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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

(Mark One)

 

 

For the quarterly period ended March 31, 2012

 

OR

 

 

For the transition period from                to               

 

Commission File Number 1-35191

 

LONE PINE RESOURCES INC.

(Exact name of registrant as specified in its charter)

 

 

 

(403) 292-8000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

 

As of May 10, 2012, there were 85,027,002 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

 

 

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LONE PINE RESOURCES INC.

INDEX TO FORM 10-Q

March 31, 2012

 

Monetary Amounts and Exchange Rate Data		ii
Part I - FINANCIAL INFORMATION		1
Item 1 - Financial Statements		1
Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011		1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011		2
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011		2
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011		3
Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2012		4
Notes to Condensed Consolidated Financial Statements		5
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		32
Item 4 - Controls and Procedures		34
Part II - OTHER INFORMATION		34
Item 1 - Legal Proceedings		34
Item 1A - Risk Factors		34
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 6 - Exhibits		34
Signatures		37
Exhibit Index		38

 

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MONETARY AMOUNTS AND EXCHANGE RATE DATA

 

In this Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2012 (the “Quarterly Report”), references to “dollars”, “$” or “Cdn$” are to Canadian dollars and references to “U.S. dollars” or “US$” are to United States dollars. Effective October 1, 2011, we changed our reporting currency from the U.S. dollar to the Canadian dollar. Prior to changing our reporting currency, we obtained a no objection letter from the Securities and Exchange Commission (“SEC”). See Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 2 of our financial statements for more information about our change in reporting currency, including the reasons for the change, the manner in which the change has been and will be applied to recast prior period financial statements, and a discussion of the major categories of items in the balance sheet, and statements of operations, comprehensive income and cash flows, that are denominated in Canadian or U.S. dollars.

 

The noon-day Canadian to U.S. dollar exchange rates for Cdn$1.00, as reported by the Bank of Canada, were:

 

		Three Months Ended March 31,				Year Ended
		2012		2011		December 31, 2011
		US$		US$		US$
Highest rate during the period		1.0153		1.0324		1.0583
Lowest rate during the period		0.9735		0.9978		0.9430
Average noon spot rate during the period(1)		0.9989		1.0146		1.0117
Rate at the end of the period		1.0009		1.0290		0.9833

 

(1) Determined by averaging the rates on each business day during the respective period.

 

On May 10, 2012, the noon-day exchange rate was US$0.9833 for Cdn$1.00.

 

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PART I—FINANCIAL INFORMATION

 

Item 1.  Financial Statements.

 

LONE PINE RESOURCES INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

(In thousands of Canadian dollars)

 

		March 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash		$	745		$	276
Accounts receivable		22,630			28,804
Derivative instruments		15,751			19,786
Prepaid expenses and other current assets		5,641			5,560
Total current assets		44,767			54,426
Property and equipment, at cost:
Oil and natural gas properties, full cost method of accounting:
Proved, net of accumulated depletion of $1,229,813 and $1,203,755		747,544			704,232
Unproved		146,886			138,727
Net oil and natural gas properties		894,430			842,959
Other property and equipment, net of accumulated depreciation and amortization of $9,019 and $8,647		66,140			66,413
Net property and equipment		960,570			909,372
Goodwill		17,328			17,328
Other assets		12,294			11,175
		$	1,034,959		$	992,301
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	75,890		$	75,702
Accrued interest		3,321			—
Derivative instruments		596			—
Capital lease obligation		1,171			1,156
Deferred income taxes		3,396			4,946
Other current liabilities		3,293			2,686
Total current liabilities		87,667			84,490
Long-term debt		378,893			331,000
Derivative instruments		538			—
Asset retirement obligations		15,436			15,412
Deferred income taxes		69,476			69,981
Capital lease obligation		5,439			5,738
Other liabilities		2,037			1,818
Total liabilities		559,486			508,439
Stockholders’ equity:
Common stock, 85,026,202 and 85,026,202 shares issued and outstanding		833			833
Capital surplus		979,994			978,880
Accumulated deficit		(505,467		)	(495,959		)
Accumulated other comprehensive income (loss)		113			108
Total stockholders’ equity		475,473			483,862
		$	1,034,959		$	992,301

 

See accompanying notes to condensed consolidated financial statements.

