6-K
Kolibri Global Energy Inc. (KGEI)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
Reportof Foreign Private Issuer
Pursuantto Rule 13****a-16or 15d-16
UNDERthe Securities Exchange Act of 1934
For the month of November 2023
Commission File No.: 001-41824
KolibriGlobal Energy Inc.
(Translation of registrant’s name into English)
925Broadbeck Drive, Suite 220
ThousandOaks, CA 91320
(Address of principal executive office)
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 ☒
EXHIBITINDEX
SIGNATURE
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.
| Kolibri Global Energy Inc. | ||
|---|---|---|
| Date:<br> November 13, 2023 | By: | /s/ Gary Johnson |
| Name: | Gary<br> Johnson | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1

CONDENSEDCONSOLIDATED INTERIM
FINANCIALSTATEMENTS
SEPTEMBER30, 2023
Noticeof No Auditor Review of Condensed Consolidated Interim Financial Statements
In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
| 1 |
| --- |
KOLIBRIGLOBAL ENERGY INC.
CONDENSEDCONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited,Expressed in Thousands of United States Dollars)
| September<br> 30, | December<br> 31, | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Current<br> assets | **** | |||||
| Cash<br> and cash equivalents | $ | 501 | $ | 1,037 | ||
| Trade<br> and other receivables | 5,405 | 5,773 | ||||
| Deposits<br> and prepaid expenses | 1,094 | 670 | ||||
| 7,000 | 7,480 | |||||
| Non-current<br> assets | **** | |||||
| Property,<br> plant and equipment (Note 4) | 203,217 | 176,554 | ||||
| Right<br> of use assets | 1,528 | 48 | ||||
| 204,745 | 176,602 | |||||
| Total<br> assets | **** | |||||
| $ | 211,745 | $ | 184,082 | |||
| Current<br> liabilities | **** | |||||
| Trade<br> and other payables | $ | 16,995 | $ | 12,596 | ||
| Lease<br> payable | 1,116 | 32 | ||||
| Fair<br> value of commodity contracts (Note 2) | 1,982 | 1,421 | ||||
| 20,093 | 14,049 | |||||
| Non-current<br> liabilities | **** | |||||
| Loans<br> and borrowings (Note 7) | 23,809 | 17,799 | ||||
| Asset<br> retirement obligations | 1,873 | 1,425 | ||||
| Fair<br> value of commodity contracts (Note 2) | 294 | 594 | ||||
| Lease<br> payable | 364 | 17 | ||||
| 26,340 | 19,835 | |||||
| Equity | **** | |||||
| Share<br> capital | 296,232 | 296,221 | ||||
| Contributed<br> surplus | 23,874 | 23,254 | ||||
| Deficit | (154,794 | ) | (169,277 | ) | ||
| Total<br> equity | 165,312 | 150,198 | ||||
| Total<br> equity and liabilities | $ | 211,745 | $ | 184,082 |
| 2 |
| --- |
KOLIBRIGLOBAL ENERGY INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited,expressed in Thousands of United States dollars, except per share amounts)
| Three months ended<br> <br>September 30 | Nine months ended<br> <br>September 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenue | **** | **** | **** | **** | ||||
| Oil<br> and natural gas revenue, net of royalties (Note 9) | $ | 12,746 | $ | 9,851 | $ | 37,153 | $ | 27,826 |
| Other<br> income | **** | 1 | 16 | **** | 2 | 45 | ||
| **** | 12,747 | 9,867 | **** | 37,155 | 27,871 | |||
| Expenses | **** | **** | **** | **** | ||||
| Production<br> and operating expenses | **** | 1,628 | 1,216 | **** | 4,328 | 3,487 | ||
| Depletion<br> and depreciation (Note 4) | **** | 3,790 | 1,860 | **** | 11,503 | 5,086 | ||
| General<br> and administrative expenses | **** | 1,170 | 905 | **** | 3,121 | 2,435 | ||
| Share<br> based compensation (Note 8) | **** | 157 | 75 | **** | 531 | 232 | ||
| **** | 6,745 | 4,056 | **** | 19,483 | 11,240 | |||
| Finance<br> income | **** | **** | **** | **** | ||||
| Unrealized<br> gain on financial commodity contracts (Note 2) | **** | - | 4,648 | **** | - | 1,608 | ||
| Interest<br> income | **** | - | - | **** | - | 3 | ||
| **** | - | 4,648 | **** | - | 1,611 | |||
| Finance<br> expense | **** | **** | **** | **** | ||||
| Realized<br> loss on financial commodity contracts (Note 2) | **** | 412 | 856 | **** | 1,126 | 3,646 | ||
| Unrealized<br> loss on financial commodity contracts (Note 2) | **** | 2,579 | - | **** | 412 | - | ||
| Interest<br> on loans and borrowings | **** | 651 | 281 | **** | 1,511 | 718 | ||
| Accretion | **** | 40 | 8 | **** | 129 | 20 | ||
| Foreign<br> exchange loss | **** | 1 | 15 | **** | 11 | 8 | ||
| **** | 3,683 | 1,160 | **** | 3,189 | 4,392 | |||
| Net<br> income and comprehensive income | $ | 2,319 | $ | 9,299 | $ | 14,483 | $ | 13,850 |
| Basic<br> net income per share (Note 6) | $ | 0.07 | 0.26 | **** | 0.41 | 0.39 | ||
| Diluted<br> net income per share (Note 6) | **** | 0.06 | 0.26 | **** | 0.40 | 0.39 |
Seeaccompanying notes to the condensed consolidated interim financial statements.
| 3 |
| --- |
KOLIBRIGLOBAL ENERGY INC.
CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited,Expressed in Thousands of United States Dollars, except number of common shares)
| Number<br> of<br> common<br> shares | Share<br> <br> capital | Contributed<br><br> Surplus | Deficit | Total<br> <br> Equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance<br> at January 1, 2022 | 35,258,778 | $ | 296,060 | $ | 22,948 | $ | (185,920 | ) | $ | 133,088 | ||
| Share<br> based compensation (Note 8) | - | - | 258 | - | 258 | |||||||
| Rights<br> offering | 357,143 | 161 | 161 | |||||||||
| Net<br> income for the period | - | - | - | 13,850 | 13,850 | |||||||
| Balance<br> at September 30, 2022 | 35,615,921 | $ | 296,221 | $ | 23,206 | $ | (172,070 | ) | $ | 147,357 | ||
| Balance<br> at January 1, 2023 | 35,615,921 | $ | 296,221 | $ | 23,254 | $ | (169,277 | ) | $ | 150,198 | ||
| Share<br> based compensation (Note 8) | - | - | 625 | - | 625 | |||||||
| Stock<br> options exercised (Note 8) | 9,666 | 11 | (5 | ) | 6 | |||||||
| Net<br> income for the period | - | - | - | 14,483 | 14,483 | |||||||
| Balance<br> at September 30, 2023 | 35,625,587 | $ | 296,232 | $ | 23,874 | $ | (154,794 | ) | $ | 165,312 |
Seeaccompanying notes to the condensed consolidated interim financial statements.
| 4 |
| --- |
KOLIBRIGLOBAL ENERGY INC.
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
NINEMONTHS ENDED SEPTEMBER 30
(Unaudited,Expressed in Thousands of United States Dollars)
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Cash<br> flows from operating activities | **** | **** | ||||
| Net<br> income | $ | 14,483 | $ | 13,850 | ||
| Adjustments<br> for: | **** | **** | ||||
| Depletion<br> and depreciation (Note 4) | **** | 11,503 | 5,086 | |||
| Accretion | **** | 129 | 20 | |||
| Unrealized<br> loss (gain) on financial commodity contracts | **** | 412 | (1,608 | ) | ||
| Share<br> based compensation (Note 8) | **** | 531 | 232 | |||
| Unrealized<br> foreign exchange loss | **** | 1 | 14 | |||
| Amortization<br> of loan acquisition costs | **** | 113 | 74 | |||
| Other<br> non-cash income | **** | - | (16 | ) | ||
| Change<br> in non-cash working capital (Note 3) | **** | 1,501 | (1,708 | ) | ||
| Net<br> cash from operating activities | **** | 28,673 | 15,944 | |||
| Cash<br> flows from investing activities | **** | **** | ||||
| Additions<br> to property, plant and equipment (Note 4) | **** | (37,177 | ) | (19,913 | ) | |
| Proceeds<br> from sale of assets, net | **** | - | 124 | |||
| Change<br> in non-cash working capital (Note 3) | **** | 2,690 | 2,381 | |||
| Net<br> cash used in investing activities | **** | (34,487 | ) | (17,408 | ) | |
| Cash<br> flows from financing activities | **** | **** | ||||
| Proceeds<br> from loans and borrowings | **** | 8,897 | - | |||
| Repayment<br> of long term debt | **** | (3,000 | ) | (1,085 | ) | |
| Proceeds<br> from stock option exercises | **** | 6 | - | |||
| Lease<br> payments | **** | (625 | ) | (49 | ) | |
| Proceeds<br> from equity offering, net | **** | - | 161 | |||
| Net<br> cash from financing activities | **** | 5,278 | (973 | ) | ||
| Foreign<br> exchange effect on cash and cash equivalents | **** | - | (1 | ) | ||
| Change<br> in cash and cash equivalents | **** | (536 | ) | (2,438 | ) | |
| Cash<br> and cash equivalents, beginning of period | **** | 1,037 | 7,316 | |||
| Cash<br> and cash equivalents, end of period | $ | 501 | $ | 4,878 |
Seeaccompanying notes to the condensed consolidated interim financial statements.
| 5 |
| --- |
Notesto the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
| 1. | NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
|---|
Kolibri Global Energy Inc. (the “Company” or “KEI”), was incorporated under the Business Corporations Act (British Columbia) on May 6, 2008. KEI is a North American energy company focused on finding and exploiting energy projects in oil and gas. The Company owns and operates energy properties in the United States. The Company continues to utilize its technical and operational expertise to identify and acquire additional projects in oil, gas and clean and sustainable energy. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the NASDAQ under the stock symbol KGEI.
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting” following the same accounting policies, except as described in Note 3, and methods of computation as the annual consolidated financial statements of the Company for the year ended December 31, 2022. The disclosures provided below are incremental to those included with the annual consolidated financial statements and certain disclosures, which are normally required to be included in the notes to the annual consolidated financial statements, have been condensed or omitted. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s annual filings for the year ended December 31, 2022.
The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on November 13, 2023.
| 2. | FINANCIAL RISK MANAGEMENT |
|---|
Credit Risk
The Company’s accounts receivable are with customers and joint interest partners in the petroleum and natural gas business and are subject to normal credit risks. Concentration of credit risk is mitigated by marketing to numerous purchasers under normal industry sale and payment terms. The Company routinely assesses the financial strength of its customers. The Company is exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with highly rated financial institutions.
Commodity price risk
The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.
| 6 |
| --- |
Notes to the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
At September 30, 2023 the following financial commodity contracts were outstanding and recorded at estimated fair value:
| Total<br> Volume Hedged | Price | |||
|---|---|---|---|---|
| Commodity | Period | (BBLS) | (/BBL) | |
| Oil<br> – WTI Swap | July<br> 1, 2023 to December 29, 2023 | 9,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2023 to December 29, 2023 | 12,000 | ||
| Oil<br> – WTI Swap | July<br> 1, 2023 to December 31, 2023 | 27,000 | ||
| Oil<br> – WTI Put | July<br> 1, 2023 to March 31, 2024 | 42,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2023 to September 30, 2024 | 75,000 | ||
| Oil<br> – WTI Swap | January<br> 1, 2024 to May 31, 2024 | 40,000 | ||
| Oil<br> – WTI Costless Collars | January<br> 1, 2024 to June 30, 2024 | 6,000 | ||
| Oil<br> – WTI Costless Collars | January<br> 1, 2024 to June 30, 2024 | 24,000 | ||
| Oil<br> – WTI Put | April<br> 1, 2024 to June 30, 2024 | 1,650 | ||
| Oil<br> – WTI Costless Collars | June<br> 1, 2024 to June 30, 2024 | 8,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2024 to September 30, 2024 | 21,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2024 to September 30, 2024 | 18,000 | ||
| Oil<br> – WTI Costless Collars | October<br> 1, 2024 to December 31, 2024 | 39,000 | ||
| Oil<br> – WTI Costless Collars | January<br> 1, 2025 to March 31, 2025 | 36,000 | ||
| Oil<br> – WTI Costless Collars | April<br> 1, 2025 to June 30, 2025 | 20,400 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2025 to September 30, 2025 | 21,000 | ||
| Oil<br> – WTI Costless Collars | April<br> 1, 2025 to June 30, 2025 | 750 |
All values are in US Dollars.
The estimated fair value results in a $2.3 million liability as of September 30, 2023 (December 31, 2022: $2.0 million liability) for the financial oil and gas contracts which has been determined based on the prospective amounts that the Company would receive or pay to terminate the contracts, consisting of a current liability of $2.0 million and a long term liability of $0.3 million (December 31, 2022: current liability of $1.4 million and a long term liability of $0.6 million).
In October 2023, the Company entered into the following additional financial commodity contracts:
| Total<br> Volume Hedged | Price | |||
|---|---|---|---|---|
| Commodity<br> Contract | Period | (BBLS) | (/BBL) | |
| Oil<br> – WTI Costless Collars | April<br> 1, 2024 to June 30, 2024 | 1,950 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2024 to September 30, 2024 | 3,600 | ||
| Oil<br> – WTI Costless Collars | April<br> 1, 2025 to June 30, 2025 | 1,350 |
All values are in US Dollars.
| 7 |
| --- |
Notes to the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
The realized and unrealized gains/losses from the financial commodity contracts are as follows:
| Three<br> months ended <br>September 30, | Nine<br> months ended <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Realized<br> loss on financial commodity contracts | $ | (412 | ) | $ | (856 | ) | $ | (1,126 | ) | $ | (3,646 | ) |
| Unrealized<br> gain (loss) on financial commodity contracts | $ | (2,579 | ) | $ | 4,648 | $ | (412 | ) | $ | 1,608 |
The Company classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the instrument:
Level 1 fair value measurements are based on unadjusted quoted market prices.
Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.
Level 3 fair value measurements are based on unobservable information.
