MANAGEMENT'S REPORT
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The management of Crescent Point Energy Corp. is responsible for the preparation of the consolidated financial statements. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and include certain estimates that reflect management’s best estimates and judgments. Management has determined such amounts on a reasonable basis in order to determine that the consolidated financial statements are presented fairly in all material respects.
PricewaterhouseCoopers LLP, an independent firm of chartered professional accountants, was appointed by a resolution of the Board of Directors to audit the consolidated financial statements of the Company and to provide an independent professional opinion. PricewaterhouseCoopers LLP was appointed to hold such office until the next annual meeting of the shareholders of the Company.
The Board of Directors, through its Audit Committee, has reviewed the consolidated financial statements including notes thereto with management and PricewaterhouseCoopers LLP. The members of the Audit Committee are composed of independent directors who are not employees of the Company. The Audit Committee meets regularly with management and PricewaterhouseCoopers LLP to review and approve the consolidated financial statements. The Board of Directors has approved the information contained in the consolidated financial statements based on the recommendation of the Audit Committee.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management has developed and maintains an extensive system of internal accounting controls that provide reasonable assurance that all transactions are accurately recorded, that the consolidated financial statements realistically report the Company’s operating and financial results, and that the Company’s assets are safeguarded. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management has assessed the effectiveness of the Company's internal control over financial reporting as at December 31, 2015. The assessment was based on the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") framework in Internal Control - Integrated Framework (2013) to evaluate the design and effectiveness of internal control over financial reporting. Management concluded that this system of internal controls was effective as of December 31, 2015. The Company has effective disclosure controls and procedures to ensure timely and accurate disclosure of material information relating to the Company which complies with the requirements of Canadian securities legislation and the United States Sarbanes - Oxley Act of 2002.
PricewaterhouseCoopers LLP, an independent firm of chartered professional accountants who also audited the Company's consolidated financial statement for the year ended December 31, 2015, has audited the the effectiveness of the Company's internal control over financial reporting as at December 31, 2015.
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Scott Saxberg President and Chief Executive Officer | Ken Lamont Chief Financial Officer |
March 8, 2016
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of
Crescent Point Energy Corp.
We have completed integrated audits of Crescent Point Energy Corp. (the "Corporation") and its subsidiaries 2015 and 2014 consolidated financial statements and its internal control over financial reporting as at December 31, 2015. Our opinions, based on our audits are presented below.
Report on the consolidated financial statements
We have audited the accompanying consolidated financial statements of Crescent Point Energy Corp., and its subsidiaries, which comprise the consolidated balance sheets as at December 31, 2015 and December 31, 2014 and the consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.
Management’s responsibility for the consolidated financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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 the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also 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 Corporation’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.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Crescent Point Energy Corp. and its subsidiaries as at December 31, 2015 and December 31, 2014 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Report on internal control over financial reporting
We have also audited Crescent Point Energy Corp. and its subsidiaries internal control over financial reporting as at December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Management’s responsibility for internal control over financial reporting
Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report.
Auditor’s responsibility
Our responsibility is to express an opinion on the Corporation’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 Corporation’s internal control over financial reporting.
Definition of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation’s assets that could have a material effect on the financial statements.
Inherent limitations
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, Crescent Point Energy Corp. and its subsidiaries maintained, in all material respects, effective internal control over financial reporting as at December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
(signed)
PricewaterhouseCoopers LLP
Chartered Professional Accountants
Calgary, Alberta
March 8, 2016
CONSOLIDATED BALANCE SHEETS
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As at December 31 | | |
(Cdn$ millions) | Notes | 2015 |
| | 2014 |
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ASSETS | | | | | |
Cash | | 24.7 |
| | 4.0 |
| |
Accounts receivable | | 327.0 |
| | 418.7 |
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Prepaids and deposits | | 5.1 |
| | 6.5 |
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Derivative asset | 23 | 490.5 |
| | 520.6 |
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Total current assets | | 847.3 |
| | 949.8 |
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Long-term investments | 5 | 30.3 |
| | 49.9 |
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Derivative asset | 23 | 540.1 |
| | 283.4 |
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Other long-term assets | 6 | 63.5 |
| | 59.6 |
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Exploration and evaluation | 7, 8 | 540.7 |
| | 622.5 |
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Property, plant and equipment | 8, 9 | 14,953.7 |
| | 14,250.1 |
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Goodwill | 10 | 251.9 |
| | 251.9 |
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Deferred income tax | 20 | 388.5 |
| | - |
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Total assets | | 17,616.0 |
| | 16,467.2 |
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LIABILITIES | �� | | | | |
Accounts payable and accrued liabilities | | 679.4 |
| | 839.2 |
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Dividends payable | | 50.5 |
| | 102.7 |
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Current portion of long-term debt | 11 | 72.0 |
| | 93.5 |
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Derivative liability | 23 | 1.8 |
| | 3.4 |
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Decommissioning liability | 13 | 32.4 |
| | 52.3 |
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Total current liabilities | | 836.1 |
| | 1,091.1 |
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Long-term debt | 11 | 4,380.0 |
| | 2,849.6 |
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Derivative liability | 23 | 0.3 |
| | 0.2 |
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Other long-term liabilities | 12, 21 | 56.3 |
| | 46.1 |
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Decommissioning liability | 13 | 1,223.0 |
| | 971.1 |
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Deferred income tax | 20 | 995.3 |
| | 1,348.2 |
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Total liabilities | | 7,491.0 |
| | 6,306.3 |
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SHAREHOLDERS’ EQUITY | | | | | |
Shareholders’ capital | 14 | 15,693.2 |
| | 14,157.6 |
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Contributed surplus | | 99.3 |
| | 118.0 |
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Deficit | 15 | (6,239.3 | ) | | (4,357.1 | ) | |
Accumulated other comprehensive income | | 571.8 |
| | 242.4 |
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Total shareholders' equity | | 10,125.0 |
| | 10,160.9 |
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Total liabilities and shareholders' equity | | 17,616.0 |
| | 16,467.2 |
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Commitments (Note 25)
See accompanying notes to the consolidated financial statements.
Approved on behalf of the Board of Directors: |
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Gerald A. Romanzin Director | D. Hugh Gillard Director |
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CRESCENT POINT ENERGY CORP. | 4 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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For the years ended December 31 | | | | | |
(Cdn$ millions, except per share amounts) | Notes | 2015 |
| | 2014 |
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REVENUE AND OTHER INCOME | | | | | |
Oil and gas sales | | 2,800.2 |
| | 4,210.1 |
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Royalties | | (435.9 | ) | | (750.2 | ) | |
Oil and gas revenue | | 2,364.3 |
| | 3,459.9 |
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Derivative gains | 17, 23 | 870.7 |
| | 776.0 |
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Other income (loss) | 18 | 7.9 |
| | (24.4 | ) | |
| | 3,242.9 |
| | 4,211.5 |
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EXPENSES | | | | | |
Operating | | 706.5 |
| | 647.5 |
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Transportation | | 138.4 |
| | 117.6 |
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General and administrative | | 111.7 |
| | 91.6 |
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Interest on long-term debt | | 146.0 |
| | 103.9 |
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Foreign exchange loss | 19 | 362.5 |
| | 124.4 |
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Share-based compensation | 21 | 58.6 |
| | 69.7 |
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Depletion, depreciation, amortization and impairment | 7, 9 | 3,138.3 |
| | 2,222.6 |
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Accretion | 12, 13 | 25.2 |
| | 21.2 |
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| | 4,687.2 |
| | 3,398.5 |
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Net income (loss) before tax | | (1,444.3 | ) | | 813.0 |
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Tax expense (recovery) | | | | | |
Current | 20 | (1.9 | ) | | 0.1 |
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Deferred | 20 | (572.2 | ) | | 304.0 |
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Net income (loss) | | (870.2 | ) | | 508.9 |
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Other comprehensive income | | | | | |
Items that may be subsequently reclassified to profit or loss | | | | |
Foreign currency translation of foreign operations | | 329.4 |
| | 149.8 |
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Comprehensive income (loss) | | (540.8 | ) | | 658.7 |
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Net income (loss) per share | 22 | | | | |
Basic | | (1.82 | ) | | 1.22 |
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Diluted | | (1.82 | ) | | 1.21 |
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See accompanying notes to the consolidated financial statements.
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CRESCENT POINT ENERGY CORP. | 5 |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
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(Cdn$ millions, except per share amounts) | Notes | Shareholders’ capital |
| | Contributed surplus |
| | Deficit |
| | Accumulated other comprehensive income |
| | Total shareholders’ equity |
| |
December 31, 2014 | | 14,157.6 |
| | 118.0 |
| | (4,357.1 | ) | | 242.4 |
| | 10,160.9 |
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Issued for cash | 14 | 660.1 |
| | | | | | | | 660.1 |
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Issued on capital acquisitions | 14 | 541.9 |
| | | | | | | | 541.9 |
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Issued pursuant to the DRIP (1) and SDP (2) | 14 | 261.7 |
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| | 8.4 |
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| | 270.1 |
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Redemption of restricted shares | 14 | 92.5 |
| | (94.0 | ) | | | |
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| | (1.5 | ) | |
Share issue costs, net of tax | | (20.6 | ) | |
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| | (20.6 | ) | |
Share-based compensation | 21 |
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| | 77.4 |
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| | 77.4 |
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Forfeit of restricted shares | 21 |
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| | (2.1 | ) | |
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| | (2.1 | ) | |
Net income (loss) | |
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| | (870.2 | ) | |
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| | (870.2 | ) | |
Dividends ($2.11 per share) | |
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| | (1,020.4 | ) | |
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| | (1,020.4 | ) | |
Foreign currency translation adjustment | |
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| | 329.4 |
| | 329.4 |
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December 31, 2015 | | 15,693.2 |
| | 99.3 |
| | (6,239.3 | ) | | 571.8 |
| | 10,125.0 |
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December 31, 2013 | | 11,990.3 |
| | 109.6 |
| | (3,692.5 | ) | | 92.6 |
| | 8,500.0 |
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Issued for cash | | 800.1 |
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| | 800.1 |
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Issued on capital acquisitions | | 974.2 |
| |
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| | 974.2 |
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Issued pursuant to the DRIP (1) and SDP (2) | | 339.9 |
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| | 339.9 |
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Redemption of restricted shares | | 77.9 |
| | (79.5 | ) | | 1.1 |
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| | (0.5 | ) | |
Share issue costs, net of tax | | (24.8 | ) | |
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| | (24.8 | ) | |
Share-based compensation | |
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| | 88.5 |
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| | 88.5 |
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Forfeit of restricted shares | |
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| | (0.6 | ) | |
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| | (0.6 | ) | |
Net income | |
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| | 508.9 |
| |
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| | 508.9 |
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Dividends ($2.76 per share) | |
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| | (1,174.6 | ) | |
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| | (1,174.6 | ) | |
Foreign currency translation adjustment | |
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| | 149.8 |
| | 149.8 |
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December 31, 2014 | | 14,157.6 |
| | 118.0 |
| | (4,357.1 | ) | | 242.4 |
| | 10,160.9 |
| |
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(1) | Premium Dividend TM and Dividend Reinvestment Plan. |
See accompanying notes to the consolidated financial statements.
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CRESCENT POINT ENERGY CORP. | 6 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the years ended December 31 | | | |
(Cdn$ millions) | Notes | 2015 |
| | 2014 |
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CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | | | | |
Net income (loss) | | (870.2 | ) | | 508.9 |
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Items not affecting cash | | | | | |
Other (income) loss | 18 | (5.8 | ) | | 24.4 |
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Deferred tax expense (recovery) | 20 | (572.2 | ) | | 304.0 |
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Share-based compensation | 21 | 58.6 |
| | 69.7 |
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Depletion, depreciation, amortization and impairment | 7, 9 | 3,138.3 |
| | 2,222.6 |
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Accretion | 12, 13 | 25.2 |
| | 21.2 |
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Unrealized gains on derivatives | 17, 23 | (228.1 | ) | | (880.8 | ) | |
Translation of US dollar long-term debt | 19 | 363.5 |
| | 121.8 |
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Other | 27 | 7.6 |
| | 2.4 |
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Realized loss on settlement of US dollar long-term debt | 19 | 21.2 |
| | - |
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Realized gain on principal settlement of cross currency swap | 19 | (14.3 | ) | | - |
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Decommissioning expenditures | | (15.8 | ) | | (38.0 | ) | |
Change in non-cash working capital | 27 | 48.9 |
| | 99.4 |
| |
| | 1,956.9 |
| | 2,455.6 |
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INVESTING ACTIVITIES | | | | | |
Development capital and other expenditures | | (1,605.2 | ) | | (2,168.7 | ) | |
Capital acquisitions, net | 8 | (23.1 | ) | | (845.6 | ) | |
Other long-term assets | 6 | (2.6 | ) | | (21.6 | ) | |
Investments | 5 | 2.0 |
| | - |
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Change in non-cash working capital | 27 | (164.6 | ) | | (81.4 | ) | |
| | (1,793.5 | ) | | (3,117.3 | ) | |
FINANCING ACTIVITIES | | | | | |
Issue of shares, net of issue costs | | 630.7 |
| | 765.0 |
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Increase in bank debt, net | | 729.6 |
| | 333.5 |
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Issuance of senior guaranteed notes | | 381.4 |
| | 372.7 |
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Repayment of acquired debt and senior guaranteed notes | | (1,100.6 | ) | | - |
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Realized gain on principal settlement of cross currency swap | | 14.3 |
| | - |
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Cash dividends | | (750.3 | ) | | (834.7 | ) | |
Change in non-cash working capital | 27 | (52.2 | ) | | 11.8 |
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| | (147.1 | ) | | 648.3 |
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Impact of foreign currency on cash balances | | 4.4 |
| | 1.5 |
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INCREASE (DECREASE) IN CASH | | 20.7 |
| | (11.9 | ) | |
CASH AT BEGINNING OF YEAR | | 4.0 |
| | 15.9 |
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CASH AT END OF YEAR | | 24.7 |
| | 4.0 |
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See accompanying notes to the consolidated financial statements.
