Aav 2011 Afs
Aav 2011 Afs
C Financial Sttatements
Ma
anagement’s
s Responsibiility for Finan
ncial Stateme
ents
Thhe Managementt of Advantagee Oil & Gas Ltd. L (the “Corp poration”) is rresponsible forr the preparatio
on and presenttation of the
connsolidated finan
ncial statementts together with h all operationaal and other finnancial inform
mation containedd in the annuaal report. The
con ncial statements have been preepared by Manaagement in accoordance with Innternational Fin
nsolidated finan nancial Reportiing Standards
as issued by the International Accounting
A Staandards Board and utilize thee best estimatees and careful jjudgments of M Management,
whhere appropriatte. Operationall and other fin nancial informaation containedd throughout tthe annual rep port is consisteent with that
pro
ovided in the coonsolidated finaancial statemennts.
Maanagement has developed and maintains a system of internaal controls desiggned to providee reasonable asssurance that alll transactions
aree accurately and reliably recorded, that the consolidated financial
f statem
ments accuratelyly report the CCorporation’s ooperating and
fin
nancial results within
w n presented is accurate, and
acceptable limits of matteriality, that alll other operatioonal and financcial information
thaat the Corporation’s assets are properly safeguuarded.
Thhe Audit Comm mittee, compriseed of non-manaagement directo ors, acts on behhalf of the Boarrd of Directors to ensure that Management
fullfills its financial reporting an nd internal conntrol responsibiilities. The Auddit Committee is responsible for meeting rregularly with
Maanagement, the external audito ors, and the intternal auditors to discuss inteernal controls oover financial reeporting processes, auditing
maatters and various aspects off financial reporting. The Audit Committeee reviewed thhe consolidatedd financial stattements with
Maanagement and the external au uditors, and reccommended app proval to the BBoard of Directtors. The Boardd of Directors h has approved
theese consolidated d financial stateements.
PriicewaterhouseCCoopers LLP, ana independent firm of Charteered Accountannts, appointed bby the sharehollders as the extternal auditor
of the Corporatioon, has audited the consolidatted statement of
o financial possition as at Deccember 31, 20111, December 31, 2010 and
Jan t consolidateed statement off comprehensivve income (losss), changes in shhareholders’ eqquity and cash flows for the
nuary 1, 2010, the
yeaars ended December 31, 20111 and 2010. The T external auuditors conduccted their auditts in accordance with Canaddian generally
acccepted auditing standards and have unlimited
d and unrestricted access to thee Audit Commmittee.
An
ndy J. Mah Kelly
K I. Drader
Preesident and CE
EO CFO
C
Maarch 23, 2012
An
ndy J. Mah Kelly
K I. Drader
Preesident and CE
EO CFO
C
Maarch 23, 2012
We have completed an integrated audit of Advantage Oil & Gas Ltd.’s 2011 consolidated financial statements and its
internal control over financial reporting as at December 31, 2011 and an audit of its 2010 consolidated financial
statements. Our opinions, based on our audits, are presented below.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We
conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an
audit to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement. Canadian generally accepted auditing standards require that we comply with ethical requirements.
An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures
in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation
and fair presentation of the consolidated financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and
policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
Advantage Oil & Gas Ltd. as at December 31, 2011, December 31, 2010, and January 1, 2010 and its financial
performance and its cash flows for the years ended December 31, 2011 and 2010 in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board.
Auditor’s responsibility
Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our
audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects.
An audit of internal control over financial reporting includes obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider
necessary in the circumstances.
We believe that our audit provides a reasonable basis for our audit opinion on the company’s internal control over
financial reporting.
Oppinion
In our opinion, Advantage Oil
O & Gas Ltd. maintained, in i all materiaal respects, efffective internal control oveer financial
rep
porting as at December
D 31,, 2011 based on
o criteria esttablished in In
nternal Contrrol - Integrateed Framework k issued by
CO
OSO.
