SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
October 2024
Commission File Number 001-36258
Veren Inc.
(Name of Registrant)
Suite 2000, 585 - 8th Avenue S.W.
Calgary, Alberta, T2P 1G1
(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 x
The following documents attached as exhibits to this Form 6-K: Exhibit 99.1, the Interim Consolidated Financial Statements (unaudited) for the period ended September 30, 2024; and Exhibit 99.2, the Company's Management's Discussion and Analysis for the period ended September 30, 2024, shall be deemed to be filed with and shall be incorporated by reference into the Company's Registration Statements on Form F-3D (File No. 333-205592), Form S-8 (File No. 333-226210) and Form F-10 (333-275312).
The following documents attached as exhibits hereto are incorporated by reference herein:
| | | | | |
Exhibit No. | Description |
99.1 | Interim Consolidated Financial Statements (unaudited) for the period ended September 30, 2024. |
99.2 | Management's Discussion and Analysis for the period ended September 30, 2024. |
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.
| | | | | | | | | | | |
| Veren Inc. | |
| (Registrant) | |
| | | |
| By: | /s/ Ken Lamont | |
| Name: | Ken Lamont | |
| Title: | Chief Financial Officer | |
Date: October 31, 2024
EXHIBITS
| | | | | |
| Interim Consolidated Financial Statements (unaudited) for the period ended September 30, 2024. |
| Management's Discussion and Analysis for the period ended September 30, 2024. |
Exhibit 99.1
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | | | | |
| | As at | |
| | September 30, | | December 31, | |
(UNAUDITED) (Cdn$ millions) | Notes | 2024 | | 2023 | |
ASSETS | | | | | |
Cash | | 8.2 | | | 17.3 | | |
Accounts receivable | | 323.7 | | | 377.9 | | |
| | | | | |
Prepaids and deposits | | 102.4 | | | 87.8 | | |
Derivative asset | 21 | 199.6 | | | 240.7 | | |
Other current assets | 4 | 49.5 | | | 79.2 | | |
Assets held for sale | 6 | 402.6 | | | 247.1 | | |
Total current assets | | 1,086.0 | | | 1,050.0 | | |
Derivative asset | 21 | 12.3 | | | 14.3 | | |
Other long-term assets | | 18.1 | | | 7.4 | | |
Exploration and evaluation | 5 | 593.6 | | | 607.0 | | |
Property, plant and equipment | 6, 8 | 9,479.1 | | | 10,718.3 | | |
Right-of-use asset | 12 | 79.0 | | | 102.8 | | |
Goodwill | 9 | 243.8 | | | 275.9 | | |
| | | | | |
Total assets | | 11,511.9 | | | 12,775.7 | | |
LIABILITIES | | | | | |
Accounts payable and accrued liabilities | | 566.0 | | | 634.9 | | |
Dividends payable | | 70.9 | | | 56.8 | | |
Current portion of long-term debt | 11 | 486.4 | | | 380.0 | | |
Derivative liability | 21 | 15.0 | | | 51.4 | | |
Other current liabilities | 10 | 96.2 | | | 118.0 | | |
Liabilities associated with assets held for sale | 6 | 2.6 | | | 132.4 | | |
Total current liabilities | | 1,237.1 | | | 1,373.5 | | |
Long-term debt | 11 | 2,290.3 | | | 3,186.3 | | |
Derivative liability | 21 | 4.2 | | | 3.8 | | |
Other long-term liabilities | | 26.0 | | | 31.0 | | |
Lease liability | 12 | 81.0 | | | 104.2 | | |
Decommissioning liability | 6, 13 | 460.0 | | | 566.4 | | |
Deferred income tax | | 695.1 | | | 643.0 | | |
Total liabilities | | 4,793.7 | | | 5,908.2 | | |
SHAREHOLDERS’ EQUITY | | | | | |
Shareholders’ capital | 14 | 16,994.4 | | | 17,052.7 | | |
Contributed surplus | | 13.4 | | | 17.4 | | |
Deficit | 15 | (10,289.3) | | | (10,202.5) | | |
Accumulated other comprehensive income | | (0.3) | | | (0.1) | | |
| | | | | |
Total shareholders' equity | | 6,718.2 | | | 6,867.5 | | |
Total liabilities and shareholders' equity | | 11,511.9 | | | 12,775.7 | | |
Subsequent Events (Note 24)
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(UNAUDITED) (Cdn$ millions, except per share and shares outstanding amounts) | | Three months ended September 30 | | Nine months ended September 30 | |
Notes | 2024 | | 2023 | | 2024 | | 2023 | |
REVENUE AND OTHER INCOME | | | | | | | | | |
Oil and gas sales | 23 | 992.9 | | | 998.7 | | | 3,237.2 | | | 2,552.3 | | |
Purchased product sales | | 35.2 | | | 9.6 | | | 91.2 | | | 45.6 | | |
Royalties | | (108.2) | | | (99.6) | | | (338.0) | | | (269.4) | | |
Oil and gas revenue | | 919.9 | | | 908.7 | | | 2,990.4 | | | 2,328.5 | | |
Commodity derivative gains (losses) | 17, 21 | 198.8 | | | (79.1) | | | 47.8 | | | (29.2) | | |
Other income (loss) | | (8.8) | | | 1.1 | | | (4.9) | | | 12.5 | | |
| | 1,109.9 | | | 830.7 | | | 3,033.3 | | | 2,311.8 | | |
EXPENSES | | | | | | | | | |
Operating | | 229.3 | | | 214.2 | | | 719.8 | | | 566.0 | | |
Purchased product | | 35.1 | | | 9.6 | | | 92.2 | | | 47.7 | | |
Transportation | | 75.9 | | | 45.8 | | | 237.4 | | | 118.3 | | |
General and administrative | | 20.9 | | | 16.5 | | | 87.4 | | | 77.2 | | |
Interest | 18 | 42.4 | | | 43.3 | | | 160.1 | | | 90.8 | | |
Foreign exchange gain | 19 | (0.7) | | | (2.3) | | | (1.7) | | | (9.5) | | |
Share-based compensation | | (1.9) | | | 22.8 | | | 18.7 | | | 46.8 | | |
Depletion, depreciation and amortization | 5, 8, 12 | 338.1 | | | 248.9 | | | 1,004.3 | | | 646.8 | | |
Impairment | 8, 9 | — | | | 45.4 | | | 512.3 | | | 45.4 | | |
Accretion and financing | 12, 13 | 5.7 | | | 6.9 | | | 18.4 | | | 20.3 | | |
| | 744.8 | | | 651.1 | | | 2,848.9 | | | 1,649.8 | | |
Net income before tax from continuing operations | | 365.1 | | | 179.6 | | | 184.4 | | | 662.0 | | |
| | | | | | | | | |
Tax expense | | | | | | | | | |
Current | | — | | | — | | | — | | | — | | |
Deferred | | 87.9 | | | 46.0 | | | 45.2 | | | 165.2 | | |
Net income from continuing operations | | 277.2 | | | 133.6 | | | 139.2 | | | 496.8 | | |
Net income (loss) from discontinued operations | 7 | — | | | (943.5) | | | (12.7) | | | (877.7) | | |
Net income (loss) | | 277.2 | | | (809.9) | | | 126.5 | | | (380.9) | | |
| | | | | | | | | |
Other comprehensive income | | | | | | | | | |
Items that may be subsequently reclassified to profit or loss | | | | | | | | |
Foreign currency translation of foreign operations | | — | | | 35.2 | | | (0.2) | | | 0.5 | | |
| | | | | | | | | |
Comprehensive income (loss) | | 277.2 | | | (774.7) | | | 126.3 | | | (380.4) | | |
| | | | | | | | | |
Net income (loss) per share | | | | | | | | | |
Continuing operations - basic | | 0.45 | | | 0.25 | | | 0.22 | | | 0.92 | | |
Discontinued operations - basic | | — | | | (1.77) | | | (0.02) | | | (1.62) | | |
Net income (loss) per share - basic | | 0.45 | | | (1.52) | | | 0.20 | | | (0.70) | | |
| | | | | | | | | |
Continuing operations - diluted | | 0.45 | | | 0.25 | | | 0.22 | | | 0.92 | | |
Discontinued operations - diluted | | — | | | (1.77) | | | (0.02) | | | (1.62) | | |
Net income (loss) per share - diluted | | 0.45 | | | (1.52) | | | 0.20 | | | (0.70) | | |
| | | | | | | | | |
Weighted average shares outstanding | | | | | | | | | |
Basic | | 616,584,965 | | | 534,259,825 | | | 618,385,524 | | | 541,976,513 | | |
Diluted | | 617,471,282 | | | 536,907,203 | | | 620,016,298 | | | 544,795,179 | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(UNAUDITED) (Cdn$ millions, except per share amounts) | Notes | Shareholders’ capital | | Contributed surplus | | Deficit | | Accumulated other comprehensive income | | Total shareholders’ equity | |
December 31, 2022 | | 16,419.3 | | | 17.1 | | | (10,563.3) | | | 620.3 | | | 6,493.4 | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Redemption of restricted shares | | 4.8 | | | (4.8) | | | 2.3 | | | | | 2.3 | | |
Common shares repurchased for cancellation | | (266.1) | | | | | | | | | (266.1) | | |
| | | | | | | | | | | |
Share-based compensation | | | | 4.7 | | | | | | | 4.7 | | |
Stock options exercised | | 0.7 | | | (0.6) | | | | | | | 0.1 | | |
| | | | | | | | | | | |
Net income (loss) | | | | | | (380.9) | | | | | (380.9) | | |
Dividends declared ($0.267 per share) | | | | | | (143.6) | | | | | (143.6) | | |
Foreign currency translation adjustment | | | | | | | | 0.5 | | | 0.5 | | |
September 30, 2023 | | 16,158.7 | | | 16.4 | | | (11,085.5) | | | 620.8 | | | 5,710.4 | | |
| | | | | | | | | | | |
December 31, 2023 | | 17,052.7 | | | 17.4 | | | (10,202.5) | | | (0.1) | | | 6,867.5 | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Redemption of restricted shares | 14 | 5.5 | | | (5.4) | | | 0.6 | | | | | 0.7 | | |
Common shares repurchased for cancellation | 14 | (66.1) | | | | | | | | | (66.1) | | |
Share issue costs, net of tax | 14 | (0.8) | | | | | | | | | (0.8) | | |
Share-based compensation | | | | 4.3 | | | | | | | 4.3 | | |
Stock options exercised | 14 | 3.1 | | | (2.9) | | | | | | | 0.2 | | |
| | | | | | | | | | | |
Net income | | | | | | 126.5 | | | | | 126.5 | | |
Dividends declared ($0.345 per share) | | | | | | (213.9) | | | | | (213.9) | | |
Foreign currency translation adjustment | | | | | | | | (0.2) | | | (0.2) | | |
| | | | | | | | | | | |
September 30, 2024 | | 16,994.4 | | | 13.4 | | | (10,289.3) | | | (0.3) | | | 6,718.2 | | |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30 | | Nine months ended September 30 | |
(UNAUDITED) (Cdn$ millions) | Notes | 2024 | | 2023 | | 2024 | | 2023 | |
CASH PROVIDED BY (USED IN): | | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | | |
Net income (loss) | | 277.2 | | | (809.9) | | | 126.5 | | | (380.9) | | |
Items not affecting cash | | | | | | | | | |
Other (income) loss | | (0.2) | | | (0.1) | | | 10.4 | | | (9.5) | | |
Deferred tax expense | | 87.9 | | | 303.5 | | | 45.2 | | | 443.8 | | |
Share-based compensation | | 1.3 | | | 1.6 | | | 4.3 | | | 4.6 | | |
Depletion, depreciation and amortization | 5, 8, 12 | 338.1 | | | 320.9 | | | 1,004.3 | | | 817.1 | | |
Impairment | 8, 9 | — | | | 773.8 | | | 512.3 | | | 773.8 | | |
Accretion | 13 | 4.2 | | | 5.7 | | | 13.2 | | | 16.7 | | |
Unrealized (gains) losses on derivatives | 21 | (146.6) | | | 35.4 | | | 11.1 | | | 155.5 | | |
Translation of US dollar long-term debt | 19 | (27.5) | | | 62.7 | | | 62.8 | | | 22.7 | | |
| | | | | | | | | |
Translation of US dollar derivatives | 21 | 0.8 | | | — | | | (0.5) | | | — | | |
| | | | | | | | | |
Realized (gain) loss on cross currency swap maturity | 19 | 11.3 | | | (6.8) | | | (77.4) | | | (95.9) | | |
Decommissioning expenditures | 13 | (14.1) | | | (10.8) | | | (28.7) | | | (26.6) | | |
Change in non-cash working capital | 22 | 29.3 | | | (27.1) | | | (84.8) | | | (136.9) | | |
| | 561.7 | | | 648.9 | | | 1,598.7 | | | 1,584.4 | | |
INVESTING ACTIVITIES | | | | | | | | | |
Development capital and other expenditures | 5, 8 | (404.7) | | | (351.9) | | | (1,210.3) | | | (928.4) | | |
Capital acquisitions, net of cash acquired | 6 | (26.4) | | | (1.1) | | | (26.4) | | | (2,075.8) | | |
Capital dispositions | 6 | 1.4 | | | 0.2 | | | 648.3 | | | 11.2 | | |
| | | | | | | | | |
Other long-term assets | | 2.2 | | | (0.1) | | | (10.8) | | | (0.1) | | |
| | | | | | | | | |
| | | | | | | | | |
Change in non-cash working capital | 22 | 16.5 | | | 25.4 | | | 74.3 | | | 61.0 | | |
| | (411.0) | | | (327.5) | | | (524.9) | | | (2,932.1) | | |
FINANCING ACTIVITIES | | | | | | | | | |
Issue of shares, net of issue costs | | (0.6) | | | — | | | (0.8) | | | 0.1 | | |
Common shares repurchased for cancellation | 14 | (13.7) | | | (124.5) | | | (66.1) | | | (266.1) | | |
Increase (decrease) in bank debt, net | 22 | (40.9) | | | (96.2) | | | (1,459.5) | | | 2,018.0 | | |
Issuance of senior notes | 11, 22 | — | | | — | | | 1,000.0 | | | — | | |
Repayment of senior notes | 22 | — | | | — | | | (392.9) | | | (534.1) | | |
Realized gain (loss) on cross currency swap maturity | 19, 22 | (11.3) | | | 6.8 | | | 77.4 | | | 95.9 | | |
Payments on principal portion of lease liability | 12, 22 | (9.2) | | | (5.6) | | | (26.6) | | | (16.2) | | |
Dividends declared | 22 | (70.9) | | | (71.7) | | | (213.9) | | | (143.6) | | |
Change in non-cash working capital | 22 | (1.7) | | | 1.5 | | | (0.8) | | | (51.0) | | |
| | (148.3) | | | (289.7) | | | (1,083.2) | | | 1,103.0 | | |
Impact of foreign currency on cash balances | | — | | | (0.1) | | | 0.3 | | | 0.4 | | |
INCREASE (DECREASE) IN CASH | | 2.4 | | | 31.6 | | | (9.1) | | | (244.3) | | |
CASH AT BEGINNING OF PERIOD | | 5.8 | | | 14.0 | | | 17.3 | | | 289.9 | | |
CASH AT END OF PERIOD | | 8.2 | | | 45.6 | | | 8.2 | | | 45.6 | | |
See accompanying notes to the consolidated financial statements.
Supplementary Information:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash taxes refunded (paid) | — | | | (0.1) | | | 0.1 | | | (0.1) | | |
Cash interest paid | (23.3) | | | (33.4) | | | (144.6) | | | (71.1) | | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024 (UNAUDITED)
1.STRUCTURE OF THE BUSINESS
On May 10, 2024, Crescent Point Energy Corp. changed its name to Veren Inc. (the "Company" or "Veren"). The principal undertaking of Veren is to carry on the business of acquiring, developing and holding interests in petroleum and natural gas properties and assets related thereto through a general partnership and wholly owned subsidiaries.
Veren is the ultimate parent and is amalgamated in Alberta, Canada under the Business Corporations Act. The address of the principal place of business is 2000, 585 - 8th Ave S.W., Calgary, Alberta, Canada, T2P 1G1.
These interim consolidated financial statements were approved and authorized for issue by the Company's Board of Directors on October 30, 2024.
2.BASIS OF PREPARATION
These interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board applicable to the preparation of interim consolidated financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting and have been prepared following the same accounting policies as the annual consolidated financial statements for the year ended December 31, 2023. Certain information and disclosures included in the notes to the annual consolidated financial statements are condensed herein or are disclosed on an annual basis only. Accordingly, these interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023.
The policies applied in these consolidated financial statements are based on IFRS Accounting Standards issued and outstanding as of October 30, 2024, the date the Board of Directors approved the statements.
The Company’s presentation currency is Canadian dollars and all amounts reported are Canadian dollars unless noted otherwise. References to “US$” and "US dollars" are to United States ("U.S.") dollars. Veren's Canadian operations are presented herein as continuing operations. The Company's U.S. operations have been classified and presented as discontinued operations. See Note 7 - "Discontinued Operations" for additional information.
3.CHANGES IN ACCOUNTING POLICIES
Presentation of Financial Statements
IAS 1 Presentation of Financial Statements was amended in January 2020 by the International Accounting Standards Board to clarify the presentation requirements of liabilities as either current or non-current within the statement of financial position. The Company adopted this amendment in 2024 and the adoption did not have an impact on the Company's interim consolidated financial statements.
Income Taxes
IAS 12 Income Taxes was amended in May 2023 by the International Accounting Standards Board to provide guidance on deferred taxes arising in jurisdictions implementing the Pillar Two model rules published by the Organisation for Economic Co-operation and Development. This amendment was effective immediately and has been adopted by the Company with no impact to the Company's interim consolidated financial statements.
New accounting standards and amendments not yet adopted
Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements was issued in April 2024 by the International Accounting Standards Board and replaces IAS 1 Presentation of Financial Statements. The Standard introduces a defined structure to the statements of comprehensive income and specific disclosure requirements related to the same. The Standard is required to be adopted retrospectively and is effective for fiscal years beginning on or after January 1, 2027, with early adoption permitted. The Company is evaluating the impact that this standard will have on the consolidated financial statements.
Financial Instruments and Financial Instruments: Disclosures
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures were amended in May 2024 to clarify the date of recognition and derecognition of financial assets and liabilities. The amendments are effective for fiscal years beginning on or after January 1, 2026, with early adoption permitted. The Company is evaluating the impact that this amendment will have on the consolidated financial statements.
4.OTHER CURRENT ASSETS
At September 30, 2024, other current assets is comprised of deferred consideration receivable from capital dispositions of $49.5 million (December 31, 2023 - $79.2 million). See Note 6 - "Capital Acquisitions and Dispositions" for additional information.
5.EXPLORATION AND EVALUATION ASSETS
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 (1) | |
Exploration and evaluation assets at cost | 1,301.9 | | | 1,578.6 | | |
Accumulated amortization | (708.3) | | | (971.6) | | |
Net carrying amount | 593.6 | | | 607.0 | | |
| | | | |
Reconciliation of movements during the period | | | | |
Cost, beginning of period | 1,578.6 | | | 1,453.4 | | |
Accumulated amortization, beginning of period | (971.6) | | | (1,349.2) | | |
Net carrying amount, beginning of period | 607.0 | | | 104.2 | | |
| | | | |
Net carrying amount, beginning of period | 607.0 | | | 104.2 | | |
Acquisitions through business combinations | 14.5 | | | 515.2 | | |
Additions | 153.7 | | | 224.8 | | |
Dispositions | — | | | (0.1) | | |
Reclassified as assets held for sale | — | | | (1.8) | | |
Transfers to property, plant and equipment | (91.0) | | | (204.3) | | |
Amortization | (90.6) | | | (30.9) | | |
Foreign exchange | — | | | (0.1) | | |
Net carrying amount, end of period | 593.6 | | | 607.0 | | |
(1)Comparative period revised to reflect current period presentation.
Impairment test of exploration and evaluation assets
There were no indicators of impairment at September 30, 2024.
6.CAPITAL ACQUISITIONS AND DISPOSITIONS
In the nine months ended September 30, 2024, the Company incurred $16.0 million (nine months ended September 30, 2023 - $16.7 million) of total transaction costs.
a) Major property dispositions
North Dakota disposition
In 2023, the Company completed the disposition of its producing North Dakota assets. In the nine months ended September 30, 2024, the Company incurred $12.7 million in final closing adjustments related to the disposition. See Note 7 - "Discontinued Operations" for additional information.
Southern Alberta disposition
On January 26, 2024, the Company completed the disposition of its Southern Alberta assets for total consideration of $38.4 million, including interim closing adjustments. Total consideration consisted of $13.4 million in cash and $25.0 million of deferred consideration receivable. These assets were recorded as assets held for sale at December 31, 2023.
Swan Hills disposition
On March 21, 2024, the Company completed the disposition of its Swan Hills assets in Northern Alberta for total consideration of $80.5 million, including interim closing adjustments. These assets were recorded as assets held for sale at December 31, 2023.
Non-core Saskatchewan disposition
On June 14, 2024, the Company completed the disposition of certain non-core assets in its Southeast Saskatchewan and Southwest Saskatchewan cash-generating units ("CGUs") for total consideration of $540.7 million, including interim closing adjustments. These assets were recorded as assets held for sale at March 31, 2024.
b) Minor property acquisitions and dispositions
In the nine months ended September 30, 2024, the Company completed minor property acquisitions and dispositions for net consideration paid of $25.0 million. The fair value of net assets acquired was $25.3 million.
