Spartan Delta Corp. announces third quarter 2022 results, a special dividend, and provides operations update

Selected financial and operational information is set out below and should be read in conjunction with Spartan’s unaudited interim financial statements and related management’s discussion and analysis (“MD&A“) for the three and nine months ended September 30, 2022, which are filed on SEDAR at www.sedar.com and are available on the Company’s website at www.spartandeltacorp.com. The highlights reported in this press release include certain non-GAAP financial measures and ratios which have been identified using capital letters. The reader is cautioned that these measures may not be directly comparable to other issuers; refer to additional information under the heading “Reader Advisories – Non-GAAP Measures and Ratios”.

THIRD QUARTER 2022 HIGHLIGHTS

• Spartan’s Q3 2022 production averaged 72,134 BOE/d (39% liquids), up 56% compared to 46,282 BOE/d (32% liquids) in Q3 2021, with crude oil production increasing 7% compared to Q2 2022.
• The Company continues to see strong results from its drilling program with 8 (7.9 net) wells on production during the third quarter, including 5 (4.9 net) Montney wells in Gold Creek West and 3 (3.0 net) wells in the Deep Basin.
• The Company’s Q3 2022 average selling price was $52.32 per BOE, 52% higher than the average price of $34.31 per BOE realized in Q3 2021.
• Spartan’s Operating Netback, after hedging, averaged $32.74 per BOE in Q3 2022, up 74% from $18.79 per BOE in Q3 2021.
• The Company’s operations generated Adjusted Funds Flow of $201 million ($1.15 per share, diluted) in Q3 2022, up 189% from $69 million ($0.43 per share, diluted) in the same quarter of 2021. Free Funds Flow was $124 million after $76 million of Capital Expenditures before A&D during the three months ended September 30, 2022.
• On August 9, 2022, Spartan closed the corporate acquisition of Bellatrix Exploration Ltd. for a cash purchase price of $6 million. The acquisition materially enhanced the Company’s future tax position and Spartan’s available tax pools are estimated to be in excess of $2.1 billion (~60% non-capital losses) as of September 30, 2022. A deferred income tax asset of $144 million was recognized in connection with the acquisition.
• Net income increased to $285 million in Q3 2022 ($1.64 per share, diluted), up 125% from $127 million ($0.87 per share, diluted) in Q3 2021.
• Spartan fully repaid its bank debt during the third quarter and the Company’s credit facility is currently undrawn. As at September 30, 2022, the Company had $43 million of cash on hand and $150 million of long-term debt outstanding on its second lien term facility. Spartan’s quarter-end Net Debt inclusive of working capital was $143 million, approximately 0.2 times its Annualized Adjusted Funds Flow for Q3 2022.

Spartan’s operational and financial results in the first nine months of 2022 materially exceeded corporate forecasts, driven by exceptional execution of the 2022 drilling program and strong commodity tailwinds. With its bank debt fully repaid and a growing cash position, the Company has achieved the target Net Debt to Annualized AFF Ratio of less than 0.5x it set for the commencement of a return of capital strategy.

As a result, Spartan is pleased to announce the Board of Directors have declared a special cash dividend of $0.50 per common share (“Spartan Share“) payable on January 16, 2023, to shareholders of record at the close of business on December 15, 2022 (the “Record Date“). The special dividend is designated as an “eligible dividend” for Canadian income tax purposes. See “Special Dividend Details” for guidance and instructions with respect to eligibility to receive the special dividend.

OPERATIONS UPDATE

The Company spent $76 million on exploration and development capital expenditures during the third quarter. In the Montney, Spartan drilled 6.0 (6.0 net) wells at Gold Creek East and brought on-stream 5.0 (4.9 net) wells in Gold Creek West.