Ch
hartered Ac ccountants
Ca
algary, Albe erta
Maarch 23, 2012
2
(th
housands of Canadian dollars) Notes December 3
31, 2011 Decem
mber 31, 2010 J
January 1, 2010
(n
note 25) (note 25)
AS
SSETS
Cu
urrent assets
Traade and other receeivables 7 $ 42,344 $ 42,276 $ 54,531
Preepaid expenses an
nd deposits 6,045 6,488 9,936
Deerivative asset 6 - 25,157 30,829
To
otal current assets 48,389 73,921 95,296
No
on-current assetss
Deerivative asset 6 - - 323
Ex
xploration and evaaluation assets 8 7,730 8,262 6,923
operty, plant and equipment
Pro 9 1,8
877,287 1,883,762 1,824,699
Deeferred income tax
x asset 22 39,383 - -
To
otal non-current asssets 1,9924,400 1,892,024 1,831,945
To
otal assets $ 1,9972,789 $ 1,965,945 $ 1,927,241
LIABILITIES
Cu
urrent liabilities
Traade and other accrrued liabilities $ 1
138,119 $ 112,457 $ 113,062
Caapital lease obligatiions - 759 1,375
Co
onvertible debentu
ures 12 - 62,013 69,927
Deerivative liability 6 2,738 2,367 12,755
Otther liability 14 908 - -
To
otal current liabilitiies 1141,765 177,596 197,119
To
otal liabilities 7733,858 753,632 773,599
SH
HAREHOLDER
RS' EQUITY
Sh are capital 15 2,2
214,784 2,199,491 2,190,409
Co
onvertible debentu
ures equity compo
onent 12 8,348 8,348 8,348
Co
ontributed surpluss 5 71,762 14,783 6,114
Deeficit (1,1163,081) (1,010,309) (1,051,229)
To
otal shareholders' equity
e attributablee to Advantage sh
hareholders 1,,131,813 1,212,313 1,153,642
No
on-controlling interest 1
107,118 - -
To
otal shareholders' equity
e 238,931
1,2 1,212,313 1,153,642
To
otal liabilities and shareholders'
s equiity $ 1,9972,789 $ 1,965,945 $ 1,927,241
Co
ommitments (note 24)
Seee accompanying Notes
N to the Conso
olidated Financial Statements
On behalf of the Boarrd of Directors of Advantage
A Oil & Gas
G Ltd.:
Total
shareholders'
Convertible equity
debentures attributable to Non- Total
equity Contributed Advantage controlling shareholders'
(thousands of Canadian dollars) Notes Share capital component surplus Deficit shareholders interest equity
Balance, January 1, 2011 $ 2,199,491 $ 8,348 $ 14,783 $ (1,010,309) $ 1,212,313 $ - $ 1,212,313
Net income (loss) and comprehensive income
(loss) - - - (152,772) (152,772) 7,363 (145,409)
Share based compensation 15, 16 15,293 - (770) - 14,523 - 14,523
Common control transaction and change in
ownership interest 5 - - 57,749 - 57,749 106,093 163,842
Change in ownership interest, share based
compensation - - - - - 577 577
Dividends declared by Longview ($0.40 per
Longview share) - - - - - (6,915) (6,915)
Balance, December 31, 2011 $ 2,214,784 $ 8,348 $ 71,762 $ (1,163,081) $ 1,131,813 $ 107,118 $ 1,238,931
Financing Activities
Proceeds from Longview financing 5 160,757 -
Increase (decrease) in bank indebtedness 11 (56,754) 40,395
Convertible debenture maturities 12 (62,294) (69,927)
Dividends paid by Longview (6,050) -
Reduction of capital lease obligations (68) (1,375)
Convertible debenture issue costs - (310)
Interest paid (20,076) (21,532)
Cash provided by (used in) financing activities 15,515 (52,749)
Investing Activities
Expenditures on property, plant and equipment 9 (231,789) (237,702)
Expenditures on exploration and evaluation assets 8 (3,006) (2,091)
Property dispositions 1,099 69,676
Cash used in investing activities (233,696) (170,117)
Net change in cash - -
Cash, beginning of year - -
Cash, end of year $ - $ -
2. Basis of preparation
(a) Statement of compliance
The Corporation prepares its financial statements in accordance with Canadian generally accepted accounting principles
as defined in the Handbook of the Canadian Institute of Chartered Accountants (“CICA Handbook”). In 2010, the
CICA Handbook was revised to incorporate International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board and to require publicly accountable enterprises to apply these standards
effective for years beginning on or after January 1, 2011. Accordingly, these consolidated financial statements are
Advantage’s first annual audited consolidated financial statements to be prepared and issued under IFRS.
The consolidated financial statements are prepared in compliance with IFRS. The comparative figures for 2010 and
Advantage’s financial position as at January 1, 2010 have been restated from previous Canadian Generally Accepted
Accounting Principles (“Previous GAAP”) to IFRS. The reconciliations to IFRS from Previous GAAP are summarized
in note 25 and disclose the impact of the transition to IFRS on the Corporation's reported financial position and
financial performance, including the nature and effect of significant changes in accounting policies from those used in
the Corporation’s consolidated financial statements for the year ended December 31, 2010. Subject to certain transition
elections disclosed in note 25, the Corporation has consistently applied the same accounting policies in its opening
IFRS statement of financial position at January 1, 2010 and throughout all periods presented, as if these policies had
always been in effect.
