ARC Energy Trust announces fourth quarter and year-end 2009 results
------------------------------------------------------------------------- Three Months Ended Twelve Months Ended For the years ended December 31 December 31 December 31 2009 2008 2009 2008 ------------------------------------------------------------------------- FINANCIAL (Cdn$ millions, except per unit and per boe amounts) Revenue before royalties 278.6 300.8 978.2 1,706.4 Per unit(1) 1.17 1.38 4.16 7.90 Per boe 48.44 50.06 42.18 71.59 Cash flow from operating activities(2) 143.2 209.4 497.4 944.4 Per unit(1) 0.60 0.96 2.11 4.37 Per boe 24.90 34.85 21.45 39.62 Net income 65.5 82.7 222.8 533.0 Per unit(3) 0.28 0.38 0.96 2.50 Distributions 70.9 127.2 298.5 570.0 Per unit(1) 0.30 0.59 1.28 2.67 Per cent of cash flow from operating activities(2) 50 61 60 60 Net debt outstanding(4) 902.4 961.9 902.4 961.9 OPERATING Production Crude oil (bbl/d) 27,415 28,935 27,509 28,513 Natural gas (mmcf/d) 189.0 195.1 194.0 196.5 Natural gas liquids (bbl/d) 3,597 3,858 3,689 3,861 Total (boe/d) 62,520 65,313 63,538 65,126 Average prices Crude oil ($/bbl) 72.61 56.26 62.24 94.20 Natural gas ($/mcf) 4.58 7.48 4.18 8.58 Natural gas liquids ($/bbl) 46.12 45.22 40.67 69.71 Oil equivalent ($/boe) 48.35 49.93 42.07 71.25 Operating netback ($/boe) Commodity and other revenue (before hedging) 48.42 50.06 42.17 71.59 Transportation costs (0.92) (0.86) (0.89) (0.80) Royalties (7.94) (9.14) (6.37) (12.91) Operating costs (9.91) (10.09) (10.19) (10.13) Netback (before hedging) 29.65 29.97 24.72 47.75 ------------------------------------------------------------------------- TRUST UNITS (millions) Units outstanding, end of period(5) 239.0 219.2 239.0 219.2 Weighted average trust units(6) 238.5 218.3 235.4 216.0 ------------------------------------------------------------------------- TRUST UNIT TRADING STATISTICS (Cdn$, except volumes) based on intra-day trading High 21.89 22.55 21.89 33.95 Low 19.06 15.01 11.73 15.01 Close 19.94 20.10 19.94 20.10 Average daily volume (thousands) 963 1,523 1,057 975 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Per unit amounts (with the exception of per unit distributions) are based on weighted average trust units outstanding plus trust units issuable for exchangeable shares. Per unit distributions are based on the number of trust units outstanding at each distribution record date. (2) Cash flow from operating activities is a GAAP measure. Historically, Management has disclosed Cash Flow as a non-GAAP measure calculated using cash flow from operating activities less the change in non-cash working capital and the expenditures on site restoration and reclamation as they appear on the Consolidated Statements of Cash Flows. Cash Flow for the fourth quarter of 2009 would be $156 million ($0.65 per unit) and for the full year 2009 would be $518 million ($2.20 per unit). Distributions as a percentage of Cash Flow would be 58 per cent in 2009. (3) Net income per unit is based on net income after non-controlling interest divided by weighted average trust units outstanding (excluding trust units issuable for exchangeable shares). (4) Net debt excludes current unrealized amounts pertaining to risk management contracts and the current portion of future income taxes. (5) For 2009, includes 0.9 million (1.1 million in 2008) exchangeable shares exchangeable into 2.720 trust units (2.517 in 2008) each for an aggregate 2.4 million (2.7 million in 2008) trust units. (6) Includes trust units issuable for outstanding exchangeable shares at period end. ACCOMPLISHMENTS / FINANCIAL UPDATE - ARC replaced 347 per cent of annual production at an all-in annual Finding, Development and Acquisition ("FD&A") cost of $6.44 per barrel of oil equivalent ("boe") before consideration of future development capital ("FDC") for the proved plus probable reserves category. This is the third consecutive year of reducing FD&A costs and brings ARC's three year average FD&A prior to FDC down to $9.57 per boe. FD&A costs including FDC were $11.57 per boe, a 32 per cent reduction from the $17 per boe achieved in 2008. Additional information on the reserves evaluation can be found in the "ARC Energy Trust Releases 2009 Year-end Reserves Information" news release dated February 9, 2010 and filed on SEDAR at www.sedar.com. - During the fourth quarter, ARC completed an acquisition for $180 million in cash consideration, prior to normal closing adjustments, of a partnership owning properties in the Ante Creek area. The acquisition consisted of producing wells with production of approximately 2,000 boe per day and undeveloped land holdings. The acquisition closed on December 21, 2009 therefore the financial results from the properties have been included in Consolidated Financial Statements from that date. - Concurrent with the Ante Creek acquisition, ARC entered into a bought deal financing agreement to issue 13 million trust units at $19.40 per trust unit to raise gross proceeds of approximately $252 million and net proceeds of approximately $240 million. The net proceeds of the offering were received on January 5, 2010 and were used to reduce the outstanding indebtedness of ARC by $240 million. - Production volumes for 2009 averaged 63,538 boe per day, a 2.4 per cent decline compared to 2008 production of 65,126 boe per day. This decline was due to ARC's reduction of its 2009 capital expenditures in response to declining commodity prices. The Trust expects 2010 full year average production to increase by approximately 13 per cent to between 70,500 and 72,500 boe per day with the anticipated start- up of a company-owned gas plant in the Dawson area in the second quarter of 2010 and a full year of production from the December 2009 acquisition in Ante Creek. - Cash flow from operating activities for the full year of 2009 was $497.4 million, or $2.11 per unit, a significant decline from the $944.4 million ($4.37 per unit) achieved in fiscal 2008. This decline was primarily due to a 41 per cent decrease in commodity prices in 2009 compared to 2008. Crude oil prices strengthened in the second half of 2009 as the economy showed some positive signs of recovery. Natural gas prices remained soft throughout most of 2009 prior to recovering somewhat late in the fourth quarter of 2009 ending the year at $5.70 per mcf. After payment of distributions the Trust was able to fund 54 per cent of the 2009 capital program with cash flow from operating activities (73 per cent when including the proceeds from the distributions re-investment program ("DRIP")) with the remaining portion funded through debt and working capital. - The Trust executed a $359.6 million capital expenditure program in 2009 that included the purchase of undeveloped land for $7 million and $352.6 million of exploration and development activities. A total of 120 net wells were drilled on ARC's operated properties with a 99 per cent success rate. Included in these capital expenditures is $8.1 million of Alberta Government royalty drilling credits and $3.1 million for British Columbia summer drilling credits. Without these credits, total capital expenditures would have been $370.8 million. - ARC's Board of Directors has approved a $610 million capital program for 2010 that will deliver considerable growth. The program will include over $264 million slated for the first of many stages of production growth and expansion of the Montney assets in Northeast British Columbia. Other major resource play development will take place at Ante Creek where $72 million has been allocated to drill 14 horizontal wells and expand facilities and at Pembina where $54 million will be spent to drill 16 horizontal wells and 16 vertical wells targeting the Cardium formation on operated lands. The remainder of the budget will focus on ARC's base development areas, exploration opportunities and enhanced oil recovery projects. In total, ARC plans to drill 211 gross wells on operated properties and participate in an additional 91 wells on partner operated properties. ARC plans to finance the 2010 capital program through a combination of cash flow, existing credit facilities, DRIP proceeds and potential minor asset disposition proceeds. - On December 31, 2009, ARC's long-term debt was $846 million. After the closing of the equity offering on January 5, 2010, long-term debt was reduced to $606 million leaving ARC with approximately $710 million of unused credit lines. With the current debt level, net debt to 2009 cash flow from operating activities is 1.2 times. At current forward prices for commodities, ARC is well positioned to finance the projected 2010 capital program of $610 million and payout $0.10 per trust unit per month of distributions while keeping debt at a very manageable level. - ARC has hedged approximately 43,000 mcf per day of natural gas for the period of July 1, 2011 to December 31, 2013 at an average price of $6.40 per mcf to protect the economics on the ARC owned gas plant being constructed at Dawson. Overall, commodity price volatility protection has been established for the 2010 capital budget by hedging 34 per cent of forecast natural gas volumes at an average swap price of $5.85 per mcf and 32 per cent of forecast crude oil volumes at an average floor price of US$74.67 per barrel. - ARC plans to convert to a dividend paying corporation effective January 1, 2011. The Board of Directors has approved the overall strategy and currently the detailed implementation steps are being defined. The conversion plans will be mailed to unitholders with a unitholder meeting planned for December of 2010. Current plans would see a dividend policy similar to the existing distribution policy with dividends being paid monthly. - Montney Resource Play Development Production from the Dawson area was on budget at an average rate of 53.6 mmcf per day throughout the fourth quarter and exited the year at 59.2 mmcf per day. During the fourth quarter of 2009, ARC spent $70.8 million on development activities in the Dawson area including drilling seven horizontal wells, two of which were completed during the quarter. ARC tested six horizontal Dawson wells during the quarter at rates between five and nine mmcf per day of natural gas at a flowing pressure of 1,200 to 2,200 pounds per square inch. Included in the fourth quarter spending is $27.8 million for the Dawson Phase 1 60 mmcf per day gas plant discussed below. For the full year of 2009, ARC drilled 22 horizontal wells in the Dawson gas fields that are in various stages of completion. Of these wells, eight were on production by year-end, nine wells are in the completed and waiting on tie-in category and the remaining five wells will be completed early in 2010. ARC is participating in a small development project on partner operated lands at Sunrise. Four wells have been drilled and completed. Production commenced at the end of the fourth quarter and is currently producing at approximately 10 mmcf per day net to ARC's 50 per cent working interest. The British Columbia Oil and Gas Commission ("OGC") issued final approval for the 60 mmcf per day Dawson Phase 1 gas plant on November 13, 2009 at which time all on-site construction began. As of January 31, 2010, the mechanical construction of the plant was approximately 70 per cent complete and the electrical work was underway. ARC expects to complete construction of the plant in early April, with start-up commissioning of the plant occurring during the rest of the month. Sales gas is expected to be flowing from the plant by early May. To date, ARC has spent $57.6 million on the gas plant with an additional $5.7 million expected to be spent in 2010 prior to the commissioning. ARC is already well underway with plans to build a second 60 mmcf per day gas plant at the same location. All long-lead time equipment has been ordered and the application to construct the plant is being prepared. - Enhanced Oil Recovery Initiatives During 2009, ARC spent $25.7 million on enhanced oil recovery ("EOR") initiatives and received $2.8 million in government funding for the Redwater pilot project for net spending of $22.9 million. Work on the Redwater CO(2) pilot project continues and both the CO(2) injection and oil production facilities are operating as expected. Results to date are encouraging but ARC anticipates that it will take until later in 2010 to determine to what extent the pilot has been successful in mobilizing incremental volumes of oil. While the pilot project may indicate enhanced recovery, the outlook for crude oil prices and the cost and availability of CO(2) will be determining factors in ARC's ability to achieve commercial viability for a full scale EOR scheme at Redwater.
MANAGEMENT'S DISCUSSION AND ANALYSIS
This management's discussion and analysis ("MD&A") is ARC management's analysis of its financial performance and significant trends or external factors that may affect future performance. The MD&A is dated
The MD&A contains Non-GAAP measures and forward-looking statements; and readers are cautioned that the MD&A should be read in conjunction with ARC's disclosure under "Non-GAAP Measures" and "Forward-Looking Statements" included at the end of this MD&A.
Executive Overview
ARC Energy Trust ("ARC") or ("the Trust") is an actively managed oil and natural gas entity formed to provide investors with indirect ownership in cash generating energy assets, that currently consist of oil and natural gas assets. The major operating activities of ARC are the development, production and sale of crude oil, natural gas liquids and natural gas.
ARC's main objective is value creation through the development of large oil and natural gas pools. The business strategy and activities that support this objective are:
Resource Plays -------------- - Acquisition and development of land and producing properties with large volumes of oil and gas in place, such as the Montney development in Dawson in northeastern British Columbia, Ante Creek in northern Alberta and the Cardium formation at Pembina in central Alberta. Conventional Oil & Gas Production --------------------------------- - Maximizing production while controlling operating costs on oil and gas wells located within ARC's seven core producing areas all of which are located in western Canada. ARC's total production in 2009 was almost evenly split between commodities with 51 per cent of production from natural gas and 49 per cent from oil and gas liquids. Conventional oil and gas properties continue to be developed to increase the recoverable reserves through development drilling, optimization and waterflood programs. Within ARC's core areas many properties would be considered "resource plays" due to the substantial reserves still in place and the advancement of proved horizontal drilling and multi-stage fracture stimulation technology to develop these reserves. - The periodic acquisition of strategic producing and undeveloped properties to enhance current production or provide the potential for future drilling locations and if successful, additional production and reserves. Enhanced Oil Recovery ("EOR") ----------------------------- - Evaluation and implementation of enhanced oil recovery programs to increase ARC's recoverable reserves in existing oil pools. ARC has a non-operated interest in the Weyburn and Midale units in Saskatchewan. Operators of both these units have implemented CO(2) injection programs to increase recoverable oil reserves. In 2008 ARC advanced this strategy of enhanced oil recovery with the initiation of a CO(2) pilot program at Redwater.
ARC's goal is to provide superior long-term returns to unitholders. ARC's structure provides returns to unitholders through both the receipt of monthly cash distributions and the potential for capital appreciation.
Currently, ARC distributes
Capital appreciation for ARC's unitholders would be associated with increased market values for ARC's production and reserves. ARC's management strives to replace or grow both production and reserves through drilling new wells and associated oil and natural gas development activities. The vast majority of the annual capital budget is being deployed on a balanced drilling program of low and moderate risk wells, well tie-ins and other related costs, and the acquisition of undeveloped land. ARC continues to focus on major properties with significant upside, with the objective to replace production declines through internal development opportunities. ARC's normalized reserves per unit have increased by 10 per cent to 1.57 per unit from 1.42 per unit in 2008 while production per thousand trust units decreased slightly from 0.29 to 0.27. Since year-end 2007, ARC has increased normalized reserves per unit by 16 per cent, and normalized production per thousand trust units has declined by 10 per cent while ARC has made distributions of
Table 1 ------------------------------------------------------------------------- Per Trust Unit 2009 2008 2007 ------------------------------------------------------------------------- Normalized production per unit(1)(2) 0.27 0.29 0.30 Normalized reserves per unit(1)(3) 1.57 1.42 1.35 Distributions per unit $1.28 $2.67 $2.40 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Normalized indicates that all periods as presented have been adjusted to reflect a net debt to capitalization of 15 per cent. It is assumed that additional trust units were issued (or repurchased) at a period end price for the reserves per unit calculation and at an annual average price for the production per unit calculation in order to achieve a net debt balance of 15 per cent of total capitalization each year. The normalized amounts are presented to enable comparability of per unit values. (2) Production per unit represents daily average production (boe) per thousand trust units and is calculated based on daily average production divided by the normalized weighted average trust units outstanding including trust units issuable for exchangeable shares. (3) Reserves per unit are calculated based on proved plus probable reserves (boe), as determined by ARC's independent reserve evaluator at period end, divided by period end trust units outstanding including trust units issuable for exchangeable shares.
ARC's business plan has resulted in significant operational success as seen in Table 2 where ARC's trailing five year annualized return per unit was 12.4 per cent.
Table 2 ------------------------------------------------------------------------- Total Returns(1) ($ per unit except for Trailing Trailing Trailing per cent) One Year Three Year Five Year ------------------------------------------------------------------------- Distributions per unit 1.28 6.35 10.74 Capital (depreciation) appreciation per unit (0.16) (2.36) 2.04 Total return per unit 6.9% 20.0% 79.5% Annualized total return per unit 6.9% 6.3% 12.4% S&P/TSX Capped Energy Trust Index 43.5% 2.5% 9.1% ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Calculated as at December 31, 2009. Financial Highlights for the year-ended December 31, 2009 Table 3 ------------------------------------------------------------------------- (Cdn $ millions, except per unit and volume data) 2009 2008 % Change ------------------------------------------------------------------------- Cash flow from operating activities 497.4 944.4 (47) Cash flow from operating activities per unit(1) 2.11 4.37 (52) Net income 222.8 533.0 (58) Net income per unit(2) 0.96 2.50 (62) Distributions per unit(3) 1.28 2.67 (52) Distributions as a per cent of cash flow from operating activities 60 60 - Average daily production (boe/d)(4) 63,538 65,126 (2) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Per unit amounts are based on weighted average trust units outstanding plus trust units issuable for exchangeable shares at period end. (2) Based on net income after non-controlling interest divided by weighted average trust units outstanding excluding trust units issuable for exchangeable shares. (3) Based on number of trust units outstanding at each distribution record date. (4) Reported production amount is based on company interest before royalty burdens. Where applicable in this MD&A natural gas has been converted to barrels of oil equivalent ("boe") based on 6 mcf: 1 bbl. The boe rate is based on an energy equivalent conversion method primarily applicable at the burner tip and does not represent a value equivalent at the well head. Use of boe in isolation may be misleading.
2009 Guidance and Financial Highlights
Table 4 is a summary of ARC's 2009 and 2010 Guidance and a review of 2009 actual results compared to guidance.
Table 4 ------------------------------------------------------------------------- 2009 2009 2010 Guidance Actual % Variance Guidance ------------------------------------------------------------------------- Production (boe/d) 63,000- 63,538 - 70,500- 64,000 72,500 ------------------------------------------------------------------------- Expenses ($/boe): Operating costs 10.50 10.19 (3) 10.30 Transportation 0.90 0.89 (1) 1.00 G&A expenses (cash & non-cash)(1) 2.10 2.26 8 2.85 Interest 1.30 1.11 (15) 1.40 Capital expenditures ($ millions) 365 360 (1) 610 Annual weighted average trust units and trust units issuable (millions)(2) 238 235 (1) 254 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) 2009 G&A guidance amount of $2.10 per boe included $1.75 per boe for cash G&A costs, $0.55 per boe for cash Whole Unit Plan costs and a recovery of $0.20 per boe for the non-cash portion of the Whole Unit Plan. 2010 G&A guidance amount of $2.85 per boe includes $2 per boe for cash G&A costs, $0.90 per boe for cash Whole Unit Plan costs and a recovery of $0.05 per boe for the non-cash portion of the Whole Unit Plan. (2) 2010 Annual weighted average trust units has been revised to reflect the increase in the equity offering that closed in January 2010 from 10.1 million to 13 million units.
Actual results for 2009 are in-line with guidance amounts with the exception of the following:
G&A expenses - total cash G&A costs were
Interest expense - was below guidance for the full year of 2009 due to ARC's ability to cash fund more capital expenditures in the last half of 2009 with the uplift in commodity prices, therefore drawing less funds from debt and saving on interest expense.
The 2010 Guidance provides unitholders with information on management's expectations for results of operations, excluding any acquisitions or dispositions for 2010. Readers are cautioned that the 2010 Guidance may not be appropriate for other purposes.
Cash Flow from Operating Activities
Cash flow from operating activities decreased by 47 per cent in 2009 to
Table 5 ------------------------------------------------------------------------- ($ per ($ millions) trust unit) (% Change) ------------------------------------------------------------------------- 2008 Cash flow from Operating Activities 944.4 4.37 - ------------------------------------------------------------------------- Volume variance (46.2) (0.21) (5) Price variance (682.0) (3.15) (72) Cash (losses) and gains on risk management contracts 95.1 0.44 10 Royalties 159.9 0.74 17 Expenses: Transportation (1.6) (0.01) (0.2) Operating(1) 6.1 0.03 0.6 Cash G&A 7.7 0.04 0.8 Interest 7.2 0.03 0.8 Taxes (0.3) - - Realized foreign exchange loss 1.9 0.01 0.2 Weighted average trust units - (0.22) - Non-cash and other items(2) 5.2 0.02 - ------------------------------------------------------------------------- 2009 Cash flow from Operating Activities 497.4 2.09 - ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Excludes non-cash portion of Whole Unit Plan expense recorded in operating costs. (2) Includes the changes in non-cash working capital and expenditures on site restoration and reclamation.
