Frontera Energy Corporation (FEC) Earnings Call Transcript & Summary

Good morning. My name is Sergio, and I'll be your conference facilitator today. Welcome to Frontera Energy's First Quarter 2025 Operating and Financial Results Conference Call. [Operator Instructions] I would like to remind you that this conference call is being recorded today and is also available through an audio webcast on the company's website. [Operator Instructions] Analysts and investors are reminded that any additional questions can be directed to Frontera following today's call at [email protected]. This call contains forward-looking information within the meaning of applicable Canadian securities laws relating to activities, events or developments the company believes or expects will or may occur in the future. Forward-looking information reflects the current expectations, assumptions and beliefs of the company based on information currently available to it. Although the company believes the assumptions are reasonable, forward-looking information is not a guarantee of future performance. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the company to differ materially from those discussed in the forward-looking information. The company's MD&A for the quarter ended March 31, 2025, and the company's annual information form dated March 10, 2025, and other documents it files from time to time with securities regulatory authorities describe the risk, uncertainties, material assumptions and other factors that could influence actual results. Any forward-looking information speaks only as of the date on which it is made, and the company disclaims any intent or obligation to update any forward-looking information, except as required by law. I will now like to turn the call over to Mr. Gabriel de Alba, Chairman of the Board of Frontera Energy. Please go ahead.

Thank you, operator. Good morning, everyone, and welcome to Frontera's First Quarter 2025 Operating and Financial Results Conference Call. Joining me on today's call are Orlando Cabrales, Frontera's CEO; Rene Burgos Diaz, Frontera's CFO. Also available to answer questions at the end of the call, we have Victor Vega, VP, Field Development, Reservoir Management and Exploration; Alejandra Bonilla, General Counsel; Ivan Arevalo, VP Operations; and Renata Campagnaro, VP Marketing, Logistics and Business Sustainability. Thank you for joining us. Frontera remains focused on the delivery of its strategic objectives and generating value for shareholders. In the first quarter, the company generated $83.5 million in operating EBITDA, recorded $27.5 million in net income, $13.6 million in income from operations, produced $28.6 million of adjusted infrastructure EBITDA and maintain a strong balance sheet, finishing the quarter with a total cash balance of $199.8 million. The Board is advancing on the strategic path for maximizing shareholder value, including on the infrastructure assets. The next step is to the recapitalization of its investments in the LDL pipeline through a new $220 million nonrecourse secured loan and the development of key growth projects at Puerto Bahia. The recapitalization will deliver approximately $115 million in proceeds to Frontera today after the refinancing of existing indebtedness while maintaining future upside potential from this key transportation asset in Colombia. Importantly, the financing excludes Puerto Bahia from the security package, providing Puerto Bahia greater flexibility to secure independent financing for new strategic growth projects. We would like to thank Goldman Sachs for their advice as the Board reviewed various alternatives. Frontera remains open to consider all options to surface the value of its assets and enhance shareholder value, including potential future strategic transactions involving its infrastructure business, which include a potential LNG import facility in Puerto Bahia. Regarding the ODL recapitalization, Frontera announced that it intends to commence a substantial issuer bid to purchase up to $65 million of the company's outstanding shares. Further, the company has also launched this morning a $65 million capped tender and consent solicitation for its 2028 senior unsecured notes. These efforts are consistent with the company's strategy of returning capital to its stakeholders. The company is also declaring its quarterly dividend of CAD 0.0625 per share or $3.5 million in aggregate and plans to commence its NCIB program once the announced substantial issuer bid is completed. Assuming full uptake of this SIB and capped tender, the company will have returned $190 million to its stakeholders since 2024 through normal course issuer bids, substantial issuer bids, declared dividends and bond buybacks. Looking ahead, Frontera will continue to consider similar investor-focused initiatives in 2025 and beyond, including potential additional dividends, distributions, share or bond buybacks based on the overall results of the business, oil prices and the company's cash flow generation. Additionally, the company will consider all options to enhance the value of its common shares in the short term and in so doing, may consider other strategic initiatives or transactions. I'd like now to turn the call over to Orlando Cabrales, Frontera's CEO; and Rene Burgos, Frontera's CFO, who will share their views on our first quarter results. Orlando?