 

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LONE PINE RESOURCES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

(In thousands of Canadian dollars, except per share amounts)

 

		Three Months Ended March 31,
		2012			2011
					(Recast*)
Revenues:
Oil and natural gas		$	44,329		$	35,562
Interest and other		6			12
Total revenues		44,335			35,574
Costs, expenses and other:
Lease operating expenses		14,449			8,049
Production and property taxes		853			591
Transportation and processing		4,153			3,550
General and administrative		4,106			3,390
Depreciation, depletion and amortization		26,430			18,641
Interest expense		5,751			1,353
Foreign currency exchange losses (gains)		(296		)	(7,534		)
Losses (gains) on derivative instruments		107			—
Other, net		347			315
Total costs, expenses and other		55,900			28,355
Earnings (loss) before income taxes		(11,565		)	7,219
Income tax		(2,057		)	1,928
Net earnings (loss)		$	(9,508	)	$	5,291
Basic earnings (loss) per common share		$	(0.11	)	$	0.08
Diluted earnings (loss) per common share		$	(0.11	)	$	0.08

 

*                 see notes 1 and 2

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(Unaudited)

 

(In thousands of Canadian dollars)

 

		Three Months Ended March 31,
		2012			2011
					(Recast*)
Net earnings (loss)		$	(9,508	)	$	5,291
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax		—			42
Amortization of minimum postretirement benefits liability, net of tax		5			—
		5			42
Comprehensive income (loss)		$	(9,503	)	$	5,333

 

*      see notes 1 and 2

 

See accompanying notes to condensed consolidated financial statements.

 

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LONE PINE RESOURCES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

(In thousands of Canadian dollars)

 

		Three Months Ended March 31,
		2012			2011
					(Recast*)
Operating activities:
Net earnings (loss)		$	(9,508	)	$	5,291
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		26,430			18,641
Amortization of deferred costs		481			85
Deferred income tax		(2,057		)	1,928
Unrealized losses (gains) on derivative instruments		5,169			—
Unrealized foreign currency exchange losses (gains)		(296		)	(7,534		)
Stock-based compensation		719			—
Other, net		357			288
Changes in operating assets and liabilities:
Accounts receivable		6,174			5,370
Prepaid expenses and other current assets		(308		)	(208		)
Accounts payable and accrued liabilities		(13,556		)	(433		)
Accrued interest and other current liabilities		3,609			624
Net cash provided by operating activities		17,214			24,052
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs		(73,688		)	(48,164		)
Other fixed assets		(912		)	(8,837		)
Proceeds from divestiture of assets		—			406
Net cash used in investing activities		(74,600		)	(56,595		)
Financing activities:
Net proceeds from issuance of Senior Notes		192,052			—
Debt issuance costs		(1,225		)	—
Proceeds from bank borrowings		785,000			36,000
Repayments of bank borrowings		(929,000		)	(36,000		)
Proceeds from Forest Oil Corporation		—			35,844
Change in bank overdrafts		11,312			(1,554		)
Capital lease payments		(284		)	—
Other, net		—			(10		)
Net cash provided by financing activities		57,855			34,280
Net increase (decrease) in cash		469			1,737
Cash at beginning of period		276			573
Cash at end of period		$	745		$	2,310

 

*      see notes 1 and 2

 

See accompanying notes to condensed consolidated financial statements.

 

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LONE PINE RESOURCES INC.

 

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

 

(Unaudited)

 

(In thousands of Canadian dollars, except share amounts)

 

													Accumulated
													Other			Total
		Common Stock					Capital			Accumulated			Comprehensive			Stockholders’
		Shares		Amount			Surplus			Deficit			Income (Loss)			Equity
		(In thousands)
Balances at December 31, 2011		85,026		$	833		$	978,880		$	(495,959	)	$	108		$	483,862
Amortization of stock-based compensation		—		—			1,114			—			—			1,114
Comprehensive income (loss):
Net earnings (loss)		—		—			—			(9,508		)	—			(9,508		)
Other comprehensive income		—		—			—			—			5			5
Balances at March 31, 2012		85,026		$	833		$	979,994		$	(505,467	)	$	113		$	475,473

 

See accompanying notes to condensed consolidated financial statements.

 

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LONE PINE RESOURCES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(Unaudited)

 

(1) ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

 

Lone Pine Resources Inc. (“Lone Pine” or the “Company”) is an independent oil and natural gas exploration, development and production company with operations in Canada. Lone Pine’s reserves, producing properties and exploration prospects are located in the provinces of Alberta, British Columbia and Quebec and in the Northwest Territories. Lone Pine conducts operations in one industry segment, liquids and natural gas exploration, development and production, and in one country, Canada. The Company’s operations are primarily carried out by its operating subsidiary, Lone Pine Resources Canada Ltd. (“LPR Canada”).

 

Basis of Presentation

 

These financial statements are presented in conformity with U.S. generally accepted accounting principles (“GAAP”). In these financial statements, unless otherwise indicated, all amounts are expressed in Canadian dollars. Certain amounts in prior periods’ financial statements have been reclassified to conform to the current period’s financial statement presentation.