2010 Cash Flow from Operating Activities Sensitivity
Table 6 illustrates sensitivities to pre-hedged operating income items with operational changes and changes to the business environment and the resulting impact on cash flows from operating activities in total and per trust unit:
Table 6 ------------------------------------------------------------------------- Impact on Annual Cash flow from operating activities(4) Business Environment(1) Assumption Change $/Unit ------------------------------------------------------------------------- Oil price (US$WTI/bbl)(2)(3) $ 75.00 $ 1.00 $ 0.04 Natural gas price (Cdn$AECO/mcf)(2)(3) $ 5.50 $ 0.10 $ 0.03 Cdn$/US$ exchange rate(2)(3)(5) 1.05 $ 0.01 $ 0.03 Interest rate on debt(2) % 4.00 % 1.0 $ 0.01 Operational Liquids production volume (bbl/d) 31,500 % 1.0 $ 0.03 Gas production volumes (mmcf/d) 240.0 % 1.0 $ 0.01 Operating expenses per boe $ 10.30 % 1.0 $ 0.01 Cash G&A and LTIP expenses per boe $ 2.85 % 10.0 $ 0.03 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Calculations are performed independently and may not be indicative of actual results that would occur when multiple variables change at the same time. (2) Prices and rates are indicative of published forward prices and rates at the time of this MD&A. The calculated impact on annual cash flow from operating activities would only be applicable within a limited range of these amounts. (3) Analysis does not include the effect of hedging contracts. (4) Assumes constant working capital. (5) Includes impact of foreign exchange on crude oil prices that are presented in U.S. dollars. This amount does not include a foreign exchange impact relating to natural gas prices as they are presented in Canadian dollars in this sensitivity.
Net Income
Net income in 2009 was
In 2009, ARC recorded a
In 2009, ARC recorded a
The above amounts were offset by a
Production
Production volumes averaged 63,538 boe per day in 2009 compared to 65,126 boe per day in 2008 as detailed in Table 7. The decrease in 2009 production is a result of the reduction of the capital expenditure program.
Table 7 ------------------------------------------------------------------------- Production 2009 2008 % Change ------------------------------------------------------------------------- Light & medium crude oil (bbl/d) 26,423 27,239 (3) Heavy oil (bbl/d) 1,086 1,274 (15) Natural gas (mmcf/d) 194.0 196.5 (1) NGL (bbl/d) 3,689 3,861 (4) ------------------------------------------------------------------------- Total production (boe/d)(1) 63,538 65,126 (2) % Natural gas production 51 50 2 % Crude oil and liquids production 49 50 (2) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Reported production for a period may include minor adjustments from previous production periods.
Light and medium crude oil production decreased to 26,423 boe per day compared to 27,239 boe per day in 2008, while heavy oil production declined by 188 boe per day. Compared to 2008, the total crude oil production is down approximately 1,000 barrels per day. Natural gas production was 194 mmcf per day in 2009, a decrease of one per cent from the 196.5 mmcf per day produced in 2008. This slight decline was primarily due to plant turnarounds completed at third party facilities that shut-in gas production.
ARC's objective is to maintain annual production through the drilling of wells and other development activities to the full extent possible, while giving consideration to capital spending constraints and the economics of developing ARC's resources. In fulfilling this objective, there may be fluctuations in production depending on the timing of new wells coming on-stream. During 2009, ARC drilled 145 gross wells (120 net wells) on operated properties; 37 gross oil wells, and 108 gross natural gas wells with a 99 per cent success rate.
ARC expects that 2010 full year production will average approximately 70,500 to 72,500 boe per day and that a total of 211 gross wells (195 net) will be drilled by ARC on operated properties with participation in an additional 91 gross wells (18 net) to be drilled on ARC's non-operated properties. ARC estimates that the 2010 drilling program and the start-up of a new gas plant in the Dawson area will increase production in 2010 by 11 per cent to 14 per cent over 2009 production levels. The planned capital expenditures for 2010 have been increased to approximately
Table 8 summarizes ARC's production by core area:
Table 8 ------------------------------------------------------------------------- 2009 Production Total Oil Gas NGL Core Area(1) (boe/d) (bbl/d) (mmcf/d) (bbl/d) ------------------------------------------------------------------------- Central AB 6,984 1,279 27.7 1,083 N.E. BC & N.W. AB 13,794 715 74.4 672 Northern AB 9,004 4,096 24.5 821 Pembina & Redwater 13,560 9,412 19.0 978 S.E. AB & S.W. Sask. 8,841 1,027 46.9 13 S.E. Sask. & MB 11,357 10,980 1.5 122 ------------------------------------------------------------------------- Total 63,538 27,509 194.0 3,689 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 2008 Production Total Oil Gas NGL Core Area(1) (boe/d) (bbl/d) (mmcf/d) (bbl/d) ------------------------------------------------------------------------- Central AB 7,495 1,406 29.2 1,218 N.E. BC & N.W. AB 12,678 802 67.6 613 Northern AB 9,791 4,516 26.1 921 Pembina & Redwater 13,707 9,495 19.7 936 S.E. AB & S.W. Sask. 9,701 985 52.2 11 S.E. Sask. & MB 11,754 11,309 1.7 162 ------------------------------------------------------------------------- Total 65,126 28,513 196.5 3,861 ------------------------------------------------------------------------- (1) Provincial references: AB is Alberta, BC is British Columbia, Sask. is Saskatchewan, MB is Manitoba, N.E. is northeast, N.W. is northwest, S.E. is southeast and S.W. is southwest.
Revenue
Revenue decreased to
A breakdown of revenue is outlined in Table 9:
Table 9 ------------------------------------------------------------------------- Revenue ($ millions) 2009 2008 % Change ------------------------------------------------------------------------- Oil revenue 625.0 983.1 (36) Natural gas revenue 296.0 616.8 (52) NGL revenue 54.8 98.5 (44) ------------------------------------------------------------------------- Total commodity revenue 975.8 1,698.4 (43) Other revenue 2.4 8.0 (70) Total revenue 978.2 1,706.4 (43) ------------------------------------------------------------------------- -------------------------------------------------------------------------
Commodity Prices Prior to Hedging
Table 10 ------------------------------------------------------------------------- 2009 2008 % Change ------------------------------------------------------------------------- Average Benchmark Prices AECO gas ($/mcf)(1) 4.13 8.13 (49) WTI oil (US$/bbl)(2) 61.93 99.66 (38) Cdn$ / US$ foreign exchange rate 1.13 1.05 8 WTI oil (Cdn$/bbl) 69.70 104.30 (33) ------------------------------------------------------------------------- ARC Realized Prices Prior to Hedging Oil ($/bbl) 62.24 94.20 (34) Natural gas ($/mcf) 4.18 8.58 (51) NGL ($/bbl) 40.67 69.71 (42) ------------------------------------------------------------------------- Total commodity revenue before hedging ($/boe) 42.07 71.25 (41) Other revenue ($/boe) 0.11 0.34 (68) Total revenue before hedging ($/boe) 42.18 71.59 (41) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Represents the AECO monthly posting. (2) WTI represents posting price of West Texas Intermediate oil.
Oil prices continued to recover in the second half of 2009 with US$WTI prices averaging
Natural gas prices softened throughout 2009 with a strengthening in the fourth quarter. Alberta AECO Hub natural gas prices, which are commonly used as an industry reference, averaged
Prior to hedging activities, ARC's total realized commodity price was
Risk Management and Hedging Activities
ARC maintains an ongoing risk management program to reduce the volatility of revenues in order to increase the certainty of cash flows, and to protect acquisition and capital expenditures economics.
Gain or loss on risk management contracts comprise realized and unrealized gains or losses on contracts that do not meet the accounting definition requirements of an effective hedge, even though ARC considers all risk management contracts to be effective economic hedges. Accordingly, gains and losses on such contracts are shown as a separate category in the Consolidated Statements of Income and Deficit.
Lower natural gas prices in 2009 resulted in realized cash gains of
ARC's 2009 results include an unrealized total mark-to-market loss of
Table 11 summarizes the total gain (loss) on risk management contracts for the year-over-year change as of the 2009 year-end:
Table 11 ------------------------------------------------------------------------- Risk Management Crude Foreign Contracts Oil & Natural Curr- Inter- 2009 2008 ($ millions) Liquids Gas ency Power(3) est Total Total ------------------------------------------------------------------------- Realized cash (loss) gain on contracts(1) (14.8) 28.5 2.0 (1.1) 4.8 19.4 (75.7) Unrealized gain (loss) on contracts(2) 5.0 (2.5) - (4.8) (5.4) (7.7) 68.0 ------------------------------------------------------------------------- Total (loss) gain on risk management contracts (9.8) 26.0 2.0 (5.9) (0.6) 11.7 (7.7) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Realized cash gains and losses represent actual cash settlements or receipts under the respective contracts. (2) The unrealized gain (loss) on contracts represents the change in fair value of the contracts during the period. (3) Amounts presented in Table 11 exclude a $1.5 million realized loss and an unrealized loss of $3.8 million for ARC's power contracts that have been designated as effective hedges for accounting purposes. Realized gains and losses on these contracts are recorded in operating costs and unrealized gains and losses are recorded in the Consolidated Statement of Comprehensive Income and Accumulated Other Comprehensive Income.
ARC currently limits the amount of forecast production that can be hedged to a maximum 50 per cent with the balance of production being sold at market prices. In addition, project specific hedges may be entered into from time to time to protect the economics of certain capital expenditures. Table 12 is an indicative summary of ARC's positions for crude oil and natural gas as at
Table 12 ------------------------------------------------------------------------- Hedge Positions As at December 31, 2009(1)(2) Q1 2010 Q2 2010 ------------------------------------------------------------------------- Crude Oil US$/bbl bbl/day US$/bbl bbl/day ------------------------------------------------------------------------- Sold Call 95.36 9,000 96.81 8,000 Bought Put 76.17 9,000 77.19 8,000 Sold Put 62.80 2,000 62.80 2,000 ------------------------------------------------------------------------- Natural Gas Cdn$/mcf mcf/day Cdn$/mcf mcf/day ------------------------------------------------------------------------- Sold Call 5.92 75,825 5.77 95,825 Bought Put 5.92 75,825 5.77 95,825 Sold Put - - - - ------------------------------------------------------------------------- ------------------------------------------------------------------------- Hedge Positions As at December 31, 2009(1)(2) Q3 2010(3) Q4 2010 ------------------------------------------------------------------------- Crude Oil US$/bbl bbl/day US$/bbl bbl/day ------------------------------------------------------------------------- Sold Call 96.81 8,000 96.81 8,000 Bought Put 77.19 8,000 77.19 8,000 Sold Put 62.80 2,000 62.80 2,000 ------------------------------------------------------------------------- Natural Gas Cdn$/mcf mcf/day Cdn$/mcf mcf/day ------------------------------------------------------------------------- Sold Call 5.77 95,825 5.92 75,825 Bought Put 5.77 95,825 5.92 75,825 Sold Put - - - - ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) The prices and volumes noted above represent averages for several contracts and the average price for the portfolio of options listed above does not have the same payoff profile as the individual option contracts. Viewing the average price of a group of options is purely for indicative purposes. The natural gas price shown translates all NYMEX positions to an AECO equivalent price. (2) In addition to positions shown here, ARC has entered into additional basis positions until October 2012. Please refer to note 13 in the Notes to the Consolidated Financial Statements for full details of ARC's risk management positions as of December 31, 2009. (3) During the last half of 2009, ARC took advantage of favorable forward curve pricing for natural gas and entered into a long-term contract for a small portion of future forecast production. In addition to contracts listed above, ARC has entered into fixed price swaps starting in 2011 and ending in December 2013 at an average price of $6.40 per mcf for 42,654 mcf per day.
Table 12 should be interpreted as follows using the first quarter 2010 crude oil hedges as an example. To accurately analyze ARC's hedge position, contracts need to be modeled separately as using average prices and volumes may be misleading.
- If the market price is below $62.80, ARC will receive $76.17 less the difference between $62.80 and the market price on 2,000 bbl per day. For example, if the market price is $62.75, ARC will receive $76.12 on 2,000 bbl per day. - If the market price is between $62.80 and $76.17, ARC will receive $76.17 on 9,000 bbl per day. - If the market price is between $76.17 and $95.36, ARC will receive the market price on 9,000 bbl per day. - If the market price exceeds $95.36, ARC will receive $95.36 on 9,000 bbl per day.
Operating Netbacks
ARC's operating netback, before realized hedging gains and losses, decreased 48 per cent to
ARC's 2009 netback, after realized hedging gains and losses, was
The components of operating netbacks are summarized in Table 13:
Table 13 ------------------------------------------------------------------------- Crude Heavy 2009 2008 Netbacks Oil Oil Gas NGL Total Total ($ per boe) ($/bbl) ($/bbl) ($/mcf) ($/bbl) ($/boe) ($/boe) ------------------------------------------------------------------------- Weighted average sales price 62.51 55.74 4.18 40.67 42.07 71.25 Other revenue - - - - 0.10 0.34 ------------------------------------------------------------------------- Total revenue 62.51 55.74 4.18 40.67 42.17 71.59 Royalties (9.63) (5.34) (0.50) (13.03) (6.37) (12.91) Transportation (0.18) (1.15) (0.26) - (0.89) (0.80) Operating costs(1) (12.88) (12.46) (1.33) (7.85) (10.19) (10.13) ------------------------------------------------------------------------- Netback prior to hedging 39.82 36.79 2.09 19.79 24.72 47.75 Realized (loss) gain on risk management contracts(2) (1.65) - 0.40 - 0.54 (3.17) ------------------------------------------------------------------------- Netback after hedging 38.17 36.79 2.49 19.79 25.26 44.58 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Operating expenses are composed of direct costs incurred to operate oil and gas wells. A number of assumptions have been made in allocating these costs between oil, heavy oil, natural gas and natural gas liquids production. (2) Realized loss on risk management contracts include the settlement amounts for crude oil and natural gas and power contracts. Foreign exchange and interest contracts are excluded from the net back calculation.
Royalties as a percentage of pre-hedged commodity revenue net of transportation decreased to 15.4 per cent (
The Alberta Government's
Royalty rates in the other western provinces vary due to production levels and price but to a lesser extent than Alberta royalty rates. Table 14 estimates the royalties applicable to production from ARC's properties at various price levels.
Table 14 ------------------------------------------------------------------------- Provincial Royalty Rates - Forecast for 2010 ------------------------------------------------------------------------- Edmonton posted oil (Cdn/$/bbl)(1) $60 $80 $100 AECO natural gas (Cdn$/mcf)(1) $4.00 $5.50 $6.50 ------------------------------------------------------------------------- Alberta royalty rate 12.6% 18.1% 22.6% Saskatchewan royalty rate(2) 17.9% 17.9% 17.9% British Columbia royalty rate(2) 17.0% 17.0% 17.0% Manitoba royalty rate(2) 13.0% 13.0% 13.0% ------------------------------------------------------------------------- Total Corporate Royalty Rate 14.6% 17.8% 20.4% ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Canadian dollar denominated prices before quality differentials. (2) Royalty rate includes Crown, Freehold and Gross Override royalties for all jurisdictions in which ARC operates.
Following the implementation of the ARF, the Alberta Government introduced certain transitional rates and incentive programs to provide royalty relief to producers and in turn encourage continued drilling activity in the province. ARC is eligible for the Alberta programs assuming the necessary criteria are met and required elections are filed. The drilling credit program applies to new wells drilled between
During 2009, the British Columbia government announced a new stimulus package designed to attract investment and produce immediate economic benefits for the province. The stimulus package included royalty incentives in the form of reduced royalty rates for wells drilled in the province between
Operating costs remained flat at
Looking ahead to 2010, ARC expects to incur full year operating costs of
General and Administrative Expenses ("G&A") and Trust Unit Incentive Compensation
G&A, prior to long-term incentive payments under the Whole Unit Plan and net of overhead recoveries on operated properties, increased 4.9 per cent to
Cash G&A in 2010 is expected to increase by approximately
ARC paid out
Table 15 is a breakdown of G&A and trust unit incentive compensation expense under the Whole Unit Plan:
Table 15 ------------------------------------------------------------------------- G&A and Trust Unit Incentive Compensation Expense ($ millions except per boe) 2009 2008 % Change ------------------------------------------------------------------------- G&A expenses 56.1 55.6 1 Operating recoveries (15.4) (16.8) (8) ------------------------------------------------------------------------- Cash G&A expenses before Whole Unit Plan 40.7 38.8 5 Cash Expense - Whole Unit Plan 11.7 21.3 (45) ------------------------------------------------------------------------- Cash G&A expenses including Whole Unit Plan 52.4 60.1 (13) Accrued compensation - Whole Unit Plan (0.1) 1.1 (109) ------------------------------------------------------------------------- Total G&A and trust unit incentive compensation expense 52.3 61.2 (15) ------------------------------------------------------------------------- Total G&A and trust unit incentive compensation expense per boe 2.26 2.57 (12) ------------------------------------------------------------------------- -------------------------------------------------------------------------
A non-cash Whole Unit Plan recovery ("non-cash compensation recovery") of
Whole Unit Plan
The Whole Unit Plan is designed to offer each employee, officer and director (the "plan participants") cash compensation in relation to the value of a specified number of underlying trust units. The Whole Unit Plan consists of Restricted Trust Units ("RTUs") for which the number of units is fixed and will vest over a period of three years and Performance Trust Units ("PTUs") for which the number of units is variable and will vest at the end of three years.
Upon vesting, the plan participant is entitled to receive a cash payment based on the fair value of the underlying trust units plus accrued distributions. The cash compensation issued upon vesting of the PTUs is dependent upon the total return performance of ARC compared to its peers. Total return is calculated as the sum of the change in the market price of the trust units in the period plus the amount of distributions in the period. A performance multiplier is applied to the PTUs based on the percentile rank of ARC's total unitholder return compared to its peers. The performance multiplier ranges from zero, if ARC's performance ranks in the bottom quartile, to two for top quartile performance.
Table 16 shows the changes to the Whole Unit Plan during the year of RTUs and PTUs outstanding:
Table 16 ------------------------------------------------------------------------- Whole Unit Plan (units in thousands and $ millions Number of Number of Total RTUs except per unit) RTUs PTUs and PTUs ------------------------------------------------------------------------- Balance, beginning of period 756 959 1,715 Granted in the period 703 635 1,338 Vested in the period (355) (261) (616) Forfeited in the period (52) (28) (80) ------------------------------------------------------------------------- Balance, end of period(1) 1,052 1,305 2,357 Estimated distributions to vesting date(2) 183 318 501 ------------------------------------------------------------------------- Estimated units upon vesting after distributions 1,235 1,623 2,858 Performance multiplier(3) - 1.2 - ------------------------------------------------------------------------- Estimated total units upon vesting 1,235 1,996 3,231 ------------------------------------------------------------------------- Trust unit price at December 31, 2009 19.94 19.94 19.94 Estimated total value upon vesting 24.6 39.8 64.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Based on underlying units before performance multiplier and accrued distributions. (2) Represents estimated additional units to be issued equivalent to estimated distributions accruing to vesting date. (3) The performance multiplier only applies to PTUs and was estimated to be 1.2 at December 31, 2009 based on an average calculation of all outstanding grants. The performance multiplier is assessed each period end based on actual results of ARC relative to its peers except during the first year of each grant where a performance multiplier of 1.0 is used.
The value associated with the RTUs and PTUs is expensed in the statement of income over the vesting period with the expense amount being determined by the trust unit price, the number of PTUs to be issued on vesting, and distributions. In periods where substantial trust unit price fluctuation occurs, ARC's G&A expense is subject to significant volatility.
Table 17 is a summary of the range of future expected payments under the Whole Unit Plan based on variability of the performance multiplier and units outstanding as at December 31, 2009:
Table 17 ------------------------------------------------------------------------- Value of Whole Unit Plan as at December 31, 2009 Performance multiplier (units thousands and $ millions -------------------------------- except per unit) - 1.0 2.0 ------------------------------------------------------------------------- Estimated trust units to vest RTUs 1,235 1,235 1,235 PTUs - 1,623 3,246 ------------------------------------------------------------------------- Total units(1) 1,235 2,858 4,482 ------------------------------------------------------------------------- Trust unit price(2) 19.94 19.94 19.94 Trust unit distributions per month(2) 0.10 0.10 0.10 ------------------------------------------------------------------------- Value of Whole Unit Plan upon vesting(3) 24.6 57.0 89.4 ------------------------------------------------------------------------- 2010 11.0 19.7 28.4 2011 8.2 16.8 25.3 2012 5.4 20.5 35.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Includes additional estimated units to be issued for accrued distributions to vesting date. (2) Values will fluctuate over the vesting period based on the volatility of the underlying trust unit price and distribution levels. Assumes a future trust unit price of $19.94 and $0.10 per trust unit distributions based on the unit price and distribution levels in place at December 31, 2009. (3) Upon vesting, a cash payment is made equivalent to the value of the underlying trust units. The payment is made on vesting dates in March and September of each year and at that time is reflected as a reduction of cash flow from operating activities.