• Gold Creek East 2-34 pad – Phase 2 (5.0 net wells) was drilled and subsequently completed during the month of October. All five wells are currently in the early stages of flowback. The sixth well drilled in the quarter was the first well off 10-1 pad – Phase 2, which consists of four wells that finished drilling in late October and are now awaiting completion.
• Gold Creek West 7-34 pad – Phase 2 (4.9 net wells) was brought on-stream in July, 2022 and is averaging 1,137 BOE/d per well (667 bbls/d crude oil, 24 bbls/d condensate, 46 bbls/d NGLs and 2.4 mmcf/d natural gas) for the first 60 days of production, a 69% increase over the proved plus probable reserves type curve.
• In the second quarter of 2022, Spartan highlighted results from the Gold Creek East 5-7 pad – Phase 2 (3.0 net wells), which delivered average production of 1,300 BOE/d per well (652 bbls/d crude oil, 13 bbls/d condensate, 135 bbls/d NGLs and 3.0 mmcf/d natural gas) for the first 90 days of production. This pad represents the most up-dip portion of the oil fairway drilled to date, yet has delivered some of the best results across the field. The results at 5-7 pad, along with the recent well results from Gold Creek West 7-34 pad, demonstrate the potential of the play across the contiguous land base that spans more than three townships.

In the Deep Basin, Spartan drilled 6.0 (5.9 net) wells, of which 3.0 net wells were brought on production in the third quarter, and 2.9 net wells were brought on production in early October.

• North Brazeau Viking – 1.0 (1.0 net) well located at 100/04-29-045-12W5/2 was Spartan’s first Viking drill which begins to delineate an additional light oil-weighted horizon in the Deep Basin. The success of the 4-29 horizontal adds a significant number of new locations to core inventory across the fairway, which previously consisted exclusively of Spirit River and Cardium.
• Baptiste Spirit River – 1.0 (0.9 net) well located at 102/02-16-043-09W5 was drilled in Q3 and brought on-stream October 1, 2022. For its first 30 days on production, the well averaged 2,356 BOE/d (314 bbls/d condensate, 608 bbls/d NGLs and 8.6 mmcf/d natural gas). The well is flowing at restricted rates due to temporary facility constraints.
• Ferrier Spirit River 10-24 pad (2.0 net wells) was brought on production in September. For its first 30 days on production, the pad averaged 1,364 BOE/d per well (37 bbls/d condensate, 294 bbls/d NGLs, and 6.2 mmcf/d natural gas).
• Baptiste Spirit River 14-03 pad (2.0 net wells) – The first well located at 100/13-15-044-09W5/0 has reached 30 days of production and averaged 1,419 BOE/d (67 bbls/d condensate, 402 bbls/d NGLs and 5.7 mmcf/d natural gas). Initial rates for the second well (100/15-15-044-09W5/0) were limited due to a casing obstruction, but after partial remediation, is now averaging 971 BOE/d (46 bbls/d condensate, 275 bbls/d NGLs and 3.9 mmcf/d natural gas). Both wells are being restricted due to temporary facility constraints.

FINANCIAL AND OPERATING HIGHLIGHTS

The table below summarizes the Company’s financial and operating results for the three and nine month periods ended September 30, 2022 and September 30, 2021:

The Company expects to release its preliminary 2023 budget and guidance alongside its future return of capital strategy prior to the new year. This strategy may include a combination of share repurchases, base dividend payments and/or special dividend payments.

Spartan is committed to providing continuous information on its effort to improve upon its environment, social and governance (“ESG“) goals and achievements.  In an effort to demonstrate Spartan’s continuous focus on ESG, we are pleased to highlight our regularly updated ESG Reporting Tool, which can be accessed at https://esg.spartandeltacorp.com/.

PLEASE NOTE THAT THE SPECIAL DIVIDEND WILL NOT BE AUTOMATICALLY PAID TO SHAREHOLDERS.  REGISTERED SHAREHOLDERS AND FINANCIAL INTERMEDIARIES, ON BEHALF OF THEIR UNDERLYING CLIENTS, WILL BE REQUIRED TO CONFIRM ELIGIBILITY TO RECEIVE THE SPECIAL DIVIDEND.  IN ORDER TO BE ELIGIBLE, REGISTERED SHAREHOLDERS AND FINANCIAL INTERMEDIARIES, ON BEHALF OF THEIR UNDERLYING CLIENTS, WILL BE REQUIRED TO CONFIRM THAT NONE OF THE SHAREHOLDER, ITS ULTIMATE BENEFICIAL OWNER(S) OR ANY PERSON(S) THAT DIRECTLY OR INDIRECTLY CONTROLS THE SHAREHOLDER THROUGH THE OWNERSHIP OF EQUITY INTERESTS ARE IGOR MAKAROV, ARETI ENERGY S.A. (SWITZERLAND), ARETI ENERGY SPV, LLC (US) OR ARETI ENERGY LIMITED.