The accounting policies applied in these financial statements are based on IFRS issued and outstanding as of March 23,
2012, the date the Board of Directors approved the statements.
(b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis, except as detailed in the
Corporation’s accounting policies in note 3.
The methods used to measure fair values of derivative instruments are discussed in note 6.
(c) Functional and presentation currency
These consolidated financial statements are presented in Canadian dollars, which is the Corporation’s functional
currency.
(d) Basis of consolidation
These consolidated financial statements include the accounts of the Corporation and all subsidiaries over which it has
control, including Longview Oil Corp. (“Longview”), a public Canadian corporation of which Advantage owns 63%,
and remaining ownership is disclosed as non-controlling interest. All inter-corporate balances, income and expenses
resulting from inter-corporate transactions are eliminated.
The accounting policies set out below have been applied consistently to all years presented in these financial statements, and
have been applied consistently by the Corporation.
(a) Cash and cash equivalents
Cash consists of balances held with banks, and other short-term highly liquid investments with original maturities of
three months or less from inception.
(b) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Corporation. Control exists when the Corporation has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing
control, potential voting rights that currently are exercisable are taken into account. The financial statements
of subsidiaries are included in the consolidated financial statements from the date that control commences
until the date that control ceases.
(ii) Non-controlling interests
The Corporation treats transactions with non-controlling interests as transactions with equity owners of the
Corporation. For purchases of shares from non-controlling interests, the difference between any
consideration paid and the relevant ownership acquired of the carrying value of net assets of the subsidiary is
recorded in equity. Gains or losses on disposals of shares to non-controlling interests are also recorded in
equity, unless the disposal results in the Corporation’s loss of control of the subsidiary, in which case the gain
or loss is recognized in net income and comprehensive income.
(iii) Joint interests
A significant portion of the Corporation’s oil and natural gas activities involve jointly controlled assets. The
consolidated financial statements include the Corporation’s share of these jointly controlled assets and a
proportionate share of the relevant revenue and related costs.
(c) Financial instruments
All financial instruments are initially recognized at fair value on the Statement of Financial Position. Measurement of
financial instruments subsequent to the initial recognition, as well as resulting gains and losses, is based on how each
financial instrument was initially classified. The Corporation has classified each identified financial instrument into the
following categories: fair value through profit or loss, loans and receivables, held to maturity investments, available for
sale financial assets, and financial liabilities at amortized cost. Fair value through profit or loss financial instruments are
measured at fair value with gains and losses recognized in income immediately. Available for sale financial assets are
measured at fair value with gains and losses, other than impairment losses, recognized in other comprehensive income
and transferred to income when the asset is derecognized. Loans and receivables, held to maturity investments and
financial liabilities at amortized cost, are recognized at amortized cost using the effective interest method and
impairment losses are recorded in income when incurred.
Derivative instruments executed by the Corporation to manage market risk associated with volatile commodity prices
are classified as fair value through profit or loss and recorded on the Statement of Financial Position at fair value as
derivative assets and liabilities. Gains and losses on these instruments are recorded as gains and losses on derivatives in
the Statement of Comprehensive Income (Loss) in the period they occur. Gains and losses on derivative instruments
are comprised of cash receipts and payments associated with periodic settlement that occurs over the life of the
instrument, and non-cash gains and losses associated with changes in the fair values of the instruments, which are
remeasured at each reporting date and recorded on the Statement of Financial Position.
(d) Property, plant and equipment and exploration and evaluation assets
(i) Recognition and measurement
a) Exploration and evaluation costs
Pre-license costs are recognized in the Statement of Comprehensive Income (Loss) as incurred.
All exploratory costs incurred subsequent to acquiring the right to explore for oil and natural gas and before
technical feasibility and commercial viability of the area have been established are capitalized. Such costs can
typically include costs to acquire land rights, geological and geophysical costs, decommissioning costs, and
exploration well costs.
Exploration and evaluation costs are not depreciated and are accumulated in cost centers by well, field or
exploration area and carried forward pending determination of technical feasibility and commercial viability.
