PDS Precision Drilling Corporation New

Grey Wolf, Inc. (�Grey Wolf� or the �Company�) (AMEX:GW) reported net income of $24.3 million, or $0.12 per share on a diluted basis, for the three months ended September 30, 2008 compared with net income of $35.6 million, or $0.17 per share on a diluted basis, for the third quarter of 2007. Revenues for the third quarter of 2008 were $234.2 million compared with revenues the same quarter a year ago of $224.0 million. For the nine months ended September 30, 2008, Grey Wolf reported net income of $87.9 million, or $0.42 per share on a diluted basis, on revenues of $652.4 million compared to net income of $135.9 million, or $0.63 per share on a diluted basis, on revenues of $693.5 million for the nine months ended September 30, 2007. Third quarter and nine month net income for 2008 reflect a pre-tax expense of approximately $18.3 million (or an after-tax amount of $0.05 per diluted share) as a result of the shareholder vote and related termination in July of a proposed merger with Basic Energy Services, Inc. and the ongoing costs related to entering into a definitive merger agreement with Precision Drilling Trust (�Precision�) (TSX: PD.UN, NYSE: PDS) in August. �With the highest average rig count in Company history and historically strong dayrates, Grey Wolf achieved higher operating results in the third quarter of 2008 compared to the previous quarter,� commented Thomas P. Richards, Chairman, President and Chief Executive Officer. �We averaged 112 rigs working during the quarter, reflecting the quality of our crews and rigs, which are well-suited to the natural gas resource plays many of our customers are focusing on today.� The Company reported total earnings before interest expense, income taxes, depreciation and amortization (�EBITDA�) of $68.4 million in the third quarter of 2008, compared to $80.5 million for the previous quarter and $83.7 million for the third quarter of 2007. On a per-rig-day basis, EBITDA was $6,651 for the third quarter of 2008, $8,451 for the second quarter of 2008 and $8,703 for the third quarter of 2007. Turnkey EBITDA per rig day in the third quarter of 2008 was $8,584 and daywork EBITDA per rig day totaled $6,504. Turnkey EBITDA totaled $6.2 million, which is 9% of total EBITDA for the third quarter of 2008. The EBITDA and EBITDA per rig day results were also reduced by the $18.3 million in merger related expenses in the third quarter of 2008. �As we enter the fourth quarter, dayrates range from $18,500 to $24,000 without fuel and top drives � up about $500 from rates reported last quarter,� continued Mr. Richards. �This increase is primarily related to a wage increase that went into effect in August. Oil and natural gas commodity prices have substantially pulled back from their second-quarter peak. Given the current economic trends and global financial crisis, coupled with announced budget reductions by a number of E&P companies, we anticipate a decrease in demand for land drilling as we move into 2009. Grey Wolf is well positioned with its premium equipment, strong portfolio of term contracts and strong balance sheet to weather a slowdown in drilling activity.� Under daywork term contracts, the Company has approximately 6,300 days, or an average of 68 rigs, contracted for the remaining quarter of 2008 and approximately 16,100 days, or an average of 44 rigs, contracted in 2009. This 2009 amount is an increase of six rigs since the Company�s second quarter earnings release in late July 2008. Grey Wolf currently markets 122 drilling rigs with 114 rigs working today. Of the 114 rigs contracted, 71 are working under daywork term contracts, 34 are working under spot market daywork contracts and nine are working under turnkey contracts. In addition, Grey Wolf is currently refurbishing and upgrading two 1,500 horsepower rigs that are contracted, under two-year term contracts, to go to work in the Bakken Shale play late in 2008 and early 2009. Grey Wolf averaged 112 rigs working in the third quarter of 2008 compared with an average of 105 rigs working in the second quarter of 2008 and 104 rigs working during the third quarter of 2007. Capital expenditures totaled $35.9 million in the third quarter of 2008 and $131.9 million for the first nine months of the year. For the full year 2008 capital expenditures are projected to be between $160.0 million and $170.0 million depending on the level of rig activity. During the fourth quarter of 2008, the Company expects