The Company’s cash and cash equivalents are classified as Level 1 and the commodity derivative contracts are classified as Level 2.
| 3. | SUPPLEMENTAL CASH FLOW INFORMATION |
|---|
Changes in non-cash flow working capital is comprised of:
| Nine<br> months ended <br><br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Trade<br> and other receivables | $ | 368 | (2,234 | ) | ||
| Deposits<br> and prepaid expenses | (424 | ) | (820 | ) | ||
| Trade<br> and other payables | 4,248 | 3,738 | ||||
| Foreign<br> currency | (1 | ) | (11 | ) | ||
| $ | 4,191 | 673 | ||||
| Related<br> to operating activities | $ | 1,501 | (1,708 | ) | ||
| Related<br> to investing activities | $ | 2,690 | 2,381 |
| 8 |
| --- |
Notes to the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
| 4. | PROPERTY, PLANT AND EQUIPMENT |
|---|
| Oil<br> and <br><br> Natural Gas<br><br> Interests | Processing<br> <br><br> and Other<br><br> Equipment | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cost<br> or deemed cost | |||||||||
| Balance<br> at January 1, 2022 | $ | 197,116 | $ | 1,379 | $ | 198,495 | |||
| Additions | 37,112 | 5 | 37,117 | ||||||
| Disposals | (102 | ) | (6 | ) | (108 | ) | |||
| Balance<br> at December 31, 2022 | $ | 234,126 | $ | 1,378 | $ | 235,504 | |||
| Additions<br> (a) | 37,610 | 52 | 37,662 | ||||||
| Balance<br> at September 30, 2023 | $ | 271,736 | $ | 1,430 | $ | 273,166 | |||
| Accumulated<br> depletion and depreciation | |||||||||
| Balance<br> at January 1, 2022 | $ | 50,095 | $ | 1,324 | $ | 51,419 | |||
| Depletion<br> and depreciation for the period | 7,515 | 16 | 7,531 | ||||||
| Balance<br> at December 31, 2022 | $ | 57,610 | $ | 1,340 | $ | 58,950 | |||
| Depletion<br> and depreciation for the period | 5,031 | 12 | 5,043 | ||||||
| Balance<br> at September 30, 2023 | $ | 68,589 | $ | 1,360 | $ | 69,949 | |||
| Net<br> carrying amounts | |||||||||
| At<br> December 31, 2022 | $ | 176,516 | $ | 38 | $ | 176,554 | |||
| At<br> September 30, 2023 | $ | 203,147 | $ | 70 | $ | 203,217 | |||
| (a) | Includes<br> non-cash additions of $26 from capitalized stock-based compensation and $199 from assets<br> related to ARO liabilities. | ||||||||
| --- | --- |
| 5. | LEASES AND RIGHT OF USE ASSETS |
|---|
| Right<br> of Use Assets | |||
|---|---|---|---|
| Balance<br> at January 1, 2022 | $ | 38 | |
| Additions | 61 | ||
| Depreciation | (51 | ) | |
| Balance<br> at December 31, 2022 | 48 | ||
| Additions | 1,984 | ||
| Depreciation | (504 | ) | |
| Balance<br> at September 30, 2023 | $ | 1,528 |
The amount of interest accretion recorded in the statement of operations totaled $19 and $1 for the third quarter of 2023 and 2022, respectively, and $74 and $2 for the nine months ended September 30, 2023 and 2022, respectively.
| 9 |
| --- |
Notes to the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
| 6. | EARNINGS PER SHARE |
|---|
| Three<br> months ended <br>September 30, | Nine<br> months ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Basic<br> Earnings per share | ||||||||
| Net<br> income | $ | 2,319 | $ | 9,299 | $ | 14,483 | $ | 13,850 |
| Weighted<br> average number of common shares - basic | 35,625 | 35,616 | 35,621 | 35,608 | ||||
| Net<br> income per share – basic | $ | 0.07 | $ | 0.26 | $ | 0.41 | $ | 0.39 |
| Diluted<br> earnings per share | ||||||||
| Net<br> income | $ | 2,319 | $ | 9,299 | $ | 14,483 | $ | 13,850 |
| Effect<br> of outstanding options | 844 | 373 | 840 | 301 | ||||
| Weighted<br> average number of common shares - diluted | 36,469 | 35,989 | 36,461 | 35,909 | ||||
| Net<br> income per share – <br>diluted | $ | 0.06 | $ | 0.26 | $ | 0.40 | $ | 0.39 |
| 7. | LOANS AND BORROWINGS | |||||||
| --- | --- |
In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.
The borrowing base of the credit facility was increased to $40.0 million in May 2023 and the Company has an available borrowing capacity of $15.8 million at September 30, 2023. In October 2023, the credit facility was redetermined at a borrowing base of $40.0 million and the credit facility was amended to allow for distributions from the US subsidiary to KEI under certain conditions. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the second quarter of 2024. Future commitment amounts will be subject to new reserve evaluations and there is no guarantee that the size and terms of the credit facility will remain the same after the borrowing base redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.
The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts, the current portion of long-term debt (the “Current Ratio”). The second covenant ensures the ratio of outstanding debt and long-term liabilities to a trailing twelve month adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3 to 1 at any quarter end. Adjusted EBITDA is defined as net income excluding interest expense, depreciation, depletion and amortization expense, and other non-cash and non-recurring charges including severance, share based compensation expense and unrealized gains or losses on commodity contracts.
| 10 |
| --- |
Notesto the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
The Company was in compliance with both covenants for the quarter ended September 30, 2023. At September 30, 2023, the Current Ratio of the US Subsidiary was 1.3 to 1.0 and the Maximum Leverage Ratio was 0.8 to 1.0 for the three months ended September 30, 2023.
At September 30, 2023, loans and borrowings of $24.2 million (December 31, 2022: $17.8 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2022: $0.4 million).
| 8. | SHARE BASED COMPENSATION |
|---|
Stock Options
The Company has an option program that entitles officers, directors, employees and certain consultants to purchase shares in the Company. Options are granted at the market price of the shares at the date of grant, have a five to ten year term and generally vest over two years.
The number and weighted average exercise prices of share options are as follows:
| Nine<br> months ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||
| Number<br> of options | Weighted<br> average exercise price | Number<br> of options | Weighted<br> average exercise price | ||||||
| Outstanding<br> at January 1 | 776,000 | $ | 1.67 | 143,500 | 5.00 | ||||
| Granted | 206,800 | 5.23 | 634,500 | 0.93 | |||||
| Exercised | (9,666 | ) | 0.80 | - | - | ||||
| Expired/cancelled | (108,500 | ) | 5.62 | - | - | ||||
| Outstanding<br> at September 30 | 864,634 | $ | 2.04 | 778,000 | 1.68 | ||||
| Exercisable<br> at September 30 | 515,268 | $ | 1.64 | 329,999 | 2.62 |
The range of exercise prices of the outstanding stock options is as follows:
| Range<br> <br>of exercise<br> <br>prices | Weighted average<br> <br>exercise<br> <br>price | Weighted<br> <br>average<br> <br>Contractual<br> <br>life (years) | ||||
|---|---|---|---|---|---|---|
| $ | 5.00<br> to 6.00 | 206,800 | $ | 5.23 | 4.5 | |
| $ | 1.80<br> to 4.90 | 108,000 | $ | 2.23 | 2.7 | |
| $ | 0.80 | 549,834 | $ | 0.80 | 3.3 | |
| 864,634 | $ | 2.04 | 3.5 |
All values are in US Dollars.
The fair value of the stock options was estimated using Black Scholes model with the following weighted average inputs:
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Fair<br> value at grant date (per option) | $ | 5.00 | 0.70 | |||
| Volatility<br> (%) | 110.00 | 149.68 | ||||
| Forfeiture<br> rate (%) | 5 | % | 5 | % | ||
| Option<br> life (years) | 10 | 5 | ||||
| Risk-free<br> interest rate (%) | 2.89 | 1.56 |
| 11 |
| --- |
Notesto the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
Restricted Stock Units
The Company has a restricted stock unit (“RSU”) program that entitles officers, directors and employees to obtain RSUs that are issuable as shares in the Company as they are vested. The RSUs are redeemable over a three year vesting period, with the 1/3 of the grant vesting on the first, second and third years from the date of grant. The Company granted 119,140 RSUs in the second quarter of 2023 to directors, officers and employees. The fair value at grant date for the RSUs was $5.28 per RSU which was the closing share price on the date of grant.
RSUs are valued using the fair-value method where compensation cost attributable to all share units granted are measured at fair value at the grant date and expensed over the vesting period with a corresponding increase to contributed surplus. The Company capitalizes a portion of share based compensation that is directly attributable to development activities. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of units that vest.
Share based compensation was recorded as follows:
| Three<br> months ended <br>September 30, | Nine<br> months ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Expensed | $ | 157 | $ | 75 | $ | 531 | $ | 232 |
| Capitalized | $ | 27 | $ | 4 | $ | 94 | $ | 26 |
| 9. | REVENUES |
|---|
Revenue is recognized when the performance obligations are satisfied and revenue can be reliably measured. Revenue is measured at the consideration specified in the contracts and represents amounts receivable for goods or services provided in the normal course of business, net of discounts, customs duties and sales taxes. All revenue is based on variable prices. Performance obligations associated with the sale of crude oil, natural gas, and natural gas liquids are satisfied at the point in time when the products are delivered to and title passes to the customer. Performance obligations associated with processing services, transportation, and marketing services are satisfied at the point in time when the services are provided.
Oil, natural gas liquids and natural gas are mostly sold under contracts of varying price and volume terms. Revenues for oil are typically collected on the 20th day of the month following production, while natural gas and NGL revenues are collected by the 45th day of the month following production.
The following table presents the Company’s gross oil and gas revenue disaggregated by revenue source:
| Three<br> months ended <br>September 30, | Nine<br> months ended <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Oil<br> revenue | $ | 15,270 | $ | 10,773 | $ | 43,537 | $ | 31,317 | ||||
| Natural<br> gas revenue | 390 | 1,020 | 1,437 | 2,161 | ||||||||
| NGL<br> revenue | 718 | 873 | 2,224 | 2,443 | ||||||||
| 16,378 | 12,666 | 47,198 | 35,921 | |||||||||
| Royalties | (3,632 | ) | (2,815 | ) | (10,045 | ) | (8,095 | ) | ||||
| $ | 12,746 | $ | 9,851 | 37,153 | $ | 27,826 |
| 12 |
| --- |
Notes to the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
| 10. | SEGMENTED INFORMATION |
|---|
The Company defines its reportable segments based on the countries where it conducts business.
Threemonths ended September 30, 2023
| United<br> <br><br> States | Canada<br> and <br><br> Other | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Oil<br> and natural gas revenues, net of royalties | $ | 12,746 | $ | - | $ | 12,746 | |||
| Other<br> income | 1 | - | 1 | ||||||
| 12,747 | - | 12,747 | |||||||
| Production<br> and operating expenses | 1,628 | - | 1,628 | ||||||
| Depletion<br> and depreciation | 3,790 | - | 3,790 | ||||||
| General<br> and administrative expenses | 811 | 359 | 1,170 | ||||||
| Share<br> based compensation | 141 | 16 | 157 | ||||||
| 6,370 | 375 | 6,745 | |||||||
| Finance<br> income | - | - | - | ||||||
| Finance<br> expense | (3,682 | ) | (1 | ) | (3,683 | ) | |||
| Net<br> income (loss) | $ | 2,695 | $ | (376 | ) | $ | 2,319 | ||
| Total<br> Assets | $ | 211,602 | $ | 143 | $ | 211,745 | |||
| Capital<br> expenditures | $ | 17,247 | $ | - | $ | 17,247 |
Ninemonths ended September 30, 2023`
| United<br> <br><br> States | Canada | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Oil<br> and natural gas revenues, net of royalties | $ | 37,153 | $ | - | $ | 37,153 | |||
| Other<br> income | 2 | - | 2 | ||||||
| 37,155 | - | 37,155 | |||||||
| Production<br> and operating expenses | 4,328 | - | 4,328 | ||||||
| Depletion<br> and depreciation | 11,503 | - | 11,503 | ||||||
| General<br> and administrative expenses | 2,447 | 674 | 3,121 | ||||||
| Share<br> based compensation | 494 | 37 | 531 | ||||||
| 18,772 | 711 | 19,483 | |||||||
| Finance<br> income | - | - | - | ||||||
| Finance<br> expense | (3,178 | ) | (11 | ) | (3,189 | ) | |||
| Net<br> income (loss) | $ | 15,205 | $ | (722 | ) | $ | 14,483 | ||
| Total<br> Assets | $ | 211,602 | $ | 143 | $ | 211,745 | |||
| Capital<br> expenditures | $ | 37,177 | $ | - | $ | 37,177 |
| 13 |
| --- |
Notes to the Condensed Interim Consolidated Financial Statements
Forthe Three and Nine Months Ended September 30, 2023 and 2022
(Unaudited,expressed in Thousands of United States dollars except per share information)
| 10. | SEGMENTED INFORMATION (continued) |
|---|
Threemonths ended September 30, 2022
| United<br> <br><br> States | Canada<br> and<br><br> Other | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Oil<br> and natural gas revenues, net of royalties | $ | 9,851 | $ | - | $ | 9,851 | |||
| Other<br> income | 16 | - | 16 | ||||||
| 9,867 | - | 9,867 | |||||||
| Production<br> and operating expenses | 1,216 | - | 1,216 | ||||||
| Depletion<br> and depreciation | 1,860 | - | 1,860 | ||||||
| General<br> and administrative expenses | 699 | 206 | 905 | ||||||
| Share<br> based compensation | 27 | 48 | 75 | ||||||
| 3,802 | 254 | 4,056 | |||||||
| Finance<br> income | 4,648 | - | 4,648 | ||||||
| Finance<br> expense | (1,145 | ) | (15 | ) | (1,160 | ) | |||
| Net<br> income (loss) | $ | 9,568 | $ | (269 | ) | $ | 9,299 | ||
| Total<br> Assets | $ | 172,487 | $ | 147 | $ | 172,634 | |||
| Capital<br> expenditures | $ | 4,940 | $ | - | $ | 4,940 |
Ninemonths ended September 30, 2022
| United<br> <br><br> States | Canada | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Oil<br> and natural gas revenues, net of royalties | $ | 27,826 | $ | - | $ | 27,826 | |||
| Other<br> income | 51 | (6 | ) | 45 | |||||
| 27,877 | (6 | ) | 27,871 | ||||||
| Production<br> and operating expenses | 3,487 | - | 3,487 | ||||||
| Depletion<br> and depreciation | 5,086 | - | 5,086 | ||||||
| General<br> and administrative expenses | 1,981 | 454 | 2,435 | ||||||
| Share<br> based compensation | 161 | 71 | 232 | ||||||
| 10,715 | 525 | 11,240 | |||||||
| Finance<br> income | 1,608 | 3 | 1,611 | ||||||
| Finance<br> expense | (4,384 | ) | (8 | ) | (4,392 | ) | |||
| Net<br> income (loss) | $ | 14,386 | $ | (536 | ) | $ | 13,850 | ||
| Total<br> Assets | $ | 172,487 | $ | 147 | $ | 172,634 | |||
| Capital<br> expenditures | $ | 19,913 | $ | - | $ | 19,913 |
| 14 |
| --- |
Exhibit99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS
SEPTEMBER30, 2023
| ***Kolibri Global Energy Inc.* |** 1 | Third Quarter 2023 |
| --- |

MANAGEMENT’SDISCUSSION AND ANALYSIS
The following is management’s discussion and analysis (“MD&A”) of Kolibri Global Energy Inc.’s (“KEI” or the “Company”) operating and financial results for the three and nine months ended September 30, 2023, compared to the corresponding period in the prior year, as well as information and expectations concerning the Company’s outlook based on currently available information. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2023 and the audited consolidated financial statements and MD&A for the year ended December 31, 2022. The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”. The reporting and measurement currency is the United States dollar. Additional information relating to KEI including its Annual Information Form is filed on SEDAR at www.sedar.com and on the Company’s website at www.kolibrienergy.com.
