EX-99.2 3 a08-14456_1ex99d2.htm RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

Exhibit 99.2

 

Reconciliation of Canadian and United States Generally Accepted Accounting Principles

 

Canadian Generally Accepted Accounting Principles (“GAAP”) varies in certain respects from U.S. GAAP. As required by the United States Securities and Exchange Commission, the effect of these differences in principles on Penn West Energy Trust’s (the “Trust”) consolidated financial statements is described and quantified below:

 

The application of U.S. GAAP would have the following effects on reported net income:

 

 

 

Three months ended March 31

 

(CAD millions, except per unit amounts)

 

2008

 

2007

 

 

 

 

 

 

 

Net income as reported in the Consolidated Statements of Income - Canadian GAAP

 

$

78

 

$

96

 

Adjustments

 

 

 

 

 

Unit-based compensation (note (d))

 

(11

)

2

 

Income tax effect of the above adjustments

 

 

 

Net and Other Comprehensive Income - U.S. GAAP, as adjusted

 

$

67

 

$

98

 

 

 

 

 

 

 

Net income per trust unit

 

 

 

 

 

Basic

 

$

0.19

 

$

0.41

 

Diluted

 

$

0.19

 

$

0.41

 

 

 

 

 

 

 

Weighted average number of trust units outstanding (millions)

 

 

 

 

 

Basic

 

359.5

 

237.4

 

Diluted

 

360.8

 

238.5

 

 

 

 

 

 

 

Retained earnings (deficit) - U.S. GAAP

 

 

 

 

 

Balance, beginning of period - U.S. GAAP

 

$

(1,413

)

$

(2,396

)

Net income - U.S. GAAP

 

67

 

98

 

Change in redemption value of trust units (note (c))

 

(508

)

(103

)

Distributions declared

 

(382

)

(242

)

Balance, end of period - U.S. GAAP

 

$

(2,236

)

$

(2,643

)

 



 

The application of U.S. GAAP would have the following effects on the reported balance sheets:

 

 

 

Canadian

 

U.S.

 

March 31, 2008 (CAD millions)

 

GAAP

 

GAAP

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current

 

 

 

 

 

Accounts receivable

 

$

646

 

$

646

 

Future income tax

 

103

 

103

 

Other

 

47

 

47

 

 

 

796

 

796

 

Property, plant and equipment (note (a))

 

12,633

 

12,633

 

Goodwill

 

1,999

 

1,999

 

 

 

14,632

 

14,632

 

 

 

$

15,428

 

$

15,428

 

 

 

 

 

 

 

LIABILITIES AND UNITHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

Current

 

 

 

 

 

Accounts payable

 

$

849

 

$

849

 

Distributions payable

 

127

 

127

 

Risk management (note (b))

 

401

 

401

 

Convertible debentures

 

6

 

6

 

 

 

1,383

 

1,383

 

Long-term debt

 

3,639

 

3,639

 

Convertible debentures

 

330

 

330

 

Asset retirement obligations

 

626

 

626

 

Unit rights liability (note (d))

 

 

42

 

Future income taxes

 

1,385

 

1,387

 

Total liabilities

 

7,363

 

7,407

 

 

 

 

 

 

 

Unitholders’ mezzanine equity (note (c))

 

 

10,257

 

 

 

 

 

 

 

Unitholders’ Equity (Deficiency)

 

 

 

 

 

Unitholders’ capital (note (c))

 

7,667

 

 

Contributed surplus (note (d))

 

44

 

 

Retained earnings (deficit) (note (c))

 

354

 

(2,236

)

 

 

8,065

 

(2,236

)

 

 

$

15,428

 

$

15,428

 

 



 

 

 

Canadian

 

U.S.

 

December 31, 2007 (CAD millions)

 

GAAP

 

GAAP

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current

 

 

 

 

 

Accounts receivable

 

$

277

 

$

277

 

Future income tax

 

45

 

45

 

Other

 

46

 

46

 

 

 

368

 

368

 

Property, plant and equipment (note (a))

 

7,413

 

7,413

 

Goodwill

 

652

 

652

 

 

 

8,065

 

8,065

 

 

 

$

8,433

 

$

8,433

 

 

 

 

 

 

 

LIABILITIES AND UNITHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

Current

 

 

 

 

 

Accounts payable

 

$

359

 

$

359

 

Distributions payable

 

82

 

82

 

Risk management (note (b))

 

148

 