 

The accompanying financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q as prescribed by the SEC. Lone Pine’s Annual Report on Form 10-K for the year ended December 31, 2011 (“2011 Annual Report”) includes additional information related to the Company’s initial public offering (“IPO”) on June 1, 2011 as well as the Company’s spin-off from Forest Oil Corporation (“Forest”) on September 30, 2011. The 2011 Annual Report also includes a summary of significant accounting policies and should be read in conjunction with this Quarterly Report. All material adjustments (consisting solely of normal recurring adjustments) which, in the opinion of management, are necessary for a fair statement of the results for the interim periods have been reflected. The results for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year.

 

The financial statements relating to the period from Lone Pine’s inception (September 30, 2010) through the completion of the IPO (June 1, 2011) reflect the financial position, results of operations, cash flows, or other information, as the case may be, of Lone Pine and Lone Pine’s predecessor, LPR Canada, on a combined basis. The financial statements relating to the period subsequent to and including June 1, 2011 reflect the financial position, results of operations, cash flows, or other information, as the case may be, of Lone Pine and its wholly-owned consolidated subsidiaries.

 

(2) CHANGE IN REPORTING AND FUNCTIONAL CURRENCY

 

Reporting Currency

 

The Company’s financial statements for periods up to and including September 30, 2011 were reported using the U.S. dollar, as this was the reporting currency used by Forest. Effective October 1, 2011, the Company changed its reporting currency to the Canadian dollar to better reflect the business of Lone Pine, which is primarily conducted in Canadian dollars. This change in reporting currency was also considered appropriate since there were only two major financial statement categories denominated in U.S. dollars. One category was the liability to Forest (for periods prior to June 1, 2011) and the second category was the Stockholders’ Equity of Lone Pine (for periods after the IPO date of June 1, 2011).

 

With the change in reporting currency, all comparative financial information has been recast from U.S. dollars to Canadian dollars to reflect the Company’s financial statements as if they had been historically reported in Canadian dollars, consistent with Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters.

 

The statement of operations, statement of comprehensive income and statement of cash flows for the three months ended March 31, 2011 were translated into Canadian dollars using the weighted average exchange rate for the period. The resulting foreign currency translation adjustment was reported as a component of other comprehensive income and accumulated other comprehensive income.

 

Functional Currency

 

The Company changed the functional currency of Lone Pine prospectively from October 1, 2011 from the U.S. dollar to the Canadian dollar. The change in functional currency did not have a significant impact on the Company’s financial statements

 

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as Lone Pine’s operations are primarily carried out by LPR Canada. The functional currency of LPR Canada has not changed and continues to be the Canadian dollar.

 

As a result of this change in functional currency, there is no difference between the reporting currency and the functional currency of the Company and any of its subsidiaries.

 

(3)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

The Company’s significant accounting policies are summarized in its 2011 Annual Report. The following information supplements those policies.

 

Long-Term Debt

 

Original issue discounts and commissions associated with the issuance of long-term debt are recorded as a reduction in the carrying value of long-term debt and are amortized using the effective interest rate method over the term of the debt. Direct and incremental costs related to the issuance of long-term debt are capitalized and amortized over the term of the debt using the straight-line method, which approximates the effective interest rate method.

 

Recent Accounting Pronouncements

 

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-11, “Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”), which requires that an entity disclose both gross and net information about instruments and transactions that are either eligible for offset in the balance sheet or subject to an agreement similar to a master netting agreement, including derivative instruments.  ASU 2011-11 was issued in order to facilitate comparisons between GAAP and International Financial Reporting Standards financial statements by requiring enhanced disclosures, but does not change existing GAAP that permits balance sheet offsetting.  This authoritative guidance is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods.  Lone Pine is currently evaluating the impact that the adoption of this authoritative guidance will have on its financial statements.

 

In December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Comprehensive Income, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”), which indefinitely defers the requirements in Accounting Standards Update No. 2011-05, “Comprehensive Income, Presentation of Comprehensive Income” (“ASU 2011-05”) to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income (see note 4 for additional information).  The adoption of this authoritative guidance will not have an impact on the Company’s financial statements until the specific changes that were proposed under ASU 2011-05 are finalized and issued by the FASB.

