Greenfire Resources Ltd 6-K, filed Nov 15, 2023
Greenfire Resources Ltd. (GFR)
About this 6-K
Greenfire Resources Ltd filed this 6-K on November 15, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number 001-41810
GREENFIRE RESOURCES LTD.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name)
1900 – 205, 5th Avenue SW
Calgary, Alberta, T2P 2V7
(403) 264-9046
(Address and telephone number of registrant's principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
DOCUMENTS INCLUDED AS PART OF THIS REPORT
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Greenfire Resources Ltd. | |||
| Date: November 14, 2023 | By: | /s/ Tony Kraljic | |
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
2
Exhibit 99.1
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As at and for the three and nine month periods ended
September 30, 2023
Greenfire Resources Ltd.
Condensed Interim Consolidated Balance Sheets
(Unaudited)
| As at ($CAD thousands) | note | September 30, 2023 | December 31, 2022 | |||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 65,976 | $ | 35,363 | ||||||
| Restricted cash | 6 | 43,779 | 35,313 | |||||||
| Accounts receivable | 7 | 41,393 | 34,308 | |||||||
| Inventories | 8 | 14,264 | 14,568 | |||||||
| Prepaid expenses and deposits | 1,505 | 3,975 | ||||||||
| 166,917 | 123,527 | |||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment | 9 | 937,796 | 963,050 | |||||||
| Deferred income tax asset | 94,176 | 87,681 | ||||||||
| 1,031,972 | 1,050,731 | |||||||||
| Total assets | 1,198,889 | 1,174,258 | ||||||||
| Liabilities | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | 49,416 | 46,569 | ||||||||
| Current portion of long-term debt | 12 | 69,652 | 63,250 | |||||||
| Current portion of lease liabilities | 13 | 3,887 | 98 | |||||||
| Warrant liability | 17 | 21,326 | - | |||||||
| Taxes payable | 4 | 5,226 | - | |||||||
| Risk management contracts | 11 | 18,452 | 27,004 | |||||||
| 167,959 | 136,921 | |||||||||
| Non-current liabilities | ||||||||||
| Long-term debt | 12 | 313,190 | 191,158 | |||||||
| Lease liabilities | 13 | 9,870 | 865 | |||||||
| Decommissioning liabilities | 10 | 8,213 | 7,543 | |||||||
| 331,273 | 199,566 | |||||||||
| Total liabilities | 499,232 | 336,487 | ||||||||
| Shareholders’ equity | ||||||||||
| Share capital | 4,16 | 158,515 | 15 | |||||||
| Contributed surplus | 4,16 | 9,788 | 44,674 | |||||||
| Retained earnings | 531,354 | 793,082 | ||||||||
| 699,657 | 837,771 | |||||||||
| Total liabilities and shareholders’ equity | $ | 1,198,889 | $ | 1,174,258 | ||||||
Commitments (note 15)
See accompanying notes to the unaudited condensed interim consolidated financial statements
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 2 |
Condensed Interim Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
Three months ended September 30 | Nine months ended September 30 | |||||||||||||||||
| ($CAD thousands, except per share amounts) | note | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues | ||||||||||||||||||
| Oil sales | $ | 160,967 | $ | 209,550 | $ | 514,240 | $ | 818,108 | ||||||||||
| Royalties | (7,387 | ) | (11,959 | ) | (17,682 | ) | (42,587 | ) | ||||||||||
| Oil sales, net of royalties | 153,580 | 197,591 | 496,558 | 775,521 | ||||||||||||||
| Risk management contracts (losses) gains | 11 | (7,605 | ) | 81,752 | 1,595 | (123,702 | ) | |||||||||||
| 145,975 | 279,343 | 498,153 | 651,819 | |||||||||||||||
| Expenses | ||||||||||||||||||
| Diluent expense | 52,089 | 65,893 | 227,972 | 282,069 | ||||||||||||||
| Transportation and marketing | 12,796 | 15,340 | 42,396 | 51,276 | ||||||||||||||
| Operating expenses | 38,442 | 36,507 | 113,881 | 118,397 | ||||||||||||||
| General and administrative | 3,303 | 2,795 | 8,135 | 8,145 | ||||||||||||||
| Stock-based compensation | 16 | 9,157 | - | 9,808 | - | |||||||||||||
| Financing and interest | 14 | 73,130 | 10,081 | 93,844 | 47,275 | |||||||||||||
| Depletion and depreciation | 9 | 13,746 | 14,651 | 51,781 | 50,325 | |||||||||||||
| Exploration expenses | 516 | 797 | 3,335 | 1,478 | ||||||||||||||
| Other (income) and expenses | (926 | ) | (224 | ) | (1,592 | ) | 1,161 | |||||||||||
| Transaction costs | 4 | 4,083 | - | 8,324 | - | |||||||||||||
| Listing expense | 4 | 110,704 | - | 110,704 | ||||||||||||||
| Gain on revaluation of warrants | 17 | (32,277 | ) | - | (32,277 | ) | - | |||||||||||
| Foreign exchange loss (gain) | 5,877 | 21,909 | (650 | ) | 28,985 | |||||||||||||
| Total Expenses | 290,640 | 167,749 | 635,661 | 589,111 | ||||||||||||||
| Net income (loss) before taxes | $ | (144,665 | ) | $ | 111,594 | $ | (137,508 | ) | $ | 62,708 | ||||||||
| Income tax recovery | 5,976 | - | 6,494 | - | ||||||||||||||
| Net income (loss) and comprehensive income (loss) | $ | (138,689 | ) | $ | 111,594 | $ | (131,014 | ) | $ | 62,708 | ||||||||
| Net income (loss) per share | ||||||||||||||||||
| Basic1 | 16 | $ | (2.72 | ) | $ | 2.28 | $ | (2.64 | ) | $ | 1.28 | |||||||
| Diluted1 | 16 | $ | (2.72 | ) | $ | 2.14 | $ | (2.64 | ) | $ | 1.20 | |||||||
| 1 | For the periods ended September 30, 2022, the Company’s basic and diluted earnings per share is the net income per common share of Greenfire Resources Inc (see Note 1)., and the weighted average common shares outstanding has been scaled by the applicable exchange ratio following the completion of the De-Spac Transaction with MBSC (Note 4.) |
See accompanying notes to the unaudited condensed interim consolidated financial statements
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 3 |
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
| Nine months ended September 30 | ||||||||||
| ($CAD Thousands) | note | 2023 | 2022 | |||||||
| Share capital | ||||||||||
| Balance, beginning of period | $ | 15 | $ | 15 | ||||||
| Issuance on exercise of bond warrants | 4,16 | 38,911 | - | |||||||
| Issuance to MBSC shareholders | 4,16 | 62,959 | - | |||||||
| Issuance of shares for PIPE investments | 4,16 | 56,630 | - | |||||||
| Balance, end of period | 158,515 | 15 | ||||||||
| Contributed surplus | ||||||||||
| Balance, beginning of period | 44,674 | - | ||||||||
| Stock-based compensation | 16 | 9,808 | - | |||||||
| Exercise of bond warrants | 4,16 | (43,492 | ) | - | ||||||
| Exercise of performance warrants | 4,16 | (1,202 | ) | - | ||||||
| Balance, end of period | 9,788 | - | ||||||||
| Retained earnings | ||||||||||
| Balance, beginning of period | 793,082 | 661,384 | ||||||||
| Common shares repurchased and cancelled | 4,16 | (41,464 | ) | - | ||||||
| Deemed dividend on De-Spac transaction | 4,16 | (59,388 | ) | |||||||
| Exercise of bond warrants | 4,16 | 4,580 | - | |||||||
| Exercise of performance warrants | 4,16 | 1,202 | - | |||||||
| Issuance of warrants | 17 | (35,644 | ) | - | ||||||
| Net income (loss) and comprehensive income (loss) | (131,014 | ) | 62,708 | |||||||
| Balance, end of period | 531,354 | 724,092 | ||||||||
| Total shareholders’ equity | $ | 699,657 | $ | 724,107 | ||||||
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 4 |
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited)
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||||
| ($CAD Thousands) | note | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating activities | ||||||||||||||||||
| Net income (loss) | $ | (138,689 | ) | $ | 111,594 | $ | (131,014 | ) | $ | 62,708 | ||||||||
| Items not affecting cash: | ||||||||||||||||||
| Income tax recovery | (5,976 | ) | - | (6,494 | ) | - | ||||||||||||
| Unrealized loss (gain) on risk management contracts | 11 | 7,605 | (119,360 | ) | (8,552 | ) | (4,949 | ) | ||||||||||
| Depletion and depreciation | 9 | 14,401 | 14,761 | 52,058 | 50,063 | |||||||||||||
| Stock-based compensation | 16 | 9,157 | - | 9,808 | - | |||||||||||||
| Accretion | 10 | 229 | 195 | 670 | 543 | |||||||||||||
| Other non-cash expenses | 17 | - | 51 | - | ||||||||||||||
| Foreign exchange loss (gain) | 5,639 | 21,909 | (893 | ) | 28,985 | |||||||||||||
| Amortization of debt issuance costs | 12 | 42,128 | 1,283 | 41,151 | 10,089 | |||||||||||||
| Debt redemption premium | 14 | 19,152 | - | 19,152 | - | |||||||||||||
| Gain on revaluation of warrants | 17 | (32,277 | ) | - | (32,277 | ) | - | |||||||||||
| Listing expense | 4 | 110,704 | - | 110,704 | - | |||||||||||||
| Change in non-cash working capital | 18 | 9,783 | 18,779 | 6,653 | (58 | ) | ||||||||||||
| Cash provided by operating activities | 41,873 | 49,161 | 61,017 | 147,381 | ||||||||||||||
| Financing activities | ||||||||||||||||||
| Issuance of long-term debt net of issuance costs | 382,454 | - | 382,454 | - | ||||||||||||||
| Repayment of long-term debt | 12 | (294,647 | ) | - | (294,647 | ) | (60,691 | ) | ||||||||||
| Debt redemption premium | 14 | (19,152 | ) | - | (19,152 | ) | - | |||||||||||
| Issuance of common shares | 4,16 | 67,115 | - | 67,115 | - | |||||||||||||
| Common shares repurchased | 4,16 | (41,464 | ) | - | (41,464 | ) | - | |||||||||||
| Deemed dividend on De-SPAC transaction | 4,16 | (59,388 | ) | - | (59,388 | ) | - | |||||||||||
| De-Spac transaction costs | (34,817 | ) | - | (34,817 | ) | - | ||||||||||||
| Payment of lease liabilities | 13 | (36 | ) | - | (48 | ) | - | |||||||||||
| Cash used by (used in) financing activities | 65 | - | 53 | (60,691 | ) | |||||||||||||
| Investing activities | ||||||||||||||||||
| Property, plant and equipment expenditures | 9 | (9,587 | ) | (14,325 | ) | (14,015 | ) | (27,229 | ) | |||||||||
| Contributions to restricted cash | 3,584 | (5,396 | ) | (8,466 | ) | (18,713 | ) | |||||||||||
| Change in non-cash working capital (accrued additions to PP&E) | 18 | (7,296 | ) | (3,630 | ) | (8,404 | ) | (486 | ) | |||||||||
| Cash used in investing activities | (13,299 | ) | (23,351 | ) | (30,885 | ) | (46,428 | ) | ||||||||||
| Exchange rate impact on cash and cash equivalents held in foreign currency | 455 | 637 | 428 | (1,309 | ) | |||||||||||||
| Change in cash and cash equivalents | 29,094 | 26,447 | 30,613 | 38,953 | ||||||||||||||
| Cash and cash equivalents, beginning of period | 36,882 | 73,375 | 35,363 | 60,869 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 65,976 | $ | 99,822 | $ | 65,976 | $ | 99,822 | ||||||||||
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 5 |
Notes to the Condensed Interim Consolidated Financial Statements
As at September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022
(Unaudited)
1. CORPORATE INFORMATION
Greenfire Resources Ltd. (the “Company” or “Greenfire”) was incorporated under the laws of Alberta on December 9, 2022. On September 20, 2023, the Company participated in a De-Spac transaction involving a number of entities, including Greenfire Resources Inc. (“GRI”) and M3-Brigade Acquisition III Corp (“MBSC”) (the “De-Spac Transaction”). Refer to Note 4 De-Spac Transaction for additional information. These unaudited condensed interim consolidated financial statements are comprised of the accounts of Greenfire and its wholly owned subsidiaries, GRI and MBSC. The prior period amounts presented are those of GRI, which continued as the operating entity, concurrent with recapitalization.
The Company and its subsidiaries are engaged in the exploration, development and operation of oil and gas properties, focused primarily in the Athabasca oil sands region of Alberta. The Company’s corporate head office is located at 1900, 205 5th Avenue SW, Calgary, AB T2P 2V7.
2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE
These unaudited condensed interim consolidated financial statements (“interim consolidated financial statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) using International Accounting Standard IAS 34: “Interim Financial Reporting”. They are condensed as they do not include all of the information required for full annual consolidated financial statements, and they should be read in conjunction with the audited annual consolidated financial statements of GRI for the year ended December 31, 2022 (the “Annual Financial Statements”). The Interim Consolidated Financial Statements have been prepared on a basis consistent with the accounting, estimation and valuation policies described in the Annual Financial Statements, except as described below. The unaudited condensed interim financial statements reflect all normal and reoccurring adjustments that are, in the opinion of management, necessary for a for a fair presentation of the results for the interim periods presented.
In these Interim Consolidated Financial Statements, all amounts are expressed in Canadian dollars (“$CAD”), which is the Company’s functional currency, unless otherwise indicated. These Interim Consolidated Financial Statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at their estimated fair value.
The Company has one reportable operating segment which is made up of its oil sands operations based on geographic location (Athabasca oil sands region of Alberta, Canada), nature of the products sold and integration of facilities and operations. The chief operating decision maker is the President and CEO, who reviews operating results at this level to assess financial performance and make resource allocation decisions. The Company determines its operating segments based on the differences in the nature of operations, products sold, economic characteristics and regulatory environments and management. All of the Company’s non-current assets are located in and revenue is earned in Canada.
These Interim Consolidated Financial Statements were approved by Greenfire’s board of directors on November 14, 2023.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 6 |
3. MATERIAL ACCOUNTING POLICY INFORMATION
The Interim Consolidated Financial Statements follow the same accounting policies as the most recent Annual Financial Statements of GRI with the exception of certain amendments to accounting standards or new interpretations issued by the International Accounting Standards Board (“IASB”), which were adopted effective January 1, 2023. These are as follows: IFRS 17, “Insurance Contracts”, as well as the amendments to IAS 12, “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”, IAS 1, “Disclosure of Material Accounting Policy Information”, and IAS 8, “Definition of Accounting Estimates”. The adoption of these standards and amendments has not had a material impact on the accounting policies, methods of computation or presentation applied by the Company.
The timely preparation of financial statements requires that management make estimates and assumptions and use judgment. Revisions to accounting estimates are recognized in the period in which the estimates are revised. Accordingly, actual results may differ from estimated amounts as future confirming events occur. Significant estimates and judgment used in the preparation of the Interim Consolidated Financial Statements are described in the Annual Financial Statements.
4. De-Spac Transaction
On September 20, 2023, Greenfire, GRI, MBSC, DE Greenfire Merger Sub Inc. (“DE Merger Sub”) and 2476276 Alberta ULC (“Canadian Merger Sub”), completed a De-Spac Transaction pursuant to a business combination agreement dated December 14, 2022, as amended (the “Business Combination Agreement”) with MBSC. DE Merger Sub and Canadian Merger Sub were incorporated in December 2022 for the purposes of completing the De-Spac Transaction.
Pursuant to the De-Spac Transaction (i) Canadian Merger Sub amalgamated with and into GRI pursuant to a statutory plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Alberta), with GRI continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of Greenfire and (ii) DE Merger Sub merged with and into MBSC pursuant to a Delaware statutory merger (the “Merger) with MBSC continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of Greenfire.
As a result of the De-Spac Transaction, the following occurred:
| ● | Of the GRI 8,937,518 common shares outstanding, 7,996,165 were converted to 43,690,534 common shares of Greenfire and 941,353 were cancelled in exchange for cash consideration of $70.8 million. Cash consideration was comprised of a dividend paid of $59.4 million and $11.4 million for shares repurchased and cancelled by the Company. The $70.8 million cash consideration was recorded as a reduction to retained earnings. |
| ● | 312,500 outstanding GRI bondholder warrants were exchanged for 3,225,810 GRI common shares of which 2,886,048 were converted to 15,769,183 common shares of Greenfire and 339,245 were cancelled in exchange for cash consideration of $25.5 million. This $25.5 million was recorded as a reduction to retained earnings. In conjunction with the share conversion and cancellation, $43.5 million was reclassified from contributed surplus to share capital ($38.9 million) and retained earnings ($4.6 million). |
| ● | Of the 739,912 GRI performance warrants outstanding, 661,971 were converted into 3,617,016 Greenfire performance warrants and 77,941 were cancelled for cash consideration of $4.5 million, which was the fair value of the warrants. The $4.5 million was recorded as a reduction to retained earnings. In conjunction with the cancellation, $1.2 million was reclassified from contributed surplus to retained earnings. |
| ● | Greenfire issued an additional 5,000,000 Greenfire warrants to former GRI shareholders, GRI bond warrant holders and performance warrant holders that entitle the holder of each warrant to purchase one common share of Greenfire. The warrants were recorded as a warrant liability on the condensed interim consolidated balance sheet, see Note 17. |
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 7 |
| ● | 755,707 MBSC Class A common shares held by MBSC’s public shareholders were converted into 755,707 Greenfire common shares. |
| ● | 4,250,000 Class B MBSC common shares were converted into 4,250,000 Greenfire common shares. |
| ● | MBSC redeemed 10,000,000 MSBC public warrants for cash consideration of $6.7 million (US$5.0 million). |
| ● | 2,526,667 MBSC private placements warrants were converted into 2,526,667 Greenfire warrants, which were recorded as a warrant liability on the condensed interim consolidated balance sheet, see Note 17. |
| ● | Concurrent with the execution of the Business Combination Agreement, the Company and MBSC had entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase Class A common shares of MBSC at a purchase price of US$10.10 per share. MBSC issued 4,177,091 Class A common shares to the PIPE Investors for proceeds of $56.6 million (US$42.2 million) which were converted into Greenfire common shares at the closing of the De-Spac Transaction. |
Greenfire has been identified as the acquirer for accounting purposes. As MBSC does not meet the definition of a business under IFRS 3 Business Combinations, the transaction is accounted for pursuant to IFRS 2 Share Based Payment. On closing of the De-Spac Transaction, the Company accounted for the excess of the fair value of Greenfire common shares issued to MBSC shareholders as consideration, over the fair value of MBSC’s identifiable net assets at the date of closing, resulting in $110.7 million (US$82.5 million) being recognized as a listing expense. The fair value of MBSC Class B common shares exchanged for Greenfire common shares was measured at the market price of MBSC’s publicly traded Class A common shares on September 20, 2023, which was US$9.37 per share. The fair value of MBSC Class A common shares exchanged for Greenfire common shares was measured at the market price of MBSC’s publicly traded Class A common shares on September 20, 2023, which was US$9.37 per share. As part of the De-Spac Transaction, Greenfire acquired marketable securities held in trust, prepaid expenses, accrued liabilities, taxable payable, other liabilities, warrant liability and deferred underwriting fees. The following table reconciles the elements of the listing expense:
| ($ thousands) | ||||
| Total fair value of consideration deemed to have been issued by Greenfire: | ||||
| 4,250,000 MBSC Class B common shares at US$9.37 per common share (US$39.8 million) | $ | 53,454 | ||
| 755,707 MBSC Class A common shares at US$9.37 per common share (US$7.1 million) | $ | 9,505 | ||
| Less the following: | ||||
| Fair value of identifiable net assets of MBSC | ||||
| Marketable securities held in Trust Account | 10,485 | |||
| Prepaid expenses and deposits | 8 | |||
| Accounts payable and accrued liabilities | (16,262 | ) | ||
| Warrant liability | (17,959 | ) | ||
| Other liability | (5,369 | ) | ||
| Deferred underwriting fee | (13,422 | ) | ||
| Taxes payable | (5,226 | ) | ||
| Fair value of identifiable net assets of MBSC | (47,745 | ) | ||
| Total listing expense | $ | 110,704 | ||
The listing expense is presented in the condensed interim consolidated statement of comprehensive income (loss). For the three and nine months ended September 30, 2023, the Company expensed $4.1 million (2022-$nil) and $8.3 million (2022-$nil) in transaction costs.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 8 |
5. FINANCIAL INSTRUMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants who are independent, knowledgeable and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. The Company is able to classify fair value balances based on the observability of these inputs. The authoritative guidance for fair value measurements establishes three levels of the fair value hierarchy, defined as follows:
| ● | Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets; |
| ● | Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability; and |
| ● | Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment. |
The following table summarizes the method by which the Company measures its financial instruments on the consolidated balance sheets:
Financial Instrument | Classification & Measurement | |
| Cash and cash equivalents | Amortized cost | |
| Restricted cash | Amortized cost | |
| Accounts receivable | Amortized cost | |
| Risk management contracts | Fair value through profit and loss | |
| Accounts payable and accrued liabilities | Amortized cost | |
| Warrant liability | Fair value through profit and loss | |
| Long-term debt | Amortized cost |
The carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued liabilities included on the condensed interim consolidated balance sheets approximates the fair values of the respective assets and liabilities due to the short-term nature of those instruments.
Derivative financial instruments are used by the Company to manage risks related to commodity prices. All derivatives are classified at fair value through profit and loss. Derivative financial instruments are included on the condensed interim consolidated balance sheet and are classified as current or non-current based on the contractual terms specific to the instrument. Gains and losses on re-measurement of derivatives are shown separately on the condensed interim consolidated statement of comprehensive income (loss) in the period in which they arise.