Thank you, Gabriel. Good morning, everyone, and thank you for joining us for today's call. Frontera's first quarter financial results in our Colombian and Ecuador upstream onshore business are in line with expectations despite some unforeseen challenges, which resulted in lower-than-expected quarterly production due to delays in the heavy oil assets drilling campaign, lower-than-expected water handling at SAARA, natural declines as well as greater need of well interventions in our light and medium blocks that have since been addressed. Despite these challenges, our second quarter production has been strong with estimated average daily volumes of approximately 42,400 BOE per day in May due in part to increased water handling volumes to 130,000 barrels of water per day at our SAARA water treatment plant. The company remains confident, it will deliver its full year average production guidance of 41,000 to 43,000 BOE per day. During the first quarter, the company drilled 13 development wells at our Quifa and CP6 blocks in Colombia and completed well workovers at 36 others. On the exploration front, our focus remain on the Lower Magdalen Valley and Llanos basins in Colombia during the first quarter. At the Cachicamo block, we finished drilling the Papilio-1 well and is currently producing approximately 130 BOE per day. And we also finished drilling The Greta Norte-1 well in February, which was deemed not commercial and the well will be blocked and abandoned. At the VIM-1 block, discussions with authorities and communities continue ahead of drilling the Hidra-1 well in the second half of this year. In addition, the company is also engaged in pre-seismic and pre-drilling activities related to social and environmental studies in the Llanos 99 and VIM-46 blocks. In Ecuador, at the Espejo block, the Espejo Sur-B3 well remains on long-term test and is producing 380 barrels per day gross. The company continues to evaluate development options. Given the current lower oil price environment and global market volatility, we remain focused on the things we can control. Our strategy ensures that we have a stronger, profitable and more resilient company. Frontera is proactive by identifying additional operational improvements, reducing capital spending and seeking greater cost and process efficiencies across our business, while delivering our production targets and optimizing cash flow generation. In our stand-alone and growing Colombian infrastructure business, which includes the company's interest in ODL, we generated adjusted infrastructure EBITDA of $28.6 million during the quarter. ODL transported over 236,000 barrels of oil per day and declared a $151 million dividend, $52.9 million net to Frontera, paying 50% of this amount in March 2025. These results highlight the strong cash generation capacity of our strategic infrastructure investments. At Puerto Bahia, we remain focused on starting up the Reficar connection project, with construction effectively complete. We aim to transport our first volumes through the connection in the third quarter of this year. Ongoing investment in the port, including the LPG JV with Gasco, Empresas Gasco are progressing as planned. Additionally, we are also reviewing new investment opportunities to leverage the port's strategic location, existing facilities and infrastructure build-out options for profitable long-term growth, such as potential LNG import facility. Regarding our Guyana exploration business, on March 13th of this year, the company and CGX announced the receipt of a communication from the government of Guyana, indicating that the government was terminating the petroleum agreement and canceling the PPL for the Corentyne block offshore Guyana. On March 26, 2025, Frontera sent a notice of intent to the government of Guyana, alleging breaches of the United Kingdom Guyana Bilateral Investment Treaty and the Guyana Investment Act by the Government of Guyana. The notice of intent initiated a 3-month period for consultations and negotiations between the parties to resolve the dispute amicably. The JV remains firmly on the view that its interest in the Corentyne block remains in place and in good standing. Should the parties not reach a mutually agreeable solution, the JV and its other stakeholders are prepared to assert their legal rights. After the end of this quarter, we signed a commitment letter for a $220 million nonrecourse secured financing supported by Frontera's indirect interest in ODL and expect to enter into definite agreements shortly. The recapitalization will allow us to distribute value to our investors, while maintaining the upside of this key asset in Colombia. I would now like to turn the call over to Rene Burgos, Frontera's CFO.