Due to the variability in the future payments under the plan, ARC estimates that between
Provision for Non-recoverable Accounts Receivable
For the year ended
Interest and Financing Charges
Interest and financing charges decreased to
Foreign Exchange Gains and Losses
ARC recorded a gain of
Realized foreign exchange gains or losses arise from U.S. denominated transactions such as interest payments, debt repayments and hedging settlements. There was a
Unrealized foreign exchange gains and losses are due to revaluation of U.S. denominated debt balances. The volatility of the Canadian dollar during the reporting period has a direct impact on the unrealized component of the foreign exchange gain or loss. The unrealized gain or loss impacts net income but does not impact cash flow from operating activities as it is a non-cash amount. From
Taxes
In 2009, a future income tax recovery of
The corporate income tax rate applicable to 2009 is 29 per cent; however, ARC and its subsidiaries did not pay any cash income taxes for fiscal 2009. Due to ARC's structure, currently, both income tax and future tax liabilities are passed on to the unitholders by means of royalty payments made between ARC Resources and ARC.
Management continues to work on the plan for converting ARC Energy Trust to a corporation on
Table 18 ------------------------------------------------------------------------- Income Tax Cdn $ millions at Pool type December, 2009 Annual deductibility ------------------------------------------------------------------------- Canadian Oil and Gas Property Expense 951.6 10% declining balance Canadian Development Expense 391.1 30% declining balance Canadian Exploration Expense 105.6 100% Undepreciated Capital Cost 432.2 Primarily 25% declining balance Non-Capital Losses 181.9 100% Research and Experimental Expenditures 0.8 100% Other 15.2 Various rates, 7% declining balance to 20% ------------------------------------------------------------------------- Total Federal Tax Pools 2,078.4 ------------------------------------------------------------------------- Additional Alberta Tax Pools 155.5 Various rates, 25% declining balance to 100% ------------------------------------------------------------------------- Total Federal and Provincial Pools 2,233.9 ------------------------------------------------------------------------- -------------------------------------------------------------------------
Returns to shareholders post conversion will be impacted by the reduction of cash flow required to pay current income taxes, if any. Over the long-term, we would expect Canadian investors who hold their trust units in a taxable account to be relatively indifferent on an after tax basis as to whether ARC is structured as a corporation or as a trust in 2011. However, Canadian tax deferred investors (those holding their trust units in a tax deferred vehicle such as an RRSP, RRIF or pension plan) and foreign investors will realize a lower after tax return on distributions in taxable years after 2011 due to the introduction of the SIFT Tax should ARC stay as a trust, and their inability to claim the dividend tax credit if ARC converts to a corporation.
If a conversion from the trust structure to a corporation is approved by the unitholders, ARC expects there will be an opportunity to convert trust units to shares of the new corporation in a non-taxable manner; however, unitholders should consult their own tax advisor for details on the direct impact to themselves.
Depletion, Depreciation and Accretion of Asset Retirement Obligation
The depletion, depreciation and accretion ("DD&A") rate increased to
A breakdown of the DD&A rate is summarized in Table 19:
Table 19 ------------------------------------------------------------------------- DD&A Rate ($ millions except per boe amounts) 2009 2008 % Change ------------------------------------------------------------------------- Depletion of oil & gas assets(1) 377.1 370.3 2 Accretion of asset retirement obligation(2) 9.3 9.3 - ------------------------------------------------------------------------- Total DD&A 386.4 379.6 2 DD&A rate per boe 16.66 15.93 5 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Includes depletion of the capitalized portion of the asset retirement obligation that was capitalized to the property, plant and equipment balance and is being depleted over the life of the reserves. (2) Represents the accretion expense on the asset retirement obligation during the year.
Goodwill
The goodwill balance of
Accounting standards require that the goodwill balance be assessed for impairment at least annually or more frequently if events or changes in circumstances indicate that the balance might be impaired. If such impairment exists, it would be charged to income in the period in which the impairment occurs. ARC has determined that there was no goodwill impairment as of
Capital Expenditures and Net Acquisitions
Capital expenditures, excluding acquisitions and dispositions, totaled
Of the total amount spent in 2009,
Included in the above capital expenditures is
In addition to the total capital expenditures during the year, ARC completed a corporate acquisition to purchase directly and indirectly all of the units of a general partnership formed to hold oil and gas assets in Ante Creek and other areas of northern Alberta ("Ante Creek") for
ARC completed net property dispositions of both producing property and undeveloped land of
A breakdown of capital expenditures and net acquisitions is shown in Table 20:
Table 20 ------------------------------------------------------------------------- Capital Expenditures ($ millions) 2009 2008 % Change ------------------------------------------------------------------------- Geological and geophysical 13.7 27.1 (49) Drilling and completions 214.3 305.4 (30) Plant and facilities 110.0 90.4 22 Undeveloped land 7.0 122.4 (94) Other capital 14.6 3.3 342 ------------------------------------------------------------------------- Total capital expenditures 359.6 548.6 (34) ------------------------------------------------------------------------- Producing property acquisitions(1) 8.2 1.4 100 Undeveloped land property acquisitions 14.5 53.5 (73) Producing property dispositions(1) (37.3) (0.2) (100) Undeveloped land property dispositions (5.9) (3.7) 59 Corporate acquisition(2) 178.9 - 100 ------------------------------------------------------------------------- Total capital expenditures and net acquisitions 518.0 599.6 (14) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Value is net of post-closing adjustments. (2) Represents total consideration for the transactions, including fees but is prior to the related future income tax liability and asset retirement cost obligation.
Approximately 73 per cent of the
Table 21 ------------------------------------------------------------------------- Source of Funding of Capital Expenditures and Net Acquisitions ($ millions) ------------------------------------------------------------------------- 2009 2008 ------------------------------------------------------------------------- Capital Net Total Capital Net Total Expend- Acquis- Expend- Expend- Acquis- Expend- itures itions itures itures itions itures ------------------------------------------------------------------------- Expenditures 359.6 158.4 518.0 548.6 51.0 599.6 ------------------------------------------------------------------------- Per cent funded by: Cash flow from operating activities 54% - 38% 68% - 62% Proceeds from Distribution re-investment plan ("DRIP") 19% - 13% 23% - 21% Debt 27% 100% 49% 9% 100% 17% ------------------------------------------------------------------------- 100% 100% 100% 100% 100% 100% ------------------------------------------------------------------------- -------------------------------------------------------------------------
Asset Retirement Obligation and Reclamation Fund
At
Included in the
ARC has established two reclamation funds to finance future asset retirement obligations; one fund has been restricted to finance obligations specifically associated with the Redwater property, with the main fund financing all other obligations. Future contributions for the two funds will vary over time in order to provide for the total estimated future abandonment and reclamation costs that are to be incurred upon abandonment of ARC's properties. Minimum contributions to the Redwater fund over the next 46 years will be approximately
ARC's reclamation funds totaled
Capitalization, Financial Resources and Liquidity
A breakdown of ARC's capital structure is outlined in Table 22, as at
Table 22 ------------------------------------------------------------------------- Capital Structure and Liquidity ($ millions except per cent and December 31, December 31, ratio amounts) 2009 2008 ------------------------------------------------------------------------- Long-term debt 846.1 901.8 Working capital deficit(1) 56.3 60.1 ------------------------------------------------------------------------- Net debt obligations(2) 902.4 961.9 Market value of trust units and exchangeable shares(3) 4,765.7 4,405.9 ------------------------------------------------------------------------- Total capitalization(4) 5,668.1 5,367.8 ------------------------------------------------------------------------- Net debt as a percentage of total capitalization 15.9% 17.9% Net debt to cash flow from operating activities 1.8 1.0 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Working capital is calculated as current liabilities less the current assets as they appear on the Consolidated Balance Sheets, and excludes current unrealized amounts pertaining to risk management contracts and the current portion of future income taxes. (2) Net debt is a non-GAAP measure and therefore it may not be comparable with the calculation of similar measures for other entities. (3) Calculated using the total trust units outstanding at December 31 including the total number of trust units issuable for exchangeable shares at December 31, multiplied by the closing trust unit price of $19.94 and $20.10 for 2009 and 2008, respectively. (4) Total capitalization as presented does not have any standardized meaning prescribed by Canadian GAAP, and therefore, it may not be comparable with the calculation of similar measures for other entities. Total capitalization is not intended to represent the total funds from equity and debt received by ARC.
At
The credit facility syndicate includes 11 domestic and international banks. ARC's debt agreements contain a number of covenants all of which were met as at
- Long-term debt and letters of credit not to exceed three times annualized net income before non-cash items and interest expense; - Long-term debt, letters of credit, and subordinated debt not to exceed four times annualized net income before non-cash items and interest expense; and - Long-term debt and letters of credit not to exceed 50 per cent of the book value of unitholders' equity and long-term debt, letters of credit and subordinated debt.
ARC's long-term strategy is to keep debt at less than 2.0 times cash flow from operating activities and under 20 per cent of total capitalization. This strategy resulted in manageable debt to cash flow levels in 2009. Debt to trailing cash flow from operating activities of 1.0 times at
The weak global economic situation in 2008 and 2009 impacted ARC along with all other oil and gas entities by restricting access to capital and increasing borrowing costs. The credit situation improved dramatically during the third and fourth quarters of 2009 in the three markets that ARC typically uses to raise capital; equity, bank debt and long-term notes.
ARC entered into a bought deal equity offering with a group of underwriters on
Credit conditions in the debt markets have improved dramatically in the last six months. Based on discussions with the 11 banks in ARC's revolving credit syndicate, management believes that ARC could expect to renew the
ARC also accesses long-term debt from large institutional investors by issuing long-term notes with an average term normally of five to 10 years. The cost of this debt is based upon two factors: first, the current rate of long-term government bonds and second, ARC's credit spread. Similar to bank credit spreads, these spreads increased significantly in 2008 and early 2009 but are now declining. ARC's average interest rate on its outstanding long-term notes is 5.9 per cent with the last series of notes issued in 2009 at a blended rate of 7.5 per cent. Based upon recent issues by ARC's peers, management believes ARC could access additional funds by issuing long-term notes at a rate similar to or lower than our historical average of 5.9 per cent.
ARC expects to finance its 2010 capital program with cash flow from operating activities, proceeds from the DRIP and existing credit capacity. If ARC undertook any major acquisitions, management would finance the transactions with a combination of debt and equity in a cost effective manner.
Unitholders' Equity
At
Unitholders electing to reinvest distributions or make optional cash payments to acquire trust units from treasury under the DRIP may do so at a five per cent discount to the prevailing market price with no additional fees or commissions. During 2009, ARC raised proceeds of
On
Distributions
ARC declared distributions of
The following items may be deducted from cash flow from operating activities to arrive at distributions to unitholders:
- a portion of capital expenditures; - annual contribution to the reclamation funds; - debt principal repayments; - income taxes if any; and - certain obligations for future payments relative to the long-term incentive compensation under the Whole Unit Plan.
Cash flow from operating activities and distributions in total and per unit are summarized in Table 23:
Table 23 ------------------------------------------------------------------------- Cash flow from operating % % activities and 2009 2008 Change 2009 2008 Change distributions ($ millions) ($ per unit) ------------------------------------------------------------------------- Cash flow from operating activities 497.4 944.4 (47) 2.11 4.37 (52) Net reclamation fund contributions(1) (4.6) (2.2) 100 (0.01) (0.01) - Capital expenditures funded with cash flow from operating activities (194.3) (372.2) (48) (0.83) (1.72) (52) Other(2) - - - 0.01 0.03 (67) ------------------------------------------------------------------------- Distributions 298.5 570.0 (48) 1.28 2.67 (52) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Includes interest income earned on the reclamation fund balances that is retained in the reclamation funds. (2) Other represents the difference due to distributions paid being based on actual trust units outstanding at each distribution date whereas per unit cash flow from operating activities, reclamation fund contributions and capital expenditures funded with cash flow from operated activities, are based on weighted average outstanding trust units in the period.
ARC continually assesses distribution levels, in light of commodity prices, capital expenditure programs and production volumes, to ensure that distributions are in line with the long-term strategy and objectives of ARC as per the following guidelines:
- To maintain a level of distributions that, in normal times, in the opinion of management and the Board of Directors, is sustainable for a minimum period of six months after factoring in the impact of current commodity prices on cash flows. ARC's objective is to normalize the effect of volatility of commodity prices rather than to pass on that volatility to unitholders in the form of fluctuating monthly distributions. - To ensure that ARC's financial flexibility is maintained by a review of ARC's debt to equity and debt to cash flow from operating activities levels. The use of cash flow from operating activities and proceeds from equity offerings to fund capital development activities, reduces the requirements of ARC to use debt to finance these expenditures. In 2009, ARC funded 54 per cent of capital development activities with a portion of cash flow from operating activities. Distributions and the actual amount of cash flows withheld to fund ARC's capital expenditure program is dependent on the commodity price environment and is subject to the approval and discretion of the Board of Directors.
A measure of sustainability is the comparison of net income to distributions. Net income incorporates all costs including depletion expense and other non-cash expenses, whereas cash flow from operating activities measures the cash generated in a given period before the cost of acquiring or replacing the associated reserves produced. Therefore, net income may be more representative of the profitability of the entity and thus a relevant measure against which to measure distributions to illustrate sustainability. As net income is sensitive to fluctuations in commodity prices and the impact of risk management contracts, currency fluctuations and other non-cash items, it is expected that there will be deviations between annual net income and distributions.
Table 24 illustrates the comparison of distributions to net income as a measure of long-term sustainability. With the decline in commodity prices in 2009 relative to 2008, distributions were reduced from
Table 24 ------------------------------------------------------------------------- Net income and Distributions ($ millions except per cent) 2009 2008 2007 ------------------------------------------------------------------------- Net income 222.8 533.0 495.3 Distributions 298.5 570.0 498.0 ------------------------------------------------------------------------- Excess (Shortfall) (75.7) (37.0) (2.7) Excess (Shortfall) as per cent of net income (34%) (7%) (1%) ------------------------------------------------------------------------- Cash flow from operating activities 497.4 944.4 704.9 Distributions as a per cent of cash flow from operating activities 60% 60% 71% Average distribution per unit per month $0.11 $0.22 $0.20 ------------------------------------------------------------------------- -------------------------------------------------------------------------
The actual amount of future monthly distributions is proposed by Management and is subject to the approval and discretion of the Board of Directors. The Board reviews future distributions in conjunction with their review of quarterly financial and operating results.
Table 25 ------------------------------------------------------------------------- Taxable Return of Calendar Year Distributions Portion Capital ------------------------------------------------------------------------- 2010 YTD(2) 0.10 0.10 - 2009 1.28 1.24 0.04 2008 2.67 2.62 0.05 2007 2.40 2.32 0.08 2006(1) 2.60 2.55 0.05 2005 1.94 1.90 0.04 2004 1.80 1.69 0.11 2003 1.78 1.51 0.27 2002 1.58 1.07 0.51 2001 2.41 1.64 0.77 2000 1.86 0.84 1.02 1999 1.25 0.26 0.99 1998 1.20 0.12 1.08 1997 1.40 0.31 1.09 1996 0.81 - 0.81 ------------------------------------------------------------------------- Cumulative $ 25.08 $ 18.17 $ 6.91 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Based on distributions paid and payable in 2006. (2) Based on distributions declared at January 31, 2010 and estimated taxable portion of 2010 distributions of 97 per cent.
Please refer to the Trust's website at www.arcresources.com for details of the monthly distribution amounts and distribution dates for 2010.
Taxation of Distributions
Distributions comprise a return of capital portion (tax deferred) and a return on capital portion (taxable). The return of capital component reduces the cost basis of the trust units held. For 2009, distributions declared in the calendar year will be 97 per cent return on capital or
Environmental Initiatives Impacting ARC
There are no new material environmental initiatives impacting ARC at this time.
Contractual Obligations and Commitments
ARC has contractual obligations in the normal course of operations including purchase of assets and services, operating agreements, transportation commitments, sales commitments, royalty obligations, lease rental obligations and employee agreements. These obligations are of a recurring, consistent nature and impact ARC's cash flows in an ongoing manner. ARC also has contractual obligations and commitments that are of a less routine nature as disclosed in Table 26.
Table 26 ------------------------------------------------------------------------- Payments due by period ------------------------------------------------------------------------- 1 year 2-3 4-5 Beyond Total years years 5 years ------------------------------------------------------------------------- Debt repayments(1) 34.8 571.7 107.4 132.2 846.1 Interest payments(2) 20.1 35.5 24.2 20.8 100.6 Reclamation fund contributions(3) 4.9 8.9 7.7 64.2 85.7 Purchase commitments 41.2 37.1 15.9 14.9 109.1 Transportation commitments(4) 4.8 26.6 24.2 7.1 62.7 Operating leases 4.0 13.0 14.9 74.4 106.3 Risk management contract premiums(5) 1.6 - - - 1.6 ------------------------------------------------------------------------- Total contractual obligations 111.4 692.8 194.3 313.6 1,312.1 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Long-term and short-term debt, excluding interest. (2) Fixed interest payments on senior secured notes. (3) Contribution commitments to a restricted reclamation fund associated with the Redwater property. (4) Fixed payments for transporting production from the Dawson gas plant, expected to be operational in early second quarter of 2010. (5) Fixed premiums to be paid in future periods on certain commodity risk management contracts.
The above noted risk management contract premiums are part of ARC's commitments related to its risk management program and have been recorded at fair market value at
ARC enters into commitments for capital expenditures in advance of the expenditures being made. At any given point in time, it is estimated that ARC has committed to capital expenditures equal to approximately one quarter of its capital budget by means of giving the necessary authorizations to incur the capital in a future period. ARC's 2010 capital budget has been approved by the Board at
The 2010 capital budget of
ARC is involved in litigation and claims arising in the normal course of operations. Management is of the opinion that pending litigation will not have a material adverse impact on ARC's financial position or results of operations and therefore the commitment table (Table 26) does not include any commitments for outstanding litigation and claims.
ARC has certain sales contracts with aggregators whereby the price received by ARC is dependent upon the contracts entered into by the aggregator. This commitment has not been disclosed in the commitment table (Table 26) as it is of a routine nature and is part of normal course of operations.
Off Balance Sheet Arrangements
ARC has certain lease agreements, all of which are reflected in the Contractual Obligations and Commitments table (Table 26), which were entered into in the normal course of operations. All leases have been treated as operating leases whereby the lease payments are included in operating expenses or G&A expenses depending on the nature of the lease. No asset or liability value has been assigned to these leases in the balance sheet as of
Fourth Quarter Financial and Operational Results - During the fourth quarter, ARC completed an acquisition for $180 million in cash consideration prior to normal closing adjustments of a partnership owning properties in the Ante Creek area. The acquisition consisted of producing wells with production of approximately 2,000 boe per day and undeveloped land holdings. This acquisition closed on December 21, 2009 and therefore financial results from the properties have been included in the Consolidated Financial Statements from that date. - Announced concurrent with the Ante Creek acquisition was a bought deal financing where ARC entered into an agreement to sell 13 million trust units at $19.40 per trust unit to raise gross proceeds of approximately $252 million and net proceeds of approximately $240 million. The net proceeds of the offering were received on January 5, 2010 at which time they reduced the outstanding indebtedness of ARC by $240 million. - ARC's fourth quarter production was 62,520 boe per day, a decrease of 2,793 boe per day from the fourth quarter of 2008 production of 65,313. The decrease in production is attributable, in large part, to the natural declines on ARC's properties as a result of the reduced capital spending throughout 2009. - ARC spent $117.3 million on capital expenditures before net acquisitions in the fourth quarter compared to $169.4 million in 2008. ARC had an active fourth quarter drilling 39 gross wells (38 net wells) on operated properties with a 100 per cent success rate. Included in ARC's fourth quarter capital expenditures is $20.8 million incurred on the Dawson phase 1 60 mmcf per day gas plant scheduled to be commissioned early in the second quarter of 2010. - The fourth quarter netback before hedging decreased slightly to $29.65 per boe as compared to $29.97 for the same period of 2008. While ARC's realized crude oil price was 29 per cent higher in the fourth quarter of 2009 than the same period in 2008, the realized natural gas price was 39 per cent lower than in the fourth quarter of 2008. - Cash G&A expenses before payments made under the Whole Unit Plan in the fourth quarter decreased to $1.73 per boe as compared to $1.78 for the same period in 2008. The decrease in 2009 is attributable to a decreased bonus accrual in 2009 reflecting the lower overall commodity price environment observed throughout 2009. Table 27 ------------------------------------------------------------------------- Fourth Quarter Financial and Operational Highlights (Cdn$ millions except per unit and per cent) Q4 2009 Q4 2008 % Change ------------------------------------------------------------------------- Production (boe/d) 62,520 65,313 (4) Cash flow from operating activities 143.2 209.4 (32) Per unit $ 0.61 $ 0.96 (36) Distributions 70.9 127.2 (44) Per unit $ 0.30 $ 0.58 (48) Per cent of cash flow from operating activities 50 61 (18) Net income 65.5 82.7 (21) Per unit $ 0.28 $ 0.38 (26) ------------------------------------------------------------------------- Prices WTI (US$/bbl) 76.17 58.75 30 Cdn$/US$ exchange rate 1.06 1.21 (12) Realized oil price (Cdn $/bbl) 72.61 56.26 29 AECO gas monthly index (Cdn $/mcf) 4.23 6.79 (38) Realized gas price (Cdn $/mcf) 4.58 7.48 (39) ------------------------------------------------------------------------- Operating netback ($/boe) Revenue, before hedging 48.42 50.06 (3) Royalties (7.94) (9.14) (13) Transportation (0.92) (0.86) 7 Operating costs (9.91) (10.09) (2) Netback (before hedging) 29.65 29.97 (1) Cash hedging gain (loss) (0.47) 2.38 (120) Netback (after hedging) 29.18 $ 32.35 (10) ------------------------------------------------------------------------- Capital expenditures 117.3 169.4 (31) Net acquisitions and dispositions(1) 180.0 27.6 552 Capital funded with cash flow from operating activities (per cent) 73 65 12 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Represents total consideration for the transactions, including fees but is prior to the related future income tax liability and asset retirement cost obligation.