The technical feasibility and commercial viability of extracting a mineral resource from exploration and
evaluation assets is considered to be generally determinable when proved and probable reserves are
determined to exist. Upon determination of proved and probable reserves, exploration and evaluation assets
attributable to those reserves are first tested for impairment and then reclassified from exploration and
evaluation assets to development and production assets, net of any impairment loss.
Management reviews and assesses exploration and evaluation assets to determine if technical feasibility and
commercial viability exist. If Management decides not to continue the exploration and evaluation activity, the
unrecoverable costs are charged to exploration and evaluation expense in the period in which the
determination occurs.
b) Development and production costs
Items of property, plant and equipment, which include oil and gas development and production assets, are
measured at cost less accumulated depreciation and accumulated impairment losses. Costs include lease
acquisition, drilling and completion, production facilities, decommissioning costs, geological and geophysical
costs and directly attributable general and administrative costs related to development and production
activities, net of any government incentive programs.
When significant parts of an item of property, plant and equipment, including oil and natural gas interests,
have different useful lives, they are accounted for as separate items (major components).
IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS
standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to
transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes
disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is
dispersed among the specific standards requiring fair value measurement and in many cases does not reflect a clear
measurement basis or consistent disclosures. This standard is not applicable until January 1, 2013.
IAS 28 – Investments in Associates and Joint Ventures
IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 to 13.
Judgments
In the process of applying the Corporation’s accounting policies, management has made the following judgments, apart
from those involving estimates, which may have the most significant effect on the amounts recognized in the consolidated
financial statements.
Oil and gas properties are depreciated using the UOP method over proved plus probable reserves. The calculation of
the UOP rate of depreciation could be impacted to the extent that actual production in the future is different from
current forecast production based on proved plus probable reserves (note 9).
At each reporting date, Advantage assesses whether or not there are circumstances that indicate a possibility that the
carrying values of exploration and evaluation assets and property, plant and equipment are not recoverable, or impaired.
Such circumstances include incidents of physical damage, deterioration of commodity prices, changes in the regulatory
environment, or a reduction in estimates of proved and probable reserves.
When management judges that circumstances indicate potential impairment, property, plant and equipment are tested
for impairment by comparing the carrying values to their recoverable amounts. The recoverable amounts of cash
generating units are determined based on the higher of value-in-use calculations and fair values less costs to sell. These
calculations require the use of estimates and assumptions, that are subject to change as new information becomes
available including information on future commodity prices, expected production volumes, quantities of reserves,
discount rates, future development costs and operating costs (note 8 & 9).
Decommissioning costs will be incurred by the Corporation at the end of the operating life of some of the
Corporation’s facilities and properties. The ultimate decommissioning liability is uncertain and can vary in response to
many factors including changes to relevant legal requirements, the emergence of new restoration techniques, experience
at other production sites, or changes in the risk-free discount rate. The expected timing and amount of expenditure can
also change in response to changes in reserves or changes in laws and regulations or their interpretation. As a result,
there could be significant adjustments to the provisions established which would affect future financial results.
The Corporation recognizes deferred income tax assets to the extent that it is probable that taxable profit will be
available to allow the benefit of that deferred income tax asset to be utilized. Assessing the recoverability of deferred
income tax assets requires the Corporation to make significant estimates related to expectations of future taxable
income. Estimates of future taxable income are based on forecast cash flows from operations and the application of
existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability
of the Corporation to realize the deferred income tax assets recorded at the reporting date could be impacted.
Additionally, future changes in tax laws in the jurisdictions in which the Corporation operates could limit the ability of
the Corporation to obtain tax deductions in future periods.
(h) Contingencies
By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The
assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of
future events.
Trade and other receivables, deposits, and derivative assets are subject to credit risk exposure and the carrying values
reflect Management’s assessment of the associated maximum exposure to such credit risk. Advantage mitigates such
credit risk by closely monitoring significant counterparties and dealing with a broad selection of partners that diversify
risk within the sector. The Corporation’s deposits are primarily due from the Alberta Provincial government and are
viewed by Management as having minimal associated credit risk. To the extent that Advantage enters derivatives to
manage commodity price risk, it may be subject to credit risk associated with counterparties with which it contracts.
Credit risk is mitigated by entering into contracts with only stable, creditworthy parties and through frequent reviews of
exposures to individual entities. In addition, the Corporation only enters into derivative contracts with major banks and
international energy firms to further mitigate associated credit risk.
