |
0.18 |
0.09 |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation and restructuring and other termination costs. |
(c) |
Includes revenue, operating expenses and for the three months ended September 30, 2016, unrealized losses on supply contract derivatives, but excludes depreciation and amortization of other assets. For the three months ended September 30, 2016, unrealized losses on supply contract derivatives were $280 million. No other period presented had such gains (losses). |
(d) |
Defined as cash flow provided by operating activities before changes in assets and liabilities. |
(e) |
Defined as net income (loss) before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 18. |
(f) |
Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on pages 12 - 15. |
(g) |
Our presentation of diluted adjusted net income (loss) per share excludes shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
2017 Third Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Thursday, November 2, 2017 at 9:00 am EDT. The telephone number to access the conference call is 719-785-1749 or toll-free 888-855-5428. The passcode for the call is 9224968. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 9224968. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering, processing and transportation commitments), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges by Seventy Seven Energy Inc.'s (SSE) former creditors in connection with SSE's recently completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock; the effectiveness of our remediation plan for a material weakness; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | ||||||||
Three Months Ended | ||||||||
2017 |
2016 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
979 |
$ |
1,177 |
||||
Marketing, gathering and compression |
964 |
1,099 |
||||||
Total Revenues |
1,943 |
2,276 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
151 |
164 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
369 |
473 |
||||||
Production taxes |
21 |
17 |
||||||
Marketing, gathering and compression |
978 |
1,261 |
||||||
General and administrative |
54 |
63 |
||||||
Provision for legal contingencies |
20 |
8 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
228 |
251 |
||||||
Depreciation and amortization of other assets |
20 |
25 |
||||||
Impairment of oil and natural gas properties |
— |
497 |
||||||
Impairments of fixed assets and other |
9 |
751 |
||||||
Net gains on sales of fixed assets |
(1) |
— |
||||||
Total Operating Expenses |
1,849 |
3,510 |
||||||
INCOME (LOSS) FROM OPERATIONS |
94 |
(1,234) |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(114) |
(73) |
||||||
Losses on investments |
— |
(1) |
||||||
Gains (losses) on purchases or exchanges of debt |
(1) |
87 |
||||||
Other income |
4 |
7 |
||||||
Total Other Income (Expense) |
(111) |
20 |
||||||
LOSS BEFORE INCOME TAXES |
(17) |
(1,214) |
||||||
Income Tax Expense |
— |
— |
||||||
NET LOSS |
(17) |
(1,214) |
||||||
Net income attributable to noncontrolling interests |
(1) |
(1) |
||||||
NET LOSS ATTRIBUTABLE TO CHESAPEAKE |
(18) |
(1,215) |
||||||
Preferred stock dividends |
(23) |
(42) |
||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(41) |
$ |
(1,257) |
||||
LOSS PER COMMON SHARE: |
||||||||
Basic |
$ |
(0.05) |
$ |
(1.62) |
||||
Diluted |
$ |
(0.05) |
$ |
(1.62) |
||||
WEIGHTED AVERAGE COMMON AND COMMON |
||||||||
Basic |
909 |
777 |
||||||
Diluted |
909 |
777 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Nine Months Ended | ||||||||
2017 |
2016 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
3,727 |
$ |
2,610 |
||||
Marketing, gathering and compression |
3,250 |
3,241 |
||||||
Total Revenues |
6,977 |
5,851 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
426 |
552 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
1,081 |
1,436 |
||||||
Production taxes |
64 |
54 |
||||||
Marketing, gathering and compression |
3,333 |
3,410 |
||||||
General and administrative |
189 |
172 |
||||||
Restructuring and other termination costs |
— |
3 |
||||||
Provision for legal contingencies |
35 |
112 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
627 |
791 |
||||||
Depreciation and amortization of other assets |
62 |
83 |
||||||
Impairment of oil and natural gas properties |
— |
2,564 |
||||||
Impairments of fixed assets and other |
426 |
795 |
||||||
Net gains on sales of fixed assets |
— |
(5) |
||||||
Total Operating Expenses |
6,243 |
9,967 |
||||||
INCOME (LOSS) FROM OPERATIONS |
734 |
(4,116) |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(302) |
(197) |
||||||
Losses on investments |
— |
(3) |
||||||
Loss on sale of investment |
— |
(10) |
||||||
Gains on purchases or exchanges of debt |
183 |
255 |
||||||
Other income |
6 |
13 |
||||||
Total Other Income (Expense) |
(113) |
58 |
||||||
INCOME (LOSS) BEFORE INCOME TAXES |
621 |
(4,058) |
||||||
Income Tax Expense |
2 |
— |
||||||
NET INCOME (LOSS) |
619 |
(4,058) |
||||||
Net income attributable to noncontrolling interests |
(3) |
(1) |
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE |
616 |
(4,059) |
||||||
Preferred stock dividends |
(62) |
(127) |
||||||
Loss on exchange of preferred stock |
(41) |
— |
||||||
Earnings allocated to participating securities |
(7) |
— |
||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS |
$ |
506 |
$ |
(4,186) |
||||
EARNINGS (LOSS) PER COMMON SHARE: |
||||||||
Basic |
$ |
0.56 |
$ |
(5.80) |
||||
Diluted |
$ |
0.56 |
$ |
(5.80) |
||||
WEIGHTED AVERAGE COMMON AND COMMON |
||||||||
Basic |
908 |
722 |
||||||
Diluted |
908 |
722 |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | ||||||||
September 30, |
December 31, | |||||||
Cash and cash equivalents |
$ |
5 |
$ |
882 |
||||
Other current assets |
1,173 |
1,260 |
||||||
Total Current Assets |
1,178 |
2,142 |
||||||
Property and equipment, net |
10,580 |
10,609 |
||||||
Other assets |
223 |
277 |
||||||
Total Assets |
$ |
11,981 |
$ |
13,028 |
||||
Current liabilities |
$ |
2,218 |
$ |
3,648 |
||||
Long-term debt, net |
9,899 |
9,938 |
||||||
Other long-term liabilities |
568 |
645 |
||||||
Total Liabilities |
12,685 |
14,231 |
||||||
Preferred stock |
1,671 |
1,771 |
||||||
Noncontrolling interests |
253 |
257 |
||||||
Common stock and other stockholders' equity (deficit) |
(2,628) |
(3,231) |
||||||
Total Equity (Deficit) |
(704) |
(1,203) |
||||||
Total Liabilities and Equity |
$ |
11,981 |
$ |
13,028 |
||||
Common shares outstanding (in millions) |
909 |
896 |
||||||
Principal amount of debt outstanding |
$ |
9,775 |
$ |
9,989 |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE (unaudited) | ||||||||||||||||
Three Months Ended |
Nine Months Ended | |||||||||||||||
2017 |
2016 |
2017 |
2016 | |||||||||||||
Net Production: |
||||||||||||||||
Oil (mmbbl) |
8 |
8 |
23 |
25 |
||||||||||||
Natural gas (bcf) |
219 |
268 |
639 |
814 |
||||||||||||
NGL (mmbbl) |
5 |
6 |
15 |
19 |
||||||||||||
Oil equivalent (mmboe) |
50 |
59 |
145 |
180 |
||||||||||||
Oil, natural gas and NGL Sales ($ in millions): |
||||||||||||||||
Oil sales |
$ |
379 |
$ |
342 |
$ |
1,140 |
$ |
952 |
||||||||
Oil derivatives – realized gains (losses)(a) |
35 |
18 |
79 |
102 |
||||||||||||
Oil derivatives – unrealized gains (losses)(a) |
(96) |
23 |
45 |
(217) |
||||||||||||
Total oil sales |
318 |
383 |
1,264 |
837 |
||||||||||||
Natural gas sales |
553 |
622 |
1,807 |
1,545 |
||||||||||||
Natural gas derivatives – realized gains (losses)(a) |
(1) |
(50) |
(53) |
192 |
||||||||||||
Natural gas derivatives – unrealized gains (losses)(a) |
(3) |
131 |
384 |
(204) |
||||||||||||
Total natural gas sales |
549 |
703 |
2,138 |
1,533 |
||||||||||||
NGL sales |
117 |
84 |
328 |
247 |
||||||||||||
NGL derivatives – realized gains (losses)(a) |
(3) |
(2) |
(1) |
(5) |
||||||||||||
NGL derivatives – unrealized gains (losses)(a) |
(2) |
9 |
(2) |
(2) |
||||||||||||
Total NGL sales |
112 |
91 |
325 |
240 |
||||||||||||
Total oil, natural gas and NGL sales |
$ |
979 |
$ |
1,177 |
$ |
3,727 |
$ |
2,610 |
||||||||
Average Sales Price (excluding gains (losses) on derivatives): |
||||||||||||||||
Oil ($ per bbl) |
$ |
47.94 |
$ |
42.94 |
$ |
48.53 |
$ |
38.21 |
||||||||
Natural gas ($ per mcf) |
$ |
2.52 |
$ |
2.32 |
$ |
2.83 |
$ |
1.90 |
||||||||
NGL ($ per bbl) |
$ |
21.83 |
$ |
13.93 |
$ |
21.28 |
$ |
12.90 |
||||||||
Oil equivalent ($ per boe) |
$ |
21.06 |
$ |
17.86 |
$ |
22.53 |
$ |
15.27 |
||||||||
Average Sales Price (including realized gains (losses) on derivatives): |
||||||||||||||||
Oil ($ per bbl) |
$ |
52.33 |
$ |
45.24 |
$ |
51.90 |
$ |
42.31 |
||||||||
Natural gas ($ per mcf) |
$ |
2.52 |
$ |
2.13 |
$ |
2.75 |
$ |
2.13 |
||||||||
NGL ($ per bbl) |
$ |
21.26 |
$ |
13.70 |
$ |
21.21 |
$ |
12.66 |
||||||||
Oil equivalent ($ per boe) |
$ |
21.67 |
$ |
17.30 |
$ |
22.70 |
$ |
16.88 |
||||||||
Interest Expense ($ in millions): |
||||||||||||||||
Interest expense(b) |
$ |
115 |
$ |
74 |
$ |
302 |
$ |
199 |
||||||||
Interest rate derivatives – realized (gains) losses(c) |
(1) |
(3) |
(3) |
(9) |
||||||||||||
Interest rate derivatives – unrealized (gains) losses(c) |
— |
2 |
3 |
7 |
||||||||||||
Total Interest Expense |
$ |
114 |
$ |
73 |
$ |
302 |
$ |
197 |
(a) |
Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||
Beginning cash |
$ |
13 |
$ |
4 |
||||
Net cash provided by operating activities |
331 |
376 |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(566) |
(339) |
||||||
Acquisitions of proved and unproved properties(b) |
(64) |
(157) |
||||||
Proceeds from divestitures of proved and unproved properties |
242 |
24 |
||||||
Additions to other property and equipment(c) |
(5) |
(7) |
||||||
Proceeds from sales of other property and equipment |
14 |
— |
||||||
Other |
— |
(1) |
||||||
Net cash used in investing activities |
(379) |
(480) |
||||||
Net cash provided by financing activities |
40 |
104 |
||||||
Change in cash and cash equivalents |
(8) |
— |
||||||
Ending cash |
$ |
5 |
$ |
4 |
(a) |
Includes capitalized interest of $2 million and $1 million for the three months ended September 30, 2017 and 2016, respectively. |
(b) |
Includes capitalized interest of $47 million and $56 million for the three months ended September 30, 2017 and 2016, respectively. |
(c) |
Includes capitalized interest of a nominal amount for the three months ended September 30, 2017 and 2016, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
NINE MONTHS ENDED: |
September 30, |
September 30, | ||||||
Beginning cash |
$ |
882 |
$ |
825 |
||||
Net cash provided by operating activities |
273 |
50 |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(1,597) |
(948) |
||||||
Acquisitions of proved and unproved properties(b) |
(226) |
(583) |
||||||
Proceeds from divestitures of proved and unproved properties |
1,193 |
988 |
||||||
Additions to other property and equipment(c) |
(12) |
(32) |
||||||
Proceeds from sales of other property and equipment |
40 |
70 |
||||||
Cash paid for title defects |
— |
(69) |
||||||
Other |
— |
(5) |
||||||
Net cash used in investing activities |
(602) |
(579) |
||||||
Net cash used in financing activities |
(548) |
(292) |
||||||
Change in cash and cash equivalents |
(877) |
(821) |
||||||
Ending cash |
$ |
5 |
$ |
4 |
(a) |
Includes capitalized interest of $7 million and $5 million for the nine months ended September 30, 2017 and 2016, respectively. |
(b) |
Includes capitalized interest of $139 million and $179 million for the nine months ended September 30, 2017 and 2016, respectively. |
(c) |
Includes capitalized interest of $1 million and $1 million for the nine months ended September 30, 2017 and 2016, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
September 30, 2017 | |||||||
$ |
$/Diluted | |||||||
Net loss available to common stockholders (GAAP) |
$ |
(41) |
$ |
(0.05) |
||||
Adjustments: |
||||||||
Unrealized losses on commodity derivatives |
101 |
0.12 |
||||||
Provision for legal contingencies |
20 |
0.02 |
||||||
Impairments of fixed assets and other |
9 |
0.01 |
||||||
Net gains on sales of fixed assets |
(1) |
— |
||||||
Losses on purchases or exchanges of debt |
1 |
— |
||||||
Income tax expense (benefit)(a) |
— |
— |
||||||
Other |
(6) |
(0.01) |
||||||
Adjusted net income available to common stockholders(b) |
83 |
0.09 |
||||||
Preferred stock dividends |
23 |
0.03 |
||||||
Total adjusted net income attributable to Chesapeake(b) (c) (Non-GAAP) |
$ |
106 |
$ |
0.12 |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 206 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
September 30, 2016 | |||||||
$ |
$/Diluted | |||||||
Net loss available to common stockholders (GAAP) |
$ |
(1,257) |
$ |
(1.62) |
||||
Adjustments: |
||||||||
Unrealized gains on commodity derivatives |
(163) |
(0.21) |
||||||
Unrealized losses on supply contract derivatives |
280 |
0.36 |
||||||
Provision for legal contingencies |
8 |
0.01 |
||||||
Impairment of natural gas properties |
497 |
0.64 |
||||||
Impairments of fixed assets and other |
751 |
0.97 |
||||||
Gains on purchases or exchanges of debt |
(87) |
(0.11) |
||||||
Income tax expense (benefit)(a) |
— |
— |
||||||
Other |
2 |
— |
||||||
Adjusted net income available to common stockholders(b) |
31 |
0.04 |
||||||
Preferred stock dividends |
42 |
0.05 |
||||||
Total adjusted net income attributable to Chesapeake(b) (c) (Non-GAAP) |
$ |
73 |
$ |
0.09 |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 113 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
NINE MONTHS ENDED: |
September 30, 2017 | |||||||
$ |
$/Diluted | |||||||
Net income available to common stockholders (GAAP) |
$ |
506 |
$ |
0.56 |
||||
Adjustments: |
||||||||
Unrealized gains on commodity derivatives |
(427) |
(0.47) |
||||||
Provision for legal contingencies |
35 |
0.04 |
||||||
Impairments of fixed assets and other |
426 |
0.47 |
||||||
Gains on purchases or exchanges of debt |
(183) |
(0.21) |
||||||
Loss on exchange of preferred stock |
41 |
0.05 |
||||||
Income tax expense (benefit)(a) |
— |
— |
||||||
Other |
(3) |
— |
||||||
Adjusted net income available to common stockholders(b) |
395 |
0.44 |
||||||
Preferred stock dividends |
62 |
0.07 |
||||||
Earnings allocated to participating securities |
7 |
— |
||||||
Total adjusted net income attributable to Chesapeake(b) (c) |
$ |
464 |
$ |
0.51 |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 207 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
NINE MONTHS ENDED: |
September 30, 2016 | |||||||
$ |
$/Diluted | |||||||
Net loss available to common stockholders (GAAP) |
$ |
(4,186) |
(5.80) |
|||||
Adjustments: |
||||||||
Unrealized losses on commodity derivatives |
423 |
0.58 |
||||||
Unrealized losses on supply contract derivatives |
297 |
0.41 |
||||||
Restructuring and other termination costs |
3 |
— |
||||||
Provision for legal contingencies |
112 |
0.16 |
||||||
Impairment of natural gas properties |
2,564 |
3.56 |
||||||
Impairments of fixed assets and other |
795 |
1.10 |
||||||
Net gains on sales of fixed assets |
(5) |
(0.01) |
||||||
Loss on sale of investment |
10 |
0.01 |
||||||
Gains on purchases or exchanges of debt |
(255) |
(0.35) |
||||||
Income tax expense (benefit)(a) |
— |
— |
||||||
Other |
8 |
0.01 |
||||||
Adjusted net loss available to common stockholders(b) |
(234) |
(0.33) |
||||||
Preferred stock dividends |
127 |
0.18 |
||||||
Total adjusted net loss attributable to Chesapeake(b) (c) |
$ |
(107) |
$ |
(0.15) |
||||
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net income (loss) available to common stockholders and total adjusted net income (loss) attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income (loss) available to common stockholders or earnings (loss) per share. Adjusted net income (loss) available to common stockholders and adjusted earnings (loss) per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income (loss) available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income (loss) available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 113 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
331 |
$ |
376 |
||||
Changes in assets and liabilities |
6 |
(162) |
||||||
OPERATING CASH FLOW(a) |
$ |
337 |
$ |
214 |
||||
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||
NET LOSS |
$ |
(17) |
$ |
(1,214) |
||||
Interest expense |
114 |
73 |
||||||
Depreciation and amortization of other assets |
20 |
25 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
228 |
251 |
||||||
EBITDA(b) |
$ |
345 |
$ |
(865) |
||||
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
331 |
$ |
376 |
||||
Changes in assets and liabilities |
6 |
(162) |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
114 |
71 |
||||||
Gains (losses) on commodity derivatives, net |
(70) |
129 |
||||||
Losses on supply contract derivatives, net |
— |
(134) |
||||||
Cash receipts on commodity and supply contract derivative settlements, net
|
(20) |
(101) |
||||||
Renegotiation of gas gathering contract |
— |
66 |
||||||
Stock-based compensation |
(11) |
(15) |
||||||
Restructuring and other termination costs |
— |
1 |
||||||
Provision for legal contingencies |
(20) |
27 |
||||||
Impairment of oil and natural gas properties |
— |
(497) |
||||||
Impairments of fixed assets and other |
(8) |
(751) |
||||||
Net gains on sales of fixed assets |
1 |
— |
||||||
Investment activity |
— |
(1) |
||||||
Gains on purchases or exchanges of debt |
— |
87 |
||||||
Other items |
22 |
39 |
||||||
EBITDA(b) |
$ |
345 |
$ |
(865) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. |
(b) |
EBITDA represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
NINE MONTHS ENDED: |
September 30, |
September 30, | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
273 |
$ |
50 |
||||
Changes in assets and liabilities |
366 |
614 |
||||||
OPERATING CASH FLOW(a) |
$ |
639 |
$ |
664 |
||||
NINE MONTHS ENDED: |
September 30, |
September 30, | ||||||
NET INCOME (LOSS) |
$ |
619 |
$ |
(4,058) |
||||
Interest expense |
302 |
197 |
||||||
Income tax expense |
2 |
— |
||||||
Depreciation and amortization of other assets |
62 |
83 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
627 |
791 |
||||||
EBITDA(b) |
$ |
1,612 |
$ |
(2,987) |
||||
NINE MONTHS ENDED: |
September 30, |
September 30, | ||||||
CASH USED IN OPERATING ACTIVITIES |
$ |
273 |
$ |
50 |
||||
Changes in assets and liabilities |
366 |
614 |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
299 |
190 |
||||||
Gains (losses) on commodity derivatives, net |
452 |
(134) |
||||||
Losses on supply contract derivatives, net |
— |
(151) |
||||||
Cash (receipts) payments on commodity and supply contract derivative settlements, net |
46 |
(487) |
||||||
Renegotiation of gas gathering contract |
— |
66 |
||||||
Stock-based compensation |
(38) |
(40) |
||||||
Restructuring and other termination costs |
— |
(1) |
||||||
Provision for legal contingencies |
(35) |
(77) |
||||||
Impairment of oil and natural gas properties |
— |
(2,564) |
||||||
Impairments of fixed assets and other |
(9) |
(785) |
||||||
Net gains on sales of fixed assets |
— |
5 |
||||||
Investment activity |
— |
(13) |
||||||
Gains on purchases or exchanges of debt |
185 |
255 |
||||||
Other items |
73 |
85 |
||||||
EBITDA(b) |
$ |
1,612 |
$ |
(2,987) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. Operating cash flow for the nine months ended September 30, 2017 includes $290 million paid to assign an oil transportation agreement to a third party and $126 million paid to terminate future natural gas transportation commitments. |
(b) |
EBITDA represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||
EBITDA |
$ |
345 |
$ |
(865) |
||||
Adjustments: |
||||||||
Unrealized (gains) losses on commodity derivatives |
101 |
(163) |
||||||
Unrealized losses on supply contract derivatives |
— |
280 |
||||||
Provision for legal contingencies |
20 |
8 |
||||||
Impairment of oil and natural gas properties |
— |
497 |
||||||
Impairments of fixed assets and other |
9 |
751 |
||||||
Net gains on sales of fixed assets |
(1) |
— |
||||||
(Gains) losses on purchases or exchanges of debt |
1 |
(87) |
||||||
Net income attributable to noncontrolling interests |
(1) |
(1) |
||||||
Other |
(6) |
1 |
||||||
Adjusted EBITDA(a) |
$ |
468 |
$ |
421 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
NINE MONTHS ENDED: |
September 30, |
September 30, | ||||||
EBITDA |
$ |
1,612 |
$ |
(2,987) |
||||
Adjustments: |
||||||||
Unrealized (gains) losses on commodity derivatives |
(427) |
423 |
||||||
Unrealized losses on supply contract derivatives |
— |
297 |
||||||
Restructuring and other termination costs |
— |
3 |
||||||
Provision for legal contingencies |
35 |
112 |
||||||
Impairment of oil and natural gas properties |
— |
2,564 |
||||||
Impairments of fixed assets and other |
426 |
795 |
||||||
Net gains on sales of fixed assets |
— |
(5) |
||||||
Loss on sale of investment |
— |
10 |
||||||
Gains on purchases or exchanges of debt |
(183) |
(255) |
||||||
Net income attributable to noncontrolling interests |
(3) |
(1) |
||||||
Other |
(6) |
(1) |
||||||
Adjusted EBITDA(a) |
$ |
1,454 |
$ |
955 |
(a) |
Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to EBITDA because: | |
(i) |
Management uses adjusted EBITDA to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted EBITDA is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF PV-9 AND PV-10 TO STANDARDIZED MEASURE ($ in millions) (unaudited) | ||||
PV-9 is a non-GAAP metric used in the determination of the value of collateral under Chesapeake's credit facility. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax. The following table shows the reconciliation of PV-9 and PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure, for the year ended December 31, 2016 and for the interim period ended September 30, 2017. Management believes that PV-9 provides useful information to investors regarding the company's collateral position and that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, management believes the use of a pre-tax measure is valuable for evaluating the company. Neither PV-9 nor PV-10 should be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP. With respect to PV-9 and PV-10 calculated as of an interim date, it is not practical to calculate taxes for the related interim period because GAAP does not provide for disclosure of standardized measure on an interim basis. | ||||
PV-9 – September 30, 2017 @ NYMEX Strip |
$ |
8,456 |
||
Less: Change in discount factor from 9 to 10 |
(440) |
|||
PV-10 – September 30, 2017 @ NYMEX Strip |
8,016 |
|||
Less: Change in pricing assumption from NYMEX Strip to SEC |
(85) |
|||
PV-10 – September 30, 2017 @ SEC |
7,931 |
|||
Less: Change in PV-10 from 12/31/16 to 9/30/2017 |
(3,526) |
|||
PV-10 – December 31, 2016 @ SEC |
4,405 |
|||
Less: Present value of future income tax discounted at 10% |
(26) |
|||
Standardized measure of discounted future cash flows – December 31, 2016 |
$ |
4,379 |
CHESAPEAKE ENERGY CORPORATION |
MANAGEMENT'S OUTLOOK AS OF NOVEMBER 2, 2017 |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's September 26, 2017 Outlook are italicized bold below. |
Year Ending 12/31/2017 | |
Adjusted Production Growth(a) |
(1%) to 1% |
Absolute Production |
|
Liquids - mmbbls |
51.5 - 53.5 |
Oil - mmbbls |
32.0 - 33.0 |
NGL - mmbbls |
19.5 - 20.5 |
Natural gas - bcf |
855 - 875 |
Total absolute production - mmboe |
194.0 - 199.0 |
Absolute daily rate - mboe |
532 - 545 |
Estimated Realized Hedging Effects(b) (based on 10/30/17 strip prices): |
|
Oil - $/bbl |
$2.61 |
Natural gas - $/mcf |
$0.00 |
NGL - $/bbl |
($0.20) |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$0.45 - $0.55 |
Natural gas - $/mcf |
$0.30 - $0.35 |
NGL - $/bbl |
$3.75 - $4.15 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.80 - $2.95 |
Gathering, processing and transportation expenses |
$7.15 - $7.40 |
Oil - $/bbl |
$3.90 - $4.00 |
Natural Gas - $/mcf |
$1.30 - $1.35 |
NGL - $/bbl |
$7.70 - $7.90 |
Production taxes |
$0.40 - $0.50 |
General and administrative(c) |
$1.10 - $1.20 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$4.00 - $5.00 |
Depreciation of other assets |
$0.40 - $0.50 |
Interest expense(d) |
$2.05 - $2.15 |
Marketing, gathering and compression net margin(e) |
($80) - ($60) |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(f) |
$2,100 - $2,300 |
Capitalized Interest ($ in millions) |
$200 |
Total Capital Expenditures ($ in millions) |
$2,300 - $2,500 |
(a) |
Based on 2016 production of 529 mboe per day, adjusted for 2016 and 2017 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Excludes non-cash amortization of approximately $22 million related to the buydown of a transportation agreement. |
(f) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into commodity derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of October 31, 2017, the company had downside protection, through open swaps, on a portion of its remaining 2017 oil production at an average price of $50.36 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its remaining 2017 natural gas production at an average price of $3.17 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its remaining 2017 propane production at an average price of $0.76 per gallon.
In addition, the company had downside protection, through open swaps and two-way collars, on a portion of its 2018 natural gas production at an average price of $3.10 per mcf. Chesapeake also had downside price protection through open swaps on a portion of its 2018 oil production at an average price of $51.74 per bbl and under three-way collar arrangements based on an average bought put NYMEX price of $47.00 per bbl and exposure below an average sold put NYMEX price of $39.15 per bbl.
The company's crude oil hedging positions as of October 31, 2017 were as follows:
Open Crude Oil Swaps Gains (Losses) from Closed Crude Oil Trades | ||||||||||
Open Swaps (mbbls) |
Avg. NYMEX Price of Open Swaps |
Gains/Losses ($ in millions) | ||||||||
Q4 2017 |
5,612 |
$ |
50.36 |
23 |
||||||
Total 2017 |
5,612 |
$ |
50.36 |
$ |
23 |
|||||
Q1 2018 |
5,099 |
$ |
51.84 |
$ |
(1) |
|||||
Q2 2018 |
5,187 |
$ |
51.85 |
(1) |
||||||
Q3 2018 |
4,324 |
$ |
51.63 |
(1) |
||||||
Q4 2018 |
4,324 |
$ |
51.63 |
(1) |
||||||
Total 2018 |
18,934 |
$ |
51.74 |
$ |
(4) |
|||||
Total 2019 - 2022 |
— |
$ |
— |
$ |
(8) |
Crude Oil Net Written Call Options | |||||
Call Options (mbbls) |
Avg. NYMEX Strike Price | ||||
Q4 2017 |
1,334 |
$ |
83.50 |
||
Total 2017 |
1,334 |
$ |
83.50 |
||
Q3 2018 |
920 |
$ |
52.87 |
||
Q4 2018 |
920 |
$ |
52.87 |
||
Total 2018 |
1,840 |
$ |
52.87 |
Crude Oil Three-Way Collars | ||||||||||||||
Open Collars |
Avg. NYMEX |
Avg. NYMEX |
Avg. NYMEX | |||||||||||
Q1 2018 |
450 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q2 2018 |
455 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q3 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q4 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Total 2018 |
1,825 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
Oil Basis Protection Swaps | |||||
Volume (mmbbls) |
Avg. NYMEX plus/(minus) | ||||
Q4 2017 |
1 |
$ |
3.15 |
||
Total 2017 |
1 |
$ |
3.15 |
||
Q1 2018 |
2 |
$ |
3.12 |
||
Q1 2018 |
2 |
$ |
3.12 |
||
Q3 2018 |
2 |
$ |
3.28 |
||
Q4 2018 |
2 |
$ |
3.28 |
||
Total 2018 |
8 |
$ |
3.19 |
The company's natural gas hedging positions as of October 31, 2017 were as follows:
Open Natural Gas Swaps Losses from Closed Natural Gas Trades | ||||||||||
Open Swaps (bcf) |
Avg. NYMEX Price of Open Swaps |
Losses from Closed Trades ($ in millions) | ||||||||
Q4 2017 |
164 |
$ |
3.16 |
(3) |
||||||
Total 2017 |
164 |
$ |
3.16 |
$ |
(3) |
|||||
Q1 2018 |
174 |
$ |
3.44 |
$ |
(6) |
|||||
Q1 2018 |
118 |
$ |
2.92 |
(4) |
||||||
Q3 2018 |
120 |
$ |
2.94 |
(4) |
||||||
Q4 2018 |
120 |
$ |
3.00 |
(6) |
||||||
Total 2018 |
532 |
$ |
3.11 |
$ |
(20) |
|||||
Total 2019 - 2022 |
— |
$ |
— |
$ |
(49) |
|||||
Natural Gas Two-Way Collars | |||||||||
Open Collars |
Avg. NYMEX |
Avg. NYMEX | |||||||
Q4 2017 |
24 |
$ |
3.25 |
$ |
3.68 |
||||
Total 2017 |
24 |
$ |
3.25 |
$ |
3.68 |
||||
Q1 2018 |
11 |
$ |
3.00 |
$ |
3.25 |
||||
Q2 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Q3 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Q4 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
||||
Total 2018 |
47 |
$ |
3.00 |
$ |
3.25 |
Natural Gas Net Written Call Options | |||||
Call Options (bcf) |
Avg. NYMEX Strike Price | ||||
Q4 2017 |
12 |
$ |
9.43 |
||
Total 2017 |
12 |
$ |
9.43 |
||
Q1 2018 |
16 |
$ |
6.27 |
||
Q4 2018 |
16 |
$ |
6.27 |
||
Q3 2018 |
17 |
$ |
6.27 |
||
Q4 2018 |
17 |
$ |
6.27 |
||
Total 2018 |
66 |
$ |
6.27 |
||
Total 2019 – 2020 |
44 |
$ |
12.00 |
Natural Gas Basis Protection Swaps | |||||
Volume (bcf) |
Avg. NYMEX | ||||
Q4 2017 |
17 |
$ |
(0.66) |
||
Total 2017 |
17 |
$ |
(0.66) |
||
Q1 2018 |
18 |
$ |
(0.78) |
||
Q4 2018 |
18 |
$ |
(0.77) |
||
Q3 2018 |
17 |
$ |
(0.77) |
||
Q4 2018 |
6 |
$ |
(0.77) |
||
Total 2018 |
59 |
$ |
(0.78) |
The company's natural gas liquids hedging positions as of October 31, 2017 were as follows:
Open Propane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX Price | ||||
Q4 2017 |
15 |
$ |
0.76 |
||
Total 2017 |
15 |
$ |
0.76 |
||
Q1 2018 |
3 |
$ |
0.73 |
||
Q4 2018 |
4 |
$ |
0.73 |
||
Q3 2018 |
4 |
$ |
0.73 |
||
Q4 2018 |
4 |
$ |
0.73 |
||
Total 2018 |
15 |
$ |
0.73 |
Open Butane Swaps | |||||
Volume (mmgal) |
Avg. NYMEX | ||||
Q1 2018 |
1 |
$ |
0.88 |
||
Q4 2018 |
1 |
$ |
0.88 |
||
Q3 2018 |
1 |
$ |
0.88 |
||
Q4 2018 |
1 |
$ |
0.88 |
||
Total 2018 |
5 |
$ |
0.88 |
Open Butane Swaps Priced as a Percentage of WTI | ||||
Volume |
Avg. NYMEX as a | |||
Q1 2018 |
1 |
70.5 |
% | |
Q4 2018 |
1 |
70.5 |
% | |
Q3 2018 |
1 |
70.5 |
% | |
Q4 2018 |
1 |
70.5 |
% | |
Total 2018 |
5 |
70.5 |
% |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-2017-third-quarter-financial-and-operational-results-300548219.html
SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Oct. 26, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today the expiration and final results of its offers to purchase for cash (the "Tender Offers") up to $550,000,000 aggregate purchase price (exclusive of accrued interest) (the "Aggregate Maximum Purchase Amount") of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"). As of 11:59 p.m., New York City time, on October 25, 2017 (such date and time, the "Expiration Date"), Chesapeake received valid tenders totaling approximately $1.6 billion aggregate principal amount of the Notes. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase dated September 27, 2017 (the "Offer to Purchase").
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to the Expiration Date:
Series of Notes |
CUSIP Number |
Aggregate Principal Amount Outstanding Prior to Tender Offers |
Aggregate Principal Amount of Notes Tendered |
Aggregate Principal Amount of Notes Accepted on Early Settlement Date |
Tender Caps(1) |
Acceptance Priority Level |
Total Consideration(2)(\3) |
8.00% Senior Secured Second |
165167CQ8 U16450AT2 |
$1,737,135,000 |
$1,315,249,000 |
$320,366,000 |
$350,000,000 |
1 |
$1,092.50 |
6.625% Senior Notes due 2020 |
165167CF2 |
$572,621,000 |
$135,621,000 |
$135,572,000 |
$200,000,000 |
2 |
$1,040.00 |
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$278,978,000 |
$51,258,000 |
$51,258,000 |
2 |
$1,035.00 | |
6.125% Senior Notes due 2021 |
165167CG0 |
$550,327,000 |
$55,454,000 |
$2,795,000 |
3 |
$1,012.50 | |
5.375% Senior Notes due 2021 |
165167CK1 |
$269,907,000 |
$62,573,000 |
$3,227,000 |
3 |
$967.50 | |
(1) |
A $350,000,000 Tender Cap applies to the aggregate purchase (exclusive of Accrued Interest) of the 8.00% Senior Secured Second Lien Notes due 2022. A $200,000,000 Tender Cap applies to the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively. A Tender Cap equal to $200,000,000 less the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively, validly tendered and accepted for purchase, applies to the 6.125% Senior Notes due 2021 and the 5.375% Senior Notes due 2021, collectively. |
(2) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date). |
(3) |
Includes the applicable Early Tender Premium. |
Chesapeake accepted for purchase approximately $513.2 million aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on October 11, 2017 (the "Early Tender Date") for an aggregate consideration of approximately $550.0 million, excluding accrued and unpaid interest. The early settlement date for such notes occurred on October 13, 2017. Because the aggregate purchase price (exclusive of accrued interest) of Notes validly tendered and not validly withdrawn as of the Early Tender Date exceeded the Aggregate Maximum Purchase Amount, no Notes tendered after the Early Tender Date were accepted for purchase.
Morgan Stanley & Co. LLC acted as the dealer manager in the Tender Offers. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Morgan Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect) (212) 761-1057.
From time to time after completion of the Tender Offers, Chesapeake and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through additional tender offers, exchange offers or otherwise, or Chesapeake may redeem Notes that are able to be redeemed, pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by Chesapeake and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Chesapeake and its affiliates may choose to pursue in the future.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the purchase of additional Notes and any statement that is not a historical fact. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the risks and uncertainties stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), any of which may cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT:
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com
MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
media@chk.com
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-announces-final-results-of-cash-tender-offers-for-senior-notes-and-senior-secured-second-lien-notes-300543739.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Oct. 20, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% |
5% |
5.75% |
5.75% (Series A) | |
NYSE Symbol |
CHK Pr D |
N/A |
N/A |
N/A |
Date of Original Issue |
September 14, 2005 |
November 8, 2005 |
May 17, 2010 |
May 17, 2010 |
Registered CUSIP |
165167842 |
165167826 |
165167768 |
165167750 |
144A CUSIP |
N/A |
165167834 |
165167776 |
165167784 |
RegS CUSIP |
N/A |
N/A |
U16450204 |
U16450113 |
Clean (no legends) CUSIP |
N/A |
N/A |
165167768 |
165167750 |
Par Value per Share |
$0.01 |
$0.01 |
$0.01 |
$0.01 |
Shares Outstanding |
2,558,900 |
1,810,667 |
770,528 |
463,363 |
Liquidation Preference per Share |
$100 |
$100 |
$1,000 |
$1,000 |
Record Date |
December 1, 2017 |
November 1, 2017 |
November 1, 2017 |
November 1, 2017 |
Payment Date |
December 15, 2017 |
November 15, 2017 |
November 15, 2017 |
November 15, 2017 |
Amount per Share |
$1.125 |
$1.25 |
$14.375 |
$14.375 |
Chesapeake will release its 2017 third quarter operational and financial results before market open on Thursday, November 2, 2017. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 719-325-4826 or toll-free 877-440-5804. The passcode for the call is 7796561. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 7796561. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 |
Gordon Pennoyer (405) 935-8878 |
6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-declares-quarterly-preferred-stock-dividends-and-provides-2017-third-quarter-earnings-conference-call-information-300539442.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Oct. 12, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today the results to date of its pending cash tender offers (the "Tender Offers" and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $550,000,000 aggregate purchase price, exclusive of Accrued Interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"), as well as the anticipated early settlement date for the Tender Offers on October 13, 2017 (the "Early Settlement Date").
All terms and conditions of the Tender Offers remain unchanged as set forth in the Offer to Purchase dated September 27, 2017 (the "Offer to Purchase") and the related Letter of Transmittal, and capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
The following table sets forth the aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on October 11, 2017 (the "Early Tender Date"), and the aggregate principal amount of Notes expected to be accepted for purchase on the Early Settlement Date:
Series of Notes |
CUSIP Number |
Aggregate |
Aggregate |
Expected |
Tender Caps(2) |
Acceptance |
Total |
8.00% Senior Secured Second |
165167CQ8 U16450AT2 |
$1,737,135,000 |
$1,315,162,000 |
$320,366,000 |
$350,000,000 |
1 |
$1,092.50 |
6.625% Senior Notes due 2020 |
165167CF2 |
$572,621,000 |
$ 135,572,000 |
$135,572,000 |
$200,000,000 |
2 |
$1,040.00 |
6.875% Senior Notes due 2020
|
165167BU0 165167BT3 USU16450AQ87 |
$278,978,000 |
$51,258,000 |
$ 51,258,000 |
2 |
$1,035.00 | |
6.125% Senior Notes due 2021 |
165167CG0 |
$550,327,000 |
$55,235,000 |
$2,795,000 |
3 |
$1,012.50 | |
5.375% Senior Notes due 2021 |
165167CK1 |
$269,907,000 |
$62,563,000 |
$3,227,000 |
3 |
$967.50 | |
(1) Notes tendered have not been accepted. |
(2) A $350,000,000 Tender Cap applies to the aggregate purchase (exclusive of Accrued Interest) of the 8.00% Senior Secured Second Lien Notes due 2022. A $200,000,000 Tender Cap applies to the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively. A Tender Cap equal to $200,000,000 less the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively, validly tendered and accepted for purchase, applies to the 6.125% Senior Notes due 2021 and the 5.375% Senior Notes due 2021, collectively. |
(3) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date). |
(4) Includes the applicable Early Tender Premium. |
As of the Early Tender Date, the aggregate purchase price (exclusive of accrued interest) of Notes with Acceptance Priority Level 1 and Acceptance Priority Level 3 validly tendered exceeds the Priority 1 Tender Cap and the Priority 3 Tender Cap, respectively, but the aggregate purchase price (exclusive of accrued interest) of Notes with Acceptance Priority Level 2 validly tendered does not exceed the Priority 2 Tender Cap. Accordingly, all Notes with Acceptance Priority Level 2 validly tendered will be accepted for purchase, and unless Chesapeake increases the Priority 1 Tender Cap, Priority 3 Tender Cap and the Aggregate Maximum Purchase Amount, Notes with Acceptance Priority Level 1 and Acceptance Priority Level 3 will be subject to proration as described in the Offer to Purchase and no Notes will be accepted for purchase if tendered after the Early Tender Date.
The Tender Offers will expire at 11:59 p.m., New York City time, on October 25, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Early Tender Date and any additional Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
The Company expects that the conditions to the Tender Offers, including the Financing Condition, will be satisfied as of the Early Settlement Date.
Morgan Stanley & Co. LLC is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Morgan Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect) (212) 761-1057. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers, the satisfaction of the Financing Condition and any statement that is not a historical fact. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, Chesapeake's ability to consummate any or all of the Tender Offers and risks and uncertainties stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), any of which may cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT:
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com
MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
media@chk.com
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 27, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its private placement to eligible purchasers of $300,000,000 aggregate principal amount of additional 8.00% senior notes due 2025 (the "new 2025 notes") at 101.25% of par, plus accrued interest from July 15, 2017 and $550,000,000 aggregate principal amount of additional 8.00% senior notes due 2027 (the "new 2027 notes," collectively with the new 2025 notes, the "notes") at 99.75% of par, plus accrued interest from June 6, 2017. The private placement was upsized from a previously announced amount of $750,000,000.
The new 2025 notes will be an additional issuance of Chesapeake's outstanding 8.00% senior notes due 2025, which Chesapeake issued in December 2016 in an original aggregate principal amount of $1,000,000,000. The new 2025 notes to be issued in this offering and the previously issued senior notes due 2025 will be treated as a single class of notes under the indenture. The new 2027 notes will be an additional issuance of Chesapeake's outstanding 8.00% senior notes due 2027, which Chesapeake issued in June 2017 in an original aggregate principal amount of $750,000,000. The new 2027 notes to be issued in this offering and the previously issued senior notes due 2027 will be treated as a single class of notes under the indenture.
The new 2025 notes will mature on January 15, 2025 and bear interest at the annual rate of 8.00%. The new 2027 notes will mature on June 15, 2027 and bear interest at the annual rate of 8.00%. Interest on the new 2025 notes will accrue from July 15, 2017 and will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2018. Interest on the new 2027 notes will accrue from June 6, 2017 and will be payable semi-annually in arrears on December 15 and June 15 of each year, beginning on December 15, 2017.
Chesapeake may redeem some or all of the notes at any time prior to January 15, 2020, with respect to the new 2025 notes, and June 15, 2022, with respect to the new 2027 notes, at a price equal to 100% of the principal amount of the notes to be redeemed plus a "make-whole" premium. In addition, Chesapeake may redeem some or all of the notes at any time on or after January 15, 2020, with respect to the new 2025 notes, and June 15, 2022, with respect to the new 2027 notes, at the applicable redemption price in accordance with the terms of the notes and the applicable indentures and supplemental indentures governing the notes. In addition, subject to certain conditions, before January 15, 2020, with respect to the new 2025 notes, and before June 15, 2020, with respect to the new 2027 notes, Chesapeake may redeem up to 35% of the aggregate principal amount of each series of the notes at a price equal to 108% of the principal amount of the notes to be redeemed using the net proceeds of certain equity offerings by Chesapeake.
The closing of the private placement is expected to occur on October 12, 2017 and is subject to the satisfaction of customary closing conditions.
Chesapeake intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility (if required), to finance tender offers for certain of its senior notes announced September 27, 2017. If the tender offers are not consummated or the net proceeds from the offering exceed the total consideration payable in the tender offers, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment of outstanding indebtedness under its credit facility and the repayment or repurchase of other indebtedness.
The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Chesapeake's outstanding senior notes subject to the concurrent tender offers. The concurrent tender offers are being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated September 27, 2017 and the related letter of transmittal.
The closing of the private placement is expected to occur on October 12, 2017 and is subject to the satisfaction of customary closing conditions.
Chesapeake intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility (if required), to finance tender offers for certain of its senior notes announced September 27, 2017. If the tender offers are not consummated or the net proceeds from the offering exceed the total consideration payable in the tender offers, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment of outstanding indebtedness under its credit facility and the repayment or repurchase of other indebtedness.
The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Chesapeake's outstanding senior notes subject to the concurrent tender offers. The concurrent tender offers are being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated September 27, 2017 and the related letter of transmittal.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the use of proceeds of the proposed notes offering. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by market conditions, results of tender offers or by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), that could cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT:
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com
MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
media@chk.com
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-announces-pricing-and-upsizing-of-private-placement-of-850000000-of-senior-notes-300527243.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 27, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today that it has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $550,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
No more than $350,000,000 aggregate purchase price, exclusive of accrued interest (the "Priority 1 Tender Cap"), of 8.00% Senior Secured Second Lien Notes due 2022 (the "Priority 1 Notes"), no more than $200,000,000 aggregate purchase price, exclusive of accrued interest (the "Priority 2 Tender Cap"), of 6.625% Senior Notes due 2020 and 6.875% Senior Notes due 2020 (the "Priority 2 Notes"), and no more than $200,000,000 less the aggregate purchase price, exclusive of accrued interest, of the Priority 2 Notes validly tendered and accepted for purchase (the "Priority 3 Tender Cap" and, together with the Priority 1 Tender Cap and Priority 2 Tender Cap, the "Tender Caps" and each individually, a "Tender Cap"), of 6.125% Senior Notes due 2021 and 5.375% Senior Notes due 2021 (the "Priority 3 Notes"), will be purchased in the Tender Offers. The terms and conditions of the Tender Offers are described in an Offer to Purchase dated September 27, 2017 (the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth certain terms of the Tender Offers:
Series of Notes |
CUSIP Number |
Aggregate |
Tender Caps(1) |
Acceptance |
Tender Offer |
Early Tender |
Total | |||||||
8.00% Senior Secured Second Lien Notes due 2022 |
165167CQ8 U16450AT2 |
$1,737,135,000 |
$350,000,000 |
1 |
$1,062.50 |
$30.00 |
$1,092.50 | |||||||
6.625% Senior Notes due 2020 |
165167CF2 |
$572,621,000 |
$200,000,000 |
2 |
$1,010.00 |
$30.00 |
$1,040.00 | |||||||
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$278,978,000 |
2 |
$1,005.00 |
$30.00 |
$1,035.00 | ||||||||
6.125% Senior Notes due 2021 |
165167CG0 |
$550,327,000 |
3 |
$982.50 |
$30.00 |
$1,012.50 | ||||||||
5.375% Senior Notes due 2021 |
165167CK1 |
$269,907,000 |
3 |
$937.50 |
$30.00 |
$967.50 |
(1) A $350,000,000 Tender Cap applies to the aggregate purchase (exclusive of Accrued Interest) of the 8.00% Senior Secured Second Lien Notes due 2022. A $200,000,000 Tender Cap applies to the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively. A Tender Cap equal to $200,000,000 less the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively, validly tendered and accepted for purchase, applies to the 6.125% Senior Notes due 2021 and the 5.375% Senior Notes due 2021, collectively.
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date).
(3) Includes the applicable Early Tender Premium, (as defined below).
The Tender Offers will expire at 11:59 p.m., New York City time, on October 25, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers at or prior to, but not after, 5:00 p.m., New York City time, on October 11, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Withdrawal Deadline"). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on October 11, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the early tender premium, for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Premium" and, together with the applicable Tender Offer Consideration, the "Total Consideration"). Holders of Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium for the applicable series of Notes. No tenders will be valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offers will, on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the "Accrued Interest").
Chesapeake reserves the right, in its sole discretion, to increase or decrease the Aggregate Maximum Purchase Amount and any Tender Cap at any time without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for any Tender Offer, subject to compliance with applicable law, which could result in Chesapeake purchasing a greater or lesser amount of Notes in the Tender Offers. If Chesapeake changes the Aggregate Maximum Purchase Amount or any Tender Cap, it does not expect to extend the Withdrawal Deadline, subject to applicable law. At the current Aggregate Maximum Purchase Amount and Tender Caps, the amount of Priority 1 Notes accepted for purchase would not reduce the amount of Priority 2 Notes and Priority 3 Notes, collectively, accepted for purchase. At the current Tender Caps, the Aggregate Maximum Purchase Amount would not affect the amount of Priority 1 Notes, Priority 2 Notes or Priority 3 Notes accepted for purchase.
Chesapeake reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Notes validly tendered at or prior to the Early Tender Date (the date of such acceptance and purchase, the "Early Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Tender Caps, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Early Settlement Date will be determined at Chesapeake's option, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Early Settlement Date. If Chesapeake elects to have an Early Settlement Date, it will accept Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Purchase Amount, the Tender Caps, the Acceptance Priority Levels and proration as described in the Offer to Purchase. Irrespective of whether Chesapeake chooses to exercise its option to have an Early Settlement Date, it will purchase any remaining Notes that have been validly tendered at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by Chesapeake, promptly following the Expiration Date (the date of such acceptance and purchase, the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date each being a "Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Tender Caps, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Expiration Date and Notes having an aggregate purchase price (exclusive of Accrued Interest) equal to the Aggregate Maximum Purchase Amount are not purchased on the Early Settlement Date.
Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration as described in the Offer to Purchase, all Notes validly tendered at or prior to the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered at or prior to the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase. However, even if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Aggregate Maximum Purchase Amount and the Tender Caps, Notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any Notes validly tendered after the Early Tender Date are accepted for purchase, even if such Notes validly tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Date. Therefore, if the aggregate purchase price (exclusive of Accrued Interest) of Notes validly tendered at or prior to the Early Tender Date up to the amount of the applicable Tender Cap equals or exceeds the Aggregate Maximum Purchase Amount, Chesapeake will not accept for purchase any Notes tendered after the Early Tender Date, and if the aggregate purchase price (exclusive of Accrued Interest) of Priority 1 Notes, Priority 2 Notes or Priority 3 Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Priority 1 Tender Cap, Priority 2 Tender Cap or the Priority 3 Tender Cap, as applicable, Chesapeake will not accept for purchase Priority 1 Notes, Priority 2 Notes or Priority 3 Notes, as applicable, tendered after the Early Tender Date. Additional information about the application of the Aggregate Maximum Purchase Amount, Acceptance Priority Levels, Tender Caps and proration is set forth in the Offer to Purchase.
The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including receipt by Chesapeake of net proceeds from a concurrent private offering of senior notes to finance at least $500,000,000 of the payment of the Tender Offer Consideration and the Total Consideration.
Morgan Stanley & Co. LLC is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Morgan Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect) (212) 761-1057. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of securities will be made only by means of a private offering circular pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers and the results of the proposed notes offering. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, including the ability to consummate the proposed notes offering, the ability to consummate any or all of the Tender Offers and those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT:
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com
MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
media@chk.com
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 27, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has commenced a private placement to eligible purchasers of $750,000,000 aggregate principal amount of additional 8.00% senior notes due 2025 (the "new 2025 notes") and 8.00% senior notes due 2027 (the "new 2027 notes," collectively with the new 2025 notes, the "notes"). The new 2025 notes will be an additional issuance of Chesapeake's outstanding 8.00% senior notes due 2025, which Chesapeake issued in December 2016 in an original aggregate principal amount of $1,000,000,000. The new 2025 notes to be issued in this offering and the previously issued senior notes due 2025 will be treated as a single class of notes under the indenture. The new 2027 notes will be an additional issuance of Chesapeake's outstanding 8.00% senior notes due 2027, which Chesapeake issued in June 2017 in an original aggregate principal amount of $750,000,000. The new 2027 notes to be issued in this offering and the previously issued senior notes due 2027 will be treated as a single class of notes under the indenture.
Chesapeake intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility (if required), to finance tender offers for certain of its senior notes announced today. If the tender offers are not consummated or the net proceeds from the offering exceed the total consideration payable in the tender offers, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment of outstanding indebtedness under its credit facility and the repayment or repurchase of other indebtedness.
The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 |
Gordon Pennoyer (405) 935-8878 |
6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Chesapeake's outstanding senior notes subject to the concurrent tender offers. The concurrent tender offers are being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated September 27, 2017 and the related letter of transmittal.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the use of proceeds of the proposed notes offering. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by market conditions, results of tender offers or by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), that could cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-announces-private-placement-of-750000000-of-senior-notes-300526652.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 26, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today provided an update on its 2017 third quarter operational results and revisions to its 2017 full-year guidance. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "As a result of operational delays and curtailments due to disruptions caused by Hurricane Harvey, closed asset sales and capital allocation adjustments, we are forecasting our 2017 third quarter volumes to be approximately 542,000 boe per day, including approximately 86,000 barrels of oil per day, compared to total production for the 2017 second quarter of approximately 527,600 boe per day, including approximately 88,400 barrels of oil per day. We expect these impacts to be limited to the third quarter, but are revising our guidance for the full year. Last week we averaged approximately 555,000 boe per day and 91,000 barrels of oil per day, and we anticipate our volumes will continue to grow substantially in the 2017 fourth quarter as our current production rate has recovered from the delays noted above. We plan to place 120 to 130 new wells into production in the 2017 fourth quarter, primarily in the Eagle Ford and Powder River Basin. Accordingly, we now project that our oil volumes will average approximately 100,000 barrels per day for the 2017 fourth quarter."
Lawler continued, "As we enter 2018, we remain focused on reducing our debt and driving toward cash flow neutrality. We will continue to take all of the appropriate steps to retain a disciplined pace of activity, while creating the most value from the capital efficiencies we are seeing throughout our operations."
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 |
Gordon Pennoyer (405) 935-8878 |
6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook, guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, wells placed into production, cash flow neutrality, lowering debt, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges by Seventy Seven Energy Inc.'s (SSE) former creditors in connection with SSE's recently completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock; the effectiveness of our remediation plan for a material weakness; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means. The guidance provided in this press release and outlook supersede all prior guidance for the third and fourth quarter and full year 2017.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
CHESAPEAKE ENERGY CORPORATION | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's August 2, 2017 Outlook are italicized bold below. | |
Year Ending 12/31/2017 | |
Adjusted Production Growth(a) |
(1%) to 1% |
Absolute Production |
|
Liquids - mmbbls |
51.5 - 53.5 |
Oil - mmbbls |
32.0 - 33.0 |
NGL - mmbbls |
19.5 - 20.5 |
Natural gas - bcf |
855 - 875 |
Total absolute production - mmboe |
194.0 - 199.0 |
Absolute daily rate - mboe |
532 - 545 |
Estimated Realized Hedging Effects(b) (based on 9/22/17 strip prices): |
|
Oil - $/bbl |
$2.97 |
Natural gas - $/mcf |
($0.04) |
NGL - $/bbl |
($0.13) |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$0.60 - $0.80 |
Natural gas - $/mcf |
$0.30 - $0.35 |
NGL - $/bbl |
$3.75 - $4.15 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.75 - $2.95 |
Gathering, processing and transportation expenses |
$7.00 - $7.50 |
Oil - $/bbl |
$4.00 - $4.20 |
Natural Gas - $/mcf |
$1.25 - $1.35 |
NGL - $/bbl |
$8.00 - $8.40 |
Production taxes |
$0.40 - $0.50 |
General and administrative(c) |
$1.15 - $1.25 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$4.00 - $5.00 |
Depreciation of other assets |
$0.40 - $0.50 |
Interest expense(d) |
$2.00 - $2.10 |
Marketing, gathering and compression net margin(e) |
($80) - ($60) |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(f) |
$1,900 - $2,300 |
Capitalized Interest ($ in millions) |
$200 |
Total Capital Expenditures ($ in millions) |
$2,100 - $2,500 |
(a) |
Based on 2016 production of 529 mboe per day, adjusted for 2016 and 2017 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Excludes non-cash amortization of approximately $22 million related to the buydown of a transportation agreement. |
(f) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. Excludes any additional proved property acquisitions. |
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SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 12, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced the appointment of Leslie S. Keating to the Board of Directors, effective as of September 11, 2017. Keating will serve as a member of the Audit Committee and the Compensation Committee and will stand for re-election at the 2018 annual meeting of shareholders.
Chesapeake Chairman R. Brad Martin commented, "We are very pleased to welcome Leslie to the Board of Directors. She has a proven track record of enhancing performance for multibillion-dollar corporations through innovative P&L leadership in the areas of operations and supply chain functions. In addition to her extensive experience, her commitment to safety and environmental compliance aligns directly with Chesapeake's culture and values.