Thank you, Orlando, and thank you, Gabriel, and good afternoon, everybody. Thank you, as always, for your interest and support of the company. I'd like to take a moment to highlight a few key financial aspects of our quarterly results. For the first quarter, the company recorded net income of $27.5 million or $0.35 per share. The company's net income includes roughly $13.6 million of operating income and $15.1 million from share of income from associates, the ODL investment. These were offset primarily by approximately $26.6 million in deferred income tax expense and $17.3 million in finance expenses. Operating EBITDA for the quarter was approximately $83.5 million compared to $113 million in the prior quarter. This was primarily the result of lower sales volumes, partially offset by slightly higher Brent prices. I would like to take a moment to talk about our key per barrel indicators associated to our realized prices and cost. During the quarter, our weighted average Brent sales price was $74.35. During the quarter, the company also witnessed lower average differential on export sales of $4.38 as compared to $5.44 in the prior quarter and over $1 per barrel reduction. Looking ahead, we continue to see a healthy appetite for the company's crudes, seeing differentials for the company's barrels lower by over $2 from the Q1 levels versus crude net margin associated to our dilution and transportation programs was $3.71, higher than the $3.42 for the prior quarter. The quarter-over-quarter variance was a result of increased demand for diluent and fuel used for energy and lower volumes coming from our light and medium crude oil production. Taking a closer look into our operating costs, our production, energy and transportation cost per barrel for the quarter totaled $27.74. This compares to $24.30 for the prior quarter and $26.87 for Q1 2024. Increased quarter-over-quarter production cost was primarily a result of the impact of lower quarter-over-quarter production, as well as higher well intervention activities during the quarter. Energy costs also increased during the quarter, mainly related to carbon credit purchases, an important part of our ESG strategy of offsetting our carbon footprint and higher energy prices. Transportation costs had an increase as a result of increased tariffs for the Ocensa pipeline and truckings. On our infrastructure business, as Orlando highlighted, adjusted EBITDA for the quarter was $28.6 million. This compares to $27.5 million in the fourth quarter. The quarter-over-quarter increase was driven by positive results in the oil segment due to the pipeline tariff increase and lower cost during the quarter. ODL volumes transported were 236,000 barrels per day, consistent with the previous quarter volumes. With respect to our capital expenditures, total CapEx for the quarter was $46.7 million, lower than both Q4 2024 and Q1 2024 levels. Our CapEx included the drilling of 13 development wells in Quifa and CP6 and [indiscernible] 36 others, as well as 2 exploration wells in Colombia and the Cachicamo block, as discussed by Orlando. As of March 31, 2025, the company reported a total cash position of $199.8 million, including $170.1 million of unrestricted cash and cash equivalent. Turning now to risk management. Our current risk management strategy supports our operations and planning. Frontera uses derivative instruments to manage exposure to oil prices and FX volatility. On the oil side, the company has entered into hedges, successfully securing up to a 40% hedging ratio until June 2025 and a 20% hedging ratio for its July and August net production at a $70 Brent strike price, protecting against the drop in oil prices. Frontera has also covered 40% of the company's expected peso exposure until the third quarter of 2025 and 20% of its exposure through the fourth quarter with floors at over the COP 4,200 level. Both these hedges provide the company with cash flow visibility and help mitigate the impact of price fluctuation, while also allowing the business to deliver on its 2025 targets. With respect to our 2025 financial target, we would like to remind our investors that within our MD&A material, we provide a detailed breakdown of our guidance, including sensitivity to the impact of our operating EBITDA at different oil price scenarios. Turning over to our infrastructure strategic review, we would also like to highlight some of the details of the ODL interest recapitalization transaction. As Orlando alluded, the company has signed a commitment that Macquarie Group expects to raise $220 million in nonrecourse secured financing supported by the cash flows from Frontera's direct interest in ODL. As a result of the recapitalization, Frontera will receive approximately $115 million in proceeds and will exclude Puerto Bahia from the security package. As our Chairman highlighted, as we complete this first important step, the ODL recapitalization, the focus of Frontera to remain to surface the value of its infrastructure assets. Frontera remains open to considering all option, including a potential future separation of the infrastructure business and other strategic transaction, which could include a potential LNG import facility in Puerto Bahia. We would like to thank Goldman Sachs for their advice as the Board reviews these various alternatives. Finally, I'd like to take -- I'd like to provide an update on our investor value initiatives. Year-to-date in 2025, the company repurchased $1 million of its 2028 unsecured notes. As mentioned in our press release, Frontera has also paid approximately $7 million in dividends year-to-date. Together with this results announcement, the Board has declared a quarterly dividend of CAD 0.0625 per share payable to shareholders of record as of July 3, 2025, to be paid on or around July 17, 2025. Regarding the company's substantial issuer bids or SIBs, Frontera paid in January CAD 42 million in SIBs. The SIB was widely participated and successful with an over 90% participation rate. We also announced today and subject to the closing of the financing related to the ODL recapitalization, the intention to commence a new substantial issuer bid, through which the company will offer to purchase up to $65 million of its common shares for cancellation at a fixed price per share. The terms of the new SIB, including pricing will be determined in due course and the company [Technical Difficulty] that will be completed in July 2025. The SIB will not be conditional upon any minimum number of shares being tendered and will be subject to condition customary for transactions of this nature. Frontera continues to believe this format is the most efficient means to distribute capital to all of our shareholders and looks forward to the launching of this process in the next weeks. Additionally, we announced the launch of a cash tender and consent solicitation for 2028 senior notes. Frontera is offering to purchase up to $65 million of its notes. Along with the tender, the company launched a solicitation of consents to affect certain proposed amendments to the indenture governing the notes. The proposed -- the purpose of the tender offer and solicitation is to gain greater financial and operational flexibility, while simultaneously reducing the company's overall debt outstanding. Additionally, the company believes the proposed amendment shall permit the company to take certain actions previously limited by certain restrictions in the note indenture, including, but not limited to, allowing for additional restricted payments, including those related to unrestricted subsidiary, providing additional flexibility in managing working capital to support operational efficiency and financial resilience, increase the amount of per indebtedness and liens and reduce conditions and requirements limiting the company's ability to pursue strategic transactions that may enhance the issuers' growth and value, in each case without violating the provisions of the Note Indenture. The tender offer and solicitation will be subject to various conditions, including, without limitation, that the company shall have obtained debt financing on the terms and conditions and yielding net cash proceeds reasonably satisfactory to the company. Request for documentation of this transaction should be directed to the information and tender agent at the offer website, projects.sodali.com/frontera. Questions regarding the offer or the solicitation should be directed to the deal managers and solicitation agents, Citigroup or Itau. More information can be found in this morning's press release. I would like now -- I would like to now turn the call back to Orlando.