 

(4) ADOPTION OF NEW ACCOUNTING STANDARDS

 

In the fourth quarter of 2011, Lone Pine early adopted ASU 2011-05, except for the specific changes that have been deferred under ASU 2011-12, as noted above.  The adoption of ASU 2011-05 required the Company to present items of net income, items of other comprehensive income and total comprehensive income either in a single continuous statement or in two separate consecutive statements and eliminated the option to report other comprehensive income and its components in the statement of stockholders’ equity.  Lone Pine elected to present two separate consecutive statements.  Other than a change in presentation, the adoption of ASU 2011-05 did not have any impact on the Company’s financial statements.

 

In the first quarter of 2012, the Company adopted Accounting Standards Update 2011-04, “Fair Value Measurement and Disclosure Requirements” (“ASU 2011-04”), which revised the existing guidance on fair value measurement under GAAP as part of the FASB’s joint project with the International Accounting Standards Board. Under the revised standard, the Company was required to provide additional disclosures about fair value measurements, including information about the unobservable inputs and assumptions used in Level 3 fair value measurements, a description of the valuation methodologies used in Level 3 fair value measurements, and the level in the fair value hierarchy of items that are not measured at fair value but whose fair value disclosure is required. The adoption of ASU 2011-04 did not have a significant impact on the Company’s financial statements.

 

In the first quarter of 2012, the Company adopted Accounting Standards Update No. 2011-08, “Intangibles-Goodwill and Other (Topic 350), Testing Goodwill for Impairment” (“ASU 2011-08”), which permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount to determine whether it is necessary to perform the two-step goodwill impairment test.  If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step goodwill impairment test is unnecessary.  However, if an entity concludes otherwise, it is required to perform the first step of the two-step goodwill impairment test, which may then lead an entity to performing the second step as well.

 

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Entities have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the first step of the two-step impairment test.  As a result of adopting ASU 2011-08, the Company will only consider qualitative factors for impairment testing purposes in its interim periods, but will continue to perform the full two-step impairment test at December 31 of each year.

 

(5) PROPERTY AND EQUIPMENT

 

Ceiling Test

 

Under the full cost method of accounting for oil and gas activities, the ceiling test calculation uses prices that are based on the average of the first-day-of-the-month prices during the 12-month period prior to the reporting date. The Company did not recognize a ceiling test write-down at March 31, 2012, although the excess was marginal due to low natural gas prices. Given the sustained decline in natural gas prices over the last year and the current outlook of continued low natural gas prices, there is a significant possibility of recognizing a non-cash ceiling test write-down in one or more of the remaining quarters of 2012.

 

(6) LONG-TERM DEBT

 

The Company’s long-term debt consisted of the following at March 31, 2012 and December 31, 2011.

 

		March 31, 2012									December 31, 2011
		(In thousands)
		Principal			Unamortized Discount			Total			Principal			Unamortized Discount			Total
Bank credit facility		$	187,000		$	—		$	187,000		$	331,000		$	—		$	331,000
Senior Notes		199,500			(7,607		)	191,893			—			—			—
Total Long-term Debt		$	386,500		$	(7,607	)	$	378,893		$	331,000		$	—		$	331,000

 

Bank Credit Facility

 

Lone Pine maintains a $500 million bank credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A., Toronto Branch. The bank credit facility became effective upon the closing of our IPO, and will mature on March 18, 2016. Availability under the bank credit facility is governed by a borrowing base, which was recently reaffirmed at $375 million on May 10, 2012. As of March 31, 2012, we had $187 million outstanding under our bank credit facility at a weighted average interest rate of 3.3955% and borrowing capacity of approximately $186 million (after deducting $1.6 million of outstanding letters of credit).

 

Senior Notes

 

On February 14, 2012, LPR Canada, an Alberta corporation and a wholly-owned subsidiary of the Company, issued US$200 million aggregate principal amount of 10.375% Senior Notes due February 15, 2017 (the “Senior Notes”). Interest is payable on the Senior Notes semi-annually in arrears on each February 15 and August 15, commencing August 15, 2012. The Senior Notes are guaranteed on a senior unsecured basis by the Company and all of the Company’s subsidiaries, other than LPR Canada (the “Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. After the original issue discount of 1.423% and commissions of approximately $4.9 million, the issuance of the Senior Notes resulted in net proceeds to the Company of approximately $192.1 million.

 

The Senior Notes were issued pursuant to an Indenture, dated February 14, 2012 (the “Indenture”), among LPR Canada, the Guarantors and U.S. Bank National Association, as trustee.