Keating currently serves as Executive Vice President – Supply Chain Strategy and Transformation for Advance Auto Parts (NYSE: AAP), where she is leading the development, execution and re-architecture of the business model to deliver transformative P&L value. Keating joined Advance Auto Parts in March of 2017 following a 31-year career with PepsiCo. While at PepsiCo, Keating most recently served as Senior Vice President – Supply Chain, where she was responsible for all aspects of Frito Lay's North American supply chain including manufacturing, warehousing and transportation. She previously oversaw PepsiCo's innovation, commercialization and services agenda as the Senior Vice President – Commercialization and Supply Chain. Keating serves on the Board of Directors of River Logic, a privately held technology firm. She graduated from Virginia Tech with a bachelor's degree in mechanical engineering and holds an Executive MBA from Georgia State University.
Keating commented, "I am thrilled to join a company with such great opportunities in front of it, and I am looking forward to working with the Board and management team to help Chesapeake reach its full potential."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
405-935-8870 |
405-935-8878 |
ir@chk.com |
media@chk.com |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-announces-the-appointment-of-leslie-s-keating-to-board-of-directors-300517399.html
SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Aug. 3, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2017 second quarter plus other recent developments. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "Our assets continue to deliver improving well results due to longer laterals and enhanced completion techniques, with a new record operated well in the Marcellus being a prime example of this. We expect our total production to move higher throughout the year, driven by large turn-in-line projects underway in the Eagle Ford, Utica and Powder River Basin operating areas. This has already started, as we averaged approximately 548,300 barrels of oil equivalent per day, including a peak rate of 90,400 barrels of oil production, for the month of July.
"Despite our anticipated growth, we are actively managing our 2017 capital program to the highest-return investments in our portfolio or reducing spending in certain areas altogether. Our planned activity levels result in a reduction of our rig count and wells placed on production during the last six months of the year, as our 2017 capital program has been focused on restoring our cash flow generating capability, improving our margins and growing value. Improving our balance sheet is our number one priority at Chesapeake, and we will remain flexible in our capital spending program, both for the remainder of 2017 and in 2018, as we continue to drive toward cash flow neutrality."
2017 Second Quarter Results
For the 2017 second quarter, Chesapeake's revenues increased by 41% year over year primarily due to an increase in the average realized commodity prices for the company's production and unrealized hedging gains, partially offset by a decrease in production volumes sold. Chesapeake's revenues decreased 17% quarter over quarter due to a decrease in the average realized commodity prices for the company's production, primarily the seasonal decrease in natural gas prices and lower unrealized hedging gains. Average daily production for the 2017 second quarter of approximately 527,600 barrels of oil equivalent (boe) increased by 2% sequentially, adjusted for asset sales, and consisted of approximately 88,400 barrels (bbls) of oil, 2.294 billion cubic feet (bcf) of natural gas and 56,900 bbls of natural gas liquids (NGL).
Average production expenses during the 2017 second quarter were $2.92 per boe, while G&A expenses (including stock-based compensation) during the 2017 second quarter were $1.45 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2017 second quarter were $4.37 per boe, an increase of 7% year over year and an increase of 4% quarter over quarter driven by a decrease in producing well count due to divestitures resulting in reduced cost recovery in G&A. Gathering, processing and transportation expenses during the 2017 second quarter were $7.44 per boe, a decrease of 7% year over year and a nominal decrease quarter over quarter.
Chesapeake reported net income available to common stockholders of $470 million, or $0.47 per diluted share, while the company's EBITDA for the 2017 second quarter was $812 million. Adjusting for unrealized gains on commodity derivatives, impairments related to the reduction of transportation commitments on the Gulf Crossing pipeline, the gain on repurchase of debt and other items that are typically excluded by securities analysts, the 2017 second quarter adjusted net income attributable to Chesapeake was $146 million, or $0.18 per diluted share, while the company's adjusted EBITDA was $461 million. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 12 – 18 of this release.
Capital Spending Overview
Chesapeake's total capital investments were approximately $667 million during the 2017 second quarter, compared to approximately $576 million in the 2017 first quarter and $456 million in the 2016 second quarter. A summary of the company's guidance for 2017 is provided under "Management's Outlook as of August 3, 2017," beginning on page 20.
2017 |
2017 |
2016 | |||||||
Operated activity comparison |
Q2 |
Q1 |
Q2 | ||||||
Average rig count |
19 |
16 |
9 | ||||||
Gross wells spud |
102 |
87 |
49 | ||||||
Gross wells completed |
107 |
99 |
131 | ||||||
Gross wells connected |
94 |
76 |
141 | ||||||
Type of cost ($ in millions) |
|||||||||
Drilling and completion costs |
$ |
596 |
$ |
506 |
$ |
337 |
|||
Exploration costs, leasehold and additions to other PP&E |
24 |
19 |
56 |
||||||
Subtotal capital expenditures |
$ |
620 |
$ |
525 |
$ |
393 |
|||
Capitalized interest |
47 |
51 |
63 |
||||||
Total capital expenditures |
$ |
667 |
$ |
576 |
$ |
456 |
Balance Sheet and Liquidity
As of June 30, 2017, Chesapeake's principal debt balance was approximately $9.7 billion with $13 million in cash on hand, compared to $10.0 billion with $882 million in cash on hand as of December 31, 2016. The company's total liquidity as of June 30, 2017 was approximately $3.1 billion, which included cash on hand and a borrowing capacity of approximately $3.1 billion under the company's senior secured revolving credit facility. At June 30, 2017, the company had $575 million of outstanding borrowings under the revolving credit facility and had used $100 million of the revolving credit facility for various letters of credit. The company's borrowing base under the senior secured revolving credit facility was reaffirmed by the lenders at $3.785 billion on June 15, 2017.
Asset Divestitures Update
Year to date, Chesapeake has sold or agreed to sell multiple producing properties for approximately $360 million to various private buyers, excluding the proceeds from the company's Haynesville Shale divestitures announced in December 2016 that closed in 2017. As of June 30, 2017, Chesapeake has closed $95 million in asset sales with approximately $265 million pending and expected to close by the end of the 2017 third quarter, subject to certain customary post-closing adjustments.
Operations Update
Chesapeake's average daily production for the 2017 second quarter was approximately 527,600 boe and is further detailed in the table below. Chesapeake's projected production volumes and capital expenditure program are subject to capital allocation decisions throughout the year and may be adjusted based on prevailing market conditions.
2017 |
2017 |
2016 | |
Operating area net production (mboe/day) |
Q2 |
Q1 |
Q2 |
Eagle Ford |
100 |
96 |
92 |
Haynesville |
121 |
121 |
126 |
Marcellus |
135 |
146 |
134 |
Utica |
97 |
96 |
137 |
Mid-Continent |
59 |
57 |
78 |
Powder River Basin |
16 |
12 |
16 |
Barnett |
— |
— |
65 |
Other |
— |
— |
9 |
Total production |
528 |
528 |
657 |
Chesapeake is currently utilizing 18 drilling rigs (below the 2017 second quarter average of 19) across its operating areas, seven of which are located in the Eagle Ford Shale, four in the Mid-Continent area, three in the Haynesville Shale, two in the Powder River Basin (PRB) and two in Northeast Appalachia. Chesapeake plans to exit 2017 utilizing 14 rigs and intends to place on production approximately 20 fewer gross operated wells in 2017.
In the Eagle Ford Shale, Chesapeake placed its first Upper Eagle Ford Shale well, the Blakeway 3D DIM 2H, on production in June 2017 at a peak rate of 1,759 boe per day (86% oil). Chesapeake expects to place on production up to 100 wells in South Texas in the second half of 2017, compared to 61 wells in the first half of 2017.
In the PRB, Chesapeake's first well targeting the Mowry formation, the Combs 17-33-70 USA B MW 40H, was drilled with a 4,200-foot lateral and placed on production in July 2017. This well was drilled in the gas window to test productivity, permeability and pressure and near current pipe infrastructure to minimize cycle time. This well has reached a peak rate of 6,629 thousand cubic feet (mcf) of natural gas per day and is expected to climb as it unloads fracture stimulation fluid. Chesapeake's next Mowry tests are planned to be drilled in 2018 in the wet gas window with longer laterals.
The company's second Turner well, the Rankin 5-33-68 A TR 1H, was placed on production in May 2017 and reached a peak rate of 2,886 boe per day (51% oil). Chesapeake plans to place on production up to four additional wells in the Turner formation by year-end 2017. The company also expects to place up to 14 new wells targeting the Sussex formation by year-end 2017. Currently, Chesapeake plans to add a third rig in the PRB operating area in October 2017 and expects to place on production up to 19 wells in the second half of 2017, compared to nine wells in the first half of 2017.
In the Marcellus Shale, the company placed the McGavin E WYO 6H well on production with a 10,429-foot lateral and enhanced completion. This well has reached a peak rate of 61,759 mcf of gas per day after six days of production, making it the highest-rate operated well in the Marcellus Shale in the company's history. Chesapeake has approximately 2.2 bcf of gas per day of gross productive capacity and expects to maintain its gross production at or around its total capacity through the remainder of 2017, depending on gas prices. Chesapeake expects to place on production up to 40 wells in the Marcellus Shale in the second half of 2017, compared to 11 wells in the first half of 2017.
In the Haynesville Shale, the Hunter 20&17-12-12 1H ALT well located in DeSoto Parish was placed on production in July 2017 with a 7,495-foot lateral. This well reached a peak rate of 38,840 mcf of gas per day, resulting in one of the highest rates per lateral foot in the company's history from the area. Chesapeake expects to place on production up to 23 wells in the Haynesville Shale in the second half of 2017, compared to 17 wells in the first half of 2017.
Chesapeake re-completed its first Haynesville well utilizing a new production liner in July 2017. After installing the new liner, Chesapeake re-stimulated the well and returned it to production at a peak rate of approximately 9,043 mcf of gas per day, compared to producing 65 mcf of gas per day before the re-stimulation treatment. This recompletion was performed on one of the first wells Chesapeake drilled in the Haynesville. Drilled in 2008, the well had an initial peak production of 4,705 mcf of gas per day producing from a 2,990-foot lateral in 2008.
Key Financial and Operational Results | |||||||||
The table below summarizes Chesapeake's key financial and operational results during the 2017 second quarter compared to results in prior periods. | |||||||||
Three Months Ended | |||||||||
06/30/17 |
03/31/17 |
06/30/16 | |||||||
Oil equivalent production (in mmboe) |
48 |
48 |
60 |
||||||
Oil production (in mmbbls) |
8 |
8 |
8 |
||||||
Average realized oil price ($/bbl)(a) |
51.65 |
51.72 |
44.31 |
||||||
Natural gas production (in bcf) |
209 |
211 |
269 |
||||||
Average realized natural gas price ($/mcf)(a) |
2.71 |
3.02 |
1.97 |
||||||
NGL production (in mmbbls) |
5 |
5 |
7 |
||||||
Average realized NGL price ($/bbl)(a) |
18.51 |
24.04 |
12.88 |
||||||
Production expenses ($/boe) |
(2.92) |
(2.84) |
(3.05) |
||||||
Gathering, processing and transportation expenses ($/boe) |
(7.44) |
(7.47) |
(8.04) |
||||||
Oil - ($/bbl) |
(3.70) |
(3.85) |
(3.64) |
||||||
Natural Gas - ($/mcf) |
(1.37) |
(1.35) |
(1.48) |
||||||
NGL - ($/bbl) |
(7.87) |
(8.47) |
(7.61) |
||||||
Production taxes ($/boe) |
(0.42) |
(0.47) |
(0.32) |
||||||
General and administrative expenses ($/boe)(b) |
(1.20) |
(1.18) |
(0.86) |
||||||
Stock-based compensation ($/boe) |
(0.25) |
(0.17) |
(0.16) |
||||||
DD&A of oil and natural gas properties ($/boe) |
(4.21) |
(4.15) |
(4.64) |
||||||
DD&A of other assets ($/boe) |
(0.43) |
(0.44) |
(0.48) |
||||||
Interest expense ($/boe)(a) |
(1.92) |
(1.97) |
(1.00) |
||||||
Marketing, gathering and compression net margin ($ in millions)(c) |
(25) |
(44) |
(25) |
||||||
Net cash provided by (used in) operating activities ($ in millions) |
(157) |
99 |
95 |
||||||
Net cash provided by (used in) operating activities ($/boe) |
(3.27) |
2.06 |
1.58 |
||||||
Operating cash flow ($ in millions)(d) |
303 |
(14) |
176 |
||||||
Operating cash flow ($/boe) |
6.31 |
(0.29) |
2.94 |
||||||
Adjusted ebitda ($ in millions)(e) |
461 |
525 |
252 |
||||||
Adjusted ebitda ($/boe) |
9.60 |
11.05 |
4.21 |
||||||
Net income (loss) available to common stockholders ($ in millions) |
470 |
75 |
(1,818) |
||||||
Income (loss) per share – diluted ($) |
0.47 |
0.08 |
(2.51) |
||||||
Adjusted net income (loss) attributable to Chesapeake ($ in millions)(f) |
146 |
212 |
(115) |
||||||
Adjusted income (loss) per share - diluted ($)(g) |
0.18 |
0.23 |
(0.16) |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation and restructuring and other termination costs. |
(c) |
Includes revenue, operating expenses and for the three months ended June 30, 2016, unrealized gains (losses) on supply contract derivatives, but excludes depreciation and amortization of other assets. For the three months ended June 30, 2016, unrealized losses on supply contract derivatives were $37 million. No other period had such gains (losses). |
(d) |
Defined as cash flow provided by operating activities before changes in assets and liabilities. Operating cash flow for the three months ended June 30, 2017 includes $23 million paid to terminate future natural gas transportation commitments. |
(e) |
Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 18. |
(f) |
Defined as net income (loss) attributable to Chesapeake, as adjusted to remove the effects of certain items detailed on pages 12 - 15. |
(g) |
Our presentation of diluted adjusted net income (loss) per share excludes shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
2017 Second Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Thursday, August 3, 2017 at 9:00 am EDT. The telephone number to access the conference call is 719-785-1749 or toll-free 888-855-5428. The passcode for the call is 9224968. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 9224968. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering, processing and transportation commitments), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges by Seventy Seven Energy Inc.'s (SSE) former creditors in connection with SSE's recently completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock; the effectiveness of our remediation plan for a material weakness; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: Brad Sylvester, CFA (405) 935-8870 ir@chk.com |
MEDIA CONTACT: Gordon Pennoyer (405) 935-8878 media@chk.com |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in millions except per share data) (unaudited) | ||||||||
Three Months Ended | ||||||||
2017 |
2016 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
1,279 |
$ |
440 |
||||
Marketing, gathering and compression |
1,002 |
1,182 |
||||||
Total Revenues |
2,281 |
1,622 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
140 |
182 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
357 |
481 |
||||||
Production taxes |
21 |
19 |
||||||
Marketing, gathering and compression |
1,027 |
1,207 |
||||||
General and administrative |
70 |
61 |
||||||
Restructuring and other termination costs |
— |
3 |
||||||
Provision for legal contingencies |
17 |
71 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
202 |
277 |
||||||
Depreciation and amortization of other assets |
21 |
29 |
||||||
Impairment of oil and natural gas properties |
— |
1,070 |
||||||
Impairments of fixed assets and other |
26 |
6 |
||||||
Net (gains) losses on sales of fixed assets |
1 |
(1) |
||||||
Total Operating Expenses |
1,882 |
3,405 |
||||||
INCOME (LOSS) FROM OPERATIONS |
399 |
(1,783) |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(93) |
(62) |
||||||
Losses on investments |
— |
(2) |
||||||
Gains on purchases or exchanges of debt |
191 |
68 |
||||||
Other income (expense) |
(1) |
3 |
||||||
Total Other Income |
97 |
7 |
||||||
INCOME (LOSS) BEFORE INCOME TAXES |
496 |
(1,776) |
||||||
Income Tax Expense |
1 |
— |
||||||
NET INCOME (LOSS) |
495 |
(1,776) |
||||||
Net income attributable to noncontrolling interests |
(1) |
— |
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE |
494 |
(1,776) |
||||||
Preferred stock dividends |
(16) |
(42) |
||||||
Earnings allocated to participating securities |
(8) |
— |
||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS |
$ |
470 |
$ |
(1,818) |
||||
EARNINGS (LOSS) PER COMMON SHARE: |
||||||||
Basic |
$ |
0.52 |
$ |
(2.51) |
||||
Diluted |
$ |
0.47 |
$ |
(2.51) |
||||
WEIGHTED AVERAGE COMMON AND COMMON |
||||||||
Basic |
908 |
724 |
||||||
Diluted |
1,114 |
724 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
Six Months Ended | ||||||||
2017 |
2016 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
2,748 |
$ |
1,433 |
||||
Marketing, gathering and compression |
2,286 |
2,142 |
||||||
Total Revenues |
5,034 |
3,575 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
275 |
388 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
712 |
963 |
||||||
Production taxes |
43 |
37 |
||||||
Marketing, gathering and compression |
2,355 |
2,149 |
||||||
General and administrative |
135 |
109 |
||||||
Restructuring and other termination costs |
— |
3 |
||||||
Provision for legal contingencies |
15 |
104 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
399 |
540 |
||||||
Depreciation and amortization of other assets |
42 |
58 |
||||||
Impairment of oil and natural gas properties |
— |
2,067 |
||||||
Impairments of fixed assets and other |
417 |
44 |
||||||
Net (gains) losses on sales of fixed assets |
1 |
(5) |
||||||
Total Operating Expenses |
4,394 |
6,457 |
||||||
INCOME (LOSS) FROM OPERATIONS |
640 |
(2,882) |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(188) |
(124) |
||||||
Losses on investments |
— |
(2) |
||||||
Loss on sale of investment |
— |
(10) |
||||||
Gains on purchases or exchanges of debt |
184 |
168 |
||||||
Other income |
2 |
6 |
||||||
Total Other Income (Expense) |
(2) |
38 |
||||||
INCOME (LOSS) BEFORE INCOME TAXES |
638 |
(2,844) |
||||||
Income Tax Expense |
2 |
— |
||||||
NET INCOME (LOSS) |
636 |
(2,844) |
||||||
Net income attributable to noncontrolling interests |
(2) |
— |
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE |
634 |
(2,844) |
||||||
Preferred stock dividends |
(39) |
(85) |
||||||
Loss on exchange of preferred stock |
(41) |
— |
||||||
Earnings allocated to participating securities |
(7) |
— |
||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS |
$ |
547 |
$ |
(2,929) |
||||
EARNINGS (LOSS) PER COMMON SHARE: |
||||||||
Basic |
$ |
0.60 |
$ |
(4.21) |
||||
Diluted |
$ |
0.59 |
$ |
(4.21) |
||||
WEIGHTED AVERAGE COMMON AND COMMON |
||||||||
Basic |
907 |
695 |
||||||
Diluted |
1,053 |
695 |
CHESAPEAKE ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) (unaudited) | ||||||||
June 30, 2017 |
December 31, 2016 | |||||||
Cash and cash equivalents |
$ |
13 |
$ |
882 |
||||
Other current assets |
1,234 |
1,260 |
||||||
Total Current Assets |
1,247 |
2,142 |
||||||
Property and equipment, net |
10,418 |
10,609 |
||||||
Other assets |
255 |
277 |
||||||
Total Assets |
$ |
11,920 |
$ |
13,028 |
||||
Current liabilities |
$ |
2,158 |
$ |
3,648 |
||||
Long-term debt, net |
9,850 |
9,938 |
||||||
Other long-term liabilities |
596 |
645 |
||||||
Total Liabilities |
12,604 |
14,231 |
||||||
Preferred stock |
1,671 |
1,771 |
||||||
Noncontrolling interests |
254 |
257 |
||||||
Common stock and other stockholders' equity (deficit) |
(2,609) |
(3,231) |
||||||
Total Equity (Deficit) |
(684) |
(1,203) |
||||||
Total Liabilities and Equity |
$ |
11,920 |
$ |
13,028 |
||||
Common shares outstanding (in millions) |
908 |
896 |
||||||
Principal amount of debt outstanding |
$ |
9,710 |
$ |
9,989 |
CHESAPEAKE ENERGY CORPORATION SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE (unaudited) | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
2017 |
2016 |
2017 |
2016 | |||||||||||||
Net Production: |
||||||||||||||||
Oil (mmbbl) |
8 |
8 |
16 |
17 |
||||||||||||
Natural gas (bcf) |
209 |
269 |
420 |
546 |
||||||||||||
NGL (mmbbl) |
5 |
7 |
10 |
13 |
||||||||||||
Oil equivalent (mmboe) |
48 |
60 |
96 |
121 |
||||||||||||
Oil, natural gas and NGL Sales ($ in millions): |
||||||||||||||||
Oil sales |
$ |
383 |
$ |
355 |
$ |
761 |
$ |
610 |
||||||||
Oil derivatives – realized gains (losses)(a) |
33 |
11 |
44 |
84 |
||||||||||||
Oil derivatives – unrealized gains (losses)(a) |
47 |
(168) |
141 |
(240) |
||||||||||||
Total oil sales |
463 |
198 |
946 |
454 |
||||||||||||
Natural gas sales |
601 |
440 |
1,254 |
923 |
||||||||||||
Natural gas derivatives – realized gains (losses)(a) |
(36) |
92 |
(52) |
242 |
||||||||||||
Natural gas derivatives – unrealized gains (losses)(a) |
156 |
(365) |
387 |
(335) |
||||||||||||
Total natural gas sales |
721 |
167 |
1,589 |
830 |
||||||||||||
NGL sales |
95 |
89 |
211 |
163 |
||||||||||||
NGL derivatives – realized gains (losses)(a) |
1 |
(3) |
2 |
(3) |
||||||||||||
NGL derivatives – unrealized gains (losses)(a) |
(1) |
(11) |
— |
(11) |
||||||||||||
Total NGL sales |
95 |
75 |
213 |
149 |
||||||||||||
Total oil, natural gas and NGL sales |
$ |
1,279 |
$ |
440 |
$ |
2,748 |
$ |
1,433 |
||||||||
Average Sales Price (excluding gains (losses) on derivatives): |
||||||||||||||||
Oil ($ per bbl) |
$ |
47.51 |
$ |
43.00 |
$ |
48.83 |
$ |
35.98 |
||||||||
Natural gas ($ per mcf) |
$ |
2.88 |
$ |
1.63 |
$ |
2.99 |
$ |
1.69 |
||||||||
NGL ($ per bbl) |
$ |
18.36 |
$ |
13.37 |
$ |
20.99 |
$ |
12.43 |
||||||||
Oil equivalent ($ per boe) |
$ |
22.46 |
$ |
14.76 |
$ |
23.29 |
$ |
14.01 |
||||||||
Average Sales Price (including realized gains (losses) on derivatives): |
||||||||||||||||
Oil ($ per bbl) |
$ |
51.65 |
$ |
44.31 |
$ |
51.68 |
$ |
40.93 |
||||||||
Natural gas ($ per mcf) |
$ |
2.71 |
$ |
1.97 |
$ |
2.87 |
$ |
2.14 |
||||||||
NGL ($ per bbl) |
$ |
18.51 |
$ |
12.88 |
$ |
21.19 |
$ |
12.17 |
||||||||
Oil equivalent ($ per boe) |
$ |
22.42 |
$ |
16.43 |
$ |
23.23 |
$ |
16.68 |
||||||||
Interest Expense ($ in millions): |
||||||||||||||||
Interest expense(b) |
$ |
93 |
$ |
63 |
$ |
187 |
$ |
125 |
||||||||
Interest rate derivatives – realized (gains) losses(c) |
(1) |
(3) |
(2) |
(6) |
||||||||||||
Interest rate derivatives – unrealized (gains) losses(c) |
1 |
2 |
3 |
5 |
||||||||||||
Total Interest Expense |
$ |
93 |
$ |
62 |
$ |
188 |
$ |
124 |
(a) |
Realized gains (losses) include the following items: (i) settlements and accruals for settlements of undesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains (losses) include the change in fair value of open derivatives scheduled to settle against future period production revenues (including current period settlements for option premiums and early terminated derivatives) offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
Beginning cash |
$ |
249 |
$ |
16 |
||||
Net cash provided by (used in) operating activities |
(157) |
95 |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(598) |
(344) |
||||||
Acquisitions of proved and unproved properties(b) |
(67) |
(359) |
||||||
Proceeds from divestitures of proved and unproved properties |
59 |
833 |
||||||
Additions to other property and equipment(c) |
(4) |
(15) |
||||||
Proceeds from sales of other property and equipment |
7 |
61 |
||||||
Other |
— |
(2) |
||||||
Net cash provided by (used in) investing activities |
(603) |
174 |
||||||
Net cash provided by (used in) financing activities |
524 |
(281) |
||||||
Change in cash and cash equivalents |
(236) |
(12) |
||||||
Ending cash |
$ |
13 |
$ |
4 |
(a) |
Includes capitalized interest of $3 million and $1 million for the three months ended June 30, 2017 and 2016, respectively. |
(b) |
Includes capitalized interest of $44 million and $60 million for the three months ended June 30, 2017 and 2016, respectively. |
(c) |
Includes capitalized interest of a nominal amount for the three months ended June 30, 2017 and 2016, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
Beginning cash |
$ |
882 |
$ |
825 |
||||
Net cash used in operating activities |
(58) |
(326) |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(1,031) |
(609) |
||||||
Acquisitions of proved and unproved properties(b) |
(162) |
(426) |
||||||
Proceeds from divestitures of proved and unproved properties |
951 |
964 |
||||||
Additions to other property and equipment(c) |
(7) |
(25) |
||||||
Proceeds from sales of other property and equipment |
26 |
70 |
||||||
Cash paid for title defects |
— |
(69) |
||||||
Other |
— |
(4) |
||||||
Net cash used in investing activities |
(223) |
(99) |
||||||
Net cash used in financing activities |
(588) |
(396) |
||||||
Change in cash and cash equivalents |
(869) |
(821) |
||||||
Ending cash |
$ |
13 |
$ |
4 |
(a) |
Includes capitalized interest of $5 million and $3 million for the six months ended June 30, 2017 and 2016, respectively. |
(b) |
Includes capitalized interest of $93 million and $124 million for the six months ended June 30, 2017 and 2016, respectively. |
(c) |
Includes capitalized interest of a nominal amount and $1 million for the six months ended June 30, 2017 and 2016, respectively. |
CHESAPEAKE ENERGY CORPORATION | |||||||
THREE MONTHS ENDED: |
June 30, 2017 | ||||||
$ |
$/Diluted | ||||||
Net income available to common stockholders (GAAP) |
$ |
470 |
$ |
0.47 |
|||
Adjustments: |
|||||||
Unrealized gains on commodity derivatives |
(202) |
(0.18) |
|||||
Provision for legal contingencies |
17 |
0.02 |
|||||
Impairments of fixed assets and other |
26 |
0.02 |
|||||
Net loss on sales of fixed assets |
1 |
— |
|||||
Gains on purchases or exchanges of debt |
(191) |
(0.17) |
|||||
Income tax expense (benefit)(a) |
— |
— |
|||||
Other |
1 |
— |
|||||
Adjusted net income available to common stockholders(b) (Non-GAAP) |
122 |
0.16 |
|||||
Preferred stock dividends |
16 |
0.01 |
|||||
Earnings allocated to participating securities |
8 |
0.01 |
|||||
Total adjusted net income attributable to Chesapeake(b) (c) |
$ |
146 |
$ |
0.18 |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 1 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||
THREE MONTHS ENDED: |
June 30, 2016 | ||||||
$ |
$/Diluted | ||||||
Net loss available to common stockholders (GAAP) |
$ |
(1,818) |
$ |
(2.51) |
|||
Adjustments: |
|||||||
Unrealized losses on commodity derivatives |
544 |
0.75 |
|||||
Unrealized losses on supply contract derivatives |
37 |
0.05 |
|||||
Restructuring and other termination costs |
3 |
— |
|||||
Provision for legal contingencies |
71 |
0.10 |
|||||
Impairment of natural gas properties |
1,070 |
1.48 |
|||||
Impairments of fixed assets and other |
6 |
0.01 |
|||||
Net gains on sales of fixed assets |
(1) |
— |
|||||
Gains on purchases or exchanges of debt |
(68) |
(0.09) |
|||||
Income tax expense (benefit)(a) |
— |
— |
|||||
Other |
(1) |
— |
|||||
Adjusted net loss available to common stockholders(b) (Non-GAAP) |
(157) |
(0.22) |
|||||
Preferred stock dividends |
42 |
0.06 |
|||||
Total adjusted net loss attributable to Chesapeake(b) (c) |
$ |
(115) |
$ |
(0.16) |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net loss available to common stockholders and total adjusted net loss attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 114 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||
SIX MONTHS ENDED: |
June 30, 2017 | ||||||
$ |
$/Diluted | ||||||
Net income available to common stockholders (GAAP) |
$ |
547 |
$ |
0.59 |
|||
Adjustments: |
|||||||
Unrealized gains on commodity derivatives |
(528) |
(0.51) |
|||||
Provision for legal contingencies |
15 |
0.01 |
|||||
Impairments of fixed assets and other |
417 |
0.40 |
|||||
Net loss on sales of fixed assets |
1 |
— |
|||||
Gains on purchases or exchanges of debt |
(184) |
(0.17) |
|||||
Loss on exchange of preferred stock |
41 |
0.04 |
|||||
Income tax expense (benefit)(a) |
— |
— |
|||||
Other |
3 |
— |
|||||
Adjusted net income available to common stockholders(b) (Non-GAAP) |
312 |
0.36 |
|||||
Preferred stock dividends |
39 |
0.04 |
|||||
Earnings allocated to participating securities |
7 |
0.01 |
|||||
Total adjusted net income attributable to Chesapeake(b) (c) |
$ |
358 |
$ |
0.41 |
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net income available to common stockholders and total adjusted net income attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 62 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||
SIX MONTHS ENDED: |
June 30, 2016 | ||||||
$ |
$/Diluted | ||||||
Net loss available to common stockholders (GAAP) |
$ |
(2,929) |
(4.21) |
||||
Adjustments: |
|||||||
Unrealized losses on commodity derivatives |
586 |
0.84 |
|||||
Unrealized losses on supply contract derivatives |
17 |
0.02 |
|||||
Restructuring and other termination costs |
3 |
0.01 |
|||||
Provision for legal contingencies |
104 |
0.15 |
|||||
Impairment of natural gas properties |
2,067 |
2.97 |
|||||
Impairments of fixed assets and other |
44 |
0.06 |
|||||
Net gains on sales of fixed assets |
(5) |
(0.01) |
|||||
Loss on sale of investment |
10 |
0.01 |
|||||
Gains on purchases or exchanges of debt |
(168) |
(0.24) |
|||||
Income tax expense (benefit)(a) |
— |
— |
|||||
Other |
3 |
0.01 |
|||||
Adjusted net loss available to common stockholders(b) (Non-GAAP) |
(268) |
(0.39) |
|||||
Preferred stock dividends |
85 |
0.13 |
|||||
Total adjusted net loss attributable to Chesapeake(b) (c) |
$ |
(183) |
$ |
(0.26) |
|||
(a) |
Due to our valuation allowance position, no income tax effect from the adjustments has been included in determining adjusted net income. | |
(b) |
Adjusted net loss available to common stockholders and total adjusted net loss attributable to Chesapeake, both in the aggregate and per dilutive share, are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Our presentation of diluted adjusted net income (loss) per share excludes 113 million shares considered antidilutive when calculating diluted earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(157) |
$ |
95 |
||||
Changes in assets and liabilities |
460 |
81 |
||||||
OPERATING CASH FLOW(a) |
$ |
303 |
$ |
176 |
||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
NET INCOME (LOSS) |
$ |
495 |
$ |
(1,776) |
||||
Interest expense |
93 |
62 |
||||||
Income tax expense |
1 |
— |
||||||
Depreciation and amortization of other assets |
21 |
29 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
202 |
277 |
||||||
EBITDA(b) |
$ |
812 |
$ |
(1,408) |
||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(157) |
$ |
95 |
||||
Changes in assets and liabilities |
460 |
81 |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
92 |
60 |
||||||
Gains (losses) on commodity derivatives, net |
200 |
(444) |
||||||
Losses on supply contract derivatives, net |
— |
(37) |
||||||
Cash (receipts) payments on commodity and supply contract derivative settlements, net |
32 |
(119) |
||||||
Stock-based compensation |
(16) |
(13) |
||||||
Restructuring and other termination costs |
— |
(3) |
||||||
Provision for legal contingencies |
(17) |
(71) |
||||||
Impairment of oil and natural gas properties |
— |
(1,070) |
||||||
Impairments of fixed assets and other |
(4) |
(1) |
||||||
Net gains (losses) on sales of fixed assets |
(1) |
1 |
||||||
Investment activity |
— |
(2) |
||||||
Gains on purchases or exchanges of debt |
191 |
68 |
||||||
Other items |
32 |
47 |
||||||
EBITDA(b) |
$ |
812 |
$ |
(1,408) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. Operating cash flow for the three months ended June 30, 2017 includes $23 million paid to terminate future natural gas transportation commitments. |
(b) |
EBITDA represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
CASH USED IN OPERATING ACTIVITIES |
$ |
(58) |
$ |
(326) |
||||
Changes in assets and liabilities |
347 |
765 |
||||||
OPERATING CASH FLOW(a) |
$ |
289 |
$ |
439 |
||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
NET INCOME (LOSS) |
$ |
636 |
$ |
(2,844) |
||||
Interest expense |
188 |
124 |
||||||
Income tax expense |
2 |
— |
||||||
Depreciation and amortization of other assets |
42 |
58 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
399 |
540 |
||||||
EBITDA(b) |
$ |
1,267 |
$ |
(2,122) |
||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
CASH USED IN OPERATING ACTIVITIES |
$ |
(58) |
$ |
(326) |
||||
Changes in assets and liabilities |
347 |
765 |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
185 |
119 |
||||||
Gains (losses) on commodity derivatives, net |
522 |
(263) |
||||||
Losses on supply contract derivatives, net |
— |
(17) |
||||||
Cash (receipts) payments on commodity and supply contract derivative settlements, net |
66 |
(386) |
||||||
Stock-based compensation |
(27) |
(25) |
||||||
Restructuring and other termination costs |
— |
(3) |
||||||
Provision for legal contingencies |
(15) |
(104) |
||||||
Impairment of oil and natural gas properties |
— |
(2,067) |
||||||
Impairments of fixed assets and other |
(1) |
(34) |
||||||
Net gains (losses) on sales of fixed assets |
(1) |
5 |
||||||
Investment activity |
— |
(12) |
||||||
Gains on purchases or exchanges of debt |
185 |
168 |
||||||
Other items |
64 |
58 |
||||||
EBITDA(b) |
$ |
1,267 |
$ |
(2,122) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities as an indicator of cash flows, or as a measure of liquidity. Operating cash flow for the six months ended June 30, 2017 includes $290 million paid to assign an oil transportation agreement to a third party and $126 million paid to terminate future natural gas transportation commitments. |
(b) |
EBITDA represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. EBITDA is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. EBITDA is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flows from operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
EBITDA |
$ |
812 |
$ |
(1,408) |
||||
Adjustments: |
||||||||
Unrealized (gains) losses on commodity derivatives |
(202) |
544 |
||||||
Unrealized losses on supply contract derivatives |
— |
37 |
||||||
Restructuring and other termination costs |
— |
3 |
||||||
Provision for legal contingencies |
17 |
71 |
||||||
Impairment of oil and natural gas properties |
— |
1,070 |
||||||
Impairments of fixed assets and other |
26 |
6 |
||||||
Net (gains) losses on sales of fixed assets |
1 |
(1) |
||||||
Gains on purchases or exchanges of debt |
(191) |
(68) |
||||||
Net income attributable to noncontrolling interests |
(1) |
— |
||||||
Other |
(1) |
(2) |
||||||
Adjusted EBITDA(a) |
$ |
461 |
$ |
252 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
EBITDA |
$ |
1,267 |
$ |
(2,122) |
||||
Adjustments: |
||||||||
Unrealized (gains) losses on commodity derivatives |
(528) |
586 |
||||||
Unrealized losses on supply contract derivatives |
— |
17 |
||||||
Restructuring and other termination costs |
— |
3 |
||||||
Provision for legal contingencies |
15 |
104 |
||||||
Impairment of oil and natural gas properties |
— |
2,067 |
||||||
Impairments of fixed assets and other |
417 |
44 |
||||||
Net (gains) losses on sales of fixed assets |
1 |
(5) |
||||||
Loss on sale of investment |
— |
10 |
||||||
Gains on purchases or exchanges of debt |
(184) |
(168) |
||||||
Net income attributable to noncontrolling interests |
(2) |
— |
||||||
Other |
— |
(2) |
||||||
Adjusted EBITDA(a) |
$ |
986 |
$ |
534 |
(a) |
Adjusted EBITDA excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to EBITDA because: | |
(i) |
Management uses adjusted EBITDA to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted EBITDA is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF PV-9 AND PV-10 TO STANDARDIZED MEASURE ($ in millions) (unaudited) | ||||
PV-9 is a non-GAAP metric used in the determination of the value of collateral under Chesapeake's credit facility. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax. The following table shows the reconciliation of PV-9 and PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure, for the year ended December 31, 2016 and for the interim period ended June 30, 2017. Management believes that PV-9 provides useful information to investors regarding the company's collateral position and that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, management believes the use of a pre-tax measure is valuable for evaluating the company. Neither PV-9 nor PV-10 should be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP. With respect to PV-9 and PV-10 calculated as of an interim date, it is not practical to calculate taxes for the related interim period because GAAP does not provide for disclosure of standardized measure on an interim basis. | ||||
PV-9 – June 30, 2017 @ NYMEX Strip |
$ |
8,960 |
||
Less: Change in discount factor from 9 to 10 |
(512) |
|||
PV-10 – June 30, 2017 @ NYMEX Strip |
8,448 |
|||
Less: Change in pricing assumption from NYMEX Strip to SEC |
(587) |
|||
PV-10 – June 30, 2017 @ SEC |
7,861 |
|||
Less: Change in PV-10 from 12/31/16 to 6/30/2017 |
(3,456) |
|||
PV-10 – December 31, 2016 @ SEC |
4,405 |
|||
Less: Present value of future income tax discounted at 10% |
(26) |
|||
Standardized measure of discounted future cash flows – December 31, 2016 |
$ |
4,379 |
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF AUGUST 2, 2017 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's May 3, 2017 Outlook are italicized bold below. | |
Year Ending | |
Adjusted Production Growth(a) |
0% to 4% |
Absolute Production |
|
Liquids - mmbbls |
52.5 - 55.0 |
Oil - mmbbls |
33.5 - 35.0 |
NGL - mmbbls |
19.0 - 20.0 |
Natural gas - bcf |
870 - 900 |
Total absolute production - mmboe |
197.5 - 205.0 |
Absolute daily rate - mboe |
541 - 562 |
Estimated Realized Hedging Effects(b) (based on 7/31/17 strip prices): |
|
Oil - $/bbl |
$2.87 |
Natural gas - $/mcf |
($0.01) |
NGL - $/bbl |
$0.04 |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$1.05 - $1.25 |
Natural gas - $/mcf |
$0.30 - $0.40 |
NGL - $/bbl |
$3.75 - $4.15 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.50 - $2.70 |
Gathering, processing and transportation expenses |
$7.00 - $7.50 |
Oil - $/bbl |
$4.00 - $4.20 |
Natural Gas - $/mcf |
$1.25 - $1.35 |
NGL - $/bbl |
$8.00 - $8.40 |
Production taxes |
$0.40 - $0.50 |
General and administrative(c) |
$1.20 - $1.30 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$4.00 - $5.00 |
Depreciation of other assets |
$0.40 - $0.50 |
Interest expense(d) |
$2.00 - $2.10 |
Marketing, gathering and compression net margin(e) |
($80) - ($60) |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(f) |
$1,900 - $2,300 |
Capitalized Interest ($ in millions) |
$200 |
Total Capital Expenditures ($ in millions) |
$2,100 - $2,500 |
(a) |
Based on 2016 production of 529 mboe per day, adjusted for 2016 and 2017 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Excludes non-cash amortization of approximately $22 million related to the buydown of a transportation agreement. |
(f) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into commodity derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of July 31, 2017, the company had downside protection, through open swaps, on a portion of its remaining 2017 oil production at an average price of $50.32 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its remaining 2017 natural gas production at an average price of $3.09 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its remaining 2017 propane production at an average price of $0.66 per gallon.
In addition, the company had downside protection, through open swaps and two-way collars, on a portion of its 2018 natural gas production at an average price of $3.09 per mcf. Chesapeake also had downside price protection through open swaps on a portion of its 2018 oil production at an average price of $51.78 per bbl and under three-way collar arrangements based on an average bought put NYMEX price of $47.00 per bbl and exposure below an average sold put NYMEX price of $39.15 per bbl.
The company's crude oil hedging positions as of July 31, 2017 were as follows:
Open Crude Oil Swaps Gains (Losses) from Closed Crude Oil Trades | |||||||||||
Open Swaps (mbbls) |
Avg. NYMEX Price of Open Swaps |
Gains/Losses from ($ in millions) | |||||||||
Q3 2017 |
5,612 |
$ |
50.27 |
$ |
23 |
||||||
Q4 2017 |
5,612 |
$ |
50.36 |
23 |
|||||||
Total 2017 |
11,224 |
$ |
50.32 |
$ |
46 |
||||||
Q1 2018 |
900 |
$ |
51.96 |
$ |
(1) |
||||||
Q2 2018 |
910 |
$ |
51.96 |
(1) |
|||||||
Q3 2018 |
460 |
$ |
51.43 |
(1) |
|||||||
Q4 2018 |
460 |
$ |
51.43 |
(1) |
|||||||
Total 2018 |
2,730 |
$ |
51.78 |
$ |
(4) |
||||||
Total 2019 – 2022 |
$ |
(8) |
Crude Oil Net Written Call Options | ||||||
Call Options (mbbls) |
Avg. NYMEX Strike Price | |||||
Q3 2017 |
1,334 |
$ |
83.50 |
|||
Q4 2017 |
1,334 |
$ |
83.50 |
|||
Total 2017 |
2,668 |
$ |
83.50 |
|||
Q3 2018 |
460 |
$ |
52.49 |
|||
Q4 2018 |
460 |
$ |
52.49 |
|||
Total 2018 |
920 |
$ |
52.49 |
Crude Oil Three-Way Collars | ||||||||||||||
Open Collars (mmbbls) |
Avg. NYMEX |
Avg. NYMEX |
Avg. NYMEX | |||||||||||
Q1 2018 |
450 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q2 2018 |
455 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q3 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Q4 2018 |
460 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
|||||||
Total 2018 |
1,825 |
$ |
39.15 |
$ |
47.00 |
$ |
55.00 |
The company's natural gas hedging positions as of July 31, 2017 were as follows:
Open Natural Gas Swaps Losses from Closed Natural Gas Trades | ||||||||||
Open Swaps (bcf) |
Avg. NYMEX Price of Open Swaps |
Losses from Closed ($ in millions) | ||||||||
Q3 2017 |
158 |
$ |
3.00 |
$ |
(1) |
|||||
Q4 2017 |
164 |
$ |
3.16 |
(3) |
||||||
Total 2017 |
322 |
$ |
3.08 |
$ |
(4) |
|||||
Q1 2018 |
163 |
$ |
3.45 |
$ |
(6) |
|||||
Q1 2018 |
107 |
$ |
2.89 |
(4) |
||||||
Q3 2018 |
109 |
$ |
2.90 |
(4) |
||||||
Q4 2018 |
109 |
$ |
2.98 |
(6) |
||||||
Total 2018 |
488 |
$ |
3.10 |
$ |
(20) |
|||||
Total 2019 – 2022 |
$ |
(49) |
Natural Gas Two-Way Collars | ||||||||||
Open Collars (bcf) |
Avg. NYMEX |
Avg. NYMEX | ||||||||
Q4 2017 |
24 |
$ |
3.25 |
$ |
3.68 |
|||||
Total 2017 |
24 |
$ |
3.25 |
$ |
3.68 |
|||||
Q1 2018 |
11 |
$ |
3.00 |
$ |
3.25 |
|||||
Q2 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
|||||
Q3 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
|||||
Q4 2018 |
12 |
$ |
3.00 |
$ |
3.25 |
|||||
Total 2018 |
47 |
$ |
3.00 |
$ |
3.25 |
Natural Gas Net Written Call Options | ||||||
Call Options (bcf) |
Avg. NYMEX Strike Price | |||||
Q3 2017 |
12 |
$ |
9.43 |
|||
Q4 2017 |
12 |
$ |
9.43 |
|||
Total 2017 |
24 |
$ |
9.43 |
|||
Total 2018 – 2020 |
66 |
$ |
12.00 |
Natural Gas Basis Protection Swaps | ||||||
Volume (bcf) |
Avg. NYMEX | |||||
Q3 2017 |
6 |
$ |
(0.46) |
|||
Q4 2017 |
6 |
$ |
(0.46) |
|||
Total 2017 |
12 |
$ |
(0.46) |
|||
Total 2018 – 2022 |
1 |
$ |
(1.03) |
The company's natural gas liquids hedging positions as of July 31, 2017 were as follows:
Open Propane Swaps | ||||||
Volume (mmgal) |
Avg. NYMEX | |||||
Q3 2017 |
17 |
$ |
0.66 |
|||
Total 2017 |
17 |
$ |
0.66 |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-2017-second-quarter-financial-and-operational-results-300498913.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, July 21, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% |
5% |
5.75% |
5.75% (Series A) | |
NYSE Symbol |
CHK Pr D |
N/A |
N/A |
N/A |
Date of Original Issue |
September 14, 2005 |
November 8, 2005 |
May 17, 2010 |
May 17, 2010 |
Registered CUSIP |
165167842 |
165167826 |
165167768 |
165167750 |
144A CUSIP |
N/A |
165167834 |
165167776 |
165167784 |
RegS CUSIP |
N/A |
N/A |
U16450204 |
U16450113 |
Clean (no legends) CUSIP |
N/A |
N/A |
165167768 |
165167750 |
Par Value per Share |
$0.01 |
$0.01 |
$0.01 |
$0.01 |
Shares Outstanding |
2,558,900 |
1,810,667 |
770,528 |
463,363 |
Liquidation Preference per Share |
$100 |
$100 |
$1,000 |
$1,000 |
Record Date |
September 1, 2017 |
August 1, 2017 |
August 1, 2017 |
August 1, 2017 |
Payment Date |
September 15, 2017 |
August 15, 2017 |
August 15, 2017 |
August 15, 2017 |
Amount per Share |
$1.125 |
$1.25 |
$14.375 |
$14.375 |
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com |
Gordon Pennoyer (405) 935-8878 media@chk.com |
6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-declares-quarterly-preferred-stock-dividends-300488330.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, July 13, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) has scheduled to release its 2017 second quarter operational and financial results before market open on Thursday, August 3, 2017. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 719-785-1749 or toll-free 888-855-5428. The passcode for the call is 9224968. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 9224968. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
View original content:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-provides-2017-second-quarter-earnings-conference-call-information-300487436.html
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, June 22, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced that the Company is calling for redemption in full on July 24, 2017 (the "Redemption Date") all of its outstanding 2.75% Contingent Convertible Senior Notes due 2035 (the "Notes"), of which an aggregate principal amount of approximately $2.0 million is outstanding. The Notes are called for redemption at a redemption price (the "Redemption Price"), in any integral multiple of $1,000, equal to 100% of the principal amount of the Notes to be redeemed, together with accrued but unpaid interest thereon, up to but not including the Redemption Date. The CUSIP number for the Notes is 165167BW6. The Redemption Price for each $1,000 principal amount of Notes is $1,000, together with accrued and unpaid interest of approximately $5.27 thereon payable with respect to each $1,000 principal amount of the Notes to the Redemption Date. Notes called for redemption may be converted at any time before the close of business on the business day immediately preceding the Redemption Date. Holders who want to convert their Notes must satisfy the requirements set forth in the Notes and the Indenture dated as of November 8, 2005, as amended and supplemented, with respect to the Notes (the "Indenture"). As of the date hereof, the conversion rate for the Notes is 27.7683. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Indenture.
On the Redemption Date, the Redemption Price will become due and payable upon each of the Notes and, unless the Company defaults in the payment of the Redemption Price or accrued interest, interest thereon will cease to accrue on and after the Redemption Date and the only remaining right of the holders is to receive payment of the Redemption Price upon surrender to the Paying Agent. The Notes called for redemption must be surrendered to the Paying Agent at the address specified below to collect the Redemption Price, together with accrued but unpaid interest thereon. Payment of the Redemption Price and surrender of the Notes for redemption will be made through the facilities of the Depository Trust Company. The name and address of the Paying Agent and Conversion Agent is as follows:
The Bank of New York Mellon Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, New York 13057
Attn: Redemption Unit
This press release does not constitute an offer to purchase or redeem, or a solicitation of an offer to sell, the Notes.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
405-935-8870 |
405-935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, June 22, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced that the Company is calling for redemption in full on July 24, 2017 (the "Redemption Date") all of its outstanding 2.500% Contingent Convertible Senior Notes due 2037 (the "Notes"), of which an aggregate principal amount of approximately $1.2 million is outstanding. The Notes are called for redemption at a redemption price (the "Redemption Price"), in any integral multiple of $1,000, equal to 100% of the principal amount of the Notes to be redeemed, together with accrued but unpaid interest thereon, up to but not including the Redemption Date. The CUSIP numbers for the Notes are 165167BZ9 and 165167CA3. The Redemption Price for each $1,000 principal amount of Notes is $1,000, together with accrued and unpaid interest of approximately $4.79 thereon payable with respect to each $1,000 principal amount of the Notes to the Redemption Date. Notes called for redemption may be converted at any time before the close of business on the business day immediately preceding the Redemption Date. Holders who want to convert their Notes must satisfy the requirements set forth in the Notes and the Indenture dated as of May 15, 2007, as amended and supplemented, with respect to the Notes (the "Indenture"). As of the date hereof, the conversion rate for the Notes is 21.0314. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Indenture.
On the Redemption Date, the Redemption Price will become due and payable upon each of the Notes and, unless the Company defaults in the payment of the Redemption Price or accrued interest, interest thereon will cease to accrue on and after the Redemption Date and the only remaining right of the holders is to receive payment of the Redemption Price upon surrender to the Paying Agent. The Notes called for redemption must be surrendered to the Paying Agent at the address specified below to collect the Redemption Price, together with accrued but unpaid interest thereon. Payment of the Redemption Price and surrender of the Notes for redemption will be made through the facilities of the Depository Trust Company. The name and address of the Paying Agent and Conversion Agent is as follows:
The Bank of New York Mellon Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, New York 13057
Attn: Redemption Unit
This press release does not constitute an offer to purchase or redeem, or a solicitation of an offer to sell, the Notes.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
405-935-8870 |
405-935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, June 20, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today the expiration and final results of its offers to purchase for cash (the "Tender Offers") up to $750,000,000 aggregate purchase price (exclusive of accrued interest) (the "Aggregate Maximum Purchase Amount") of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"). As of 11:59 p.m., New York City time, on June 19, 2017 (such date and time, the "Expiration Date"), Chesapeake received valid tenders totaling approximately $1.9 billion aggregate principal amount of the Notes. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase dated May 22, 2017 (the "Offer to Purchase").
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to the Expiration Date:
Series of Notes |
CUSIP Number |
Aggregate |
Aggregate |
Aggregate |
Tender Caps(1) |
Acceptance |
Total |
8.00% Senior Secured Second Lien Notes due 2022 |
165167CQ8 U16450AT2 |
$2,418,953,000 |
$1,740,030,000 |
$681,818,000 |
N/A |
1 |
$1,100.00 |
6.625% Senior Notes due 2020 |
165167CF2 |
$572,621,000 |
$73,170,000 |
-- |
$200,000,000 |
2 |
$1,045.00 |
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$278,978,000 |
$54,372,000 |
-- |
2 |
$1,047.50 | |
6.125% Senior Notes due 2021 |
165167CG0 |
$550,327,000 |
$42,957,000 |
-- |
3 |
$1,020.00 | |
5.375% Senior Notes due 2021 |
165167CK1 |
$269,907,000 |
$21,017,000 |
-- |
3 |
$970.00 | |
(1) A $200,000,000 Tender Cap applies to the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively. A Tender Cap equal to $200,000,000 less the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively, validly tendered and accepted for purchase, applies to the 6.125% Senior Notes due 2021 and the 5.375% Senior Notes due 2021, collectively.
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date).
(3) Includes the applicable Early Tender Premium.
Chesapeake accepted for purchase approximately $681.8 million aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on June 5, 2017 (the "Early Tender Date") for an aggregate consideration of approximately $750.0 million, excluding accrued and unpaid interest. The early settlement date for such notes occurred on June 7, 2017. Because the aggregate purchase price (exclusive of accrued interest) of Notes validly tendered and not validly withdrawn as of the Early Tender Date exceeded the Aggregate Maximum Purchase Amount, no Notes tendered after the Early Tender Date were accepted for purchase.
Citigroup Global Markets Inc. acted as the dealer manager in the Tender Offers. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106.
From time to time after completion of the Tender Offers, Chesapeake and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through additional tender offers, exchange offers or otherwise, or Chesapeake may redeem Notes that are able to be redeemed, pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by Chesapeake and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Chesapeake and its affiliates may choose to pursue in the future.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the purchase of additional Notes and any statement that is not a historical fact. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the risks and uncertainties stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), any of which may cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: Brad Sylvester, CFA 405-935-8870 ir@chk.com |
MEDIA CONTACT: Gordon Pennoyer 405-935-8878 media@chk.com |
CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, June 6, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today the results to date of its pending cash tender offers (the "Tender Offers") to purchase up to $750,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"), as well as the anticipated early settlement date for the Tender Offers on June 7, 2017 (the "Early Settlement Date").
All terms and conditions of the Tender Offers remain unchanged as set forth in the Offer to Purchase dated May 22, 2017 (the "Offer to Purchase") and the related Letter of Transmittal, and capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
The following table sets forth the aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on June 5, 2017 (the "Early Tender Date"), and the aggregate principal amount of Notes expected to be accepted for purchase on the Early Settlement Date:
Series of Notes |
CUSIP Number |
Aggregate |
Aggregate |
Expected |
Tender Caps(2) |
Acceptance |
Total | |||||||
8.00% Senior Secured Second Lien Notes due 2022 |
165167CQ8 U16450AT2 |
$2,418,953,000 |
$1,739,812,000 |
$681,818,000 |
N/A |
1 |
$1,100.00 | |||||||
6.625% Senior Notes due 2020 |
165167CF2 |
$572,621,000 |
$73,026,000 |
__ |
$200,000,000 |
2 |
$1,045.00 | |||||||
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$278,978,000 |
$53,076,000 |
__ |
2 |
$1,047.50 | ||||||||
6.125% Senior Notes due 2021 |
165167CG0 |
$550,327,000 |
$42,755,000 |
__
|
3 |
$1,020.00 | ||||||||
5.375% Senior Notes due 2021 |
165167CK1 |
$269,907,000 |
$21,007,000 |
__
|
3 |
$970.00 | ||||||||
(1) |
Notes tendered have not been accepted. |
(2) |
A $200,000,000 Tender Cap applies to the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively. A Tender Cap equal to $200,000,000 less the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively, validly tendered and accepted for purchase, applies to the 6.125% Senior Notes due 2021 and the 5.375% Senior Notes due 2021, collectively. |
(3) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date). |
(4) |
Includes the applicable Early Tender Premium. |
As of the Early Tender Date, the aggregate purchase price (exclusive of accrued interest) of Notes with Acceptance Priority Level 1 (the 8.00% Senior Secured Second Lien Notes due 2022) validly tendered exceeds the Aggregate Maximum Purchase Amount. Accordingly, unless Chesapeake increases the Aggregate Maximum Purchase Amount, Notes with Acceptance Priority Level 1 will be subject to proration as described in the Offer to Purchase, no Notes with Acceptance Priority Level 2 or Acceptance Priority Level 3 will be accepted for purchase and no Notes will be accepted for purchase if tendered after the Early Tender Date.
The Tender Offers will expire at 11:59 p.m., New York City time, on June 19, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Early Tender Date and any additional Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
The Company expects that the conditions to the Tender Offers, including the Financing Condition, will be satisfied as of the Early Settlement Date.
Citigroup Global Markets Inc. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers, the satisfaction of the Financing Condition and any statement that is not a historical fact. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, Chesapeake's ability to consummate any or all of the Tender Offers and risks and uncertainties stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), any of which may cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT:
Brad Sylvester, CFA
405-935-8870
ir@chk.com
MEDIA CONTACT:
Gordon Pennoyer
405-935-8878
media@chk.com
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, May 15, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today the expiration and final results of its previously announced offer to purchase its 2.5% Contingent Convertible Senior Notes due 2037 (the "Notes") at the option of the holders of the Notes pursuant to the terms of the Notes. The offer to purchase expired at 5:00 P.M., New York time, on May 10, 2017 and withdrawal rights with respect to tendered Notes expired at 5:00 p.m. New York time, on May 12, 2017. Holders of an aggregate of $12,625,000 principal amount of the Notes exercised the holders' right to surrender their Notes for repurchase, and an aggregate of $2,135,000 principal amount of the Notes remains outstanding. The repurchase price for any Notes that have been validly surrendered for purchase and not withdrawn will be paid promptly following the later of May 16, 2017 and the time of valid surrender of such Notes to the paying agent.