Supplementary Information: |
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Cash taxes (paid) recovered | (0.1 | ) | | 0.4 |
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Cash interest paid | (140.6 | ) | | (105.5 | ) | |
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CRESCENT POINT ENERGY CORP. | 7 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 and 2014
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1. | STRUCTURE OF THE BUSINESS |
The principal undertakings of Crescent Point Energy Corp. (the “Company” or “Crescent Point”) are to carry on the business of acquiring, developing and holding interests in petroleum and natural gas properties and assets related thereto through a general partnership and wholly owned subsidiaries.
Crescent Point is the ultimate parent company and is amalgamated in Alberta, Canada under the Alberta Business Corporations Act. The address of the principal place of business is 2000, 585 - 8th Ave S.W., Calgary, Alberta, Canada, T2P 1G1.
These annual consolidated financial statements were approved and authorized for issue by the Company's Board of Directors on March 8, 2016.
These consolidated financial statements are presented under International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). The policies applied in these consolidated financial statements are based on IFRS issued and outstanding as of March 8, 2016, the date the Board of Directors approved the statements.
The Company’s presentation currency is Canadian dollars and all amounts reported are Canadian dollars unless noted otherwise. References to “US$” are to United States ("U.S.") dollars. Crescent Point's operations are aggregated into one reportable segment based on the similarities between the Company's Canadian and U.S. operations.
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b) | Basis of measurement, functional and presentation currency |
The Company’s presentation currency is Canadian dollars. The accounts of the Company’s foreign operations that have a functional currency different from the Company’s presentation currency are translated into the Company’s presentation currency at period end exchange rates for assets and liabilities and at the average rate over the period for revenues and expenses. Translation gains and losses relating to the foreign operations are recognized in Other Comprehensive Income (“OCI”) as cumulative translation adjustments.
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c) | Use of estimates and judgments |
The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected. Significant estimates and judgments made by management in the preparation of these consolidated financial statements are outlined below.
Oil and gas activities
Reserves estimates, although not reported as part of the Company’s consolidated financial statements, can have a significant effect on net income, assets and liabilities as a result of their impact on depletion, depreciation and amortization (“DD&A”), decommissioning liability, deferred taxes, asset impairments and business combinations. Independent petroleum reservoir engineers perform evaluations of the Company’s oil and gas reserves on an annual basis. The estimation of reserves is an inherently complex process requiring significant judgment. Estimates of economically recoverable oil and gas reserves are based upon a number of variables and assumptions such as geoscientific interpretation, production forecasts, commodity prices, costs and related future cash flows, all of which may vary considerably from actual results. These estimates are expected to be revised upward or downward over time, as additional information such as reservoir performance becomes available, or as economic conditions change.
For purposes of impairment testing, property, plant and equipment (“PP&E”) is aggregated into cash-generating units (“CGUs”), based on separately identifiable and largely independent cash inflows. The determination of the Company’s CGUs is subject to judgment. Factors considered in the classification of CGUs include the integration between assets, shared infrastructures, the existence of common sales points, geography, geologic structure and the manner in which management monitors and makes decisions regarding operations.
The determination of technical feasibility and commercial viability, based on the presence of reserves and which results in the transfer of assets from exploration and evaluation ("E&E") to PP&E, is subject to judgment.
Decommissioning liability
Upon retirement of its oil and gas assets, the Company anticipates incurring substantial costs associated with decommissioning. Estimates of these costs are subject to uncertainty associated with the method, timing and extent of future decommissioning activities. The liability, the related asset and the expense are impacted by estimates with respect to the cost and timing of decommissioning.
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CRESCENT POINT ENERGY CORP. | 8 |
Business combinations
Business combinations are accounted for using the acquisition method of accounting. The determination of fair value often requires management to make assumptions and estimates about future events. The assumptions and estimates with respect to determining the fair value of PP&E and E&E assets acquired generally require the most judgment and include estimates of reserves acquired, forecast benchmark commodity prices and discount rates. Changes in any of the assumptions or estimates used in determining the fair value of acquired assets and liabilities could impact the amounts assigned to assets, liabilities and goodwill. Future net earnings can be affected as a result of changes in future DD&A, asset impairment or goodwill impairment.
Fair value measurement
The estimated fair value of derivative instruments resulting in derivative assets and liabilities, by their very nature, are subject to measurement uncertainty. Estimates included in the determination of the fair value of derivative instruments include forward benchmark prices, discount rates and forward foreign exchange rates.
Joint control
Judgment is required to determine when the Company has joint control over an arrangement, which requires an assessment of the capital and operating activities of the projects it undertakes with partners and when the decisions in relation to those activities require unanimous consent.
Share-based compensation
Compensation costs recorded pursuant to share-based compensation plans are subject to estimated fair values, forfeiture rates and the future attainment of performance criteria.
Income taxes
Tax regulations and legislation and the interpretations thereof are subject to change. In addition, deferred income tax assets and liabilities recognize the extent that temporary differences will be receivable and payable in future periods. The calculation of the asset and liability involves a significant amount of estimation including an evaluation of when the temporary differences will reverse, an analysis of the amount of future taxable earnings, the availability of cash flows and the application of tax laws. Changes in tax regulations and legislation and the other assumptions listed are subject to measurement uncertainty.
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3. | SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies set out below have been applied consistently by the Company and its subsidiaries for all periods presented in these annual consolidated financial statements.
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a) | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company and its subsidiaries and any reference to the “Company” throughout these consolidated financial statements refers to the Company and its subsidiaries. All transactions between the Company and its subsidiaries have been eliminated.
The Company conducts some of its oil and gas production activities through jointly controlled operations and the financial statements reflect only the Company's proportionate interest in such activities. Joint control exists for contractual arrangements governing the Company's assets whereby the Company has less than 100 percent working interest, all of the partners have control of the arrangement collectively, and spending on the project requires unanimous consent of all parties that collectively control the arrangement and share the associated risks. The Company does not have any joint arrangements that are material to the Company or that are structured through joint venture arrangements.
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b) | Property, Plant and Equipment |
Items of PP&E, which primarily consist of oil and gas development and production assets, are measured at cost less accumulated depletion, depreciation and any accumulated impairment losses. Development and production assets are accumulated into CGUs and represent the cost of developing the commercial reserves and initiating production.
Costs incurred subsequent to the determination of technical feasibility and commercial viability and the costs of replacing parts of PP&E are recognized as development and production assets only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in net income as incurred. Capitalized development and production assets generally represent costs incurred in developing reserves and initiating or enhancing production from such reserves. The carrying amount of any replaced or sold component is derecognized.
Depletion and Depreciation
Development and production costs accumulated within major areas are depleted using the unit-of-production method based on estimated proved plus probable reserves before royalties, as determined by independent petroleum reservoir engineers. Natural gas reserves and production are converted to equivalent barrels of oil based upon the relative energy content (6:1). The depletion base includes capitalized costs, plus future costs to be incurred in developing proved plus probable reserves.
Corporate assets are depreciated over the estimated useful lives of the related assets, ranging from 5 to 16 years on a straight-line basis.
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CRESCENT POINT ENERGY CORP. | 9 |
Impairment
The carrying amounts of PP&E are grouped into CGUs and reviewed quarterly for indicators of impairment. Indicators are events or changes in circumstances that indicate the carrying amount may not be recoverable. If indicators of impairment exist, the recoverable amount of the CGU is estimated. If the carrying amount of the CGU exceeds the recoverable amount, the CGU is written down with an impairment recognized in net income.
Assets are grouped into CGUs based on the integration between assets, shared infrastructures, the existence of common sales points, geography, geologic structure and the manner in which management monitors and makes decisions regarding operations. Estimates of future cash flows used in the calculation of the recoverable amount are based on reserve evaluation reports prepared by independent petroleum reservoir engineers. The recoverable amount is the higher of fair value less costs of disposal and the value-in-use. Fair value less costs of disposal is derived by estimating the discounted after-tax future net cash flows from proved plus probable oil and gas reserves, adjusted for the discounted abandonment and reclamation costs on proved plus probable undeveloped oil and gas reserves. Discounted future net cash flows are based on forecasted commodity prices and costs over the expected economic life of the reserves and discounted using market-based rates to reflect a market participant’s view of the risks associated with the assets. Value-in-use is assessed using the expected future cash flows from proved plus probable oil and gas reserves discounted at a pre-tax rate, adjusted for the discounted abandonment and reclamation costs associated with wells without reserves and facilities that relate to the CGUs.
Impairment losses recognized in prior periods, other than goodwill impairments, are assessed at each reporting date for any indicators that the impairment losses may no longer exist or may have decreased. In the event that an impairment loss reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the carrying amount does not exceed the amount that would have been determined, net of depletion, had no impairment loss been recognized on the asset in prior periods. The amount of the reversal is recognized in net income.
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c) | Exploration and Evaluation |
Exploration and evaluation assets are comprised of the accumulated expenditures incurred in an area where technical feasibility and commercial viability has not yet been determined. Exploration and evaluation assets include undeveloped land and any drilling costs thereon.
Technical feasibility and commercial viability are considered to be determinable when reserves are discovered. Upon determination of reserves, E&E assets attributable to those reserves are first tested for impairment and then reclassified from E&E assets to PP&E.
Costs incurred prior to acquiring the legal rights to explore an area are expensed as incurred.
Amortization
Undeveloped land classified as E&E is amortized by major area over the average primary lease term and recognized in net income. Drilling costs classified as E&E assets are not amortized but are subject to impairment.
Impairment
Exploration and evaluation assets are reviewed quarterly for indicators of impairment and upon reclassification from E&E to PP&E. Exploration and evaluation assets are tested for impairment at the operating segment level by combining E&E assets with PP&E. The recoverable amount is the greater of fair value less costs of disposal or value-in-use. Fair value less costs of disposal is derived by estimating the discounted after-tax future net cash flows from proved plus probable oil and gas reserves, adjusted for the discounted abandonment and reclamation costs on proved plus probable undeveloped oil and gas reserves as described in the PP&E impairment test, plus the fair market value of undeveloped land and seismic. Value-in-use is assessed using the expected future cash flows from proved plus probable oil and gas reserves discounted at a pre-tax rate, adjusted for the discounted abandonment and reclamation costs associated with wells without reserves and facilities that relate to the CGUs.
Impairments of E&E assets are reversed when there has been a subsequent increase in the recoverable amount, but only to the extent of what the carrying amount would have been, net of amortization, had no impairment been recognized.
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d) | Decommissioning Liability |
The Company recognizes the present value of a decommissioning liability in the period in which it is incurred. The obligation is recorded as a liability on a discounted basis using the relevant risk free rate, with a corresponding increase to the carrying amount of the related asset. Over time, the liabilities are accreted for the change in their present value and the capitalized costs are depleted on a unit-of-production basis over the life of the underlying proved plus probable reserves. Accretion expense is recognized in net income. Revisions to the discount rate, estimated timing or amount of future cash flows would also result in an increase or decrease to the decommissioning liability and related asset.
The Company established a reclamation fund to fund future decommissioning costs and environmental initiatives. Effective April 1, 2015, the Board of Directors approved contributions of $0.60 per barrel of oil equivalent (“boe”) of production. Prior to this, 2014 contributions were $1.00 - $1.10 per boe. Additional contributions can be made at the discretion of management.
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CRESCENT POINT ENERGY CORP. | 10 |
The Company records goodwill relating to business combinations when the purchase price exceeds the fair value of the net identifiable assets and liabilities of the acquired business. The goodwill balance is assessed for impairment annually or as events occur that could result in impairment. Goodwill is tested for impairment at an operating segment level by combining the carrying amounts of PP&E, E&E assets and goodwill and comparing this to the recoverable amount. The recoverable amount is the greater of fair value less costs of disposal or value-in-use. Fair value less costs of disposal is derived by estimating the discounted after-tax future net cash flows from proved plus probable oil and gas reserves, adjusted for the discounted abandonment and reclamation costs on proved plus probable undeveloped oil and gas reserves as described in the PP&E impairment test, plus the fair market value of undeveloped land and seismic. Value-in-use is assessed using the expected future cash flows from proved plus probable oil and gas reserves discounted at a pre-tax rate, adjusted for the discounted abandonment and reclamation costs associated with wells without reserves and facilities that relate to the CGUs. Any excess of the carrying amount over the recoverable amount is the impairment amount. Impairment charges, which are not tax affected, are recognized in net income. Goodwill is reported at cost less any accumulated impairment. Goodwill impairments are not reversed.
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g) | Share-based Compensation |
Restricted shares granted under the Restricted Share Bonus Plan are accounted for at fair value. Share-based compensation expense is determined based on the estimated fair value of shares on the date of grant. Forfeitures are estimated at the grant date. The expense is recognized over the service period, with a corresponding increase to contributed surplus. The Company capitalizes the portion of share-based compensation directly attributable to development activities, with a corresponding decrease to share-based compensation expense. At the time the restricted shares vest, the issuance of shares is recorded as an increase to shareholders’ capital and a corresponding decrease to contributed surplus.
Deferred share units (“DSUs”) are accounted for at fair value. Share-based compensation expense is determined based on the estimated fair value of the DSUs on the date of the grant and subsequently adjusted to reflect the fair value at each period end. Fair value is based on the prevailing Crescent Point share price.
The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the estimated effect of any differences between the accounting and tax basis of assets and liabilities, using enacted or substantively enacted income tax rates expected to apply when the deferred tax asset or liability is settled. The effect of a change in income tax rates on deferred income taxes is recognized in net income in the period in which the change occurs.
The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
The Company is able to deduct certain settlements under its Restricted Share Bonus Plan. To the extent the tax deduction exceeds the cumulative remuneration cost for a particular restricted share grant recorded in net income, the tax benefit related to the excess is recorded directly within equity.
Deferred income tax assets and liabilities are presented as non-current.
The Company has early adopted IFRS 9, Financial Instruments (“IFRS 9”), with a date of initial application of January 1, 2010. This new standard replaces the current multiple classification and measurement model for non-equity financial assets and liabilities with a single model that has only two classification categories: amortized cost and fair value. Classification depends on the entity’s business model for managing financial instruments and the contractual cash flow characteristics of the financial instrument.