The following table summarizes the Company's capital acquisitions and dispositions:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | | | North Dakota Disposition | | Southern Alberta Disposition (1) | | Swan Hills Disposition (1) | | Non-core Saskatchewan Disposition (2) | | Other minor acquisitions, net | |
Cash | | | (12.7) | | | 13.4 | | | 80.5 | | | 540.7 | | | (25.0) | | |
| | | | | | | | | | | | |
Deferred consideration receivable | | | — | | | 25.0 | | | — | | | — | | | — | | |
Consideration (paid) received | | | (12.7) | | | 38.4 | | | 80.5 | | | 540.7 | | | (25.0) | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Exploration and evaluation | | | — | | | — | | | — | | | — | | | 14.5 | | |
Property, plant and equipment | | | — | | | (129.5) | | | (117.5) | | | (637.8) | | | 18.4 | | |
Goodwill | | | — | | | (3.7) | | | (2.9) | | | — | | | — | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Decommissioning liability | | | — | | | 92.4 | | | 39.9 | | | 98.0 | | | 0.1 | | |
| | | | | | | | | | | | |
Derivative liability | | | — | | | — | | | 3.5 | | | — | | | — | | |
| | | | | | | | | | | | |
Deferred income tax liability | | | — | | | — | | | — | | | — | | | (7.7) | | |
Fair value of net assets acquired (Carrying value of net assets disposed) | | | — | | | (40.8) | | | (77.0) | | | (539.8) | | | 25.3 | | |
| | | | | | | | | | | | |
Gain (loss) on capital dispositions | | | (12.7) | | | (2.4) | | | 3.5 | | | 0.9 | | | 0.3 | | |
(1)These assets were recorded as assets held for sale at December 31, 2023.
(2)These assets were recorded as assets held for sale at March 31, 2024. These assets were subject to impairment losses on Property, Plant & Equipment ("PP&E") and goodwill. For additional information, see Note 8 - "Property, Plant and Equipment" and Note 9 - "Goodwill", respectively.
c) Assets held for sale
At September 30, 2024, the Company classified certain infrastructure assets in its Alberta CGU as held for sale. Upon classification, assets held for sale were recorded at the lesser of their carrying value and recoverable amount. The Company completed the disposition of these assets in October 2024. See Note 24 - "Subsequent Events" for additional information.
| | | | | | | | | | | | | | | | | |
($ millions) | | September 30, 2024 | | December 31, 2023 (1) | |
Assets held for sale - PP&E | | 402.6 | | | 247.1 | | |
Liabilities held for sale - Decommissioning liability | | (2.6) | | | (132.4) | | |
(1)Assets held for sale at December 31, 2023 were disposed of during the first quarter of 2024.
For additional information on the Company's assets and liabilities held for sale see Note 8 - "Property, Plant and Equipment" and Note 13 - "Decommissioning Liability", respectively.
7.DISCONTINUED OPERATIONS
In 2023, the Company completed the disposition of its producing North Dakota assets, which made up its Northern U.S. CGU. The Northern U.S. CGU represented a geographical area of the Company's operations, therefore, its results were classified as a discontinued operation in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
a) Results from discontinued operations
The following table summarizes the Company's financial results from discontinued operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
(Cdn$ millions) | 2024 | | 2023 | | 2024 | | 2023 | |
REVENUE AND OTHER INCOME | | | | | | | | |
Oil and gas sales | — | | | 237.6 | | | — | | | 547.2 | | |
Royalties | — | | | (61.1) | | | — | | | (139.8) | | |
Oil and gas revenue | — | | | 176.5 | | | — | | | 407.4 | | |
Commodity derivative losses | — | | | (28.5) | | | — | | | (28.5) | | |
Other income (loss) | — | | | (0.1) | | | (12.7) | | | 6.2 | | |
| — | | | 147.9 | | | (12.7) | | | 385.1 | | |
EXPENSES | | | | | | | | |
Operating | — | | | 28.1 | | | — | | | 71.9 | | |
Transportation | — | | | 4.5 | | | — | | | 11.2 | | |
General and administrative | — | | | 0.6 | | | — | | | 1.7 | | |
| | | | | | | | |
Share-based compensation | — | | | 0.2 | | | — | | | 0.3 | | |
Depletion, depreciation and amortization | — | | | 72.0 | | | — | | | 170.3 | | |
Impairment | — | | | 728.4 | | | — | | | 728.4 | | |
Accretion and financing | — | | | 0.1 | | | — | | | 0.4 | | |
| — | | | 833.9 | | | — | | | 984.2 | | |
Net income (loss) before tax from discontinued operations | — | | | (686.0) | | | (12.7) | | | (599.1) | | |
| | | | | | | | |
Tax expense | | | | | | | | |
Current | — | | | — | | | — | | | — | | |
Deferred | — | | | 257.5 | | | — | | | 278.6 | | |
Net income (loss) from discontinued operations | — | | | (943.5) | | | (12.7) | | | (877.7) | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
b) Cash flows from discontinued operations
The following table summarizes cash flows from discontinued operations reported in the consolidated statements of cash flows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
(Cdn$ millions) | 2024 | | 2023 | | 2024 | | 2023 | |
Cash provided by (used in) discontinued operations | | | | | | | | |
Operating activities | — | | | 111.8 | | | — | | | 311.6 | | |
Investing activities | — | | | (66.1) | | | (12.7) | | | (312.8) | | |
| | | | | | | | |
Increase (decrease) in cash from discontinued operations | — | | | 45.7 | | | (12.7) | | | (1.2) | | |
8.PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 (1) | |
Development and production assets | 21,614.6 | | | 24,580.6 | | |
Corporate assets | 135.8 | | | 132.1 | | |
Property, plant and equipment at cost | 21,750.4 | | | 24,712.7 | | |
Accumulated depletion, depreciation and impairment | (12,271.3) | | | (13,994.4) | | |
Net carrying amount | 9,479.1 | | | 10,718.3 | | |
| | | | |
Reconciliation of movements during the period | | | | |
Development and production assets | | | | |
Cost, beginning of period | 24,580.6 | | | 22,340.0 | | |
Accumulated depletion and impairment, beginning of period | (13,901.4) | | | (14,651.8) | | |
Net carrying amount, beginning of period | 10,679.2 | | | 7,688.2 | | |
| | | | |
Net carrying amount, beginning of period | 10,679.2 | | | 7,688.2 | | |
| | | | |
Acquisitions through business combinations | 19.8 | | | 4,348.6 | | |
Additions | 1,063.9 | | | 1,025.8 | | |
Dispositions | (2.2) | | | (26.9) | | |
Transfers from exploration and evaluation assets | 91.0 | | | 204.3 | | |
Reclassified as assets held for sale | (1,039.6) | | | (729.5) | | |
Depletion | (883.0) | | | (1,009.3) | | |
Impairment | (486.8) | | | (822.2) | | |
Foreign exchange | 0.1 | | | 0.2 | | |
Net carrying amount, end of period | 9,442.4 | | | 10,679.2 | | |
| | | | |
Cost, end of period | 21,614.6 | | | 24,580.6 | | |
Accumulated depletion and impairment, end of period | (12,172.2) | | | (13,901.4) | | |
Net carrying amount, end of period | 9,442.4 | | | 10,679.2 | | |
| | | | |
Corporate assets | | | | |
Cost, beginning of period | 132.1 | | | 126.2 | | |
Accumulated depreciation, beginning of period | (93.0) | | | (85.0) | | |
Net carrying amount, beginning of period | 39.1 | | | 41.2 | | |
| | | | |
Net carrying amount, beginning of period | 39.1 | | | 41.2 | | |
Additions | 3.7 | | | 5.9 | | |
Depreciation | (6.1) | | | (8.0) | | |
| | | | |
Net carrying amount, end of period | 36.7 | | | 39.1 | | |
| | | | |
Cost, end of period | 135.8 | | | 132.1 | | |
Accumulated depreciation, end of period | (99.1) | | | (93.0) | | |
Net carrying amount, end of period | 36.7 | | | 39.1 | | |
(1)Comparative period revised to reflect current period presentation.
Direct general and administrative costs capitalized by the Company during the nine months ended September 30, 2024, were $34.9 million (year ended December 31, 2023 - $42.4 million), including $4.8 million of share-based compensation costs (year ended December 31, 2023 - $5.7 million).
Assets Held for Sale
At March 31, 2024, the Company classified certain non-core assets in its Southeast Saskatchewan and Southwest Saskatchewan CGUs as held for sale. Immediately prior to classifying the assets as held for sale, the Company conducted a review of the assets' recoverable amounts and recorded an impairment loss of $486.8 million on PP&E. The recoverable amount was determined based on the assets' fair value less costs of disposal and based on expected consideration. The Company completed the disposition of these assets in June 2024. See Note 6 - "Capital Acquisitions and Dispositions" for additional information.
At September 30, 2024, the Company classified certain infrastructure assets in its Alberta CGU as held for sale. Immediately prior to classifying the assets as held for sale, the Company conducted a review of the assets' recoverable amounts. The recoverable amount was determined based on the assets' fair value less costs of disposal and based on expected consideration and no impairment was recorded on PP&E. The Company completed the disposition of these assets in October 2024. See Note 24 - "Subsequent Events" for additional information.
Impairment test of property, plant and equipment
At September 30, 2024, there were no indicators of impairment or impairment reversal on its remaining PP&E.
9.GOODWILL
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 | |
Goodwill, beginning of period | 275.9 | | | 203.9 | | |
Hammerhead acquisition | — | | | 72.6 | | |
Impairment | (25.5) | | | — | | |
Southern Alberta disposition | (3.7) | | | — | | |
Swan Hills disposition | (2.9) | | | — | | |
Other dispositions | — | | | (0.6) | | |
| | | | |
Goodwill, end of period | 243.8 | | | 275.9 | | |
Goodwill has been assigned to the Canadian operating segment.
At March 31, 2024, the Company classified certain non-core assets in the Canadian operating segment as held for sale. Immediately prior to classifying the assets as held for sale, the Company conducted a review of the assets' recoverable amounts and recorded an impairment loss of $25.5 million related to goodwill. The Company completed the disposition of these assets in June 2024. See Note 6 - "Capital Acquisitions and Dispositions" for additional information.
10.OTHER CURRENT LIABILITIES
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 | |
Long-term compensation liability | 17.0 | | | 37.5 | | |
Lease liability | 37.9 | | | 40.5 | | |
Decommissioning liability | 41.3 | | | 40.0 | | |
Other current liabilities | 96.2 | | | 118.0 | | |
11.LONG-TERM DEBT
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 | |
Revolving bank debt | 1,263.3 | | | 1,932.9 | | |
Bank term loan | — | | | 750.0 | | |
Public senior notes | 1,000.0 | | | — | | |
Private senior notes | 513.4 | | | 883.4 | | |
Long-term debt | 2,776.7 | | | 3,566.3 | | |
Long-term debt due within one year | 486.4 | | | 380.0 | | |
Long-term debt due beyond one year | 2,290.3 | | | 3,186.3 | | |
Bank debt
Revolving bank debt
On October 30, 2024, the Company extended the maturity dates of its $2.36 billion credit facilities to November 26, 2028 and elected to cancel the $400.0 million unsecured syndicated credit facility. See Note 24 - "Subsequent Events" for additional information.
The credit facilities have covenants which restrict the Company's ratio of senior debt to adjusted EBITDA to a maximum of 3.5:1.0, the ratio of total debt to adjusted EBITDA to a maximum of 4.0:1.0 and the ratio of total debt to capital, adjusted for certain non-cash items, to a maximum of 0.6:1.0. The Company was in compliance with all debt covenants at September 30, 2024.
The Company had letters of credit in the amount of $44.0 million outstanding at September 30, 2024 (December 31, 2023 - $26.2 million).
Bank term loan
The Company fully retired its bank term loan during the second quarter of 2024.
Senior notes
At September 30, 2024, the Company had aggregate outstanding senior notes of $1.51 billion, consisting of private senior notes and public senior notes that were issued during the second quarter of 2024.
At September 30, 2024, the Company had outstanding private senior notes of US$332.0 million and Cdn$65.0 million.
During the second quarter of 2024, the Company issued two tranches of investment grade public senior notes in the aggregate amount of Cdn$1.00 billion, consisting of Cdn$550.0 million of 4.968% five-year notes priced at par and due June 2029, and Cdn$450.0 million of 5.503% 10-year notes priced at par and due June 2034.
Concurrent with the issuance of private senior notes with total principal of US$259.5 million, the Company entered into cross currency swaps ("CCS") to manage the Company's foreign exchange risk. The CCS fix the US dollar amount of the individual tranches of notes for purposes of interest and principal repayments at a notional amount of $330.5 million. See Note 21 - "Financial Instruments and Derivatives" for additional information.
The following table summarizes the Company's senior notes:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Principal ($ millions) | Coupon Rate | Hedged Principal (1) (Cdn$ millions) | Unhedged Principal (2) (Cdn$ millions) | Interest Payment Dates | Maturity Date | Financial statement carrying value |
September 30, 2024 | | December 31, 2023 | |
Cdn$40.0 | 3.850 | % | — | | — | | December 20 and June 20 | June 20, 2024 | — | | | 40.0 | | |
US$257.5 | 3.750 | % | — | | — | | December 20 and June 20 | June 20, 2024 | — | | | 340.0 | | |
US$82.0 | 4.300 | % | 67.9 | | 40.5 | | October 11 and April 11 | April 11, 2025 | 110.8 | | | 108.3 | | |
Cdn$65.0 | 3.940 | % | 65.0 | | — | | October 22 and April 22 | April 22, 2025 | 65.0 | | | 65.0 | | |
US$230.0 | 4.080 | % | 262.6 | | 30.4 | | October 22 and April 22 | April 22, 2025 | 310.6 | | | 303.7 | | |
US$20.0 | 4.180 | % | — | | 27.0 | | October 22 and April 22 | April 22, 2027 | 27.0 | | | 26.4 | | |
Cdn$550.0 | 4.968 | % | 550.0 | | — | | December 21 and June 21 | June 21, 2029 | 550.0 | | | — | | |
Cdn$450.0 | 5.503 | % | 450.0 | | — | | December 21 and June 21 | June 21, 2034 | 450.0 | | | — | | |
Senior notes | 1,395.5 | | 97.9 | | | | 1,513.4 | | | 883.4 | | |
Due within one year | 395.5 | | 70.9 | | | | 486.4 | | | 380.0 | | |
Due beyond one year | 1,000.0 | | 27.0 | | | | 1,027.0 | | | 503.4 | | |
(1)Includes underlying derivatives which fix the Company's foreign exchange exposure on its US dollar private senior notes or represents the Canadian dollar principal on Canadian dollar denominated senior notes.
(2)Includes the principal balance translated at the period end foreign exchange rate on US dollar private senior notes that do not have underlying CCS.
12.LEASES
Right-of-use asset
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | Office (1) | | Fleet Vehicles | | Equipment | | Total | |
Right-of-use asset at cost | 124.8 | | | 36.3 | | | 38.5 | | | 199.6 | | |
Accumulated depreciation | (72.8) | | | (27.0) | | | (20.8) | | | (120.6) | | |
Net carrying amount | 52.0 | | | 9.3 | | | 17.7 | | | 79.0 | | |
| | | | | | | | |
Reconciliation of movements during the period | | | | | | | | |
Cost, beginning of period | 124.8 | | | 36.3 | | | 37.7 | | | 198.8 | | |
Accumulated depreciation, beginning of period | (65.1) | | | (22.1) | | | (8.8) | | | (96.0) | | |
Net carrying amount, beginning of period | 59.7 | | | 14.2 | | | 28.9 | | | 102.8 | | |
| | | | | | | | |
Net carrying amount, beginning of period | 59.7 | | | 14.2 | | | 28.9 | | | 102.8 | | |
| | | | | | | | |
Additions | — | | | — | | | 1.1 | | | 1.1 | | |
| | | | | | | | |
Dispositions | — | | | — | | | (0.3) | | | (0.3) | | |
Depreciation | (7.7) | | | (4.9) | | | (12.0) | | | (24.6) | | |
| | | | | | | | |
| | | | | | | | |
Net carrying amount, end of period | 52.0 | | | 9.3 | | | 17.7 | | | 79.0 | | |
(1)A portion of the Company's office space is subleased. During the nine months ended September 30, 2024, the Company recorded sublease income of $2.0 million (nine months ended September 30, 2023 - $3.0 million) as a component of other income.
Lease liability
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 | |
Lease liability, beginning of period | 144.7 | | | 124.1 | | |
Acquisitions through business combinations | — | | | 4.3 | | |
Additions | 1.1 | | | 38.2 | | |
Dispositions | (0.3) | | | — | | |
Reclassified as liabilities associated with assets held for sale | — | | | (1.1) | | |
Financing | 5.2 | | | 5.2 | | |
Payments on lease liability | (31.8) | | | (26.0) | | |
| | | | |
| | | | |
| | | | |
Lease liability, end of period | 118.9 | | | 144.7 | | |
Expected to be incurred within one year | 37.9 | | | 40.5 | | |
Expected to be incurred beyond one year | 81.0 | | | 104.2 | | |
The undiscounted cash flows relating to the lease liability are as follows:
| | | | | | | | |
($ millions) | September 30, 2024 | |
1 year | 42.6 | | |
2 to 3 years | 41.6 | | |
4 to 5 years | 34.7 | | |
More than 5 years | 12.4 | | |
Total (1) | 131.3 | | |
(1)Includes both the principal and amounts representing financing.
13.DECOMMISSIONING LIABILITY
Upon retirement of its oil and gas assets, the Company anticipates incurring substantial costs associated with decommissioning. The estimated cash flows have been discounted using a risk-free rate of 3.13 percent and a derived inflation rate of 1.64 percent (December 31, 2023 - risk-free rate of 3.02 percent and inflation rate of 1.62 percent).
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 (1) | |
Decommissioning liability, beginning of period | 606.4 | | | 675.5 | | |
| | | | |
Liabilities incurred | 8.1 | | | 19.8 | | |
Liabilities acquired through capital acquisitions | 0.1 | | | 40.1 | | |
Liabilities disposed through capital dispositions | 0.2 | | | (4.1) | | |
Liabilities settled (2) | (28.7) | | | (45.4) | | |
Revaluation of acquired decommissioning liabilities (3) | 0.1 | | | 38.5 | | |
Change in estimates | — | | | (3.0) | | |
Change in discount and inflation rate estimates | 2.9 | | | (19.6) | | |
Accretion | 13.2 | | | 22.7 | | |
| | | | |
Reclassified as liabilities associated with assets held for sale | (101.0) | | | (118.1) | | |
| | | | |
Decommissioning liability, end of period | 501.3 | | | 606.4 | | |
Expected to be incurred within one year | 41.3 | | | 40.0 | | |
Expected to be incurred beyond one year | 460.0 | | | 566.4 | | |
(1)Comparative period revised to reflect current period presentation.
(2)Includes nil received from government grant programs during the nine months ended September 30, 2024 (year ended December 31, 2023 - $5.4 million).
(3)These amounts relate to the revaluation of acquired decommissioning liabilities at the end of the period using a risk-free discount rate. At the date of acquisition, acquired decommissioning liabilities are fair valued.
14.SHAREHOLDERS' CAPITAL
Veren has an unlimited number of common shares authorized for issuance.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 | |
| Number of shares | | Amount ($ millions) | | Number of shares | | Amount ($ millions) | |
Common shares, beginning of period | 619,929,490 | | | 17,324.6 | | | 550,888,983 | | | 16,675.8 | | |
| | | | | | | | |
Issued on capital acquisition | — | | | — | | | 53,202,339 | | | 493.0 | | |
Issued for cash | — | | | — | | | 48,550,000 | | | 500.1 | | |
Issued on redemption of restricted shares | 716,551 | | | 5.5 | | | 1,436,017 | | | 4.9 | | |
Issued on exercise of stock options | 1,467,115 | | | 3.1 | | | 464,051 | | | 0.7 | | |
Common shares repurchased for cancellation | (5,785,700) | | | (66.1) | | | (34,611,900) | | | (349.9) | | |
| | | | | | | | |
Common shares, end of period | 616,327,456 | | | 17,267.1 | | | 619,929,490 | | | 17,324.6 | | |
Cumulative share issue costs, net of tax | — | | | (272.7) | | | — | | | (271.9) | | |
Total shareholders’ capital, end of period | 616,327,456 | | | 16,994.4 | | | 619,929,490 | | | 17,052.7 | | |
Normal Course Issuer Bids
On March 7, 2024, the Company announced the approval by the Toronto Stock Exchange of its notice to implement a Normal Course Issuer Bid ("NCIB"). The NCIB allows the Company to purchase, for cancellation, up to 61,663,522 common shares, or 10 percent of the Company's public float, as at February 29, 2024. The NCIB commenced on March 11, 2024 and is due to expire on March 10, 2025. The Company's previous NCIB commenced on March 9, 2023 and expired on March 8, 2024.
During the nine months ended September 30, 2024, the Company purchased 5.8 million common shares for total consideration of $66.1 million under its current NCIB. The total cost paid, including commissions, fees and taxes, was recognized directly as a reduction in shareholders' equity. Under the NCIB, all common shares purchased are cancelled.
15.DEFICIT
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 | |
Accumulated earnings (deficit) | (2,003.8) | | | (2,130.3) | | |
Accumulated gain on shares issued pursuant to DRIP (1) and SDP (2) | 8.4 | | | 8.4 | | |
Accumulated tax effect on redemption of restricted shares | 18.8 | | | 18.2 | | |
Accumulated dividends | (8,312.7) | | | (8,098.8) | | |
Deficit | (10,289.3) | | | (10,202.5) | | |
(1)Premium Dividend TM and Dividend Reinvestment Plan – suspended in 2015.