Substantially all of the Corporation’s trade and other receivables are due from customers and joint operation partners
concentrated in the Canadian oil and gas industry. As such, trade and other receivables are subject to normal industry
credit risks. As at December 31, 2011, $0.5 million or 1.2% of trade and other receivables are outstanding for 90 days
or more (December 31, 2010 - $2.3 million or 5.4% of trade and other receivables). The Corporation believes the entire
balance is collectible, and in some instances has the ability to mitigate risk through withholding production or offsetting
payables with the same parties. Management has not provided an allowance for doubtful accounts at December 31,
2011 (December 31, 2010 - $0.2 million).
The Corporation’s most significant customer, a Canadian oil and natural gas marketer, accounts for $12.3 million of the
trade and other receivables at December 31, 2011 (December 31, 2010 - $12.1 million).
As at December 31, 2011, the Corporation had the following derivatives in place:
As at December 31, 2010 the Corporation had the following derivatives in place:
For the year ended December 31, 2011, $0.5 million was recognized in net loss as a derivative gain (December 31, 2010
- $50.5 million derivative gain). The table below summarizes the realized and unrealized gains (losses) on derivatives.
Year ended Year ended
December 31, 2011 December 31, 2010
Realized gains on derivatives $ 25,826 $ 45,133
Unrealized gains (losses) on derivatives (25,351) 5,381
$ 475 $ 50,514
The fair value of the commodity risk management derivatives have been allocated to current and non-current assets and
liabilities on the basis of expected timing of cash settlement and the applicable counterparties.
(d) 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
interest charged on the outstanding bank indebtedness fluctuates with the interest rates posted by the lenders. The
Corporation is exposed to interest rate risk and has not entered into any mitigating interest rate hedges or swaps. Had
the borrowing rate been different by 100 basis points throughout the year ended December 31, 2011, net income (loss)
and comprehensive income (loss) would have changed by $2.2 million (December 31, 2010 - $1.9 million) based on the
average debt balance outstanding during the year.
(1) Working capital deficit is a non-GAAP measure that includes trade and other receivables, prepaid expenses and deposits, trade and other
accrued liabilities, the current portion of capital lease obligations, and current portion of other liability.
(2) Market capitalization is a non-GAAP measure calculated by multiplying shares outstanding by the closing market share price on the applicable
date.
The Corporation’s bank indebtedness is governed by credit facility agreements for $475 million (note 11) that contains
standard commercial covenants for facilities of this nature. The only financial covenant is a requirement for Advantage
to maintain a minimum cash flow to interest expense ratio of 3.5:1, determined on a rolling four quarter basis. The
Corporation is in compliance with all credit facility covenants. As well, the borrowing base for the Corporation’s credit
facilities is determined through utilizing Advantage’s regular reserve estimates. The banking syndicate thoroughly
evaluates the reserve estimates based upon their own commodity price expectations to determine the amount of the
borrowing base. Revision or changes in the reserve estimates and commodity prices can have either a positive or a
negative impact on the borrowing base of the Corporation.
Management of the Corporation’s capital structure is facilitated through its financial and operational forecasting
processes. The forecast of the Corporation’s future cash flows is based on estimates of production, commodity prices,
forecast capital and operating expenditures, and other investing and financing activities. The forecast is regularly
updated based on new commodity prices and other changes, which the Corporation views as critical in the current
environment. Selected forecast information is frequently provided to the Board of Directors.
The Corporation’s capital management objectives, policies and processes have remained unchanged during the years
ended December 31, 2011 and 2010.
There were no indicators of impairment of exploration and evaluation assets during the years ended December 31, 2011 and
2010.
During the year ended December 31, 2011, Advantage capitalized general and administrative expenditures directly related to
development activities of $7.6 million (December 31, 2010 - $8.9 million).
Advantage included future development costs of $1.7 billion (December 31, 2010 – $1.6 billion) in property, plant and
equipment costs subject to depreciation.
(1)
Escalation of 1.5% thereafter
The impairment of oil and gas properties recognized in the year ended December 31, 2011 relates to natural gas producing
assets in West and East Alberta. The decline in the price of natural gas was considered to be an indicator of impairment.
The impairment of oil and gas properties recognized in the year ended December 31, 2010 related to a West Alberta oil cash
generating unit, that was subject to negative reserve revisions at year end.
(1) Represents the grant date fair value of Restricted Shares granted under the RSPIP for the respective years.