148

 

 

 

589

 

589

 

Long-term debt

 

1,943

 

1,943

 

Asset retirement obligations

 

413

 

413

 

Unit rights liability (note (d))

 

 

25

 

Future income taxes

 

918

 

919

 

Total liabilities

 

3,863

 

3,889

 

 

 

 

 

 

 

Unitholders’ mezzanine equity (note (c))

 

 

5,957

 

 

 

 

 

 

 

Unitholders’ Equity (Deficiency)

 

 

 

 

 

Unitholders’ capital (note (c))

 

3,877

 

 

Contributed surplus (note (d))

 

35

 

 

Retained earnings (deficit) (note (c))

 

658

 

(1,413

)

 

 

4,570

 

(1,413

)

 

 

$

8,433

 

$

8,433

 

 



 

The application of U.S. GAAP would have no effects on reported cash flows.

 

(a) Property, plant and equipment and depletion and depreciation

 

Under Canadian GAAP, an impairment exists when the net book value of the petroleum and natural gas properties exceeds the sum of the undiscounted future cash flows from proved reserves calculated using forecast prices and costs, and the cost of unproved properties. If an impairment is determined to exist, the impairment is measured as the amount by which the net book value of the petroleum and natural gas properties exceeds the sum of the present value of future discounted cash flows from proved plus probable reserves using forecast prices and costs, and the cost of unproved properties.

 

Under U.S. GAAP, the net book value of petroleum and natural gas properties, net of deferred income taxes, is limited to the present value of after-tax future net cash flows from proved reserves, discounted at 10 percent and using prices and costs at the balance sheet date, plus the lower of cost and fair value of unproved properties. The impairment test is performed quarterly and, as elected by the Trust, recalculated seven business days prior to the filing date of the Trust’s consolidated financial statements if an impairment was indicated on the balance sheet date. If there is an impairment indicated at the balance sheet date, which no longer exists at the time of the second test, no write down is required. At March 31, 2008 and 2007, no impairment was indicated. The application of the impairment test under U.S. GAAP did not result in a write-down of capitalized costs in 2008 or 2007.

 

Depletion and depreciation of resource properties is calculated using the unit-of-production method based on production volumes before royalties in relation to proved reserves as estimated by independent petroleum engineers. In determining the depletable base, the estimated future costs to be incurred in developing proved reserves is included and the estimated equipment salvage values and the lower of cost and market of unevaluated properties is excluded. Significant natural gas processing facilities, net of estimated salvage values, are depreciated using the declining balance method over the estimated useful lives of the facilities. Depletion and depreciation per gross equivalent barrel is calculated by converting natural gas volumes to barrels of oil equivalent (“BOE”) using a ratio of 6 mcf of natural gas to one barrel of crude oil (sulphur volumes have been excluded from the calculation).

 

(b) Derivative financial instruments

 

Effective January 1, 2007, the Trust adopted the new Canadian standards relating to financial instruments. The new guidance substantially harmonizes Canadian GAAP and U.S. GAAP.

 

(c) Unitholders’ mezzanine equity

 

U.S. GAAP requires that trust units, which are redeemable at the option of the unitholder, be valued at their redemption amount and presented as temporary equity on the balance sheet. The redemption value of the Penn West trust units is determined based on 95% of the market value of the trust units at each balance sheet date. Under Canadian GAAP, all trust units are classified as unitholders’ equity. As at March 31, 2008, the Trust reclassified $10,257 million (December 31, 2007 - $5,957 million) as unitholders’ mezzanine equity in accordance with U.S. GAAP.

 

Changes in unitholders’ mezzanine equity in excess of trust units issued, net of redemptions, net income and cash distributions in a period are recognized as charges to the deficit. As a result, the Trust recorded an increase of $508 million to deficit for the three months ended March 31, 2008 compared to an increase of $103 million for the same period of 2007.

 

(d) Unit-based compensation

 

Under U.S. GAAP, the trust unit rights liability is calculated based on the fair value of the grants, determined by the Binomial Lattice model at each reporting date until the date of settlement. Compensation cost is recorded based on the change in fair value of the rights during each reporting period.  When rights are exercised, the

 



 

proceeds plus the amount recorded as a trust unit rights liability are recorded to mezzanine equity. The Trust issues units from treasury to settle unit rights exercises.