The warrants issued were classified as financial liabilities due to a cashless exercise feature and are measured at fair value upon issuance and at each subsequent reporting period, with the changes in fair value and recorded in the condensed interim consolidated statement of comprehensive income (loss). The fair value of these warrants is determined using the Black-Scholes option valuation model.
The estimated fair value of long-term debt has been determined based on period-end trading prices of long-term debt on the secondary market (level 2).
The Company is exposed to a number of different financial risks arising from normal course business exposures, as well as the Company’s use of financial instruments. There have been no changes in the Company’s objectives, policies or risks surrounding financial instruments.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 9 |
Commodity price risk
The Company is exposed to commodity price risk on its oil sales and energy operating costs due to fluctuations in market prices. The Company continues to execute a consistent risk management program that is primarily designed to reduce the volatility of revenue and cash flow, ensure sufficient cash flows to service debt obligations, and fund the Company’s operations. The Company’s risk management liabilities may consist of hedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differentials, condensate differential, natural gas and electricity swaps. The Company may utilize financial and/or physical delivery contracts to fix commodity prices on a portion of its future production and energy operating costs. The Company does not use financial derivatives for speculative purposes. Refer to Note 11 for further details on the Company’s risk management contracts.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company actively manages its liquidity through cash and debt management strategies. Such strategies include continuously monitoring forecasted and actual cash flows from operating, financing and investing activities and opportunities for further financings. The Company believes that it has access to sufficient capital through internally generated cash flows to meet current spending forecasts and financial obligations for at least twelve months.
The following table details the contractual maturities of financial liabilities as at September 30, 2023:
| ($ thousands) | <1 year | 1-2 years | 2+ years | Total | ||||||||||||
| Accounts payable and accrued liabilities | 49,416 | - | - | 49,416 | ||||||||||||
| Taxes payable | 5,226 | - | - | 5,226 | ||||||||||||
| Lease liabilities(1) | 3,887 | 11,370 | 1,064 | 16,321 | ||||||||||||
| Risk management contracts | 18,452 | - | - | 18,452 | ||||||||||||
| Warrant Liability | 21,326 | - | - | 21,326 | ||||||||||||
| Long-term debt(2) | 94,299 | 183,416 | 251,933 | 529,648 | ||||||||||||
| Total financial liabilities | 192,606 | 194,786 | 252,997 | 640,389 | ||||||||||||
| (1) | These amounts relate to undiscounted payments. |
| (2) | Includes principal and interest payments |
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s accounts receivable. The Company is primarily exposed to credit risk from receivables associated with its oil sales. The Company manages its credit risk exposure by transacting with high-quality credit-worthy counterparties and monitoring creditworthiness and/or credit ratings on an ongoing basis. Trade receivables from oil sales are generally collected on the 25th day of the month following production. Joint interest receivables are typically collected within one to three months of the invoice being issued. The Company has not previously experienced any material credit losses on the collection of accounts receivable. Refer to Note 7 for further details.
Economic dependence
The Company has long-term marketing agreements with a single counterparty (the “Petroleum Marketer”), which has exclusive marketing rights over the Company’s production and diluent purchases at Hangingstone Expansion (“Expansion”), until October 2028 and at Hangingstone Demo (“Demo”), until April 2026. Fees paid to the Petroleum Marketer as part of these agreements include, marketing, incentive and royalty fees. These fees are expensed as incurred as transportation and marketing expenses. In addition, the Petroleum Marketer provided letters of credit in support of the Company’s long-term transportation commitments. As a result of these marketing agreements, the Company is exposed to concentration and credit risks, as all sales are to a single counterparty.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 10 |
6. RESTRICTED CASH
As at September 30, 2023 the Company had a $46.8 million credit facility with its Petroleum Marketer (“Credit Facility”) that was used to issue $46.8 million in letters of credit related to the Company’s long-term pipeline transportation agreements. Under the terms of the Credit Facility, over a period of 24 months and beginning in October 2021, the Company is required to contribute cash to a cash-collateral account (“Reserve Account”) until the balance of the Reserve Account is equal to 105% of the aggregate face value of the Credit Facility. During the nine months ended September 30, 2023, the Company contributed $16.0 million in restricted cash to the Reserve Account.
As at September 30, 2023 the Company had $43.8 million (December 31, 2022, $35.3 million) in restricted cash. Subsequent to September 30, 2023, Greenfire entered into a letter of credit facility guaranteed by Export Development Canada ("EDC Facility") and terminated the Credit Facility. See Note 12. The EDC Facility does not require a cash collateral and therefore the restricted cash at September 30, 2023 has been subsequently released.
7. ACCOUNTS RECEIVABLE
As at ($ thousands) | September 30, 2023 | December 31, 2022 | ||||||
| Trade receivables | $ | 33,165 | $ | 22,428 | ||||
| Joint interest receivables | 8,228 | 11,880 | ||||||
| Accounts receivable | $ | 41,393 | $ | 34,308 | ||||
At September 30, 2023, the Company was exposed to concentration risk associated with its outstanding trade receivables and joint interest receivables balances. Of the Company’s trade receivables at September 30, 2023, 100% was receivable from two companies at approximately 80% and 20% each (December 31, 2022- 100% was receivable from two companies at 64% and 36% each). At September 30, 2023, 100% of the Company’s joint interest receivables were held by a single company (December 31, 2022- 100% by a single company). Maximum exposure to credit risk is represented by the carrying amount of accounts receivable on the balance sheet. There are no material financial assets that the Company considers past due, and no accounts have been written off.
8. INVENTORIES
As at ($ thousands) | September 30, 2023 | December 31, 2022 | ||||||
| Oil inventories | $ | 6,843 | $ | 7,560 | ||||
| Warehouse materials and supplies | 7,421 | 7,008 | ||||||
| Inventories | $ | 14,264 | $ | 14,568 | ||||
During the three and nine months ended September 30, 2023, approximately $115.5 million and $428.5 million, respectively (September 30, 2022 - $130.6 million and $495.3 million) of inventory was recorded within the respective cost components, which are composed of operating expenses, diluent expense, transportation expense and depletion and depreciation in the condensed interim consolidated statements of comprehensive income (loss). As at September 30, 2023 and December 31, 2022, the Company had no inventory write downs.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 11 |
9. PROPERTY, PLANT AND EQUIPMENT (“PP&E”)
| ($ thousands) | Developed and producing | Right-of-use | Corporate assets | Total | ||||||||||||
| Cost | ||||||||||||||||
| Balance as at December 31, 2021 | 1,016,654 | - | 462 | 1,017,116 | ||||||||||||
| Additions | 39,425 | - | 167 | 39,592 | ||||||||||||
| Right-of-use asset additions | - | 969 | - | 969 | ||||||||||||
| Change in decommissioning liabilities | 1,237 | - | - | 1,237 | ||||||||||||
| Balance as at December 31, 2022 | 1,057,316 | 969 | 629 | 1,058,914 | ||||||||||||
| Expenditures on PP&E | 14,074 | - | (59 | ) | 14,015 | |||||||||||
| Right-of-use asset additions | - | 12,789 | - | 12,789 | ||||||||||||
| Balance as at September 30, 2023 | 1,071,390 | 13,758 | 570 | 1,085,718 | ||||||||||||
| Accumulated DD&A | ||||||||||||||||
| Balance as at December 31, 2021 | 27,949 | - | 47 | 27,996 | ||||||||||||
| Depletion and depreciation (1) | 67,623 | 60 | 185 | 67,868 | ||||||||||||
| Balance as at December 31, 2022 | 95,572 | 60 | 232 | 95,864 | ||||||||||||
| Depletion and depreciation (1) | 51,828 | 137 | 93 | 52,058 | ||||||||||||
| Balance as at September 30, 2023 | 147,400 | 197 | 325 | 147,922 | ||||||||||||
| Net book Value | ||||||||||||||||
| Balance at December 31, 2022 | 961,744 | $ | 909 | 397 | 963,050 | |||||||||||
| Balance at September 30, 2023 | $ | 923,990 | $ | 13,561 | $ | 245 | $ | 937,796 | ||||||||
| (1) | As at September 30, 2023 $277 of DD&A was capitalized to inventory (December 31, 2022- $766). |
No indicators of impairment were identified at September 30, 2023, and as such no impairment test was performed.
10. DECOMMISSIONING LIABILITIES
The Company’s decommissioning liabilities result from net ownership interests in oil assets including well sites, gathering systems and processing facilities. The Company estimates the total undiscounted inflated amount of cash flows required to settle its decommissioning liabilities to be approximately $206.5 million (December 31, 2022- $206.5 million). A credit-adjusted discount rate of 12% (December 31, 2022- 12%) and an inflation rate of 2.0% (December 31, 2022- 2.0%) were used to calculate the decommissioning liabilities. A 1.0% change in the credit-adjusted discount rate would impact the discounted value of the decommissioning liabilities by approximately $1.1 million with a corresponding adjustment to PP&E. The decommissioning liabilities are estimated to be settled between the periods of 2031 and 2072 with the majority of the costs being incurred in 2072.
A reconciliation of the Company’s decommissioning liabilities is provided below:
As at ($ thousands) | September 30, 2023 | December 31, 2022 | ||||||
| Balance, beginning of period | $ | 7,543 | $ | 5,517 | ||||
| Change in estimated future costs | - | 1,283 | ||||||
| Accretion expense | 670 | 743 | ||||||
| Balance, end of period | $ | 8,213 | $ | 7,543 | ||||
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 12 |
11. RISK MANAGEMENT CONTRACTS
The Company is exposed to commodity price risk on its oil sales and energy operating costs due to fluctuations in market prices. The Company continues to execute a consistent risk management program that is primarily designed to reduce the volatility of revenue and cash flow, generate sufficient cash flows to service debt obligations, and fund the Company’s operations. The Company’s risk management liabilities may consist of hedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differentials, condensate differential, natural gas and electricity swaps. The Company does not use financial derivatives for speculative purposes.
The Company’s obligations under its New Notes (see note 12) includes a requirement to implement a 12-month forward commodity price risk management program encompassing not less than 50% of the hydrocarbon output under the proved developed producing reserves (“PDP”) forecast in the Company's most recent reserves report, as determined by a qualified and independent reserves evaluator. This requirement is assessed at the end of every fiscal quarter for the duration of time that the New Notes remain outstanding.
The Company’s commodity price risk management program does not involve margin accounts that require posting of margin with increased volatility in underlying commodity prices. Financial risk management contracts are measured at fair value, with gains and losses on re-measurement included in the consolidated statements of comprehensive income (loss) in the period in which they arise.
Financial Contracts
The Company’s financial risk management contracts are subject to master netting agreements that create the legal right to settle the instruments on a net basis. The following table summarizes the gross asset and liability positions of the Company’s individual risk management contracts that are offset in the consolidated balance sheets:
| As at September 30, 2023 | As at December 31, 2022 | |||||||||||||||
| ($ thousands) | Asset | Liability | Asset | Liability | ||||||||||||
| Gross amount | $ | - | $ | (18,452 | ) | $ | 21,375 | $ | (48,379 | ) | ||||||
| Amount offset | - | - | (21,375 | ) | 21,375 | |||||||||||
| Risk management contracts | $ | - | $ | (18,452 | ) | $ | - | $ | (27,004 | ) | ||||||
The following table summarizes the Company’s financial commodity risk management gains and losses:
Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Realized (loss) on risk management contracts | $ | - | $ | (37,608 | ) | $ | (6,957 | ) | $ | (128,651 | ) | |||||
| Unrealized gain (loss) on risk management contracts | (7,605 | ) | 119,360 | 8,552 | 4,949 | |||||||||||
| Gain (loss) on risk management contracts | $ | (7,605 | ) | $ | 81,752 | $ | 1,595 | $ | (123,702 | ) | ||||||
As at September 30, 2023, the Company had the following financial commodity risk management contracts in place:
| WTI- Costless Collar | WTI- Put Options | Natural Gas-Fixed Price Swaps | ||||||||||||||||||||||||||||||
| Term | Volume (Bbls) | Put Strike Price (US$/Bbl) | Call Strike Price ($US/Bbl) | Volume (Bbls) | Strike Price ($US/Bbl) | Option Premium ($US/Bbl) | Volume (GJ) | Swap Price ($/GJ) | ||||||||||||||||||||||||
| Q4 2023 | 742,337 | $ | 50.00 | $ | 108.25 | 371,169 | $ | 50.00 | $ | 5.90 | 305,000 | $ | 2.97 | |||||||||||||||||||
| Q1 2024 | 877,968 | $ | 60.00 | $ | 77.00 | - | - | - | 455,000 | $ | 2.97 | |||||||||||||||||||||
| Q2 2024 | 877,968 | $ | 60.00 | $ | 74.55 | - | - | - | - | - | ||||||||||||||||||||||
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 13 |
Subsequent to September 30, 2023, Greenfire entered into the following financial commodity risk management contracts:
| WTI -Costless Collar | ||||||||||||
| Term | Volume (Bbls) | Put Strike Price (US$/Bbl) | Call Strike Price (US$/Bbl) | |||||||||
| Q3 2024 | 887,800 | $ | 62.00 | $ | 92.32 | |||||||
| Q4 2024 | 299,150 | $ | 62.00 | $ | 92.32 | |||||||
The following table illustrates the potential impact of changes in commodity prices on the Company’s net income, before tax, based on the financial risk management contracts in place as at September 30, 2023:
As at September 30, 2023 | Change in WTI | Change in Natural Gas | ||||||||||||||
| ($ thousands) | Increase of $5.00/bbl | Decrease of $5.00/bbl | Increase of $1.00/GJ | Decrease of $1.00/GJ | ||||||||||||
| Increase (decrease) to fair value of commodity risk management contracts | - | - | $ | 760 | $ | (760 | ) | |||||||||
The Company’s commodity risk management contracts are held with two large reputable financial institution. As a result, the Company concluded that credit risk associated with its commodity risk management contracts is low.
12. LONG-TERM DEBT
Senior Secured Notes
On September 20, 2023 in conjunction with the closing of the De-Spac Transaction and the issuance of the New Notes as described below, GRI redeemed the outstanding balance of $294.6 million (US$217.9 million) on the US$312.5 million 12% senior notes that were issued on August 12, 2021 (the “2025 Notes”) at a redemption premium of 106.5%. The total premium paid as a result of the early redemption was $19.2 million (US$14.2 million) plus accrued interest of $3.4 million (US$2.5 million). Unamortized debt costs of $42.1 million were also expensed in conjunction with the extinguishment of the debt.
On September 20, 2023, Greenfire issued US$300 million of senior secured notes (the “New Notes”). The New Notes bear interest at the fixed rate of 12.00% per annum, payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2024, and mature on October 1, 2028. The New Notes are secured by a first priority lien on substantially all the assets of the Company and its wholly owned subsidiaries. Subject to certain exceptions and qualifications, the indenture governing the New Notes contain certain covenants that limited the Company’s ability to, among other things, incur additional indebtedness, pay dividends, redeem stock, make certain restricted payments, and dispose and transfers of assets. The indenture governing the New Notes contains minimum hedging requirements of 50% of the forward 12 calendar month PDP forecasted production as prepared to the Canadian standard using NI 51-101 until principal debt is less than US$100 million and limit capital expenditures to CAD$100 million annually until the principal outstanding is less than US$150 million. The New Notes are not subject to any financial covenants.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 14 |
Under the indenture governing the New Notes, the Company is required to redeem the New Notes at 105% of the principal amount plus accrued and unpaid interest with 75% of Excess Cash Flow (as defined in the New Notes Indenture) every six-months, with the first payment due on August 15, 2024. If consolidated indebtedness is less than US$150 million, the required redemption is reduced to 25% of Excess Cash Flow to be paid for every six-month period until the principal owing on the New Notes is $100 million
The Company is exposed to foreign exchange rate fluctuations on the principal value and interest payments in respect of its New Notes. As of September 30, 2023, a 10% change to the value of the Canadian dollar relative to the US dollar would result in a foreign exchange gain (loss) of approximately $40.6 million (December 31, 2022 - $29.3 million).
The New Notes are subject to fixed interest rates and are not exposed to changes in interest rates.
As at September 30, 2023, the carrying value of the Company’s long-term debt was $382.8 million and the fair value was $401.5 million (December 31, 2022 carrying value – $254.4 million, fair value – $315.7 million).
As at September 30, 2023 the Company was compliant with all covenants.
As
at | September 30, 2023 | December 31, 2022 | ||||||
| US dollar denominated debt: | ||||||||
| Redeemed 12.00% senior notes issued at 96.5% of par (US$217.9 million at December 31, 2022)(1) | $ | - | $ | 295,173 | ||||
| Unamortized debt discount and debt issue costs | - | (40,765 | ) | |||||
| New 12.00% senior notes issued at 98% of par (USD$300 million at September, 30, 2023)(1) | 405,600 | - | ||||||
| Unamortized debt discount and debt issue costs | (22,758 | ) | - | |||||
| Total term debt | $ | 382,842 | $ | 254,408 | ||||
| Current portion of long-term debt | 69,652 | 63,250 | ||||||
| Long-term debt | $ | 313,190 | $ | 191,158 | ||||
| (1) | The U.S. dollar denominated debt was translated into Canadian dollars as at period end exchange rates. |
Greenfire may redeem some or all of the New Notes after October 1, 2025, at 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest plus a “make whole” premium, as set out in the table below. In addition, at any time before October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the notes using the net proceeds from certain equity issuances as a redemption price equal to 112% of the principal amount plus accrued and unpaid interest.
The following table discloses the redemption amount including the “make whole” premium on redemption of the New Notes:
| US$300 million 12.00% senior notes | ||||
| On or after October 1, 2025 to October 1, 2026 | 106.0 | |||
| On or after October 1, 2026 to October 1, 2027 | 103.0 | |||
| On or after October 1, 2027 | 100.0 | |||
Senior Credit Facility
On September 20, 2023, Greenfire entered into a reserve-based credit facility (the “Senior Credit Facility”) comprised of an operating facility and a syndicate facility. Total credit available under the Facility is $50 million comprising of $20 million operating facility and $30 million syndicated facility.
The Senior Credit Facility is a committed facility available on a revolving basis until September 20, 2024, at which point in time it may be extended at the lender’s option. If the revolving period is not extended, the undrawn portion of the facility will be cancelled and any amounts outstanding would be repayable at the end of the non-revolving term, being September 30, 2025. The Revolving Facility is subject to a semi-annual borrowing base review, occurring in May and November of each year. The borrowing base is determined based on the lender’s evaluation of the Company’s petroleum and natural gas reserves and their commodity price outlook at the time of each renewal.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 15 |
The Senior Credit Facility is secured by a first priority security interest on substantially all the assets of the Corporation and is senior in priority to the New Notes. The Senior Credit Facility contains certain covenants that limit the Company’s ability to, among other things, incur additional indebtedness, create or permit liens to exist, make certain restricted payments, and dispose of or transfer assets. The Senior Credit Facility is not subject to any financial covenants.
As at September 30, 2023, amounts borrowed under the Senior Credit Facility bear interest at a floating rate based on the applicable Canadian prime rate, US base rate, secured overnight financing rate or bankers’ acceptance rate, plus a margin of 2.75% to 6.25% based on Debt to EBITDA ratio. A standby fee on the undrawn portion of the Senior Credit Facility ranges from 0.6875% to 1.5625% based on Debt to EBITDA ratio. As at September 30, 2023, the Company had no amounts drawn and $7.6 million of letters of credit outstanding under the Senior Credit Facility.
Letter of credit facility
Subsequent to September 30, 2023, Greenfire entered into an unsecured $55 million letter of credit facility with a Canadian bank that is supported by a performance security guarantee from the EDC Facility. The EDC Facility is available on a demand basis and letters of credit issued under this facility incur an issuance and performance guarantee fee of 4.25%. The EDC Facility will replace the cash collateralized Credit Facility resulting in a release of the $43.3 million of restricted cash as at September 30, 2023.
13. LEASE LIABILITIES
The Company has recognized the following leases:
| ($ thousands) | September 30, 2023 | December 31, 2022 | ||||||
| Balance, beginning of period | $ | 963 | $ | - | ||||
| Additions | 12,790 | 970 | ||||||
| Interest expense | 52 | 19 | ||||||
| Payments | (48 | ) | (26 | ) | ||||
| Balance, end of period | $ | 13,757 | $ | 963 | ||||
| Current portion | 3,887 | 98 | ||||||
| Non-current portion | $ | 9,870 | $ | 865 | ||||
The Company’s minimum lease payments are as follows:
s at September 30 ($ thousands) | 2023 | |||
| Within 1 year | $ | 3,887 | ||
| Within 2 to 5 years | 11,371 | |||
| Later than 5 years | 1,063 | |||
| Minimum lease payments | 16,321 | |||
| Amounts representing finance charges | (2,564 | ) | ||
| Present value of net minimum lease payments | $ | 13,757 | ||
During the year ended December 31, 2022, the Company entered a 7-year term finance lease for new office space, which has been recognized as a right-of-use asset and lease liability at inception in the consolidated balance sheets. During the nine months ended September 30, 2023, the initial 7-year lease was extended an additional 3 years. The liability was remeasured at the present value of the remaining lease payments discounted at the Company’s estimated incremental borrowing rate.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 16 |
During the nine months ended September 30, 2023, the Company entered into a 2-year drilling contract under which the Company has committed to drill 550 days over 2 years. The liability was measured at the present value of the day rate payments discounted at the Company’s estimated incremental borrowing rate.
14. FINANCING AND INTEREST
Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Accretion on long-term debt | $ | 72,666 | $ | 9,532 | $ | 92,379 | $ | 45,169 | ||||||||
| Other interest | 235 | 354 | 795 | 1,563 | ||||||||||||
| Accretion on decommissioning liabilities | 229 | 195 | 670 | 543 | ||||||||||||
| Financing and interest expense | $ | 73,130 | $ | 10,081 | $ | 93,844 | $ | 47,275 | ||||||||
The total interest and finance expense of $73.1 million and $93.8 million during the three and nine months ended September 30, 2023 included $42.1 million of accelerated unamortized debt related costs and $19.2 million debt redemption premiums on the redemption of the 2025 Notes.
