EX-99.2 4 erf-20231102xex99d2.htm EX-99.2

        STATEMENTS

Exhibit 99.2

Condensed Consolidated Balance Sheets

(US$ thousands) unaudited

    

Note

    

September 30, 2023

    

December 31, 2022

Assets

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

46,205

$

38,000

Accounts receivable, net of allowance for doubtful accounts

 

12

 

305,991

 

276,590

Other current assets

4

57,332

56,552

Derivative financial assets

12

 

2,047

 

36,542

 

411,575

 

407,684

Property, plant and equipment:

 

  

Crude oil and natural gas properties (full cost method)

 

3

 

1,520,074

 

1,322,904

Other capital assets

 

3

 

9,501

 

10,685

Property, plant and equipment

 

1,529,575

 

1,333,589

Other long-term assets

4

7,028

21,154

Right-of-use assets

21,117

20,556

Deferred income tax asset

 

10

 

143,123

 

154,998

Total Assets

$

2,112,418

$

1,937,981

 

  

 

  

Liabilities

 

  

 

  

Current liabilities

 

  

 

  

Accounts payable

 

$

375,806

$

398,482

Current portion of long-term debt

 

5

 

80,600

 

80,600

Derivative financial liabilities

 

12

 

7,324

 

10,421

Current portion of lease liabilities

11,655

13,664

 

475,385

 

503,167

Long-term debt

 

5

 

177,677

 

178,916

Asset retirement obligation

 

6

 

117,903

 

114,662

Lease liabilities

11,502

9,262

Deferred income tax liability

10

114,069

55,361

Total Liabilities

 

896,536

 

861,368

Shareholders’ Equity

 

  

 

  

Share capital – authorized unlimited common shares, no par value

Issued and outstanding: September 30, 2023 – 208 million shares

December 31, 2022 – 217 million shares

 

11

 

2,745,597

 

2,837,329

Paid-in capital

 

43,887

 

50,457

Accumulated deficit

 

(1,272,261)

 

(1,509,832)

Accumulated other comprehensive loss

 

(301,341)

 

(301,341)

 

1,215,882

 

1,076,613

Total Liabilities & Shareholders' Equity

$

2,112,418

$

1,937,981

Subsequent Event

11

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

ENERPLUS 2023 Q3 REPORT               1


        

Condensed Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss)

Three months ended

Nine months ended

September 30, 

September 30, 

(US$ thousands, except per share amounts) unaudited

Note

2023

2022

2023

2022

Revenues

    

    

    

    

    

    

    

    

    

Crude oil and natural gas sales

 

7

$

461,836

$

663,532

$

1,225,957

$

1,804,701

Commodity derivative instruments gain/(loss)

 

12

 

(14,602)

 

56,995

 

20,324

 

(197,368)

 

447,234

 

720,527

 

1,246,281

 

1,607,333

Expenses

 

  

 

  

 

  

 

  

Operating

 

96,573

 

103,841

 

278,493

 

270,451

Transportation

 

36,745

 

41,312

 

108,946

 

114,949

Production taxes

 

39,959

 

48,169

 

98,847

 

127,351

General and administrative

 

8

 

18,862

 

15,745

 

53,368

 

48,013

Depletion, depreciation and accretion

 

91,825

 

82,225

 

264,051

 

219,006

Interest

 

 

4,832

 

6,471

 

12,742

 

18,624

Foreign exchange (gain)/loss

 

9

 

641

 

16,109

 

(250)

 

13,764

Other expense/(income)

4, 6

 

(7,935)

 

(368)

 

(6,873)

 

12,020

 

281,502

 

313,504

 

809,324

 

824,178

Income/(Loss) Before Taxes

 

165,732

 

407,023

 

436,957

 

783,155

Current income tax expense/(recovery)

 

10

 

12,500

 

7,929

 

27,000

 

24,929

Deferred income tax expense/(recovery)

 

10

 

25,577

 

93,149

 

70,583

 

174,632

Net Income/(Loss)

$

127,655

$

305,945

$

339,374

$

583,594

Other Comprehensive Income/(Loss)

 

 

 

  

 

  

Unrealized gain/(loss) on foreign currency translation

12

 

 

28,582

 

 

29,939

Foreign exchange gain/(loss) on net investment hedge, net of tax

12

(24,276)

(32,995)

Total Comprehensive Income/(Loss)

$

127,655

$

310,251

$

339,374

$

580,538

Net Income/(Loss) per Share

 

  

 

  

 

  

 

  

Basic

 

11

$

0.61

$

1.32

$

1.59

$

2.47

Diluted

 

11

$

0.59

$

1.28

$

1.54

$

2.40

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

2               ENERPLUS 2023 Q3 REPORT


         

Condensed Consolidated Statements of Changes in Shareholders’ Equity

Three months ended

Nine months ended

September 30, 

September 30, 

(US$ thousands) unaudited

2023

  

2022

2023

2022

Share Capital

 

  

 

  

 

  

 

  

Balance, beginning of period

$

2,776,088

$

3,001,604

$

2,837,329

$

3,094,061

Purchase of common shares under Normal Course Issuer Bid

(30,520)

(75,387)

(99,023)

(175,803)

Share-based compensation – treasury settled

 

29

 

 

7,291

 

7,959

Balance, end of period

$

2,745,597

$

2,926,217

$

2,745,597

$

2,926,217

 

  

 

  

 

  

 

  

Paid-in Capital

 

  

 

