EX-99.1 2 a991-q32022fs.htm EX-99.1 Document

Exhibit 99.1
Baytex Energy Corp.
Condensed Consolidated Interim Statements of Financial Position
(thousands of Canadian dollars) (unaudited)
As at
NotesSeptember 30, 2022December 31, 2021
ASSETS
Current assets
Cash$4,410 $— 
Trade and other receivables 251,689 173,409 
Financial derivatives1612,102 8,654 
268,201 182,063 
Non-current assets
Financial derivatives164,097 — 
Exploration and evaluation assets4160,137 172,824 
Oil and gas properties54,415,957 4,464,371 
Other plant and equipment 6,725 7,121 
Lease assets7,448 8,264 
Deferred income tax asset1361,052 — 
$4,923,617 $4,834,643 
LIABILITIES
Current liabilities
Trade and other payables $268,410 $190,692 
Financial derivatives1648,587 134,020 
Lease obligations3,731 2,938 
Asset retirement obligations810,869 11,080 
331,597 338,730 
Non-current liabilities
Trade and other payables2,990 — 
Credit facilities6447,475 505,171 
Long-term notes7639,679 874,527 
Lease obligations3,507 4,827 
Asset retirement obligations8543,773 732,603 
Deferred income tax liability 13231,147 167,456 
2,200,168 2,623,314 
SHAREHOLDERS’ EQUITY
Shareholders' capital95,527,831 5,736,593 
Contributed surplus 83,782 13,559 
Accumulated other comprehensive income779,964 632,103 
Deficit (3,668,128)(4,170,926)
2,723,449 2,211,329 
$4,923,617 $4,834,643 

See accompanying notes to the condensed consolidated interim financial statements.





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Baytex Energy Corp.
Condensed Consolidated Interim Statements of Income and Comprehensive Income
(thousands of Canadian dollars, except per common share amounts and weighted average common shares) (unaudited)

Three Months Ended September 30Nine Months Ended September 30
Notes2022 2021 2022 2021 
Revenue, net of royalties
Petroleum and natural gas sales12$712,065 $488,736 $2,240,059 $1,315,792 
Royalties(146,994)(90,523)(441,273)(239,004)
565,071 398,213 1,798,786 1,076,788 
Expenses
Operating110,139 84,196 318,331 247,645 
Transportation12,771 7,818 33,744 24,092 
Blending and other40,945 19,581 139,280 56,668 
General and administrative12,003 9,980 35,325 29,323 
Exploration and evaluation46,566 6,766 17,346 10,718 
Depletion and depreciation 144,177 127,052 427,254 332,119 
Impairment reversal5 —  (1,126,415)
Share-based compensation103,072 2,511 9,959 8,262 
Financing and interest1425,753 29,028 77,074 83,832 
Financial derivatives (gain) loss16(114,063)62,846 191,838 293,105 
Foreign exchange loss1538,905 7,466 52,269 2,405 
Gain on dispositions(4,566)(2,112)(5,007)(6,092)
Other expense (income)5,223 (366)4,759 (2,092)
280,925 354,766 1,302,172 (46,430)
Net income before income taxes284,146 43,447 496,614 1,123,218 
Income tax expense (recovery)13
Current income tax expense703 486 2,753 894 
Deferred income tax expense (recovery)18,475 10,248 (8,937)71,963 
19,178 10,734 (6,184)72,857 
Net income$264,968 $32,713 $502,798 $1,050,361 
Other comprehensive income (loss)
Foreign currency translation adjustment117,023 26,175 147,861 18,969 
Comprehensive income $381,991 $58,888 $650,659 $1,069,330 
Net income per common share11
Basic$0.48 $0.06 $0.89 $1.86 
Diluted$0.47 $0.06 $0.89 $1.84 
Weighted average common shares (000's)
11
Basic553,409 564,211 561,931 563,492 
Diluted559,174 571,647 567,662 570,179 

See accompanying notes to the condensed consolidated interim financial statements.

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Baytex Energy Corp.
Condensed Consolidated Interim Statements of Changes in Equity
(thousands of Canadian dollars) (unaudited)

NotesShareholders’
capital
Contributed
surplus
Accumulated other comprehensive incomeDeficitTotal equity
Balance at December 31, 2020$5,729,418 $14,345 $618,976 $(5,784,526)$578,213 
Vesting of share awards 7,175 (7,175)— —  
Share-based compensation — 4,603 — — 4,603 
Comprehensive income— — 18,969 1,050,361 1,069,330 
Balance at September 30, 2021$5,736,593 $11,773 $637,945 $(4,734,165)$1,652,146 
Balance at December 31, 2021$5,736,593 $13,559 $632,103 $(4,170,926)$2,211,329 
Vesting of share awards 98,501 (8,501)— —  
Share-based compensation 10— 2,715 — — 2,715 
Repurchase of common shares for cancellation9(217,263)76,009 — — (141,254)
Comprehensive income— — 147,861 502,798 650,659 
Balance at September 30, 2022$5,527,831 $83,782 $779,964 $(3,668,128)$2,723,449 

See accompanying notes to the condensed consolidated interim financial statements.

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Baytex Energy Corp.
Condensed Consolidated Interim Statements of Cash Flows
(thousands of Canadian dollars) (unaudited)

Three Months Ended September 30Nine Months Ended September 30
Notes2022 2021 2022 2021 
CASH PROVIDED BY (USED IN):
Operating activities
Net income$264,968 $32,713 $502,798 $1,050,361 
Adjustments for:
Non-cash share-based compensation10637 1,453 2,715 4,603 
Unrealized foreign exchange loss1539,799 7,545 52,750 3,223 
Exploration and evaluation46,566 6,766 17,346 10,718 
Depletion and depreciation 144,177 127,052 427,254 332,119 
Impairment reversal5 —  (1,126,415)
Non-cash financing and accretion145,979 6,235 16,399 13,082 
Non-cash other income8(1,276)(444)(2,741)(2,108)
Unrealized financial derivatives (gain) loss16(190,471)8,941 (92,978)179,408 
Gain on dispositions(4,566)(2,112)(5,007)(6,092)
Deferred income tax expense (recovery)1318,475 10,248 (8,937)71,963 
Asset retirement obligations settled8(4,599)(1,805)(10,608)(4,215)
Change in non-cash working capital 30,734 (17,631)(29,560)(54,830)
310,423 178,961 869,431 471,817 
Financing activities
(Decrease) increase in credit facilities(58,266)53,430 (73,617)(107,230)
Debt issuance costs (305)— (2,137)— 
Payments on lease obligations(668)(1,142)(2,881)(3,143)
Redemption of long-term notes 7(35,599)(139,861)(288,429)(146,648)
Repurchase of common shares9(78,790)— (141,254)— 
(173,628)(87,573)(508,318)(257,021)
Investing activities
Additions to exploration and evaluation assets4 (89)(5,897)(733)
Additions to oil and gas properties5(167,453)(94,146)(412,011)(238,575)
Additions to other plant and equipment (148)(158)(782)(569)
Property acquisitions  (89)(267)(114)
Proceeds from dispositions25,460 701 25,501 947 
Change in non-cash working capital 9,756 1,018 36,753 24,248 
(132,385)(92,763)(356,703)(214,796)
Change in cash4,410 (1,375)4,410 — 
Cash, beginning of period 1,375  — 
Cash, end of period$4,410 $— $4,410 $— 
Supplementary information
Interest paid$35,587 $32,436 $77,116 $80,037 
Income taxes paid$1,906 $— $2,169 $— 

See accompanying notes to the condensed consolidated interim financial statements.

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Baytex Energy Corp.
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended September 30, 2022 and 2021
(all tabular amounts in thousands of Canadian dollars, except per common share amounts) (unaudited)

1.REPORTING ENTITY
Baytex Energy Corp. (the “Company” or “Baytex”) is an energy company engaged in the acquisition, development and production of oil and natural gas in the Western Canadian Sedimentary Basin and the state of Texas in the United States. The Company’s common shares are traded on the Toronto Stock Exchange under the symbol BTE. The Company’s head and principal office is located at 2800, 520 – 3rd Avenue S.W., Calgary, Alberta, T2P 0R3, and its registered office is located at 2400, 525 – 8th Avenue S.W., Calgary, Alberta, T2P 1G1.

2.BASIS OF PRESENTATION
The condensed consolidated interim financial statements ("consolidated financial statements") have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). These condensed consolidated financial statements do not include all the necessary annual disclosures as prescribed by IFRS and should be read in conjunction with the annual consolidated financial statements as at and for the year ended December 31, 2021.

The consolidated financial statements were approved by the Board of Directors of Baytex on November 3, 2022.

The consolidated financial statements have been prepared on a historical cost basis, with the exception of derivative financial instruments which have been measured at fair value. The consolidated financial statements are presented in Canadian dollars which is the functional currency of the Company. References to “US$” are to United States ("U.S.") dollars. All financial information is rounded to the nearest thousand, except per share amounts or when otherwise indicated.

The audited consolidated financial statements of the Company as at and for the year ended December 31, 2021 are available through its filings on SEDAR at www.sedar.com and through the U.S. Securities and Exchange Commission at www.sec.gov.

Significant Accounting Policies

The accounting policies, critical accounting judgments and significant estimates used in preparation of the 2021 annual financial statements have been applied in the preparation of these consolidated financial statements, except for the adoption of Normal Course Issue Bid ("NCIB") Share Repurchases as described below.

Current Environment and Estimation Uncertainty

Management makes judgements and assumptions about the future in deriving estimates used in preparation of these consolidated financial statements in accordance with IFRS. Sources of estimation uncertainty include estimates used to determine economically recoverable oil, natural gas, and natural gas liquids reserves, the recoverable amount of long-lived assets or cash generating units, the fair value of financial derivatives, the provision for asset retirement obligations and the provision for income taxes and the related deferred tax assets and liabilities.

During the nine months ended September 30, 2022, demand for oil and natural gas improved as the global economy continued to recover from the COVID-19 pandemic. Early in 2022, energy prices strengthened to multi-year highs due to heightened uncertainty of global oil and natural gas supply after Russia's invasion of Ukraine in addition to limited production growth reflecting oil and gas producers' capital discipline. Recent declines in global oil prices have been caused by concern over future demand caused by central bank actions to moderate inflation. The impact of these factors has been considered in management's estimates as at and for the period ended September 30, 2022.

Normal Course Issuer Bid ("NCIB") Share Repurchases

On May 2, 2022, Baytex announced the acceptance from the Toronto Stock Exchange ("TSX") for implementation of a NCIB under which Baytex is permitted to purchase for cancellation a specified number of common shares over a specified time frame. The shares repurchased and cancelled are accounted for as a reduction in Share Capital at historical cost, with any discount paid recorded to Contributed Surplus and any premium paid recorded to Retained Earnings. Total consideration paid includes any commissions or fees paid as part of the transaction.


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3.    SEGMENTED FINANCIAL INFORMATION

Baytex's reportable segments are determined based on the geographic location and nature of the underlying operations:

Canada includes the exploration for, and the development and production of, crude oil and natural gas in Western Canada;
U.S. includes the exploration for, and the development and production of, crude oil and natural gas in the U.S.; and
Corporate includes corporate activities and items not allocated between operating segments.
CanadaU.S.CorporateConsolidated
Three Months Ended September 302022 20212022 20212022 20212022 2021
Revenue, net of royalties
Petroleum and natural gas sales$473,708 $292,723 $238,357 $196,013 $ $— $712,065 $488,736 
Royalties(75,901)(32,679)(71,093)(57,844) — (146,994)(90,523)
397,807 260,044 167,264 138,169  — 565,071 398,213 
Expenses
Operating83,141 63,301 26,998 20,895  — 110,139 84,196 
Transportation12,771 7,818  —  — 12,771 7,818 
Blending and other40,945 19,581  —  — 40,945 19,581 
General and administrative —  — 12,003 9,980 12,003 9,980 
Exploration and evaluation6,566 6,766  —  — 6,566 6,766 
Depletion and depreciation102,353 82,241 40,298 43,440 1,526 1,371 144,177 127,052 
Share-based compensation —  — 3,072 2,511 3,072 2,511 
Financing and interest —  — 25,753 29,028 25,753 29,028 
Financial derivatives (gain) loss —  — (114,063)62,846 (114,063)62,846 
Foreign exchange loss —  — 38,905 7,466 38,905 7,466 
(Gain) loss on dispositions(4,566)(2,302) 190  — (4,566)(2,112)
Other (income) expense(1,276)(444) — 6,499 78 5,223 (366)
239,934 176,961 67,296 64,525 (26,305)113,280 280,925 354,766 
Net income (loss) before income taxes157,873 83,083 99,968 73,644 26,305 (113,280)284,146 43,447 
Income tax expense
Current income tax expense703 486 
Deferred income tax expense18,475 10,248 
19,178 10,734 
Net income (loss)$157,873 $83,083 $99,968 $73,644 $26,305 $(113,280)$264,968 $32,713 
Additions to exploration and evaluation assets 89  —  —  89 
Additions to oil and gas properties117,150 75,410 50,303 18,736  — 167,453 94,146 
Property acquisitions 89  —  —  89 
Proceeds from dispositions(25,460)(108) (593) — (25,460)(701)
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CanadaU.S.CorporateConsolidated
Nine Months Ended September 302022 20212022 20212022 20212022 2021
Revenue, net of royalties
Petroleum and natural gas sales$1,508,609 $786,171 $731,450 $529,621 $ $— $2,240,059 $1,315,792 
Royalties(224,710)(83,536)(216,563)(155,468) — (441,273)(239,004)
1,283,899 702,635 514,887 374,153  — 1,798,786 1,076,788 
Expenses
Operating244,152 186,455 74,179 61,190  — 318,331 247,645 
Transportation33,744 24,092  —  — 33,744 24,092 
Blending and other139,280 56,668  —  — 139,280 56,668 
General and administrative —  — 35,325 29,323 35,325 29,323 
Exploration and evaluation17,346 10,718  —  — 17,346 10,718 
Depletion and depreciation304,147 215,803 118,759 112,368 4,348 3,948 427,254 332,119 
Impairment reversal (684,000) (442,415) —  (1,126,415)
Share-based compensation —  — 9,959 8,262 9,959 8,262 
Financing and interest —  — 77,074 83,832 77,074 83,832 
Financial derivatives loss —  — 191,838 293,105 191,838 293,105 
Foreign exchange loss —  — 52,269 2,405 52,269 2,405 
(Gain) loss on dispositions(5,007)(6,282) 190  — (5,007)(6,092)
Other (income) expense(2,741)(2,108) — 7,500 16 4,759 (2,092)
730,921 (198,654)192,938 (268,667)378,313 420,891 1,302,172 (46,430)
552,978 901,289 321,949 642,820 (378,313)(420,891)496,614 1,123,218 
Income tax expense (recovery)
Current income tax expense2,753 894 
Deferred income tax (recovery) expense(8,937)71,963 
(6,184)72,857 
Net income (loss)$552,978 $901,289 $321,949 $642,820 $(378,313)$(420,891)$502,798 $1,050,361 
Additions to exploration and evaluation assets5,897 733  —  — 5,897 733 
Additions to oil and gas properties289,264 147,656 122,747 90,919  — 412,011 238,575 
Property acquisitions267 114  —  — 267 114 
Proceeds from dispositions(25,501)(354) (593) — (25,501)(947)
September 30, 2022December 31, 2021
Canadian assets$2,497,256 $2,658,281 
U.S. assets2,395,989 2,152,323 
Corporate assets30,372 24,039 
Total consolidated assets$4,923,617 $4,834,643 

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4.    EXPLORATION AND EVALUATION ASSETS
September 30, 2022December 31, 2021
Balance, beginning of period$172,824 $191,865 
Capital expenditures5,897 3,298 
Property acquisitions 1,100 
Divestitures(498)(166)
Property swaps 408 
Exploration and evaluation expense(17,346)(15,212)
Transfer to oil and gas properties (note 5)
(7,301)(7,727)
Foreign currency translation6,561 (742)
Balance, end of period$160,137 $172,824 

At September 30, 2022 and December 31, 2021, there were no indicators of impairment or impairment reversal for exploration and evaluation assets in any of the Company's cash generating units ("CGU").

5.    OIL AND GAS PROPERTIES
CostAccumulated
depletion
Net book value
Balance, December 31, 2020$11,423,676 $(8,346,128)$3,077,548 
Capital expenditures310,005 — 310,005 
Property acquisitions274 — 274 
Transfers from exploration and evaluation assets (note 4)7,727 — 7,727 
Change in asset retirement obligations (note 8)(12,222)— (12,222)
Divestitures(37,835)32,844 (4,991)
Property swaps(26,131)25,900 (231)
Impairment reversal— 1,542,414 1,542,414 
Foreign currency translation(31,977)34,765 2,788 
Depletion— (458,941)(458,941)
Balance, December 31, 2021$11,633,517 $(7,169,146)$4,464,371 
Capital expenditures412,011 — 412,011 
Property acquisitions361 — 361 
Transfers from exploration and evaluation assets (note 4)7,301 — 7,301 
Change in asset retirement obligations (note 8)(185,649)— (185,649)
Divestitures(265,145)241,892 (23,253)
Foreign currency translation352,730 (189,009)163,721 
Depletion— (422,906)(422,906)
Balance, September 30, 2022$11,955,126 $(7,539,169)$4,415,957 

During the third quarter of 2022, Baytex completed a minor non-core property disposition in the Conventional CGU for proceeds of $25.5 million.

At September 30, 2022, there were no indicators of impairment or impairment reversal for oil and gas properties in any of the Company's CGUs.

2021 Impairment Reversals

At June 30, 2021, we identified indicators of impairment reversal for oil and gas properties in each of our six CGUs due to the increase in forecasted commodity prices. The recoverable amount for each of our six CGUs exceeded their carrying amounts which resulted in an impairment reversal of $1.1 billion recorded at June 30, 2021. The recoverable amount for each CGU was based on its fair value less costs of disposal ("FVLCD") which was estimated using a discounted cash flow model of proved plus probable cash flows from an independent reserve report prepared as at December 31, 2020 which was adjusted by management for operations between December 31, 2020 and June 30, 2021. The after-tax discount rates applied to the cash flows were between 10% and 16%.

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At December 31, 2021, we identified indicators of impairment reversal for oil and gas properties in five CGUs due to the increase in forecasted commodity prices in addition to changes in proved plus probable reserves. The recoverable amount for three CGUs exceeded their carrying amounts which resulted in an impairment reversal of $416 million recorded at December 31, 2021. The recoverable amount for each CGU was based on its FVLCD which was estimated using a discounted cash flow model of proved plus probable cash flows from an independent reserve report prepared as at December 31, 2021. The after-tax discount rates applied to the cash flows were between 12% and 19%.

6.    CREDIT FACILITIES
September 30, 2022December 31, 2021
Credit facilities - U.S. dollar denominated (1)
$172,714 $156,332 
Credit facilities - Canadian dollar denominated277,337 350,182 
Credit facilities - principal (2)
450,051 506,514 
Unamortized debt issuance costs(2,576)(1,343)
Credit facilities$447,475 $505,171 
(1)U.S. dollar denominated credit facilities balance was US$126.1 million as at September 30, 2022 (December 31, 2021 - US$123.5 million).
(2)The decrease in the principal amount of the credit facilities outstanding from December 31, 2021 to September 30, 2022 is the result of net repayments of $73.6 million, partially offset by an increase in the reported amount of U.S. denominated debt of $17.2 million due to foreign exchange.

At September 30, 2022, Baytex had US$850 million of revolving credit facilities (the "Credit Facilities"). On April 1, 2022, Baytex amended its Credit Facilities to increase the revolving credit facility to US$850 million and extend maturity from April 1, 2024 to April 1, 2026. The Credit Facilities are comprised of a US$50 million operating loan and a US$600 million syndicated revolving loan for Baytex and a US$10 million operating loan and a US$190 million syndicated revolving loan for Baytex's wholly-owned subsidiary, Baytex Energy USA, Inc. There were no changes to the financial covenants as a result of the amendments.

The Credit Facilities are not borrowing base facilities and do not require annual or semi-annual reviews. The Credit Facilities contain standard commercial covenants in addition to the financial covenants detailed below. There are no mandatory principal payments required prior to maturity which could be extended by Baytex. Advances under the Credit Facilities can be drawn in either Canadian or U.S. funds and bear interest at the bank’s prime lending rate, bankers’ acceptance discount rates or secured overnight financing rates ("SOFR"), plus applicable margins.

The weighted average interest rate on the Credit Facilities was 3.1% for the nine months ended September 30, 2022 (2.2% for nine months ended September 30, 2021).

The following table summarizes the financial covenants applicable to the Credit Facilities and our compliance therewith at September 30, 2022.
Covenant Description
Position as at
September 30, 2022
Covenant
Senior Secured Debt (1) to Bank EBITDA (2) (Maximum Ratio)
0.4:1:03.5:1.0
Interest Coverage (3) (Minimum Ratio)
14.8:1.02.0:1.0
(1)"Senior Secured Debt" is calculated in accordance with the Credit Facility agreements and is defined as the principal amount of the Credit Facilities and other secured obligations identified in the credit agreement. As at September 30, 2022, the Company's Senior Secured Debt totaled $450.1 million of principal amounts outstanding.
(2)"Bank EBITDA" is calculated based on terms and definitions set out in the credit agreement which adjusts net income or loss for financing and interest expenses, income tax, non-recurring losses, certain specific unrealized and non-cash transactions and is calculated based on a trailing twelve-month basis including the impact of material acquisitions as if they had occurred at the beginning of the twelve month period. Bank EBITDA for the twelve months ended September 30, 2022 was $1.2 billion.
(3)"Interest coverage" is calculated in accordance with the credit agreement and is computed as the ratio of Bank EBITDA to financing and interest expenses, excluding certain non-cash transactions, and is calculated on a trailing twelve-month basis. Financing and interest expense for the twelve months ended September 30, 2022 was $81.8 million.

On July 25, 2022 Baytex entered into a $20 million uncommitted unsecured demand revolving letter of credit facility (the "LC Facility"). Letters of credit under this facility are guaranteed by Export Development Canada and do not use capacity available under the Credit Facilities. As at September 30, 2022, Baytex had $15.8 million of outstanding letters of credit under the LC Facility.
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7.    LONG-TERM NOTES
September 30, 2022December 31, 2021
5.625% notes due June 1, 2024 (1)
$ $253,120 
8.75% notes due April 1, 2027 (2)
648,207 632,800 
Total long-term notes - principal (3)
648,207 885,920 
Unamortized debt issuance costs(8,528)(11,393)
Total long-term notes - net of unamortized debt issuance costs$639,679 $874,527 
(1)The U.S. dollar denominated principal outstanding of the 5.625% notes was nil as at September 30, 2022 (December 31, 2021 - US$200.0 million).
(2)The U.S. dollar denominated principal outstanding of the 8.75% notes was US$473.2 million as at September 30, 2022 (December 31, 2021 - US$500.0 million).
(3)The decrease in the principal amount of long-term notes outstanding from December 31, 2021 to September 30, 2022 is the result of principal repayments of $288.1 million partially offset by changes in the reported amount of U.S. denominated debt of $50.4 million.

The long-term notes do not contain any significant financial maintenance covenants but do contain standard commercial covenants for debt incurrence and restricted payments.

During the three months ended September 30, 2022, Baytex repurchased and cancelled US$26.8 million principal of the 8.75% Notes and recorded early redemption expense of $0.3 million.

On June 1, 2022, Baytex completed the early redemption of the US$200.0 million principal amount of the 5.625% Notes due in 2024 at par plus accrued interest and recorded a decrease to unamortized debt issuance costs of $1.7 million.

8.    ASSET RETIREMENT OBLIGATIONS
September 30, 2022December 31, 2021
Balance, beginning of period$743,683 $760,383 
Liabilities incurred13,855 14,845 
Liabilities settled(10,608)(6,662)
Liabilities acquired from property acquisitions138 249 
Liabilities divested(3,301)(3,161)
Property swaps (4,113)
Accretion (note 14)
11,403 12,381 
Government grants (1)
(2,741)(2,857)
Change in estimate2,215 (9,686)
Changes in discount rates and inflation rates (2)
(201,719)(17,381)
Foreign currency translation1,717 (315)
Balance, end of period$554,642 $743,683 
Less current portion of asset retirement obligations10,869 11,080 
Non-current portion of asset retirement obligations$543,773 $732,603 
(1)    During the nine months ended September 30, 2022, Baytex recognized $2.7 million of non-cash other income and a reduction in asset retirement obligations related to government grants provided by the Government of Alberta and the Government of Saskatchewan ($2.9 million for the year ended December 31, 2021).
(2)    The discount and inflation rates at September 30, 2022 were 3.1% and 1.7%, respectively, compared to 1.7% and 1.8% at December 31, 2021.

9.    SHAREHOLDERS' CAPITAL
The authorized capital of Baytex consists of an unlimited number of common shares without nominal or par value and 10.0 million preferred shares without nominal or par value, issuable in series. Baytex establishes the rights and terms of the preferred shares upon issuance. At September 30, 2022, no preferred shares have been issued by the Company and all common shares issued were fully paid.

The holders of common shares may receive dividends as declared from time to time and are entitled to one vote per share at any meeting of the holders of common shares. All common shares rank equally with regard to the Company's net assets in the event the Company is wound-up or terminated.

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During 2022, the TSX accepted Baytex's notice of intention to implement a NCIB. Under the terms of the NCIB, the Company may purchase for cancellation up to 56.3 million common shares over the 12-month period commencing May 9, 2022. The number of shares authorized for repurchase represents 10% of the Company's public float as at April 29, 2022. Purchases are made on the open market at prices prevailing at the time of the transaction.
Number of Common Shares
(000s)
Amount
Balance, December 31, 2020561,227 $5,729,418 
Vesting of share awards2,986 7,175 
Balance, December 31, 2021564,213 $5,736,593 
Vesting of share awards5,035 8,501 
Common shares repurchased and cancelled(21,633)(217,263)
Balance, September 30, 2022547,615 $5,527,831 

During the nine months ended September 30, 2022, Baytex repurchased and cancelled 21.6 million common shares at an average price of $6.53 per share for total consideration of $141.3 million. The total consideration paid includes commissions and fees and is recorded as a reduction to Shareholders' Equity.

10.    SHARE-BASED COMPENSATION PLAN
For the three and nine months ended September 30, 2022 the Company recorded total compensation expense related to the share awards of $3.1 million and $10.0 million respectively ($2.5 million and $8.3 million for the three and nine months ended September 30, 2021). Included in compensation expense related to share awards for the three and nine months ended September 30, 2022 is $2.4 million and $7.3 million of cash compensation expense related to the incentive award plan, deferred share unit plan and the associated equity total return swaps ($1.1 million and $3.7 million for the three and nine months ended September 30, 2021).

Share Award Incentive Plan

Baytex has a share award plan pursuant to which it issues restricted and performance awards. A restricted award entitles the holder of each award to receive one common share of Baytex or the equivalent cash value at the time of vesting. A performance award entitles the holder of each award to receive between zero and two common shares on vesting; the number of common shares issued is determined by a multiplier. The multiplier, which ranges between zero and two, is calculated based on a number of factors determined and approved by the Board of Directors on an annual basis. The restricted awards and performance awards vest in equal tranches on the first, second and third anniversaries of the grant date.

The weighted average fair value of share awards granted during the nine months ended September 30, 2022 was $5.68 per restricted and performance award ($1.30 for the nine months ended September 30, 2021).

The number of share awards outstanding is detailed below:
(000s)Number of restricted awardsNumber of performance awardsTotal number of share awards
Balance, December 31, 20204,122 4,088 8,210 
Granted— 4,067 4,067 
Added by performance factor— 669 669 
Vested(1,861)(1,152)(3,013)
Forfeited(168)(291)(459)
Balance, December 31, 20212,093 7,381 9,474 
Granted— 1,111 1,111 
Vested(1,377)(3,630)(5,007)
Forfeited(22)(26)(48)
Balance, September 30, 2022694 4,836 5,530 

11


Incentive Award Plan

Baytex has an incentive award plan (the "Incentive Award" plan) whereby the holder of each incentive award is entitled to receive a cash payment equal to the value of one Baytex common share at the time of vesting. The incentive awards vest in equal tranches on the first, second and third anniversaries of the grant date. The cumulative expense is recognized at fair value at each period end and is included in trade and other payables.

During the nine months ended September 30, 2022, Baytex granted 1.4 million awards under the Incentive Award plan at a fair value of $5.68 per award (5.0 million awards at $1.32 per award for the nine months ended September 30, 2021). At September 30, 2022 there were 5.2 million awards outstanding under the Incentive Award plan (6.4 million awards outstanding at December 31, 2021).

Deferred Share Unit Plan

Baytex has a deferred share unit plan (the "DSU" plan) whereby each non-employee Director of Baytex is entitled to receive a cash payment equal to the value of one Baytex common share on the date on which they cease to be a member of the Board. The awards vest immediately upon being granted and are expensed in full on the grant date. The units are recognized at fair value at each period end and are included in trade and other payables.

During the nine months ended September 30, 2022, Baytex granted 0.2 million awards under the DSU plan at a fair value of $5.68 per award (0.9 million awards at $1.29 per award for the nine months ended September 30, 2021). At September 30, 2022, there were 1.0 million awards outstanding under the DSU plan.

Equity Total Return Swaps

The Company uses equity total return swaps on the equivalent number of Baytex common shares in order to fix a portion of the aggregate cost of the cash-settled plans including the Incentive Award plan, the DSU plan and the Share Award Incentive Plan, at the fair value determined on the grant date. The carrying value of the Company's financial derivatives includes the fair value of the equity total return swap which was an asset of $4.6 million on September 30, 2022 (December 31, 2021 - asset of $6.5 million). At September 30, 2022, an asset of $15.1 million associated with the equity return swap is included in accounts payable as it relates to the settlement of cash compensation payable (December 31, 2021 - an asset of $10.7 million).

11.    NET INCOME PER SHARE
Baytex calculates basic income or loss per share based on the net income or loss attributable to shareholders using the weighted average number of shares outstanding during the period. Diluted income per share amounts reflect the potential dilution that could occur if share awards were converted to common shares. The treasury stock method is used to determine the dilutive effect of share awards whereby the potential conversion of share awards and the amount of compensation expense, if any, attributed to future services are assumed to be used to purchase common shares at the average market price during the period.
Three Months Ended September 30
20222021
Net incomeWeighted average common shares (000s)Net income per shareNet incomeWeighted average common shares
(000s)
Net income per share
Net income - basic$264,968 553,409 $0.48 $32,713 564,211 $0.06 
Dilutive effect of share awards 5,765  — 7,436 — 
Net income - diluted$264,968 559,174 $0.47 $32,713 571,647 $0.06 
Nine Months Ended September 30
20222021
Net incomeWeighted average common shares (000s)Net income per shareNet incomeWeighted average common shares (000s)Net income per share
Net income - basic$502,798 561,931 $0.89 $1,050,361 563,492 $1.86 
Dilutive effect of share awards 5,731  — 6,687 — 
Net income - diluted$502,798 567,662 $0.89 $1,050,361 570,179 $1.84 
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For the three and nine months ended September 30, 2022 and September 30, 2021 no share awards were excluded from the calculation of diluted income per share as their effect was dilutive.

12.     PETROLEUM AND NATURAL GAS SALES

Petroleum and natural gas sales from contracts with customers for the Company's Canadian and U.S. operating segments is set forth in the following table.
Three Months Ended September 30
20222021
CanadaU.S.TotalCanadaU.S.Total
Light oil and condensate$175,447 $188,521 $363,968 $124,930 $154,511 $279,441 
Heavy oil267,958  267,958 146,468 — 146,468 
NGL7,929 22,627 30,556 4,177 22,932 27,109 
Natural gas sales22,374 27,209 49,583 17,148 18,570 35,718 
Total petroleum and natural gas sales$473,708 $238,357 $712,065 $292,723 $196,013 $488,736 
Nine Months Ended September 30
20222021
CanadaU.S.TotalCanadaU.S.Total
Light oil and condensate$548,588 $591,946 $1,140,534 $342,744 $418,498 $761,242 
Heavy oil858,497  858,497 385,288 — 385,288 
NGL23,701 69,529 93,230 12,327 52,870 65,197 
Natural gas sales77,823 69,975 147,798 45,812 58,253 104,065 
Total petroleum and natural gas sales$1,508,609 $731,450 $2,240,059 $786,171 $529,621 $1,315,792 

Included in accounts receivable at September 30, 2022 is $223.0 million of accrued production revenue related to delivered volumes (December 31, 2021 - $154.0 million).

13.    INCOME TAXES
The provision for income taxes has been computed as follows:
Nine Months Ended September 30
2022 2021 
Net income before income taxes $496,614 $1,123,218 
Expected income taxes at the statutory rate of 24.80% (2021 – 25.12%)123,160 282,152 
Increase (decrease) in income taxes resulting from:
Effect of foreign exchange5,917 (292)
Effect of rate adjustments for foreign jurisdictions(21,237)(19,751)
Effect of change in deferred tax benefit not recognized(72,297)(191,611)
Effect of internal debt restructuring(44,793)— 
Adjustments, assessments and other3,066 2,359 
Income tax (recovery) expense$(6,184)$72,857 

At September 30, 2022, a deferred tax asset of $72.0 million remains unrecognized due to uncertainty surrounding future commodity prices and future capital gains (December 31, 2021 - $145.6 million).

13


As disclosed in the 2021 annual financial statements, in June 2016, certain indirect subsidiary entities received reassessments from the Canada Revenue Agency (the “CRA”) that denied $591.0 million of non-capital loss deductions that relate to the calculation of income taxes for the years 2011 through 2015. In September 2016, Baytex filed notices of objection with the CRA appealing each reassessment received. There has been no change in the status of these reassessments since an Appeals Officer was assigned to the Company's file in July 2018. Baytex remains confident that the original tax filings are correct and intends to defend those tax filings through the appeals process.

14.    FINANCING AND INTEREST
Three Months Ended September 30Nine Months Ended September 30
2022 2021 2022 2021 
Interest on Credit Facilities$5,788 $3,256 $12,897 $9,842 
Interest on long-term notes13,935 19,481 47,635 60,734 
Interest on lease obligations51 56 143 174 
Cash Interest$19,774 $22,793 $60,675 $70,750 
Amortization of debt issue costs1,242 1,733 4,671 3,272 
Accretion on asset retirement obligations (note 8)4,412 3,273 11,403 8,938 
Early redemption expense (note 7)325 1,229 325 872 
Financing and interest$25,753 $29,028 $77,074 $83,832 

15.    FOREIGN EXCHANGE
Three Months Ended September 30Nine Months Ended September 30
2022 2021 2022 2021 
Unrealized foreign exchange (gain) loss - intercompany notes (1)
$ $(25,909)$(2,674)$411 
Unrealized foreign exchange loss - long-term notes & Credit Facilities39,799 33,454 55,424 2,812 
Realized foreign exchange gain(894)(79)(481)(818)
Foreign exchange loss$38,905 $7,466 $52,269 $2,405 
(1)Baytex had a series of intercompany notes totaling US$601.0 million outstanding at December 31, 2021 that were issued from a Canadian functional currency subsidiary to a U.S. functional currency subsidiary. These notes were eliminated upon consolidation within the Statement of Financial Position and were revalued at the relevant foreign exchange rate at each period end. Foreign exchange gains or losses incurred within the Canadian functional currency subsidiary were recognized in unrealized foreign exchange gain or loss whereas those within the U.S. functional currency subsidiary were recognized in other comprehensive income. In January 2022 the intercompany notes were transferred from the Canadian functional currency subsidiary to another U.S. functional currency subsidiary. As a result, foreign exchange gains and losses incurred on these notes after the transfer are recognized in other comprehensive income.
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16.     FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial assets and liabilities are comprised of cash, trade and other receivables, trade and other payables, financial derivatives, Credit Facilities, and long-term notes. The fair value of trade and other receivables and trade and other payables approximates carrying value due to the short term to maturity. The fair value of the Credit Facilities is equal to the principal amount outstanding as the Credit Facilities bear interest at floating rates and credit spreads that are indicative of market rates. The fair value of the long-term notes is determined based on market prices.

The carrying value and fair value of the Company's financial instruments carried on the condensed consolidated statements of financial position are classified into the following categories:
September 30, 2022December 31, 2021
Carrying valueFair valueCarrying valueFair valueFair Value Measurement Hierarchy
Financial Assets
Fair value through profit and loss
Financial derivatives$16,199 $16,199 $8,654 $8,654 Level 2
Total$16,199 $16,199 $8,654 $8,654 
Amortized cost
Cash$4,410 $4,410 $— $— 
Trade and other receivables251,689 251,689 173,409 173,409 
Total$256,099 $256,099 $173,409 $173,409 
Financial Liabilities
Fair value through profit and loss
Financial derivatives$(48,587)$(48,587)$(134,020)$(134,020)Level 2
Total$(48,587)$(48,587)$(134,020)$(134,020)
Amortized cost
Trade and other payables$(271,400)$(271,400)$(190,692)$(190,692)— 
Credit Facilities(447,475)(450,051)(505,171)(506,514)— 
Long-term notes(639,679)(652,471)(874,527)(917,889)Level 1
Total$(1,358,554)$(1,373,922)$(1,570,390)$(1,615,095)

There were no transfers between Level 1 and Level 2 during the nine months ended September 30, 2022 and 2021.

Foreign Currency Risk

The carrying amounts of the Company’s U.S. dollar denominated monetary assets and liabilities recorded in entities with a Canadian dollar functional currency at the reporting date are as follows:
AssetsLiabilities
September 30, 2022December 31, 2021September 30, 2022December 31, 2021
U.S. dollar denominatedUS$7,844 US$602,503 US$539,995 US$829,934 

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Commodity Price Risk

Financial Derivative Contracts

Baytex had the following financial derivative contracts outstanding as of November 3, 2022:
Remaining PeriodVolume
Price/Unit (1)
Index
Oil
Basis SwapOct 2022 to Dec 202212,000 bbl/dWTI less US$12.40/bblWCS
Basis SwapOct 2022 to Dec 20226,750 bbl/dWTI less US$3.73/bblMSW
Fixed SellOct 2022 to Dec 202210,000 bbl/dUS$53.50/bblWTI
3-way option (2)
Oct 2022 to Dec 20221,500 bbl/dUS$40.00/US$50.00/US$58.10WTI
3-way option (2)
Oct 2022 to Dec 20222,000 bbl/dUS$46.00/US$56.00/US$66.72WTI
3-way option (2)
Oct 2022 to Dec 20222,500 bbl/dUS$47.00/US$57.00/US$67.00WTI
3-way option (2)
Oct 2022 to Dec 20222,500 bbl/dUS$50.00/US$60.00/US$70.00WTI
3-way option (2)
Oct 2022 to Dec 20222,000 bbl/dUS$53.00/US$63.50/US$72.90WTI
3-way option (2)
Jan 2023 to Dec 20232,000 bbl/dUS$55.00/US$66.00/US$84.00WTI
3-way option (2)
Jan 2023 to Dec 20232,500 bbl/dUS$60.00/US$75.00/US$91.54WTI
3-way option (2)
Jan 2023 to Dec 20232,500 bbl/dUS$65.00/US$85.00/US$100.00WTI
3-way option (2)
Jan 2023 to Dec 20232,500 bbl/dUS$65.00/US$85.00/US$106.50WTI
Natural Gas
Fixed SellOct 2022 to Dec 20225,000 GJ/d$2.53/GJAECO 7A
Fixed SellOct 2022 to Dec 202214,250 GJ/d$2.84/GJAECO 5A
Fixed SellOct 2022 to Dec 20221,000 mmbtu/dUS$2.94/mmbtuNYMEX
3-way option (2)
Oct 2022 to Dec 20222,500 mmbtu/dUS$2.25/US$2.75/US$3.06NYMEX
3-way option (2)
Oct 2022 to Dec 20221,500 mmbtu/dUS$2.60/US$2.91/US$3.56NYMEX
3-way option (2)
Oct 2022 to Dec 20222,500 mmbtu/dUS$2.60/US$3.00/US$3.83NYMEX
3-way option (2)
Oct 2022 to Dec 20222,500 mmbtu/dUS$2.65/US$2.90/US$3.40NYMEX
3-way option (2)
Oct 2022 to Dec 20222,500 mmbtu/dUS$3.00/US$3.75/US$4.40NYMEX
(1)Based on the weighted average price per unit for the period.
(2)Producer 3-way option consists of a sold call, a bought put and a sold put. To illustrate, in a US$50.00/US$60.00/US$70.00 contract, Baytex receives WTI plus US$10.00/bbl when WTI is at or below US$50.00/bbl; Baytex receives US$60.00/bbl when WTI is between US$50.00/bbl and US$60.00/bbl; Baytex receives the market price when WTI is between US$60.00/bbl and US$70.00/bbl; and Baytex receives US$70.00/bbl when WTI is above US$70.00/bbl.

The following table sets forth the realized and unrealized gains and losses recorded on financial derivatives.
Three Months Ended September 30Nine Months Ended September 30
2022 2021 2022 2021 
Realized financial derivatives loss$76,408 $53,905 $284,816 $113,697 
Unrealized financial derivatives (gain) loss(190,471)8,941 (92,978)179,408 
Financial derivatives (gain) loss$(114,063)$62,846 $191,838 $293,105 

17.    CAPITAL MANAGEMENT
The Company's capital management objective is to maintain financial flexibility and sufficient sources of liquidity to execute its capital programs, while meeting short and long-term commitments. Baytex strives to actively manage its capital structure in response to changes in economic conditions. At September 30, 2022, the Company's capital structure was comprised of shareholders' capital, long-term notes, trade and other receivables, trade and other payables, cash and the Credit Facilities.

In order to manage its capital structure and liquidity, Baytex may from time to time issue equity or debt securities, enter into business transactions including the sale of assets or adjust capital spending to manage current and projected debt levels. There is no certainty that any of these additional sources of capital would be available if required.

The capital intensive nature of Baytex's operations requires the maintenance of adequate sources of liquidity to fund ongoing exploration and development. Baytex's capital resources consist primarily of Adjusted Funds Flow, available Credit Facilities and proceeds received from the divestiture of oil and gas properties. The following capital management measures and ratios are used to monitor current and projected sources of liquidity.

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Net Debt

The Company uses net debt to monitor it's current financial position and to evaluate existing sources of liquidity. Baytex also uses net debt projections to estimate future liquidity and whether additional sources of capital are required to fund ongoing operations. Baytex also uses a net debt to adjusted funds flow ratio calculated on a twelve-month trailing basis to monitor the Company's existing capital structure and future liquidity requirements.

The following table reconciles Net Debt to amounts disclosed in the primary financial statements.
September 30, 2022December 31, 2021
Credit Facilities$447,475 $505,171 
Unamortized debt issuance costs - Credit Facilities (note 6)
2,576 1,343 
Long-term notes639,679 874,527 
Unamortized debt issuance costs - Long-term notes (note 7)
8,528 11,393 
Trade and other payables271,400 190,692 
Cash(4,410)— 
Trade and other receivables(251,689)(173,409)
Net Debt$1,113,559 $1,409,717 
Net Debt to Adjusted Funds Flow1.0 1.9 

Adjusted Funds Flow

Adjusted funds flow is used to monitor operating performance and the Company's ability to generate funds for exploration and development expenditures and settlement of abandonment obligations. Adjusted funds flow is comprised of cash flows from operating activities adjusted for changes in non-cash working capital and asset retirements obligations settled during the applicable period.

Adjusted Funds Flow is reconciled to amounts disclosed in the primary financial statements in the following table.
Three Months Ended September 30Nine Months Ended September 30
2022202120222021
Cash flows from operating activities$310,423 $178,961 $869,431 $471,817 
Change in non-cash working capital(30,734)17,631 29,560 54,830 
Asset retirement obligations settled4,599 1,805 10,608 4,215 
Adjusted Funds Flow$284,288 $198,397 $909,599 $530,862 
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