In addition, the fair value option for financial liabilities was amended. The changes in fair value attributable to a liability’s credit risk will be recorded in other comprehensive income rather than through net income, unless this presentation creates an accounting mismatch. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to net income.
For investments in equity instruments which are not subject to control, joint control, or significant influence, on initial recognition IFRS 9 allows an entity to irrevocably elect classification at “fair value through profit or loss” or “fair value through other comprehensive income”.
Effective January 1, 2013, the Company adopted the amendment to IFRS 9 which presented a new hedge accounting model. The Company does not currently apply hedge accounting. In July 2014, IFRS 9 was further amended to include guidance to assess and recognize impairment losses on financial assets based on an expected loss model. This amendment will be adopted by the Company on January 1, 2018. See Note 4 - "Changes in Accounting Policies" for additional information regarding future changes in accounting policies.
The Company uses financial derivative instruments and physical delivery commodity contracts from time to time to reduce its exposure to fluctuations in commodity prices, foreign exchange rates and interest rates. The Company also makes investments in companies from time to time in connection with the Company’s acquisition and divestiture activities.
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CRESCENT POINT ENERGY CORP. | 11 |
Financial derivative instruments
Financial derivative instruments are included in current assets/liabilities except for those with maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets/liabilities.
The Company has not designated any of its financial derivative contracts as effective accounting hedges and, accordingly, fair values its financial derivative contracts with the resulting gains and losses recorded in net income.
The fair value of a financial derivative instrument on initial recognition is normally the transaction price. Subsequent to initial recognition, the fair values are based on quoted market prices where available from active markets, otherwise fair values are estimated based on market prices at the reporting date for similar assets or liabilities with similar terms and conditions, or by discounting future payments of interest and principal at estimated interest rates that would be available to the Company at the reporting date.
Financial assets and liabilities
Financial assets and liabilities are measured at fair value on initial recognition. For non-equity instruments, measurement in subsequent periods depends on the classification of the financial asset or liability as “fair value through profit or loss” or “amortized cost”.
Financial assets and liabilities classified as fair value through profit or loss are subsequently carried at fair value, with changes recognized in net income.
Financial assets and liabilities classified as amortized cost are subsequently carried at amortized cost using the effective interest rate method.
Currently, the Company classifies all non-equity financial instruments which are not financial derivative instruments as amortized cost.
At each reporting date, the Company assesses whether there is objective evidence that a financial asset carried at amortized cost is impaired. If such evidence exists, the Company recognizes an impairment loss in net income. Impairment losses are reversed in subsequent periods if the impairment loss decrease can be related objectively to an event occurring after the impairment was recognized.
For investments in equity instruments, the subsequent measurement is dependent on the Company’s election to classify such instruments as fair value through profit or loss or fair value through other comprehensive income. Currently, the Company classifies all investments in equity instruments as fair value through profit or loss, whereby the Company recognizes movements in the fair value of the investment (adjusted for dividends) in net income. If the fair value through other comprehensive income classification is selected, the Company would recognize any dividends from the investment in net income and would recognize fair value re-measurements of the investment in other comprehensive income.
Business combinations are accounted for using the acquisition method. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair values at the acquisition date. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the acquisition date. The excess of the cost of the acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recorded as goodwill. If the cost of the acquisition is less than the fair value of the net assets acquired, the difference is recognized immediately in net income. Transaction costs associated with business combinations are expensed as incurred.
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k) | Foreign Currency Translation |
Foreign operations
The Company has operations in the U.S. transacted via U.S. subsidiaries. The assets and liabilities of foreign operations are restated to Canadian dollars at exchange rates in effect at the balance sheet date. The income and expenses of foreign operations are translated to Canadian dollars using the average exchange rate for the period. The resulting unrealized gain or loss is included in other comprehensive income.
Foreign transactions
Transactions in foreign currencies not incurred by the Company’s U.S. subsidiaries are translated to Canadian dollars at exchange rates in effect at the transaction dates. Foreign currency assets and liabilities are restated to Canadian dollars at exchange rates in effect at the balance sheet date and income and expenses are restated to Canadian dollars using the average exchange rate for the period. Both realized and unrealized gains and losses resulting from the settlement or restatement of foreign currency transactions are included in net income.
Oil and gas revenue includes the sale of crude oil, natural gas and natural gas liquids and is recognized when the risks and rewards of ownership have been substantially transferred.
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CRESCENT POINT ENERGY CORP. | 12 |
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m) | Cash and Cash Equivalents |
Cash and cash equivalents include short-term investments with original maturities of three months or less.
Leases in which substantially all of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease payments are recognized as an expense on a straight-line basis over the lease term.
Leases where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases within property, plant and equipment.
All of the Company's leases are treated as operating leases and are recognized in net income on a straight-line basis.
Basic earnings per share (“EPS”) is calculated by dividing the net income for the period attributable to equity owners of the Company by the weighted average number of common shares outstanding during the period.
Diluted EPS is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to dilutive instruments, being restricted shares issued under the Company’s Restricted Share Bonus Plan, is computed using the treasury stock method. The treasury stock method assumes that the deemed proceeds related to unrecognized share-based compensation are used to repurchase shares at the average market price during the period.
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4. | CHANGES IN ACCOUNTING POLICIES |
In future accounting periods, the Company will adopt the following IFRS:
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• | IFRS 15 Revenue from Contracts with Customers - IFRS 15 was issued in May 2014 and replaces IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. The standard is required to be adopted either retrospectively or using a modified transaction approach. In September 2015, the IASB amended IFRS 15, deferring the effective date of the standard by one year to annual periods beginning on or after January 1, 2018 with early adoption still permitted. IFRS 15 will be adopted by the Company on January 1, 2018 and the Company is currently evaluating the impact of the standard on the consolidated financial statements. |
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• | IFRS 9 Financial Instruments - IFRS 9 was amended in July 2014 to include guidance to assess and recognize impairment losses on financial assets based on an expected loss model. The amendments are effective for fiscal years beginning on or after January 1, 2018 with earlier adoption permitted. This amendment will be adopted by the Company on January 1, 2018 and the Company is currently evaluating the impact of the amendment on the consolidated financial statements. |
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• | IFRS 16 Leases - IFRS 16 was issued January 2016 and replaces IAS 17 Leases. The standard introduces a single lessee accounting model for leases with required recognition of assets and liabilities for most leases. The standard is effective for fiscal years beginning on or after January 1, 2019 with early adoption permitted if the Company is also applying IFRS 15 Revenue from Contracts with Customers. IFRS 16 will be adopted by the Company on January 1, 2019 and the Company is currently evaluating the impact of the standard on the consolidated financial statements. |
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| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Investments in public companies, beginning of year | 21.0 |
| | 24.3 |
| |
Acquired through capital acquisitions | 2.6 |
| | - |
| |
Dispositions | (1.3 | ) | | - |
| |
Unrealized gain (loss) recognized in other income (loss) | 0.5 |
| | (3.3 | ) | |
Investments in public companies, end of year | 22.8 |
| | 21.0 |
| |
| | | | |
Investments in private companies, beginning of year | 28.9 |
| | 50.0 |
| |
Derecognized through capital acquisitions | (7.0 | ) | | - |
| |
Unrealized loss recognized in other income (loss) | (14.4 | ) | | (21.1 | ) | |
Investment in private company, end of year (1) | 7.5 |
| | 28.9 |
| |
| | | | |
Long-term investments, end of year | 30.3 |
| | 49.9 |
| |
| |
(1) | The investment in a private company was previously valued based primarily on an estimate of the net asset value of the company’s common shares, which resulted in a Level 3 fair value. At December 31, 2015, the investment was valued based on recent trading activity in the company’s common shares. Therefore, the fair value was reclassified to Level 2. |
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CRESCENT POINT ENERGY CORP. | 13 |
The Company holds common shares in publicly traded oil and gas companies. The investments are classified as financial assets at fair value through profit or loss and are fair valued with the resulting gain or loss recorded in net income. At December 31, 2015, the investments are recorded at a fair value of $22.8 million which is $12.2 million more than the original cost of the investments. At December 31, 2014, the investments were recorded at a fair value of $21.0 million which was $82.9 million less than the original cost of the investment.
The Company holds common shares in a private oil and gas company. The investment is classified as financial assets at fair value through profit or loss and is fair valued with the resulting gain or loss recorded in net income. At December 31, 2015, the investment is recorded at a fair value of $7.5 million which is $17.5 million less than the original cost of the investment. At December 31, 2014, the investments were recorded at a fair value of $28.9 million which was $38.1 million less than the original cost of the investments. See Note 23 - "Financial Instruments and Derivatives" for additional information regarding the Company's Level 3 investments.
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| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Reclamation fund | 49.5 |
| | 47.8 |
| |
Other receivables | 14.0 |
| | 11.8 |
| |
Other long-term assets | 63.5 |
| | 59.6 |
| |
The following table reconciles the reclamation fund: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Balance, beginning of year | 47.8 |
| | 26.2 |
| |
Contributions | 27.5 |
| | 60.3 |
| |
Acquired through capital acquisitions | 1.3 |
| | - |
| |
Expenditures | (27.1 | ) | | (38.7 | ) | |
Balance, end of year | 49.5 |
| | 47.8 |
| |
At December 31, 2015, the Company had investment tax credits of $14.0 million (December 31, 2014 - $11.8 million).
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7. | EXPLORATION AND EVALUATION ASSETS |
|
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Exploration and evaluation assets at cost | 1,961.0 |
| | 1,789.8 |
| |
Accumulated amortization | (1,420.3 | ) | | (1,167.3 | ) | |
Net carrying amount | 540.7 |
| | 622.5 |
| |
| | | | |
Reconciliation of movements during the year | | | | |
Cost, beginning of year | 1,789.8 |
| | 1,590.3 |
| |
Accumulated amortization, beginning of year | (1,167.3 | ) | | (902.0 | ) | |
Net carrying amount, beginning of year | 622.5 |
| | 688.3 |
| |
| | | | |
Net carrying amount, beginning of year | 622.5 |
| | 688.3 |
| |
Acquisitions through business combinations, net | 162.3 |
| | 65.0 |
| |
Additions | 385.8 |
| | 578.9 |
| |
Transfers to property, plant and equipment | (470.6 | ) | | (486.5 | ) | |
Amortization | (205.9 | ) | | (248.9 | ) | |
Foreign exchange | 46.6 |
| | 25.7 |
| |
Net carrying amount, end of year | 540.7 |
| | 622.5 |
| |
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CRESCENT POINT ENERGY CORP. | 14 |
Exploration and evaluation assets consist of the Company's undeveloped land and exploration projects which are pending the determination of technical feasibility. Additions represent the Company's share of the cost of E&E assets. At December 31, 2015, $540.7 million remains in E&E assets after $470.6 million was transferred to PP&E following the determination of technical feasibility during the year ended December 31, 2015 (year ended December 31, 2014 - $622.5 million and $486.5 million, respectively).
Impairment test of exploration and evaluation assets
As a result of the decrease in forward benchmark commodity prices at December 31, 2015 compared to December 31, 2014 and at December 31, 2014 compared to December 31, 2013, an impairment test on the Company’s E&E assets was performed. At December 31, 2015 and December 31, 2014, the Company determined that the fair value less costs of disposal exceeded its carrying amount of each operating segment. As a result, no impairment was recorded.
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8. | CAPITAL ACQUISITIONS AND DISPOSITIONS |
If the material business combinations outlined below under "Corporate Acquisitions" had closed on January 1, 2015, Crescent Point's oil and gas sales and oil and gas sales less royalties, transportation and operating expenses for the year ended December 31, 2015 would have been approximately $3.0 billion and $1.6 billion, respectively. This pro-forma information is not necessarily indicative of the results should the material business combinations have actually occurred on January 1, 2015.
In the year ended December 31, 2015, the Company incurred $14.2 million (December 31, 2014 - $13.8 million) of transaction costs related to business combinations that are recorded as general and administrative expenses.
a) Corporate Acquisitions
Legacy Oil + Gas Inc.
On June 30, 2015, Crescent Point completed the acquisition, by way of plan of arrangement, of all issued and outstanding common shares of Legacy Oil + Gas Inc. ("Legacy"), a public oil and gas company with properties in Southeast Saskatchewan, Manitoba, Alberta and North Dakota. Consideration has been allocated as follows: |
| | | | | |
($ millions) | | | | |
Fair value of net assets acquired | | | | |
Accounts receivable | | | 55.1 |
| |
Long-term investments | | | 2.6 |
| |
Other long-term assets | | | 1.3 |
| |
Exploration and evaluation | | | 95.4 |
| |
Property, plant and equipment | | | 1,381.6 |
| |
Deferred income tax asset | | | 99.5 |
| |
Accounts payable and accrued liabilities | | | (82.0 | ) | |
Long-term debt | | | (983.7 | ) | |
Other long-term liabilities | | | (6.8 | ) | |
Decommissioning liability | | | (76.0 | ) | |
Total net assets acquired (1) | | | 487.0 |
| |
Consideration | | | | |
Shares issued (18,229,428 common shares) | | | 467.6 |
| |
Accrued cash consideration | | | 19.4 |
| |
Total purchase price | | | 487.0 |
| |
| |
(1) | Total net assets acquired excludes approximately $35.0 million of commitments related to a building lease and approximately $2.9 million related to capital commitments. |
Oil and gas sales and oil and gas sales less royalties, transportation and operating expenses from the acquisition date to December 31, 2015 includes $132.8 million and $56.3 million, respectively, attributable to the Legacy acquisition.
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CRESCENT POINT ENERGY CORP. | 15 |
Coral Hill Energy Ltd.