The holders' right to surrender their Notes for repurchase was made pursuant to the terms of a Company Notice dated March 30, 2017 (as amended, the "Company Notice"), which was attached as an exhibit to the Tender Offer Statement on Schedule TO filed by Chesapeake with the SEC on March 30, 2017. Holders of the Notes and other interested parties may obtain a free copy of these documents at the Securities and Exchange Commission's website,www.sec.gov, or from the trustee, which is The Bank of New York Mellon Trust Company, N.A.
The address for The Bank of New York Mellon is:
The Bank of New York Mellon Trust Company, N.A. 111
Sanders Creek Parkway
East Syracuse, NY 13057
Attention: Eric Herr
315-414-3362
This news release is for informational purposes only and does not constitute an offer to purchase, or solicitation of an offer to sell, any Notes. None of Chesapeake, its board of directors, or its employees makes any recommendation to any holder as to whether to exercise or refrain from exercising their right to surrender Notes for repurchase, and no one has been authorized by any of them to make such a recommendation.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the settlement of the repurchase. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
405-935-8870 |
405-935-8878 |
ir@chk.com |
media@chk.com |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 21, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has declared dividends on its outstanding convertible preferred stock issues, as stated below.
4.50% |
5% |
5.75% |
5.75% (Series A) | |
NYSE Symbol |
CHK Pr D |
N/A |
N/A |
N/A |
Date of Original Issue |
September 14, 2005 |
November 8, 2005 |
May 17, 2010 |
May 17, 2010 |
Registered CUSIP |
165167842 |
165167826 |
165167768 |
165167750 |
144A CUSIP |
N/A |
165167834 |
165167776 |
165167784 |
RegS CUSIP |
N/A |
N/A |
U16450204 |
U16450113 |
Clean (no legends) CUSIP |
N/A |
N/A |
165167768 |
165167750 |
Par Value per Share |
$0.01 |
$0.01 |
$0.01 |
$0.01 |
Shares Outstanding |
2,558,900 |
1,810,667 |
770,528 |
463,363 |
Liquidation Preference per Share |
$100 |
$100 |
$1,000 |
$1,000 |
Record Date |
June 1, 2017 |
May 1, 2017 |
May 1, 2017 |
May 1, 2017 |
Payment Date |
June 15, 2017 |
May 15, 2017 |
May 15, 2017 |
May 15, 2017 |
Amount per Share |
$1.125 |
$1.25 |
$14.375 |
$14.375 |
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com |
Gordon Pennoyer (405) 935-8878 media@chk.com |
6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 18, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) has scheduled to release its 2017 first quarter operational and financial results before market open on Thursday, May 4, 2017. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 719-325-2224 or toll-free 888-466-4582. The passcode for the call is 6673789. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 6673789. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, March 30, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it is notifying holders of its 2.5% Contingent Convertible Senior Notes due 2037 (the "Notes") that they have the option, pursuant to the terms of the Notes, to require Chesapeake to purchase on May 15, 2017 (the "Repurchase Date") all or a portion of such holders' Notes (the "Repurchase Option"). The repurchase price is equal to 100% of the aggregate principal amount of the Note, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date (the "Repurchase Price"), provided that interest payable on May 15, 2017 will be paid to the holders in whose names the Notes are registered at the close of business on May 1, 2017, the record date prior to the Repurchase Date. Payment of the Repurchase Price will be made on May 16, 2017, which is the next succeeding business day following the Repurchase Date. If all outstanding Notes are surrendered for repurchase, the aggregate cash repurchase price will be approximately $14,760,000. Chesapeake intends to fund the Repurchase Price using available cash.
The Repurchase Option commences today and expires at 5:00 p.m., New York time, on May 10, 2017. Holders may exercise the Repurchase Option by delivering a repurchase notice to The Bank of New York Mellon, the paying agent, before 5:00 p.m., New York time, on May 10, 2017. Holders may withdraw their election to exercise their Repurchase Option at any time prior to 5:00 p.m., New York time, on May 12, 2017, which is the business day immediately preceding the Repurchase Date. In order to exercise the Repurchase Option, or withdraw Notes previously surrendered, a holder must follow the additional procedures set forth in the notice that is being sent to all registered holders of the Notes.
The Notes are convertible upon the occurrence of certain conditions into cash and a number of shares of common stock of Chesapeake determined as specified in the Notes and related indenture. However, the Notes are not currently convertible because the conditions have not been satisfied.
Chesapeake will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission later today. Chesapeake will make available to holders of the Notes, directly or through the Depository Trust Company, documents specifying the terms, conditions and procedures for surrendering and withdrawing Notes for repurchase (copies of which will be attached as exhibits to such Schedule TO). Note holders are encouraged to read these documents carefully before deciding whether to exercise their Repurchase Option. Holders of the Notes and other interested parties may obtain a free copy of these documents at the Securities and Exchange Commission's website, www.sec.gov, or from the trustee, which is The Bank of New York Mellon.
The address for The Bank of New York Mellon is:
The Bank of New York Mellon Trust Company, N.A.
2 N. LaSalle Street
Suite 1020
Chicago, IL 60602
Attention: Corporate Trust Administration
Fax: (312) 827-8542
This news release is for informational purposes only and does not constitute an offer to purchase, or solicitation of an offer to sell, any Notes. None of Chesapeake, its board of directors, or its employees makes any recommendation to any holder as to whether to exercise or refrain from exercising the Repurchase Option, and no one has been authorized by any of them to make such a recommendation.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the repurchase and the aggregate repurchase price. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA (405) 935-8870 ir@chk.com |
Gordon Pennoyer (405) 935-8878 media@chk.com |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 23, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today reported financial and operational results for the 2016 full year and fourth quarter plus other recent developments. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "During 2016, we made significant progress in improving our capital efficiency, decreasing cash costs and future midstream commitments while improving our liquidity and leverage profile, which resulted in a much stronger foundation for Chesapeake going forward. In 2017, we are capitalizing on these improvements across our cost structure to increase shareholder returns from our high-quality, diversified oil and natural gas portfolio. Our increase in activity over 2016 levels positions Chesapeake to deliver increased profitability and long-term value for our shareholders."
2016 Full Year Results
For the 2016 full year, Chesapeake's revenues declined by 38% from the 2015 full year due to a decrease in the average realized commodity prices received for its oil and natural gas production, lower production volumes, increased unrealized hedging losses and a decrease in the volumes sold and prices received by the company's marketing affiliate on behalf of third-party producers. Average daily production for the 2016 full year of approximately 635,400 barrels of oil equivalent (boe) consisted of approximately 90,800 barrels (bbls) of oil, 2.867 billion cubic feet (bcf) of natural gas and 66,700 bbls of natural gas liquids (NGL). During 2016, Chesapeake divested properties with average daily production of approximately 73,500 boe.
Average production expenses during the 2016 full year were $3.05 per boe, while G&A expenses (including stock-based compensation) during the 2016 full year were $1.03 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2016 full year were $4.08 per boe, a decrease of 21% from the 2015 full year. Gathering, processing and transportation expenses during the 2016 full year were $7.98 per boe, a decrease of 7% from the 2015 full year. A summary of the company's production and operating expense guidance for 2017 is provided in the Outlook dated February 23, 2017, beginning on page 21.
Chesapeake reported a net loss available to common stockholders of $4.881 billion, or $6.39 per share, while the company's ebitda for the 2016 full year was a loss of $3.142 billion. The primary drivers of the net loss were noncash impairments of the carrying value of Chesapeake's oil and natural gas properties totaling $2.520 billion, largely resulting from decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices used in the company's impairment calculations, Barnett Shale exit costs of approximately $645 million and unrealized hedging losses of $818 million as prices marginally recovered. Adjusting for these and other items that are typically excluded by securities analysts, the 2016 full year adjusted net loss available to common stockholders was $138 million, or $0.05 per common share, while the company's adjusted ebitda was $1.339 billion in the 2016 full year. Reconciliations of financial measures calculated in accordance with generally accepted accounting principles (GAAP) to non-GAAP measures are provided on pages 13 – 19 of this release.
2016 Fourth Quarter Results
For the 2016 fourth quarter, Chesapeake's revenues declined by 24% year over year due to a decrease in the average realized commodity prices for its oil production, lower production volumes and increased unrealized hedging losses. Average daily production for the 2016 fourth quarter of approximately 574,500 barrels of oil equivalent (boe) consisted of approximately 90,400 bbls of oil, 2.562 bcf of natural gas and 57,100 bbls of NGL.
Average production expenses during the 2016 fourth quarter were $2.98 per boe, while G&A expenses (including stock-based compensation) during the 2016 fourth quarter were $1.28 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2016 fourth quarter were $4.26 per boe, a decrease of 8% year over year. Gathering, processing and transportation expenses during the 2016 fourth quarter were $7.92 per boe, a decrease of 30% year over year, primarily due to minimum volume commitment shortfall payments accrued in the 2015 fourth quarter for our Barnett Shale operating area.
Chesapeake reported a net loss available to common stockholders of $741 million, or $0.84 per share, while the company's ebitda for the 2016 fourth quarter was a loss of $198 million. The primary drivers of the net loss were $395 million in unrealized losses on the company's oil and natural gas commodity derivatives and the loss on exchange of preferred stock of $428 million which represents the fair value of the additional shares of common stock issued in the exchange over the shares that would have been issuable pursuant to the original conversion terms. Adjusting for these and other items that are typically excluded by securities analysts, the 2016 fourth quarter adjusted net income available to common stockholders was $93 million, or $0.07 per common share, while the company's adjusted ebitda was $385 million in the 2016 fourth quarter. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 13 – 19 of this release.
Capital Spending Overview
Chesapeake's total capital investments were approximately $1.7 billion during the 2016 full year, compared to approximately $3.6 billion in the 2015 full year. A summary of the company's 2016 and 2015 capital expenditures as well as the current 2017 guidance is provided in the table below.
2015 |
2016 |
2017 | |||
Operated activity comparison |
Q4 |
FY |
Q4 |
FY |
Outlook |
Average rig count |
14 |
28 |
12 |
10 |
16 - 18 |
Gross wells spud |
66 |
499 |
60 |
213 |
380 - 440 |
Gross wells completed |
85 |
547 |
82 |
365 |
420 - 485 |
Gross wells connected |
100 |
650 |
110 |
428 |
415 - 480 |
Type of cost ($ in millions) |
|||||
Drilling and completion costs |
$405 |
$2,959 |
$365 |
$1,316 |
|
Exploration costs, leasehold and additions to other PP&E |
55 |
231 |
38 |
130 |
|
Subtotal capital expenditures |
$460 |
$3,190 |
$403 |
$1,446 |
$1,700 - $2,300 |
Capitalized interest |
88 |
424 |
60 |
251 |
200 |
Total capital expenditures |
$548 |
$3,614 |
$463 |
$1,697 |
$1,900 - $2,500 |
Balance Sheet and Liquidity
As of December 31, 2016, Chesapeake's debt principal balance was approximately $10.0 billion, compared to $9.7 billion as of December 31, 2015, with approximately $882 million cash on hand. Subsequent to December 31, 2016, Chesapeake reduced its debt principal balance by approximately $901 million through the following actions:
Following the 2017 reductions in the principal balance of the company's outstanding debt, Chesapeake has approximately $9.1 billion in outstanding debt, with no outstanding borrowings on its revolving credit facility. Since December 31, 2015, Chesapeake has reduced the principal amount of debt due or that could be put to the company in 2017 and 2018 by approximately $2.7 billion, or 97%, from $2.770 billion to $77 million.
Also in January 2017, the company completed private exchanges of an aggregate of approximately 10 million shares of its common stock for (i) 150,948 shares of 5.00% Cumulative Convertible Preferred Stock (Series 2005B), (ii) 72,600 shares of 5.75% Cumulative Convertible Preferred Stock and (iii) 12,500 shares of 5.75% Cumulative Convertible Preferred Stock (Series A), with an aggregate liquidation value of approximately $100 million. On February 15, 2017, Chesapeake reinstated the payment of dividends on each series of its outstanding convertible preferred stock and paid our dividends in arrears.
Following the debt principal reductions, reinstatement of preferred dividends inclusive of payment of dividends in arrears and reductions in midstream obligations detailed below, Chesapeake expects to end February with approximately $300 million in cash on hand.
Asset Acquisitions and Divestitures Update
In the 2016 third quarter, the company entered into an agreement to convey its interests in the Barnett Shale operating area located in north central Texas to Total S.A. (NYSE: TOT) and simultaneously terminate a portion of future gas gathering and transportation commitments associated with this asset. Chesapeake received approximately $218 million in proceeds for these assets, which closed on October 31, 2016.
Also in the 2016 third quarter, the company sold the majority of its upstream and midstream assets in the Devonian Shale located in West Virginia, Kentucky, and Virginia. In connection with this divestiture, the company repurchased one of its two remaining volumetric production payment (VPP) transactions, resulting in nominal net proceeds. Chesapeake retained the deeper drilling rights in the area after this disposition, which closed on December 21, 2016.
In the 2017 first quarter, Chesapeake closed on two separate sales transactions of acreage and producing properties in its Haynesville Shale operating area in northern Louisiana for gross proceeds of approximately $915 million. Included in the sale were approximately 119,500 net acres and approximately 576 wells producing 80 million cubic feet of gas (mmcf) per day. Chesapeake continues to focus on select asset divestitures and is planning to sell additional noncore and non-operated properties in 2017.
Midstream Update
In the 2016 fourth quarter, Chesapeake signed a definitive contract to restructure its natural gas gathering and service agreement in its Powder River Basin operating area with Williams Partners L.P. and Crestwood Equity Partners L.P. The restructured services replaced the current cost-of-service arrangement and improved economics that support increased development across an expanded area of dedication in the region and became effective January 1, 2017, for a 20-year term.
Chesapeake continues to work to reduce and optimize its gathering, processing and transportation commitments across all of its operating areas. In February 2017, the company successfully reduced crude transportation commitments related to the Seaway Pipeline by assigning these commitments to a separate third party, effective April 1, 2017. These commitments totaled approximately $450 million and Chesapeake paid approximately $290 million to assign the contract. As a result, the company expects its marketing margin to improve significantly in 2018 over 2017 expected levels and return to profitability after 2018. In addition, the company utilized $100 million of the proceeds from the divestiture of its assets in the Barnett Shale to buy down approximately $110 million of its related natural gas transportation obligations. This new agreement is expected to be effective March 1, 2017.
Operations Update
Chesapeake's average daily production for the 2016 fourth quarter was approximately 574,500 boe and is further detailed in the table below. For the 2017 first quarter, the company expects its average daily production to range between 515,000 and 535,000 boe, of which average daily oil production is expected to range between 80,000 and 85,000 barrels per day, which is consistent with prior guidance. Chesapeake's projected production volumes and capital expenditure program are subject to capital allocation decisions throughout the year and can be adjusted based on prevailing market conditions.
2016 |
2016 |
2015 | |
Operating area net production (mboe/day) |
Q4 |
Q3 |
Q4 |
Eagle Ford |
104 |
101 |
97 |
Haynesville |
135 |
139 |
102 |
Marcellus |
134 |
134 |
130 |
Utica |
108 |
127 |
140 |
Mid-Continent |
53 |
55 |
94 |
Powder River Basin |
12 |
14 |
20 |
Barnett |
19 |
59 |
70 |
Other |
10 |
9 |
8 |
Total production |
575 |
638 |
661 |
Chesapeake is currently utilizing 17 drilling rigs across its operating areas, six of which are located in the Eagle Ford Shale, four in the Mid-Continent area, three in the Haynesville Shale, two in the Powder River Basin and two in Northeast Appalachia. Chesapeake plans to utilize an average of 17 rigs throughout the year and intends to spud and place in production approximately 400 and 450 gross operated wells, respectively, in 2017.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2016 fourth quarter and full year as compared to results in prior periods.
Three Months Ended |
Full Year Ended | |||||||||||
12/31/16 |
12/31/15 |
12/31/16 |
12/31/15 | |||||||||
Oil equivalent production (in mmboe) |
53 |
61 |
233 |
248 |
||||||||
Oil production (in mmbbls) |
8 |
9 |
33 |
42 |
||||||||
Average realized oil price ($/bbl)(a) |
47.37 |
64.04 |
43.58 |
66.91 |
||||||||
Natural gas production (in bcf) |
236 |
268 |
1,049 |
1,070 |
||||||||
Average realized natural gas price ($/mcf)(a) |
2.41 |
2.35 |
2.20 |
2.72 |
||||||||
NGL production (in mmbbls) |
5 |
7 |
24 |
28 |
||||||||
Average realized NGL price ($/bbl)(a) |
20.90 |
14.07 |
14.43 |
14.06 |
||||||||
Production expenses ($/boe) |
(2.98) |
(3.62) |
(3.05) |
(4.22) |
||||||||
Gathering, processing and transportation expenses ($/boe) |
(7.92) |
(11.34) |
(7.98) |
(8.55) |
||||||||
Oil - ($/bbl) |
(3.87) |
(3.53) |
(3.61) |
(3.38) |
||||||||
Natural Gas - ($/mcf) |
(1.46) |
(2.26) |
(1.47) |
(1.66) |
||||||||
NGL - ($/bbl) |
(8.05) |
(7.47) |
(7.83) |
(7.37) |
||||||||
Production taxes ($/boe) |
(0.38) |
(0.19) |
(0.32) |
(0.40) |
||||||||
General and administrative expenses ($/boe)(b) |
(1.11) |
(0.84) |
(0.87) |
(0.77) |
||||||||
Stock-based compensation ($/boe) |
(0.17) |
(0.18) |
(0.16) |
(0.18) |
||||||||
DD&A of oil and natural gas properties ($/boe) |
(4.05) |
(5.37) |
(4.31) |
(8.47) |
||||||||
DD&A of other assets ($/boe) |
(0.40) |
(0.50) |
(0.45) |
(0.53) |
||||||||
Interest expenses ($/boe)(a) |
(1.61) |
(1.70) |
(1.18) |
(1.30) |
||||||||
Marketing, gathering and compression net margin ($ in millions)(c) |
(25) |
2 |
(194) |
243 |
||||||||
Operating cash flow ($ in millions)(d) |
(120) |
386 |
528 |
2,268 |
||||||||
Operating cash flow ($/boe) |
(2.27) |
6.35 |
2.27 |
9.15 |
||||||||
Adjusted ebitda ($ in millions)(e) |
385 |
298 |
1,339 |
2,385 |
||||||||
Adjusted ebitda ($/boe) |
7.28 |
4.90 |
5.76 |
9.62 |
||||||||
Net loss available to common stockholders ($ in millions) |
(741) |
(2,228) |
(4,881) |
(14,856) |
||||||||
Loss per share – diluted ($) |
(0.84) |
(3.36) |
(6.39) |
(22.43) |
||||||||
Adjusted net income (loss) available to common stockholders ($ in millions)(f) |
93 |
(168) |
(138) |
(329) |
||||||||
Adjusted income (loss) per share ($)(g) |
0.07 |
(0.19) |
(0.05) |
(0.24) |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation and restructuring and other termination costs. |
(c) |
Includes revenue, operating expenses and unrealized gains (losses) on supply contract derivatives, but excludes depreciation and amortization of other assets. For the three months ended December 31, 2016 and December 31, 2015, unrealized gains (losses) were zero and $5 million, respectively. For the year ended December 31, 2016 and December 31, 2015, unrealized gains (losses) were ($297 million) and $296 million, respectively. |
(d) |
Defined as cash flow provided by operating activities before changes in assets and liabilities. |
(e) |
Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 19. |
(f) |
Defined as net income available to common stockholders, as adjusted to remove the effects of certain items detailed on pages 13 - 16. |
(g) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
2016 Fourth Quarter and Year-End Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Thursday, February 23, 2017 at 9:00 am EDT. The telephone number to access the conference call is 719-325-2355 or toll-free 888-417-8531. The passcode for the call is 2585187. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 2585187. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges by Seventy Seven Energy Inc.'s (SSE) former creditors in connection with SSE's recently completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law. In addition, this news release contains time-sensitive information that reflects management's best judgment only as of the date of this news release.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
($ in millions, except per share data) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended |
Years Ended | |||||||||||||||
2016 |
2015 |
2016 |
2015 | |||||||||||||
REVENUES: |
||||||||||||||||
Oil, natural gas and NGL |
$ |
678 |
$ |
1,269 |
$ |
3,288 |
$ |
5,391 |
||||||||
Marketing, gathering and compression |
1,343 |
1,380 |
4,584 |
7,373 |
||||||||||||
Total Revenues |
2,021 |
2,649 |
7,872 |
12,764 |
||||||||||||
OPERATING EXPENSES: |
||||||||||||||||
Oil, natural gas and NGL production |
158 |
220 |
710 |
1,046 |
||||||||||||
Oil, natural gas and NGL gathering, processing and transportation |
419 |
690 |
1,855 |
2,119 |
||||||||||||
Production taxes |
20 |
12 |
74 |
99 |
||||||||||||
Marketing, gathering and compression |
1,368 |
1,378 |
4,778 |
7,130 |
||||||||||||
General and administrative |
68 |
62 |
240 |
235 |
||||||||||||
Restructuring and other termination costs |
3 |
(3) |
6 |
36 |
||||||||||||
Provision for legal contingencies |
11 |
(6) |
123 |
353 |
||||||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
214 |
326 |
1,002 |
2,099 |
||||||||||||
Depreciation and amortization of other assets |
21 |
30 |
104 |
130 |
||||||||||||
Impairment of oil and natural gas properties |
— |
2,831 |
2,520 |
18,238 |
||||||||||||
Impairments of fixed assets and other |
43 |
27 |
838 |
194 |
||||||||||||
Net (gains) losses on sales of fixed assets |
(7) |
1 |
(12) |
4 |
||||||||||||
Total Operating Expenses |
2,318 |
5,568 |
12,238 |
31,683 |
||||||||||||
LOSS FROM OPERATIONS |
(297) |
(2,919) |
(4,366) |
(18,919) |
||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||
Interest expense |
(99) |
(107) |
(296) |
(317) |
||||||||||||
Losses on investments |
(5) |
(39) |
(8) |
(96) |
||||||||||||
Impairments of investments |
(119) |
(53) |
(119) |
(53) |
||||||||||||
Losses on sales of investments |
— |
— |
(10) |
— |
||||||||||||
Gains (losses) on purchases or exchanges of debt |
(19) |
279 |
236 |
279 |
||||||||||||
Other income |
7 |
5 |
19 |
8 |
||||||||||||
Total Other Income (Expense) |
(235) |
85 |
(178) |
(179) |
||||||||||||
LOSS BEFORE INCOME TAXES |
(532) |
(2,834) |
(4,544) |
(19,098) |
||||||||||||
INCOME TAX BENEFIT: |
||||||||||||||||
Current income taxes |
(19) |
(30) |
(19) |
(36) |
||||||||||||
Deferred income taxes |
(171) |
(619) |
(171) |
(4,427) |
||||||||||||
Total Income Tax Benefit |
(190) |
(649) |
(190) |
(4,463) |
||||||||||||
NET LOSS |
(342) |
(2,185) |
(4,354) |
(14,635) |
||||||||||||
Net income attributable to noncontrolling interests |
(1) |
— |
(2) |
(50) |
||||||||||||
NET LOSS ATTRIBUTABLE TO CHESAPEAKE |
(343) |
(2,185) |
(4,356) |
(14,685) |
||||||||||||
Preferred stock dividends |
30 |
(43) |
(97) |
(171) |
||||||||||||
Loss on exchange of preferred stock |
(428) |
— |
(428) |
— |
||||||||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(741) |
$ |
(2,228) |
$ |
(4,881) |
$ |
(14,856) |
||||||||
LOSS PER COMMON SHARE: |
||||||||||||||||
Basic |
$ |
(0.84) |
$ |
(3.36) |
$ |
(6.39) |
$ |
(22.43) |
||||||||
Diluted |
$ |
(0.84) |
$ |
(3.36) |
$ |
(6.39) |
$ |
(22.43) |
||||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||||||||||
Basic |
887 |
663 |
764 |
662 |
||||||||||||
Diluted |
887 |
663 |
764 |
662 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
December 31, |
December 31, | |||||||
Cash and cash equivalents |
$ |
882 |
$ |
825 |
||||
Other current assets |
1,260 |
1,655 |
||||||
Total Current Assets |
2,142 |
2,480 |
||||||
Property and equipment, (net) |
10,654 |
14,298 |
||||||
Other assets |
277 |
536 |
||||||
Total Assets |
$ |
13,073 |
$ |
17,314 |
||||
Current liabilities |
$ |
3,648 |
$ |
3,685 |
||||
Long-term debt, net |
9,938 |
10,311 |
||||||
Other long-term liabilities |
645 |
921 |
||||||
Total Liabilities |
14,231 |
14,917 |
||||||
Preferred stock |
1,771 |
3,062 |
||||||
Noncontrolling interests |
257 |
259 |
||||||
Common stock and other stockholders' equity |
(3,186) |
(924) |
||||||
Total Equity (Deficit) |
(1,158) |
2,397 |
||||||
Total Liabilities and Equity |
$ |
13,073 |
$ |
17,314 |
||||
Common shares outstanding (in millions) |
895 |
663 |
||||||
Principal amount of debt outstanding |
$ |
9,989 |
$ |
9,706 |
CHESAPEAKE ENERGY CORPORATION ROLL-FORWARD OF PROVED RESERVES YEAR ENDED DECEMBER 31, 2016 (unaudited) | ||||
Mmboe(a) | ||||
Beginning balance, December 31, 2015 |
1,504 | |||
Production |
(233) | |||
Acquisitions |
55 | |||
Divestitures |
(241) | |||
Revisions - changes to previous estimates |
113 | |||
Revisions - price |
(70) | |||
Extensions and discoveries |
580 | |||
Ending balance, December 31, 2016 |
1,708 | |||
Proved reserves growth rate before acquisitions and divestitures |
26% | |||
Proved reserves growth rate after acquisitions and divestitures |
14% | |||
Proved developed reserves |
1,189 | |||
Proved developed reserves percentage |
70% | |||
PV-10 ($ in millions)(a) |
$ |
4,405 | ||
(a) |
Reserve volumes and PV-10 value estimated using SEC reserve recognition standards and pricing assumptions based on the trailing 12-month average first-day-of-the-month prices as of December 31, 2016 of $42.75 per bbl of oil and $2.49 per mcf of natural gas, before basis differential adjustments. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF PV-10 ($ in millions) (unaudited) | |||||||
December 31, |
December 31, | ||||||
Standardized measure of discounted future net cash flows |
$ |
4,379 |
$ |
4,693 |
|||
Discounted future cash flows for income taxes |
26 |
34 |
|||||
Discounted future net cash flows before income taxes (PV-10) |
$ |
4,405 |
$ |
4,727 |
PV-10 is discounted (at 10%) future net cash flows before income taxes. The standardized measure of discounted future net cash flows includes the effects of estimated future income tax expenses and is calculated in accordance with Accounting Standards Codification Topic 932. Management uses PV-10 as one measure of the value of the company's current proved reserves and to compare relative values among peer companies without regard to income taxes. We also understand that securities analysts and rating agencies use this measure in similar ways. While PV-10 is based on prices, costs and discount factors which are consistent from company to company, the standardized measure is dependent on the unique tax situation of each individual company.
The company's PV-10 and standardized measure were calculated using the following prices, before basis differential adjustments: $42.75 per bbl of oil and $2.49 per mcf of natural gas as of December 31, 2016, and $50.28 per bbl of oil and $2.58 per mcf of natural gas as of December 31, 2015.
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended |
Years Ended | |||||||||||||||
2016 |
2015 |
2016 |
2015 | |||||||||||||
Net Production: |
||||||||||||||||
Oil (mmbbl) |
8 |
9 |
33 |
42 |
||||||||||||
Natural gas (bcf) |
236 |
268 |
1,049 |
1,070 |
||||||||||||
NGL (mmbbl) |
5 |
7 |
24 |
28 |
||||||||||||
Oil equivalent (mmboe) |
53 |
61 |
233 |
248 |
||||||||||||
Oil, natural gas and NGL Sales ($ in millions): |
||||||||||||||||
Oil sales |
$ |
399 |
$ |
355 |
$ |
1,351 |
$ |
1,904 |
||||||||
Oil derivatives – realized gains (losses)(a) |
(5) |
238 |
97 |
880 |
||||||||||||
Oil derivatives – unrealized gains (losses)(a) |
(101) |
(92) |
(318) |
(536) |
||||||||||||
Total Oil Sales |
293 |
501 |
1,130 |
2,248 |
||||||||||||
Natural gas sales |
610 |
533 |
2,155 |
2,470 |
||||||||||||
Natural gas derivatives – realized gains (losses)(a) |
(41) |
96 |
151 |
437 |
||||||||||||
Natural gas derivatives – unrealized gains (losses)(a) |
(296) |
41 |
(500) |
(157) |
||||||||||||
Total Natural Gas Sales |
273 |
670 |
1,806 |
2,750 |
||||||||||||
NGL sales |
113 |
98 |
360 |
393 |
||||||||||||
NGL derivatives – realized gains (losses)(a) |
(3) |
— |
(8) |
— |
||||||||||||
NGL derivatives – unrealized gains (losses)(a) |
2 |
— |
— |
— |
||||||||||||
Total NGL Sales |
112 |
98 |
352 |
393 |
||||||||||||
Total Oil, Natural Gas and NGL Sales |
$ |
678 |
$ |
1,269 |
$ |
3,288 |
$ |
5,391 |
||||||||
Average Sales Price – |
||||||||||||||||
excluding gains (losses) on derivatives: |
||||||||||||||||
Oil ($ per bbl) |
$ |
47.95 |
$ |
38.33 |
$ |
40.65 |
$ |
45.77 |
||||||||
Natural gas ($ per mcf) |
$ |
2.59 |
$ |
1.99 |
$ |
2.05 |
$ |
2.31 |
||||||||
NGL ($ per bbl) |
$ |
21.54 |
$ |
14.07 |
$ |
14.76 |
$ |
14.06 |
||||||||
Oil equivalent ($ per boe) |
$ |
21.24 |
$ |
16.20 |
$ |
16.63 |
$ |
19.23 |
||||||||
Average Sales Price – |
||||||||||||||||
including realized gains (losses) on derivatives: |
||||||||||||||||
Oil ($ per bbl) |
$ |
47.37 |
$ |
64.04 |
$ |
43.58 |
$ |
66.91 |
||||||||
Natural gas ($ per mcf) |
$ |
2.41 |
$ |
2.35 |
$ |
2.20 |
$ |
2.72 |
||||||||
NGL ($ per bbl) |
$ |
20.90 |
$ |
14.07 |
$ |
14.43 |
$ |
14.06 |
||||||||
Oil equivalent ($ per boe) |
$ |
20.30 |
$ |
21.70 |
$ |
17.66 |
$ |
24.54 |
||||||||
Interest Expense ($ in millions): |
||||||||||||||||
Interest(b) |
$ |
87 |
$ |
107 |
$ |
286 |
$ |
329 |
||||||||
Interest rate derivatives – realized (gains) losses(c) |
(2) |
(2) |
(11) |
(6) |
||||||||||||
Interest rate derivatives – unrealized (gains) losses(c) |
14 |
2 |
21 |
(6) |
||||||||||||
Total Interest Expense |
$ |
99 |
$ |
107 |
$ |
296 |
$ |
317 |
(a) |
Realized gains and losses include the following items: (i) settlements and accruals for settlements of nondesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains and losses include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
December 31, |
December 31, | ||||||
Beginning cash |
$ |
4 |
$ |
1,759 | ||||
Net cash provided by (used in) operating activities |
(254) |
179 | ||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(347) |
(399) | ||||||
Acquisitions of proved and unproved properties(b) |
(205) |
(126) | ||||||
Proceeds from divestitures of proved and unproved properties |
418 |
1 | ||||||
Additions to other property and equipment(c) |
(5) |
(29) | ||||||
Proceeds from sales of other property and equipment |
61 |
9 | ||||||
Other |
(3) |
(2) | ||||||
Net cash used in investing activities |
(81) |
(546) | ||||||
Net cash provided by (used in) financing activities |
1,213 |
(567) | ||||||
Change in cash and cash equivalents |
878 |
(934) | ||||||
Ending cash |
$ |
882 |
$ |
825 |
(a) |
Includes capitalized interest of $2 million and $2 million for the three months ended December 31, 2016 and 2015, respectively. |
(b) |
Includes capitalized interest of $56 million and $81 million for the three months ended December 31, 2016 and 2015, respectively. |
(c) |
Includes capitalized interest $1 million for the three months ended December 31, 2015. No capitalized interest was recorded for the three months ended December 31, 2016. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
YEARS ENDED: |
December 31, |
December 31, | ||||||
Beginning cash |
$ |
825 |
$ |
4,108 |
||||
Net cash provided by (used in) operating activities |
(204) |
1,234 |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(1,295) |
(3,095) |
||||||
Acquisitions of proved and unproved properties(b) |
(788) |
(533) |
||||||
Proceeds from divestitures of proved and unproved properties |
1,406 |
189 |
||||||
Additions to other property and equipment(c) |
(37) |
(143) |
||||||
Proceeds from sales of other property and equipment |
131 |
89 |
||||||
Cash paid for title defects |
(69) |
— |
||||||
Additions to investments |
— |
(1) |
||||||
Decrease in restricted cash |
— |
52 |
||||||
Other |
(8) |
(9) |
||||||
Net cash used in investing activities |
(660) |
(3,451) |
||||||
Net cash provided by (used in) financing activities |
921 |
(1,066) |
||||||
Change in cash and cash equivalents |
57 |
(3,283) |
||||||
Ending cash |
$ |
882 |
$ |
825 |
(a) |
Includes capitalized interest of $6 million and $24 million for the years ended December 31, 2016 and 2015, respectively. |
(b) |
Includes capitalized interest of $236 million and $387 million for the years ended December 31, 2016 and 2015, respectively. |
(c) |
Includes capitalized interest of $1 million and $4 million for the years ended December 31, 2016 and 2015, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||||
(in millions, except per share data) | ||||||||||
(unaudited) | ||||||||||
THREE MONTHS ENDED: |
December 31, 2016 | |||||||||
$ |
Shares(a) |
$/Share(c) (d) | ||||||||
Net loss available to common stockholders |
$ |
(741) |
887 |
$ |
(0.84) |
|||||
Adjustments: |
||||||||||
Unrealized losses on commodity derivatives |
395 |
0.45 |
||||||||
Restructuring and other termination costs |
3 |
— |
||||||||
Provision for legal contingencies |
11 |
0.01 |
||||||||
Impairments of fixed assets and other |
43 |
0.05 |
||||||||
Net gains on sales of fixed assets |
(7) |
(0.01) |
||||||||
Impairments of investments |
119 |
0.13 |
||||||||
Losses on purchases or exchanges of debt |
19 |
0.02 |
||||||||
Other |
13 |
0.02 |
||||||||
Loss on exchange of preferred stock |
428 |
0.48 |
||||||||
Income tax benefit(b) |
(190) |
(0.21) |
||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) |
93 |
0.10 |
||||||||
Preferred stock dividends |
(30) |
(0.03) |
||||||||
Total adjusted net income attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
63 |
$ |
0.07 |
||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 211 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |
(b) |
Our effective tax rate in the three months ended December 31, 2016 was 35.7%. | |
(c) |
Adjusted net income and adjusted earnings per common share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||||
(in millions, except per share data) | ||||||||||
(unaudited) | ||||||||||
THREE MONTHS ENDED: |
December 31, 2015 | |||||||||
$ |
Shares(a) |
$/Share(c) (d) | ||||||||
Net loss available to common stockholders |
$ |
(2,228) |
663 |
$ |
(3.36) |
|||||
Adjustments: |
||||||||||
Unrealized losses on commodity derivatives |
53 |
0.08 |
||||||||
Unrealized gains on supply contract derivatives |
(5) |
(0.01) |
||||||||
Restructuring and other termination costs |
(3) |
— |
||||||||
Provision for legal contingencies |
(6) |
(0.01) |
||||||||
Impairment of oil and natural gas properties |
2,831 |
4.27 |
||||||||
Impairments of fixed assets and other |
27 |
0.04 |
||||||||
Net losses on sales of fixed assets |
1 |
— |
||||||||
Impairments of investments |
53 |
0.08 |
||||||||
Gains on purchases or exchanges of debt |
(279) |
(0.42) |
||||||||
Other |
— |
— |
||||||||
Tax effect of above items(b) |
(612) |
(0.92) |
||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) |
(168) |
(0.25) |
||||||||
Preferred stock dividends |
43 |
0.06 |
||||||||
Total adjusted net loss attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
(125) |
$ |
(0.19) |
||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 114 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |
(b) |
Our effective tax rate in the three months ended December 31, 2015 was 22.9%. | |
(c) |
Adjusted net income and adjusted earnings per common share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||||
(in millions, except per share data) | ||||||||||
(unaudited) | ||||||||||
YEAR ENDED: |
December 31, 2016 | |||||||||
$ |
Shares(a) |
$/Share(c) (d) | ||||||||
Net loss available to common stockholders |
$ |
(4,881) |
764 |
$ |
(6.39) |
|||||
Adjustments: |
||||||||||
Unrealized losses on commodity derivatives |
818 |
1.07 |
||||||||
Unrealized losses on supply contract derivatives |
297 |
0.39 |
||||||||
Restructuring and other termination costs |
6 |
0.01 |
||||||||
Provision for legal contingencies |
123 |
0.16 |
||||||||
Impairment of oil and natural gas properties |
2,520 |
3.30 |
||||||||
Impairments of fixed assets and other |
838 |
1.10 |
||||||||
Net gains on sales of fixed assets |
(12) |
(0.02) |
||||||||
Impairments of investments |
119 |
0.16 |
||||||||
Loss on sale of investment |
10 |
0.01 |
||||||||
Gains on purchases or exchanges of debt |
(236) |
(0.31) |
||||||||
Other |
22 |
0.03 |
||||||||
Loss on exchange of preferred stock |
428 |
0.56 |
||||||||
Income tax benefit(b) |
(190) |
(0.25) |
||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) |
(138) |
(0.18) |
||||||||
Preferred stock dividends |
97 |
0.13 |
||||||||
Total adjusted net loss attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
(41) |
$ |
(0.05) |
||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 247 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |
(b) |
Our effective tax rate in the year ended December 31, 2016 was 4.2%. | |
(c) |
Adjusted net income and adjusted earnings per share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||||
(in millions, except per share data) | ||||||||||
(unaudited) | ||||||||||
YEAR ENDED: |
December 31, 2015 | |||||||||
$ |
Shares(a) |
$/Share(c) (d) | ||||||||
Net loss available to common stockholders |
$ |
(14,856) |
662 |
$ |
(22.43) |
|||||
Adjustments: |
||||||||||
Unrealized losses on commodity derivatives |
687 |
1.04 |
||||||||
Unrealized gains on supply contract derivatives |
(295) |
(0.45) |
||||||||
Restructuring and other termination costs |
36 |
0.05 |
||||||||
Provision for legal contingencies |
353 |
0.53 |
||||||||
Impairment of oil and natural gas properties |
18,238 |
27.55 |
||||||||
Impairments of fixed assets and other |
194 |
0.29 |
||||||||
Net losses on sales of fixed assets |
4 |
0.01 |
||||||||
Impairments of investments |
53 |
0.08 |
||||||||
Gains on purchases or exchanges of debt |
(279) |
(0.42) |
||||||||
Tax rate adjustment |
(17) |
(0.03) |
||||||||
Other |
(9) |
(0.02) |
||||||||
Tax effect of above items(b) |
(4,438) |
(6.70) |
||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) |
(329) |
(0.50) |
||||||||
Preferred stock dividends |
171 |
0.26 |
||||||||
Total adjusted net loss attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
(158) |
(0.24) |
|||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 114 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |
(b) |
Our effective tax rate in the year ended December 31, 2015 was 23.4%. | |
(c) |
Adjusted net income and adjusted earnings per common share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
December 31, |
December 31, | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(254) |
$ |
179 |
||||
Changes in assets and liabilities |
134 |
207 |
||||||
OPERATING CASH FLOW(a) |
$ |
(120) |
$ |
386 |
||||
THREE MONTHS ENDED: |
December 31, |
December 31, | ||||||
NET LOSS |
$ |
(342) |
$ |
(2,185) |
||||
Interest expense |
99 |
107 |
||||||
Income tax benefit |
(190) |
(649) |
||||||
Depreciation and amortization of other assets |
21 |
30 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
214 |
326 |
||||||
EBITDA(b) |
$ |
(198) |
$ |
(2,371) |
||||
THREE MONTHS ENDED: |
December 31, |
December 31, | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(254) |
$ |
179 |
||||
Changes in assets and liabilities |
134 |
207 |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
85 |
104 |
||||||
Gains (losses) on commodity derivatives, net |
(444) |
284 |
||||||
Gains on supply contract derivatives, net |
— |
5 |
||||||
Cash (receipts) payments on commodity and supply contract derivative settlements, net |
40 |
(273) |
||||||
Renegotiations of natural gas gathering contracts |
49 |
— |
||||||
Stock-based compensation |
(12) |
(17) |
||||||
Restructuring and other termination costs |
(2) |
3 |
||||||
Provision for legal contingencies |
(10) |
19 |
||||||
Impairment of oil and natural gas properties |
— |
(2,831) |
||||||
Impairments of fixed assets and other |
318 |
(16) |
||||||
Net gains (losses) on sales of fixed assets |
7 |
(1) |
||||||
Investment activity |
(5) |
(39) |
||||||
Impairment of investment |
(119) |
(53) |
||||||
Gains on purchases or exchanges of debt |
(19) |
304 |
||||||
Other items |
34 |
(246) |
||||||
EBITDA(b) |
$ |
(198) |
$ |
(2,371) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. Operating cash flow for the three months ended December 31, 2016 includes $361 million paid to terminate certain gas gathering agreements and $49 million paid to renegotiate certain gas gathering agreements. |
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
YEARS ENDED: |
December 31, |
December 31, | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(204) |
$ |
1,234 |
||||
Changes in assets and liabilities |
732 |
1,034 |
||||||
OPERATING CASH FLOW(a) |
$ |
528 |
$ |
2,268 |
||||
YEARS ENDED: |
December 31, |
December 31, | ||||||
NET LOSS |
$ |
(4,354) |
$ |
(14,635) |
||||
Interest expense |
296 |
317 |
||||||
Income tax benefit |
(190) |
(4,463) |
||||||
Depreciation and amortization of other assets |
104 |
130 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
1,002 |
2,099 |
||||||
EBITDA(b) |
$ |
(3,142) |
$ |
(16,552) |
||||
YEARS ENDED: |
December 31, |
December 31, | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(204) |
$ |
1,234 |
||||
Changes in assets and liabilities |
732 |
1,034 |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
275 |
321 |
||||||
Gains (losses) on commodity derivatives, net |
(578) |
624 |
||||||
Gains (losses) on supply contract derivatives, net |
(151) |
295 |
||||||
Cash receipts on commodity and supply contract derivative settlements, net |
(448) |
(1,132) |
||||||
Renegotiations of natural gas gathering contracts |
115 |
— |
||||||
Stock-based compensation |
(52) |
(78) |
||||||
Restructuring and other termination costs |
(3) |
14 |
||||||
Provision for legal contingencies |
(87) |
(340) |
||||||
Impairment of oil and natural gas properties |
(2,520) |
(18,238) |
||||||
Impairments of fixed assets and other |
(467) |
(175) |
||||||
Net gains (losses) on sales of fixed assets |
12 |
(4) |
||||||
Investment activity |
(18) |
(96) |
||||||
Impairment of investment |
(119) |
(53) |
||||||
Gains on purchases or exchanges of debt |
236 |
304 |
||||||
Other items |
135 |
(262) |
||||||
EBITDA(b) |
$ |
(3,142) |
$ |
(16,552) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. Operating cash flow for the year ended December 31, 2016 includes $361 million paid to terminate certain gas gathering agreements and $115 million paid to renegotiate certain gas gathering agreements. |
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
December 31, |
December 31, | ||||||
EBITDA |
$ |
(198) |
$ |
(2,371) |
||||
Adjustments: |
||||||||
Unrealized losses on commodity derivatives |
395 |
51 |
||||||
Unrealized gains on supply contract derivatives |
— |
(5) |
||||||
Restructuring and other termination costs |
3 |
(3) |
||||||
Provision for legal contingencies |
11 |
(6) |
||||||
Impairment of oil and natural gas properties |
— |
2,831 |
||||||
Impairments of fixed assets and other |
43 |
27 |
||||||
Net (gains) losses on sales of fixed assets |
(7) |
1 |
||||||
Impairment of investment |
119 |
53 |
||||||
(Gains) losses on purchases or exchanges of debt |
19 |
(279) |
||||||
Net income attributable to noncontrolling interests |
(1) |
— |
||||||
Other |
1 |
(1) |
||||||
Adjusted EBITDA(a) |
$ |
385 |
$ |
298 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
YEARS ENDED: |
December 31, |
December 31, | ||||||
EBITDA |
$ |
(3,142) |
$ |
(16,552) |
||||
Adjustments: |
||||||||
Unrealized losses on commodity derivatives |
818 |
693 |
||||||
Unrealized (gains) losses on supply contract derivatives |
297 |
(295) |
||||||
Restructuring and other termination costs |
6 |
36 |
||||||
Provision for legal contingencies |
123 |
353 |
||||||
Impairment of oil and natural gas properties |
2,520 |
18,238 |
||||||
Impairments of fixed assets and other |
838 |
194 |
||||||
Net (gains) losses on sales of fixed assets |
(12) |
4 |
||||||
Impairment of investment |
119 |
53 |
||||||
Loss on sale of investment |
10 |
— |
||||||
Gains on purchases or exchanges of debt |
(236) |
(279) |
||||||
Net income attributable to noncontrolling interests |
(2) |
(50) |
||||||
Other |
— |
(10) |
||||||
Adjusted EBITDA(a) |
$ |
1,339 |
$ |
2,385 |
(a) |
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to ebitda because: | |
(i) |
Management uses adjusted ebitda to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted ebitda is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF PV-9 AND PV-10 TO STANDARDIZED MEASURE
($ in millions)
(unaudited)
PV-9 is a non-GAAP metric used in the determination of the value of collateral under Chesapeake's credit facility. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax. The following table shows the reconciliation of PV-9 and PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure, for the year ended December 31, 2015 and for the period ended December 31, 2016. Management believes that PV-9 provides useful information to investors regarding the company's collateral position and that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, management believes the use of a pre-tax measure is valuable for evaluating the company. Neither PV-9 nor PV-10 should be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP.
PV-9 – December 31, 2016 @ NYMEX Strip |
$ |
11,887 |
Less: Change in discount factor from 9 to 10 |
(658) | |
PV-10 – December 31, 2016 @ NYMEX Strip |
11,229 | |
Less: Change in pricing assumption from NYMEX Strip to SEC |
(6,824) | |
PV-10 – December 31, 2016 @ SEC |
4,405 | |
Less: Present value of future income tax discounted at 10% |
(26) | |
Standardized measure of discounted future cash flows – December 31, 2016 |
$ |
4,379 |
CHESAPEAKE ENERGY CORPORATION
MANAGEMENT'S OUTLOOK AS OF FEBRUARY 23, 2017
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's February 14, 2017 Outlook are italicized bold below.
Year Ending | |
Adjusted Production Growth(a) |
(3%) to 2% |
Absolute Production |
|
Liquids - mmbbls |
51 - 55 |
Oil - mmbbls |
33 - 35 |
NGL - mmbbls |
18 - 20 |
Natural gas - bcf |
860 - 900 |
Total absolute production - mmboe |
194 - 205 |
Absolute daily rate - mboe |
532 - 562 |
Estimated Realized Hedging Effects(b) (based on 2/9/17 strip prices): |
|
Oil - $/bbl |
($0.15) |
Natural gas - $/mcf |
($0.24) |
NGL - $/bbl |
$0.06 |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$1.55 - $1.75 |
Natural gas - $/mcf |
$0.35 - $0.45 |
NGL - $/bbl |
$4.00 - $4.40 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.50 - $2.70 |
Gathering, processing and transportation expenses |
$7.00 - $7.50 |
Oil - $/bbl |
$4.25 - $4.45 |
Natural Gas - $/mcf |
$1.25 - $1.35 |
NGL - $/bbl |
$8.10 - $8.50 |
Production taxes |
$0.40 - $0.50 |
General and administrative(c) |
$1.20 - $1.30 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$4.00 - $5.00 |
Depreciation of other assets |
$0.40 - $0.50 |
Interest expense(d) |
$1.85 - $1.95 |
Marketing, gathering and compression net margin(e) |
($80) - ($60) |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(f) |
$1,700 - $2,300 |
Capitalized Interest ($ in millions) |
$200 |
Total Capital Expenditures ($ in millions) |
$1,900 - $2,500 |
(a) |
Based on 2016 production of 547 mboe per day, adjusted for 2016 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets. |
(f) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. Excludes any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into commodity derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of February 22, 2017, the company had downside protection, through open swaps, on its 2017 oil production at an average price of $50.19 per bbl. The company had downside price protection, through open swaps and two-way collars, on its 2017 natural gas production at an average price of $3.07 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its 2017 ethane production at an average price of $0.28 per gallon.
In addition, the company had downside protection, through open swaps and two-way collars, on a portion of its 2018 natural gas production at an average price of $3.09 per mcf.
The company's crude oil hedging positions as of February 22, 2017 were as follows:
Open Crude Oil Swaps; Gains from Closed | |||||||||
Crude Oil Trades and Call Option Premiums | |||||||||
Open Swaps (mbbls) |
Avg. NYMEX Price of Open Swaps |
Total Gains from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q1 2017 |
5,850 |
$ |
50.01 |
$ |
22 |
||||
Q2 2017 |
5,915 |
$ |
50.12 |
23 |
|||||
Q3 2017 |
5,612 |
$ |
50.27 |
23 |
|||||
Q4 2017 |
5,612 |
$ |
50.36 |
23 |
|||||
Total 2017 |
22,989 |
$ |
50.19 |
$ |
91 |
||||
Total 2018 – 2022 |
$ |
(13) |
Crude Oil Net Written Call Options | ||||
Call Options (mbbls) |
Avg. NYMEX Strike Price | |||
Q1 2017 |
1,305 |
$ |
83.50 |
|
Q2 2017 |
1,320 |
$ |
83.50 |
|
Q3 2017 |
1,334 |
$ |
83.50 |
|
Q4 2017 |
1,334 |
$ |
83.50 |
|
Total 2017 |
5,293 |
$ |
83.50 |
The company's natural gas hedging positions as of February 22, 2017 were as follows:
Open Natural Gas Swaps; Losses from Closed | |||||||||
Natural Gas Trades and Call Option Premiums | |||||||||
Open Swaps (bcf) |
Avg. NYMEX Price of Open Swaps |
Total Losses from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q1 2017 |
144 |
$ |
3.22 |
$ |
(3) |
||||
Q2 2017 |
157 |
$ |
2.96 |
(1) |
|||||
Q3 2017 |
158 |
$ |
3.00 |
(2) |
|||||
Q4 2017 |
140 |
$ |
3.10 |
(3) |
|||||
Total 2017 |
599 |
$ |
3.07 |
$ |
(9) |
||||
Total 2018 – 2022 |
120 |
$ |
3.13 |
$ |
(69) |
Natural Gas Two-Way Collars | |||||||
Open |
Avg. |
Avg. | |||||
Q1 2017 |
23 |
$ |
3.00 |
$ |
3.48 |
||
Total 2017 |
23 |
$ |
3.00 |
$ |
3.48 |
||
Total 2018 |
47 |
$ |
3.00 |
$ |
3.25 |
Natural Gas Net Written Call Options | ||||
Call Options (bcf) |
Avg. NYMEX Strike Price | |||
Q1 2017 |
12 |
$ |
9.43 |
|
Q2 2017 |
12 |
$ |
9.43 |
|
Q3 2017 |
12 |
$ |
9.43 |
|
Q4 2017 |
12 |
$ |
9.43 |
|
Total 2017 |
48 |
$ |
9.43 |
|
Total 2018 – 2020 |
66 |
$ |
12.00 |
Natural Gas Basis Protection Swaps | ||||
Volume (bcf) |
Avg. NYMEX | |||
Q1 2017 |
13 |
$ |
0.35 | |
Q2 2017 |
5 |
$ |
(0.46) | |
Q3 2017 |
6 |
$ |
(0.46) | |
Q4 2017 |
6 |
$ |
(0.46) | |
Total 2017 |
30 |
$ |
(0.11) | |
Total 2018 |
1 |
$ |
(1.03) |
The company's natural gas liquids hedging positions as of February 22, 2017 were as follows:
Open Ethane Swaps | ||||
Volume (mmgal) |
Avg. NYMEX | |||
Q1 2017 |
26 |
$ |
0.28 | |
Q2 2017 |
27 |
$ |
0.28 | |
Total 2017 |
53 |
$ |
0.28 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 14, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced additional details of its 2017 guidance outlook. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "The execution of our 2017 capital program will position Chesapeake for significant production and earnings growth and cash flow neutrality in 2018. As noted during our October 2016 Analyst Day, our 2017 capital program is driven by improved capital efficiencies and profitability from our significant portfolio of high rate of return drilling opportunities. We will maintain our financial and operational flexibility with a relentless focus on driving differential performance. We look forward to building on our progress, both financially and operationally, in 2017 and beyond."
2017 Capital Program and Production Outlook
Chesapeake is budgeting planned total capital expenditures (including capitalized interest) in the range of $1.9 – $2.5 billion in 2017, compared to total capital expenditures of approximately $1.65 – $1.75 billion in 2016, excluding 2016 proved property acquisitions and the repurchase of volumetric production payment (VPP) transactions. The company is narrowing its range of projected capital as it gains confidence in market conditions supporting a return to projected production growth in the second half of the year. The company is targeting total production of 194 – 205 million barrels of oil equivalent (mmboe) in 2017, or average daily production of 532 – 562 thousand barrels of oil equivalent (mboe), representing a decline of 3% to modest growth of 2% compared to 2016, after adjusting for asset sales. Of the 2017 projected total production, approximately 33 – 35 mmboe is estimated to be crude oil, 18 – 20 mmboe is estimated to be natural gas liquids and 860 – 900 billion cubic feet is estimated to be natural gas.
Chesapeake plans to operate an average of approximately 17 rigs in 2017, an increase from an average of 10 rigs in 2016. The company intends to spud and place on production approximately 400 and 450 gross operated wells in 2017, respectively, compared to 213 and 428 wells in 2016, respectively. A complete summary of the company's guidance for 2017 is attached to this release.
Operations Update
Lawler continued, "We have a number of operational results we are looking forward to in 2017, including our return to the Powder River Basin (PRB) and our first results from the Turner formation in the 2017 second quarter, along with additional results from the Sussex and Niobrara and a Mowry test later in the year. In total, we plan to place approximately 30 wells on production in the PRB in 2017. In the Mid-Continent area, we plan to place approximately 100 wells on production during 2017, with roughly 60 of those wells planned from the Oswego formation. The Mid-Continent is expected to provide oil growth in 2017 through development drilling in the Oswego and our exploitation of 'the Wedge play.' Finally, we plan to operate approximately six rigs and place approximately 165 wells on production in the Eagle Ford Shale in South Texas. Several new tests are planned in the Eagle Ford, which include more than 10 extra-long lateral wells reaching approximately 15,000 feet and we also plan to test the Upper Eagle Ford and Austin Chalk formations. Our increased activity in the Eagle Ford, Oklahoma and the PRB is expected to result in oil growth of approximately 10% from year-end 2016 to year-end 2017, with continued growth in our oil volumes projected to be over 20% by year-end 2018.
"In our natural gas plays, our progress in the Haynesville Shale in Louisiana continues to improve with recent wells placed on production reaching approximately 30 – 45 million cubic feet (mmcf) of gas per day. Our plans for 2017 in the Haynesville include utilizing three rigs and placing approximately 35 wells on production. In Northeast Appalachia, our activities in the Marcellus Shale in Pennsylvania and the Utica Shale in Ohio will be more focused on completing inventory wells compared to drilling and completing new wells. We also plan to begin applying more aggressive fracture stimulation procedures to wells in both the Marcellus and our dry gas Utica areas during the year. We are projecting that natural gas production growth will be relatively flat from year-end 2016 to year-end 2017, but expect that our gas volumes will return to growing again from year-end 2017 to year-end 2018. Nonetheless, we are projecting that these world-class gas producing areas will generate significant free cash flow for us compared to the capital invested during both 2017 and 2018."