Critical Accounting Estimates
ARC has continuously evolved and documented its management and internal reporting systems to provide assurance that accurate, timely, internal and external information is gathered and disseminated.
ARC's financial and operating results incorporate certain estimates including:
- estimated revenues, royalties and operating costs on production as at a specific reporting date but for which actual revenues and costs have not yet been received; - estimated capital expenditures on projects that are in progress; - estimated depletion, depreciation and accretion that are based on estimates of oil and gas reserves that ARC expects to recover in the future; - estimated fair values of derivative contracts that are subject to fluctuation depending upon the underlying commodity prices and foreign exchange rates; - estimated value of asset retirement obligations that are dependent upon estimates of future costs and timing of expenditures; and - estimated future recoverable value of property, plant and equipment and goodwill.
ARC has hired individuals and consultants who have the skills required to make such estimates and ensures that individuals or departments with the most knowledge of the activity are responsible for the estimates. Further, past estimates are reviewed and compared to actual results, and actual results are compared to budgets in order to make more informed decisions on future estimates.
The ARC leadership team's mandate includes ongoing development of procedures, standards and systems to allow ARC staff to make the best decisions possible and ensuring those decisions are in compliance with ARC's environmental, health and safety policies.
Disclosure Controls and Procedures
As of
Internal Control over Financial Reporting
Internal control over financial reporting is a process designed to provide reasonable assurance that all assets are safeguarded, transactions are appropriately authorized and to facilitate the preparation of relevant, reliable and timely information. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of ARC's internal control over financial reporting as defined in Rule 13a-15 under the US Securities Exchange Act of 1934 and as defined in
Financial Reporting Update
Current Year Accounting Changes
Effective
Effective
Future Accounting Changes
Business Combinations
The CICA issued Handbook Section 1582 "Business Combinations" that replaces the previous business combinations standard. Under this guidance, the purchase price used in a business combination is based on the fair value of shares exchanged at the market price at acquisition date. Under the current standard, the purchase price used is based on the market price of shares for a reasonable period before and after the date the acquisition is agreed upon and announced. In addition, the guidance generally requires all acquisition costs to be expensed. Current standards allow for the capitalization of these costs as part of the purchase price. This new Section also addresses contingent liabilities, which will be required to be recognized at fair value on acquisition, and subsequently remeasured at each reporting period until settled. Currently, standards require only contingent liabilities that are payable to be recognized. The new guidance requires negative goodwill to be recognized in earnings rather than the current standard of deducting from non-current assets in the purchase price allocation. This standard applies prospectively to business combinations on or after
Consolidated Financial Statements and Non-controlling Interest
The CICA issued Handbook Sections 1601 "Consolidated Financial Statements", and 1602 "Non-controlling Interests", which replaces existing guidance under Section 1600 "Consolidated Financial Statements". Section 1601 establishes standards for the preparation of Consolidated Financial Statements. Section 1602 provides guidance on accounting for a non-controlling interest in a subsidiary in Consolidated Financial Statements subsequent to a business combination. These standards will be effective for ARC for business combinations occurring on or after
International Financial Reporting Standards ("IFRS")
In
ARC has commenced the process to transition from current Canadian GAAP to IFRS. Internal staff has been appointed to lead the conversion project along with sponsorship from the leadership team. Resource requirements have been identified and all IFRS requirements will be met with internal employees supplemented with consultants as required. Regular progress reporting to the Audit Committee of the Board of Directors on the status of the IFRS conversion has been implemented along with scheduled training sessions throughout 2010. At this time, ARC has begun the process of training key personnel within the accounting and finance functions as well as the management team. This has occurred through external IFRS oil and gas training and workshops that have been attended by key members of the accounting and finance team in 2009 and early 2010. A training session has been scheduled for the Audit Committee in June, 2010.
ARC's project consists of three key phases:
- Scoping and diagnostic phase - this phase involves performing a high level impact analysis to identify areas that may be affected by the transition to IFRS. The results of this analysis are priority ranked according to complexity and the amount of time required to assess the impact of changes in transitioning to IFRS. - Impact analysis and evaluation phase - during this phase, items identified in the diagnostic are addressed according to the priority levels assigned to them. This phase involves analysis of policy choices allowed under IFRS and their impact on the financial statements. In addition, certain potential differences are further investigated to assess whether there may be a broader impact to ARC's debt agreements, compensation arrangements or management reporting systems. The conclusion of the impact analysis and evaluation phase will require the audit committee of the Board of Directors to review and approve all accounting policy choices as proposed by management. - Implementation phase - involves implementation of all changes approved in the impact analysis phase and will include changes to information systems, business processes, modification of agreements and training of all staff who are impacted by the conversion.
ARC has completed the scoping and diagnostic phase and has prepared draft analysis for the impact analysis and evaluation phase. Management has not yet finalized its accounting policies and as such is unable to quantify the impact of adopting IFRS on the financial statements. In addition, due to anticipated changes to IFRS and International Accounting Standards prior to ARC's adoption of IFRS, management's plan is subject to change based on new facts and circumstances that arise after the date of this MD&A.
First-Time Adoption of IFRS
IFRS 1, "First-Time Adoption of International Financial Reporting Standards" ("IFRS 1"), provides entities adopting IFRS for the first time with a number of optional exemptions and mandatory exceptions in certain areas to the general requirement for full retrospective application of IFRS. Management is analyzing the various accounting policy choices available and will implement those determined to be the most appropriate for ARC which at this time are summarized as follows:
- Business Combinations - IFRS 1 would allow ARC to use the IFRS rules for business combinations on a prospective basis rather than re- stating all business combinations. The IFRS business combination rules converge with the new CICA Hanbook section 1582 that is also effective for ARC on January 1, 2011, however, early adoption is permitted. - Property, Plant and Equipment ("PP&E") - IFRS 1 provides the option to value the PP&E assets at their deemed cost being the Canadian GAAP net book value assigned to these assets as at the date of transition, January 1, 2010. This amendment is permissible for entities, such as ARC, who currently follow the full cost accounting guideline under Canadian GAAP that accumulates all oil and gas assets into one cost centre. Under IFRS, ARC's PP&E assets must be divided into smaller cost centers. The net book value of the assets on the date of transition will be allocated to the new cost centers on the basis of ARC's reserve volumes or values at that point in time. - Share-Based Payments - IFRS 1 allows ARC an exemption on IFRS 2, "Share-Based Payments" to equity instruments granted on or before November 2, 2002 or which vested before ARC's transition date to IFRS.
The transition from Canadian GAAP to IFRS is a significant undertaking that may materially affect our reported financial position and results of operations. At this time, ARC has identified key differences that will impact the financial statements as follows:
- Re-classification of Exploration and Evaluation ("E&E") expenditures from PP&E - Upon transition to IFRS, ARC will re-classify all E&E expenditures that are currently included in the PP&E balance on the Consolidated Balance Sheet. This will consist of the book value for ARC's undeveloped land that relates to exploration properties. E&E assets will not be depleted and must be assessed for impairment when indicators suggest the possibility of impairment. - Calculation of depletion expense for PP&E assets - Upon transition to IFRS, ARC has the option to calculate depletion using a reserve base of proved reserves or both proved and probable reserves, as compared to the Canadian GAAP method of calculating depletion using only proved reserves. ARC has not concluded at this time which method for calculating depletion will be used. - Impairment of PP&E assets - Under IFRS, impairment of PP&E must be calculated at a more granular level than what is currently required under Canadian GAAP. Impairment calculations will be performed at the cash generating unit level using either total proved or proved plus probable reserves. - Due to the recent withdrawal of the exposure draft on IAS 12 Income Taxes in November 2009 and the issuance of the exposure draft on IAS 37 Provisions, Contingent Liabilities and Contingent Assets in January 2010, Management is still determining the impact of these revised standards on its IFRS transition and expects to have all additional potential material impact areas identified during the first quarter of 2010 and approved by the audit committee during the second quarter of 2010.
In addition to accounting policy differences, ARC's transition to IFRS will impact the internal controls over financial reporting, the disclosure controls and procedures, ARC's business activities and IT systems as follows:
- Internal controls over financial reporting ("ICFR") - As the review of ARC's accounting policies is completed, an assessment will be made to determine changes required for ICFR. As an example, additional controls will be implemented for the IFRS 1 changes such as the allocation of ARC's PP&E as well as the process for re- classifying ARC's E&E expenditures from PP&E. This will be an ongoing process through 2010 to ensure that all changes in accounting policies include the appropriate additional controls and procedures for future IFRS reporting requirements. - Disclosure controls and procedures - Throughout the transition process, ARC will be assessing stakeholders' information requirements and will ensure that adequate and timely information is provided so that all stakeholders are kept apprised. Management anticipates to deliver investor presentations during the fourth quarter of 2011 to explain the differences between the historical Canadian GAAP statements and the IFRS statements. - Business activities - Management has been cognizant of the upcoming transition to IFRS and as such has worked with our counterparties and lenders to ensure that agreement references to Canadian GAAP statements are modified to allow for IFRS statements. Based on the expected changes to ARC's accounting policies at this time, there are no foreseen issues with the existing wording of debts covenants and related agreements as a result of the conversion to IFRS. During the 2010 quarterly meetings held with ARC's lenders there will be an update on IFRS as it relates to ARC and management will continue to monitor these areas closely as final policy choices are made. - IT systems - ARC has completed most of the system updates required in order to ready the company for IFRS reporting. The modifications were not significant, however, deemed critical in order to allow for reporting of both Canadian GAAP and IFRS statements in 2010 as well as the modifications required to track PP&E costs and E&E costs with a more granular level of detail for IFRS reporting. Additional system modifications may be required based on final policy choices. Additional system modifications may be required based on final policy choices.
Non-GAAP Measures
Management uses certain key performance indicators ("KPIs") and industry benchmarks such as distributions as a per cent of cash flow from operating activities, operating netbacks ("netbacks"), total capitalization, finding, development and acquisition costs, recycle ratio, reserve life index, reserves per unit and production per unit, net asset value and total returns to analyze financial and operating performance. Management feels that these KPIs and benchmarks are key measures of profitability and overall sustainability for ARC. These KPIs and benchmarks as presented do not have any standardized meaning prescribed by Canadian GAAP and therefore may not be comparable with the calculation of similar measures for other entities.
Forward-looking Information and Statements
This MD&A contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "strategy" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this MD&A contains forward-looking information and statements pertaining to the following: all of the matters under the heading "2009 Guidance and Financial Highlights" which contains guidance for 2010, the future expenditure plans for 2010 and expected production under the heading "Production", the expected benefits from various incentive plans instituted in the provinces of Alberta and British Columbia and future operating costs under the heading "Operating Netbacks", the expected increase in cash G&A in 2010 and the expected payments in 2010 under the Whole Unit Plan under the heading "General and Administrative Expenses ("G&A") and Trust Unit Incentive Compensation", the increase in interest rates in 2010 as a result of the renewal of our credit facility under the heading "Interest and Financing Charges" and the costs and opportunity for renewal of the bank facility and other information relating to financing the 2010 capital expenditures under the heading: "Capitalization, Financial Resources and Liquidity", the payment of income taxes in the future by ARC and the availability of a non-taxable conversion of trust unit to shares on the conversion of the trust structure to a corporation under the heading "Taxes", and a number of other matters, including the amount of future asset retirement; the amount of future asset retirement obligations; future liquidity and financial capacity; future results from operations and operating metrics; future costs, expenses and royalty rates; future interest costs; future development, exploration, acquisition and development activities (including drilling plans) and related capital expenditures, future tax treatment of income trusts and future taxes payable by ARC; ARC's income tax pools and the future impact of the implementation of IFRS on ARC's financial statements.
The forward-looking information and statements contained in this MD&A reflect several material factors and expectations and assumptions of ARC including, without limitation: that ARC will continue to conduct its operations in a manner consistent with past operations; the general continuance of current industry conditions; the continuance of existing (and in certain circumstances, the implementation of proposed) tax, royalty and regulatory regimes; the accuracy of the estimates of ARC's reserves and resource volumes; certain commodity price and other cost assumptions; and the continued availability of adequate debt and equity financing and cash flow to fund its planned expenditures; ARC believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
The forward-looking information and statements included in this MD&A are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: changes in commodity prices; changes in the demand for or supply of ARC's products; unanticipated operating results or production declines; changes in tax or environmental laws, royalty rates or other regulatory matters; changes in development plans of ARC or by third party operators of ARC's properties, increased debt levels or debt service requirements; inaccurate estimation of ARC's oil and gas reserve and resource volumes; limited, unfavorable or a lack of access to capital markets; increased costs; a lack of adequate insurance coverage; the impact of competitors; and certain other risks detailed from time to time in ARC's public disclosure documents (including, without limitation, those risks identified in this MD&A and in ARC's Annual Information Form).
The forward-looking information and statements contained in this MD&A speak only as of the date of this MD&A, and none of ARC or its subsidiaries assumes any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
Additional Information
Additional information relating to ARC can be found on SEDAR at www.sedar.com.