On August 14, 2015, Crescent Point completed the acquisition, by way of plan of arrangement, of all remaining issued and outstanding common shares of Coral Hill Energy Ltd. ("Coral Hill"), a private oil and gas company with properties in Alberta. Consideration has been allocated as follows: |
| | | | | |
($ millions) | | | | |
Fair value of net assets acquired | | | | |
Accounts receivable | | | 8.7 |
| |
Exploration and evaluation | | | 54.2 |
| |
Property, plant and equipment | | | 117.1 |
| |
Deferred income tax asset | | | 54.7 |
| |
Accounts payable and accrued liabilities | | | (6.7 | ) | |
Long-term debt | | | (130.5 | ) | |
Decommissioning liability | | | (4.8 | ) | |
Total net assets acquired | | | 92.7 |
| |
Consideration | | | | |
Crescent Point's previously held investment | | | 7.0 |
| |
Shares issued (4,283,680 common shares) | | | 73.2 |
| |
Gain on acquisition recognized in other income (loss) | | | 12.5 |
| |
Total purchase price | | | 92.7 |
| |
Oil and gas sales and oil and gas sales less royalties, transportation and operating expenses from the acquisition date to December 31, 2015 includes $15.4 million and $8.3 million, respectively, attributable to the Coral Hill acquisition.
b) Minor Property Acquisitions and Dispositions
Crescent Point completed minor property acquisitions and dispositions during the year ended December 31, 2015 ($14.6 million was allocated to PP&E and $12.7 million was allocated to E&E assets, including $6.3 million related to gain on capital acquisitions and $0.7 million related to disposed decommissioning liability). These minor property acquisitions and dispositions were completed with full tax pools and no working capital items.
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CRESCENT POINT ENERGY CORP. | 16 |
| |
9. | PROPERTY, PLANT AND EQUIPMENT |
|
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Development and production assets | 23,677.4 |
| | 19,891.5 |
| |
Corporate assets | 101.5 |
| | 87.7 |
| |
Property, plant and equipment at cost | 23,778.9 |
| | 19,979.2 |
| |
Accumulated depletion, depreciation and impairment | (8,825.2 | ) | | (5,729.1 | ) | |
Net carrying amount | 14,953.7 |
| | 14,250.1 |
| |
| | | | |
Reconciliation of movements during the year | | | | |
| | | | |
Development and production assets | | | | |
Cost, beginning of year | 19,891.5 |
| | 14,964.2 |
| |
Accumulated depletion and impairment, beginning of year | (5,708.0 | ) | | (3,715.3 | ) | |
Net carrying amount, beginning of year | 14,183.5 |
| | 11,248.9 |
| |
| | | | |
Net carrying amount, beginning of year | 14,183.5 |
| | 11,248.9 |
| |
Acquisitions through business combinations, net | 1,513.8 |
| | 2,420.6 |
| |
Additions | 1,357.3 |
| | 1,871.4 |
| |
Dispositions | (0.5 | ) | | (0.3 | ) | |
Transfers from exploration and evaluation assets | 470.6 |
| | 486.5 |
| |
Depletion | (1,538.5 | ) | | (1,380.4 | ) | |
Impairment | (1,385.3 | ) | | (588.2 | ) | |
Foreign exchange | 281.0 |
| | 125.0 |
| |
Net carrying amount, end of year | 14,881.9 |
| | 14,183.5 |
| |
| | | | |
Cost, end of year | 23,677.4 |
| | 19,891.5 |
| |
Accumulated depletion and impairment, end of year | (8,795.5 | ) | | (5,708.0 | ) | |
Net carrying amount, end of year | 14,881.9 |
| | 14,183.5 |
| |
| | | | |
Corporate assets | | | | |
Cost, beginning of year | 87.7 |
| | 26.2 |
| |
Accumulated depreciation, beginning of year | (21.1 | ) | | (16.0 | ) | |
Net carrying amount, beginning of year | 66.6 |
| | 10.2 |
| |
| | | | |
Net carrying amount, beginning of year | 66.6 |
| | 10.2 |
| |
Additions | 13.4 |
| | 61.4 |
| |
Depreciation | (8.6 | ) | | (5.1 | ) | |
Foreign exchange | 0.4 |
| | 0.1 |
| |
Net carrying amount, end of year | 71.8 |
| | 66.6 |
| |
| | | | |
Cost, end of year | 101.5 |
| | 87.7 |
| |
Accumulated depreciation, end of year | (29.7 | ) | | (21.1 | ) | |
Net carrying amount, end of year | 71.8 |
| | 66.6 |
| |
At December 31, 2015, future development costs of $7.2 billion (December 31, 2014 - $6.9 billion) are included in costs subject to depletion.
Direct general and administrative costs capitalized by the Company during the year ended December 31, 2015 were $46.9 million (year ended December 31, 2014 - $41.3 million), including $16.9 million of share-based compensation costs (year ended December 31, 2014 - $18.0 million).
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CRESCENT POINT ENERGY CORP. | 17 |
Impairment test of property, plant and equipment
For the purposes of determining whether impairment of assets has occurred, and the extent of any impairment or its reversal, management exercises their judgment in estimating future cash flows for the recoverable amount, being the higher of fair value less costs of disposal and value in use. These key judgments include estimates about recoverable reserves, forecast benchmark commodity prices, royalties, operating costs, capital costs and discount rates. The fair value less costs of disposal and value in use estimates are categorized as Level 3 according to the IFRS 13 fair value hierarchy.
Short-term forecast benchmark commodity price assumptions reflect the volatility in crude oil and natural gas prices in recent periods. Long-term forecast benchmark commodity price assumptions tend to be stable as the short-term decreases in prices are not considered indicative of long-term price levels, but are nonetheless subject to change.
The following table outlines the forecast benchmark commodity prices and the exchange rate used in the impairment calculation of property, plant and equipment at December 31, 2015. |
| | | | | | | | | | | | | | | | | | | | | | |
| 2016 |
| 2017 |
| 2018 |
| 2019 |
| 2020 |
| 2021 |
| 2022 |
| 2023 |
| 2024 |
| 2025 |
| 2026 (2) |
|
WTI ($US/bbl) | 45.00 |
| 60.00 |
| 70.00 |
| 80.00 |
| 81.20 |
| 82.42 |
| 83.65 |
| 84.91 |
| 86.18 |
| 87.48 |
| 88.79 |
|
Exchange Rate ($US/$Cdn) | 0.750 |
| 0.800 |
| 0.830 |
| 0.850 |
| 0.850 |
| 0.850 |
| 0.850 |
| 0.850 |
| 0.850 |
| 0.850 |
| 0.850 |
|
WTI ($Cdn/bbl) | 60.00 |
| 75.00 |
| 84.34 |
| 94.12 |
| 95.53 |
| 96.96 |
| 98.41 |
| 99.89 |
| 101.39 |
| 102.92 |
| 104.46 |
|
AECO ($Cdn/MMbtu) | 2.25 |
| 2.95 |
| 3.42 |
| 3.91 |
| 4.20 |
| 4.28 |
| 4.35 |
| 4.43 |
| 4.51 |
| 4.59 |
| 4.67 |
|
| |
(1) | The forecast benchmark commodity prices listed above are adjusted for quality differentials, heat content, distance to market and other factors in performing our impairment tests. |
| |
(2) | Forecast benchmark commodity prices are assumed to increase by 1.5% in each year after 2026 to the end of the reserve life. Exchange rates are assumed to be constant at 0.850. |
At December 31, 2015, the Company determined that the carrying amount of the Southeast Saskatchewan, Southwest Saskatchewan, Southern Alberta, Southern USA, Northern USA and Northern Alberta CGUs exceeded their fair value less costs of disposal. The full amount of the impairment was attributed to PP&E and, as a result, impairment losses of $1.4 billion were recorded as a component of depletion, depreciation, amortization and impairment expense. At December 31, 2014, the Company determined that the carrying amount of the Southern Alberta, Southern USA and Northern USA CGUs exceeded their fair value less costs of disposal. The full amount of the impairment was attributed to PP&E and, as a result, impairment losses of $588.2 million were recorded as a component of depletion, depreciation, amortization and impairment expense.
The following table summarizes the impairment for the year ended December 31, 2015 by CGU: |
| | | | | | | | | |
CGU ($ millions, except %) | Operating segment | Fair value less costs of disposal |
| Discount rate |
| Impairment |
| Impairment, net of tax |
|
Southeast Saskatchewan | Canada | 7,732.1 |
| 9.25 | % | 315.2 |
| 230.1 |
|
Southwest Saskatchewan (1) | Canada | 2,878.0 |
| 9.25 | % | 345.2 |
| 252.0 |
|
Southern Alberta | Canada | 1,290.4 |
| 9.50 | % | 255.5 |
| 186.5 |
|
Southern USA (1) | USA | 922.4 |
| 9.50 | % | 384.6 |
| 239.0 |
|
Northern USA (1) | USA | 567.7 |
| 9.75 | % | 59.5 |
| 37.0 |
|
Northern Alberta (1) | Canada | 80.0 |
| 9.75 | % | 25.3 |
| 18.5 |
|
Total impairment | | 1,385.3 |
| 963.1 |
|
| |
(1) | At September 30, 2015, the carrying amount of the Southwest Saskatchewan, Southern USA, Northern USA and Northern Alberta CGUs exceeded their fair value less costs of disposal and impairment was recorded as a component of depletion, depreciation, amortization and impairment expense. As a result of the further decrease in forecast benchmark commodity prices at December 31, 2015 compared to September 30, 2015, further impairment was recorded. |
The impairment was largely a result of the decrease in forecast benchmark commodity prices at December 31, 2015 compared to December 31, 2014, partially offset by the positive impact of capital and operating cost reductions, improved capital efficiencies and technical and development reserve additions.
Changes in any of the key judgments, such as a downward revision in reserves, a decrease in forecast benchmark commodity prices, changes in foreign exchange rates, an increase in royalties or an increase in operating costs would decrease the recoverable amounts of assets and any impairment charges would affect net income. A one percent increase in the assumed discount rate would result in an additional impairment expense of approximately $1.3 billion for the year ended December 31, 2015. A five percent decrease in the forecast benchmark commodity price estimate would result in an additional impairment expense of approximately $2.0 billion for the year ended December 31, 2015.
At December 31, 2015, the Company had goodwill of $251.9 million (December 31, 2014 - $251.9 million). Goodwill has been assigned to the Canadian operating segment.
|
| |
CRESCENT POINT ENERGY CORP. | 18 |
Impairment test of goodwill
The impairment test of goodwill at December 31, 2015 and December 31, 2014, determined based on fair value less costs of disposal, concluded that the estimated recoverable amount exceeded the carrying amount. As such, no goodwill impairment existed. The fair value measurement of the recoverable amount of the Canadian operating segment is categorized as Level 3 according to the IFRS 13 fair value hierarchy. Refer to Note 9 - “Property, Plant and Equipment” for a description of the key input estimates and the methodology used in the determination of the estimated recoverable amount related to goodwill.
The following table reconciles long-term debt: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Bank debt | 2,171.4 |
| | 1,261.1 |
| |
Senior guaranteed notes (1) | 2,280.6 |
| | 1,682.0 |
| |
Long-term debt | 4,452.0 |
| | 2,943.1 |
| |
Long-term debt due within one year | 72.0 |
| | 93.5 |
| |
Long-term debt due beyond one year | 4,380.0 |
| | 2,849.6 |
| |
| |
(1) | The Company entered into cross currency swaps and a foreign exchange swap concurrent with the issuance of the US senior guaranteed notes to fix the US dollar amount of the notes for the purpose of principal repayment at Canadian dollar notional amounts. The total principal due on the maturity of the senior guaranteed notes is $1.79 billion. |
Bank Debt
The Company has a syndicated unsecured credit facility with sixteen banks and an operating credit facility with one Canadian chartered bank, for a total amount available under the combined facilities of $3.6 billion. The syndicated unsecured credit facility also includes an accordion feature that allows the Company to increase the facility by up to $500.0 million under certain conditions. The syndicated unsecured credit facility constitutes a revolving credit facility for a three year term which is extendible annually; the current maturity date is June 8, 2018. The operating credit facility constitutes a revolving facility for a three year term which is extendible annually; the current maturity date is June 8, 2018.
The credit facilities bear interest at the applicable market rate plus a margin based on a sliding scale ratio of the Company's senior debt to earnings before interest, taxes, depletion, impairment, depreciation and amortization, adjusted for certain non-cash items including unrealized derivatives, unrealized foreign exchange, share-based compensation expense and accretion ("EBITDA").
The credit facilities and senior guaranteed notes have covenants which restrict the Company's ratio of senior debt to EBITDA to a maximum of 3.5:1.0, the ratio of total debt to EBITDA to a maximum of 4:0:1.0 and the ratio of senior debt to capital, adjusted for certain non-cash items as noted above, to a maximum of 0.55:1.0. The Company is in compliance with all debt covenants at December 31, 2015.
The Company had letters of credit in the amount of $13.7 million outstanding at December 31, 2015.
