CALGARY,
AB, Oct. 30, 2023 /CNW/ - Topaz Energy Corp.
(TSX: TPZ) ("Topaz" or the "Company") is pleased to announce
financial results for the third quarter of 2023, a Clearwater royalty and infrastructure
acquisition and declaration of the fourth quarter dividend at
$0.31 per share. Select
financial information is outlined below and should be read in
conjunction with Topaz's interim consolidated financial statements
and related management's discussion and analysis ("MD&A") as at
and for the three and nine months ended September 30, 2023, which are available on SEDAR+
at www.sedarplus.ca and on Topaz's website at
www.topazenergy.ca.
Highlights
- Generated 15% higher Q3 2023 revenue and other income
($85.8 million or $0.59 per basic and diluted share(2))
relative to Q2 2023, comprised of $67.6
million (79%) royalty production revenue and $18.1 million (21%) infrastructure processing
revenue and other income.
- Q3 2023 cash flow of $74.7
million or $0.52 per basic and
diluted share(2) was 11% higher than Q2 2023. During the
third quarter Topaz generated free cash flow (FCF)(1) of
$72.4 million ($0.50 per basic and diluted share(2))
and an 84% FCF Margin(1).
- Royalty production averaged 18,556 boe/d(4) in Q3
2023 and 18,617 boe/d(4) YTD 2023, 13% higher relative
to YTD 2022. Since the completion of the Deltastream royalty
acquisition one year ago (effective October
1, 2022), Topaz's royalty production(5) has
increased 5% per basic and diluted share(2). The growth
is entirely attributed to operator development, at no cost to
Topaz.
- Topaz continues to see a reliable and meaningful share of WCSB
production and drilling activity across its royalty
portfolio. YTD 2023, the operator working interest production
across Topaz's royalty acreage represented approximately 8% of
total WCSB production(12), and YTD 2023, the 430 gross
wells spud across Topaz's acreage represented approximately 13% of
the total rig releases across the WCSB(13).
- Paid a $0.31 per share dividend
during the third quarter ($1.24 per
share annualized(10)) which represents a 5.7% trailing
annualized yield to the third quarter average share
price(8). On October 30,
2023, Topaz's Board declared the fourth quarter dividend
payment at $0.31 per share.
- Utilized Excess FCF(1) to date in 2023 to
reduce net debt(1) by $42.7
million (11%) and fund $40.0
million of acquisitions.
- Entered into definitive agreements for a $26.3 million acquisition of infrastructure and
royalty assets in the Clearwater
area.
Third Quarter 2023 Update
Financial Overview
- During Q3 2023, Topaz generated cash flow of $74.7 million ($0.52 per basic and diluted share(2)),
11% higher than Q2 2023. Q3 2023 AECO (5A) pricing was 6%
higher, NYMEX WTI was 11% higher and average royalty production
increased 1%.
- During the third quarter, Topaz paid $44.8 million in dividends, representing a
60% payout ratio(1) and generated $27.6 million of Excess FCF(1)
($0.19 per basic and diluted
share(2)) which was used to fund acquisitions.
- Topaz exited Q3 2023 with $363.2
million of net debt(1), $42.7 million (11%) lower than YE 2022. As
at October 30, 2023, Topaz has
approximately $600.0 million of
available credit capacity(6) which provides financial
flexibility for strategic growth opportunities.
Royalty Activity
- Topaz's Q3 2023 royalty production increased 13% from Q3 2022
to 18,556 boe/d(4) (including new record total liquids
royalty production of 5,675 bbl/d(4)). Q3 2023 royalty
production was 31% total liquids, 3% higher than Q2 2023.
Intermittently during the first half of Q3 2023, wildfires
throughout Alberta and
British Columbia required certain
Topaz and third-party infrastructure to be shut-in, and also
restricted completion operations of certain operator development
activity.
- During the third quarter, operators spud 160 gross wells (6.1
net)(7), a 51% increase in gross wells spud from Q2
2023. YTD 2023, 430 gross wells (16.9 net) were spud(7),
a 5% increase from the prior year. 92 gross wells (3.2 net) of the
160 gross wells spud(7) during Q3 2023 were not yet
brought on production at the end of the quarter.
- Average realized commodity prices (before hedging) for the
third quarter were C$2.53/mcf for
natural gas, C$103.58/bbl for crude
oil, C$89.78/bbl for heavy oil and
C$95.95 for natural gas liquids,
generating $67.6 million of royalty
production revenue.
- Third quarter drilling activity (160 gross wells
spud(7)) was diversified across Topaz's portfolio as
follows: 68 Clearwater, 37 NEBC Montney, 30 Deep Basin, 16 Peace
River, 3 Central Alberta and 6
SE Saskatchewan/Manitoba.
YTD 2023, 272 of the 430 gross wells spud(7) (63%)
across Topaz's royalty acreage were in the Clearwater and NEBC Montney, Topaz's
high-growth areas. Average YTD 2023 royalty production from
these combined areas has increased 34% from YTD 2022.
- Based on planned operator drilling activity, Topaz expects that
the current 26 to 28 active drilling rigs on its royalty acreage
will be maintained through the fourth quarter(3).
Infrastructure Activity
- Generated $18.1 million in
processing revenue and other income which was 7% higher than Q2
2023 due to strong capacity utilization and the Wembley infrastructure acquisition. In
Q3 2023, Topaz incurred $1.0 million
in operating expenses and $1.7
million in maintenance-related capital expenditures.
The infrastructure assets generated 99% utilization and a 95%
operating margin(11) during Q3 2023.
Acquisition Activity
- On July 31, 2023, Topaz invested
$39.5 million in 49.9% non-operated
working interests in a newly constructed and commissioned 15 mmcf/d
sweet natural gas processing facility and associated 1,500 bbl/d
crude oil battery in the Wembley
area which are supported by 100%, 15-year fixed take-or-pay
agreements; in addition to gross overriding royalty interests on
over 17,000 gross acres within the Charlie Lake and Clearwater operating areas in Alberta.