Netback from operations, netback including commodity contracts, net operating income and adjusted EBITDA (collectively, the “Company’s Non-GAAP Measures”) are not measures or ratios recognized under IFRS and do not have any standardized meanings prescribed by IFRS. Management of the Company believes that such measures and ratios are relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. The Company’s Non-GAAP Measures may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures and ratios as reported by such organizations. The Company’s Non-GAAP Measures should not be construed as alternatives to net income, cash flows from operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, as an indicator of the Company’s performance.
This report is prepared as of November 13, 2023. Please read carefully the important cautionary notes regarding technical information, forward-looking statements and other matters set out in this report.
Descriptionof Business
KEI is a North American energy company focused on finding and exploiting energy projects in oil and gas. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company continues to utilize its technical and operational expertise to identify and acquire additional projects in oil, gas and clean and sustainable energy. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the NASDAQ under the symbol “KGEI”.
OperatingSummary
The Company’s results of operations are dependent on production volumes of natural gas, crude oil and natural gas liquids and the prices received for the production. Prices for these commodities have shown significant volatility during recent years and are determined by supply and demand factors, including weather and general economic conditions.
| ***Kolibri Global Energy Inc.* |** 2 | Third Quarter 2023 |
| --- |
Resultsat a Glance
| Nine<br> Months ended | |||||||
|---|---|---|---|---|---|---|---|
| September<br> 30, | |||||||
| 2022 | 2023 | 2022 | |||||
| Financial<br> (US 000 except per share) | **** | **** | |||||
| Oil<br> and gas gross revenues | 16,378 | 12,666 | 47,198 | 35,921 | |||
| Oil<br> and gas net revenues | 12,746 | 9,851 | 37,153 | 27,826 | |||
| Net<br> operating income(1) | 11,118 | 8,635 | 32,825 | 24,339 | |||
| Net<br> income | 2,319 | 9,299 | 14,483 | 13,850 | |||
| Basic<br> net income per share | 0.07 | 0.26 | 0.41 | 0.39 | |||
| Diluted<br> net income per share | 0.06 | 0.26 | 0.40 | 0.39 | |||
| Cash<br> flow from operating activities | 9,631 | 6,387 | 28,673 | 15,944 | |||
| Adjusted<br> EBITDA(2) | 9,536 | 6,874 | 28,578 | 18,258 | |||
| Additions<br> to property, plant and equipment | 17,247 | 4,940 | 37,177 | 19,913 | |||
| Operating | **** | **** | |||||
| Average<br> production (Boepd) | 2,737 | 1,702 | 2,780 | 1,563 | |||
| Average<br> price (/BOE) | 65.04 | 80.89 | 62.19 | 84.19 | |||
| Netback<br> from operations (/BOE)(3) | 43.28 | 55.16 | 42.48 | 57.05 | |||
| Netback<br> including commodity contracts (/BOE)(3) | 41.65 | 49.69 | 41.00 | 48.50 |
All values are in US Dollars.
| 30-Sep-23 | 30-Jun-23 | 31-Mar-23 | 31-Dec-22 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance Sheet | **** | ||||||||||
| Cash and cash equivalents | 501 | 945 | 3,771 | 1,037 | |||||||
| Total assets | 211,745 | 196,655 | 188,023 | 184,082 | |||||||
| Total non-current liabilities | 26,340 | 19,865 | 19,937 | 19,835 | |||||||
| Working capital (deficiency) | (13,093 | ) | (8,274 | ) | 113 | (6,569 | ) | ||||
| Borrowing capacity available from credit facility | 15,842 | 21,842 | 6,842 | 6,842 | |||||||
| (1) | Net<br> operating income is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this<br> MD&A. | ||||||||||
| --- | --- | ||||||||||
| (2) | Adjusted<br> EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A. | ||||||||||
| (3) | Netback<br> from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP<br> Measures” at the end of this MD&A. |
Highlights
The average production for the third quarter of 2023 was 2,737 BOEPD, an increase of 61% compared to third quarter 2022 production of 1,702 BOEPD. Average production for the nine months ended September 30, 2023 was 2,780 BOEPD, an increase of 78% from the average production of 1,563 BOEPD in the same period of 2022. These increases are due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of 2022 and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells which started production in mid-June 2023. The production increases were partially offset by production restrictions due to the Company’s gathering system operator, existing wells that were shut-in while completion operations were underway and a few well reworks. These reduced third quarter production by approximately 200 BOEPD.
| ***Kolibri Global Energy Inc.* |** 3 | Third Quarter 2023 |
| --- |
Adjusted EBITDA^(1)^ was $9.5 million for the third quarter of 2023 compared to $6.9 million for the same period in 2022, an increase of 39%. The increase was due to a 61% increase in production partially offset by a decrease in average prices of 20%. Adjusted EBITDA^(1)^was $28.6 million for the nine months ended September 30, 2023 compared to $18.3 million for the prior year period, an increase of 57%. The increase was primarily due to an increase in production of 78% partially offset by a decrease in average prices of 26%.
Gross revenues for the third quarter of 2023 increased by 21% compared to the third quarter of 2022. The increase was due to a 61% increase in production, partially offset by a decrease in average prices of 20%. Gross revenues for the nine months ended September 30, 2023 increased by 29% compared to the same period in 2022. The increase was due to a 78% increase in production in the nine months ending September 30, 2023 compared to the same period in 2022 partially offset by a 26% decrease in average prices in the nine months ending September 30, 2023.
Net income in the third quarter of 2023 was $2.3 million, compared to net income of $9.3 million in the same period of 2022. The decrease was mainly due to an unrealized loss on commodity contracts of $2.6 million in the third quarter of 2023 versus an unrealized gain on commodity contracts of $4.6 million that was recorded in the third quarter of 2022. In addition, the third quarter of 2023 had lower average prices and higher depreciation expense which was offset by higher production compared to the third quarter of 2022. Net income in the first nine months of 2023 was $14.5 million, compared to net income of $13.9 million in the same period of 2022. The increase was primarily due to an increase in production, partially offset by a decrease in average prices and higher depreciation expense.
Netback from operations^(2)^ decreased to $43.28 per BOE in the third quarter of 2023 compared to $55.16 per BOE in the same period of 2022, a decrease of 22% due to lower average prices. Netback from operations^(2)^ decreased to $42.48 per BOE in the nine months ending September 30, 2023 compared to $57.05 per BOE in the nine months ending September 30, 2022, a decrease of 26%. Netback including commodity contracts^(2)^ for the third quarter of 2023 was $41.65 per BOE compared to $49.69 in 2022, a decrease of 17% from the prior year period. Netback including commodity contracts^(2)^ for the nine months ended September 30, 2023 was $41.00 per BOE, compared to $48.50, a decrease of 15% from the prior year period. The decreases compared to the prior year were due to the decrease in average prices.
Production and operating expense per barrel averaged $7.34 per BOE in the third quarter of 2023 compared to $7.77 per BOE in the third quarter of 2022, a decrease of 6%. The $7.34 per BOE in the third quarter includes prior month costs which our gathering system operator had underbilled for previous periods. In addition, due to the Company’s recent completion operations, some of the adjacent existing wells are producing additional water, which is expected to decrease over time. Production and operating expense per barrel averaged $6.47 per BOE in the first nine months of 2023 compared to $8.17 per BOE for the same period of 2022, a decrease of 21%. The decreases were due to lower production taxes and increased production which reduced the per barrel fixed costs.
At September 30, 2023, the Company had $15.8 million of available borrowing capacity on the credit facility. The borrowing base remained at $40.0 million during the latest redetermination in October 2023.
(1) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.
(2) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.
| ***Kolibri Global Energy Inc.* |** 4 | Third Quarter 2023 |
| --- |
OPERATIONSUPDATE
TishomingoField, Ardmore Basin, Oklahoma
The average production for the third quarter of 2023 was 2,737 BOEPD, an increase of 61% compared to third quarter 2022 production of 1,702 BOEPD. Average production for the nine months ended September 30, 2023 was 2,780 BOEPD, an increase of 78% from the average production of 1,563 BOEPD in the same period of 2022. These increases are due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of 2022 and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells which started production in mid-June 2023, partially offset by the wells that were shut-in during completion operations and the production restrictions from the gathering system operator.
The Company completed the first three wells in its 2023 drilling program at the end of the second quarter. The Barnes 8-1H (98% working interest), Barnes 8-2H (98% working interest) and the Barnes 8-3H (98% working interest) wells started producing in the last week of June 2023. The Company’s next two wells, the Barnes 7-4H well (98% working interest) and the Barnes 7-5H well (98% working interest), both started producing in early October 2023 and had a 30-day IP rate of 665 BOEPD and 613 BOEPD, respectively. The Company completed drilling the three well pad for the Emery 17-3H, Emery 17-4H and Emery 17-5H wells and completion operations are planned in the next week with production expected to begin by the beginning of December 2023.
DISCUSSIONOF OPERATING RESULTS
| Production<br> and Revenue | Nine<br> months ended September 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | % | 2023 | 2022 | % | |||||||||
| Average<br> oil production (BOPD) | 2,083 | 1,252 | 66 | 2,110 | 1,137 | 86 | |||||||
| Average<br> natural gas production (MCFPD) | 1,565 | 1,083 | 45 | 1,698 | 1,093 | 55 | |||||||
| Average<br> NGL production (BOEPD) | 393 | 269 | 46 | 387 | 244 | 59 | |||||||
| Average<br> production (BOEPD) | 2,737 | 1,702 | 61 | 2,780 | 1,563 | 78 | |||||||
| Average<br> oil price (/bbl) | 79.70 | 93.52 | (15 | ) | 75.57 | 100.91 | (25 | ) | |||||
| Average<br> natural gas price (/mcf) | 2.71 | 10.24 | (74 | ) | 3.10 | 7.24 | (57 | ) | |||||
| Average<br> NGL price (/bbl) | 19.84 | 35.33 | (44 | ) | 21.04 | 36.63 | (43 | ) | |||||
| Average<br> price (/BOE) | 65.04 | 80.89 | (20 | ) | 62.19 | 84.19 | (26 | ) | |||||
| Oil<br> gross revenue (000) | 15,270 | 10,773 | 42 | 43,537 | 31,318 | 39 | |||||||
| Natural<br> gas gross revenue (000) | 390 | 1,020 | (62 | ) | 1,437 | 2,161 | (34 | ) | |||||
| NGL<br> gross revenue (000) | 718 | 873 | (18 | ) | 2,224 | 2,443 | (9 | ) |
All values are in US Dollars.
Oil production for the third quarter of 2023 was 2,083 BOPD compared to 1,252 BOPD for the same period of 2022, an increase of 66%. Oil production for the first nine months of 2023 was 2,110 BOPD compared to 1,137 BOPD for the same period of 2022, an increase of 86%. The production increases were due to the additional production from the wells in the 2022 drilling program and the first three wells in the 2023 drilling program, partially offset by the wells that were shut-in during completion operations and the production restrictions from the gathering system operator. Oil revenue increased by 42% in the third quarter of 2023 versus the same period of 2022 due to the increase in production, partially offset by a decrease in oil prices of 15%. Oil revenue increased by 39% in the first nine months of 2023 versus the same period of 2022 due to the 86% production increase, partially offset by a decrease in oil prices of 25%.
For the third quarter of 2023, average natural gas production was 1,565 MCFPD compared to 1,083 MCFPD for the same period of 2022, an increase of 45%. Average natural gas production for the first nine months of 2023 was 1,698 MCFPD compared to 1,093 MCFPD for the first nine months of 2022, an increase of 55%. The production increases were due to the additional production from the wells in the 2022 drilling program and the first three wells in the 2023 drilling program, partially offset by the wells that were shut-in during completion operations and the production restrictions from the gathering system operator. Natural gas revenue decreased by 62% in the third quarter of 2023 versus the same period in 2022 due to the decrease in natural gas prices of 74% partially offset by the 45% production increase. Natural gas revenue decreased by 34% in the first nine months of 2023 versus the same period in 2022 due to a decrease in natural gas prices of 57% partially offset by the 55% production increase.
| ***Kolibri Global Energy Inc.* |** 5 | Third Quarter 2023 |
| --- |
Natural gas liquids (NGL) production in the third quarter of 2023 increased to 393 BOEPD from 269 BOEPD in the same period of 2022, an increase of 46%. Natural gas liquids (NGL) production in the first nine months of 2023 increased to 387 BOEPD from 244 BOEPD in the same period of 2022, an increase of 59%. The production increases were due to the additional production from the five wells in the 2022 drilling program and the first three wells in the 2023 drilling program, partially offset by the wells that were shut-in during completion operations and the production restrictions from the gathering system operator. NGL revenue decreased by 18% in the third quarter of 2023 compared to the same period in 2022 due to a decrease in NGL prices of 44% partially offset by the 46% production increase. NGL revenue decreased by 9% in the first nine months of 2023 compared to the same period in 2022 due to a decrease in NGL prices of 43% partially offset by the 59% production increase.