Registered Shareholders Procedure

You are a registered shareholder if you own Spartan Shares in your own name and either have a share certificate or direct registration statement that shows your ownership.  Registered shareholders need to follow the procedure outlined below, otherwise you will not receive the special dividend.

Registered shareholders will receive by mail a confirmation of eligibility form (the “Registered Eligibility Form“), which must be completed, signed and returned to Kingsdale Advisors (the “Information Agent“) on or prior to 5:00 p.m. (Mountain time) on Thursday January 12, 2023 (the “Eligibility Deadline“).  Registered shareholders that are corporations, partnerships or trusts, or where a person is acting in a power or attorney or executor capacity, will also need to send evidence of their capacity to confirm eligibility on behalf of the registered shareholder. The special dividend will be paid by cheque only to registered shareholders that have submitted a Registered Eligibility Form.  Registered shareholders that wish to have their cheque sent to an address other than the registered address will also be required to obtain a signature guarantee from a Canadian Financial Institution.

If you have any questions or need assistance in completing the Registered Eligibility Form, please contact the Information Agent, Kingsdale Advisors, toll free at 1-888-327-0819 or by email at corpaction@kingsdaleadvisors.com.

Financial Intermediary Procedure

You are a beneficial shareholder if you own Spartan Shares through a financial intermediary such as a bank, broker or trust company (a “Financial Intermediary“).  Beneficial shareholders will not be required to take action individually in order to receive the special dividend.  Your Financial Intermediary will be required to confirm eligibility to receive the special dividend on your behalf.  If you have any questions regarding your eligibility status, you should contact your Financial Intermediary.

Financial Intermediaries will be required to complete a confirmation of eligibility form (the “Beneficial Eligibility Form“) for each of their CDS Participant positions and return it to the Information Agent as outlined on the Beneficial Eligibility Form on or prior to the Eligibility Deadline.  Financial Intermediaries will receive an electronic copy of the Beneficial Eligibility Form from the Information Agent following the Record Date. Any Financial Intermediary that does not receive the Beneficial Eligibility Form promptly following the Record Date should immediately contact the Information Agent for assistance.  Financial Intermediaries are instructed to note the eligibility definition included within the Beneficial Eligibility Form and to confirm compliance with the definition on its own behalf and on behalf of its underlying clients.  Where a Financial Intermediary’s client is itself an Intermediary (an “Intermediary Client“) holding on behalf of beneficial shareholders, the Financial Intermediary must seek confirmation of eligibility from any such Intermediary Client, and for clarity cannot attest on behalf of such Intermediary Client. The Beneficial Eligibility Form requires separate confirmation of the aggregate number of Spartan Shares held that are eligible to receive the special dividend and the aggregate number of Spartan Shares that are ineligible to receive the special dividend.  Any client or Intermediary Client position that has not been positively confirmed as either eligible or ineligible must not be attested for under either category and will be defaulted to a “No Attestation” status.  Only Spartan Shares under the eligible category will receive the special dividend.

In addition to completing the Beneficial Eligibility Form, Financial Intermediaries are required to complete a signature and medallion guarantee section and return the Beneficial Eligibility Form, all as further explained in the form, on or prior to the Eligibility Deadline.

Financial Intermediaries will receive the special dividend entitlement for eligible shareholders by wire payment, unless they direct the Information Agent to issue a cheque in accordance with the Beneficial Eligibility Form.

Financial Intermediaries that have questions about completing the Beneficial Eligibility Form should contact the Information Agent, Kingsdale Advisors, toll free at 1-888-327-0819 or by email at corpaction@kingsdaleadvisors.com.

Spartan is committed to creating a modern energy company, focused on sustainability both in operations and financial performance. The Company’s ESG-focused culture is centered on generating Free Funds Flow through responsible oil and gas exploration and development. The Company has established a portfolio of high-quality production and development opportunities in the Deep Basin and Montney. Spartan is focused on the execution of the Company’s organic drilling program, delivering operational synergies in a respectful and responsible manner to the environment and communities it operates in. The Company is well positioned to continue pursuing immediate production optimization, future growth with organic drilling, opportunistic acquisitions and the delivery of Free Funds Flow.

