Chord Energy Corp 8-K/A, filed Aug 7, 2024

About this 8-K/A

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Chord Energy Corp (CHRD)

8-K/A 2024-08-07 For: 2024-05-31

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Added on April 08, 2026

Chord Energy Corp filed this 8-K/A on August 7, 2024, reporting on events of May 31, 2024.

CHORD ENERGY CORPORATION

Date: August 7, 2024

/s/ Shannon B. Kinney

Shannon B. Kinney

Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Item 9.01: Financial statements and exhibits

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Delaware	001-34776	80-0554627
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	1001 Fannin Street, Suite 1500 Houston, Texas	77002
	(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CHRD	The Nasdaq Stock Market LLC


Exhibit Number		Description

23.1		Consent of KPMG LLP relating to Enerplus Corporation.

23.2		Consent of Netherland, Sewell & Associates, Inc. relating to Enerplus Corporation.

23.3		Consent of McDaniel & Associates Consultants Ltd. relating to Enerplus Corporation.

99.1		Unaudited Pro Forma Condensed Combined Financial Statements as of and for the three months ended March 31, 2024 and for the year ended December 31, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


NETHERLAND, SEWELL & ASSOCIATES, INC.

By:		/s/ Richard B. Talley, Jr.
		Richard B. Talley, Jr., P.E.
		Chairman and Chief Executive Officer


McDANIEL & ASSOCIATES CONSULTANTS LTD.

By:		/s/ Jared W. B. Wynveen
		Jared W. B. Wynveen, P. Eng
		Executive Vice President


	As Reported			Enerplus As Adjusted – Note 2			Transaction Accounting Adjustments – Note 3				Pro Forma Combined Chord
ASSETS
Current assets
Cash and cash equivalents	$	296,354		$	33,412		$	(537,559	)	(a)	$	—
								207,793		(b)
Accounts receivable, net		982,062			252,571			1,432		(c)		1,236,065
Inventory		78,118			2,350			—				80,468
Prepaid expenses		30,135			13,394			(10,145	)	(c)		33,384
Derivative instruments		26,540			—			—				26,540
Other current assets		2,033			13,004			—				15,037

Total current assets		1,415,242			314,731			(338,479	)			1,391,494
Property, plant and equipment
Oil and gas properties (successful efforts method)		6,575,306			7,887,965			(2,634,182	)	(a)		11,829,089
								—		(c)
Other property and equipment		49,087			103,957			(92,963	)	(a)		60,081
Less: accumulated depreciation, depletion and amortization		(1,218,284	)		(6,429,847	)		6,429,847		(a)		(1,218,284	)

Total property, plant and equipment, net		5,406,109			1,562,075			3,702,702				10,670,886

Derivative instruments		22,231			—			—				22,231
Investment in unconsolidated affiliate		114,181			—			—				114,181
Long-term inventory		28,360			5,257			—				33,617
Operating right-of-use assets		19,218			23,851			—				43,069
Deferred tax assets		—			131,527			(131,527	)	(d)		—
Goodwill		—			—			466,016		(a)		466,016
Other assets		20,173			884			3,076		(e)		24,133

Total assets	$	7,025,514		$	2,038,325		$	3,701,788			$	12,765,627

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	39,511		$	9,440		$	—			$	48,951
Revenues and production taxes payable		592,888			185,581			—				778,469
Accrued liabilities		545,820			162,152			12,896		(a)		779,577
								3,076		(e)
								37,252		(f)
								11,994		(g)
								6,387		(h)
Current portion of long-term debt		—			80,600			(1,722	)	(a)		78,878
Accrued interest payable		8,532			—			—				8,532
Derivative instruments		19,523			368			—				19,891
Advances from joint interest partners		2,484			—			—				2,484
Current operating lease liabilities		13,691			11,460			—				25,151
Other current liabilities		22,671			—			—				22,671

Total current liabilities		1,245,120			449,601			69,883				1,764,604

Long-term debt		396,324			93,504			(56,425	)	(a)		641,196
								207,793		(b)
Deferred tax liabilities		122,288			118,648			1,056,284		(d)		1,297,220
Asset retirement obligations		155,696			117,631			(6,377	)	(a)		266,950
Derivative instruments		3,022			—			—				3,022
Operating lease liabilities		15,993			13,067			—				29,060
Other liabilities		11,893			—			—				11,893

