Financial Instruments and Fair Value Measurement | Financial Instruments and Fair Value Measurement Financial Instruments Financial instruments are initially recorded at fair value, defined as the price that would be received to sell an asset or paid to market participants to settle liability at the measurement date. For financial instruments carried at fair value, GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: • Level 1 - Inputs representing quoted market prices in active markets for identical assets and liabilities • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly or indirectly • Level 3 - Unobservable inputs for assets and liabilities At March 31, 2022, the Company’s financial instruments recognized on the balance sheet consist of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, other long-term assets, accounts payable and accrued liabilities, current portion of long-term debt, derivatives, other short-term payables, long-term debt, long-term equity compensation reward liability and other long-term liabilities. The Company uses appropriate valuation techniques based on the available information to measure the fair values of assets and liabilities. Fair Value Measurement The following table presents the Company’s fair value measurements of its financial instruments as of March 31, 2022, and December 31, 2021: As at March 31, 2022 As at December 31, 2021 (Thousands of U.S. Dollars) Level 1 Assets Prepaid equity forward - current (2) $ 3,137 $ — Prepaid equity forward - long-term (1) 15,698 7,578 $ 18,835 $ 7,578 Liabilities DSUs liability - long-term (3) $ 9,506 $ 4,346 6.25% Senior Notes 277,875 273,672 7.75% Senior Notes 278,187 271,500 $ 565,568 $ 549,518 Level 2 Assets Derivative asset (2) $ — $ 219 Restricted cash and cash equivalents - long-term (1) 5,253 4,903 $ 5,253 $ 5,122 Liabilities Derivative liability $ 18,875 $ 2,976 Revolving credit facility 39,617 66,987 PSUs liability - current (4) 15,292 2,710 PSUs liability - long-term (3) 7,930 9,372 $ 81,714 $ 82,045 Level 3 Liabilities Asset retirement obligation - current (4) $ 1,100 $ — Asset retirement obligation - long-term 55,478 54,525 $ 56,578 $ 54,525 (1) The long-term portion of restricted cash and Prepaid equity forward are included in the other long-term assets on the Company’s balance sheet (2) Included in the other current assets on the Company’s balance sheet (3) Long-term DSUs and PSUs liabilities are included in the long-term equity compensation award liability on the Company’s balance sheet (4) Current portion of PSU liability and asset retirement obligation are recorded in other short-term liabilities on the Company’s balance sheet The fair values of cash and cash equivalents, current restricted cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term maturity of these instruments. The fair value of long-term restricted cash and cash equivalents approximate its carrying value because interest rates are variable and reflective of market rates. Prepaid Equity Forward (“PEF”) To reduce the Company’s exposure to changes in the trading price of the Company’s common shares on outstanding PSUs, the Company entered into a PEF. At the end of the term, the counterparty will pay the Company an amount equivalent to the notional amount of the shares using the price of the Company’s common shares at the valuation date. The Company has the discretion to increase or decrease the notional amount of the PEF or terminate the agreement early. As at March 31, 2022, the Company’s PEF had a notional amount of 12 million shares with a fair value of $18.8 million (As at December 31, 2021 - 10 million shares with a fair value of $7.6 million). During the three months ended March 31, 2022, the Company recorded a gain of $7.8 million on the PEF in general and administrative expenses (three months ended March 31, 2021- nil). The fair value of the PEF asset was estimated using the Company’s share price quoted in active markets at the end of each reporting period. DSU liability The fair value of DSUs liability was estimated using Company’s share price quoted in active markets at the end of each reporting period. PSUs liability The fair value of the PSUs liability was estimated based on a pricing model using inputs, such as Company’s share price and PSU performance factor. Derivative asset and derivative liability The fair value of derivatives is estimated based on various factors, including quoted market prices in active markets and quotes from third parties. The Company also performs an internal valuation to ensure the reasonableness of third party quotes. In consideration of counterparty credit risk, the Company assessed whether the counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers that it is of substantial credit quality and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. The following table presents gains or losses on derivatives and other financial instruments recognized in the accompanying interim unaudited condensed consolidated statements of operations: Three Months Ended March 31, (Thousands of U.S. Dollars) 2022 2021 Commodity price derivatives loss $ 21,439 $ 23,632 Foreign currency derivatives loss — 66 Derivative instruments loss $ 21,439 $ 23,698 Unrealized PetroTal investment gain $ — $ (6,475) Loss on sale of PetroTal shares — 5,070 Other financial instruments gain $ — $ (1,405) Revolving credit facility and Senior Notes Financial instruments not recorded at fair value at March 31, 2022, included the Senior Notes and the Revolving Credit Facility (Note 5). The fair value of the Revolving Credit Facility approximates its carrying value. The fair value of the Revolving Credit Facility is estimated based on the amount the Company would have to pay a third party to assume the debt, including the credit spread for the difference between the issue rate and the period-end market rate. The credit spread is the Company’s default or repayment risk. The credit spread (premium or discount) is determined by comparing the debt to new issuances (secured or unsecured) and secondary trades of similar size and credit statistics for public and private debt. At March 31, 2022, the carrying amounts of the 6.25% Senior Notes and the 7.75% Senior Notes were $294.4 million and $292.3 million, respectively, which represented the aggregate principal amount less unamortized debt issuance costs, and the fair values were $277.9 million and $278.2 million, respectively. The fair value of long-term restricted cash and cash equivalents and the revolving credit facility approximated their carrying value because interest rates are variable and reflective of market rates. The fair values of other financial instruments approximate their carrying amounts due to the short-term maturity of these instruments. Asset retirement obligation The Company’s non-recurring fair value measurements include asset retirement obligation. The fair value of an asset retirement obligation is measured by reference to the expected future cash outflows required to satisfy the retirement obligation discounted at the Company’s credit-adjusted risk-free interest rate. The significant level 3 inputs used to calculate such liabilities include estimates of costs to be incurred, the Company’s credit-adjusted risk-free interest rate, inflation rates, and estimated dates of abandonment. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value, while the asset retirement cost is amortized over the estimated productive life of the related assets. Commodity Price Derivatives The Company utilizes commodity price derivatives to manage the variability in cash flows associated with the forecasted sale of its oil production, reduce commodity price risk and provide a base level of cash flows to assure it can execute at least a portion of its planned capital spending. At March 31, 2022, the Company had outstanding commodity price derivative positions as follows: Period and type of instrument Volume, Reference Sold Swap ($/bbl, Weighted Average) Sold Put ($/bbl, Weighted Average) Purchased Put ($/bbl, Weighted Average) Sold Call ($/bbl, Weighted Average) Premium ($/bbl Weighted Average) Three-way Collars: 5,000 ICE Brent — 64.00 74.00 91.72 — Swaps: April 1, to June 30, 2022 3,000 ICE Brent 80.77 — — — — Deferred Puts: April 1, to June 30, 2022 1,000 ICE Brent — — 70.00 — 4.00 |