Average production on a per BOE basis was 2,737 BOEPD in the third quarter of 2023 compared to 1,702 BOEPD in the same period of 2022, an increase of 61%. Average production on a per BOE basis was 2,780 BOEPD in the first nine months of 2023 compared to 1,563 BOEPD in the same period of 2022, an increase of 78%. The increase is due to the factors discussed above. Gross revenue for the third quarter of 2023 increased by 29% compared to the third quarter of 2022 due to the increase in production, partially offset by a decrease in average prices. Gross revenue for the first nine months of 2023 increased by 31% compared to the same period of 2022 due to an increase in production, partially offset by a decrease in average prices.
Royalties,Operating Expenses and Netback
| Three<br> months ended September 30 | Nine<br> months ended September 30 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($/BOE) | 2023 | 2022 | % | 2023 | 2022 | % | ||||||||||||
| Average<br> price | 65.04 | **** | 80.89 | (20 | ) | 62.19 | **** | 84.19 | (26 | ) | ||||||||
| Less:<br> Royalties | 14.42 | **** | 17.96 | (20 | ) | 13.24 | **** | 18.97 | (30 | ) | ||||||||
| Less:<br> operating expenses^(3)^ | 7.34 | **** | 7.77 | (6 | ) | 6.47 | **** | 8.17 | (21 | ) | ||||||||
| Netback<br> from operations^(1)^ | 43.28 | **** | 55.16 | (22 | ) | 42.48 | **** | 57.05 | (26 | ) | ||||||||
| Price<br> adjustment from commodity contracts^(2)^ | (1.63 | ) | (5.47 | ) | (1.48 | ) | (8.55 | ) | ||||||||||
| Netback<br> including commodity contracts^(1)^ | 41.65 | **** | 49.69 | (16 | ) | 41.00 | **** | 48.50 | (15 | ) | ||||||||
| (1) | Netback<br> from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP<br> Measures” at the end of this MD&A. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | Price<br> adjustment from commodity contracts includes the positive or negative adjustment to the average price per barrel that the Company<br> realized from its commodity contracts. See the listing of commodity contracts below. | |||||||||||||||||
| (3) | Operating<br> expenses includes compressor costs of $219,375 in the third quarter of 2023 and $584,625 in the first nine months of 2023 that are<br> accounted for as a lease under IFRS 16 as of January 1, 2023. |
Average prices decreased by 20% in the third quarter of 2023, compared to the same period in the prior year, due to the price decreases in oil, gas and NGLs discussed above. Oil made up 76% of the production mix in the third quarter of 2023 compared to 74% for the same period in 2022. Average prices decreased by 26% in the first nine months of 2023, compared to the same period in the prior year, due to the price decreases in oil, gas and NGLs discussed above. Oil made up 76% of the production mix in the first nine months of 2023 compared to 73% for the same period in 2022.
Royalties on Tishomingo production averaged approximately 22.2% for both the third quarter of 2023 and the third quarter of 2022. Royalties on Tishomingo production averaged approximately 21.3% for the first nine months of 2023 versus 22.5% in the third quarter of 2022. The differences in percentages in both periods are due to different royalty burdens on the leases drilled by the Company.
| ***Kolibri Global Energy Inc.* |** 6 | Third Quarter 2023 |
| --- |
Major production and operating expenses are related to the gathering and processing of natural gas and NGLs as well as periodic well repairs and maintenance. Operating expenses averaged $7.34 per BOE for the third quarter of 2023 compared to $7.77 per BOE for the same period in 2022. The $7.34 per BOE in the third quarter includes prior month costs which our gathering system operator had underbilled for previous periods. In addition, due to the Company’s recent completion operations, some of the adjacent existing wells are producing additional water, which is expected to decrease over time. Operating expenses averaged $6.47 per BOE for the first nine months of 2023 compared to $8.17 per BOE for the same period in 2022. The decrease was due to increased production which reduced the fixed per barrel costs and lower production taxes due to a decrease in prices.
Realizedand Unrealized Gains and Losses from Risk Management Contracts
The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.
At September 30, 2023 the following financial commodity contracts were outstanding and recorded at estimated fair value:
| Total<br> Volume Hedged | Price | |||
|---|---|---|---|---|
| Commodity | Period | (BBLS) | (/BBL) | |
| Oil<br> – WTI Swap | July<br> 1, 2023 to December 29, 2023 | 9,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2023 to December 29, 2023 | 12,000 | ||
| Oil<br> – WTI Swap | July<br> 1, 2023 to December 31, 2023 | 27,000 | ||
| Oil<br> – WTI Put | July<br> 1, 2023 to March 31, 2024 | 42,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2023 to September 30, 2024 | 75,000 | ||
| Oil<br> – WTI Swap | January<br> 1, 2024 to May 31, 2024 | 40,000 | ||
| Oil<br> – WTI Costless Collars | January<br> 1, 2024 to June 30, 2024 | 6,000 | ||
| Oil<br> – WTI Costless Collars | January<br> 1, 2024 to June 30, 2024 | 24,000 | ||
| Oil<br> – WTI Put | April<br> 1, 2024 to June 30, 2024 | 1,650 | ||
| Oil<br> – WTI Costless Collars | June<br> 1, 2024 to June 30, 2024 | 8,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2024 to September 30, 2024 | 21,000 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2024 to September 30, 2024 | 18,000 | ||
| Oil<br> – WTI Costless Collars | October<br> 1, 2024 to December 31, 2024 | 39,000 | ||
| Oil<br> – WTI Costless Collars | January<br> 1, 2025 to March 31, 2025 | 36,000 | ||
| Oil<br> – WTI Costless Collars | April<br> 1, 2025 to June 30, 2025 | 20,400 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2025 to September 30, 2025 | 21,000 | ||
| Oil<br> – WTI Costless Collars | April<br> 1, 2025 to June 30, 2025 | 750 |
All values are in US Dollars.
The estimated fair value results in a $2.3 million liability as of September 30, 2023 (December 31, 2022: $2.0 million liability) for the financial oil and gas contracts which has been determined based on the prospective amounts that the Company would receive or pay to terminate the contracts, consisting of a current liability of $2.0 million and a long term liability of $0.3 million (December 31, 2022: current liability of $1.4 million and a long term liability of $0.6 million).
| ***Kolibri Global Energy Inc.* |** 7 | Third Quarter 2023 |
| --- |
In October 2023, the Company entered into the following additional financial commodity contracts:
| Total<br> Volume Hedged | Price | |||
|---|---|---|---|---|
| Commodity<br> Contract | Period | (BBLS) | (/BBL) | |
| Oil<br> – WTI Costless Collars | April<br> 1, 2024 to June 30, 2024 | 1,950 | ||
| Oil<br> – WTI Costless Collars | July<br> 1, 2024 to September 30, 2024 | 3,600 | ||
| Oil<br> – WTI Costless Collars | April<br> 1, 2025 to June 30, 2025 | 1,350 |
All values are in US Dollars.
The realized and unrealized gains/losses from the financial commodity contracts are as follows:
| (000s) | Three months ended | Nine months ended | ||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Realized<br> loss on financial commodity contracts | (412 | ) | (856 | ) | (1,126 | ) | (3,646 | ) |
| Unrealized<br> gain (loss) on financial commodity contracts | (2,579 | ) | 4.648 | (412 | ) | 1,608 |
All values are in US Dollars.
Productionand Operating Expenses
Production and operating expenses for the third quarter of 2023 was $1.6 million compared to $1.2 million for the same period of 2022, an increase of 34%. The increase is due to increased production, partially offset by lower compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the third quarter of 2023 production and operating expenses. Production and operating expenses including these compressor costs would have been $1.8 million for the third quarter of 2023.
Production and operating expenses for the first nine months of 2023 was $4.3 million compared to $3.5 million for the same period of 2022, an increase of 25%. The increase is due to increased production, partially offset by lower compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the third quarter of 2023 production and operating expenses. Production and operating expenses including these compressor costs would have been $4.9 million for the first nine months of 2023.
Generaland Administrative Expenses
G&A expense for the third quarter of 2023 was $1.2 million compared to $0.9 million for the same period of 2022, an increase of 29%. G&A expense for the first nine months of 2023 was $3.1 million compared to $2.4 million for the same period of 2022, an increase of 28%. The increases were due to higher costs associated with the dual listing process, higher investor relations and marketing costs and increases in payroll costs.
Depletionand Depreciation
Depletion and depreciation expense for the third quarter of 2023 was $3.8 million compared to $1.9 million in the same period of 2022. Depletion and depreciation expense on a per barrel basis was $15.05 for 2023 compared to $11.88 for 2022. Depletion and depreciation expense for the first nine months of 2023 was $11.5 million compared to $5.1 million in the same period of 2022. Depletion and depreciation expense on a per barrel basis was $15.15 for 2023 compared to $11.92 for 2022. The increases were due to increased production and a higher PP&E balance.
| ***Kolibri Global Energy Inc.* |** 8 | Third Quarter 2023 |
| --- |
Intereston loans and borrowings
Interest on loans and borrowings increased from $0.3 million in the third quarter of 2022 to $0.7 million for the same period of 2023. Interest on loans and borrowings increased from $0.7 million in the first nine months of 2022 to $1.5 million for the same period of 2023. The increases were due to an increase in interest rates in 2023 and an increase in the outstanding balance in the first nine months of 2023 compared to the same period of 2022.
Sharebased compensation
Share based compensation increased from $0.1 million in the third quarter of 2022 to $0.2 million for the same period of 2023. Share based compensation increased from $0.2 million in the first nine months of 2022 to $0.5 million for the same period of 2023. The increases were due to stock option and restricted share unit grants made in the second quarter of 2023.
Netincome for the period
The Company had net income of $2.3 million ($0.07 per basic share) in the third quarter of 2023 compared to net income of $9.3 million ($0.26 per basic share) for the same period of 2022. The change in net income in 2023 compared to the same period in 2022 is due to realized and unrealized losses in financial commodity contracts in the third quarter of 2023 totaling $3.0 million versus a gain of $3.8 million in the same period of 2022, an increase in depletion and depreciation of $1.9 million, an increase in accretion of $32 thousand, an increase in operating expenses of $0.4 million, an increase in interest on long term debt of $0.4 million, an increase in G&A expense of $0.3 million, an increase in stock based compensation of $0.1 million, partially offset by an increase in revenue net of royalties of $2.9 million.
The Company had net income of $14.5 million ($0.41 per basic share) in the first nine months of 2023 compared to net income of $13.9 million ($0.39 per basic share) for the same period of 2022. The change in net income in 2023 compared to the same period in 2022 is due to an increase in revenue net of royalties of $9.3 million, realized and unrealized losses in financial commodity contracts in 2023 totaling $1.5 million versus losses of $2.0 million in the same period of 2022, partially offset by an increase in depletion and depreciation of $6.4 million, an increase in operating expenses of $0.8 million, an increase in interest on long term debt of $0.8 million, an increase in G&A expense of $0.7 million, an increase in stock based compensation of $0.3 million and an increase in accretion of $0.1 million.
Cashfrom operating activities
Cash flows from operating activities for the third quarter of 2023 was $9.6 million compared to cash flows from operating activities of $6.4 million for the same period in 2022. Cash flows from operating activities for the first nine months of 2023 was $28.7 million compared to cash flows from operating activities of $15.9 million for the same period in 2022. The changes were due to the same reasons noted above.
CAPITALEXPENDITURES
Capital expenditures for the first nine months of 2023 were for the Barnes 8-1H well (operated, KEI 98% working interest), the Barnes 8-2H well (operated, KEI 98% working interest), the Barnes 8-3H well (operated, KEI 98% working interest), the Barnes 7-4H well (98% working interest) and the Barnes 7-5H well (98% working interest), all in the Tishomingo field located in Oklahoma.
| (000) | 2023 | 2022 | |
|---|---|---|---|
| Additions<br> to oil and gas properties | 37,177 | $ | 19,913 |
| 37,177 | $ | 19,913 |
All values are in US Dollars.
| ***Kolibri Global Energy Inc.* |** 9 | Third Quarter 2023 |
| --- |
LIQUIDITYAND CAPITAL RESOURCES
| (000s;<br> other than number of shares and per share amounts) | At September<br> <br>30, 2023 | At December<br> <br>31, 2022 | ||||
|---|---|---|---|---|---|---|
| Working<br> Capital (Deficiency) (US$) | $ | (13,093 | ) | $ | (6,569 | ) |
| Loans<br> and Borrowings (US$) | $ | 23,809 | $ | 17,799 | ||
| Borrowing<br> capacity available from credit facility (US$) | $ | 15,842 | $ | 6,842 | ||
| Shares<br> Outstanding, end of period | 35,625,587 | 35,615,921 | ||||
| Market<br> Price per share (in Canadian $) | $ | 5.45 | $ | 3.98 | ||
| Market<br> Value of Shares (in Canadian $) | $ | 194,159 | $ | 141,751 |
In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.
The borrowing base of the credit facility was increased to $40.0 million in May 2023 and the Company has an available borrowing capacity of $15.8 million at September 30, 2023. In October 2023, the credit facility was redetermined at a borrowing base of $40.0 million and the credit facility was amended to allow for distributions from the US subsidiary to KEI under certain conditions. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the second quarter of 2024. Future commitment amounts will be subject to new reserve evaluations and there is no guarantee that the size and terms of the credit facility will remain the same after the borrowing base redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.
The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts, the current portion of long-term debt (the “Current Ratio”). The second covenant ensures the ratio of outstanding debt and long-term liabilities to a trailing twelve month adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3 to 1 at any quarter end. Adjusted EBITDA is defined as net income excluding interest expense, depreciation, depletion and amortization expense, and other non-cash and non-recurring charges including severance, share based compensation expense and unrealized gains or losses on commodity contracts.
The Company was in compliance with both covenants for the quarter ended September 30, 2023. At September 30, 2023, the Current Ratio of the US Subsidiary was 1.3 to 1.0 and the Maximum Leverage Ratio was 0.8 to 1.0 for the three months ended September 30, 2023.
| ***Kolibri Global Energy Inc.* |** 10 | Third Quarter 2023 |
| --- |
At September 30, 2023, loans and borrowings of $24.2 million (December 31, 2022: $17.8 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2022: $0.4 million).