Total liabilities		1,950,336			792,451			1,271,158				4,013,945

Commitments and contingencies
Stockholders’ equity
Common stock		459			2,694,403			(2,694,196	)	(a)		666
Treasury stock		(523,288	)		—			—				(523,288	)
Additional paid-in capital		3,575,557			13,531			3,718,399		(a)		7,307,487
Retained earnings		2,022,450			(1,160,719	)		1,160,719		(a)		1,966,817
								(37,252	)	(f)
								(11,994	)	(g)
								(6,387	)	(h)
Accumulated other comprehensive loss		—			(301,341	)		301,341		(a)		—

Total stockholders’ equity		5,075,178			1,245,874			2,430,630				8,751,682

Total liabilities and stockholders’ equity	$	7,025,514		$	2,038,325		$	3,701,788			$	12,765,627


	As Reported			Enerplus As Adjusted – Note 2			Transaction Accounting Adjustments – Note 3				Pro Forma Combined Chord
Revenues
Oil, NGL and gas revenues	$	748,162		$	332,835		$	—			$	1,080,997
Purchased oil and gas sales		337,098			—			—				337,098

Total revenues		1,085,260			332,835			—				1,418,095
Operating expenses
Lease operating expenses		159,206			72,799			—				232,005
Gathering, processing and transportation expenses		53,984			32,464			—				86,448
Purchased oil and gas expenses		335,762			—			—				335,762
Production taxes		63,911			29,436			—				93,347
Depreciation, depletion and amortization		168,894			92,510			8,537		(a)		269,941
General and administrative expenses		25,712			32,026			4,417		(b)		62,155
Exploration and impairment		6,154			—			—				6,154

Total operating expenses		813,623			259,235			12,954				1,085,812
Gain on sale of assets, net		1,302			—			—				1,302

Operating income		272,939			73,600			(12,954	)			333,585
Other income (expense)
Net gain (loss) on derivative instruments		(27,577	)		(2,775	)		—				(30,352	)
Net gain (loss) from investment in unconsolidated affiliate		16,296			—			—				16,296
Interest expense, net of capitalized interest		(7,592	)		(3,098	)		(1,725	)	(c)		(12,415	)
Other income		2,826			3,441			—				6,267

Total other income (expense), net		(16,047	)		(2,432	)		(1,725	)			(20,204	)

Income from continuing operations		256,892			71,168			(14,679	)			313,381
Income tax expense		(57,539	)		(5,032	)		3,523		(d)		(59,048	)

Net income	$	199,353		$	66,136		$	(11,156	)		$	254,333

Earnings per share:
Basic	$	4.79									$	4.08		(e)
Diluted	$	4.65									$	4.00		(e)
Weighted average shares outstanding:
Basic		41,648			—			—				62,328		(e)
Diluted		42,747			—			—				63,607		(e)


		Balance Sheet As of March 31, 2024 (In thousands)
Enerplus Caption	Chord Caption	Enerplus Historical			Reclassification Adjustments			Ref.		Enerplus As Adjusted
Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	33,412		$	—				$	33,412
Accounts receivable, net of allowance for doubtful accounts	Accounts receivable, net		252,571			—					252,571
	Inventory		—			2,350			(i)		2,350
	Prepaid expenses		—			13,394			(i)		13,394
Derivative financial assets	Derivative instruments (current asset)		—			—					—
Other current assets	Other current assets		28,748			(15,744	)		(i)		13,004

Total current assets			314,731			—					314,731

Property and equipment:
Crude oil and natural gas properties (full cost method)	Oil and gas properties (successful efforts method)		1,551,081			6,336,884			(ii)		7,887,965
Other capital assets	Other property and equipment		10,994			92,963			(iii)		103,957

Total property and equipment			1,562,075			6,429,847					7,991,922
	Less: accumulated depreciation, depletion and amortization		—			(6,429,847	)		(ii) (iii)		(6,429,847	)

Total property and equipment, net			1,562,075			—					1,562,075
	Derivative instruments		—			—					—
	Investment in unconsolidated affiliate		—			—					—
	Long-term inventory		—			5,257			(iv)		5,257
Right-of-use assets	Operating right-of-use assets		23,851			—					23,851
Deferred income tax asset	Deferred tax assets		131,527			—					131,527
Other long-term assets	Other assets		6,141			(5,257	)		(iv)		884