 

On or prior to February 15, 2015, LPR Canada may, from time to time, redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of a public or private equity offering at a redemption price of 110.375% of the principal amount of the Senior Notes, plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the Senior Notes issued under the Indenture remains outstanding after such redemption, and the redemption occurs within 180 days after the closing of such equity offering.   Prior to February 15, 2015, LPR Canada may redeem all or part of the Senior Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. On or after February 15, 2015, LPR Canada may redeem all or part of the Senior Notes at redemption prices (expressed as percentages of principal amount of the Senior Notes) equal to 105.188% for the 12-month period beginning on February 15, 2015 and 100.00% for the 12-month

 

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period beginning on February 15, 2016 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the Senior Notes.

 

The Senior Notes were offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons in reliance on Regulation S under the Securities Act. The Senior Notes have not been registered under the Securities Act, or any state securities laws. In connection with the issuance of the Senior Notes, LPR Canada and the Guarantors entered into a Registration Rights Agreement that requires LPR Canada and the Guarantors to file a registration statement with respect to an offer to exchange the Senior Notes for substantially identical notes that are registered under the Securities Act. LPR Canada and the Guarantors agreed to use their commercially reasonable efforts to cause such exchange offer registration statement to become effective under the Securities Act. In addition, LPR Canada and the Guarantors agreed to use their commercially reasonable efforts to cause the exchange offer to be consummated not later than 365 days after February 14, 2012. Under some circumstances, in lieu of, or in addition to, a registered exchange offer, LPR Canada and the Guarantors have agreed to file a shelf registration statement with respect to the Senior Notes. LPR Canada and the Guarantors are required to pay additional interest if they fail to comply with their obligations to register the Senior Notes within the specified time period.

 

The Indenture contains customary covenants that restrict Lone Pine’s ability and the ability of certain of its subsidiaries to: (i) sell assets, including equity interests in its subsidiaries; (ii) pay distributions on, redeem or repurchase its common stock or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred stock; (v) create or incur certain liens; (vi) make certain acquisitions and investments; (vii) redeem or prepay other debt; (viii) enter into agreements that restrict distributions or other payments from its restricted subsidiaries to it; (ix) consolidate, merge or transfer all or substantially all of its assets; (x) engage in transactions with affiliates; (xi) create unrestricted subsidiaries; (xii) enter into sale and leaseback transactions; or (xiii) engage in certain business activities. These covenants are subject to a number of important exceptions and qualifications. If the Senior Notes achieve an investment grade rating from both of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of these covenants will terminate.

 

The Indenture contains customary events of default, including:

 

·                                          default in any payment of interest on any Senior Note when due, continued for 30 days;

 

·                                          default in the payment of principal of or premium, if any, on any Senior Note when due;

 

·                                          failure by LPR Canada or any Guarantor to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods;

 

·                                          default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company (the “Parent Guarantor”) or any of its restricted subsidiaries (or the payment of which is guaranteed by the Parent Guarantor or any of its restricted subsidiaries), other than indebtedness owed to the Parent Guarantor or a restricted subsidiary, whether such indebtedness or guarantee now exists, or is created after the date of the Indenture;

 

·                                          certain events of bankruptcy, insolvency or reorganization of the Parent Guarantor, LPR Canada or a significant subsidiary or group of restricted subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent Guarantor and its restricted subsidiaries), would constitute a significant subsidiary;

 

·                                          failure by the Parent Guarantor, LPR Canada or any significant subsidiary or group of restricted subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent Guarantor and its restricted subsidiaries), would constitute a significant subsidiary to pay final judgments aggregating in excess of US$20.0 million, within 60 days; and

 

·                                          any guarantee of the Senior Notes by a Guarantor ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker.

 

(7) DERIVATIVE INSTRUMENTS

 

Commodity Derivatives

 

Lone Pine has entered into derivative instruments to manage its exposure to commodity price risk caused by fluctuations in commodity prices, which protects and provides certainty on a portion of the Company’s cash flows.  Lone Pine’s commodity derivative instruments generally serve as effective economic hedges of commodity price exposure; however, Lone Pine has

 

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elected not to designate its derivatives as hedging instruments for accounting purposes. As such, Lone Pine recognizes all changes in fair value of its derivative instruments as unrealized gains or losses on derivative instruments in the statements of operations.

 

The table below sets forth Lone Pine’s outstanding commodity swaps as of March 31, 2012.

 

		Commodity Swaps
		Natural Gas (NYMEX HH)					Oil (NYMEX WTI)
Term		MMBtu/d		Weighted Average Hedged Price per MMBtu			bbl/d		Weighted Average Hedged Price per bbl
April 1 — December 31, 2012		25,000		US$	5.09		2,000		US$	102.35
April 1 — December 31, 2012		—		—			1,000		$	100.98
Calendar 2013		—		—			500		$	102.00
Calendar 2013		—		—			500		US$	101.00

 

Fair Value Amounts

 

The table below summarizes the location and fair value amounts of Lone Pine’s derivative instruments reported in the balance sheets as of the dates indicated. See note 8 for additional information on the fair value of Lone Pine’s derivative instruments.