  

 

  

 

  

Balance, beginning of period

$

38,963

$

41,843

$

50,457

$

50,881

Share-based compensation – tax withholdings settled in cash

(50)

(16,470)

(11,567)

Share-based compensation – treasury settled

 

(29)

 

 

(7,291)

 

(7,959)

Share-based compensation – non-cash

 

5,003

 

3,765

 

17,191

 

14,253

Balance, end of period

$

43,887

$

45,608

$

43,887

$

45,608

 

  

 

  

 

  

 

  

Accumulated Deficit

 

  

 

  

 

  

 

  

Balance, beginning of period

$

(1,362,697)

$

(2,008,253)

$

(1,509,832)

$

(2,238,325)

Net income/(loss)

127,655

305,945

339,374

583,594

Purchase of common shares under Normal Course Issuer Bid

 

(24,607)

 

(36,413)

 

(65,442)

 

(66,132)

Dividends declared(1)

 

(12,612)

 

(11,516)

 

(36,361)

 

(29,374)

Balance, end of period

$

(1,272,261)

$

(1,750,237)

$

(1,272,261)

$

(1,750,237)

 

  

 

  

 

  

 

  

Accumulated Other Comprehensive Income/(Loss)

 

  

 

  

 

  

 

  

Balance, beginning of period

$

(301,341)

$

(304,669)

$

(301,341)

$

(297,307)

Unrealized gain/(loss) on foreign currency translation

 

 

28,582

 

 

29,939

Foreign exchange gain/(loss) on net investment hedge, net of tax

(24,276)

(32,995)

Balance, end of period

$

(301,341)

$

(300,363)

$

(301,341)

$

(300,363)

Total Shareholders’ Equity

$

1,215,882

$

921,225

$

1,215,882

$

921,225

(1)For the three and nine months ended September 30, 2023, dividends declared were $0.060 per share and $0.170 per share, respectively (2022 – $0.050 per share and $0.126 per share, respectively).

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

ENERPLUS 2023 Q3 REPORT               3


        

Condensed Consolidated Statements of Cash Flows

Three months ended

Nine months ended

September 30, 

September 30, 

(US$ thousands) unaudited

Note

2023

2022

2023

2022

Operating Activities

  

  

  

    

  

    

  

    

  

Net income/(loss)

$

127,655

$

305,945

$

339,374

$

583,594

Non-cash items add/(deduct):

 

Depletion, depreciation and accretion

 

91,825

82,225

264,051

219,006

Changes in fair value of derivative instruments

 

12

 

19,924

(145,480)

33,515

(103,423)

Deferred income tax expense/(recovery)

 

10

 

25,577

93,149

70,583

174,632

Unrealized foreign exchange (gain)/loss on working capital

 

9

 

679

16,997

(33)

14,876

Share-based compensation and general and administrative

 

8, 11

 

4,881

3,665

16,869

13,959

Other expense/(income)

4

(5,411)

(289)

(2,322)

12,267

Amortization of debt issuance costs

5

388

366

1,176

1,070

Translation of U.S. dollar cash held in parent company

9

(956)

(1,071)

Investing activities in Other income

(1,834)

(2,496)

Asset retirement obligation settlements

 

6

 

(2,448)

(1,560)

(11,318)

(12,704)

Changes in non-cash operating working capital

 

13

 

(48,991)

55,884

(69,155)

(45,408)

Cash flow from/(used in) operating activities

 

212,245

 

409,946

 

640,244

 

856,798

Financing Activities

 

  

 

  

 

  

 

  

Drawings from/(repayment of) bank credit facilities

5

 

42,172

(130,315)

79,361

(186,015)

Repayment of senior notes

 

5

 

(21,000)

(21,000)

(80,600)

(100,600)

Purchase of common shares under Normal Course Issuer Bid

11

(55,127)

(111,800)

(164,465)

(241,935)

Share-based compensation – tax withholdings settled in cash

11

(50)

(16,470)

(11,567)

Dividends

 

11

 

(12,612)

(11,516)

(36,361)

(29,374)

Cash flow from/(used in) financing activities

 

(46,617)

 

(274,631)

 

(218,535)

 

(569,491)

Investing Activities

 

  

 

  

 

  

 

  

Capital and office expenditures

13

 

(170,635)

(121,382)

(439,440)

(311,449)

Canadian divestments

4, 13

15,128

27,362

Property and land acquisitions

 

(2,275)

(16,252)

(5,661)

(19,662)

Property and land divestments

 

 

1,563

4,214

4,202

6,333

Cash flow from/(used in) investing activities

 

(156,219)

 

(133,420)

 

(413,537)

 

(324,778)

Effect of exchange rate changes on cash and cash equivalents

 

(679)

14,884

33

18,308

Change in cash and cash equivalents

 

8,730

 

16,779

 

8,205

 

(19,163)

Cash and cash equivalents, beginning of period

 

37,475

25,406

38,000

61,348

Cash and cash equivalents, end of period

$

46,205

$

42,185

$

46,205

$

42,185

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

4               ENERPLUS 2023 Q3 REPORT


        NOTES

Notes to Condensed Consolidated Financial Statements

(unaudited)

1) REPORTING ENTITY

These interim Condensed Consolidated Financial Statements (“interim Consolidated Financial Statements”) and notes present the financial position and results of Enerplus Corporation (the “Company” or “Enerplus”) including its Canadian and United States (“U.S.”) subsidiaries. Enerplus is a North American crude oil and natural gas exploration and production company. Enerplus is publicly traded on the Toronto and New York stock exchanges under the ticker symbol ERF. Enerplus’ corporate offices are located in Calgary, Alberta, Canada and Denver, Colorado, United States.