ANNUAL HISTORICAL REVIEW ------------------------------------------------------------------------- For the year ended December 31 (Cdn $ millions, except per unit amounts) 2009 2008 2007 2006 2005 ------------------------------------------------------------------------- FINANCIAL Revenue before royalties 978.2 1,706.4 1,251.6 1,230.5 1,165.2 Per unit(1) 4.16 7.90 5.95 6.02 6.10 Cash flow from operating activities(2) 497.4 944.4 704.9 734.0 616.7 Per unit - basic(1) 2.11 4.37 3.35 3.59 3.23 Per unit - diluted 2.11 4.37 3.35 3.58 3.20 Net income 222.8 533.0 495.3 460.1 356.9 Per unit - basic(3) 0.96 2.50 2.39 2.28 1.90 Per unit - diluted 0.96 2.50 2.39 2.27 1.88 Distributions 298.5 570.0 498.0 484.2 376.6 Per unit(4) 1.28 2.67 2.40 2.40 1.99 Total assets 3,914.5 3,766.7 3,533.0 3,479.0 3,251.2 Total liabilities 1,540.1 1,624.6 1,491.3 1,550.6 1,415.5 Net debt outstanding(5) 902.4 961.9 752.7 739.1 578.1 Weighted average trust units (millions)(6) 235.4 216.0 210.2 204.4 191.2 Trust units outstanding and issuable at period end (millions)(6) 239.0 219.2 213.2 207.2 202.0 ------------------------------------------------------------------------- CAPITAL EXPENDITURES Geological and geophysical 13.7 27.1 14.9 11.4 9.2 Land 7.0 122.4 77.5 32.4 9.1 Drilling and completions 214.3 305.4 229.5 240.5 191.8 Plant and facilities 110.0 90.4 72.1 77.6 55.0 Other capital 14.6 3.3 3.2 2.6 3.7 Total capital expenditures 359.6 548.6 397.2 364.5 268.8 Property acquisitions (dispositions), net (20.5) 51.0 42.5 115.2 91.3 Corporate acquisitions(7) 178.9 - - 16.6 505.0 Total capital expenditures and net acquisitions 518.0 599.6 439.7 496.3 865.1 ------------------------------------------------------------------------- OPERATING Production Crude oil (bbl/d) 27,509 28,513 28,682 29,042 23,282 Natural gas (mmcf/d) 194.0 196.5 180.1 179.1 173.8 Natural gas liquids (bbl/d) 3,689 3,861 4,027 4,170 4,005 Total (boe per day 6:1) 63,538 65,126 62,723 63,056 56,254 Average prices Crude oil ($/bbl) 62.24 94.20 69.24 65.26 61.11 Natural gas ($/mcf) 4.18 8.58 6.75 6.97 8.96 Natural gas liquids ($/bbl) 40.67 69.71 54.79 52.63 49.92 Oil equivalent ($/boe) 42.07 71.25 54.54 53.33 56.54 ------------------------------------------------------------------------- RESERVES (company interest)(8) Proved plus probable reserves Crude oil and NGL (mbbl) 153,413 153,020 158,341 162,193 163,385 Natural gas (bcf) 1,353.2 1,012.2 768.2 743.6 741.7 Total (mboe) 378,953 321,723 286,370 286,125 286,997 ------------------------------------------------------------------------- TRUST UNIT TRADING (based on intra-day trading) Unit prices High 21.89 33.95 23.86 30.74 27.58 Low 11.73 15.01 18.90 19.20 16.55 Close 19.94 20.10 20.40 22.30 26.49 Average daily volume (thousands) 1,057 975 597 706 656 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Per unit amounts (with the exception of per unit distributions) are based on weighted average trust units outstanding plus trust units issuable for exchangeable shares. (2) This is a GAAP measure and a change from the non-GAAP measure reported in prior quarters. Refer to non-GAAP section. (3) Net income per unit is based on net income after non-controlling interest divided by weighted average trust units outstanding (excluding trust units issuable for exchangeable shares). (4) Based on number of trust units outstanding at each distribution date. (5) Net debt excludes the current unrealized risk management contracts asset and liability and the current portion of future income taxes. (6) Includes trust units issuable for outstanding exchangeable shares based on the period end exchange ratio. (7) Represents total consideration for the corporate acquisition including fees but prior to working capital, asset retirement obligation and future income tax liability assumed on acquisition. (8) Company interest reserves are the gross interest reserves plus the royalty interest prior to the deduction of royalty burdens. QUARTERLY HISTORICAL REVIEW ------------------------------------------------------------------------- (Cdn $ millions, except per unit amounts) 2009 ------------------------------------------------------------------------- FINANCIAL Q4 Q3 Q2 Q1 Revenue before royalties 278.6 239.2 235.2 225.2 Per unit(1) 1.17 1.01 0.99 0.98 Cash flow from operating activities(2) 143.2 125.6 104.3 124.3 Per unit - basic(1) 0.60 0.53 0.44 0.54 Per unit - diluted 0.60 0.53 0.44 0.54 Net income 65.5 68.9 66.1 22.3 Per unit - basic(3) 0.28 0.29 0.28 0.10 Per unit - diluted 0.28 0.29 0.28 0.10 Distributions 70.9 70.6 75.0 82.0 Per unit(4) 0.30 0.30 0.32 0.36 Total assets 3,914.5 3,642.9 3,672.5 3,733.1 Total liabilities 1,540.1 1,278.4 1,323.1 1,392.1 Net debt outstanding(5) 902.4 705.4 737.6 781.5 Weighted average trust units(6) 238.5 237.7 236.6 228.9 Trust units outstanding and issuable(6) 239.0 238.1 237.1 236.0 ------------------------------------------------------------------------- CAPITAL EXPENDITURES Geological and geophysical 2.9 3.0 5.0 2.8 Land 2.0 4.5 0.2 0.2 Drilling and completions 66.1 61.0 18.6 68.5 Plant and facilities 35.3 26.1 23.6 25.1 Other capital 11.0 1.6 1.5 0.6 Total capital expenditures 117.3 96.2 48.9 97.2 Property acquisitions (dispositions) net 1.1 (30.1) 2.3 6.2 Corporate acquisitions(7) 178.9 - - - Total capital expenditures and net acquisitions 297.3 66.1 51.2 103.4 ------------------------------------------------------------------------- OPERATING Production Crude oil (bbl/d) 27,415 26,921 26,917 28,806 Natural gas (mmcf/d) 189.0 193.1 200.2 193.8 Natural gas liquids (bbl/d) 3,597 3,717 3,679 3,764 Total (boe per day 6:1) 62,520 62,824 63,969 64,872 Average prices Crude oil ($/bbl) 72.61 67.74 62.74 46.44 Natural gas ($/mcf) 4.58 3.25 3.73 5.20 Natural gas liquids ($/bbl) 46.12 38.92 38.89 38.86 Oil equivalent ($/boe) 48.35 41.31 40.32 38.40 ------------------------------------------------------------------------- TRUST UNIT TRADING (based on intra-day trading) Unit prices High 21.89 20.20 19.25 20.90 Low 19.06 15.48 14.12 11.73 Close 19.94 20.20 17.81 14.15 Average daily volume (thousands) 963 1,038 988 1,240 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- (Cdn $ millions, except per unit amounts) 2008 ------------------------------------------------------------------------- FINANCIAL Q4 Q3 Q2 Q1 Revenue before royalties 300.8 485.7 512.0 407.9 Per unit(1) 1.38 2.24 2.38 1.91 Cash flow from operating activities(2) 209.4 251.4 273.4 209.9 Per unit - basic(1) 0.96 1.16 1.27 0.98 Per unit - diluted 0.96 1.16 1.27 0.98 Net income 82.7 311.7 57.3 81.3 Per unit - basic(3) 0.38 1.46 0.27 0.39 Per unit - diluted 0.38 1.46 0.27 0.38 Distributions 127.2 171.3 144.7 126.8 Per unit(4) 0.59 0.80 0.68 0.60 Total assets 3,766.7 3,687.5 3,664.3 3,592.6 Total liabilities 1,624.6 1,530.8 1,689.6 1,560.4 Net debt outstanding(5) 961.9 773.2 756.1 770.1 Weighted average trust units(6) 218.3 216.6 215.2 213.8 Trust units outstanding and issuable(6) 219.2 217.4 215.8 214.7 ------------------------------------------------------------------------- CAPITAL EXPENDITURES Geological and geophysical 3.7 1.3 16.4 5.5 Land 17.1 18.6 57.8 28.8 Drilling and completions 117.1 91.4 32.6 64.4 Plant and facilities 30.5 24.2 24.1 11.6 Other capital 1.0 0.9 0.4 1.0 Total capital expenditures 169.4 136.4 131.3 111.3 Property acquisitions (dispositions) net 27.6 13.1 0.3 10.1 Corporate acquisitions(7) - - - - Total capital expenditures and net acquisitions 197.0 149.5 131.6 121.4 ------------------------------------------------------------------------- OPERATING Production Crude oil (bbl/d) 28,935 28,509 27,541 29,064 Natural gas (mmcf/d) 195.1 192.0 194.7 204.3 Natural gas liquids (bbl/d) 3,858 3,822 3,906 3,856 Total (boe per day 6:1) 65,313 64,325 63,896 66,976 Average prices Crude oil ($/bbl) 56.26 114.20 118.32 89.72 Natural gas ($/mcf) 7.48 8.68 10.41 7.80 Natural gas liquids ($/bbl) 45.22 82.87 82.29 68.54 Oil equivalent ($/boe) 49.93 81.42 87.73 66.67 ------------------------------------------------------------------------- TRUST UNIT TRADING (based on intra-day trading) Unit prices High 22.55 33.30 33.95 27.06 Low 15.01 22.33 25.19 20.00 Close 20.10 23.10 33.95 26.38 Average daily volume (thousands) 1,523 841 659 863 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Per unit amounts (with the exception of per unit distributions) are based on weighted average trust units outstanding plus trust units issuable for exchangeable shares. (2) This is a GAAP measure and a change from the non-GAAP measure reported in prior quarters. Refer to non-GAAP section. (3) Net income per unit is based on net income after non-controlling interest divided by weighted average trust units outstanding (excluding trust units issuable for exchangeable shares). (4) Based on number of trust units outstanding at each distribution date. (5) Net debt excludes the current unrealized risk management contracts asset and liability and the current portion of future income taxes. (6) Includes trust units issuable for outstanding exchangeable shares based on the period end exchange ratio. (7) Represents total consideration for the corporate acquisition including fees but prior to working capital, asset retirement obligation and future income tax liability assumed on acquisition. CONSOLIDATED BALANCE SHEETS (unaudited) As at December 31 (Cdn$ millions) 2009 2008 ------------------------------------------------------------------------- ASSETS Current assets Cash and cash equivalents (Note 5) $ - $ 40.0 Accounts receivable (Note 6) 115.9 110.0 Prepaid expenses 18.2 16.8 Risk management contracts (Note 13) 5.9 24.4 Future income taxes (Note 15) 7.1 3.9 ------------------------------------------------------------------------- 147.1 195.1 Reclamation funds (Note 7) 33.2 28.2 Risk management contracts (Note 13) 3.2 9.2 Property, plant and equipment (Note 8) 3,573.4 3,376.6 Goodwill 157.6 157.6 ------------------------------------------------------------------------- Total assets $ 3,914.5 $ 3,766.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES Current liabilities Accounts payable and accrued liabilities (Note 9) $ 166.7 $ 194.4 Distributions payable 23.7 32.5 Risk management contracts (Note 13) 12.9 23.5 ------------------------------------------------------------------------- 203.3 250.4 Risk management contracts (Note 13) 1.0 3.4 Long-term debt (Note 10) 846.1 901.8 Accrued long-term incentive compensation (Note 21) 10.9 14.2 Asset retirement obligations (Note 11) 149.9 141.5 Future income taxes (Note 15) 328.9 313.3 ------------------------------------------------------------------------- Total liabilities 1,540.1 1,624.6 ------------------------------------------------------------------------- COMMITMENTS AND CONTINGENCIES (Note 22) SUBSEQUENT EVENT (Note 23) NON-CONTROLLING INTEREST Exchangeable shares (Note 16) 36.0 42.4 UNITHOLDERS' EQUITY Unitholders' capital (Note 17) 2,917.6 2,600.7 Deficit (Note 18) (578.6) (502.9) Accumulated other comprehensive (loss) income (Note 18) (0.6) 1.9 ------------------------------------------------------------------------- Total unitholders' equity 2,338.4 2,099.7 ------------------------------------------------------------------------- Total liabilities and unitholders' equity $ 3,914.5 $ 3,766.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to the Consolidated Financial Statements CONSOLIDATED STATEMENTS OF INCOME AND DEFICIT (unaudited) For the three and twelve months ended December 31 Three Months Ended Twelve Months Ended (Cdn$ millions, except December 31 December 31 per unit amounts) 2009 2008 2009 2008 ------------------------------------------------------------------------- REVENUES Oil, natural gas and natural gas liquids $ 278.6 $ 300.8 $ 978.2 $ 1,706.4 Royalties (45.6) (54.9) (147.8) (307.7) ------------------------------------------------------------------------- 233.0 245.9 830.4 1,398.7 Gain (loss) on risk management contracts (Note 13) Realized (1.7) 32.8 19.4 (75.7) Unrealized 0.2 42.0 (7.7) 68.0 ------------------------------------------------------------------------- 231.5 320.7 842.1 1,391.0 ------------------------------------------------------------------------- EXPENSES Transportation 5.3 5.2 20.6 19.0 Operating 57.0 60.7 236.2 241.5 General and administrative 13.8 14.0 52.3 61.2 Provision for non- recoverable accounts receivable (Note 6) (1.3) 14.0 (1.7) 32.0 Interest and financing charges (Note 10) 5.9 8.1 25.7 32.9 Depletion, depreciation and accretion (Notes 8 and 11) 96.1 96.2 386.4 379.6 (Gain) loss on foreign exchange (Note 14) (9.7) 61.2 (70.0) 89.4 ------------------------------------------------------------------------- 167.1 259.4 649.5 855.6 ------------------------------------------------------------------------- Capital and other taxes (0.1) - (0.3) - Future income tax recovery (Note 15) 1.9 22.3 32.8 4.5 ------------------------------------------------------------------------- Net income before non- controlling interest 66.2 83.6 225.1 539.9 Non-controlling interest (Note 16) (0.7) (0.9) (2.3) (6.9) ------------------------------------------------------------------------- Net income $ 65.5 $ 82.7 $ 222.8 $ 533.0 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Deficit, beginning of period $ (573.2) $ (458.4) $ (502.9) $ (465.9) Distributions paid or declared (Note 19) (70.9) (127.2) (298.5) (570.0) ------------------------------------------------------------------------- Deficit, end of period (Note 18) $ (578.6) $ (502.9) $ (578.6) $ (502.9) ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net income per unit (Note 17) Basic and Diluted $ 0.28 $ 0.38 $ 0.96 $ 2.50 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to the Consolidated Financial Statements CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME (unaudited) For the three and twelve months ended December 31 Three Months Ended Twelve Months Ended December 31 December 31 (Cdn$ millions) 2009 2008 2009 2008 ------------------------------------------------------------------------- Net income $ 65.5 $ 82.7 $ 222.8 $ 533.0 Other comprehensive (loss) income, net of tax Losses and gains on financial instruments designated as cash flow hedges(1) (0.5) 0.6 (3.9) (2.2) De-designation of cash flow hedge(2) (Note 13) - - - 10.0 Gains and losses on financial instruments designated as cash flow hedges in prior periods realized in net income in the current period(3) (Note 13) 0.3 (0.9) 1.1 (2.9) Net unrealized gains (losses) on available- for-sale reclamation funds' investments(4) - - 0.3 (0.1) ------------------------------------------------------------------------- Other comprehensive (loss) income (0.2) (0.3) (2.5) 4.8 ------------------------------------------------------------------------- Comprehensive income $ 65.3 $ 82.4 $ 220.3 $ 537.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Accumulated other comprehensive (loss) income, beginning of period (0.4) 2.2 1.9 (2.9) Other comprehensive (loss) income (0.2) (0.3) (2.5) 4.8 ------------------------------------------------------------------------- Accumulated other comprehensive (loss) income, end of period (Note 18) $ (0.6) $ 1.9 $ (0.6) $ 1.9 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Amounts are net of tax of $0.1 million and $1.3 million, respectively, for the three months and twelve months ended December 31, 2009 (net of tax of $0.2 million and $0.8 million, respectively, for the three and twelve months ended December 31, 2008). (2) Amount is net of tax of $3.6 million for the twelve months ended December 31, 2008. (3) Amounts are net of tax of $0.1 million and $0.4 million, respectively, for the three and twelve months ended December 31, 2009 (net of tax of $0.3 million and $1 million, respectively, for the three and twelve months ended December 31, 2008). (4) Nominal future income tax impact for the three months ended December 31, 2009 and $0.1 million for the twelve months ended December 31, 2009 (nominal for the three and twelve months ended December 31, 2008). See accompanying notes to the Consolidated Financial Statements CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the three and twelve months ended December 31 Three Months Ended Twelve Months Ended December 31 December 31 (Cdn$ millions) 2009 2008 2009 2008 ------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 65.5 $ 82.7 $ 222.8 $ 533.0 Add items not involving cash: Non-controlling interest (Note 16) 0.7 0.9 2.3 6.9 Future income tax recovery (Note 15) (1.9) (22.3) (32.8) (4.5) Depletion, depreciation and accretion (Notes 8 and 11) 96.1 96.2 386.4 379.6 Non-cash (gain) loss on risk management contracts (Note 13) (0.2) (42.0) 7.7 (68.0) Non-cash (gain) loss on foreign exchange (Note 14) (8.8) 61.6 (69.0) 88.5 Non-cash trust unit incentive compensation expense (recovery) (Note 21) 4.7 (4.2) 0.6 1.0 Expenditures on site restoration and reclamation (Note 11) (4.8) (4.7) (8.7) (12.4) Change in non-cash working capital (8.1) 41.2 (11.9) 20.3 ------------------------------------------------------------------------- 143.2 209.4 497.4 944.4 ------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Issue of long-term debt under revolving credit facilities, net 224.5 164.0 (120.7) 105.9 Issue of Senior Secured Notes - - 152.9 - Repayment of Senior Secured Notes (6.3) (7.1) (18.9) (7.1) Issue of trust units 0.5 0.5 255.0 4.9 Trust unit issue costs (0.5) - (13.8) - Cash distributions paid (Note 19) (56.1) (117.6) (242.3) (458.8) Change in non-cash working capital (4.3) (1.5) 1.6 (0.4) ------------------------------------------------------------------------- 157.8 38.3 13.8 (355.5) ------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Corporate acquisition (Note 4) (178.9) - (178.9) - Acquisition of petroleum and natural gas properties (1.1) (27.6) (11.8) (51.2) Proceeds on disposition of petroleum and natural gas properties - - 32.3 0.2 Capital expenditures (116.5) (169.9) (359.4) (548.1) Net reclamation fund contributions (Note 7) (1.5) (1.3) (4.6) (2.2) Change in non-cash working capital (3.0) 3.5 (28.8) 45.4 ------------------------------------------------------------------------- (301.0) (195.3) (551.2) (555.9) ------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - 52.4 (40.0) 33.0 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - (12.4) 40.0 7.0 ------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ 40.0 $ - $ 40.0 ------------------------------------------------------------------------- See accompanying notes to the Consolidated Financial Statements NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) December 31, 2009 and 2008 (all tabular amounts in Cdn$ millions, except per unit amounts) 1. STRUCTURE OF THE TRUST ARC Energy Trust ("ARC" or "the Trust") was formed on May 7, 1996 pursuant to a Trust indenture (the "Trust Indenture") that has been amended from time to time, most recently on May 15, 2006. Computershare Trust Company of Canada was appointed as Trustee under the Trust Indenture. The beneficiaries of ARC are the holders of the Trust units. ARC was created for the purposes of issuing trust units to the public and investing the funds so raised to purchase a royalty in the properties of ARC Resources Ltd. ("ARC Resources"). The Trust Indenture was amended on June 7, 1999 to convert ARC from a closed- end to an open-ended investment Trust. The current business of ARC includes investment in energy business-related assets including, but not limited to, petroleum and natural gas-related assets, gathering, processing and transportation assets. The operations of ARC consist of the acquisition, development, exploitation and disposition of these assets and the distribution of the net cash proceeds from these activities to the unitholders. 2. SUMMARY OF ACCOUNTING POLICIES The Consolidated Financial Statements have been prepared by management following Canadian generally accepted accounting principles ("GAAP"). Effective January 1, 2011, ARC will be required to prepare Consolidated Financial Statements in accordance with International Financial Reporting Standards ("IFRS"). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, and revenues and expenses during the reporting year. Actual results could differ from those estimated. The amounts recorded for depreciation and depletion of petroleum and natural gas property and equipment and for asset retirement obligations are based on estimates of petroleum and natural gas reserves and future costs. Estimates of reserves also provide the basis for determining whether the carrying value of property, plant and equipment is impaired. Accounts receivable are recorded at the estimated net recoverable amount which involves estimates of uncollectable accounts. Goodwill impairment tests involve estimates of ARC's fair value. By their nature, these estimates are subject to measurement uncertainty, and the impact on the financial statements of future periods could be material. Principles of Consolidation The Consolidated Financial Statements include the accounts of ARC and its subsidiaries. Any reference to "the Trust" or "ARC" throughout these Consolidated Financial Statements refers to the Trust and its subsidiaries. All inter-entity transactions have been eliminated. Revenue Recognition Revenue associated with the sale of crude oil, natural gas, and natural gas liquids ("NGLs") owned by ARC are recognized when title passes from ARC to its customers. Transportation Costs paid by ARC for the transportation of natural gas, crude oil and NGLs from the wellhead to the point of title transfer are recognized when the transportation is provided. Joint Interests ARC conducts many of its oil and gas production activities through jointly controlled operations and the financial statements reflect only ARC's proportionate interest in such activities. Depletion and Depreciation Depletion of petroleum and natural gas properties and depreciation of production equipment are calculated on the unit-of-production basis based on: (a) total estimated proved reserves calculated in accordance with National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities; (b) total capitalized costs, excluding undeveloped lands, plus estimated future development costs of proved undeveloped reserves, including future estimated asset retirement costs; and (c) relative volumes of petroleum and natural gas reserves and production, before royalties, converted at the energy equivalent conversion ratio of six thousand cubic feet of natural gas to one barrel of oil. Whole Trust Unit Incentive Plan Compensation ARC has established a Whole Trust Unit Incentive Plan (the "Whole Unit Plan") for employees, independent directors and long-term consultants who otherwise meet the definition of an employee of ARC. Compensation expense associated with the Whole Unit Plan is granted in the form of Restricted Trust Units ("RTUs") and Performance Trust Units ("PTUs") and is determined based on the intrinsic value of the Whole Trust Units at each period end. The intrinsic valuation method is used as participants of the Whole Unit Plan receive a cash payment on a fixed vesting date. This valuation incorporates the year-end unit price, the number of RTUs and PTUs outstanding at each period end, and certain management estimates. As a result, large fluctuations, even recoveries, in compensation expense may occur due to changes in the underlying unit price. In addition, compensation expense is amortized and recognized in earnings over the vesting period of the Whole Unit Plan with a corresponding increase or decrease in liabilities. Classification between accrued liabilities and accrued long-term incentive compensation is dependent on the expected payout date. ARC charges amounts relating to head office employees to general and administrative expense, amounts relating to field employees to operating expense and amounts relating to geologists and geophysicists to property, plant and equipment. ARC has not incorporated an estimated forfeiture rate for RTUs and PTUs that will not vest, rather it accounts for actual forfeitures as they occur. Cash Equivalents Cash equivalents include short-term investments, such as money market deposits or similar type instruments, with an original maturity of three months or less when purchased. Reclamation Funds Reclamation funds hold investment grade assets and cash and cash equivalents. Investments are categorized as either held-to-maturity or available-for-sale assets, which are initially measured at fair value. Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method. Available-for- sale investments are subsequently measured at fair value with changes in fair value recognized in other comprehensive income, net of tax. Investments carried at amortized cost are subject to impairment losses in the event of an other than temporary decline in market value. Property, Plant and Equipment ("PP&E") ARC follows the full cost method of accounting. All costs of exploring, developing, enhancing and acquiring petroleum and natural gas properties, including asset retirement costs, are capitalized and accumulated in one cost centre as all operations are in Canada. Maintenance and repairs are charged against earnings, and renewals and enhancements that extend the economic life of the PP&E are capitalized. Gains and losses are not recognized upon disposition of petroleum and natural gas properties unless such a disposition would alter the rate of depletion by 20 per cent or more. Impairment ARC places a limit on the aggregate carrying value of PP&E, which may be amortized against revenues of future periods. Impairment is recognized if the carrying amount of the PP&E exceeds the sum of the undiscounted cash flows expected to result from ARC's proved reserves. Cash flows are calculated based on third party quoted forward prices, adjusted for ARC's contract prices and quality differentials. Upon recognition of impairment, ARC would then measure the amount of impairment by comparing the carrying amounts of the PP&E to an amount equal to the estimated net present value of future cash flows from proved plus risked probable reserves. ARC's risk-free interest rate is used to arrive at the net present value of the future cash flows. Any excess carrying value above the net present value of ARC's future cash flows would be recorded as a permanent impairment and charged against net income. The cost of unproved properties is excluded from the impairment test described above and subject to a separate impairment test. In the case of impairment, the book value of the impaired properties is moved to the petroleum and natural gas depletable base. Goodwill ARC must record goodwill relating to a corporate acquisition when the total purchase price exceeds the fair value for accounting purposes of the net identifiable assets and liabilities of the acquired company. The goodwill balance is assessed for impairment annually at year-end or as events occur that could result in an indication of impairment. Impairment is recognized based on the fair value of the reporting entity compared to the book value of the reporting entity. If the fair value of the entity is less than the book value, impairment is measured by allocating the fair value to the identifiable assets and liabilities as if the entity had been acquired in a business combination for a purchase price equal to its fair value. The excess of the fair value over the amounts assigned to the identifiable assets and liabilities is the fair value of the goodwill. Any excess of the book value of goodwill over this implied fair value of goodwill is the impairment amount. Impairment is charged to earnings in the period in which it occurs. Goodwill is stated at cost less impairment and is not amortized. Asset Retirement Obligations ARC recognizes an Asset Retirement Obligation ("ARO") in the period in which it is incurred when a reasonable estimate of the fair value can be made. On a periodic basis, management will review these estimates and changes, if any, will be applied prospectively. The fair value of the estimated ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The capitalized amount is depleted on a unit-of-production basis over the life of the reserves. The liability amount is increased each reporting period due to the passage of time and the amount of accretion is charged to earnings in the period. Revisions to the estimated timing of cash flows or to the original estimated undiscounted cost would also result in an increase or decrease to the ARO. Actual costs incurred upon settlement of the obligation are charged against the ARO to the extent of the liability recorded. Income Taxes ARC follows the liability method of accounting for income taxes. Under this method, income tax liabilities and assets are recognized for the estimated tax consequences attributable to differences between the amounts reported in the financial statements of ARC and ARC's corporate subsidiaries and their respective tax base, using substantively enacted future income tax rates. The effect of a change in income tax rates on future tax liabilities and assets is recognized in income in the period in which the change occurs, provided that the income tax rates are substantively enacted. Temporary differences arising on acquisitions result in future income tax assets and liabilities. Basic and Diluted per Trust Unit Calculations Basic net income per unit is computed by dividing net income after non-controlling interest by the weighted average number of trust units outstanding during the period. Diluted net income per unit amounts are calculated based on net income before non-controlling interest divided by dilutive trust units. Dilutive trust units are arrived at by adding weighted average trust units to trust units issuable on conversion of exchangeable shares, and to the potential dilution that would occur if rights were exercised at the beginning of the period. The treasury stock method assumes that proceeds received from the exercise of in-the-money rights and the unrecognized trust unit incentive compensation are used to repurchase units at the average market price. Financial Instruments Financial assets, financial liabilities and non-financial derivatives are measured at fair value on initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to- maturity, loans and receivables, or other financial liabilities. a. Held-for-trading Financial assets and liabilities designated as held-for-trading are subsequently measured at fair value with changes in those fair values charged immediately to earnings. With the exception of risk management contracts that qualify for hedge accounting, ARC classifies all risk management contracts as held-for-trading. Cash and cash equivalents are also classified as held-for-trading. b. Available-for-sale assets Available-for-sale financial assets are subsequently measured at fair value with changes in fair value recognized in Other Comprehensive Income ("OCI"), net of tax. Amounts recognized in OCI for available-for-sale financial assets are charged to earnings when the asset is derecognized or when there is an other than temporary asset impairment. ARC classifies its reclamation funds as available-for-sale assets. c. Held-to-maturity investments, loans and receivables and other financial liabilities Held-to-maturity investments, loans and receivables, and other financial liabilities are subsequently measured at amortized cost using the effective interest method. ARC classifies accounts receivable to loans and receivables, and accounts payable, distributions payable and long-term debt to other financial liabilities. Transaction costs are expensed as incurred for all financial instruments. ARC has elected January 1, 2003 as the effective date to identify and measure embedded derivatives in financial and non-financial contracts that are not closely related to the host contracts. ARC is exposed to market risks resulting from fluctuations in commodity prices, foreign exchange rates and interest rates in the normal course of operations. A variety of derivative instruments are used by ARC to reduce its exposure to fluctuations in commodity prices, foreign exchange rates, and interest rates. The fair values of these derivative instruments are based on an estimate of the amounts that would have been received or paid to settle these instruments prior to maturity. ARC considers all of these transactions to be effective economic hedges; however, most of ARC's contracts do not qualify or have not been designated as effective hedges for accounting purposes. For transactions that do not qualify for hedge accounting, ARC applies the fair value method of accounting by recording an asset or liability on the Consolidated Balance Sheet and recognizing changes in the fair value of the instruments in earnings during the current period. For derivative instruments that do qualify as effective accounting hedges, policies and procedures are in place to ensure that the required documentation and approvals are obtained. This documentation specifically ties the derivative financial instruments to their use, and in the case of commodities, to the mitigation of market price risk associated with cash flows expected to be generated. When applicable, ARC also identifies all relationships between hedging instruments and hedged items, as well as its risk management objective and the strategy for undertaking hedge transactions. This would include linking the particular derivative to specific assets and liabilities on the Consolidated Balance Sheet or to specific firm commitments or forecasted transactions. Where specific hedges are executed, ARC assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative used in the particular hedging transaction is effective in offsetting changes in fair value or cash flows of the hedged item. Hedge accounting is discontinued prospectively when the derivative no longer qualifies as an effective hedge, or the derivative is terminated or sold, or upon the sale or early termination of the hedged item. ARC has currently designated a portion of its financial electricity contracts as effective cash flow hedges. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative is recognized in OCI while the ineffective portion is recognized in earnings. When hedge accounting is discontinued, the amounts previously recognized in Accumulated Other Comprehensive Income ("AOCI") are reclassified to earnings during the periods when the variability in the cash flows of the hedged item affects earnings. Gains and losses on derivatives are reclassified immediately to earnings when the hedged item is sold or early terminated. When hedge accounting is applied to a derivative used to hedge an anticipated transaction and it is determined that the anticipated transaction will not occur within the originally specified time period, hedge accounting is discontinued and the unrealized gains and losses are reclassified from AOCI to earnings. Foreign Currency Translation Monetary assets and liabilities denominated in a foreign currency are translated at the rate of exchange in effect at the Consolidated Balance Sheet date. Revenues and expenses are translated at the period average rates of exchange. Translation gains and losses are included in earnings in the period in which they arise. Non-Controlling Interest ARC must record non-controlling interest when exchangeable shares issued by a subsidiary of ARC are transferable to third parties. Non- controlling interest on the Consolidated Balance Sheet is recognized based on the fair value of the exchangeable shares upon issuance plus the accumulated earnings attributable to the non-controlling interest. Net income is reduced for the portion of earnings attributable to the non-controlling interest. As the exchangeable shares are converted to Trust units, the non-controlling interest on the Consolidated Balance Sheet is reduced by the cumulative book value of the exchangeable shares and Unitholders' capital is increased by the corresponding amount. 3. NEW ACCOUNTING POLICIES Current Year Accounting Changes Effective January 1, 2009, ARC adopted Section 3064, Goodwill and Intangible Assets issued by the Canadian Institute of Chartered Accountants ("CICA"). Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets subsequent to its initial recognition. This new section has no current impact on ARC or its Consolidated Financial Statements. This standard was adopted prospectively. Effective December 31, 2009, ARC adopted CICA issued amendments to Handbook Section 3862, Financial Instruments - Disclosures. The amendments include enhanced disclosures relating to the fair value of financial instruments and the liquidity risk associated with financial instruments. Section 3862 now requires that all financial instruments measured at fair value be categorized into one of three hierarchy levels. Refer to Note 13 Financial Instruments and Risk Management for enhanced fair value disclosures and Note 9 Financial Liabilities and Liquidity Risk for liquidity risk disclosures. The amendments are consistent with recent amendments to financial instrument disclosure standards in IFRS. Future Accounting Changes A. Business Combinations The CICA issued Handbook Section 1582 "Business Combinations" that replaces the previous business combinations standard. Under this guidance, the purchase price used in a business combination is based on the fair value of shares exchanged at the market price at acquisition date. Under the current standard, the purchase price used is based on the market price of shares for a reasonable period before and after the date the acquisition is agreed upon and announced. In addition, the guidance generally requires all acquisition costs to be expensed. Current standards allow for the capitalization of these costs as part of the purchase price. This new Section also addresses contingent liabilities, which will be required to be recognized at fair value on acquisition, and subsequently remeasured at each reporting period until settled. Currently, standards require only contingent liabilities that are payable to be recognized. The new guidance requires negative goodwill to be recognized in earnings rather than the current standard of deducting from non-current assets in the purchase price allocation. This standard applies prospectively to business combinations on or after January 1, 2011 with earlier application permitted. ARC is currently assessing the impact of the standard. B. Consolidated Financial Statements and Non-controlling Interest The CICA issued Handbook Sections 1601 "Consolidated Financial Statements", and 1602 "Non-controlling Interests", which replaces existing guidance under Section 1600 "Consolidated Financial Statements". Section 1601 establishes standards for the preparation of Consolidated Financial Statements. Section 1602 provides guidance on accounting for a non-controlling interest in a subsidiary in Consolidated Financial Statements subsequent to a business combination. These standards will be effective for ARC for business combinations occurring on or after January 1, 2011 with early application permitted. ARC is currently assessing the impact of the standard. 4. CORPORATE ACQUISITIONS On December 21, 2009, ARC acquired all of the issued and outstanding shares of two legal entities - 1504793 Alberta Ltd. and PetroBakken General Partnership No. 1 (collectively "Ante Creek") - for total consideration of $178.9 million. The allocation of the purchase price and consideration paid were as follows: Net Assets Acquired --------------------------------------------------------------------- Property, plant and equipment $ 231.0 Asset retirement obligations (4.0) Future income taxes (48.1) --------------------------------------------------------------------- Total net assets acquired $ 178.9 --------------------------------------------------------------------- --------------------------------------------------------------------- Consideration Paid --------------------------------------------------------------------- Cash and fees paid $ 178.9 --------------------------------------------------------------------- Total consideration paid $ 178.9 --------------------------------------------------------------------- --------------------------------------------------------------------- The acquisition of Ante Creek has been accounted for as an asset acquisition pursuant to EIC - 124. The future income tax liability on acquisition was based on the difference between the fair value of the acquired net assets of $178.9 million and the associated tax basis of $35.8 million. These Consolidated Financial Statements incorporate the results of operations of the acquired Ante Creek properties from December 21, 2009. 5. CASH AND CASH EQUIVALENTS Cash and cash equivalents are nil as at December 31, 2009 ($40 million in Canadian Treasury Bills as at December 31, 2008). 6. FINANCIAL ASSETS AND CREDIT RISK Credit risk is the risk of financial loss to ARC if a partner or counterparty to a product sales contract or financial instrument fails to meet its contractual obligations. ARC is exposed to credit risk with respect to its cash equivalents, accounts receivable, reclamation funds, and risk management contracts. Most of ARC's accounts receivable relate to oil and natural gas sales and are subject to typical industry credit risks. ARC manages this credit risk as follows: - By entering into sales contracts with only established credit worthy counterparties as verified by a third party rating agency, through internal evaluation or by requiring security such as letters of credit; - By limiting exposure to any one counterparty in accordance with ARC's credit policy; and - By restricting cash equivalent investments, reclamation fund investments, and risk management transactions to counterparties that, at the time of transaction, are not less than investment grade. The majority of the credit exposure on accounts receivable at December 31, 2009 pertains to accrued revenue for December 2009 production volumes. ARC transacts with a number of oil and natural gas marketing companies and commodity end users ("commodity purchasers"). Commodity purchasers and marketing companies typically remit amounts to ARC by the 25th day of the month following production. Joint interest receivables are typically collected within one to three months following production. At December 31, 2009, no one counterparty accounted for more than 25 per cent of the total accounts receivable balance and the largest commodity purchaser receivable balance is fully secured with Letters of Credit. For the year ended December 31, 2009, ARC recorded a recovery of $1.7 million for amounts received on balances previously included in ARC's allowance for doubtful accounts. The recovery includes $1.2 million for settlement of oil revenues that were previously due from SemCanada Crude ("SemCanada"), a counterparty that marketed a portion of ARC's production and had filed for protection under the Companies' Creditors Arrangement Act in 2008. The remaining $0.5 million is composed of $0.6 million recovered from one counterparty and $0.1 million written off for balances deemed uncollectable from various counterparties. ARC's allowance for doubtful accounts was $0.8 million as at December 31, 2009 and $32 million as at December 31, 2008. In 2008, ARC recorded a provision for the full receivable of $30.6 million due from SemCanada. As noted above, upon settlement of the SemCanada oil revenue claim, ARC recovered $1.2 million and has written off the balance in the allowance of $28.8 million. As at December 31, 2009, $0.6 million remains in the allowance for the SemCanada gas revenue claim. The remaining movement of $1.2 million is composed of $0.6 million settled on balances previously included in the provision and $0.6 million written off for balances deemed uncollectable. During the twelve months of 2009 ARC did not record any additional provision for non-collectible accounts receivable. When determining whether amounts that are past due are collectable, management assesses the credit worthiness and past payment history of the counterparty, as well as the nature of the past due amount. ARC considers all amounts greater than 90 days to be past due. As at December 31, 2009, $4.4 million of accounts receivable are past due, excluding amounts described above, all of which are considered to be collectable. Maximum credit risk is calculated as the total recorded value of cash equivalents, accounts receivable, reclamation funds, and risk management contracts at the balance sheet date. 7. RECLAMATION FUNDS --------------------------------------------------------------------- December 31, 2009 December 31, 2008 --------------------------------------------------------------------- Unrestricted Restricted Unrestricted Restricted --------------------------------------------------------------------- Balance, beginning of year $ 11.2 $ 17.0 $ 14.4 $ 11.7 Contributions 6.2 5.3 5.8 5.9 Reimbursed expenditures(1) (5.9) (1.8) (9.7) (1.0) Interest earned on funds 0.7 0.1 0.8 0.4 Net unrealized gains and losses on available-for-sale investments 0.4 - (0.1) - --------------------------------------------------------------------- Balance, end of year(2) $ 12.6 $ 20.6 $ 11.2 $ 17.0 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Amount differs from actual expenditures incurred by ARC due to timing differences and discretionary reimbursements. (2) As at December 31, 2009 the unrestricted reclamation fund held $0.2 million in cash and cash equivalents (nil at December 31, 2008), with the balance held in investment grade assets. ARC has established two reclamations funds to finance future asset retirement obligations; one fund has been restricted to finance obligations specifically associated with the Redwater property, with the unrestricted fund financing all other obligations. Contributions to the restricted and unrestricted reclamation funds and interest earned on the balances have been deducted from the cash distributions to the unitholders. The Board of Directors of ARC Resources has approved voluntary contributions to the unrestricted reclamation fund over a 20-year period that currently results in minimum annual contributions of $6 million ($6 million in 2008) based upon properties owned as at December 31, 2009. Required contributions to the restricted reclamation fund will vary over time and have been disclosed in Note 22. Contributions for both funds are continually reassessed to ensure that the funds are sufficient to finance the majority of future abandonment obligations. Interest earned on the funds is retained within the funds. For the years ended December 31, 2009 and December 31, 2008, nominal amounts relating to available-for-sale reclamation fund assets were classified from accumulated other comprehensive income into earnings. As at December 31, 2009 all reclamation fund assets are reflected at fair value. The fair values are obtained from third parties, determined directly by reference to quoted market prices. 8. PROPERTY, PLANT AND EQUIPMENT --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Property, plant and equipment, at cost $ 6,242.8 $ 5,668.9 Accumulated depletion and depreciation (2,669.4) (2,292.3) --------------------------------------------------------------------- Property, plant and equipment, net $ 3,573.4 $ 3,376.6 --------------------------------------------------------------------- --------------------------------------------------------------------- The calculation of 2009 depletion and depreciation included an estimated $1,060 million ($872 million in 2008) for future development costs associated with proved undeveloped reserves and excluded $268.9 million ($287.5 million in 2008) for the book value of unproved properties. ARC performed a ceiling test calculation at December 31, 2009 to assess the recoverable value of property plant and equipment ("PP&E"). Based on the calculation, the value of future net revenues from ARC's reserves exceeded the carrying value of ARC's PP&E at December 31, 2009. The benchmark prices used in the calculation were as follows: WTI Oil AECO Gas Cdn$/US$ Year (US$/bbl) (Cdn$/mmbtu) Exchange Rates --------------------------------------------------------------------- 2010 80.00 5.96 0.95 2011 83.00 6.79 0.95 2012 86.00 6.89 0.95 2013 89.00 6.95 0.95 2014 92.00 7.05 0.95 2015 93.84 7.16 0.95 2016 95.72 7.42 0.95 2017 97.64 7.95 0.95 2018 99.59 8.52 0.95 2019 101.58 8.69 0.95 --------------------------------------------------------------------- Remainder(1) 2.0% 2.0% 0.95 --------------------------------------------------------------------- (1) Percentage change represents the change in each year after 2019 to the end of the reserve life. 9. FINANCIAL LIABILITIES AND LIQUIDITY RISK Liquidity risk is the risk that ARC will not be able to meet its financial obligations as they become due. ARC actively manages its liquidity through cash, distribution policy, and debt and equity management strategies. Such strategies include continuously monitoring forecasted and actual cash flows from operating, financing and investing activities, available credit under existing banking arrangements and opportunities to issue additional Trust units. Management believes that future cash flows generated from these sources will be adequate to settle ARC's financial liabilities. The following table details ARC's financial liabilities as at December 31, 2009: --------------------------------------------------------------------- ($ millions) 1 year 2 - 3 4 - 5 Beyond Total years years 5 years --------------------------------------------------------------------- Accounts payable and accrued liabilities(1) 166.7 - - - 166.7 Distributions payable(2) 18.9 - - - 18.9 Risk management contracts(3) 14.8 2.1 - - 16.9 Senior secured notes and interest 47.1 109.9 131.6 152.9 441.5 Revolving credit facilities - 497.3 - - 497.3 Working capital facility 7.9 - - - 7.9 Accrued long-term incentive compensation(1) 28.4 36.0 - - 64.4 --------------------------------------------------------------------- Total financial liabilities 283.8 645.3 131.6 152.9 1,213.6 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Liabilities under the Whole Trust Unit Incentive Plan represent the total amount expected to be paid out on vesting. (2) Amounts payable for the distribution represents the net cash payable after distribution reinvestment. (3) Amounts payable for the risk management contracts have been included gross at their future value. ARC actively maintains credit and working capital facilities to ensure that it has sufficient available funds to meet its financial requirements at a reasonable cost. Refer to Note 10 for further details on available amounts under existing banking arrangements and Note 12 for further details on capital management. 10. LONG-TERM DEBT --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Syndicated credit facilities: Cdn$ denominated(1) $ 423.0 $ 399.5 US$ denominated 74.3 240.6 Working capital facility 7.9 2.1 Senior secured notes: Master Shelf Agreement 5.42% US$ Note 78.5 91.9 4.94% US$ Note 6.3 14.7 2004 Note Issuance 4.62% US$ Note 54.5 76.5 5.10% US$ Note 65.4 76.5 2009 Note Issuance 7.19% US$ Note 70.6 - 8.21% US$ Note 36.6 - 6.50% Cdn$ Note 29.0 - --------------------------------------------------------------------- Total long-term debt outstanding $ 846.1 $ 901.8 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Syndicated credit facility balance was reduced on January 5, 2010. Refer to Note 23 for further details. Credit Facilities ARC has an $800 million secured, annually extendible, financial covenant-based syndicated credit facility. ARC also has in place a $25 million demand working capital facility. The working capital facility is also secured and is subject to the same covenants as the syndicated credit facility. Borrowings under the syndicated credit facility bear interest at bank prime (2.25 per cent at December 31, 2009, four per cent at December 31, 2008) or, at ARC's option, Canadian dollar bankers' acceptances or U.S. dollar LIBOR loans, plus a stamping fee. At the option of ARC, the lenders will review the syndicated credit facility each year and determine whether they will extend the revolving period for another year. In the event that the syndicated credit facility is not extended at any time before the maturity date, the loan balance will become repayable on the maturity date. The maturity date of the current syndicated credit facility is April 15, 2011. All drawings under the facility are subject to stamping fees. These stamping fees vary between a minimum of 60 basis points ("bps") to a maximum of 110 bps. During 2009, the weighted-average interest rate under the credit facility was 1.1 per cent (3.8 per cent in 2008). Senior Secured Notes Issued Under a Master Shelf Agreement These senior secured notes were issued in two separate tranches pursuant to an Uncommitted Master Shelf Agreement. The terms and rates of these senior secured notes are summarized below: --------------------------------------------------------------------- Remaining Coupon Maturity Principal Issue Date Principal Rate Date Payment Terms --------------------------------------------------------------------- October 19, US$6.0 4.94% October 19, Five equal 2002 2010 installments beginning October 19, 2006 December 15, US$75.0 5.42% December 15, Eight equal 2005 2017 installments beginning December 15, 2010 --------------------------------------------------------------------- --------------------------------------------------------------------- In the second quarter of 2009 ARC extended its Uncommitted Master Shelf Agreement from May 2009 to April 2012. The extended agreement allows for an aggregate draw of up to US$225 million in notes at a rate equal to the related U.S. treasuries corresponding to the term of the notes plus an appropriate credit risk adjustment at the time of issuance. Senior Secured Notes not Subject to the Master Shelf Agreement 2004 Note Issuance These notes were issued on April 27, 2004 via a private placement in two tranches. The terms and rates of these senior secured notes are summarized below. 2009 Note Issuance These notes were issued on April 14, 2009 via a private placement in three tranches. The terms and rates of these senior secured notes are summarized below. --------------------------------------------------------------------- Remaining Coupon Maturity Issue Date Principal Rate Date Payment Terms --------------------------------------------------------------------- April 27, US$52.1 4.62% April 27, Six equal 2004 2014 installments beginning April 27, 2009 April 27, US$62.5 5.10% April 27, Five equal 2004 2016 installments beginning April 27, 2012 April 14, US$67.5 7.19% April 14, Five equal 2009 2016 installments beginning April 14, 2012 April 14, US$35.0 8.21% April 14, Five equal 2009 2021 installments beginning April 14, 2017 April 14, Cdn$29.0 6.50% April 14, Five equal 2009 2016 installments beginning April 14, 2012 --------------------------------------------------------------------- --------------------------------------------------------------------- Credit Capacity The following table summarizes ARC's available credit capacity and the current amounts drawn as at December 31, 2009: --------------------------------------------------------------------- Credit Capacity Drawn Remaining --------------------------------------------------------------------- Syndicated Credit Facility $ 800.0 $ 497.3 $ 302.7 Working Capital Facility 25.0 7.9 17.1 Senior Secured Notes Subject to a Master Shelf Agreement(1) 235.5 84.8 150.7 Senior Secured Notes Not Subject to a Master Shelf Agreement 256.1 256.1 - --------------------------------------------------------------------- Total $ 1,316.6 $ 846.1 $ 470.5 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Total credit capacity is US$225 million. Debt Covenants The following are the significant financial covenants governing the revolving credit facilities: - Long-term debt and letters of credit not to exceed three times trailing twelve month net income before non-cash items and interest expense; - Long-term debt, letters of credit, and subordinated debt not to exceed four times trailing twelve month net income before non- cash items and interest expense; and - Long-term debt and letters of credit not to exceed 50 per cent of the book value of unitholders' equity and long-term debt, letters of credit, and subordinated debt. In the event that ARC enters into a material acquisition whereby the purchase price exceeds 10 per cent of the book value of ARC's assets, the ratio in the first covenant is increased to 3.5 times, while the third covenant is increased to 55% for the subsequent six month period. As at December 31, 2009, ARC had $2 million in letters of credit ($1.9 million in 2008), no subordinated debt, and was in compliance with all covenants. The payment of principal and interest are allowable deductions in the calculation of cash available for distribution to unitholders and rank ahead of cash distributions payable to unitholders. Should the properties securing this debt generate insufficient revenue to repay the outstanding balances, the unitholders have no direct liability. Supplemental disclosures The fair value of all senior secured notes as at December 31, 2009, is $347.3 million compared to a carrying value of $340.9 million ($289.9 million compared to $259.6 million as at December 31, 2008), and is calculated as the present value of principal and interest payments discounted at ARC's credit adjusted risk free rate. Amounts of US$16.4 million due under the senior secured notes (includes US$6 million attributable to the Master Shelf Agreement) and $7.9 million due under ARC's working capital facility in the next 12 months have not been included in current liabilities as management has the ability and intent to refinance this amount through the syndicated credit facility. Interest paid during 2009 was $2.6 million more than interest expense ($1.6 million more in 2008). ARC's total long-term debt is secured in the form of a floating charge on all lands and assignments and a negative pledge on petroleum and natural gas properties. 11. ASSET RETIREMENT OBLIGATIONS The total future asset retirement obligations were estimated by management based on ARC's net ownership interest in all wells and facilities, estimated costs to reclaim and abandon the wells and facilities and the estimated timing of the costs to be incurred in future periods. ARC has estimated the net present value of its total asset retirement obligations to be $149.9 million as at December 31, 2009 ($141.5 million in 2008) based on a total future undiscounted liability of $1.36 billion ($1.32 billion in 2008). At December 31, 2009 management estimates that these payments are expected to be made over the next 51 years with the majority of payments being made in years 2050 to 2060. ARC's weighted average credit adjusted risk free rate of 6.5 per cent (6.6 per cent in 2008) and an inflation rate of two per cent (two per cent in 2008) were used to calculate the present value of the asset retirement obligations. During the year, no gains or losses were recognized on settlements of asset retirement obligations. The following table reconciles ARC's asset retirement obligations: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Balance, beginning of year $ 141.5 $ 140.0 Increase in liabilities relating to corporate acquisitions 4.0 - Increase in liabilities relating to development activities 1.7 2.0 Increase in liabilities relating to change in estimate 2.1 2.6 Settlement of reclamation liabilities during the year (8.7) (12.4) Accretion expense 9.3 9.3 --------------------------------------------------------------------- Balance, end of year $ 149.9 $ 141.5 --------------------------------------------------------------------- --------------------------------------------------------------------- 12. CAPITAL MANAGEMENT The objective of ARC when managing its capital is to maintain a conservative structure that will allow it to: - Fund its development and exploration program; - Provide financial flexibility to execute on strategic opportunities; - Maintain a level of distributions that, in normal times, in the opinion of Management and the Board of Directors, is sustainable for a minimum period of six months in order to normalize the effect of commodity price volatility to unitholders; and ARC manages the following capital: - Trust units and exchangeable shares; - Long-term debt; and - Working capital (defined as current assets less current liabilities excluding risk management contracts and future income taxes). When evaluating ARC's capital structure, management's objective is to limit net debt to less than two times annualized cash flow from operating activities and 20 per cent of total capitalization. As at December 31, 2009 ARC's net debt to annualized cash flow from operating activities ratio is 1.8 and its net debt to total capitalization ratio is 15.9 per cent. --------------------------------------------------------------------- ($ millions, except per unit December 31, December 31, and per cent amounts) 2009 2008 --------------------------------------------------------------------- Long-term debt 846.1 901.8 Accounts payable and accrued liabilities 166.7 194.4 Distributions payable 23.7 32.5 Cash and cash equivalents, accounts receivable and prepaid expenses (134.1) (166.8) --------------------------------------------------------------------- Net debt obligations(1) 902.4 961.9 --------------------------------------------------------------------- Trust units outstanding and issuable for exchangeable shares (millions) 239.0 219.2 Trust unit price(2) 19.94 20.10 --------------------------------------------------------------------- Market capitalization(1) 4,765.7 4,405.9 Net debt obligations(1) 902.4 961.9 --------------------------------------------------------------------- Total capitalization(1) 5,668.1 5,367.8 --------------------------------------------------------------------- Net debt as a percentage of total capitalization 15.9% 17.9% Net debt obligations to annualized cash flow from operating activities 1.8 1.0 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Market capitalization, net debt obligations and total capitalization as presented do not have any standardized meaning prescribed by Canadian GAAP and therefore may not be comparable with the calculation of similar measures for other entities. (2) TSX close price as at December 31, 2009 and December 31, 2008 respectively. ARC manages its capital structure and makes adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. ARC is able to change its capital structure by issuing new trust units, exchangeable shares, new debt or changing its distribution policy. In addition to internal capital management ARC is subject to various covenants under its credit facilities. Compliance with these covenants is monitored on a quarterly basis and as at December 31, 2009 ARC is in compliance with all covenants. Refer to Note 10 for further details. 13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Financial Instrument Classification and Measurement Financial instruments of ARC carried on the Consolidated Balance Sheet are carried at amortized cost with the exception of cash and cash equivalents, reclamation fund assets and risk management contracts, which are carried at fair value. With the exception of ARC's senior secured notes, there were no significant differences between the carrying value of financial instruments and their estimated fair values as at December 31, 2009. The fair value of the ARC's senior secured notes is disclosed in Note 10. All of ARC's cash and cash equivalents, risk management contracts, and reclamation fund investments are transacted in active markets. ARC classifies the fair value of these transactions according to the following hierarchy based on the amount of observable inputs used to value the instrument. - Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis. - Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations 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. - Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data. ARC's cash and cash equivalents, reclamation fund assets and risk management contracts have been assessed on the fair value hierarchy described above. ARC's cash and cash equivalents and reclamation fund assets are classified as Level 1 and risk management contracts as Level 2. 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 level. Market Risk Management ARC is exposed to a number of market risks that are part of its normal course of business. ARC has a risk management program in place that includes financial instruments as disclosed in the risk management section of this note. ARC's risk management program is overseen by its Risk Committee based on guidelines approved by the Board of Directors. The objective of the risk management program is to support ARC's business plan by mitigating adverse changes in commodity prices, interest rates and foreign exchange rates. In the sections below, ARC has prepared sensitivity analyses in an attempt to demonstrate the effect of changes in these market risk factors on ARC's net income. For the purposes of the sensitivity analyses, the effect of a variation in a particular variable is calculated independently of any change in another variable. In reality, changes in one factor may contribute to changes in another, which may magnify or counteract the sensitivities. For instance, trends have shown a correlation between the movement in the foreign exchange rate of the Canadian dollar to the U.S. dollar and the West Texas Intermediate posting ("WTI") crude oil price. Commodity price risk ARC's operational results and financial condition are largely dependent on the commodity prices received for oil and natural gas production. Commodity prices have fluctuated widely during recent years due to global and regional factors including supply and demand fundamentals, inventory levels, weather, economic, and geopolitical factors. Movement in commodity prices could have a significant positive or negative impact on distributions to unitholders. ARC manages the risks associated with changes in commodity prices by entering into a variety of risk management contracts (see Risk Management Contracts below). The following table illustrates the effects of movement in commodity prices on net income due to changes in the fair value of risk management contracts in place at December 31, 2009. The sensitivity is based on a $15 increase and $15 decrease in the price of US$ WTI crude oil and a $1.50 increase and $1.50 decrease in the price of Cdn$ AECO natural gas. The commodity price assumptions are based on management's assessment of reasonably possible changes in oil and natural gas prices that could occur between December 31, 2009 and ARC's next reporting date. --------------------------------------------------------------------- Increase in Commodity Price Decrease in Commodity Price --------------------------------------------------------------------- Crude oil Natural gas Crude oil Natural gas --------------------------------------------------------------------- Net income (decrease) increase $ (21.7) $ (54.6) $ 19.1 $ 54.1 --------------------------------------------------------------------- --------------------------------------------------------------------- As noted above, the sensitivities are hypothetical and based on Management's assessment of reasonably possible changes in commodity prices between the balance sheet date and ARC's next reporting date. The results of the sensitivity should not be considered to be predictive of future performance. Changes in the fair value of risk management contracts cannot generally be extrapolated because the relationship of change in certain variables to a change in fair value may not be linear. Interest Rate Risk ARC has both fixed and variable interest rates on its debt. Changes in interest rates could result in an increase or decrease in the amount ARC pays to service variable interest rate debt, potentially impacting distributions to unitholders. Changes in interest rates could also result in fair value risk on ARC's fixed rate senior secured notes. Fair value risk of the senior secured notes is mitigated due to the fact that ARC does not intend to settle its fixed rate debt prior to maturity. If interest rates applicable to floating rate debt at December 31, 2009 were to have increased by 50 bps (0.5 per cent) it is estimated that ARC's net income would decrease by $1.9 million. Management does not expect interest rates to decrease. Foreign Exchange Risk North American oil and natural gas prices are based upon U.S. dollar denominated commodity prices. As a result, the price received by Canadian producers is affected by the Canadian/U.S. dollar exchange rate that may fluctuate over time. In addition ARC has U.S. dollar denominated debt and interest obligations of which future cash repayments are directly impacted by the exchange rate in effect on the repayment date. Variations in the Canadian/U.S. dollar exchange rate could also have a positive or negative impact on distributions to unitholders. The following table demonstrates the effect of exchange rate movements on net income due to changes in the fair value of risk management contracts in place at December 31, 2009 as well as the unrealized gain or loss on revaluation of outstanding US$ denominated debt. The sensitivity is based on a $0.10 Cdn$/US$ increase and $0.10 Cdn$/US$ decrease in the foreign exchange rate. --------------------------------------------------------------------- Increase in Decrease in Cdn$/US$ rate Cdn$/US$ rate --------------------------------------------------------------------- Increase gain/decrease loss (increase loss/decrease gain) on risk management contracts $ 1.5 $ (1.5) (Increase loss/decrease gain) increase gain/decrease loss on foreign exchange (28.6) 29.5 --------------------------------------------------------------------- Net income (decrease) increase $ (27.1) $ 28.0 --------------------------------------------------------------------- --------------------------------------------------------------------- Increases and decreases in foreign exchange rates applicable to US$ payables and receivables would have a nominal impact on ARC's net income for the period ended December 31, 2009. Risk Management Contracts ARC uses a variety of derivative instruments to reduce its exposure to fluctuations in commodity prices, foreign exchange rates, interest rates and power prices. ARC considers all of these transactions to be effective economic hedges; however, the majority of ARC's contracts do not qualify as effective hedges for accounting purposes. Following is a summary of all risk management contracts in place as at December 31, 2009 that do not qualify for hedge accounting: --------------------------------------------------------------------- Financial WTI Crude Oil Option Contracts(1) --------------------------------------------------------------------- Bought Sold Sold Volume Put Put Call Term Contract bbl/d US$/bbl US$/bbl US$/bbl --------------------------------------------------------------------- 1-Jan-10 31-Mar-10 Collar 1,000 $65.00 - $80.00 1-Jan-10 31-Dec-10 Collar 4,000 $70.00 - $90.00 1-Jan-10 31-Dec-10 Collar 2,000 $75.00 - $95.00 1-Jan-10 31-Dec-10 3-way collar 2,000 $80.00 $60.00 $95.00 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Monthly average --------------------------------------------------------------------- Financial AECO Natural Gas Swap Contracts(2) --------------------------------------------------------------------- Sold Volume Swap Term Contract GJ/d Cdn$/GJ --------------------------------------------------------------------- 1-Jan-10 31-Dec-10 Swap 80,000 $5.61 1-Jan-11 31-Dec-13 Swap 20,000 $6.16 --------------------------------------------------------------------- --------------------------------------------------------------------- (2) AECO 7a monthly index --------------------------------------------------------------------- Financial NYMEX Natural Gas Swap Contracts(3) --------------------------------------------------------------------- Volume Sold Swap Term Contract mmbtu/d US$/mmbtu --------------------------------------------------------------------- 1-Apr-10 31-Oct-10 Swap 20,000 $6.00 --------------------------------------------------------------------- --------------------------------------------------------------------- (3) Last 3 Day Settlement --------------------------------------------------------------------- Financial Basis Swap Contract(4) --------------------------------------------------------------------- Volume Basis Swap Term Contract mmbtu/d US$/mmbtu --------------------------------------------------------------------- 1-Jan-10 31-Oct-10 Basis Swap-L3d 50,000 ($1.0430) 1-Nov-10 31-Oct-11 Basis Swap-Ld 15,000 ($0.4850) 1-Nov-11 31-Oct-12 Basis Swap-Ld 15,000 ($0.4067) --------------------------------------------------------------------- --------------------------------------------------------------------- (4) Receive Nymex Last Day (Ld) or Last 3 Day (L3d); pay AECO 7a monthly index --------------------------------------------------------------------- US$ Debt Repayment Contracts --------------------------------------------------------------------- Notional Volume Swap Swap Settlement Date Contract US$ millions Cdn$/US$ US$/Cdn$ --------------------------------------------------------------------- 21-Jan-10 Forward 20.00 $1.0480 $0.9542 --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- Financial Electricity Heat Rate Contracts(5) --------------------------------------------------------------------- Heat Volume AESO Power AECO 5a multiplied Rate Term Contract MWh $/MWh $/GJ by GJ/MWh --------------------------------------------------------------------- 1-Jan-10 Heat Rate Receive Pay AECO 31-Dec-10 Swap 10 AESO 5a x 9.15 1-Jan-11 Heat Rate Receive Pay AECO 31-Dec-11 Swap 15 AESO 5a x 9.08 1-Jan-12 Heat Rate Receive Pay AECO 31-Dec-13 Swap 10 AESO 5a x 9.15 --------------------------------------------------------------------- --------------------------------------------------------------------- (5) Alberta Power Pool (monthly average 24x7); AECO 5a monthly index --------------------------------------------------------------------- Financial Electricity Contracts(6) --------------------------------------------------------------------- Volume Bought Swap Term Contract MWh Cdn$/MWh --------------------------------------------------------------------- 1-Jan-10 31-Dec-12 Swap 5 $72.495 --------------------------------------------------------------------- --------------------------------------------------------------------- (6) Alberta Power Pool (monthly average 24x7); AECO 5a monthly index Following is a summary of all risk management contracts in place as at December 31, 2009 that qualify for hedge accounting: --------------------------------------------------------------------- Financial Electricity Contracts(7) --------------------------------------------------------------------- Volume Bought Swap Term Contract MWh Cdn$/MWh --------------------------------------------------------------------- 1-Jan-10 31-Dec-10 Swap 5 $63.00 --------------------------------------------------------------------- --------------------------------------------------------------------- (7) Alberta Power Pool (monthly average 24x7), AECO 5a monthly index At December 31, 2009, the fair value of the contracts that were not designated as accounting hedges was a loss of $4.3 million. ARC recorded a gain on risk management contracts of $11.7 million in the statement of income for the year ended December 31, 2009 ($7.7 million loss in 2008). This amount includes the realized and unrealized gains and losses on risk management contracts that do not qualify as effective accounting hedges. The following table reconciles the movement in the fair value of ARC's financial risk management contracts that have not been designated as effective accounting hedges: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Fair value, beginning of year $ 3.4 $ (64.6) Fair value, end of year(1) (4.3) 3.4 --------------------------------------------------------------------- Change in fair value of contracts in the year (7.7) 68.0 Realized gain (loss) in the year 19.4 (75.7) --------------------------------------------------------------------- Gain (loss) on risk management contracts $ 11.7 $ (7.7) --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Intrinsic value of risk management contracts not designated as effective accounting hedges equals a loss of $3.5 million at December 31, 2009 ($0.9 million loss at December 31, 2008). During 2007 ARC entered into treasury rate lock contracts in order to manage ARC's interest rate exposure on future debt issuances. During 2008 it was determined that the previously anticipated debt issuance was no longer expected to occur and the associated treasury rate lock contracts were unwound at a loss of $13.6 million. The loss was reclassified from Other Comprehensive Income ("OCI"), net of tax $10 million and recognized in net income. ARC's electricity contracts are intended to manage price risk on electricity consumption. Portions of ARC's financial electricity contracts were designated as effective accounting hedges on their respective contract dates. A realized loss of $1.5 million for the year ended December 31, 2009 (gain of $3.9 million in 2008) has been included in operating costs on these electricity contracts. The accumulated unrealized fair value loss of $0.5 million on these contracts has been recorded on the Consolidated Balance Sheet at December 31, 2009 with the movement in fair value recorded in OCI, net of tax. The fair value movement for the year ended December 31, 2009 is an unrealized loss of $3.8 million. As at December 31, 2009 all of the unrealized fair value loss is attributed to contracts that will settle over the next twelve months. The following table reconciles the movement in the fair value of ARC's financial risk management contracts that have been designated as effective accounting hedges: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Fair value, beginning of year $ 3.3 $ (3.4) Change in fair value of financial electricity contracts (3.8) (0.7) Change in fair value of treasury rate lock contracts prior to de-designation - (6.2) Reclassification of loss on treasury rate lock contracts to net income - 13.6 --------------------------------------------------------------------- Fair value, end of year(1) $ (0.5) $ 3.3 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Intrinsic value of risk management contracts designated as effective accounting hedges equals a loss of $0.5 million at December 31, 2009 ($3.4 million gain at December 31, 2008). 