Doug Lawler will be making a company presentation at the 2017 Credit Suisse Energy Summit on Tuesday, February 14, 2017 at 1:30 PM EST. The event will be available to the public via internet webcast. A link to the webcast will be accessible at www.chk.com/investors on the date of the event.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms or at all; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; a further downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock and preferred stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
CHESAPEAKE ENERGY CORPORATION OUTLOOK FOR 2017
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. New information or changes from the company's November 3, 2016 preliminary Outlook are italicized bold below.
Year Ending | |
Adjusted Production Growth(a) |
(3%) to 2% |
Absolute Production |
|
Liquids - mmbbls |
51 - 55 |
Oil - mmbbls |
33 - 35 |
NGL - mmbbls |
18 - 20 |
Natural gas - bcf |
860 - 900 |
Total absolute production - mmboe |
194 - 205 |
Absolute daily rate - mboe |
532 - 562 |
Estimated Realized Hedging Effects(b) (based on 2/9/17 strip prices): |
|
Oil - $/bbl |
($0.15) |
Natural gas - $/mcf |
($0.24) |
NGL - $/bbl |
$0.06 |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$1.55 - $1.75 |
Natural gas - $/mcf |
$0.35 - $0.45 |
NGL - $/bbl |
$4.00 - $4.40 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$2.50 - $2.70 |
Gathering, processing and transportation expenses |
$7.00 - $7.50 |
Oil - $/bbl |
$4.25 - $4.45 |
Natural Gas - $/mcf |
$1.25 - $1.35 |
NGL - $/bbl |
$8.10 - $8.50 |
Production taxes |
$0.40 - $0.50 |
General and administrative(c) |
$1.20 - $1.30 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$4.00 - $5.00 |
Depreciation of other assets |
$0.40 - $0.50 |
Interest expense(d) |
$1.85 - $1.95 |
Marketing, gathering and compression net margin(e) |
($80) – ($60) |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(f) |
$1,700 - $2,300 |
Capitalized Interest ($ in millions) |
$200 |
Total Capital Expenditures ($ in millions) |
$1,900 - $2,500 |
(a) |
Based on 2016 production of 547 mboe per day, adjusted for 2016 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets. |
(f) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. Excludes any additional proved property acquisitions. |
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
405-935-8870 |
405-935-8878 |
ir@chk.com |
media@chk.com |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 1, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) has scheduled to release its 2016 fourth quarter and year-end operational and financial results before market open on Thursday, February 23, 2017. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 719-325-2355 or toll-free 888-417-8531. The passcode for the call is 2585187. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 2585187. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: Brad Sylvester, CFA 405-935-8870 |
MEDIA CONTACT: Gordon Pennoyer 405-935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Jan. 20, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board of Directors has reinstated the payment of dividends on its outstanding convertible preferred stock, as stated below.
Dividends in Arrears
Holders of record on February 1, 2017 for the 4.5%, 5.0%, 5.75% and 5.75% (Series A) Convertible Preferred Stock will receive four quarterly payments of dividends in arrears on February 15, 2017, as stated below.
4.50% |
5% (2005B) |
5.75% |
5.75% (Series A) | |
NYSE Symbol |
CHK Pr D |
N/A |
N/A |
N/A |
Date of Original Issue |
September 14, 2005 |
November 8, 2005 |
May 17, 2010 |
May 17, 2010 |
Registered CUSIP |
165167842 |
165167826 |
165167768 |
165167750 |
144A CUSIP |
N/A |
165167834 |
165167776 |
165167784 |
RegS CUSIP |
N/A |
N/A |
U16450204 |
U16450113 |
Clean (no legends) CUSIP |
N/A |
N/A |
165167768 |
165167750 |
Par Value per Share |
$0.01 |
$0.01 |
$0.01 |
$0.01 |
Shares Outstanding |
2,558,900 |
1,810,667 |
770,528 |
463,363 |
Liquidation Preference per Share |
$100 |
$100 |
$1,000 |
$1,000 |
Record Date |
February 1, 2017 |
February 1, 2017 |
February 1, 2017 |
February 1, 2017 |
Payment Date |
February 15, 2017 |
February 15, 2017 |
February 15, 2017 |
February 15, 2017 |
Amount per Share (four quarters in arrears) |
$4.50 |
$5.00 |
$57.50 |
$57.50 |
Current Quarterly Dividend
For the current quarter, the Board of Directors also declared dividends on each series of its outstanding preferred stock, as stated below. Holders of outstanding 5.0% (Series 2005B), 5.75% and 5.75% (Series A) Convertible Preferred Stock on February 1, 2017 will receive current quarterly dividends on February 15, 2017. Holders of the 4.5% Convertible Preferred Stock on March 1, 2017 will receive current quarterly dividends on March 15, 2017.
4.50% |
5% (2005B) |
5.75% |
5.75% (Series A) | |
NYSE Symbol |
CHK Pr D |
N/A |
N/A |
N/A |
Date of Original Issue |
September 14, 2005 |
November 8, 2005 |
May 17, 2010 |
May 17, 2010 |
Registered CUSIP |
165167842 |
165167826 |
165167768 |
165167750 |
144A CUSIP |
N/A |
165167834 |
165167776 |
165167784 |
RegS CUSIP |
N/A |
N/A |
U16450204 |
U16450113 |
Clean (no legends) CUSIP |
N/A |
N/A |
165167768 |
165167750 |
Par Value per Share |
$0.01 |
$0.01 |
$0.01 |
$0.01 |
Shares Outstanding |
2,558,900 |
1,810,667 |
770,528 |
463,363 |
Liquidation Preference per Share |
$100 |
$100 |
$1,000 |
$1,000 |
Record Date |
March 1, 2017 |
February 1, 2017 |
February 1, 2017 |
February 1, 2017 |
Payment Date |
March 15, 2017 |
February 15, 2017 |
February 15, 2017 |
February 15, 2017 |
Amount per Share |
$1.125 |
$1.25 |
$14.375 |
$14.375 |
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
405-935-8870 |
405-935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Jan. 5, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today the expiration and final results of its offers to purchase for cash (the "Tender Offers") up to $1,200,000,000 aggregate purchase price (exclusive of accrued interest) (the "Aggregate Maximum Purchase Amount") of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"). As of 11:59 p.m., New York City time, on January 4, 2017 (such date and time, the "Expiration Date"), Chesapeake received valid tenders totaling approximately $554.1 million aggregate principal amount of the Notes.
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to the Expiration Date:
Series of Notes |
CUSIP Number/ ISIN |
Aggregate Principal Amount Outstanding Prior to Tender Offers |
Approximate Aggregate Principal Amount of Notes Tendered |
Aggregate Principal Amount Accepted on Early Settlement Date |
Tender Caps(1) |
Acceptance Priority Level |
Total Consideration(2) (3) |
6.5% Senior Notes due 2017 |
165167BS5 |
$222,752,000 |
$89,991,000 |
$88,977,000 |
N/A |
1 |
$1,034.00 |
7.25% Senior Notes due 2018 |
165167CC9 |
$349,065,000 |
$285,027,000 |
$284,987,000 |
1 |
$1,085.00 | |
Floating Rate Senior Notes due 2019 |
165167CM7 |
$504,179,000 |
$124,627,000 |
$124,577,000 |
1 |
$990.00 | |
6.625% Senior Notes due 2020 |
165167CF2 |
$806,882,000 |
$26,776,000 |
$26,605,000 |
$150,000,000 |
2 |
$1,010.00 |
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$291,047,000 |
$12,069,000 |
$11,998,000 |
2 |
$995.00 | |
6.125% Senior Notes due 2021 |
165167CG0 |
$554,348,000 |
$4,021,000 |
$3,959,000 |
$150,000,000 |
3 |
$962.50 |
5.375% Senior Notes due 2021 |
165167CK1 |
$272,264,000 |
$2,357,000 |
$2,330,000 |
3 |
$922.50 | |
4.875% Senior Notes due 2022 |
165167CN5 |
$453,055,000 |
$1,830,000 |
$1,830,000 |
3 |
$895.00 | |
8.00% Senior Secured Second Lien Notes due 2022 |
165167CQ8 U16450AT2 |
$2,425,206,000 |
$6,253,000 |
$6,203,000 |
3 |
$1,060.00
| |
5.75% Senior Notes due 2023 |
165167CL9 |
$338,852,000 |
$1,099,000 |
$1,099,000 |
3 |
$915.00 | |
(1) A $150,000,000 Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020. A separate $150,000,000 Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022, 8.00% Senior Secured Second Lien Notes due 2022 and 5.75% Senior Notes due 2023, collectively. In addition, Priority 2 Notes and Priority 3 Notes (each as defined in the Offer to Purchase dated December 6, 2016) are subject to the Long-Dated Tender Cap (as defined in the Offer to Purchase). |
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date (each as defined in the Offer to Purchase)). Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any notes validly tendered after the Early Tender Date. |
(3) Includes the applicable Early Tender Premium (as defined in the Offer to Purchase). |
Chesapeake accepted for purchase approximately $552.6 million aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 19, 2016 (the "Early Tender Date") for an aggregate consideration of approximately $578.5 million, excluding accrued and unpaid interest. The early settlement date for such notes occurred on December 21, 2016. Chesapeake is accepting the additional $1.5 million aggregate principal amount of the Notes that were validly tendered and not validly withdrawn after the Early Tender Date for aggregate consideration of approximately $1.5 million, excluding accrued and unpaid interest. Chesapeake expects to make payment for the Notes accepted for purchase in same-day funds on January 6, 2017.
Deutsche Bank Securities Inc. acted as the dealer manager in the Tender Offers. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Deutsche Bank Securities Inc. at (toll-free) (855) 287-1922 or (collect) (212) 250-7527.
From time to time after completion of the Tender Offers, Chesapeake and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through additional tender offers, exchange offers or otherwise, or Chesapeake may redeem Notes that are able to be redeemed, pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by Chesapeake and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Chesapeake and its affiliates may choose to pursue in the future.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement of the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
405-935-8870 |
405-935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Jan. 5, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today the expiration and final results of its offers to purchase for cash (the "Tender Offers") the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"). As of 11:59 p.m., New York City time, on January 4, 2017 (such date and time, the "Expiration Date"), Chesapeake received valid tenders totaling approximately $296.0 million aggregate principal amount of the Notes.
Chesapeake is accepting for purchase (i) approximately $99.5 million aggregate principal amount of the 2.5% Contingent Convertible Senior Notes due 2037 (the "2037 Notes") validly tendered and not validly withdrawn for an aggregate consideration of approximately $100.0 million, excluding accrued and unpaid interest, and (ii) approximately $187.8 million aggregate principal amount of the 2.25% Contingent Convertible Senior Notes due 2038 (the "2038 Notes") validly tendered and not validly withdrawn for an aggregate consideration of approximately $185.0 million, excluding accrued and unpaid interest. Because the purchase of Notes of each series validly tendered and not validly withdrawn results in an aggregate purchase price that exceeds the applicable Tender Cap (as defined in the Offer to Purchase dated December 6, 2016), the amount of Notes of each series purchased will be prorated as described in the Offer to Purchase. Chesapeake expects to make payment for the Notes accepted for purchase in same-day funds on January 6, 2017.
Series of Notes |
CUSIP Number |
Aggregate Principal Amount Outstanding Prior to Tender Offers |
Aggregate Principal Amount Tendered |
Tender Cap(1) |
Total Consideration(2) | |||||
2.5% Contingent Convertible Senior Notes due 2037 |
165167BZ9 / 165167CA3 |
$114,262,000 |
$104,320,000 |
$100,000,000 |
$1,005.00 | |||||
2.25% Contingent Convertible Senior Notes due 2038 |
165167CB1 |
$199,758,000 |
$191,720,000 |
$185,000,000 |
$985.00 | |||||
(1) The $100,000,000 Tender Cap and the $185,000,000 Tender Cap apply to the aggregate purchase price (exclusive of accrued interest) of the 2037 Notes and the 2038 Notes, respectively. | ||||||||||
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Total Consideration to, but not including, the Settlement Date (each as defined in the Offer to Purchase)). |
Deutsche Bank Securities Inc. acted as the dealer manager in the Tender Offers. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Deutsche Bank Securities Inc. at (toll-free) (855) 287-1922 or (collect) (212) 250-7527.
From time to time after completion of the Tender Offers, Chesapeake and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through additional tender offers, exchange offers or otherwise, or Chesapeake may redeem Notes that are able to be redeemed, pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by Chesapeake and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Chesapeake and its affiliates may choose to pursue in the future. Pursuant to Rule 13e-4(f)(6) under the Securities Exchange Act of 1934, as amended, neither Chesapeake nor its affiliates may purchase any Notes other than pursuant to the Tender Offers until 10 business days after the Expiration Date.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement of the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: Brad Sylvester, CFA 405-935-8870 ir@chk.com |
MEDIA CONTACT: Gordon Pennoyer 405-935-8878 media@chk.com |
CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 22, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced that the Company is calling for redemption in full on January 21, 2017 (the "Redemption Date") all of its outstanding 6.5% Senior Notes due 2017 (the "Notes"). The redemption price for the Notes is equal to the sum of the outstanding principal amount thereof and the make-whole amount, as calculated in accordance with the indenture governing the Notes, plus accrued and unpaid interest thereon to the Redemption Date. The redemption price for each $1,000 principal amount of Notes is $1,056.88, including accrued and unpaid interest.
On the Redemption Date, the redemption price will become due and payable upon each of the Notes then outstanding and, unless the Company defaults in the payment of the redemption price or accrued interest, interest thereon will cease to accrue on and after the Redemption Date and the only remaining right of the holders is to receive payment of the redemption price upon surrender of the Notes. Payment of the redemption price and surrender of the Notes redeemed will be made through the facilities of the Depository Trust Company.
This press release does not constitute an offer to purchase or redeem, or a solicitation of an offer to sell, the Notes.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8870 |
(405) 935-8878 |
P.O. Box 18496 |
ir@chk.com |
media@chk.com |
Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 20, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) reported today the results to date of its pending cash tender offers (the "Tender Offers") to purchase up to $1,200,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
All terms and conditions of the Tender Offers remain unchanged as set forth in an Offer to Purchase dated December 6, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on December 19, 2016 (the "Early Tender Date"):
Series of Notes |
CUSIP Number |
Aggregate |
Aggregate |
Tender |
Acceptance |
Total |
6.5% Senior Notes due 2017 |
165167BS5 |
$222,752,000 |
$88,977,000 |
N/A |
1 |
$1,034.00 |
7.25% Senior Notes due 2018 |
165167CC9 |
$349,065,000 |
$284,987,000 |
1 |
$1,085.00 | |
Floating Rate Senior Notes due 2019 |
165167CM7 |
$504,179,000 |
$124,577,000 |
1 |
$990.00 | |
6.625% Senior Notes due 2020 |
165167CF2 |
$806,882,000 |
$26,605,000 |
$150,000,000 |
2 |
$1,010.00 |
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$291,047,000 |
$11,998,000 |
2 |
$995.00 | |
6.125% Senior Notes due 2021 |
165167CG0 |
$554,348,000 |
$3,959,000 |
$150,000,000 |
3 |
$962.50 |
5.375% Senior Notes due 2021 |
165167CK1 |
$272,264,000 |
$2,330,000 |
3 |
$922.50 | |
4.875% Senior Notes due 2022 |
165167CN5 |
$453,055,000 |
$1,830,000 |
3 |
$895.00 | |
8.00% Senior Secured Second Lien Notes due 2022 |
165167CQ8 U16450AT2 |
$2,425,206,000 |
$6,203,000 |
3 |
$1,060.00 | |
5.75% Senior Notes due 2023 |
165167CL9 |
$338,852,000 |
$1,099,000 |
3 |
$915.00 | |
(1) |
Notes tendered have not been accepted. |
(2) |
A $150,000,000 Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020. A separate $150,000,000 Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022, 8.00% Senior Secured Second Lien Notes due 2022 and 5.75% Senior Notes due 2023. In addition, Priority 2 Notes and Priority 3 Notes (each as defined in the Offer to Purchase) are subject to the Long-Dated Tender Cap (as defined in the Offer to Purchase). |
(3) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date (each as defined in the Offer to Purchase)). Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any notes validly tendered after the Early Tender Date. |
(4) |
Includes the applicable Early Tender Premium (as defined in the Offer to Purchase). |
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8870 |
(405) 935-8878 |
P.O. Box 18496 |
Oklahoma City, OK 73154 |
The Tender Offers will expire at 11:59 p.m., New York City time, on January 4, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Early Tender Date and any additional Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. The Company may elect, in its sole discretion, to settle the Tender Offers for any or all Notes validly tendered as of the Early Tender Date at any time after the Early Tender Date and prior to the Expiration Date, subject to all conditions to the Tender Offers having been satisfied or waived by the Company. The Company expects to settle the Tender Offers for all accepted Notes validly tendered as of the Early Tender Date on or about December 21, 2016.
Deutsche Bank Securities Inc. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Deutsche Bank Securities Inc. at (toll-free) (855) 287-1922 or (collect) (212) 250-7527. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 20, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has signed an agreement to sell a portion of the company's acreage and producing properties in its Haynesville Shale operating area in northern Louisiana for approximately $465 million to an affiliate of Covey Park Energy LLC. The sale includes approximately 41,500 net acres and 326 operated and non-operated wells currently producing approximately 50 million cubic feet (mmcf) of gas per day, net to Chesapeake. The company expects this transaction to close in the 2017 first quarter.
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "We are pleased with the results of our non-core Haynesville sales packages, totaling projected gross proceeds of $915 million, while divesting of only approximately 80 mmcf of daily gas production and approximately $50 million of estimated 2017 operating income. Upon closing, this strong bid for our second Haynesville package, along with our recent new issue and tender, will position Chesapeake with significant liquidity as we begin a new year.
"Chesapeake delivered on its strategy and achieved our stated financial and operational objectives in 2016. We exceeded our 2016 asset sales goal by approximately $500 million, bringing total gross proceeds from divestitures either signed or closed in the year to approximately $2.5 billion, excluding certain volumetric production payment repurchase transactions. We will continue to pursue opportunities to strengthen our balance sheet in 2017."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements, but are not limited to, the anticipated timing and proceeds from asset sales, if any, as well as the effect of such asset sales on our ability to optimize our asset base, further reduce outstanding debt and grow production in 2017. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms or at all; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; a further downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges of our spin-off of Seventy Seven Energy Inc. (SSE) in the event of a bankruptcy of SSE; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock and preferred stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 15, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that Luke R. Corbett has been appointed to the Board of Directors, effective as of December 14, 2016. Corbett will serve as a member of the Audit Committee and the Nominating, Governance and Social Responsibility Committee and will stand for re-election at the 2017 annual meeting of shareholders on May 19, 2017.
Chesapeake Chairman R. Brad Martin commented, "Luke's industry experience and commitment to operational and financial excellence and best governance practices are fully aligned with Chesapeake, and we are pleased to welcome him to the Board."
Corbett currently is the Lead Independent Director for OGE Energy Corporation (NYSE: OGE) and serves as Chair of the Executive Committee and as a member of the Compensation Committee. Corbett previously served in various managerial and leadership roles at Kerr-McGee Corporation for more than 17 years, including Chairman and Chief Executive Officer from 1997 until his retirement in 2006. Prior to joining Kerr-McGee, Corbett held various managerial roles at Aminoil, Inc., Mitchell Energy Company and Amoco Corporation. Corbett is a graduate of the University of Georgia.
Corbett commented, "I respect the progress and values of Chesapeake and its leadership, and I look forward to contributing to the company's continued growth."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8870 |
(405) 935-8878 |
P.O. Box 18496 |
Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 6, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its private placement to eligible purchasers of $1.0 billion aggregate principal amount of 8.00% senior notes due 2025. The private placement was upsized from a previously announced amount of $750 million.
The notes will bear interest at a rate of 8.00% per annum, payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2017. The notes will mature on January 15, 2025. Chesapeake may redeem some or all of the notes at any time prior to January 15, 2020 at a price equal to 100% of the principal amount of the notes to be redeemed plus a "make-whole" premium. In addition, Chesapeake may redeem some or all of the notes at any time on or after January 15, 2020 at the applicable redemption price in accordance with the terms of the notes and the indenture and supplemental indenture governing the notes. In addition, subject to certain conditions, Chesapeake may redeem up to 35% of the aggregate principal amount of the notes at any time prior to January 15, 2020 at a price equal to 108% of the principal amount of the notes to be redeemed using the net proceeds of certain equity offerings by Chesapeake.
The closing of the private placement is expected to occur on December 20, 2016 and is subject to the satisfaction of customary closing conditions.
Chesapeake intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility, to finance tender offers for certain of its senior notes announced today. If the tender offers are not consummated or the net proceeds from the offering exceed the total consideration payable from the offering in the tender offers, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include debt repurchases and the repayment of its senior notes with near-term maturities as they become due.
The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Chesapeake's outstanding senior notes subject to the concurrent tender offers. The concurrent tender offers are being made only by and pursuant to, and on the terms and conditions set forth in, the applicable Offer to Purchase dated December 6, 2016 and the related letter of transmittal.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 6, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today that it has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $1,200,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
No more than $150,000,000 aggregate purchase price, exclusive of accrued interest (the "Priority 2 Cap"), of 6.625% Senior Notes due 2020 and 6.875% Senior Notes due 2020 (the "Priority 2 Notes"), and no more than $150,000,000 aggregate purchase price, exclusive of accrued interest (the "Priority 3 Tender Cap"), of 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022, 8.00% Senior Secured Second Lien Notes due 2022 and 5.75% Senior Notes due 2023 (the "Priority 3 Notes" and, together with the Priority 2 Notes, the "Long-Dated Notes"), will be purchased in the Tender Offers. The Long-Dated Notes are subject to an additional cap on the aggregate purchase price (exclusive of accrued interest) of such Notes that prohibits the aggregate principal amount of such Notes accepted for purchase on any Settlement Date (as defined below) from exceeding the aggregate principal amount of (i) 6.5% Senior Notes due 2017, 7.25% Senior Notes due 2018 and Floating Rate Senior Notes due 2019 accepted for purchase under the Tender Offers and (ii) Other Notes (as defined below) accepted for purchase in the Concurrent Tender Offers (as defined below) (the "Long-Dated Tender Cap" and, together with the Priority 2 Tender Cap and the Priority 3 Tender Cap, the "Tender Caps" and each individually, a "Tender Cap"). The terms and conditions of the Tender Offers are described in an Offer to Purchase dated December 6, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth certain terms of the Tender Offers:
Series of Notes |
CUSIP Number |
Aggregate |
Tender Caps(1) |
Acceptance Priority |
Tender Offer Consideration(2) |
Early Tender Premium(2) |
Total Consideration(2)(3) | ||
6.5% Senior Notes due 2017 |
165167BS5 |
$222,752,000 |
N/A |
1 |
$1,004.00 |
$30.00 |
$1,034.00 | ||
7.25% Senior Notes due 2018 |
165167CC9 |
$349,065,000 |
1 |
$1,055.00 |
$30.00 |
$1,085.00 | |||
Floating Rate Senior Notes due 2019 |
165167CM7 |
$504,179,000 |
1 |
$960.00 |
$30.00 |
$990.00 | |||
6.625% Senior Notes due 2020 |
165167CF2 |
$806,882,000 |
$150,000,000 |
2 |
$980.00 |
$30.00 |
$1,010.00 | ||
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$291,047,000 |
2 |
$965.00 |
$30.00 |
$995.00 | |||
6.125% Senior Notes due 2021 |
165167CG0 |
$554,348,000 |
$150,000,000 |
3 |
$932.50 |
$30.00 |
$962.50 | ||
5.375% Senior Notes due 2021 |
165167CK1 |
$272,264,000 |
3 |
$892.50 |
$30.00 |
$922.50 | |||
4.875% Senior Notes due 2022 |
165167CN5 |
$453,055,000 |
3 |
$865.00 |
$30.00 |
$895.00 | |||
8.00% Senior Secured Second Lien Notes due 2022 |
165167CQ8 |
$2,425,206,000 |
3 |
$1,030.00 |
$30.00 |
$1,060.00 | |||
5.75% Senior Notes due 2023 |
165167CL9 |
$338,852,000 |
3 |
$885.00 |
$30.00 |
$915.00 | |||
(1) The $150,000,000 Priority 2 Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Priority 2 Notes, collectively, and the $150,000,000 Priority 3 Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Priority 3 Notes, collectively. In addition, the Priority 2 Notes and the Priority 3 Notes accepted for purchase are subject to the Long-Dated Tender Cap.
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date). Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date (as defined below) will be accepted for purchase before any notes validly tendered after the Early Tender Date.
(3) Includes the applicable Early Tender Premium.
The Tender Offers will expire at 11:59 p.m., New York City time, on January 4, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers at or prior to, but not after, 5:00 p.m., New York City time, on December 19, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Withdrawal Deadline"). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on December 19, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the early tender premium for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Premium" and, together with the applicable Tender Offer Consideration, the "Total Consideration"). Holders of Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium for the applicable series of Notes. No tenders will be valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offers will, on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the "Accrued Interest").
Chesapeake reserves the right, in its sole discretion, to increase or decrease the Aggregate Maximum Purchase Amount and any Tender Cap at any time without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for any Tender Offer, subject to compliance with applicable law, which could result in the Company's purchasing a greater or lesser amount of Notes in the Tender Offers. If Chesapeake changes the Aggregate Maximum Purchase Amount or any Tender Cap, it does not expect to extend the Withdrawal Deadline, subject to applicable law.
Chesapeake reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (the date of such acceptance and purchase, the "Early Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Tender Caps, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Early Settlement Date will be determined at Chesapeake's option, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Early Settlement Date. Chesapeake currently does not expect to have an Early Settlement Date. Irrespective of whether Chesapeake chooses to exercise its option to have an Early Settlement Date, Chesapeake will purchase any remaining Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by Chesapeake, promptly following the Expiration Date (the date of such acceptance and purchase, the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date each being a "Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Tender Caps, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Expiration Date and Notes having an aggregate purchase price (exclusive of Accrued Interest) equal to the Aggregate Maximum Purchase Amount are not purchased on the Early Settlement Date.
Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration as described in the Offer to Purchase, all Notes validly tendered at or prior to the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered at or prior to the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase. However, even if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Aggregate Maximum Purchase Amount and the Tender Caps, Notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any Notes validly tendered after the Early Tender Date are accepted for purchase, even if such Notes validly tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Date. Therefore, if the aggregate purchase price (exclusive of Accrued Interest) of Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Aggregate Maximum Purchase Amount, Chesapeake will not accept for purchase any Notes tendered after the Early Tender Date, and if the aggregate purchase price (exclusive of Accrued Interest) of Priority 2 Notes, Priority 3 Notes or Long-Dated Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Priority 2 Tender Cap, the Priority 3 Tender Cap or the Long-Dated Tender Cap, as applicable, Chesapeake will not accept for purchase Priority 2 Notes, Priority 3 Notes or Long-Dated Notes, as applicable, tendered after the Early Tender Date. Additional information about the application of the Aggregate Maximum Purchase Amount, Acceptance Priority Levels, Tender Caps and proration is set forth in the Offer to Purchase.
The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including receipt by Chesapeake of net proceeds from a concurrent private offering of $750,000,000 aggregate principal amount of Senior Notes due 2025 to finance at least $700,000,000 of the payment of the Tender Offer Consideration and the Total Consideration.
Chesapeake also announced today that it has commenced separate tender offers to purchase its outstanding 2.5% Contingent Convertible Senior Notes due 2037 and 2.25% Contingent Convertible Senior Notes due 2038 (the "Concurrent Tender Offers"). Chesapeake expects to use cash on hand to fund the consideration in the Concurrent Tender Offers. Chesapeake's obligation to consummate the Tender Offers is not subject to completion of the Concurrent Tender Offers.
Deutsche Bank Securities Inc. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Deutsche Bank Securities Inc. at (toll-free) (855) 287-1922 or (collect) (212) 250-7527. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of securities will be made only by means of a private offering circular pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers and the results of the proposed notes offering. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, including the ability to consummate the proposed notes offering, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 6, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today that it has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
No more than $100,000,000 aggregate purchase price, exclusive of accrued interest (the "2037 Tender Cap"), of 2.5% Contingent Convertible Senior Notes due 2017 (the "2037 Notes"), and no more than $185,000,000 aggregate purchase price, exclusive of accrued interest (the "2038 Tender Cap" and, together with the 2017 Tender Cap, the "Tender Caps" and each individually, a "Tender Cap"), of 2.25% Contingent Convertible Senior Notes due 2038 (the "2038 Notes") will be purchased in the Tender Offers. The terms and conditions of the Tender Offers are described in an Offer to Purchase dated December 6, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth certain terms of the Tender Offers:
Series of Notes |
CUSIP Number |
Aggregate |
Tender Cap(1) |
Total | ||||||||||||||||
2.5% Contingent Convertible Senior Senior Notes due 2037 |
165167BZ9 / 165167CA3 |
$114,262,000 |
$100,000,000 |
$1,005.00 | ||||||||||||||||
2.25% Contingent Convertible Senior Notes due 2038 |
165167CB1 |
$199,758,000 |
$185,000,000 |
$985.00 | ||||||||||||||||
(1) |
The 2037 Tender Cap and the 2038 Tender Cap apply to the aggregate purchase price (exclusive of accrued interest) of the 2037 Notes and the 2038 Notes, respectively. | |||||||||||||||
(2) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Total Consideration (as defined below) to, but not including, the Settlement Date (as defined below). |
The Tender Offers will expire at 11:59 p.m., New York City time, on January 4, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers at or prior to the Expiration Date.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the total consideration for the applicable series of Notes as set forth in the table above (with respect to each series of Notes, the "Total Consideration"). In addition to the Total Consideration, all Holders of Notes accepted for purchase pursuant to the Tender Offers will, on the Settlement Date, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date ("Accrued Interest").
Chesapeake will purchase any Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by Chesapeake, promptly following the Expiration Date (the date of such acceptance and purchase, the "Settlement Date"), subject to the Tender Caps and proration as described in the Offer to Purchase. The Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Expiration Date.
If the aggregate purchase price (exclusive of Accrued Interest) of a series of Notes validly tendered at or prior to the Expiration Date exceeds the applicable Tender Cap, the Notes of such series validly tendered will be accepted for purchase on a pro rata basis, based on the aggregate principal amount of such Notes validly tendered.
The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase. Chesapeake expects to use cash on hand to fund its payment of the Total Consideration.
Chesapeake also announced today that it has commenced separate tender offers to acquire up to $1.2 billion in aggregate purchase price of its outstanding 6.5% Senior Notes due 2017, 7.25% Senior Notes due 2018, Floating Rate Senior Notes due 2019, 6.625% Senior Notes due 2020, 6.875% Senior Notes due 2020, 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022, 8.00% Senior Secured Second Lien Notes due 2022 and 5.75% Senior Notes due 2023 (the "Concurrent Tender Offers"). Chesapeake's obligation to consummate the Tender Offers is not subject to completion of the Concurrent Tender Offers.
Deutsche Bank Securities Inc. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Deutsche Bank Securities Inc. at (toll-free) (855) 287-1922 or (collect) (212) 250-7527. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774. Chesapeake will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission later today. Chesapeake will make available to holders of the Notes, directly or through the Depository Trust Company, documents specifying the terms, conditions and procedures for validly tendering and withdrawing Notes (copies of which will be attached as exhibits to such Schedule TO). Note holders are encouraged to read these documents carefully before deciding whether to tender their Notes. Holders of the Notes and other interested parties may obtain a free copy of these documents at the Securities and Exchange Commission's website, www.sec.gov.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, including the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8870 |
(405) 935-8878 |
P.O. Box 18496 |
Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 6, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has commenced a private placement to eligible purchasers of $750 million aggregate principal amount of senior notes due 2025.
Chesapeake intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility, to finance tender offers for certain of its senior notes announced today. If the tender offers are not consummated or the net proceeds from the offering exceed the total consideration payable from the offering in the tender offers, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include debt repurchases and the repayment of its senior notes with near-term maturities as they become due.
The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Chesapeake's outstanding senior notes subject to the concurrent tender offers. The concurrent tender offers are being made only by and pursuant to, and on the terms and conditions set forth in, the applicable Offer to Purchase dated December 6, 2016 and the related letter of transmittal.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 5, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has signed an agreement to sell a portion of the company's acreage and producing properties in its Haynesville Shale operating area in northern Louisiana for approximately $450 million to a private company. Included in the sale are approximately 78,000 net acres, 40,000 net acres of which the company considered as core acreage. The sale also includes 250 wells currently producing approximately 30 million cubic feet of gas per day, net to Chesapeake. The company expects this transaction to close in the 2017 first quarter.
In addition, Chesapeake is marketing approximately 50,000 net acres located in the northeastern part of its Haynesville Shale operating area, which the company also expects to close in the 2017 first quarter. Following both of these planned divestitures, Chesapeake will retain approximately 250,000 net acres in the core of the Haynesville Shale. The company's 2017 development program in the Haynesville will be focused on longer laterals and further enhanced completions, resulting in projected adjusted production growth of approximately 13% from its Haynesville operations in 2017.
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "We are pleased to announce the first of two proposed Haynesville asset sales for $450 million. With this proposed transaction and our previously announced Devonian asset divestiture, the company has reached approximately $2.0 billion gross proceeds from divestitures either signed or closed in 2016, excluding certain volumetric production payment repurchase transactions. We expect this total to grow in the 2017 first quarter with our second proposed acreage sale in the Haynesville. With our long-term target of $2 to $3 billion in debt reduction, we will continue to look for opportunities to accelerate value through the sale of additional non-core assets in 2017 and beyond. Through the continual optimization of our asset base, reduction in our net leverage, improvement in liquidity and cash flow generating capabilities, we believe Chesapeake is well positioned for the years ahead."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements, but are not limited to, the anticipated timing and proceeds from asset sales, if any, as well as the effect of such assets sales on our ability to optimize our asset base, further reduce outstanding debt and grow production in 2017. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms or at all; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; a further downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges of our spin-off of Seventy Seven Energy Inc. (SSE) in the event of a bankruptcy of SSE; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock and preferred stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 2, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that Gloria R. Boyland has been appointed to the Board of Directors, effective as of November 30, 2016. Boyland will serve as a member of the Audit Committee and will stand for re-election at the 2017 annual meeting of shareholders on May 19, 2017. Separately, Kimberly K. Querrey has resigned from the Board of Directors, due to other commitments.
Chesapeake Chairman R. Brad Martin commented, "With over 30 years of operational, logistics and management experience, Gloria's extensive leadership skills in driving continuous improvement are a perfect fit with the ongoing transformation of Chesapeake Energy. We are very pleased to welcome Gloria to the Board of Directors."
Boyland is currently Corporate Vice President, Operations and Service Support, at FedEx Corporation (NYSE: FDX) where she has served since 2004. Previously, Boyland served in several various leadership and managerial positions at General Electric Company from 1992 to 2004 and served at AXA Financial from 1986 to 1992 as Assistant Counsel and Associate Counsel. Boyland is a graduate of Eckerd College and holds a Juris Doctorate degree from the University of Pennsylvania and a Master of Business Administration degree from Duke University. She is currently also involved in several national and local organizations which include serving on the U.S. Quality Council for The Conference Board, the American Society for Quality, Teach for America, the National Black MBA Association, the Memphis Brooks Museum of Art and the Mid-South Food Bank.
Boyland commented, "To become a part of one of the country's largest energy producers is an outstanding opportunity for me and I am very much looking forward to working with the Board and management team and achieving even more for Chesapeake Energy in the future." Meanwhile, Querrey commented, "I have enjoyed the opportunity to contribute to the Board and to see the organization grow and prosper."
Martin further commented, "All of us at Chesapeake are grateful for the many contributions of Kimberly Querrey during her time on the Board. Her wise counsel and diligent service was very valuable during a challenging time for the company and industry."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Nov. 3, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today reported financial and operational results for the 2016 third quarter plus other recent developments. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "We continue to make progress in reducing leverage, decreasing total cash costs and improving future midstream expenses. Our achievements in these areas, particularly in regard to our balance sheet, provide a stronger foundation for improving profitability and enhanced returns from our capital program in 2017 and beyond. As we have previously stated, our large resource base and significant inventory of high-return drilling opportunities offer long-term growth and flexibility for our shareholders."
2016 Third Quarter Results
For the 2016 third quarter, Chesapeake's revenues declined by 33% year over year due to a decrease in the average realized commodity prices received for its production, lower production volumes and a decrease in the volumes sold and prices received by the company's marketing affiliate on behalf of third-party producers. Average daily production for the 2016 third quarter of approximately 638,100 barrels of oil equivalent (boe) consisted of approximately 86,600 barrels (bbls) of oil, 2.914 billion cubic feet (bcf) of natural gas and 65,700 bbls of natural gas liquids (NGL).
Chesapeake's operating expenses continue to decline. Average production expenses during the 2016 third quarter were $2.80 per boe, while G&A expenses (including stock-based compensation) during the 2016 third quarter were $1.08 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2016 third quarter were $3.88 per boe, a decrease of 20% year over year and 5% from the 2016 second quarter. A summary of the company's production and operating cost guidance for 2016 and 2017 is provided in the Outlook dated November 3, 2016, beginning on Page 20.
Chesapeake reported a net loss available to common stockholders of $1.197 billion, or $1.54 per share, while the company's ebitda for the 2016 third quarter was a loss of $801 million. The primary drivers of the net loss were Barnett Shale exit costs of approximately $616 million and a noncash impairment of the carrying value of Chesapeake's oil and natural gas properties of approximately $433 million, largely resulting from decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices as of September 30, 2016, as compared to June 30, 2016. Adjusting for these and other items that are typically excluded by securities analysts, the 2016 third quarter adjusted net income available to common stockholders was $27 million, or $0.09 per common share, while the company's adjusted ebitda was $421 million in the 2016 third quarter. These adjusted results include a recorded gain of $146 million of proceeds related to the sale of a long-term natural gas supply contract which was sold in the 2016 third quarter and reflected in the company's marketing, gathering and compression revenues. Reconciliations of financial measures calculated in accordance with generally accepted accounting principles (GAAP) to non-GAAP measures are provided on pages 12 – 18 of this release.
Capital Spending Overview
Chesapeake's total capital investments were approximately $412 million during the 2016 third quarter, compared to approximately $623 million in the 2015 third quarter, as summarized in the table below. A summary of the company's capital expenditure guidance for 2016 and 2017 is provided in the Outlook dated November 3, 2016, beginning on Page 20.
2016 |
2016 |
2015 | |||||||
Operated activity comparison |
Q3 |
Q2 |
Q3 | ||||||
Average rig count |
11 |
9 |
18 | ||||||
Gross wells completed |
80 |
131 |
84 | ||||||
Gross wells spud |
63 |
49 |
81 | ||||||
Gross wells connected |
105 |
141 |
112 | ||||||
Type of cost ($ in millions) |
|||||||||
Drilling and completion costs |
$ |
332 |
$ |
337 |
$ |
467 |
|||
Exploration costs, leasehold and additions to other PP&E |
21 |
56 |
57 |
||||||
Subtotal capital expenditures |
$ |
353 |
$ |
393 |
$ |
524 |
|||
Capitalized interest |
59 |
63 |
99 |
||||||
Total guided capital expenditures |
$ |
412 |
$ |
456 |
$ |
623 |
Balance Sheet and Liquidity
As of September 30, 2016, Chesapeake's debt principal balance was approximately $8.7 billion, including approximately $240 million of borrowings outstanding on the company's revolving credit facility, compared to $9.7 billion as of December 31, 2015, and $11.7 billion as of September 30, 2015.
During the 2016 third quarter, the company entered into a $1.5 billion secured five-year term loan facility. Chesapeake used the net proceeds from this term loan to purchase and retire $898 million principal amount of its senior notes and $708 million principal amount of its contingent convertible senior notes for $1.5 billion pursuant to tender offers.
In October 2016, Chesapeake issued in a private placement $1.25 billion principal amount of unsecured 5.5% Convertible Senior Notes due 2026. The company intends to use the net proceeds for general corporate purposes, which may include debt repurchases and the repayment of borrowings under its credit facility and senior notes with near-term maturities as they become due. Additionally, the company completed private exchanges in aggregate of approximately 110.3 million shares of its common stock for 134,000 shares of 5.00% Cumulative Convertible Preferred Stock (Series 2005B), 606,271 shares of 5.75% Cumulative Convertible Preferred Stock and 553,007 shares of 5.75% Cumulative Convertible Preferred Stock (Series A). This amount of preferred stock represents approximately $1.2 billion of liquidation value, which was exchanged at a discount of approximately 40%. The company also repurchased in the open market approximately $105 million principal amount of its outstanding debt scheduled to mature or that could be put to the company in 2017 and 2018 for $106 million.
Since September 30, 2015, Chesapeake has significantly reduced its near-term debt maturities. As of November 2, 2016, Chesapeake's principal debt maturities by year, including debt that could be put to the company, are as follows:
Principal Amount | ||||||
11/2/2016 |
9/30/2015 | |||||
2016 |
$ |
— |
$ |
500 |
||
2017 |
625 |
2,212 |
||||
2018 |
599 |
1,016 |
||||
2019 |
504 |
1,500 |
||||
2020-2026 (a) |
7,894 |
6,496 |
||||
Total |
$ |
9,622 |
$ |
11,724 |
||
(a) Includes $1.25 billion principal amount of unsecured 5.5% Convertible Senior Notes issued on October 5, 2016. |
Asset Acquisitions and Divestitures Update
In the 2016 third quarter, the company entered into an agreement to convey its interests in the Barnett Shale operating area located in North Texas to Total S.A. (NYSE: TOT) and simultaneously terminate future commitments associated with this asset. The transaction closed on October 31, 2016, and Chesapeake paid $334 million to terminate an existing gathering agreement with Williams Partners L.P. (NYSE: WPZ) ("Williams").
Also in the 2016 third quarter, the company entered into a purchase and sale agreement to sell the majority of its upstream and midstream assets in the Devonian Shale located in West Virginia and Kentucky, which includes approximately 882,000 net acres and approximately 5,600 wells along with related gathering assets, as well as other property, plant and equipment. Chesapeake will retain deep drilling rights in the area after the anticipated disposition. In connection with this divestiture, the company expects to repurchase one of its two remaining volumetric production payment (VPP) transactions. All of the acquired interests will be conveyed in the divestiture and the company will no longer have any future obligations related to this VPP. After the repurchase of this VPP, the company expects net cash proceeds from this disposition to be nominal.
In the 2016 third quarter, Chesapeake purchased additional working interests in certain of its operated properties in its Haynesville Shale operating area for approximately $85 million, adding approximately 72,500 net acres to its net acreage position and approximately 55 million cubic feet (mmcf) per day of net natural gas production.
The company continues to focus on select asset divestitures and is currently planning to sell additional properties by year-end 2016, including a portion of its Haynesville Shale properties.
Midstream Update
In addition to the gas gathering agreement termination with Williams in the Barnett Shale, Chesapeake renegotiated its existing cost-of-service gas gathering agreement with Williams in the Mid-Continent operating area to a fixed-fee arrangement in exchange for a $66 million payment in the 2016 third quarter. This new agreement became effective July 1, 2016.
The company also accelerated the value of a long-term natural gas supply contract in the 2016 third quarter by selling rights under a long-term gas supply agreement for $146 million in cash proceeds. In connection with this sale, the company reversed a $280 million derivative asset which was reflected as an unrealized hedging loss during the current quarter.
In October 2016, Chesapeake announced that it signed a letter of intent to restructure its natural gas gathering and service agreement in its Powder River Basin operating area with Williams and Crestwood Equity Partners L.P. (NYSE: CEQP). The restructured services are expected to replace the current cost-of-service arrangement and improve economics which support increased development across an expanded area of dedication in the region. Subject to board approvals from all three companies of the definitive agreement, the restructured services are to become effective January 1, 2017, for a 20-year term.
Operations Update
Chesapeake's average daily production for the 2016 third quarter was approximately 638,100 boe and is further detailed in the table below. For the 2016 fourth quarter, the company expects its average daily production to range between 550,000 and 570,000 boe (including approximately one month of production from the Barnett Shale assets). With average daily oil production of approximately 91,000 barrels per day for the month of October 2016, the company expects its average daily oil production to range between 90,000 and 95,000 barrels per day for the 2016 fourth quarter.
Chesapeake currently expects its exit rate production to grow significantly over the next two years. The company is currently projecting an exit-to-exit increase in total production from the fourth quarter of 2016 to the fourth quarter of 2017 of approximately 7%, adjusted for asset sales. More importantly, the company is projecting an exit-to-exit increase in its oil production from the fourth quarter of 2016 to the fourth quarter of 2017 of approximately 10%. For 2018, the company is currently projecting an increase in its total production from the fourth quarter of 2017 to the fourth quarter of 2018 of approximately 15%, primarily driven by an exit-to-exit increase in its oil production from the fourth quarter of 2017 to the fourth quarter of 2018 of approximately 20%. Chesapeake's projected growth rates are preliminary and its flexible capital expenditure program will be adjusted based on prevailing market conditions and are subject to final capital allocation decisions for 2017 and 2018.
2016 |
2016 |
2015 | ||||
Operating area net production (mboe/day) |
Q3 |
Q2 |
Q3 | |||
Eagle Ford |
101 |
92 |
108 |
|||
Haynesville |
139 |
126 |
106 |
|||
Marcellus |
134 |
134 |
135 |
|||
Utica |
127 |
137 |
106 |
|||
Mid-Continent |
55 |
78 |
118 |
|||
Powder River Basin |
14 |
16 |
21 |
|||
Barnett |
59 |
65 |
63 |
|||
Other |
9 |
9 |
10 |
|||
Total production |
638 |
657 |
667 |
Chesapeake is currently utilizing 11 drilling rigs across its operating areas, three of which are located in the Eagle Ford Shale, three in the Haynesville Shale, three in the Mid-Continent area and two rigs in the Utica Shale. Chesapeake plans to utilize its existing rigs through year-end and plans to drill 50 to 60 wells and place approximately 100 to 110 wells on production in the 2016 fourth quarter.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2016 third quarter as compared to results in prior periods.