(2)Share Dividend Plan – suspended in 2015.
16.CAPITAL MANAGEMENT
| | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | December 31, 2023 | |
Long-term debt (1) | 2,776.7 | | | 3,566.3 | | |
Adjusted working capital deficiency (2) | 190.4 | | | 196.3 | | |
Unrealized foreign exchange on translation of hedged US dollar long-term debt | (7.7) | | | (24.5) | | |
Net debt | 2,959.4 | | | 3,738.1 | | |
Shareholders’ equity | 6,718.2 | | | 6,867.5 | | |
Total capitalization | 9,677.6 | | | 10,605.6 | | |
(1)Includes current portion of long-term debt.
(2)Adjusted working capital deficiency is calculated as accounts payable and accrued liabilities, dividends payable and long-term compensation liability net of equity derivative contracts, less cash, accounts receivable, prepaids and deposits, and deferred consideration receivable.
The following table reconciles cash flow from operating activities to adjusted funds flow from operations for the three and nine months ended September 30, 2024 and September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | 2024 | | 2023 | |
Cash flow from operating activities | 561.7 | | | 648.9 | | | 1,598.7 | | | 1,584.4 | | |
Changes in non-cash working capital | (29.3) | | | 27.1 | | | 84.8 | | | 136.9 | | |
Transaction costs | 1.8 | | | 0.3 | | | 16.0 | | | 16.7 | | |
Decommissioning expenditures | 14.1 | | | 10.8 | | | 28.7 | | | 26.6 | | |
Adjusted funds flow from operations | 548.3 | | | 687.1 | | | 1,728.2 | | | 1,764.6 | | |
Veren's objective for managing its capital structure is to maintain a strong balance sheet and capital base to provide financial flexibility, position the Company to fund future development projects and provide returns to shareholders.
Veren manages its capital structure and short-term financing requirements using a measure not defined in IFRS Accounting Standards, or standardized, the ratio of net debt to adjusted funds flow from operations. Net debt to adjusted funds flow from operations is used to measure the Company's overall debt position and to measure the strength of the Company's balance sheet and may not be comparable to similar financial measures disclosed by other issuers. Veren's objective is to manage this metric to be well positioned to execute its business objectives during periods of volatile commodity prices. Veren monitors this ratio and uses it as a key measure in capital allocation decisions including capital spending levels, returns to shareholders including dividends and share repurchases, and financing considerations. The Company's net debt to adjusted funds flow from operations ratio for the trailing four quarters at September 30, 2024 was 1.3 times (December 31, 2023 - 1.6 times).
Veren is subject to certain financial covenants on its credit facilities and private senior notes agreements and was in compliance with all financial covenants as at September 30, 2024.
Veren retains financial flexibility with liquidity on its credit facilities. The Company continuously monitors the commodity price environment and manages its counterparty exposure to mitigate credit losses and protect its balance sheet.
17.COMMODITY DERIVATIVE GAINS (LOSSES)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | 2024 | | 2023 | |
Realized gains (losses) | 33.6 | | | (4.9) | | | 34.7 | | | 13.0 | | |
Unrealized gains (losses) | 165.2 | | | (74.2) | | | 13.1 | | | (42.2) | | |
Commodity derivative gains (losses) | 198.8 | | | (79.1) | | | 47.8 | | | (29.2) | | |
18.INTEREST EXPENSE
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | 2024 | | 2023 | |
Interest expense on long-term debt | 42.6 | | | 43.8 | | | 160.1 | | | 89.7 | | |
Unrealized (gain) loss on interest derivative contracts | (0.2) | | | (0.5) | | | — | | | 1.1 | | |
Interest expense | 42.4 | | | 43.3 | | | 160.1 | | | 90.8 | | |
19.FOREIGN EXCHANGE GAIN
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | 2024 | | 2023 | |
Translation of US dollar long-term debt | 27.5 | | | (62.7) | | | (62.8) | | | (22.7) | | |
Realized gain (loss) on CCS - principal | (11.3) | | | 6.8 | | | 77.4 | | | 95.9 | | |
Unrealized gain (loss) on CCS - principal | (13.0) | | | 55.7 | | | (15.1) | | | (64.7) | | |
Foreign exchange gain (loss) related to US dollar long-term debt | 3.2 | | | (0.2) | | | (0.5) | | | 8.5 | | |
Unrealized gain (loss) on foreign exchange swaps | 0.4 | | | 0.2 | | | (2.3) | | | 0.1 | | |
Other | (2.9) | | | 2.3 | | | 4.5 | | | 0.9 | | |
Foreign exchange gain | 0.7 | | | 2.3 | | | 1.7 | | | 9.5 | | |
20.SHARE-BASED COMPENSATION
The following table reconciles the number of restricted shares, Employee Share Value Plan ("ESVP") awards, Performance Share Units ("PSUs") and Deferred Share Units ("DSUs") for the nine months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Restricted Shares | | ESVP | | PSUs (1) | | DSUs | |
Balance, beginning of period | 1,380,685 | | | 2,660,066 | | | 1,623,248 | | | 1,728,423 | | |
Granted | 452,620 | | | 1,814,511 | | | 1,263,641 | | | 131,647 | | |
| | | | | | | | |
Redeemed | (716,551) | | | (1,323,383) | | | — | | | — | | |
Forfeited | — | | | (243,730) | | | — | | | — | | |
| | | | | | | | |
Balance, end of period | 1,116,754 | | | 2,907,464 | | | 2,886,889 | | | 1,860,070 | | |
(1)Based on underlying units before any effect of performance multipliers.
The following tables summarize information regarding stock options outstanding as at September 30, 2024:
| | | | | | | | | | | | | | |
| Stock options (number of units) | | Weighted average exercise price ($) | |
Balance, beginning of period | 3,224,260 | | | 4.74 | | |
| | | | |
Exercised | (2,334,838) | | | 4.49 | | |
| | | | |
| | | | |
Balance, end of period | 889,422 | | | 5.37 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Range of exercise prices ($) | | Number of stock options outstanding | | Weighted average remaining term for stock options outstanding (years) | | Weighted average exercise price per share for stock options outstanding ($) | | Number of stock options exercisable | | Weighted average exercise price per share for stock options exercisable ($) | |
1.09 - 1.65 | | 283,313 | | | 2.50 | | 1.09 | | | 283,313 | | | 1.09 | | |
1.66 - 4.61 | | 84,278 | | | 1.60 | | 3.78 | | | 83,352 | | | 3.78 | | |
4.62 - 7.65 | | 227,600 | | | 3.50 | | 5.24 | | | 58,742 | | | 5.24 | | |
7.66 - 10.06 | | 294,231 | | | 0.27 | | 10.06 | | | 294,231 | | | 10.06 | | |
| | 889,422 | | | 1.93 | | 5.37 | | | 719,638 | | | 5.41 | | |
| | | | | | | | | | | |
The volume weighted average trading price of the Company's common shares on the Toronto Stock Exchange was $10.23 per share during the nine months ended September 30, 2024.
21.FINANCIAL INSTRUMENTS AND DERIVATIVES
The Company's financial assets and liabilities are comprised of cash, accounts receivable, deferred consideration receivable, derivative assets and liabilities, accounts payable and accrued liabilities, dividends payable and long-term debt.
a) Carrying amount and fair value of financial instruments
The fair value of cash, accounts receivable, accounts payable and accrued liabilities and dividends payable approximate their carrying amount due to the short-term nature of those instruments. The fair value of the amounts drawn on bank debt is equal to its carrying amount as the facilities bear interest at floating rates and credit spreads that are indicative of market rates. These financial instruments are classified as financial assets and liabilities at amortized cost and are reported at amortized cost.
A portion of the deferred consideration receivable is short-term in nature and its fair value approximates its carrying value. The remaining portion of the deferred consideration receivable bears interest. Both receivables are classified as financial assets at amortized cost and reported at amortized cost.
Veren's derivative assets and liabilities are transacted in active markets, classified as financial assets and liabilities at fair value through profit or loss and fair valued at each period with the resulting gain or loss recorded in net income.
At September 30, 2024, the senior notes had a carrying value of $1.51 billion and a fair value of $1.56 billion (December 31, 2023 - $883.4 million and $853.0 million, respectively).
Derivative assets and liabilities
Derivative assets and liabilities arise from the use of derivative contracts. Veren's derivative assets and liabilities are classified as Level 2 with values based on inputs including quoted forward prices for commodities, time value and volatility factors. Accordingly, the Company's derivative financial instruments are classified as fair value through profit or loss and are reported at fair value with changes in fair value recorded in net income.
The following table summarizes the fair value as at September 30, 2024 and the change in fair value for the nine months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | Commodity (1) | | Interest (2) | | Foreign exchange (3) | | Equity | | | | Total | |
Derivative assets, beginning of period | 173.5 | | | 3.3 | | | 21.4 | | | 1.6 | | | | | 199.8 | | |
| | | | | | | | | | | | |
Dispositions | 3.5 | | | — | | | — | | | — | | | | | 3.5 | | |
Unrealized change in fair value | 13.1 | | | — | | | (17.4) | | | (6.8) | | | | | (11.1) | | |
| | | | | | | | | | | | |
Foreign exchange | 0.5 | | | — | | | — | | | — | | | | | 0.5 | | |
Derivative assets (liabilities), end of period | 190.6 | | | 3.3 | | | 4.0 | | | (5.2) | | | | | 192.7 | | |
| | | | | | | | | | | | |
Derivative assets, end of period | 193.0 | | | 3.3 | | | 15.5 | | | 0.1 | | | | | 211.9 | | |
Derivative liabilities, end of period | (2.4) | | | — | | | (11.5) | | | (5.3) | | | | | (19.2) | | |
(1)Includes crude oil, crude oil differentials, natural gas and natural gas differential contracts.
(2)Interest payments on CCS.
(3)Includes principal portion of CCS and foreign exchange contracts.
b) Risks associated with financial assets and liabilities
The Company is exposed to financial risks from its financial assets and liabilities. The financial risks include market risk relating to commodity prices, interest rates, foreign exchange rates and equity price as well as credit and liquidity risk.
Commodity price risk
The Company is exposed to commodity price risk on crude oil and condensate, NGLs and natural gas revenues. To manage a portion of this risk, the Company has entered into various derivative agreements.
The following table summarizes the unrealized gains (losses) on the Company's commodity financial derivative contracts and the resulting impact on income before tax due to fluctuations in commodity prices or differentials, with all other variables held constant:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | September 30, 2023 | |
| Increase 10% | | Decrease 10% | | Increase 10% | | Decrease 10% | |
Commodity price | | | | | | | | |
Crude oil | (94.6) | | | 93.4 | | | (87.7) | | | 81.8 | | |
Natural gas | (36.5) | | | 36.6 | | | (7.8) | | | 7.8 | | |
| | | | | | | | |
Differential | | | | | | | | |
Crude oil | 1.6 | | | (1.6) | | | 1.0 | | | (1.0) | | |
Natural gas | 24.0 | | | (24.0) | | | 6.1 | | | (6.1) | | |
Interest rate risk
The Company is exposed to interest rate risk on amounts drawn on its bank debt to the extent of changes in market interest rates. Based on the Company's floating rate debt position, as at September 30, 2024, a 1 percent increase or decrease in the interest rate on floating rate debt would amount to an impact on income before tax of $3.2 million and $9.5 million for the three and nine months ended September 30, 2024, respectively (three and nine months ended September 30, 2023 - $5.1 million and $15.3 million, respectively).
Foreign exchange risk
The Company is exposed to foreign exchange risk in relation to its US dollar denominated long-term debt, US dollar denominated working capital, US dollar denominated commodity derivative contracts, investment in its U.S. subsidiary and on a portion of its commodity sales. Veren utilizes foreign exchange derivatives to hedge its foreign exchange exposure on its US dollar denominated long-term debt. To reduce foreign exchange risk relating to commodity sales, the Company utilizes a combination of foreign exchange swaps and fixed price WTI crude oil contracts that settle in Canadian dollars.
The following table summarizes the resulting unrealized gains (losses) impacting income before tax due to the respective changes in the period end and applicable foreign exchange rates, with all other variables held constant:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | Exchange Rate | September 30, 2024 | | September 30, 2023 | |
Cdn$ relative to US$ | | Increase 10% | | Decrease 10% | | Increase 10% | | Decrease 10% | |
US dollar long-term debt | Period End | 157.1 | | | (157.1) | | | 275.7 | | | (275.7) | | |
Cross currency swaps | Forward | (148.0) | | | 148.0 | | | (267.2) | | | 267.2 | | |
Foreign exchange swaps | Forward | 7.8 | | | (7.8) | | | 65.0 | | | (65.0) | | |
Equity price risk
The Company is exposed to equity price risk on its own share price in relation to certain share-based compensation plans detailed in Note 20 - "Share-based Compensation". The Company has entered into total return swaps to mitigate its exposure to fluctuations in its share price by fixing the future settlement cost on a portion of its cash settled plans.
The following table summarizes the unrealized gains (losses) on the Company's equity derivative contracts and the resulting impact on income before tax due to the respective changes in the applicable share price, with all other variables held constant:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | September 30, 2024 | | September 30, 2023 (1) | |
Share price | Increase 25% | | Decrease 25% | | Increase 25% | | Decrease 25% | |
Total return swaps | 5.3 | | | (5.3) | | | 7.8 | | | (7.8) | | |
(1)Comparative period revised to reflect current period presentation.
Credit risk
The Company is exposed to credit risk in relation to its physical oil and gas sales, financial counterparty, deferred consideration and joint venture receivables. A substantial portion of the Company's accounts receivable are with customers in the oil and gas industry and are subject to normal industry credit risks. To mitigate credit risk associated with its physical sales portfolio, Veren obtains financial assurances such as parental guarantees, letters of credit, prepayments and third party credit insurance. Including these assurances, approximately 98 percent of the Company's oil and gas sales are with entities considered investment grade.
At September 30, 2024, approximately 5 percent (December 31, 2023 - 4 percent) of the Company's accounts receivable balance was outstanding for more than 90 days and the Company's average expected credit loss was 0.80 percent (December 31, 2023 - 0.83 percent) on a portion of the Company’s accounts receivable balance relating to joint venture receivables.
Liquidity risk
The Company manages its liquidity risk through managing its capital structure and continuously monitoring forecast cash flows and available credit under existing banking facilities as well as other potential sources of capital.
At September 30, 2024, prior to the renewal of the credit facilities, the Company had available unused borrowing capacity on bank credit facilities of approximately $1.49 billion, including cash of $8.2 million. See Note 24 - "Subsequent Events" for additional information.
c) Derivative contracts
The following is a summary of the derivative contracts in place as at September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial WTI Crude Oil Derivative Contracts – Canadian Dollar (1) |
| Swap | | Collar | | | | | |
Term | Volume (bbls/d) | | Average Price ($/bbl) | | Volumes (bbls/d) | | Average Sold Call Price ($/bbl) | | Average Bought Put Price ($/bbl) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
October 2024 - December 2024 (2) | 27,000 | | | 102.36 | | | 25,000 | | | 113.08 | | | 97.98 | | | | | | | | | | | | | | |
January 2025 - September 2025 | 13,467 | | | 101.41 | | | 11,469 | | | 106.04 | | | 96.04 | | | | | | | | | | | | | | |
(1)The volumes and prices reported are the weighted average volumes and prices for the period.
(2)Includes 6,000 bbls/d which can be extended at the option of the counterparty for the first half of 2025 at an average swap price of $101.11/bbl.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial WTI Crude Oil Differential Derivative Contracts – Canadian Dollar (1) |
Term | Volume (bbls/d) | | Contract | | Basis | | Fixed Differential ($/bbl) | |
| | | | | | | | |
October 2024 - December 2024 | 1,500 | | | Basis Swap | | MSW (2) | | (3.58) | | |
(1)The volumes and prices reported are the weighted average volumes and prices for the period.
(2)MSW refers to the Mixed Sweet Blend crude oil differential.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial WTI Crude Oil Differential Derivative Contracts – US Dollar (1) |
Term | Volume (bbls/d) | | Contract | | Basis | | Fixed Differential (US$/bbl) | |
November 2024 - December 2024 | 6,500 | | | Basis Swap | | MSW | | (3.09) | | |
November 2024 - December 2024 | 5,000 | | | Basis Swap | | WCS (2) | | (14.25) | | |
January 2025 - March 2025 | 5,000 | | | Basis Swap | | WCS (2) | | (14.34) | | |
(1)The volumes and prices reported are the weighted average volumes and prices for the period.
(2)WCS refers to the Western Canadian Select crude oil differential.
| | | | | | | | | | | | | | | | | | |
Financial AECO Natural Gas Derivative Contracts – Canadian Dollar (1) | | | | | |
| Swap | | | |
| Volume (GJ/d) | | Average Price ($/GJ) | | | | | |
Term | | | |
October 2024 | 32,000 | | | 3.12 | | | | | | |
| | | | | | | | |
(1)The volumes and prices reported are the weighted average volumes and prices for the period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial NYMEX Natural Gas Derivative Contracts – US Dollar (1) | | | | | | | | |
| Swap | | Collar | | | |
Term | Volume (mmbtu/d) | | Average Price (US$/mmbtu) | | Volume (mmbtu/d) | | Average Sold Call Price (US$/mmbtu) | | Average Bought Put Price (US$/mmbtu) | | | | | | | | | |
October 2024 - December 2024 | 46,000 | | | 3.47 | | | 60,000 | | | 4.21 | | | 3.14 | | | | | | | | | | |
January 2025 - December 2025 | 69,836 | | | 3.49 | | | 65,000 | | | 3.92 | | | 3.32 | | | | | | | | | | |
January 2026 - December 2026 | 46,164 | | | 3.73 | | | 35,000 | | | 4.06 | | | 3.66 | | | | | | | | | | |
(1)The volumes and prices reported are the weighted average volumes and prices for the period.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial NYMEX Natural Gas Differential Derivative Contracts – US Dollar (1) |
Term | Volume (mmbtu/d) | | Contract | | Basis | | Fixed Differential (US$/mmbtu) | |
October 2024 - December 2024 | 203,000 | | | Basis Swap | | AECO | | (1.11) | | |
January 2025 - December 2025 | 193,000 | | | Basis Swap | | AECO | | (1.11) | | |
January 2026 - December 2026 | 79,932 | | | Basis Swap | | AECO | | (1.36) | | |
| | | | | | | | |
| | | | | | | | |
(1)The volumes and prices reported are the weighted average volumes and prices for the period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Cross Currency Derivative Contracts | | | | | |
Term | Contract | Receive Notional Principal (US$ millions) | | Fixed Rate (US%) | | Pay Notional Principal (Cdn$ millions) | | Fixed Rate (Cdn%) | |
October 2024 | Swap | 263.0 | | | 7.10 | | | 362.1 | | | 6.25 | | |
October 2024 - November 2024 | Swap | 113.0 | | | 6.29 | | | 152.5 | | | 5.52 | | |
October 2024 - November 2024 | Swap | 455.0 | | | 6.75 | | | 619.4 | | | 5.77 | | |
| | | | | | | | | |
October 2024 - April 2025 | Swap | 52.0 | | | 4.30 | | | 67.9 | | | 3.98 | | |
October 2024 - April 2025 | Swap | 207.5 | | | 4.08 | | | 262.6 | | | 4.13 | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Foreign Exchange Forward Derivative Contracts |
Settlement Date | Contract | Receive Currency | | Receive Notional Principal ($ millions) | | Pay Currency | | Pay Notional Principal ($ millions) | |
| | | | | | | | | |
October 2024 | Swap (1) | Cdn$ | | 37.9 | | | US$ | | 28.0 | | |
| | | | | | | | | |
December 2024 | Swap | Cdn$ | | 40.5 | | | US$ | | 30.0 | | |
(1)Based on an average floating exchange rate.
| | | | | | | | | | | | | | | | | | | | |
Financial Equity Derivative Contracts | | | Notional Principal ($ millions) | | Number of shares | |
Term | Contract | | | |
| | | | | | |
October 2024 - March 2025 | Swap | | 17.1 | | 1,676,910 | |
October 2024 - March 2026 | Swap | | 9.3 | | 855,519 | |
22.SUPPLEMENTAL DISCLOSURES
Cash flow statement presentation
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | 2024 | | 2023 | |
Operating activities | | | | | | | | |
Changes in non-cash working capital: | | | | | | | | |
Accounts receivable | 54.4 | | | (97.3) | | | 51.3 | | | (144.5) | | |
Prepaids and deposits | 2.3 | | | (0.5) | | | (0.5) | | | (1.1) | | |
Accounts payable and accrued liabilities | (18.0) | | | 40.5 | | | (110.0) | | | 15.1 | | |
Other current liabilities | (3.1) | | | 17.9 | | | (20.6) | | | (1.4) | | |
Other long-term liabilities | (6.3) | | | 12.3 | | | (5.0) | | | (5.0) | | |
| 29.3 | | | (27.1) | | | (84.8) | | | (136.9) | | |
Investing activities | | | | | | | | |
Changes in non-cash working capital: | | | | | | | | |
Accounts receivable | 1.4 | | | 0.2 | | | 2.6 | | | (0.4) | | |
Other current assets | 0.5 | | | — | | | 29.7 | | | 18.7 | | |
| | | | | | | | |
Accounts payable and accrued liabilities | 14.6 | | | 25.2 | | | 42.0 | | | 42.7 | | |
| 16.5 | | | 25.4 | | | 74.3 | | | 61.0 | | |
Financing activities | | | | | | | | |
Changes in non-cash working capital: | | | | | | | | |
Prepaids and deposits | 0.3 | | | 1.0 | | | (14.1) | | | (8.9) | | |
Accounts payable and accrued liabilities | (1.7) | | | 1.6 | | | (0.8) | | | 4.2 | | |
Dividends payable | (0.3) | | | (1.1) | | | 14.1 | | | (46.3) | | |
| (1.7) | | | 1.5 | | | (0.8) | | | (51.0) | | |
Supplementary financing cash flow information
The Company's reconciliation of cash flow from financing activities is outlined in the table below:
| | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | |
($ millions) | | Dividends payable | | Long-term debt (1) | | Lease liability (2) | |
December 31, 2022 | | 99.4 | | | 1,441.5 | | | 124.1 | | |
Changes from cash flow from financing activities: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Increase in bank debt, net | | | | 2,018.0 | | | | |
| | | | | | | |
Repayment of senior notes | | | | (534.1) | | | | |
Realized gain on cross currency swap maturity | | | | 91.8 | | | | |
Dividends paid | | (189.9) | | | | | | |
Payments on principal portion of lease liability | | | | | | (16.2) | | |
Non-cash changes: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Dividends declared | | 143.6 | | | | | | |
| | | | | | | |
Additions | | | | | | 3.0 | | |
Reclassified as liabilities associated with assets held for sale | | | | | | (1.1) | | |
| | | | | | | |
| | | | | | | |
Foreign exchange | | | | (69.3) | | | | |
September 30, 2023 | | 53.1 | | | 2,947.9 | | | 109.8 | | |
| | | | | | | |
December 31, 2023 | | 56.8 | | | 3,566.3 | | | 144.7 | | |
Changes from cash flow from financing activities: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Decrease in bank debt, net | | | | (1,459.5) | | | | |
Issuance of senior notes | | | | 1,000.0 | | | | |
Repayment of senior notes | | | | (392.9) | | | | |
Realized gain on cross currency swap maturity | | | | 77.4 | | | | |
Dividends paid | | (199.8) | | | | | | |
Payments on principal portion of lease liability | | | | | | (26.6) | | |
Non-cash changes: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Dividends declared | | 213.9 | | | | | | |
| | | | | | | |
| | | | | | | |
Additions | | | | | | 1.1 | | |
| | | | | | | |
| | | | | | | |
Dispositions | | | | | | (0.3) | | |
Foreign exchange | | | | (14.6) | | | | |
September 30, 2024 | | 70.9 | | | 2,776.7 | | | 118.9 | | |
(1)Includes current portion of long-term debt.