At September 30, 2023, the Company had working capital deficit of $13.1 million compared to a working capital deficit of $6.6 million at December 31, 2022. The Company had available borrowing capacity of $15.8 million which exceeded the working capital deficit by $2.7 million. The Company closely monitors its working capital and borrowing capacity to ensure adequate funds are available to finance its administrative and operating requirements. Planned drilling activity can be adjusted if adequate funds are not available and the Company has available borrowing capacity to manage its working capital requirements.
The Company has entered into financial commodity contracts as part of its risk management strategy to manage its cash flow for future activity and to offset commodity price fluctuations. Other potential sources of cash flow include proceeds from additional debt or equity offerings but there is no guarantee that additional financing will be available when needed.
CONTRACTUALOBLIGATIONS
The following are the contractual maturities of financial liabilities, excluding estimated interest payments at September 30, 2023:
| ($000s) | Carrying<br> amount | 2023 | 2024 | 2025 | Thereafter | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities | |||||||||||||||
| Lease<br> payable | $ | (1,480 | ) | $ | (295 | ) | $ | (1,099 | ) | $ | (86 | ) | - | ||
| Loans<br> and borrowings* | $ | (23,809 | ) | - | - | - | $ | (23,809 | ) | ||||||
| Trade<br> and other payables | $ | (16,995 | ) | $ | (16,995 | ) | - | - | - | ||||||
| $ | (42,284 | ) | $ | (17,290 | ) | $ | (1,099 | ) | $ | (86 | ) | $ | (23,809 | ) | |
| *<br> The Credit Facility provides for interest only payments until the September 2026 maturity date. The Company is required to repay<br> amounts owing under the Credit Facility in full on the September 2026 maturity date. See “Liquidity and Capital Resources”<br> and “Principal Business Risks” for discussion of events that would require early repayment of the Credit Facility. | |||||||||||||||
| --- |
| ***Kolibri Global Energy Inc.* |** 11 | Third Quarter 2023 |
| --- |
QUARTERLYSUMMARY
Below is a summary of the Company’s performance over the last eight quarters:
| 2023 | 2022 | 2021 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($000,<br> except as noted) | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | ||||||||
| Daily<br> Production | ||||||||||||||||
| Oil<br> (BOPD) | 2,083 | 1,821 | 2,431 | 1,551 | 1,252 | 1,439 | 714 | 638 | ||||||||
| Natural<br> gas (MCFPD) | 1,565 | 1,397 | 2,138 | 969 | 1,083 | 1,271 | 922 | 825 | ||||||||
| NGLs<br> (BOEPD) | 393 | 361 | 407 | 155 | 269 | 277 | 186 | 155 | ||||||||
| Average<br> production (BOEPD) | 2,737 | 2,415 | 3,194 | 1,868 | 1,702 | 1,928 | 1,054 | 931 | ||||||||
| 2022 | 2021 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| (000,<br> except as noted) | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | |||||||||
| Average<br> Price | ||||||||||||||||
| Oil<br> (/bbl) | 79.70 | 72.33 | 74.40 | 80.42 | 93.52 | 109.74 | 96.17 | 75.80 | ||||||||
| Natural<br> gas (/mcf) | 2.71 | 1.83 | 4.24 | 6.71 | 10.24 | 6.48 | 4.71 | 5.49 | ||||||||
| NGL<br> (/bbl) | 19.84 | 15.97 | 26.77 | 26.66 | 35.33 | 40.82 | 32.25 | 40.56 | ||||||||
| Average<br> price (/bbl) | 65.04 | 58.00 | 62.87 | 72.47 | 80.89 | 92.02 | 74.97 | 63.56 |
All values are in US Dollars.
| 2022 | 2021 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (000,<br> except as noted) | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | ||||||||||||||||
| Netback(1) | |||||||||||||||||||||||
| Average<br> price (/BOE) | 65.04 | 58.00 | 62.87 | 72.47 | 80.89 | 92.02 | 74.97 | 63.56 | |||||||||||||||
| Royalties | 14.42 | 11.98 | 13.16 | 15.83 | 17.96 | 21.19 | 16.50 | 13.89 | |||||||||||||||
| Operating<br> expenses (4) | 7.34 | 6.05 | 6.04 | 8.25 | 7.77 | 7.77 | 9.56 | 8.79 | |||||||||||||||
| Netback<br> from operations(1) | 43.28 | 39.97 | 43.67 | 48.39 | 55.16 | 63.06 | 48.91 | 40.88 | |||||||||||||||
| Price<br> adjustment from commodity contracts | (1.63 | ) | (1.37 | ) | (1.44 | ) | (2.34 | ) | (5.47 | ) | (9.40 | ) | (12.03 | ) | (11.89 | ) | |||||||
| Netback<br> including commodity contracts(1) | 41.65 | 38.60 | 42.23 | 46.05 | 49.69 | 53.66 | 36.88 | 28.99 |
All values are in US Dollars.
| ***Kolibri Global Energy Inc.* |** 12 | Third Quarter 2023 |
| --- | | | 2023 | | | | | | 2022 | | | | | | | | 2021 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | ($000,<br> except as noted) | Q3 | | Q2 | | Q1 | | Q4 | | Q3 | | Q2 | | Q1 | | Q4 | | | Net operating income^(2)^ | | | | | | | | | | | | | | | | | | Oil<br> and gas revenue | | 16,378 | | 12,746 | | 18,074 | | 12,455 | | 12,666 | | 16,114 | | 7,111 | | 5,444 | | Royalties | | 3,632 | | 2,632 | | 3,781 | | 2,721 | | 2,813 | | 3,717 | | 1,564 | | 1,190 | | Operating<br> expenses | | 1,628 | | 1,147 | | 1,553 | | 1,417 | | 1,216 | | 1,364 | | 907 | | 753 | | | | 11,118 | | 8,967 | | 12,740 | | 8,317 | | 8,637 | | 11,033 | | 4,640 | | 3,501 | | | | | | | | 2022 | | | | | | | | | 2021 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (000,<br> except as noted) | | Q2 | | Q1 | | Q4 | | Q3 | | Q2 | | Q1 | | | Q4 | | | Net<br> income (loss) | 2,319 | | 4,268 | | 7,896 | | 2,793 | | 9,299 | | 7,007 | | (2,456 | ) | | 71,002 | | Basic<br> income (loss) (/share) | 0.07 | | 0.12 | | 0.22 | | 0.08 | | 0.26 | | 0.20 | | (0.07 | ) | | 3.05 | | Adjusted<br> EBITDA(3) | 9,536 | | 7,646 | | 11,396 | | 6,854 | | 6,874 | | 8,572 | | 2,812 | | | 1,861 | | Cash<br> flows from operating activities | 9,631 | | 6,013 | | 13,030 | | 6,078 | | 6,387 | | 8,314 | | 1,243 | | | 1,812 | | Bank<br> debt | 23,809 | | 17,819 | | 17,819 | | 17,799 | | 15,855 | | 15,907 | | 16,143 | | | 16,866 | | Total<br> assets | 211,745 | | 196,655 | | 188,023 | | 184,082 | | 172,634 | | 169,193 | | 160,882 | | | 157,016 |
All values are in US Dollars.
| (1) | Netback<br> from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP<br> Measures” at the end of this MD&A. |
|---|---|
| (2) | Net<br> operating income is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this<br> MD&A. |
| (3) | Adjusted<br> EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A. |
| (4) | Operating<br>expenses includes compressor costs of $219,375 in the third quarter of 2023 and $584,625 in the first nine months of 2023 that are accounted<br>for as a lease under IFRS 16 as of January 1, 2023. |
| ***Kolibri Global Energy Inc.* |** 13 | Third Quarter 2023 |
| --- |
QuarterlyVariability
Fluctuations in quarterly results are due to a number of factors, some of which are not within the Company’s control such as:
| ● | Oil,<br> gas and NGL price changes due to volatile market conditions related to the current conflict<br> between Russia and Ukraine |
|---|---|
| ● | Changes<br> in production resulting from fluctuations in drilling and completions and shut-in of wells |
| ● | Production<br> increases from new wells that begin producing |
CRITICALACCOUNTING ESTIMATES
The preparation of the consolidated financial statements requires management to make estimates and use judgment regarding the reported amounts of assets and liabilities, the disclosures of contingencies at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future years could require a material change in the financial statements. Accordingly, actual results may differ from the estimated amounts. Significant estimates and judgments made by management in the preparation of the consolidated financial statements are as follows:
Oil and gas assets
Development and production assets are assessed for recoverability at cash generating unit (“CGU”) level. The determination of CGUs is subject to management judgments. Recoverability is assessed by comparing the carrying value of the asset to its estimated recoverable amount, which is based on the higher of fair value of the assets less the cost to sell (“FVLCS”) or value in use (“VIU”). The significant estimates used in the determination of the estimated recoverable amount include the following:
| ● | Proved<br> and probable oil and gas reserves – Significant assumptions that are valid at the time<br> of oil and gas reserve estimation may change significantly when additional information becomes<br> available. Estimates of economically recoverable proved and probable oil and gas reserves<br> are based upon a number of significant assumptions, such as forecasted production, forecasted<br> oil and gas commodity prices, forecasted operating costs, forecasted royalty costs, and forecasted<br> future development costs. Changes in forecasted oil and gas commodity price assumptions,<br> costs or recovery rates may change the economic status of proved and probable oil and gas<br> reserves and may ultimately result in a restatement of proved and probable oil and gas reserves.<br> Independent third-party reserve evaluators are engaged at least annually to estimate proved<br> and probable oil and gas reserves |
|---|---|
| ● | Discount<br> rate – The discount rate used to calculate the net present value of cash flows is based<br> on estimates of an industry peer group weighted average cost of capital. Changes in the economic<br> environment could result in significant changes to this estimate. |
| --- | --- |
Depletion of oil and gas assets
Depletion of development and production assets is determined based on proved and probable oil and gas reserves and includes forecasted future development costs as estimated by the Company’s independent third-party reserve evaluators. By their nature, the estimates of proved and probable oil and gas reserves are subject to measurement uncertainty. Accordingly, the impact to the consolidated financial statements in future periods could be material.
| ***Kolibri Global Energy Inc.* |** 14 | Third Quarter 2023 |
| --- |
Asset retirement obligations
The provisions for site restoration and abandonment is based on current legal requirements, technology, price levels and expected plans and are based on significant assumptions such as inflation rate and discount rate. Actual costs and cash outflows can differ from estimates because of changes in laws or regulations, market conditions and changes in technology.
Derivative instruments
The estimated fair value of derivative financial instruments resulting in financial assets and liabilities, by their very nature is subject to estimation, due to the use of future oil and natural gas prices and the volatility in these prices.
Compensation costs
Compensation costs recognized for share based compensation plans are subject to the estimation of what the ultimate payout will be using pricing models such as Black-Scholes model which is based on assumptions such as volatility, forfeiture rate, interest rate and expected term.
Income taxes
Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. As such income taxes are subject to measurement uncertainty. Deferred income tax assets are assessed by management at the end of the reporting period to determine the likelihood that they will be realized from future taxable earnings.
Liquidity
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Typically the Company ensures that it has sufficient cash on demand and cash flows from operating activities to meet expected operational expenses for a one-year period, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. To achieve this objective, the Company prepares annual capital expenditure budgets, which are regularly monitored and updated as considered necessary. Further, the Company utilizes authorizations for expenditures on both operated and non-operated projects to further manage capital expenditure. The Company also attempts to match its payment cycle with collection of oil revenue on the 20th of each month.
The Company monitors its expected cash inflows from trade and other receivables and its expected cash outflows on trade and other payables and principal debt payments. The current volatile economic climate may lead to adverse changes in cash flow and working capital levels which may also have a direct impact on the Company’s results and financial position and which may adversely affect the Company’s liquidity.
OUTSTANDINGSHARE DATA
There were 35,625,587, 35,625,587 and 35,615,921 common shares outstanding as of November 13, 2023, September 30, 2023 and December 31, 2022, respectively. The Company had 939,634, 864,634 and 776,000 stock options outstanding as of November 13, 2023, September 30, 2023 and December 31, 2022, respectively. The Company had 119,140, 119,140, and 0 restricted share units (RSUs) granted as of November 13, 2023, September 30, 2023 and December 31, 2022, respectively.
| ***Kolibri Global Energy Inc.* |** 15 | Third Quarter 2023 |
| --- |
PRINCIPALBUSINESS RISKS
KEI’s business and results of operations are subject to a number of risks and uncertainties, including but not limited to the following:
| ● | the<br> uncertainty of finding oil and gas in commercial quantities |
|---|---|
| ● | securing<br> markets for existing and future production |
| ● | commodity<br> price fluctuations due to market forces |
| ● | volatile<br> market conditions related to the current conflict between Russia and Ukraine |
| ● | financial<br> risk due to foreign exchange rates and interest rate exposure |
| ● | changes<br> to government regulations in the United States, including regulations relating to prices,<br> taxes, royalties and environmental protection |
| ● | changing<br> government policies and regulations, social instability and other political, economic or<br> diplomatic developments in the countries in which the Company operates |
| ● | the<br> ability to fund wells drilled in non-operated sections of the Tishomingo field |
| ● | the<br> uncertainty of pipeline repairs leading to temporary shutting-in of wells |
| ● | availability<br> of equity or debt financing is affected by many factors many of which are beyond the control<br> of the Company |
| ● | uncertainties<br> inherent in estimating quantities of oil and natural gas reserves and cash flows to be derived<br> therefrom |
| ● | the<br> oil and gas industry is intensely competitive and the Company competes with a large number<br> of companies with greater resources |
| ● | risks<br> related to evolving emissions, carbon and other regulations impacting climate change and<br> the advancement of alternative sources of renewable energy |
| ● | risks<br> related to the Credit Facility, including the risk that the Company could be required under<br> the terms of the Credit Facility to prepay the outstanding principal amount and other amounts<br> owing under the Credit Facility in certain circumstances, some of which are out of the Company’s<br> control, including failure to comply with financial ratio tests, borrowing base redeterminations,<br> Mr. Wolf Regener ceasing to be the President of Kolibri Global Energy Inc., certain changes<br> to the board of directors of the Company and the acquisition by any person or persons acting<br> jointly or in concert of 25% or more of the Company’s shares. There can be no assurance<br> that the Company will be able to obtain sufficient capital to repay the Credit Facility.<br> A failure by the Company to perform its obligations under the Credit Facility could result<br> in, among other adverse effects, the loss of the Company’s Tishomingo Field assets.<br> A copy of the Amended and Restated Credit Agreement was filed on SEDAR on May 26, 2022. See<br> “Liquidity and Capital Resources” and “Contractual Obligations” above<br> and the “Risk Factors” section in the Company’s most recent Annual Information<br> Form. |
| ● | the<br> other risks identified in the Company’s most recent Annual Information Form under the<br> “Risk Factors” section and the Company’s other public disclosure, available<br> under the Company’s profile on SEDAR at www.sedar.com. |
The Company seeks to mitigate these risks by:
| ● | maintaining<br> product mix to manage exposure to commodity price risk |
|---|---|
| ● | monitoring<br> production trends to maximize the potential of its capital spending program |
| ● | from<br> time to time, entering into financial commodity contracts to hedge against commodity price<br> risk |
| ● | ensuring<br> strong third-party operators for non-operated properties |
| ● | transacting<br> with creditworthy counterparties |
| ● | monitoring<br> commodity prices and capital programs to manage cash flow |
| ● | reviewing<br> proposed changes in applicable government regulations and laws to assess the impact on the<br> Company’s operations |
| ***Kolibri Global Energy Inc.* |** 16 | Third Quarter 2023 |
| --- |
DISCLOSURECONTROLS AND PROCEDURES
The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) have designed, or caused to be designed under their supervision, disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICOFR”) as defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with IFRS.