to average 108 to 112 rigs working with seven to nine of these rigs performing turnkey services. In addition, average daywork EBITDA per rig day before the effect of any merger related expenses is expected to remain relatively consistent with the third quarter of 2008. Depreciation expense of approximately $28.2 million, interest expense of approximately $3.0 million and an effective tax rate of approximately 37% are expected for the fourth quarter of 2008. As previously reported, Precision and Grey Wolf announced in August that their Board of Trustees and Board of Directors, respectively, unanimously approved a definitive merger agreement pursuant to which Precision will acquire Grey Wolf for US$5.00 in cash and 0.1883 newly-issued Precision trust units (�Units�) for each Grey Wolf common share on a fully-diluted basis, for aggregate consideration of US$1.115 billion in cash and 42.0 million Units. Grey Wolf shareholders will be able to elect to receive cash or Units, subject to proration. The combination of Precision and Grey Wolf will have land drilling operations in virtually every conventional and unconventional oil and gas basin in the lower 48 United States and Canada with an emerging presence in Mexico. The combination of Grey Wolf�s deep drilling capabilities and Precision�s high performance systems and technology provides a foundation for international expansion to pursue global oil drilling opportunities. The process of the anticipated merger has progressed on schedule with successful completion of key steps including early termination of the Hart-Scott-Rodino waiting period. Additionally, the Committee on Foreign Investment in the United States (�CIFUS�) determined that there are no unresolved national security concerns associated with the merger. On October 28, 2008, the Securities and Exchange Commission declared effective the registration statement on Form F-4 containing the prospectus/proxy statement relating to the proposed merger. The prospectus/proxy statement for Grey Wolf�s special meeting of shareholders to approve the merger is expected to be mailed beginning on or about October 30, 2008, to Grey Wolf shareholders of record at the close of business on October 27, 2008, the record date for the special meeting. The Grey Wolf special meeting of shareholders is scheduled for 9:00 a.m. local time on December 9, 2008 at the Marriott Houston Westchase, Houston, Texas. Grey Wolf has scheduled a conference call October 30, 2008 at 8:00 a.m. CT to discuss third quarter 2008 results. The call will be web cast live on the Internet through the Investor Relations page on the Company�s website at: http://www.gwdrilling.com To participate by telephone, call (800) 734-4208 domestically or (212) 231-2903 internationally ten to fifteen minutes prior to the starting time. The reservation number is 21394624. A replay of the conference call will be available by telephone from 10:00 a.m. CT on October 31, 2008 until 10:00 a.m. CT on November 3, 2008. The telephone number for the replay of the call is (800) 633-8284 domestically or (402) 977-9140 internationally and the access code is 21394624. The call will be available for replay through the Grey Wolf website for approximately two weeks. Grey Wolf, Inc., headquartered in Houston, Texas, is a leading provider of turnkey and contract oil and gas land drilling services in the best natural gas producing regions in the United States with a fleet of 122 drilling rigs, which will increase to 123 with the addition of a new rig during the fourth quarter of 2008. This press release contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. The specific forward-looking statements cover our expectations and projections regarding: demand for the Company�s services, deployment of rigs, rig supply in the market, the benefits of term contracts, 2008 and 2009 rig activity, average daywork EBITDA per day, dayrates, projected depreciation, projected tax rate and interest expense, expected new rig cost and delivery schedule, 2008 financial results, projected capital expenditures in 2008 and the anticipated benefits of the Precision merger. These forward-looking statements are subject to risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially, including oil and natural gas prices and trends in those prices, the pricing and other competitive policies of our competitors, uninsured or under-insured casualty losses, cost of insurance coverage, increasing rig supply, changes in interest