(2)Includes current portion of lease liability.
23.OIL AND GAS SALES
The following table reconciles oil and gas sales by country:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) (1) | 2024 | | 2023 | | 2024 | | 2023 | |
Canada | | | | | | | | |
Crude oil and condensate sales | 895.3 | | | 889.4 | | | 2,850.7 | | | 2,245.4 | | |
NGL sales | 53.7 | | | 45.7 | | | 174.1 | | | 135.2 | | |
Natural gas sales | 43.9 | | | 63.6 | | | 212.4 | | | 171.7 | | |
Total Canada | 992.9 | | | 998.7 | | | 3,237.2 | | | 2,552.3 | | |
U.S. | | | | | | | | |
Crude oil and condensate sales | — | | | 224.0 | | | — | | | 504.7 | | |
NGL sales | — | | | 8.9 | | | — | | | 26.8 | | |
Natural gas sales | — | | | 4.7 | | | — | | | 15.7 | | |
Total U.S. (2) | — | | | 237.6 | | | — | | | 547.2 | | |
Total oil and gas sales | 992.9 | | | 1,236.3 | | | 3,237.2 | | | 3,099.5 | | |
(1)Oil and gas sales are reported before realized derivatives.
(2)Discontinued operations.
24.SUBSEQUENT EVENTS
Infrastructure asset transaction
On October 9, 2024, Veren closed the strategic disposition of certain infrastructure assets in the Alberta Montney for cash proceeds of $400.0 million, prior to closing adjustments. As part of the transaction, the Company entered into a long-term fixed take-or-pay commitment, which will be recorded as a lease in accordance with IFRS 16 Leases.
Credit Facility renewal
On October 30, 2024, the Company extended the maturity dates of its $2.36 billion credit facilities to November 26, 2028 and elected to cancel its $400.0 million unsecured syndicated credit facility that was otherwise set to mature in May 2025.
| | | | | | | | |
Directors Barbara Munroe, Chair (6) James Craddock (2) (3) (5) John Dielwart (3) (4) Mike Jackson (1) (5) Jennifer Koury (2) (5) François Langlois (1) (3) (4) Myron Stadnyk (1) (2) (4) Mindy Wight (1) (2) Craig Bryksa (4) (1) Member of the Audit Committee of the Board of Directors (2) Member of the Human Resources and Compensation Committee of the Board of Directors (3) Member of the Reserves Committee of the Board of Directors (4) Member of the Environment, Safety and Sustainability Committee of the Board of Directors (5) Member of the Corporate Governance and Nominating Committee (6) Chair of the Board serves in an ex officio capacity on each Committee Officers Craig Bryksa President and Chief Executive Officer Ken Lamont Chief Financial Officer Ryan Gritzfeldt Chief Operating Officer Mark Eade Senior Vice President, General Counsel and Corporate Secretary Justin Foraie Senior Vice President, Operations and Marketing Garret Holt Senior Vice President, Strategy and Planning Michael Politeski Senior Vice President, Finance and Treasurer Shelly Witwer Senior Vice President, Business Development Head Office Suite 2000, 585 - 8th Avenue S.W. Calgary, Alberta T2P 1G1 Tel: (403) 693-0020 Fax: (403) 693-0070 Toll Free: (888) 693-0020 Banker The Bank of Nova Scotia Calgary, Alberta | | Auditor PricewaterhouseCoopers LLP Calgary, Alberta Legal Counsel Norton Rose Fulbright Canada LLP Calgary, Alberta Evaluation Engineers McDaniel & Associates Consultants Ltd. Calgary, Alberta Registrar and Transfer Agent Investors are encouraged to contact Veren's Registrar and Transfer Agent for information regarding their security holdings: Computershare Trust Company of Canada 600, 530 - 8th Avenue S.W. Calgary, Alberta T2P 3S8 Tel: (403) 267-6800 Stock Exchanges Toronto Stock Exchange - TSX New York Stock Exchange - NYSE Stock Symbol VRN Investor Contacts Sarfraz Somani Manager, Investor Relations (403) 693-0020 |
| | |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
Management's discussion and analysis (“MD&A”) is dated October 30, 2024 and should be read in conjunction with the unaudited consolidated financial statements for the period ended September 30, 2024 for a full understanding of the financial position and results of operations of Veren Inc. (the “Company” or “Veren”). Except as otherwise noted, the results of operations present only continuing operations. Comparative period results have been correspondingly revised to reflect current period presentation.
The unaudited consolidated financial statements and comparative information for the period ended September 30, 2024 are presented under IFRS Accounting Standards as issued by the International Accounting Standards Board.
Structure of the Business
On May 10, 2024, Crescent Point Energy Corp. changed its name to Veren Inc. The principal undertaking of Veren is to carry on the business of acquiring, developing and holding interests in petroleum and natural gas properties and assets related thereto through a general partnership and wholly owned subsidiaries. Amounts in this MD&A are in Canadian dollars unless noted otherwise. References to “US$” and "US dollars" are to United States (“U.S.”) dollars.
Overview
Veren reported adjusted funds flow from operations of $548.3 million, adjusted net earnings from operations of $177.0 million and excess cash flow of $113.6 million in the third quarter of 2024. The Company returned $84.6 million to shareholders during the quarter through its base dividend and share repurchases.
Total production for the third quarter averaged 184,829 boe/d, comprised of 65 percent oil and liquids. Veren's third quarter production reflects the disposition of non-core assets in Saskatchewan that closed late in the second quarter of 2024, in addition to the impact of unplanned turnaround activity and third-party facilities downtime primarily in the Alberta Montney. The Company continued to execute on its capital program with development capital expenditures of $395.9 million and 46 (44.5 net) wells drilled.
The Company reduced its net debt by $778.7 million through the first three quarters in 2024, exiting the third quarter with net debt of $2.96 billion or 1.3 times net debt to adjusted funds flow from operations. On October 9, 2024, the Company closed its strategic Alberta Montney infrastructure transaction for cash proceeds of $400.0 million, which were used to further reduce long-term debt.
To protect against commodity price volatility, the Company continues to hedge a portion of its production. Veren has hedged approximately 50 percent of its oil and liquids production and 30 percent of its natural gas production through the remainder of 2024, net of royalty interest. Veren has also hedged approximately 35 percent of its oil and liquids production and over 30 percent of its natural gas production in the first half of 2025, net of royalty interest. The Company has also diversified its pricing exposure for natural gas, with the majority of its production through 2025 receiving a combination of fixed prices and pricing related to major U.S. markets.
Veren has revised its 2024 annual guidance including adjusting average production guidance to 191,000 boe/d (from 192,500 - 197,500 boe/d), development capital expenditures to $1.45 - $1.50 billion (from $1.40 - $1.50 billion) and operating expenses to $13.50/boe (from $12.50 - $13.50/boe).
Adjusted funds flow from operations, adjusted net earnings from operations, excess cash flow, base dividends, total return of capital, development capital expenditures, net debt and net debt to adjusted funds flow from operations are specified financial measures that do not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
Presentation of Continuing and Discontinued Operations
In 2023, the Company completed the disposition of its producing North Dakota assets, which made up its Northern U.S. cash-generating unit ("CGU"). The Northern U.S. CGU represented a geographical area of the Company's operations, therefore, its results were classified as a discontinued operation in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Refer to the Discontinued Operations in this MD&A for further information. The financial results for the three and nine months ended September 30, 2024 and September 30, 2023 are presented below to reconcile continuing and discontinued operations to total results.
The following table summarizes the Company's financial results from continuing and discontinued operations for the three months ended September 30, 2024 and September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, 2024 | | Three months ended September 30, 2023 | |
($ millions) | | Continuing | | Discontinued | | Total | | Continuing | | Discontinued | | Total | |
REVENUE AND OTHER INCOME | | | | | | | | | | | | | |
Oil and gas sales | | 992.9 | | | — | | | 992.9 | | | 998.7 | | | 237.6 | | | 1,236.3 | | |
Purchased product sales | | 35.2 | | | — | | | 35.2 | | | 9.6 | | | — | | | 9.6 | | |
Royalties | | (108.2) | | | — | | | (108.2) | | | (99.6) | | | (61.1) | | | (160.7) | | |
Oil and gas revenue | | 919.9 | | | — | | | 919.9 | | | 908.7 | | | 176.5 | | | 1,085.2 | | |
Commodity derivative gains (losses) | | 198.8 | | | — | | | 198.8 | | | (79.1) | | | (28.5) | | | (107.6) | | |
Other income (loss) | | (8.8) | | | — | | | (8.8) | | | 1.1 | | | (0.1) | | | 1.0 | | |
| | 1,109.9 | | | — | | | 1,109.9 | | | 830.7 | | | 147.9 | | | 978.6 | | |
EXPENSES | | | | | | | | | | | | | |
Operating | | 229.3 | | | — | | | 229.3 | | | 214.2 | | | 28.1 | | | 242.3 | | |
Purchased product | | 35.1 | | | — | | | 35.1 | | | 9.6 | | | — | | | 9.6 | | |
Transportation | | 75.9 | | | — | | | 75.9 | | | 45.8 | | | 4.5 | | | 50.3 | | |
General and administrative | | 20.9 | | | — | | | 20.9 | | | 16.5 | | | 0.6 | | | 17.1 | | |
Interest | | 42.4 | | | — | | | 42.4 | | | 43.3 | | | — | | | 43.3 | | |
Foreign exchange gain | | (0.7) | | | — | | | (0.7) | | | (2.3) | | | — | | | (2.3) | | |
Share-based compensation | | (1.9) | | | — | | | (1.9) | | | 22.8 | | | 0.2 | | | 23.0 | | |
Depletion, depreciation and amortization | | 338.1 | | | — | | | 338.1 | | | 248.9 | | | 72.0 | | | 320.9 | | |
Impairment | | — | | | — | | | — | | | 45.4 | | | 728.4 | | | 773.8 | | |
Accretion and financing | | 5.7 | | | — | | | 5.7 | | | 6.9 | | | 0.1 | | | 7.0 | | |
| | 744.8 | | | — | | | 744.8 | | | 651.1 | | | 833.9 | | | 1,485.0 | | |
Net income (loss) before tax | | 365.1 | | | — | | | 365.1 | | | 179.6 | | | (686.0) | | | (506.4) | | |
| | | | | | | | | | | | | |
Tax expense | | | | | | | | | | | | | |
Current | | — | | | — | | | — | | | — | | | — | | | — | | |
Deferred | | 87.9 | | | — | | | 87.9 | | | 46.0 | | | 257.5 | | | 303.5 | | |
Net income (loss) | | 277.2 | | | — | | | 277.2 | | | 133.6 | | | (943.5) | | | (809.9) | | |
The following table summarizes the Company's financial results from continuing and discontinued operations for the nine months ended September 30, 2024 and September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine months ended September 30, 2024 | | Nine months ended September 30, 2023 | |
($ millions) | | Continuing | | Discontinued | | Total | | Continuing | | Discontinued | | Total | |
REVENUE AND OTHER INCOME | | | | | | | | | | | | | |
Oil and gas sales | | 3,237.2 | | | — | | | 3,237.2 | | | 2,552.3 | | | 547.2 | | | 3,099.5 | | |
Purchased product sales | | 91.2 | | | — | | | 91.2 | | | 45.6 | | | — | | | 45.6 | | |
Royalties | | (338.0) | | | — | | | (338.0) | | | (269.4) | | | (139.8) | | | (409.2) | | |
Oil and gas revenue | | 2,990.4 | | | — | | | 2,990.4 | | | 2,328.5 | | | 407.4 | | | 2,735.9 | | |
Commodity derivative gains (losses) | | 47.8 | | | — | | | 47.8 | | | (29.2) | | | (28.5) | | | (57.7) | | |
Other income (loss) | | (4.9) | | | (12.7) | | | (17.6) | | | 12.5 | | | 6.2 | | | 18.7 | | |
| | 3,033.3 | | | (12.7) | | | 3,020.6 | | | 2,311.8 | | | 385.1 | | | 2,696.9 | | |
EXPENSES | | | | | | | | | | | | | |
Operating | | 719.8 | | | — | | | 719.8 | | | 566.0 | | | 71.9 | | | 637.9 | | |
Purchased product | | 92.2 | | | — | | | 92.2 | | | 47.7 | | | — | | | 47.7 | | |
Transportation | | 237.4 | | | — | | | 237.4 | | | 118.3 | | | 11.2 | | | 129.5 | | |
General and administrative | | 87.4 | | | — | | | 87.4 | | | 77.2 | | | 1.7 | | | 78.9 | | |
Interest | | 160.1 | | | — | | | 160.1 | | | 90.8 | | | — | | | 90.8 | | |
Foreign exchange gain | | (1.7) | | | — | | | (1.7) | | | (9.5) | | | — | | | (9.5) | | |
Share-based compensation | | 18.7 | | | — | | | 18.7 | | | 46.8 | | | 0.3 | | | 47.1 | | |
Depletion, depreciation and amortization | | 1,004.3 | | | — | | | 1,004.3 | | | 646.8 | | | 170.3 | | | 817.1 | | |
Impairment | | 512.3 | | | — | | | 512.3 | | | 45.4 | | | 728.4 | | | 773.8 | | |
Accretion and financing | | 18.4 | | | — | | | 18.4 | | | 20.3 | | | 0.4 | | | 20.7 | | |
| | 2,848.9 | | | — | | | 2,848.9 | | | 1,649.8 | | | 984.2 | | | 2,634.0 | | |
Net income (loss) before tax | | 184.4 | | | (12.7) | | | 171.7 | | | 662.0 | | | (599.1) | | | 62.9 | | |
| | | | | | | | | | | | | |
Tax expense | | | | | | | | | | | | | |
Current | | — | | | — | | | — | | | — | | | — | | | — | | |
Deferred | | 45.2 | | | — | | | 45.2 | | | 165.2 | | | 278.6 | | | 443.8 | | |
Net income (loss) | | 139.2 | | | (12.7) | | | 126.5 | | | 496.8 | | | (877.7) | | | (380.9) | | |
Results of Operations
Production
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
| 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Crude oil and condensate (bbls/d) | 102,373 | | | 92,824 | | | 10 | | | 108,769 | | | 85,372 | | | 27 | | |
NGLs (bbls/d) | 16,859 | | | 16,119 | | | 5 | | | 17,656 | | | 14,690 | | | 20 | | |
Natural gas (mcf/d) | 393,582 | | | 244,777 | | | 61 | | | 393,347 | | | 198,796 | | | 98 | | |
Production from continuing operations (boe/d) | 184,829 | | | 149,739 | | | 23 | | | 191,983 | | | 133,195 | | | 44 | | |
Production from discontinued operations (boe/d) | — | | | 30,842 | | | (100) | | | — | | | 25,253 | | | (100) | | |
Total average daily production (boe/d) | 184,829 | | | 180,581 | | | 2 | | | 191,983 | | | 158,448 | | | 21 | | |
Crude oil and liquids - continuing operations (%) | 65 | | | 73 | | | (8) | | | 66 | | | 75 | | | (9) | | |
Natural gas - continuing operations (%) | 35 | | | 27 | | | 8 | | | 34 | | | 25 | | | 9 | | |
Total (%) | 100 | | | 100 | | | — | | | 100 | | | 100 | | | — | | |
The following is a summary of Veren's production by area:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
Production By Area (boe/d) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Alberta | 140,985 | | | 88,694 | | | 59 | | | 138,301 | | | 70,287 | | | 97 | | |
Saskatchewan | 43,844 | | | 61,045 | | | (28) | | | 53,682 | | | 62,908 | | | (15) | | |
Production from continuing operations | 184,829 | | | 149,739 | | | 23 | | | 191,983 | | | 133,195 | | | 44 | | |
Production from discontinued operations - North Dakota | — | | | 30,842 | | | (100) | | | — | | | 25,253 | | | (100) | | |
Total average daily production | 184,829 | | | 180,581 | | | 2 | | | 191,983 | | | 158,448 | | | 21 | | |
Veren's average production from continuing operations for the three and nine months ended September 30, 2024 was 184,829 boe/d and 191,983 boe/d, respectively, an increase of 23 percent and 44 percent from the same periods in 2023. The increase is primarily due to the acquisitions of the Alberta Montney assets in May 2023 and December 2023, along with organic growth from the Company's development program. This was partially offset by the disposition of non-core assets in the first half of 2024.
The Company's weighting to crude oil and liquids production in the three and nine months ended September 30, 2024 decreased by 8 percent and 9 percent, respectively, from the 2023 comparative periods. The decrease was mainly due to the increased production from the Alberta Montney assets mentioned above, which have a higher proportion of natural gas production, and the disposition of oil-weighted assets in June 2024.
Exhibit 1
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
Marketing and Prices
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
Average Selling Prices (1) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Crude oil and condensate ($/bbl) | 95.05 | | | 104.15 | | | (9) | | | 95.65 | | | 96.34 | | | (1) | | |
NGLs ($/bbl) | 34.64 | | | 30.81 | | | 12 | | | 35.99 | | | 33.72 | | | 7 | | |
Natural gas ($/mcf) | 1.21 | | | 2.83 | | | (57) | | | 1.97 | | | 3.16 | | | (38) | | |
Total ($/boe) | 58.39 | | | 72.50 | | | (19) | | | 61.54 | | | 70.19 | | | (12) | | |
(1)The average selling prices reported are before realized commodity derivatives and transportation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
Benchmark Pricing | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Crude Oil Prices | | | | | | | | | | | | |
WTI crude oil (US$/bbl) (1) | 75.16 | | | 82.18 | | | (9) | | | 77.55 | | | 77.37 | | | — | | |
WTI crude oil (Cdn$/bbl) | 102.54 | | | 110.16 | | | (7) | | | 105.51 | | | 104.13 | | | 1 | | |
Crude Oil and Condensate Differentials | | | | | | | | | | | | |
LSB crude oil (Cdn$/bbl) (2) | (6.66) | | | (3.67) | | | 81 | | | (8.97) | | | (5.87) | | | 53 | | |
FOS crude oil (Cdn$/bbl) (3) | (17.54) | | | (15.99) | | | 10 | | | (19.35) | | | (21.83) | | | (11) | | |
MSW crude oil (Cdn$/bbl) (4) | (4.58) | | | (2.48) | | | 85 | | | (7.07) | | | (3.50) | | | 102 | | |
C5+ condensate (Cdn$/bbl) (5) | (5.33) | | | (5.78) | | | (8) | | | (5.22) | | | (0.97) | | | 438 | | |
Natural Gas Prices | | | | | | | | | | | | |
AECO daily spot natural gas (Cdn$/mcf) (6) | 0.69 | | | 2.59 | | | (73) | | | 1.45 | | | 2.76 | | | (47) | | |
AECO monthly index natural gas (Cdn$/mcf) | 0.81 | | | 2.38 | | | (66) | | | 1.43 | | | 3.02 | | | (53) | | |
NYMEX natural gas (US$/mmbtu) (7) | 2.16 | | | 2.55 | | | (15) | | | 2.10 | | | 2.69 | | | (22) | | |
Foreign Exchange Rate | | | | | | | | | | | | |
Exchange rate (US$/Cdn$) | 0.733 | | | 0.746 | | | (2) | | | 0.735 | | | 0.743 | | | (1) | | |
(1)WTI refers to the West Texas Intermediate crude oil price.