2) BASIS OF PREPARATION

Enerplus’ interim Consolidated Financial Statements present its results of operations and financial position under accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the three and nine months ended September 30, 2023 and the 2022 comparative periods. Certain prior period amounts have been reclassified to conform with current period presentation. Certain information and notes normally included with the annual audited Consolidated Financial Statements have been condensed or have been disclosed on an annual basis only. Accordingly, these interim Consolidated Financial Statements should be read in conjunction with Enerplus’ annual audited Consolidated Financial Statements as of December 31, 2022.

The functional currency of the parent company changed from Canadian dollars to U.S. dollars effective January 1, 2023. This was the result of a gradual change in the primary economic environment in which the entity operates, culminating in the sale of Enerplus’ remaining Canadian operating assets at the end of 2022. This has triggered a prospective change as of January 1, 2023 in functional currency of the parent entity to U.S. dollars, consistent with the functional currency of its U.S. subsidiaries. All assets and liabilities held by the parent company were translated at the exchange rate at December 31, 2022 to determine opening balances in U.S. dollars.  Amounts that are part of Shareholders’ Equity of the parent company are translated at historical exchange rates. Monetary assets and liabilities denominated in Canadian dollars will be revalued at current exchange rates at each reporting period. Upon settlement and/or realization of Canadian dollar denominated assets and liabilities, there may be realized foreign exchange gains and losses depending on the change in the foreign exchange rate when the transaction was originally recorded and the final settlement date.  

These unaudited interim Consolidated Financial Statements reflect, in the opinion of Management, all normal and recurring adjustments necessary to present fairly the financial position and results of the Company as at and for the periods presented.

In preparing these financial statements, Enerplus is required to make estimates and assumptions and use judgement. Accordingly, actual results may differ from estimated amounts as future confirming events occur. Significant estimates and judgement used in the preparation of the financial statements are described in the Company’s annual audited Consolidated Financial Statements as of December 31, 2022.

3) PROPERTY, PLANT AND EQUIPMENT (“PP&E”)

Accumulated Depletion,

At September 30, 2023

    

    

Depreciation, and 

    

($ thousands)

Cost

Impairment

Net Book Value

Crude oil and natural gas properties(1)

$

7,661,991

$

(6,141,917)

$

1,520,074

Other capital assets

 

101,314

(91,813)

 

9,501

Total PP&E

$

7,763,305

$

(6,233,730)

$

1,529,575

Accumulated Depletion,

At December 31, 2022

    

  

Depreciation, and 

   

($ thousands)

Cost

Impairment

Net Book Value

Crude oil and natural gas properties(1)

$

7,214,993

$

(5,892,089)

$

1,322,904

Other capital assets

 

99,283

 

(88,598)

 

10,685

Total PP&E

$

7,314,276

$

(5,980,687)

$

1,333,589

(1)All of the Company’s unproved properties are included in the full cost pool.

ENERPLUS 2023 Q3 REPORT               5


        

4) DIVESTMENTS

In the fourth quarter of 2022, the Company divested substantially all of its Canadian assets in two transactions for total adjusted proceeds of $213.0 million after purchase price adjustments and transaction costs. These transactions resulted in a $151.9 million gain on asset divestments on the Consolidated Statements of Income/(Loss) in the fourth quarter of 2022.

At September 30, 2023, the current and long-term portion of the outstanding loan receivable from one of the purchasers of $15.8 million and $1.2 million, respectively (December 31, 2022 – $17.7 million and $13.4 million, respectively), have been recorded as part of Other current assets and Other long-term assets on the Condensed Consolidated Balance Sheets.

At September 30, 2023, the common shares of one of the purchasers had a fair value of $19.0 million (December 31, 2022 – $23.1 million). The fair value of the marketable securities has been recorded as part of Other current assets on the Condensed Consolidated Balance Sheets.

5) DEBT

($ thousands)

    

September 30, 2023

    

December 31, 2022

Current:

 

  

 

  

Senior notes

$

80,600

$

80,600

Long-term:

Bank credit facilities

135,677

56,316

Senior notes

 

42,000

 

122,600

Total debt

$

258,277

$

259,516

Bank Credit Facilities

Enerplus has two senior unsecured, covenant-based, sustainability linked lending (“SLL”) bank credit facilities. The first is a $900 million facility with $50 million maturing on October 31, 2025 and $850 million maturing on October 31, 2026. The second facility for $365 million matures on October 31, 2025. Debt issuance costs of $2.0 million in relation to the SLL bank credit facilities were netted against the bank credit facilities at September 30, 2023. For the three and nine months ended September 30, 2023, total amortization of debt issuance costs amounted to $0.4 million and $1.2 million, respectively (2022 ­– $0.4 million and $1.1 million, respectively).