Total assets		$	2,038,325		$	—				$	2,038,325

Current liabilities
Accounts payable and other current liabilities	Accounts payable	$	357,541		$	(348,101	)		(v)	$	9,440
	Revenues and production taxes payable		—			185,581			(v)		185,581
	Accrued liabilities		—			162,152			(v)		162,152
	Accrued interest payable		—			—					—
Derivative financial liabilities	Derivative instruments (current liability)		—			368			(v)		368
	Advances from joint interest partners		—			—					—
Current portion of lease liabilities	Current operating lease liabilities		11,460			—					11,460
Current portion of long-term debt	Other current liabilities		80,600			—					80,600

Total current liabilities			449,601			—					449,601

Long-term debt	Long-term debt		93,504			—					93,504
Deferred income tax liability	Deferred tax liabilities		118,648			—					118,648
Asset retirement obligation	Asset retirement obligations		117,631			—					117,631
	Derivative instruments (long-term liability)		—			—					—
Lease liabilities	Operating lease liabilities		13,067			—					13,067
	Other liabilities		—			—					—

Total liabilities			792,451			—					792,451

Equity
Share capital	Common stock		2,694,403			—					2,694,403
	Treasury stock		—			—					—
Paid-in capital	Additional paid-in capital		13,531			—					13,531
Accumulated deficit	Retained earnings		(1,160,719	)		—					(1,160,719	)
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(301,341	)		—					(301,341	)

Total equity			1,245,874			—					1,245,874

Total liabilities and equity		$	2,038,325		$	—				$	2,038,325


		Statement of Operations Three Months Ended March 31, 2024 (In thousands)
Enerplus Caption	Chord Caption	Enerplus Historical			Reclassification Adjustments			Ref.		Enerplus As Adjusted
Revenues
Crude oil and natural gas sales	Oil, NGL and gas revenues	$	362,037		$	(29,202	)		(i)	$	332,835
	Purchased oil and gas sales		—			—					—
Commodity derivative instruments gain/(loss)	Other services revenues		(2,775	)		2,775			(ii)		—

	Total operating revenues		359,262			(26,427	)				332,835

Expenses
Operating	Lease operating expenses		102,001			(29,202	)		(i)		72,799
Transportation	Gathering, processing and transportation expenses		32,464			—					32,464
	Purchased oil and gas expenses		—			—					—
Production taxes	Production taxes		29,436			—					29,436
General and administrative	General and administrative expenses		24,257			7,769			(iii)		32,026
Depletion, depreciation and accretion	Depreciation, depletion and amortization		92,510			—					92,510
Interest			3,530			(3,530	)		(iv)		—
Other expense/(income)			(3,873	)		3,873			(v)		—
Transaction costs			7,769			(7,769	)		(iii)		—
	Exploration and impairment		—			—					—

	Total operating expenses		288,094			(28,859	)				259,235

	Gain on sale of assets, net		—			—					—

	Operating income		71,168			2,432					73,600

	Net gain (loss) on derivative instruments		—			(2,775	)		(ii)		(2,775	)
	Net gain from investment in unconsolidated affiliate		—			—					—
	Interest expense, net of capitalized interest		—			(3,098	)		(iv) (v)		(3,098	)
	Other income (expense)		—			3,441			(v)		3,441

	Total other income (expense), net		—			(2,432	)				(2,432	)

Income/(Loss) Before Taxes	Income from continuing operations		71,168			—					71,168
Income tax expense (benefit)
Current income tax expense/(recovery)	Income tax (expense) benefit		2,445			2,587			(vi) (vii)		(5,032	)
Deferred income tax expense/(recovery)			2,587			(2,587	)		(vi)		—

	Total income tax expense (benefit)		5,032			—					(5,032	)

Net Income/(Loss)	Net income attributable to Chord	$	66,136		$	—				$	66,136


		Statement of Operations
		Year Ended December 31, 2023
		(In thousands)
Enerplus Caption	Chord Caption	Enerplus Historical			Reclassification Adjustments			Ref.			Enerplus As Adjusted
Revenues
Crude oil and natural gas sales	Oil, NGL and gas revenues	$	1,663,016		$	(116,930	)		(i)		$	1,546,086
	Purchased oil and gas sales		—			—						—
Commodity derivative instruments gain/(loss)	Other services revenues		31,317			(31,317	)		(ii)			—