(2)LSB refers to the Light Sour Blend crude oil price.
(3)FOS refers to the Fosterton crude oil price, which typically receives a premium to the Western Canadian Select ("WCS") price.
(4)MSW refers to Mixed Sweet Blend crude oil price.
(5)C5+ condensate refers to the Canadian C5+ condensate index.
(6)AECO refers to the Alberta Energy Company natural gas price.
(7)NYMEX refers to the New York Mercantile Exchange natural gas price.
Benchmark crude oil prices weakened in the three months ended September 30, 2024, compared to the same period in 2023. This was primarily due to global demand concerns driven by the weaker economic and demand outlooks in China, as well as increased crude oil supply from U.S. producers. The OPEC+ announcement to potentially unwind voluntary supply cuts in the fourth quarter of 2024 and the anticipated recovery of Libyan oil production placed further downward pressure on crude oil demand. This was partially offset by persistent geopolitical tensions in the Middle East. Benchmark crude oil prices remained consistent in the nine months ended September 30, 2024, compared to the same period in 2023, as slower demand growth and global economic uncertainty were offset by OPEC+ supply cuts and persistent geopolitical tensions in the Middle East and Ukraine.
Natural gas prices were weaker during the three months ended September 30, 2024, compared to the same period in 2023. Despite record power demand from a warm summer and numerous hurricanes across the U.S., higher production in both the U.S. and Canada provided downward pressure on natural gas prices. Natural gas prices were weaker during the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to a very mild late winter and spring across most of North America, which led to reduced demand and increased injections into storage. This resulted in inventory levels that exceeded the 5-year average. The AECO daily and NYMEX benchmark prices decreased 73 percent and 15 percent in the three months ended September 30, 2024, respectively, compared to the same period in 2023. The AECO daily benchmark price was significantly lower in the third quarter of 2024 relative to the NYMEX benchmark price, primarily due to an over-supplied Alberta downstream market coupled with maintenance on the TC Energy Gas Transmission Northwest pipeline, restricting product flow out of Alberta, resulting in increased injection and storage levels. The AECO daily and NYMEX benchmark prices decreased 47 percent and 22 percent in the nine months ended September 30, 2024, respectively, compared to the same period in 2023, primarily due to the reasons discussed above.
Exhibit 2
LSB and MSW crude oil differentials weakened in the three months ended September 30, 2024, compared to the same period in 2023, primarily due to multiple unplanned North American refinery outages, partially offset by the startup of the Trans Mountain pipeline ("TMX") expansion in May 2024, which increased pipeline capacity and access to Asian markets. Crude oil differentials were unusually narrow in the third quarter of 2023, primarily due to production shut-in as a result of the Alberta wildfires. LSB and MSW crude oil differentials weakened in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to a rise in crude oil supply in the Western Canadian Sedimentary Basin and unplanned refinery outages. This was partially offset by the startup of the TMX expansion in May 2024 mentioned above.
FOS crude oil differentials weakened in the three months ended September 30, 2024, compared to the same period of 2023, primarily due to production shut-in in the third quarter of 2023 from the Alberta wildfires, which resulted in unusually narrow crude oil differentials. This was partially offset by the startup of the TMX expansion in May 2024, which increased pipeline capacity. FOS crude oil differentials strengthened in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to narrower WCS differentials due to the TMX expansion startup in May 2024.
Condensate differentials remained consistent in the three months ended September 30, 2024, compared to the same period in 2023. Condensate differentials weakened in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to an oversupplied North American condensate market and high storage levels.
For the three months ended September 30, 2024, the Company's average selling price for crude oil and condensate decreased 9 percent from the same period in 2023, primarily due to a 7 percent decrease in the Cdn$ WTI benchmark price. For the nine months ended September 30, 2024, the Company's average selling price for crude oil and condensate remained consistent from the same period in 2023.
The Company's corporate crude oil and condensate differential relative to Cdn$ WTI in the three months ended September 30, 2024 was $7.49 per bbl compared to $6.01 per bbl in the same period of 2023. The wider corporate differential was driven by weaker LSB, MSW and FOS differentials, partially offset by stronger C5+ differential and additional exposure to MSW due to the acquisitions of the Alberta Montney assets in December 2023. The Company's corporate crude oil and condensate differential relative to Cdn$ WTI in the nine months ended September 30, 2024 was $9.86 per bbl compared to $7.79 per bbl in the same period of 2023. The wider corporate differential was driven by weaker LSB, C5+ and MSW differentials, partially offset by stronger FOS differentials and the additional exposure to MSW mentioned above.
For the three and nine months ended September 30, 2024, the Company's average selling price for NGLs increased 12 percent and 7 percent, respectively, from the same periods in 2023. This increase was primarily due to increased propane prices from increased U.S. exports, which kept inventories below 2023 levels, and the sale of a portion of the Company's propane production at Far East Index pricing, which receives a premium relative to the Edmonton propane market.
The Company's average selling price for natural gas for the three and nine months ended September 30, 2024, decreased 57 percent and 38 percent, respectively, compared to the same periods in 2023, primarily as a result of weaker AECO daily and NYMEX benchmark prices. The Company sells a portion of its physical natural gas production into U.S. markets providing diversification into markets outside of AECO. The Company also has financial natural gas contracts that provide exposure to U.S. markets and any resulting gains or losses are recorded in commodity derivatives and not reflected in the Company's average selling price.
Exhibit 3
Commodity Derivatives
Management of cash flow variability is an integral component of Veren's business strategy. Veren regularly monitors changing business and market conditions while executing its strategic risk management program. Veren proactively manages the risk exposure inherent in movements in the price of crude oil, natural gas, interest rates, the Company's share price and the US/Cdn dollar exchange rate using derivatives with investment-grade counterparties.
The Company's crude oil derivatives are referenced to WTI, MSW and WCS. The Company's natural gas derivatives are referenced to NYMEX and the AECO monthly index. Veren utilizes a variety of derivatives, including swaps, swaptions, collars and put options, to protect against downward commodity price movements while also providing the opportunity for some upside participation during periods of rising prices. This reduces the volatility of the selling price of crude oil, NGLs and natural gas production and provides a measure of stability to the Company's cash flow. See Note 21 – "Financial Instruments and Derivatives" in the unaudited consolidated financial statements for the period ended September 30, 2024, for additional information on the Company's derivatives.
The following is a summary of the realized commodity derivative gains (losses):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except volume amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Average crude oil volumes hedged (bbls/d) | 52,000 | | | 32,500 | | | 60 | | | 55,607 | | | 28,159 | | | 97 | | |
Crude oil realized derivative gain (loss) | 2.6 | | | (10.2) | | | (125) | | | (16.6) | | | 0.9 | | | (1,944) | | |
per bbl - continuing operations | 0.28 | | | (1.19) | | | (124) | | | (0.56) | | | 0.04 | | | (1,500) | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Average natural gas volumes hedged (GJ/d) (1) (2) | 122,735 | | | 34,000 | | | 261 | | | 122,071 | | | 32,681 | | | 274 | | |
Natural gas realized derivative gain (2) | 31.0 | | | 5.3 | | | 485 | | | 51.3 | | | 12.1 | | | 324 | | |
per mcf - continuing operations | 0.86 | | | 0.24 | | | 258 | | | 0.48 | | | 0.22 | | | 118 | | |
Average barrels of oil equivalent hedged (boe/d) (2) | 71,388 | | | 37,871 | | | 89 | | | 74,891 | | | 33,322 | | | 125 | | |
| | | | | | | | | | | | |
Total realized commodity derivative gains (losses) (2) | 33.6 | | | (4.9) | | | (786) | | | 34.7 | | | 13.0 | | | 167 | | |
per boe - continuing operations | 1.98 | | | (0.36) | | | (650) | | | 0.66 | | | 0.36 | | | 83 | | |
per boe - total average daily production | 1.98 | | | (0.29) | | | (783) | | | 0.66 | | | 0.30 | | | 120 | | |
(1)GJ/d is defined as gigajoules per day.
(2)The natural gas derivative gain includes the realized derivative gains and losses on financial natural gas price differential contracts. The average natural gas volumes hedged and average barrels of oil equivalent hedged do not include the hedged volumes related to financial natural gas price differentials contracts.
The Company's realized derivative gain for crude oil was $2.6 million for the three months ended September 30, 2024, primarily due to the lower Cdn$ WTI benchmark price compared to the Company's average derivative crude oil price. For the nine months ended September 30, 2024, the Company's realized derivative loss for crude oil was $16.6 million, which is primarily attributable to the higher Cdn$ WTI benchmark price compared to the Company's average derivative crude oil price.
Veren's realized derivative gain for natural gas was $31.0 million for the three months ended September 30, 2024, primarily due to the lower average NYMEX and AECO monthly index prices compared to the Company's average derivative natural gas hedge price and the gains on the Company's natural gas differential contracts as a result of wider AECO to NYMEX differentials. The Company's realized derivative gain for natural gas was $51.3 million for the nine months ended September 30, 2024, primarily due to the lower average NYMEX and AECO monthly index prices compared to the Company's average derivative natural gas hedge prices.
Exhibit 4
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
The following is a summary of the Company's unrealized commodity derivative gains (losses):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Crude oil | 156.6 | | | (73.2) | | | (314) | | | (23.8) | | | (38.0) | | | (37) | | |
| | | | | | | | | | | | |
Natural gas | 8.6 | | | (1.0) | | | (960) | | | 36.9 | | | (4.2) | | | (979) | | |
Total unrealized commodity derivative gains (losses) | 165.2 | | | (74.2) | | | (323) | | | 13.1 | | | (42.2) | | | (131) | | |
For the three months ended September 30, 2024, the Company recognized a total unrealized derivative gain of $165.2 million on its commodity contracts compared to a total unrealized derivative loss of $74.2 million for the same period in 2023, primarily due to the decrease in the Cdn$ WTI forward benchmark prices and wider AECO to NYMEX differential.
In the nine months ended September 30, 2024, the Company recognized a total unrealized derivative gain of $13.1 million on its commodity contracts compared to a total unrealized derivative loss of $42.2 million in the same period of 2023, primarily attributable to the wider forward AECO to NYMEX differential at September 30, 2024 compared to December 31, 2023, partially offset by the maturity of in-the-money natural gas derivative contracts and the change in forward benchmark oil prices relative to the Company's average hedge price.
Oil and Gas Sales
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) (1) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Crude oil and condensate sales | 895.3 | | | 889.4 | | | 1 | | | 2,850.7 | | | 2,245.4 | | | 27 | | |
NGL sales | 53.7 | | | 45.7 | | | 18 | | | 174.1 | | | 135.2 | | | 29 | | |
Natural gas sales | 43.9 | | | 63.6 | | | (31) | | | 212.4 | | | 171.7 | | | 24 | | |
Total oil and gas sales | 992.9 | | | 998.7 | | | (1) | | | 3,237.2 | | | 2,552.3 | | | 27 | | |
(1)Oil and gas sales are reported before realized commodity derivatives.
Total oil and gas sales remained consistent in the three months ended September 30, 2024, compared to the same period in 2023, as lower average realized crude oil, condensate and natural gas prices were mostly offset by higher production volumes and higher NGL prices.
Total oil and gas sales increased by 27 percent in the nine months ended September 30, 2024, compared to the same period in 2023, primarily attributable to higher production volumes and higher average realized NGL prices, partially offset by lower average realized natural gas prices and a higher natural gas weighting.
Exhibit 5
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
Royalties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except % and per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Royalties | 108.2 | | | 99.6 | | | 9 | | | 338.0 | | | 269.4 | | | 25 | | |
As a % of oil and gas sales | 10.9 | | | 10.0 | | | 0.9 | | | 10.4 | | | 10.6 | | | (0.2) | | |
Per boe | 6.36 | | | 7.23 | | | (12) | | | 6.43 | | | 7.41 | | | (13) | | |
Royalties increased 9 percent in the three months ended September 30, 2024, compared to the same period in 2023, primarily due to an increased royalty rate. Royalties increased 25 percent in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to the increase in oil and gas sales, partially offset by a lower royalty rate.
Royalties as a percentage of oil and gas sales in the three months ended September 30, 2024 increased compared to the same period in 2023, primarily due to higher rates in the Alberta Montney as wells reach pay-out. Royalties as a percentage of oil and gas sales in the nine months ended September 30, 2024 were relatively consistent with the same period in 2023.
Royalties per boe decreased 12 percent in the three months ended September 30, 2024, compared to the same period in 2023, primarily due to the higher natural gas weighting associated with the Alberta Montney assets, partially offset by the higher royalty rate. Royalties per boe decreased 13 percent in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to the higher natural gas weighting associated with the Alberta Montney assets and the lower royalty rate mentioned above.
Exhibit 6
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
Operating Expenses
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Operating expenses | 229.3 | | | 214.2 | | | 7 | | | 719.8 | | | 566.0 | | | 27 | | |
Per boe | 13.48 | | | 15.55 | | | (13) | | | 13.68 | | | 15.57 | | | (12) | | |
Operating expenses increased 7 percent and 27 percent in the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023. The increase was primarily due to higher production as a result of the Alberta Montney acquisition in December 2023, partially offset by the dispositions of Southern Alberta in January 2024, Swan Hills in March 2024 and non-core assets in Southeast Saskatchewan and Southwest Saskatchewan in June 2024.
Operating expenses per boe decreased by 13 percent and 12 percent in the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023, primarily due to the lower per boe operating costs associated with the acquired Alberta Montney assets and the dispositions mentioned above that had higher per boe operating costs.
Exhibit 7
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
Transportation Expenses
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Transportation expenses | 75.9 | | | 45.8 | | | 66 | | | 237.4 | | | 118.3 | | | 101 | | |
Per boe | 4.46 | | | 3.32 | | | 34 | | | 4.51 | | | 3.25 | | | 39 | | |
Transportation expenses increased 66 percent and 101 percent in the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023, primarily due to increased production from the acquired Alberta Montney assets that have higher transportation costs, partially offset by the disposition of non-core assets in Southeast Saskatchewan and Southwest Saskatchewan. On a per boe basis, transportation expenses increased 34 percent and 39 percent in the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023. The increases were primarily due to higher tariff rates associated with the Alberta Montney assets and additional tariffs incurred to access favorable pricing in the U.S. Midwest natural gas market.
Exhibit 8
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
Netback
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($/boe) (1) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Oil and gas sales | 58.39 | | | 72.50 | | | (19) | | | 61.54 | | | 70.19 | | | (12) | | |
Royalties | (6.36) | | | (7.23) | | | (12) | | | (6.43) | | | (7.41) | | | (13) | | |
Operating expenses | (13.48) | | | (15.55) | | | (13) | | | (13.68) | | | (15.57) | | | (12) | | |
Transportation expenses | (4.46) | | | (3.32) | | | 34 | | | (4.51) | | | (3.25) | | | 39 | | |
Operating netback (2) | 34.09 | | | 46.40 | | | (27) | | | 36.92 | | | 43.96 | | | (16) | | |
Realized gain (loss) on commodity derivatives | 1.98 | | | (0.36) | | | (650) | | | 0.66 | | | 0.36 | | | 83 | | |
Netback (2) | 36.07 | | | 46.04 | | | (22) | | | 37.58 | | | 44.32 | | | (15) | | |
(1)The dominant production category for the Company's properties is crude oil and condensate. These categories include associated natural gas and NGL volumes. The combined operating netback and netback across all production categories have been presented.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
The Company's operating netback for the three and nine months ended September 30, 2024 decreased to $34.09 per boe and $36.92 per boe, respectively, from $46.40 per boe and $43.96 per boe in the same periods in 2023. The decrease in the Company's operating netback between periods was primarily due to the decrease in average selling price and the increase in transportation expenses, partially offset by lower operating expenses and royalties. The decrease in the Company's netback in the three months ended September 30, 2024, compared to the same period of 2023, was a result of the decrease in the operating netback, partially offset by a realized gain on commodity derivatives in the third quarter of 2024, compared to a realized loss in the same period in 2023. The decrease in the Company's netback in the nine months ended September 30, 2024, compared to the same period of 2023, was a result of the decrease in the operating netback and partially offset by an increased realized gain on commodity derivatives.
Exhibit 9
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
General and Administrative Expenses
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Gross general and administrative expenses | 37.4 | | | 30.2 | | | 24 | | | 135.8 | | | 116.1 | | | 17 | | |
Overhead recoveries | (6.9) | | | (5.0) | | | 38 | | | (18.3) | | | (12.9) | | | 42 | | |
Capitalized | (9.6) | | | (8.7) | | | 10 | | | (30.1) | | | (26.0) | | | 16 | | |
Total general and administrative expenses | 20.9 | | | 16.5 | | | 27 | | | 87.4 | | | 77.2 | | | 13 | | |
Transaction costs | (1.8) | | | (0.3) | | | 500 | | | (16.0) | | | (16.7) | | | (4) | | |
General and administrative expenses | 19.1 | | | 16.2 | | | 18 | | | 71.4 | | | 60.5 | | | 18 | | |
Per boe | 1.12 | | | 1.18 | | | (5) | | | 1.36 | | | 1.66 | | | (18) | | |
General and administrative ("G&A") expenses increased to $19.1 million and $71.4 million in the three and nine months ended September 30, 2024, respectively, compared to $16.2 million and $60.5 million in the same periods in 2023. The increase is primarily due to higher employee related costs, professional fees and information systems costs.
For the three and nine months ended September 30, 2024, G&A expenses on a per boe basis decreased 5 percent and 18 percent, respectively, compared to the same periods in 2023, primarily due to higher production volumes and synergies achieved through the Company's acquisitions.
Transaction costs relate to the Company's acquisition and disposition transactions. Refer to the Capital Acquisitions and Dispositions section in this MD&A for further information.
Exhibit 10
(1)The results are presented on a continuing operations basis. Comparative period results have been revised to reflect current period presentation.
Interest Expense
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Interest expense on long-term debt | 42.6 | | | 43.8 | | | (3) | | | 160.1 | | | 89.7 | | | 78 | | |
Unrealized (gain) loss on interest derivative contracts | (0.2) | | | (0.5) | | | (60) | | | — | | | 1.1 | | | (100) | | |
Interest expense | 42.4 | | | 43.3 | | | (2) | | | 160.1 | | | 90.8 | | | 76 | | |
Per boe - continuing operations | 2.49 | | | 3.14 | | | (21) | | | 3.04 | | | 2.50 | | | 22 | | |
Per boe - total average daily production | 2.49 | | | 2.61 | | | (5) | | | 3.04 | | | 2.10 | | | 45 | | |
Interest expense on long-term debt decreased 3 percent in the three months ended September 30, 2024, compared to the same period in 2023, due to the Company's lower average debt balance and lower effective interest rate. Interest expense on long-term debt increased 78 percent in the nine months ended September 30, 2024, compared to the same period in 2023, due to the Company's higher average debt balance and higher effective interest rates. The Company's effective interest rate decreased to 5.55 percent in the three months ended September 30, 2024, compared to 5.78 percent in the same period in 2023, due to the lower proportion of the Company's debt at higher floating rates. In the nine months ended September 30, 2024, the Company's effective interest rate increased to 6.14 percent compared to 5.21 percent in the same period in 2023, due to higher underlying benchmark rates and the higher proportion of the Company's debt at these higher floating rates.
At September 30, 2024, approximately 55 percent of the Company's outstanding long-term debt had fixed interest rates.
Exhibit 11
Foreign Exchange Gain
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Translation of US dollar long-term debt | 27.5 | | | (62.7) | | | (144) | | | (62.8) | | | (22.7) | | | 177 | | |
Realized gain (loss) on CCS - principal | (11.3) | | | 6.8 | | | (266) | | | 77.4 | | | 95.9 | | | (19) | | |
Unrealized gain (loss) on CCS - principal | (13.0) | | | 55.7 | | | (123) | | | (15.1) | | | (64.7) | | | (77) | | |
Foreign exchange gain (loss) related to US dollar long-term debt | 3.2 | | | (0.2) | | | (1,700) | | | (0.5) | | | 8.5 | | | (106) | | |
Unrealized gain (loss) on foreign exchange swaps | 0.4 | | | 0.2 | | | 100 | | | (2.3) | | | 0.1 | | | (2,400) | | |
Other | (2.9) | | | 2.3 | | | (226) | | | 4.5 | | | 0.9 | | | 400 | | |
Foreign exchange gain | 0.7 | | | 2.3 | | | (70) | | | 1.7 | | | 9.5 | | | (82) | | |
The Company records foreign exchange gains or losses on the period end translation of US dollar long-term debt and related accrued interest. The Company hedges its foreign exchange exposure on US dollar denominated long-term debt using cross currency swaps (“CCS”) to mitigate this foreign exchange exposure. During the three and nine months ended September 30, 2024, the Company recognized a foreign exchange gain related to US dollar long-term debt of $3.2 million and a foreign exchange loss related to US dollar long-term debt of $0.5 million, respectively. These amounts relate primarily to the period end translation on US dollar private senior notes that do not have underlying CCS.