 

Rights granted under the rights plan are considered equity awards for Canadian GAAP purposes, a difference from U.S. GAAP. Unit-based compensation is based upon the fair value of rights issued, determined only on the grant date. This initial fair value is charged to income over the vesting period of the rights with a corresponding increase in contributed surplus. Contributed surplus amounts are eliminated under U.S. GAAP. When rights are exercised, consideration received plus the fair value recorded in contributed surplus is transferred to unitholders’ equity. Under U.S. GAAP, for the three months ended March 31, 2008, compensation cost calculated was $11 million higher (2007 - $2 million lower) than compensation cost calculated under Canadian GAAP. The compensation expense for the first three months of 2008 of $21 million (2007 – $3 million) under U.S. GAAP was allocated $16 million (2007 - $2 million) to corporate employees and $5 million (2007 - $1 million) to field employees.

 

A difference exists in the diluted weighted average number of trust units outstanding under U.S. GAAP as the unit-based compensation amount included as proceeds on assumed exercises of the rights is based on the fair value at each balance sheet date, compared to the fair value at only the date of grant under Canadian GAAP, leading to a change in the number of units included in the diluted calculation.

 

(e) Additional disclosure

 

The Trust presents oil and natural gas revenues and royalty amounts prior to royalties in the Consolidated Statement of Income and Retained Earnings. Under U.S. GAAP, these items would be combined and presented net in the Consolidated Statement of Income and Retained Earnings.

 

(f) Income Taxes

 

On January 1, 2007, the Trust adopted FASB Interpretation 48 “Accounting for Uncertainty in Income Taxes” clarifying the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109 “Accounting for Income Taxes”. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have a material impact on our consolidated financial statements.

 

As at March 31, 2008, the total amount of the Trust’s unrecognized tax benefits was approximately $10 million including $3 million of interest and penalties, which if recognized would affect the Trust’s effective income tax rate. The resolution of these tax positions may take a number of years to complete with the appropriate tax authorities, thus fluctuations can occur from period to period. The amount of unrecognized tax benefits is not anticipated to significantly change within the next 12 months.

 

The Trust and its entities are subject to income taxation and related audits in the Canadian tax jurisdiction. The tax years from 2002 to 2007 remain open to examination in Canada.

 

Recent U.S. accounting pronouncements

 

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”. The statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. The Statement was to be applied prospectively and was to be effective for financial statements issued for fiscal years beginning after November 15, 2007. Recently, FASB issued FSP FAS 157-2 delaying the effective date of SFAS 157 for non-financial assets and liabilities to fiscal years beginning after November 15, 2008. The Trust is currently assessing the impact of SFAS 157.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115.” This pronouncement permits entities to use

 



 

the fair value method to measure certain financial assets and liabilities by electing an irrevocable option to use the fair value method at specified election dates. After election of the option, subsequent changes in fair value would result in the recognition of unrealized gains or losses as period costs during the period the change occurred. SFAS No. 159 becomes effective as of the beginning of the first fiscal year that begins after November 15, 2007, with early adoption permitted. However, entities may not retroactively apply the provisions of SFAS No. 159 to fiscal years preceding the date of adoption. The adoption of this statement had no material impact to the Trust.

 

In December 2007, the FASB revised SFAS No. 141R, “Business Combinations”. This Statement outlines principles for the acquirer on recognizing assets and liabilities assumed in a transaction, establishes the acquisition date fair value for all assets and liabilities purchased and the requirement for additional disclosures for users of the financial statements to evaluate the business combination. The Statement is to be applied prospectively and becomes effective to business combinations at the beginning of the first annual reporting period on or after December 15, 2008. The Trust will implement this guidance on future business combinations on or after the effective date.

 

In December 2007, the FASB issued SFAS No. 160, “Non Controlling Interests in Consolidated Financial Statements”. This pronouncement required entities to report non-controlling interests as equity in the consolidated financial statements. The Statement is to be applied prospectively and becomes effective to business combinations at the beginning of the first annual reporting period on or after December 15, 2008. The Trust will implement this guidance, if applicable, on future acquisitions on or after the effective date.

 

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. This is an amendment to the previously issued SFAS No. 133, “Accounting for Derivate Instruments and Hedging Activities”. This statement outlines additional disclosure requirements for derivative instruments and hedging activities to offer further information and transparency to users of the financial statements. The Statement is to be applied prospectively and becomes effective for financial statements issued for fiscal years and interim periods after November 15, 2008. The Trust is currently assessing the impact of SFAS 161.