The Company manages its credit facilities through a combination of bankers' acceptance loans, US dollar LIBOR loans and interest rate swaps.
|
| |
CRESCENT POINT ENERGY CORP. | 19 |
Senior Guaranteed Notes
The Company has closed private offerings of senior guaranteed notes raising total gross proceeds of US$1.51 billion and Cdn$197.0 million. The notes are unsecured and rank pari passu with the Company's bank credit facilities and carry a bullet repayment on maturity. The senior guaranteed notes have financial covenants similar to those of the combined credit facilities described above. The terms, rates, amounts due on maturity and carrying amounts of the Company's outstanding senior guaranteed notes are detailed below: |
| | | | | | | | | | | | |
Principal ($ millions) | Coupon Rate |
| Principal Due on Maturity (1) (Cdn$ millions) |
| Interest Payment Dates | Maturity Date | Financial statement carrying value |
2015 |
| | 2014 |
| |
Cdn$50.0 | 4.92 | % | - |
| September 24 and March 24 | March 24, 2015 | - |
| | 50.0 |
| |
US$37.5 | 4.71 | % | - |
| September 24 and March 24 | March 24, 2015 | - |
| | 43.5 |
| |
US$52.0 | 3.93 | % | 50.1 |
| October 14 and April 14 | April 14, 2016 | 72.0 |
| | 60.3 |
| |
US$67.5 | 5.48 | % | 68.9 |
| September 24 and March 24 | March 24, 2017 | 93.3 |
| | 78.3 |
| |
US$31.0 | 4.58 | % | 29.9 |
| October 14 and April 14 | April 14, 2018 | 42.9 |
| | 36.0 |
| |
US$20.0 | 2.65 | % | 20.4 |
| December 12 and June 12 | June 12, 2018 | 27.7 |
| | 23.2 |
| |
Cdn$7.0 | 4.29 | % | 7.0 |
| November 22 and May 22 | May 22, 2019 | 7.0 |
| | 7.0 |
| |
US$68.0 | 3.39 | % | 66.7 |
| November 22 and May 22 | May 22, 2019 | 94.1 |
| | 78.9 |
| |
US$155.0 | 6.03 | % | 158.3 |
| September 24 and March 24 | March 24, 2020 | 214.5 |
| | 179.8 |
| |
Cdn$50.0 | 5.53 | % | 50.0 |
| October 14 and April 14 | April 14, 2021 | 50.0 |
| | 50.0 |
| |
US$82.0 | 5.13 | % | 79.0 |
| October 14 and April 14 | April 14, 2021 | 113.5 |
| | 95.1 |
| |
US$52.5 | 3.29 | % | 56.3 |
| December 20 and June 20 | June 20, 2021 | 72.7 |
| | 60.9 |
| |
Cdn$25.0 | 4.76 | % | 25.0 |
| November 22 and May 22 | May 22, 2022 | 25.0 |
| | 25.0 |
| |
US$200.0 | 4.00 | % | 199.1 |
| November 22 and May 22 | May 22, 2022 | 276.8 |
| | 232.0 |
| |
Cdn$10.0 | 4.11 | % | 10.0 |
| December 12 and June 12 | June 12, 2023 | 10.0 |
| | 10.0 |
| |
US$270.0 | 3.78 | % | 274.7 |
| December 12 and June 12 | June 12, 2023 | 373.7 |
| | 313.2 |
| |
Cdn$40.0 | 3.85 | % | 40.0 |
| December 20 and June 20 | June 20, 2024 | 40.0 |
| | 40.0 |
| |
US$257.5 | 3.75 | % | 276.4 |
| December 20 and June 20 | June 20, 2024 | 356.4 |
| | 298.8 |
| |
Cdn$65.0 | 3.94 | % | 65.0 |
| October 22 and April 22 | April 22, 2025 | 65.0 |
| | - |
| |
US$230.0 | 4.08 | % | 291.1 |
| October 22 and April 22 | April 22, 2025 | 318.3 |
| | - |
| |
US$20.0 | 4.18 | % | 25.3 |
| October 22 and April 22 | April 22, 2027 | 27.7 |
| | - |
| |
Senior guaranteed notes | 1,793.2 |
| | | 2,280.6 |
| | 1,682.0 |
| |
Senior guaranteed notes due within one year | 72.0 |
| | 93.5 |
| |
Senior guaranteed notes due beyond one year | 2,208.6 |
| | 1,588.5 |
| |
| |
(1) | Includes underlying derivatives which manage the Company's foreign exchange exposure on its US dollar senior guaranteed notes. The Company considers this to be the economic amount due at maturity and not the financial statement carrying amount. |
Concurrent with the issuance of US$1.48 billion senior guaranteed notes, the Company entered into cross currency swaps (''CCS'') to manage the Company's foreign exchange risk. The CCS fix the US dollar amount of the notes for purposes of interest and principal repayments at a notional amount of $1.56 billion. Concurrent with the issuance of US$30.0 million senior guaranteed notes, the Company entered a foreign exchange swap which fixed the principal repayment at a notional amount of $32.2 million. See additional information in Note 23 - “Financial Instruments and Derivatives”.
| |
12. | OTHER LONG-TERM LIABILITIES |
|
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Lease inducement (1) | 47.2 |
| | 43.8 |
| |
Long-term compensation liability (2) | 2.5 |
| | 2.3 |
| |
Other long-term liability (3) | 6.6 |
| | - |
| |
Other long-term liabilities | 56.3 |
| | 46.1 |
| |
| |
(1) | The Company's lease inducement is associated with the building lease for Crescent Point's corporate office. This non-cash liability is amortized on a straight-line basis over the term of the lease to June 2030. |
| |
(2) | Long-term compensation liability relates to the DSU Plan. See additional information in Note 21 - "Share-based Compensation". |
| |
(3) | Other long-term liability is related to the estimated unrecoverable portion of a building lease acquired through capital acquisitions. See additional information in Note 8 - "Capital Acquisitions and Dispositions". |
|
| |
CRESCENT POINT ENERGY CORP. | 20 |
| |
13. | DECOMMISSIONING LIABILITY |
The following table reconciles the decommissioning liability: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Decommissioning liability, beginning of year | 1,023.4 |
| | 629.5 |
| |
Liabilities incurred | 57.0 |
| | 41.9 |
| |
Liabilities acquired through capital acquisitions | 81.3 |
| | 94.8 |
| |
Liabilities disposed through capital dispositions | (1.2 | ) | | (0.2 | ) | |
Liabilities settled | (15.8 | ) | | (38.0 | ) | |
Revaluation of acquired decommissioning liabilities (1) | 111.1 |
| | 80.6 |
| |
Change in estimated future costs | (14.5 | ) | | 70.6 |
| |
Change in discount rate | (11.0 | ) | | 123.0 |
| |
Accretion expense | 25.1 |
| | 21.2 |
| |
Decommissioning liability, end of year | 1,255.4 |
| | 1,023.4 |
| |
Expected to be incurred within one year | 32.4 |
| | 52.3 |
| |
Expected to be incurred beyond one year | 1,223.0 |
| | 971.1 |
| |
| |
(1) | These amounts relate to the revaluation of acquired decommissioning liabilities at the end of the period using a risk-free discount rate. At the date of acquisition, acquired decommissioning liabilities are fair valued. |
The total future decommissioning liability was estimated by management based on the Company’s net ownership in all wells and facilities. This includes all estimated costs to reclaim and abandon the wells and facilities and the estimated timing of the costs to be incurred in future periods. The Company has estimated the net present value of its total decommissioning liability to be $1.3 billion at December 31, 2015 (December 31, 2014 - $1.0 billion) based on total estimated undiscounted cash flows to settle the obligation of $1.3 billion (December 31, 2014 - $1.1 billion). These obligations are expected to be settled through 2049, with the majority expected after 2034. The estimated cash flows have been discounted using a risk free rate of approximately 2.25 percent and an inflation rate of 2 percent (December 31, 2014 - approximately 2.25 percent and 2 percent, respectively).
Crescent Point has an unlimited number of common shares authorized for issuance. |
| | | | | | | | | | | | |
| 2015 | | | 2014 | | |
| Number of shares |
| | Amount ($ millions) |
| | Number of shares |
| | Amount ($ millions) |
| |
Common shares, beginning of year | 446,510,210 |
| | 14,373.5 |
| | 394,993,566 |
| | 12,181.4 |
| |
Issued for cash | 23,160,000 |
| | 660.1 |
| | 18,435,000 |
| | 800.1 |
| |
Issued on capital acquisitions | 22,548,758 |
| | 541.9 |
| | 22,054,895 |
| | 974.2 |
| |
Issued on redemption of restricted shares (1) | 2,459,867 |
| | 92.5 |
| | 1,887,180 |
| | 77.9 |
| |
Issued pursuant to DRIP (2) and SDP (3) | 10,257,095 |
| | 261.7 |
| | 9,139,569 |
| | 339.9 |
| |
Common shares, end of year | 504,935,930 |
| | 15,929.7 |
| | 446,510,210 |
| | 14,373.5 |
| |
Cumulative share issue costs, net of tax | - |
| | (236.5 | ) | | - |
| | (215.9 | ) | |
Total shareholders’ capital, end of year | 504,935,930 |
| | 15,693.2 |
| | 446,510,210 |
| | 14,157.6 |
| |
| |
(1) | The amount of shares issued on redemption of restricted shares is net of any employee withholding taxes. |
| |
(2) | Premium Dividend TM and Dividend Reinvestment Plan. |
|
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Accumulated earnings | 693.0 |
| | 1,563.2 |
| |
Accumulated gain on shares issued pursuant to DRIP (1) and SDP (2) | 8.4 |
| | - |
| |
Accumulated tax effect on redemption of restricted shares | 9.9 |
| | 9.9 |
| |
Accumulated dividends | (6,950.6 | ) | | (5,930.2 | ) | |
Deficit | (6,239.3 | ) | | (4,357.1 | ) | |
| |
(1) | Premium Dividend TM and Dividend Reinvestment Plan. |
|
| |
CRESCENT POINT ENERGY CORP. | 21 |
The Company’s capital structure is comprised of shareholders’ equity, long-term debt and working capital. The balance of each of these items is as follows: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Long-term debt | 4,452.0 |
| | 2,943.1 |
| |
Working capital deficiency (1) | 342.8 |
| | 433.0 |
| |
Unrealized foreign exchange on translation of hedged US dollar long-term debt | (531.2 | ) | | (185.0 | ) | |
Net debt | 4,263.6 |
| | 3,191.1 |
| |
Shareholders’ equity | 10,125.0 |
| | 10,160.9 |
| |
Total capitalization | 14,388.6 |
| | 13,352.0 |
| |
| |
(1) | Working capital deficiency is calculated as accounts payable and accrued liabilities plus dividends payable, less cash, accounts receivable, prepaids and deposits and long-term investments, excluding the equity settled component of dividends payable. |
Crescent Point's objective for managing capital is to maintain a strong balance sheet and capital base to provide financial flexibility, pay dividends and to position the Company for the future development of the business. Ultimately, Crescent Point strives to maximize long-term stakeholder value by ensuring the Company has the financing capacity to fund projects that are expected to add value to stakeholders and distribute any excess cash that is not required for financing projects.
Crescent Point manages and monitors its capital structure and short-term financing requirements using a non-GAAP measure, the ratio of net debt to funds flow from operations. Net debt is calculated as long-term debt plus accounts payable and accrued liabilities and dividends payable, less cash, accounts receivable, prepaids and deposits and long-term investments, excluding the equity settled component of dividends payable and unrealized foreign exchange on translation of hedged US dollar long-term debt. Funds flow from operations is calculated as cash flow from operating activities before changes in non-cash working capital, transaction costs and decommissioning expenditures. Net debt to funds flow from operations is used to measure the Company's overall debt position and to measure the strength of the Company's balance sheet. Crescent Point's objective is to manage this metric to be well positioned to pay monthly dividends and to continue to exploit and develop its resource plays. Crescent Point monitors this ratio and uses this as a key measure in making decisions regarding financing, capital spending and dividend levels. The Company's net debt to funds flow from operations ratio at December 31, 2015 was 2.2 times (December 31, 2014 - 1.3 times). The funds flow from operations only reflects funds flow from operations generated on acquired properties since the closing date of the acquisitions.
Crescent Point strives to fund its capital expenditures, decommissioning expenditures and dividends over time by managing risks associated with the oil and gas industry. To accomplish this, the Company maintains a conservative balance sheet with significant unutilized lines of credit, manages its exposure to fluctuating interest rates and foreign exchange rates on its long-term debt, and actively hedges commodity prices using a 3½ year risk management program. Unless otherwise approved by the Board of Directors, the Company can hedge benchmark prices on up to 65 percent of after royalty volumes using a portfolio of swaps, collars and put option instruments and can hedge price differentials on up to 35 percent of after royalty volumes using a combination of financial derivatives and fixed differential physical contracts.
Crescent Point is subject to certain financial covenants on its credit facility and senior guaranteed notes agreements and is in compliance with all financial covenants as at December 31, 2015. See Note 11 - "Long-term Debt" for additional information regarding the Company's financial covenant requirements.
| |
17. | DERIVATIVE GAINS (LOSSES) |
|
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Realized gains (losses) | 642.6 |
| | (104.8 | ) | |
Unrealized gains | 228.1 |
| | 880.8 |
| |
Derivative gains | 870.7 |
| | 776.0 |
| |
|
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Unrealized loss on long-term investments | (13.9 | ) | | (24.4 | ) | |
Gain on capital acquisitions | 18.8 |
| | - |
| |
Gain on sale of long-term investments | 0.7 |
| | - |
| |
Other gain | 2.3 |
| | - |
| |
Other income (loss) | 7.9 |
| | (24.4 | ) | |
|
| |
CRESCENT POINT ENERGY CORP. | 22 |
| |
19. | FOREIGN EXCHANGE GAIN (LOSS) |
|
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Realized gain (loss) | | | | |
CCS - interest payment | 7.0 |
| | (2.1 | ) | |
CCS - principal repayment | 14.3 |
| | - |
| |
Settlement of US dollar long-term debt | (21.2 | ) | | - |
| |
Other | 3.1 |
| | 0.5 |
| |
Unrealized loss | | | | |
Translation of US dollar long-term debt | (363.5 | ) | | (121.8 | ) | |
Other | (2.2 | ) | | (1.0 | ) | |
Foreign exchange loss | (362.5 | ) | | (124.4 | ) | |
The provision for income taxes is as follows: |
| | | | | | | |
($ millions) | | 2015 |
| | 2014 |
| |
Current tax: | | | | |
| Canada | (2.1 | ) | | (0.2 | ) | |
| Luxembourg | 0.2 |
| | 0.3 |
| |
Current tax expense (recovery) | (1.9 | ) | | 0.1 |
| |
Deferred tax: | | | | |
| Canada | (191.5 | ) | | 280.5 |
| |
| United States | (380.7 | ) | | 23.5 |
| |
Deferred tax expense (recovery) | (572.2 | ) | | 304.0 |
| |
Income tax expense (recovery) | (574.1 | ) | | 304.1 |
| |
The following table reconciles income taxes calculated at the Canadian statutory rate with the recorded income taxes: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Net income (loss) before tax | (1,444.3 | ) | | 813.0 |
| |
Statutory income tax rate | 26.60% |
| | 26.14% |
| |
Expected provision for income taxes | (384.2 | ) | | 212.5 |
| |
Effect of change in corporate tax rates | 40.2 |
| | 4.0 |
| |
Effect of tax rates in foreign jurisdictions | (89.4 | ) | | (48.5 | ) | |
Effect of restricted share bonus plan | 0.6 |
| | (2.4 | ) | |
Effect of change in recognition of deferred tax assets | (150.8 | ) | | 134.8 |
| |
Effect of non-taxable capital losses | 13.3 |
| | 3.7 |
| |
Other | (3.8 | ) | | - |
| |
Income tax expense (recovery) | (574.1 | ) | | 304.1 |
| |
The statutory combined federal and provincial income tax rate increased from 26.14% in 2014 to 26.60% in 2015 primarily due to the increase in the Alberta corporate tax rate from 10% to 12%, effective July 1, 2015.