14. GAIN (LOSS) ON FOREIGN EXCHANGE The following is a summary of the total gain (loss) on US$ denominated transactions: --------------------------------------------------------------------- Three Months Twelve Months Ended Ended December 31 December 31 --------------------------------------------------------------------- 2009 2008 2009 2008 --------------------------------------------------------------------- Unrealized gain (loss) on US$ denominated debt $ 5.7 $ (63.9) $ 66.3 $ (90.8) Realized gain on US$ denominated debt repayments 3.1 2.3 2.7 2.3 --------------------------------------------------------------------- Total non-cash gain (loss) on US$ denominated transactions 8.8 (61.6) 69.0 (88.5) Realized cash gain (loss) on US$ denominated transactions 0.9 0.4 1.0 (0.9) --------------------------------------------------------------------- Total foreign exchange gain (loss) $ 9.7 $ (61.2) $ 70.0 $ (89.4) --------------------------------------------------------------------- --------------------------------------------------------------------- 15. INCOME TAXES In 2007, Income Trust tax legislation was passed resulting in a two- tiered tax structure subjecting distributions to the federal corporate income tax rate plus a deemed 13 per cent provincial income tax at the Trust level commencing in 2011. On March 4, 2009 legislation was passed providing that the provincial component of the tax on ARC is to be calculated based on the general provincial rate in each province in which ARC has a permanent establishment. This is the same way that a corporation would calculate its provincial tax rate. The provincial component of the tax was substantively enacted as of December 31, 2009 but was not substantively enacted as of December 31, 2008. ARC has reflected a reduced tax rate in the calculation of future income taxes in 2009. The tax provision differs from the amount computed by applying the combined Canadian federal and provincial statutory income tax rates to income before future income tax recovery as follows: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Income before future income tax recovery and non-controlling interest $ 192.3 $ 535.4 --------------------------------------------------------------------- Canadian statutory rate(1) 29.0% 32.4% --------------------------------------------------------------------- Expected income tax expense at statutory rates 55.8 173.4 Effect on income tax of: Net income of ARC (86.0) (181.2) Effect of change in corporate tax rate 7.2 (8.9) Unrealized loss (gain) on foreign exchange (9.7) 13.4 Change in estimated pool balances (0.7) (1.0) Other non-deductible items 0.6 (0.2) --------------------------------------------------------------------- Future income tax recovery $ (32.8) $ (4.5) --------------------------------------------------------------------- --------------------------------------------------------------------- (1) The statutory rate consists of the combined Trust and Trust's subsidiaries statutory tax rate The net future income tax liability is comprised of the following: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Future tax liabilities: Capital assets in excess of tax value $ 418.3 $ 381.4 Risk management contracts - 1.7 Other comprehensive income - 0.8 Long-term debt 8.5 0.2 Future tax assets: Asset retirement obligations (37.6) (35.8) Non-capital losses (49.9) (24.4) Risk management contracts (1.1) - Other comprehensive loss (0.1) - Trust unit incentive compensation expense (8.2) (8.3) Attributed Canadian royalty income (4.5) (4.6) CEC, SR&ED pools and deductible share issue costs (3.6) (1.6) --------------------------------------------------------------------- Net future income tax liability $ 321.8 $ 309.4 --------------------------------------------------------------------- Net future income tax asset, current $ 7.1 $ 3.9 Net future income tax liability, long-term $ 328.9 $ 313.3 --------------------------------------------------------------------- --------------------------------------------------------------------- The petroleum and natural gas properties and facilities owned by ARC have an approximate tax basis of $2.23 billion ($2.07 billion in 2008) available for future use as deductions from taxable income. Included in this tax basis are estimated non-capital loss carry forwards of $181.9 million ($86.9 million in 2008) that expire in the years 2027 through 2029. The following is a summary of the estimated ARC tax pools: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Canadian oil and gas property expenses $ 951.6 $ 1,001.3 Canadian development expenses 391.1 360.7 Canadian exploration expenses 105.6 41.5 Undepreciated capital costs 432.2 414.5 Non-capital losses 181.9 86.9 SR&ED tax pools 0.8 0.3 Other 15.2 7.0 --------------------------------------------------------------------- Estimated tax basis, federal 2,078.4 1,912.2 --------------------------------------------------------------------- Provincial tax pools 155.5 155.9 --------------------------------------------------------------------- Estimated tax basis, federal and provincial $ 2,233.9 $ 2,068.1 --------------------------------------------------------------------- --------------------------------------------------------------------- No current income taxes were paid or payable in both 2009 and 2008. 16. EXCHANGEABLE SHARES ARC is authorized to issue an unlimited number of ARL Exchangeable Shares that can be converted (at the option of the holder) into trust units at any time. The number of Trust units issuable upon conversion is based upon the exchange ratio in effect at the conversion date. The exchange ratio is calculated monthly based on the cash distribution paid divided by the 10 day weighted average unit price preceding the record date and multiplied by the opening exchange ratio. The exchangeable shares are not eligible for distributions and, in the event that they are not converted, any outstanding shares are redeemable by ARC for Trust units on August 28, 2012. The ARL Exchangeable Shares are publicly traded. --------------------------------------------------------------------- December 31, December 31, (units thousands) 2009 2008 --------------------------------------------------------------------- Balance, beginning of year 1,092 1,310 Exchanged for trust units(1) (221) (218) --------------------------------------------------------------------- Balance, end of year 871 1,092 Exchange ratio, end of year 2.71953 2.51668 Trust units issuable upon conversion, end of year 2,369 2,748 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) During 2009, 220,573 ARL exchangeable shares were converted to trust units at an average exchange ratio of 2.59547, compared to 218,455 exchangeable shares at an average exchange ratio of 2.36901 during the year ended 2008. The non-controlling interest on the Consolidated Balance Sheet consists of the fair value of the exchangeable shares upon issuance plus the accumulated earnings attributable to the non-controlling interest. The net income attributable to the non-controlling interest on the Consolidated Statement of Income represents the cumulative share of net income attributable to the non-controlling interest based on the Trust units issuable for exchangeable shares in proportion to total Trust units issued and issuable at each period end. Following is a summary of the non-controlling interest for 2009 and 2008: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Non-controlling interest, beginning of year $ 42.4 $ 43.1 Reduction of book value for conversion to trust units (8.7) (7.6) Current period net income attributable to non-controlling interest 2.3 6.9 --------------------------------------------------------------------- Non-controlling interest, end of year 36.0 42.4 --------------------------------------------------------------------- --------------------------------------------------------------------- Accumulated earnings attributable to non-controlling interest $ 43.3 $ 41.0 --------------------------------------------------------------------- --------------------------------------------------------------------- 17. UNITHOLDERS' CAPITAL ARC is authorized to issue 650 million Trust units of which 236.6 million units were issued and outstanding as at December 31, 2009 (216.4 million as at December 31, 2008). ARC has in place a Distribution Reinvestment and Optional Cash Payment Program ("DRIP") in conjunction with the Trusts' transfer agent to provide the option for unitholders to reinvest cash distributions into additional trust units issued from treasury at a five per cent discount to the prevailing market price with no additional fees or commissions. ARC is an open ended mutual fund under which unitholders have the right to request redemption directly from ARC. Trust units tendered by holders are subject to redemption under certain terms and conditions including the determination of the redemption price at the lower of the closing market price on the date units are tendered or 90 per cent of the weighted average trading price for the 10 day trading period commencing on the tender date. Cash payments for trust units tendered for redemption are limited to $100,000 per month with redemption requests in excess of this amount eligible to receive a note from ARC Resources Ltd. accruing interest at 4.5 per cent and repayable within 20 years. --------------------------------------------------------------------- December 31, 2009 December 31, 2008 --------------------------------------------------------------------- Number Number of trust of trust (units thousands) units $ units $ --------------------------------------------------------------------- Balance, beginning of year 216,435 2,600.7 210,232 2,465.7 Issued for cash 15,474 253.0 - - Issued on conversion of ARL exchangeable shares (Note 16) 572 8.6 517 7.6 Issued on exercise of employee rights - - 238 4.2 Distribution reinvestment program 4,134 67.0 5,448 123.2 Trust unit issue costs, net of tax(1) - (11.7) - - --------------------------------------------------------------------- Balance, end of year(2) 236,615 2,917.6 216,435 2,600.7 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Amount is net of tax of $2.1 million for the period ended December 31, 2009. (2) The number of Trust units outstanding increased significantly on January 5, 2010. Refer to Note 23 for further details. Net income per trust unit has been determined based on the following: --------------------------------------------------------------------- Three Months Twelve Months Ended Ended December 31 December 31 --------------------------------------------------------------------- (units thousands) 2009 2008 2009 2008 --------------------------------------------------------------------- Weighted average trust units(1) 236,138 215,579 233,025 213,259 Trust units issuable on conversion of exchangeable shares(2) 2,369 2,748 2,369 2,748 Dilutive impact of rights(3) - 2 - 50 --------------------------------------------------------------------- Diluted trust units and exchangeable shares 238,507 218,329 235,394 216,057 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Weighted average trust units exclude trust units issuable for exchangeable shares. (2) Diluted trust units include trust units issuable for outstanding exchangeable shares at the year-end exchange ratio. (3) There are no rights outstanding as of December 31, 2009 and therefore, no dilutive impact. Previously outstanding rights were dilutive and therefore were included in the diluted unit calculation for 2008. Basic net income per unit has been calculated based on net income after non-controlling interest divided by weighted average trust units. Diluted net income per unit has been calculated based on net income before non-controlling interest divided by diluted trust units. 18. DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Accumulated earnings $ 2,946.9 $ 2,724.1 Accumulated distributions (3,525.5) (3,227.0) --------------------------------------------------------------------- Deficit (578.6) (502.9) Accumulated other comprehensive (loss) income (0.6) 1.9 --------------------------------------------------------------------- Deficit and accumulated other comprehensive (loss) income $ (579.2) $ (501.0) --------------------------------------------------------------------- --------------------------------------------------------------------- The accumulated other comprehensive (loss) income balance is composed of the following items: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Unrealized gains and losses on financial instruments designated as cash flow hedges $ (0.7) $ 2.0 Net unrealized gains and losses on available-for-sale reclamation funds' investments 0.1 (0.1) --------------------------------------------------------------------- Accumulated other comprehensive (loss) income, end of year $ (0.6) $ 1.9 --------------------------------------------------------------------- --------------------------------------------------------------------- 19. RECONCILIATION OF CASH FLOW FROM OPERATING ACTIVITIES AND DISTRIBUTIONS Distributions are calculated in accordance with the Trust Indenture. To arrive at distributions, cash flow from operating activities is reduced by reclamation fund contributions including interest earned on the funds, a portion of capital expenditures and, when applicable, debt repayments. The portion of cash flow from operating activities withheld to fund capital expenditures and to make debt repayments is at the discretion of the Board of Directors. --------------------------------------------------------------------- Three Months Twelve Months Ended Ended December 31 December 31 --------------------------------------------------------------------- 2009 2008 2009 2008 --------------------------------------------------------------------- Cash flow from operating activities $ 143.2 $ 209.4 $ 497.4 $ 944.4 Deduct: Cash withheld to fund current period capital expenditures (70.8) (80.9) (194.3) (372.2) Net reclamation fund contributions (1.5) (1.3) (4.6) (2.2) --------------------------------------------------------------------- Distributions(1) 70.9 127.2 298.5 570.0 Accumulated distributions, beginning of period 3,454.6 3,099.8 3,227.0 2,657.0 --------------------------------------------------------------------- Accumulated distributions, end of period $ 3,525.5 $ 3,227.0 $ 3,525.5 $ 3,227.0 --------------------------------------------------------------------- --------------------------------------------------------------------- Distributions per unit(2) $ 0.30 $ 0.59 $ 1.28 $ 2.67 Accumulated distributions per unit, beginning of period $ 24.68 $ 23.11 $ 23.70 $ 21.03 Accumulated distributions per unit, end of period(3) $ 24.98 $ 23.70 $ 24.98 $ 23.70 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Distributions include accrued and non-cash amounts of $14.9 million and $56.2 million for the three and twelve months ended December 31, 2009, respectively ($9.7 million and $111.2 million for the same periods in 2008). (2) Distributions per trust unit reflect the sum of the per trust unit amounts declared monthly to unitholders. (3) Accumulated distributions per unit reflect the sum of the per trust unit amounts declared monthly to unitholders since the inception of ARC in July 1996. 20. TRUST UNIT INCENTIVE RIGHTS PLAN The Trust Unit Incentive Rights Plan (the "Rights Plan") was established in 1999 and authorized ARC to grant up to 8,000,000 rights to its employees, independent directors and long-term consultants to purchase Trust units, of which 7,866,088 were granted before the plan was discontinued in 2004 and replaced with the Whole Trust Unit Incentive Plan (see Note 21). During 2008 the remaining 238,000 rights were exercised, at a weighted average exercise price of $10.40. As at December 31, 2008 all rights issued under the Rights Plan had been exercised or cancelled. 21. WHOLE TRUST UNIT INCENTIVE PLAN The Whole Trust Unit Incentive Plan (the "Whole Unit Plan") results in employees, officers and directors (the "plan participants") receiving cash compensation in relation to the value of a specified number of underlying notional trust units. The Whole Unit Plan consists of Restricted Trust Units ("RTUs") for which the number of trust units is fixed and will vest evenly over a period of three years and Performance Trust Units ("PTUs") for which the number of trust units is variable and will vest at the end of three years. Upon vesting, the plan participant receives a cash payment based on the fair value of the underlying trust units plus accrued distributions. The cash compensation issued upon vesting of the PTUs is dependent upon the future performance of ARC compared to its peers based on a performance multiplier. The performance multiplier is based on the percentile rank of ARC's Total Unitholder Return. The cash compensation issued upon vesting of the PTUs may range from zero to two times the value of the PTUs originally granted. During the year, cash payments of $16.6 million were made to employees relating to the Whole Unit Plan compared to $28.2 million in 2008. In October 2008, vesting periods were revised from April and October to March and September of each year commencing in 2009. Non-cash compensation expense associated with the Whole Unit Plan is determined based on the intrinsic value of the Whole Trust Units at each period end and is expensed in the statement of income and capitalized on the balance sheet over the vesting period. As the value of the RTUs and PTUs is dependent upon the trust unit price, the expense recorded may fluctuate over time. ARC recorded non-cash compensation expense of $(0.1) million and $0.7 million to general and administrative and operating expenses, respectively, and capitalized $0.1 million to property, plant and equipment in the year ended December 31, 2009 for the estimated change in the Plan liability ($1.1 million, $(0.1) million, and $0.6 million for the year ended December 31, 2008). The non-cash compensation expense was based on the December 31, 2009 unit price of $19.94 ($20.10 at December 31, 2008), accrued distributions, a performance multiplier, and the estimated number of units to be issued on maturity. The following table summarizes the RTU and PTU movement for the year ended December 31, 2009: --------------------------------------------------------------------- (thousands) Number of RTUs Number of PTUs --------------------------------------------------------------------- Balance, beginning of year 756 959 Granted 703 635 Vested (355) (261) Forfeited (52) (28) --------------------------------------------------------------------- Balance, end of year 1,052 1,305 --------------------------------------------------------------------- --------------------------------------------------------------------- The change in the net accrued long-term incentive compensation liability relating to the Whole Trust Unit Incentive Plan can be reconciled as follows: --------------------------------------------------------------------- December 31, December 31, 2009 2008 --------------------------------------------------------------------- Balance, beginning of year $ 31.9 $ 30.3 Change in net liabilities in the year General and administrative expense (0.1) 1.1 Operating expense 0.7 (0.1) Property, plant and equipment 0.1 0.6 --------------------------------------------------------------------- Balance, end of year(1) $ 32.6 $ 31.9 --------------------------------------------------------------------- Current portion of liability(2) 22.4 18.8 --------------------------------------------------------------------- Accrued long-term incentive compensation $ 10.9 $ 14.2 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Includes $0.7 million of recoverable amounts recorded in accounts receivable as at December 31, 2009 ($1.1 million for 2008). (2) Included in accounts payable and accrued liabilities on the Consolidated Balance Sheet. 22. COMMITMENTS AND CONTINGENCIES Following is a summary of ARC's contractual obligations and commitments as at December 31, 2009: --------------------------------------------------------------------- Payments Due by Period --------------------------------------------------------------------- 2011- 2013- There- ($ millions) 2010 2012 2014 after Total --------------------------------------------------------------------- Debt repayments(1) 34.8 571.7 107.4 132.2 846.1 Interest payments(2) 20.1 35.5 24.2 20.8 100.6 Reclamation fund contributions(3) 4.9 8.9 7.7 64.2 85.7 Purchase commitments 41.2 37.1 15.9 14.9 109.1 Transportation commitments(4) 4.8 26.6 24.2 7.1 62.7 Operating leases 4.0 13.0 14.9 74.4 106.3 Risk management contract premiums(5) 1.6 - - - 1.6 --------------------------------------------------------------------- Total contractual obligations 111.4 692.8 194.3 313.6 1,312.1 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Long-term and short-term debt. (2) Fixed interest payments on senior secured notes. (3) Contribution commitments to a restricted reclamation fund associated with the Redwater property. (4) Fixed payments for transporting production from the Dawson gas plant, expected to be operational in 2010. (5) Fixed premiums to be paid in future periods on certain commodity risk management contracts. In addition to the above Risk management contract premiums, ARC has commitments related to its risk management program (see Note 13). As the premiums are part of the underlying risk management contract, they have been recorded at fair market value at December 31, 2009 on the balance sheet as part of risk management contracts. ARC enters into commitments for capital expenditures in advance of the expenditures being made. At a given point in time, it is estimated that ARC has committed to capital expenditures equal to approximately one quarter of its capital budget by means of giving the necessary authorizations to incur the expenditures in a future period. ARC's 2010 capital budget has been approved by the Board at $610 million. This commitment has not been disclosed in the commitment table as it is of a routine nature and is part of normal course of operations for active oil and gas companies and trusts. The 2010 capital budget of $610 million includes approximately $20 million for leasehold development costs related to ARC's new office space in downtown Calgary. The operating lease commitments for the new space are included in the table above. ARC is involved in litigation and claims arising in the normal course of operations. Management is of the opinion that pending litigation will not have a material adverse impact on ARC's financial position or results of operations and therefore the above table does not include any commitments for outstanding litigation and claims. 23. SUBSEQUENT EVENTS On January 5, 2010 ARC issued 13 million trust units at a price of $19.40 per trust unit for total net proceeds of approximately $240 million. A portion of the net proceeds has been used to repay bank indebtedness of approximately $180 million which was incurred to fund the Ante Creek purchase outlined in Note 4, with the remainder used to repay other outstanding bank indebtedness. Note: Barrels of oil equivalent (boe) may be misleading, particularly if used in isolation. In accordance with NI 51-101, a boe conversion ratio for natural gas of 6 mcf: 1 bbl has been used, which is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
FORWARD-LOOKING INFORMATION AND STATEMENTS
This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "strategy" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: the volumes and estimated value of ARC's oil and gas reserves; the life of ARC's reserves; the volume and product mix of ARC's oil and gas production; future oil and natural gas prices and ARC's commodity risk management programs; the amount of future asset retirement obligations; future liquidity and financial capacity; future results from operations and operating metrics; future costs, expenses and royalty rates; future interest costs; future development, exploration, acquisition and development activities (including drilling plans) and related capital expenditures, future tax treatment of income trusts and future taxes payable by ARC; and ARC's tax pools.
The forward-looking information and statements contained in this news release reflect several material factors and expectations and assumptions of ARC including, without limitation: that ARC will continue to conduct its operations in a manner consistent with past operations; the general continuance of current industry conditions; the continuance of existing (and in certain circumstances, the implementation of proposed) tax, royalty and regulatory regimes; the accuracy of the estimates of ARC's reserve and resource volumes; certain commodity price and other cost assumptions; and the continued availability of adequate debt and equity financing and cash flow to fund its planned expenditures; ARC believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: changes in commodity prices; changes in the demand for or supply of ARC's products; unanticipated operating results or production declines; changes in tax or environmental laws, royalty rates or other regulatory matters; changes in development plans of ARC or by third party operators of ARC's properties, increased debt levels or debt service requirements; inaccurate estimation of ARC's oil and gas reserve and resource volumes; limited, unfavorable or a lack of access to capital markets; increased costs; a lack of adequate insurance coverage; the impact of competitors; and certain other risks detailed from time to time in ARC's public disclosure documents (including, without limitation, those risks identified in this news release and in ARC's Annual Information Form).
The forward-looking information and statements contained in this news release speak only as of the date of this news release, and none of ARC or its subsidiaries assumes any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
ARC Energy Trust is one of Canada's largest conventional oil and gas royalty trusts with a current enterprise value of approximately
ARC RESOURCES LTD. John P. Dielwart, Chief Executive Officer
%SEDAR: 00015954E %CIK: 0001029509
For further information: Investor Relations, E-mail: [email protected], Telephone: (403) 503-8600, Fax: (403) 509-6417, Toll Free 1-888-272-4900, ARC Resources Ltd., 2100, 440 - 2nd Avenue S.W., Calgary, AB, T2P 5E9, www.arcenergytrust.com
Share this article