Three Months Ended | |||||||||||||||||||||||
09/30/16 |
06/30/16 |
09/30/15 | |||||||||||||||||||||
Oil equivalent production (in mmboe) |
59 |
60 |
61 |
||||||||||||||||||||
Oil production (in mmbbls) |
8 |
8 |
11 |
||||||||||||||||||||
Average realized oil price ($/bbl)(a) |
45.24 |
44.31 |
66.04 |
||||||||||||||||||||
Natural gas production (in bcf) |
268 |
269 |
263 |
||||||||||||||||||||
Average realized natural gas price ($/mcf)(a) |
2.13 |
1.97 |
2.51 |
||||||||||||||||||||
NGL production (in mmbbls) |
6 |
7 |
7 |
||||||||||||||||||||
Average realized NGL price ($/bbl)(a) |
13.70 |
12.88 |
10.90 |
||||||||||||||||||||
Production expenses ($/boe) |
(2.80) |
(3.05) |
(4.09) |
||||||||||||||||||||
Gathering, processing and transportation expenses ($/boe) |
(8.07) |
(8.04) |
(7.88) |
||||||||||||||||||||
Oil - ($/bbl) |
(3.67) |
(3.64) |
(3.35) |
||||||||||||||||||||
Natural Gas - ($/mcf) |
(1.47) |
(1.48) |
(1.49) |
||||||||||||||||||||
NGL - ($/bbl) |
(8.13) |
(7.61) |
(8.03) |
||||||||||||||||||||
Production taxes ($/boe) |
(0.29) |
(0.32) |
(0.42) |
||||||||||||||||||||
General and administrative expenses ($/boe)(b) |
(0.90) |
(0.86) |
(0.64) |
||||||||||||||||||||
Stock-based compensation ($/boe) |
(0.18) |
(0.16) |
(0.15) |
||||||||||||||||||||
DD&A of oil and natural gas properties ($/boe) |
(4.35) |
(4.43) |
(7.95) |
||||||||||||||||||||
DD&A of other assets ($/boe) |
(0.42) |
(0.48) |
(0.51) |
||||||||||||||||||||
Interest expenses ($/boe)(a) |
(1.20) |
(1.00) |
(1.41) |
||||||||||||||||||||
Marketing, gathering and compression net margin ($ in millions)(c) |
(162) |
(25) |
58 |
||||||||||||||||||||
Operating cash flow ($ in millions)(d) |
209 |
176 |
476 |
||||||||||||||||||||
Operating cash flow ($/boe) |
3.56 |
2.94 |
7.76 |
||||||||||||||||||||
Adjusted ebitda ($ in millions)(e) |
421 |
252 |
560 |
||||||||||||||||||||
Adjusted ebitda ($/boe) |
7.17 |
4.21 |
9.12 |
||||||||||||||||||||
Net loss available to common stockholders ($ in millions) |
(1,197) |
(1,792) |
(4,695) |
||||||||||||||||||||
Loss per share – diluted ($) |
(1.54) |
(2.48) |
(7.08) |
||||||||||||||||||||
Adjusted net income (loss) available to common stockholders ($ in millions)(f) |
27 |
(145) |
(83) |
||||||||||||||||||||
Adjusted income (loss) per share ($)(g) |
0.09 |
(0.14) |
(0.06) |
||||||||||||||||||||
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. | ||||||||||||||||||||||
(b) |
Excludes expenses associated with stock-based compensation and restructuring and other termination costs. | ||||||||||||||||||||||
(c) |
Includes revenue, operating expenses and unrealized gains (losses) on supply contract derivatives, but excludes depreciation and amortization of other assets. For the three months ended September 30, 2016, June 30, 2016 and September 30, 2015, unrealized gains (losses) were ($280 million), ($37 million) and $70 million, respectively. Additionally, the three months ended September 30, 2016 includes $146 million of proceeds related to the sale of the supply contract. | ||||||||||||||||||||||
(d) |
Defined as cash flow provided by operating activities before changes in assets and liabilities. | ||||||||||||||||||||||
(e) |
Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 18. | ||||||||||||||||||||||
(f) |
Defined as net income available to common stockholders, as adjusted to remove the effects of certain items detailed on page 12. | ||||||||||||||||||||||
(g) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
2016 Third Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Thursday, November 3, 2016, at 9:00 am EDT. The telephone number to access the conference call is 913-312-6668 or toll-free 888-609-5667. The passcode for the call is 2510197. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 2510197. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms or at all; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; a further downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges of our spin-off of Seventy Seven Energy Inc. (SSE) in connection with SSE's recently completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock and preferred stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
($ in millions, except per share data) | ||||||||
(unaudited) | ||||||||
Three Months Ended | ||||||||
2016 |
2015 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
1,177 |
$ |
1,363 |
||||
Marketing, gathering and compression |
1,099 |
2,013 |
||||||
Total Revenues |
2,276 |
3,376 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
164 |
251 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
473 |
483 |
||||||
Production taxes |
17 |
25 |
||||||
Marketing, gathering and compression |
1,261 |
1,955 |
||||||
General and administrative |
63 |
49 |
||||||
Restructuring and other termination costs |
— |
53 |
||||||
Provision for legal contingencies |
8 |
— |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
255 |
488 |
||||||
Depreciation and amortization of other assets |
25 |
31 |
||||||
Impairment of oil and natural gas properties |
433 |
5,416 |
||||||
Impairments of fixed assets and other |
751 |
79 |
||||||
Net gains on sales of fixed assets |
— |
(1) |
||||||
Total Operating Expenses |
3,450 |
8,829 |
||||||
LOSS FROM OPERATIONS |
(1,174) |
(5,453) |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(73) |
(88) |
||||||
Losses on investments |
(1) |
(33) |
||||||
Gains on purchases or exchanges of debt |
87 |
— |
||||||
Other income (expense) |
7 |
(2) |
||||||
Total Other Income (Expense) |
20 |
(123) |
||||||
LOSS BEFORE INCOME TAXES |
(1,154) |
(5,576) |
||||||
INCOME TAX BENEFIT: |
||||||||
Current income taxes |
— |
— |
||||||
Deferred income taxes |
— |
(937) |
||||||
Total Income Tax Benefit |
— |
(937) |
||||||
NET LOSS |
(1,154) |
(4,639) |
||||||
Net income attributable to noncontrolling interests |
(1) |
(13) |
||||||
NET LOSS ATTRIBUTABLE TO CHESAPEAKE |
(1,155) |
(4,652) |
||||||
Preferred stock dividends |
(42) |
(43) |
||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(1,197) |
$ |
(4,695) |
||||
LOSS PER COMMON SHARE: |
||||||||
Basic |
$ |
(1.54) |
$ |
(7.08) |
||||
Diluted |
$ |
(1.54) |
$ |
(7.08) |
||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||
Basic |
777 |
663 |
||||||
Diluted |
777 |
663 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
($ in millions, except per share data) | ||||||||
(unaudited) | ||||||||
Nine Months Ended | ||||||||
2016 |
2015 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
2,610 |
$ |
4,122 |
||||
Marketing, gathering and compression |
3,241 |
5,993 |
||||||
Total Revenues |
5,851 |
10,115 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
552 |
826 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
1,436 |
1,429 |
||||||
Production taxes |
54 |
87 |
||||||
Marketing, gathering and compression |
3,410 |
5,751 |
||||||
General and administrative |
172 |
174 |
||||||
Restructuring and other termination costs |
3 |
39 |
||||||
Provision for legal contingencies |
112 |
359 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
791 |
1,773 |
||||||
Depreciation and amortization of other assets |
83 |
100 |
||||||
Impairment of oil and natural gas properties |
2,331 |
15,407 |
||||||
Impairments of fixed assets and other |
795 |
167 |
||||||
Net (gains) losses on sales of fixed assets |
(5) |
3 |
||||||
Total Operating Expenses |
9,734 |
26,115 |
||||||
LOSS FROM OPERATIONS |
(3,883) |
(16,000) |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(197) |
(210) |
||||||
Losses on investments |
(3) |
(57) |
||||||
Loss on sale of investment |
(10) |
— |
||||||
Gains on purchases or exchanges of debt |
255 |
— |
||||||
Other income |
13 |
3 |
||||||
Total Other Income (Expense) |
58 |
(264) |
||||||
LOSS BEFORE INCOME TAXES |
(3,825) |
(16,264) |
||||||
INCOME TAX BENEFIT: |
||||||||
Current income taxes |
— |
(6) |
||||||
Deferred income taxes |
— |
(3,808) |
||||||
Total Income Tax Benefit |
— |
(3,814) |
||||||
NET LOSS |
(3,825) |
(12,450) |
||||||
Net income attributable to noncontrolling interests |
(1) |
(50) |
||||||
NET LOSS ATTRIBUTABLE TO CHESAPEAKE |
(3,826) |
(12,500) |
||||||
Preferred stock dividends |
(127) |
(128) |
||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(3,953) |
$ |
(12,628) |
||||
LOSS PER COMMON SHARE: |
||||||||
Basic |
$ |
(5.47) |
$ |
(19.07) |
||||
Diluted |
$ |
(5.47) |
$ |
(19.07) |
||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||
Basic |
722 |
662 |
||||||
Diluted |
722 |
662 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
September 30, 2016 |
December 31, 2015 | |||||||
Cash and cash equivalents |
$ |
4 |
$ |
825 |
||||
Other current assets |
1,063 |
1,655 |
||||||
Total Current Assets |
1,067 |
2,480 |
||||||
Property and equipment, (net) |
11,051 |
14,298 |
||||||
Other assets |
405 |
536 |
||||||
Total Assets |
$ |
12,523 |
$ |
17,314 |
||||
Current liabilities |
$ |
3,606 |
$ |
3,685 |
||||
Long-term debt, net |
9,022 |
10,311 |
||||||
Other long-term liabilities |
827 |
921 |
||||||
Total Liabilities |
13,455 |
14,917 |
||||||
Preferred stock |
3,036 |
3,062 |
||||||
Noncontrolling interests |
259 |
259 |
||||||
Common stock and other stockholders' equity |
(4,227) |
(924) |
||||||
Total Equity |
(932) |
2,397 |
||||||
Total Liabilities and Equity |
$ |
12,523 |
$ |
17,314 |
||||
Common shares outstanding (in millions) |
776 |
663 |
||||||
Principal amount of debt outstanding |
$ |
8,717 |
$ |
9,706 |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||||
SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE | ||||||||||||||||||
(unaudited) | ||||||||||||||||||
Three Months Ended |
Nine Months Ended | |||||||||||||||||
2016 |
2015 |
2016 |
2015 | |||||||||||||||
Net Production: |
||||||||||||||||||
Oil (mmbbl) |
8 |
11 |
25 |
32 |
||||||||||||||
Natural gas (bcf) |
268 |
263 |
814 |
802 |
||||||||||||||
NGL (mmbbl) |
6 |
7 |
19 |
21 |
||||||||||||||
Oil equivalent (mmboe) |
59 |
61 |
180 |
187 |
||||||||||||||
Oil, natural gas and NGL Sales ($ in millions): |
||||||||||||||||||
Oil sales |
$ |
342 |
$ |
469 |
$ |
952 |
$ |
1,549 |
||||||||||
Oil derivatives – realized gains (losses)(a) |
18 |
224 |
102 |
641 |
||||||||||||||
Oil derivatives – unrealized gains (losses)(a) |
23 |
(100) |
(217) |
(444) |
||||||||||||||
Total Oil Sales |
383 |
593 |
837 |
1,746 |
||||||||||||||
Natural gas sales |
622 |
590 |
1,545 |
1,937 |
||||||||||||||
Natural gas derivatives – realized gains (losses)(a) |
(50) |
70 |
192 |
341 |
||||||||||||||
Natural gas derivatives – unrealized gains (losses)(a) |
131 |
33 |
(204) |
(198) |
||||||||||||||
Total Natural Gas Sales |
703 |
693 |
1,533 |
2,080 |
||||||||||||||
NGL sales |
84 |
77 |
247 |
296 |
||||||||||||||
NGL derivatives – realized gains (losses)(a) |
(2) |
— |
(5) |
— |
||||||||||||||
NGL derivatives – unrealized gains (losses)(a) |
9 |
— |
(2) |
— |
||||||||||||||
Total NGL Sales |
91 |
77 |
240 |
296 |
||||||||||||||
Total Oil, Natural Gas and NGL Sales |
$ |
1,177 |
$ |
1,363 |
$ |
2,610 |
$ |
4,122 |
||||||||||
Average Sales Price – excluding gains (losses) on derivatives: |
||||||||||||||||||
Oil ($ per bbl) |
$ |
42.94 |
$ |
44.60 |
$ |
38.21 |
$ |
47.90 |
||||||||||
Natural gas ($ per mcf) |
$ |
2.32 |
$ |
2.25 |
$ |
1.90 |
$ |
2.41 |
||||||||||
NGL ($ per bbl) |
$ |
13.93 |
$ |
10.90 |
$ |
12.90 |
$ |
14.06 |
||||||||||
Oil equivalent ($ per boe) |
$ |
17.86 |
$ |
18.52 |
$ |
15.27 |
$ |
20.21 |
||||||||||
Average Sales Price –including realized gains (losses) on derivatives: |
||||||||||||||||||
Oil ($ per bbl) |
$ |
45.24 |
$ |
66.04 |
$ |
42.31 |
$ |
67.73 |
||||||||||
Natural gas ($ per mcf) |
$ |
2.13 |
$ |
2.51 |
$ |
2.13 |
$ |
2.84 |
||||||||||
NGL ($ per bbl) |
$ |
13.70 |
$ |
10.90 |
$ |
12.66 |
$ |
14.06 |
||||||||||
Oil equivalent ($ per boe) |
$ |
17.30 |
$ |
23.33 |
$ |
16.88 |
$ |
25.47 |
||||||||||
Interest Expense ($ in millions): |
||||||||||||||||||
Interest(b) |
$ |
74 |
$ |
88 |
$ |
199 |
$ |
222 |
||||||||||
Interest rate derivatives – realized (gains) losses(c) |
(3) |
(2) |
(9) |
(4) |
||||||||||||||
Interest rate derivatives – unrealized (gains) losses(c) |
2 |
2 |
7 |
(8) |
||||||||||||||
Total Interest Expense |
$ |
73 |
$ |
88 |
$ |
197 |
$ |
210 |
||||||||||
(a) |
Realized gains and losses include the following items: (i) settlements of nondesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains and losses include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. | |||||||||||||||||
(b) |
Net of amounts capitalized. | |||||||||||||||||
(c) |
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||||||||||||||||
($ in millions) | ||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||||||||||||||||
Beginning cash |
$ |
4 |
$ |
2,051 |
||||||||||||||||||
Net cash provided by operating activities |
376 |
318 |
||||||||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||||
Drilling and completion costs(a) |
(339) |
(528) |
||||||||||||||||||||
Acquisitions of proved and unproved properties(b) |
(157) |
(141) |
||||||||||||||||||||
Proceeds from divestitures of proved and unproved properties |
24 |
174 |
||||||||||||||||||||
Additions to other property and equipment(c) |
(7) |
(21) |
||||||||||||||||||||
Proceeds from sales of other property and equipment |
— |
73 |
||||||||||||||||||||
Decrease in restricted cash |
— |
52 |
||||||||||||||||||||
Other |
(1) |
(2) |
||||||||||||||||||||
Net cash used in investing activities |
(480) |
(393) |
||||||||||||||||||||
Net cash provided by (used in) financing activities |
104 |
(217) |
||||||||||||||||||||
Change in cash and cash equivalents |
— |
(292) |
||||||||||||||||||||
Ending cash |
$ |
4 |
$ |
1,759 |
||||||||||||||||||
(a) |
Includes capitalized interest of $1 million and $3 million for the three months ended September 30, 2016 and 2015, respectively. | |||||||||||||||||||||
(b) |
Includes capitalized interest of $56 million and $93 million for the three months ended September 30, 2016 and 2015, respectively. | |||||||||||||||||||||
(c) |
Includes capitalized interest of a nominal amount and $1 million for the three months ended September 30, 2016 and 2015, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||||||||||||||||
($ in millions) | ||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||
NINE MONTHS ENDED: |
September 30, |
September 30, 2015 | ||||||||||||||||||||
Beginning cash |
$ |
825 |
$ |
4,108 |
||||||||||||||||||
Net cash provided by operating activities |
50 |
1,055 |
||||||||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||||
Drilling and completion costs(a) |
(948) |
(2,696) |
||||||||||||||||||||
Acquisitions of proved and unproved properties(b) |
(583) |
(407) |
||||||||||||||||||||
Proceeds from divestitures of proved and unproved properties |
988 |
188 |
||||||||||||||||||||
Additions to other property and equipment(c) |
(32) |
(114) |
||||||||||||||||||||
Proceeds from sales of other property and equipment |
70 |
80 |
||||||||||||||||||||
Cash paid for title defects |
(69) |
— |
||||||||||||||||||||
Additions to investments |
— |
(1) |
||||||||||||||||||||
Decrease in restricted cash |
— |
52 |
||||||||||||||||||||
Other |
(5) |
(7) |
||||||||||||||||||||
Net cash used in investing activities |
(579) |
(2,905) |
||||||||||||||||||||
Net cash used in financing activities |
(292) |
(499) |
||||||||||||||||||||
Change in cash and cash equivalents |
(821) |
(2,349) |
||||||||||||||||||||
Ending cash |
$ |
4 |
$ |
1,759 |
||||||||||||||||||
(a) |
Includes capitalized interest of $5 million and $21 million for the nine months ended September 30, 2016 and 2015, respectively. | |||||||||||||||||||||
(b) |
Includes capitalized interest of $179 million and $305 million for the nine months ended September 30, 2016 and 2015, respectively. | |||||||||||||||||||||
(c) |
Includes capitalized interest of $1 million and $3 million for the nine months ended September 30, 2016 and 2015, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||||||||||||||||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||||||||||||||||||||||||||||||||
(in millions, except per share data) | ||||||||||||||||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||||||||||
THREE MONTHS ENDED: |
September 30, 2016 | |||||||||||||||||||||||||||||||||||||
$ |
Shares(a) |
$/Share(c) (d) | ||||||||||||||||||||||||||||||||||||
Net loss available to common stockholders |
$ |
(1,197) |
777 |
$ |
(1.54) | |||||||||||||||||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||||||||||||||||
Unrealized gains on commodity derivatives |
(163) |
(0.21) | ||||||||||||||||||||||||||||||||||||
Unrealized losses on supply contract derivatives |
280 |
0.36 | ||||||||||||||||||||||||||||||||||||
Provision for legal contingencies |
8 |
0.01 | ||||||||||||||||||||||||||||||||||||
Impairment of oil and natural gas properties |
433 |
0.56 | ||||||||||||||||||||||||||||||||||||
Impairments of fixed assets and other |
751 |
0.97 | ||||||||||||||||||||||||||||||||||||
Gains on purchases or exchanges of debt |
(87) |
(0.11) | ||||||||||||||||||||||||||||||||||||
Other |
2 |
— | ||||||||||||||||||||||||||||||||||||
Tax effect of above items(b) |
— |
— | ||||||||||||||||||||||||||||||||||||
Adjusted net income available to common stockholders(c) (Non-GAAP) |
27 |
0.04 | ||||||||||||||||||||||||||||||||||||
Preferred stock dividends |
42 |
0.05 | ||||||||||||||||||||||||||||||||||||
Total adjusted net income attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
69 |
$ |
0.09 | ||||||||||||||||||||||||||||||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 113 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |||||||||||||||||||||||||||||||||||||
(b) |
Our effective tax rate in the three months ended September 30, 2016 was 0%; thus, there is no tax effect on the reconciling adjustments. | |||||||||||||||||||||||||||||||||||||
(c) |
Adjusted net income and adjusted earnings per common share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |||||||||||||||||||||||||||||||||||||
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |||||||||||||||||||||||||||||||||||||
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |||||||||||||||||||||||||||||||||||||
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |||||||||||||||||||||||||||||||||||||
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | |||||||||||||||
(in millions, except per share data) | |||||||||||||||
(unaudited) | |||||||||||||||
THREE MONTHS ENDED: |
September 30, 2015 | ||||||||||||||
$ |
Shares(a) |
$/Share(c) (d) | |||||||||||||
Net loss available to common stockholders |
$ |
(4,695) |
663 |
$ |
(7.08) |
||||||||||
Adjustments: |
|||||||||||||||
Unrealized losses on commodity derivatives |
67 |
0.10 |
|||||||||||||
Unrealized gains on supply contract derivatives |
(70) |
(0.10) |
|||||||||||||
Restructuring and other termination costs |
53 |
0.08 |
|||||||||||||
Impairment of oil and natural gas properties |
5,416 |
8.17 |
|||||||||||||
Impairments of fixed assets and other |
79 |
0.12 |
|||||||||||||
Net gains on sales of fixed assets |
(1) |
— |
|||||||||||||
Tax effect of above items(b) |
(932) |
(1.41) |
|||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) |
(83) |
(0.12) |
|||||||||||||
Preferred stock dividends |
43 |
0.06 |
|||||||||||||
Total adjusted net loss attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
(40) |
$ |
(0.06) |
|||||||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 113 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | ||||||||||||||
(b) |
Our effective tax rate in the three months ended September 30, 2015 was 16.8%. | ||||||||||||||
(c) |
Adjusted net income and adjusted earnings per common share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | ||||||||||||||
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | ||||||||||||||
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | ||||||||||||||
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | ||||||||||||||
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | |||||||||||||||||||||||
(in millions, except per share data) | |||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||
NINE MONTHS ENDED: |
September 30, 2016 | ||||||||||||||||||||||
$ |
Shares(a) |
$/Share(c) (d) | |||||||||||||||||||||
Net loss available to common stockholders |
$ |
(3,953) |
722 |
$ |
(5.47) |
||||||||||||||||||
Adjustments: |
|||||||||||||||||||||||
Unrealized losses on commodity derivatives |
423 |
0.58 |
|||||||||||||||||||||
Unrealized losses on supply contract derivatives |
297 |
0.41 |
|||||||||||||||||||||
Restructuring and other termination costs |
3 |
— |
|||||||||||||||||||||
Provision for legal contingencies |
112 |
0.16 |
|||||||||||||||||||||
Impairment of oil and natural gas properties |
2,331 |
3.23 |
|||||||||||||||||||||
Impairments of fixed assets and other |
795 |
1.10 |
|||||||||||||||||||||
Net gains on sales of fixed assets |
(5) |
(0.01) |
|||||||||||||||||||||
Loss on sale of investment |
10 |
0.01 |
|||||||||||||||||||||
Gains on purchases or exchanges of debt |
(255) |
(0.35) |
|||||||||||||||||||||
Tax rate adjustment |
— |
— |
|||||||||||||||||||||
Other |
8 |
0.01 |
|||||||||||||||||||||
Tax effect of above items(b) |
— |
— |
|||||||||||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) |
(234) |
(0.33) |
|||||||||||||||||||||
Preferred stock dividends |
127 |
0.18 |
|||||||||||||||||||||
Total adjusted net loss attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
(107) |
$ |
(0.15) |
|||||||||||||||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 113 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | ||||||||||||||||||||||
(b) |
Our effective tax rate in the nine months ended September 30, 2016 was 0%; thus, there is no tax effect on the reconciling adjustments. | ||||||||||||||||||||||
(c) |
Adjusted net income and adjusted earnings per share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | ||||||||||||||||||||||
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | ||||||||||||||||||||||
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | ||||||||||||||||||||||
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | ||||||||||||||||||||||
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION |
|||||||||||||||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS |
|||||||||||||||||||||||
(in millions, except per share data) |
|||||||||||||||||||||||
(unaudited) |
|||||||||||||||||||||||
NINE MONTHS ENDED: |
September 30, 2015 | ||||||||||||||||||||||
$ |
Shares(a) |
$/Share(c) (d) | |||||||||||||||||||||
Net loss available to common stockholders |
$ |
(12,628) |
662 |
$ |
(19.07) |
||||||||||||||||||
Adjustments: |
|||||||||||||||||||||||
Unrealized losses on commodity derivatives |
642 |
0.97 | |||||||||||||||||||||
Unrealized gains on supply contract derivatives |
(290) |
(0.44) | |||||||||||||||||||||
Restructuring and other termination costs |
39 |
0.06 | |||||||||||||||||||||
Provision for legal contingencies |
359 |
0.54 | |||||||||||||||||||||
Impairment of oil and natural gas properties |
15,407 |
23.27 | |||||||||||||||||||||
Impairments of fixed assets and other |
167 |
0.25 | |||||||||||||||||||||
Net losses on sales of fixed assets |
3 |
— | |||||||||||||||||||||
Tax rate adjustment |
(17) |
(0.02) | |||||||||||||||||||||
Other |
(17) |
(0.02) | |||||||||||||||||||||
Tax effect of above items(b) |
(3,827) |
(5.78) | |||||||||||||||||||||
Adjusted net loss available to common stockholders(c) (Non-GAAP) |
(162) |
(0.24) | |||||||||||||||||||||
Preferred stock dividends |
128 |
0.19 | |||||||||||||||||||||
Total adjusted net loss attributable to Chesapeake(c) (d) (Non-GAAP) |
$ |
(34) |
(0.05) | ||||||||||||||||||||
(a) |
Weighted average common and common equivalent shares outstanding do not include 115 million shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | ||||||||||||||||||||||
(b) |
Our effective tax rate in the nine months ended September 30, 2015 was 23.5%. | ||||||||||||||||||||||
(c) |
Adjusted net income and adjusted earnings per common share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | ||||||||||||||||||||||
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | ||||||||||||||||||||||
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | ||||||||||||||||||||||
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | ||||||||||||||||||||||
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
September 30, 2016 |
September 30, 2015 | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
376 |
$ |
318 |
||||
Changes in assets and liabilities |
(167) |
158 |
||||||
OPERATING CASH FLOW(a) |
$ |
209 |
$ |
476 |
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||
NET LOSS |
$ |
(1,154) |
$ |
(4,639) |
||||
Interest expense |
73 |
88 |
||||||
Income tax benefit |
— |
(937) |
||||||
Depreciation and amortization of other assets |
25 |
31 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
255 |
488 |
||||||
EBITDA(b) |
$ |
(801) |
$ |
(4,969) |
THREE MONTHS ENDED: |
September 30, |
September 30, | |||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
376 |
$ |
318 |
|||||||||
Changes in assets and liabilities |
(167) |
158 |
|||||||||||
Interest expense, net of unrealized gains (losses) on derivatives |
71 |
86 |
|||||||||||
Gains on commodity derivatives, net |
129 |
227 |
|||||||||||
Gains (losses) on supply contract derivatives, net |
(134) |
70 |
|||||||||||
Cash receipts on commodity and supply contract derivative settlements, net |
(101) |
(223) |
|||||||||||
Amendment of natural gas gathering contract |
66 |
— |
|||||||||||
Stock-based compensation |
(15) |
(18) |
|||||||||||
Restructuring and other termination costs |
1 |
(53) |
|||||||||||
Provision for legal contingencies |
27 |
— |
|||||||||||
Impairment of oil and natural gas properties |
(433) |
(5,416) |
|||||||||||
Impairments of fixed assets and other |
(751) |
(79) |
|||||||||||
Net gains on sales of fixed assets |
— |
1 |
|||||||||||
Investment activity |
(1) |
(33) |
|||||||||||
Gains on purchases or exchanges of debt |
87 |
— |
|||||||||||
Other items |
44 |
(7) |
|||||||||||
EBITDA(b) |
$ |
(801) |
$ |
(4,969) |
|||||||||
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. | ||||||||||||
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
NINE MONTHS ENDED: |
September 30, |
September 30, | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
50 |
$ |
1,055 |
||||
Changes in assets and liabilities |
598 |
877 |
||||||
OPERATING CASH FLOW(a) |
$ |
648 |
$ |
1,932 |
NINE MONTHS ENDED: |
September 30, |
September 30, | ||||||
NET LOSS |
$ |
(3,825) |
$ |
(12,450) |
||||
Interest expense |
197 |
210 |
||||||
Income tax benefit |
— |
(3,814) |
||||||
Depreciation and amortization of other assets |
83 |
100 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
791 |
1,773 |
||||||
EBITDA(b) |
$ |
(2,754) |
$ |
(14,181) |
NINE MONTHS ENDED: |
September 30, |
September 30, | |||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
50 |
$ |
1,055 |
|||||||||
Changes in assets and liabilities |
598 |
877 |
|||||||||||
Interest expense, net of unrealized gains (losses) on derivatives |
190 |
218 |
|||||||||||
Gains (losses) on commodity derivatives, net |
(134) |
340 |
|||||||||||
Gains (losses) on supply contract derivatives, net |
(151) |
290 |
|||||||||||
Cash receipts on commodity and supply contract derivative settlements, net |
(487) |
(859) |
|||||||||||
Amendment of natural gas gathering contract |
66 |
— |
|||||||||||
Stock-based compensation |
(40) |
(61) |
|||||||||||
Restructuring and other termination costs |
(1) |
(39) |
|||||||||||
Provision for legal contingencies |
(77) |
(359) |
|||||||||||
Impairment of oil and natural gas properties |
(2,331) |
(15,407) |
|||||||||||
Impairments of fixed assets and other |
(785) |
(159) |
|||||||||||
Net gains (losses) on sales of fixed assets |
5 |
(3) |
|||||||||||
Investment activity |
(13) |
(57) |
|||||||||||
Gains on purchases or exchanges of debt |
255 |
— |
|||||||||||
Other items |
101 |
(17) |
|||||||||||
EBITDA(b) |
$ |
(2,754) |
$ |
(14,181) |
|||||||||
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. | ||||||||||||
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
September 30, |
September 30, | ||||||
EBITDA |
$ |
(801) |
$ |
(4,969) |
||||
Adjustments: |
||||||||
Unrealized (gains) losses on commodity derivatives |
(163) |
67 |
||||||
Unrealized (gains) losses on supply contract derivatives |
280 |
(70) |
||||||
Restructuring and other termination costs |
— |
53 |
||||||
Provision for legal contingencies |
8 |
— |
||||||
Impairment of oil and natural gas properties |
433 |
5,416 |
||||||
Impairments of fixed assets and other |
751 |
79 |
||||||
Net gains on sales of fixed assets |
— |
(1) |
||||||
Gains on purchases or exchanges of debt |
(87) |
— |
||||||
Net income attributable to noncontrolling interests |
(1) |
(13) |
||||||
Other |
1 |
(2) |
||||||
Adjusted EBITDA(a) |
$ |
421 |
$ |
560 |
CHESAPEAKE ENERGY CORPORATION | |||||||||||||
RECONCILIATION OF ADJUSTED EBITDA | |||||||||||||
($ in millions) | |||||||||||||
(unaudited) | |||||||||||||
NINE MONTHS ENDED: |
September 30, |
September 30, | |||||||||||
EBITDA |
$ |
(2,754) |
$ |
(14,181) |
|||||||||
Adjustments: |
|||||||||||||
Unrealized losses on commodity derivatives |
423 |
642 |
|||||||||||
Unrealized (gains) losses on supply contract derivatives |
297 |
(290) |
|||||||||||
Restructuring and other termination costs |
3 |
39 |
|||||||||||
Provision for legal contingencies |
112 |
359 |
|||||||||||
Impairment of oil and natural gas properties |
2,331 |
15,407 |
|||||||||||
Impairments of fixed assets and other |
795 |
167 |
|||||||||||
Net (gains) losses on sales of fixed assets |
(5) |
3 |
|||||||||||
Loss on sale of investment |
10 |
— |
|||||||||||
Gains on purchases or exchanges of debt |
(255) |
— |
|||||||||||
Net income attributable to noncontrolling interests |
(1) |
(50) |
|||||||||||
Other |
(1) |
(9) |
|||||||||||
Adjusted EBITDA(a) |
$ |
955 |
$ |
2,087 |
|||||||||
(a) |
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to ebitda because: | ||||||||||||
(i) |
Management uses adjusted ebitda to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | ||||||||||||
(ii) |
Adjusted ebitda is more comparable to estimates provided by securities analysts. | ||||||||||||
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | ||||||||||||
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF PV-9 AND PV-10 TO STANDARDIZED MEASURE
($ in millions)
(unaudited)
PV-9 is a non-GAAP metric used in the determination of the value of collateral under Chesapeake's credit facility. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax and asset retirement obligations. The following table shows the reconciliation of PV-9 and PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure, for the year ended December 31, 2015 and for the interim period ended September 30, 2016. Management believes that PV-9 provides useful information to investors regarding the company's collateral position and that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, management believes the use of a pre-tax measure is valuable for evaluating the company. Neither PV-9 nor PV-10 should be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP. With respect to PV-9 and PV-10 calculated as of an interim date, it is not practical to calculate taxes for the related interim period because GAAP does not provide for disclosure of standardized measure on an interim basis.
PV-9 – September 30, 2016 @ NYMEX Strip |
$ |
11,847 |
|
Less: Change in discount factor from 9 to 10 |
(743) |
||
PV-10 – September 30, 2016 @ NYMEX Strip |
11,104 |
||
Less: Change in pricing assumption from NYMEX Strip to SEC |
(7,284) |
||
PV-10 – September 30, 2016 @ SEC |
3,820 |
||
Plus: Change in PV-10 from 12/31/15 to 9/30/16 |
908 |
||
PV-10 – December 31, 2015 @ SEC |
4,728 |
||
Less: Present value of future income tax discounted at 10% |
(34) |
||
Standardized measure of discounted future cash flows – December 31, 2015 |
$ |
4,694 |
CHESAPEAKE ENERGY CORPORATION
MANAGEMENT'S OUTLOOK AS OF NOVEMBER 3, 2016
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. Changes from the company's August 9, 2016 Outlook are italicized bold below.
Year Ending | ||||||
Adjusted Production Growth(a) |
0% to 3% | |||||
Absolute Production |
||||||
Liquids - mmbbls |
56 - 60 | |||||
Oil - mmbbls |
33 - 35 | |||||
NGL - mmbbls |
23 - 25 | |||||
Natural gas - bcf |
1,020 - 1,040 | |||||
Total absolute production - mmboe |
226 - 233 | |||||
Absolute daily rate - mboe |
617 - 637 | |||||
Estimated Realized Hedging Effects(b) (based on 11/1/16 strip prices): |
||||||
Oil - $/bbl |
$3.13 | |||||
Natural gas - $/mcf |
$0.16 | |||||
NGL - $/bbl |
($0.33) | |||||
Estimated Basis to NYMEX Prices: |
||||||
Oil - $/bbl |
$2.55 - $2.65 | |||||
Natural gas - $/mcf |
$0.35 - $0.45 | |||||
NGL - $/bbl |
$4.80 - $5.00 | |||||
Operating Costs per Boe of Projected Production: |
||||||
Production expense |
$3.00 - $3.20 | |||||
Gathering, processing and transportation expenses |
$7.60 - $8.10 | |||||
Oil - $/bbl |
$3.75 - $3.95 | |||||
Natural Gas - $/mcf |
$1.40 - $1.50 | |||||
NGL - $/bbl |
$7.60 - $7.85 | |||||
Production taxes |
$0.35 - $0.45 | |||||
General and administrative(c) |
$0.80 - $0.90 | |||||
Stock-based compensation (noncash) |
$0.10 - $0.20 | |||||
DD&A of natural gas and liquids assets |
$3.50 - $4.50 | |||||
Depreciation of other assets |
$0.40 - $0.50 | |||||
Interest expense(d) |
$1.20 - $1.30 | |||||
Marketing, gathering and compression net margin(e) |
$90 - $100 | |||||
Book Tax Rate |
0% | |||||
Capital Expenditures ($ in millions)(f) |
$1,400 - $1,500 | |||||
Capitalized Interest ($ in millions) |
$250 | |||||
Total Capital Expenditures ($ in millions) |
$1,650 - $1,750 | |||||
(a) |
Based on 2015 production of 550 mboe per day, adjusted for 2015 and 2016 sales. | |||||
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. | |||||
(c) |
Excludes expenses associated with stock-based compensation. | |||||
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. | |||||
(e) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets and unrealized gains (losses) on supply contract derivatives. | |||||
(f) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. Excludes approximately $259 million for the repurchase of overriding royalty interests associated with the sale of certain of the company's properties and any additional proved property acquisitions. |
CHESAPEAKE ENERGY CORPORATION
MANAGEMENT'S PRELIMINARY OUTLOOK FOR 2017 AS OF NOVEMBER 3, 2016
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. Changes from the company's August 9, 2016 Outlook are italicized bold below.
Year Ending 12/31/2017 | ||||||
Adjusted Production Growth(a) |
(5%) to 0% | |||||
Absolute Production |
||||||
Liquids - mmbbls |
51 - 55 | |||||
Oil - mmbbls |
33 - 35 | |||||
NGL - mmbbls |
18 - 20 | |||||
Natural gas - bcf |
860 - 900 | |||||
Total absolute production - mmboe |
194 - 205 | |||||
Absolute daily rate - mboe |
532 - 562 | |||||
Operating Costs per Boe of Projected Production: |
||||||
Production expense, production taxes and general and administrative expenses(b) |
$4.00 - $4.50 | |||||
Gathering, processing and transportation expenses |
$7.00 - $7.50 | |||||
Oil - $/bbl |
$4.25 - $4.45 | |||||
Natural Gas - $/mcf |
$1.25 - $1.35 | |||||
NGL - $/bbl |
$8.10 - $8.30 | |||||
Marketing, gathering and compression net margin(c) |
($80) - ($60) | |||||
Capital Expenditures ($ in millions)(d) |
$1,600 - $2,400 | |||||
Capitalized Interest ($ in millions) |
$220 | |||||
Total Capital Expenditures ($ in millions) |
$1,820 - $2,620 | |||||
(a) |
Based on 2016 production of 548 mboe per day, adjusted for 2016 sales. | |||||
(b) |
Includes expenses associated with stock-based compensation. | |||||
(c) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets. | |||||
(d) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into commodity derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of November 1, 2016, the company had downside protection, through open swaps, on a portion of its remaining 2016 oil production at an average price of $46.84 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its remaining 2016 natural gas production at an average price of $2.86 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its remaining 2016 ethane and propane production at an average price of $0.17 per gallon and $0.46 per gallon, respectively. In addition, the company had downside protection, through open swaps, on a portion of its 2017 oil production at an average price of $49.68 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its 2017 natural gas production at an average price of $3.07 per mcf.
The company's crude oil hedging positions as of November 1, 2016 were as follows:
Open Crude Oil Swaps; Gains from Closed | |||||||||
Crude Oil Trades and Call Option Premiums | |||||||||
Open Swaps (mbbls) |
Avg. NYMEX Price of Open Swaps |
Total Gains from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q4 2016 (a) |
6,072 |
$ |
46.84 |
$ |
10 |
||||
Q1 2017 |
4,500 |
$ |
49.47 |
$ |
22 |
||||
Q2 2017 |
4,550 |
$ |
49.61 |
23 |
|||||
Q3 2017 |
4,232 |
$ |
49.77 |
23 |
|||||
Q4 2017 |
4,232 |
$ |
49.89 |
23 |
|||||
Total 2017 |
17,514 |
$ |
49.68 |
$ |
91 |
||||
Total 2018 – 2022 |
$ |
(13) |
|||||||
(a) |
Certain hedging arrangements include a sold option to extend at an average price of $53.67 per bbl covering 0.7 mmbbls in 2016. Sold options are included with net written call options. |
Crude Oil Net Written Call Options | ||||
Call Options (mbbls) |
Avg. NYMEX Strike Price | |||
Q4 2016 |
3,489 |
$ |
87.25 |
|
Q1 2017 |
1,305 |
$ |
83.50 |
|
Q2 2017 |
1,320 |
$ |
83.50 |
|
Q3 2017 |
1,334 |
$ |
83.50 |
|
Q4 2017 |
1,334 |
$ |
83.50 |
|
Total 2017 |
5,293 |
$ |
83.50 |
The company's natural gas hedging positions as of November 1, 2016 were as follows:
Open Natural Gas Swaps; Losses from Closed | |||||||||
Natural Gas Trades and Call Option Premiums | |||||||||
Open Swaps (bcf) |
Avg. NYMEX Price of Open Swaps |
Total Losses from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q4 2016 (a) |
155 |
$ |
2.85 |
$ |
(28) |
||||
Q1 2017 |
134 |
$ |
3.23 |
$ |
(3) |
||||
Q2 2017 |
135 |
$ |
2.95 |
(1) |
|||||
Q3 2017 |
136 |
$ |
3.00 |
(2) |
|||||
Q4 2017 |
129 |
$ |
3.10 |
(3) |
|||||
Total 2017 |
534 |
$ |
3.07 |
$ |
(9) |
||||
Total 2018 – 2022 |
51 |
$ |
2.97 |
$ |
(69) |
||||
(a) |
Certain hedging arrangements include a sold option to extend at an average price of $2.80 per mmbtu covering 26 bcf in 2016. Sold options are included with net written call options. |
Natural Gas Two-Way Collars | |||||||
Open Collars (bcf) |
Avg. NYMEX Bought Put Price |
Avg. NYMEX Sold Call Price | |||||
Q4 2016 |
15 |
$ |
3.00 |
$ |
3.48 |
||
Q1 2017 |
23 |
$ |
3.00 |
$ |
3.48 |
Natural Gas Net Written Call Options | ||||
Call Options (bcf) |
Avg. NYMEX Strike Price | |||
Q4 2016 |
46 |
$ |
5.27 |
|
Q1 2017 |
12 |
$ |
9.43 |
|
Q2 2017 |
12 |
$ |
9.43 |
|
Q3 2017 |
12 |
$ |
9.43 |
|
Q4 2017 |
12 |
$ |
9.43 |
|
Total 2017 |
48 |
$ |
9.43 |
|
Total 2018 – 2022 |
66 |
$ |
12.00 |
Natural Gas Basis Protection Swaps | ||||
Volume (bcf) |
Avg. NYMEX plus/(minus) | |||
Q4 2016 |
12 |
$ |
0.05 |
|
Q1 2017 |
13 |
$ |
0.35 |
|
Q2 2017 |
6 |
$ |
(0.46) |
|
Q3 2017 |
6 |
$ |
(0.46) |
|
Q4 2017 |
6 |
$ |
(0.46) |
|
Total 2017 |
31 |
$ |
(0.11) |
|
Total 2018 - 2022 |
1 |
$ |
(0.98) |
The company's natural gas liquids hedging positions as of November 1, 2016 were as follows:
Open Ethane Swaps | ||||
Volume (mmgal) |
Avg. NYMEX Price of Open Swaps | |||
Q4 2016 |
20 |
$ |
0.17 |
Open Propane Swaps | ||||
Volume (mmgal) |
Avg. NYMEX Price of Open Swaps | |||
Q4 2016 |
17 |
$ |
0.46 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Oct. 17, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today announced that it will host its 2016 Analyst Day on Thursday, October 20 at Chesapeake's corporate headquarters in Oklahoma City, Oklahoma. A live audio webcast of the event will begin at 10:00 am EDT and can be accessed by visiting the "Investors" section of the Chesapeake website at www.chk.com. A replay of the webcast will be available on the company's website for approximately 30 days. Additionally, the company plans to post related financial and operational data pertaining to the company to the "Investors" section of its website prior to the event.
In addition, Chesapeake has scheduled to release its 2016 third quarter financial results before market open on Thursday, November 3, 2016. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 913-312-6668 or toll-free 888-609-5667. The passcode for the call is 2510197. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 2510197. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
NEW YORK, Oct. 10, 2016 /PRNewswire/ -- Attorney Advertising -- Bronstein, Gewirtz & Grossman, LLC notifies investors that a class action lawsuit has been filed against Chesapeake Energy Corporation ("Chesapeake" or the "Company") (NYSE: CHK; CHKDG) and certain of its officers, on behalf of shareholders who purchased Chesapeake securities from February 27, 2015 and September 28, 2016, inclusive (the "Class Period").
This class action seeks to recover damages against Defendants for alleged violations of the federal securities laws under the Securities Exchange Act of 1934 (the "Exchange Act").
The complaint alleges that throughout the Class Period, defendants issued false and misleading statements and/or failed to disclose that Chesapeake had improperly accounted for the acquisition and classification of oil and gas properties and that it lacked effective internal financial controls. In its filings with the Securities and Exchange Commission, Chesapeake noted that it "follows the full cost method of accounting under which all costs associated with oil and natural gas property acquisition, drilling and completion activities are capitalized." On September 29, 2016, Chesapeake revealed that they received a subpoena from the U.S. Department of Justice, specifically asking for the Company's accounting methodology for the acquisition and classification of oil and gas properties. Following this news, Chesapeake stock dropped as much as $0.69 per share, or 10.22%, to $6.06 during intraday trading on September 29, 2016.
A class action lawsuit has already been filed. If you wish to review a copy of the Complaint you can visit the firm's site: http://www.bgandg.com/chk or you may contact Peretz Bronstein, Esq. or his Investor Relations Analyst, Yael Hurwitz of Bronstein, Gewirtz & Grossman, LLC at 212-697-6484 or via email info@bgandg.com. Those who inquire by e-mail are encouraged to include their mailing address and telephone number. If you suffered a loss in Chesapeake you have until December 5, 2016 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn't require that you serve as a lead plaintiff.
Bronstein, Gewirtz & Grossman, LLC is a corporate litigation boutique. Our primary expertise is the aggressive pursuit of litigation claims on behalf of our clients. In addition to representing institutions and other investor plaintiffs in class action security litigation, the firm's expertise includes general corporate and commercial litigation, as well as securities arbitration. Attorney advertising. Prior results do not guarantee similar outcomes.
Contact:
Bronstein, Gewirtz & Grossman, LLC
Peretz Bronstein or Yael Hurwitz
212-697-6484 | info@bgandg.com
SOURCE Bronstein, Gewirtz & Grossman, LLC
OKLAHOMA CITY, Oct. 5, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today provided an update on the significant improvements in its capital structure following recent transactions. Today, the company closed a private placement of $1.25 billion of unsecured convertible senior notes, with a provisional call feature that will give Chesapeake an opportunity to convert the debt to equity in three years if the company's stock trades above 130% of the conversion price for a specified period. The company's cash on hand as of September 30, and pro forma for the convertible debt issuance, was approximately $1.0 billion with no borrowings on its revolving bank credit facility.
Additionally, today the company closed privately negotiated purchase and exchange agreements under which the company exchanged approximately 110.3 million shares of its common stock for (i) 134,000 shares of 5.00% Cumulative Convertible Preferred Stock (Series 2005B), (ii) 606,271 shares of 5.75% Cumulative Convertible Preferred Stock and (iii) 553,007 shares of 5.75% Cumulative Convertible Preferred Stock (Series A). This amount of preferred stock represents approximately $1.2 billion of liquidation value, which was exchanged at a discount of over 40 percent. As a result of these exchange transactions, the company's common shares currently outstanding are approximately 886 million, before giving effect to future dilution from convertible securities.
Chesapeake Chief Executive Officer Doug Lawler commented, "Through the transactions that closed today, we have substantially improved our capital structure. The issuance of the new unsecured convertible notes, plus the significant reduction in our preferred stock at a deep discount, results in additional liquidity and less preferred equity and is accretive to our capital structure. With the cash proceeds from the convertible note offering, we have taken measures to provide excess liquidity to address the remaining maturities of our debt through 2018, before any incremental proceeds from the potential asset sales that we are currently working. These transactions represent major steps toward reaching our financial goals of $2-3 billion of debt reduction and growing production within free cash flow. We continue to make great progress in simplifying the balance sheet and reducing the overall cost of financing, and we remain intently focused on further reductions to our operating and capital cost structure."
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, including the expected benefits and accretive nature of the convertible note offering and exchange transactions, reductions to our operating and capital cost structure, excess liquidity to address debt maturities, potential asset sales, and our ability to further reduce debt and grow production with free cash flow, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; write-downs of our oil and natural gas carrying values due to declines in prices; the limitations our level of indebtedness may have on our financial flexibility; the availability of operating cash flow and other funds to finance reserve replacement costs; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; impacts of potential legislative and regulatory actions addressing climate change; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; cyber attacks adversely impacting our operations; and interruption in operations at our headquarters due to a catastrophic event.
We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 29, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its private placement to eligible purchasers of $1.1 billion aggregate principal amount of 5.5% convertible senior notes due 2026. The private placement was upsized from a previously announced amount of $850 million. The company also has granted the initial purchasers a 30-day option to purchase up to an additional $150 million aggregate principal amount of notes.
The notes will be convertible, under certain specified circumstances, into cash, Chesapeake common stock or a combination of cash and Chesapeake common stock, at Chesapeake's election. The conversion rate will initially equal 116.7134 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $8.57 per share of common stock). The conversion rate will be subject to adjustment in certain events but will not be adjusted for any accrued and unpaid interest.
The notes will bear interest at a rate of 5.5% per annum. The notes will mature on September 15, 2026 and may not be redeemed by Chesapeake prior to September 15, 2019. Chesapeake may redeem for cash all or part of the notes, at its option, on or after September 15, 2019 if the last reported sale price of its common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which Chesapeake provides notice of redemption exceeds 130% of the applicable conversion price for the notes on each of such 20 trading days. The redemption price will equal 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the notes.
The closing of the private placement is expected to occur on October 5, 2016 and is subject to the satisfaction of customary closing conditions.
Chesapeake intends to use the net proceeds from the offering for general corporate purposes, which may include debt repurchases and the repayment of its credit facility and senior notes with near-term maturities as they become due.
The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of the notes, the related subsidiary guarantees and the shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made only by means of a private offering circular pursuant to Rule 144A under the Securities Act.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
ir@chk.com |
media@chk.com |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 29, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has commenced a private placement to eligible purchasers of $850 million aggregate principal amount of convertible senior notes due 2026. The notes will be convertible, under certain circumstances, into cash, Chesapeake common stock or a combination of cash and Chesapeake common stock, at Chesapeake's election.
Chesapeake intends to use the net proceeds from the offering for general corporate purposes, which may include debt repurchases and the repayment of its credit facility and senior notes with near-term maturities as they become due. The company also intends to grant the initial purchasers of the proposed offering a 30-day option to purchase up to an additional $150 million aggregate principal amount of notes.
The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of the notes, the related subsidiary guarantees and the shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made only by means of a private offering circular pursuant to Rule 144A under the Securities Act.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA Contact: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 27, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today the expiration and final results of its offers to purchase for cash (the "Tender Offers") up to $800,000,000 aggregate purchase price (exclusive of accrued interest) (the "Aggregate Maximum Purchase Amount") of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"). As of 11:59 p.m., New York City time, on September 26, 2016 (such date and time, the "Expiration Date"), Chesapeake received valid tenders totaling approximately $933.3 million aggregate principal amount of the Notes.
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to the Expiration Date:
Series of Notes |
CUSIP Number/ ISIN |
Aggregate Principal Amount Outstanding Prior to Tender Offers |
Approximate Aggregate Principal Amount of Notes Tendered |
Aggregate Principal Amount Accepted on Early Settlement Date |
Tender Caps(1) |
Acceptance Priority Level |
Total Consideration(2) (3) | |||||||
6.25% Euro-denominated Senior Notes due 2017 |
XS0273933902 |
€302,108,000 |
€36,208,000 |
€35,958,000 |
$400,000,000 |
1 |
€1,000.00 | |||||||
6.5% Senior Notes due 2017 |
165167BS5 |
$315,126,000 |
$82,725,000 |
$82,374,000 |
1 |
$1,000.00 | ||||||||
7.25% Senior Notes due 2018 |
165167CC9 |
$531,138,000 |
$71,267,000 |
$70,968,000 |
1 |
$995.00 | ||||||||
Floating Rate Senior Notes due 2019 |
165167CM7 |
$948,501,000 |
$444,467,000 |
$444,322,000 |
$610,000,000 |
2 |
$915.00 | |||||||
6.625% Senior Notes due 2020 |
165167CF2 |
$822,087,000 |
$17,530,000 |
$15,205,000 |
3 |
$845.00 | ||||||||
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$302,163,000 |
$12,824,000 |
$11,116,000 |
3 |
$845.00 | ||||||||
6.125% Senior Notes due 2021 |
165167CG0 |
$584,346,000 |
$34,305,000 |
$29,998,000 |
3 |
$812.50 | ||||||||
5.375% Senior Notes due 2021 |
165167CK1 |
$276,171,000 |
$4,571,000 |
$3,907,000 |
3 |
$767.50 | ||||||||
4.875% Senior Notes due 2022 |
165167CN5 |
$607,188,000 |
$173,845,000 |
$154,133,000 |
3 |
$752.50 | ||||||||
5.75% Senior Notes due 2023 |
165167CL9 |
$384,390,000 |
$51,360,000 |
$45,538,000 |
3 |
$762.50 | ||||||||
(1) The Short-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.25% Euro-denominated Senior Notes due 2017, the 6.5% Senior Notes due 2017 and the 7.25% Senior Notes due 2018, collectively, and the New Long-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Floating Rate Senior Notes due 2019, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively. In addition, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively, are subject to the Priority 3 Tender Cap (as defined in the Offer to Purchase). For purposes of determining the application of the Short-Dated Tender Cap, the aggregate purchase price (exclusive of accrued interest) to be paid in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will be converted into U.S. dollars at an exchange ratio of $1.1162 to €1.00 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate. |
(2) Per €1,000 principal amount of 6.25% Euro-denominated Senior Notes due 2017 and $1,000 principal amount of Notes (other than the 6.25% Euro-denominated Senior Notes due 2017) validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date (each as defined in the Offer to Purchase)). Subject to the $800,000,000 aggregate maximum purchase amount, the Current Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any notes validly tendered after the Early Tender Date. |
(3) Includes the applicable Early Tender Premium (as defined in the Offer to Purchase). |
Chesapeake accepted for purchase approximately $897.7 million aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on August 25, 2016 (the "Early Tender Date") for an aggregate consideration of approximately $800.0 million, excluding accrued and unpaid interest. Because the aggregate purchase price (exclusive of accrued interest) of Notes validly tendered at or prior to the Early Tender Date exceeded the Aggregate Maximum Purchase Amount, no Notes tendered after the Early Tender Date were accepted.
Goldman, Sachs & Co. acted as the dealer manager in the Tender Offers. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941.
From time to time after completion of the Tender Offers, Chesapeake and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through additional tender offers, exchange offers or otherwise, or Chesapeake may redeem Notes that are able to be redeemed, pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by Chesapeake and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Chesapeake and its affiliates may choose to pursue in the future.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester,CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
media@chk.com |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 13, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today that, with respect to its pending cash tender offers (the "Tender Offers") for the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"), it has (1) increased the aggregate purchase price offered for the Notes in the Tender Offers, exclusive of accrued interest, from up to $500,000,000 aggregate purchase price to up to $800,000,000 (the "New Aggregate Maximum Purchase Amount"), (2) increased the tender cap for Notes maturing during and after 2019 from $325,000,000 aggregate purchase price, exclusive of accrued interest, to $610,000,000 (the "New Long-Dated Tender Cap" and, together with the $400,000,000 tender cap for Notes maturing prior to 2019 (the "Short-Dated Tender Cap"), the "Current Tender Caps"), (3) extended the expiration date of the Tender Offers from 11:59 p.m., New York City time, on September 12, 2016 (the "Original Expiration Date") to 11:59 p.m., New York City time, on September 26, 2016 (such date and time with respect to a Tender Offer, as it may be further extended for such Tender Offer, the "New Expiration Date"), and (4) elected to have an early settlement date of September 14, 2016 for Notes tendered prior to 5:00 p.m., New York City time, on August 25, 2016 (the "Early Tender Date"). Except as provided for in this release, all other terms and conditions of the Tender Offers remain unchanged as set forth in an Offer to Purchase dated August 15, 2016 (as amended, the "Offer to Purchase"), the related Letter of Transmittal and Chesapeake's press release dated August 26, 2016.
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to the Original Expiration Date:
Series of Notes |
CUSIP Number/ |
Aggregate |
Approximate |
Aggregate |
Current Tender |
Acceptance |
Total | |||||||
6.25% Euro-denominated Senior Notes due 2017 |
XS0273933902 |
€302,108,000 |
€36,208,000 |
€35,958,000 |
$400,000,000
|
1 |
€1,000.00 | |||||||
6.5% Senior Notes due 2017 |
165167BS5 |
$315,126,000 |
$82,643,000 |
$82,374,000 |
1 |
$1,000.00 | ||||||||
7.25% Senior Notes due 2018 |
165167CC9 |
$531,138,000 |
$71,207,000 |
$70,968,000 |
1 |
$995.00 | ||||||||
Floating Rate Senior Notes due 2019 |
165167CM7 |
$948,501,000 |
$444,417,000 |
$444,322,000 |
$610,000,000 |
2 |
$915.00 | |||||||
6.625% Senior Notes due 2020 |
165167CF2 |
$822,087,000 |
$17,514,000 |
$15,205,000 |
3 |
$845.00 | ||||||||
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$302,163,000 |
$12,824,000 |
$11,116,000 |
3 |
$845.00 | ||||||||
6.125% Senior Notes due 2021 |
165167CG0 |
$584,346,000 |
$34,230,000 |
$29,998,000 |
3 |
$812.50 | ||||||||
5.375% Senior Notes due 2021 |
165167CK1 |
$276,171,000 |
$4,571,000 |
$3,907,000 |
3 |
$767.50 | ||||||||
4.875% Senior Notes due 2022 |
165167CN5 |
$607,188,000 |
$173,845,000 |
$154,133,000 |
3 |
$752.50 | ||||||||
5.75% Senior Notes due 2023 |
165167CL9 |
$384,390,000 |
$51,350,000 |
$45,538,000 |
3 |
$762.50 | ||||||||
(1) The Short-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.25% Euro-denominated Senior Notes due 2017, the 6.5% Senior Notes due 2017 and the 7.25% Senior Notes due 2018, collectively, and the New Long-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Floating Rate Senior Notes due 2019, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively. In addition, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively, are subject to the Priority 3 Tender Cap (as defined in the Offer to Purchase). For purposes of determining the application of the Short-Dated Tender Cap, the aggregate purchase price (exclusive of accrued interest) to be paid in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will be converted into U.S. dollars at an exchange ratio of $1.1162 to €1.00 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate. | |
(2) Per €1,000 principal amount of 6.25% Euro-denominated Senior Notes due 2017 and $1,000 principal amount of Notes (other than the 6.25% Euro-denominated Senior Notes due 2017) validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date (each as defined in the Offer to Purchase)). Subject to the $800,000,000 aggregate maximum purchase amount, the Current Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any notes validly tendered after the Early Tender Date. | |
(3) Includes the applicable Early Tender Premium (as defined in the Offer to Purchase). |
Chesapeake is accepting for purchase approximately $897.7 million aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of the Early Tender Date for an aggregate consideration of approximately $800.0 million, excluding accrued and unpaid interest. Because the aggregate purchase price (exclusive of accrued interest) of Notes validly tendered at or prior to the Early Tender Date exceeds the New Aggregate Maximum Purchase Amount, Notes validly tendered at or prior to the Early Tender Date with Acceptance Priority Level 3 will be prorated as described in the Offer to Purchase. Accordingly, no Notes tendered after the Early Tender Date will be accepted.
No tenders will be valid if submitted after the New Expiration Date. The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Original Expiration Date and any additional Notes that are tendered at or prior to the New Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
Goldman, Sachs & Co. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION | ||
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue | ||
(405) 935-8870 |
(405) 935-8878 |
P.O. Box 18496 | ||
Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Sept. 13, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today the expiration and final results of its offers to purchase for cash (the "Tender Offers") up to $750,000,000 aggregate purchase price (exclusive of accrued interest) (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"). As of 11:59 p.m., New York City time, on September 12, 2016 (such date and time, the "Expiration Date"), Chesapeake received valid tenders totaling approximately $790.4 million aggregate principal amount of the Notes.
Chesapeake is accepting for purchase (i) $600.0 million aggregate principal amount of the 2.5% Contingent Convertible Senior Notes due 2037 (the "2037 Notes") validly tendered and not validly withdrawn for an aggregate consideration of approximately $600.0 million, excluding accrued and unpaid interest, and (ii) all of the 2.25% Contingent Convertible Senior Notes due 2038 (the "2038 Notes") validly tendered and not validly withdrawn for an aggregate consideration of approximately $99.3 million, excluding accrued and unpaid interest. Because the purchase of all of the 2037 Notes validly tendered and not validly withdrawn results in an aggregate purchase price that exceeds the 2037 Tender Cap, the amount of 2037 Notes purchased will be prorated as described in the Offer to Purchase. Chesapeake expects to make payment for the Notes accepted for purchase in same-day funds on September 14, 2016.
Series of Notes |
CUSIP Number |
Aggregate Principal Amount Outstanding Prior to Tender Offers |
Aggregate Principal Amount of Notes Tendered |
Aggregate Principal Amount of Notes Accepted |
Tender Cap(1) |
Acceptance Priority Level |
Total Consideration(2) |
2.5% Contingent Convertible Senior Notes due 2037 |
165167BZ9 / 165167CA3 |
$730,205,000 |
$682,438,000 |
$600,000,000 |
$600,000,000 |
1 |
$1,000.00 |
2.25% Contingent Convertible Senior Notes due 2038 |
165167CB1 |
$315,112,000 |
$107,954,000 |
$107,954,000 |
$275,000,000 |
2 |
$920.00 |
(1) The $600,000,000 Tender Cap and the $275,000,000 Tender Cap apply to the aggregate purchase price (exclusive of accrued interest) of the 2037 Notes and the 2038 Notes, respectively. |
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Total Consideration to, but not including, the Settlement Date (each as defined in the Offer to Purchase dated August 15, 2016, as amended)). |
Goldman, Sachs & Co. acted as the dealer manager in the Tender Offers. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941.
From time to time after completion of the Tender Offers, Chesapeake and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through additional tender offers, exchange offers or otherwise, or Chesapeake may redeem Notes that are able to be redeemed, pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by Chesapeake and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Chesapeake and its affiliates may choose to pursue in the future. Pursuant to Rule 13e-4(f)(6) under the Securities Exchange Act of 1934, as amended, neither Chesapeake nor its affiliates may purchase any Notes other than pursuant to the Tender Offers until 10 business days after the Expiration Date.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement of the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 26, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) reported today the results to date of its pending cash tender offers (the "Tender Offers") for the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
Chesapeake also announced today that it has increased the tender cap for Notes maturing during and after 2019 from $250,000,000 aggregate purchase price (exclusive of accrued interest) to $325,000,000 (the "New Long-Dated Tender Cap" and, together with the $400,000,000 tender cap for Notes maturing prior to 2019 (the "Short-Dated Tender Cap"), the "Current Tender Caps"). Except as provided for in this release, all other terms and conditions of the Tender Offers remain unchanged as set forth in an Offer to Purchase dated August 15, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on August 25, 2016 (the "Early Tender Date"):
Series of Notes |
CUSIP Number/ |
Aggregate |
Approximate |
Current Tender |
Acceptance |
Total |
6.25% Euro-denominated Senior Notes due 2017 |
XS0273933902 |
€302,108,000 |
€36,158,000 |
$400,000,000 |
1 |
€1,000.00 |
6.5% Senior Notes due 2017 |
165167BS5 |
$315,126,000 |
$82,374,000 |
1 |
$1,000.00 | |
7.25% Senior Notes due 2018 |
165167CC9 |
$531,138,000 |
$70,968,000 |
1 |
$995.00 | |
Floating Rate Senior Notes due 2019 |
165167CM7 |
$948,501,000 |
$444,322,000 |
$325,000,000 |
2 |
$915.00 |
6.625% Senior Notes due 2020 |
165167CF2 |
$822,087,000 |
$17,279,000 |
3 |
$845.00 | |
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$302,163,000 |
$12,598,000 |
3 |
$845.00 | |
6.125% Senior Notes due 2021 |
165167CG0 |
$584,346,000 |
$33,973,000 |
3 |
$812.50 | |
5.375% Senior Notes due 2021 |
165167CK1 |
$276,171,000 |
$4,441,000 |
3 |
$767.50 | |
4.875% Senior Notes due 2022 |
165167CN5 |
$607,188,000 |
$173,695,000 |
3 |
$752.50 | |
5.75% Senior Notes due 2023 |
165167CL9 |
$384,390,000 |
$51,350,000 |
3 |
$762.50 | |
(1) |
Notes tendered have not been accepted. |
(2) |
The Short-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.25% Euro-denominated Senior Notes due 2017, the 6.5% Senior Notes due 2017 and the 7.25% Senior Notes due 2018, collectively, and the New Long-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Floating Rate Senior Notes due 2019, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively. In addition, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively, are subject to the Priority 3 Tender Cap (as defined in the Offer to Purchase). For purposes of determining the application of the Short-Dated Tender Cap, the aggregate purchase price (exclusive of accrued interest) to be paid in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will be converted into U.S. dollars at an exchange ratio of $1.1162 to €1.00 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate. |
(3) |
Per €1,000 principal amount of 6.25% Euro-denominated Senior Notes due 2017 and $1,000 principal amount of Notes (other than the 6.25% Euro-denominated Senior Notes due 2017) validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date (each as defined in the Offer to Purchase)). Subject to the $500,000,000 aggregate maximum purchase amount, the Current Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any notes validly tendered after the Early Tender Date. |
(4) |
Includes the applicable Early Tender Premium (as defined in the Offer to Purchase). |
As of the Early Tender Date, the aggregate purchase price (exclusive of accrued interest) of Notes with Acceptance Priority Level 2 validly tendered and subject to the New Long-Dated Tender Cap exceeds the New Long-Dated Tender Cap. Accordingly, unless Chesapeake further increases the New Long-Dated Tender Cap, Notes validly tendered at or prior to the Early Tender Date with Acceptance Priority Level 2 will be subject to proration as described in the Offer to Purchase, no Notes with Acceptance Priority Level 3 will be accepted and no Notes subject to the Long-Dated Tender Cap will be accepted if tendered after the Early Tender Date.
The Tender Offers will expire at 11:59 p.m., New York City time, on September 12, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Early Tender Date and any additional Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
The Company also announced that, as a result of the consummation of its secured five-year term loan in an aggregate principal amount of $1.5 billion, the Financing Condition (as defined in the Offer to Purchase) with respect to the Tender Offers has been satisfied.
Goldman, Sachs & Co. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 26, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that, with respect to its offers to purchase for cash (the "Tender Offers") the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"), it has increased the aggregate purchase price offered for the Notes in the Tender Offers, exclusive of accrued interest, from up to $500,000,000 aggregate purchase price to up to $750,000,000 (the "New Aggregate Maximum Purchase Amount") and, in connection therewith, established a tender cap of $600,000,000 aggregate purchase price (exclusive of accrued interest) for the 2.5% Contingent Convertible Senior Notes due 2037 (the "2037 Notes"). No change was made to the tender cap for the 2.25% Contingent Convertible Notes due 2038 (the "2038 Notes") and, except as provided for in this release, all other terms and conditions of the Tender Offers remain unchanged as set forth in an Offer to Purchase dated August 15, 2016 (as amended, the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth the revised terms of the Tender Offers:
Aggregate |
||||||
Series of Notes |
CUSIP Number |
Tender Cap(1) |
Acceptance |
Total Consideration(2) | ||
2.5% Contingent Convertible Senior Notes due 2037 |
165167BZ9 / |
$730,205,000 |
$600,000,000 |
1 |
$1,000.00 | |
2.25% Contingent Convertible Senior Notes due 2038 |
165167CB1 |
$315,112,000 |
$275,000,000 |
2 |
$920.00 | |
(1) |
The $600,000,000 Tender Cap the ("2037 Tender Cap") and the $275,000,000 Tender Cap (the "2038 Tender Cap" and, together with the 2037 Tender Cap, the "Tender Caps") apply to the aggregate purchase price (exclusive of accrued interest) of the 2037 Notes and the 2038 Notes, respectively. |
(2) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Total Consideration to, but not including, the Settlement Date (each as defined in the Offer to Purchase)). |
The Tender Offers will expire at 11:59 p.m., New York City time, on September 12, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers at or prior to the Expiration Date.