The composition of net deferred income tax liabilities is as follows: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Deferred income tax assets | 388.5 |
| | - |
| |
Deferred income tax liabilities | (995.3 | ) | | (1,348.2 | ) | |
Net deferred income tax liabilities | (606.8 | ) | | (1,348.2 | ) | |
|
| |
CRESCENT POINT ENERGY CORP. | 23 |
The net deferred income tax liabilities are expected to be settled in the following periods: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Deferred income tax: | | | | |
To be settled within 12 months | (122.0 | ) | | (121.5 | ) | |
To be settled after more than 12 months | (484.8 | ) | | (1,226.7 | ) | |
Deferred income tax | (606.8 | ) | | (1,348.2 | ) | |
The movement in deferred income tax assets (liabilities) are as follows: |
| | | | | | | | | | | | |
($ millions) | At January 1, 2015 |
| | (Charges) / credits due to acquisitions & other |
| | (Charged) / credited to earnings |
| | At December 31, 2015 |
| |
Deferred income tax assets: | | | | | | | | |
Decommissioning liability | 258.0 |
| | 21.0 |
| | 65.8 |
| | 344.8 |
| |
Income tax losses carried forward | 20.0 |
| | 147.4 |
| | 234.5 |
| | 401.9 |
| |
Debt financing costs | - |
| | 13.1 |
| | - |
| | 13.1 |
| |
Share issue costs | 18.1 |
| | 8.2 |
| | (8.6 | ) | | 17.7 |
| |
Risk management contracts | 1.0 |
| | - |
| | (0.4 | ) | | 0.6 |
| |
Other | 4.2 |
| | 9.7 |
| | 3.7 |
| | 17.6 |
| |
| 301.3 |
| | 199.4 |
| | 295.0 |
| | 795.7 |
| |
Deferred income tax liabilities: | | | | | | | | |
Property, plant & equipment | (1,392.1 | ) | | (30.2 | ) | | 209.6 |
| | (1,212.7 | ) | |
Timing of partnership items | (95.5 | ) | | - |
| | 40.7 |
| | (54.8 | ) | |
Risk management contracts | (161.9 | ) | | - |
| | 26.9 |
| | (135.0 | ) | |
| (1,649.5 | ) | | (30.2 | ) | | 277.2 |
| | (1,402.5 | ) | |
Net deferred income tax liabilities | (1,348.2 | ) | | 169.2 |
| | 572.2 |
| | (606.8 | ) | |
|
| | | | | | | | | | | | |
($ millions) | At January 1, 2014 |
| | (Charges) / credits due to acquisitions & other |
| | (Charged) / credited to earnings |
| | At December 31, 2014 |
| |
Deferred income tax assets: | | | | | | | | |
Decommissioning liability | 167.0 |
| | 17.8 |
| | 73.2 |
| | 258.0 |
| |
Income tax losses carried forward | 122.6 |
| | 16.1 |
| | (118.7 | ) | | 20.0 |
| |
Share issue costs | 22.4 |
| | 8.8 |
| | (13.1 | ) | | 18.1 |
| |
Risk management contracts | 32.6 |
| | 1.7 |
| | (33.3 | ) | | 1.0 |
| |
Other | 2.1 |
| | 2.9 |
| | (0.8 | ) | | 4.2 |
| |
| 346.7 |
| | 47.3 |
| | (92.7 | ) | | 301.3 |
| |
Deferred income tax liabilities: | | | | | | | | |
Property, plant & equipment | (1,060.5 | ) | | (226.9 | ) | | (104.7 | ) | | (1,392.1 | ) | |
Timing of partnership items | (137.4 | ) | | - |
| | 41.9 |
| | (95.5 | ) | |
Risk management contracts | (13.4 | ) | | - |
| | (148.5 | ) | | (161.9 | ) | |
| (1,211.3 | ) | | (226.9 | ) | | (211.3 | ) | | (1,649.5 | ) | |
Net deferred income tax liabilities | (864.6 | ) | | (179.6 | ) | | (304.0 | ) | | (1,348.2 | ) | |
The approximate amounts of tax pools available as at December 31, 2015 and 2014 are as follows: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Tax pools: | | | | |
Canada | 9,427.0 |
| | 7,874.0 |
| |
United States | 2,928.3 |
| | 2,101.9 |
| |
Total | 12,355.3 |
| | 9,975.9 |
| |
|
| |
CRESCENT POINT ENERGY CORP. | 24 |
The tax pools presented do not include the impact of income from the general partnership for its fiscal period ended December 31, 2015 for which the Company is entitled to claim a reserve for current income tax purposes. Including the impact of income from the general partnership which is taxable to the Company in future years, the net tax pools remaining at December 31, 2015 are approximately $12.2 billion (December 31, 2014 - $9.6 billion).
The above tax pools include estimated Canadian non-capital losses carried forward of $848.8 million (December 31, 2014 - $76.3 million) that expire in the years 2027 through 2035, and U.S. net operating losses of $651.9 million (December 31, 2014 - $231.1 million) which expire in the years 2025 through 2036. A deferred income tax asset has not been recognized for U.S. net operating losses of $195.6 million (December 31, 2014 - $231.1 million) or for other temporary differences of $9.8 million (December 31, 2014 - $156.9 million) as there is not sufficient certainty regarding future utilization.
A deferred tax asset has not been recognized in respect of certain unrealized capital losses and capital losses carried forward for Canadian tax purposes in the amount of $2.3 million (December 31, 2014 - $117.8 million). Recognition is dependent on the realization of future taxable capital gains.
A deferred tax asset has not been recognized in respect of temporary differences associated with investments in subsidiaries as it is not likely that the temporary differences will reverse in the foreseeable future. The deductible temporary differences associated with investments in subsidiaries is approximately $910.0 million (December 31, 2014 - $385.8 million).
The Company received notices of reassessment from the Canada Revenue Agency in 2014 and 2015 disallowing $149.3 million of tax pools and $12.6 million of investment tax credits. The Company has filed notices of objections in response to these reassessments and management believes that it will be successful in defending its positions. Therefore, no provision for the potential income tax liability was recorded at December 31, 2015 and December 31, 2014.
| |
21. | SHARE-BASED COMPENSATION |
Restricted Share Bonus Plan
The Company has a Restricted Share Bonus Plan pursuant to which the Company may grant restricted shares to directors, officers, employees and consultants. The restricted shares vest on terms up to three years from the grant date as determined by the Board of Directors.
Deferred Share Unit Plan
The Company has a DSU plan for directors. Each DSU vests on the date of the grant, however, the settlement of the DSU occurs following a change of control or when the individual ceases to be a director of the Company. Deferred Share Units are settled in cash based on the prevailing Crescent Point share price.
The following table reconciles the number of restricted shares and DSUs for the year ended December 31, 2015: |
| | | | | | |
| Restricted Shares |
| | Deferred Share Units |
| |
Balance, beginning of year | 3,648,565 |
| | 84,396 |
| |
Granted | 3,024,854 |
| | 68,887 |
| |
Redeemed | (2,517,661 | ) | | - |
| |
Forfeited | (195,395 | ) | | - |
| |
Balance, end of year | 3,960,363 |
| | 153,283 |
| |
The following table reconciles the number of restricted shares and DSUs for the year ended December 31, 2014: |
| | | | | | |
| Restricted Shares |
| | Deferred Share Units |
| |
Balance, beginning of year | 2,588,143 |
| | 75,380 |
| |
Granted | 3,117,851 |
| | 33,967 |
| |
Adjustment in accordance with grant | - |
| | (8,377 | ) | |
Redeemed | (1,922,677 | ) | | (16,574 | ) | |
Forfeited | (134,752 | ) | | - |
| |
Balance, end of year | 3,648,565 |
| | 84,396 |
| |
For the year ended December 31, 2015, the Company calculated total share-based compensation, net of estimated forfeitures, of $75.5 million (December 31, 2014 - $87.7 million), of which $16.9 million was capitalized (December 31, 2014 - $18.0 million).
|
| |
CRESCENT POINT ENERGY CORP. | 25 |
The following table summarizes the weighted average shares used in calculating net income per share: |
| | | | | | |
| 2015 |
| | 2014 |
| |
Weighted average shares – basic | 478,259,077 |
| | 418,688,308 |
| |
Dilutive impact of restricted shares | - |
| | 2,371,936 |
| |
Weighted average shares – diluted (1) | 478,259,077 |
| | 421,060,244 |
| |
| |
(1) | Weighted average shares - diluted for the per share - diluted calculations of funds flow from operating activities, cash flow from operating activities and adjusted net earnings is 479,792,159. |
| |
23. | FINANCIAL INSTRUMENTS AND DERIVATIVES |
The Company's financial assets and liabilities are comprised of cash, accounts receivable, long-term investments, reclamation fund, derivative assets and liabilities, accounts payable and accrued liabilities, dividends payable and long-term debt.
Crescent Point's derivative assets and liabilities are transacted in active markets. Crescent Point's long-term investments are transacted in active and non-active markets. The Company classifies the fair value of these transactions according to the following fair value hierarchy based on the amount of observable inputs used to value the instrument:
| |
• | 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. |
Accordingly, Crescent Point's derivative assets and liabilities are classified as Level 2. Long-term investments are classified as Level 1, Level 2 or Level 3 depending on the valuation methods and inputs used and whether the applicable company is publicly traded or private. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy.
Crescent Point's valuation of the investment in a private company is based primarily on recent trading activity in the relevant company's common shares. The Company's finance department is responsible for performing the valuation of financial instruments, including the calculation of Level 3 fair values. Refer to Note 5 - "Long-term investments" for changes in the Company's Level 3 investments.
Discussions of the fair values and risks associated with financial assets and liabilities, as well as summarized information related to derivative positions are detailed below:
a) Carrying Amount and Fair Value of Financial Instruments
The fair value of cash, accounts receivable, reclamation fund, accounts payable and accrued liabilities and dividends payable approximate their carrying amount due to the short-term nature of those instruments. The fair value of the amounts drawn on bank credit facilities is equal to its carrying amount as the facilities bear interest at floating rates and credit spreads that are indicative of market rates. These financial instruments are classified as financial assets and liabilities at amortized cost and are reported at amortized cost.
|
| |
CRESCENT POINT ENERGY CORP. | 26 |
The following table summarizes the carrying value of the Company's remaining financial assets and liabilities as compared to their respective fair values as of December 31, 2015: |
| | | | | | | | | | | | | | |
| 2015 Carrying Value |
| | 2015 Fair Value |
| | Quoted prices in active markets for identical assets (Level 1) |
| | Significant other observable inputs (Level 2) |
| | Significant unobservable inputs (Level 3) | |
($ millions) | | | |
Financial assets | | | | | | | | | | |
Derivatives | 1,030.6 |
| | 1,030.6 |
| | - |
| | 1,030.6 |
| | - | |
Long-term investments (1) | 30.3 |
| | 30.3 |
| | 22.8 |
| | 7.5 |
| | - | |
| 1,060.9 |
| | 1,060.9 |
| | 22.8 |
| | 1,038.1 |
| | - | |
Financial liabilities | | | | | | | | | | |
Derivatives | 2.1 |
| | 2.1 |
| | - |
| | 2.1 |
| | - | |
Senior guaranteed notes (2) | 2,280.6 |
| | 2,302.1 |
| | - |
| | 2,302.1 |
| | - | |
| 2,282.7 |
| | 2,304.2 |
| | - |
| | 2,304.2 |
| | - | |
| |
(1) | Long-term investments are comprised of equity securities in public and private oil and gas companies. |
| |
(2) | The senior guaranteed notes are classified as financial liabilities at amortized cost and are reported at amortized cost. The notes denominated in US dollars are translated to Canadian dollars at the period end exchange rate. The fair value of the notes is calculated based on current interest rates and is not recorded in the financial statements. |
The following table summarizes the carrying value of the Company's remaining financial assets and liabilities as compared to their respective fair values as of December 31, 2014:
|
| | | | | | | | | | | | | | | |
| 2014 Carrying Value |
| | 2014 Fair Value |
| | Quoted prices in active markets for identical assets (Level 1) |
| | Significant other observable inputs (Level 2) |
| | Significant unobservable inputs (Level 3) |
| |
($ millions) | | | |
Financial assets | | | | | | | | | | |
Derivatives | 804.0 |
| | 804.0 |
| | - |
| | 804.0 |
| | - |
| |
Long-term investments (1) | 49.9 |
| | 49.9 |
| | 21.0 |
| | - |
| | 28.9 |
| |
| 853.9 |
| | 853.9 |
| | 21.0 |
| | 804.0 |
| | 28.9 |
| |
Financial liabilities | | | | | | | | | | |
Derivatives | 3.6 |
| | 3.6 |
| | - |
| | 3.6 |
| | - |
| |
Senior guaranteed notes (2) | 1,682.0 |
| | 1,795.2 |
| | - |
| | 1,795.2 |
| | - |
| |
| 1,685.6 |
| | 1,798.8 |
| | - |
| | 1,798.8 |
| | - |
| |
| |
(1) | Long-term investments are comprised of equity securities in public and private oil and gas companies. |
| |
(2) | The senior guaranteed notes are classified as financial liabilities at amortized cost and are reported at amortized cost. The notes denominated in US dollars are translated to Canadian dollars at the period end exchange rate. The fair value of the notes is calculated based on current interest rates and is not recorded in the financial statements. |
Derivative assets and liabilities
Derivative assets and liabilities arise from the use of derivative contracts. The Company's derivative financial instruments are classified as fair value through profit or loss and are reported at fair value with changes in fair value recorded in net income.