Non-GAAP Measures and Ratios

This press release contains certain financial measures and ratios which do not have standardized meanings prescribed by International Financial Reporting Standards (“IFRS“) or Generally Accepted Accounting Principles (“GAAP“). As these non-GAAP financial measures and ratios are commonly used in the oil and gas industry, Spartan believes that their inclusion is useful to investors. The reader is cautioned that these amounts may not be directly comparable to measures for other companies where similar terminology is used.

The non-GAAP measures and ratios used in this press release, represented by the capitalized and defined terms outlined below, are used by Spartan as key measures of financial performance and are not intended to represent operating profits nor should they be viewed as an alternative to cash provided by operating activities, net income or other measures of financial performance calculated in accordance with IFRS.

The definitions below should be read in conjunction with the “Non-GAAP Measures and Ratios” section of the Company’s MD&A dated November 8, 2022, which includes discussion of the purpose and composition of the specified financial measures and detailed reconciliations to the most directly comparable GAAP financial measures.

Operating Income and Operating Netback

Operating Income, a non-GAAP financial measure, is a useful supplemental measure that provides an indication of the Company’s ability to generate cash from field operations, prior to administrative overhead, financing and other business expenses. “Operating Income, before hedging” is calculated by Spartan as oil and gas sales, net of royalties, plus processing and other revenue, less operating and transportation expenses. “Operating Income, after hedging” is calculated by adjusting Operating Income for: (i) realized gains or losses on derivative financial instruments including settlements on acquired derivative financial instrument liabilities (together a non-GAAP financial measure “Settlements on Commodity Derivative Contracts“), and (ii) pipeline transportation revenue, net of pipeline transportation expense (the “Net Pipeline Transportation Margin“). The Company refers to Operating Income expressed per unit of production as an “Operating Netback” and reports the Operating Netback before and after hedging, both of which are non-GAAP financial ratios. Spartan considers Operating Netback an important measure to evaluate its operational performance as it demonstrates its field level profitability relative to current commodity prices.

Adjusted Funds Flow and Free Funds Flow

Cash provided by operating activities is the most directly comparable measure to Adjusted Funds Flow. “Adjusted Funds Flow” is reconciled to cash provided by operating activities by excluding changes in non-cash working capital, adding back transaction costs on acquisitions, and deducting the principal portion of lease payments. Spartan utilizes Adjusted Funds Flow as a key performance measure in the Company’s annual financial forecasts and public guidance. Transaction costs, which primarily include legal and financial advisory fees, regulatory and other expenses directly attributable to execution of acquisitions, are added back because the Company’s definition of Free Funds Flow excludes capital expenditures related to acquisitions and dispositions. For greater clarity, incremental overhead expenses related to ongoing integration and restructuring post-acquisition are not adjusted and are included in Spartan’s general and administrative expenses. Lease liabilities are not included in Spartan’s definition of Net Debt (non-GAAP measure defined herein), therefore lease payments are deducted in the period incurred to determine Adjusted Funds Flow.

The Company refers to Adjusted Funds Flow expressed per unit of production as an “Adjusted Funds Flow Netback“.

“Free Funds Flow” is calculated by Spartan as Adjusted Funds Flow less Capital Expenditures before A&D, which is also a non-GAAP financial measure (defined herein). Spartan believes Free Funds Flow provides an indication of the amount of funds the Company has available for future capital allocation decisions such as to repay long-term debt, reinvest in the business or return capital to shareholders.

Adjusted Funds Flow per share

Adjusted Funds Flow (“AFF“) per share is a non-GAAP financial ratio used by Spartan as a key performance indicator. AFF per share is calculated using the same methodology as net income per share (“EPS“), however the diluted weighted average common shares (“WA Shares“) outstanding for AFF may differ from the diluted weighted average determined in accordance with IFRS for purposes of calculating EPS due to non-cash items that impact net income only. The dilutive impact of stock options and share awards is more dilutive to AFF than EPS because the number of shares deemed to be repurchased under the treasury stock method is not adjusted for unrecognized share based compensation expense as it is non-cash. For periods in which the convertible promissory note was outstanding, it was always dilutive to AFF per share, but could be antidilutive to EPS because of the non-cash change in fair value recognized through net income (see also, “Share Capital”).

Capital Expenditures, before A&D

“Capital Expenditures before A&D” is used by Spartan to measure its capital investment level compared to the Company’s annual budgeted capital expenditures for its organic drilling program. It includes capital expenditures on exploration and evaluation assets and property, plant and equipment, before acquisitions and dispositions. The directly comparable GAAP measure to capital expenditures is cash used in investing activities.