rates, unexpected costs under turnkey drilling contracts, weather conditions, the overall level of drilling activity in our market areas and the risk that the Precision merger may not be completed or anticipated benefits will not be realized. Please refer to reports filed with the Securities and Exchange Commission by Grey Wolf for additional information concerning risk factors that could cause actual results to differ materially from these forward-looking statements. Additional Information and Where to Find It In connection with the proposed merger, Precision has filed a registration statement on Form F-4, which includes a proxy statement of Grey Wolf with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS OF GREY WOLF ARE URGED TO CAREFULLY READ IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GREY WOLF, PRECISION, PRECISION LOBOS CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF PRECISION CREATED AS A SPECIAL PURPOSE VEHICLE, AND THE PROPOSED MERGER. Prospective investors and security holders may obtain a free copy of the registration statement and the proxy statement/prospectus and other documents containing information about Grey Wolf and Precision, without charge, at the SEC�s web site at www.sec.gov, at Precision�s web site at www.precisiondrilling.com, and at Grey Wolf�s web site at www.gwdrilling.com. Copies of the registration statement and the proxy statement/prospectus and the SEC filings that will be incorporated by reference therein may also be obtained for free by directing a request to either Investor Relations, Precision Drilling Trust, (403) 716-4500 or to Investor Relations, Grey Wolf, Inc., (713) 435-6100. Participants in the Solicitation Grey Wolf and Precision and their respective directors, officers, trustees and other persons may be deemed to be participants in the solicitation of proxies from Grey Wolf�s shareholders in respect of the proposed merger. Information about the directors and executive officers of Grey Wolf and their ownership of Grey Wolf common stock can be found in Grey Wolf�s proxy statement filed October 29, 2008 (the �proxy statement/prospectus�). Information concerning the directors and executive officers of Precision is included in the proxy statement/prospectus. Additional information regarding the identity of potential participants in the solicitation of proxies in respect of the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise, is also included in the proxy statement/prospectus. � Three Months Ended � � Nine Months Ended September 30, September 30, 2008 � � 2007 2008 � � 2007 (In thousands, except per share amounts) (Unaudited) Revenues $ 234,150 $ 223,999 $ 652,379 $ 693,532 Costs and expenses: Drilling operations 141,341 136,947 384,802 390,207 Depreciation and amortization 27,744 24,355 82,497 68,166 General and administrative 7,721 6,757 24,554 21,315 (Gain) loss on the sale of assets (11 ) (42 ) 39 (171 ) Merger activity costs � 18,327 � � - � � 18,327 � � - � Total costs and expenses � 195,122 � � 168,017 � � 510,219 � � 479,517 � Operating income (loss) 39,028 55,982 142,160 214,015 Other income (expense): Interest income 1,656 3,334 6,134 10,086 Interest expense � (2,564 ) � (3,521 ) � (8,610 ) � (10,451 ) Other income (expense), net � (908 ) � (187 ) � (2,476 ) � (365 ) Net income (loss) before income taxes 38,120 55,795 139,684 213,650 Income taxes expense (benefit): Current 11,602 15,205 38,731 59,492 Deferred � 2,207 � � 5,002 � � 13,021 � � 18,284 � Total income tax expense (benefit) � 13,809 � � 20,207 � � 51,752 � � 77,776 � Net income applicable to common shares $ 24,311 � $ 35,588 � $ 87,932 � $ 135,874 � Net income per common share: (1) Basic $ 0.14 � $ 0.19 � $ 0.50 � $ 0.74 � Diluted $ 0.12 � $ 0.17 � $ 0.42 � $ 0.63 � Weighted average common shares outstanding: Basic � 176,221 � � 182,599 � � 175,999 � � 182,875 � Diluted � 220,595 � � 226,292 � � 219,991 � � 226,533 � � Three Months Ended September 30, 2008 2007 Marketed Rigs at September 30 � 122 � � 121 � Average Rigs Working: Ark-La-Tex 24 25 Gulf Coast 24 22 South Texas 28 28 Rocky Mountain 16 14 Mexico 2 1 Mid Continent � 18 � � 14 � Total Average Rigs Working (2) � 112 � � 104 � � (1) Please see �Computation of Earnings Per Share� included in this release. (2) For the week ending October 23, 2008, the Company averaged 114 rigs working. Operating data comparison for the three months ended September 30, 2008 and 2007. � Three Months Ended September 30, 2008 � Three Months