The Corporation has credit facilities (the "Credit Facilities") of $475 million, comprised of $275 million held by Advantage
and $200 million held by Longview. The Credit Facilities are comprised of $40 million extendible revolving operating loan
facilities from one financial institution and $435 million of extendible revolving loan facilities from a syndicate of financial
institutions. Amounts borrowed under the Credit Facilities bear interest at a floating rate based on the applicable Canadian
prime rate, US base rate, LIBOR rate or bankers' acceptance rate plus between 1.00% and 3.50% depending on the type of
borrowing and the Corporations’ debt to cash flow ratio. The Credit Facilities are each collateralized by a $1 billion floating
charge demand debenture covering all assets. The amounts available to the Corporation from time to time under the Credit
Facilities are based upon the borrowing base determined semi-annually by the lenders. The revolving period for the Credit
Facilities will end in April and June 2012 unless extended at the option of the syndicate for a further 364 day period. If the
Credit Facilities are not extended, they will convert to non-revolving term facilities due 365 days after the last day of the
revolving period. The Credit Facilities prohibit the Corporation from entering into any derivative contract where the term of
such contract exceeds three years. Further, the aggregate of such contracts cannot hedge greater than 60% of total estimated
petroleum and natural gas production over two years and 50% over the third year, in each respective legal entity. The Credit
Facilities contain standard commercial covenants for credit facilities of this nature. The only financial covenant is a
requirement for each entity to maintain a minimum cash flow to interest expense ratio of 3.5:1, determined on a rolling four-
quarter basis. These covenants were met at December 31, 2011, December 31, 2010, and January 1, 2010. Breach of any
covenant will result in an event of default in which case the Corporation has 20 days to remedy such default. If the default is
not remedied or waived, and if required by the lenders, the administrative agent of the lenders has the option to declare all
obligations under the credit facilities to be immediately due and payable without further demand, presentation, protest, days
of grace, or notice of any kind. Interest payments under the debentures are subordinated to the repayment of any amounts
owing under the Credit Facilities and are not permitted if the Corporation is in default of such Credit Facilities or if the
amount of outstanding indebtedness under such facilities exceeds the then existing current borrowing base. For the year
ended December 31, 2011, the average effective interest rate on the outstanding amounts under the facility was
approximately 5.3% (December 31, 2010 – 5.0%). Advantage also has issued letters of credit totaling $8.8 million at
December 31, 2011 (December 31, 2010 – $2.9 million).
The convertible debentures are redeemable prior to their maturity dates, at the option of the Corporation, upon providing
appropriate advance notification as per the debenture indentures. The redemption prices for the various debentures, plus
accrued and unpaid interest, is dependent on the redemption periods and are as follows:
Convertible Redemption
Debenture Redemption Periods Price
6.50% 7.75%
Trading symbol AAV.DBE AAV.DBD
Debentures outstanding $ - $ -
Liability component:
Balance at January 1, 2010 $ 69,927 $ 46,176
Accretion of discount - 309
Matured (69,927) -
Balance at December 31, 2010 - 46,485
Accretion of discount - 281
Matured - (46,766)
Balance at December 31, 2011 $ - $ -
Equity component:
Balance at January 1, 2010 $ - $ 8,348 $ 8,348
Balance at December 31, 2010 $ - $ 8,348 $ 8,348
Balance at December 31, 2011 $ - $ 8,348 $ 8,348
The principal amount of 7.75% convertible debentures matured on December 1, 2011, and was settled with $46.8 million in
cash. The principal amount of 8.00% convertible debentures matured on December 31, 2011, and was settled with $15.5
million in cash. The principal amount of 6.50% convertible debentures matured on June 30, 2010 and was settled with
$69.9 million in cash. There were no conversions of convertible debentures during the years ended December 31, 2011 and
2010.
The following table summarizes information about restricted shares outstanding at December 31, 2011:
Weighted
Number of Average Fair
Restricted Value at
Date Granted Shares Grant Date
September 2, 2009 344,353 $5.80
January 12, 2010 247,439 $7.27
April 12, 2010 314,232 $6.97
July 12, 2010 257,010 $6.53
January 12, 2011 43,955 $6.95
April 11, 2011 539,263 $8.28
July 12, 2011 371,458 $7.15
Total 2,117,710
During the year ended December 31, 2011, the Corporation recognized share based compensation of $15.1 million
(December 31, 2010 - $19.9 million), of which $2.8 million (December 31, 2010 - $3.9 million) was capitalized to property,
plant and equipment, and $12.3 million (December 31, 2010 - $16.0 million) was recorded as an expense in the Statement of
Income (Loss) and Comprehensive Income (Loss).