Share-based Compensation Expense (Recovery)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Share-based compensation costs (recovery) | (8.0) | | | 31.5 | | | (125) | | | 21.3 | | | 53.9 | | | (60) | | |
Realized (gain) loss on equity derivative contracts | 0.2 | | | 0.1 | | | 100 | | | (4.6) | | | (25.7) | | | (82) | | |
Unrealized (gain) loss on equity derivative contracts | 6.2 | | | (6.4) | | | (197) | | | 6.8 | | | 23.6 | | | (71) | | |
Capitalized | (0.3) | | | (2.4) | | | (88) | | | (4.8) | | | (5.0) | | | (4) | | |
Share-based compensation expense (recovery) | (1.9) | | | 22.8 | | | (108) | | | 18.7 | | | 46.8 | | | (60) | | |
Per boe | (0.11) | | | 1.66 | | | (107) | | | 0.36 | | | 1.29 | | | (72) | | |
During the three months ended September 30, 2024, the Company recorded a share-based compensation ("SBC") recovery of $8.0 million, compared to SBC costs of $31.5 million in the same period of 2023. The recovery in the third quarter of 2024 was primarily due to the decrease in the Company's share price during the quarter and the impact on its cash-settled plans. During the nine months ended September 30, 2024, the Company recorded SBC costs of $21.3 million compared to $53.9 million in the same period of 2023, primarily due to the lower performance achievements associated with the Performance Share Unit ("PSU") plan in 2024 compared to the same period in 2023 and the lower share price at September 30, 2024 as compared to December 31, 2023.
In the nine months ended September 30, 2024, the Company recognized a realized gain of $4.6 million on in-the-money equity derivative contracts that matured in the first quarter of 2024. The realized gain is primarily due to the increase in the Company's share price compared to the hedge price at the time of grant.
During the three months ended September 30, 2024, the Company recognized an unrealized loss on equity derivative contracts of $6.2 million compared to an unrealized gain of $6.4 million in the same period of 2023. The unrealized loss in the third quarter of 2024 is due to a decrease in the Company's share price at September 30, 2024 compared to June 30, 2024. During the nine months ended September 30, 2024, the Company recognized an unrealized loss of $6.8 million compared to $23.6 million in the same period of 2023. The unrealized loss in 2024 was primarily due to the decrease in the Company's share price at September 30, 2024 compared to the grant date and the maturity of in-the-money equity derivative contracts that matured in the first quarter of 2024.
The Company capitalized SBC costs of $0.3 million and $4.8 million for the three and nine months ended September 30, 2024, respectively, a decrease of 88 percent and 4 percent from the same periods in 2023. The decrease was primarily due to the decrease in total SBC costs mentioned above.
Exhibit 12
The following table summarizes the number of restricted shares, Employee Share Value Plan ("ESVP") awards, Performance Share Units, Deferred Share Units ("DSUs") and stock options outstanding:
| | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 | |
Restricted Share Bonus Plan (1) | 1,116,754 | | | 1,380,685 | | |
Employee Share Value Plan | 2,907,464 | | | 2,660,066 | | |
Performance Share Unit Plan (2) | 2,886,889 | | | 1,623,248 | | |
Deferred Share Unit Plan | 1,860,070 | | | 1,728,423 | | |
Stock Option Plan (3) | 889,422 | | | 3,224,260 | | |
(1)At September 30, 2024, the Company was authorized to issue up to 9,057,982 common shares (December 31, 2023 - 9,774,533 common shares).
(2)Based on underlying units before any effect of performance multipliers.
(3)At September 30, 2024, the weighted average exercise price is $5.37 per share (December 31, 2023 - $4.74 per share).
As of the date of this MD&A, the Company had 1,119,165 restricted shares, 2,857,932 ESVP awards, 2,918,516 PSUs, 1,951,870 DSUs and 827,637 stock options outstanding.
Depletion, Depreciation and Amortization
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Depletion and depreciation | 306.9 | | | 238.0 | | | 29 | | | 913.7 | | | 628.0 | | | 45 | | |
Amortization of exploration and evaluation undeveloped land | 31.2 | | | 10.9 | | | 186 | | | 90.6 | | | 18.8 | | | 382 | | |
Depletion, depreciation and amortization | 338.1 | | | 248.9 | | | 36 | | | 1,004.3 | | | 646.8 | | | 55 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Per boe | 19.88 | | | 18.07 | | | 10 | | | 19.09 | | | 17.79 | | | 7 | | |
For the three and nine months ended September 30, 2024, the Company's depletion, depreciation and amortization ("DD&A") rate increased to $19.88 per boe and $19.09 per boe, respectively, compared to $18.07 per boe and $17.79 per boe in the same periods in 2023. The increase in the DD&A rate per boe in 2024 was due to the increase in amortization of exploration and evaluation ("E&E") undeveloped land, primarily as a result of the acquisition of the Alberta Montney assets in May 2023 and December 2023.
DD&A expense increased 36 percent and 55 percent in the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023, due to higher production volumes and DD&A rates in 2024.
Exhibit 13
Impairment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per boe amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Impairment | — | | | 45.4 | | | (100) | | | 512.3 | | | 45.4 | | | 1,028 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Per boe | — | | | 3.30 | | | (100) | | | 9.74 | | | 1.25 | | | 679 | | |
The Company recognized an impairment loss of $512.3 million in the first quarter of 2024. At March 31, 2024, the Company classified certain non-core assets in its Southeast Saskatchewan and Southwest Saskatchewan CGUs as held for sale. Immediately prior to classifying the assets as held for sale and at the balance sheet date, the Company conducted a review of the assets' estimated recoverable amounts and recorded impairment losses of $486.8 million on Property, Plant & Equipment ("PP&E") and $25.5 million on goodwill. The recoverable amount was determined based on the assets' fair value less costs of disposal and based on expected consideration. The Company completed the disposition of these assets in the second quarter of 2024.
Taxes
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Current tax expense | — | | | — | | | — | | | — | | | — | | | — | | |
Deferred tax expense | 87.9 | | | 46.0 | | | 91 | | | 45.2 | | | 165.2 | | | (73) | | |
Current Tax Expense
In the three and nine months ended September 30, 2024 and September 30, 2023, the Company recorded current tax expense of nil. Refer to the Company's Annual Information Form ("AIF") for the year ended December 31, 2023, for information on the Company's expected tax horizon, which is available on SEDAR+ at www.sedarplus.ca. Additionally, our AIF forms part of our Form 40-F that is filed with the SEC and is available on EDGAR at www.sec.gov.
Deferred Tax Expense
In the three and nine months ended September 30, 2024, the Company recorded deferred tax expense of $87.9 million and $45.2 million, respectively, compared to $46.0 million and $165.2 million in the same periods of 2023. The deferred tax expense in the three and nine months ended September 30, 2024, primarily relates to the pre-tax income recorded in the periods.
Cash Flow from Operating Activities, Adjusted Funds Flow from Operations, Net Income and Adjusted Net Earnings from Operations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per share amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Cash flow from operating activities from continuing operations | 561.7 | | | 537.1 | | | 5 | | | 1,598.7 | | | 1,272.8 | | | 26 | | |
| | | | | | | | | | | | |
Adjusted funds flow from continuing operations (1) | 548.3 | | | 548.6 | | | — | | | 1,728.2 | | | 1,440.6 | | | 20 | | |
| | | | | | | | | | | | |
Net income from continuing operations | 277.2 | | | 133.6 | | | 107 | | | 139.2 | | | 496.8 | | | (72) | | |
Net income from continuing operations per share - diluted | 0.45 | | | 0.25 | | | 80 | | | 0.22 | | | 0.92 | | | (76) | | |
| | | | | | | | | | | | |
Adjusted net earnings from continuing operations (1) | 177.0 | | | 226.6 | | | (22) | | | 601.8 | | | 585.8 | | | 3 | | |
Adjusted net earnings from continuing operations per share - diluted (1) | 0.29 | | | 0.42 | | | (31) | | | 0.97 | | | 1.08 | | | (10) | | |
(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
Cash flow from operating activities from continuing operations increased from $537.1 million in the third quarter of 2023 to $561.7 million in the third quarter of 2024. The increase was primarily due to increased production, realized gains on commodity derivatives and the SBC recovery, partially offset by the lower operating netback.
In the nine months ended September 30, 2024, cash flow from operating activities from continuing operations increased to $1.60 billion from $1.27 billion in the same period of 2023. The increase was primarily due to increased production, partially offset by the lower operating netback and higher interest expense on long-term debt.
Exhibit 14
The Company's adjusted funds flow from continuing operations was $548.3 million in the three months ended September 30, 2024, which was consistent with the 2023 comparative period of $548.6 million.
Adjusted funds flow from continuing operations increased from $1.44 billion in the nine months ended September 30, 2023 to $1.73 billion in the nine months ended September 30, 2024. The increase in adjusted funds flow from continuing operations was primarily due to increased production, partially offset by the lower operating netback and higher interest expense on long-term debt.
Exhibit 15
The Company reported net income from continuing operations of $277.2 million for the three months ended September 30, 2024 ($0.45 per fully diluted share) compared to $133.6 million in the same period in 2023 ($0.25 per fully diluted share). The increase in net income was primarily due to the unrealized derivative gains and foreign exchange on long-term debt, partially offset by higher DD&A in the third quarter of 2024.
In the nine months ended September 30, 2024, the Company reported net income from continuing operations of $139.2 million ($0.22 per fully diluted share) compared to $496.8 million in the same period in 2023 ($0.92 per fully diluted share). The decrease in net income in 2024 was primarily due to the impairment expense in the first quarter of 2024 and higher DD&A, partially offset by higher adjusted funds flow from continuing operations, unrealized derivative gains and lower deferred tax expense.
Exhibit 16
The Company's adjusted net earnings from continuing operations was $177.0 million for the three months ended September 30, 2024 ($0.29 per fully diluted share) compared to $226.6 million in the same period of 2023 ($0.42 per fully diluted share). The decrease in adjusted net earnings from continuing operations was primarily due to higher depletion and depreciation expense, partially offset by decreased deferred tax expense.
Adjusted net earnings from continuing operations in the nine months ended September 30, 2024 was $601.8 million ($0.97 per fully diluted share) compared to $585.8 million in the same period of 2023 ($1.08 per fully diluted share). The increase in adjusted net earnings from continuing operations was primarily due to higher adjusted funds flow from continuing operations and lower deferred tax expense, partially offset by higher depletion and depreciation expense.
Exhibit 17
Excess Cash Flow
For the three and nine months ended September 30, 2024, excess cash flow decreased to $113.6 million and $437.8 million, respectively, from $321.6 million and $752.8 million in the same periods of 2023. The decreases were primarily due to lower adjusted funds flow from operations and higher development capital and other expenditures.
Discontinued Operations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per share amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Cash flow from operating activities from discontinued operations | — | | | 111.8 | | | (100) | | | — | | | 311.6 | | | (100) | | |
| | | | | | | | | | | | |
Adjusted funds flow from discontinued operations (1) | — | | | 138.5 | | | (100) | | | — | | | 324.0 | | | (100) | | |
| | | | | | | | | | | | |
Net income (loss) from discontinued operations | — | | | (943.5) | | | (100) | | | (12.7) | | | (877.7) | | | (99) | | |
Net income (loss) from discontinued operations per share - diluted | — | | | (1.77) | | | (100) | | | (0.02) | | | (1.62) | | | (99) | | |
| | | | | | | | | | | | |
Adjusted net earnings from discontinued operations (1) | — | | | 88.9 | | | (100) | | | — | | | 154.0 | | | (100) | | |
Adjusted net earnings from discontinued operations per share - diluted (1) | — | | | 0.17 | | | (100) | | | — | | | 0.28 | | | (100) | | |
(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
For the nine months ended September 30, 2024, the Company recognized a net loss from discontinued operations of $12.7 million compared to $877.7 million in the same period in 2023. The net loss in 2024 was a result of final closing adjustments related to the sale of the North Dakota assets.
Dividends Declared
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions, except per share amounts) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Dividends declared | 70.9 | | | 71.7 | | | (1) | | | 213.9 | | | 143.6 | | | 49 | | |
Dividends declared per share | 0.115 | | | 0.135 | | | (15) | | | 0.345 | | | 0.267 | | | 29 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
In July 2024, the Company declared a quarterly dividend of $0.115 per share that was paid on October 1, 2024.
Capital Expenditures
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Development capital expenditures (1) | 395.9 | | | 315.5 | | | 25 | | | 1,145.1 | | | 859.8 | | | 33 | | |
Land expenditures | 1.1 | | | 23.0 | | | (95) | | | 36.2 | | | 31.4 | | | 15 | | |
Capitalized administration (2) | 9.9 | | | 11.9 | | | (17) | | | 34.9 | | | 33.4 | | | 4 | | |
Corporate assets | 1.1 | | | 1.5 | | | (27) | | | 3.7 | | | 3.8 | | | (3) | | |
| | | | | | | | | | | | |
Capital acquisitions | 26.4 | | | 1.1 | | | 2,300 | | | 26.4 | | | 2,075.8 | | | (99) | | |
Capital dispositions (3) | (1.4) | | | (0.2) | | | 600 | | | (648.3) | | | (11.2) | | | 5,688 | | |
Total (4) | 433.0 | | | 352.8 | | | 23 | | | 598.0 | | | 2,993.0 | | | (80) | | |
(1)Specified financial measures that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Capitalized administration excludes capitalized equity-settled SBC.
(3)Includes dispositions recorded through assets held for sale.
(4)Includes both continuing and discontinued operations.
Capital Acquisitions and Dispositions
Major Property Dispositions
North Dakota disposition
In 2023, the Company completed the disposition of its producing North Dakota assets. In the nine months ended September 30, 2024, the Company incurred $12.7 million in final closing adjustments related to the disposition. Refer to the Discontinued Operations section in this MD&A for further information.
Southern Alberta disposition
On January 26, 2024, the Company completed the disposition of its Southern Alberta assets for total consideration of $38.4 million, including interim closing adjustments. Total consideration consisted of $13.4 million in cash and $25.0 million of deferred consideration receivable. These assets were recorded as assets held for sale at December 31, 2023.
Swan Hills disposition
On March 21, 2024, the Company completed the disposition of its Swan Hills assets in Northern Alberta for total consideration of $80.5 million, including interim closing adjustments. These assets were recorded as assets held for sale at December 31, 2023.
Non-core Saskatchewan disposition
On June 14, 2024, the Company completed the disposition of certain non-core assets in its Southeast Saskatchewan and Southwest Saskatchewan CGUs for total consideration of $540.7 million, including interim closing adjustments. These assets were recorded as assets held for sale at March 31, 2024.
Minor Property Acquisitions and Dispositions
In the nine months ended September 30, 2024, the Company completed minor property acquisitions and dispositions for net consideration paid of $25.0 million. The fair value of net assets acquired was $25.3 million.
Assets Held for Sale
At September 30, 2024, the Company classified certain infrastructure assets in its Alberta CGU as held for sale. Upon classification, assets held for sale were recorded at the lesser of their carrying value and recoverable amount. The Company completed the disposition of these assets in October 2024. Refer to the Subsequent Events section in this MD&A for further information.
Development Capital Expenditures
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Development capital expenditures from continuing operations (1) | 395.9 | | | 260.4 | | | 52 | | | 1,145.1 | | | 568.9 | | | 101 | | |
Development capital expenditures from discontinued operations (1) | — | | | 55.1 | | | (100) | | | — | | | 290.9 | | | (100) | | |
Development capital expenditures (1) | 395.9 | | | 315.5 | | | 25 | | | 1,145.1 | | | 859.8 | | | 33 | | |
(1)Specified financial measures that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
The Company's development capital expenditures for the three months ended September 30, 2024 were $395.9 million compared to $315.5 million in the same period in 2023. The Company's development capital expenditure for the nine months ended September 30, 2024 were $1.15 billion compared to $859.8 million in the same period in 2023. The increases in both periods were primarily due to increased activity in the Alberta Montney and Kaybob Duvernay areas.
In the third quarter of 2024, 46 (44.5 net) wells were drilled and $41.2 million was spent on facilities and seismic ($30.4 million in the three months ended September 30, 2023). In the nine months ended September 30, 2024, 133 (123.9 net) wells were drilled and $121.7 million was spent on facilities and seismic ($82.0 million in the nine months ended September 30, 2023).
Refer to the Guidance section in this MD&A for Veren's development capital expenditure guidance for 2024.
Exhibit 18
Lease Liability
At September 30, 2024, the Company had $118.9 million of lease liabilities for contracts related to office space, fleet vehicles, equipment and drilling rigs.
Decommissioning Liability
The decommissioning liability, including liabilities associated with assets held for sale, increased by $13.7 million in the third quarter of 2024, from $490.2 million at June 30, 2024 to $503.9 million at September 30, 2024. The increase primarily relates to the change in discount rate, partially offset by the Company's continued abandonment and reclamation program. The liability is based on estimated undiscounted cash flows before inflation to settle the obligation of $725.1 million.
Liquidity and Capital Resources
| | | | | | | | | | | | | | |
Capitalization Table ($ millions, except share, per share, ratio and percent amounts) | September 30, 2024 | | December 31, 2023 | |
Net debt (1) | 2,959.4 | | | 3,738.1 | | |
Shares outstanding | 616,327,456 | | | 619,929,490 | | |
Market price at end of period (per share) | 8.33 | | | 9.19 | | |
Market capitalization | 5,134.0 | | | 5,697.2 | | |
Enterprise value (1) | 8,093.4 | | | 9,435.3 | | |
Net debt as a percentage of enterprise value (1) | 37 | | | 40 | | |
Adjusted funds flow from operations (1) (2) | 2,302.7 | | | 2,339.1 | | |
Net debt to adjusted funds flow from operations (1) (3) | 1.3 | | | 1.6 | | |
(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)The sum of adjusted funds flow from operations for the trailing four quarters. Includes both continuing and discontinued operations.
(3)The net debt reflects the financing of acquisitions, however, the adjusted funds flow from operations only reflects adjusted funds flow from operations generated from the acquired properties since the closing date of the acquisitions.
At September 30, 2024, Veren's enterprise value was $8.09 billion and the Company was capitalized with 63 percent equity compared to $9.44 billion and 60 percent at December 31, 2023, respectively. The decrease in enterprise value at September 30, 2024 compared to December 31, 2023 is due to the reduction in net debt and the Company's lower market capitalization. The Company's net debt to adjusted funds flow from operations ratio at September 30, 2024, decreased to 1.3 times from 1.6 times at December 31, 2023. The decrease was largely due to the reduction in net debt as a result of capital dispositions and excess cash flow generation in the nine months ended September 30, 2024.
Veren's market capitalization decreased to $5.13 billion at September 30, 2024 from $5.70 billion at December 31, 2023, primarily due to the decrease in the Company's share price and the lower number of shares outstanding due to the impact of the shares purchased for cancellation under the Company's Normal Course Issuer Bid ("NCIB").
Exhibit 19
(1)The sum of adjusted funds flow from operations for the trailing four quarters.
(2)The net debt reflects the financing of acquisitions, however, the adjusted funds flow from operations only reflects adjusted funds flow from operations generated from the acquired properties since the closing date of the acquisitions.
On October 30, 2024, the Company extended the maturity dates of its $2.36 billion credit facilities to November 26, 2028. The Company elected to cancel its $400.0 million syndicated credit facility that was otherwise set to mature in May 2025.
At September 30, 2024, the Company had available unused borrowing capacity on its revolving bank credit facilities of approximately $1.49 billion, including cash of $8.2 million.
The Company has a $60.0 million unsecured demand letter of credit facility with one Canadian chartered bank. The Company had letters of credit in the amount of $44.0 million outstanding at September 30, 2024.
During the second quarter of 2024, the Company issued two tranches of investment grade public senior notes in the aggregate amount of Cdn$1.00 billion, consisting of Cdn$550.0 million of 4.968% five-year notes priced at par and due June 2029, and Cdn$450.0 million of 5.503% 10-year notes priced at par and due June 2034. The net proceeds from the offering were used to repay existing indebtedness under bank facilities, including fully retiring the Company's bank term loan.
At September 30, 2024, the Company had outstanding private senior notes of US$332.0 million and Cdn$65.0 million and public senior notes of Cdn$1.00 billion. The private senior notes have financial covenants similar to those of the combined credit facilities described above. There are no financial covenants associated with the public senior notes.
Concurrent with the issuance of private senior notes with total principal of US$259.5 million, the Company entered into CCS to manage the Company's foreign exchange risk. CCS fixes the US dollar amount of the individual tranches of notes for purposes of interest and principal repayments at a notional amount of $330.5 million. At September 30, 2024, $466.4 million of notional principal was repayable within one year. See Note 21 - "Financial Instruments and Derivatives" in the unaudited consolidated financial statements for the period ended September 30, 2024, for additional information.
The Company is in compliance with all debt covenants at September 30, 2024, which are listed in the table below:
| | | | | | | | | | | | | | |
Covenant Description | Maximum Ratio | | September 30, 2024 | |
Senior debt to adjusted EBITDA (1) (2) | 3.50 | | 1.08 | |
Total debt to adjusted EBITDA (1) (3) | 4.00 | | 1.08 | |
Senior debt to capital (2) (4) | 0.55 | | 0.30 | |
(1)Adjusted EBITDA is calculated as earnings before interest, taxes, depletion, depreciation, amortization, impairment and impairment reversals, adjusted for certain non-cash items. Adjusted EBITDA is calculated on a trailing twelve month basis adjusted for material acquisitions and dispositions.
(2)Senior debt is calculated as the sum of amounts drawn on the combined facilities, outstanding letters of credit and the principal amount of the senior guaranteed notes.
(3)Total debt is calculated as the sum of senior debt plus subordinated debt. Veren does not have any subordinated debt.
(4)Capital is calculated as the sum of senior debt and shareholders' equity and excludes the effect of unrealized derivative gains or losses and the adoption of IFRS 16.
The Company's ongoing working capital requirements are expected to be financed through cash, adjusted funds flow from operations and its bank credit facilities.