Thank you, Rene. Before I conclude today's call, I would like to highlight that on March 11 of this year, Frontera was once again recognized by Ethisphere as one of the world most ethical companies. This is the fifth consecutive year that the company has received this distinction from Ethisphere, a global wealth leader in defining and advancing the standards of ethical business practices. Additionally, we also released our 2024 sustainability report, which highlights the progress we have made over the last years against our sustainability goals as we work towards a culture of corporate consciousness that allow us to state that we are committed to developing a sustainability strategy throughout our business to drive operational efficiency. Notably, we successfully achieved 100% of our 2024 sustainability goals, which is a testament to unwavering commitment by all Frontera employees to responsibly manage our business. Thank you. With that, I would like to conclude by saying thank you to Gabriel and Rene for their comments, and thank you, everyone, for attending our call. I will now turn the call back to our operator, who will open up for questions.

Your first question comes from Peter Bowley from Jefferies.

Can you please clarify how much of ODL's annual dividend flow will be used or expected to be used to service this new debt being taken in the recapitalization given the new loans expected interest rate and amort profile?

Effectively, we are securitizing the flows from ODL to this financing. So all of the cash flows associated with the old dividend will be used to service that new recapitalization financing.

Your next question comes from Thomas Klamka from Gramercy.

Can you talk a little bit about the infrastructure recap plan? The original plan, I believe, was to sell the infrastructure assets and now you're doing this asset financing instead. Can you talk about the thought process that you took?

Look, I think that we -- through the Board, we conducted a very thorough and extensive process, as Gabriel said, with the support of the Goldman team. After a review of the different alternatives, we believe that the best course of action is to pursue this ODL recapitalization, which allowed us to receive the most amount of cash proceeds associated with the potential transactions that were available, while also retaining the equity upside of this business. I would like to point out that, the ODL pipeline is one of the hidden gems within the [indiscernible] pipeline portfolio. It sits in the Llanos Basin, which covers roughly 70% of all the current 1P reserves in country. And it's basically one of the main arteries together with Ocensa feeding the crude oil in the country. So we believe there remains substantial upside there, and we believe that with this transaction, we unlock a part of the value associated with the pipeline while retaining some of that upside. Similarly, now our focus turns into Puerto Bahia, and I think as both Gabriel and Orlando highlighted, our next step is to continue with those efforts of maximizing value. And we believe there are several strategic projects that are in the maturing stage and ones that are in the close to completion stage that will continue to unlock value and generate a lot of cash for the company and its investors. So our focus now turns to continue to maximizing that value. I don't know, Gabriel or Orlando, if you want to kind of add to that.