Senior Notes

During the three months ended September 30, 2023, Enerplus made a $21.0 million principal repayment on its 2014 senior notes. In addition, during the nine months ended September 30, 2023, Enerplus made its fourth $59.6 million principal repayment on its 2012 senior notes. The terms and rates of the Company’s outstanding senior notes are provided below:

  

Original

  

Remaining

Coupon

Principal

Principal

Issue Date

Interest Payment Dates

Principal Repayment

Rate

($ thousands)

($ thousands)

September 3, 2014

March 3 and Sept 3

3 equal annual installments beginning September 3, 2024

3.79%

$200,000

$63,000

May 15, 2012

 

May 15 and Nov 15

 

1 final installment on May 15, 2024

 

4.40%

$355,000

 

$59,600

Total carrying value at September 30, 2023

$ 122,600

Capital Management

Enerplus' capital consists of cash and cash equivalents, debt and shareholders' equity. The Company’s objective for managing capital is to prioritize balance sheet strength while maintaining flexibility to repay debt, fund sustaining capital, return capital to shareholders or fund future production growth. Capital management measures are useful to investors and securities analysts in analyzing operating and financial performance, leverage, and liquidity. Enerplus’ key capital management measures are as follows:

6               ENERPLUS 2023 Q3 REPORT


        

a) Net debt

Enerplus calculates net debt as current and long-term debt associated with senior notes plus any outstanding bank credit facility balances, minus cash and cash equivalents.

($ thousands)

September 30, 2023

December 31, 2022

Current portion of long-term debt

$

80,600

    

$

80,600

Long-term debt

177,677

178,916

Total debt

$

258,277

$

259,516

Less: Cash and cash equivalents

(46,205)

(38,000)

Net debt

$

212,072

$

221,516

b)Adjusted funds flow

Adjusted funds flow is calculated as cash flow from operating activities before asset retirement obligation expenditures and changes in non-cash operating working capital.

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Cash flow from/(used in) operating activities

    

$

212,245

    

$

409,946

$

640,244

    

$

856,798

Asset retirement obligation settlements

2,448

1,560

11,318

12,704

Changes in non-cash operating working capital

48,991

(55,884)

69,155

45,408

Adjusted funds flow

$

263,684

$

355,622

$

720,717

$

914,910

c)Net debt to adjusted funds flow ratio

The net debt to adjusted funds flow ratio is calculated as net debt divided by a trailing twelve months of adjusted funds flow.

($ thousands)

September 30, 2023

December 31, 2022

Net debt

$

212,072

  

$

221,516

Trailing adjusted funds flow

1,036,096

1,230,289

Net debt to adjusted funds flow ratio

0.2x

0.2x

6) ASSET RETIREMENT OBLIGATION (“ARO”)

($ thousands)

September 30, 2023

December 31, 2022

Balance, beginning of year

$

114,662

$

132,814

Change in estimates

 

6,538

 

48,419

Property acquisition and development activity

 

3,920

 

3,985

Divestments

 

 

(58,284)

Settlements

 

(11,318)

 

(17,401)

Government assistance

(1,744)

Accretion expense

 

4,101

 

6,873

Balance, end of period

$

117,903

$

114,662

Enerplus has estimated the present value of its ARO to be $117.9 million at September 30, 2023 based on a total undiscounted uninflated liability of $272.3 million (December 31, 2022 – $114.7 million and $262.4 million, respectively).

During 2022, Enerplus benefited from provincial government assistance to support the clean-up of inactive or abandoned crude oil and natural gas wells. These programs provided direct funding to oil field service contractors engaged by Enerplus to perform abandonment, remediation, and reclamation work. The funding received by the contractor was reflected as a reduction to ARO.

For the nine months ended September 30, 2022, Enerplus recognized $13.1 million as part of Other expense/(income) in the Condensed Consolidated Statements of Income/(Loss) to fund abandonment and reclamation obligation requirements on previously disposed of assets.

ENERPLUS 2023 Q3 REPORT               7


        

7)  CRUDE OIL AND NATURAL GAS SALES

Crude oil and natural gas sales by country and by product for the three and nine months ended September 30, 2023 and 2022 are as follows:

Three months ended September 30, 2023

Natural

Natural gas liquids

($ thousands)

    

Total revenue

    

Crude oil(1)

    

gas(1)

    

and other(1)(2)

United States

$

461,836

$

412,149

$

27,707

$

21,980

Three months ended September 30, 2022

Natural

Natural gas liquids

($ thousands)

    

Total revenue

    

Crude oil(1)

    

gas(1)

    

and other(1)(2)

United States

$

626,746

$

456,385

$

139,575

$

30,786

Canada

36,786

32,684

2,593

1,509

Total

$

663,532

$

489,069

$

142,168

$

32,295

Nine months ended September 30, 2023

Natural

Natural gas liquids

($ thousands)

    

Total revenue

    

Crude oil(1)

    

gas(1)

    

and other(1)(2)

United States

$

1,225,957

$

1,051,339

$

120,035

$

54,583

Nine months ended September 30, 2022

Natural

Natural gas liquids

($ thousands)

    

Total revenue

    

Crude oil(1)

    

gas(1)

    

and other(1)(2)

United States

$

1,677,253

$

1,247,816

$

347,043

$

82,394

Canada

127,448

112,680

9,855

4,913

Total

$

1,804,701

$

1,360,496

$

356,898

$

87,307

(1)U.S. sales of crude oil, natural gas and natural gas liquids relate primarily to the Company’s North Dakota and Marcellus properties. Canadian crude oil sales relate primarily to the Company’s waterflood properties in 2022. Substantially all of the Canadian assets were disposed of in the fourth quarter of 2022.
(2)Includes third party processing income of nil for the three and nine months ended September 30, 2023 (2022 – $0.2 million and $0.5 million, respectively).