The DC&P have been designed to provide reasonable assurance that material information relating to KEI is made known to the CEO and CFO by others and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by KEI under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Company’s CEO and CFO have concluded, based on their evaluation that the Company’s DC&P and ICOFR are effective at September 30, 2023 to provide reasonable assurance that material information related to the Company is made known to them by others within the Company.
The CEO and CFO are required to cause the Company to disclose any change in the Company’s ICOFR and DC&P that occurred during the most recent interim period that has materially affected, or is reasonably likely to materially affect, the Company’s ICOFR. No changes in ICOFR and DC&P were identified during such period that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR during the quarter ended September 30, 2023.
It should be noted that a control system, including the Company’s DC&P and ICOFR, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objective of the control system will be met and it should not be expected that DC&P and ICOFR will prevent all errors or fraud.
OUTLOOK
In the United States, the Company intends to drill and complete additional wells in the Caney/Sycamore formations on its Oklahoma lands utilizing cash flows from operating activities and potentially its available borrowing capacity under its credit facility. In addition, the Company continues to utilize its technical and operational expertise to identify and acquire additional oil, gas and clean energy projects.
NON-GAAPMEASURES
The Company’s Non-GAAP Measures are not measures or ratios recognized under IFRS and do not have any standardized meanings prescribed by IFRS. Management of the Company believes that such measures and ratios are relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. The Company’s Non-GAAP Measures may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures and ratios as reported by such organizations. The Company’s Non-GAAP Measures should not be construed as alternatives to net income, cash flows from operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, as an indicator of the Company’s performance.
Netback from operations per barrel and its components are calculated by dividing revenue, less royalties and operating expenses by the Company’s sales volume during the period. Netback including commodity contracts is calculated by adjusting netback from operations by the realized gains or losses received from commodity contracts during the period. Netback is a non-GAAP ratio but it is commonly used by oil and gas companies to illustrate the unit contribution of each barrel produced. The Company believes that the netback is a useful supplemental measure of the cash flow generated on each barrel of oil equivalent that is produced in its operations. However, non-GAAP measures and non-GAAP ratios do not have any standardized meaning prescribed by IFRS and therefore, may not be comparable to similar measures or ratios used by other companies and should not be used to make comparisons.
| ***Kolibri Global Energy Inc.* |** 17 | Third Quarter 2023 |
| --- |
The following is the reconciliation of the non-GAAP ratio netback from operations to net income from continuing operations:
| (US<br> $000) | Three<br> months ended September 30, | Nine<br> months ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net<br> income | 2,319 | 9,299 | 14,483 | 13,850 | ||||||||
| Adjustments: | ||||||||||||
| Finance<br> income | - | (4,648 | ) | - | (1,611 | ) | ||||||
| Finance<br> expense | 3,683 | 1,160 | 3,189 | 4,392 | ||||||||
| Share<br> based compensation | 157 | 75 | 531 | 232 | ||||||||
| General<br> and administrative expenses | 1,170 | 905 | 3,121 | 2,435 | ||||||||
| Depletion,<br> depreciation and amortization | 3,790 | 1,860 | 11,503 | 5,086 | ||||||||
| Other<br> income | (1 | ) | (16 | ) | (2 | ) | (45 | ) | ||||
| Operating<br> netback | 11,118 | 8,635 | 32,825 | 24,339 | ||||||||
| Netback<br> from operations per BOE | 43.28 | 55.16 | 42.48 | 57.05 |
Net operating income is similarly a non-GAAP measure that represents revenue net of royalties and operating expenses. The Company believes that net operating income is a useful supplemental measure to analyze operating performance and provides an indication of the results generated by the Company’s principal business activities prior to the consideration of other income and expenses.
The following is the reconciliation of the non-GAAP measure net operating income:
| (US<br> $000) | Three<br> months ended September 30, | Nine<br> months ended September 30, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Oil<br> and gas revenue, net of royalties | 12,746 | 9,851 | 37,153 | 27,826 | ||||
| Operating<br> expenses | 1,628 | 1,216 | 4,328 | 3,487 | ||||
| Net<br> operating income | 11,118 | 8,635 | 32,825 | 24,339 |
| ***Kolibri Global Energy Inc.* |** 18 | Third Quarter 2023 |
| --- |
Adjusted EBITDA is calculated as net income before interest, taxes, depletion and depreciation and other non-cash and non-operating gains and losses. The Company considers this a key measure as it demonstrates its ability to generate cash from operations necessary for future growth excluding non-cash items, gains and losses that are not part of the normal operations of the Company and financing costs. The following is the reconciliation of the non-GAAP measure adjusted EBITDA:
| (US<br> $000) | Three<br> months ended September 30, | Nine<br> months ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net<br> income | 2,319 | 9,299 | 14,483 | 13,850 | ||||||||
| Depletion<br> and depreciation | 3,790 | 1,860 | 11,503 | 5,086 | ||||||||
| Accretion | 40 | 8 | 129 | 20 | ||||||||
| Interest<br> expense | 651 | 281 | 1,511 | 718 | ||||||||
| Unrealized<br> (gain) loss on commodity contracts | 2,579 | (4,648 | ) | 412 | (1,608 | ) | ||||||
| Share<br> based compensation | 157 | 75 | 531 | 232 | ||||||||
| Interest<br> income | - | - | - | (3 | ) | |||||||
| Other<br> income | (1 | ) | (16 | ) | (2 | ) | (45 | ) | ||||
| Foreign<br> currency loss (gain) | 1 | 15 | 11 | 8 | ||||||||
| Adjusted<br> EBITDA | 9,536 | 6,874 | 28,578 | 18,258 |
CautionaryStatements
| (a) | The<br> Company’s natural gas production is reported in thousands of cubic feet (“Mcfs”).<br> The Company also uses references to barrels (“Bbls”) and barrels of oil equivalent<br> (“BOEs”) to reflect natural gas liquids and oil production and sales. BOEs may<br> be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 Bbl is<br> based on an energy equivalency conversion method primarily applicable at the burner tip and<br> does not represent a value equivalency at the wellhead. Given that the value ratio based<br> on the current price of crude oil as compared to natural gas is significantly different from<br> the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as<br> an indication of value. |
|---|---|
| (b) | Discounted<br> and undiscounted net present value of future net revenues attributable to reserves do not<br> represent fair market value. |
| (c) | Possible<br> reserves are those additional reserves that are less certain to be recovered than probable<br> reserves. There is a 10% probability that the quantities actually recovered will equal or<br> exceed the sum of proved plus probable plus possible reserves. |
| (d) | This<br> MD&A and the Company’s other public disclosure contains peak and 30-day initial<br> production rates and other short-term production rates. Readers are cautioned that initial<br> production rates are preliminary in nature and are not necessarily indicative of long-term<br> performance or of ultimate recovery. |
CAUTIONREGARDING FORWARD-LOOKING INFORMATION
This MD&A contains forward-looking information including expectations regarding proposed timing and expected results of development work in the Company’s Tishomingo Field, expected productivity from current and future wells, planned capital expenditure programs and cost estimates, the effect of design and performance improvements on future productivity, planned use and sufficiency of proceeds from the Company’s debt and equity financings, compliance with debt covenants under the Company’s credit facility, cash on hand and cash flows from operating activities and the Company’s strategy and objectives. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements.
| ***Kolibri Global Energy Inc.* |** 19 | Third Quarter 2023 |
| --- |
Such forward-looking information is based on management’s expectations and assumptions, including that the Company’s geologic and reservoir models and analysis will be validated, that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that previous exploration results are indicative of future results and success, that expected production from future wells can be achieved as modeled, declines will match the modeling, future well production rates will be improved over existing wells, that rates of return as modeled can be achieved, that recoveries are consistent with management’s expectations, that additional wells are actually drilled and completed, that design and performance improvements will reduce development time and expense and improve productivity, that discoveries will prove to be economic, that well shut-ins will not materially reduce production or adversely affect future productivity, that anticipated results and estimated costs will be consistent with managements’ expectations, that all required permits and approvals and the necessary labor and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Company, when required, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes are encountered, that the development plans of the Company and its co-venturers will not change, that the demand for oil and gas will be sustained, that the combination of cash on hand and cash flows from operating activities will be sufficient to finance the Company’s cash requirements through 2023, that the Company will continue to be able to access sufficient capital through financings, credit facilities, farm-ins or other participation arrangements to maintain its projects, that the Company will continue in compliance with the covenants under its reserve-based loan facility and that the borrowing base will not be reduced, that the Company will not be adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business and its ability to advance its business strategy.
Forward looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: any of the assumptions on which such forward looking information is based vary or prove to be invalid, including that the Company’s geologic and reservoir models or analysis are not validated, anticipated results and estimated costs will not be consistent with managements’ expectations, that the Company will not achieve a comparable level of hedging going forward in respect of its existing production, that the Company will not achieve the results anticipated by management from the Company’s cost reduction measures, the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration and development projects or capital expenditures; the uncertainty of reserve and resource estimates and projections relating to production, costs and expenses, and health, safety and environmental risks, including flooding and extended interruptions due to inclement or hazardous weather conditions), well shut-ins and the potential for damage to the affected wells, the risk of commodity price and foreign exchange rate fluctuations, risks and uncertainties associated with securing the necessary regulatory approvals and financing to proceed with continued development of the Tishomingo Field, the Company or its subsidiaries is not able for any reason to obtain and provide the information necessary to secure required approvals or that required regulatory approvals are otherwise not available when required, that unexpected geological results are encountered, that completion techniques require further optimization, that production rates do not match the Company’s assumptions, that very low or no production rates are achieved, that the Company will cease to be in compliance with the covenants under its reserve-based loan facility and be required to repay outstanding amounts or that the borrowing base will be reduced pursuant to a borrowing base redetermination and the Company will be required to repay the resulting shortfall, that the Company is unable to access required capital, that occurrences such as those that are assumed will not occur, do in fact occur, and those conditions that are assumed will continue or improve, do not continue or improve and the other risks identified in the Company’s most recent Annual Information Form under the “Risk Factors” section and the Company’s other public disclosure, available under the Company’s profile on SEDAR at www.sedar.com.
Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this MD&A is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
| ***Kolibri Global Energy Inc.* |** 20 | Third Quarter 2023 |
| --- |
CORPORATEINFORMATION
| DIRECTORS AND OFFICERS | |
|---|---|
| David Neuhauser ^1,3^ | |
| Director,<br> Chairman of the Board | |
| Eric Brown ^1,4,5^ | |
| Director | |
| Leslie O’Connor ^2,3,4,5^ | |
| Director | |
| Evan Templeton^2,3,5^ | |
| Director | |
| Douglas Urch ^1,2^ | BANKERS |
| Director | BOK<br> Financial |
| Denver,<br> CO, USA | |
| Wolf Regener ^4^ | ^^ |
| Director,<br> President and Chief Executive Officer | HSBC<br> Bank Canada |
| Calgary,<br> AB | |
| Gary Johnson | |
| Chief<br> Financial Officer and Vice President | CONSULTING ENGINEERS |
| Netherland,<br> Sewell & Associates, Inc. | |
| 1 Member of the Audit Committee | Houston,<br> TX, USA |
| 2 Member of the Corporate Governance Committee | |
| 3 Member of the Compensation Committee | TRANSFER AGENT AND REGISTRAR |
| 4 Member of the HS&E Committee | Computershare<br> Trust Company |
| 5 Member of the Reserves Committee | Calgary,<br> AB |
| STOCK EXCHANGE LISTING | HEAD OFFICE |
| The<br> Toronto Stock Exchange | Suite<br> 220, 925 Broadbeck Drive |
| Trading<br> Symbol: KEI | Thousand<br> Oaks, CA, USA 91320 |
| NASDAQ | Telephone:<br> (805) 484-3613 |
| Trading<br> Symbol: KGEI | Fax:<br> (805) 484-9649 |
| LEGAL COUNSEL | CANADIAN OFFICE |
| DuMoulin<br> Black LLP | 10^th^Floor, 595 Howe Street |
| Vancouver,<br> BC | Vancouver,<br> BC, Canada V6C 2T5 |
| Telephone<br> (604) 687-1224 | |
| Haynes<br> Boone, LLP | Fax:<br> (604) 687-3635 |
| New<br> York, NY, USA |
| ***Kolibri Global Energy Inc.* |** 21 | Third Quarter 2023 |
| --- |
Exhibit99.3
FORM52-109F2
CERTIFICATIONOF INTERIM FILINGS
FULLCERTIFICATE
I, Wolf Regener the Chief Executive Officer of Kolibri Global Energy Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kolibri Global Energy Inc. (the “issuer”) for the interim period ended September 30, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
| A. | designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|---|---|
| I. | material<br> information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are<br> being prepared; and |
| --- | --- |
| II. | information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities<br> legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| B. | designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br> and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| --- | --- |
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2N/A
5.3N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
| Date:<br> November 13, 2023 |
|---|
| “Wolf Regener” |
| Wolf Regener |
| Chief Executive Officer |
Exhibit99.4
FORM52-109F2
CERTIFICATIONOF INTERIM FILINGS
FULLCERTIFICATE
I, Gary Johnson the Chief Financial Officer of Kolibri Global Energy Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kolibri Global Energy Inc. (the “issuer”) for the interim period ended September 30, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
| A. | designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|---|---|
| I. | material<br> information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are<br> being prepared; and |
| --- | --- |
| II. | information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities<br> legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| B. | designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br> and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| --- | --- |
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2N/A
5.3N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
| Date:<br> November 13, 2023 |
|---|
| “Gary Johnson” |
| Gary Johnson |
| Chief Financial Officer |
Exhibit 99.5
| 925<br> Broadbeck Drive, Suite 220<br><br> Thousand Oaks, California 91320<br><br> <br>Phone:<br> (805) 484-3613<br><br> <br><br><br> <br>TSX<br> ticker symbol; KEI<br><br> <br>NASDAQ<br> ticker symbol; KGEI |
|---|
KOLIBRIGLOBAL ENERGY ANNOUNCES THIRD QUARTER
2023NET INCOME OF US$2.3 MILLION AND ADJUSTED EBITDA OF US$9.5 MILLION
THOUSANDOAKS, CALIFORNIA, November 13, 2023 -
All amounts are in U.S. Dollars unless otherwise indicated:
THIRD QUARTER 2023 HIGHLIGHTS
| ● | Average<br> production for the third quarter of 2023 was 2,737 BOEPD, an increase of 61% compared to third quarter 2022 production of 1,702 BOEPD.<br> This increase is due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells, which started production at the<br> end of 2022, and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells, which started production in the last week of June 2023. The<br> production increases were partially offset by production restrictions due to the Company’s gathering system operator, existing<br> wells that were shut-in while completion operations were underway and a few well reworks. These reduced third quarter production<br> by approximately 200 BOEPD |
|---|---|
| ● | Adjusted<br> EBITDA^(1)^ was $9.5 million in the third quarter of 2023 compared to $6.9 million in the third quarter of 2022, an increase<br> of 39%. The increase was primarily due to an increase in production of 61% and lower realized losses on commodity contracts, partially<br> offset by a decrease in average prices of 20% |
| ● | Revenue,<br> net of royalties was $12.7 million in the third quarter of 2023 compared to $9.9 million for the third quarter of 2022, which was<br> an increase of 29%, as production increased by 61% partially offset by a decrease in average prices of 20% |
| ● | Net<br> income for the third quarter of 2023 was $2.3 million and Basic EPS was $0.07/share compared to net income of $9.3 million and Basic<br> EPS of $0.26 for the third quarter of 2022. The decrease was mainly due to an unrealized loss on commodity contracts of $2.6 million<br> in the third quarter of 2023 versus an unrealized gain on commodity contracts of $4.6 million that was recorded in the third quarter<br> of 2022. In addition, the third quarter of 2023 had lower average prices and higher depreciation expense which was offset by higher<br> production compared to the third quarter of 2022 |
| ● | Average<br> netback from operations^(2)^ for the third quarter of 2023 was $43.28/boe, a decrease of 22% from the prior year third quarter<br> due to lower prices in 2023. Average netback including commodity contracts^(2)^ for the third quarter of 2023 was $41.65<br> per boe, a decrease of 16% from the prior year third quarter due to lower prices |
| ● | Production<br> and operating expenses per barrel averaged $7.34 per BOE in the third quarter of 2023 compared to $7.77 per BOE in the third quarter<br> of 2022, a decrease of 6%. The $7.34 per BOE in the third quarter includes prior month costs, which our gathering system operator<br> had underbilled for previous periods. In addition, due to the Company’s recent completion operations, some of the adjacent<br> existing wells are producing additional water, which is expected to decrease over time |
| ● | In<br> October 2023, the credit facility was redetermined with the same $40 million borrowing base. At September 30, 2023, the Company had<br> $15.8 million of available borrowing capacity on its credit agreement and its net debt outstanding was $23.8 million |
| (1) | Adjusted<br> EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release. |
| (2) | Netback<br> from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP<br> Measures” of this earnings release. |
KEI’s President and Chief Executive Officer, Wolf Regener commented:
“We are pleased that the Company continues to grow our operations with third quarter 2023 adjusted EBITDA^(1)^ of $9.5 million, a 39% increase from the prior year quarter. With the Barnes 7-4H and the Barnes 7-5H wells starting production at the beginning of October and the Emery 17-3H, 17-4H and 17-5H wells expected to start production at the beginning of December, we expect a continued increase in our cash flow in the fourth quarter. The Barnes 7-4H well had a thirty-day production rate of 665 BOEPD, and the Barnes 7-5H had a thirty-day production rate of 613 BOEPD.
“We are also continuing to improve the efficiency of our field operations as the Barnes 7-4H and Barnes 7-5H wells had an average total cost of approximately $6 million per well and the 3 Emery wells were drilled at an average time of only 11 days each. This is a dramatic improvement, as we were estimating 20-day wells at the beginning of this year. We expect to start completion operations for the Emery 17-3H, 17-4H and 17-5 wells in the next week and expect them to begin producing in early December. We are excited to apply our new completion technique to the Emery 17-4H well, which is the second well we have drilled in the T-zone, to demonstrate the repeatability of making economic wells in this new formation.
“We have also scheduled to begin drilling the first well in our next 3 well pad in mid-December. The three well pad will consist of two lower Caney wells and one T-zone well.
“Average production for the third quarter of 2023 was 2,737 BOEPD, an increase of 61% compared to third quarter 2022 production of 1,702 BOEPD due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells, which started production at the end of 2022, and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells, which started production in the last week of June 2023, partially offset by the wells that were shut-in during completion operations and the production restrictions from the gathering system operator.
“Adjusted EBITDA^(1)^ was $9.5 million for the third quarter of 2023 compared to $6.9 million for the prior year third quarter, an increase of 39%. The increase was due to the increase in production partially offset by a decrease in average prices.
“Net revenue was $12.7 million in the third quarter of 2023 compared to $9.9 million for third quarter of 2022, which was an increase of 29% due to higher production partially offset by lower prices.
“Net income for the third quarter of 2023 was $2.3 million compared to net income of $9.3 million for the third quarter of 2022. The decrease was mainly due to an unrealized loss on commodity contracts of $2.6 million in the third quarter of 2023 versus an unrealized gain on commodity contracts of $4.6 million that was recorded in the third quarter of 2022. In addition, the third quarter of 2023 had lower average prices and higher depreciation expense, which was offset by higher production compared to the third quarter of 2022.
“Netback from operations^(2)^ decreased to $43.28 per BOE in the third quarter of 2023 compared to $55.16 per BOE in the same period of 2022, a decrease of 22%. Netback including commodity contracts^(2)^ for the third quarter of 2023 was $41.65 per BOE compared to $49.69 in 2022, a decrease of 16% from the prior year period. The 2023 decreases compared to the same periods in the prior year were due to the decrease in average prices.
“Operating expenses averaged $7.34 per BOE in the third quarter of 2023 compared to $7.77 per BOE in the third quarter of 2022, a decrease of 6%. The $7.34 per BOE in the third quarter includes prior month costs, which our gathering system operator had underbilled for previous periods. In addition, due to the Company’s recent completion operations, some of the adjacent existing wells are producing additional water, which is expected to decrease over time.”
| Third Quarter | First Nine Months | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | % | 2023 | 2022 | % | |||||||||
| Net Income: | ||||||||||||||
| $ Thousands | $ | 2,319 | $ | 9,299 | (76 | )% | $ | 14,396 | $ | 13,850 | 4 | % | ||
| $ per basic common share | $ | 0.07 | $ | 0.26 | (73 | )% | $ | 0.41 | $ | 0.39 | 5 | % | ||
| $ per diluted shares | $ | 0.06 | $ | 0.26 | (77 | )% | $ | 0.40 | $ | 0.39 | 3 | % | ||
| Capital Expenditures | $ | 17,247 | $ | 4,940 | 249 | % | $ | 37,177 | $ | 19,913 | 87 | % | ||
| Average Production (Boepd) | 2,737 | 1,702 | 61 | % | 2,780 | 1,563 | 78 | % | ||||||
| Average Price per BOE | $ | 65.05 | $ | 80.89 | (20 | )% | $ | 62.19 | $ | 84.19 | (26 | )% | ||
| Average Netback from operations^(2)^ per Barrel | $ | 43.28 | $ | 55.16 | (22 | )% | $ | 42.48 | $ | 57.05 | (26 | )% | ||
| Average Netback including commodity contracts^(2)^ per Barrel | $ | 41.65 | $ | 49.69 | (16 | )% | $ | 41.00 | $ | 48.50 | (15 | )% | ||
| September 2022 | June 2023 | December 2022 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Cash and Cash Equivalents | $ | 501 | $ | 975 | $ | 1,037 | ||||||||
| Working Capital | $ | (13,093 | ) | $ | (8,274 | ) | $ | (6,569 | ) | |||||
| Borrowing capacity | $ | 15,842 | $ | 21,842 | $ | 6,842 | ||||||||
| (1) | Adjusted EBITDA is considered a non-GAAP measure. Refer to<br>the section entitled “Non-GAAP Measures” of this earnings release. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Netback from operations and netback including commodity contracts<br>are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” of this earnings release. | |||||||||||||
| --- | --- |
Third Quarter 2023 versus Third Quarter 2022
Oil and gas gross revenues totaled $16.4 million in the third quarter of 2023 versus $12.7 million in the third quarter of 2022, an increase of 29%. Oil gross revenues totaled $15.3 million in the third quarter of 2023 versus $10.8 million in the third quarter of 2022. Oil revenues increased $4.5 million or 42% as oil production increased by 66% to 2,083 BOPD partially offset by average oil price decreases of 15%. Natural gas revenues decreased by $0.6 million or 62% as natural gas prices decreased 74% partially offset by production increases of 45%. Natural gas liquids (NGLs) revenues decreased $0.2 million or 18% as NGL prices decreased 44% to $19.84/boe partially offset by production increases of 46%.
Average third quarter 2023 production per day increased 1,035 boepd or 61% from the third quarter of 2022. The increase was due to the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells, which started production at the end of 2022, and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells, which started production in the last week of June 2023, partially offset by the wells that were shut-in during completion operations and the production restrictions from the gathering system operator.
Production and operating expenses increased to $1.6 million in the third quarter of 2023, an increase of 34% due to increased production. Operating expenses averaged $7.34 per BOE for the third quarter of 2023 compared to $7.77 per BOE for the same period in 2022. The $7.34 per BOE in the third quarter includes prior month costs which our gathering system operator had underbilled for previous periods. In addition, due to the Company’s recent completion operations, some of the adjacent existing wells are producing additional water, which is expected to decrease over time.
Depletion and depreciation expense increased $1.9 million or 104% due to increased production and a higher PP&E balance.
General and administrative expenses increased $0.3 million or 29% in the third quarter of 2023 due to higher costs associated with the dual listing process, higher investor relations and marketing costs and increases in payroll costs.
Finance income decreased by $4.6 million in the third quarter of 2023 compared to the third quarter of 2022 due to realized gains on commodity contracts in the third quarter of 2022.
Finance expense increased by $2.5 million in the third quarter due to unrealized losses on commodity contracts in the third quarter of 2023.
FIRST NINE MONTHS 2023 HIGHLIGHTS
| ● | Average<br> production for the nine months ended September 30, 2023 was 2,780 BOEPD, an increase of 78% from the average production of 1,563<br> BOEPD in the same period of 2022. This increase is due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells,<br> which started production at the end of 2022, and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells, which started production in<br> the last week of June 2023, partially offset by the wells that were shut-in during completion operations and the production restrictions<br> from the gathering system operator |
|---|---|
| ● | Adjusted<br> EBITDA^(1)^ was $28.6 million for the nine months ended September 30, 2023 compared to $18.3 million for the prior year<br> period, an increase of 57%. The increase was primarily due to an increase in production of 78% partially offset by a decrease in<br> average prices of 26% |
| ● | Revenue,<br> net of royalties was $37.2 million in the first nine months of 2023 compared to $27.8 million for the first nine months of 2022,<br> which was an increase of 34%, as production increased by 78% partially offset by a decrease in average prices of 26% |
| ● | Net<br> income for the first nine months of 2023 was $14.5 million and Basic EPS was $0.41/share compared to $13.9 million and Basic EPS<br> of $0.39/share for the first nine months of 2022 primarily due to an increase in production, partially offset by a decrease in average<br> prices and higher depreciation expense |
| ● | Average<br> netback from operations^(2)^ for the first nine months of 2023 was $42.48/boe, a decrease of 26% from the prior year period<br> due to lower prices in 2023. Netback including commodity contracts^(2)^ for the first nine months of 2023 was $41.00/boe<br> which was 15% lower than the prior year period |
| --- | --- |
| ● | Production<br> and operating expenses per barrel averaged $6.47 per BOE in the first nine months of 2023 compared to $8.17 per BOE in the first<br> nine months of 2022 due to increased production which reduced the per barrel fixed costs |
| (1) | Adjusted<br> EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release. |
| (2) | Netback<br> from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP<br> Measures” of this earnings release. |
First Nine Months of 2023 versus First Nine Months of 2022
Oil and gas gross revenues totaled $47.2 million in the first nine months of 2023 versus $35.9 million in the first nine months of 2022, an increase of 31%. Oil revenues were $43.5 million in the first nine months of 2023 versus $31.3 million in the same period of 2022, an increase of 39%, as average production increased by 86% partially offset by a decrease in oil prices of 25%. Natural gas revenues decreased $0.7 million or 34% due to an average natural gas price decrease of 57% partially offset by a 55% increase in natural gas production. NGL revenue decreased $0.2 million or 9% due to an average NGL price decrease of 43% partially offset by an increase in NGL production of 59% in the first nine months of 2023 compared to the comparable prior year period.
Average production per day for the first nine months of 2023 increased 78% to 2,780 boepd from the prior year comparable period. This increase is due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of 2022 and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells which started production in the last week of June 2023, partially offset by the wells that were shut-in during completion operations and the production restrictions from the gathering system operator.
Production and operating expenses increased to $4.3 million or 24% in the first nine months of 2023 compared to the prior year period. Production and operating expenses per barrel averaged $6.47 per BOE in the first nine months of 2023 compared to $8.17 per BOE in the first nine months of 2022 due to increased production which reduced the per barrel fixed costs.
Depletion and depreciation expense increased $6.4 million due to increased production and a higher PP&E balance.