No. I mean the only thing I would add just to building on what Rene said is that we -- I mean, we remain absolutely open to consider all the opportunities, all opportunities to enhance shareholder value. So including a potential separation of the infrastructure business and other strategic transactions involving the infrastructure business, which could include this potential LNG project that we are reviewing for the country. So that would be my only add to what Rene said.

Okay. And the consent solicitation you're doing for the '28, is that needed in order to do this ODL financing? Or is that just to get additional flexibility away from this financing?

Both transactions are separate. I think that I would perhaps rephrase your question and answer differently, Tom, which is, we are listening to what investors wanted. Investors have asked us to repurchase debt with these flows, the company has the capacity to utilize this flow to pay dividend, but it has chosen to use this to distribute relatively equally to investors through an SIB, but also to a repurchase of debt. And in addition to that, we're seeking additional flexibility because we do believe that this is a unique opportunity for us to capture within the Colombian market, and we need to be thinking strategically at all time. So again, this is to -- to answer your question, no, completely unrelated, but it maintains our focus on maximizing value for all of our stakeholders.

Your next question comes from Josh Young from [ Bison ].

So just following up on the last question. I think it's great that you guys are doing the SIB and the tender for the bonds. It makes a lot of sense to me. The thing that I don't understand and I'm not sure you guys have effectively communicated is the logic around the unusual nature of the special issuer bids that you've done. I understand you might not be able to talk about the one you're about to do, but you can certainly answer questions on the ones that you did last year. The percent premium that was offered was extremely high relative to any other example we could find among Canadian issuers. And it would seem if you were trying to maximize the value for all stakeholders and shareholders that you would offer a lower premium and try to retire more shares via SIB rather than offering such an extreme premium on repeated SIBs and retire fewer shares. Could you explain the logic behind that? Trying to understand a little better what the logic is of intentionally retiring fewer shares and losing some of that potential accretion?

That's a good question, and the answer speaks for itself. The reality is that 90% plus of our shareholders participated. So when you think about it, even mathematically, everybody is getting the result. Our intention is to distribute the most amount of capital in the most efficient way. And you got to remember that there's also other consideration as capital is returned that what we're seeking to do is to make it in the most friendly less friction form. And we've identified the SIB to be the most friendly and attractive form to do it. And to entice people to participate in SIB, we found and to allow them to participate in SIBs of this size is to offer a high premium. And we are indifferent now as to a lower rate because ideally, what you want is every shareholder to participate. And I would call it a 90-plus percent approval, basically most shareholders -- all shareholders participating, significantly all of our shareholders are participating.

And then just as a follow-up on the bonds. Again, I think it's a great idea for you guys to do a mix of buying back bonds at a huge discount. Was there a limit to how many bonds you were allowed to buy in the open market given the very large discount they were trading at until this announcement? Or what's the logic on doing a tender for more rather than continuing to buy maybe a little more aggressively the bonds in the market?

Sorry, Josh, I didn't quite understand the question, but let me see if I can try and answer. Because of the formal public nature of this, there are certain limits of how you can hypothetically buy. But as to this one particular transaction, we're within those limit. And we believe this is an appropriate way for us to get everybody to participate and for us to be able to get -- give the opportunity to every bondholder to participate rather than doing a piecemeal. What we try to also do a piecemeal, which I know has been a frustration for some of the investors is, we've struggled with the liquidity and the inability to purchase more because of that lack of liquidity. So all this to say, we believe this is the appropriate venue to or form for us to offer a tender for investors. And second, when we thought about the amount and the rationale, again, we -- like I said to Tom, we heard investors loud and clear. Investors wanted us to allocate some of the portions of some of our strategic initiatives to investors that are bondholders as well. So this is a call to that action.

Your next question comes from Diego, I'm sorry, he withdrew his question. Your next question comes from [ Prit Sridhar ] from [ Kayuz ] Capital.

I just had a question around, I guess, the range of valuations that you were seeing from the Goldman process for the ODL pipeline. I guess you probably can't give hard numbers, but I would be curious to see how far off the like bids were versus this refinancing option.

I will tell you this transaction is a transaction that pays us the most and retains the most value as it relates to the ODL asset.

[Operator Instructions] There are no further questions at this time. Should you have any further questions, please e-mail [email protected]. This concludes the call for today. Thank you all for participating.

Thank you.

Thank you.