The following table summarizes the fair value as at December 31, 2015 and the change in fair value for the year ended December 31, 2015: |
| | | | | | | | | | | | |
($ millions) | Commodity contracts (1) |
| | Interest contracts |
| | CCS contracts (2) |
| | Total |
| |
Derivative assets / (liabilities), beginning of year | 639.6 |
| | (2.2 | ) | | 163.0 |
| | 800.4 |
| |
Unrealized change in fair value | (112.3 | ) | | 1.8 |
| | 338.6 |
| | 228.1 |
| |
Derivative assets / (liabilities), end of year | 527.3 |
| | (0.4 | ) | | 501.6 |
| | 1,028.5 |
| |
| | | | | | | | |
Derivative assets, end of year | 528.0 |
| | 1.0 |
| | 501.6 |
| | 1,030.6 |
| |
Derivative liabilities, end of year | (0.7 | ) | | (1.4 | ) | | - |
| | (2.1 | ) | |
| |
(1) | Includes oil, gas and power contracts. |
| |
(2) | Includes foreign exchange swap contract. |
|
| |
CRESCENT POINT ENERGY CORP. | 27 |
The following table summarizes the fair value as at December 31, 2014 and the change in fair value for the year ended December 31, 2014: |
| | | | | | | | | | | | |
($ millions) | Commodity contracts (1) |
| | Interest contracts |
| | CCS contracts (2) |
| | Total |
| |
Derivative assets / (liabilities), beginning of year | (111.6 | ) | | (6.5 | ) | | 44.1 |
| | (74.0 | ) | |
Acquired through capital acquisitions | (6.4 | ) | | - |
| | - |
| | (6.4 | ) | |
Unrealized change in fair value | 757.6 |
| | 4.3 |
| | 118.9 |
| | 880.8 |
| |
Derivative assets / (liabilities), end of year | 639.6 |
| | (2.2 | ) | | 163.0 |
| | 800.4 |
| |
| | | | | | | | |
Derivative assets, end of year | 640.0 |
| | - |
| | 164.0 |
| | 804.0 |
| |
Derivative liabilities, end of year | (0.4 | ) | | (2.2 | ) | | (1.0 | ) | | (3.6 | ) | |
| |
(1) | Includes oil, gas and power contracts. |
| |
(2) | Includes foreign exchange swap contract. |
Offsetting Financial Assets and Liabilities
Financial assets and liabilities are only offset if the Company has the legal right to offset and intends to settle on a net basis or settle the asset and liability simultaneously. The Company offsets derivative assets and liabilities when the counterparty, commodity, currency and timing of settlement are the same. The following table summarizes the gross asset and liability positions of the Company's financial derivatives by contract that are offset on the balance sheet as at December 31, 2015 and December 31, 2014: |
| | | | | | | | | | | | | | | | | | |
| 2015 | | | 2014 | | |
($ millions) | Asset |
| | Liability |
| | Net |
| | Asset |
| | Liability |
| | Net |
| |
Gross amount | 1,029.7 |
| | (1.2 | ) | | 1,028.5 |
| | 804.1 |
| | (3.7 | ) | | 800.4 |
| |
Amount offset | 0.9 |
| | (0.9 | ) | | - |
| | (0.1 | ) | | 0.1 |
| | - |
| |
Net amount | 1,030.6 |
| | (2.1 | ) | | 1,028.5 |
| | 804.0 |
| | (3.6 | ) | | 800.4 |
| |
| |
b) | Risks Associated with Financial Assets and Liabilities |
The Company is exposed to financial risks from its financial assets and liabilities. The financial risks include market risk relating to commodity prices, interest rates and foreign exchange rates as well as credit and liquidity risk.
Market Risk
Market risk is the risk that the fair value or future cash flows of a derivative will fluctuate because of changes in market prices. Market risk is comprised of commodity price risk, interest rate risk and foreign exchange risk as discussed below.
Commodity Price Risk
The Company is exposed to commodity price risk on crude oil and natural gas revenues as well as power on electricity consumption. As a means to mitigate the exposure to commodity price volatility, the Company has entered into various derivative agreements and physical contracts. The use of derivative instruments is governed under formal policies and is subject to limits established by the Board of Directors.
Crude oil - To partially mitigate exposure to crude oil commodity price risk, the Company enters into option contracts and swaps to manage the Cdn$ WTI price fluctuations. The Company also enters physical delivery and derivative WTI price differential contracts which manage the spread between US$ WTI and various stream prices. The Company manages physical delivery contracts on a month-to-month spot and on a term contract basis. As at December 31, 2015, Crescent Point had committed, on a term contract basis, to deliver an average of approximately 19,000 bbl/d of crude oil for calendar 2016, 6,000 bbl/d of crude oil for calendar 2017, 5,500 bbl/d of crude oil for calendar 2018 and 2,500 bbls/d of crude oil for calendar 2019.
Natural gas - To partially mitigate exposure to natural gas commodity price risk, the Company enters into AECO natural gas swaps, which manage the AECO natural gas price fluctuations.
Power - To partially mitigate exposure to electricity price changes, the Company enters into swaps or fixed price physical delivery contracts which fix the power price.
|
| |
CRESCENT POINT ENERGY CORP. | 28 |
The following table summarizes the sensitivity of the fair value of the Company's derivative positions as at December 31, 2015 and December 31, 2014 to fluctuations in commodity prices or differentials, with all other variables held constant. When assessing the potential impact of these commodity price or differential changes, the Company believes a 10 percent near-term volatility is a reasonable measure. Fluctuations in commodity prices or differentials potentially would have resulted in unrealized gains (losses) impacting income before tax as follows: |
| | | | | | | | | | | | |
| Impact on Income Before Tax | | | Impact on Income Before Tax | | |
($ millions) | Year ended December 31, 2015 | | | Year ended December 31, 2014 | | |
| Increase 10% |
| | Decrease 10% |
| | Increase 10% |
| | Decrease 10% |
| |
Commodity price | | | | | | | | |
Crude oil | (133.7 | ) | | 133.7 |
| | (208.0 | ) | | 208.5 |
| |
Natural gas | (4.5 | ) | | 4.5 |
| | (8.6 | ) | | 8.6 |
| |
Power | 0.2 |
| | (0.2 | ) | | 0.3 |
| | (0.3 | ) | |
Differential | | | | | | | | |
Crude oil | 0.2 |
| | (0.2 | ) | | - |
| | - |
| |
Interest Rate Risk
The Company is exposed to interest rate risk on bank credit facilities to the extent of changes in market interest rates. Based on the Company's floating rate debt position at December 31, 2015, a one percent increase or decrease in the interest rate on floating rate debt would amount to a $17.7 million annualized impact on income before tax.
The Company partially mitigates its exposure to interest rate changes by entering into interest rate swap transactions. The following sensitivities show the resulting unrealized gains (losses) and the impact on income before tax of the respective changes in the applicable forward interest rates as at December 31, 2015 and December 31, 2014 with all other variables held constant: |
| | | | | | | | | | | | |
| Impact on Income Before Tax | | | Impact on Income Before Tax | | |
($ millions) | Year ended December 31, 2015 | | | Year ended December 31, 2014 | | |
Forward interest rates | Increase 10% |
| | Decrease 10% |
| | Increase 10% |
| | Decrease 10% |
| |
Interest rate swaps | 1.7 |
| | (1.7 | ) | | 0.1 |
| | (0.1 | ) | |
Foreign Exchange Risk
Foreign exchange risk arises from changes in foreign exchange rates that may affect the fair value or future cash flows of the Company's financial assets or liabilities. As the Company operates in Canada and the U.S., fluctuations in the exchange rate between the US/Canadian dollars can have a significant effect on reported results. The Company is exposed to foreign exchange risk in relation to its US dollar denominated long-term debt, investment in U.S. subsidiaries and in relation to its crude oil sales.
Concurrent with the drawdown of US$960.0 million LIBOR loans under the bank credit facilities and the issuance of US$1.48 billion senior guaranteed notes, the Company has entered into various CCS to hedge its foreign exchange exposure. Under the terms of the CCS, the US dollar amounts of the LIBOR loans and senior guaranteed notes were fixed for purposes of interest and principal repayments at notional amounts of $1.29 billion and $1.56 billion, respectively. Concurrent with the issuance of US$30.0 million senior guaranteed notes, the Company entered a foreign exchange swap which fixed the principal repayment at a notional amount of $32.2 million.
The Company can partially mitigate its exposure to foreign exchange rate changes by entering into US dollar swaps. To partially mitigate the foreign exchange risk relating to crude oil sales, the Company has fixed crude oil contracts to settle in Cdn$ WTI.
The following sensitivities show the resulting unrealized gains (losses) and the impact on income before tax of the respective changes in the period end and applicable forward foreign exchange rates at December 31, 2015 and December 31, 2014 with all other variables held constant: |
| | | | | | | | | | | | | |
| | Impact on Income Before Tax | | | Impact on Income Before Tax | | |
($ millions) | Exchange Rate | Year ended December 31, 2015 | | | Year ended December 31, 2014 | | |
Cdn$ relative to US$ | | Increase 10% |
| | Decrease 10% |
| | Increase 10% |
| | Decrease 10% |
| |
US dollar long-term debt | Period End | 341.2 |
| | (341.2 | ) | | 150.0 |
| | (150.0 | ) | |
Cross currency swaps | Forward | (365.2 | ) | | 365.2 |
| | (166.0 | ) | | 166.0 |
| |
Foreign exchange swap | Forward | (4.0 | ) | | 4.0 |
| | (3.5 | ) | | 3.5 |
| |
|
| |
CRESCENT POINT ENERGY CORP. | 29 |
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. A substantial portion of the Company's accounts receivable are with customers in the oil and gas industry and are subject to normal industry credit risks. The Company monitors the creditworthiness and concentration of credit with customers of its physical oil and gas sales. To mitigate credit risk associated with its physical sales portfolio, Crescent Point obtains financial assurances such as parental guarantees, letters of credit and third party credit insurance. Including these assurances, approximately 96% of the Company's oil and gas sales are with entities considered investment grade.
The Company is authorized to transact derivative contracts with counterparties rated A (or equivalent) or better, based on the lowest rating of the three ratings providers. Should one of the Company's financial counterparties be downgraded below the A rating limit, the Chief Financial Officer will advise the Audit Committee and provide recommendations to minimize the Company's credit risk to that counterparty. The maximum credit exposure associated with accounts receivable is the total carrying amount and the maximum exposure associated with the derivative instruments approximates their fair value.
Approximately 5 percent of the Company's accounts receivable balance at December 31, 2015 was outstanding for more than 90 days and the Company considers the entire balance to be collectible.
Liquidity Risk
The timing of undiscounted cash outflows relating to the financial liabilities outstanding at December 31, 2015 is outlined in the table below: |
| | | | | | | | | | | | | | | |
($ millions) | 1 year |
| | 2 to 3 years |
| | 4 to 5 years |
| | More than 5 years |
| | Total |
| |
Accounts payable and accrued liabilities | 679.4 |
| | - |
| | - |
| | - |
| | 679.4 |
| |
Dividends payable | 50.5 |
| | - |
| | - |
| | - |
| | 50.5 |
| |
Derivative liabilities (1) | 3.2 |
| | 2.7 |
| | 0.1 |
| | - |
| | 6.0 |
| |
Senior guaranteed notes (2) | 132.5 |
| | 274.2 |
| | 371.4 |
| | 1,561.1 |
| | 2,339.2 |
| |
Bank credit facilities (3) | 82.7 |
| | 2,288.5 |
| | - |
| | - |
| | 2,371.2 |
| |
| |
(1) | These amounts exclude undiscounted cash outflows pursuant to the CCS and foreign exchange swap. |
| |
(2) | These amounts include the notional principal and interest payments pursuant to the related CCS and foreign exchange swap, which fix the amounts due in Canadian dollars. |
| |
(3) | These amounts include interest based on debt outstanding and interest rates effective as at December 31, 2015. The current maturity date of the Company's facilities is June 8, 2018. The Company expects that the facility will be renewed and extended prior to the maturity date. |
The timing of undiscounted cash outflows relating to the financial liabilities outstanding at December 31, 2014 is outlined in the table below: |
| | | | | | | | | | | | | | | |
($ millions) | 1 year |
| | 2 to 3 years |
| | 4 to 5 years |
| | More than 5 years |
| | Total |
| |
Accounts payable and accrued liabilities | 839.2 |
| | - |
| | - |
| | - |
| | 839.2 |
| |
Dividends payable | 102.7 |
| | - |
| | - |
| | - |
| | 102.7 |
| |
Derivative liabilities (1) | 2.1 |
| | 0.7 |
| | 0.3 |
| | - |
| | 3.1 |
| |
Senior guaranteed notes (2) | 158.2 |
| | 248.6 |
| | 241.2 |
| | 1,315.4 |
| | 1,963.4 |
| |
Bank credit facilities (3) | 44.8 |
| | 1,333.4 |
| | - |
| | - |
| | 1,378.2 |
| |
| |
(1) | These amounts exclude undiscounted cash outflows pursuant to the CCS and foreign exchange swap. |
| |
(2) | These amounts include the notional principal and interest payments pursuant to the CCS and foreign exchange swap, which fix the amounts due in Canadian dollars. |
| |
(3) | These amounts include interest based on debt outstanding and interest rates effective as at December 31, 2014. |
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages its liquidity risk through managing its capital structure and continuously monitoring forecast cash flows and available credit under existing banking arrangements as well as other potential sources of capital.
At December 31, 2015, the Company had available unused borrowing capacity on bank credit facilities of approximately $1.4 billion, including $13.7 million letters of credit drawn on the facility. Crescent Point believes it has sufficient liquidity to meet its foreseeable spending requirements.