8) GENERAL AND ADMINISTRATIVE EXPENSE

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

General and administrative expense excluding share-based compensation(1)

$

11,957

$

10,797

$

35,122

$

31,191

Share-based compensation expense

 

6,905

 

4,948

 

18,246

 

16,822

General and administrative expense

$

18,862

$

15,745

$

53,368

$

48,013

(1)Includes a non-cash lease credit of $122 and $322 for the three and nine months ended September 30, 2023 (2022 – credit of $100 and $294, respectively).

9)   FOREIGN EXCHANGE

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Realized:

    

    

    

    

Foreign exchange (gain)/loss

$

(38)

$

68

$

(217)

$

(41)

Foreign exchange (gain)/loss on U.S. dollar cash held in parent company

(956)

(1,071)

Unrealized:

 

 

 

 

Foreign exchange (gain)/loss on Canadian dollar working capital in parent company

679

(33)

Foreign exchange (gain)/loss on U.S. dollar working capital in parent company

 

 

16,997

 

 

14,876

Foreign exchange (gain)/loss

$

641

$

16,109

$

(250)

$

13,764

8               ENERPLUS 2023 Q3 REPORT


        

10) INCOME TAXES

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Current tax

    

    

    

    

   

    

    

    

United States

$

12,500

$

7,929

$

27,000

$

24,929

Canada

Current tax expense/(recovery)

 

12,500

 

7,929

 

27,000

 

24,929

Deferred tax

 

  

 

  

 

  

 

  

United States

$

24,804

$

43,328

$

58,708

$

173,694

Canada

773

49,821

11,875

938

Deferred tax expense/(recovery)

25,577

93,149

70,583

174,632

Income tax expense/(recovery)

$

38,077

$

101,078

$

97,583

$

199,561

The difference between the expected income taxes based on the statutory income tax rate and the effective income taxes for the current and prior period is impacted by expected annual earnings, recognition or reversal of valuation allowance, foreign rate differentials for foreign operations, statutory and other rate differentials, non-taxable portions of capital gain and losses, and share-based compensation.

The Company's deferred income tax asset recorded in Canada was $143.1 million and the deferred income tax liability recorded in the U.S. was $114.1 million at September 30, 2023 (December 31, 2022 – $155.0 million deferred income tax asset in Canada and $55.4 million deferred income tax liability in the U.S.).

11) SHAREHOLDERS’ EQUITY

a) Share Capital

Nine months ended

Year ended

Authorized unlimited number of common shares issued:

September 30, 2023

December 31, 2022

(thousands)

 

Shares

 

Amount

 

Shares

 

Amount

Balance, beginning of year

    

217,285

    

$

2,837,329

    

243,852

$

3,094,061

Issued/(Purchased) for cash:

 

  

 

  

 

  

 

  

Purchase of common shares under Normal Course Issuer Bid

 

(10,611)

 

(99,023)

 

(27,925)

(266,694)

Non-cash:

 

 

 

  

 

  

Share-based compensation – treasury settled(1)

 

1,311

 

7,291

 

1,358

 

9,962

Balance, end of period

 

207,985

$

2,745,597

 

217,285

$

2,837,329

(1)The amount of shares issued on long-term incentive settlement is net of employee withholding taxes.

Dividends declared to shareholders for the three and nine months ended September 30, 2023 were $12.6 million and $36.4 million, respectively (2022 – $11.5 million and $29.4 million, respectively).

On August 4, 2023, the Company filed a short form base shelf prospectus (the “Shelf Prospectus”) with securities regulatory authorities in each of the provinces and territories of Canada and a Registration Statement with the U.S. Securities and Exchange Commission. The Shelf Prospectus allows Enerplus to offer and issue common shares, preferred shares, warrants, subscription receipts and units by way of one or more prospectus supplements during the 25-month period that the Shelf Prospectus remains valid.

On August 17, 2023, Enerplus renewed its Normal Course Issuer Bid (“NCIB”) to purchase up to 10% of the public float (within the meaning under Toronto Stock Exchange rules) during a 12-month period. Enerplus completed its previous NCIB in July 2023.

ENERPLUS 2023 Q3 REPORT               9


        

During the three months ended September 30, 2023, 3.3 million common shares were repurchased and cancelled under the NCIB at an average price of $16.85 per share, for total consideration of $55.1 million. Of the amount paid, $30.5 million was charged to share capital and $24.6 million was added to accumulated deficit. During the nine months ended September 30, 2023, 10.6 million common shares were repurchased and cancelled under the NCIB at an average price of $15.50 per share, for total consideration of $164.4 million. Of the amount paid, $99.0 million was charged to share capital and $65.4 million was added to accumulated deficit.

During the three months ended September 30, 2022, 7.9 million common shares were repurchased and cancelled under the NCIB at an average price of $14.13 per share, for total consideration of $111.8 million. Of the amount paid, $75.4 million was charged to share capital and $36.4 million was added to accumulated deficit. During the nine months ended September 30, 2022, 18.1 million common shares were repurchased and cancelled under the NCIB at an average price of $13.35 per share, for total consideration of $241.9 million. Of the amount paid, $175.8 million was charged to share capital and $66.1 million was added to accumulated deficit.