Subject to the New Aggregate Maximum Purchase Amount, Tender Caps and proration as described in the Offer to Purchase, all 2037 Notes validly tendered will be accepted for purchase before any 2038 Notes validly tendered are accepted for purchase. If the aggregate purchase price (exclusive of accrued interest) of 2037 Notes validly tendered at or prior to the Expiration Date exceeds the 2037 Tender Cap, 2037 Notes validly tendered will be accepted for purchase on a pro rata basis, based on the aggregate principal amount of 2037 Notes validly tendered. Once all 2037 Notes validly tendered have been accepted for purchase, subject to the New Aggregate Maximum Purchase Amount, the Tender Caps and proration as described in the Offer to Purchase, 2038 Notes validly tendered will be accepted for purchase. If the aggregate purchase price (exclusive of accrued interest) of 2038 Notes validly tendered at or prior to the Expiration Date exceeds the 2038 Tender Cap or if the aggregate purchase price of 2037 Notes and 2038 Notes validly tendered exceeds the New Aggregate Maximum Purchase Amount, 2038 Notes validly tendered will be accepted for purchase on a pro rata basis, based on the aggregate principal amount of 2038 Notes validly tendered.
The Company also announced that, as a result of the consummation of its secured five-year term loan in an aggregate principal amount of $1.5 billion, the Financing Condition (as defined in the Offer to Purchase) with respect to the Tender Offers has been satisfied.
Goldman, Sachs & Co. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774. Chesapeake has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission. Chesapeake will make available to holders of the Notes, directly or through the Depository Trust Company, documents specifying the terms, conditions and procedures for validly tendering and withdrawing Notes (copies of which are attached as exhibits to such Schedule TO). Note holders are encouraged to read these documents carefully before deciding whether to tender their Notes. Holders of the Notes and other interested parties may obtain a free copy of these documents at the Securities and Exchange Commission's website, www.sec.gov.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 17, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it successfully priced its proposed term loan and, as a result of strong demand, has upsized the term loan to $1.5 billion from a previously announced size of $1.0 billion. The term loan is being arranged by Goldman Sachs Bank USA, Citigroup Global Markets Inc. and MUFG as joint lead arrangers. Chesapeake intends to use the net proceeds of the loan to finance tender offers for its unsecured notes, with any remaining proceeds used for further debt repayments and other general corporate purposes. Chesapeake expects this financing and the tender offers to improve its financial flexibility by reducing its near-term maturing debt.
The loan will have a five-year term and bear interest at a rate of LIBOR plus 7.50% per annum, subject to a 1.00% LIBOR floor. The loan will be made at par without original issue discount. The loan will be secured by the same collateral securing the company's revolving credit facility (with a position in the collateral proceeds waterfall junior to the credit facility).
The new term loan will be unconditionally guaranteed on a joint and several basis by Chesapeake's direct and indirect wholly owned domestic subsidiaries that are guarantors under the company's revolving credit facility.
The loan is expected to close on or before August 23, 2016, subject to customary closing conditions and final documentation.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the terms of the term loan and the use of proceeds thereof. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties, including the funding of the term loan, and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8870 |
(405) 935-8878 |
P.O. Box 18496 |
Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 15, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today that it has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $500,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
No more than $400,000,000 aggregate purchase price, exclusive of accrued interest (the "Short-Dated Tender Cap"), of 6.25% Euro-denominated Senior Notes due 2017, 6.5% Senior Notes due 2017 and 7.25% Senior Notes due 2018, collectively (the "Priority 1 Notes"), and no more than $250,000,000 aggregate purchase price, exclusive of accrued interest (the "Long-Dated Tender Cap"), of Floating Rate Senior Notes due 2019 (the "Priority 2 Notes"), 6.625% Senior Notes due 2020, 6.875% Senior Notes due 2020, 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 5.75% Senior Notes due 2023 (collectively, the "Priority 3 Notes" and, together with the Priority 2 Notes, the "Long-Dated Notes"), will be purchased in the Tender Offers. For purposes of determining the application of the Short-Dated Tender Cap, the Aggregate Maximum Purchase Amount and proration, the aggregate purchase price (exclusive of accrued interest) to be paid in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will be converted into U.S. dollars at an exchange ratio of $1.1162 to €1,000 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate. The Priority 3 Notes are subject to an additional cap on the aggregate purchase price (exclusive of accrued interest) of such Notes that prohibits the aggregate principal amount of such Notes accepted for purchase on any Settlement Date (as defined below) from exceeding the aggregate principal amount of (i) the Priority 1 Notes and Priority 2 Notes accepted for purchase under the Tender Offers and (ii) Other Notes (as defined below) accepted for purchase in the Concurrent Tender Offers (as defined below) (the "Priority 3 Tender Cap" and, together with the Short-Dated Tender Cap and the Long-Dated Tender Cap, the "Tender Caps" and each individually, a "Tender Cap"). The terms and conditions of the Tender Offers are described in an Offer to Purchase dated August 15, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8859 |
(405) 935-8878 |
P.O. Box 18496 |
ir@chk.com |
media@chk.com |
Oklahoma City, OK 73154 |
The following table sets forth certain terms of the Tender Offers:
Series of Notes |
CUSIP Number/ |
Aggregate |
Tender Caps(1) |
Acceptance |
Tender Offer |
Early Tender |
Total |
6.25% Euro-denominated Senior Notes due 2017 |
XS0273933902 |
€302,108,000 |
$400,000,000 |
1 |
€970.00 |
€30.00 |
€1,000.00 |
6.5% Senior Notes due 2017 |
165167BS5 |
$315,126,000 |
1 |
$970.00 |
$30.00 |
$1,000.00 | |
7.25% Senior Notes due 2018 |
165167CC9 |
$531,138,000 |
1 |
$965.00 |
$30.00 |
$995.00 | |
Floating Rate Senior Notes due 2019 |
165167CM7 |
$948,501,000 |
$250,000,000 |
2 |
$885.00 |
$30.00 |
$915.00 |
6.625% Senior Notes due 2020 |
165167CF2 |
$822,087,000 |
3 |
$815.00 |
$30.00 |
$845.00 | |
6.875% Senior Notes due 2020 |
165167BU0 165167BT3 USU16450AQ87 |
$302,163,000 |
3 |
$815.00 |
$30.00 |
$845.00 | |
6.125% Senior Notes due 2021 |
165167CG0 |
$584,346,000 |
3 |
$782.50 |
$30.00 |
$812.50 | |
5.375% Senior Notes due 2021 |
165167CK1 |
$276,171,000 |
3 |
$737.50 |
$30.00 |
$767.50 | |
4.875% Senior Notes due 2022 |
165167CN5 |
$607,188,000 |
3 |
$722.50 |
$30.00 |
$752.50 | |
5.75% Senior Notes due 2023 |
165167CL9 |
$384,390,000 |
3 |
$732.50 |
$30.00 |
$762.50 | |
(1) |
The $400,000,000 Short-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Priority 1 Notes, collectively, and the $250,000,000 Long-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Long-Dated Notes, collectively. In addition, the Priority 3 Notes accepted for purchase are subject to the Priority 3 Tender Cap. For purposes of determining the application of the Short-Dated Tender Cap, the Aggregate Maximum Purchase Amount and proration, the aggregate purchase price (exclusive of accrued interest) to be paid in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will be converted into U.S. dollars at an exchange ratio of $1.1162 to €1,000 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate. |
(2) |
Per €1,000 principal amount of 6.25% Euro-denominated Senior Notes due 2017 and $1,000 principal amount of Notes (other than the 6.25% Euro-denominated Senior Notes due 2017) validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date). Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date (as defined below) will be accepted for purchase before any notes validly tendered after the Early Tender Date. |
(3) |
Includes the applicable Early Tender Premium. |
The Tender Offers will expire at 11:59 p.m., New York City time, on September 12, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers at or prior to, but not after, 5:00 p.m., New York City time, on August 25, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Withdrawal Deadline"). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.
Subject to the terms and conditions of the Tender Offers, the consideration for each €1,000 principal amount of 6.25% Euro-denominated Senior Notes due 2017 and $1,000 principal amount of Notes (other than the 6.25% Euro-denominated Senior Notes due 2017) validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on August 25, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the early tender premium for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Premium" and, together with the applicable Tender Offer Consideration, the "Total Consideration"). Holders of Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium for the applicable series of Notes. No tenders will be valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offers will, on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the "Accrued Interest").
Chesapeake reserves the right, in its sole discretion, to increase or decrease the Aggregate Maximum Purchase Amount and any Tender Cap at any time without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for any Tender Offer, subject to compliance with applicable law, which could result in the Company's purchasing a greater or lesser amount of Notes in the Tender Offers. If Chesapeake changes the Aggregate Maximum Purchase Amount or any Tender Cap, it does not expect to extend the Withdrawal Deadline, subject to applicable law.
Chesapeake reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (the date of such acceptance and purchase, the "Early Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Tender Caps, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Early Settlement Date will be determined at Chesapeake's option, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Early Settlement Date. Chesapeake currently does not expect to have an Early Settlement Date. Irrespective of whether Chesapeake chooses to exercise its option to have an Early Settlement Date, Chesapeake will purchase any remaining Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by Chesapeake, promptly following the Expiration Date (the date of such acceptance and purchase, the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date each being a "Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Tender Caps, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Expiration Date and Notes having an aggregate purchase price (exclusive of Accrued Interest) equal to the Aggregate Maximum Purchase Amount are not purchased on the Early Settlement Date.
Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration as described in the Offer to Purchase, all Notes validly tendered at or prior to the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered at or prior to the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase. However, even if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Aggregate Maximum Purchase Amount and the Tender Caps, Notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any Notes validly tendered after the Early Tender Date are accepted for purchase, even if such Notes validly tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Date. Therefore, if the aggregate purchase price (exclusive of Accrued Interest) of Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Aggregate Maximum Purchase Amount, Chesapeake will not accept for purchase any Notes tendered after the Early Tender Date, and if the aggregate purchase price (exclusive of Accrued Interest) of Priority 1 Notes, Long-Dated Notes or Priority 3 Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Short-Dated Tender Cap, the Long-Dated Tender Cap or the Priority 3 Tender Cap, as applicable, Chesapeake will not accept for purchase Priority 1 Notes, Long-Dated Notes or Priority 3 Notes, as applicable, tendered after the Early Tender Date. Additional information about the application of the Aggregate Maximum Purchase Amount, Acceptance Priority Levels, Tender Caps and proration is set forth in the Offer to Purchase.
The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including receipt by Chesapeake of net proceeds from a concurrent secured term loan agreement on terms satisfactory to Chesapeake in an amount sufficient to fund the payment of the Tender Offer Consideration and the Total Consideration and to fund the consideration for the Concurrent Tender Offers. The term loan agreement is expected to be with one or more banks, investment banks, insurance companies, mutual funds or other institutional lenders providing for floating rate term loans aggregating $1.0 billion. Such term loans are to be secured by the same collateral as the liens on the collateral securing the Company's existing revolving credit facility (with a position in the collateral proceeds waterfall junior to the revolving credit facility) and are to be guaranteed by the same subsidiaries that guarantee, among other obligations, such revolving credit facility.
Chesapeake also announced today that it has commenced separate tender offers to acquire up to $500 million in aggregate purchase price of its outstanding 2.5% Contingent Convertible Senior Notes due 2037 and 2.25% Contingent Convertible Senior Notes due 2038 (the "Concurrent Tender Offers"). Chesapeake's obligation to consummate the Tender Offers is not subject to completion of the Concurrent Tender Offers.
Goldman, Sachs & Co. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers and the amount and terms of the term loan. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, including the funding of the term loan, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 15, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today that it has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $500,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
No more than $275,000,000 aggregate purchase price, exclusive of accrued interest (the "2038 Tender Cap"), of 2.25% Contingent Convertible Senior Notes due 2038 (the "2038 Notes") will be purchased in the Tender Offers. The terms and conditions of the Tender Offers are described in an Offer to Purchase dated August 15, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth certain terms of the Tender Offers:
Series of Notes |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Tender Cap (1) |
Acceptance Priority Level |
Total | ||
2.5% Contingent Convertible Senior Notes due 2037 |
165167BZ9 / 165167CA3 |
$730,205,000 |
N/A |
1 |
$1,000.00 | ||
2.25% Contingent Convertible Senior Notes due 2038 |
165167CB1 |
$315,112,000 |
$275,000,000 |
2 |
$920.00 | ||
(1) |
The 2038 Tender Cap applies to the aggregate purchase price (exclusive of Accrued Interest) of the 2038 Notes. | |||||||
(2) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Total Consideration (as defined below) to, but not including, the Settlement Date (as defined below). |
The Tender Offers will expire at 11:59 p.m., New York City time, on September 12, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers at or prior to the Expiration Date.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the total consideration for the applicable series of Notes as set forth in the table above (with respect to each series of Notes, the "Total Consideration"). In addition to the Total Consideration, all Holders of Notes accepted for purchase pursuant to the Tender Offers will, on the Settlement Date, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date ("Accrued Interest").
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8859 |
(405) 935-8878 |
P.O. Box 18496 |
ir@chk.com |
media@chk.com |
Oklahoma City, OK 73154 |
Chesapeake will purchase any Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by Chesapeake, promptly following the Expiration Date (the date of such acceptance and purchase, the "Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the 2038 Tender Cap, the Acceptance Priority Levels and proration as described in the Offer to Purchase. The Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers have been either satisfied or waived by Chesapeake at or prior to the Expiration Date.
Subject to the Aggregate Maximum Purchase Amount and proration as described in the Offer to Purchase, all 2.5% Contingent Convertible Senior Notes due 2037 (the "2037 Notes") validly tendered will be accepted for purchase before any 2038 Notes validly tendered are accepted for purchase. Accordingly, if the aggregate purchase price (exclusive of Accrued Interest) of 2037 Notes validly tendered at or prior to the Expiration Date equals or exceeds the Aggregate Maximum Purchase Amount, Chesapeake will not accept for purchase any 2038 Notes. If the aggregate purchase price (exclusive of Accrued Interest) of 2037 Notes validly tendered at or prior to the Expiration Date exceeds the Aggregate Maximum Purchase Amount, 2037 Notes validly tendered will be accepted for purchase on a pro rata basis, based on the aggregate principal amount of 2037 Notes validly tendered. Once all 2037 Notes validly tendered have been accepted for purchase, subject to the Aggregate Maximum Purchase Amount, the 2038 Tender Cap and proration as described in the Offer to Purchase, 2038 Notes validly tendered will be accepted for purchase. If the aggregate purchase price (exclusive of Accrued Interest) of 2037 Notes validly tendered is less than the Aggregate Maximum Purchase Amount and the aggregate purchase price of 2037 Notes and 2038 Notes validly tendered exceeds the Aggregate Maximum Purchase Amount, 2038 Notes validly tendered will be accepted for purchase on a pro rata basis, based on the aggregate principal amount of 2038 Notes validly tendered. If the aggregate purchase price (exclusive of Accrued Interest) of 2038 Notes validly tendered at or prior to the Expiration Date exceeds the 2038 Tender Cap, 2038 Notes validly tendered will be accepted for purchase on a pro rata basis, based on the aggregate principal amount of 2038 Notes validly tendered.
The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including receipt by Chesapeake of net proceeds from a concurrent secured term loan agreement on terms satisfactory to Chesapeake in an amount sufficient to fund the payment of the Total Consideration and to fund the consideration for the Concurrent Tender Offers. The term loan agreement is expected to be with one or more banks, investment banks, insurance companies, mutual funds or other institutional lenders providing for floating rate term loans aggregating $1.0 billion. Such term loans are to be secured by the same collateral as the liens on the collateral securing the Company's existing revolving credit facility (with a position in the collateral proceeds waterfall junior to the revolving credit facility) and are to be guaranteed by the same subsidiaries that guarantee, among other obligations, such revolving credit facility.
Chesapeake also announced today that it has commenced separate tender offers to acquire up to $500 million in aggregate purchase price of its outstanding 6.25% Euro-denominated Senior Notes due 2017, 6.5% Senior Notes due 2017, 7.25% Senior Notes due 2018, Floating Rate Senior Notes due 2019, 6.625% Senior Notes due 2020, 6.875% Senior Notes due 2020, 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 5.75% Senior Notes due 2023 (the "Concurrent Tender Offers"). Chesapeake's obligation to consummate the Tender Offers is not subject to completion of the Concurrent Tender Offers.
Goldman, Sachs & Co. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774. Chesapeake will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission later today. Chesapeake will make available to holders of the Notes, directly or through the Depository Trust Company, documents specifying the terms, conditions and procedures for validly tendering and withdrawing Notes (copies of which will be attached as exhibits to such Schedule TO). Note holders are encouraged to read these documents carefully before deciding whether to tender their Notes. Holders of the Notes and other interested parties may obtain a free copy of these documents at the Securities and Exchange Commission's website, www.sec.gov.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers and the amount and terms of the term loan. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, including the funding of the term loan, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 15, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it has engaged Goldman Sachs Bank USA, Citigroup Global Markets Inc. and MUFG to assist with the arrangement of a secured five-year term loan in an aggregate principal amount of $1.0 billion. Chesapeake intends to use the net proceeds of the loan to finance tender offers for certain of its unsecured notes announced today. Chesapeake expects this financing and the tender offers to improve its financial flexibility as it will allow for the retirement of existing debt with upcoming maturities.
The loan will be from one or more commercial banks, and will be secured by the same collateral securing the company's revolving credit facility (with a position in the collateral proceeds waterfall junior to the credit facility).
Amounts borrowed under the new term loan facility will be unconditionally guaranteed on a joint and several basis by Chesapeake's direct and indirect wholly owned domestic subsidiaries that are guarantors under the company's revolving credit facility.
Chesapeake's ability to establish the new facility and borrow thereunder will be subject to the receipt of commitments from lenders to provide the facility, the negotiation and execution of definitive loan documents and other customary conditions.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the amount and terms of the term loan and the use of proceeds thereof. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties, including the funding of the term loan, and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION |
Brad Sylvester, CFA |
Gordon Pennoyer |
6100 North Western Avenue |
(405) 935-8859 |
(405) 935-8878 |
P.O. Box 18496 |
Oklahoma City, OK 73154 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 10, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced that it has entered into an agreement to convey its interests in the Barnett Shale operating area located in North Texas to Saddle Barnett Resources, LLC ("Saddle Resources"), a company backed by First Reserve, a leading global private equity and infrastructure investment firm exclusively focused on energy, and simultaneously terminate future commitments associated with this asset.
The impacts to Chesapeake upon completion of these actions will be as follows:
As part of the transaction, Chesapeake and Williams Partners (NYSE:WPZ) have agreed to terminate the current gathering agreement, projected MVC shortfall payments and fees pertaining to the Barnett Shale assets, for which Chesapeake expects to pay $334 million in cash to Williams, with First Reserve portfolio company Saddle Resources expected to pay an additional sum. The transaction is subject to a number of closing conditions, including the receipt of third-party consents, and is expected to close in the third quarter of 2016.
In addition, the company announced it has renegotiated its gas gathering agreement with Williams in its Mid-Continent operating area in exchange for a payment by the company of $66 million.
Separately, Chesapeake accelerated the value of a gas supply contract by selling its rights under a long-term gas supply agreement for $146 million in cash proceeds. Both of these transactions are discussed further below.
Chesapeake Chief Executive Officer Doug Lawler commented, "Today's announcements mark a major step in our continued progress to transform Chesapeake. By exiting the Barnett, we expect to increase our operating income for the remainder of 2016 through 2019 between $200 and $300 million annually, eliminate approximately $1.9 billion of total future midstream and downstream commitments, and increase the PV-10 of our proved reserves. Given the significant negative cash flow profile of the Barnett assets, the net cash paid out in these transactions has a payback of less than 18 months, and it will be partially funded by the $146 million sale and assignment of our long-term gas supply contract.
"We are also releasing preliminary 2017 guidance for the items most directly impacted by these transactions, including wide initial ranges for production and capital spending, in order to highlight our flexibility around commodity prices. The transformation of Chesapeake into a top-tier E&P company continues, and these transactions, along with our previously announced balance sheet and liquidity improvements, provide significant forward progress. We believe there are more positive moves to come."
Properties in the proposed Barnett transaction include approximately 215,000 net developed and undeveloped acres and approximately 2,800 operated wells, which produced an average of approximately 65,000 boe per day (96% natural gas, 4% natural gas liquids) in the 2016 second quarter. The expected net production impact from the proposed transaction is approximately 62,000 boe per day. Proved oil and natural gas reserves in the Barnett Shale as of December 31, 2015 were approximately 81 million boe (96% natural gas, 4% natural gas liquids).
In exchange for a cash payment of $66 million, Chesapeake also renegotiated its existing cost-of-service gas gathering agreement with Williams covering the Mid-Continent operating area to a fixed-fee arrangement. As a result, Chesapeake's Mid-Continent gas gathering costs are expected to be reduced by 36%, effective July 1, 2016.
Lawler continued, "We believe that our approximately 1.5 million net acreage position in the Mid-Continent area represents a tremendous resource. The new gas gathering agreement makes our operations more competitive and enhances the operating income from this asset."
Separately, Chesapeake agreed to accelerate the value of a long-term natural gas supply contract with a $4.00 per million British thermal units floor pricing mechanism by selling it to a third party for cash proceeds of approximately $146 million. This transaction strengthens the company's liquidity position by providing partial funding to pay for these announced midstream transactions.
As a result of these transactions, Chesapeake has updated its guidance on certain factors that affect its financial performance for the remainder of 2016 and has also provided preliminary 2017 guidance. Changes from the company's August 4, 2016 Outlook are italicized bold below.
CHESAPEAKE ENERGY CORPORATION MANAGEMENT'S OUTLOOK AS OF AUGUST 9, 2016 | |
Year Ending 12/31/2016 | |
Adjusted Production Growth(a) |
(2%) to 3% |
Absolute Production |
|
Liquids – mmbbls |
56 - 60 |
Oil – mmbbls |
33 - 35 |
NGL - mmbbls |
23 - 25 |
Natural gas - bcf |
1,000 - 1,040 |
Total absolute production - mmboe |
223 - 233 |
Absolute daily rate - mboe |
611 - 638 |
Estimated Realized Hedging Effects(b) (based on 8/1/16 strip prices): |
|
Oil - $/bbl |
$4.63 |
Natural gas - $/mcf |
$0.13 |
NGL - $/bbl |
($0.18) |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$2.55 - $2.65 |
Natural gas - $/mcf |
$0.35 - $0.45 |
NGL - $/bbl |
$5.20 - $5.45 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$3.20 - $3.40 |
Gathering, processing and transportation expenses |
$7.60 - $8.10 |
Oil - $/bbl |
$3.75 - $3.95 |
Natural Gas - $/mcf |
$1.40 - $1.50 |
NGL - $/bbl |
$7.60 - $7.85 |
Production taxes |
$0.35 - $0.45 |
General and administrative(c) |
$0.60 - $0.70 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$3.50 - $4.50 |
Depreciation of other assets |
$0.40 - $0.50 |
Interest expense(d) |
$1.05 - $1.15 |
Marketing, gathering and compression net margin(e) |
($20) - $0 |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(f) |
$1,000 - $1,500 |
Capitalized Interest ($ in millions) |
$260 |
Total Capital Expenditures ($ in millions) |
$1,260 - $1,760 |
(a) |
Based on 2015 production of 559 mboe per day, adjusted for 2015 and 2016 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes expenses associated with stock-based compensation. |
(d) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(e) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets and unrealized gains (losses) on supply contract derivatives. Includes the impact of the recent sale of a long-term gas supply contract. |
(f) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment and excludes approximately $259 million for the repurchase of overriding royalty interests associated with the sale of certain of the company's properties. |
CHESAPEAKE ENERGY CORPORATION MANAGEMENT'S PRELIMINARY OUTLOOK FOR 2017 AS OF AUGUST 9, 2016 | ||
Adjusted Production Growth(a) |
(7%) to (2%) | |
Absolute Production |
||
Liquids - mmbbls |
51 - 55 | |
Oil - mmbbls |
33 - 35 | |
NGL - mmbbls |
18 - 20 | |
Natural gas - bcf |
860 - 900 | |
Total absolute production - mmboe |
194 - 205 | |
Absolute daily rate - mboe |
532 - 562 | |
Operating Costs per Boe of Projected Production: |
||
Production expense |
$3.10 - $3.30 | |
Gathering, processing and transportation expenses |
$7.15 - $7.65 | |
Oil - $/bbl |
$4.65 - $4.85 | |
Natural Gas - $/mcf |
$1.25 - $1.35 | |
NGL - $/bbl |
$7.40 - $7.60 | |
Marketing, gathering and compression net margin(b) |
($60) – ($40) | |
Capital Expenditures ($ in millions)(a)(c) |
$1,600 - $2,400 | |
Capitalized Interest ($ in millions) |
$200 | |
Total Capital Expenditures ($ in millions) |
$1,800 - $2,600 | |
(a) |
Based on 2016 production of 567 mboe per day, adjusted for 2016 asset sales. Subject to future asset acquisition and divestiture activity. |
(b) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets and unrealized gains (losses) on supply contract derivatives. |
(c) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. |
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact, including the consummation and expected benefits of transactions. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; write-downs of our oil and natural gas carrying values due to declines in prices; the limitations our level of indebtedness may have on our financial flexibility; the availability of operating cash flow and other funds to finance reserve replacement costs; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; impacts of potential legislative and regulatory actions addressing climate change; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; cyber attacks adversely impacting our operations; and interruption in operations at our headquarters due to a catastrophic event.
The transactions may not be completed in the time frame anticipated or at all. In addition, these transactions are subject to closing conditions, including the consummation of the related transactions and receipt of third-party consents, and may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
NON-GAAP FINANCIAL MEASURES
PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax and asset retirement obligations. The standardized measure of discounted future net cash flows is the most directly comparable GAAP measure. Management believes that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. We are unable to reconcile PV-10 to the standardized measure because it is not practical to project taxes for future periods. PV-10 should not be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP.
INVESTOR CONTACT: |
MEDIA CONTACT: |
CHESAPEAKE ENERGY CORPORATION | |||
Brad Sylvester, CFA (405) 935-8870 ir@chk.com |
Gordon Pennoyer |
6100 North Western Avenue |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Aug. 4, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2016 second quarter. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "In 2016, we have made substantial progress on many fronts, including the reduction of more than $1 billion of debt, the reduction of complexity in our portfolio through the purchase of oil and natural gas interests previously conveyed in certain volumetric production payment transactions (VPPs), the continued improvement in our cash cost structure and the optimization of our current portfolio through non-core asset sales.
"Financial discipline remains our top priority, and we continue to work toward additional solutions to improve our liquidity, reduce our midstream commitments and enhance our margins. With continued improvements in our operating expenses and the disposition of non-core properties, we have refined our portfolio to provide a more competitive foundation for Chesapeake. In addition, the application of new technologies, including longer laterals and enhanced completion techniques, to our extensive undeveloped acreage position provides us with a robust portfolio of development opportunities."
Lawler continued, "As a result of our portfolio's strong performance to date in 2016, we have increased our total production guidance for the remainder of the year. As for an initial look into 2017, we believe our oil production will be relatively flat in 2017 as compared to 2016, while total production volumes are projected to be down approximately 5% compared to 2016 levels. With the breadth and depth of our large acreage position, the evolution of technologies being applied to our portfolio and the reduction in our leverage and complexity, we believe that the next few months will be a very exciting time for Chesapeake."
2016 Second Quarter Results
For the 2016 second quarter, Chesapeake's revenues declined by 54% year over year, primarily due to a decrease in the average realized commodity prices received for its production, unrealized losses from oil and natural gas derivatives and a decrease in the average realized commodity prices received for its marketing operations. Average daily production for the 2016 second quarter of approximately 657,100 barrels of oil equivalent (boe) consisted of approximately 90,500 barrels (bbls) of oil, 2.960 billion cubic feet (bcf) of natural gas and 73,200 bbls of natural gas liquids (NGL). As a result of the company's strong production through the first six months of 2016, Chesapeake has raised its full-year 2016 production guidance by 3% (using midpoints) from 605,000 to 635,000 boe per day to a new range of 625,000 to 650,000 boe per day. A summary of the company's guidance for 2016 is provided in the Outlook dated August 4, 2016, beginning on Page 18.
Chesapeake's cash expenses continue to decline due to its focus on cost discipline. Average production expenses during the 2016 second quarter were $3.05 per boe. G&A expenses (including stock-based compensation) during the 2016 second quarter were $1.02 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2016 second quarter were $4.07 per boe, a decrease of 25% year over year and 2% from the 2016 first quarter.
Chesapeake reported a net loss available to common stockholders of $1.792 billion, or $2.48 per share, while the company's ebitda for the 2016 second quarter was $(1.394) billion. The primary drivers of the net loss were a noncash impairment of the carrying value of Chesapeake's oil and natural gas properties of approximately $1.045 billion, largely resulting from decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices as of June 30, 2016, as compared to March 31, 2016, and unrealized hedging losses of approximately $544 million. Adjusting for these and other items that are typically excluded by securities analysts, the 2016 second quarter adjusted net loss available to common stockholders was $145 million, or $0.14 per common share, while the company's adjusted ebitda was $252 million in the 2016 second quarter. Reconciliations of financial measures calculated in accordance with generally accepted accounting principles (GAAP) to non-GAAP measures are provided on pages 12 – 16 of this release.
Capital Spending Overview
Chesapeake's total capital investments were approximately $456 million during the 2016 second quarter, compared to approximately $957 million in the 2015 second quarter, as summarized in the table below. While the company has reiterated its total capital investments program for 2016 of approximately $1.3 to $1.8 billion, it now expects to be at the higher end of its current guidance range due to additional drilling and completion activity as a result of efficiency gains and an acquisition of additional working interests in the Haynesville Shale. A summary of the company's guidance for 2016 is provided in the Outlook dated August 4, 2016, beginning on Page 18.
2016 |
2016 |
2015 | |||||||
Activity Comparison |
Q2 |
Q1 |
Q2 | ||||||
Average operated rig count |
9 |
8 |
26 | ||||||
Gross wells completed |
131 |
57 |
121 | ||||||
Gross wells spud |
49 |
41 |
109 | ||||||
Gross wells connected |
141 |
80 |
173 | ||||||
Type of Cost ($ in millions) |
|||||||||
Drilling and completion costs |
$ |
337 |
$ |
281 |
$ |
787 | |||
Exploration costs and additions to other PP&E |
56 |
16 |
56 | ||||||
Subtotal capital expenditures |
$ |
393 |
$ |
297 |
$ |
843 | |||
Capitalized interest |
63 |
68 |
114 | ||||||
Total capital expenditures |
$ |
456 |
$ |
365 |
$ |
957 |
Balance Sheet and Liquidity
As of June 30, 2016, Chesapeake's debt principal balance was approximately $8.7 billion, including approximately $100 million of borrowings outstanding on the company's $4.0 billion revolving credit facility, compared to $9.7 billion as of December 31, 2015, and $11.7 billion as of June 30, 2015. Since January 1, 2016, the company has retired at maturity, repurchased or exchanged for equity approximately $1.0 billion of debt, $518 million of which was due or putable to the company in 2017.
In April 2016, Chesapeake amended its $4.0 billion revolving credit facility maturing in 2019 to reaffirm its borrowing base, restructure financial covenants and increase its ability to issue secured debt. Using June 30, 2016 crude oil and natural gas strip pricing, Chesapeake estimates that the PV-10 of its proved oil and gas reserves was approximately $11.1 billion, compared to approximately $3.1 billion when using the average of commodity prices on the first day of the month over the trailing 12-month period (see Page 17 of this release for additional information). In addition to $100 million of borrowings under the company's revolving credit facility, letters of credit issued under the credit facility were approximately $813 million as of June 30, 2016, which included a $461 million supersedeas bond supporting the company's appeal of the judgment issued in 2015 with respect to the company's 2019 Notes litigation.
Asset Acquisition and Divestitures Update
Through the 2016 second quarter, the company's asset divestiture activities have totaled $964 million in net proceeds received to date, after post-closing adjustments. In addition, consideration of more than $100 million was withheld subject to certain title, environmental and other standard contingencies, the majority of which Chesapeake expects to collect in the third quarter. In conjunction with certain of these sales, Chesapeake repurchased oil and natural gas interests previously sold to third parties in connection with four of its VPP transactions for approximately $259 million. A majority of the acquired interests were part of the asset divestitures discussed above and the company no longer has any further commitments related to these VPPs. With the closing of these VPP acquisitions in the 2016 second quarter, the company has only two VPPs remaining.
The company continues to focus on select asset divestitures and is currently planning to sell additional properties by year-end 2016, including a portion of its Haynesville Shale properties. As a result, Chesapeake has raised its 2016 guidance for total gross asset divestitures either closed or under signed sales agreements to now be more than $2.0 billion, compared to its previous range of $1.2 to $1.7 billion.
In July 2016, Chesapeake purchased certain operated working interests to enhance its Haynesville Shale acreage position for approximately $87 million, increasing its average operated working interest in the area to approximately 83% and adding to its net acreage position by approximately 70,000 net acres. The company closed this transaction in the 2016 third quarter.
Operations Update
Chesapeake is currently utilizing 10 drilling rigs across its operating areas, three of which are located in the Eagle Ford Shale, three in the Haynesville Shale, three in the Mid-Continent area and one rig in the Utica Shale. Due to greater capital efficiencies and lower oilfield service costs, Chesapeake is currently planning to operate these 10 rigs throughout the remainder of the year and, as a result, plans to drill more than 100 additional wells and place approximately 75 additional wells on production in 2016. While the company is maintaining its 2016 total capital expenditures guidance to be approximately $1.3 to $1.8 billion, it now expects to be at the higher end of its current guidance range.
In July 2016, Chesapeake placed the CA 12&13-15-15 1H horizontal well on production, targeting the Haynesville Shale in Caddo Parish, Louisiana. This well's results provide further confirmation that the company's current completion optimization techniques, along with extended laterals, are having a significant impact on higher sustained flow rates and the increased potential for higher rates of return in all areas of the Haynesville. With reducing cluster spacing and increased proppant loading, this 10,000-foot lateral well reached a maximum production rate of approximately 38.0 million cubic feet of gas (mmcf) per day with a flowing tubing pressure of 7,400 psi. The company's current estimate of the ultimate recovery from this well is approximately 22 to 24 bcf with an estimated completed well cost of approximately $9.8 million. The PCK 1H, a 7,500-foot lateral well located in DeSoto Parish, reached a maximum production rate of 31.0 mmcf per day with a flowing pressure of 7,600 psi using similar completion techniques for an estimated well cost of $8.4 million. Chesapeake believes that leading-edge completion techniques, along with access to Gulf Coast pricing, could increase field-wide productivity by opening up new areas in the field that were previously economically challenged.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2016 second quarter as compared to results in prior periods.
Three Months Ended | ||||||||
06/30/16 |
03/31/16 |
06/30/15 | ||||||
Oil equivalent production (in mmboe) |
60 |
61 |
64 | |||||
Oil production (in mmbbls) |
8 |
9 |
11 | |||||
Average realized oil price ($/bbl)(a) |
44.31 |
37.74 |
71.39 | |||||
Natural gas production (in bcf) |
269 |
276 |
275 | |||||
Average realized natural gas price ($/mcf)(a) |
1.97 |
2.29 |
2.35 | |||||
NGL production (in mmbbls) |
7 |
6 |
7 | |||||
Average realized NGL price ($/bbl)(a) |
12.88 |
11.44 |
13.02 | |||||
Production expenses ($/boe) |
(3.05) |
(3.36) |
(4.32) | |||||
Gathering, processing and transportation expenses ($/boe) |
(8.04) |
(7.88) |
(7.64) | |||||
Production taxes ($/boe) |
(0.32) |
(0.30) |
(0.52) | |||||
General and administrative expenses ($/boe)(b) |
(0.86) |
(0.66) |
(0.89) | |||||
Stock-based compensation ($/boe) |
(0.16) |
(0.13) |
(0.19) | |||||
DD&A of oil and natural gas properties ($/boe) |
(4.43) |
(4.43) |
(9.39) | |||||
DD&A of other assets ($/boe) |
(0.48) |
(0.48) |
(0.52) | |||||
Interest expenses ($/boe)(a) |
(1.00) |
(0.98) |
(1.12) | |||||
Marketing, gathering and compression net margin ($ in millions)(c) |
(25) |
18 |
209 | |||||
Operating cash flow ($ in millions)(d) |
176 |
263 |
572 | |||||
Operating cash flow ($/boe) |
2.94 |
4.29 |
8.94 | |||||
Adjusted ebitda ($ in millions)(e) |
252 |
282 |
600 | |||||
Adjusted ebitda ($/boe) |
4.21 |
4.61 |
9.37 | |||||
Net loss available to common stockholders ($ in millions) |
(1,792) |
(964) |
(4,151) | |||||
Loss per share – diluted ($) |
(2.48) |
(1.44) |
(6.27) | |||||
Adjusted net loss available to common stockholders ($ in millions)(f) |
(145) |
(120) |
(126) | |||||
Adjusted loss per share ($) (g) |
(0.14) |
(0.12) |
(0.13) |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation and restructuring and other termination costs. |
(c) |
Includes revenue, operating expenses and ($37 million), $20 million and $220 million of unrealized gains (losses) on supply contract derivatives for the three months ended June 30, 2016, March 31, 2016 and June 30, 2015, respectively. Excludes depreciation and amortization of other assets. |
(d) |
Defined as cash flow provided by operating activities before changes in assets and liabilities. |
(e) |
Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 16. |
(f) |
Defined as net income available to common stockholders, as adjusted to remove the effects of certain items detailed on page 12. |
(g) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
2016 Second Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Thursday, August 4, 2016, at 9:00 am EDT. The telephone number to access the conference call is 866-454-4209 or international toll 913-312-9308. The passcode for the call is 4546210. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 4546210. The conference call will also be webcast live at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms or at all; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; a further downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges of our spin-off of Seventy Seven Energy Inc. (SSE) in connection with SSE's recently completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock and preferred stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
($ in millions, except per share data) | ||||||||
(unaudited) | ||||||||
Three Months Ended | ||||||||
2016 |
2015 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
440 |
$ |
1,216 | ||||
Marketing, gathering and compression |
1,182 |
2,305 | ||||||
Total Revenues |
1,622 |
3,521 | ||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
182 |
276 | ||||||
Oil, natural gas and NGL gathering, processing and transportation |
481 |
488 | ||||||
Production taxes |
19 |
34 | ||||||
Marketing, gathering and compression |
1,207 |
2,096 | ||||||
General and administrative |
61 |
69 | ||||||
Restructuring and other termination costs |
3 |
(4) | ||||||
Provision for legal contingencies |
82 |
334 | ||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
265 |
601 | ||||||
Depreciation and amortization of other assets |
29 |
34 | ||||||
Impairment of oil and natural gas properties |
1,045 |
5,015 | ||||||
Impairments of fixed assets and other |
6 |
84 | ||||||
Net (gains) losses on sales of fixed assets |
(1) |
1 | ||||||
Total Operating Expenses |
3,379 |
9,028 | ||||||
LOSS FROM OPERATIONS |
(1,757) |
(5,507) | ||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(62) |
(71) | ||||||
Losses on investments |
(2) |
(17) | ||||||
Gains on purchases or exchanges of debt |
68 |
— | ||||||
Other income (expense) |
3 |
(1) | ||||||
Total Other Income (Expense) |
7 |
(89) | ||||||
LOSS BEFORE INCOME TAXES |
(1,750) |
(5,596) | ||||||
INCOME TAX BENEFIT: |
||||||||
Current income taxes |
— |
(6) | ||||||
Deferred income taxes |
— |
(1,500) | ||||||
Total Income Tax Benefit |
— |
(1,506) | ||||||
NET LOSS |
(1,750) |
(4,090) | ||||||
Net income attributable to noncontrolling interests |
— |
(18) | ||||||
NET LOSS ATTRIBUTABLE TO CHESAPEAKE |
(1,750) |
(4,108) | ||||||
Preferred stock dividends |
(42) |
(43) | ||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(1,792) |
$ |
(4,151) | ||||
LOSS PER COMMON SHARE: |
||||||||
Basic |
$ |
(2.48) |
$ |
(6.27) | ||||
Diluted |
$ |
(2.48) |
$ |
(6.27) | ||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||
Basic |
724 |
662 | ||||||
Diluted |
724 |
662 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
($ in millions, except per share data) | ||||||||
(unaudited) | ||||||||
Six Months Ended | ||||||||
2016 |
2015 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
1,433 |
$ |
2,759 | ||||
Marketing, gathering and compression |
2,142 |
3,980 | ||||||
Total Revenues |
3,575 |
6,739 | ||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
388 |
575 | ||||||
Oil, natural gas and NGL gathering, processing and transportation |
963 |
946 | ||||||
Production taxes |
37 |
62 | ||||||
Marketing, gathering and compression |
2,149 |
3,796 | ||||||
General and administrative |
109 |
125 | ||||||
Restructuring and other termination costs |
3 |
(14) | ||||||
Provision for legal contingencies |
104 |
359 | ||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
536 |
1,285 | ||||||
Depreciation and amortization of other assets |
58 |
69 | ||||||
Impairment of oil and natural gas properties |
1,898 |
9,991 | ||||||
Impairments of fixed assets and other |
44 |
88 | ||||||
Net (gains) losses on sales of fixed assets |
(5) |
4 | ||||||
Total Operating Expenses |
6,284 |
17,286 | ||||||
LOSS FROM OPERATIONS |
(2,709) |
(10,547) | ||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(124) |
(122) | ||||||
Losses on investments |
(2) |
(24) | ||||||
Loss on sale of investment |
(10) |
— | ||||||
Gains on purchases or exchanges of debt |
168 |
— | ||||||
Other income |
6 |
5 | ||||||
Total Other Income (Expense) |
38 |
(141) | ||||||
LOSS BEFORE INCOME TAXES |
(2,671) |
(10,688) | ||||||
INCOME TAX BENEFIT: |
||||||||
Current income taxes |
— |
(6) | ||||||
Deferred income taxes |
— |
(2,872) | ||||||
Total Income Tax Benefit |
— |
(2,878) | ||||||
NET LOSS |
(2,671) |
(7,810) | ||||||
Net income attributable to noncontrolling interests |
— |
(37) | ||||||
NET LOSS ATTRIBUTABLE TO CHESAPEAKE |
(2,671) |
(7,847) | ||||||
Preferred stock dividends |
(85) |
(86) | ||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(2,756) |
$ |
(7,933) | ||||
LOSS PER COMMON SHARE: |
||||||||
Basic |
$ |
(3.97) |
$ |
(11.99) | ||||
Diluted |
$ |
(3.97) |
$ |
(11.99) | ||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||
Basic |
695 |
662 | ||||||
Diluted |
695 |
662 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
June 30, 2016 |
December 31, | |||||||
Cash and cash equivalents |
$ |
4 |
$ |
825 | ||||
Other current assets |
1,200 |
1,655 | ||||||
Total Current Assets |
1,204 |
2,480 | ||||||
Property and equipment, (net) |
11,685 |
14,298 | ||||||
Other assets |
598 |
536 | ||||||
Total Assets |
$ |
13,487 |
$ |
17,314 | ||||
Current liabilities |
$ |
3,777 |
$ |
3,685 | ||||
Long-term debt, net |
8,621 |
10,311 | ||||||
Other long-term liabilities |
860 |
921 | ||||||
Total Liabilities |
13,258 |
14,917 | ||||||
Preferred stock |
3,036 |
3,062 | ||||||
Noncontrolling interests |
261 |
259 | ||||||
Common stock and other stockholders' equity |
(3,068) |
(924) | ||||||
Total Equity |
229 |
2,397 | ||||||
Total Liabilities and Equity |
$ |
13,487 |
$ |
17,314 | ||||
Common shares outstanding (in millions) |
775 |
663 | ||||||
Principal amount of debt outstanding |
$ |
8,679 |
$ |
9,706 |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
2016 |
2015 |
2016 |
2015 | |||||||||||||
Net Production: |
||||||||||||||||
Oil (mmbbl) |
8 |
11 |
17 |
22 | ||||||||||||
Natural gas (bcf) |
269 |
275 |
546 |
539 | ||||||||||||
NGL (mmbbl) |
7 |
7 |
13 |
14 | ||||||||||||
Oil equivalent (mmboe) |
60 |
64 |
121 |
126 | ||||||||||||
Oil, natural gas and NGL Sales ($ in millions): |
||||||||||||||||
Oil sales |
$ |
355 |
$ |
594 |
$ |
610 |
$ |
1,080 | ||||||||
Oil derivatives – realized gains (losses)(a) |
11 |
182 |
84 |
417 | ||||||||||||
Oil derivatives – unrealized gains (losses)(a) |
(168) |
(234) |
(240) |
(344) | ||||||||||||
Total Oil Sales |
198 |
542 |
454 |
1,153 | ||||||||||||
Natural gas sales |
440 |
577 |
923 |
1,347 | ||||||||||||
Natural gas derivatives – realized gains (losses)(a) |
92 |
71 |
242 |
271 | ||||||||||||
Natural gas derivatives – unrealized gains (losses)(a) |
(365) |
(67) |
(335) |
(231) | ||||||||||||
Total Natural Gas Sales |
167 |
581 |
830 |
1,387 | ||||||||||||
NGL sales |
89 |
93 |
163 |
219 | ||||||||||||
NGL derivatives – realized gains (losses)(a) |
(3) |
— |
(3) |
— | ||||||||||||
NGL derivatives – unrealized gains (losses)(a) |
(11) |
— |
(11) |
— | ||||||||||||
Total NGL Sales |
75 |
93 |
149 |
219 | ||||||||||||
Total Oil, Natural Gas and NGL Sales |
$ |
440 |
$ |
1,216 |
$ |
1,433 |
$ |
2,759 | ||||||||
Average Sales Price – |
||||||||||||||||
Oil ($ per bbl) |
$ |
43.00 |
$ |
54.69 |
$ |
35.98 |
$ |
49.48 | ||||||||
Natural gas ($ per mcf) |
$ |
1.63 |
$ |
2.09 |
$ |
1.69 |
$ |
2.50 | ||||||||
NGL ($ per bbl) |
$ |
13.37 |
$ |
13.02 |
$ |
12.43 |
$ |
15.64 | ||||||||
Oil equivalent ($ per boe) |
$ |
14.76 |
$ |
19.77 |
$ |
14.01 |
$ |
21.04 | ||||||||
Average Sales Price – |
||||||||||||||||
Oil ($ per bbl) |
$ |
44.31 |
$ |
71.39 |
$ |
40.93 |
$ |
68.55 | ||||||||
Natural gas ($ per mcf) |
$ |
1.97 |
$ |
2.35 |
$ |
2.14 |
$ |
3.00 | ||||||||
NGL ($ per bbl) |
$ |
12.88 |
$ |
13.02 |
$ |
12.17 |
$ |
15.64 | ||||||||
Oil equivalent ($ per boe) |
$ |
16.43 |
$ |
23.72 |
$ |
16.68 |
$ |
26.51 | ||||||||
Interest Expense ($ in millions): |
||||||||||||||||
Interest(b) |
$ |
63 |
$ |
72 |
$ |
125 |
$ |
134 | ||||||||
Interest rate derivatives – realized (gains) losses(c) |
(3) |
(1) |
(6) |
(2) | ||||||||||||
Interest rate derivatives – unrealized (gains) losses(c) |
2 |
— |
5 |
(10) | ||||||||||||
Total Interest Expense |
$ |
62 |
$ |
71 |
$ |
124 |
$ |
122 |
(a) |
Realized gains and losses include the following items: (i) settlements of nondesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains and losses include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
Beginning cash |
$ |
16 |
$ |
2,907 | ||||
Net cash provided by operating activities |
95 |
314 | ||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(344) |
(862) | ||||||
Acquisitions of proved and unproved properties(b) |
(359) |
(138) | ||||||
Divestitures of proved and unproved properties |
833 |
(7) | ||||||
Additions to other property and equipment(c) |
(15) |
(35) | ||||||
Proceeds from sales of other property and equipment |
61 |
5 | ||||||
Other |
(2) |
(3) | ||||||
Net cash provided by (used in) investing activities |
174 |
(1,040) | ||||||
Net cash used in financing activities |
(281) |
(130) | ||||||
Change in cash and cash equivalents |
(12) |
(856) | ||||||
Ending cash |
$ |
4 |
$ |
2,051 |
(a) |
Includes capitalized interest of $1 million and $7 million for the three months ended June 30, 2016 and 2015, respectively. |
(b) |
Includes capitalized interest of $60 million and $104 million for the three months ended June 30, 2016 and 2015, respectively. |
(c) |
Includes capitalized interest of a nominal amount and $1 million for the three months ended June 30, 2016 and 2015, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
Beginning cash |
$ |
825 |
$ |
4,108 | ||||
Net cash provided by (used in) operating activities |
(326) |
737 | ||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(609) |
(2,168) | ||||||
Acquisitions of proved and unproved properties(b) |
(426) |
(266) | ||||||
Proceeds from divestitures of proved and unproved properties |
964 |
14 | ||||||
Additions to other property and equipment(c) |
(25) |
(93) | ||||||
Proceeds from sales of other property and equipment |
70 |
7 | ||||||
Cash paid for title defects |
(69) |
— | ||||||
Additions to investments |
— |
(1) | ||||||
Other |
(4) |
(5) | ||||||
Net cash used in investing activities |
(99) |
(2,512) | ||||||
Net cash used in financing activities |
(396) |
(282) | ||||||
Change in cash and cash equivalents |
(821) |
(2,057) | ||||||
Ending cash |
$ |
4 |
$ |
2,051 |
(a) |
Includes capitalized interest of $3 million and $18 million for the six months ended June 30, 2016 and 2015, respectively. |
(b) |
Includes capitalized interest of $124 million and $212 million for the six months ended June 30, 2016 and 2015, respectively. |
(c) |
Includes capitalized interest of $1 million and $2 million for the six months ended June 30, 2016 and 2015, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||
(in millions, except per share data) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
Net loss available to common stockholders |
$ |
(1,792) |
$ |
(4,151) | ||||
Weighted average common and common equivalent shares outstanding (a) |
724 |
662 | ||||||
Loss per common share (diluted) |
$ |
(2.48) |
$ |
(6.27) | ||||
Adjustments: |
||||||||
Unrealized losses on commodity and interest rate derivatives |
$ |
546 |
$ |
301 | ||||
Unrealized (gains) losses on supply contract derivatives |
37 |
(220) | ||||||
Restructuring and other termination costs |
3 |
(4) | ||||||
Provision for legal contingencies |
82 |
334 | ||||||
Impairment of oil and natural gas properties |
1,045 |
5,015 | ||||||
Impairments of fixed assets and other |
6 |
84 | ||||||
Net (gains) losses on sales of fixed assets |
(1) |
1 | ||||||
Gains on purchases or exchanges of debt |
(68) |
— | ||||||
Other |
(3) |
(3) | ||||||
Tax effect of above items(b) |
— |
(1,483) | ||||||
Adjusted net loss available to common stockholders(c) |
$ |
(145) |
$ |
(126) | ||||
Preferred stock dividends |
42 |
43 | ||||||
Total adjusted net loss attributable to Chesapeake |
$ |
(103) |
$ |
(83) | ||||
Adjusted loss per share(c) (d) |
$ |
(0.14) |
$ |
(0.13) |
(a) |
Weighted average common and common equivalent shares outstanding do not include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |
(b) |
Our effective tax rate in the three months ended June 30, 2016 was 0%; thus, there is no tax effect on the reconciling adjustments. | |
(c) |
Adjusted net income and adjusted earnings per common share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||
(in millions, except per share data) | ||||||||
(unaudited) | ||||||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
Net loss available to common stockholders |
$ |
(2,756) |
$ |
(7,933) | ||||
Weighted average common and common equivalent shares outstanding (a) |
695 |
662 | ||||||
Loss per common share (diluted) |
$ |
(3.97) |
$ |
(11.99) | ||||
Adjustments: |
||||||||
Unrealized losses on commodity and interest rate derivatives |
$ |
591 |
$ |
565 | ||||
Unrealized (gains) losses on supply contract derivatives |
17 |
(220) | ||||||
Restructuring and other termination costs |
3 |
(14) | ||||||
Provision for legal contingencies |
104 |
359 | ||||||
Impairment of oil and natural gas properties |
1,898 |
9,991 | ||||||
Impairments of fixed assets and other |
44 |
88 | ||||||
Net (gains) losses on sales of fixed assets |
(5) |
4 | ||||||
Loss on sale of investment |
10 |
— | ||||||
Gains on purchases or exchanges of debt |
(168) |
— | ||||||
Tax rate adjustment |
— |
(17) | ||||||
Other |
(2) |
(7) | ||||||
Tax effect of above items(b) |
— |
(2,900) | ||||||
Adjusted net loss available to common stockholders(c) |
$ |
(264) |
$ |
(84) | ||||
Preferred stock dividends |
85 |
86 | ||||||
Total adjusted net income (loss) attributable to Chesapeake |
$ |
(179) |
$ |
2 | ||||
Adjusted earnings (loss) per common share(c) (d) |
$ |
(0.26) |
$ |
0.00 |
(a) |
Weighted average common and common equivalent shares outstanding do not include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |
(b) |
Our effective tax rate in the six months ended June 30, 2016 was 0%; thus, there is no tax effect on the reconciling adjustments. | |
(c) |
Adjusted net income and adjusted earnings per share are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(d) |
We have revised our presentation of adjusted loss per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
June 30, 2016 |
June 30, 2015 | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
95 |
$ |
314 | ||||
Changes in assets and liabilities |
81 |
258 | ||||||
OPERATING CASH FLOW(a) |
$ |
176 |
$ |
572 | ||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
NET LOSS |
$ |
(1,750) |
$ |
(4,090) | ||||
Interest expense |
62 |
71 | ||||||
Income tax benefit |
— |
(1,506) | ||||||
Depreciation and amortization of other assets |
29 |
34 | ||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
265 |
601 | ||||||
EBITDA(b) |
$ |
(1,394) |
$ |
(4,890) | ||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
95 |
$ |
314 | ||||
Changes in assets and liabilities |
81 |
258 | ||||||
Interest expense, net of unrealized gains (losses) on derivatives |
59 |
71 | ||||||
Losses on commodity derivatives, net |
(444) |
(48) | ||||||
Gains (losses) on supply contract derivatives, net |
(37) |
220 | ||||||
Cash receipts on commodity derivative settlements, net |
(119) |
(223) | ||||||
Stock-based compensation |
(13) |
(20) | ||||||
Restructuring and other termination costs |
(3) |
4 | ||||||
Provision for legal contingencies |
(82) |
(334) | ||||||
Impairment of oil and natural gas properties |
(1,045) |
(5,015) | ||||||
Impairments of fixed assets and other |
(1) |
(79) | ||||||
Net gains (losses) on sales of fixed assets |
1 |
(1) | ||||||
Investment activity |
(2) |
(17) | ||||||
Gains on purchases or exchanges of debt |
68 |
— | ||||||
Other items |
48 |
(20) | ||||||
EBITDA(b) |
$ |
(1,394) |
$ |
(4,890) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. |
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
SIX MONTHS ENDED: |
June 30, 2016 |
June 30, 2015 | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(326) |
$ |
737 | ||||
Changes in assets and liabilities |
765 |
719 | ||||||
OPERATING CASH FLOW(a) |
$ |
439 |
$ |
1,456 | ||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
NET LOSS |
$ |
(2,671) |
$ |
(7,810) | ||||
Interest expense |
124 |
122 | ||||||
Income tax benefit |
— |
(2,878) | ||||||
Depreciation and amortization of other assets |
58 |
69 | ||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
536 |
1,285 | ||||||
EBITDA(b) |
$ |
(1,953) |
$ |
(9,212) | ||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(326) |
$ |
737 | ||||
Changes in assets and liabilities |
765 |
719 | ||||||
Interest expense, net of unrealized gains (losses) on derivatives |
119 |
132 | ||||||
Gains (losses) on commodity derivatives, net |
(263) |
113 | ||||||
Gains (losses) on supply contract derivatives, net |
(17) |
220 | ||||||
Cash receipts on commodity derivative settlements, net |
(386) |
(636) | ||||||
Stock-based compensation |
(25) |
(43) | ||||||
Restructuring and other termination costs |
(3) |
14 | ||||||
Provision for legal contingencies |
(104) |
(359) | ||||||
Impairment of oil and natural gas properties |
(1,898) |
(9,991) | ||||||
Impairments of fixed assets and other |
(34) |
(81) | ||||||
Net gains (losses) on sales of fixed assets |
5 |
(4) | ||||||
Investment activity |
(12) |
(24) | ||||||
Gains on purchases or exchanges of debt |
168 |
— | ||||||
Other items |
58 |
(9) | ||||||
EBITDA(b) |
$ |
(1,953) |
$ |
(9,212) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. |
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
June 30, |
June 30, | ||||||
EBITDA |
$ |
(1,394) |
$ |
(4,890) | ||||
Adjustments: |
||||||||
Unrealized losses on commodity derivatives |
544 |
301 | ||||||
Unrealized (gains) losses on supply contract derivatives |
37 |
(220) | ||||||
Restructuring and other termination costs |
3 |
(4) | ||||||
Provision for legal contingencies |
82 |
334 | ||||||
Impairment of oil and natural gas properties |
1,045 |
5,015 | ||||||
Impairments of fixed assets and other |
6 |
84 | ||||||
Net (gains) losses on sales of fixed assets |
(1) |
1 | ||||||
Gains on purchases or exchanges of debt |
(68) |
— | ||||||
Net income attributable to noncontrolling interests |
— |
(18) | ||||||
Other |
(2) |
(3) | ||||||
Adjusted EBITDA(a) |
$ |
252 |
$ |
600 | ||||
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
SIX MONTHS ENDED: |
June 30, |
June 30, | ||||||
EBITDA |
$ |
(1,953) |
$ |
(9,212) | ||||
Adjustments: |
||||||||
Unrealized losses on commodity derivatives |
586 |
575 | ||||||
Unrealized (gains) losses on supply contract derivatives |
17 |
(220) | ||||||
Restructuring and other termination costs |
3 |
(14) | ||||||
Provision for legal contingencies |
104 |
359 | ||||||
Impairment of oil and natural gas properties |
1,898 |
9,991 | ||||||
Impairments of fixed assets and other |
44 |
88 | ||||||
Net (gains) losses on sales of fixed assets |
(5) |
4 | ||||||
Loss on sale of investment |
10 |
— | ||||||
Gains on purchases or exchanges of debt |
(168) |
— | ||||||
Net income attributable to noncontrolling interests |
— |
(37) | ||||||
Other |
(2) |
(6) | ||||||
Adjusted EBITDA(a) |
$ |
534 |
$ |
1,528 |
(a) |
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to ebitda because: | |
(i) |
Management uses adjusted ebitda to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted ebitda is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |||
RECONCILIATION OF PV-9 AND PV-10 TO STANDARDIZED MEASURE | |||
($ in millions) | |||
(unaudited) | |||
PV-9 is a non-GAAP metric used in the determination of the value of collateral under Chesapeake's credit facility. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax and asset retirement obligations. The following table shows the reconciliation of PV-9 and PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure, for the year ended December 31, 2015 and for the interim period ended June 30, 2016. Management believes that PV-9 provides useful information to investors regarding the company's collateral position and that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, management believes the use of a pre-tax measure is valuable for evaluating the company. Neither PV-9 nor PV-10 should be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP. With respect to PV-9 and PV-10 calculated as of an interim date, it is not practical to calculate taxes for the related interim period because GAAP does not provide for disclosure of standardized measure on an interim basis. | |||
PV-9 – June 30, 2016 @ NYMEX Strip |
$ |
11,857 | |
Less: Change in discount factor from 9 to 10 |
(807) | ||
PV-10 – June 30, 2016 @ NYMEX Strip |
11,050 | ||
Less: Change in pricing assumption from NYMEX Strip to SEC |
(7,995) | ||
PV-10 – June 30, 2016 @ SEC |
3,055 | ||
Change in PV-10 from 12/31/15 to 6/30/16 |
1,672 | ||
PV-10 – December 31, 2015 @ SEC |
4,727 | ||
Less: Present value of future income tax discounted at 10% |
(34) | ||
Standardized measure of discounted future cash flows – December 31, 2015 |
$ |
4,693 |
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF AUGUST 4, 2016 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. Changes from the company's May 5, 2016 Outlook are italicized bold below. | |
Year Ending | |
Adjusted Production Growth(a) |
(3%) to 2% |
Absolute Production |
|
Liquids - mmbbls |
56 - 60 |
Oil - mmbbls |
33 - 35 |
NGL - mmbbls |
23 - 25 |
Natural gas - bcf |
1,030 - 1,070 |
Total absolute production - mmboe |
228 - 238 |
Absolute daily rate - mboe |
625 - 650 |
Estimated Realized Hedging Effects(b) (based on 8/1/16 strip prices): |
|
Oil - $/bbl |
$4.63 |
Natural gas - $/mcf |
$0.13 |
NGL - $/bbl |
($0.18) |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$2.55 - $2.65 |
Natural gas - $/mcf |
$0.35 - $0.45 |
NGL - $/bbl |
$5.20 - $5.45 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$3.20 - $3.40 |
Gathering, processing and transportation expenses |
$7.60 - $8.10 |
Oil - $/bbl |
$3.75 - $3.95 |
Natural Gas(c) - $/mcf |
$1.40 - $1.50 |
NGL - $/bbl |
$7.60 - $7.85 |
Production taxes |
$0.35 - $0.45 |
General and administrative(d) |
$0.60 - $0.70 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$3.50 - $4.50 |
Depreciation of other assets |
$0.40 - $0.50 |
Interest expense(e) |
$1.05 - $1.15 |
Marketing, gathering and compression net margin(f) |
($10) - $10 |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(g) |
$1,000 - $1,500 |
Capitalized Interest ($ in millions) |
$260 |
Total Capital Expenditures ($ in millions) |
$1,260 - $1,760 |
(a) |
Based on 2015 production of 621 mboe per day, adjusted for 2015 and 2016 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes a 2016 fourth quarter minimum volume commitment (MVC) shortfall estimate of approximately $165 to $175 million. |
(d) |
Excludes expenses associated with stock-based compensation. |
(e) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(f) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets and unrealized gains (losses) on supply contract derivatives. |
(g) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment. Excludes approximately $259 million for the repurchase of overriding royalty interests associated with the sale of certain of the company's properties and any additional proved property acquisitions. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities | |||||||||
Chesapeake enters into commodity derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives. | |||||||||
As of August 1, 2016, the company had downside protection, through open swaps, on a portion of its remaining 2016 oil production at an average price of $46.60 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its remaining 2016 natural gas production at an average price of $2.77 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its remaining 2016 ethane and propane production at an average price of $0.17 per gallon and $0.46 per gallon, respectively. | |||||||||
The company's crude oil hedging positions as of August 1, 2016 were as follows: | |||||||||
Open Crude Oil Swaps; Gains from Closed | |||||||||
Crude Oil Trades and Call Option Premiums | |||||||||
Open Swaps |
Avg. NYMEX Price of Open Swaps |
Total Gains from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q3 2016 |
6,072 |
$ |
46.35 |
$ |
10 |
||||
Q4 2016 |
6,072 |
$ |
46.84 |
10 |
|||||
Total 2016 (a) |
12,144 |
$ |
46.60 |
$ |
20 |
||||
Total 2017 – 2022 |
7,665 |
$ |
47.79 |
$ |
78 |
(a) Certain hedging arrangements include a sold option to extend at an average price of $53.67 per bbl covering 1.5 mmbbls in 2016. Sold options are included with net written call options. | ||||
Crude Oil Net Written Call Options | ||||
Call Options |
Avg. NYMEX | |||
Q3 2016 |
3,489 |
$ |
87.25 |
|
Q4 2016 |
3,488 |
$ |
87.25 |
|
Total 2016 |
6,977 |
$ |
87.25 |
|
Total 2017 |
5,293 |
$ |
83.50 |
The company's natural gas hedging positions as of August 1, 2016 were as follows: | |||||||||
Open Natural Gas Swaps; Losses from Closed | |||||||||
Natural Gas Trades and Call Option Premiums | |||||||||
Open Swaps (bcf) |
Avg. NYMEX Price of Open Swaps |
Total Losses from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q3 2016 |
203 |
$ |
2.69 |
$ |
(26) | ||||
Q4 2016 |
155 |
$ |
2.85 |
(28) | |||||
Total 2016 (a) |
358 |
$ |
2.76 |
$ |
(54) | ||||
Total 2017 – 2022 |
267 |
$ |
3.02 |
$ |
(78) |
(a) Certain hedging arrangements include a sold option to extend at an average price of $2.80 per mmbtu covering 52 bcf in 2016. Sold options are included with net written call options. | |||||||
Natural Gas Two-Way Collars | |||||||
Open |
Avg. |
Avg. | |||||
Q4 2016 |
15 |
$ |
3.00 |
$ |
3.48 |
||
Total 2016 |
15 |
$ |
3.00 |
$ |
3.48 |
||
Total 2017 |
23 |
$ |
3.00 |
$ |
3.48 |
Natural Gas Net Written Call Options | ||||
Call Options (bcf) |
Avg. NYMEX Strike Price | |||
Q3 2016 |
45 |
$ |
5.27 |
|
Q4 2016 |
46 |
$ |
5.27 |
|
Total 2016 |
91 |
$ |
5.27 |
|
Total 2017 – 2022 |
114 |
$ |
10.92 |
|
Natural Gas Basis Protection Swaps | ||||
Volume (bcf) |
Avg. NYMEX | |||
Q3 2016 |
12 |
$ |
(0.66) |
|
Q4 2016 |
10 |
$ |
(0.26) |
|
Total 2016 |
22 |
$ |
(0.49) |
|
Total 2017 - 2022 |
27 |
$ |
(0.34) |
|
The company's natural gas liquids hedging positions as of August 1, 2016 were as follows: | ||||
Open Ethane Swaps | ||||
Volume (mmgal) |
Avg. NYMEX | |||
Q3 2016 |
58 |
$ |
0.17 |
|
Q4 2016 |
20 |
$ |
0.17 |
|
Total 2016 |
78 |
$ |
0.17 |
|
Open Propane Swaps | ||||
Volume (mmgal) |
Avg. NYMEX | |||
Q3 2016 |
50 |
$ |
0.46 |
|
Q4 2016 |
17 |
$ |
0.46 |
|
Total 2016 |
67 |
$ |
0.46 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, July 14, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced it has scheduled to release its 2016 second quarter financial results before market open on Thursday, August 4, 2016. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 866-454-4209 or international toll 913-312-9308. The passcode for the call is 4546210. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 4546210. The conference call will also be webcast live at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 13th largest producer of oil and natural gas liquids in the United States. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the U.S. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
DALLAS, July 1, 2016 /PRNewswire/ -- More than 30 business entities and individuals, including Fort Worth's Kimbell Art Foundation, are suing Chesapeake Energy Corp. (NYSE: CHK) based on claims that the company structured a series of contracts in order to receive excessive fees and other charges after the 2009 sale of its Barnett Shale midstream assets.