Adjusted Net Capital Acquisitions

“Adjusted Net Capital Acquisitions” is a supplemental measure disclosed by Spartan which aggregates the total amount of cash, debt and share consideration used to acquire crude oil and natural gas assets during the period, net of cash proceeds received on dispositions. The Company believes this is useful information because it is more representative of the total transaction value than the cash acquisition costs or total cash used in investing activities, determined in accordance with IFRS.

Net Debt (Surplus) and Adjusted Working Capital

References to “Net Debt” includes long-term debt under Spartan’s revolving credit facility and second lien term facility, net of Adjusted Working Capital. Net Debt and Adjusted Working Capital are both non-GAAP financial measures. “Adjusted Working Capital” is calculated as current assets less current liabilities, excluding lease liabilities and derivative financial instrument assets and liabilities. As at September 30, 2022 and at December 31, 2021, the Adjusted Working Capital (surplus) deficit includes cash and cash equivalents, accounts receivable, prepaid expenses and deposits, other current assets, accounts payable and accrued liabilities and the current portion of decommissioning obligations.

Spartan uses Net Debt as a key performance measure to manage the Company’s targeted debt levels. The Company believes its presentation of Adjusted Working Capital and Net Debt are useful as supplemental measures because lease liabilities and derivative financial instrument assets and liabilities relate to contractual obligations for future production periods. Lease payments and cash receipts or settlements on derivative financial instruments are included in Spartan’s reported Adjusted Funds Flow in the production month to which the obligation relates.

References to “Cash Financing Expenses” includes interest and fees on long-term debt, net of interest income, and excludes financing costs related to lease liabilities and accretion of decommissioning obligations. Cash Financing Expenses is a non-GAAP financial measure used by Spartan in its budget and guidance as it corresponds to the Company’s definition of Net Debt, however it should not be viewed as an alternative to total financing expenses presented in accordance with IFRS.

Net Debt to Annualized AFF Ratio

The Company monitors its capital structure using a “Net Debt to Annualized AFF Ratio“, which is a non-GAAP financial ratio calculated as the ratio of the Company’s “Net Debt” to its “Annualized Adjusted Funds Flow” which is calculated by multiplying Adjusted Funds Flow for the most recent quarter by a factor of 4.

The Company’s total lease liability is approximately $48 million as at September 30, 2022 (December 31, 2021 – $55 MM), of which $9 million is expected to be settled within the next twelve months.

All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.

This press release contains various references to the abbreviation “BOE” which means barrels of oil equivalent. Where amounts are expressed on a BOE basis, natural gas volumes have been converted to oil equivalence at six thousand cubic feet (Mcf) per barrel (bbl). The term BOE may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand cubic feet per barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead and is significantly different than the value ratio based on the current price of crude oil and natural gas. This conversion factor is an industry accepted norm and is not based on either energy content or current prices. Such abbreviation may be misleading, particularly if used in isolation.

References to “oil” in this press release include light crude oil, medium crude oil, heavy oil and tight oil combined. NI 51-101 includes condensate within the product type of “natural gas liquids”. References to “natural gas liquids” or “NGLs” include pentane, butane, propane and ethane. References to “gas” or “natural gas” relates to conventional natural gas. References to “liquids” includes crude oil, condensate and NGLs.

Spartan’s common shares are listed on the Toronto Stock Exchange (“TSX“) and trade under the symbol “SDE”. The volume weighted average trading price of Spartan’s common shares on the TSX was $12.00 in the third quarter and averaged $11.55 per common share for the first nine months of 2022. Spartan’s closing share price was $10.26 on September 30, 2022, compared to $5.97 on December 31, 2021.

As at September 30, 2022, there are 155.5 million common shares outstanding (155.8 million as of the date hereof). There are no preferred shares or special shares outstanding. The following securities are outstanding as of the date of this press release: 15.3 million common share purchase warrants with an exercise price of $1.00 per common share; 3.1 million restricted share awards; and 3.6 million stock options outstanding with an average exercise price of $4.46 per common share and average remaining term of 3.2 years.

The table below summarizes the weighted average number of common shares outstanding (000s) used in the calculation of diluted EPS and diluted AFF per share: