FINANCIAL INSTRUMENTS, FAIR VALUES AND RISK MANAGEMENT [Text Block] | 20. FINANCIAL INSTRUMENTS, FAIR VALUES AND RISK MANAGEMENT (a) Fair Values of Financial Instruments The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: • Level 1 - Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. • Level 2 - Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in level 2 are either directly or indirectly observable as of the reporting date. • Level 3 - Values are based on prices or valuation techniques that are not based on observable market data. As at December 31, 2022 December 31, 2021 (Cdn$ thousands) Fair Value Carrying Value Fair Value Carrying Value Financial assets at amortized cost: Cash 8,833 8,833 12,239 12,239 Accounts receivable 89,235 89,235 49,433 49,433 Financial assets at fair value through profit or loss: Risk management contracts 19,293 19,293 289 289 Financial liabilities at amortized cost: Accounts payable and accrued liabilities 135,547 135,547 116,866 116,866 Bank debt 179,800 179,800 106,300 106,300 Term debt 78,932 78,932 134,747 134,747 Financial liabilities at fair value through profit or loss: Risk management contracts 7,286 7,286 26,394 26,394 Warrant liability 21,971 21,971 11,360 11,360 Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect the placement within the fair value hierarchy. The Company has estimated the fair value amounts using appropriate valuation methodologies and information available to management as of the valuation dates. The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it was practicable to estimate that value: • Cash, accounts receivable, accounts payable and accrued liabilities • Bank debt and term debt • Risk management contracts Inputs to the change in the fair value are disclosed in the note below. • Warrant liability During the years ended December 31, 2022, 2021 and 2020 there were no transfers of any financial assets or liabilities between levels. (b) Risk Management The Company's activities expose it to a variety of financial risks that arise as a result of its exploration, development, production and financing activities such as: • • • This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk and the Company's management of capital. The Board of Directors oversees management's establishment and execution of the Company's risk management framework. Management has implemented, and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company to set appropriate risk limits and controls and to monitor risks and adherence to market conditions and the Company's activities. (i) Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's accounts receivable from joint operators and oil and gas marketers. Accounts Receivable All of the Company's operations are conducted in Canada. The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. All of the Company's petroleum and natural gas production is marketed under standard industry terms. Accounts receivable from oil and natural gas marketers are normally collected on the 25 th Receivables from joint operators are typically collected within one to three months of the joint venture bill being issued. The Company attempts to mitigate the risk from joint venture receivables by obtaining the partners' pre-approval of significant capital expenditures. However, the receivables are from participants in the oil and natural gas sector and collection of the balances is dependent on industry factors such as commodity price fluctuations, escalating costs and the risk of unsuccessful drilling. In addition, further risks exist with joint operators as disagreements occasionally arise that may increase the potential for non-collection. The Company does not typically obtain collateral from oil and natural gas marketers or joint operators; however, the Company can withhold its production from joint operators in the event of non-payment. For the years ended December 31, 2022, 2021 and 2020, the Company had six, four and four, external customers, respectively, that constituted more than 10 percent of commodity sales. As at December 31, 2022, the Company had four external customers that constituted more than 10% of accounts receivable (December 31, 2021 - five external customers). As at December 31, 2022, the maximum exposure to credit risk for loans and receivables at the reporting dat e, by typ (Cdn$ thousands) December 31, 2022 December 31, 2021 Oil and gas marketers 85,838 43,206 Joint venture 334 528 GST input tax credit 2,935 2,965 Other 128 2,734 Accounts receivable 89,235 49,433 HHR's allowance for doubtful accounts was nominal as at December 31, 2022 and 2021. Based on industry experience, the Company considers its accounts receivable to be in default when the receivable is more than 90 days past due. When determining whether amounts that are past due are collectible, management assesses the creditworthiness and past payment history of the counterparty as well as the nature of the past due amount. All receivables from oil and gas marketers was collected subsequent to year end. Risk management contracts HHR executes with each of its risk management counterparties an International Swap and Derivatives Association ("ISDA") Master Agreement, which is a standard industry form contract containing general terms and conditions applicable to many types of derivative transactions. As of December 31, 2022, all of the risk management counterparties have entered inter-creditor agreements with the Company's lender to eliminate the need to post any collateral. HHR's risk management counterparties are all financial institutions that are engaged in similar activities and have similar economic characteristics that, in general, could cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. HHR does not require the posting of collateral for its benefit under its risk management agreements. However, HHR's ISDA Master Agreements generally contain netting provisions whereby if on any date amounts would otherwise be payable by each party to the other, then on such date the party that owes the larger amount will pay the excess of that amount over the smaller amount owed by the other party, thus satisfying each party's obligations. These provisions generally apply to all risk management transactions or all risk management transactions of the same type (e.g., commodity, interest rate, etc.), with the particular counterparty. Financial assets and liabilities are only offset if HHR has the legal right to offset and intends to settle on a net basis or settle the asset and liability simultaneously. HHR's risk management contracts are subject to master netting agreements that create a legally enforceable right to offset by counterparty, where the currency and timing of settlement are the same. The following is a summary of HHR's financial assets and financial liabilities and associated amounts subject to offsetting at December 31, 2022 and 2021. The net asset amounts represent the maximum exposure to credit risk for risk management contracts at each reporting date. December 31, 2022 Gross Assets (Liabilities) Amount Offset Assets (Liabilities) Net Amount Presented (Cdn$ thousands) Current: Risk management contract assets 28,356 ( 9,063 ) 19,293 Risk management contract liabilities (16,349 ) 9,063 (7,286 ) Net asset 12,007 - 12,007 December 31, 2021 Gross Assets Amount Offset Net Amount Presented (Cdn$ thousands) Current: Risk management contract assets 289 - 289 Risk management contract liabilities (23,344 ) - (23,344 ) Long-term: Risk management contract liabilities (3,050 ) - (3,050 ) Net liability (26,105 ) - (26,105 ) (ii) Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company addresses its liquidity risk through its capital management of cash, working capital, credit facility capacity, and equity issuances along with its planned capital expenditure program. At December 31, 2022, the Company had $170.2 million b In the next twelve months, HHR's credit facility will undergo two borrowing base redeterminations. The Company has determined that its current financial obligations, including current commitments (note 22), are adequately funded from the available borrowing capacity and from funds derived from operations. However, any reduction in the borrowing base could result in a material impact to HHR's liquidity. Management believes that future funds generated from operations and available borrowing capacity will be sufficient to settle HHR's financial liabilities. The following table summarizes the timing of cash flows for the Company's financial and other significant liabilities at December 31, 2022: (Cdn$ thousands) 1 Year 2-3 Years 4-5 Years Thereafter Total Accounts payable and accrued liabilities 135,547 - - - 135,547 Bank indebtedness - principal - 179,800 - - 179,800 Bank indebtedness - interest 13,737 5,579 - - 19,316 Term debt - principal - 89,080 - - 89,080 Term debt - PIK interest - 5,196 - - 5,196 Lease obligations 1 1,405 2,398 1,899 1 5,703 Risk management contracts 7,286 - - - 7,286 Decommissioning obligations 1 - - - 30,197 30,197 Total liabilities 157,975 282,053 1,899 30,198 472,125 1 Estimated interest for future periods related to the credit facility were calculated using the published Canadian prime lending rate and bankers' acceptance rate in place as at the period end, plus an applicable margin or fee based on the credit facility agreement terms and the Company's proportion of debt outstanding under each interest option as at December 31, 2022. The existing maturity date in the credit facility agreement is May 31, 2024, with an option to extend for an additional 364 days at the lenders' discretion. The contractual maturity analysis assumes that both the principal amount of the 2020 Senior Notes, and any PIK interest accrued, is outstanding for the full term to maturity on July 10, 2024. Future PIK interest and principal payments have been converted from US dollars to Canadian dollars using the foreign exchange rate. (iii) Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices will affect the Company's income or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return. The Company may use risk management contracts to manage market risks as disclosed below. All such transactions are conducted within risk management policies that are reviewed by the Board of Directors. For the fair value of the Company's risk management contracts, see the Commodity Price Risk section below. Currency Risk Currency risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company's petroleum and natural gas sales are conducted in Canada and are denominated in Canadian dollars . The Company is also exposed to currency risk in relation to its 2020 Senior Notes, which are denominated in US dollars. Interest Rate Risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk related to borrowings drawn under the credit facility, as the interest charged on the credit facility fluctuates with floating interest rates. An increase (decrease) in the interest rates of 1% would have increased (decreased) interest expense by $1.1 million for the year ended December 31, 2022 (year ended December 31, 2021 - $1.1 million, and year ended December 31, 2020 - $2.4 million). Commodity Price Risk Commodity price risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for oil and natural gas are impacted not only by the relationship between the Canadian and United States dollars but also worldwide economic events that influence supply and demand. HHR enters into risk management contracts to manage its exposure to commodity price fluctuations, which have served to protect and provide certainty on a portion of the Company's cash flows. The following tables list the fair value of all outstanding risk management contracts by commodity type: (Cdn$ thousands) December 31, 2022 December 31, 2021 Crude oil (5,801 ) (13,463 ) Natural gas 17,808 (2,773 ) NGL - (9,869 ) Total net asset (liability) 12,007 (26,105 ) The following table summarizes commodity risk management contracts outstanding as at December 31, 2022: Remaining Term Reference Total Daily Volume (bbls/d) Weighted Average (Price/bbls) Crude Oil Swaps Jan 1, 2023 - Jun 30, 2023 US$ WTI 1,000 87.00 Jan 1, 2023 - Dec 31, 2023 US$ WTI 1,100 65.00 Remaining Term Reference Total Daily (GJ/d) Total Daily Volume (MMbtu/d) Weighted (CDN$/GJ) Weighted Average (US$/MMbtu) Natural Gas Swaps Apr 1, 2023 - Sep 30, 2023 CDN$ AECO 30,000 - 4.96 - Jan 1, 2023 - Jun 30, 2023 US$ Dawn - 30,000 - 3.04 Jan 1, 2023 - Dec 31, 2023 US$ AECO - NYMEX - 30,000 - (1.48 ) Natural Gas Collar Jan 1, 2023 - Dec 31, 2023 US$ NYMEX - 30,000 - 5.00 - 9.80 The following tables show the breakdown of realized and unrealized gains and losses recognized by commodity type: Year Ended December 31, 2022 Crude Oil Natural Gas NGL Total (Cdn$ thousands) Realized loss on risk management contracts (51,195 ) (43,077 ) (11,705 ) (105,977 ) Unrealized gain on risk management contracts 7,662 20,581 9,869 38,112 Loss on risk management contracts (43,533 ) (22,496 ) (1,836 ) (67,865 ) Year Ended December 31, 2021 Crude Oil Natural Gas NGL Total (Cdn$ thousands) Realized loss on risk management contracts (62,112 ) (23,452 ) (9,843 ) (95,407 ) Unrealized loss on risk management contracts (1,509 ) (5,271 ) (9,869 ) (16,649 ) Loss on risk management contracts (63,621 ) (28,723 ) (19,712 ) (112,056 ) Year Ended December 31, 2020 Crude Oil Natural Gas Total (Cdn$ thousands) Realized gain (loss) on risk management contracts 67,322 (1,201 ) 66,121 Unrealized gain (loss) on risk management contracts (18,758 ) 405 (18,353 ) Gain (loss) on risk management contracts 48,564 (796 ) 47,768 The Company's operational results and financial condition are largely dependent on the commodity price received for its oil and natural gas production. Commodity prices have fluctuated widely in recent years due to global and regional factors including supply and demand fundamentals, inventory levels, weather, economic and geopolitical factors. HHR manages the risks associated with changes in commodity prices by entering into a variety of risk management contracts. The Company assesses the effects of movement in commodity prices on income before tax. When assessing the potential impact of these commodity price changes, the Company believes a 10% volatility is a reasonable measure. A 10% change in commodity prices would have resulted in the following impact to the Company's unrealized gain (loss) on risk management contracts and net profit (loss) before tax, assuming all other variables including the Canadian dollar to United States dollar exchange rate, remained constant: Year Ended December 31, 2022 Increase 10% Decrease 10% (Cdn$ thousands) Crude oil (6,276 ) 6,276 Natural gas (11,359 ) 11,450 Year Ended December 31, 2021 Increase 10% Decrease 10% (Cdn$ thousands) Crude oil (18,559 ) 18,559 Natural gas (7,960 ) 8,889 NGLs (1,205 ) (1,205 ) Year Ended December 31, 2020 Increase 10% Decrease 10% (Cdn$ thousands) Crude oil (12,348 ) 12,348 Natural gas (5,847 ) 5,847 (c) Capital Management Hammerhead's objective when managing capital is to maintain a flexible capital structure and sufficient liquidity to meet its financial obligations and to execute its business plans. The Company considers its capital structure to include shareholders' equity, the funds available under outstanding debt and equity agreements, funds from operations and adjusted working capital. Modifications to Hammerhead's capital structure can be accomplished through issuing common and preferred shares, issuing new debt, adjusting capital spending and acquiring or disposing of assets, though there is no certainty that any of these additional sources of capital would be available if required. Hammerhead's short-term capital management objective is to fund its capital expenditures using primarily funds from operations, noting value-creating activities may be financed with a combination of funds from operations and other sources of capital. Adjusted EBITDA indicates the Company's ability to generate funds from its asset base on a continuing basis, for future development of its capital program and settlement of financial obligations. For the years ended (Cdn$ thousands) December 31, 2022 December 31, 2021 December 31, 2020 Net profit (loss) before income tax 256,820 (71,821 ) 53,410 Add (deduct): Unrealized (gain) loss on risk management contracts (38,112 ) 16,649 18,353 Optimization fees - 19,708 670 Transaction costs 19,080 - - Share-based compensation 10,044 14,039 7,155 Depletion, depreciation and impairment 147,168 127,333 135,184 Finance 25,497 21,264 37,344 Loss (gain) on foreign exchange 7,229 (350 ) 817 Loss (gain) on warrant liability 10,611 96 (3,981 ) Loss (gain) on debt repayment 218 - (88,160 ) Loss on asset disposition - 13,813 - Loss on settlement under long term retention program - 527 - Other income, excluding transportation income (2,939 ) (1,022 ) (4,639 ) Adjusted EBITDA 435,616 140,236 156,153 Previously, working capital was computed including risk management contracts, the current portion of lease obligations and current bank debt. As at December 31, 2022, 2021 and 2020 (Cdn$ thousands) December 31, 2022 December 31, 2021 December 31, 2020 Cash (8,833 ) (12,239 ) (6,078 ) Accounts receivable (89,235 ) (49,433 ) (30,298 ) Prepaid expenses and deposits (4,564 ) (2,751 ) (2,680 ) Accounts payable and accrued liabilities 135,547 116,866 54,193 Adjusted working capital deficit 32,915 52,443 15,137 Total bank debt 179,800 106,300 163,600 Total term debt 78,932 134,747 120,435 Total net debt 291,647 293,490 299,172 Adjusted EBITDA 435,616 140,236 156,153 Net debt to adjusted EBITDA 0.7 2.1 1.9 |