The lawsuit alleges that Chesapeake's $588 million sale of assets to New York hedge fund Global Infrastructure Partners also was structured to charge unreasonable fees on royalties. The sale included an exclusive 20-year production commitment related to Chesapeake's Barnett Shale midstream gathering assets. In addition, the suit challenges Chesapeake's transportation fees and net royalty interest calculations.
The lawsuit involves oil and gas leases covering more than 5,400 mineral acres and more than 750 producing gas wells in Tarrant, Johnson and Ellis counties.
"Chesapeake structured its midstream asset sale and transportation agreements in such a way that the lessors and royalty owners bore unreasonable costs," says attorney Daniel Charest of Burns Charest LLP in Dallas, who represents the plaintiffs. "My clients only want a fair price for their royalty production. That's what this case is about."
The case is Addax Mineral Funds, et al.v. Chesapeake Operating, LLC, et al., No. DC-16-07867, in the 95th District Court in Dallas.
The attorneys at Burns Charest have years of experience in complex oil and gas royalty disputes in various shale plays across the country, including the Barnett, the Eagle-Ford, the Marcellus and Utica, and the Hanesville. Among other matters, in late 2015, the firm secured a favorable, confidential settlement for members of the Bass family in Fort Worth as part of a separate lawsuit against Chesapeake over unpaid oil and gas royalties in North Texas.
For more information, please contact Sophia Reza at 800-559-4534 or Sophia@androvett.com.
SOURCE Burns Charest LLP
THE WOODLANDS, Texas, May 5, 2016 /PRNewswire/ -- Newfield Exploration Company (NYSE: NFX) today signed a definitive purchase and sale agreement with a subsidiary of Chesapeake Energy Corporation (NYSE: CHK) to acquire approximately 42,000 net acres in the Anadarko Basin STACK play for $470 million. The transaction will have an effective date of April 1, 2016 and closing is subject to customary adjustments. Newfield expects to fund the transaction with cash on hand and closing is planned for the second quarter of 2016.
Transaction Highlights:
"This bolt-on acquisition is ideal for Newfield, combining strategic fit in a growing resource play where we have a clear competitive advantage," said Newfield Chairman Lee Boothby. "As the discoverer and founder of STACK, we have drilled more than a quarter of the play's total wells and are the proven leader. Time and again, we have demonstrated our ability to efficiently move large-scale resource plays from concept to discovery, through the HBP phase and into full-field development. We expect that this acquisition will create significant, incremental future value for our shareholders."
Newfield Exploration Company is an independent energy company engaged in the exploration, development and production of crude oil, natural gas and natural gas liquids. We are focused on U.S. resource plays and our principal areas of operation include the Mid-Continent, the Rocky Mountains and onshore Texas. We also have offshore oil developments in China.
This news 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. The words "may," "believe," "expect," "anticipate," "intend," "estimate," "project," "target," "goal," "plan," "should," "will," "predict," "guidance," "potential" or other similar expressions are intended to identify forward-looking statements. Other than historical facts included in this news release, all information and statements, including but not limited to information regarding acquisitions, use of cash, planned capital expenditures, estimated reserves, estimated production targets, drilling and development plans, the timing of production, planned capital expenditures, and other plans, strategies and objectives for future operations, are forward-looking statements. Although, as of the date of this news release, Newfield believes that these expectations are reasonable, this information is based upon assumptions and anticipated results that are subject to numerous uncertainties and risks. Actual results may vary significantly from those anticipated due to many factors, including but not limited to commodity prices, drilling results, our liquidity and the availability of capital resources, operating risks, industry conditions, China and U.S. governmental regulations, financial counterparty risks, the prices of goods and services, the availability of drilling rigs and other support services, our ability to close on acquisitions, monetize assets and repay or refinance our existing indebtedness, labor conditions, severe weather conditions, and other operating risks. Please see Newfield's 2015 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for 1Q 2016, both filed with the U.S. Securities and Exchange Commission (SEC), for a discussion of other factors that may cause actual results to vary. Unpredictable or unknown factors not discussed herein or in Newfield's SEC filings could also have material adverse effects on actual results. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Unless legally required, Newfield undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For additional information, please contact Newfield's Investor Relations department.
Phone: 281-210-5321
Email: info@newfield.com
SOURCE Newfield Exploration Company
OKLAHOMA CITY, May 5, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2016 first quarter. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "Chesapeake is delivering on all four of the focus points for 2016 that we stated in February: maximizing liquidity, optimizing our portfolio, increasing cash flow and reducing debt. We are pleased this morning to announce approximately $500 million of incremental asset sales above the $700 million we announced in late February. The STACK acreage sale we are announcing today accelerates value from a portion of our undeveloped acreage that currently generates very little cash flow, giving us the ability to enhance current liquidity. This transaction contributes substantially to achieving our previously announced target of an incremental $500 million to $1 billion of asset sales by year-end. We anticipate subsequent divestitures during the second and third quarters.
"Our cash costs continue to decline, and we remain sharply focused on improving our margins through continued progress with our midstream and downstream partners. As a result, we have recognized incremental improvements in both our production expense and our total gathering, processing and transportation expenses and revised our 2016 guidance accordingly. Additionally, since January 1, 2016, we have reduced debt that matures or can be put to us in 2017 by approximately $282 million. Our recently amended revolving credit facility agreement gives us sufficient liquidity and capacity to pursue additional reductions of our near-term maturities as opportunities arise."
2016 First Quarter Results
For the 2016 first quarter, Chesapeake reported a net loss available to common stockholders of $964 million, or $1.44 per fully diluted share. The primary driver of the net loss was a noncash impairment of the carrying value of Chesapeake's oil and natural gas properties of approximately $853 million, largely resulting from decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices as of March 31, 2016, compared to December 31, 2015. Adjusting for items that are typically excluded by securities analysts, including the impairment discussed above, the 2016 first quarter adjusted net loss available to common stockholders was $120 million, or $0.10 per fully diluted share. Reconciliations of financial measures calculated in accordance with generally accepted accounting principles to adjusted measures that are typically calculated by securities analysts are provided on pages 10 – 12 of this release.
Chesapeake's 2016 first quarter revenues declined by 39% year over year, primarily due to a decrease in the average realized commodity prices received for its production. Revenue declines due to lower commodity prices were partially offset by improvements to the company's production expenses and general and administrative (G&A) expenses. Average daily production for the 2016 first quarter of approximately 672,400 barrels of oil equivalent (boe) increased 1%, adjusted for asset sales, and consisted of approximately 95,700 barrels (bbls) of oil, 3.036 billion cubic feet (bcf) of natural gas and 70,700 bbls of natural gas liquids (NGL).
Chesapeake's cash expenses continue to decline due to its focus on cost discipline. Average production expenses during the 2016 first quarter were $3.36 per boe, a decrease of 31% from the 2015 first quarter. G&A expenses (including stock-based compensation) during the 2016 first quarter were $0.79 per boe, a decrease of 13% from the 2015 first quarter. Sequentially, the company's 2016 first quarter production expenses per boe and G&A expenses per boe (including stock-based compensation) declined 7% and 23%, respectively, compared to the 2015 fourth quarter. As a result of the company's cost reductions, Chesapeake has lowered its full-year 2016 guidance for production expenses.
Capital Spending Overview
Chesapeake's total capital investments were approximately $365 million during the 2016 first quarter, compared to approximately $1.5 billion in the 2015 first quarter, as summarized in the table below. A summary of the company's guidance for 2016 is provided in the Outlook dated May 5, 2016, beginning on Page 13.
2016 |
2015 |
2015 | ||||
Activity Comparison |
Q1 |
Q4 |
Q1 | |||
Average operated rig count |
8 |
14 |
54 | |||
Gross wells completed |
57 |
85 |
261 | |||
Gross wells spud |
41 |
66 |
244 | |||
Gross wells connected |
80 |
100 |
262 | |||
Type of Cost ($ in millions) |
||||||
Drilling and completion costs |
$ |
281 |
$ |
405 |
$ |
1,300 |
Exploration costs and additions to other PP&E |
16 |
55 |
63 | |||
Subtotal capital expenditures |
$ |
297 |
$ |
460 |
$ |
1,363 |
Capitalized interest |
68 |
88 |
123 | |||
Total capital expenditures |
$ |
365 |
$ |
548 |
$ |
1,486 |
Balance Sheet and Liquidity
As of March 31, 2016, Chesapeake's debt principal balance was approximately $9.4 billion, including approximately $367 million of borrowings outstanding on the company's $4.0 billion revolving credit facility, compared to $9.7 billion as of December 31, 2015, and $11.5 billion as of March 31, 2015. Since January 1, 2016, the company retired its 3.25% Senior Notes due March 15, 2016, and has repurchased or exchanged approximately $282 million of debt due or putable in 2017 at an average discount of approximately 39%.
In April, Chesapeake amended its $4.0 billion revolving credit facility maturing in 2019 to reaffirm its borrowing base, restructure financial covenants and increase its ability to issue secured debt. Under the new amendment, Chesapeake agreed to pledge additional assets as collateral. As part of the amendment, the next scheduled borrowing base redetermination review has been postponed until June 2017. Letters of credit issued under the credit facility were approximately $619 million as of March 31, 2016, which included a $461 million supersedeas bond supporting the company's appeal of the judgment issued in 2015 with respect to the company's 2019 Notes litigation.
Asset Divestitures Update
In 2016, Chesapeake has closed or has under signed sales agreements approximately $1.2 billion in gross proceeds from asset divestitures, or approximately $950 million in net proceeds after certain related repurchases of Volumetric Production Payment (VPP) obligations are met. Transactions signed since February 2016 include the sale of a portion of the company's acreage and producing properties in its STACK play in northern Oklahoma for approximately $470 million to Newfield Exploration Company (NYSE: NFX). Included in the sale are approximately 42,000 net acres and 400 producing wells which are currently producing 3,800 boe per day (approximately 55% liquids), net to Chesapeake. Substantially all of the company's announced asset divestitures are expected to close by the end of the third quarter. For the expected $950 million in net proceeds currently closed or signed in 2016, the net impact to the company's production is projected to be a reduction of approximately 35,000 boe per day (approximately 60% natural gas).
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2016 first quarter as compared to results in prior periods.
Three Months Ended | |||||||||
03/31/16 |
12/31/15 |
03/31/15 | |||||||
Oil equivalent production (in mmboe) |
61 |
61 |
62 |
||||||
Oil production (in mmbbls) |
9 |
9 |
11 |
||||||
Average realized oil price ($/bbl)(a) |
37.74 |
64.04 |
65.73 |
||||||
Natural gas production (in bcf) |
276 |
268 |
264 |
||||||
Average realized natural gas price ($/mcf)(a) |
2.29 |
2.35 |
3.67 |
||||||
NGL production (in mmbbls) |
6 |
7 |
7 |
||||||
Average realized NGL price ($/bbl)(a) |
11.44 |
14.07 |
18.40 |
||||||
Production expenses ($/boe) |
(3.36) |
(3.62) |
(4.84) |
||||||
Gathering, processing and transportation expenses ($/boe) |
(7.88) |
(11.34) |
(7.40) |
||||||
Production taxes ($/boe) |
(0.30) |
(0.19) |
(0.45) |
||||||
General and administrative expenses ($/boe)(b) |
(0.66) |
(0.84) |
(0.72) |
||||||
Stock-based compensation ($/boe) |
(0.13) |
(0.18) |
(0.19) |
||||||
DD&A of oil and natural gas properties ($/boe) |
(4.43) |
(5.37) |
(11.08) |
||||||
DD&A of other assets ($/boe) |
(0.48) |
(0.50) |
(0.57) |
||||||
Interest expenses ($/boe)(a) |
(0.98) |
(1.70) |
(0.98) |
||||||
Marketing, gathering and compression net margin ($ in millions)(c) |
18 |
2 |
(25) |
||||||
Operating cash flow ($ in millions)(d) |
263 |
386 |
882 |
||||||
Operating cash flow ($/boe) |
4.29 |
6.35 |
14.29 |
||||||
Adjusted ebitda ($ in millions)(e) |
282 |
298 |
928 |
||||||
Adjusted ebitda ($/boe) |
4.61 |
4.90 |
15.02 |
||||||
Net loss available to common stockholders ($ in millions) |
(964) |
(2,228) |
(3,782) |
||||||
Earnings (loss) per share – diluted ($) |
(1.44) |
(3.36) |
(5.72) |
||||||
Adjusted net income (loss) available to common stockholders ($ in millions)(f) |
(120) |
(168) |
42 |
||||||
Adjusted earnings (loss) per share – diluted ($) |
(0.10) |
(0.16) |
0.11 |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. |
(b) |
Excludes expenses associated with stock-based compensation and restructuring and other termination costs. |
(c) |
Includes revenue, operating expenses and $20 million, $5 million and a nominal amount of unrealized gains on supply contract derivatives for the three months ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively. Excludes depreciation and amortization of other assets. |
(d) |
Defined as cash flow provided by operating activities before changes in assets and liabilities. |
(e) |
Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 12. |
(f) |
Defined as net income available to common stockholders, as adjusted to remove the effects of certain items detailed on page 10. |
2016 First Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Thursday, May 5, 2016, at 9:00 am EDT. The telephone number to access the conference call is 913-981-5571 or toll-free 888-211-7449. The passcode for the call is 8725419. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 8725419. The conference call will also be webcast live at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 13th largest producer of oil and natural gas liquids in the United States. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the U.S. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms or at all; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; a further downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges of our spin-off of Seventy Seven Energy Inc. (SSE) in the event of a bankruptcy of SSE; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock and preferred stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
($ in millions, except per share data) | ||||||||
(unaudited) | ||||||||
Three Months Ended March 31, | ||||||||
2016 |
2015 | |||||||
REVENUES: |
||||||||
Oil, natural gas and NGL |
$ |
993 |
$ |
1,543 |
||||
Marketing, gathering and compression |
960 |
1,675 |
||||||
Total Revenues |
1,953 |
3,218 |
||||||
OPERATING EXPENSES: |
||||||||
Oil, natural gas and NGL production |
206 |
299 |
||||||
Oil, natural gas and NGL gathering, processing and transportation |
482 |
458 |
||||||
Production taxes |
18 |
28 |
||||||
Marketing, gathering and compression |
942 |
1,700 |
||||||
General and administrative |
48 |
56 |
||||||
Restructuring and other termination costs |
— |
(10) |
||||||
Provision for legal contingencies |
22 |
25 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
271 |
684 |
||||||
Depreciation and amortization of other assets |
29 |
35 |
||||||
Impairment of oil and natural gas properties |
853 |
4,976 |
||||||
Impairments of fixed assets and other |
38 |
4 |
||||||
Net (gains) losses on sales of fixed assets |
(4) |
3 |
||||||
Total Operating Expenses |
2,905 |
8,258 |
||||||
LOSS FROM OPERATIONS |
(952) |
(5,040) |
||||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(62) |
(51) |
||||||
Losses on investments |
— |
(7) |
||||||
Loss on sale of investment |
(10) |
— |
||||||
Gains on purchases or exchanges of debt |
100 |
— |
||||||
Other income |
3 |
6 |
||||||
Total Other Income (Expense) |
31 |
(52) |
||||||
LOSS BEFORE INCOME TAXES |
(921) |
(5,092) |
||||||
INCOME TAX BENEFIT: |
||||||||
Current income taxes |
— |
— |
||||||
Deferred income taxes |
— |
(1,372) |
||||||
Total Income Tax Benefit |
— |
(1,372) |
||||||
NET LOSS |
(921) |
(3,720) |
||||||
Net income attributable to noncontrolling interests |
— |
(19) |
||||||
NET LOSS ATTRIBUTABLE TO CHESAPEAKE |
(921) |
(3,739) |
||||||
Preferred stock dividends |
(43) |
(43) |
||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(964) |
$ |
(3,782) |
||||
LOSS PER COMMON SHARE: |
||||||||
Basic |
$ |
(1.44) |
$ |
(5.72) |
||||
Diluted |
$ |
(1.44) |
$ |
(5.72) |
||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||
Basic |
668 |
661 |
||||||
Diluted |
668 |
661 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
March 31, 2016 |
December 31, 2015 | |||||||
Cash and cash equivalents |
$ |
16 |
$ |
825 |
||||
Other current assets |
1,476 |
1,655 |
||||||
Total Current Assets |
1,492 |
2,480 |
||||||
Property and equipment, (net) |
13,291 |
14,298 |
||||||
Other assets |
574 |
536 |
||||||
Total Assets |
$ |
15,357 |
$ |
17,314 |
||||
Current liabilities |
$ |
2,833 |
$ |
3,685 |
||||
Long-term debt, net |
10,062 |
10,311 |
||||||
Other long-term liabilities |
891 |
921 |
||||||
Total Liabilities |
13,786 |
14,917 |
||||||
Preferred stock |
3,036 |
3,062 |
||||||
Noncontrolling interests |
260 |
259 |
||||||
Common stock and other stockholders' equity |
(1,725) |
(924) |
||||||
Total Equity |
1,571 |
2,397 |
||||||
Total Liabilities and Equity |
$ |
15,357 |
$ |
17,314 |
||||
Common shares outstanding (in millions) |
683 |
663 |
||||||
Principal amount of debt outstanding |
$ |
9,425 |
$ |
9,706 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE | ||||||||
(unaudited) | ||||||||
Three Months Ended March 31, | ||||||||
2016 |
2015 | |||||||
Net Production: |
||||||||
Oil (mmbbl) |
9 |
11 |
||||||
Natural gas (bcf) |
276 |
264 |
||||||
NGL (mmbbl) |
6 |
7 |
||||||
Oil equivalent (mmboe) |
61 |
62 |
||||||
Oil, natural gas and NGL Sales ($ in millions): |
||||||||
Oil sales |
$ |
255 |
$ |
486 |
||||
Oil derivatives – realized gains (losses)(a) |
73 |
235 |
||||||
Oil derivatives – unrealized gains (losses)(a) |
(72) |
(110) |
||||||
Total Oil Sales |
256 |
611 |
||||||
Natural gas sales |
483 |
770 |
||||||
Natural gas derivatives – realized gains (losses)(a) |
150 |
200 |
||||||
Natural gas derivatives – unrealized gains (losses)(a) |
30 |
(164) |
||||||
Total Natural Gas Sales |
663 |
806 |
||||||
NGL sales |
74 |
126 |
||||||
Total NGL Sales |
74 |
126 |
||||||
Total Oil, Natural Gas and NGL Sales |
$ |
993 |
$ |
1,543 |
||||
Average Sales Price – excluding gains (losses) on derivatives: |
||||||||
Oil ($ per bbl) |
$ |
29.34 |
$ |
44.33 |
||||
Natural gas ($ per mcf) |
$ |
1.75 |
$ |
2.92 |
||||
NGL ($ per bbl) |
$ |
11.44 |
$ |
18.40 |
||||
Oil equivalent ($ per boe) |
$ |
13.28 |
$ |
22.36 |
||||
Average Sales Price – including realized gains (losses) on derivatives: |
||||||||
Oil ($ per bbl) |
$ |
37.74 |
$ |
65.73 |
||||
Natural gas ($ per mcf) |
$ |
2.29 |
$ |
3.67 |
||||
NGL ($ per bbl) |
$ |
11.44 |
$ |
18.40 |
||||
Oil equivalent ($ per boe) |
$ |
16.93 |
$ |
29.40 |
||||
Interest Expense ($ in millions): |
||||||||
Interest(b) |
$ |
62 |
$ |
62 |
||||
Interest rate derivatives – realized (gains) losses(c) |
(3) |
(1) |
||||||
Interest rate derivatives – unrealized (gains) losses(c) |
3 |
(10) |
||||||
Total Interest Expense |
$ |
62 |
$ |
51 |
(a) |
Realized gains and losses include the following items: (i) settlements of nondesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains and losses include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(b) |
Net of amounts capitalized. |
(c) |
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
March 31, 2016 |
March 31, 2015 | ||||||
Beginning cash |
$ |
825 |
$ |
4,108 |
||||
Net cash provided by (used in) operating activities |
(421) |
423 |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(265) |
(1,306) |
||||||
Acquisitions of proved and unproved properties(b) |
(67) |
(128) |
||||||
Proceeds from divestitures of proved and unproved properties |
62 |
21 |
||||||
Additions to other property and equipment(c) |
(10) |
(58) |
||||||
Proceeds from sales of other property and equipment |
9 |
2 |
||||||
Other |
(2) |
(3) |
||||||
Net cash used in investing activities |
(273) |
(1,472) |
||||||
Net cash used in financing activities |
(115) |
(152) |
||||||
Change in cash and cash equivalents |
(809) |
(1,201) |
||||||
Ending cash |
$ |
16 |
$ |
2,907 |
(a) |
Includes capitalized interest of $2 million and $11 million for the three months ended March 31, 2016 and 2015, respectively. |
(b) |
Includes capitalized interest of $64 million and $109 million for the three months ended March 31, 2016 and 2015, respectively. |
(c) |
Includes capitalized interest of $1 million and $1 million for the three months ended March 31, 2016 and 2015, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||||||
($ in millions, except per share data) | ||||||||||||
(unaudited) | ||||||||||||
THREE MONTHS ENDED: |
March 31, 2016 |
December 31, 2015 |
March 31, 2015 | |||||||||
Net loss available to common stockholders |
$ |
(964) |
$ |
(2,228) |
$ |
(3,782) |
||||||
Weighted average common and common equivalent shares outstanding (a) |
668 |
663 |
661 |
|||||||||
Loss per common share (diluted) |
(1.44) |
(3.36) |
(5.72) |
|||||||||
Adjustments, net of tax: |
||||||||||||
Unrealized losses on commodity and interest rate derivatives |
45 |
41 |
192 |
|||||||||
Unrealized gains on supply contract derivatives |
(20) |
(4) |
— |
|||||||||
Restructuring and other termination costs |
— |
(2) |
(7) |
|||||||||
Provision for legal contingencies |
22 |
(5) |
18 |
|||||||||
Impairment of oil and natural gas properties |
853 |
2,183 |
3,635 |
|||||||||
Impairments of fixed assets and other |
38 |
21 |
3 |
|||||||||
Net (gains) losses on sales of fixed assets |
(4) |
1 |
2 |
|||||||||
Impairment of investment |
— |
41 |
— |
|||||||||
Loss on sale of investment |
10 |
— |
— |
|||||||||
Gains on purchases or exchanges of debt |
(100) |
(215) |
— |
|||||||||
Tax rate adjustment |
— |
— |
(17) |
|||||||||
Other |
— |
(1) |
(2) |
|||||||||
Adjusted net income (loss) available to common stockholders(b) |
$ |
(120) |
$ |
(168) |
$ |
42 |
||||||
Preferred stock dividends |
43 |
43 |
43 |
|||||||||
Total adjusted net income (loss) attributable to Chesapeake |
$ |
(77) |
$ |
(125) |
$ |
85 |
||||||
Weighted average fully diluted shares outstanding (in millions)(c) |
781 |
777 |
776 |
|||||||||
Adjusted earnings (loss) per share assuming dilution(b) |
$ |
(0.10) |
$ |
(0.16) |
$ |
0.11 |
(a) |
Weighted average common and common equivalent shares outstanding do not include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. | |
(b) |
Adjusted net income and adjusted earnings per share assuming dilution are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or diluted earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share assuming dilution exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: | |
(i) |
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(c) |
Weighted average fully diluted shares outstanding include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||||||
($ in millions) | ||||||||||||
(unaudited) | ||||||||||||
THREE MONTHS ENDED: |
March 31, 2016 |
December 31, 2015 |
March 31, 2015 | |||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(421) |
$ |
179 |
$ |
423 |
||||||
Changes in assets and liabilities |
684 |
207 |
459 |
|||||||||
OPERATING CASH FLOW(a) |
$ |
263 |
$ |
386 |
$ |
882 |
||||||
THREE MONTHS ENDED: |
March 31, 2016 |
December 31, 2015 |
March 31, 2015 | |||||||||
NET LOSS |
$ |
(921) |
$ |
(2,185) |
$ |
(3,720) |
||||||
Interest expense |
62 |
107 |
51 |
|||||||||
Income tax benefit |
— |
(649) |
(1,372) |
|||||||||
Depreciation and amortization of other assets |
29 |
30 |
35 |
|||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
271 |
326 |
684 |
|||||||||
EBITDA(b) |
$ |
(559) |
$ |
(2,371) |
$ |
(4,322) |
||||||
THREE MONTHS ENDED: |
March 31, 2016 |
December 31, 2015 |
March 31, 2015 | |||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ |
(421) |
$ |
179 |
$ |
423 |
||||||
Changes in assets and liabilities |
684 |
207 |
459 |
|||||||||
Interest expense, net of unrealized gains (losses) on derivatives |
59 |
104 |
61 |
|||||||||
Gains on commodity derivatives, net |
181 |
284 |
161 |
|||||||||
Gains on supply contract derivative, net |
20 |
5 |
— |
|||||||||
Cash receipts on commodity derivative settlements, net |
(267) |
(273) |
(413) |
|||||||||
Stock-based compensation |
(12) |
(17) |
(23) |
|||||||||
Restructuring and other termination costs |
— |
3 |
10 |
|||||||||
Provision for legal contingencies |
(22) |
19 |
(25) |
|||||||||
Impairment of oil and natural gas properties |
(853) |
(2,831) |
(4,976) |
|||||||||
Impairments of fixed assets and other |
(33) |
(16) |
(2) |
|||||||||
Net gains (losses) on sales of fixed assets |
4 |
(1) |
(3) |
|||||||||
Investment activity |
(10) |
(92) |
(7) |
|||||||||
Gains on purchases or exchanges of debt |
100 |
304 |
— |
|||||||||
Other items |
11 |
(246) |
13 |
|||||||||
EBITDA(b) |
$ |
(559) |
$ |
(2,371) |
$ |
(4,322) |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. |
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||||||
($ in millions) | ||||||||||||
(unaudited) | ||||||||||||
THREE MONTHS ENDED: |
March 31, 2016 |
December 31, 2015 |
March 31, 2015 | |||||||||
EBITDA |
$ |
(559) |
$ |
(2,371) |
$ |
(4,322) |
||||||
Adjustments: |
||||||||||||
Unrealized losses on commodity derivatives |
42 |
51 |
274 |
|||||||||
Unrealized gains on supply contract derivatives |
(20) |
(5) |
— |
|||||||||
Restructuring and other termination costs |
— |
(3) |
(10) |
|||||||||
Provision for legal contingencies |
22 |
(6) |
25 |
|||||||||
Impairment of oil and natural gas properties |
853 |
2,831 |
4,976 |
|||||||||
Impairments of fixed assets and other |
38 |
27 |
4 |
|||||||||
Net (gains) losses on sales of fixed assets |
(4) |
1 |
3 |
|||||||||
Impairment of investment |
— |
53 |
— |
|||||||||
Loss on sale of investment |
10 |
— |
— |
|||||||||
Gains on purchases or exchanges of debt |
(100) |
(279) |
— |
|||||||||
Net income attributable to noncontrolling interests |
— |
— |
(19) |
|||||||||
Other |
— |
(1) |
(3) |
|||||||||
Adjusted EBITDA(a) |
$ |
282 |
$ |
298 |
$ |
928 |
(a) |
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to ebitda because: | |
(i) |
Management uses adjusted ebitda to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) |
Adjusted ebitda is more comparable to estimates provided by securities analysts. | |
(iii) |
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |
MANAGEMENT'S OUTLOOK AS OF MAY 5, 2016 | |
Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. Changes from the company's February 24, 2016 Outlook are italicized bold below. | |
Year Ending 12/31/2016 | |
Adjusted Production Growth(a) |
(5%) to 0% |
Absolute Production |
|
Liquids - mmbbls |
55 - 59 |
Oil - mmbbls |
34 - 36 |
NGL - mmbbls |
21 - 23 |
Natural gas - bcf |
1,000 - 1,040 |
Total absolute production - mmboe |
222 - 232 |
Absolute daily rate - mboe |
605 - 635 |
Estimated Realized Hedging Effects(b) (based on 5/3/16 strip prices): |
|
Oil - $/bbl |
$3.63 |
Natural gas - $/mcf |
$0.25 |
NGL - $/bbl |
($0.30) |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$2.35 - $2.55 |
Natural gas - $/mcf |
$0.30 - $0.40 |
NGL - $/bbl |
$4.95 - $5.20 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$3.40 - $3.60 |
Gathering, processing and transportation expenses |
$7.60 - $8.10 |
Oil - $/bbl |
$3.75 - $3.95 |
Natural Gas(c) - $/mcf |
$1.40 - $1.50 |
NGL - $/bbl |
$7.60 - $7.85 |
Production taxes |
$0.35 - $0.45 |
General and administrative(d) |
$0.60 - $0.70 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$3.50 - $4.50 |
Depreciation of other assets |
$0.50 - $0.60 |
Interest expense(e) |
$1.05 - $1.15 |
Marketing, gathering and compression net margin(f) |
($20) - ($40) |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(g) |
$1,000 - $1,500 |
Capitalized Interest ($ in millions) |
$260 |
Total Capital Expenditures ($ in millions) |
$1,260 - $1,760 |
(a) |
Based on 2015 production of 623 mboe per day, adjusted for 2015 and 2016 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes a 2016 fourth quarter minimum volume commitment (MVC) shortfall estimate of approximately $165 to $175 million. |
(d) |
Excludes expenses associated with stock-based compensation. |
(e) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(f) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets and unrealized gains (losses) on supply contract derivatives. |
(g) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment and excludes approximately $245 million for the expected repurchase of overriding royalty interests associated with the expected sale of certain of the company's properties. |
Oil, Natural Gas and Natural Gas Liquids Hedging Activities
Chesapeake enters into commodity derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil, natural gas and natural gas liquids derivatives.
As of May 3, 2016, the company had downside protection, through open swaps, on a portion of its remaining 2016 oil production at an average price of $46.32 per bbl. The company had downside price protection, through open swaps, on a portion of its remaining 2016 natural gas production at an average price of $2.71 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its remaining 2016 ethane and propane production at an average price of $0.17 per gallon and $0.46 per gallon, respectively.
The company's crude oil hedging positions as of May 3, 2016 were as follows:
Open Crude Oil Swaps; Gains from Closed | |||||||||||||
Crude Oil Trades and Call Option Premiums | |||||||||||||
Open Swaps (mbbls) |
Avg. NYMEX Price of Open Swaps |
Total Gains from and Premiums for Call Options ($ in millions) | |||||||||||
Q2 2016 |
6,279 |
$ |
45.86 |
$ |
9 | ||||||||
Q3 2016 |
5,980 |
$ |
46.31 |
10 | |||||||||
Q4 2016 |
5,980 |
$ |
46.80 |
10 | |||||||||
Total 2016 (a) |
18,239 |
$ |
46.32 |
$ |
29 | ||||||||
Total 2017 – 2022 |
2,920 |
$ |
42.53 |
$ |
78 |
(a) Certain hedging arrangements include a sold option to extend at an average price of $53.67 per bbl covering 2.2 mmbbls in 2016. Sold options are included with net written call options. |
Crude Oil Net Written Call Options | ||||
Call Options (mbbls) |
Avg. NYMEX Strike Price | |||
Q2 2016 |
3,451 |
$ |
87.25 | |
Q3 2016 |
3,489 |
$ |
87.25 | |
Q4 2016 |
3,488 |
$ |
87.25 | |
Total 2016 |
10,428 |
$ |
87.25 | |
Total 2017 |
5,293 |
$ |
83.50 |
The company's natural gas hedging positions as of May 3, 2016 were as follows:
Open Natural Gas Swaps; Gains (Losses) from Closed | |||||||
Natural Gas Trades and Call Option Premiums | |||||||
Open Swaps (bcf) |
Avg. NYMEX Price of Open Swaps |
Total Losses from Closed Trades and Premiums for Call Options ($ in millions) | |||||
Q2 2016 |
174 |
$ |
2.65 |
$ |
(26) | ||
Q3 2016 |
179 |
$ |
2.69 |
(26) | |||
Q4 2016 |
123 |
$ |
2.84 |
(28) | |||
Total 2016 (a) |
476 |
$ |
2.71 |
$ |
(80) | ||
Total 2017 – 2022 |
73 |
$ |
2.92 |
$ |
(78) |
(a) Certain hedging arrangements include a sold option to extend at an average price of $2.80 per mmbtu covering 77 bcf in 2016. Sold options are included with net written call options. |
Natural Gas Net Written Call Options | ||||
Call Options (bcf) |
Avg. NYMEX Strike Price | |||
Q2 2016 |
45 |
$ |
5.27 | |
Q3 2016 |
45 |
$ |
5.27 | |
Q4 2016 |
46 |
$ |
5.27 | |
Total 2016 |
136 |
$ |
5.27 | |
Total 2017 – 2022 |
114 |
$ |
10.92 | |
Natural Gas Basis Protection Swaps | ||||
Volume (bcf) |
Avg. NYMEX | |||
Q2 2016 |
10 |
$ |
(0.63) | |
Q3 2016 |
12 |
$ |
(0.66) | |
Q4 2016 |
8 |
$ |
(0.58) | |
Total 2016 |
30 |
$ |
(0.63) | |
Total 2017 - 2022 |
24 |
$ |
(0.48) |
The company's natural gas liquids hedging positions as of May 3, 2016 were as follows:
Open Ethane Swaps | ||||
Volume (mmgal) |
Avg. NYMEX | |||
Q2 2016 |
57 |
$ |
0.17 | |
Q3 2016 |
58 |
$ |
0.17 | |
Q4 2016 |
20 |
$ |
0.17 | |
Total 2016 |
135 |
$ |
0.17 | |
Open Propane Swaps | ||||
Volume (mmgal) |
Avg. NYMEX | |||
Q2 2016 |
50 |
$ |
0.46 | |
Q3 2016 |
50 |
$ |
0.46 | |
Q4 2016 |
17 |
$ |
0.46 | |
Total 2016 |
117 |
$ |
0.46 |
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
ir@chk.com |
media@chk.com |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 20, 2016 /PRNewswire/ -- Chesapeake has scheduled to release its 2016 first quarter financial results before market open on Thursday, May 5, 2016. A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT. The telephone number to access the conference call is 913-981-5571 or toll-free 888-211-7449. The passcode for the call is 8725419. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 8725419. The conference call will also be webcast live at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 14th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional natural gas and oil assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
ir@chk.com |
media@chk.com |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, April 11, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced it has amended its $4.0 billion secured revolving credit facility agreement maturing in 2019 with its bank syndicate group. Key attributes include:
Following the recent redetermination review by its bank syndicate group, Chesapeake's senior secured revolving credit facility borrowing base was reaffirmed at $4.0 billion, consistent with current availability. In connection with the redetermination, Chesapeake agreed to pledge additional assets as collateral under the Credit Agreement. As part of the amendment, the next scheduled borrowing base redetermination review has been postponed, and the lenders have agreed not to exercise their interim redetermination right, in each case until June 2017. The amendment includes a collateral value coverage test, which may limit Chesapeake's borrowing capacity if its collateral coverage ratio falls below 1.25x, tested as of March 31, 2017.
The amendment provides temporary covenant relief, with the facility's senior secured leverage ratio suspended until September 2017, then reverting to 3.5x through December 2017 and decreasing to 3.0x thereafter. In addition, the amendment reduces the interest coverage ratio to 0.65x from 1.1x through March 2017, after which it will increase to 0.70x through June 2017, then reverting to 1.2x in September 2017 and to 1.25x thereafter. During the period in which the existing maintenance covenants are suspended, Chesapeake has agreed to maintain a minimum liquidity amount of $500 million at all times, increasing to $750 million if its collateral coverage ratio falls below 1.1x, tested as of December 31, 2016. The amendment also gives Chesapeake the ability to incur up to $2.5 billion of first lien indebtedness secured on a pari passu basis with the existing obligations under the Credit Agreement, subject to payment priority in favor of the existing lenders and subject to the other limitations on junior lien debt set out in the Credit Agreement.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 12th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; write-downs of our oil and natural gas carrying values due to declines in prices; the limitations our level of indebtedness may have on our financial flexibility; the availability of operating cash flow and other funds to finance reserve replacement costs; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; impacts of potential legislative and regulatory actions addressing climate change; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; cyber attacks adversely impacting our operations; and interruption in operations at our headquarters due to a catastrophic event.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
DALLAS, March 8, 2016 /PRNewswire/ -- Members of South Texas' prominent Dilworth family and related owners of mineral rights located on three of the family's Texas ranches are suing Chesapeake Energy Corp. (NYSE: CHK) and the other working interest owners for more than $9.4 million in alleged unpaid or underpaid royalties. The plaintiffs have also sought a declaration as to the termination of the three leases in question.
The lawsuit filed in state district court in McMullen County accuses Chesapeake of breach of contract and other claims involving oil and gas leases on Dilworth family ranches covering about 15,900 acres and including 85 producing wells in the heart of the Eagle Ford shale.
"As oil prices fall, we've seen more sensitivity to post-production costs, price selection, volume measurements, and other lease-administration issues. This case is just one of many that fit the same description," says Daniel Charest of Burns Charest LLP in Dallas, who represents the plaintiffs. "Based on Chesapeake's conduct, my clients are within their rights to terminate these leases, and they're prepared to do just that if necessary."
The lawsuit alleges Chesapeake paid insufficient royalties based on contractual pricing and production volumes and violated specific lease terms prohibiting deductions for production costs. The plaintiffs also say the company failed to deposit the full royalty payments into escrow in the event of a dispute. Some of the alleged breaches could lead to termination of the leases.
The case is Dilworth v. Chesapeake Operating, LLC, et al., No. M-16-0011-CV-C, in the 343rd District Court.
The attorneys at Burns Charest have years of experience in complex oil and gas royalty disputes. In late 2015, the firm secured a favorable, confidential settlement for members of the Bass family in Fort Worth as part of a separate lawsuit against Chesapeake over unpaid oil and gas royalties in north Texas.
Burns Charest is a Dallas and New Orleans-based trial law firm with a national practice representing consumers and businesses. The firm represents clients in large, complex class actions; antitrust claims; oil and gas royalty disputes; environmental pollution cases; and asbestos exposure claims. To learn more, visit http://www.burnscharest.com.
For more information on Burns Charest LLP please contact Mark Annick at 800-559-4534 or mark@androvett.com.
SOURCE Burns Charest LLP
NEW YORK, March 2, 2016 /PRNewswire/ -- Pomerantz LLP is investigating claims on behalf of investors of Chesapeake Energy Corporation ("Chesapeake Energy" or the "Company") (NYSE: CHK). Such investors are advised to contact Robert S. Willoughby at rswilloughby@pomlaw.com or 888-476-6529, ext. 9980.
The investigation concerns whether Chesapeake Energy and certain of its officers and/or directors have violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.
On March 1, 2016, a federal grand jury indicted Chesapeake Energy's former chief executive officer Aubrey McClendon on charges of conspiring with an unnamed company to rig the price of oil and gas leases in Oklahoma. The indictment alleged that McClendon orchestrated a campaign to keep bid prices down from 2007 to 2012, while he was CEO of Chesapeake Energy, amid a land-leasing boom across the U.S.
On this news, Chesapeake Energy stock has fallen as much as $0.14, or more than 5%, to $2.62 during intraday trading on March 2, 2016.
The Pomerantz Firm, with offices in New York, Chicago, Los Angeles, and Florida, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com.
CONTACT:
Robert S. Willoughby
Pomerantz LLP
rswilloughby@pomlaw.com
SOURCE Pomerantz LLP
OKLAHOMA CITY, Feb. 24, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today provided financial and operational guidance for 2016 and reported financial and operational results for the 2015 full year and fourth quarter. Highlights include:
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "In light of the challenging commodity price environment, our focus for 2016 is to improve our liquidity, further reduce our cost structure and address our near-term debt maturities to strengthen our balance sheet. Our tactical focus areas remain asset divestitures, of which we are pleased to have approximately $500 million in net proceeds closed or under signed sales agreements, liability management and open market purchases of our bonds. We are also renegotiating gathering, transportation and processing contracts to better align with our current development plans and market conditions, aggressively working to minimize the decline of our base production and making shorter-cycle investments with our 2016 capital program. We have set our initial capital program for the year at $1.3 to $1.8 billion, including capitalized interest, and will remain flexible to raise or lower based on commodity prices."
2016 Capital Program and Production Outlook
Chesapeake is budgeting total capital expenditures (including capitalized interest) of $1.3 to $1.8 billion for 2016. Using the midpoint of the range, this represents a 57% reduction from the company's 2015 total capital expenditures of $3.6 billion. The company's planned 2016 capital program will be focused on shorter cash cycle projects that generate positive rates of return in today's commodity price environment and in mitigation of the company's commitment obligations. As a result, Chesapeake's planned 2016 capital program will be dedicated to more completions and less drilling, with total completion spending representing approximately 70% of the company's total drilling and completion program. This program, combined with the improving quality of the company's operations, its capital efficiency and lower service costs will provide incrementally positive economics, even in today's commodity price environment.
In 2016, Chesapeake plans to place approximately 330 to 370 wells on production, resulting in total production that declines approximately 0% to 5% compared to 2015, after adjusting for asset sales. At February 23, 2016, the company had approximately $700 million in asset divestitures that had closed or that signed and are expected to close between now and the end of the 2016 second quarter. The company expects that these asset sales will result in lower production of approximately 31,000 barrels of oil equivalent (boe) per day of production in 2016. The planned divestiture of certain of the company's Granite Wash assets in Western Oklahoma and the Texas Panhandle requires Chesapeake to repurchase the overriding royalty interests related to three of the company's previous volumetric production payment transactions for approximately $200 million. As a result, the projected net impact to the company's full year 2016 production will be a reduction of approximately 25,000 boe per day.
In addition, to help improve the company's cash flow and provide protection against lower commodity prices, Chesapeake has hedged more than 590 billion cubic feet of its projected 2016 natural gas production at approximately $2.84 per mcf and more than 19 million barrels of its projected 2016 oil production at approximately $47.79 per barrel. A summary of the company's planned 2016 capital program is shown below in the "Capital Spending and Cost Overview" section, while the company's 2016 forecasted production volumes are provided in the Outlook dated February 24, 2016.
2015 Full Year Results
For the 2015 full year, Chesapeake reported a net loss available to common stockholders of $14.856 billion, or $22.43 per fully diluted share. Items typically excluded by securities analysts in their earnings estimates reduced net income available to common stockholders for the 2015 full year by approximately $14.527 billion. The primary sources of this reduction were quarterly noncash impairments of the carrying value of Chesapeake's oil and natural gas properties largely resulting from significant decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices used in the company's impairment calculations. Adjusting for these items, 2015 full year adjusted net loss available to common stockholders was $329 million, or $0.20 per fully diluted share, compared to adjusted net income available to common stockholders of $957 million, or $1.49 per fully diluted share, for the 2014 full year.
Adjusted ebitda was $2.385 billion for the 2015 full year, compared to $4.945 billion for the 2014 full year. Operating cash flow, which is defined as cash flow provided by operating activities before changes in assets and liabilities, was $2.268 billion for the 2015 full year, compared to $5.146 billion for the 2014 full year. The year-over-year decreases in adjusted ebitda and operating cash flow were primarily the result of lower realized oil, natural gas and natural gas liquid (NGL) prices and lower production volumes, partially offset by higher realized hedging gains and lower production expenses, general and administrative (G&A) expenses and production taxes. Realized hedging gains on the company's oil and gas production resulted in additional revenues of approximately $1.3 billion for the 2015 full year, on a pre-tax basis, compared to realized hedging losses of approximately $375 million for the 2014 full year.
Adjusted net income available to common stockholders, operating cash flow, ebitda and adjusted ebitda are non-GAAP financial measures. Reconciliations of these measures to comparable financial measures calculated in accordance with generally accepted accounting principles are provided in this release.
Chesapeake's daily production for the 2015 full year averaged 679,200 barrels of oil equivalent (boe), a year-over-year increase of 8%, adjusted for asset sales. Average daily production consisted of approximately 114,000 barrels (bbls) of oil, 2.9 billion cubic feet (bcf) of natural gas and 76,700 bbls of NGL. Adjusted for asset sales, 2015 full year average daily oil production increased 7%, average daily natural gas production increased 7% and average daily NGL production increased 14%.
2015 Fourth Quarter Financial Results
For the 2015 fourth quarter, Chesapeake reported a net loss available to common stockholders of $2.228 billion, or $3.36 per fully diluted share. Items typically excluded by securities analysts in their earnings estimates reduced 2015 fourth quarter net income by approximately $2.060 billion. The primary source of this reduction was a noncash impairment of the carrying value of Chesapeake's oil and natural gas properties largely resulting from significant decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices as of December 31, 2015, compared to September 30, 2015. Adjusting for these items, the 2015 fourth quarter net loss available to common stockholders was $168 million, or $0.16 per fully diluted share, which compares to adjusted net income available to common stockholders of $34 million, or $0.11 per fully diluted share, in the 2014 fourth quarter.
Adjusted ebitda was $298 million in the 2015 fourth quarter, compared to $916 million in the 2014 fourth quarter. Operating cash flow was $386 million in the 2015 fourth quarter, compared to $993 million in the 2014 fourth quarter. The year-over-year decreases in adjusted ebitda and operating cash flow were primarily the result of lower realized oil, natural gas and NGL prices and lower production volumes, partially offset by higher realized hedging gains and lower production expenses, G&A expenses and production taxes. Realized hedging gains on the company's oil and gas production resulted in additional revenues of approximately $334 million for the 2015 fourth quarter, on a pre-tax basis, compared to realized hedging gains of approximately $133 million for the 2014 fourth quarter.
Adjusted net income available to common stockholders, operating cash flow, ebitda and adjusted ebitda are non-GAAP financial measures. Reconciliations of these measures to comparable financial measures calculated in accordance with generally accepted accounting principles are provided in this release.
Chesapeake's daily production for the 2015 fourth quarter averaged approximately 661,100 boe, a year-over-year increase of 1% adjusted for asset sales. Average daily production in the 2015 fourth quarter consisted of approximately 100,700 bbls of oil, 2.9 bcf of natural gas and 75,600 bbls of NGL. Adjusted for asset sales, 2015 fourth quarter average daily oil production decreased 7%, average daily natural gas production increased 3% and average daily NGL production increased 4%.