 

		March 31, 2012			December 31, 2011
		(In thousands)
Assets:
Current assets		$	15,751		$	19,786
		$	15,751		$	19,786
Liabilities:
Current liabilities		$	596		$	—
Long-term liabilities		538			—
		$	1,134		$	—

 

The table below shows the amount of derivative instrument gains and losses reported in the statements of operations as “Losses (gains) on derivative instruments” for the periods indicated. Due to the volatility of oil and natural gas prices, the estimated fair values of Lone Pine’s commodity derivative instruments are subject to large fluctuations from period to period.

 

		Three Months Ended March 31,
		2012			2011
		(In thousands)
Realized losses (gains) on derivative instruments		$	(5,062	)	$	—
Unrealized losses (gains) on derivative instruments		5,169			—
Losses (gains) on derivative instruments		$	107		$	—

 

(8) FAIR VALUE MEASUREMENTS

 

The authoritative accounting guidance regarding fair value measurements for assets and liabilities establishes a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value.  These tiers consist of:  Level 1, defined as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

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The fair values and carrying amounts of the Company’s financial instruments are summarized below as of the dates indicated.

 

		Fair value		March 31, 2012						December 31, 2011
		measurement		Carrying						Carrying
		Level		Amount			Fair Value			Amount			Fair Value
				(In thousands)
Assets:
Cash		—		$	745		$	745		$	276		$	276
Accounts receivable		—		22,630			22,630			28,804			28,804
Derivative instruments		2		15,751			15,751			19,786			19,786
Liabilities:
Accounts payable and accrued liabilities		—		75,890			75,890			75,702			75,702
Accrued interest		—		3,321			3,321			—			—
Bank credit facility		2		187,000			187,000			331,000			331,000
Senior Notes		1		191,893			205,605			—			—
Total Long-term debt				378,893			392,605			331,000			331,000
Derivative instruments		2		1,134			1,134			—			—
Capital lease obligation		2		6,610			6,610			6,894			6,894

 

The Company uses various assumptions and methods in estimating the fair values of its financial instruments. All of the estimates of fair value were determined using significant other observable inputs (Level 2), except for the fair value of the Senior Notes, which was determined based on the unadjusted quoted price in an active market (Level 1) given that the Senior Notes are actively traded in a private market with an independent quoted price available from a third party. The carrying amount of the Senior Notes has been reduced by the original issue discount of 1.423% and commissions of approximately $4.9 million, while the fair value of the Senior Notes is based on its face amount of US$200 million and March 31, 2012 market price of US$103.06 per US$100 face amount. The carrying amount of the bank credit facility approximates fair value since the borrowings bear interest at variable market rates. The carrying amount of the capital lease obligation approximates fair value, as interest rates have not materially changed since the lease was executed.

 

The Company’s derivative assets and liabilities include commodity derivatives. See note 7 for additional information on these instruments.  The Company utilizes present value techniques to value its derivatives.  Inputs to the valuations include published forward prices and credit risk considerations, including the incorporation of published interest rates and credit spreads.  All of the significant inputs are observable; therefore, the Company’s derivative instruments are included within the Level 2 fair value hierarchy.

 

The fair values of the other financial instruments, including cash, accounts receivable, accrued interest, accounts payable and accrued liabilities, approximate their carrying values due to their short-term nature.

 

(9) EARNINGS (LOSS) PER SHARE

 

The following sets forth the calculation of basic and diluted earnings (loss) per common share for the periods presented.

 

		Three Months Ended March 31,
		2012			2011
		(In thousands)
Net earnings (loss)		$	(9,508	)	$	5,291
Net earnings attributable to participating securities		—			—
Net earnings (loss) attributable to common stock		$	(9,508	)	$	5,291
Weighted average number of common shares outstanding during the period for basic earnings per share		85,000			70,000
Dilutive effect of potential common shares		—			—
Weighted average number of common shares outstanding during the period, including the effects of dilutive potential common shares, for diluted earnings per share		85,000			70,000
Basic earnings (loss) per common share		$	(0.11	)	$	0.08
Diluted earnings (loss) per common share		$	(0.11	)	$	0.08

 

At March 31, 2012, approximately 1.6 million potential shares were excluded from the diluted earnings (loss) per common share calculation as the effect of their inclusion was anti-dilutive.  At March 31, 2011, no potential common shares were excluded from the diluted earnings per common share calculation.