The calculations of basic and diluted net income (loss) per share are derived from both net income (loss) attributable to
Advantage common shareholders and weighted average shares outstanding, calculated as follows:
The calculation of diluted net income (loss) per share for the years ended December 31, 2011 and 2010 excludes convertible
debentures, as their impact would be anti-dilutive. Total weighted average shares issuable in exchange for the series of
convertible debentures excluded from the diluted net income (loss) per share calculation for the year ended December 31,
2011 was 12,828,588 (year ended December 31, 2010 – 14,401,412 shares). As at December 31, 2011, the total convertible
debentures outstanding were immediately convertible to 10,029,070 shares (December 31, 2010 – 13,019,819 shares).
Restricted shares have been excluded from the calculation of diluted net loss per share for the year ended December 31,
2011, as the impact would have been anti-dilutive. Total weighted average shares issuable in exchange for the restricted
shares and excluded from the diluted net loss per share calculation for the year ended December 31, 2011 was 1,192,566
shares.
The provision for income taxes varies from the amount that would be computed by applying the combined federal and
provincial income tax rates for the following reasons:
Year ended Year ended
December 31, 2011 December 31, 2010
Income (loss) before taxes and non-controlling interest $ (192,216) $ 59,036
Combined federal and provincial income tax rates 26.57% 28.17%
Expected income tax expense (recovery) (51,072) 16,630
Increase (decrease) in income taxes resulting from:
Non-deductible share based compensation 4,031 5,162
Difference between current and expected tax rates 234 (3,676)
$ (46,807) $ 18,116
Effective tax rate 24.35% 30.69%
The Canadian combined statutory tax rates decreased from 28.17% in 2010 to 26.57% in 2011 as a result of legislation
enacted in 2007.
The movement in deferred income tax liabilities and assets without taking into consideration the offsetting of balances
within the same tax jurisdiction is as follows:
Property, plant and Derivative
Deferred income tax liability equipment asset/liability Total
Balance at January 1, 2010 $ 194,515 $ 4,867 $ 199,382
Charged (credited) to income 47,597 1,166 48,763
Balance at December 31, 2010 242,112 6,033 248,145
Charged (credited) to income (3,771) (6,737) (10,508)
Balance at December 31, 2011 $ 238,341 $ (704) $ 237,637
Decommissioning Non-capital
Deferred income tax asset liability losses Other Total
Balance at January 1, 2010 $ (42,910) $ (127,941) $ (6,416) $ (177,267)
Charged (credited) to income (581) (31,417) 1,351 (30,647)
Balance at December 31, 2010 (43,491) (159,358) (5,065) (207,914)
Charged (credited) to income (20,444) (15,970) 115 (36,299)
Charged (credited) to equity - (1,091) (1,993) (3,084)
Balance at December 31, 2011 $ (63,935) $ (176,419) $ (6,943) $ (247,297)
The net deferred income tax asset is expected to reverse within 12 months.
The estimated tax pools available at December 31, 2011 are as follows:
Longview Advantage Total
Canadian development expenses $ 35,402 $ 105,300 $ 140,702
Canadian exploration expenses - 70,761 70,761
Canadian oil and gas property expenses 366,793 - 366,793
Non-capital losses 72,582 631,660 704,242
Undepreciated capital cost 76,362 271,190 347,552
Other 7,911 5,951 13,862
$ 559,050 $ 1,084,862 $ 1,643,912
The non-capital loss carry forward balances above expire no earlier than 2023.
24. Commitments
Advantage has several lease commitments relating to office buildings and transportation. The estimated remaining annual
minimum operating lease payments are as follows, of which $0.9 million is recognized in other liability (note 14):
Reconciliations to IFRS from Previous GAAP financial statements including the impact of the transitioning on the
Corporation’s reported financial position and financial performance, including the nature and effect of significant changes in
accounting policies are summarized as follows.