The Company enters into fixed price oil, gas, power, foreign currency, interest rate, cross currency, foreign exchange forward and crude oil differential contracts to manage its exposure to fluctuations in the price of crude oil, gas, power, foreign exchange and interest on debt.
|
| |
CRESCENT POINT ENERGY CORP. | 30 |
The following is a summary of the derivative contracts in place as at December 31, 2015: |
| | | | | | | |
Financial WTI Crude Oil Derivative Contracts – Canadian Dollar (1) |
Term | Volume (bbls/d) |
| | Average Swap Price ($/bbl) |
| | |
2016 (2) | 43,249 |
| | 83.01 |
| | |
2017 (3) | 13,727 |
| | 80.62 |
| | |
2018 January - September | 8,310 |
| | 79.71 |
| | |
| |
(1) | The volumes and prices reported are the weighted average volumes and prices for the period. |
| |
(2) | Includes 2,500 bbls/d which can be extended at the option of the counterparty for calendar 2017 at an average swap price of $90.39/bbl. |
| |
(3) | Includes 4,000 bbls/d which can be extended at the option of the counterparty for the first half of 2018 at an average swap price of $86.16/bbl. |
|
| | | | | | | | | | | |
Financial WTI Crude Oil Differential Derivative Contracts – Canadian Dollar |
Term | | Volume (bbls/d) |
| | Contract | | Basis | | Fixed Differential ($/bbl) |
| |
2016 | | 500 |
| | Basis Swap | | MSW | | (4.50 | ) | |
|
| | | | |
Financial AECO Natural Gas Derivative Contracts – Canadian Dollar (1) | Average Volume (GJ/d) | | Average Swap Price ($/GJ) | |
Term | |
2016 | 32,005 | | 3.57 | |
2017 | 16,425 | | 3.55 | |
2018 January - March | 11,000 | | 3.55 | |
| |
(1) | The volumes and prices reported are the weighted average volumes and prices for the period. |
|
| | | | | |
Financial Power Derivative Contracts – Canadian Dollar | | Volume (MW/h) | | Fixed Rate ($/MW/h) | |
Term | Contract | |
2016 | Swap | 3.0 | | 50.00 | |
2017 | Swap | 3.0 | | 52.50 | |
|
| | | | | |
Financial Interest Rate Derivative Contracts – Canadian Dollar | | Notional Principal ($ millions) | | Fixed Annual Rate (%) | |
Term | Contract | | |
January 2016 - September 2018 | Swap | 50.0 | | 0.90 | |
January 2016 - September 2018 | Swap | 50.0 | | 0.87 | |
January 2016 - August 2020 | Swap | 50.0 | | 1.16 | |
January 2016 - August 2020 | Swap | 50.0 | | 1.16 | |
January 2016 - August 2020 | Swap | 100.0 | | 1.15 | |
January 2016 - September 2020 | Swap | 50.0 | | 1.14 | |
January 2016 - September 2020 | Swap | 50.0 | | 1.11 | |
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CRESCENT POINT ENERGY CORP. | 31 |
|
| | | | | | | | | | | | | |
Financial Cross Currency Derivative Contracts | | | | | |
Term | Contract | Receive Notional Principal (US$ millions) |
| | Fixed Annual Rate (US%) |
| | Pay Notional Principal (Cdn$ millions) |
| | Fixed Annual Rate (Cdn%) |
| |
January 2016 | Swap | 200.0 |
| | 2.37 |
| | 262.0 |
| | 2.64 |
| |
January 2016 | Swap | 100.0 |
| | 2.47 |
| | 131.2 |
| | 2.78 |
| |
January 2016 - February 2016 | Swap | 100.0 |
| | 2.39 |
| | 131.6 |
| | 2.63 |
| |
January 2016 - March 2016 | Swap | 160.0 |
| | 2.51 |
| | 216.0 |
| | 2.62 |
| |
January 2016 - March 2016 | Swap | 200.0 |
| | 2.55 |
| | 273.8 |
| | 2.63 |
| |
January 2016 - March 2016 | Swap | 200.0 |
| | 2.55 |
| | 273.8 |
| | 2.62 |
| |
January 2016 – April 2016 | Swap | 52.0 |
| | 3.93 |
| | 50.1 |
| | 4.84 |
| |
January 2016 – March 2017 | Swap | 67.5 |
| | 5.48 |
| | 68.9 |
| | 5.89 |
| |
January 2016 – April 2018 | Swap | 31.0 |
| | 4.58 |
| | 29.9 |
| | 5.32 |
| |
January 2016 – June 2018 | Swap | 20.0 |
| | 2.65 |
| | 20.4 |
| | 3.52 |
| |
January 2016 – May 2019 | Swap | 68.0 |
| | 3.39 |
| | 66.7 |
| | 4.53 |
| |
January 2016 – March 2020 | Swap | 155.0 |
| | 6.03 |
| | 158.3 |
| | 6.45 |
| |
January 2016 – April 2021 | Swap | 82.0 |
| | 5.13 |
| | 79.0 |
| | 5.83 |
| |
January 2016 – June 2021 | Swap | 52.5 |
| | 3.29 |
| | 56.3 |
| | 3.59 |
| |
January 2016 – May 2022 | Swap | 170.0 |
| | 4.00 |
| | 166.9 |
| | 5.03 |
| |
January 2016 – June 2023 | Swap | 270.0 |
| | 3.78 |
| | 274.7 |
| | 4.32 |
| |
January 2016 – June 2024 | Swap | 257.5 |
| | 3.75 |
| | 276.4 |
| | 4.03 |
| |
January 2016 – April 2025 | Swap | 230.0 |
| | 4.08 |
| | 291.1 |
| | 4.13 |
| |
January 2016 – April 2027 | Swap | 20.0 |
| | 4.18 |
| | 25.3 |
| | 4.25 |
| |
|
| | | | | | | | | |
Financial Foreign Exchange Forward Derivative Contracts | | | | |
Settlement Date | Contract | | Receive Notional Principal (US$ millions) |
| | Pay Notional Principal (Cdn$ millions) |
| |
May 22, 2022 | Swap | | 30.0 |
| | 32.2 |
| |
| |
24. | RELATED PARTY TRANSACTIONS |
All related party transactions are recorded at the exchange amount.
During the year ended December 31, 2015, Crescent Point recorded $8.0 million (December 31, 2014 - $4.8 million) of expenditures in the normal course of business to an oilfield services company of which a director and officer is a director of the Company.
Crescent Point also recorded $1.2 million during the year ended December 31, 2015 (December 31, 2014 - $0.2 million) of legal fees in the normal course of business to a law firm of which a partner is a director of the Company.
Compensation of Key Management Personnel
Key management personnel of the Company consists of its directors and executive officers. In addition to the directors fees and salaries paid to the directors and officers, respectively, the directors participate in the Restricted Share Bonus Plan and DSU Plan and the officers participate in the Restricted Share Bonus Plan. The compensation relating to key management personnel for the year recorded as general and administrative expenses was $10.8 million (December 31, 2014 - $11.8 million) and share-based compensation costs were $19.6 million (December 31, 2014 – $30.7 million).
At December 31, 2015, the Company had contractual obligations and commitments as follows: |
| | | | | | | | | | | | | | | | |
($ millions) | | 1 year |
| | 2 to 3 years |
| | 4 to 5 years |
| | More than 5 years |
| | Total |
| |
Operating leases (building and vehicle leases) (1) | | 35.8 |
| | 66.5 |
| | 61.7 |
| | 283.2 |
| | 447.2 |
| |
Transportation commitments | | 4.3 |
| | 4.6 |
| | 3.5 |
| | 0.2 |
| | 12.6 |
| |
Total contractual commitments | | 40.1 |
| | 71.1 |
| | 65.2 |
| | 283.4 |
| | 459.8 |
| |
| |
(1) | Included in operating leases are recoveries of rent expense on office space the Company has subleased of $40.9 million. |
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CRESCENT POINT ENERGY CORP. | 32 |
At December 31, 2014, the Company had contractual obligations and commitments as follows: |
| | | | | | | | | | | | | | | | |
($ millions) | | 1 year |
| | 2 to 3 years |
| | 4 to 5 years |
| | More than 5 years |
| | Total |
| |
Operating leases (building and vehicle leases) (1) | | 25.0 |
| | 57.3 |
| | 51.2 |
| | 299.0 |
| | 432.5 |
| |
Transportation commitments | | 1.9 |
| | 0.4 |
| | 0.1 |
| | - |
| | 2.4 |
| |
Total contractual commitments | | 26.9 |
| | 57.7 |
| | 51.3 |
| | 299.0 |
| | 434.9 |
| |
| |
(1) | Included in operating leases are recoveries of rent expense on office space the Company has subleased of $36.3 million. |
26.SIGNIFICANT SUBSIDIARIES
The Company has the following significant subsidiaries, each owned 100% directly and indirectly, at December 31, 2015: |
| |
Subsidiary Name | Country of Incorporation |
Crescent Point Resources Partnership | Canada |
Crescent Point Holdings Inc. | Canada |
Crescent Point Energy U.S. Corp. | United States of America |
Crescent Point U.S. Holdings Corp. | United States of America |
Crescent Point Energy Lux S.à r.l. | Luxembourg |
| |
27. | SUPPLEMENTAL DISCLOSURES |
Income Statement Presentation
The Company’s statement of income is prepared primarily by nature of expense, with the exception of compensation expenses which are included in the operating, general and administrative and share-based compensation line items, as follows: |
| | | | | | |
($ millions) | 2015 |
| | 2014 |
| |
Operating | 86.6 |
| | 79.1 |
| |
General and administrative | 62.7 |
| | 50.9 |
| |
Share-based compensation | 58.6 |
| | 69.7 |
| |
Total compensation expenses | 207.9 |
| | 199.7 |
| |
Cash Flow Statement Presentation |
| | | | | | | |
($ millions) | | 2015 |
| | 2014 |
| |
Operating activities | | | | | |
Changes in non-cash working capital: | | | | | |
Accounts receivable | | 145.6 |
| | 9.7 |
| |
Prepaids and deposits | | 1.6 |
| | (0.9 | ) | |
Accounts payable and accrued liabilities | | (99.1 | ) | | 61.0 |
| |
Other long-term liabilities | | 0.8 |
| | 29.6 |
| |
| | 48.9 |
| | 99.4 |
| |
Investing activities | | | | | |
Changes in non-cash working capital: | | | | | |
Accounts receivable | | 16.3 |
| | (25.0 | ) | |
Accounts payable and accrued liabilities | | (180.9 | ) | | (56.4 | ) | |
| | (164.6 | ) | | (81.4 | ) | |
Financing activities | | | | | |
Changes in non-cash working capital: | | | | | |
Dividends payable | | (52.2 | ) | | 11.8 |
| |
|
| | | | | | | |
($ millions) | | 2015 |
| | 2014 |
| |
Other | | | | | |
Non-cash lease inducement | | 4.2 |
| | 2.4 |
| |
Other long-term liability | | 3.4 |
| | - |
| |
| | 7.6 |
| | 2.4 |
| |
|
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CRESCENT POINT ENERGY CORP. | 33 |
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28. | GEOGRAPHICAL DISCLOSURE |
As at December 31, 2015, Crescent Point's non-current assets related to the U.S. foreign operations is $2.1 billion (December 31, 2014 - $1.8 billion). For the year ended December 31, 2015, Crescent Point's oil and gas revenue related to the U.S. foreign operations is $268.3 million (December 31, 2014 - $364.2 million).
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CRESCENT POINT ENERGY CORP. | 34 |
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| | |
Directors Peter Bannister, Chairman (1) (3) Rene Amirault (2) (4) Laura Cillis (1) (2) (4) Hugh Gillard (1) (2) (5) Robert Heinemann (2) (3) (4) (5) Barbara Munroe (5) Gerald Romanzin (1) (3) Scott Saxberg (4) Greg Turnbull (3) (5) (1) Member of the Audit Committee of the Board of Directors (2) Member of the Compensation Committee of the Board of Directors (3) Member of the Reserves Committee of the Board of Directors (4) Member of the Environmental, Health and Safety Committee of the Board of Directors (5) Member of the Corporate Governance and Nominating Committee Officers Scott Saxberg President and Chief Executive Officer Ken Lamont Chief Financial Officer Neil Smith Chief Operating Officer Tamara MacDonald Sr. Vice President, Corporate and Business Development Trent Stangl Sr. Vice President, Investor Relations and Communications Brad Borggard Vice President, Corporate Planning Derek Christie Vice President, Exploration and Geosciences Mark Eade Vice President, General Counsel and Corporate Secretary Ryan Gritzfeldt Vice President, Marketing and Innovation Steve Toews Vice President, Engineering and Operations Head Office Suite 2000, 585 - 8th Avenue S.W. Calgary, Alberta T2P 1G1 Tel: (403) 693-0020 Fax: (403) 693-0070 Toll Free: (888) 693-0020 Banker The Bank of Nova Scotia Calgary, Alberta | | Auditor PricewaterhouseCoopers LLP Calgary, Alberta Legal Counsel Norton Rose Fulbright Canada LLP Calgary, Alberta Evaluation Engineers GLJ Petroleum Consultants Ltd. Calgary, Alberta Sproule Associates Ltd. Calgary, Alberta Registrar and Transfer Agent Investors are encouraged to contact Crescent Point's Registrar and Transfer Agent for information regarding their security holdings: Computershare Trust Company of Canada 600, 530 - 8th Avenue S.W. Calgary, Alberta T2P 3S8 Tel: (403) 267-6800 Stock Exchanges Toronto Stock Exchange - TSX New York Stock Exchange - NYSE Stock Symbol CPG Investor Contacts Scott Saxberg President and Chief Executive Officer (403) 693-0020 Ken Lamont Chief Financial Officer (403) 693-0020 Trent Stangl Sr. Vice President, Investor Relations and Communications (403) 693-0020
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CRESCENT POINT ENERGY CORP. | 35 |