 

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(10) STOCK-BASED COMPENSATION

 

Stock Options

 

In the first quarter of 2012, the Company granted 646,636 stock options with an exercise price of US$6.94 to officers and employees, which vest in equal tranches over a period of three years and have a five-year term. The weighted average grant date fair value of the stock options of $2.05 was calculated using the Black-Scholes valuation model, using the following assumptions: expected life of four years, share price volatility of 35%, risk-free interest rate of 1.2% and a dividend yield of nil.

 

Phantom Stock Units

 

In the first quarter of 2012, the Company granted 889,684 phantom stock units to officers and employees, which vest in equal tranches over a period of three years and will be settled in newly-issued shares of common stock of the Company. The weighted average grant date fair value of the phantom stock units of $7.07 was determined by reference to the average of the high and low stock price of a share of Lone Pine common stock as published by the New York Stock Exchange on the date of grant, and translated to Canadian dollars at the foreign exchange rate at the grant date.

 

(11) INCOME TAXES

 

The Company calculates its income tax expense for the period by estimating the annual effective tax rate and applying that rate to the year-to-date earnings (loss) at the end of each period.

 

The Company’s effective tax rate in any period is a function of the relationship between total tax expense and the amount of earnings before income taxes for the period. The effective tax rate differs from the statutory tax rate as it takes into consideration permanent differences (such as stock-based compensation that will be settled in shares of the Company), adjustments for changes in tax rates and other tax legislation, and the differences between the provision and the actual amounts subsequently reported on the tax returns.

 

The Company’s combined federal and provincial statutory tax rate for the periods presented ranged from 25% to 26.5%. However, the effective tax rate of 18% for the three months ended March 31, 2012 was lower than the Canadian statutory rate of 25%, primarily due to non-deductible stock-based compensation expense, additional deferred income tax to recognize the estimated annual effective rate, and an increase in the valuation allowance for deferred tax assets. The effective tax rate of 27% for the three months ended March 31, 2011 was higher than the Canadian statutory rate of 26.5% primarily due to an increase in the valuation allowance for deferred tax assets as well as an increase to recognize the estimated annual effective rate, partially offset by foreign exchange gains that are taxed at 50% of the statutory rate.

 

(12) SUBSEQUENT EVENTS

 

Commodity Derivatives

 

The following table summarizes additional commodity swaps that were entered into between April 1, 2012 and May 10, 2012:

 

		Commodity Swaps
		Natural Gas (NYMEX HH)				Oil (NYMEX WTI)
Term		MMBtu/d		Weighted Average Hedged Price per MMBtu		bbl/d		Weighted Average Hedged Price per bbl
Calendar 2013		—		—		500		$	104.05

 

The Company also enters into collar agreements with third parties. A collar agreement is similar to a swap agreement, except that the Company receives the difference between the floor price and the index price only if the index price is below the floor price and the Company pays the difference between the ceiling price and the index price only if the index price is above the ceiling price. The following table summarizes commodity collars that were entered into between April 1, 2012 and May 10, 2012:

 

		Commodity Collars
		Natural Gas (NYMEX HH)
Term		MMBtu/d		Weighted Average Hedged Floor Price per MMBtu			Weighted Average Hedged Ceiling Price per MMBtu
Calendar 2013		15,000		US$	3.00		US$	4.00

 

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(13) CONDENSED CONSOLIDATING FINANCIAL INFORMATION

 

On February 14, 2012, LPR Canada issued US$200 million of Senior Notes (see note 6 — Long-term Debt), which are guaranteed on a senior unsecured basis by the Guarantors. These guarantees are full and unconditional and joint and several among the Guarantors.

 

The following financial information reflects consolidating financial information of the Subsidiary Issuer, LPR Canada, and the Guarantors on a combined basis, prepared on the equity basis of accounting. The Parent Guarantor has no independent assets or operations. The Subsidiary Issuer and the Combined Guarantor Subsidiaries are 100% owned by the Parent Guarantor. The information is presented in accordance with the requirements of Rule 3-10 of Regulation S-X.  The information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantors operated as independent entities.  The Company has not presented separate financial narrative information for each of the Guarantors because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the guarantees provided by the Guarantors.