- On October 25, 2023, Topaz
entered into definitive agreements for a $26.3 million investment with a Canadian energy
producer, for a new 7% gross overriding royalty and supporting
capital commitment, on approximately 20,000 gross acres in the West
Nipisi area ("New Clearwater Royalty Lands"); and a 99% working
interest in a planned natural gas gathering system that is
supported by a long-term fixed take-or-pay and cumulative volume
commitment ("Clearwater Natural Gas Gathering Infrastructure"). The
Clearwater Natural Gas Gathering Infrastructure will be funded by
Topaz upon final commissioning of the pipeline, which is targeted
for completion late 2024, and is designed to conserve natural gas
across Topaz's existing West Marten Hills royalty acreage, which
Topaz anticipates will increase Topaz's existing royalty production
revenue up to $0.5 million in 2025,
and meaningfully reduce CO2 emissions in the area. The
Clearwater Natural Gas Gathering Infrastructure is anticipated to
generate $3.7 million in
infrastructure processing revenue for Topaz in 2025(3),
and Topaz also expects to generate incremental royalty production
revenue from the New Clearwater Royalty Lands.
Dividend
- Topaz's Board has declared the fourth quarter 2023 dividend at
$0.31 per share which is expected to
be paid on December 29, 2023, to
shareholders of record on December 15,
2023. The quarterly cash dividend is designated as an
"eligible dividend" for Canadian income tax purposes and the
annualized dividend of $1.24 per
share(10) provides a 5.7% yield to Topaz's current share
price(9).
Guidance Outlook
2023 Guidance Update
- Topaz's previously announced full-year guidance estimates are
unchanged and for the fourth quarter of 2023, Topaz estimates
royalty production of 18,800 – 19,000 boe/d (30% total liquids) and
estimates it will generate $17.0 to
$18.0 million of processing revenue
and other income. Topaz estimates its 2023 exit net debt will be
approximately $335.0 million before
any acquisitions, which represents an 18% reduction from YE
2022.
2024 Guidance Estimates
- Topaz anticipates that the operators across its royalty acreage
will continue to maintain 20 – 30 active rigs through 2024 and has
established preliminary 2024 guidance estimates, subject to its key
operators' final 2024 capital budgets and/or operational, weather
or wildfire-related issues that may impact 2024 production. Topaz
estimates 2024 average annual royalty production of 18,800 – 19,600
boe/d and estimates its 2024 processing revenue and other income
between $69.0 and $71.0 million. Based on current commodity pricing
and before consideration of acquisitions, Topaz expects to exit
2024 with net debt(1) between $195.0 and $205.0
million.
2024 Guidance
Estimates(3)(14)
$mm except
boe/d
|
Annual average royalty
production (boe/d)(4)
|
18,800 –
19,600
|
Royalty production
natural gas weighting (%)(4)
|
~70%
|
Infrastructure revenue
and other income
|
$69.0 -
$71.0mm
|
Capital expenditures
(excluding acquisitions)
|
$4.0 –
$5.0mm
|
Dividend ($1.24 per
share)(10)
|
~$180.0mm
|
Dividend payout
ratio(1)
|
55% - 60%
|
YE 2024 net
debt(1)
|
$195.0 –
$205.0mm
|
YE 2024 net debt to
EBITDA(1)
|
~0.6x
|
Additional information
Additional information about Topaz, including the interim
consolidated financial statements and management's discussion and
analysis as at and for the three and nine months ended September 30, 2023 are available on SEDAR+ at
www.sedarplus.ca under the Company's profile, and on Topaz's
website, www.topazenergy.ca.
Q3 2023 CONFERENCE CALL
Topaz will host a conference call tomorrow, Tuesday,
October 31, 2023 starting at 6:00 a.m.
MST (8:00 a.m. EST). To
participate in the conference call, please dial 1-888-664-6392
(North American toll free) a few minutes prior to the call.
Conference ID is 52087367.
ABOUT THE COMPANY
Topaz is a unique royalty and infrastructure energy company
focused on generating FCF(1) growth and paying reliable
and sustainable dividends to its shareholders, through its
strategic relationship with Canada's largest and most active natural gas
producer, Tourmaline Oil Corp. ("Tourmaline"), an investment-grade
senior Canadian E&P company, and leveraging industry
relationships to execute complementary acquisitions from other
high-quality energy companies, while maintaining its commitment to
environmental, social and governance best practices. Topaz focuses
on top-quartile energy resources and assets best positioned to
attract capital in order to generate sustainable long-term growth
and profitability.
The Topaz royalty and energy infrastructure revenue streams are
generated primarily from assets operated by natural gas producers
with some of the lowest greenhouse gas emissions intensity in the
Canadian senior upstream sector, including Tourmaline, which has
received awards for environmental sustainability and conservation
efforts. Certain of these producers have set long-term emissions
reduction targets and continue to invest in technology to improve
environmental sustainability.
Topaz's common shares are listed and posted for trading on the
TSX under the trading symbol "TPZ" and it is included in the
S&P/TSX Composite Index. This is the headline index for
Canada and is the principal
benchmark measure for the Canadian equity markets, represented by
the largest companies on the TSX.
For further information, please visit the Company's website
www.topazenergy.ca. Topaz's SEDAR+ filings are
available at www.sedarplus.ca.