Ended September 30, 2007 Daywork Operations � Turnkey Operations � Total Daywork Operations � Turnkey Operations � Total (Dollars in thousands except averages per rig day worked) (Unaudited) � Rig days worked 9,563 726 10,289 8,784 830 9,614 � Contract drilling revenues $ 194,492 $ 39,658 $ 234,150 $ 178,411 $ 45,588 $ 223,999 Drilling operating expenses (109,589 ) (31,752 ) (141,341 ) (101,634 ) (35,313 ) (136,947 ) General and administrative expenses (7,215 ) (506 ) (7,721 ) (6,256 ) (501 ) (6,757 ) Merger activity costs (17,034 ) (1,293 ) (18,327 ) - - - Interest income 1,532 124 1,656 3,043 291 3,334 Gain (loss) on sale of assets � 10 � � 1 � � 11 � � 37 � � 5 � � 42 � EBITDA $ 62,196 � $ 6,232 � $ 68,428 � $ 73,601 � $ 10,070 � $ 83,671 � � Average per rig day worked: Contract drilling revenue $ 20,338 $ 54,625 $ 22,757 $ 20,311 $ 54,925 $ 23,299 EBITDA 6,504 8,584 6,651 8,379 12,133 8,703 Operating data comparison for the nine months ended September 30, 2008 and 2007. � Nine Months Ended September 30, 2008 � Nine Months Ended September 30, 2007 Daywork Operations � Turnkey Operations � Total Daywork Operations � Turnkey Operations � Total (Dollars in thousands except averages per rig day worked) (Unaudited) � Rig days worked 26,958 1,995 28,953 26,802 2,210 29,012 � Contract drilling revenues $ 542,473 $ 109,906 $ 652,379 $ 572,000 $ 121,532 $ 693,532 Drilling operating expenses (302,769 ) (82,033 ) (384,802 ) (302,259 ) (87,948 ) (390,207 ) General and administrative expenses (23,065 ) (1,489 ) (24,554 ) (19,873 ) (1,442 ) (21,315 ) Merger activity costs (17,034 ) (1,293 ) (18,327 ) - - - Interest income 5,714 420 6,134 9,307 779 10,086 Gain (loss) on sale of assets � (38 ) � (1 ) � (39 ) � 147 � � 24 � � 171 � EBITDA $ 205,281 � $ 25,510 � $ 230,791 � $ 259,322 � $ 32,945 � $ 292,267 � � Average per rig day worked: Contract drilling revenue $ 20,123 $ 55,091 $ 22,532 $ 21,342 $ 54,992 $ 23,905 EBITDA 7,615 12,787 7,971 9,675 14,907 10,074 Reconciliation of Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) to net income (loss) applicable to common shares (In thousands) (Unaudited) � � � � � Three Months Ended Nine Months Ended September 30,2008 June30,2008 September 30,2007 September 30,2008 September 30,2007 � Earnings before interest expense, income taxes, depreciation, and amortization $ 68,428 $ 80,512 $ 83,671 $ 230,791 $ 292,267 Depreciation and amortization (27,744 ) (26,994 ) (24,355 ) (82,497 ) (68,166 ) Interest expense (2,564 ) (2,709 ) (3,521 ) (8,610 ) (10,451 ) Total income tax (expense)/ benefit � (13,809 ) � (18,511 ) � (20,207 ) � (51,752 ) � (77,776 ) � Net income (loss) applicable to common shares $ 24,311 � $ 32,298 � $ 35,588 � $ 87,932 � $ 135,874 � � September 30, � December 31, 2008 2007 (Unaudited) (In thousands) Condensed Balance Sheet Data: � Cash and cash equivalents $ 290,226 $ 247,701 Restricted cash 867 847 Other current assets � 199,751 � 194,948 Total current assets 490,844 443,496 Net property and equipment 789,881 737,944 Other assets � 41,162 � 26,530 Total assets $ 1,321,887 $ 1,207,970 � Current liabilities $ 108,389 $ 104,692 Contingent convertible senior notes 274,725 275,000 Other long term liabilities 20,563 18,126 Deferred income taxes 165,468 150,643 Shareholders� equity � 752,742 � 659,509 Total liabilities and equity $ 1,321,887 $ 1,207,970 Computation of Earnings Per Share (In thousands, except per share amounts) (Unaudited) � � � � A reconciliation of the numerators and denominators of the basic and diluted earnings per share computation is as follows: � Three Months Ended Nine Months Ended September 30, September 30, 2008 2007 2008 2007 Numerator: Net income $ 24,311 $ 35,588 $ 87,932 $ 135,874 � Add interest expense on contingent convertible senior notes, net of related tax effects (1) � 1,573 � 2,094 � 5,012 � 6,227 Adjusted net income � diluted $ 25,884 $ 37,682 $ 92,944 $ 142,101 � Denominator: Weighted average number of shares outstanding � basic 176,221 182,599 175,999 182,875 � Effect of dilutive securities: Options � treasury stock method 869 548 687 660 Restricted stock 1,087 688 861 541 Contingent convertible senior notes (1) � 42,418 � 42,457 � 42,444 � 42,457 � Weighted average common shares outstanding � diluted � 220,595 � 226,292 � 219,991 � 226,533 Earnings Per Share: Basic $ 0.14 $ 0.19 $ 0.50 $ 0.74 Diluted $ 0.12 $ 0.17 $ 0.42 $ 0.63 � (1) Please see our latest quarterly report on Form 10-Q for a description of our contingent convertible notes.