Subsequent to September 30, 2023, and up to November 1, 2023, the Company repurchased 2.5 million common shares under the NCIB at an average price of $16.65 per share, for total consideration of $40.9 million.

b) Share-based Compensation

The following table summarizes Enerplus’ share-based compensation expense, which is included in General and administrative expense on the Condensed Consolidated Statements of Income/(Loss):

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Cash:

    

    

    

    

    

    

    

    

Long-term incentive plans (recovery)/expense

$

1,902

$

1,183

$

1,055

$

3,577

Non-Cash:

 

 

 

 

Long-term incentive plans (recovery)/expense

 

5,003

 

3,765

 

17,191

 

14,253

Equity swap (gain)/loss

 

 

 

 

(1,008)

Share-based compensation expense

$

6,905

$

4,948

$

18,246

$

16,822

Long-term Incentive (“LTI”) Plans

The following table summarizes the Performance Share Unit (“PSU”), Restricted Share Unit (“RSU”), Director Deferred Share Unit (“DSU”) and Director RSU (“DRSU”) activity for the nine months ended September 30, 2023:

Cash-settled LTI plans

Equity-settled LTI plans

(thousands of units)

DSU/DRSU

PSU(1)

RSU

Total

Balance, beginning of year

 

633

3,689

2,321

 

6,643

Granted

 

79

512

493

1,084

Vested

 

(170)

(996)

(1,200)

(2,366)

Forfeited

 

(33)

(33)

Balance, end of period

 

542

 

3,205

 

1,581

 

5,328

(1)Based on underlying awards before any effect of the performance multiplier.

Cash-settled LTI Plans

For the three and nine months ended September 30, 2023, the Company recorded a cash share-based compensation expense of $1.9 million and $1.1 million, respectively (2022 –$1.2 million and $3.6 million expense, respectively).

At September 30, 2023, a liability of $9.5 million (December 31, 2022 – $11.1 million) with respect to the Director DSU and DRSU Plans has been recorded to Accounts payable on the Condensed Consolidated Balance Sheets.

10               ENERPLUS 2023 Q3 REPORT


        

Equity-settled LTI Plans

The following table summarizes the cumulative share-based compensation expense recognized to-date, which is recorded as Paid-in capital on the Condensed Consolidated Balance Sheets. Unrecognized amounts will be recorded to non-cash share-based compensation expense over the remaining vesting terms.

At September 30, 2023 ($ thousands, except for years)

    

PSU(1)

    

RSU

    

Total

Cumulative recognized share-based compensation expense

$

24,877

$

15,552

$

40,429

Unrecognized share-based compensation expense

 

7,744

 

5,494

 

13,238

Fair value

$

32,621

$

21,046

$

53,667

Weighted-average remaining contractual term (years)

 

1.1

 

1.2

 

  

(1)Includes estimated performance multipliers.

The Company directly withholds shares on PSU and RSU settlements for tax-withholding purposes. For the three and nine months ended September 30, 2023, $0.1 million and $16.5 million, respectively (2022 – nil and $11.6 million, respectively) in cash withholding taxes were paid.

c) Basic and Diluted Net Income/(Loss) Per Share

Net income/(loss) per share has been determined as follows:

Three months ended September 30, 

Nine months ended September 30, 

(thousands, except per share amounts)

2023

2022

2023

2022

Net income/(loss)

    

$

127,655

    

$

305,945

    

$

339,374

    

$

583,594

Weighted average shares outstanding – Basic

 

210,337

231,565

213,621

237,835

Dilutive impact of share-based compensation

 

6,520

7,571

6,472

7,568

Weighted average shares outstanding – Diluted

 

216,857

 

239,136

 

220,093

 

245,403

Net income/(loss) per share

 

  

 

  

 

  

 

  

Basic

$

0.61

$

1.32

$

1.59

$

2.47

Diluted

$

0.59

$

1.28

$

1.54

$

2.40

12) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

a) Fair Value Measurements

At September 30, 2023, the carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximated their fair value due to the short-term nature of these instruments. The fair values of the bank credit facilities approximate their carrying values as they bear interest at floating rates and the credit spread approximates current market rates.

At September 30, 2023, the senior notes had a carrying value of $122.6 million and a fair value of $113.4 million (December 31, 2022 – $203.2 million and $189.5 million, respectively). The fair value of the senior notes is estimated based on the amount that Enerplus would have to pay a third party to assume the debt, including the credit spread for the difference between the issue rate and the period end market rate. The period end market rate is estimated by comparing the debt to new issuances (secured or unsecured) and secondary trades of similar size and credit statistics for both public and private debt.

At September 30, 2023, the loan receivable had a carrying value and fair value of $17.0 million (December 31, 2022 – $31.1 million and $31.6 million, respectively). The fair value of the loan receivable is estimated based on the amount that Enerplus would receive from a third party to assume the loan, including the difference between the coupon rate and the period end market rate for loan receivables of similar terms and credit risk.

The fair value of marketable securities are considered level 1 fair value measurements, while the derivative contracts, senior notes, bank credit facilities and loan receivable are considered level 2 fair value measurements. There were no transfers between fair value hierarchy levels during the period.

ENERPLUS 2023 Q3 REPORT               11


        

b) Derivative Financial Instruments

The derivative financial assets and liabilities on the Condensed Consolidated Balance Sheets result from recording derivative financial instruments at fair value.