	Total operating revenues		1,694,333			(148,247	)					1,546,086

Expenses
Operating	Lease operating expenses		389,677			(116,930	)		(i)			272,747
Transportation	Gathering, processing and transportation expenses		145,576			—						145,576
	Purchased oil and gas expenses		—			—						—
Production taxes	Production taxes		135,131			—						135,131
General and administrative	General and administrative expenses		65,664			—						65,664
Depletion, depreciation, accretion, and impairment	Depreciation, depletion and amortization		377,495			—						377,495
Interest			17,597			(17,597	)		(iii)			—
Foreign exchange (gain)/loss			60			(60	)		(iv)			—
Transaction costs and other expense/(income)			(4,297	)		4,297			(v)			—
	Exploration and impairment		—			—						—

	Total operating expenses		1,126,903			(130,290	)					996,613

	Gain on sale of assets, net		—			—						—

	Operating income		567,430			(17,957	)					549,473

	Net gain (loss) on derivative instruments		—			31,317			(ii)			31,317
	Net gain from investment in unconsolidated affiliate		—			—						—
	Interest expense, net of capitalized interest		—			(15,120	)		(iii)	(v)		(15,120	)
	Other income (expense)		—			1,760			(iv)	(v)		1,760

	Total other income (expense), net		—			17,957						17,957

Income/(Loss) Before Taxes	Income from continuing operations		567,430			—						567,430
Income tax expense (benefit)
Current income tax expense/(recovery)	Income tax (expense) benefit		27,183			84,171			(vi)	(vii)		(111,354	)
Deferred income tax expense/(recovery)			84,171			(84,171	)		(vi)			—

	Total income tax expense (benefit)		111,354			—						(111,354	)

Net Income/(Loss)	Net income attributable to Chord	$	456,076		$	—					$	456,076


	Enerplus Shares Outstanding⁽¹⁾		Chord Shares Issued ⁽²⁾		Per Share Price⁽³⁾		Purchase Price Consideration ⁽⁴⁾
Chord shares issued to legacy Enerplus shareholders				20,680	$	180.47	$	3,732,137
Plus: Cash consideration per eligible share of legacy Enerplus common shares issued and outstanding		204,246				1.84		375,813
Plus: Cash consideration to settle legacy Enerplus awards								102,393
Plus: Cash consideration to payoff legacy Enerplus debt contemporaneously with close								53,433
Plus: Cash consideration to pay a retention bonus to legacy Enerplus employees								5,920

Preliminary arrangement consideration							$	4,269,696


	Preliminary Purchase Price Allocation
Assets Acquired
Cash and cash equivalents	$	33,412
Accounts receivable, net		254,003
Inventory		2,350
Prepaid expenses		3,249
Other current assets		13,004
Oil and gas properties (successful efforts method)		5,253,783
Other property and equipment		10,994
Long-term inventory		5,257
Operating right-of-use assets		23,851
Other assets		884

Total assets acquired		5,600,787

Liabilities Assumed
Accounts payable		9,440
Revenues and production taxes payable		185,581
Accrued liabilities		175,048
Current portion of long-term debt		78,878
Derivative instruments (current liability)		368
Current operating lease liabilities		11,460
Long-term debt		37,079
Deferred tax liabilities		1,174,932
Asset retirement obligations		111,254
Operating lease liabilities		13,067

Total liabilities assumed		1,797,107

Net Assets Acquired	$	3,803,680
Goodwill Acquired		466,016

Purchase price consideration	$	4,269,696


	Three Months Ended March 31, 2024
	(In thousands)
Elimination of interest expense on Enerplus’ bank credit facilities	$	2,472
Incremental interest expense for amortization of remeasurement of legacy Enerplus’ senior notes		(647	)
Reduction of interest expense related to capitalized interest to align with Chord’s accounting policy		558
Incremental interest expense for borrowings on Chord’s revolving credit facility		(3,859	)
Incremental interest expense for amortization of deferred financing costs		(249	)

Net transaction accounting adjustments to interest expense	$	(1,725	)


	Three Months Ended March 31, 2024
	(In thousands, except per share data)
Pro forma net income	$	254,333
Basic shares:
Chord shares outstanding (weighted average per statement of operations)		41,648
Chord shares issued in exchange for legacy Enerplus shares as part of consideration transferred		20,680

Pro forma weighted average common shares outstanding, basic		62,328

Diluted shares:
Pro forma weighted average shares outstanding, basic		62,328
Dilutive effect of shares convertible from Chord share based awards		500
Dilutive effect of shares convertible from Chord in-the-money warrants		779

Pro forma weighted average common shares outstanding, diluted		63,607

Earnings attributable to Chord per share, basic	$	4.08
Earnings attributable to Chord per share, diluted	$	4.00
Anti-dilutive weighted average common shares:
Potential common shares		2,238


	Crude Oil (MBbl)
	Chord Historical			Enerplus Historical			Pro Forma Combined
Proved reserves
Net proved reserves at December 31, 2022		381,288			148,953			530,241
Revision of previous estimates		(38,073	)		(14,905	)		(52,978	)
Extensions, discoveries and other additions		53,207			28,551			81,758
Sales of reserves in place		(3,999	)		(952	)		(4,951	)
Purchase of reserves in place		12,375			—			12,375
Production		(36,427	)		(18,532	)		(54,959	)

Net proved reserves at December 31, 2023		368,371			143,115			511,486

Proved developed reserves:
December 31, 2022		272,529			80,809			353,338
December 31, 2023		241,362			69,755			311,117
Proved undeveloped reserves:
December 31, 2022		108,759			68,144			176,903
December 31, 2023		127,009			73,360			200,369


	Natural Gas (MMcf)
	Chord Historical			Enerplus Historical			Pro Forma Combined
Proved reserves
Net proved reserves at December 31, 2022		814,926			877,468			1,692,394
Revision of previous estimates		(33,308	)		(168,462	)		(201,770	)
Extensions, discoveries and other additions		62,273			40,173			102,446
Sales of reserves in place		(3,067	)		(1,079	)		(4,146	)
Purchase of reserves in place		20,060			—			20,060
Production		(82,953	)		(82,775	)		(165,728	)

Net proved reserves at December 31, 2023		777,931			665,325			1,443,256

Proved developed reserves:
December 31, 2022		689,651			624,988			1,314,639
December 31, 2023		640,180			519,714			1,159,894
Proved undeveloped reserves:
December 31, 2022		125,275			252,480			377,755
December 31, 2023		137,751			145,611			283,362


	NGL (MBbl)
	Chord Historical			Enerplus Historical			Pro Forma Combined
Proved reserves
Net proved reserves at December 31, 2022		138,451			27,100			165,551
Revision of previous estimates		(5,270	)		675			(4,595	)
Extensions, discoveries and other additions		15,046			4,303			19,349
Sales of reserves in place		(53	)		(119	)		(172	)
Purchase of reserves in place		3,052			—			3,052
Production		(13,047	)		(4,170	)		(17,217	)

Net proved reserves at December 31, 2023		138,179			27,789			165,968

Proved developed reserves:
December 31, 2022		115,227			16,342			131,569
December 31, 2023		105,702			15,038			120,740
Proved undeveloped reserves:
December 31, 2022		23,224			10,758			33,982
December 31, 2023		32,477			12,751			45,228


	Total (MBoe)
	Chord Historical			Enerplus Historical			Pro Forma Combined
Proved reserves
Net proved reserves at December 31, 2022		655,560			322,298			977,858
Revision of previous estimates		(48,894	)		(42,307	)		(91,201	)
Extensions, discoveries and other additions		78,632			39,550			118,182
Sales of reserves in place		(4,563	)		(1,251	)		(5,814	)
Purchase of reserves in place		18,770			—			18,770
Production		(63,300	)		(36,498	)		(99,798	)

Net proved reserves at December 31, 2023		636,205			281,792			917,997

Proved developed reserves:
December 31, 2022		502,698			201,316			704,014
December 31, 2023		453,760			171,412			625,172
Proved undeveloped reserves:
December 31, 2022		152,862			120,982			273,844
December 31, 2023		182,445			110,380			292,825


	Year Ended December 31, 2023
	(In thousands)
	Chord Historical			Enerplus Historical			Pro Forma Combined
Future cash inflows	$	31,882,940		$	10,888,013		$	42,770,953
Future production costs		(13,815,882	)		(3,824,062	)		(17,639,944	)
Future development costs		(3,055,823	)		(1,803,944	)		(4,859,767	)
Future income tax expense		(2,573,017	)		(1,078,714	)		(3,651,731	)

Future net cash flows		12,438,218			4,181,293			16,619,511
10% annual discount for estimating timing of cash flows		(5,447,578	)		(1,308,753	)		(6,756,331	)

Standardized measure of discounted future net cash flows	$	6,990,640		$	2,872,540		$	9,863,180