Selected Financial
Information
|
|
For the
periods ended ($000s) except per share
|
YTD
2023
|
YTD
2022
|
Q3
2023
|
Q2
2023
|
Q1
2023
|
Q4
2022
|
Q3
2022
|
|
Royalty
production revenue
|
186,220
|
226,002
|
67,629
|
57,667
|
60,924
|
77,809
|
65,482
|
|
Processing
revenue
|
41,349
|
39,083
|
14,381
|
13,397
|
13,571
|
13,841
|
13,098
|
|
Other
income(4)
|
11,068
|
8,919
|
3,762
|
3,616
|
3,690
|
3,993
|
3,099
|
|
Total
|
238,637
|
274,004
|
85,772
|
74,680
|
78,185
|
95,643
|
81,679
|
|
Cash
expenses:
|
|
|
|
|
|
|
|
|
Operating
|
(5,917)
|
(4,589)
|
(955)
|
(3,022)
|
(1,940)
|
(1,785)
|
(1,587)
|
|
Marketing
|
(1,084)
|
(1,548)
|
(400)
|
(315)
|
(369)
|
(486)
|
(420)
|
|
General
and administrative
|
(4,882)
|
(4,612)
|
(1,490)
|
(1,823)
|
(1,569)
|
(1,828)
|
(1,699)
|
|
Realized
gain (loss) on financial instruments
|
8,980
|
(9,049)
|
(761)
|
4,945
|
4,796
|
1,614
|
2,624
|
|
Interest
expense
|
(21,820)
|
(6,716)
|
(7,495)
|
(6,987)
|
(7,338)
|
(6,885)
|
(2,669)
|
|
Cash
flow
|
213,914
|
247,490
|
74,671
|
67,478
|
71,765
|
86,273
|
77,928
|
|
Per basic
share(1)(2)
|
$1.48
|
$1.74
|
$0.52
|
$0.47
|
$0.50
|
$0.60
|
$0.54
|
|
Per diluted
share(1)(2)
|
$1.48
|
$1.73
|
$0.52
|
$0.47
|
$0.50
|
$0.60
|
$0.54
|
|
Cash from operating
activities
|
224,153
|
248,664
|
65,190
|
73,304
|
85,659
|
69,214
|
99,972
|
|
Per basic
share(1)(2)
|
$1.55
|
$1.75
|
$0.45
|
$0.51
|
$0.59
|
$0.48
|
$0.69
|
|
Per diluted
share(1)(2)
|
$1.55
|
$1.74
|
$0.45
|
$0.51
|
$0.59
|
$0.48
|
$0.69
|
|
Net income
|
28,009
|
80,261
|
10,750
|
9,366
|
7,893
|
19,094
|
19,380
|
|
Per basic
share(2)
|
$0.19
|
$0.57
|
$0.07
|
$0.06
|
$0.05
|
$0.13
|
$0.13
|
|
Per diluted
share(2)
|
$0.19
|
$0.56
|
$0.07
|
$0.06
|
$0.05
|
$0.13
|
$0.13
|
|
EBITDA(7)
|
235,259
|
254,021
|
81,996
|
74,316
|
78,947
|
93,006
|
80,463
|
|
Per basic
share(1)(2)
|
$1.63
|
$1.79
|
$0.57
|
$0.51
|
$0.55
|
$0.65
|
$0.56
|
|
Per diluted
share(1)(2)
|
$1.62
|
$1.78
|
$0.57
|
$0.51
|
$0.54
|
$0.64
|
$0.56
|
|
FCF(1)
|
210,059
|
244,907
|
72,390
|
66,379
|
71,290
|
85,018
|
77,002
|
|
Per basic
share(1)(2)
|
$1.45
|
$1.72
|
$0.50
|
$0.46
|
$0.49
|
$0.59
|
$0.53
|
|
Per diluted
share(1)(2)
|
$1.45
|
$1.72
|
$0.50
|
$0.46
|
$0.49
|
$0.59
|
$0.53
|
|
FCF
Margin(1)
|
88 %
|
89 %
|
84 %
|
89 %
|
91 %
|
89 %
|
94 %
|
|
Dividends
paid
|
131,469
|
114,044
|
44,805
|
43,355
|
43,309
|
43,244
|
40,364
|
|
Per
share(1)(6)
|
$0.91
|
$0.80
|
$0.31
|
$0.30
|
$0.30
|
$0.30
|
$0.28
|
|
Payout
ratio(1)
|
61 %
|
46 %
|
60 %
|
64 %
|
60 %
|
50 %
|
52 %
|
|
Excess
FCF(1)
|
78,590
|
130,863
|
27,585
|
23,024
|
27,981
|
41,774
|
36,638
|
|
Capital
expenditures
|
3,855
|
2,583
|
2,281
|
1,099
|
475
|
1,255
|
926
|
|
Acquisitions, excl.
decommissioning obligations(1)
|
39,988
|
428,101
|
39,505
|
447
|
36
|
7,538
|
328,285
|
|
Weighted average shares
– basic(3)
|
144,437
|
142,004
|
144,535
|
144,438
|
144,336
|
144,153
|
144,008
|
|
Weighted average shares
– diluted(3)
|
144,950
|
142,735
|
145,114
|
144,990
|
144,943
|
144,976
|
144,728
|
|
Average Royalty
Production(5)
|
|
|
|
|
|
|
|
|
Natural
gas (mcf/d)
|
78,570
|
75,829
|
77,291
|
77,564
|
80,880
|
77,770
|
75,597
|
|
Light and
medium crude oil (bbl/d)
|
1,706
|
1,456
|
1,674
|
1,717
|
1,727
|
1,704
|
1,516
|
|
Heavy
crude oil (bbl/d)
|
2,648
|
1,224
|
2,861
|
2,582
|
2,496
|
2,512
|
1,288
|
|
Natural
gas liquids (bbl/d)
|
1,168
|
1,110
|
1,140
|
1,185
|
1,179
|
1,170
|
1,081
|
|
Total
(boe/d)
|
18,617
|
16,430
|
18,556
|
18,411
|
18,884
|
18,349
|
16,485
|
|
Realized Commodity
Prices(5)
|
|
|
|
|
|
|
|
|
Natural
gas ($/mcf)
|
$2.72
|
$5.37
|
$2.53
|
$2.38
|
$3.23
|
$4.77
|
$4.08
|
|
Light and
medium crude oil ($/bbl)
|
$93.86
|
$116.93
|
$103.58
|
$90.61
|
$87.50
|
$100.67
|
$112.31
|
|
Heavy
crude oil ($/bbl)
|
$75.71
|
$101.99
|
$89.78
|
$73.87
|
$61.15
|
$72.33
|
$91.69
|
|
Natural
gas liquids ($/bbl)
|
$92.38
|
$113.30
|
$95.95
|
$86.73
|
$94.58
|
$104.18
|
$106.40
|
|
Total
($/boe)
|
$36.64
|
$50.39
|
$39.61
|
$34.42
|
$35.85
|
$46.09
|
$43.17
|
|
Benchmark
Pricing
|
|
|
|
|
|
|
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
AECO 5A
(CAD$/mcf)
|
$2.76
|
$5.38
|
$2.60
|
$2.45
|
$3.23
|
$5.11
|
$4.16
|
|
AECO 7A
(CAD$/mcf)
|
$3.00
|
$5.56
|
$2.30
|
$2.34
|
$4.35
|
$5.58
|
$5.82
|
|
Westcoast
station 2 (CAD$/mcf)
|
$2.32
|
$4.87
|
$2.19
|
$1.89
|
$2.90
|
$3.22
|
$3.10
|
|
Crude oil
|
|
|
|
|
|
|
|
|
NYMEX WTI
(USD$/bbl)
|
$77.39
|
$98.09
|
$82.18
|
$73.75
|
$76.11
|
$82.64
|
$91.56
|
|
Edmonton
Par (CAD$/bbl)
|
$101.12
|
$123.62
|
$108.16
|
$95.52
|
$99.55
|
$110.32
|
$116.96
|
|
WCS
differential (USD$/bbl)
|
$17.81
|
$15.77
|
$12.91
|
$15.07
|
$25.41
|
$25.63
|
$19.85
|
|
Natural gas
liquids
|
|
|
|
|
|
|
|
|
Edmonton
Condensate (CAD$/bbl)
|
$101.48
|
$123.35
|
$103.51
|
$95.61
|
$105.13
|
$111.41
|
$112.49
|
|
CAD$/USD$
|
$0.7434
|
$0.7797
|
$0.7459
|
$0.7446
|
$0.7396
|
$0.7365
|
$0.7660
|
|
Selected statement
of financial position results ($000s) except share
amounts
|
|
|
At Sept. 30,
2023
|
At
Jun.
30,
2023
|
At
Mar.
31,
2023
|
At
Dec.
31,
2022
|
At Sept. 30,
2022
|
|
Total assets
|
|
|
1,691,150
|
1,700,893
|
1,766,639
|
1,835,732
|
1,875,465
|
|
Working
capital
|
|
|
47,129
|
43,898
|
52,940
|
64,948
|
44,507
|
|
Adjusted working
capital(1)
|
|
|
48,475
|
42,159
|
49,822
|
58,713
|
42,019
|
|
Net debt
(cash)(1)
|
|
|
363,206
|
352,393
|
376,487
|
405,871
|
439,954
|
|
Common shares
outstanding(3)
|
|
|
144,636
|
144,522
|
144,364
|
144,211
|
144,147
|
|
(1) Refer to "Non-GAAP and Other
Financial Measures".
|
|
(2) Calculated using basic or diluted
weighted average shares outstanding during the period.
|
(3) Shown in thousand shares
outstanding.
|
(4)
Other income of $3.8 million and $11.1 million for Q3 2023 and YTD
2023, respectively, includes interest income of $0.2 million and
$0.5 million, respectively (Q2
2023
– $0.1 million, Q1 2023 - $0.2 million, Q4 2022 - $0.2 million, Q3
2022 - $0.1 million).
|
(5) Refer to "Supplemental
Information Regarding Product Types."
|
(6)
Cumulative dividend paid per outstanding shares on quarterly
dividend dates.
|
(7) Defined
term under the Company's Syndicated Credit Facility.
|
|
|
|
|
|
|
|
|
|
|
|
NOTE REFERENCES
This news release refers to financial reporting periods in
abbreviated form as follows: "Q3 2023" refers to the three months
ended September 30, 2023; "Q2 2023"
refers to the three months ended June 30,
2023; "Q3 2022" refers to the three months ended
September 30, 2022; "YTD 2023" refers
to the nine months ended September 30,
2023; "YTD 2022" refers to the nine months ended
September 30, 2022; and "YE
2022" refers to the year ended December 31,
2022.
- See "Non-GAAP and Other Financial Measures".
- Calculated using the weighted average number of basic or
diluted common shares outstanding during the respective
period.
- See "Forward-Looking Statements".
- See "Supplemental Information Regarding Product
Types".
- Topaz's October 2022 average
royalty production was 17,716 boe/d, comprised of 75,094 mcf/d
natural gas and 5,200 bbl/d total liquids.
- Topaz's $1.0 billion syndicated
credit facility includes a $300
million accordion feature which may be advanced by Topaz,
subject to agent consent (the "Syndicated Credit Facility").
At October 30, 2023, Topaz had
$390.0 million drawn against the
Syndicated Credit Facility.
- May include non-producing injection wells or reactivations
not previously producing subsequent to Topaz's ownership.
- Calculated based on Topaz's average share price on the TSX
during the third quarter of 2023 of $21.60.
- Calculated based on Topaz's closing share price on the TSX
October 20, 2023 of $21.57.
- Topaz's dividends remain subject to board of director
approval.
- Calculated as Q3 2023 processing revenue and other income of
$18.1 million less $1.0 million of operating expenses ($17.1 million), expressed as a percentage of Q3
2023 processing revenue and other income (94%).
- Estimated total operator working interest average production
across Topaz royalty acreage YTD 2023 (~0.64 MMboepd) as a
percentage of total estimated WCSB average production YTD 2023 of
7.79MMboepd (Source: Canada Energy Regulator).
- YTD 2023 gross wells spud across Topaz royalty acreage (430) as
a percentage of the total wells rig released across the WCSB
YTD 2023 of 3,218 (excluding oil sands/in situ) (Source: Rig
Locator, geoSCOUT and Peters & Co. Limited).
- Management's assumptions underlying the Company's preliminary
2024 guidance estimates include:
- Topaz's internal estimates regarding development pace and
production performance including estimates of operators' 2024
capital development plans including capital allocated
to waterflood and other long-term value-enhancing projects and
which are subject to key operators' final 2024 capital budgets
and/or operational, weather or wildfire-related issues that may
impact 2024 production;
- Management's estimates for fixed and variable processing fees
based on 95% utilization, third party income, and infrastructure
utilization and cost estimates based on historic information and
adjusted for inflation;
- No acquisition activity. The Clearwater Natural Gas
Gathering Infrastructure acquisition is expected to be effective in
fiscal 2025 and will be incorporated into 2024 guidance estimates,
if applicable, once final capital costs and processing fees are
determined, and once the pipeline is commissioned;
- Estimated 2024e expenses and expenditures of $7.0-$8.0mm of cash
G&A; $8.0-$9.0mm of operating expenses; $4.0-$5.0mm capital
expenditures (excluding acquisitions); 1% marketing fee on certain
royalty production; estimated annual average interest rate of
8%;
- 2024 estimated total dividends of $180.0
million based on 144.6 million shares outstanding at
October 30, 2023 ($1.24 per share);
- Topaz's outstanding financial derivative contracts included in
its most recently filed MD&A; and
- Topaz's sensitivity to 2024 inherent EBITDA estimates are as
follows:
-
- C$0.50/mcf change in natural gas
price +/- $10.0mm;
- US$2.00/bbl change in crude oil
price +/- $5.8mm;
- 1% annual average royalty production change +/- $2.9mm;
- 1% change in CAD/USD foreign exchange +/- $2.0mm; and
- US$0.50/bbl change in WCS
differential +/- $0.7mm.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") that relate to the Company's current expectations and
views of future events. These forward-looking statements relate to
future events or the Company's future performance. Any statements
that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance
(often, but not always, through the use of words or phrases such as
"will likely result", "are expected to", "expects", "will
continue", "is anticipated", "anticipates", "believes",
"estimated", "intends", "plans", "forecast", "projection",
"strategy", "objective" and "outlook") are not historical facts and
may be forward-looking statements and may involve estimates,
assumptions and uncertainties which could cause actual results or
outcomes to differ materially from those expressed in such
forward-looking statements. No assurance can be given that these
expectations will prove to be correct and such forward-looking
statements included in this news release should not be unduly
relied upon. These statements speak only as of the date of this
news release. In particular and without limitation, this news
release contains forward-looking statements pertaining to the
following: the anticipated funding and timing of the funding of the
Clearwater Natural Gas Gathering Infrastructure and the benefits of
such infrastructure including anticipated increases to existing
royalty production and infrastructure processing revenue;
anticipated increases to royalty production revenue from the New
Clearwater Royalty Lands; Topaz's future growth outlook,
guidance and strategic plans; estimated average royalty production
for the fourth quarter of 2023; estimated annual average royalty
production for 2024; estimated processing revenue and other income;
anticipated exit 2023 and 2024 net debt levels and 2024 net debt to
EBITDA levels; dividend amounts, dividend increases and the
estimated dividend payout ratio; the sustainability of the dividend
and the rationale for such sustainability; the maintenance of
financial flexibility for strategic growth opportunities; the
anticipated capital expenditure and drilling plans; the number of
drilling rigs to be active on Topaz's royalty acreage during the
fourth quarter of 2023 and through 2024; the future declaration and
payment of dividends and the timing and amount thereof; the
annual revenue forecast with respect to the Clearwater Acquistion;
the forecasts described under the headings "Third Quarter 2023
Update" (including under the sub-heading "Dividend") and "Guidance
Outlook" above; expected benefits from acquisitions including
enhancing Topaz's future growth outlook and the plans to maintain a
low payout ratio in order to retain Excess FCF for self-funded
M&A growth and further dividend increases; and the Company's
business as described under the heading "About the Company"
above.
Forward‐looking statements are based on a number of assumptions
including those highlighted in this news release including future
commodity prices, capital expenditures, infrastructure ownership
capacity utilization and operator development plans, and is subject
to a number of risks and uncertainties, many of which are beyond
the Company's control, which could cause actual results and events
to differ materially from those that are disclosed in or implied by
such forward‐looking statements.
Such risks and uncertainties include, but are not limited to,
the failure to complete acquisitions on the terms or on the timing
announced or at all and the failure to realize some or all of the
anticipated benefits of acquisitions including estimated royalty
production, royalty production revenue and FCF per share growth,
and the factors discussed in the Company's recently filed
Management's Discussion and Analysis (See "Forward-Looking
Statements" therein), 2022 Annual Information Form (See "Risk
Factors" and "Forward-Looking Statements" therein) and other
reports on file with applicable securities regulatory authorities
and may be accessed through the SEDAR+ website (www.sedarplus.ca)
or Topaz's website (www.topazenergy.ca).
Statements relating to "reserves" are also deemed to be
forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves
described exist in the quantities predicted or estimated and that
the reserves can be profitably produced in the future.
Without limitation of the foregoing, future dividend payments,
if any, and the level thereof is uncertain, as the Company's
dividend policy and the funds available for the payment of
dividends from time to time is dependent upon, among other things,
FCF, financial requirements for the Company's operations and the
execution of its growth strategy, fluctuations in working capital
and the timing and amount of capital expenditures, debt service
requirements and other factors beyond the Company's control.
Further, the ability of Topaz to pay dividends will be subject to
applicable laws (including the satisfaction of the solvency test
contained in applicable corporate legislation) and contractual
restrictions contained in the instruments governing its
indebtedness, including its credit facility.
Topaz does not undertake any obligation to update such
forward‐looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
applicable law.
FINANCIAL OUTLOOK
Also included in this news release are estimates of the
Company's average royalty production range for the three months
ending December 31, 2023 and for the
year ending December 31, 2024,
estimated processing revenue and other income for Q3 2023 and 2024,
and estimated year-end exit net debt ranges for 2023 and 2024,
which are based on, among other things, the various assumptions as
to production levels and capital expenditures and other assumptions
disclosed in this news release including under the heading "Third
Quarter 2023 Update - Guidance Outlook" above and are based on the
following key assumptions: Topaz's estimated capital expenditures
(excluding acquisitions) of $4.0 to
$5.0 million in 2024; the working
interest owners' anticipated Q4 2023 and 2024 capital plans
attributable to Topaz's undeveloped royalty lands; estimated
average royalty production range of 18,800 – 19,000 boe/d in Q4
2023; estimated annual average royalty production range of 18,800 –
19,600 boe/d in 2024; Q4 2023 and 2024 average infrastructure
ownership capacity utilization of 95%; December 31, 2023 exit net debt of approximately
$335.0 million; December 31, 2024 exit net debt of approximately
$195.0 - $205.0 million; estimated timing of completion
and commissioining of the Clearwater Natural Gas Gathering System
on or before December 31, 2024; Q4
2023 average commodity prices of: $2.91/mcf (AECO 5A), US$84.21/bbl (NYMEX WTI), US$18.25/bbl (WCS oil differential), US$3.10/bbl (MSW oil differential) and US$/CAD$
foreign exchange 0.73; and 2024 average commodity prices of:
$3.13/mcf (AECO 5A), US$80.11/bbl (NYMEX WTI), US$16.50/bbl (WCS oil differential), US$3.00/bbl (MSW oil differential) and US$/CAD$
foreign exchange 0.73.
To the extent such estimates constitute financial outlooks, they
were approved by management and the board of directors of Topaz on
October 30, 2023 and are included to
provide readers with an understanding of the estimated royalty
production, processing revenue and other income, net debt and the
other metrics described above for the year ending December 31, 2023 based on the assumptions
described herein and readers are cautioned that the information may
not be appropriate for other purposes.
NON-GAAP AND OTHER FINANCIAL MEASURES
Certain
financial terms and measures contained in this news release are
"specified financial measures" (as such term is defined in National
Instrument 52-112 - Non-GAAP and Other Financial Measures
Disclosure ("NI 52-112")). The specified financial measures
referred to in this news release are comprised of "non-GAAP
financial measures", "capital management measures" and
"supplementary financial measures" (as such terms are defined in NI
52-112). These measures are defined, qualified, and where required,
reconciled with the nearest GAAP measure below.
Non-GAAP Financial Measures
The non-GAAP financial
measure used herein does not have a standardized meaning prescribed
by GAAP. Accordingly, the Company's use of this term may not be
comparable to similarly defined measures presented by other
companies. Investors are cautioned that the non-GAAP financial
measure should not be considered in isolation nor as an alternative
to net income (loss) or other financial information determined in
accordance with GAAP, as an indication of the Company's
performance.
Non-GAAP Financial Measure
This news release
makes reference to the term "acquisitions, excluding
decommissioning obligations", which is considered a non-GAAP
financial measure under NI 52-112; defined as a financial measure
disclosed by an issuer that depicts the historical or expected
future financial performance, financial position, or cash flow of
an entity, and is not disclosed in the financial statements of the
issuer.
Other Financial Measures
Capital management
measures
Capital management measures are defined as
financial measures disclosed by an issuer that are intended to
enable an individual to evaluate the entity's objectives, policies
and processes for managing the entity's capital, are not a
component of a line item or a line item on the primary financial
statements, and which are disclosed in the notes to the financial
statements. The Company's capital management measures disclosed in
the notes to the Company's interim consolidated financial
statements as at and for the three and nine months ended
September 30, 2023 include EBITDA,
adjusted working capital, net debt (cash), free cash flow (FCF) and
Excess FCF.
Supplementary financial measures
This news
release makes reference to the terms "EBITDA per basic or diluted
share", "cash flow per basic or diluted share", "FCF per basic or
diluted share" and "payout ratio" which are all considered
supplementary financial measures under NI 52-112; defined as a
financial measure disclosed by an issuer that is, or is intended to
be, disclosed on a periodic basis to depict the historical or
expected future financial performance, financial position or cash
flow of an entity, is not disclosed in the financial statements of
the issuer, and is not a non-GAAP financial measure or non-GAAP
ratio.
The following terms are financial measures as defined under the
Syndicated Credit Facility, presented in note 8 to the Company's
interim consolidated financial statements as at and for the three
and nine months ended September 30,
2023: (i) consolidated senior debt, (ii) total debt, (iii)
EBITDA and (iv) capitalization.
Cash flow, FCF, FCF margin, and Excess FCF
Management
uses cash flow, FCF, FCF margin and Excess FCF for its own
performance measures and to provide investors with a measurement of
the Company's efficiency and its ability to generate the cash
necessary to fund or increase dividends, fund future growth
opportunities and/or to repay debt; and furthermore, uses per share
metrics to provide investors with a measure of the proportion
attributable to the basic or diluted weighted average common shares
outstanding.
Cash flow is a GAAP measure which is derived of cash from
operating activities excluding the change in non-cash working
capital and is presented in the consolidated statements of cash
flows. FCF is a capital management measure presented in the
notes to the consolidated financial statements and is defined as
cash flow, less capital expenditures. The supplementary
financial measure "FCF margin", is defined as FCF divided by total
revenue and other income (expressed as a percentage of total
revenue and other income). The capital management measure
"Excess FCF", is defined as FCF less dividends paid. The
supplementary financial measures "cash flow per basic or diluted
share" and "FCF per basic or diluted share" are calculated by
dividing cash flow and FCF, respectively, by the basic or diluted
weighted average common shares outstanding during the
period.
A summary of the reconciliation from cash from operating
activities (per the consolidated statements of cash flows) to cash
flow (per the consolidated statements of cash flows), cash flow per
basic or diluted share, FCF, Excess FCF, FCF per basic or diluted
share and FCF margin is set forth below:
|
Three months
ended
|
Nine months
ended
|
($000s)
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Cash from operating
activities
|
65,190
|
99,972
|
224,153
|
248,664
|
Exclude net change in
non-cash working capital
|
(9,481)
|
22,044
|
10,239
|
1,174
|
Cash
flow
|
74,671
|
77,928
|
213,914
|
247,490
|
Less: Capital
expenditures
|
2,281
|
926
|
3,855
|
2,583
|
FCF
|
72,390
|
77,002
|
210,059
|
244,907
|
Less: dividends
paid
|
44,805
|
40,364
|
131,469
|
114,044
|
Excess
FCF
|
27,585
|
36,638
|
78,590
|
130,863
|
|
|
|
|
|
Cash flow per basic
share(1)
|
$0.52
|
$0.54
|
$1.48
|
$1.74
|
Cash flow per
diluted share(1)
|
$0.52
|
$0.54
|
$1.48
|
$1.73
|
FCF per basic
share(1)
|
$0.50
|
$0.53
|
$1.45
|
$1.72
|
FCF per diluted
share(1)
|
$0.50
|
$0.53
|
$1.45
|
$1.72
|
|
|
|
|
|
FCF
|
72,390
|
77,002
|
210,059
|
244,907
|
Total Revenue and other
income
|
85,772
|
81,679
|
238,637
|
274,004
|
FCF
Margin
|
84 %
|
94 %
|
88 %
|
89 %
|
(1)
As noted, calculated using the basic or diluted weighted
average number of shares outstanding during the respective
periods.
|
Adjusted working capital and net debt
(cash)
Management uses the terms "adjusted working capital"
and "net debt (cash)" to measure the Company's liquidity position
and capital flexibility, as such these terms are considered capital
management measures. "Adjusted working capital" is calculated as
current assets less current liabilities, adjusted for financial
instruments. "Net debt (cash)" is calculated as total debt
outstanding less adjusted working capital.
($000s)
|
As at
Sept. 30, 2023
|
As at
Dec. 31, 2022
|
Working
capital
|
47,129
|
64,948
|
Exclude fair value of
financial instruments
|
(1,346)
|
6,235
|
Adjusted working
capital
|
48,475
|
58,713
|
Less: bank
debt
|
411,681
|
464,584
|
Net
Debt
|
363,206
|
405,871
|
A summary of the reconciliation from working capital, to
adjusted working capital and net debt (cash) is set forth
below:
EBITDA and EBITDA per basic or diluted share
EBITDA, as defined under the Company's Syndicated Credit
Facility and disclosed in note 8 of the Company's interim
consolidated financial statements as at and for the three and nine
months ended September 30, 2023, is
considered by the Company as a capital management measure which is
used to evaluate the Company's operating performance, and provides
investors with a measurement of the Company's cash generated from
its operations, before consideration of interest income or
expense. "EBITDA" is calculated as consolidated net income or
loss from continuing operations, excluding extraordinary items,
plus interest expense, income taxes, and adjusted for non-cash
items and gains or losses on dispositions.
EBITDA per basic or diluted share is a supplementary financial
measure that is calculated by dividing EBITDA by the basic or
diluted weighted average common shares outstanding during the
period and provides investors with a measure of the proportion of
EBITDA attributed to the basic or diluted weighted average common
shares outstanding.
A summary of the reconciliation of net income (per the
consolidated statements of net income and comprehensive income), to
EBITDA, is set forth below:
|
Three months
ended
|
Nine months
ended
|
($000s)
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Net income
|
10,750
|
19,380
|
28,009
|
80,261
|
Unrealized (gain) loss
on financial instruments
|
2,891
|
877
|
7,241
|
(1,942)
|
Share-based
compensation
|
328
|
408
|
786
|
695
|
Finance
expense
|
7,709
|
2,858
|
22,452
|
7,225
|
Depletion and
depreciation
|
56,625
|
51,408
|
166,459
|
147,153
|
Deferred income tax
expense
|
3,863
|
5,666
|
10,787
|
20,814
|
Less: interest
income
|
(170)
|
(134)
|
(475)
|
(185)
|
EBITDA
|
81,996
|
80,463
|
235,259
|
254,021
|
EBITDA per basic
share ($/share)
|
$0.57
|
$0.56
|
$1.63
|
$1.79
|
EBITDA per diluted
share ($/share)
|
$0.57
|
$0.56
|
$1.62
|
$1.78
|
(1) As noted, calculated using
the basic or diluted weighted average number of shares outstanding
during the respective periods.
|
Payout ratio
"Payout ratio", a supplementary financial measure, represents
dividends paid, expressed as a percentage of cash flow and provides
investors with a measure of the percentage of cash flow that was
used during the period to fund dividend payments. Payout ratio is
calculated as cash flow divided by dividends paid.
A summary of the reconciliation from cash flow to payout ratio
is set forth below:
|
Three months
ended
|
Nine months
ended
|
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Cash flow
($000s)
|
74,671
|
77,928
|
213,914
|
247,490
|
Dividends
($000s)
|
44,805
|
40,364
|
131,469
|
114,044
|
Payout Ratio
(%)
|
60 %
|
52 %
|
61 %
|
46 %
|
Acquisitions, excluding decommissioning obligations
"Acquisitions, excluding decommissioning obligations", is
considered a non-GAAP financial measure, and is calculated as:
acquisitions (per the consolidated statements of cash flows) plus
non-cash acquisitions but excluding non-cash decommissioning
obligations.
A summary of the reconciliation from acquisitions (per the
consolidated statements of cash flow) to acquisitions, excluding
decommissioning obligations is set forth below:
|
Three months
ended
|
Nine months
ended
|
($000s)
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Acquisitions
(consolidated statements of cash flows)
|
39,505
|
328,285
|
39,988
|
343,316
|
Non-Cash
acquisitions
|
─
|
─
|
─
|
84,785
|
Acquisitions
(excluding non-cash decommissioning obligations)
|
39,505
|
328,285
|
39,988
|
428,101
|
BOE EQUIVALENCY
Per barrel of oil equivalent amounts have been calculated using
a conversion rate of six thousand cubic feet of natural gas to one
barrel of oil equivalent (6:1). Barrel of oil equivalents
(boe) may be misleading, particularly if used in isolation. A
boe conversion ratio of 6 mcf:1 bbl is based on an energy
equivalency conversion method primarily applicable at the burner
tip and does not represent a value equivalency at the
wellhead. In addition, as the value ratio between natural gas
and crude oil based on the current prices of natural gas and crude
oil is significantly different from the energy equivalency of 6:1,
utilizing a conversion on a 6:1 basis may be misleading as an
indication of value.
OIL AND GAS METRICS
This news release contains certain oil and gas metrics which do
not have standardized meanings or standard methods of calculation
and therefore such measures may not be comparable to similar
measures used by other companies and should not be used to make
comparisons. Such metrics have been included in this news release
to provide readers with additional measures to evaluate the
Company's performance; however, such measures are not reliable
indicators of the Company's future performance and future
performance may not compare to the Company's performance in
previous periods and therefore such metrics should not be unduly
relied upon.
INFORMATION REGARDING PUBLIC ISSUER COUNTERPARTIES
Certain information contained in this news release relating to
the Company's public issuer counterparties which include Tourmaline
and others, and the nature of their respective businesses is taken
from and based solely upon information published by such issuers.
The Company has not independently verified the accuracy or
completeness of any such information.
CREDIT RATINGS
This news release makes reference to Tourmaline's credit rating.
Credit ratings are intended to provide investors with an
independent measure of credit quality of an issue of securities.
Credit ratings are not recommendations to purchase, hold or sell
securities and do not address the market price or suitability of a
specific security for a particular investor. There is no assurance
that any rating will remain in effect for any given period of time
or that any rating will not be revised or withdrawn entirely by a
rating agency in the future if, in its judgment, circumstances so
warrant.
SUPPLEMENTAL INFORMATION REGARDING PRODUCT TYPES
This news release includes references to actual and estimated
average royalty production. The following table is intended to
provide supplemental information about the product type composition
for each of the production figures that are provided in this news
release:
For the three months
ended
|
Sept. 30,
2023
|
Jun. 30,
2023
|
Mar. 31,
2023
|
Dec. 31,
2022
|
Sept. 30,
2022
|
Average daily
production
|
|
|
|
|
|
Light and
Medium crude oil (bbl/d)
|
1,674
|
1,717
|
1,727
|
1,704
|
1,516
|
Heavy
crude oil (bbl/d)
|
2,861
|
2,582
|
2,496
|
2,512
|
1,288
|
Conventional Natural Gas (mcf/d)
|
40,429
|
41,989
|
43,316
|
41,932
|
41,293
|
Shale Gas
(mcf/d)
|
36,862
|
35,575
|
37,563
|
35,838
|
34,304
|
Natural
Gas Liquids (bbl/d)
|
1,140
|
1,185
|
1,179
|
1,170
|
1,081
|
Total
(boe/d)
|
18,556
|
18,411
|
18,884
|
18,349
|
16,485
|
For the nine months
ended
|
Sept. 30,
2023
|
Sept. 30,
2022
|
Average daily
production
|
|
|
Light and
Medium crude oil (bbl/d)
|
1,706
|
1,456
|
Heavy
crude oil (bbl/d)
|
2,648
|
1,224
|
Conventional Natural Gas (mcf/d)
|
41,906
|
40,707
|
Shale Gas
(mcf/d)
|
36,664
|
35,122
|
Natural
Gas Liquids (bbl/d)
|
1,168
|
1,110
|
Total
(boe/d)
|
18,617
|
16,430
|
For the year
ended
|
|
2024
(Estimate)(1)(2)
|
2023
(Estimate)(1)(2)
|
2021
(Actual)
|
Average daily
production
|
|
|
|
|
Light and
Medium crude oil (bbl/d)
|
|
1,580
|
1,523
|
565
|
Heavy
crude oil (bbl/d)
|
|
3,030
|
2,850
|
538
|
Conventional Natural Gas (mcf/d)
|
|
42,096
|
41,277
|
43,282
|
Shale Gas
(mcf/d)
|
|
37,500
|
36,100
|
29,987
|
Natural
Gas Liquids (bbl/d)
|
|
1,324
|
1,280
|
789
|
Total
(boe/d)
|
|
19,200
|
18,550
|
14,103
|
(1)
|
Represents the midpoint
of the estimated range of average annual royalty
production.
|
(2)
|
Topaz's estimated
royalty production is based on the estimated commodity mix;
drilling location and corresponding royalty rate; and capital
development activity on Topaz's royalty acreage by the working
interest owners, all of which are outside of Topaz's
control.
|
GENERAL
See also "Forward-Looking Statements",
"Reserves and Other Oil and Gas Information" and "Non-GAAP and
Other Financial Measures" in the Company's most recently filed
Management's Discussion and Analysis.
SOURCE Topaz Energy Corp.