The following table summarizes the change in fair value associated with equity and commodity contracts for the three and nine months ended September 30, 2023 and 2022:

Three months ended September 30, 

Nine months ended September 30, 

Income Statement

Unrealized Gain/(Loss) ($ thousands)

2023

2022

2023

2022

Presentation

Equity Swaps

$

$

$

$

1,008

 

G&A expense

Commodity Contracts:

 

 

 

 

 

  

Crude oil

 

(14,003)

 

125,978

 

(8,780)

 

98,785

 

Commodity derivative

Natural gas

 

(5,921)

 

19,502

 

(24,735)

 

3,630

 

instruments

Total unrealized gain/(loss)

$

(19,924)

$

145,480

$

(33,515)

$

103,423

 

  

The following table summarizes the effect of Enerplus’ commodity contracts on the Condensed Consolidated Statements of Income/(Loss):

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Unrealized change in fair value gain/(loss)

    

$

(19,924)

    

$

145,480

    

$

(33,515)

    

$

102,415

Net realized cash gain/(loss)

 

5,322

 

(88,485)

 

53,839

 

(299,783)

Commodity contracts gain/(loss)

$

(14,602)

$

56,995

$

20,324

$

(197,368)

The following table summarizes the presentation of fair values on the Condensed Consolidated Balance Sheets:

September 30, 2023

December 31, 2022

Assets

Liabilities

Assets

Liabilities

($ thousands)

Current

Current

Current

Current

Commodity Contracts:

 

 

Crude oil

$

74

$

7,324

$

9,834

$

10,421

Natural gas

1,973

 

 

26,708

Total

$

2,047

$

7,324

$

36,542

$

10,421

The fair value of commodity contracts is estimated based on commodity and option pricing models that incorporate various factors including forecasted commodity prices, volatility and the credit risk of the entities party to the contract. Changes and variability in commodity prices over the term of the contracts can result in material differences between the estimated fair value at a point in time and the actual settlement amounts.

At September 30, 2023, the fair value of Enerplus’ commodity contracts totaled a net liability of $5.3 million (December 31, 2022 – net asset of $26.1 million).

c) Risk Management

In the normal course of operations, Enerplus is exposed to various market risks, including commodity prices, foreign exchange, interest rates, equity prices, credit risk, liquidity risk, and the risks associated with environmental/climate change risk, social and governance regulation, and compliance.

i) Market Risk

Market risk is comprised of commodity price, foreign exchange, interest rate and equity price risk.

Commodity Price Risk:

Enerplus manages a portion of commodity price risk through a combination of financial derivative and physical delivery sales contracts. Enerplus’ policy is to enter into commodity contracts subject to a maximum of 80% of forecasted production volumes.

12               ENERPLUS 2023 Q3 REPORT


        

The following tables summarize Enerplus’ price risk management positions at September 30, 2023, and positions entered into subsequent to September 30, 2023 and up to November 1, 2023:

Crude Oil Instruments:

Instrument Type(1)(2)

Oct 1, 2023 – Oct 31, 2023

Nov 1, 2023 – Dec 31, 2023

Jan 1, 2024 – Jun 30, 2024

bbls/day

$/bbl

bbls/day

$/bbl

bbls/day

$/bbl

WTI Purchased Put

10,000

81.00

10,000

81.00

5,000

77.00

WTI Sold Put

10,000

65.00

10,000

65.00

5,000

65.00

WTI Sold Call

10,000

111.58

10,000

111.58

5,000

95.00

Brent – WTI Spread

10,000

5.47

10,000

5.47

WTI Purchased Swap

250

64.85

WTI Sold Swap(3)

250

42.10

WTI Purchased Put(3)

2,000

5.00

2,000

5.00

WTI Sold Call(3)

2,000

75.00

2,000

75.00

(1)The total average deferred premium spent on the Company’s outstanding crude oil contracts is $1.19/bbl from October 1, 2023 – June 30, 2024.
(2)Transactions with a common term have been aggregated and presented at weighted average prices and volumes.
(3)Outstanding commodity derivative instruments acquired as part of the Company’s acquisition of Bruin E&P Holdco, LLC completed in 2021.  

Natural Gas Instruments:

Instrument Type(1)

Oct 1, 2023 – Oct 31, 2023

MMcf/day

$/Mcf

NYMEX Purchased Put

50.0

4.05

NYMEX Sold Call

50.0

7.00

(1)Transactions with a common term have been aggregated and presented at weighted average prices/Mcf.

Foreign Exchange Risk:

Enerplus is exposed to foreign exchange risk as it relates to certain activities transacted in Canadian dollars. The parent company and its subsidiaries have a U.S. dollar functional currency, and the parent company has both U.S. and Canadian dollar transactions. Canadian denominated monetary assets and liabilities are subject to revaluation from the source currency of Canadian dollars to the functional currency of U.S. dollars, generating realized and unrealized foreign exchange (gains)/losses in the Condensed Consolidated Statements of Income/(Loss).

Following the change in functional currency of the parent company to U.S. dollars on January 1, 2023, the net investment hedge on the U.S. dollar denominated debt held in the parent entity for the U.S. subsidiaries was no longer required. Previously, the unrealized foreign exchange gains and losses arising from the translation of the debt were recorded in Other Comprehensive Income/(Loss), net of tax, and were limited by the cumulative translation gain or loss on the net investment in the U.S. subsidiaries. For the three and nine months ended September 30, 2023, there were no unrealized foreign exchange gains or losses recorded in Other Comprehensive Income/(Loss) compared to an unrealized loss of $24.3 million and $33.0 million, respectively on Enerplus’ U.S. denominated senior notes and bank credit facilities for the three and nine months ended September 30, 2022.