15. COMMITMENTS
The following table summarized the Company’s estimated future unrecognized commitments as at September 30, 2023:
| ($ thousands) | Remaining 2023 | 2024 | 2025 | 2026 | 2027 | Beyond 2027 | Total | |||||||||||||||||||||
| Credit Facility with Marketer | 1,597 | - | - | - | - | - | 1,597 | |||||||||||||||||||||
| Transportation | 8,103 | 31,880 | 30,561 | 28,956 | 29,044 | 232,368 | 360,912 | |||||||||||||||||||||
| Total | $ | 9,700 | $ | 31,880 | $ | 30,561 | $ | 28,956 | $ | 29,044 | $ | 232,368 | $ | 362,509 | ||||||||||||||
The Company has commitments related to pipeline transportation services, and credit facility commitments associated with its pipeline transportation commitments. Subsequent to September 30, 2023, the Credit Facility has been extinguished and replaced by the EDC Facility as further described in Note 12.
16. SHARE CAPITAL AND WARRANTS
Share capital
As at September 30, 2023 the Company’s authorized share capital consists of an unlimited number of common shares. The following table along with note 4 summarizes the changes to the Company’s common share capital:
| Number of shares | Amount($000’s) | |||||||
| Shares outstanding | ||||||||
| Balance, December 31, 2022 | 1 | $ | 15 | |||||
| Issuance of new common shares per De-Spac Transaction | 43,690,533 | - | ||||||
| Issuance for exercise of bond warrants | 15,769,183 | 38,911 | ||||||
| Issuance to MBSC shareholders – Class A and Class B | 5,005,707 | 62,959 | ||||||
| Issuance of new common shares for PIPE investment | 4,177,091 | 56,630 | ||||||
| Balance, September 30, 2023 | 68,642,515 | $ | 158,515 | |||||
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 17 |
Bondholder warrants
As at December 31, 2022, GFI had 312,500 bondholder warrants outstanding which entitled the holders of these warrants, in aggregate, the right to purchase 25% of GFI’s issued and outstanding common shares commencing October 18, 2021 at $0.01 per shares. As at December 31, 2022, the bondholders had the right to acquire 2,983,866 common shares of GRI at $0.01 per share based on an exchange ratio of 9.55.
On September 20, 2023, with the closing of the De-Spac Transaction the 312,500 outstanding bondholder warrants were exchanged into 3,225,810 GRI common shares of which 2,886,565 were exchanged for 15,769,183 common shares of Greenfire and 339,245 were cancelled in exchange for cash consideration of $25.5 million.
As at September 30, 2023 there were no bondholder warrants remaining.
Per share amounts
The Company uses the treasury stock method to determine the dilutive effect of warrants. Under this method, only “in-the-money" dilutive instruments impact the calculation of diluted income per share. Net income (loss) per share was calculated using the historical weighted average shares outstanding, scaled by the applicable exchange ratio following the completion of the De-Spac Transaction.
The following table summarizes the Company’s weighted average shares outstanding:
Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Weighted average shares outstanding-basic | 51,056,330 | 48,911,674 | 49,634,415 | 48,911,674 | ||||||||||||
| Dilutive effect of performance warrants | 3,277,564 | 3,277,564 | 3,277,564 | 3,277,564 | ||||||||||||
| Weighted average shares outstanding- diluted | 54,333,894 | 52,189,238 | 52,911,979 | 52,189,238 | ||||||||||||
In computing the diluted net income (loss) per share for the three and nine months ended September 30, 2023, the Company excluded the effect of New GRL Warrants and a portion of the performance warrants as they are anti-dilutive.
Performance warrants
In February 2022, the Company implemented a warrant plan (“Performance Warrants”) as part of the Company’s long-term incentive plan for employees and service providers. These Performance Warrants had both performance and time vesting criteria before there is the ability to exercise the option to purchase one common share of the Company for each Performance Warrant. On September 20, 2023 with the closing of the De-Spac Transaction there were 739,912 GRI performance warrants outstanding, 661,971 were converted into 3,617,016 Greenfire performance warrants and 77,941 were cancelled for cash consideration of $4.5 million.
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 18 |
The table below summarizes the outstanding warrants as if the warrant exchange ratio used to exchange GRI common shares into Greenfire common shares had occurred on January 1, 2022 and equates to the total common shares issuable to performance warrant holders:
Nine months ended September 30, 2023 | Year ended December 31, 2022 | |||||||||||||||
| Number of Warrants | Weighted Average Exercise Price $US | Number of Warrants | Weighted Average Exercise Price $US | |||||||||||||
| Performance Warrants outstanding | ||||||||||||||||
| Balance, beginning of period | 3,895,449 | $ | 2.89 | - | $ | - | ||||||||||
| Performance warrants issued | 186,257 | 8.35 | 4,159,546 | 2.91 | ||||||||||||
| Performance warrants forfeited | (38,820 | ) | 3.34 | (264,097 | ) | 3.13 | ||||||||||
| Performance warrants cancelled | (425,870 | ) | 3.15 | - | - | |||||||||||
| Balance, end of period | 3,617,016 | $ | 3.15 | 3,895,449 | $ | 2.89 | ||||||||||
| Common shares issuable on exchange | 3,617,016 | - | 3,895,449 | - | ||||||||||||
The fair market value of the performance warrants was $11.1 million on the date of issuance. The exchange of the GRI performance warrants to Greenfire performance warrants did not result in an increase to the fair value of the warrants, therefore no additional expense was recorded. The fair value of each performance warrant was estimated on its grant date using the Black Scholes Merton valuation model with the following assumptions:
| 2023 Assumptions | 2022 Assumptions | |||||||
| Average risk-free interest rate | 4.2 | % | 1.46 | % | ||||
| Average expected dividend yield | - | - | ||||||
| Average expected volatility1 | 70 | % | 60 | % | ||||
| Average expected life (years) | 2-5 | 3-5 | ||||||
| 1 | Expected volatility has been based on historical share volatility of similar market participants |
The performance warrants expire 10 years after the issuance date. On September 20, 2023, with the closing of the De-Spac Transaction, all outstanding performance warrants vested and became exercisable. As a result, the remaining unrecognized fair market value of the performance warrants was immediately recorded as stock-based compensation, and a total of $9.2 million was expensed. For the three and nine months ended September 30, 2023, the Company recorded $9.2 million (2022-$nil) and $9.8 million (2022-$nil) of stock-based compensation related to the performance warrant plan.
17. WARRANT LIABILITY
On September 20, 2023, Greenfire issued 5,000,000 warrants to GRI common shareholders, bond warrant holders and performance warrant holders (the “New Greenfire Warrants”). The New Greenfire Warrants expire 5 years after issuance and entitle the holder of each warrant to purchase one common share of Greenfire at a price of US$11.50. Greenfire, can at its option, require the holder of the New Greenfire Warrants to exercise on a cashless basis. The 5,000,000 New Greenfire Warrants issued to the former GRI common shareholders and bondholders are to be treated as a derivative financial liability in accordance with IFRS 9 and were measured at fair value in accordance with IFRS 13. These New Greenfire Warrants had a fair value of $35.6 million at the date of issuance and were recorded as a liability with a corresponding amount booked to retained earnings. The New Greenfire Warrants will be reassessed at the end of each reporting period with subsequent changes in fair value being recognized through the statement of comprehensive income (loss).
In addition, Greenfire as part of the De-Spac Transaction assumed and exchanged 2,526,667 MBSC Class B Private Warrants for 2,526,667 New Greenfire Warrants. The New Greenfire Warrants issued to the MBSC Class B warrant holders were deemed to be an exchange of two financial liabilities at fair value. The fair value of the MBSC Class B Private Warrants was $18.0 million. Both sets of warrants have an exercise price of US$11.50 with both underlying securities trading at or valued at a similar price. As both sets of warrants are deemed to be economically equivalent, no gain or loss was recorded on the exchange. The exchanged warrants will be reassessed at the end of each reporting period with subsequent changes in fair value being recognized through the statement of comprehensive income (loss).
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 19 |
On September 30, 2023, the 7,526,667 outstanding New Greenfire Warrants were revalued based on the closing share price of US$4.95 per common share of Greenfire, as a result the warrant liability was reduced by $32.3 million. The following table reconciles the warrant liability.
Nine months ended September 30, 2023 | Year ended December 31, 2022 | |||||||||||||||
| Number of Warrants | Amount | Number of Warrants | Amount | |||||||||||||
| Balance, beginning of period | - | $ | - | - | $ | - | ||||||||||
| Warrants issued | 5,000,000 | 35,644 | - | - | ||||||||||||
| MBSC warrants converted | 2,526,667 | 17,959 | ||||||||||||||
| Change in fair value | - | (32,277 | ) | - | - | |||||||||||
| Balance, end of period | 7,526,667 | $ | 21,326 | - | $ | - | ||||||||||
| Common shares issuable on exercise | 7,526,667 | - | - | - | ||||||||||||
The fair value of each warrant was estimated on its grant date using the Black Scholes Merton valuation model with the following assumptions:
| 2023 Assumptions | ||||
| Average risk-free interest rate | 4.2 | % | ||
| Average expected dividend yield | - | |||
| Average expected volatility 1 | 70 | % | ||
| Average expected life (years) | 5 | |||
| 1 | Expected volatility has been based on historical share volatility of similar market participants |
18. SUPPLEMENTAL CASH FLOW INFORMATION
The following table reconciles the Company’s net changes in non-cash working capital and other liabilities from the condensed interim consolidated balance sheet to the consolidated statement of cash flows:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Change in accounts receivable | $ | (4,882 | ) | $ | 43,581 | $ | (7,085 | ) | $ | 5,251 | ||||||
| Change in inventories | (3,550 | ) | 163 | 304 | 1,767 | |||||||||||
| Change in prepaid expenses and deposits | 1,575 | 3,934 | 2,478 | 376 | ||||||||||||
| Change in accounts payable and accrued liabilities | 9,339 | (31,700 | ) | 2,613 | (7,336 | ) | ||||||||||
| 2,482 | 15,978 | (1,690 | ) | 58 | ||||||||||||
| Other items impacting changes in non-cash working capital: | ||||||||||||||||
| Unrealized foreign exchange gain (loss) related to working capital | 5 | (829 | ) | (61 | ) | (602 | ) | |||||||||
| 2,487 | 15,149 | (1,751 | ) | (544 | ) | |||||||||||
| Related to operating activities | 9,783 | 18,779 | 6,653 | (58 | ) | |||||||||||
| Related to investing activities (accrued additions to PP&E) | (7,296 | ) | (3,630 | ) | (8,404 | ) | (486 | ) | ||||||||
| Net change in non-cash working capital | 2,487 | 15,149 | (1,751 | ) | (544 | ) | ||||||||||
| Cash interest paid (included in operating activities) | $ | (21,229 | ) | $ | (20,632 | ) | $ | (39,024 | ) | $ | (47,514 | ) | ||||
| Cash interest received (included in operating activities) | $ | 293 | $ | 224 | $ | 946 | $ | 234 | ||||||||
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 20 |
Corporate Information
| Directors | Solicitors | |
| Julian McIntyre (1) | Burnet, Duckworth, & Palmer LLP | |
| Jonathan Klesch | 2400, 525 – 8th Avenue SW | |
| Derek Aylesworth (2)(3) | Calgary, Alberta, Canada | |
| Venkat Siva (3) | T2P 1G1 | |
| Matthew Perkal (3) | ||
| Robert Logan | Carter Ledyard & Milburn LLP | |
| 41st Floor | ||
| (1) | Chair of the Board of Directors | 28 Liberty Street |
| (2) | Chair of the Audit and Reserves Committee | New York, New York 10005 |
| (3) | Audit and Reserves Committee | |
| Officers | Bankers | |
| Robert Logan MPBE, P.Eng | Bank of Montreal | |
| President, and Chief Executive Officer | 595-8 Avenue SW | |
| Calgary, Alberta, Canada | ||
| Tony Kraljic, CA | T2P 1G1 | |
| Chief Financial Officer | ||
| Kevin Millar C.E.T. | Auditor | |
| SVP Operations & Steam Chief | ||
| Deloitte LLP | ||
| Albert MA P.Eng | 850 2nd Street SW | |
| SVP Engineering | Calgary, Alberta, Canada | |
| T2P 0R8 | ||
| Crystal Park P.Eng, MBA | ||
| SVP Corporate Development | ||
| Reserve Engineers | ||
| Charles R. Kraus | ||
| Corporate Secretary | McDaniel & Associates Consultants Ltd. | |
| 2200, 255 – 5th Avenue SW | ||
| Head Office | Calgary, Alberta, Canada | |
| T2P 3G6 | ||
| Suite 1900, 205 – 5th Avenue SW, | ||
| Calgary, Alberta, Canada | ||
| T2P 2V7 | ||
| www.greenfireres.com | ||
| NYSE: GFR | ||
| Greenfire Resources Ltd. | 2023 Q3 Financial Statements | 21 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
Greenfire Resources Ltd.
MANAGEMENT’S DISCUSSION AND ANALYSIS
This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Greenfire Resources Ltd. (“Greenfire” or the “Company”) is dated November 14, 2023, which is the date this MD&A was approved by the Board of Directors of the Company, and should be read in conjunction with the Company’s unaudited interim consolidated financial statements and notes for the period ended September 30, 2023, as well as the audited consolidated financial statements and notes for the year ended December 31, 2022 and the 2022 annual MD&A for Greenfire Resources Inc, (“GRI”) the predecessor company prior to the business combination further described below. The financial statements, including the comparative figures, were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Greenfire is based in Canada with the Company’s registered office located in Calgary, Alberta. The Company’s principal business is the sustainable production and development of upstream energy resources from the oil sands in Canada, using in situ thermal oil production extraction techniques such as steam assisted gravity drainage (“SAGD”). Since 2020, Greenfire and its predecessors have acquired multiple assets through a sequence of business combinations and amalgamations. The assets acquired pursuant to such acquisitions are currently held in a newly formed partnership structure within Greenfire.
Greenfire Acquisition Corporation (“GAC”) was incorporated on November 2, 2020 for the purpose of acquiring the Hangingstone Demonstration Facility (the “Demo Asset”). On April 5, 2021, GAC acquired the Demo Asset and was subsequently amalgamated with Greenfire Resources Operating Corporation (“GROC”), a wholly owned subsidiary of the Company. The Demo Asset is a SAGD bitumen production facility with an estimated debottlenecked capacity of 7,500 bbls/d.
On September 17, 2021, GROC acquired all of the issued and outstanding shares of Japan Canada Oil Sands Limited (“JACOS”). JACOS’s primary asset was a 75% working interest in the Hangingstone Expansion Facility (the “Expansion Asset”). The Expansion Asset is a SAGD bitumen production facility with an estimated gross debottlenecked capacity of 35,000 bbls/d, located approximately five kilometers to the southeast of the Demo Asset.
On December 14, 2022, GRI and M3-Brigade Acquisition III Corp. (“MBSC”), a New York Stock Exchange (“NYSE”) listed special purpose acquisition company, entered into a definitive agreement for a business combination (the “De-Spac Transaction”), which valued Greenfire at US$950.0 million total enterprise value. The De-Spac Transaction was consummated on September 20, 2023 and Greenfire’s common shares commenced trading on the NYSE under the symbol “GFR”.
This MD&A contains forward-looking information based on the Company’s current expectations and projections. For information on the material factors and assumptions underlying such forward-looking information, refer to the “Forward Looking Statements” section within this MD&A.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 2 |
Production volumes and per unit statistics are presented throughout this MD&A on a “net of the Company’s working interest” and “before royalty basis”.
Dollar per barrel ($/bbl) figures are based upon sold bitumen barrels unless otherwise noted. The Company monitors and reviews financial information on a per barrel basis for comparability to prior period results and to analyze the Company’s competitiveness relative to its peer group.
All financial information included in this MD&A is presented in Canadian dollars (“CAD”), unless otherwise noted. Certain dollar amounts have been rounded to the nearest million dollars or thousand dollars, as noted, and tables may not add due to rounding.
The Company’s non-GAAP Measures are detailed in the non-GAAP Measures section of this report. They include, adjusted EBITDA, adjusted EBITDA per barrel ($/bbl), adjusted funds flow, adjusted funds flow per barrel ($/bbl), adjusted working capital and net debt.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 3 |
| CONTENTS |
| 1 | THIRD QUARTER 2023 AND YEAR TO DATE HIGHLIGHTS | 5 | |
| 2 | OPERATIONAL UPDATE | 8 | |
| 3 | DE-SPAC TRANSACTION | 9 | |
| 4 | RESULTS OF OPERATIONS | 11 | |
| 4.1 | Production | 11 | |
| 4.2 | Commodity Prices | 11 | |
| 4.3 | Oil Sales | 12 | |
| 4.4 | Royalties | 13 | |
| 4.5 | Risk Management Contracts | 14 | |
| 4.6 | Diluent Expense | 16 | |
| 4.7 | Transportation and Marketing Expense | 16 | |
| 4.8 | Operating Expenses | 17 | |
| 4.9 | General & Administrative Expenses | 18 | |
| 4.10 | Stock-based Compensation | 18 | |
| 4.11 | Interest and Finance Expenses | 19 | |
| 4.12 | Depletion and Depreciation | 19 | |
| 4.13 | Exploration Expenses | 20 | |
| 4.14 | Other (Income) and Expense | 20 | |
| 4.15 | Foreign Exchange Loss (Gain) | 21 | |
| 4.16 | Transaction Costs | 21 | |
| 4.17 | Gain on Revaluation of Warrants | 22 | |
| 4.18 | Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA | 22 | |
| 5 | CAPITAL RESOURCES AND LIQUIDITY | 24 | |
| 5.1 | Long Term Debt | 24 | |
| 5.2 | Senior Credit Facility | 24 | |
| 5.3 | Restricted Cash and Letter of Credit Facilities | 25 | |
| 5.4 | Working Capital (Deficit) and Adjusted Working Capital | 25 | |
| 5.5 | Share Capital and Warrant Liability | 26 | |
| 5.6 | Cash Flow Summary | 26 | |
| 5.7 | Property, Plant and Equipment Expenditures | 27 | |
| 5.8 | Cash Provided by Operating Activities and Adjusted Funds Flow | 28 | |
| 6 | NON-GAAP MEASURES | 29 | |
| 7 | COMMITMENTS AND CONTINGENCIES | 32 | |
| 8 | ACCOUNTS RECEIVABLE | 32 | |
| 9 | CRITICAL ACCOUNTING POLICIES AND ESTIMATES | 32 | |
| 10 | OFF-BALANCE SHEET ARRANGEMENTS | 33 | |
| 11 | FORWARD LOOKING STATEMENTS | 33 | |
| 12 | ADDITIONAL INFORMATION | 34 | |
| 13 | CORPORATE INFORMATION | 35 | |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 4 |
| 1 | THIRD QUARTER 2023 AND YEAR TO DATE HIGHLIGHTS |
Third Quarter 2023 Corporate Highlights:
| ● | The De-Spac Transaction with MBSC was consummated on September 20, 2023 and Greenfire’s common shares commenced trading on the NYSE under the symbol “GFR”. |
| ● | Concurrently with the closing of the De-Spac Transaction, the Company completed a refinancing of GRI’s 12.0% Senior Secured Notes due 2025 (the “2025 Notes”) and the indenture governing the 2025 Notes was satisfied and discharged. As part of that refinancing, the Company issued US$300.0 million aggregate principal amount of 12.0% Senior Secured Notes due 2028 (the “New Notes”). |
| ● | In addition, the Company entered into a credit agreement with a Canadian bank and other financial institutions as lenders to provide senior secured extendable revolving and term credit facilities (“Senior Credit Facility”) in an aggregate principal amount of $50.0 million, comprised of an operating facility and a syndicated facility. |
| ● | Subsequent to September 30, 2023, the Company entered into an unsecured $55.0 million letter of credit facility with a Canadian bank that is supported by a performance security guarantee from Export Development Canada (“EDC Facility”). The EDC facility replaces the cash collateralized Credit Facility resulting in a release of $43.2 million of the restricted cash as at September 30, 2023. |
| ● | On October 2, 2023, Greenfire appointed Tony Kraljic as the Chief Financial Officer of the Company. |
Third Quarter 2023 Operational and Financial Highlights:
| ● | The Company produced 14,670 bbls/d for the three months ended September 30, 2023, compared to 17,848 bbls/d from the same period of 2022. The decrease in production was mainly due to declining reservoir pressure at the Expansion Asset, resulting from short-term limitations of non-condensable gas (“NCG”) available for co-injection from the natural gas provider, unplanned field downtime due to consecutive external power grid outages and planned well reductions and well shut-ins to facilitate the Refill Wells(1) drilling program. |
| ● | Oil sales for the three months ended September 30, 2023 were $161.0 million, which was lower than $209.6 million in the same period of 2022, primarily due to lower WCS benchmark oil prices and lower production. |
| ● | Operating expenses during the three months ended September 30, 2023 were $38.4 million, compared to $36.5 million in the same period in 2022. The higher operating expenses in 2023 was mainly due to the planned minor turnaround, while the planned major turnaround conducted every four years was capitalized in 2022, higher greenhouse gas emission fees, inflationary pressures on the costs of good and services, partially offset by lower energy operating expenses in 2023. Operating expenses per barrel during the three months ended September 30, 2023 were $29.12/bbl compared to $22.38/bbl in the same period in 2022, mainly due to lower sales volumes in 2023. |
| (1) | A Refill Well is an infill well that has been drilled via a re-entry from the existing producer well to produce the pre-heated bitumen between SAGD well pairs. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 5 |
| ● | Cash provided by operating activities during the three months ended September 30, 2023 was $41.9 million, compared to cash provided by operating activities of $49.2 million in the same period of 2022. Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow(1), which is a non-GAAP measure. Adjusted funds flow(1) for the three months ended September 30, 2023 was $26.6 million, compared to $15.2 million for the same period in 2022. |
| ● | Net income (loss) and comprehensive income (loss) during the three months ended September 30, 2023 was a net loss of $138.7 million, compared to net income of $111.6 million in the same period in 2022. Net income (loss) and comprehensive income (loss) is an IFRS measure, which is the most directly comparable GAAP measure for adjusted EBITDA(1), which is a non-GAAP measure. Adjusted EBITDA(1) for the three months ended September 30, 2023 was $46.4 million compared to $38.7 million for the same period of 2022. |
| ● | Property, plant and equipment expenditures were $9.6 million for the three months ended September 30, 2023, compared to $14.3 million for the same period of 2022. |
Year to Date 2023 Operational and Financial Highlights:
| ● | The Company produced 17,742 bbls/d for the nine months ended September 30, 2023, compared to 20,814 bbls/d from the same period in 2022. The decrease in production was mainly due to declining reservoir pressure at the Expansion Asset, resulting from short-term limitations of NCG availability for co-injection from the natural gas provider, unplanned field downtime due to consecutive external power grid outages and planned well reductions and well shut-ins to facilitate the Refill Wells drilling program. |
| ● | Oil sales for the nine months ended September 30, 2023 were $514.2 million, which was lower than $818.1 million in the same period of 2022, primarily due to lower WCS benchmark oil prices and lower production. |
| ● | Operating expenses during the nine months ended September 30, 2023 were $113.9 million, compared to $118.4 million in the same period in 2022. The lower operating expenses in 2023 was due to lower energy operating expenses in 2023, partially offset by higher non-energy operating expenses related to the expensing of the 2023 planned minor turnaround, while the planned major turnaround was capitalized in 2022, higher greenhouse gas emission fees, and inflationary pressures on the costs of good and services. Operating expenses per barrel during the nine months ended September 30, 2023 were $23.42/bbl compared to $20.71/bbl in the same period of 2022 mainly due to lower sales volumes in 2023. |
| ● | Cash provided by operating activities during the nine months ended September 30, 2023 was $61.0 million, compared to cash provided by operating activities of $147.4 million in the same period of 2022. Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow(1), which is a non-GAAP measure. Adjusted funds flow(1) for the nine months ended September 30, 2023 was $48.7 million, compared to $119.6 million for the same period in 2022. |
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Non-GAAP Measures section in this MD&A for further information. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 6 |
| ● | Net income (loss) and comprehensive income (loss) during the nine months ended September 30, 2023 was a net loss of $131.0 million, compared to net income of $62.7 million in the same period in 2022. Net income (loss) and comprehensive income (loss) is an IFRS measure, which is the most directly comparable GAAP measure for adjusted EBITDA(1), which is a non-GAAP measure. Adjusted EBITDA(1) for the nine months ended September 30, 2023 was $93.9 million compared to $185.5 million for the same period of 2022. |
| ● | Property, plant and equipment expenditures were $14.0 million for the nine months ended September 30, 2023, compared to $27.2 million for the same period of 2022. |
Financial & Operational Highlights
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Expansion Asset | ||||||||||||||||
| Bitumen production (bbls/d) | 11,052 | 14,926 | 13,745 | 17,169 | ||||||||||||
| Demo Asset | ||||||||||||||||
| Bitumen production (bbls/d) | 3,618 | 2,922 | 3,997 | 3,645 | ||||||||||||
| Consolidated | ||||||||||||||||
| Bitumen production (bbls/d) | 14,670 | 17,848 | 17,742 | 20,814 | ||||||||||||
| Oil sales | 160,967 | 209,550 | 514,240 | 818,108 | ||||||||||||
| Oil sales ($/bbl) | 89.86 | 97.37 | 74.86 | 104.72 | ||||||||||||
| Operating Expenses | 38,442 | 36,507 | 113,881 | 118,397 | ||||||||||||
| Operating Expenses ($/bbl) | 29.12 | 22.38 | 23.42 | 20.71 | ||||||||||||
| Cash provided (used) by operating activities | 41,873 | 49,161 | 61,017 | 147,381 | ||||||||||||
| Property, plant and equipment expenditures | 9,587 | 14,325 | 14,015 | 27,229 | ||||||||||||
| Adjusted funds flow(1) | 26,587 | 15,228 | 48,674 | 119,608 | ||||||||||||
| Net Income (loss) and Comprehensive Income (Loss) | (138,689 | ) | 111,594 | (131,014 | ) | 62,708 | ||||||||||
| Per share – basic | (2.72 | ) | 2.28 | (2.64 | ) | 1.28 | ||||||||||
| Per share – diluted | (2.72 | ) | 2.14 | (2.64 | ) | 1.20 | ||||||||||
| Adjusted EBITDA(1) | 46,434 | 38,651 | 93,882 | 185,505 | ||||||||||||
| Common shares outstanding, end of period | 68,642,515 | 48,911,674 | 68,642,515 | 48,911,647 | ||||||||||||
| Weighted average shares outstanding- diluted | 54,333,894 | 52,189,238 | 52,911,979 | 51,189,238 | ||||||||||||
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Non-GAAP Measures section in this MD&A for further information. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 7 |
Liquidity and Balance Sheet
| September 30, | December 31, | |||||||
| As at ($ thousands) | 2023 | 2022 | ||||||
| Cash and cash equivalents | 65,976 | 35,363 | ||||||
| Restricted cash | 43,779 | 35,313 | ||||||
| Available credit facilities(1) | 42,416 | 7,000 | ||||||
| Face value of Long-term debt(2) | 405,600 | 295,173 | ||||||
| (1) | Includes available credit under Greenfire’s Senior Credit Facility. |
| (2) | As at September 30, 2023, the New Notes were translated in Canadian dollars as at period end exchange rates. |
| 2 | OPERATIONAL UPDATE |
Expansion Asset
| ● | As of the date of this MD&A, Greenfire successfully drilled five extended reach Refill wells at the Expansion Asset, which are in the process of increasing production volumes. |
| ● | Limitations on NCG deliverability for co-injection have resulted in a reduction in reservoir pressure and impacted production rates in 2023. Greenfire is implementing proven NCG co-injection techniques to increase reservoir pressure, similar to those successfully executed by the Company at the adjacent Demo Asset and by other operators at various SAGD assets. |
| ● | The Company has implemented NCG debottlenecking initiatives, including the installation of an NCG co-injection compressor, which is expected to be fully commissioned by the end of November 2023. This compressor, along with other ongoing NCG debottlenecking initiatives, are expected to deliver NCG at a more reliable pressure and higher rates for co-injection to further accelerate the timeline to enhance reservoir pressure at the Expansion Asset. |
| ● | The Greenfire Board of Directors has approved the acceleration of the five Refill Wells drilling program at Pad 2, which commenced drilling in November 2023 and will extend into early 2024. |
Demo Asset
| ● | At the Demo Asset, the disposal well has been shut in since the beginning of October 2023 as it is undergoing repairs to restore injectivity. Bitumen production at the Demo Asset will be temporarily impacted by approximately 1,000 bbls/d until the disposal well can be restored or another disposal well is drilled. |
Consolidated
| ● | To facilitate Greenfire’s continuous drilling program at both the Expansion Asset and the Demo Asset, the Company has entered into a 2-year drilling contract with an established SAGD drilling contractor in Western Canada, under which the Company has committed to drill 550 days over 2 years. |
| ● | The Company’s consolidated 2023 capital budget remains unchanged at $34 million, as the acceleration of drilling plans at the Expansion Asset are offset by the deferral of certain facility spending. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 8 |
| ● | For November 2023 to date, consolidated net production was approximately 17,000 bbls/d, which includes incremental production from the new extended reach Refill wells as well as an initial increase in reservoir pressure at the Expansion Asset, partly offset by reduced production at the Demo Asset owing to the temporary shut-in of the disposal well. |
| 3 | DE-SPAC TRANSACTION |
On September 20, 2023, Greenfire, GRI, MBSC, DE Greenfire Merger Sub Inc. (“DE Merger Sub”) and 2476276 Alberta ULC (“Canadian Merger Sub”), completed a business combination (the “De-Spac Transaction”) pursuant to a business combination agreement dated December 14, 2022, as amended (the “Business Combination Agreement”) with MBSC. DE Merger Sub and Canadian Merger Sub were incorporated for the purposes of completing the De-Spac Transaction.
Pursuant to the De-Spac Transaction (i) Canadian Merger Sub amalgamated with and into GRI pursuant to a statutory plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Alberta), with GRI continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of Greenfire and (ii) DE Merger Sub merged with and into MBSC pursuant to a Delaware statutory merger (the “Merger) with MBSC continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of Greenfire.
As a result of the De-Spac Transaction, the following occurred:
| ● | Of the GRI 8,937,518 common shares outstanding, 7,996,165 were converted to 43,690,534 common shares of Greenfire and 941,353 were cancelled in exchange for cash consideration of $70.8 million. Cash consideration was comprised of a dividend paid of $59.4 million and $11.4 million for shares repurchased and cancelled by the Company. The $70.8 million cash consideration was recorded as a reduction to retained earnings. |
| ● | 312,500 outstanding GRI bondholder warrants were exchanged for 3,225,810 GRI common shares of which 2,886,048 were converted to 15,769,183 common shares of Greenfire and 339,245 were cancelled in exchange for cash consideration of $25.5 million. This $25.5 million was recorded as a reduction to retained earnings. In conjunction with the share conversion and cancellation, $43.5 million was reclassified from contributed surplus to share capital ($38.9 million) and retained earnings ($4.6 million). |
| ● | Of the 739,912 GRI performance warrants outstanding, 661,971 were converted into 3,617,016 Greenfire performance warrants and 77,941 were cancelled for cash consideration of $4.5 million, which was the fair value of the warrants. The $4.5 million was recorded as a reduction to retained earnings. In conjunction with the cancellation, $1.2 million was reclassified from contributed surplus to retained earnings. |
| ● | Greenfire issued an additional 5,000,000 Greenfire warrants to former GRI shareholders, GRI bond warrant holders and performance warrant holders that entitle the holder of each warrant to purchase one common share of Greenfire. The warrants were recorded as a warrant liability on the condensed interim consolidated balance sheet. |
| ● | 755,707 MBSC Class A common shares held by MBSC’s public shareholders were converted into 755,707 Greenfire common shares. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 9 |
| ● | 4,250,000 Class B MBSC common shares were converted into 4,250,000 Greenfire common shares. |
| ● | MBSC redeemed 10,000,000 MSBC public warrants for cash consideration of $6.7 million (US$5.0 million) and was deemed a liability in the listing expense. |
| ● | 2,526,667 MBSC private placements warrants were converted into 2,526,667 Greenfire warrants, which were recorded as a warrant liability on the condensed interim consolidated balance sheet. |
| ● | Concurrent with the execution of the Business Combination Agreement, the Company and MBSC had entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase Class A common shares of MBSC at a purchase price of US$10.10 per share. MBSC issued 4,177,091 Class A common shares to the PIPE Investors for proceeds of $56.6 million (US$42.2 million) which were converted into Greenfire common shares at the closing of the De-Spac Transaction. |
Greenfire has been identified as the acquirer for accounting purposes under IFRS 3. As MBSC does not meet the definition of a business under IFRS 3 Business Combination, the transaction is accounted for pursuant to IFRS 2 Share Based Payment. On closing of the De-Spac Transaction, the Company accounted for the excess of the fair value of Greenfire common shares issued to MBSC shareholders as consideration, over the fair value of MBSC’s identifiable net assets at the date of closing, resulting in CAD$110.7 million (US$82.5 million) being recognized as a listing expense. The fair value of MBSC Class B common shares exchanged for Greenfire common shares was measured at the market price of MBSC’s publicly traded Class B common shares on September 20, 2023 which was US$9.37 per share. The fair value of MBSC Class A common shares exchanged for Greenfire common shares was measured at the market price of MBSC’s publicly traded Class B common shares on September 20, 2023, which was US$9.37 per share. As part of the De-Spac Transaction, Greenfire acquired marketable securities held in trust, prepaid expenses, accrued liabilities, taxable payable, other liabilities, warrant liability and deferred underwriting fees. The following table reconciles the elements of the listing expense.:
| ($thousands) | ||||
| Total fair value of consideration deemed to have been issued by Greenfire: | ||||
| 4,250,000 MBSC Class B common shares at US$9.37 per common share (US$39.8 million) | $ | 53,454 | ||
| 755,707 MBSC Class A common shares at US$9.37 per common share (US$7.8 million) | $ | 9,505 | ||
| Less the following: | ||||
| Fair value of identifiable net assets of MBSC | ||||
| Marketable securities held in Trust Account | 10,485 | |||
| Prepaid expenses and deposits | 8 | |||
| Accounts payable and accrued liabilities | (16,262 | ) | ||
| Warrant Liability | (17,959 | ) | ||
| Other liability | (5,369 | ) | ||
| Deferred underwriting fee | (13,422 | ) | ||
| Taxes payable | (5,226 | ) | ||
| Fair value of identifiable net assets of MBSC | (47,745 | ) | ||
| Total listing expense | $ | 110,704 | ||
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 10 |
| 4 | RESULTS OF OPERATIONS |
4.1 Production
The Company’s average bitumen production of 14,670 bbls/d for the three months ended September 30, 2023 was lower than 17,848 bbls/d from the same period in 2022. At the Expansion Asset, net average bitumen production of 11,052 bbls/d for the three months ended September 30, 2023 was lower than 14,926 bbls/d from the same period in 2022, mainly due to a combination of declining reservoir pressure resulting from short-term limitations of NCG availability for co-injection from the natural gas provider, unplanned field downtime due to consecutive external power grid outages and planned well reductions and well shut-ins to facilitate the Refill Wells drilling program. At the Demo Asset, average bitumen production of 3,618 bbls/d for the three months ended September 30, 2023 was higher than 2,922 bbls/d from the same period in 2022 mainly due to the continued optimizing of water disposal wells that debottlenecked water handling capabilities.
The Company’s average bitumen production of 17,742 bbls/d for the nine months ended September 30, 2023 was lower than 20,814 bbls/d from the same period in 2022. At the Expansion Asset, net average bitumen production of 13,745 bbls/d for the nine months ended September 30, 2023 was lower than 17,169 bbls/d from the same period in 2022, mainly due to a combination of declining reservoir pressure resulting from short-term limitations of NCG availability for co-injection from the natural gas provider, unplanned field downtime due to consecutive external power grid outage and planned well reductions and well shut-ins to facilitate the Refill Wells drilling program. At the Demo Asset, average bitumen production of 3,997 bbls/d for the nine months ended September 30, 2023 was higher than 3,645 bbls/d from the same period in 2022, mainly due to the continued optimization of water disposal wells that debottlenecked water handling capabilities.
Bitumen Production and Oil Sales
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| (Average barrels per day, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Bitumen Production - Expansion Asset | 11,052 | 14,926 | 13,745 | 17,169 | ||||||||||||
| Bitumen Production - Demo Asset | 3,618 | 2,922 | 3,997 | 3,645 | ||||||||||||
| Total Bitumen Production | 14,670 | 17,848 | 17,742 | 20,814 | ||||||||||||
| Total Diluted Bitumen Sales | 18,503 | 20,451 | 24,158 | 24,972 | ||||||||||||
| Total Non-diluted Bitumen Sales | 969 | 2,941 | 1,006 | 3,644 | ||||||||||||
| Total Sales Volumes | 19,472 | 23,392 | 25,164 | 28,616 | ||||||||||||
4.2 Commodity Prices
The prices received for Greenfire’s crude oil production directly impact earnings, cash flow and financial position.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 11 |
Benchmark Commodity Pricing
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| Benchmark Pricing | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Crude oil (US$/bbl) | ||||||||||||||||
| WTI(1) | 82.26 | 91.55 | 77.39 | 98.09 | ||||||||||||
| WCS differential to WTI | (12.91 | ) | (19.86 | ) | (17.64 | ) | (15.73 | ) | ||||||||
| WCS(2) | 69.35 | 71.69 | 59.75 | 82.36 | ||||||||||||
| Condensate at Edmonton | 78.00 | 87.26 | 76.80 | 97.33 | ||||||||||||
| Natural gas ($/GJ) | ||||||||||||||||
| AECO 5A | 2.46 | 3.95 | 2.61 | 5.10 | ||||||||||||
| Electricity ($/MWh) | ||||||||||||||||
| Alberta power pool | 151.18 | 221.90 | 150.82 | 144.62 | ||||||||||||
| Foreign exchange rate(3) | ||||||||||||||||
| US$:CAD$ | 1.3410 | 1.3059 | 1.3453 | 1.2829 | ||||||||||||
| (1) | As per NYMEX oil futures contract |
| (2) | Reflects heavy oil prices at Hardisty, Alberta |
| (3) | Annual or quarterly average exchange rates as per the Bank of Canada. |
WCS
Revenue from Greenfire’s bitumen production is closely linked to WCS, the pricing benchmark for Canadian heavy oil at Hardisty, Alberta. WCS trades at a discount to WTI known as the WCS differential, which fluctuates based on heavy oil production, inventory levels, infrastructure egress capacity, and refinery demand in Canada and the United States, among other factors.
Condensate
In order to facilitate pipeline transportation of Greenfire’s produced bitumen, the Company uses condensate as diluent for blending at the Expansion Asset, which is from Edmonton and delivered via the Inter Pipeline Polaris Pipeline. The price of condensate is historically within approximately 5% of the price of WTI and is typically higher in winter months owing to increased diluent requirements in colder temperatures relative to warmer summer months. The Edmonton Condensate (C5+) price for the three months ended September 30, 2023 was US$78.00/bbl, compared to US$87.26/bbl during the same period in 2022. The C5+ price for the nine months ended September 30, 2023 was US$76.80/bbl, compared to US$97.33/bbl during the same period in 2022. The lower condensate pricing for the third quarter and the first nine months of 2023 relative to the same period in 2022 was correlated to lower WTI pricing combined with a reduction in regional demand.
4.3 Oil Sales
Oil Sales
Greenfire’s oil sales include blended bitumen sales from the Expansion Asset and non-diluted bitumen sales from the Demo Asset. At the Demo Asset each barrel can be transported to several locations, including both pipeline and rail sales points, depending on the economics of each option at the time of sale. During mid-October 2022, the Company commissioned a bitumen truck off-loading facility (“Truck Rack”) at the Expansion Asset that can receive up to approximately 5,000 bbls/d of bitumen production (non-diluted bitumen) from the Demo Asset that is blended with the Expansion Asset production and sold via pipeline.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 12 |
During the three months ended September 30, 2023, the Company recorded oil sales of $161.0 million, compared to $209.6 million during the same period in 2022. Lower oil sales were a result of lower WCS benchmark oil prices and lower production.
During the nine months ended September 30, 2023, the Company recorded oil sales of $514.2 million, compared to $818.1 million during the same period in 2022. Lower oil sales were a result of lower WCS benchmark oil prices and lower production.
Oil Sales
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Oil Sales | 160,967 | 209,550 | 514,240 | 818,108 | ||||||||||||
| - ($/bbl) | 89.86 | 97.37 | 74.86 | 104.72 | ||||||||||||
4.4 Royalties
Royalties paid by the Company are crown royalties to the Province of Alberta. Alberta oil sands royalty projects are based on government prescribed pre and post payout(1) royalty rates, which are determined on a sliding scale using the Canadian dollar equivalent WTI benchmark price.
Royalties for a pre-payout project are based on a monthly calculation that applies a royalty rate (ranging from one percent to nine percent, based on the Canadian dollar equivalent WTI benchmark price) to the gross revenues from the project. Gross revenues are a function of sales revenues less diluent costs and transportation costs. The Expansion Asset is a pre-payout project.
Royalties for a post-payout project are based on an annualized calculation that uses the greater of: (1) the gross revenues multiplied by the applicable royalty rate (one percent to nine percent, based on the Canadian dollar equivalent WTI benchmark price); or (2) the net revenues of the project multiplied by the applicable royalty rate (25 percent to 40 percent, based on the Canadian dollar equivalent WTI benchmark price). Net revenues are a function of sales revenues less diluent costs, transportation costs, and allowable operating and capital costs. While the Demo Asset is a post-payout project, due to the carry forward of previous years costs, it is currently assessed under scenario (1) discussed above. The Company’s Demo Asset may become assessable under scenario (2) in 2024, depending on actual production performance, oil prices and costs.
Royalties for the three months ended September 30, 2023 of $5.60/bbl were lower compared to the same period in 2022 at $7.33/bbl, primarily due to lower WTI benchmark oil prices.
Royalties for the nine months ended September 30, 2023 of $3.64/bbl were lower compared to the same period in 2022 at $7.45/bbl, primarily due to lower WTI benchmark oil prices.
| (1) | The payout status will either be pre-payout (when cumulative costs exceed cumulative revenues) or post-payout (once cumulative revenues first equal or exceed cumulative costs). |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 13 |
Royalties
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Royalties | 7,387 | 11,959 | 17,682 | 42,587 | ||||||||||||
| - ($/bbl) | 5.60 | 7.33 | 3.64 | 7.45 | ||||||||||||
4.5 Risk Management Contracts
The Company is exposed to commodity price risk on its oil sales and energy operating costs due to fluctuations in market prices. The Company executes a risk management program that is primarily designed to reduce the volatility of revenue and cash flow and ensure sufficient cash flows to service debt obligations and fund the Company’s operations. The Company’s risk management liabilities may consist of hedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differentials, condensate differential, natural gas and electricity swaps. The Company does not use financial derivatives for speculative purposes.
As at September 30, 2023, the Company’s obligations under the indenture governing the New Notes, as outlined in subsection 5.1 Long Term Debt, includes a requirement to maintain twelve consecutive months of commodity hedges on WTI for not less than 50% of the hydrocarbon output under the proved developed producing reserves forecast in the most recent reserves report, as determined by a qualified and independent reserves evaluator. The hedging obligation is in place until the aggregate principal amount of the New Notes outstanding is at or below US$100.0 million, at which point, the Company will no longer be required to enter into subsequent commodity hedges. In the event that WTI is equal or less than US$55/bbl for such month being hedged, the Company is not required to hedge for that month.
The Company’s commodity price risk management program does not involve margin accounts that require posting of margin, including in scenarios of increased volatility in underlying commodity prices. Financial risk management contracts are measured at fair value, with gains and losses on re-measurement included in the consolidated statements of comprehensive income (loss) in the period in which they arise.
Financial contracts
The Company’s financial risk management contracts are subject to master netting agreements that create the legal right to settle the instruments on a net basis. The fair value of the risk management contracts resulted in a net current liability of $18.5 million at September 30, 2023.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 14 |
The following table summarizes the gross asset and liability positions of the Company’s individual risk management contracts that are offset in the consolidated balance sheets:
Financial Management Contracts
| As at September 30, | As at December 31, | |||||||||||||||
| 2023 | 2022 | |||||||||||||||
| ($ thousands) | Asset | Liability | Asset | Liability | ||||||||||||
| Gross amount | - | (18,452 | ) | 21,375 | (48,379 | ) | ||||||||||
| Amount offset | - | - | (21,375 | ) | 21,375 | |||||||||||
| Risk management contracts | - | (18,452 | ) | - | (27,004 | ) | ||||||||||
Financial contracts settled in the period result in realized gains or losses based on the market price compared to the contract price and the notional volume outstanding. Changes in the fair value of unsettled financial contracts are reported as unrealized gains or losses in the period as the forward markets for commodities fluctuate and as new contracts are executed.
Outstanding Financial Risk Management Contracts at September 30, 2023
WTI -Costless Collar | WTI- Put Options | Natural Gas-Fixed Price Swaps | ||||||||||||||||||||||||||||||
| Term |
Volume (bbls) | Put Strike Price (US$/bbl) | Call Strike Price (US$/bbl) | Volume (bbls) | Strike Price (US$/bbl) | Option Premium ($US/bbl) | Volume (GJs) | Swap Price (CAD$/GL) | ||||||||||||||||||||||||
| Q4 2023 | 742,337 | $ | 50.00 | $ | 108.25 | 371,169 | $ | 50.00 | $ | 5.90 | 305,000 | $ | 2.97 | |||||||||||||||||||
| Q1 2024 | 877,968 | $ | 60.00 | $ | 77.00 | - | - | - | 455,000 | $ | 2.97 | |||||||||||||||||||||
| Q2 2024 | 877,968 | $ | 60.00 | $ | 74.55 | - | - | - | - | - | ||||||||||||||||||||||
Financial Risk Management Contracts subsequent to September 30, 2023
| WTI -Costless Collar | ||||||||||||
| Term |
Volume (bbls) | Put Strike Price (US$/bbl) | Call Strike Price (US$/bbl) | |||||||||
| Q3 2024 | 887,800 | $ | 62.00 | $ | 92.32 | |||||||
| Q4 2024 | 299,150 | $ | 62.00 | $ | 92.32 | |||||||
Realized and Unrealized Risk Management Contracts
In the three months ended September 30, 2023, the Company recorded total risk management contract losses of $7.6 million compared to total risk management contract gains of $81.8 million for the same period in 2022. The realized risk management contracts loss for the three months ended September 30, 2023 was nil ($37.6 million realized loss in the same period of 2022) as market prices for WTI settled at levels within the Company’s risk management contracts during the quarter. The unrealized loss on risk management contracts of $7.6 million for the three months ended September 30, 2023 ($119.4 million unrealized gain in the same period of 2022) was primarily a result of the market prices for WTI settling at levels above the call strike price of the Company’s risk management contracts during the quarter.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 15 |
In the nine months ended September 30, 2023, the Company recorded total risk management contract gains of $1.6 million compared to total risk management contract losses of $123.7 million for the same period in 2022. The realized risk management contracts loss for the nine months ended September 30, 2023 of $7.0 million ($128.7 million realized loss in the same period of 2022) was primarily a result of the market prices for WTI settling at levels above those set in the Company’s risk management contracts outstanding during the first nine months of 2022, partially offset by gains due to the widening of WCS differentials. The unrealized gain on risk management contracts of $8.6 million for the nine months ended September 30, 2023 ($4.9 million unrealized gain in the same period of 2022) was primarily a result of the settlement of the risk management contracts realized during the first nine months of 2023.
Realized and Unrealized Gain (Loss) on Commodity Price Risk Management Contracts
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Realized gain (loss) | - | (37,608 | ) | (6,957 | ) | (128,651 | ) | |||||||||
| Unrealized gain (loss) | (7,605 | ) | 119,360 | 8,552 | 4,949 | |||||||||||
| Risk management contracts gains (losses) | (7,605 | ) | 81,752 | 1,595 | (123,702 | ) | ||||||||||
4.6 Diluent Expense
In order to facilitate pipeline transportation of bitumen, the Company uses condensate as diluent for blending at the Expansion Asset and for trucked volumes from the Demo Asset that are delivered to the Truck Rack that is located at the Expansion Asset. Greenfire’s diluent expense includes the cost of diluent plus the pipeline transportation of the diluent from Edmonton to the Expansion Asset facility via the Inter Pipeline Polaris Pipeline.
The Company’s diluent expense for the three months ended September 30, 2023 was $7.37/bbl, which was lower than the comparative period in 2022 at $9.29/bbl. Diluent expense for the nine months ended September 30, 2023 was $15.99/bbl, which was higher than the comparative period in 2022 at $10.96/bbl. The factors driving the lower diluent pricing are discussed in subsection 4.2 Commodity Prices.
Diluent Expense
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Diluent expense | 52,089 | 65,893 | 227,972 | 282,069 | ||||||||||||
| - ($/bbl) | 7.37 | 9.29 | 15.99 | 10.96 | ||||||||||||
4.7 Transportation and Marketing Expense
Transportation expense at the Expansion Asset includes the costs to move production from the facility to the sales point in Edmonton, Alberta, via the Enbridge Lateral Pipeline and Enbridge Waupisoo Pipeline. At the Demo Asset, transportation expenses relate to the trucking of bitumen from the facility to various pipeline and rail sales points, including to the Truck Rack at the Expansion Asset facility.
Greenfire has entered into exclusive marketing contracts with a large reputable international energy marketing company (the “Petroleum Marketer”). The exclusive marketing services at the Expansion Asset expire in October 2028 and include the purchase of all blended bitumen produced, the supply of all diluent and the facilitation of all pipeline transportation and storage costs. The exclusive marketing services at the Demo Asset expire in April 2026 and include the purchase of all bitumen produced, and the facilitation of all bitumen transportation. In addition to the marketing fees, production at the Demo Asset is further subject to additional costs associated with the marketing contract that include royalty incentive and performance fees.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 16 |
The Company’s transportation and marketing expense for the three months ended September 30, 2023 was $9.69/bbl which was higher than the comparative period in 2022 of $9.41/bbl, mainly due to a higher amount of fixed oil transportation costs allocated to lower sales volumes during the third quarter of 2023, partially offset by lower oil transportation costs at the Demo Asset from utilizing the Truck Rack.
Transportation and marketing expense for the nine months ended September 30, 2023 was $8.72/bbl, which was slightly lower than the comparative period in 2022 at $8.97/bbl primarily due to lower oil transportation costs at the Demo Asset from utilizing the Truck Rack.
Transportation and Marketing Expenses
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Marketing fees(1) | 2,509 | 2,711 | 8,515 | 9,574 | ||||||||||||
| Oil transportation expense | 10,286 | 12,629 | 33,881 | 41,702 | ||||||||||||
| Transportation and marketing | 12,796 | 15,340 | 42,396 | 51,276 | ||||||||||||
| Marketing fees(1) ($/bbl) | 1.90 | 1.66 | 1.75 | 1.67 | ||||||||||||
| Oil transportation expense ($/bbl) | 7.79 | 7.74 | 6.97 | 7.29 | ||||||||||||
| Transportation and marketing ($/bbl) | 9.69 | 9.41 | 8.72 | 8.97 | ||||||||||||
| (1) | Marketing fees include marketing fees paid to the Petroleum Marketer and terminal fees. |
4.8 Operating Expenses
Operating expenses include energy operating expenses and non-energy operating expenses. Energy operating expenses reflect the cost of natural gas to generate steam and to increase reservoir pressure through injection to enhance oil recovery and electricity to operate the Company’s facilities. Non-energy operating expenses relate to production-related operating activities, including staff, contractors and associated travel and camp costs, chemicals and treating, insurance, equipment rentals, maintenance and site administration, among other costs.
The Company’s energy operating expenses for the three months and nine months ended September 30, 2023 were $9.85/bbl and $9.13/bbl, respectively, which was lower than the comparative periods in 2022 of $11.49/bbl and $11.04/bbl, respectively. The lower per barrel energy operating expenses in 2023, were primarily related to lower natural gas and power prices partially offset by lower production volumes.
The Company’s non-energy operating expenses for the three months and nine months ended September 30, 2023 were $19.27/bbl and $14.29/bbl, respectively, which was higher than the comparative periods in 2022 of $10.89/bbl and $9.67/bbl, respectively. The higher per barrel non-energy operating expenses in 2023 was primarily the result of the planned minor turnaround, the recognition of higher greenhouse gas emission fees, as well as inflationary pressures on the costs of goods and services combined with lower sales volumes, for the three months and nine months ended September 30, 2023.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 17 |
Operating Expenses
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Operating expenses - energy | 13,006 | 18,740 | 44,402 | 63,131 | ||||||||||||
| Operating expenses - non-energy | 25,436 | 17,767 | 69,479 | 55,266 | ||||||||||||
| Operating expenses | 38,442 | 36,507 | 113,881 | 118,397 | ||||||||||||
| Operating expenses - energy ($/bbl) | 9.85 | 11.49 | 9.13 | 11.04 | ||||||||||||
| Operating expenses - non-energy ($/bbl) | 19.27 | 10.89 | 14.29 | 9.67 | ||||||||||||
| Operating expenses ($/bbl) | 29.12 | 22.38 | 23.42 | 20.71 | ||||||||||||
4.9 General & Administrative Expenses
General and administrative (“G&A”) expenses include head office and corporate costs such as salaries and employee benefits, office rent, independent third-party audit and engineering services, and administrative recoveries earned for operating exploration and development activities on behalf of the Company’s working interest partners, among other costs. G&A expenses primarily fluctuates with head office staffing levels and the level of operated exploration and development activity during the period. G&A may also include expenses related to corporate strategic initiatives, if any.
G&A expenses of $2.50/bbl for the three months ended September 30, 2023, were higher than $1.71/bbl for the comparative period in 2022. The increase in G&A was primarily due to higher employee related costs, combined with lower sales volumes in the third quarter of 2023 compared to the same period in 2022.
G&A expenses of $1.67/bbl for the nine months ended September 30, 2023, were higher than $1.42/bbl for the comparative period in 2022. The increase was primarily due to higher employee related costs, combined with lower sales volumes in the nine months ended September 30, 2023 compared to the same period in 2022.
General & Administrative Expenses
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| General and administrative expenses | 3,303 | 2,795 | 8,135 | 8,145 | ||||||||||||
| - ($/bbl) | 2.50 | 1.71 | 1.67 | 1.42 | ||||||||||||
4.10 Stock-based Compensation
On September 20, 2023, with the closing of the De-Spac Transaction, all outstanding performance warrants vested and became exercisable. As a result, the remaining unrecognized fair market value of the performance warrants was immediately recorded as stock-based compensation. The performance warrants expire 10 years after the issuance date.
The Company recorded stock-based compensation of $9.2 million and $9.8 million during the three months and nine months ended September 30, 2023, respectively, compared to nil for both of the respective comparative periods during 2022.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 18 |
Stock-based Compensation
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Stock-based compensation | 9,157 | - | 9,808 | - | ||||||||||||
| - ($/bbl) | 6.94 | - | 2.02 | - | ||||||||||||
4.11 Interest and Finance Expenses
Interest and finance expenses includes coupon interest, amortization of debt issue costs and debt underwriter fees, issuer discount, redemption premiums on long term debt, interest on revolving credit facility, letter of credit facilities and other interest charges. Coupon interest and required redemption premiums related to long term debt are accrued and paid according to the indenture that governs the New Notes.
In the three months and nine months ended September 30, 2023, total interest and finance expenses were $73.1 million and $93.8 million, respectively, compared to $10.1 million and $47.3 million in the comparative periods in 2022. The total interest and finance expense of $73.1 million during the three months ended September 30, 2023 was comprised of $42.1 million, mainly from unamortized debt related costs, $19.2 million from the early debt redemption premium (the “Debt Redemption Premium”) on the redemption of the 2025 Notes, plus $11.8 million of other related interest expense during the period.
Refer to section 5 Capital Resources and Liquidity in this MD&A for more details of Greenfire’s long-term debt, revolving credit facility and letter of credit facilities.
Interest and Finance Expenses
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Accretion on long-term debt | $ | 72,666 | $ | 9,532 | $ | 92,379 | $ | 45,169 | ||||||||
| Other interest | 235 | 354 | 795 | 1,564 | ||||||||||||
| Accretion of decommissioning obligations | 229 | 195 | 670 | 543 | ||||||||||||
| Total interest and finance expenses | $ | 73,130 | $ | 10,081 | $ | 93,844 | $ | 47,275 | ||||||||
4.12 Depletion and Depreciation
The Company depletes crude oil properties on a unit-of-production basis over estimated total recoverable proved plus probable (2P) reserves. The depletion base consists of the historical net book value of capitalized costs, plus the estimated future costs required to develop the Company’s estimated recoverable proved plus probable reserves. The depletion base excludes exploration and the cost of assets that are not yet available for use.
The unit-of-production rate accounts for expenditures incurred to date, together with estimated future development expenditures required to develop those proved reserves. This rate, calculated at a facility level, is then applied to sales volume to determine depletion each period. The Company believes that this method of calculating depletion charges each barrel of crude oil equivalent sold with its proportionate share of the cost of capital invested over the total estimated life of the related asset as represented by 2P reserves.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 19 |
The Company’s depletion and depreciation expense for the three months and nine months ended September 30, 2023 were $10.41/bbl and $10.65/bbl, respectively, which was higher than the comparative periods in 2022 of $8.98/bbl and $8.80/bbl, respectively. The higher per barrel depletion and depreciation expense in 2023, was primarily due to an increase in estimated future development costs as represented by 2P reserves in the Company’s most recent reserve report, relative to the prior reserve report.
Depletion and Depreciation Expense
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Depletion and depreciation expense | 13,746 | 14,651 | 51,781 | 50,325 | ||||||||||||
| - ($/bbl) | 10.41 | 8.98 | 10.65 | 8.80 | ||||||||||||
4.13 Exploration Expenses
The Company’s exploration expenses primarily consist of escalating mineral lease rentals on the undeveloped lands.
In the three months ended September 30, 2023, exploration expenses were $0.5 million, compared to $0.8 million for the comparative period in 2022.
In the nine months ended September 30, 2023, exploration expenses were $3.3 million, compared to $1.5 million for the comparative period in 2022. The increase in 2023 was mainly due to a one-time regulatory expense due to required changes as a result of the December 2020 implementation of the Oil Sands Tenure Regulation(1).
Exploration Expenses
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Exploration expenses | 516 | 797 | 3,335 | 1,478 | ||||||||||||
4.14 Other (Income) and Expense
In the three months ended September 30, 2023, other (income) and expense was income of $0.9 million, compared to income of $0.2 million for the comparative period in 2022, mainly due to an increase to interest earnings from savings account and short-term investments.
In the nine months ended September 30, 2023, other (income) and expense was income of $1.6 million, compared to an expense of $1.2 million for the comparative period in 2022. The difference was mainly due to income of $1.7 million in interest earnings from savings accounts and short-term investments during the nine months ended September 30, 2023, compared to an expense of $1.3 million, related to the JACOS acquisition during the same period in 2022, amongst other items.
| (1) | This regulation, made under the Mines and Minerals Act, is the primary regulation that deals with tenure of oil sands agreements in Alberta. The regulation provides for the issuance and continuation of primary oil sands leases, and the payment of escalating rental when a continued lease does not meet a minimum level of production. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 20 |
Other (Income) and Expense
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Other (income) and expenses | (926 | ) | (224 | ) | (1,592 | ) | 1,161 | |||||||||
4.15 Foreign Exchange Loss (Gain)
The Company’s foreign exchange loss (gain) is driven by fluctuations in the US dollar to Canadian dollar exchange rate, as it relates to its long-term debt that is denominated in US dollars and is primarily related to the note principal and interest components of the Company’s US dollar denominated debt.
In the three months ended September 30, 2023, foreign exchange loss (gain) was a loss of $5.9 million, compared to a loss of $21.9 million for the comparative period in 2022. The foreign exchange loss during the third quarter of 2023 was mainly due to the Canadian dollar weakening relative to the US dollar.
In the nine months ended September 30, 2023, foreign exchange loss (gain) was a gain of $0.7 million, compared to a loss of $29.0 million for the comparative period in 2022. The foreign exchange gain during the nine months ended September 30, 2023 was mainly due to the Canadian dollar strengthening relative to the US dollar.
Foreign Exchange Loss (Gain)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Realized foreign exchange loss (gain) | 19,914 | 4 | 19,914 | 1,513 | ||||||||||||
| Unrealized foreign exchange loss (gain) | (14,037 | ) | 21,905 | (20,564 | ) | 27,472 | ||||||||||
| Foreign exchange loss (gain) | 5,877 | 21,909 | (650 | ) | 28,985 | |||||||||||
4.16 Transaction Costs
On September 20, 2023, the Company completed the De-Spac Transaction with MBSC. For the three and nine months ended September 30, 2023 the Company expensed $4.1 million and $8.3 million, respectively, in transaction costs. Refer to the “De-Spac Transaction” subsection in this MD&A for more information.
Transaction Costs
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Transaction costs | 4,083 | - | 8,324 | - | ||||||||||||
| - ($/bbl) | 3.09 | - | 1.71 | - | ||||||||||||
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 21 |
4.17 Gain on Revaluation of Warrants
On September 20, 2023, and in connection with the De-Spac Transaction the Company issued 5,000,000 Greenfire Warrants to former GRI common shareholders, bond warrant holders and holders of performance warrants and issued 2,526,667 Greenfire Warrants to holders of MBSC’s private placement warrants. The 7,526,667 outstanding Greenfire Warrants expire 5 years after issuance and entitle the holder of each warrant to purchase one common share of Greenfire at a price of US$11.50. Greenfire can, at its option, require the holder of the warrants to exercise on a cashless basis. The warrants are to be treated as a derivative financial liability in accordance with IFRS 9 and were measured at fair value in accordance with IFRS 13. The New Greenfire Warrants will be reassessed at the end of each reporting period with subsequent changes in fair value being recognized through the statement of comprehensive income (loss).
In the three and nine months ended September 30, 2023, the Company incurred a $32.3 million gain on warrant revaluation, compared to nil for the comparative periods in 2022. The gain relates to a decrease of the warrant liability due to a reduction to the closing share price from the close of the De-Spac Transaction to September 30, 2023.
Gain on Revaluation of Warrants
Three
months ended | Nine
months ended | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Gain on revaluation of warrants | (32,277 | ) | - | (32,277 | ) | - | ||||||||||
4.18 Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA(1)
During the three months ended September 30, 2023, the Company recorded net loss of $138.7. million, compared to net income of $111.6 million, during the same period in 2022. The $250.3 million reduction to net income (loss) and comprehensive income (loss) in 2023 was primarily due to one-time costs related to the $110.7 million of listing expense related to the De-Spac Transaction and the $63.0 million increase in refinancing costs related to the redemption of the 2025 Notes. Additionally, the decrease was also due to $44.0 million in lower oil sales, net of royalties and $7.6 million in risk management contract losses in the current quarter compared to $81.7 million in risk management contract gains in the prior year period, amongst other items.
During the nine months ended September 30, 2023, the Company recorded net loss of $131.0 million, compared to net income of $62.7 million, respectively, during the comparative period in 2022. The $193.7 million reduction to net income (loss) and comprehensive income (loss) in 2023 was primarily due to one-time costs related to the $110.7 million of listing expense related to the De-Spac Transaction and the $63.0 million increase in refinancing costs related to the redemption of the 2025 Notes. Additionally, the decrease was also due to $279.0 million in lower oil sales, net of royalties, partially offset by $1.6 million in risk management contract gains in the current year, compared to $123.7 million in risk management contract losses, as well as $54.1 million in higher diluent expense in the prior year, amongst other items.
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Non-GAAP Measures section in this MD&A for further information. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 22 |
Net income (loss) and comprehensive income (loss) is an IFRS measure, which is the most directly comparable GAAP measure to adjusted EBITDA(1), which is a non-GAAP measure and which excludes the transaction and financing cost impacts of the De-Spac Transaction and bond refinancing. Adjusted EBITDA indicates the Company’s ability to generate funds from its asset base on a continuing basis, for future development of its capital program and settlement of financial obligations.
During the three months ended September 30, 2023, Greenfire recorded adjusted EBITDA(1) of $46.4 million, compared to $38.7 million during the same period in 2022. The increase in adjusted EBITDA(1) during the third quarter of 2023, relative to the same period in 2022, was primarily due to the Company recognizing $37.6 million of realized risk management contract losses in 2022, compared to nil during the same period in 2023, in addition to higher diluent expense which more than offset the lower oil sales volumes during the third quarter of 2023.
During the nine months ended September 30, 2023, Greenfire recorded adjusted EBITDA(1) of $93.9 million, compared to $185.5 million during the same period in 2022. The decrease in adjusted EBITDA(1) during the nine months ended September 30, 2023, relative to the same period in 2022, was primarily the result of lower oil sales and lower WCS benchmark oil prices. The decrease in Adjusted EBITDA(1) was partially offset by the Company recognizing $128.7 million of realized risk management contract losses in 2022, compared to $7.0 million in losses during the same period in 2023.
The following table is a reconciliation of net income (loss) net income (loss) and comprehensive income (loss) to adjusted EBITDA(1):
Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA(1)
Three
months ended | Nine
months ended | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net income (loss) and comprehensive income (loss) | (138,689 | ) | 111,594 | (131,014 | ) | 62,708 | ||||||||||
| Add (deduct): | ||||||||||||||||
| Income tax recovery | (5,976 | ) | - | (6,494 | ) | - | ||||||||||
| Unrealized (gain) loss risk management contracts | 7,605 | (119,360 | ) | (8,552 | ) | (4,949 | ) | |||||||||
| Stock based compensation | 9,157 | - | 9,808 | - | ||||||||||||
| Financing and interest | 73,130 | 10,081 | 93,844 | 47,275 | ||||||||||||
| Depletion and depreciation | 13,746 | 14,651 | 51,781 | 50,325 | ||||||||||||
| Transaction costs | 4,083 | - | 8,324 | - | ||||||||||||
| Listing expense | 110,704 | - | 110,704 | - | ||||||||||||
| Gain on revaluation of warrants | (32,277 | ) | - | (32,277 | ) | - | ||||||||||
| Foreign exchange loss (gain) | 5,877 | 21,909 | (650 | ) | 28,985 | |||||||||||
| Other (income) and expenses | (926 | ) | (224 | ) | (1,592 | ) | 1,161 | |||||||||
| Adjusted EBITDA(1) | 46,434 | 38,651 | 93,882 | 185,505 | ||||||||||||
| Net income (loss) and comprehensive income (loss) ($/bbl) | (105.07 | ) | 68.42 | (26.94 | ) | 10.97 | ||||||||||
| Add (deduct): | ||||||||||||||||
| Income tax recovery (expense) ($/bbl) | (4.53 | ) | - | (1.34 | ) | - | ||||||||||
| Unrealized (gain) loss risk management contracts ($/bbl) | 5.76 | (73.19 | ) | (1.76 | ) | (0.87 | ) | |||||||||
| Stock based compensation ($/bbl) | 6.94 | - | 2.02 | - | ||||||||||||
| Financing and interest ($/bbl) | 55.40 | 6.18 | 19.30 | 8.27 | ||||||||||||
| Depletion and depreciation ($/bbl) | 10.41 | 8.98 | 10.65 | 8.80 | ||||||||||||
| Transaction costs ($/bbl) | 3.09 | - | 1.71 | - | ||||||||||||
| Listing expense ($/bbl) | 83.87 | - | 22.77 | - | ||||||||||||
| Gain on revaluation of warrants ($/bbl) | (24.45 | ) | - | (6.64 | ) | - | ||||||||||
| Foreign exchange loss (gain) ($/bbl) | 4.45 | 13.43 | (0.13 | ) | 5.07 | |||||||||||
| Other (income) and expenses ($/bbl) | (0.70 | ) | (0.14 | ) | (0.33 | ) | 0.20 | |||||||||
| Adjusted EBITDA(1) ($/bbl) | 35.17 | 23.68 | 19.31 | 32.44 | ||||||||||||
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Non-GAAP Measures section in this MD&A for further information. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 23 |
5 CAPITAL RESOURCES AND LIQUIDITY
The Company’s capital management objective is to maintain financial flexibility and sufficient liquidity to execute on planned capital programs, while meeting short and long-term commitments, including servicing and repaying long term debt. The Company strives to actively manage its capital structure in response to changes in economic conditions and further deleverage its balance sheet.
At September 30, 2023, the Company’s capital structure primarily comprised of cash and cash equivalents, restricted cash, long-term debt and shareholders’ equity.
Management believes its current capital resources and its ability to manage cash flow and working capital levels will allow the Company to meet its current and future obligations, to make scheduled interest and principal payments, and to fund the other needs of the business.
5.1 Long Term Debt
On August 12, 2021, GRI issued US$312.5 million of 2025 Notes. The 2025 Notes were senior secured notes that had an original issue discount of 3.5%, bore interest at the fixed rate of 12.00% per annum, payable semi-annually, and had a maturity date of August 15, 2025.
On September 20, 2023 in conjunction with the closing of the De-Spac Transaction and the issuance of New Notes as described below, GRI redeemed the outstanding balance of $294.6 million (US$217.9 million) on the 2025 Notes at a redemption premium of 106.5%, plus accrued interest of $3.4 million. The total Debt Redemption Premium paid as a result of the early redemption was $19.2 million (US$14.2 million) plus accrued interest of $3.4 million (US$2.5 million). Unamortized debt costs of $42.1 million were also expensed in conjunction with the extinguishment of the debt.
On September 20, 2023, the Company issued US$300.0 million of New Notes. The New Notes are senior secured notes that bear interest at the fixed rate of 12.00% per annum, payable semi-annually on April 1 and October 1 of each year, commencing on April 1, 2024 and mature on October 1, 2028. The New Notes are secured by a lien on substantially all the assets of the Company and its wholly owned subsidiaries, junior in priority to the Senior Credit Facility. Subject to certain exceptions and qualifications, the indenture governing the New Notes contains certain covenants that limit the Company’s ability to, among other things, incur additional indebtedness, pay dividends, redeem stock, make certain restricted payments, and dispose of and transfer assets. The indenture governing the New Notes has a minimum hedging requirement of 50% of the forward 12 calendar month PDP forecasted production as prepared in accordance with the Canadian standards under National Instrument 51-101 – Standards for Disclosure for Oil and Gas Activities until principal debt under the New Notes is less than US$100.0 million and limits capital expenditures to US$100.0 million annually until the principal outstanding is less than US$150.0 million.
Under the indenture governing the New Notes, the Company is required to redeem the New Notes at 105% of the principal amount plus accrued and unpaid interest with 75% of Excess Cash Flow (as defined in the New Notes Indenture) in six-month periods, with the first period beginning on June 30, 2024. If Consolidated Indebtedness is less than US$150.0 million, the required redemption is reduced to 25% of Excess Cash Flow to be paid in every six-month period until the principal owing on the New Notes is less than $100.0 million.
As at September 30, 2023, the face value of the Company’s long-term debt was $405.6 million(1) and the fair value was $401.5 million (December 31, 2022 carrying value – $254.4 million, fair value – $315.7 million).
The Company is exposed to foreign exchange rate fluctuations on the principal value and interest payments in respect of its New Notes. As of September 30, 2023, a 10% change to the value of the Canadian dollar relative to the US dollar would result in a foreign exchange gain (loss) of approximately $40.6 million (December 31, 2022 - $29.3 million).
5.2 Senior Credit Facility
On September 20, 2023, Greenfire also entered into a reserve-based credit facility (the “Senior Credit Facility”) comprised of an operating facility and a syndicated facility. Total credit available under the Senior Credit Facility is $50.0 million, comprising of a $20.0 million operating facility and a $30.0 million syndicated facility.
The Senior Credit Facility is a committed facility available on a revolving basis until September 20, 2024, at which point in time it may be extended at the lender’s option. If the revolving period is not extended, the undrawn portion of the facility will be cancelled and any amounts outstanding would be repayable at the end of the non-revolving term, being September 20, 2025. The Senior Credit Facility is subject to a semi-annual borrowing base review, occurring in May and November of each year, with the first review scheduled in May 2024. The borrowing base is determined based on the lender’s evaluation of the Company’s petroleum and natural gas reserves and their commodity price outlook at the time of each renewal.
The Senior Credit Facility is secured by a first priority security interest on substantially all the assets of the Corporation and is senior in priority to the New Notes. The Senior Credit Facility contains certain covenants that limit the Company’s ability to, among other things, incur additional indebtedness, create or permit liens to exist, make certain restricted payments, and dispose of or transfer assets.
| (1) | The U.S. dollar denominated debt was translated into Canadian dollars as at period end exchange rates. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 24 |
Amounts borrowed under the Senior Credit Facility bear interest at a floating rate based on the applicable Canadian prime rate, US base rate, secured overnight financing rate or bankers’ acceptance rate, plus a margin of 2.75% to 6.25% based on Debt to EBITDA ratio. A standby fee on the undrawn portion of the Senior Credit Facility ranges from 0.6875% to 1.5625% based on Debt to EBITDA ratio. As at September 30, 2023, the Company had no amounts drawn and $7.6 million of letters of credit outstanding under the Senior Credit Facility and the Company was in compliance with all covenants.
Subsequent to September 30, 2023, Greenfire entered into an unsecured $55.0 million letter of credit facility with a Canadian bank that is supported by a performance security guarantee from Export Development Canada (“EDC Facility”).
5.3 Restricted Cash and Letter of Credit Facilities
As at September 30, 2023, the Company had a $46.8 million credit facility with the Petroleum Marketer (“Credit Facility”) that was used to issue $46.8 million in letters of credit related to the Company’s long-term pipeline transportation agreements. Under the terms of the Credit Facility, over a period of 24 months and beginning in October 2021, the Company is required to contribute cash to a cash-collateral account (“Reserve Account”) until the balance of the Reserve Account is equal to 105% of the aggregate face value of the Credit Facility. As at September 30, 2023, the Company had contributed $43.3 million in cash to the Reserve Account.
Subsequent to September 30, 2023, the EDC facility will replace the cash collateralized Credit Facility resulting in the release of the $43.3 million of restricted cash.
5.4 Working Capital (Deficit) and Adjusted Working Capital(1)
Working capital (deficit) is a GAAP measure that is the most directly comparable measure to adjusted working capital(1). Adjusted working capital(1) is comprised of current assets less current liabilities on the Company’s balance sheet, and excludes the current portion of long-term debt and current portion of risk management contracts. Adjusted working capital(2) is included within the non-GAAP measures because it is a less volatile measure of current assets and current liabilities, after isolating for current portion of long-term debt and current portion of risk management contracts. A surplus of adjusted working capital(1) will result in a future net cash inflow to the business. Available funding allows management and other users to evaluate the Company’s short-term liquidity, and its capital resources available at a point in time.
As at September 30, 2023, working capital increased to a deficit of $1.0 million from a working capital deficit of $13.4 million as at December 31, 2022, a difference of $14.4 million, primarily due to an increase in cash and cash equivalents from the proceeds from the issuance of the New Notes, partially offset by the recognition of the fair value of the warrants issued to former GRI common shareholders, bond warrant holders and employees.
As at September 30, 2023, adjusted working capital increased to $87.1 million from $76.9 million as at December 31, 2022, a difference of $10.2 million, primarily due to an increase in cash balances from the proceeds from the issuance of the New Notes, partially offset by the recognition of the fair value of the Greenfire warrants issued to former GRI common shareholders, bond warrant holders and performance warrants holders.
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Non-GAAP Measures section in this MD&A for further information. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 25 |
Refer to section 5.1 Long Term Debt in this MD&A for more details of the Company’s long-term debt.
Reconciliation of Working Capital (Deficit) to Adjusted Working Capital(1)
| Three months ended | Year ended | |||||||
| September 30, | December 31, | |||||||
| ($ thousands) | 2023 | 2022 | ||||||
| Current assets | 166,917 | 123,527 | ||||||
| Current liabilities | (167,959 | ) | (136,921 | ) | ||||
| Working capital (deficit) | (1,043 | ) | (13,394 | ) | ||||
| Current portion of risk management contracts | 18,452 | 27,004 | ||||||
| Current portion of long-term debt | 69,652 | 63,250 | ||||||
| Adjusted working capital(1) | 87,061 | 76,860 | ||||||
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Non-GAAP Measures section in this MD&A for further information. |
5.5 Share Capital and Warrant Liability
Share Capital and Warrant Liability
The Company is authorized to issue an unlimited number of common shares. As of September 30, 2023 and the date of this MD&A, the Company has 68,642,515 common shares outstanding. In addition, the Company has 7,526,667 Greenfire warrants and 3,617,016 performance warrants issued and outstanding.
5.6 Cash Flow Summary
Cash Flow – Operating Activities
During the three months ended September 30, 2023, cash provided by operating activities was $41.9 million compared to $49.2 million in the same period in 2022. The reduction was primarily due to lower oil sales volumes, partially offset by $37.6 million of realized risk management contract losses in 2022, compared to nil during the same period in 2023, as well as lower diluent expense during the third quarter of 2023.
During the nine months ended September 30, 2023, cash provided by operating activities was $61.0 million compared to $147.4 million in the same period in 2022. The reduction was primarily due lower WCS benchmark oil prices and lower production, partially offset by $128.7 million of realized risk management contract losses in 2022, compared to $7.0 million in losses during the same period in 2023.
Based on current and forecasted production levels, operating expenses, property, plant and equipment expenditures, existing commodity price risk management contracts and current outlook for commodity prices, the Company expects cash from operating activities will be sufficient to cover its operational commitments and financial obligations under its New Notes and letters of credit in the next 12 months.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 26 |
Cash Flow – Financing Activities
During the three months ended September 30, 2023, cash provided by financing activities was nil as the issuance of the New Notes offset the redemption of the 2025 Notes and the De-Spac Transaction compared to nil in the same period in 2022.
During the nine months ended September 30, 2023, cash provided by financing activities was nil as the issuance of the New Notes offset the redemption of the 2025 Notes and the De-Spac Transaction, compared to cash used in financing activities of $60.7 million in the same period in 2022, mainly from a debt principal repayment on the 2025 Notes.
Cash Flow – Investing Activities
During the three months ended September 30, 2023, cash used in investing activities was $13.3 million compared to cash used in investing activities of $23.4 million in the same period in 2022. The difference was primarily due to the Company transferring $7.6 million in outstanding letters of credit from restricted cash to cash and cash equivalents as part of the Senior Credit Facility, during the third quarter of 2023. Additionally, the decrease to cash used in investing activities during the third quarter of 2023 was also due to lower property, plant, and equipment expenditures.
During the nine months ended September 30, 2023, cash used in investing activities was $30.9 million compared to cash used in investing activities of $46.4 million in the same period in 2022. The difference was primarily due to lower property, plant, and equipment expenditures, as well as the Company transferring $7.6 million in outstanding letters of credit from restricted cash to cash and cash equivalents as part of the Senior Credit Facility, during the nine months ended September 30, 2023.
Cash Flow Summary
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Cash provided by (used in): | ||||||||||||||||
| Operating activities | 41,873 | 49,161 | 61,017 | 147,381 | ||||||||||||
| Financing activities | 65 | (0 | ) | 53 | (60,691 | ) | ||||||||||
| Investing activities | (13,299 | ) | (23,351 | ) | (30,885 | ) | (46,428 | ) | ||||||||
| Exchange rate impact on cash and cash equivalents held in foreign currency | 455 | 637 | 428 | (1,309 | ) | |||||||||||
| Change in cash and cash equivalents | 29,094 | 26,447 | 30,613 | 38,953 | ||||||||||||
5.7 Property, Plant and Equipment Expenditures
Total property, plant and equipment expenditures for the three months ended September 30, 2023 was $9.6 million (2022 - $14.3 million), consisting primarily of $6.9 million spent on the five Refill Wells drilling program at the Expansion Asset and $2.7 million for various facility projects at the Demo Asset and the Expansion Asset facilities.
Total property, plant and equipment expenditures for the nine months ended September 30, 2023 was $14.0 million (2022 - $27.2 million), consisting primarily of $7.9 million spent on the five Refill Wells drilling program at the Expansion Asset and $6.1 million for various facility projects at the Demo Asset and Expansion Asset facilities.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 27 |
Property, Plant and Equipment Expenditures
Three
months ended | Nine
months ended | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Total property, plant and equipment expenditures | 9,587 | 14,325 | 14,015 | 27,229 | ||||||||||||
| - $/bbl | 7.26 | 8.78 | 2.88 | 4.76 | ||||||||||||
5.8 Cash Provided by Operating Activities and Adjusted Funds Flow(1)
During the three and nine months ended September 30, 2023, the Company had cash provided by operating activities of $41.9 million and $61.0 million, respectively, compared to cash provided by operating activities of $49.2 million and $147.4 million, during the comparative periods in 2022. Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow(1), which is a non-GAAP measure. Adjusted Funds Flow are cash provided by operating activities adjusted for other items that are not considered part of the long-term operating performance of the business. Management considers these measures to be key, as they demonstrate the Company’s ability to generate the necessary funds to maintain production and fund future growth Adjusted funds flow as presented should not be considered an alternative to, or more meaningful than, cash flow from operating activities, net profits or other measures of financial performance calculated in accordance with IFRS.
During the three months ended September 30, 2023, Greenfire recorded adjusted funds flow(1) of $26.6 million compared to $15.2 million, during the same period in 2022. The increase in adjusted funds flow(1) during the third quarter of 2023 was primarily the result of the Company recognizing $37.6 million of realized risk management contract losses in 2022, compared to nil during the same period in 2023, in addition to higher diluent expense in 2022, which more than offset the lower oil sales volumes during the third quarter of 2023.
During the nine months ended September 30, 2023, Greenfire recorded adjusted funds flow(1) of $48.7 million compared to $119.6 million, during the same period in 2022. The decrease in adjusted funds flow(1) during the nine months ended September 30, 2023, was primarily the result of lower oil sales and WCS benchmark oil prices, which was partially offset by the Company recognizing $128.7 million of realized risk management contract losses in 2022, compared to $7.0 million in losses during the same period in 2023.
Reconciliation of Cash Provided by Operating Activities to Adjusted Funds Flow(1)
Three
months ended | Nine
months ended | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Cash provided by (used in) operating activities | 41,873 | 49,161 | 61,017 | 147,381 | ||||||||||||
| Transaction Costs | 4,083 | - | 8,324 | - | ||||||||||||
| Changes in non-cash working capital | (9,783 | ) | (19,608 | ) | (6,653 | ) | (544 | ) | ||||||||
| Property, plant and equipment expenditures | (9,587 | ) | (14,325 | ) | (14,015 | ) | (27,229 | ) | ||||||||
| Adjusted funds flow(1) | 26,587 | 15,228 | 48,674 | 119,608 | ||||||||||||
| Cash provided by (used in) operating activities ($/bbl) | 31.72 | 30.14 | 12.55 | 25.78 | ||||||||||||
| Transaction Costs ($/bbl) | 3.09 | - | 1.71 | - | ||||||||||||
| Changes in non-cash working capital ($/bbl) | (7.41 | ) | (12.02 | ) | (1.37 | ) | (0.10 | ) | ||||||||
| Property, plant and equipment expenditures ($/bbl) | (7.26 | ) | (8.78 | ) | (2.88 | ) | (4.76 | ) | ||||||||
| Adjusted funds flow(1) ($/bbl) | 20.14 | 9.34 | 10.01 | 20.92 | ||||||||||||
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Non-GAAP Measures section in this MD&A for further information. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 28 |
6 NON-GAAP MEASURES
In this MD&A, we refer to certain specified financial measures such as adjusted EBITDA, adjusted EBITDA per barrel ($/bbl), adjusted funds flow and adjusted funds flow per barrel ($/bbl) which do not have any standardized meaning prescribed by IFRS. While these measures are commonly used in the oil and natural gas industry, the Company’s determination of these measures may not be comparable with calculations of similar measures presented by other reporting issuers. This MD&A also contains the terms “adjusted working capital” and “net debt” which are non-GAAP measures. We believe that the inclusion of these specified financial measures provides useful information to financial statement users when evaluating the financial results of Greenfire however they should not be considered an alternative to, or more meaningful than, cash flow from operating activities, net profits or other measures of financial performance calculated in accordance with IFRS.
Non-GAAP Financial Measures
Adjusted EBITDA
Net income (loss) and comprehensive income (loss) is the most directly comparable GAAP measure for adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is calculated as net income (loss) before interest and financing expenses, income taxes, depletion, depreciation and amortization, and is adjusted for certain non-cash items, or other items that are not considered part of normal business operations. Adjusted EBITDA is used to measure Greenfire’s profitability from its underlying asset base on a continuing basis. This measure is not intended to represent net income (loss) and comprehensive income (loss) in accordance with IFRS. For a reconciliation of net income (loss) and comprehensive income (loss) to adjusted EBITDA see Section 4.19 of this MD&A entitled “Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA”.
Adjusted Funds Flow
Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow, which is a non-GAAP measure. Management uses adjusted funds flow as an indicator of the efficiency and liquidity of Greenfire’s business, measuring its funds after capital investment that is available to manage debt levels and return capital to stakeholders. This measure is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. We compute adjusted funds flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less property, plant and equipment expenditures. For a reconciliation of cash provided by operating activities to adjusted funds flow see Section 5.8 of this MD&A entitled “Cash Provided by Operating Activities and Adjusted Funds Flow”.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 29 |
Non-GAAP Financial Ratios
Adjusted EBITDA ($/bbl)
Net income (loss) and comprehensive income (loss) is the most directly comparable GAAP measure for adjusted EBITDA ($/bbl), which is a non-GAAP measure. Adjusted EBITDA ($/bbl) is used to measure Greenfire’s profitability from its underlying asset base on a continuing basis. This measure is not intended to represent net income (loss) and comprehensive income (loss) in accordance with IFRS. Adjusted EBITDA ($/bbl) is calculated by dividing adjusted EBITDA by the Company’s total sales volume in a specified period.
Adjusted Funds Flow ($/bbl)
Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow ($/bbl), which is a non-GAAP measure. Management uses adjusted funds flow ($/bbl) as an indicator of the efficiency and liquidity of Greenfire’s business, measuring its funds after capital investment that is available to manage debt levels and return capital to stakeholders. This measure is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. Adjusted funds flow ($/bbl) is calculated by dividing adjusted funds flow by the Company’s total oil sales volume in a specified period.
Capital Management Measures
Adjusted Working Capital
Working capital (deficit) is a GAAP measure that is the most directly comparable measure to adjusted working capital. These measures are not intended to represent current assets, net earnings or other measures of financial performance calculated in accordance with IFRS. Adjusted working capital is comprised of current assets less current liabilities on the Company’s balance sheet, and excludes the current portion of risk management contracts and current portion of long-term debt, the latter of which is subject to estimates in future commodity prices, production levels and expenses, among other factors. Adjusted working capital is included within the non-GAAP measures because it is a less volatile measure of current assets and current liabilities, after isolating for current portion of long-term debt and current portion of risk management contracts, a surplus of adjusted working capital will result in a future net cash inflow to the business that can be used by management to evaluate the Company’s short-term liquidity and its capital resources available at a point in time. A deficiency of adjusted working capital will result in a future net cash outflow, which may result in the Company not being able to settle short-term liabilities more than current assets.
Net debt
Long-term debt is a GAAP measure that is the most directly comparable financial statement measure to net debt. These measures are not intended to represent long-term debt calculated in accordance with IFRS. Net debt is comprised of long-term debt, adjusted for current assets and current liabilities on the Company’s balance sheet, and excludes the current portion of risk management contracts. Management uses net debt to monitor the Company’s current financial position and to evaluate existing sources of liquidity. Net debt is used to estimate future liquidity and whether additional sources of capital are required to fund planned operations.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 30 |
Reconciliation of Long-Term Debt to Net Debt
| Three months ended | Year ended | |||||||
| September 30, | December 31, | |||||||
| ($ thousands) | 2023 | 2022 | ||||||
| Long-term debt | (313,190 | ) | (191,158 | ) | ||||
| Current assets | 166,917 | 123,527 | ||||||
| Current liabilities | (167,959 | ) | (136,921 | ) | ||||
| Current portion of risk management contracts | 18,452 | 27,004 | ||||||
| Net debt | (295,780 | ) | (177,548 | ) | ||||
Summary of Quarterly Results
| ($ thousands, unless | 2023 | 2022 | 2021 (3) | |||||||||||||||||||||||||||||||||
| otherwise noted) | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | |||||||||||||||||||||||||||
| BUSINESS ENVIRONMENT(1) | ||||||||||||||||||||||||||||||||||||
| WTI (US$/bbl) | 82.26 | 73.78 | 76.13 | 82.65 | 91.55 | 108.41 | 94.29 | 77.19 | 70.56 | |||||||||||||||||||||||||||
| WTI (CAD$/bbl) | 110.31 | 99.09 | 102.93 | 112.21 | 119.54 | 138.39 | 119.38 | 97.25 | 88.91 | |||||||||||||||||||||||||||
| WCS (CAD$/bbl) | 93.00 | 78.75 | 69.29 | 77.05 | 93.48 | 122.04 | 100.96 | 78.67 | 71.77 | |||||||||||||||||||||||||||
| AECO (CAD$/GJ) | 2.46 | 2.32 | 3.05 | 4.85 | 3.95 | 6.86 | 4.49 | 4.41 | 3.41 | |||||||||||||||||||||||||||
| FX (USD:CAD)(2) | 1.341 | 1.343 | 1.352 | 1.358 | 1.306 | 1.277 | 1.266 | 1.26 | 1.26 | |||||||||||||||||||||||||||
| Operational – Expansion | ||||||||||||||||||||||||||||||||||||
| Bitumen production (bbls/d) | 11,052 | 13,939 | 16,302 | 15,710 | 14,926 | 17,910 | 18,714 | 19,155 | 2,076 | |||||||||||||||||||||||||||
| Operational – Demo | ||||||||||||||||||||||||||||||||||||
| Bitumen production (bbls/d) | 3,618 | 4,097 | 4,284 | 3,869 | 2,922 | 3,830 | 4,196 | 3,909 | 3,286 | |||||||||||||||||||||||||||
| Operational – Consolidated | ||||||||||||||||||||||||||||||||||||
| Bitumen production (bbls/d) | 14,670 | 18,036 | 20,586 | 19,579 | 17,848 | 21,740 | 22,909 | 23,064 | 5,362 | |||||||||||||||||||||||||||
| OPERATING RESULTS | ||||||||||||||||||||||||||||||||||||
| Oil sales | 160,967 | 173,605 | 179,668 | 180,741 | 209,550 | 315,794 | 292,764 | 215,985 | 37,943 | |||||||||||||||||||||||||||
| Net income (loss) | (138,689 | ) | 24,223 | (16,678 | ) | 87,995 | 111,594 | 45,473 | (102,426 | ) | (10,315 | ) | 564,696 | |||||||||||||||||||||||
| Cash flow provided by operating activities | 41,873 | 23,640 | (4,495 | ) | 17,322 | 49,164 | 67,553 | 30,688 | 41,129 | 27,546 | ||||||||||||||||||||||||||
| Property, plant and equipment expenditures | 9,587 | 1,911 | 2,518 | 12,361 | 14,325 | 7,706 | 5,200 | 2,399 | 1,509 | |||||||||||||||||||||||||||
| FINANCIAL POSITION | ||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 65,976 | 36,882 | 22,403 | 35,363 | 99,822 | 73,375 | 83,774 | 60,869 | 32,019 | |||||||||||||||||||||||||||
| Restricted cash | 43,779 | 47,363 | 39,363 | 35,313 | 27,413 | 22,017 | 13,917 | 8,700 | 560 | |||||||||||||||||||||||||||
| Total assets | 1,198,889 | 1,153,021 | 1,147,984 | 1,174,258 | 1,158,367 | 1,174,634 | 1,182,168 | 1,129,080 | 1,107,261 | |||||||||||||||||||||||||||
| Total debt | 382,842 | 246,805 | 259,555 | 254,408 | 320,607 | 289,604 | 329,689 | 325,569 | 369,647 | |||||||||||||||||||||||||||
| Shareholders’ equity | 699,657 | 846,098 | 821,418 | 837,771 | 748,593 | 647,937 | 602,464 | 704,890 | 671,714 | |||||||||||||||||||||||||||
| (1) | These benchmark prices are not the Company’s realized sales prices and represent approximate values. |
| (2) | Annual or quarterly average exchange rates as per the Bank of Canada. |
| (3) | Results are from operations that began at the Expansion Asset after the acquisition of JACOS on September 17, 2021. |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 31 |
7 COMMITMENTS AND CONTINGENCIES
The Company has unrecognized commitments related to pipeline transportation services, and credit facility commitments associated with its pipeline transportation commitments. Subsequent to September 30, 2023, the Credit Facility has been extinguished and replaced by the EDC Facility. Future minimum amounts payable under these commitments are as follows:
Commitments
| (thousands) | 2023 | 2024 | 2025 | 2026 | 2027 | Beyond 2027 | Total | |||||||||||||||||||||
| Credit facility | 1,597 | - | - | - | - | - | 1,597 | |||||||||||||||||||||
| Transportation | 8,103 | 31,880 | 30,561 | 28,956 | 29,044 | 232,368 | 360,912 | |||||||||||||||||||||
| Total | 9,700 | 31,880 | 30,561 | 28,956 | 29,044 | 232,368 | 362,509 | |||||||||||||||||||||
8 ACCOUNTS RECEIVABLE
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s accounts receivable. The Company is primarily exposed to credit risk from receivables associated with its oil sales. The Company manages its credit risk exposure by transacting with high-quality credit worthy counterparties and monitoring credit worthiness and/or credit ratings on an ongoing basis. Trade receivables from oil sales are generally collected on the 25th day of the month following production. Joint interest receivables are typically collected within one to three months of the invoice being issued. For the period ended September 30, 2023, the Company had oil sales to a single counterparty and has not previously experienced any material credit losses on the collection of accounts receivable.
At September 30, 2023 credit risk from the Company’s outstanding accounts receivable and joint interest receivable balances was considered low due to a history of collections and the receivables that were held by credit worthy counterparties. There were no overdue balances at September 30, 2023.
Accounts Receivable
| Three months ended | Year ended | |||||||
| September 30, | December 31, | |||||||
| ($ thousands) | 2023 | 2022 | ||||||
| Trade receivables | 33,165 | 22,428 | ||||||
| Joint interest receivables | 8,228 | 11,880 | ||||||
| Accounts receivable | 41,393 | 34,308 | ||||||
9 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company’s critical accounting policies and estimates are those estimates having a significant impact on the financial position and operations that require management to make judgements, assumptions and estimates in the application of IFRS. Judgements, assumptions and estimates are based on historical experience and other factors that management believes to be reasonable under current conditions. As events occur and additional information becomes available, these judgements, assumptions and estimates may be subject to change. Detailed disclosure of the significant accounting policies and the significant accounting estimates, assumptions and judgements can be found in the Company’s financial statements for the period ended December 31, 2022.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 32 |
10 OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, change in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
11 FORWARD LOOKING STATEMENTS
This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities laws (forward-looking information being collectively hereinafter referred to as “forward-looking statements”). Such forward-looking statements are based on expectations, estimates and projections as at the date of this MD&A. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as “expects”, “is expected”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such words and phrases (including negative and grammatical variations), or stating that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements and information concerning: the intentions, plans and future actions of the Company; Greenfire’s belief that there are a range of attractive investment opportunities in the oil and gas sector in Canada; that the additional production from the five Refill Wells completed in November will continue to ramp up and meet expectations; the expectation that NCG injection compressor at the Expansion Asset will be fully commissioned by the end of November 2023 and the targeted reservoir pressure will be met; the ability to restore or drill a new disposal well at the Demo Asset to address production disruptions; management’s intent to actively manage the Company’s capital structure in response to changes in economic conditions and its intention to further deleverage the Company’s balance sheet; management’s belief that the Company’s current capital resources and its ability to manage cash flow and working capital levels will allow the Company to meet its current and future obligations, to make scheduled interest and principal payments, and to fund the other needs of the business; and statements relating to the business and future activities of the Company after the date of this MD&A.
Forward-looking statements are based on the beliefs of the Company’s management, as well as on assumptions, which management believes to be reasonable based on information available at the time such statements were made. In addition to other assumptions set out herein, the forward-looking statements contained herein are based on the following assumptions: Greenfire’s ability to compete with other companies; the anticipated future financial or operating performance of the Company; the expected results of operations; assumptions as to future drilling results; assumptions as to costs and commodity prices; the timing and amount of funding required to execute the Company’s business plans; assumptions about future capital expenditures; the effect on the Company of any changes to existing or new legislation or policy or government regulation; the length of time required to obtain permits, certifications and approvals; the availability of labor; estimated budgets; assumptions about future interest and currency exchange rates; requirements for additional capital; the timing and possible outcome of regulatory and permitting matters; goals; strategies; future growth; and the adequacy of financial resources. However, by their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 33 |
Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual results, performance or achievements to differ from those expressed or implied by the forward-looking statements, including, without limitation, a decline in oil prices or widening of differentials between various crude oil prices; lower than expected reservoir performance, including, but not limited to, lower oil production rates; the inability to recognize continued or increased efficiencies from the Company’s production enhancement program and processing plant enhancements, debottlenecking and brownfield expansions; reduced access to or an increase in the cost of diluent; an increase in the cost of natural gas or electricity; the reliability and maintenance of Greenfire’s facilities; supply chain disruption and risks of increases costs relating to inflation; the safety and reliability of pipelines and trucking services that transport Greenfire’s products; the need to replace significant portions of existing wells, referred to as “workovers”, or the need to drill additional wells; the cost to transport bitumen, diluent and bitumen blend, and the cost to dispose of certain by-products; the availability and cost of insurance and the inability to insure against certain types of losses; severe weather or catastrophic events such as fires, lightning, earthquakes, extreme cold weather, storms or explosions; seasonal weather patterns and the corresponding effects of the spring thaw on equipment on Greenfire’s properties; the availability of pipeline capacity and other transportation and storage facilities for the Company’s bitumen blend; the cost of chemicals used in Greenfire’s operations, including, but not limited to, in connection with water and/or oil treatment facilities; the availability of and access to drilling equipment and key personnel; risks of cybersecurity threats including the possibility of potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of the Company’s information technology systems; Canadian heavy and light oil export capacity constraints and the resulting impact on realized pricing;; the impact of global wars and conflicts on global stability, , commodity prices and the world economy, changes in the political landscape and/or legal, tax, royalty and regulatory regimes in Canada, and elsewhere; the cost of compliance with applicable regulatory regimes, including, but not limited to, environmental regulation and Government of Alberta production curtailments, if any; the ability to attract or access capital as a result of changing investor priorities and trends, including as a result of climate change, environmental, social and governance initiatives, the adoption of decarbonization policies and the general stigmatization of the oil and gas industry; hedging risks; variations in foreign exchange and interest rates; risks related to the Company’s indebtedness; failure to accurately estimate abandonment and reclamation costs; the potential for management estimates and assumptions to be inaccurate; and general economic, market and business conditions in Canada, the United States and globally.
The lists of risk factors set out in this MD&A or in the Company’s other public disclosure documents are not exhaustive of the factors that may affect any forward-looking statements of the Company. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out in this MD&A generally and certain economic and business factors, some of which may be beyond the control of the Company. In addition, the global financial and credit markets have experienced significant debt and equity market and commodity price volatility which could have a particularly significant, detrimental and unpredictable effect on forward-looking statements. The Company does not intend, and does not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, the Company’s securityholders should not place undue reliance on forward-looking statements.
For additional information relating to Greenfire’s operational and other risk factors, please refer to the Company’s August 11, 2023 Registration Statement on Form F-1, which along with other relevant documents, is available on a website maintained by the SEC at www.sec.gov.
12 ADDITIONAL INFORMATION
Additional information relating to the Company is available on https://www.greenfireres.com and can also be found on a website maintained by the SEC at www.sec.gov.
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 34 |
| 13 CORPORATE INFORMATION | ||
| Directors | ||
| Julian McIntyre (1) | ||
| Jonathan Klesch | ||
| Derek Aylesworth (2)(3) | ||
| Venkat Siva (3) | ||
| Matthew Perkal (3) | ||
| Robert Logan | Bankers | |
| (1) Chair of the Board of Directors | Bank of Montreal | |
| (2) Chair of the Audit and Reserves Committee | 595-8 Avenue SW | |
| (3) Audit and Reserves Committee | Calgary, Alberta, Canada | |
| T2P 1G1 | ||
| Officers | ||
| Auditor | ||
| Robert Logan MPBE, P.Eng | ||
| President, and Chief Executive Officer | Deloitte LLP | |
| 850 2nd Street SW | ||
| Tony Kraljic, CA | Calgary, Alberta, Canada | |
| Chief Financial Officer | T2P 0R8 | |
| Kevin Millar C.E.T. | Reserve Engineers | |
| SVP Operations & Steam Chief | ||
| McDaniel & Associates Consultants Ltd. | ||
| Albert MA P.Eng | 2200, 255 – 5th Avenue SW | |
| SVP Engineering | Calgary, Alberta, Canada | |
| T2P 3G6 | ||
| Crystal Park P.Eng, MBA | ||
| SVP Corporate Development | ||
| Charles R. Kraus | ||
| Corporate Secretary | ||
| Head Office | ||
| Suite 1900, 205 – 5th Avenue SW, | ||
| Calgary, Alberta, Canada | ||
| T2P 2V7 | ||
| www.greenfireres.com | ||
| NYSE: GFR | ||
| Solicitors | ||
| Burnet, Duckworth, & Palmer LLP | ||
| 2400, 525 – 8th Avenue SW | ||
| Calgary, Alberta, Canada | ||
| T2P 1G1 | ||
| Carter Ledyard & Milburn LLP | ||
| 41st Floor | ||
| 28 Liberty Street | ||
| New York, New York 10005 |
| Greenfire Resources Ltd. | 2023 Q3 Management’s Discussion and Analysis | 35 |
Exhibit 99.3
 |
PRESS RELEASE |
Greenfire
Resources Announces Q3 2023 Results, Operational Update,
Acceleration of Additional Drilling into 2023 at the Expansion Asset and
Two-Year Drilling Commitment to Support Sustained Production Growth
CALGARY, ALBERTA – November 14, 2023 – Greenfire Resources Ltd. (NYSE: GFR) (“Greenfire” or the “Company”), a Calgary-based energy company focused on the sustainable production and development of thermal energy resources from the Athabasca region of Alberta, Canada, is pleased to announce its operating and financial results for the quarter ended September 30, 2023.
“This is a transformative quarter for Greenfire as we completed our business combination with M3-Brigade Acquisition III Corp. and listed on the New York Stock Exchange. Concurrently, we refinanced our Senior Notes and established new credit facilities, enhancing our capital structure and liquidity.” said Robert Logan, President and Chief Executive Officer of Greenfire.
“Operationally, at the Expansion Asset, we are pleased to report the successful completion of our first five well Refill drilling program and the acceleration of the second five well Refill drilling program into 2023,” continued Mr. Logan. “Additionally, we continue to progress our non-condensable gas debottlenecking initiatives to provide the co-injection deliverability required to restore higher reservoir pressure and support increased production at the Expansion Asset.”
“As we celebrate these achievements, we remain steadfast in our dedication to driving value for our shareholders. For Greenfire, the future is very bright, and we are excited about the opportunities that lie ahead as we continue to build a stronger and more resilient operationally focused oilsands company,” concluded Mr. Logan.
All dollar amounts reported in this press release are in Canadian dollars unless otherwise noted.
Key Highlights:
| ● | Greenfire closed its business combination (the “De-Spac Transaction”) with M3-Brigade Acquisition III Corp. and listed on the New York Stock Exchange (“NYSE”) under the symbol “GFR”. Concurrently, the Company issued US$300 million of 12% Senior Secured Notes due 2028 (the “New Notes”) and syndicated a new $50 million Credit Facility (as defined below), which substantially enhances the Company’s capital structure. In November 2023, Greenfire closed a $55 million unsecured letter of credit facility with a Canadian bank supported by a performance security guarantee from Export Development Canada. These initiatives have materially improved Greenfire’s liquidity, with $66.0 million of cash on the Company’s balance sheet as of the end of Q3 2023 and an additional approximately $43 million of restricted cash released in November 2023 following the closing of the $55 million unsecured letter of credit facility. Greenfire remains committed to its strategy to prioritize debt repayment and will reduce debt in the near-term using 75% of excess cash flow (as defined in the New Notes indenture) to semi-annually redeem the New Notes until total indebtedness is less than US$150 million. |
| ● | Greenfire’s operating and financial results for the third quarter of 2023 reflect the safe and successful execution of planned annual facility maintenance at both the Expansion Asset and Demo Asset (collectively, the “Hangingstone Facilities”). Net production in the third quarter of 2023 was impacted by temporarily reduced reservoir pressure and well shut-ins to facilitate the Refill well drilling program at the Expansion Assert as well as unplanned facility downtime resulting from the instability of third-party electrical infrastructure as a result of the recent wildfires in Western Canada: |
| o | Q3 2023 consolidated net bitumen production: 14,670 barrels per day (“bbls/d”) |
| o | Q3 2023 adjusted EBITDA: $46.4 million or $35.17 per barrel (“bbl”)(1) |
| o | Q3 2023 property, plant and equipment expenditures: $9.6 million |
| o | Q3 2023 adjusted funds flow: $26.6 million or $20.14 per barrel(1)(2) |
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by International Financial Reporting Standards (IFRS”) and may not be comparable with the calculation of similar measures presented by other entities. Refer to the discussion under the heading “Non-GAAP and Other Financial Measures” in this press release for further information. |
| (2) | See important disclosures in this press release reconciling adjusted funds flow to Cash provided by operating activities |
| ● | At the Expansion Asset, the Company continues to advance its production growth initiatives, including the drilling of redevelopment infill (“Refill”) wells and ongoing debottlenecking projects to restore higher reservoir pressure. |
| o | Greenfire successfully drilled five extended reach Refill wells at the Expansion Asset, which concluded in the fourth quarter of 2023 and are in the process of increasing bitumen volumes. The Company has approved the acceleration of the next five well Refill drilling program at the Expansion Asset, which commenced drilling in November 2023 and will extend into early 2024. |
| o | The recently installed NCG compressor is expected to be operational by the end of November 2023 at the Expansion Asset. This compressor, along with other ongoing NCG debottlenecking initiatives, are expected to deliver NCG at a more reliable pressure and at higher rates for co-injection to further accelerate the timeline to restore higher reservoir pressure at the Expansion Asset. |
| ● | For November 2023 to date, consolidated net production was approximately 17,000 bbls/d, which includes incremental production from the new extended reach Refill wells as well as an initial increase in reservoir pressure at the Expansion Asset, partly offset by lower production at the Demo Asset owing to the temporary shut-in of the disposal well. |
| ● | Greenfire entered into a two-year take-or-pay drilling commitment with an established Steam Assisted Gravity Drainage (“SAGD”) drilling contractor in Western Canada to provide cost structure and service availability certainty as the Company commences a two-year continuous drilling program. |
| ● | Greenfire’s planned property, plant and equipment expenditures for 2023 are anticipated to remain unchanged at $34 million, as the acceleration of drilling plans at the Expansion Asset are offset by the deferral of certain minor facility spending. |
|
● | Greenfire anticipates releasing its 2024 corporate guidance, including its outlook for production, capital expenditures and operating costs, in early 2024. |
| ● | Greenfire management will host a conference call to discuss Q3 2023 results at 8:00am MT (10:00am ET) on November 15th, 2023. |
2
Financial & Operational Highlights
Three
months ended | Nine
months ended | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net Bitumen Production - Expansion Asset (bbls/d) | 11,052 | 14,926 | 13,745 | 17,169 | ||||||||||||
| Net Bitumen Production - Demo Asset (bbls/d) | 3,618 | 2,922 | 3,997 | 3,645 | ||||||||||||
| Total Net Bitumen Production (bbls/d) | 14,670 | 17,848 | 17,742 | 20,814 | ||||||||||||
| WTI (US$/bbl) | 82.26 | 91.55 | 77.39 | 98.09 | ||||||||||||
| WCS Differential (US$/bbl) | (12.91 | ) | (19.86 | ) | (17.64 | ) | (15.73 | ) | ||||||||
| AECO Natural Gas ($/GJ) | 2.46 | 3.95 | 2.61 | 5.10 | ||||||||||||
| Oil sales | 160,967 | 209,550 | 514,240 | 818,108 | ||||||||||||
| Oil sales ($/bbl) | 89.86 | 97.37 | 74.86 | 104.72 | ||||||||||||
| Operating Expenses | 38,442 | 36,507 | 113,881 | 118,397 | ||||||||||||
| Operating Expenses ($/bbl) | 29.12 | 22.38 | 23.42 | 20.71 | ||||||||||||
| Adjusted EBITDA(1)(2) | 46,434 | 38,651 | 93,882 | 185,505 | ||||||||||||
| Adjusted EBITDA ($/bbl)(1)(2) | 35.17 | 23.68 | 19.31 | 32.44 | ||||||||||||
| Cash provided (used) by operating activities | 41,873 | 49,161 | 61,017 | 147,381 | ||||||||||||
| Property, plant and equipment expenditures | 9,587 | 14,325 | 14,015 | 27,229 | ||||||||||||
| Adjusted funds flow(1)(2) | 26,587 | 15,228 | 48,674 | 119,608 | ||||||||||||
| Adjusted funds flow ($/bbl)(1)(2) | 20.14 | 9.34 | 10.01 | 20.92 | ||||||||||||
| Net Income (loss) and Comprehensive Income (Loss) | (138,689 | ) | 111,594 | (131,014 | ) | 62,708 | ||||||||||
| Per share – basic | (2.72 | ) | 2.28 | (2.64 | ) | 1.28 | ||||||||||
| Per share – diluted | (2.72 | ) | 2.14 | (2.64 | ) | 1.20 | ||||||||||
| Common shares outstanding, end of period | 68,642,515 | 48,911,674 | 68,642,515 | 48,911,647 | ||||||||||||
| Weighted average shares outstanding- diluted | 54,333,894 | 52,189,238 | 52,911,979 | 51,189,238 | ||||||||||||
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the discussion under the heading “Non-GAAP and Other Financial Measures” in this press release for further information. |
| (2) | See important disclosures in this press release reconciling adjusted funds flow to Cash provided by operating activities |
Liquidity and Balance Sheet
| September 30, | December 31, | |||||||
| As at ($ thousands) | 2023 | 2022 | ||||||
| Cash and cash equivalents | 65,976 | 35,363 | ||||||
| Restricted cash(1) | 43,779 | 35,313 | ||||||
| Available credit facilities(2) | 42,416 | 7,000 | ||||||
| Face value of Long-term debt(3) | 405,600 | 295,173 | ||||||
| (1) | Approximately $43 million of restricted cash was released in November 2023. |
| (2) | Represents available credit under Greenfire’s $50 million Senior Credit Facility, inclusive of utilization for certain letters of credit. |
| (3) | As at September 30, 2023, the New Notes were translated in Canadian dollars at the period end exchange rate of US$1.00 = CAD$1.3520 (As at December 31, 2022 – US$1.00 = CAD$1.3544). |
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Net bitumen production in the third quarter of 2023 was 14,670 bbls/d, lower than 17,848 bbls/d in the same period in 2022, largely resulting from unplanned facility downtime due to the instability of third-party electrical infrastructure associated with the recent wildfires in Western Canada, as well as lower production at the Expansion Asset due to temporarily reduced reservoir pressure and well shut-ins to facilitate the Refill well drilling program.
| ● | Greenfire believes that the third-party electrical infrastructure that supports the Hangingstone Facilities has been repaired and expects that the reliability and performance of this infrastructure will be more in line with historical performance. |
| ● | Greenfire safely and successfully executed its planned annual facility maintenance at the Hangingstone Facilities in Q3 2023. |
Adjusted EBITDA (1) was $46.4 million or $35.17/bbl in the third quarter of 2023 and $93.9 million or $19.31/bbl for year-to-date 2023.
Property, plant and equipment expenditures in the third quarter of 2023 were $9.6 million, largely consisting of spending on the Company’s five well Refill drilling program at the Expansion Asset, as well as various facility debottlenecking projects at the Hangingstone Facilities. For year-to-date 2023, property, plant and equipment expenditures were $14.0 million.
Cash provided by operating activities and adjusted funds flow (1)(2) was $41.9 million and $26.6 million, respectively, in the third quarter of 2023 and $61.0 million and $48.7 million, respectively, for year-to-date 2023. (1)(2)
Net loss of $138.7 million in Q3 2023, which included the impact of one-time listing costs of $110.7 million associated with the De-Spac Transaction and public listing on the NYSE as well as debt refinancing costs of $61.3 million. For year-to-date 2023, net loss was $131.0 million.
Greenfire’s Commitment to Prioritize Debt Repayment and Closing of a New Unsecured Credit Facility
In the third quarter of 2023, the Company issued US$300 million of New Notes and used a portion of the proceeds to retire the US$218 million principal amount outstanding of Greenfire Resources Inc’s 12% Senior Secured Notes due 2025. In the same period, Greenfire also entered into a credit agreement with Bank of Montreal, as agent, and a syndicate of certain other financial institutions as lenders to provide for senior secured extendable revolving credit facilities (“Credit Facility”) in an aggregate principal amount of $50 million.
In November 2023, the Company closed a $55 million unsecured letter of credit facility with a Canadian bank supported by a performance security guarantee from Export Development Canada. This new facility has replaced the Company’s legacy letter of credit facility and supported the release of approximately $43 million of the Company’s restricted cash.
Greenfire remains committed to its strategy to prioritize debt repayment and will reduce debt in the near-term using 75% of excess cash flow (as defined in the New Notes indenture) to semi-annually redeem the New Notes until total indebtedness is less than US$150 million, at which point 25% of excess cash flow will be used to redeem the New Notes until less than US$100 million of the New Notes remain outstanding.
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the discussion under the heading “Non-GAAP and Other Financial Measures” in this press release for further information. |
| (2) | See important disclosures in this press release reconciling adjusted funds flow to Cash provided by operating activities |
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Operational Update: Greenfire Continues to Advance its Production Growth Initiatives at the Expansion Asset
At the Expansion Asset, Greenfire successfully drilled five extended reach Refill wells, which were completed in under three months. Four wells have started producing, and management expects production rates to improve over the next three months, with the remaining well anticipated to commence production in November 2023.
| ● | These five extended reach Refill wells have average horizontal lengths of approximately one mile (approximately 1,600 meters) each and were drilled between two existing primary producers at Pad 5 and extended across two existing primary producers at Pad 4. |
| ● | Greenfire’s decision to drill extended reach Refill wells at the Expansion Asset has reduced the required Refill well count, estimated capital spending and timeline to produce from the Company’s existing inventory of pre-heated bitumen locations by approximately 50% compared to drilling Refill wells at the horizontal length of existing primary producer wells. |
In addition, Greenfire has approved the acceleration of another five well Refill drilling program at the Expansion Asset, which commenced drilling in November 2023 and will extend into early 2024.
Limitations on NCG deliverability for co-injection at the Expansion Asset has resulted in a reduction of reservoir pressure, which has impacted production rates. Greenfire expects to restore higher reservoir pressure at the Expansion Asset using proven NCG co-injection techniques similar to those successfully executed by the Company at the adjacent Demo Asset and by other industry operators at various SAGD assets. Greenfire recently completed several smaller NCG debottlenecking initiatives, which have increased the rate of NCG co-injection at the Expansion Asset and resulted in an initial increase in reservoir pressure. The Company recently installed an NCG compressor at the Expansion Asset, which is scheduled to be operational by the end of November 2023 and is expected to deliver NCG at a more reliable pressure and at higher rates for co-injection. With heightened rates of NCG co-injection sustained, the Company estimates that higher reservoir pressure will be restored at the Expansion Asset around mid-2024.
At the Demo Asset, the disposal well has been temporarily shut-in since the beginning of October 2023 as it is undergoing repairs to restore injectivity. Bitumen production at the Demo Asset will be impacted by approximately 1,000 bbls/d until the disposal well can be restored or an additional disposal well is drilled.
For November 2023 to date, consolidated net production was approximately 17,000 bbls/d, which includes incremental production from the new extended reach Refill wells as well as an initial increase in reservoir pressure at the Expansion Asset, partly offset by lower production at the Demo Asset owing to the temporary shut-in of the disposal well.
Greenfire’s planned property, plant and equipment expenditures for 2023 are anticipated to remain unchanged at $34 million, as the acceleration of drilling plans at the Expansion Asset are offset by the deferral of certain minor facility spending.
Greenfire Has Entered into a Two-Year Drilling Commitment to Support the Sustained Production Growth of its Tier-1 SAGD Assets and Plans to Issue its Corporate Outlook in 2024
To provide cost and service availability certainty for the Company’s planned multi-year drilling program, Greenfire has entered into a two-year take-or-pay drilling commitment with an established SAGD drilling contractor in Western Canada. Plans for future drilling are expected to remain focused on exploiting the Company’s existing inventory of pre-heated bitumen locations at the Hangingstone Facilities with Refill wells, which, combined with surface facility optimizations, is anticipated to result in a material increase in production and profitability at the Hangingstone Facilities. The SAGD industry has a long-term track record of consistently and effectively producing incremental pre-heated bitumen volumes from infill and Refill wells.
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Greenfire has well-delineated reservoirs in approved developments at the Expansion Asset to support high facility utilization rates for over multiple decades. The Company believes that both the Expansion and Demo Assets have Tier-1 SAGD reservoirs, meaning they have no top gas, bottom water, or lean zones (“thief zones”). Other SAGD reservoirs may have thief zones, which limit reservoir pressure and require the constant use and routine replacement of downhole pumps for production. Tier-1 reservoirs allow production to flow to the surface with natural lift, which reduces the Company’s capital and operating expenditure requirements compared to other SAGD producers, which the Company believes represents a structural cost advantage for Greenfire.
Greenfire anticipates releasing its 2024 corporate guidance, including its outlook for production, capital expenditures and operating costs, in early 2024.
Greenfire’s Growth-oriented Strategy and Positioning for Future Shareholder Returns
Greenfire currently operates two producing SAGD bitumen production facilities with major infrastructure in place, including expandable pipeline infrastructure for diluted bitumen and diluent at the Expansion Asset. The Company’s structural cost advantages from its Tier-1 SAGD reservoir, combined with its relatively lower forecasted capital expenditure profile due to its projected multi-year inventory of Refill well targets at the Hangingstone Facilities, is anticipated to result in near-term production growth and potential meaningful free cash flow generation.
As the Company’s production is 100% weighted to benchmarks that are linked to Western Canadian Select (“WCS”), Greenfire has material exposure to a potential improvement in WCS differentials and Canadian heavy oil pricing. The Company’s newly advanced capital structure with augmented liquidity was planned, among many other purposes, to navigate possible WCS differential volatility as new pipeline infrastructure in Western Canada progresses toward completion around the first half of 2024.
In addition to Greenfire’s existing commitment to repay debt, the Company intends to formalize and initiate a policy to return capital to its shareholders over time. Greenfire also plans to evaluate additional potential opportunities for further production growth longer-term, including external acquisitions, and will consider opportunities that compete with the expected returns from its existing Tier-1 assets if they are accretive to its shareholders.
Conference Call and Details
A conference call will be held to discuss Greenfire’s third quarter 2023 operating and financial results at 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time) on November 15, 2023. To participate, please dial the North American toll-free number 1-800-319-4610, or the international call number 1-604-638-5340.
About Greenfire
Greenfire is an intermediate, lower-cost and growth-oriented Athabasca oil sands producer with concentrated Tier-1 assets that use steam assisted gravity drainage extraction methods. The Company is focused on responsible and sustainable energy development in Canada, with its registered office located in Calgary, Alberta. Greenfire is an operationally focused company with an emphasis on an entrepreneurial environment and employee ownership.
Greenfire common shares are listed on the New York Stock Exchange under the symbol “GFR”.
For more information, visit greenfireres.com or find Greenfire on LinkedIn.
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Non-GAAP and Other Financial Measures
We refer to certain financial measures (such as adjusted EBITDA, adjusted EBITDA per barrel ($/bbl), adjusted funds flow, adjusted funds flow per barrel ($/bbl) and net debt) which do not have any standardized meaning prescribed by IFRS. While these measures are commonly used in the oil and natural gas industry, our determination of these measures may not be comparable with calculations of similar measures presented by other companies. Greenfire believes that these financial measures provide useful information to evaluate the financial results of Greenfire.
Adjusted EBITDA
Net income (loss) and comprehensive income (loss) is the most directly comparable GAAP measure for adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is calculated as net income (loss) before interest and financing expenses, income taxes, depletion, depreciation and amortization, and is adjusted for certain non-cash items, or other items that are not considered part of normal business operations. Adjusted EBITDA is used to measure Greenfire’s profitability from its underlying asset base on a continuing basis. This measure is not intended to represent net income (loss) and comprehensive income (loss) in accordance with IFRS.
The following tables show a reconciliation of net income (loss) and comprehensive income (loss) to adjusted EBITDA for the periods indicated:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net income (loss) and comprehensive income (loss) | (138,689 | ) | 111,594 | (131,014 | ) | 62,708 | ||||||||||
| Add (deduct): | ||||||||||||||||
| Income tax recovery | (5,976 | ) | - | (6,494 | ) | - | ||||||||||
| Unrealized (gain) loss risk management contracts | 7,605 | (119,360 | ) | (8,552 | ) | (4,949 | ) | |||||||||
| Stock based compensation | 9,157 | - | 9,808 | - | ||||||||||||
| Financing and interest | 73,130 | 10,081 | 93,844 | 47,275 | ||||||||||||
| Depletion and depreciation | 13,746 | 14,651 | 51,781 | 50,325 | ||||||||||||
| Transaction costs | 4,083 | - | 8,324 | - | ||||||||||||
| Listing expense | 110,704 | - | 110,704 | - | ||||||||||||
| Gain on revaluation of warrants | (32,277 | ) | - | (32,277 | ) | - | ||||||||||
| Foreign exchange loss (gain) | 5,877 | 21,909 | (650 | ) | 28,985 | |||||||||||
| Other (income) and expenses | (926 | ) | (224 | ) | (1,592 | ) | 1,161 | |||||||||
| Adjusted EBITDA(1) | 46,434 | 38,651 | 93,882 | 185,505 | ||||||||||||
| Net income (loss) and comprehensive income (loss) ($/bbl) | (105.07 | ) | 68.42 | (26.94 | ) | 10.97 | ||||||||||
| Add (deduct): | ||||||||||||||||
| Income tax recovery (expense) ($/bbl) | (4.53 | ) | - | (1.34 | ) | - | ||||||||||
| Unrealized (gain) loss risk management contracts ($/bbl) | 5.76 | (73.19 | ) | (1.76 | ) | (0.87 | ) | |||||||||
| Stock based compensation ($/bbl) | 6.94 | - | 2.02 | - | ||||||||||||
| Financing and interest ($/bbl) | 55.40 | 6.18 | 19.30 | 8.27 | ||||||||||||
| Depletion and depreciation ($/bbl) | 10.41 | 8.98 | 10.65 | 8.80 | ||||||||||||
| Transaction costs ($/bbl) | 3.09 | - | 1.71 | - | ||||||||||||
| Listing expense ($/bbl) | 83.87 | - | 22.77 | - | ||||||||||||
| Gain on revaluation of warrants ($/bbl) | (24.45 | ) | - | (6.64 | ) | - | ||||||||||
| Foreign exchange loss (gain) ($/bbl) | 4.45 | 13.43 | (0.13 | ) | 5.07 | |||||||||||
| Other (income) and expenses ($/bbl) | (0.70 | ) | (0.14 | ) | (0.33 | ) | 0.20 | |||||||||
| Adjusted EBITDA(1) ($/bbl) | 35.17 | 23.68 | 19.31 | 35.17 | ||||||||||||
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. |
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Adjusted Funds Flow
Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow, which is a non-GAAP measure. Greenfire uses adjusted funds flow as an indicator of the efficiency and liquidity of Greenfire’s business, measuring its funds after capital investment that is available to manage debt levels and return capital to stakeholders. This measure is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. We compute adjusted funds flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less property, plant and equipment expenditures.
The following tables show a reconciliation of cash provided by operating activities to adjusted funds flow:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Cash provided by (used in) operating activities | 41,873 | 49,161 | 61,017 | 147,381 | ||||||||||||
| Transaction Costs | 4,083 | - | 8,324 | - | ||||||||||||
| Changes in non-cash working capital | (9,783 | ) | (19,608 | ) | (6,653 | ) | (544 | ) | ||||||||
| Property, plant and equipment expenditures | (9,587 | ) | (14,325 | ) | (14,015 | ) | (27,229 | ) | ||||||||
| Adjusted funds flow(1) | 26,587 | 15,228 | 48,674 | 119,608 | ||||||||||||
| Cash provided by (used in) operating activities ($/bbl) | 31.72 | 30.14 | 12.55 | 25.78 | ||||||||||||
| Transaction Costs ($/bbl) | 3.09 | - | 1.71 | - | ||||||||||||
| Changes in non-cash working capital ($/bbl) | (7.41 | ) | (12.02 | ) | (1.37 | ) | (0.10 | ) | ||||||||
| Property, plant and equipment expenditures ($/bbl) | (7.26 | ) | (8.78 | ) | (2.88 | ) | (4.76 | ) | ||||||||
| Adjusted funds flow(1) ($/bbl) | 20.14 | 9.34 | 10.01 | 20.92 | ||||||||||||
| (1) | Non-GAAP measures do not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. |
Forward-Looking Statements
This press release may contain certain forward-looking statements within the meaning of the United States federal securities laws and applicable Canadian securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. In addition to other forward-looking statements herein, there are forward-looking statements in this press release relating to the following matters: the expectation of reducing debt in the near future; the expectation that the Company has materially augmented its liquidity the Company’s intent to accelerate drilling of an additional five well Refill drilling program for at the Expansion Asset and the timing thereof; the expectation that NCG debottlenecking initiatives are expected to deliver NCG at a more reliable pressure and at higher rates for co-injection to further accelerate the timeline to restore higher reservoir pressure at the Expansion Asset; the expectation that the recently installed NCG compressor is expected to be operational by the end of November 2023 at the Expansion Asset; the intent to have a two year continuous drilling program; the expectation that Greenfire’s planned capital expenditures for 2023 will remain unchanged at $34 million; the intent to repay amounts owing under the New Notes with excess cash flow; the expectation that production rates will increase over the next three months from the four recent drilled Refill well that are currently producing and the timing for the remaining well to begin producing; the expectation that Greenfire’s decision to drill extended reach Refill wells has reduced the required Refill well count, estimated capital spending and timeline to produce from the Company’s existing inventory of pre-heated bitumen locations by approximately 50% compared to drilling Refill wells at the horizontal length of existing primary producer wells; Greenfire’s expectation to restore higher reservoir pressure at the Expansion Asset using proven NCG co-injection techniques and the timing thereof; the expected impact on the shut down of a disposal well at the Demo Asset; the expected focus of future drilling plans and the expectation that when combined with surface facility optimizations, such drilling plans will result in a material increase in production and profitability at the Hangingstone Facilities; the expected future performance of power infrastructure; the expected advantages of Greenfire’s Tier-1 reservoirs; the expectation that Company’s structural cost advantages from its Tier-1 SAGD reservoir, combined with its relatively lower forecasted capital expenditure profile owing to its projected multi-year inventory of Refill well targets at the Hangingstone Facilities, will result in near-term production growth and potential meaningful free cash flow generation; the expectation that the Company has exposure to improvements in WCS differentials and Canadian heavy oil pricing; the expectation that the Company’s capital structure will help navigate possible WCS differential volatility as new pipeline infrastructure in Western Canada progresses toward probable completion in 2024; the Company’s future plans for shareholder returns; and Greenfire’s plans to continue to evaluate additional potential opportunities for further production growth, including external acquisitions.
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Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: risks relating to reduced or volatile commodity prices; risks associated with the oil and gas industry in general (e.g., including operational risks in development, exploration and production; the impacts of inflation and supply chain issues and steps taken by central banks to curb inflation; pandemic, war, terrorist events, political upheavals and other similar events; events impacting the supply and demand for oil and gas including actions taken by the OPEC + group; delays or changes in plans with respect to exploration or development projects or capital expenditures); the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses; health, safety and environmental risks; exchange rate fluctuations; changes in legislation affecting the oil and gas industry; uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures limited liquidity and trading of the Company’s securities; geopolitical risk and changes in applicable laws or regulations; the possibility that Greenfire may be adversely affected by other economic, business, and/or competitive factors; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Company’s resources. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form F-4 filed with the United States Securities and Exchange Commission (the “SEC”) dated April 21, 2023, as amended on June 16, 2023, July 18, 2023, August 7, 2023 and August 11, 2023, including a proxy statement/prospectus, which was declared effective by the SEC on August 14, 2023 and other documents filed by Greenfire from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by applicable laws, Greenfire assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Greenfire does not give any assurance that it will achieve its expectations
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Financial Information
The financial information and data contained in this press release is unaudited and does not conform to Regulation S-X promulgated under the United States Securities Act of 1933. While Greenfire’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), the financial information and data contained in this press release have not been prepared in accordance with IFRS. Greenfire believes the measures that are not defined under IFRS provide useful information to management and investors regarding certain financial and business trends relating to Greenfire’s financial condition and results of operations. Greenfire believes that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating projected operating results and trends relating to Greenfire’s financial condition and results of operations. These non-IFRS measures may not be indicative of Greenfire’s historical operating results, nor are such measures meant to be predictive of future results. These measures may not be comparable to measures under the same or similar names used by other similar companies. Management does not consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS.
Oil and Gas Terms
This press release uses the term Tier-1 SAGD reservoir to describe the bitumen reservoirs that Greenfire has an interest in. The term Tier-1 SAGD reservoir refers to SAGD reservoirs that have no top gas, bottom water, or lean zones, commonly referred to as “thief zones”. Thief zones provide an unwanted outlet for steam and reservoir pressure. Thief zones require costly downhole pumps and recurring pump replacements to achieve targeted production rates, leading to higher capital and operating expenditures. Tier-1 wells flow to surface with natural lift; not requiring downhole pumps or gas lift.
Contact Information
Greenfire Resources Ltd.
205 5th Avenue SW
Suite 1900
Calgary, AB T2P 2V7
investors@greenfireres.com
greenfireres.com
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