Effect of
Previous Transition IFRS
(thousands of Canadian dollars) Notes GAAP to IFRS Reclassifications IFRS
ASSETS
Current assets
Trade and other receivables $ 54,531 $ - $ - $ 54,531
Prepaid expenses and deposits 9,936 - - 9,936
Derivative asset 30,829 - - 30,829
Total current assets 95,296 - - 95,296
Non-current assets
Derivative asset 323 - - 323
Exploration and evaluation assets 2 - - 6,923 6,923
Property, plant and equipment 2 1,831,622 - (6,923) 1,824,699
Total non-current assets 1,831,945 - - 1,831,945
LIABILITIES
Current liabilities
Trade and other accrued liabilities 6 $ 111,901 $ - $ 1,161 $ 113,062
Capital lease obligations 1,375 - - 1,375
Convertible debentures 4 69,553 374 - 69,927
Derivative liability 12,755 - - 12,755
Deferred income tax liability 5 4,704 - (4,704) -
Total current liabilities 200,288 374 (3,543) 197,119
Non-current liabilities
Derivative liability 1,165 - - 1,165
Capital lease obligations 759 - - 759
Bank indebtedness 247,784 - - 247,784
Convertible debentures 4 130,658 903 - 131,561
Decommissioning liability 3 68,555 101,110 - 169,665
Deferred income tax liability 5 38,796 (21,385) 4,704 22,115
Other liability 3,431 - - 3,431
Total non-current liabilities 491,148 80,628 4,704 576,480
SHAREHOLDERS' EQUITY
Share capital 2,190,409 - - 2,190,409
Convertible debentures equity component 4 18,867 (10,519) - 8,348
Contributed surplus 6 7,275 - (1,161) 6,114
Deficit (980,746) (70,483) - (1,051,229)
Total shareholders' equity 1,235,805 (81,002) (1,161) 1,153,642
Total liabilities and shareholders' equity $ 1,927,241 $ - $ - $ 1,927,241
Effect of
Previous Transition IFRS
(thousands of Canadian dollars) Notes GAAP to IFRS Reclassifiications IFRS
ASSETS
Current assets
Trade and other receivables $ 42,276 $ - $ - $ 42,276
Prepaid expenses and deposits 6,488 - - 6,488
Derivative asset 25,157 - - 25,157
Total current assets 73,921 - - 73,921
Non-current assets
Exploration and evaluation assets 2 - - 8,262 8,262
Property, plant and equipment 1, 2, 3 1,768,650 123,374 (8,262) 1,883,762
Total non-current assets 1,768,650 123,374 - 1,892,024
LIABILITIES
Current liabilities
Trade and other accrued liabilities $ 112,457 $ - $ - $ 112,457
Capital lease obligations 759 - - 759
Convertible debentures 4 61,570 443 - 62,013
Derivative liability 2,367 - - 2,367
Deferred income tax liability 5 5,876 - (5,876) -
Total current liabilities 183,029 443 (5,876) 177,596
Non-current liabilities
Derivative liability 177 - - 177
Bank indebtedness 288,852 - - 288,852
Convertible debentures 72,811 - - 72,811
Decommissioning liability 3 58,281 113,849 - 172,130
Deferred income tax liability 5 29,399 4,956 5,876 40,231
Other liability 1,835 - - 1,835
Total non-current liabilities 451,355 118,805 5,876 576,036
SHAREHOLDERS' EQUITY
Share capital 2,199,491 - - 2,199,491
Convertible debentures equity component 4 15,896 (7,548) - 8,348
Contributed surplus 4 17,754 (2,971) - 14,783
Deficit (1,024,954) 14,645 - (1,010,309)
Total shareholders' equity 1,208,187 4,126 - 1,212,313
Total liabilities and shareholders' equity $ 1,842,571 $ 123,374 $ - $ 1,965,945
Effect of
Previous Transition IFRS
(thousands of Canadian dollars) Notes GAAP to IFRS Reclassifications IFRS
b. Depreciation expense
Under Previous GAAP, depletion and depreciation was calculated on a unit-of-production basis for oil and gas
properties using proved reserves, on a cost center basis that was defined as a country. Under IFRS, depreciation is
calculated based on proved and probable reserves over individual components resulting in a decrease in
depreciation expense and increase in the carrying value of property, plant and equipment.
c. Capitalization
During the transition to IFRS, revisions and refinements were made to capitalization. As a result, certain
expenditures incurred in 2010 were expensed as operating expense and general and administrative expense.
d. Impairment
At December 31, 2010 an impairment loss was recognized associated with a cash generating unit located in West
Central Alberta that was subject to negative reserve revisions at year end. The cash generating unit was written
down to fair value less costs to sell, determined on a discounted cash flow model, using a discount rate of 10%.
7. Finance expense
Under Previous GAAP, accretion of decommissioning liability was included in the amount presented as depreciation of
property, plant and equipment on the Statement of Income and Comprehensive Income. Under IFRS, accretion of
decommissioning liability has been reclassified and is included in finance expense.
8. Royalties
Under Previous GAAP, current taxes included Saskatchewan resource surcharge. Under IFRS, Saskatchewan resource
surcharge has been deemed a royalty and deducted from petroleum and natural gas revenues.