General and administrative expenses increased $0.7 million or 28% in the first nine months of 2023 due to higher costs associated with the dual listing process, higher investor relations and marketing costs and increases in payroll costs.
Finance income decreased by $1.6 million due to unrealized gains on financial commodity contracts recorded in the first nine months of 2022.
Finance expense decreased $1.2 million in the first nine months of 2023 due to lower realized losses on commodity contracts partially offset by higher interest expense.
KOLIBRIGLOBAL ENERGY INC.
CONDENSEDCONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited,Expressed in Thousands of United States Dollars)
($000except as noted)
| September 30 | December 31 | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 501 | $ | 1,037 | ||
| Trade and other receivables | 5,405 | 5,773 | ||||
| Other current assets | 1,094 | 670 | ||||
| 7,000 | 7,480 | |||||
| Non-current assets | ||||||
| Property, plant and equipment | 203,217 | 176,554 | ||||
| Right of use assets | 1,528 | 48 | ||||
| 204,745 | 176,602 | |||||
| Total Assets | $ | 211,745 | $ | 184,082 | ||
| Current Liabilities | ||||||
| Trade and other payables | 16,995 | $ | 12,596 | |||
| Lease payable | 1,116 | 32 | ||||
| Fair value of commodity contracts | 1,982 | 1,421 | ||||
| 20,093 | 14,049 | |||||
| Non-current liabilities | ||||||
| Loans and borrowings | 23,809 | 17,799 | ||||
| Asset retirement obligations | 1,873 | 1,425 | ||||
| Lease payable | 364 | 17 | ||||
| Fair value of commodity contracts | 294 | 594 | ||||
| 26,340 | 19,835 | |||||
| Equity | ||||||
| Share capital | 296,232 | 296,221 | ||||
| Contributed surplus | 23,874 | 23,254 | ||||
| Deficit | (154,794 | ) | (169,277 | ) | ||
| Total Equity | 165,312 | 150,198 | ||||
| Total Equity and Liabilities | $ | 211,745 | $ | 184,082 |
KOLIBRIGLOBAL ENERGY INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited,expressed in Thousands of United States dollars, except per share amounts)
($000except as noted)
| Third Quarter | First Nine Months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Oil and natural gas revenue, net | $ | 12,746 | $ | 9,851 | $ | 37,153 | $ | 27,826 | ||||
| Other income | 1 | 16 | 2 | 45 | ||||||||
| 12,747 | 9,867 | 37,155 | 27,871 | |||||||||
| Production and operating expenses | 1,628 | 1,216 | 4,328 | 3,487 | ||||||||
| Depletion and depreciation expense | 3,790 | 1,860 | 11,503 | 5,086 | ||||||||
| General and administrative expenses | 1,170 | 905 | 3,121 | 2,435 | ||||||||
| Stock based compensation | 157 | 75 | 531 | 232 | ||||||||
| 6,745 | 4,056 | 19,483 | 11,240 | |||||||||
| Finance income | - | 4,648 | - | 1,611 | ||||||||
| Finance expense | (3,683 | ) | (1,160 | ) | (3,189 | ) | (4,392 | ) | ||||
| Net income | 2,319 | 9,299 | 14,483 | 13,850 | ||||||||
| Net income per basic share | $ | 0.07 | $ | 0.26 | $ | 0.41 | $ | 0.39 |
KOLIBRIGLOBAL ENERGY INC.
THIRDQUARTER 2023
(Unaudited,expressed in Thousands of United States dollars, except as noted)
| Third Quarter | First Nine Months | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Oil revenue before royalties | $ | 15,270 | 10,773 | 43,537 | 31,317 | |||
| Gas revenue before royalties | 390 | 1,020 | 1,437 | 2,161 | ||||
| NGL revenue before royalties | 718 | 873 | 2,224 | 2,443 | ||||
| Oil and Gas gross revenue | 16,378 | 12,666 | 47,198 | 35,921 | ||||
| Adjusted EBITDA^(1)^ | 9,536 | 6,874 | 28,578 | 18,258 | ||||
| Additions to property, plant & equipment | 17,247 | 4,940 | 37,177 | 19,913 |
Statistics:
| Third<br> Quarter | First<br> Nine Months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Average oil production<br> (Bopd) | 2,083 | 1,252 | 2,110 | 1,137 | ||||||||
| Average natural gas production<br> (mcf/d) | 1,565 | 1,083 | 1,698 | 1,093 | ||||||||
| Average NGL production (Boepd) | 393 | 269 | 387 | 244 | ||||||||
| Average production (Boepd) | 2,737 | 1,702 | 2,780 | 1,563 | ||||||||
| Average oil price ($/bbl) | $ | 79.70 | $ | 93.52 | $ | 75.57 | $ | 100.91 | ||||
| Average natural gas price ($/mcf) | $ | 2.71 | $ | 10.24 | $ | 3.10 | $ | 7.24 | ||||
| Average NGL price ($/bbl) | $ | 19.84 | $ | 35.33 | $ | 21.04 | $ | 36.63 | ||||
| Average price (Boe) | $ | 65.04 | $ | 80.89 | $ | 62.19 | $ | 84.19 | ||||
| Royalties (Boe) | 14.42 | 17.96 | 13.24 | 18.97 | ||||||||
| Operating<br> expenses (Boe) | 7.34 | 7.77 | 6.47 | 8.17 | ||||||||
| Netback from operations^(2)^(Boe) | $ | 43.28 | $ | 55.16 | $ | 42.48 | $ | 57.05 | ||||
| Price<br> impact from commodity contracts^(3)^ (Boe) | (1.63 | ) | (5.47 | ) | (1.48 | ) | (8.55 | ) | ||||
| Netback<br> including commodity contracts^(2)^ (Boe) | $ | 41.65 | $ | 49.69 | $ | 41.00 | $ | 48.50 | ||||
| (1) | Adjusted<br> EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release. | |||||||||||
| --- | --- | |||||||||||
| (2) | Netback<br> from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP<br> Measures” of this earnings release. | |||||||||||
| (3) | Price<br> impact from commodity contracts includes the positive or negative adjustment to the average price per barrel that the Company realized<br> from its commodity contracts. |
The information outlined above is extracted from and should be read in conjunction with the Company’s unaudited financial statements for the three and nine months ended September 30, 2022 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.
NON-GAAPMEASURES
Netback from operations, netback including commodity contracts and adjusted EBITDA (collectively, the “Company’s Non-GAAP Measures”) are not measures or ratios recognized under Canadian generally accepted accounting principles (“GAAP”) and do not have any standardized meanings prescribed by IFRS. Management of the Company believes that such measures and ratios are relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. The Company’s Non-GAAP Measures may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures and ratios as reported by such organizations. The Company’s Non-GAAP Measures should not be construed as alternatives to net income, cash flows related to operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, as an indicator of the Company’s performance.
An explanation of how the Company’s Non-GAAP Measures provide useful information to an investor and the purposes for which the Company’s management uses the Non-GAAP Measures is set out in the management’s discussion and analysis under the heading “Non-GAAP Measures” which is available under the Company’s profile at www.sedar.com and is incorporated by reference into this earnings release.
Netback from operations per barrel and its components are calculated by dividing revenue, less royalties and operating expenses by the Company’s sales volume during the period. Netback including commodity contracts is calculated by adjusting netback from operations by the realized gains or losses received from commodity contracts during the period. The following is the reconciliation of the non-GAAP ratio netback from operations to net income (loss) from continuing operations, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company’s financial statements:
| (US $000) | Three months ended <br><br>September 30, | Nine months ended <br><br>September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income | 2,319 | 9,299 | 14,483 | 13,850 | ||||||||
| Adjustments: | ||||||||||||
| Finance income | - | (4,648 | ) | - | (1,611 | ) | ||||||
| Finance expense | 3,683 | 1,160 | 3,189 | 4,392 | ||||||||
| Share based compensation | 157 | 75 | 531 | 232 | ||||||||
| General and administrative expenses | 1,170 | 905 | 3,121 | 2,435 | ||||||||
| Depletion, depreciation and amortization | 3,790 | 1,860 | 11,503 | 5,086 | ||||||||
| Other income | (1 | ) | (16 | ) | (2 | ) | (45 | ) | ||||
| Operating netback | 11,118 | 8,635 | 32,825 | 24,339 | ||||||||
| Netback from operations per BOE | 43.28 | 55.16 | 42.48 | 57.05 |
Adjusted EBITDA is calculated as net income before interest, taxes, depletion and depreciation and other non-cash and non-operating gains and losses. The Company considers this a key measure as it demonstrates its ability to generate cash from operations necessary for future growth excluding non-cash items, gains and losses that are not part of the normal operations of the Company and financing costs. The following is the reconciliation of the non-GAAP measure adjusted EBITDA:
| (US $000) | Three months ended <br><br>September 30, | Nine months ended <br><br>September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income | 2,319 | 9,299 | 14,483 | 13,850 | ||||||||
| Depletion and depreciation | 3,790 | 1,860 | 11,503 | 5,086 | ||||||||
| Accretion | 40 | 8 | 129 | 20 | ||||||||
| Interest expense | 651 | 281 | 1,511 | 718 | ||||||||
| Unrealized (gain) loss on commodity contracts | 2,579 | (4,648 | ) | 412 | (1,608 | ) | ||||||
| Share based compensation | 157 | 75 | 531 | 232 | ||||||||
| Interest income | - | - | - | (3 | ) | |||||||
| Other income | (1 | ) | (16 | ) | (2 | ) | (45 | ) | ||||
| Foreign currency (gain) loss | 1 | 15 | 11 | 8 | ||||||||
| Adjusted EBITDA | 9,536 | 6,874 | 28,578 | 18,258 |
CautionaryStatements
In this news release and the Company’s other public disclosure:
| (a) | The<br> Company’s natural gas production is reported in thousands of cubic feet (“Mcfs”). The Company also uses<br> references to barrels (“Bbls”) and barrels of oil equivalent (“Boes”) to reflect natural gas<br> liquids and oil production and sales. Boes may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 Mcf:1<br> Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency<br> at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different<br> from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. |
|---|---|
| (b) | Discounted<br> and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value. |
| (c) | Possible<br> reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that<br> the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves. |
| (d) | The<br> Company discloses peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that such<br> production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. |
CautionRegarding Forward-Looking Information
This release contains forward-looking information including information regarding the proposed timing and expected results of exploratory and development work including production from the Company’s Tishomingo field, Oklahoma acreage, expectations regarding cash flow, the Company’s reserves based loan facility, including scheduled repayments, expected hedging levels and the Company’s strategy and objectives. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements.
Such forward-looking information is based on management’s expectations and assumptions, including that the Company’s geologic and reservoir models and analysis will be validated, that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that previous exploration results are indicative of future results and success, that expected production from future wells can be achieved as modeled and that declines will match the modeling, that future well production rates will be improved over existing wells, that rates of return as modeled can be achieved, that recoveries are consistent with management’s expectations, that additional wells are actually drilled and completed, that design and performance improvements will reduce development time and expense and improve productivity, that discoveries will prove to be economic, that anticipated results and estimated costs will be consistent with managements’ expectations, that all required permits and approvals and the necessary labor and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Company, when required, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes are encountered, that the development plans of the Company and its co-venturers will not change, that the demand for oil and gas will be sustained, that the Company will continue to be able to access sufficient capital through financings, credit facilities, farm-ins or other participation arrangements to maintain its projects, that the Company will continue in compliance with the covenants under its reserves-based loan facility and that the borrowing base will not be reduced, that funds will be available from the Company’s reserves based loan facility when required to fund planned operations, that the Company will not be adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business and its ability to advance its business strategy.
Forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: any of the assumptions on which such forward-looking information is based vary or prove to be invalid, including that the Company’s geologic and reservoir models or analysis are not validated, anticipated results and estimated costs will not be consistent with management’s expectations, the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration and development projects or capital expenditures; the uncertainty of reserve and resource estimates and projections relating to production, costs and expenses, and health, safety and environmental risks including flooding and extended interruptions due to inclement or hazardous weather), the risk of commodity price and foreign exchange rate fluctuations, risks and uncertainties associated with securing the necessary regulatory approvals and financing to proceed with continued development of the Tishomingo Field, the Company or its subsidiaries is not able for any reason to obtain and provide the information necessary to secure required approvals or that required regulatory approvals are otherwise not available when required, that unexpected geological results are encountered, that completion techniques require further optimization, that production rates do not match the Company’s assumptions, that very low or no production rates are achieved, that the Company will cease to be in compliance with the covenants under its reserves-based loan facility and be required to repay outstanding amounts or that the borrowing base will be reduced pursuant to a borrowing base re-determination and the Company will be required to repay the resulting shortfall, that the Company is unable to access required capital, that funding is not available from the Company’s reserves based loan facility at the times or in the amounts required for planned operations, that occurrences such as those that are assumed will not occur, do in fact occur, and those conditions that are assumed will continue or improve, do not continue or improve and the other risks identified in the Company’s most recent Annual Information Form under the “Risk Factors” section, the Company’s most recent management’s discussion and analysis and the Company’s other public disclosure, available under the Company’s profile on SEDAR at www.sedar.com.
With respect to estimated reserves, the evaluation of the Company’s reserves is based on a limited number of wells with limited production history and includes a number of assumptions relating to factors such as availability of capital to fund required infrastructure, commodity prices, production performance of the wells drilled, successful drilling of infill wells, the assumed effects of regulation by government agencies and future capital and operating costs. All of these estimates will vary from actual results. Estimates of the recoverable oil and natural gas reserves attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, may vary. The Company’s actual production, revenues, taxes, development and operating expenditures with respect to its reserves will vary from such estimates, and such variances could be material. In addition to the foregoing, other significant factors or uncertainties that may affect either the Company’s reserves or the future net revenue associated with such reserves include material changes to existing taxation or royalty rates and/or regulations, and changes to environmental laws and regulations.
Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this release is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
AboutKolibri Global Energy Inc.
KolibriGlobal Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil and gas. Through varioussubsidiaries, the Company owns and operates energy properties in the United States. The Company continues to utilize its technical andoperational expertise to identify and acquire additional projects in oil, gas and clean and sustainable energy. The Company’s sharesare traded on the Toronto Stock Exchange under the stock symbol KEI and on the NASDAQ under the stock symbol KGEI.
Forfurther information, contact:
Wolf E. Regener, President and Chief Executive Officer +1 (805) 484-3613
Email: investorrelations@kolibrienergy.com
Website: www.kolibrienergy.com