Capital Spending and Cost Overview
Chesapeake's drilling and completion capital expenditures during the 2015 full year were approximately $3.0 billion, and capital expenditures for the acquisition of unproved properties, geological and geophysical costs and other property, plant and equipment were approximately $231 million, for a total of approximately $3.2 billion, within the company's forecasted range of $3.0 to $3.5 billion. Total capital expenditures, including capitalized interest of $424 million, were approximately $3.6 billion, compared to $6.7 billion in 2014, and are reconciled below. Chesapeake's total capital expenditures, including capitalized interest of $88 million, were approximately $548 million in the 2015 fourth quarter compared to approximately $1.8 billion in the 2014 fourth quarter.
2014 |
2015 |
2016 | |||||||||||
Activity Comparison |
Q4 |
FY |
Q4 |
FY |
Outlook | ||||||||
Average operated rig count |
67 |
64 |
14 |
28 |
4 - 7 | ||||||||
Gross wells completed |
341 |
1,169 |
85 |
547 |
280 - 350 | ||||||||
Gross wells spud |
308 |
1,173 |
66 |
499 |
85 - 125 | ||||||||
Gross wells connected |
311 |
1,148 |
100 |
650 |
330 - 370 | ||||||||
Type of Cost ($ in millions) |
|||||||||||||
Drilling and completion costs |
$ |
1,370 |
$ |
4,470 |
$ |
405 |
$ |
2,959 |
$800 - 1,300 | ||||
Other exploration and development costs and PP&E |
252 |
669 |
55 |
231 |
200 | ||||||||
Subtotal capital expenditures |
$ |
1,622 |
$ |
5,139 |
$ |
460 |
$ |
3,190 |
$1,000 - 1,500 | ||||
Capitalized interest |
134 |
637 |
88 |
424 |
300 | ||||||||
PRB property exchange |
— |
450 |
— |
— |
— | ||||||||
Sale leasebacks |
25 |
499 |
— |
— |
— | ||||||||
Total capital expenditures |
$ |
1,781 |
$ |
6,725 |
$ |
548 |
$ |
3,614 |
$1,300 - 1,800 |
Chesapeake's focus on cost discipline continued to generate reductions in production and G&A expenses. Production expenses during the 2015 full year were $4.22 per boe, while G&A expenses (including stock-based compensation) during the 2015 full year were $0.95 per boe. Combined production expenses and G&A expenses (including stock-based compensation) during the 2015 full year decreased 13% compared to the 2014 full year.
Average production expenses during the 2015 fourth quarter were $3.62 per boe, a decrease of 29% from the 2014 fourth quarter. G&A expenses (including stock-based compensation) during the 2015 fourth quarter were $1.02 per boe, a decrease of 26% from the 2014 fourth quarter. A summary of the company's guidance for 2016 is provided in the Outlook dated February 24, 2016.
Balance Sheet and Liquidity
Chesapeake made significant debt reductions in 2015, with total principal debt balances down to approximately $9.7 billion at year-end 2015 compared to approximately $11.8 billion at year-end 2014. In November 2015, the company repurchased $394 million of its 2.75% cumulative convertible senior notes due 2035. In December 2015, the company privately exchanged new 8.00% senior secured second lien notes due 2022 (second lien notes) for certain outstanding senior unsecured notes (existing notes). Approximately $3.9 billion of the existing notes were validly tendered in exchange for approximately $2.4 billion of the second lien notes. In addition, since September 30, 2015, the company has repurchased, for cash, approximately $240 million of 3.25% senior notes due March 2016 at an average discount of approximately 5% and approximately $60 million of debt due in 2017 (including convertible debt) at an average discount of approximately 45%.
As of February 23, 2016, Chesapeake's debt principal balance was approximately $9.5 billion, and the company's near-term liquidity consisted of over $300 million in cash and a $4 billion revolving credit facility, which was undrawn (other than letters of credit issued thereunder with the aggregate face amount of approximately $77 million). The company plans to repay the remaining balance of its 3.25% senior notes due March 2016 with available liquidity and expects to continue to take advantage of the significant discounts in the prices of its debt securities in 2016.
Midstream Transportation Update
In February 2016, Chesapeake amended certain of its firm transportation agreements in its Haynesville, Barnett and Eagle Ford operating areas which reduced the company's firm transportation volume commitments and fees. The company estimates a benefit of approximately $50 million in lower unused demand charges for its underutilized capacity and lower transportation fees in 2016, which equates to an approximate $0.06 per mcf improvement in the company's total transportation expenses for natural gas. These benefits have been included in the company's cost guidance provided in the Outlook dated February 24, 2016. Chesapeake continues to seek to modify additional gathering, processing and transportation agreements with its midstream service providers resulting in mutually beneficial solutions in 2016.
Operational Results
Eagle Ford Shale (South Texas): Eagle Ford net production averaged approximately 97 thousand barrels of oil equivalent (mboe) per day (210 gross operated mboe per day) during the 2015 fourth quarter, a decrease of 10% sequentially. Production during the 2015 fourth quarter was impacted by plant downtime that averaged 2 mboe per day. Average completed well costs to date in 2015 (through October) are $5.4 million with an average completed lateral length of 6,250 feet and 23 frac stages, compared to the full-year 2014 average completed well cost of $5.9 million with an average completed lateral length of 5,850 feet and 18 frac stages. The company placed 18 wells on production during the 2015 fourth quarter, compared to 123 wells in the 2014 fourth quarter, and plans to place approximately 170 to 180 wells on production in 2016. Chesapeake's operated rig count in the Eagle Ford averaged three rigs in the 2015 fourth quarter, and the company anticipates releasing all operated rigs in the area by June.
Haynesville and Bossier Shales (Northwest Louisiana): Haynesville net production averaged approximately 609 million cubic feet of natural gas (mmcf) per day (972 gross operated mmcf per day) during the 2015 fourth quarter, a decrease of 4% sequentially. Average completed well costs to date in 2015 (through October) are $7.7 million with an average completed lateral length of 5,350 feet and 17 frac stages, compared to the full-year 2014 average completed well cost of $8.4 million with an average completed lateral length of 4,900 feet and 14 frac stages. Longer completed laterals continue to generate significant efficiencies with equivalent per foot of lateral production, evidenced by the company's first well in the area with a completed lateral length of more than 10,000 feet, the PE 36&25-15-15 1H ALT, which reached a peak rate of 25.0 mmcf per day with a flowing tubing pressure of 7,200 psi. The company placed 13 wells on production during the 2015 fourth quarter, compared to 18 wells in the 2014 fourth quarter, and plans to place approximately 50 to 60 wells on production in 2016. Operated rig count in the Haynesville averaged six rigs in the 2015 fourth quarter, and the company anticipates utilizing up to three operated rigs in the area in 2016.
Mid-Continent: Oklahoma STACK (Northwest and Central Oklahoma): The company has completed three wells targeting the Meramec formation with highly encouraging results. The first two wells, the Rouce 4-17-10 1H and Wittrock 16-16-9 1H, reached peak production of approximately 1,010 bbls of oil per day (1,260 boe per day) and 1,500 bbls of oil per day (2,240 boe per day), respectively. The company's third well, the Stangl 36-16-9 1H, has reached 1,241 bbls of oil per day (1,480 boe per day) after eight days of flowback. The company has also recently drilled two additional Oswego wells which are currently being completed and will likely be placed on production in the second quarter. The company plans to continue to delineate its significant STACK position and place approximately 35 to 45 wells on production and utilize up to three rigs in 2016.
Mississippian Lime (Northern Oklahoma): Mississippian Lime net production averaged approximately 29 mboe per day (67 gross operated mboe per day) during the 2015 fourth quarter, a decrease of 7% sequentially. Average completed well costs to date in 2015 (through October) are $2.8 million with an average completed lateral length of 4,600 feet and 10 frac stages, compared to the full-year 2014 average completed well cost of $3.0 million with an average completed lateral length of 4,450 feet and nine frac stages. Chesapeake's first multilateral well in the Mississippian Lime, the Wilber 26-27-11 1H having dual laterals of 4,653 feet and 4,556 feet, reached a peak rate of 1,570 boe per day in the 2015 fourth quarter. The company placed 11 wells on production during the 2015 fourth quarter, compared to 42 wells in the 2014 fourth quarter. Operated rig count in the Mississippian Lime averaged one rig during the 2015 fourth quarter.
Utica Shale (Eastern Ohio): Utica net production averaged approximately 140 mboe per day (241 gross operated mboe per day) during the 2015 fourth quarter, an increase of 33% sequentially, as the company brought curtailed volumes to market as new transportation became available with better pricing. Average completed well costs to date in 2015 (through October) are $7.2 million with an average completed lateral length of 7,800 feet and 40 frac stages, compared to the full-year 2014 average completed well cost of $7.2 million with an average completed lateral length of 6,200 feet and 29 frac stages. The company placed 43 wells on production during the 2015 fourth quarter, compared to 51 wells in the 2014 fourth quarter, and plans to place approximately 45 to 55 wells on production in 2016. Operated rig count in the Utica averaged two rigs in the 2015 fourth quarter. The company has now released all operated rigs in the area.
Marcellus Shale (Northern Pennsylvania): Marcellus net production averaged approximately 782 mmcf per day (1.78 gross operated bcf per day) during the 2015 fourth quarter, a decrease of 3% sequentially. Average completed well costs to date in 2015 (through October) are $7.6 million with an average completed lateral length of 6,750 feet and 29 frac stages, compared to the full-year 2014 average completed well cost of $7.5 million with an average completed lateral length of 6,000 feet and 27 frac stages. The company placed three wells on production during the 2015 fourth quarter, compared to 25 wells in the 2014 fourth quarter, and plans to place approximately 20 wells on production in 2016. Operated rig count in the Marcellus averaged one rig in the 2015 fourth quarter. The company has now released all operated rigs in the area.
Powder River Basin (PRB) (Wyoming): PRB net production averaged approximately 20 mboe per day (30 gross operated mboe per day) during the 2015 fourth quarter, a decrease of 4% sequentially. Average completed well costs to date in 2015 (though October) are $10.4 million with an average completed lateral length of 5,900 feet and 22 frac stages, compared to the full-year 2014 average completed well cost of $10.6 million with an average completed lateral length of 5,400 feet and 20 frac stages. The company placed seven wells on production during the 2015 fourth quarter, compared to 13 wells in the 2014 fourth quarter, and plans to place approximately five wells on production in 2016. The company has released all operated rigs in the area.
Key Financial and Operational Results
The table below summarizes Chesapeake's key financial and operational results during the 2015 fourth quarter and 2015 full year, as compared to results in prior periods.
Three Months Ended |
Full Year Ended | ||||||||||||||
12/31/15 |
09/30/15 |
12/31/14 |
12/31/15 |
12/31/14 | |||||||||||
Oil equivalent production (in mmboe) |
61 |
61 |
67 |
248 |
258 |
||||||||||
Oil production (in mmbbls) |
9 |
11 |
11 |
42 |
42 |
||||||||||
Average realized oil price ($/bbl)(a) |
64.04 |
66.04 |
79.02 |
66.91 |
85.04 |
||||||||||
Oil as % of total production |
15 |
17 |
17 |
17 |
16 |
||||||||||
Natural gas production (in bcf) |
268 |
263 |
282 |
1,070 |
1,095 |
||||||||||
Average realized natural gas price ($/mcf)(a) |
2.35 |
2.51 |
3.58 |
2.72 |
3.97 |
||||||||||
Natural gas as % of total production |
74 |
72 |
70 |
72 |
71 |
||||||||||
NGL production (in mmbbls) |
7 |
7 |
9 |
28 |
33 |
||||||||||
Average realized NGL price ($/bbl)(a) |
14.07 |
10.90 |
22.60 |
14.06 |
30.95 |
||||||||||
NGL as % of total production |
11 |
11 |
13 |
11 |
13 |
||||||||||
Production expenses ($/boe) |
(3.62) |
(4.09) |
(5.07) |
(4.22) |
(4.69) |
||||||||||
Gathering, processing and transportation expenses(b) |
(11.34) |
(7.88) |
(9.53) |
(8.55) |
(8.43) |
||||||||||
Production taxes ($/boe) |
(0.19) |
(0.42) |
(0.70) |
(0.40) |
(0.90) |
||||||||||
General and administrative expenses ($/boe)(c) |
(0.84) |
(0.64) |
(1.23) |
(0.77) |
(1.07) |
||||||||||
Stock-based compensation ($/boe) |
(0.18) |
(0.14) |
(0.15) |
(0.18) |
(0.18) |
||||||||||
DD&A of oil and natural gas properties ($/boe) |
(5.37) |
(7.95) |
(10.53) |
(8.47) |
(10.41) |
||||||||||
DD&A of other assets ($/boe) |
(0.50) |
(0.51) |
(0.56) |
(0.53) |
(0.90) |
||||||||||
Interest expenses ($/boe)(a) |
(1.70) |
(1.41) |
(0.56) |
(1.30) |
(0.63) |
||||||||||
Marketing, gathering and compression net margin ($ in millions)(d) |
2 |
58 |
(39) |
243 |
(11) |
||||||||||
Oilfield services net margin ($ in millions)(e) |
— |
— |
— |
— |
115 |
||||||||||
Operating cash flow ($ in millions)(f) |
386 |
476 |
993 |
2,268 |
5,146 |
||||||||||
Operating cash flow ($/boe) |
6.35 |
7.76 |
14.81 |
9.15 |
19.96 |
||||||||||
Adjusted ebitda ($ in millions)(g) |
298 |
560 |
916 |
2,385 |
4,945 |
||||||||||
Adjusted ebitda ($/boe) |
4.90 |
9.12 |
13.66 |
9.62 |
19.18 |
||||||||||
Net income (loss) available to common stockholders ($ in millions) |
(2,228) |
(4,695) |
586 |
(14,856) |
1,273 |
||||||||||
Earnings (loss) per share – diluted ($) |
(3.36) |
(7.08) |
0.81 |
(22.43) |
1.87 |
||||||||||
Adjusted net income (loss) available to common stockholders ($ in millions)(h) |
(168) |
(83) |
34 |
(329) |
957 |
||||||||||
Adjusted earnings (loss) per share – diluted ($) |
(0.16) |
(0.05) |
0.11 |
(0.20) |
1.49 |
(a) |
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging. | ||
(b) |
We have revised our presentation of third-party oil, natural gas and NGL gathering, processing and transportation costs to report the costs as a component of operating expenses in the statements of operations. Previously, these costs were reflected as deductions to oil, natural gas and NGL sales. Includes $2.81/boe and $1.79/boe for minimum volume commitment (MVC) shortfall payments for the three months ended December 31, 2015, and December 31, 2014, respectively, and $0.69/boe and $0.46/boe for MVC shortfall payments for the full year ended December 31, 2015 and December 31, 2014, respectively. | ||
(c) |
Excludes expenses associated with stock-based compensation and restructuring and other termination costs. | ||
(d) |
Includes revenue, operating expenses and $5 million, $70 million and $3 million of unrealized gains on supply contract derivatives for the three months ended December 31, 2015, September 30, 2015 and December 31, 2014, respectively, and $296 million and $3 million for the year ended December 31, 2015 and 2014, respectively. Excludes depreciation and amortization of other assets. | ||
(e) |
Includes revenue and operating expenses and excludes depreciation and amortization of other assets. | ||
(f) |
Defined as cash flow provided by operating activities before changes in assets and liabilities. | ||
(g) |
Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items. | ||
(h) |
Defined as net income available to common stockholders, as adjusted to remove the effects of certain items. |
2015 Fourth Quarter and Year-End Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled on Wednesday, February 24, 2016, at 9:00 am EST. The telephone number to access the conference call is 785-424-1666 or toll-free 877-876-9177. The passcode for the call is 7678649. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 7678649. The conference call will also be webcast live at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 14th largest producer of oil in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release and the accompanying Outlook include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; write-downs of our oil and natural gas carrying values due to declines in prices; the limitations our level of indebtedness may have on our financial flexibility; the availability of operating cash flow and other funds to finance reserve replacement costs; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; impacts of potential legislative and regulatory actions addressing climate change; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; cyber attacks adversely impacting our operations; and interruption in operations at our headquarters due to a catastrophic event.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
($ in millions, except per share data) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended |
Years Ended | |||||||||||||||
2015 |
2014 |
2015 |
2014 | |||||||||||||
REVENUES: |
||||||||||||||||
Oil, natural gas and NGL |
$ |
1,269 |
$ |
3,008 |
$ |
5,391 |
$ |
10,354 |
||||||||
Marketing, gathering and compression |
1,380 |
2,681 |
7,373 |
12,225 |
||||||||||||
Oilfield services |
— |
— |
— |
546 |
||||||||||||
Total Revenues |
2,649 |
5,689 |
12,764 |
23,125 |
||||||||||||
OPERATING EXPENSES: |
||||||||||||||||
Oil, natural gas and NGL production |
220 |
340 |
1,046 |
1,208 |
||||||||||||
Oil, natural gas and NGL gathering, processing and transportation |
690 |
639 |
2,119 |
2,174 |
||||||||||||
Production taxes |
12 |
47 |
99 |
232 |
||||||||||||
Marketing, gathering and compression |
1,378 |
2,720 |
7,130 |
12,236 |
||||||||||||
Oilfield services |
— |
— |
— |
431 |
||||||||||||
General and administrative |
62 |
93 |
235 |
322 |
||||||||||||
Restructuring and other termination costs |
(3) |
(5) |
36 |
7 |
||||||||||||
Provision for legal contingencies |
(6) |
134 |
353 |
234 |
||||||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
326 |
706 |
2,099 |
2,683 |
||||||||||||
Depreciation and amortization of other assets |
30 |
38 |
130 |
232 |
||||||||||||
Impairment of oil and natural gas properties |
2,831 |
— |
18,238 |
— |
||||||||||||
Impairments of fixed assets and other |
27 |
14 |
194 |
88 |
||||||||||||
Net (gains) losses on sales of fixed assets |
1 |
3 |
4 |
(199) |
||||||||||||
Total Operating Expenses |
5,568 |
4,729 |
31,683 |
19,648 |
||||||||||||
INCOME (LOSS) FROM OPERATIONS |
(2,919) |
960 |
(18,919) |
3,477 |
||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||
Interest expense |
(107) |
(7) |
(317) |
(89) |
||||||||||||
Losses on investments |
(39) |
(7) |
(96) |
(75) |
||||||||||||
Impairments of investments |
(53) |
— |
(53) |
(5) |
||||||||||||
Net gain on sales of investments |
— |
— |
— |
67 |
||||||||||||
Gains (losses) on purchases or exchanges of debt |
279 |
(2) |
279 |
(197) |
||||||||||||
Other income |
5 |
10 |
8 |
22 |
||||||||||||
Total Other Income (Expense) |
85 |
(6) |
(179) |
(277) |
||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
(2,834) |
954 |
(19,098) |
3,200 |
||||||||||||
INCOME TAX EXPENSE (BENEFIT): |
||||||||||||||||
Current income taxes |
(30) |
13 |
(36) |
47 |
||||||||||||
Deferred income taxes |
(619) |
273 |
(4,427) |
1,097 |
||||||||||||
Total Income Tax Expense (Benefit) |
(649) |
286 |
(4,463) |
1,144 |
||||||||||||
NET INCOME (LOSS) |
(2,185) |
668 |
(14,635) |
2,056 |
||||||||||||
Net income attributable to noncontrolling interests |
— |
(29) |
(50) |
(139) |
||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE |
(2,185) |
639 |
(14,685) |
1,917 |
||||||||||||
Preferred stock dividends |
(43) |
(43) |
(171) |
(171) |
||||||||||||
Repurchase of preferred shares of CHK Utica |
— |
— |
— |
(447) |
||||||||||||
Earnings allocated to participating securities |
— |
(10) |
— |
(26) |
||||||||||||
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS |
$ |
(2,228) |
$ |
586 |
$ |
(14,856) |
$ |
1,273 |
||||||||
EARNINGS (LOSS) PER COMMON SHARE: |
||||||||||||||||
Basic |
$ |
(3.36) |
$ |
0.89 |
$ |
(22.43) |
$ |
1.93 |
||||||||
Diluted |
$ |
(3.36) |
$ |
0.81 |
$ |
(22.43) |
$ |
1.87 |
||||||||
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): |
||||||||||||||||
Basic |
663 |
660 |
662 |
659 |
||||||||||||
Diluted |
663 |
773 |
662 |
772 |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
December 31, |
December 31, | |||||||
Cash and cash equivalents |
$ |
825 |
$ |
4,108 |
||||
Other current assets |
1,655 |
3,360 |
||||||
Total Current Assets |
2,480 |
7,468 |
||||||
Property and equipment, (net) |
14,298 |
32,515 |
||||||
Other assets |
579 |
768 |
||||||
Total Assets |
$ |
17,357 |
$ |
40,751 |
||||
Current liabilities |
$ |
3,685 |
$ |
5,656 |
||||
Long-term debt, net of discounts |
10,354 |
11,154 |
||||||
Other long-term liabilities |
921 |
1,344 |
||||||
Deferred income tax liabilities |
— |
4,392 |
||||||
Total Liabilities |
14,960 |
22,546 |
||||||
Preferred stock |
3,062 |
3,062 |
||||||
Noncontrolling interests |
259 |
1,302 |
||||||
Common stock and other stockholders' equity |
(924) |
13,841 |
||||||
Total Equity |
2,397 |
18,205 |
||||||
Total Liabilities and Equity |
$ |
17,357 |
$ |
40,751 |
||||
Common shares outstanding (in millions) |
663 |
663 |
||||||
Principal amount of debt outstanding |
$ |
9,706 |
$ |
11,756 |
CHESAPEAKE ENERGY CORPORATION | |||||||||
CAPITALIZATION | |||||||||
($ in millions) | |||||||||
(unaudited) | |||||||||
December 31, 2015 |
December 31, 2014 | ||||||||
Total debt, net of unrestricted cash |
$ |
9,910 |
$ |
7,427 |
|||||
Preferred stock |
3,062 |
3,062 |
|||||||
Noncontrolling interests(a) |
259 |
1,302 |
|||||||
Common stock and other stockholders' equity |
(924) |
13,841 |
|||||||
Total |
$ |
12,307 |
$ |
25,632 |
|||||
Total net debt to capitalization ratio |
81% |
29% |
|||||||
(a) Includes third-party ownership as follows: |
|||||||||
Chesapeake Granite Wash Trust |
$ |
259 |
$ |
287 |
|||||
CHK Cleveland Tonkawa, L.L.C. (1) |
— |
1,015 |
|||||||
Total |
$ |
259 |
$ |
1,302 |
|||||
(1) Repurchase of noncontrolling interest of CHK Cleveland Tonkawa, L.L.C. occurred in August 2015. |
CHESAPEAKE ENERGY CORPORATION ROLL-FORWARD OF PROVED RESERVES YEAR ENDED DECEMBER 31, 2015 (unaudited) | |||||
Mmboe(a) | |||||
Beginning balance, December 31, 2014 |
2,469 | ||||
Production |
(248) | ||||
Acquisitions |
— | ||||
Divestitures |
(63) | ||||
Revisions - changes to previous estimates |
213 | ||||
Revisions - price |
(1,098) | ||||
Extensions and discoveries |
231 | ||||
Ending balance, December 31, 2015 |
1,504 | ||||
Proved reserves growth rate before acquisitions and divestitures |
(37)% | ||||
Proved reserves growth rate after acquisitions and divestitures |
(39)% | ||||
Proved developed reserves |
1,262 | ||||
Proved developed reserves percentage |
84% | ||||
PV-10 ($ in millions)(a) |
$ |
4,727 | |||
(a) |
Reserve volumes and PV-10 value estimated using SEC reserve recognition standards and pricing assumptions based on the trailing 12-month average first-day-of-the-month prices as of December 31, 2015 of $50.28 per bbl of oil and $2.58 per mcf of natural gas, before basis differential adjustments. |
CHESAPEAKE ENERGY CORPORATION RECONCILIATION OF PV-10 ($ in millions) (unaudited) | |||||||
December 31, |
December 31, | ||||||
Standardized measure of discounted future net cash flows |
$ |
4,693 |
$ |
17,133 |
|||
Discounted future cash flows for income taxes |
34 |
4,879 |
|||||
Discounted future net cash flows before income taxes (PV-10) |
$ |
4,727 |
$ |
22,012 |
|||
PV-10 is discounted (at 10%) future net cash flows before income taxes. The standardized measure of discounted future net cash flows includes the effects of estimated future income tax expenses and is calculated in accordance with Accounting Standards Codification Topic 932. Management uses PV-10 as one measure of the value of the company's current proved reserves and to compare relative values among peer companies without regard to income taxes. We also understand that securities analysts and rating agencies use this measure in similar ways. While PV-10 is based on prices, costs and discount factors which are consistent from company to company, the standardized measure is dependent on the unique tax situation of each individual company. | |||||||
The company's PV-10 and standardized measure were calculated using the following prices, before basis differential adjustments: $50.28 per bbl of oil and $2.58 per mcf of natural gas as of December 31, 2015, and $94.98 per bbl of oil and $4.35 per mcf of natural gas as of December 31, 2014. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||||
SUPPLEMENTAL DATA – OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended |
Years Ended | |||||||||||||||
2015 |
2014 |
2015 |
2014 | |||||||||||||
Net Production: |
||||||||||||||||
Oil (mmbbl) |
9 |
11 |
42 |
42 |
||||||||||||
Natural gas (bcf) |
268 |
282 |
1,070 |
1,095 |
||||||||||||
NGL (mmbbl) |
7 |
9 |
28 |
33 |
||||||||||||
Oil equivalent (mmboe) |
61 |
67 |
248 |
258 |
||||||||||||
Oil, natural gas and NGL Sales ($ in millions): (a) |
||||||||||||||||
Oil sales |
$ |
355 |
$ |
778 |
$ |
1,904 |
$ |
3,778 |
||||||||
Oil derivatives – realized gains (losses)(b) |
238 |
103 |
880 |
(185) |
||||||||||||
Oil derivatives – unrealized gains (losses)(b) |
(92) |
505 |
(536) |
859 |
||||||||||||
Total Oil Sales |
501 |
1,386 |
2,248 |
4,452 |
||||||||||||
Natural gas sales |
533 |
978 |
2,470 |
4,535 |
||||||||||||
Natural gas derivatives – realized gains (losses)(b) |
96 |
30 |
437 |
(191) |
||||||||||||
Natural gas derivatives – unrealized gains (losses)(b) |
41 |
411 |
(157) |
535 |
||||||||||||
Total Natural Gas Sales |
670 |
1,419 |
2,750 |
4,879 |
||||||||||||
NGL sales |
98 |
203 |
393 |
1,023 |
||||||||||||
Total NGL Sales |
98 |
203 |
393 |
1,023 |
||||||||||||
Total Oil, Natural Gas and NGL Sales |
$ |
1,269 |
$ |
3,008 |
$ |
5,391 |
$ |
10,354 |
||||||||
Average Sales Price – excluding gains (losses) on derivatives: |
||||||||||||||||
Oil ($ per bbl) |
$ |
38.33 |
$ |
69.78 |
$ |
45.77 |
$ |
89.41 |
||||||||
Natural gas ($ per mcf) |
$ |
1.99 |
$ |
3.47 |
$ |
2.31 |
$ |
4.14 |
||||||||
NGL ($ per bbl) |
$ |
14.07 |
$ |
22.60 |
$ |
14.06 |
$ |
30.95 |
||||||||
Oil equivalent ($ per boe) |
$ |
16.20 |
$ |
29.21 |
$ |
19.23 |
$ |
36.21 |
||||||||
Average Sales Price – including realized gains (losses) on derivatives: |
||||||||||||||||
Oil ($ per bbl) |
$ |
64.04 |
$ |
79.02 |
$ |
66.91 |
$ |
85.04 |
||||||||
Natural gas ($ per mcf) |
$ |
2.35 |
$ |
3.58 |
$ |
2.72 |
$ |
3.97 |
||||||||
NGL ($ per bbl) |
$ |
14.07 |
$ |
22.60 |
$ |
14.06 |
$ |
30.95 |
||||||||
Oil equivalent ($ per boe) |
$ |
21.70 |
$ |
31.20 |
$ |
24.54 |
$ |
34.74 |
||||||||
Interest Expense ($ in millions): |
||||||||||||||||
Interest(c) |
$ |
107 |
$ |
40 |
$ |
329 |
$ |
173 |
||||||||
Derivatives – realized (gains) losses(d) |
(2) |
(2) |
(6) |
(12) |
||||||||||||
Derivatives – unrealized (gains) losses(d) |
2 |
(31) |
(6) |
(72) |
||||||||||||
Total Interest Expense |
$ |
107 |
$ |
7 |
$ |
317 |
$ |
89 |
(a) |
We have revised our presentation of third-party oil, natural gas and NGL gathering, processing and transportation costs to report the costs as a component of operating expenses in the statements of operations. Previously, these costs were reflected as deductions to oil, natural gas and NGL sales. |
(b) |
Realized gains and losses include the following items: (i) settlements of nondesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains and losses include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program. |
(c) |
Net of amounts capitalized. |
(d) |
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
THREE MONTHS ENDED: |
December 31, |
December 31, | ||||||
Beginning cash |
$ |
1,759 |
$ |
90 |
||||
Net cash provided by operating activities |
179 |
829 |
||||||
Cash flows from investing activities: |
||||||||
Drilling and completion costs(a) |
(399) |
(1,396) |
||||||
Acquisitions of proved and unproved properties(b) |
(126) |
(288) |
||||||
Proceeds from divestitures of proved and unproved properties |
1 |
5,090 |
||||||
Additions to other property and equipment(c) |
(29) |
(26) |
||||||
Cash paid to purchase leased rigs and compressors |
— |
(25) |
||||||
Proceeds from sales of other property and equipment |
9 |
39 |
||||||
Additions to investments |
(2) |
(3) |
||||||
Other |
— |
1 |
||||||
Net cash provided by (used in) investing activities |
(546) |
3,392 |
||||||
Net cash used in financing activities |
(567) |
(203) |
||||||
Change in cash and cash equivalents |
(934) |
4,018 |
||||||
Ending cash |
$ |
825 |
$ |
4,108 |
(a) |
Includes capitalized interest of $2 million and $11 million for the three months ended December 31, 2015 and 2014, respectively. | |
(b) |
Includes capitalized interest of $81 million and $120 million for the three months ended December 31, 2015 and 2014, respectively. | |
(c) |
Includes capitalized interest of $4 million and $3 million for the three months ended December 31, 2015 and 2014, respectively. | |
CHESAPEAKE ENERGY CORPORATION | |||||||||||
CONDENSED CONSOLIDATED CASH FLOW DATA | |||||||||||
($ in millions) | |||||||||||
(unaudited) | |||||||||||
YEAR ENDED: |
December 31, |
December 31, | |||||||||
Beginning cash |
$ |
4,108 |
$ |
837 |
|||||||
Net cash provided by operating activities |
1,234 |
4,634 |
|||||||||
Cash flows from investing activities: |
|||||||||||
Drilling and completion costs(a) |
(3,095) |
(4,581) |
|||||||||
Acquisitions of proved and unproved properties(b) |
(533) |
(1,311) |
|||||||||
Proceeds from divestitures of proved and unproved properties |
189 |
5,813 |
|||||||||
Additions to other property and equipment(c) |
(143) |
(227) |
|||||||||
Cash paid to purchase leased rigs and compressors |
— |
(499) |
|||||||||
Proceeds from sales of other property and equipment |
89 |
1,003 |
|||||||||
Additions to investments |
(10) |
(17) |
|||||||||
Proceeds from sales of investments |
— |
239 |
|||||||||
Decrease in restricted cash |
52 |
37 |
|||||||||
Other |
— |
(3) |
|||||||||
Net cash provided by (used in) investing activities |
(3,451) |
454 |
|||||||||
Net cash used in financing activities |
(1,066) |
(1,817) |
|||||||||
Change in cash and cash equivalents |
(3,283) |
3,271 |
|||||||||
Ending cash |
$ |
825 |
$ |
4,108 |
|||||||
(a) |
Includes capitalized interest of $24 million and $50 million for the years ended December 31, 2015 and 2014, respectively. | ||||||||||
(b) |
Includes capitalized interest of $387 million and $553 million for the years ended December 31, 2015 and 2014, respectively. | ||||||||||
(c) |
Includes capitalized interest of $14 million and $33 million for the years ended December 31, 2015 and 2014, respectively. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||||||
($ in millions, except per share data) | ||||||||||||
(unaudited) | ||||||||||||
THREE MONTHS ENDED: |
December 31, |
September 30, |
December 30, | |||||||||
Net income (loss) available to common stockholders |
$ |
(2,228) |
$ |
(4,695) |
$ |
586 |
||||||
Adjustments, net of tax: |
||||||||||||
Unrealized (gains) losses on commodity derivatives |
41 |
58 |
(663) |
|||||||||
Unrealized gains on supply contract derivatives |
(4) |
(58) |
(2) |
|||||||||
Restructuring and other termination costs |
(2) |
44 |
(3) |
|||||||||
Provision for legal contingencies |
(5) |
— |
94 |
|||||||||
Impairment of oil and natural gas properties |
2,183 |
4,506 |
— |
|||||||||
Impairments of fixed assets and other |
21 |
66 |
10 |
|||||||||
Net (gains) losses on sales of fixed assets |
1 |
(1) |
2 |
|||||||||
Impairment of investments |
41 |
— |
— |
|||||||||
(Gains) losses on purchases or exchanges of debt |
(215) |
— |
2 |
|||||||||
Other |
(1) |
(3) |
8 |
|||||||||
Adjusted net income (loss) available to common stockholders(a) |
$ |
(168) |
$ |
(83) |
$ |
34 |
||||||
Preferred stock dividends |
43 |
43 |
43 |
|||||||||
Earnings allocated to participating securities |
— |
— |
10 |
|||||||||
Total adjusted net income (loss) attributable to Chesapeake |
$ |
(125) |
$ |
(40) |
$ |
87 |
||||||
Weighted average fully diluted shares outstanding (in millions)(b) |
777 |
777 |
775 |
|||||||||
Adjusted earnings (loss) per share assuming dilution(a) |
$ |
(0.16) |
$ |
(0.05) |
$ |
0.11 |
(a) |
Adjusted net income and adjusted earnings per share assuming dilution are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or diluted earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share assuming dilution exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because: |
(i) Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts. | |
(iii) Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
(b) |
Weighted average fully diluted shares outstanding include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | ||||||||
($ in millions, except per share data) | ||||||||
(unaudited) | ||||||||
YEAR ENDED: |
December 31, |
December 30, | ||||||
Net income (loss) available to common stockholders |
$ |
(14,856) |
$ |
1,273 |
||||
Adjustments, net of tax: |
||||||||
Unrealized (gains) losses on commodity derivatives |
527 |
(941) |
||||||
Unrealized gains on supply contract derivatives |
(226) |
(2) |
||||||
Restructuring and other termination costs |
28 |
4 |
||||||
Provision for legal contingencies |
270 |
150 |
||||||
Impairment of oil and natural gas properties |
13,976 |
— |
||||||
Impairments of fixed assets and other |
148 |
57 |
||||||
Net (gains) losses on sales of fixed assets |
3 |
(128) |
||||||
Impairments of investments |
41 |
3 |
||||||
Net gain on sales of investments |
— |
(43) |
||||||
(Gains) losses on purchases or exchanges of debt |
(214) |
126 |
||||||
Repurchase of preferred shares of CHK Utica |
— |
447 |
||||||
Tax rate adjustment |
(17) |
— |
||||||
Other |
(9) |
11 |
||||||
Adjusted net income (loss) available to common stockholders(a) |
$ |
(329) |
$ |
957 |
||||
Preferred stock dividends |
171 |
171 |
||||||
Earnings allocated to participating securities |
— |
26 |
||||||
Total adjusted net income (loss) attributable to Chesapeake |
$ |
(158) |
$ |
1,154 |
||||
Weighted average fully diluted shares outstanding (in millions)(b) |
777 |
776 |
||||||
Adjusted earnings (loss) per share assuming dilution(a) |
$ |
(0.20) |
$ |
1.49 |
(a) |
Adjusted net income and adjusted earnings per share assuming dilution are not measures of financial performance under accounting principles generally accepted in the United States (GAAP), and should not be considered as an alternative to net income available to common stockholders or diluted earnings per share. Adjusted net income available to common stockholders and adjusted earnings per share assuming dilution exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because:
(i) Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies.
(ii) Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts.
(iii) Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. |
(b) |
Weighted average fully diluted shares outstanding include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||||||
($ in millions) | ||||||||||||
(unaudited) | ||||||||||||
THREE MONTHS ENDED: |
December 31, |
September 30, |
December 30, | |||||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
179 |
$ |
318 |
$ |
829 |
||||||
Changes in assets and liabilities |
207 |
158 |
164 |
|||||||||
OPERATING CASH FLOW(a) |
$ |
386 |
$ |
476 |
$ |
993 |
||||||
THREE MONTHS ENDED: |
December 31, |
September 30, |
December 30, | |||||||||
NET INCOME (LOSS) |
$ |
(2,185) |
$ |
(4,639) |
$ |
668 |
||||||
Interest expense |
107 |
88 |
7 |
|||||||||
Income tax expense (benefit) |
(649) |
(937) |
286 |
|||||||||
Depreciation and amortization of other assets |
30 |
31 |
38 |
|||||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
326 |
488 |
706 |
|||||||||
EBITDA(b) |
$ |
(2,371) |
$ |
(4,969) |
$ |
1,705 |
THREE MONTHS ENDED: |
December 31, |
September 30, |
December 30, | |||||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
179 |
$ |
318 |
$ |
829 |
||||||
Changes in assets and liabilities |
207 |
158 |
164 |
|||||||||
Interest expense, net of unrealized gains (losses) on derivatives |
104 |
86 |
38 |
|||||||||
Gains on commodity derivatives, net |
284 |
227 |
1,049 |
|||||||||
Gains on supply contract derivatives, net |
5 |
70 |
3 |
|||||||||
Cash receipts on oil, natural gas and NGL derivative settlements, net |
(273) |
(223) |
(88) |
|||||||||
Stock-based compensation |
(17) |
(18) |
— |
|||||||||
Restructuring and other termination costs |
3 |
(53) |
(3) |
|||||||||
Provision for legal contingencies |
19 |
— |
(134) |
|||||||||
Impairment of oil and natural gas properties |
(2,831) |
(5,416) |
— |
|||||||||
Impairments of fixed assets and other |
(16) |
(78) |
(14) |
|||||||||
Net gains (losses) on sales of fixed assets |
(1) |
1 |
(2) |
|||||||||
Losses on investments |
(39) |
(33) |
(7) |
|||||||||
Impairment of investments |
(53) |
— |
— |
|||||||||
Gains (losses) on purchases or exchanges of debt |
304 |
— |
(2) |
|||||||||
Other items |
(246) |
(8) |
(128) |
|||||||||
EBITDA(b) |
$ |
(2,371) |
$ |
(4,969) |
$ |
1,705 |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. |
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA | ||||||||
($ in millions) | ||||||||
(unaudited) | ||||||||
YEAR ENDED: |
December 31, |
December 30, | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
1,234 |
$ |
4,634 |
||||
Changes in assets and liabilities |
1,034 |
512 |
||||||
OPERATING CASH FLOW(a) |
$ |
2,268 |
$ |
5,146 |
||||
YEAR ENDED: |
December 31, |
December 30, | ||||||
NET INCOME (LOSS) |
$ |
(14,635) |
$ |
2,056 |
||||
Interest expense |
317 |
89 |
||||||
Income tax expense (benefit) |
(4,463) |
1,144 |
||||||
Depreciation and amortization of other assets |
130 |
232 |
||||||
Oil, natural gas and NGL depreciation, depletion and amortization |
2,099 |
2,683 |
||||||
EBITDA(b) |
$ |
(16,552) |
$ |
6,204 |
||||
YEAR ENDED: |
December 31, |
December 30, | ||||||
CASH PROVIDED BY OPERATING ACTIVITIES |
$ |
1,234 |
$ |
4,634 |
||||
Changes in assets and liabilities |
1,034 |
512 |
||||||
Interest expense, net of unrealized gains (losses) on derivatives |
321 |
161 |
||||||
Gains on commodity derivatives, net |
624 |
1,018 |
||||||
Gains on supply contract derivatives, net |
295 |
3 |
||||||
Cash (receipts) payments on oil, natural gas and NGL derivative settlements, net |
(1,132) |
264 |
||||||
Stock-based compensation |
(78) |
(59) |
||||||
Restructuring and other termination benefits |
14 |
15 |
||||||
Provision for legal contingencies |
(340) |
(234) |
||||||
Impairment of oil and natural gas properties |
(18,238) |
— |
||||||
Impairments of fixed assets and other |
(175) |
(58) |
||||||
Net gains (losses) on sales of fixed assets |
(4) |
199 |
||||||
Losses on investments |
(96) |
(75) |
||||||
Impairments of investments |
(53) |
(5) |
||||||
Net gain on sales of investments |
— |
67 |
||||||
Gains (losses) on purchases or exchanges of debt |
304 |
(63) |
||||||
Other items |
(262) |
(175) |
||||||
EBITDA(b) |
$ |
(16,552) |
$ |
6,204 |
(a) |
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of an oil and natural gas company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity. |
(b) |
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | ||||||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||||||
($ in millions) | ||||||||||||
(unaudited) | ||||||||||||
THREE MONTHS ENDED: |
December 31, |
September 30, |
December 30, | |||||||||
EBITDA |
$ |
(2,371) |
$ |
(4,969) |
$ |
1,705 |
||||||
Adjustments: |
||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives |
51 |
67 |
(916) |
|||||||||
Unrealized gains on supply contract derivatives |
(5) |
(70) |
(3) |
|||||||||
Restructuring and other termination costs |
(3) |
53 |
(5) |
|||||||||
Provision for legal contingencies |
(6) |
— |
134 |
|||||||||
Impairment of oil and natural gas properties |
2,831 |
5,416 |
— |
|||||||||
Impairments of fixed assets and other |
27 |
79 |
14 |
|||||||||
Net (gains) losses on sales of fixed assets |
1 |
(1) |
3 |
|||||||||
Impairment of investments |
53 |
— |
— |
|||||||||
(Gains) losses on purchases or exchanges of debt |
(279) |
— |
2 |
|||||||||
Net income attributable to noncontrolling interests |
— |
(13) |
(29) |
|||||||||
Other |
(1) |
(2) |
11 |
|||||||||
Adjusted EBITDA(a) |
$ |
298 |
$ |
560 |
$ |
916 |
||||||
CHESAPEAKE ENERGY CORPORATION | ||||||||||||||
RECONCILIATION OF ADJUSTED EBITDA | ||||||||||||||
($ in millions) | ||||||||||||||
(unaudited) | ||||||||||||||
YEAR ENDED: |
December 31, |
December 30, | ||||||||||||
EBITDA |
$ |
(16,552) |
$ |
6,204 | ||||||||||
Adjustments: |
||||||||||||||
Unrealized (gains) losses on oil, natural gas and NGL derivatives |
693 |
(1,394) | ||||||||||||
Unrealized gains on supply contract derivatives |
(295) |
(3) | ||||||||||||
Restructuring and other termination costs |
36 |
7 | ||||||||||||
Provision for legal contingencies |
353 |
234 | ||||||||||||
Impairment of oil and natural gas properties |
18,238 |
— | ||||||||||||
Impairments of fixed assets and other |
194 |
88 | ||||||||||||
Net (gains) losses on sales of fixed assets |
4 |
(199) | ||||||||||||
Impairments of investments |
53 |
5 | ||||||||||||
Net gains on sales of investments |
— |
(67) | ||||||||||||
(Gains) losses on purchases or exchanges of debt |
(279) |
197 | ||||||||||||
Net income attributable to noncontrolling interests |
(50) |
(139) | ||||||||||||
Other |
(10) |
12 | ||||||||||||
Adjusted EBITDA(a) |
$ |
2,385 |
$ |
4,945 |
(a) |
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to ebitda because: |
(i) Management uses adjusted ebitda to evaluate the company's operational trends and performance relative to other oil and natural gas producing companies. | |
(ii) Adjusted ebitda is more comparable to estimates provided by securities analysts. | |
(iii) Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items. | |
Accordingly, adjusted EBITDA should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP. |
CHESAPEAKE ENERGY CORPORATION | |
Chesapeake periodically provides management guidance on certain factors that affect the company's future financial performance. | |
Year Ending 12/31/2016 | |
Adjusted Production Growth(a) |
(5%) to (0%) |
Absolute Production |
|
Liquids - mmbbls |
55 - 59 |
Oil - mmbbls |
34 - 36 |
NGL - mmbbls |
21 - 23 |
Natural gas - bcf |
1,000 - 1,040 |
Total absolute production - mmboe |
222 - 232 |
Absolute daily rate - mboe |
605 - 635 |
Estimated Realized Hedging Effects(b) (based on 2/22/16 strip prices): |
|
Oil - $/bbl |
$7.01 |
Natural gas - $/mcf |
$0.33 |
Estimated Basis to NYMEX Prices: |
|
Oil - $/bbl |
$2.40 - $2.60 |
Natural gas - $/mcf |
$0.30 - $0.40 |
NGL - $/bbl |
$5.00 - $5.20 |
Operating Costs per Boe of Projected Production: |
|
Production expense |
$3.60 - $3.80 |
Gathering, processing and transportation expenses |
$7.75 - $8.25 |
Oil - $/bbl |
$3.15 - $3.30 |
Natural Gas(c) - $/mcf |
$1.45 - $1.55 |
NGL - $/bbl |
$8.40 - $8.60 |
Production taxes |
$0.35 - $0.45 |
General and administrative(d) |
$0.60 - $0.70 |
Stock-based compensation (noncash) |
$0.10 - $0.20 |
DD&A of natural gas and liquids assets |
$3.50 - $4.50 |
Depreciation of other assets |
$0.50 - $0.60 |
Interest expense(e) |
$0.60 - $0.70 |
Marketing, gathering and compression net margin(f) |
($20) - ($40) |
Book Tax Rate |
0% |
Capital Expenditures ($ in millions)(g) |
$1,000 - $1,500 |
Capitalized Interest ($ in millions) |
$300 |
Total Capital Expenditures ($ in millions) |
$1,300 - $1,800 |
(a) |
Based on 2015 production of 636 mboe per day, adjusted for 2015 sales. |
(b) |
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration. |
(c) |
Excludes the company's 2016 fourth quarter minimum volume commitment (MVC) shortfall estimate of approximately $165 to $175 million. |
(d) |
Excludes expenses associated with stock-based compensation. |
(e) |
Excludes unrealized gains (losses) on interest rate derivatives. |
(f) |
Includes revenue and operating expenses. Excludes depreciation and amortization of other assets and unrealized gains (losses) on supply contract derivatives. |
(g) |
Includes capital expenditures for drilling and completion, leasehold, geological and geophysical costs, rig termination payments and other property and plant and equipment and excludes approximately $200 million for the expected repurchase of overriding royalty interests associated with the expected sale of certain of the company's Granite Wash properties. |
Oil and Natural Gas Hedging Activities
Chesapeake enters into oil and natural gas derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end derivative positions and accounting for oil and natural gas derivatives.
As of February 23, 2016, the company had downside protection, through open swaps, on approximately 56% of its projected 2016 oil production at an average price of $47.79 per bbl. In addition, the company had downside price protection, through open swaps, on approximately 58% of the company's projected 2016 natural gas production at an average price of $2.84 per mcf.
The company's crude oil hedging positions as of February 23, 2016 were as follows:
Open Crude Oil Swaps; Gains from Closed | |||||||||
Crude Oil Trades and Call Option Premiums | |||||||||
Open Swaps (mbbls) |
Avg. NYMEX Price of Open Swaps |
Total Gains from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q1 2016 |
4,552 |
$ |
48.18 |
$ |
9 |
||||
Q2 2016 |
5,187 |
$ |
47.42 |
$ |
9 |
||||
Q3 2016 |
4,876 |
$ |
47.65 |
$ |
10 |
||||
Q4 2016 |
4,876 |
$ |
47.97 |
$ |
10 |
||||
Total 2016 (a) |
19,491 |
$ |
47.79 |
$ |
38 |
||||
Total 2017 – 2022 |
1,095 |
$ |
42.38 |
$ |
78 |
||||
(a) |
Certain hedging arrangements include a sold option to extend at an average price of $53.67 per bbl covering 2.9 mmbbls in 2016. Sold options are included with net written call options. |
Crude Oil Net Written Call Options | |||||||||||
Call Options (mbbls) |
Avg. NYMEX Strike Price | ||||||||||
Q1 2016 |
3,451 |
$ |
87.25 | ||||||||
Q2 2016 |
3,451 |
$ |
87.25 | ||||||||
Q3 2016 |
3,489 |
$ |
87.25 | ||||||||
Q4 2016 |
3,488 |
$ |
87.25 | ||||||||
Total 2016 |
13,879 |
$ |
87.25 | ||||||||
Total 2017 |
5,293 |
$ |
83.50 |
The company's natural gas hedging positions as of February 23, 2016 were as follows:
Open Natural Gas Swaps; Gains (Losses) from Closed | |||||||||
Natural Gas Trades and Call Option Premiums | |||||||||
Open Swaps (bcf) |
Avg. NYMEX Price of Open Swaps |
Total Losses from Closed Trades and Premiums for Call Options ($ in millions) | |||||||
Q1 2016 |
162 |
$ |
3.06 |
$ |
(27) |
||||
Q2 2016 |
157 |
$ |
2.71 |
$ |
(26) |
||||
Q3 2016 |
151 |
$ |
2.76 |
$ |
(26) |
||||
Q4 2016 |
123 |
$ |
2.84 |
$ |
(28) |
||||
Total 2016 (a) |
593 |
$ |
2.84 |
$ |
(107) |
||||
Total 2017 – 2022 |
— |
$ |
— |
$ |
(78) |
||||
(a) |
Certain hedging arrangements include a sold option to extend at an average price of $2.80 per mmbtu covering 102 bcf in 2016. Sold options are included with net written call options. | ||||||||
Natural Gas Net Written Call Options | |||||||||
Call Options (bcf) |
Avg. NYMEX Strike Price |
||||||||
Q1 2016 |
45 |
$ |
5.27 |
||||||
Q2 2016 |
45 |
$ |
5.27 |
||||||
Q3 2016 |
46 |
$ |
5.27 |
||||||
Q4 2016 |
46 |
$ |
5.27 |
||||||
Total 2016 |
182 |
$ |
5.27 |
||||||
Total 2017 – 2022 |
114 |
$ |
10.92 |
||||||
Natural Gas Basis Protection Swaps | |||||||||
Volume (bcf) |
Avg. NYMEX |
||||||||
Q1 2016 |
18 |
$ |
0.70 |
||||||
Q2 2016 |
5 |
$ |
(0.48) |
||||||
Q3 2016 |
5 |
$ |
(0.47) |
||||||
Q4 2016 |
5 |
$ |
(0.47) |
||||||
Total 2016 |
33 |
$ |
0.17 |
||||||
Total 2017 - 2022 |
24 |
$ |
(0.48) |
||||||
INVESTOR CONTACT:
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com
MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
media@chk.com
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 8, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) stated today that Kirkland & Ellis LLP has served as one of Chesapeake's counsel since 2010 and continues to advise the company as it seeks to further strengthen its balance sheet following its recent debt exchange. Chesapeake currently has no plans to pursue bankruptcy and is aggressively seeking to maximize value for all shareholders.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 12th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional natural gas and oil assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Feb. 3, 2016 /PRNewswire/ -- Chesapeake has scheduled to release its 2015 fourth quarter and year-end operational update and financial results before market open on Wednesday, February 24, 2016. A conference call to discuss the results has been scheduled for the same day at 9:00 am EST. The telephone number to access the conference call is 785-424-1666 or toll-free 877-876-9177. The passcode for the call is 7678649. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 7678649. The conference call will also be webcast live at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 12th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional natural gas and oil assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
(405) 935-8870 |
(405) 935-8878 |
SOURCE Chesapeake Energy Corp.
OKLAHOMA CITY, Jan. 22, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today that it has suspended payment of dividends on each series of its outstanding convertible preferred stock effective immediately.
Doug Lawler, Chesapeake's Chief Executive Officer, commented, "The board and management believe this decision is in the best long-term interest of all Company stakeholders. Today's decision to suspend our preferred stock dividends will allow the company to retain approximately $170 million of additional cash per year and use these funds to purchase debt at significant discounts in the near term. Given the current commodity price environment for oil, natural gas and natural gas liquids, we believe that redirecting this cash toward debt retirement provides better returns for the Company. We currently have senior debt securities trading at significant discounts, and we will continue to take advantage of that within the coming year."
Suspension of the dividend does not constitute an event of default under the Company's revolving credit facility or outstanding bond indentures.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 12th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional natural gas and oil assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including our plans to repurchase debt and our ability to achieve better returns from debt repurchases. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, Chesapeake can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties, including: (i) the timing and amount of any debt repurchases; (ii) whether our decision to redirect cash toward debt retirement will provide better returns; and (iii) those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and in our current report on Form 8-K filed on December 2, 2015 (available at http://www.chk.com/investors/sec-filings). We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
SOURCE Chesapeake Energy Corporation
OKLAHOMA CITY, Dec. 31, 2015 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) today announced the final results of its private offers to exchange (the "Exchange Offers") new 8.00% Senior Secured Second Lien Notes due 2022 (the "Second Lien Notes") for certain outstanding senior unsecured notes listed in the table below (the "Existing Notes"). As of 11:59 p.m., New York City time, on December 30, 2015 (the "Expiration Date"), approximately $3.8 billion aggregate principal amount, or approximately 41.5%, of Existing Notes had been validly tendered and not validly withdrawn. The following table sets forth the approximate aggregate principal amounts of each series of Existing Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Date.
Title of Series |
Aggregate Principal |
Acceptance |
Approximate | |||
6.25% euro-denominated senior notes due 2017 |
$378.1(1) |
1 |
$46.2(1) | |||
6.5% senior notes due 2017 |
$660.4 |
2 |
$207.3 | |||
7.25% senior notes due 2018 |
$668.6 |
3 |
$131.0 | |||
Floating rate senior notes due 2019 |
$1,500.0 |
4 |
$395.7 | |||
6.625% senior notes due 2020 |
$1,300.0 |
5 |
$477.9 | |||
6.875% senior notes due 2020 |
$500.0 |
5 |
$195.8 | |||
6.125% senior notes due 2021 |
$1,000.0 |
6 |
$410.7 | |||
5.375% senior notes due 2021 |
$700.0 |
6 |
$413.8 | |||
4.875% senior notes due 2022 |
$1,500.0 |
6 |
$860.8 | |||
5.75% senior notes due 2023 |
$1,100.0 |
6 |
$715.6 | |||
(1) |
Based on the exchange ratio of $1.0986 to €1.00 as of 5:00 p.m., New York City time, on December 11, 2015, as set forth by the Bloomberg EURUSD Spot Exchange Rate. |
The settlement date for Existing Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on December 18, 2015 (the "Early Tender Date") occurred on December 23, 2015. Today, the Company will issue approximately $13.4 million aggregate principal amount of additional Second Lien Notes for Existing Notes validly tendered after the Early Tender Date and prior to the Expiration Date in exchange for such Existing Notes.
The Company will also make a cash payment equal to the accrued and unpaid interest on such Existing Notes accepted for exchange from the applicable latest interest payment date to, but not including, today. Interest on the Second Lien Notes is accruing from the date of first issuance of Second Lien Notes on December 23, 2015.
As previously disclosed in the Company's Current Report on Form 8-K filed December 2, 2015, following the completion of the Exchange Offers, the Company may repurchase its outstanding senior notes through privately negotiated transactions or otherwise.
The Exchange Offers were only made, and the offering memorandum and other documents relating to the Exchange Offers were only distributed to, holders who completed and returned an eligibility form confirming that they are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended ("Securities Act"), or (ii) outside the United States and persons other than "U.S. persons" as defined in Rule 902 under the Securities Act (such persons, "Eligible Holders"). The Company made the Exchange Offers only to Eligible Holders through, and pursuant to, the terms of the confidential offering memorandum and related letter of transmittal, as amended by the increased maximum exchange amount and the extended Early Tender Date, each as described more fully in the Company's current report on Form 8-K filed with the SEC on December 16, 2015.
This press release is for informational purposes only. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities to be offered have not been registered under the Securities Act or any state securities laws; and unless so registered, the securities may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
About Chesapeake Energy Corporation
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 12th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional natural gas and oil assets onshore in the U.S. The company also owns marketing and compression businesses.
This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the settlement and the size of the Exchange Offers. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, Chesapeake can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties, including the satisfaction of conditions precedent to completing the Exchange Offers, the ability to consummate any or all of the Exchange Offers and those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and in our current report on Form 8-K filed on December 2, 2015 (available at http://www.chk.com/investors/sec-filings). We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Brad Sylvester, CFA |
Gordon Pennoyer |
SOURCE Chesapeake Energy Corporation
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