Shareholders' Equity
At September 30, 2024, Veren had 616.3 million common shares issued and outstanding compared to 619.9 million common shares at December 31, 2023. The decrease of 3.6 million is primarily due to shares purchased for cancellation under the Company's current NCIB, partially offset by stock options exercised pursuant to the Stock Option Plan and shares issued pursuant to the Restricted Share Bonus Plan.
As of the date of this MD&A, the Company had 615,539,646 common shares outstanding.
Normal Course Issuer Bid
On March 7, 2024, the Company announced the approval by the Toronto Stock Exchange of its notice to implement an NCIB. This NCIB allows the Company to purchase, for cancellation, up to 61,663,522 common shares, or 10 percent of the Company's public float, as at February 29, 2024. This NCIB commenced on March 11, 2024 and is due to expire on March 10, 2025. The Company's previous NCIB commenced on March 9, 2023 and expired on March 8, 2024.
In the nine months ended September 30, 2024, the Company purchased 5.8 million common shares for total consideration of $66.1 million under its current NCIB. The total cost paid, including commissions, fees and taxes was recognized directly as a reduction in shareholders' equity. Under the NCIB, all common shares purchased are cancelled.
Subsequent Events
Infrastructure asset transaction
On October 9, 2024, Veren closed the strategic disposition of certain infrastructure assets in the Alberta Montney for cash proceeds of $400.0 million, prior to closing adjustments. As part of the transaction, the Company entered into a long-term fixed take-or-pay commitment, which will be recorded as a lease in accordance with IFRS 16 Leases.
Credit Facility renewal
On October 30, 2024, the Company extended the maturity dates of its $2.36 billion credit facilities to November 26, 2028 and elected to cancel its $400.0 million unsecured syndicated credit facility that was otherwise set to mature in May 2025.
Critical Accounting Estimates
There have been no changes in Veren's critical accounting estimates in the nine months ended September 30, 2024. Further information on the Company's critical accounting policies and estimates can be found in the notes to the annual consolidated financial statements and MD&A for the year ended December 31, 2023.
Changes in Accounting Policies
Presentation of Financial Statements
IAS 1 Presentation of Financial Statements was amended in January 2020 by the International Accounting Standards Board to clarify the presentation requirements of liabilities as either current or non-current within the statement of financial position. The Company adopted this amendment in 2024 and the adoption did not have an impact on the Company's consolidated financial statements.
Income Taxes
IAS 12 Income Taxes was amended in May 2023 by the International Accounting Standards Board to provide guidance on deferred taxes arising in jurisdictions implementing the Pillar Two model rules published by the Organisation for Economic Co-operation and Development. This amendment was effective immediately and has been adopted by the Company with no impact to the Company's interim consolidated financial statements.
New accounting standards and amendments not yet adopted
Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements was issued in April 2024 by the International Accounting Standards Board and replaces IAS 1 Presentation of Financial Statements. The Standard introduces a defined structure to the statements of comprehensive income and specific disclosure requirements related to the same. The Standard is required to be adopted retrospectively and is effective for fiscal years beginning on or after January 1, 2027, with early adoption permitted. The Company is evaluating the impact that this standard will have on the consolidated financial statements.
Financial Instruments and Financial Instruments: Disclosures
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures were amended in May 2024 to clarify the date of recognition and derecognition of financial assets and liabilities. The amendments are effective for fiscal years beginning on or after January 1, 2026, with early adoption permitted. The Company is evaluating the impact that this amendment will have on the consolidated financial statements.
Summary of Quarterly Results
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| 2024 | 2023 | 2022 | |
($ millions, except per share amounts) | Q3 | Q2 | Q1 | | Q4 | Q3 | Q2 | Q1 | | Q4 | | | | |
Oil and gas sales from continuing operations | 992.9 | | 1,136.4 | | 1,107.9 | | | 946.7 | | 998.7 | | 791.6 | | 762.0 | | | 864.2 | | | | | |
Total oil and gas sales | 992.9 | | 1,136.4 | | 1,107.9 | | | 1,012.4 | | 1,236.3 | | 949.6 | | 913.6 | | | 1,016.6 | | | | | |
| | | | | | | | | | | | | | |
Average daily production from continuing operations | | | | | | | | | | | | | | |
Crude oil and condensate (bbls/d) | 102,373 | | 110,399 | | 113,607 | | | 96,144 | | 92,824 | | 84,944 | | 78,191 | | | 78,051 | | | | | |
NGLs (bbls/d) | 16,859 | | 17,041 | | 19,077 | | | 16,023 | | 16,119 | | 14,360 | | 13,562 | | | 13,427 | | | | | |
Natural gas (mcf/d) | 393,582 | | 391,249 | | 395,204 | | | 248,306 | | 244,777 | | 192,964 | | 157,690 | | | 139,206 | | | | | |
Production from continuing operations (boe/d) | 184,829 | | 192,648 | | 198,551 | | | 153,551 | | 149,739 | | 131,465 | | 118,035 | | | 114,679 | | | | | |
Total average daily production (boe/d) | 184,829 | | 192,648 | | 198,551 | | | 162,269 | | 180,581 | | 155,031 | | 139,280 | | | 134,124 | | | | | |
| | | | | | | | | | | | | | |
Net income (loss) from continuing operations | 277.2 | | 260.9 | | (398.9) | | | 302.6 | | 133.6 | | 178.4 | | 184.8 | | | (577.8) | | | | | |
Net income (loss) per share from continuing operations - diluted | 0.45 | | 0.42 | | (0.64) | | | 0.54 | | 0.25 | | 0.33 | | 0.33 | | | (1.04) | | | | | |
| | | | | | | | | | | | | | |
Net income (loss) | 277.2 | | 261.0 | | (411.7) | | | 951.2 | | (809.9) | | 212.3 | | 216.7 | | | (498.1) | | | | | |
Net income (loss) per share – diluted | 0.45 | | 0.42 | | (0.66) | | | 1.70 | | (1.52) | | 0.39 | | 0.39 | | | (0.90) | | | | | |
| | | | | | | | | | | | | | |
Adjusted net earnings from continuing operations (1) | 177.0 | | 237.8 | | 187.0 | | | 210.0 | | 226.6 | | 171.6 | | 187.7 | | | 165.5 | | | | | |
Adjusted net earnings from continuing operations per share – diluted (1) | 0.29 | | 0.38 | | 0.30 | | | 0.37 | | 0.42 | | 0.32 | | 0.34 | | | 0.30 | | | | | |
| | | | | | | | | | | | | | |
Adjusted net earnings from operations (1) | 177.0 | | 237.8 | | 187.0 | | | 192.8 | | 315.5 | | 205.4 | | 218.9 | | | 209.8 | | | | | |
Adjusted net earnings from operations per share – diluted (1) | 0.29 | | 0.38 | | 0.30 | | | 0.34 | | 0.59 | | 0.38 | | 0.40 | | | 0.38 | | | | | |
| | | | | | | | | | | | | | |
Cash flow from operating activities from continuing operations | 561.7 | | 625.8 | | 411.2 | | | 524.0 | | 537.1 | | 365.9 | | 369.8 | | | 507.5 | | | | | |
Cash flow from operating activities | 561.7 | | 625.8 | | 411.2 | | | 611.3 | | 648.9 | | 462.1 | | 473.4 | | | 589.5 | | | | | |
| | | | | | | | | | | | | | |
Adjusted funds flow from continuing operations (1) | 548.3 | | 611.7 | | 568.2 | | | 535.1 | | 548.6 | | 453.4 | | 438.6 | | | 430.9 | | | | | |
Adjusted funds flow from operations (1) | 548.3 | | 611.7 | | 568.2 | | | 574.5 | | 687.1 | | 552.6 | | 524.9 | | | 522.8 | | | | | |
| | | | | | | | | | | | | | |
Adjusted working capital surplus (deficiency) (1) | (190.4) | | (140.4) | | (82.0) | | | (196.3) | | (45.7) | | (82.5) | | (79.9) | | | 95.1 | | | | | |
Total assets | 11,511.9 | | 11,336.4 | | 12,035.5 | | | 12,775.7 | | 10,371.0 | | 11,277.2 | | 9,759.6 | | | 9,486.4 | | | | | |
Total liabilities | 4,793.7 | | 4,811.5 | | 5,659.6 | | | 5,908.2 | | 4,660.6 | | 4,597.5 | | 3,113.8 | | | 2,993.0 | | | | | |
Net debt (1) | 2,959.4 | | 2,962.7 | | 3,582.9 | | | 3,738.1 | | 2,876.2 | | 3,000.7 | | 1,436.3 | | | 1,154.7 | | | | | |
| | | | | | | | | | | | | | |
Weighted average shares – diluted (millions) | 617.5 | | 620.3 | | 622.6 | | | 559.1 | | 536.9 | | 545.3 | | 552.7 | | | 559.2 | | | | | |
| | | | | | | | | | | | | | |
Total capital acquisitions | 26.4 | | — | | — | | | 2,513.9 | | 1.1 | | 1,702.7 | | 372.0 | | | 1.3 | | | | | |
Total capital dispositions | (1.4) | | (541.1) | | (105.8) | | | (602.4) | | (0.2) | | (8.4) | | (2.6) | | | 1.2 | | | | | |
Development capital expenditures from continuing operations | 395.9 | | 350.6 | | 398.6 | | | 276.0 | | 260.4 | | 123.5 | | 185.0 | | | 160.5 | | | | | |
Development capital expenditures (1) | 395.9 | | 350.6 | | 398.6 | | | 278.9 | | 315.5 | | 230.1 | | 314.2 | | | 246.4 | | | | | |
| | | | | | | | | | | | | | |
Dividends declared | 70.9 | | 71.7 | | 71.3 | | | 68.3 | | 71.7 | | 54.8 | | 17.1 | | | 118.8 | | | | | |
Dividends declared per share | 0.115 | | 0.115 | | 0.115 | | | 0.120 | | 0.135 | | 0.100 | | 0.032 | | | 0.215 | | | | | |
(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
Over the past eight quarters, the Company's oil and gas sales have fluctuated due to volatility in the crude oil, condensate and natural gas benchmark prices, changes in production and fluctuations in corporate oil price differentials. The Company's production has fluctuated due to changes in its development capital spending levels, acquisitions and dispositions and natural declines.
Net income (loss) has fluctuated over the past eight quarters, primarily due to changes in PP&E impairment charges and reversals, changes in adjusted funds flow from operations, unrealized derivative gains and losses, which fluctuate with changes in forward market prices and foreign exchange rates, gains and losses on capital dispositions, and fluctuations in deferred tax expense.
Adjusted net earnings from operations has fluctuated over the past eight quarters, primarily due to changes in adjusted funds flow from operations, depletion and share-based compensation expense along with associated fluctuations in deferred tax expense.
Development capital expenditures have also fluctuated throughout this period due to the timing of acquisitions, dispositions and changes in the Company's development capital spending levels which vary based on a number of factors, including the prevailing commodity price environment.
Disclosure Controls and Procedures
Veren is required to comply with National Instrument 52-109 Certification of Disclosure on Issuers' Annual and Interim Filings. The certificate requires that Veren disclose in the interim MD&A any weaknesses or changes in Veren's internal control over financial reporting that occurred during the period that have materially affected, or are reasonably likely to materially affect Veren's internal controls over financial reporting. Veren confirms that no such weaknesses or changes were identified in the Company's internal controls over financial reporting during the third quarter of 2024.
Guidance
Veren's guidance for 2024 is as follows:
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| Prior (1) | | Revised | |
Total Annual Average Production (boe/d) (2) | 192,500 - 197,500 | | 191,000 | |
Development Capital Expenditures ($ millions) (3) | $1,400 - $1,500 | | $1,450 - $1,500 | |
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Other Information | | | | |
Annual operating expenses ($/boe) | $12.50 - $13.50 | | $13.50 | |
Royalties | 10.00% - 11.00% | | 10.00% - 11.00% | |
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(1)Prior guidance in the Company's September 9, 2024 press release.
(2)Revised total annual average production (boe/d) is comprised of approximately 65% Oil, Condensate & NGLs and 35% Natural Gas.
(3)Specified financial measures that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information. Excludes capitalized administration of approximately $40.0 million, in addition to land expenditures and net property acquisitions and dispositions. Revised development capital expenditures spend is allocated on an approximate basis as follows: 90% drilling & development and 10% facilities & seismic.
Return of Capital Outlook
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Base Dividend | | | | |
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Current quarterly base dividend per share | | | $0.115 | |
Total Return of Capital | | | | |
% of excess cash flow (1) | | | 60% | |
(1)Total return of capital is based on a framework that targets to return to shareholders 60% of excess cash flow on an annual basis. Refer to the Specified Financial Measures section in this MD&A for further information on base dividends and excess cash flow.
Additional information relating to Veren, including the Company's December 31, 2023 AIF, which along with other relevant documents are available on SEDAR+ at www.sedarplus.ca. Additionally, our AIF forms part of our Form 40-F that is filed with the SEC and is available on EDGAR at www.sec.gov.
Specified Financial Measures
Throughout this MD&A, the Company uses the terms “total operating netback”, "total netback”, "operating netback", "netback", “adjusted funds flow from operations” (or "adjusted FFO"), “adjusted funds flow from continuing operations”, “adjusted funds flow from discontinued operations”, "excess cash flow", "base dividends", "total return of capital", "adjusted working capital surplus (deficiency)", “net debt”, “enterprise value”, “net debt to adjusted funds flow from operations”, "net debt as a percentage of enterprise value", “adjusted net earnings from operations”, “adjusted net earnings from continuing operations”, “adjusted net earnings from continuing operations per share – diluted”, “adjusted net earnings from discontinued operations”, “adjusted net earnings from discontinued operations per share – diluted”, “adjusted net earnings from operations per share - diluted”, "development capital expenditures", "development capital expenditures from continuing operations", and "development capital expenditures from discontinued operations". These terms do not have any standardized meaning as prescribed by the International Accounting Standards Board ("IASB") and, therefore, may not be comparable with the calculation of similar measures presented by other issuers.
Total operating netback and total netback are historical non-GAAP financial measures. Total operating netback is calculated as oil and gas sales, less royalties, operating and transportation expenses. Total netback is calculated as total operating netback plus realized commodity derivative gains and losses. Total operating netback and total netback are common metrics used in the oil and gas industry and are used to measure operating results to better analyze performance against prior periods on a comparable basis. The most directly comparable financial measure to total operating netback and total netback is oil and gas sales.
The following table reconciles oil and gas sales to total operating netback and total netback:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
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Oil and gas sales | 992.9 | | | 998.7 | | | (1) | | | 3,237.2 | | | 2,552.3 | | | 27 | | |
Royalties | (108.2) | | | (99.6) | | | 9 | | | (338.0) | | | (269.4) | | | 25 | | |
Operating expenses | (229.3) | | | (214.2) | | | 7 | | | (719.8) | | | (566.0) | | | 27 | | |
Transportation expenses | (75.9) | | | (45.8) | | | 66 | | | (237.4) | | | (118.3) | | | 101 | | |
Total operating netback | 579.5 | | | 639.1 | | | (9) | | | 1,942.0 | | | 1,598.6 | | | 21 | | |
Realized gain (loss) on commodity derivatives | 33.6 | | | (4.9) | | | (786) | | | 34.7 | | | 13.0 | | | 167 | | |
Total netback | 613.1 | | | 634.2 | | | (3) | | | 1,976.7 | | | 1,611.6 | | | 23 | | |
Operating netback and netback are non-GAAP ratios and are calculated as total operating netback and total netback, respectively, divided by total production. Operating netback and netback are common metrics used in the oil and gas industry and are used to measure operating results on a per boe basis.
Base dividends is a historical non-GAAP financial measure and is calculated as dividends declared less special dividends declared as part of the Company’s return of capital framework and adjusted for timing of the dividend record date. Base dividends are based on a framework that targets dividend sustainability at lower commodity prices, allows for flexibility in the capital allocation process and dividend growth over time, and assists in determining the additional return of capital to shareholders as part of the Company’s return of capital framework.
Total return of capital is a supplementary financial measure and is comprised of base dividends, special dividends and share repurchases, adjusted for the timing of special dividend payments.
Adjusted funds flow from operations is a capital management measure and is calculated based on cash flow from operating activities before changes in non-cash working capital, transaction costs and decommissioning expenditures funded by the Company. Transaction costs are excluded as they vary based on the Company's acquisition and disposition activity and to ensure that this metric is more comparable between periods. Decommissioning expenditures are discretionary and are excluded as they may vary based on the development stage of the Company's assets and operating areas. The most directly comparable financial measure to adjusted funds flow from operations is cash flow from operating activities. Adjusted funds flow from operations is a key measure that assesses the ability of the Company to finance dividends, potential share repurchases, operating activities, capital expenditures and debt repayments. Adjusted funds flow from operations as presented is not intended to represent cash flow from operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. See Note 16 – "Capital Management" in the unaudited consolidated financial statements for the period ended September 30, 2024, for additional information on the Company's capital management.
Excess cash flow is a historical non-GAAP financial measure and is defined as adjusted funds flow from operations less development capital and other expenditures, payments on principal portion of lease liability, decommissioning expenditures funded by the Company, unrealized gains and losses on equity derivative contracts, transaction costs and other items (excluding net acquisitions and dispositions). The Company has separated transaction costs from "other items" due to the materiality of the amounts. The prior period presentation has been revised to reflect current period presentation. The most directly comparable financial measure to excess cash flow disclosed in the Company's financial statements is cash flow from operating activities. Excess cash flow is a key measure that assesses the ability of the Company to finance dividends, potential share repurchases, debt repayments and returns-based growth.
The following table reconciles cash flow from operating activities to adjusted funds flow from operations and excess cash flow:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 (1) | | % Change | | 2024 | | 2023 (1) | | % Change | |
Cash flow from operating activities | 561.7 | | | 648.9 | | | (13) | | | 1,598.7 | | | 1,584.4 | | | 1 | | |
Changes in non-cash working capital | (29.3) | | | 27.1 | | | (208) | | | 84.8 | | | 136.9 | | | (38) | | |
Transaction costs | 1.8 | | | 0.3 | | | 500 | | | 16.0 | | | 16.7 | | | (4) | | |
Decommissioning expenditures (2) | 14.1 | | | 10.8 | | | 31 | | | 28.7 | | | 26.6 | | | 8 | | |
Adjusted funds flow from operations | 548.3 | | | 687.1 | | | (20) | | | 1,728.2 | | | 1,764.6 | | | (2) | | |
Development capital and other expenditures | (404.7) | | | (351.9) | | | 15 | | | (1,210.3) | | | (928.4) | | | 30 | | |
Payments on principal portion of lease liability | (9.2) | | | (5.6) | | | 64 | | | (26.6) | | | (16.2) | | | 64 | | |
Decommissioning expenditures | (14.1) | | | (10.8) | | | 31 | | | (28.7) | | | (26.6) | | | 8 | | |
Unrealized gain (loss) on equity derivative contracts | (6.2) | | | 6.4 | | | (197) | | | (6.8) | | | (23.6) | | | (71) | | |
Transaction costs | (1.8) | | | (0.3) | | | 500 | | | (16.0) | | | (16.7) | | | (4) | | |
Other items (3) | 1.3 | | | (3.3) | | | (139) | | | (2.0) | | | (0.3) | | | 567 | | |
Excess cash flow | 113.6 | | | 321.6 | | | (65) | | | 437.8 | | | 752.8 | | | (42) | | |
(1)Comparative period revised to reflect current period presentation.
(2)Excludes amounts received from government grant programs.
(3)Other items exclude net acquisitions and dispositions.
The following table reconciles cash flow from operating activities from discontinued operations to adjusted funds flow from discontinued operations:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Cash flow from operating activities from discontinued operations | — | | | 111.8 | | | (100) | | | — | | | 311.6 | | | (100) | | |
Changes in non-cash working capital | — | | | 26.7 | | | (100) | | | — | | | 12.4 | | | (100) | | |
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Adjusted funds flow from discontinued operations | — | | | 138.5 | | | (100) | | | — | | | 324.0 | | | (100) | | |
The following tables reconcile cash flow from operating activities and adjusted funds flow from operations from continuing and discontinued operations:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
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Cash flow from operating activities from continuing operations | 561.7 | | | 537.1 | | | 5 | | | 1,598.7 | | | 1,272.8 | | | 26 | | |
Cash flow from operating activities from discontinued operations | — | | | 111.8 | | | (100) | | | — | | | 311.6 | | | (100) | | |
Cash flow from operating activities | 561.7 | | | 648.9 | | | (13) | | | 1,598.7 | | | 1,584.4 | | | 1 | | |
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
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Adjusted funds flow from continuing operations | 548.3 | | | 548.6 | | | — | | | 1,728.2 | | | 1,440.6 | | | 20 | | |
Adjusted funds flow from discontinued operations | — | | | 138.5 | | | (100) | | | — | | | 324.0 | | | (100) | | |
Adjusted funds flow from operations | 548.3 | | | 687.1 | | | (20) | | | 1,728.2 | | | 1,764.6 | | | (2) | | |
Adjusted working capital surplus (deficiency) is a capital management measure and is calculated as accounts payable and accrued liabilities, dividends payable and long-term compensation liability net of equity derivative contracts, less cash, accounts receivable, prepaids and deposits and deferred consideration receivable. Deferred consideration receivable was incurred in 2023 and 2024 through capital dispositions and is included in "other current assets" and "other long-term assets" on the balance sheet. Adjusted working capital surplus (deficiency) is a component of net debt and is a measure of the Company's liquidity.