 

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(13) CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)

 

Condensed Consolidating Balance Sheet

 

(In thousands of Canadian dollars)

 

		As of March 31, 2012
		Parent Guarantor			Combined Guarantor Subsidiaries			Subsidiary Issuer			Eliminations			Consolidated
ASSETS
Current assets:
Cash		$	266		$	—		$	479		$	—		$	745
Accounts receivable		—			493			22,846			(709		)	22,630
Derivative instruments		—			—			15,751			—			15,751
Prepaid expenses and other current assets		179			—			5,462			—			5,641
Total current assets		445			493			44,538			(709		)	44,767
Property and equipment, at cost:
Oil and natural gas properties, full cost method of accounting:
Proved, net of accumulated depletion		—			—			747,544			—			747,544
Unproved		—			—			146,886			—			146,886
Net oil and natural gas properties		—			—			894,430			—			894,430
Other property and equipment, net of accumulated depreciation and amortization		—			—			66,140			—			66,140
Net property and equipment		—			—			960,570			—			960,570
Investment in affiliate		356,913			58,063			—			(414,976		)	—
Goodwill		—			—			17,328			—			17,328
Other assets		—			—			12,294			—			12,294
		$	357,358		$	58,556		$	1,034,730		$	(415,685	)	$	1,034,959
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	894		$	—		$	75,705		$	(709	)	$	75,890
Accrued interest		—			—			3,321			—			3,321
Derivative instruments		—			—			596			—			596
Capital lease obligation		—			—			1,171			—			1,171
Deferred income taxes		—			—			3.396			—			3,396
Other current liabilities		—			—			3,293			—			3,293
Total current liabilities		894			—			87,482			(709		)	87,667
Long-term debt		—			—			378,893			—			378,893
Derivative instruments		—			—			538			—			538
Asset retirement obligations		—			—			15,436			—			15,436
Deferred income taxes		—			—			69,476			—			69,476
Capital lease obligation		—			—			5,439			—			5,439
Other liabilities		—			—			2,037			—			2,037
Total liabilities		894			—			559,301			(709		)	559,486
Stockholders’ equity:
Common stock		833			39,135			832,750			(871,885		)	833
Capital surplus		360,547			19,027			143,138			457,282			979,994
Retained earnings (accumulated deficit)		(5,321		)	394			(500,167		)	(373		)	(505,467		)
Accumulated other comprehensive income (loss)		405			—			(292		)	—			113
Total stockholders’ equity		356,464			58,556			475,429			(414,976		)	475,473
		$	357,358		$	58,556		$	1,034,730		$	(415,685	)	$	1,034,959

 

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(13) CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued)

 

Condensed Consolidating Balance Sheet

 

(In thousands of Canadian dollars)

 

		As of December 31, 2011
		Parent Guarantor			Combined Guarantor Subsidiaries			Subsidiary Issuer			Eliminations			Consolidated
ASSETS
Current assets:
Cash		$	273		$	—		$	3		$	—		$	276
Accounts receivable		—			504			28,804			(504		)	28,804
Derivative instruments		—			—			19,786			—			19,786
Prepaid expenses and other current assets		180			—			5,380			—			5,560
Total current assets		453			504			53,973			(504		)	54,426
Property and equipment, at cost:
Oil and natural gas properties, full cost method of accounting:
Proved, net of accumulated depletion		—			—			704,232			—			704,232
Unproved		—			—			138,727			—			138,727
Net oil and natural gas properties		—			—			842,959			—			842,959
Other property and equipment, net of accumulated depreciation and amortization		—			—			66,413			—			66,413
Net property and equipment		—			—			909,372			—			909,372
Investment in affiliate		356,913			58,063			—			(414,976		)	—
Goodwill		—			—			17,328			—			17,328
Other assets		—			—			11,175			—			11,175
		$	357,366		$	58,567		$	991,848		$	(415,480	)	$	992,301
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	1,369		$	—		$	74,837		$	(504	)	$	75,702
Capital lease obligation		—			—			1,156			—			1,156
Deferred income taxes		—			—			4,946			—			4,946
Other current liabilities		—			—			2,686			—			2,686
Total current liabilities		1,369			—			83,625			(504		)	84,490
Long-term debt		—			—			331,000			—			331,000
Asset retirement obligations		—			—			15,412			—			15,412
Deferred income taxes		—			—			69,981			—			69,981
Capital lease obligation		—			—			5,738			—			5,738
Other liabilities		—			—			1,818			—			1,818
Total liabilities		1,369			—			507,574			(504		)	508,439
Stockholders’ equity:
Common stock		833			39,135			832,750			(871,885		)	833
Capital surplus		359,433			19,027			143,138			457,282			978,880
Retained earnings (accumulated deficit)		(4,674		)	405			(491,317		)	(373		)	(495,959		)
Accumulated other comprehensive income (loss)		405			—			(297		)	—			108
Total stockholders’ equity		355,997			58,567			484,274			(414,976		)	483,862
		$	357,366		$	58,567		$	991,848		$	(415,480	)	$	992,301

 

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