Interest Rate Risk:

The Company’s senior notes bear interest at fixed rates while the bank credit facilities bear interest at floating rates. At September 30, 2023, approximately 47% of Enerplus’ debt was based on fixed interest rates and 53% on floating interest rates (December 31, 2022 – 78% fixed and 22% floating), with a weighted average interest rates of 4.1% and 6.6%, respectively (December 31, 2022 – 4.1% and 5.7%, respectively). At September 30, 2023, Enerplus did not have any interest rate derivatives outstanding.

Equity Price Risk:

Enerplus is exposed to equity price risk in relation to its long-term incentive plans detailed in Note 11. The Company may enter into various equity swaps to fix the future settlement cost on a portion of its cash settled LTI plans. At September 30, 2023 and December 31, 2022, Enerplus did not have any equity swaps outstanding.

ENERPLUS 2023 Q3 REPORT               13


        

ii) Credit Risk

Credit risk represents the financial loss Enerplus would experience due to the potential non-performance of counterparties to its financial instruments. Enerplus is exposed to credit risk mainly through its joint venture, marketing, divestments and financial counterparty receivables. Enerplus has appropriate policies and procedures in place to manage its credit risk; however, given the volatility in commodity prices, Enerplus is subject to an increased risk of financial loss due to non-performance or insolvency of its counterparties.

Enerplus mitigates credit risk through credit management techniques, including conducting financial assessments to establish and monitor counterparties’ credit worthiness, setting exposure limits, monitoring exposures against these limits and obtaining financial assurances such as letters of credit, parental guarantees, or third party credit insurance where warranted. Enerplus monitors and manages its concentration of counterparty credit risk on an ongoing basis.

The Company’s maximum credit exposure consists of the carrying amount of its non-derivative financial assets and the fair value of its derivative financial assets. At September 30, 2023, approximately 90% of Enerplus’ marketing receivables were with companies considered investment grade (December 31, 2022 – 90%).  

Enerplus actively monitors past due accounts and takes the necessary actions to expedite collection, which can include withholding production, netting amounts off future payments or seeking other remedies including legal action. Should Enerplus determine that the ultimate collection of a receivable is in doubt, it will provide the necessary provision in its allowance for doubtful accounts with a corresponding charge to earnings. If Enerplus subsequently determines an account is uncollectible the account is written off with a corresponding charge to the allowance account. Enerplus’ allowance for doubtful accounts balance at September 30, 2023 was $2.9 million (December 31, 2022 – $2.9 million).

iii) Liquidity Risk & Capital Management

Liquidity risk represents the risk that Enerplus will be unable to meet its financial obligations as they become due. Enerplus mitigates liquidity risk through actively managing its capital, which it defines as debt (net of cash and cash equivalents) and shareholders’ capital. Enerplus’ objective is to provide adequate short and longer term liquidity while maintaining a flexible capital structure to sustain the future development of its business. Enerplus strives to balance the portion of debt and equity in its capital structure given its current crude oil and natural gas assets and planned investment opportunities.

Management monitors a number of key variables with respect to its capital structure, including debt levels, capital spending plans, dividends, share repurchases, access to capital markets, as well as acquisition and divestment activity.

At September 30, 2023, Enerplus was in full compliance with all covenants under the bank credit facilities and outstanding senior notes. If the Company breaches or anticipates breaching its covenants, the Company may be required to repay, refinance, or renegotiate the terms of the debt.

iv) Climate Change Risk

Enerplus is exposed to climate change risks through changing regulation, potential access to capital, capital spending plans and the impact of climate related events on the Company’s financial position. There have been no material changes since management’s risk assessment at December 31, 2022.

13)   SUPPLEMENTAL CASH FLOW INFORMATION

a)Changes in Non-Cash Operating Working Capital

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Accounts receivable

    

$

(68,223)

    

$

73,456

    

$

(32,507)

    

$

(86,627)

Other assets – operating

 

(3,233)

 

(2,575)

 

6,057

 

2,217

Accounts payable – operating

 

22,465

 

(14,997)

 

(42,705)

 

39,002

Non-cash operating activities

$

(48,991)

$

55,884

$

(69,155)

$

(45,408)

14               ENERPLUS 2023 Q3 REPORT


        

b)Changes in Non-Cash Investing Working Capital  

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Accounts payable – investing(1)

    

$

(47,940)

    

$

(6,750)

    

$

16,553

    

$

35,540

Other current assets – investing(1)

(12,439)

Non-cash investing activities

$

(47,940)

$

(6,750)

$

4,114

$

35,540

(1)Relates to changes in Accounts payable and Other current assets for capital and office expenditures and included in Capital and office expenditures on the Condensed Consolidated Statements of Cash Flows.

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Settlement on divestment(1)

$

$

$

$

13,053

(1)Relates to funding abandonment and reclamation obligation requirements on previously disposed assets.

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Loan receivable

    

$

5,509

    

$

    

$

14,985

    

$

Accounts receivable

1,966

3,128

Other current assets

5,524

5,524

Non-cash working capital – Canadian divestments(1)

$

12,999

$

$

23,637

$

(1)Refer to Note 4.

c)Cash Income Taxes and Interest Payments

Three months ended September 30, 

Nine months ended September 30, 

($ thousands)

2023

2022

2023

2022

Income taxes paid

    

$

5,026

    

$

17,657

    

$

20,260

    

$

20,271

Interest paid

$

4,853

$

5,056

$

11,962

$

17,455

ENERPLUS 2023 Q3 REPORT               15