The following table reconciles adjusted working capital deficiency:
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($ millions) | September 30, 2024 | | December 31, 2023 | | % Change | |
Accounts payable and accrued liabilities | 566.0 | | | 634.9 | | | (11) | | |
Dividends payable | 70.9 | | | 56.8 | | | 25 | | |
Long-term compensation liability (1) | 48.1 | | | 66.8 | | | (28) | | |
Cash | (8.2) | | | (17.3) | | | (53) | | |
Accounts receivable | (323.7) | | | (377.9) | | | (14) | | |
Prepaids and deposits | (102.4) | | | (87.8) | | | 17 | | |
Deferred consideration receivable (2) | (60.3) | | | (79.2) | | | (24) | | |
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Adjusted working capital deficiency | 190.4 | | | 196.3 | | | (3) | | |
(1)Includes current portion of long-term compensation liability and is net of equity derivative contracts.
(2)Deferred consideration receivable is comprised of $49.5 million included in other current assets and $10.8 million included in other long-term assets (December 31, 2023 - $79.2 million in other current assets and nil in other long-term assets).
Net debt is a capital management measure and is calculated as long-term debt plus adjusted working capital deficiency, excluding the unrealized foreign exchange on translation of hedged US dollar long-term debt. The most directly comparable financial measure to net debt disclosed in the Company's financial statements is long-term debt. Net debt is a key measure of the Company's liquidity.
The following table reconciles long-term debt to net debt:
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($ millions) | September 30, 2024 | | December 31, 2023 | | % Change | |
Long-term debt (1) | 2,776.7 | | | 3,566.3 | | | (22) | | |
Adjusted working capital deficiency | 190.4 | | | 196.3 | | | (3) | | |
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Unrealized foreign exchange on translation of hedged US dollar long-term debt | (7.7) | | | (24.5) | | | (69) | | |
Net debt | 2,959.4 | | | 3,738.1 | | | (21) | | |
(1)Includes current portion of long-term debt.
Enterprise value is a supplementary financial measure and is calculated as market capitalization plus net debt. Enterprise value is used to assess the valuation of the Company. Refer to the Liquidity and Capital Resources section in this MD&A for further information.
Net debt to adjusted funds flow from operations is a capital management measure and is calculated as the period end net debt divided by the sum of adjusted funds flow from operations for the trailing four quarters. Net debt as a percentage of enterprise value is a supplementary financial measure and is calculated as net debt divided by enterprise value. The measures of net debt to adjusted funds flow from operations and net debt as a percentage of enterprise value are used to measure the Company's overall debt position and to measure the strength of the Company's balance sheet. Veren monitors these measures and uses them as key measures in capital allocation decisions including capital spending levels, returns to shareholders including dividends and share repurchases, and financial considerations.
Adjusted net earnings from operations is a historical non-GAAP financial measure and is calculated based on net income (loss) before amortization of E&E undeveloped land, impairment or impairment reversals, unrealized derivative gains or losses, unrealized foreign exchange gain or loss on translation of hedged US dollar long-term debt, gains or losses on capital acquisitions and dispositions, cumulative foreign currency translation of discontinued foreign operations, and deferred tax related to these adjustments. Adjusted net earnings from operations is a key measure of financial performance that is more comparable between periods. The most directly comparable financial measure to adjusted net earnings from operations disclosed in the Company's financial statements is net income (loss).
The following table reconciles net income (loss) to adjusted net earnings from operations:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Net income (loss) | 277.2 | | | (809.9) | | | (134) | | | 126.5 | | | (380.9) | | | (133) | | |
Amortization of E&E undeveloped land | 31.2 | | | 11.0 | | | 184 | | | 90.6 | | | 18.9 | | | 379 | | |
Impairment | — | | | 773.8 | | | (100) | | | 512.3 | | | 773.8 | | | (34) | | |
Unrealized derivative (gains) losses | (146.6) | | | 35.4 | | | (514) | | | 11.1 | | | 155.5 | | | (93) | | |
Unrealized foreign exchange (gain) loss on translation of hedged US dollar long-term debt | (16.2) | | | 55.9 | | | (129) | | | (14.6) | | | (73.2) | | | (80) | | |
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Net (gain) loss on capital dispositions | (0.3) | | | (0.1) | | | 200 | | | 10.4 | | | (4.2) | | | (348) | | |
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Deferred tax adjustments | 31.7 | | | 249.4 | | | (87) | | | (134.5) | | | 249.9 | | | (154) | | |
Adjusted net earnings from operations | 177.0 | | | 315.5 | | | (44) | | | 601.8 | | | 739.8 | | | (19) | | |
The following table reconciles net income (loss) from discontinued operations to adjusted net earnings from discontinued operations:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Net income (loss) from discontinued operations | — | | | (943.5) | | | (100) | | | (12.7) | | | (877.7) | | | (99) | | |
Amortization of E&E undeveloped land | — | | | 0.1 | | | (100) | | | — | | | 0.1 | | | (100) | | |
Impairment | — | | | 728.4 | | | (100) | | | — | | | 728.4 | | | (100) | | |
Unrealized derivative loss | — | | | 24.0 | | | (100) | | | — | | | 24.0 | | | (100) | | |
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Net loss on capital dispositions | — | | | — | | | — | | | 12.7 | | | — | | | 100 | | |
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Deferred tax adjustments | — | | | 279.9 | | | (100) | | | — | | | 279.2 | | | (100) | | |
Adjusted net earnings from discontinued operations | — | | | 88.9 | | | (100) | | | — | | | 154.0 | | | (100) | | |
The following table reconciles adjusted net earnings from continuing and discontinued operations:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
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Adjusted net earnings from continuing operations | 177.0 | | | 226.6 | | | (22) | | | 601.8 | | | 585.8 | | | 3 | | |
Adjusted net earnings from discontinued operations | — | | | 88.9 | | | (100) | | | — | | | 154.0 | | | (100) | | |
Adjusted net earnings from operations | 177.0 | | | 315.5 | | | (44) | | | 601.8 | | | 739.8 | | | (19) | | |
Adjusted net earnings from operations per share - diluted is a non-GAAP ratio and is calculated as adjusted net earnings from operations divided by the number of weighted average diluted shares outstanding. Adjusted net earnings from operations presents a measure of financial performance that is more comparable between periods. Adjusted net earnings from operations as presented is not intended to represent net earnings or other measures of financial performance calculated in accordance with IFRS.
The following table reconciles development capital and other expenditures to development capital expenditures:
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| Three months ended September 30 | | Nine months ended September 30 | |
($ millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change | |
Development capital and other expenditures | 404.7 | | | 351.9 | | | 15 | | | 1,210.3 | | | 928.4 | | | 30 | | |
Payments on drilling rig lease liabilities | 3.3 | | | — | | | 100 | | | 9.6 | | | — | | | 100 | | |
Land expenditures | (1.1) | | | (23.0) | | | (95) | | | (36.2) | | | (31.4) | | | 15 | | |
Capitalized administration (1) | (9.9) | | | (11.9) | | | (17) | | | (34.9) | | | (33.4) | | | 4 | | |
Corporate assets | (1.1) | | | (1.5) | | | (27) | | | (3.7) | | | (3.8) | | | (3) | | |
Development capital expenditures | 395.9 | | | 315.5 | | | 25 | | | 1,145.1 | | | 859.8 | | | 33 | | |
(1)Capitalized administration excludes capitalized equity-settled SBC.
Development capital expenditures is a historical non-GAAP financial measure that presents total budgeted development capital spending under the Company's guidance. The most directly comparable financial measure disclosed in the Company's financial statements is development capital and other expenditures on the consolidated statements of cash flows. Development capital expenditures is calculated as development capital and other expenditures plus payments on drilling rig lease liabilities, and excludes land expenditures, capitalized administration and corporate assets. These drilling rig contracts are accounted for in accordance with IFRS 16 Leases.
Management believes the presentation of the specified financial measures above provide useful information to investors and shareholders as the measures provide increased transparency and the ability to better analyze performance against prior periods on a comparable basis.
Forward-Looking Information
Certain statements contained in this management's discussion and analysis constitute forward-looking statements and are based on Veren's beliefs and assumptions based on information available at the time the assumption was made. By its nature, such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These statements are effective only as of the date of this MD&A. Veren undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so pursuant to applicable law. For additional information on the Company's guidance, refer to the press release dated September 9, 2024 available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Any “financial outlook” or “future oriented financial information” in this management’s discussion and analysis, as defined by applicable securities legislation, have been approved by management of Veren. Such financial outlook or future oriented financial information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.
Certain statements contained in this MD&A, including statements related to Veren's capital expenditures, projected asset growth, view and outlook toward future commodity prices, drilling activity and statements that contain words such as "could", "should", "can", "anticipate", "expect", "believe", "will", "may", “projected”, “sustain”, “continues”, “strategy”, “potential”, “projects”, “grow”, “take advantage”, “estimate” and similar expressions and statements relating to matters that are not historical facts constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. The material assumptions and factors in making these forward-looking statements are disclosed in this MD&A under the headings "Overview", "Commodity Derivatives", “Liquidity and Capital Resources” and “Guidance”.
In particular, forward-looking statements include:
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l Veren's approach to proactively manage the risk exposure inherent in movements in the price of crude oil, natural gas, the Company's share price, the US/Cdn dollar exchange rate and interest rates through the use of derivatives with investment-grade counterparties; l Veren's use of derivatives to reduce the volatility of the selling price of its crude oil, NGLs and natural gas production and provide some upside participation during rising prices and how these derivatives provide a measure of stability to cash flow; l Veren's 2024 production and capital expenditures guidance, and other information forming part of the 2024 guidance;
| l The extent and effectiveness of hedges; l Veren's return of capital outlook including dividend expectations and additional return of capital target as a percentage of excess cash flow; l The Company's liquidity and financial flexibility; l The method by which the Company's ongoing working capital requirements are financed; l Natural gas diversification and pricing; l NCIB expectations; and l Estimated undiscounted and uninflated cash flows to settle decommissioning liability.
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This information contains certain forward-looking estimates that involve substantial known and unknown risks and uncertainties, many of which are beyond Veren's control. Such risks and uncertainties include, but are not limited to: financial risk of marketing reserves at an acceptable price given market conditions; volatility in market prices for oil and natural gas, decisions or actions of OPEC and non-OPEC countries in respect of supplies of oil and gas; delays in business operations or delivery of services due to pipeline restrictions, rail blockades, outbreaks, pandemics, and blowouts; the risk of carrying out operations with minimal environmental impact; industry conditions including changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; uncertainties associated with estimating oil and natural gas reserves; risks and uncertainties related to oil and gas interests and operations on Indigenous lands; economic risk of finding and producing reserves at a reasonable cost; uncertainties associated with partner plans and approvals; operational matters related to non-operated properties; increased competition for, among other things, capital, acquisitions of reserves and undeveloped lands; competition for and availability of qualified personnel or management; incorrect assessments of the value and likelihood of acquisitions and dispositions, and exploration and development programs; unexpected geological, technical, drilling, construction, processing and transportation problems; the impacts of drought, wildfires and severe weather events; availability of insurance; fluctuations in foreign exchange and interest rates; stock market volatility; general economic, market and business conditions, including uncertainty in the demand for oil and gas and economic activity in general; changes in interest rates and inflation; uncertainties associated with regulatory approvals; geopolitical conflicts, including the Russian invasion of Ukraine and conflict in the Middle East; uncertainty of government policy changes; the impact of the implementation of the Canada-United States-Mexico Agreement; uncertainty regarding the benefits and costs of dispositions; failure to complete acquisitions and dispositions; uncertainties associated with credit facilities and counterparty credit risk; and changes in income tax laws, tax laws, crown royalty rates and incentive programs relating to the oil and gas industry; and other factors, many of which are outside the control of the Company.
Therefore, Veren's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking estimates and if such actual results, performance or achievements transpire or occur, or if any of them do so, there can be no certainty as to what benefits or detriments Veren will derive therefrom.
Crude oil and condensate, and natural gas information is provided in accordance with the United States Financial Accounting Standards Board Topic 932 - "Extractive Activities - Oil and Gas" and where applicable, financial information is prepared in accordance with International Financial Reporting Standards ("IFRS").
The Company files its reserves information under National Instrument 51-101 - "Standards of Disclosure of Oil and Gas Activities" (NI 51-101), which prescribes the standards for the preparation and disclosure of reserves and related information for companies listed in Canada.
There are significant differences to the type of volumes disclosed and the basis from which the volumes are economically determined under the United States Securities and Exchange Commission (“SEC”) requirements and NI 51-101. The SEC requires disclosure of net reserves, after royalties, using 12-month average prices and current costs; whereas NI 51-101 requires Company gross reserves, before royalties, using forecast pricing and costs. Therefore the difference between the reported numbers under the two disclosure standards may be material.
Barrels of oil equivalent (“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. Given that the value ratio based on the current price of crude oil and condensate as compared to natural gas is significantly different from the energy equivalency of oil, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. Oil and gas metrics such as operating netback and netback do not have standardized meaning and as such may not be reliable, and should not be used to make comparisons.
NI 51-101 includes condensate within the natural gas liquids (NGLs) product type. The Company has disclosed condensate as combined with crude oil and separately from other natural gas liquids in this MD&A since the price of condensate as compared to other natural gas liquids is currently significantly higher and the Company believes that this crude oil and condensate presentation provides a more accurate description of its operations and results therefrom. The Company’s aggregate production for the past eight quarters and the references to “natural gas”, “crude oil" and "condensate”, reported in this MD&A consist of the following product types, as defined in NI 51-101 and using a conversion ratio of 6 mcf : 1 bbl where applicable:
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| Three months ended September 30 | | Nine months ended September 30 | |
| 2024 | | 2023 | | | | 2024 | | 2023 | | | |
Light & Medium Crude Oil (bbl/d) | 7,062 | | | 12,405 | | | | | 9,374 | | | 12,823 | | | | |
Heavy Crude Oil (bbl/d) | — | | | 3,617 | | | | | 2,154 | | | 3,826 | | | | |
Tight Oil (bbl/d) | 67,262 | | | 54,605 | | | | | 70,873 | | | 47,461 | | | | |
Total Crude Oil (bbl/d) | 74,324 | | | 70,627 | | | | | 82,401 | | | 64,110 | | | | |
| | | | | | | | | | | | |
NGLs (bbl/d) | 44,908 | | | 38,316 | | | | | 44,024 | | | 35,952 | | | | |
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Shale Gas (mcf/d) | 390,322 | | | 232,235 | | | | | 388,887 | | | 188,243 | | | | |
Conventional Natural Gas (mcf/d) | 3,260 | | | 12,542 | | | | | 4,460 | | | 10,553 | | | | |
Total Natural Gas (mcf/d) | 393,582 | | | 244,777 | | | | | 393,347 | | | 198,796 | | | | |
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Total production from continuing operations (boe/d) | 184,829 | | | 149,739 | | | | | 191,983 | | | 133,195 | | | | |
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| Three months ended September 30 | | Nine months ended September 30 | |
| 2024 | | 2023 | | | | 2024 | | 2023 | | | |
Light & Medium Crude Oil (bbl/d) | 7,062 | | | 12,405 | | | | | 9,374 | | | 12,823 | | | | |
Heavy Crude Oil (bbl/d) | — | | | 3,617 | | | | | 2,154 | | | 3,826 | | | | |
Tight Oil (bbl/d) | 67,262 | | | 75,882 | | | | | 70,873 | | | 64,376 | | | | |
Total Crude Oil (bbl/d) | 74,324 | | | 91,904 | | | | | 82,401 | | | 81,025 | | | | |
| | | | | | | | | | | | |
NGLs (bbl/d) | 44,908 | | | 44,728 | | | | | 44,024 | | | 41,588 | | | | |
| | | | | | | | | | | | |
Shale Gas (mcf/d) | 390,322 | | | 251,152 | | | | | 388,887 | | | 204,459 | | | | |
Conventional Natural Gas (mcf/d) | 3,260 | | | 12,542 | | | | | 4,460 | | | 10,553 | | | | |
Total Natural Gas (mcf/d) | 393,582 | | | 263,694 | | | | | 393,347 | | | 215,012 | | | | |
| | | | | | | | | | | | |
Total average daily production (boe/d) | 184,829 | | | 180,581 | | | | | 191,983 | | | 158,448 | | | | |
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| 2024 | 2023 | 2022 | |
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | |
Light & Medium Crude Oil (bbl/d) | 7,062 | | 9,653 | | 11,434 | | 12,198 | | 12,405 | | 13,188 | | 12,879 | | 13,671 | | |
Heavy Crude Oil (bbl/d) | — | | 2,866 | | 3,620 | | 3,795 | | 3,617 | | 3,857 | | 4,010 | | 3,870 | | |
Tight Oil (bbl/d) | 67,262 | | 72,546 | | 72,849 | | 56,657 | | 54,605 | | 48,151 | | 39,464 | | 40,068 | | |
Total Crude Oil (bbl/d) | 74,324 | | 85,065 | | 87,903 | | 72,650 | | 70,627 | | 65,196 | | 56,353 | | 57,609 | | |
| | | | | | | | | |
NGLs (bbl/d) | 44,908 | | 42,375 | | 44,780 | | 39,517 | | 38,316 | | 34,108 | | 35,401 | | 33,871 | | |
| | | | | | | | | |
Shale Gas (mcf/d) | 390,322 | | 387,893 | | 388,432 | | 236,926 | | 232,235 | | 184,105 | | 147,458 | | 128,437 | | |
Conventional Natural Gas (mcf/d) | 3,260 | | 3,357 | | 6,773 | | 11,380 | | 12,542 | | 8,859 | | 10,233 | | 10,769 | | |
Total Natural Gas (mcf/d) | 393,582 | | 391,250 | | 395,205 | | 248,306 | | 244,777 | | 192,964 | | 157,691 | | 139,206 | | |
| | | | | | | | | |
Total production from continuing operations (boe/d) | 184,829 | | 192,648 | | 198,551 | | 153,551 | | 149,739 | | 131,465 | | 118,036 | | 114,681 | | |
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| 2024 | 2023 | 2022 |
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 |
Light & Medium Crude Oil (bbl/d) | 7,062 | | 9,653 | | 11,434 | | 12,198 | | 12,405 | | 13,190 | | 12,879 | | 13,671 | |
Heavy Crude Oil (bbl/d) | — | | 2,866 | | 3,620 | | 3,795 | | 3,617 | | 3,857 | | 4,010 | | 3,870 | |
Tight Oil (bbl/d) | 67,262 | | 72,546 | | 72,849 | | 62,512 | | 75,882 | | 63,812 | | 53,184 | | 52,095 |
Total Crude Oil (bbl/d) | 74,324 | | 85,065 | | 87,903 | | 78,505 | | 91,904 | | 80,859 | | 70,073 | | 69,636 | |
| | | | | | | | |
NGLs (bbl/d) | 44,908 | | 42,375 | | 44,780 | | 41,373 | | 44,728 | | 39,399 | | 40,592 | | 38,893 | |
| | | | | | | | |
Shale Gas (mcf/d) | 390,322 | | 387,893 | | 388,432 | | 242,965 | | 251,152 | | 199,781 | | 161,459 | | 142,803 | |
Conventional Natural Gas (mcf/d) | 3,260 | | 3,357 | | 6,773 | | 11,380 | | 12,542 | | 8,859 | | 10,233 | | 10,769 | |
Total Natural Gas (mcf/d) | 393,582 | | 391,250 | | 395,205 | | 254,345 | | 263,694 | | 208,640 | | 171,692 | | 153,572 | |
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Total average daily production (boe/d) | 184,829 | | 192,648 | | 198,551 | | 162,269 | | 180,581 | | 155,031 | | 139,280 | | 134,124 | |
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Directors Barbara Munroe, Chair (6) James Craddock (2) (3) (5) John Dielwart (3) (4) Mike Jackson (1) (5) Jennifer Koury (2) (5) François Langlois (1) (3) (4) Myron Stadnyk (1) (2) (4) Mindy Wight (1) (2) Craig Bryksa (4) (1) Member of the Audit Committee of the Board of Directors (2) Member of the Human Resources and Compensation Committee of the Board of Directors (3) Member of the Reserves Committee of the Board of Directors (4) Member of the Environment, Safety and Sustainability Committee of the Board of Directors (5) Member of the Corporate Governance and Nominating Committee (6) Chair of the Board serves in an ex officio capacity on each Committee Officers Craig Bryksa President and Chief Executive Officer Ken Lamont Chief Financial Officer Ryan Gritzfeldt Chief Operating Officer Mark Eade Senior Vice President, General Counsel and Corporate Secretary Justin Foraie Senior Vice President, Operations and Marketing Garret Holt Senior Vice President, Strategy and Planning Michael Politeski Senior Vice President, Finance and Treasurer Shelly Witwer Senior Vice President, Business Development Head Office Suite 2000, 585 - 8th Avenue S.W. Calgary, Alberta T2P 1G1 Tel: (403) 693-0020 Fax: (403) 693-0070 Toll Free: (888) 693-0020 Banker The Bank of Nova Scotia Calgary, Alberta | | Auditor PricewaterhouseCoopers LLP Calgary, Alberta Legal Counsel Norton Rose Fulbright Canada LLP Calgary, Alberta Evaluation Engineers McDaniel & Associates Consultants Ltd. Calgary, Alberta Registrar and Transfer Agent Investors are encouraged to contact Veren's Registrar and Transfer Agent for information regarding their security holdings: Computershare Trust Company of Canada 600, 530 - 8th Avenue S.W. Calgary, Alberta T2P 3S8 Tel: (403) 267-6800 Stock Exchanges Toronto Stock Exchange - TSX New York Stock Exchange - NYSE Stock Symbol VRN Investor Contacts Sarfraz Somani Manager, Investor Relations (403) 693-0020 |
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