Precision Drilling Corporation
First Quarter Report for the three months ended March 31, 2015 and 2014
MANAGEMENT’S DISCUSSION AND ANALYSIS
Management’s Discussion and Analysis for the three month period ended March 31, 2015 of Precision Drilling Corporation (“Precision” or the “Corporation”) prepared as at April 24, 2015 focuses on the unaudited Interim Consolidated Financial Statements and related notes and pertains to known risks and uncertainties relating to the oilfield services sector. This discussion should not be considered all inclusive as it does not include all changes regarding general economic, political, governmental and environmental events. This discussion should be read in conjunction with the Corporation’s 2014 Annual Report, Annual Information Form, unaudited March 31, 2015 Interim Consolidated Financial Statements and related notes and the cautionary statement regarding forward-looking information and statements on page 13 of this report.
SELECT FINANCIAL AND OPERATING INFORMATION
Adjusted EBITDA and funds provided by operations are additional GAAP measures. See “ADDITIONAL GAAP MEASURES”.
Financial Highlights
|
|
Three months ended March 31,
|
|
(Stated in thousands of Canadian dollars, except per share amounts)
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
Revenue
|
|
|
512,120 |
|
|
|
672,249 |
|
|
|
(23.8 |
) |
Adjusted EBITDA
|
|
|
163,384 |
|
|
|
237,274 |
|
|
|
(31.1 |
) |
Net earnings
|
|
|
24,033 |
|
|
|
101,557 |
|
|
|
(76.3 |
) |
Cash provided by operations
|
|
|
215,138 |
|
|
|
170,127 |
|
|
|
26.5 |
|
Funds provided by operations
|
|
|
155,186 |
|
|
|
231,393 |
|
|
|
(32.9 |
) |
Capital spending:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expansion
|
|
|
197,317 |
|
|
|
68,185 |
|
|
|
189.4 |
|
Upgrade
|
|
|
19,943 |
|
|
|
19,857 |
|
|
|
0.4 |
|
Maintenance and infrastructure
|
|
|
8,562 |
|
|
|
17,957 |
|
|
|
(52.3 |
) |
Proceeds on sale
|
|
|
(2,876 |
) |
|
|
(7,257 |
) |
|
|
(60.4 |
) |
Net capital spending
|
|
|
222,946 |
|
|
|
98,742 |
|
|
|
125.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.08 |
|
|
|
0.35 |
|
|
|
(77.1 |
) |
Diluted
|
|
|
0.08 |
|
|
|
0.35 |
|
|
|
(77.1 |
) |
Dividends paid per share
|
|
|
0.07 |
|
|
|
0.06 |
|
|
|
16.7 |
|
Operating Highlights
|
|
Three months ended March 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
Contract drilling rig fleet
|
|
|
323 |
|
|
|
330 |
|
|
|
(2.1 |
) |
Drilling rig utilization days:
Canada
|
|
|
6,230 |
|
|
|
11,384 |
|
|
|
(45.3 |
) |
U.S.
|
|
|
7,197 |
|
|
|
8,473 |
|
|
|
(15.1 |
) |
International
|
|
|
1,134 |
|
|
|
990 |
|
|
|
14.5 |
|
Service rig fleet
|
|
|
177 |
|
|
|
222 |
|
|
|
(20.3 |
) |
Service rig operating hours
|
|
|
48,001 |
|
|
|
82,564 |
|
|
|
(41.9 |
) |
Financial Position
(Stated in thousands of Canadian dollars, except ratios)
|
|
March 31,
2015
|
|
|
December 31,
2014
|
|
Working capital
|
|
|
584,487 |
|
|
|
653,630 |
|
Long-term debt(1)
|
|
|
2,009,970 |
|
|
|
1,852,186 |
|
Total long-term financial liabilities
|
|
|
2,038,063 |
|
|
|
1,881,275 |
|
Total assets
|
|
|
5,492,647 |
|
|
|
5,308,996 |
|
Long-term debt to long-term debt plus equity ratio(1)
|
|
|
0.45 |
|
|
|
0.43 |
|
|
(1)
|
Net of unamortized debt issue costs.
|
Net earnings this quarter were $24 million, or $0.08 per diluted share, compared to net earnings of $102 million, or $0.35 per diluted share, in the first quarter of 2014.
Revenue this quarter was $512 million, or 24% lower than the first quarter of 2014. The decrease of $160 million was primarily due to a year-over-year decrease in activity from our North America contract drilling operations and our Completion and Production Services segment. Revenue from our Contract Drilling Services and Completion and Production Services segments both decreased over the comparative prior year period by 22% and 36%, respectively.
Earnings before income taxes, finance charges, foreign exchange, and depreciation and amortization (adjusted EBITDA see “Additional GAAP Measures”) this quarter were $163 million or 31% lower than the first quarter of 2014.
Adjusted EBITDA as a percent of revenue was 32% this quarter, compared to 35% in the first quarter of 2014. The decrease in adjusted EBITDA as a percent of revenue was mainly due to decreased activity in our Contract Drilling Services segment, decreased activity and lower pricing in our Completion and Production Services segment and costs associated with restructuring, which were $7 million this quarter. Our activity for the quarter, as measured by drilling rig utilization days, decreased 45% in Canada and 15% in the U.S. and increased 15% internationally, compared to the first quarter of 2014.
Our current expected capital plan for 2015 is $506 million, an increase of $39 million compared to the $467 million capital plan announced in February 2015. The increase relates to changes in the forecasted foreign exchange rates on U.S. dollar denominated capital. Of the 17 new-build contracted drilling rigs scheduled for delivery in 2015 (13 in the U.S., three in Canada and one internationally) ten were delivered in the first quarter. After delivery of the remaining seven contracted new-build rigs in 2015, Precision’s drilling rig fleet will consist of 330 drilling rigs, including 234 Tier 1 rigs, 74 Tier 2 rigs and 22 PSST rigs. For the Tier 1 rigs, 122 will be in Canada, 106 in the U.S. and six internationally.
On April 24, 2015 the Board of Directors declared a dividend of $0.07 per common share payable on May 29, 2015 to shareholders of record on May 15, 2015.
Our portfolio of term customer contracts, a scalable operating cost structure and economies achieved through vertical integration of the supply chain all help us manage our business through the industry cycles.
Precision’s strategic priorities for 2015 are as follows:
|
1.
|
Work with our customers to lower well costs – Deliver High Performance, High Value services to customers to create maximum efficiency and lower risks for drilling programs. Utilize our unique platform of Tier 1 assets, geographically diverse operations and highly efficient service offering to deliver cost-reducing solutions. Grow our cost-reducing integrated directional drilling service with the Schlumberger alliance.
|
|
2.
|
Maximize cost efficiency throughout the organization – Continue to leverage Precision’s scale to reduce costs and deliver High Performance. Maximize the benefits of the variable nature of operating and capital expenses. Maintain an efficient corporate cost structure by optimizing systems for assets, people and business management. Maintain our uncompromising focus on worker safety, premium service quality and employee development.
|
|
3.
|
Reinforce our competitive advantage – Gain market share as Tier 1 assets remain most in demand rigs. High-grade our active rig fleet by delivering new-build rigs and maximizing customer opportunities to utilize High Performance assets. Deliver consistent, reliable, High Performance service. Retain and continue to develop the industry’s best people.
|
|
4.
|
Manage liquidity and focus activities on cash flow generation. Monitor working capital, debt and liquidity ratios. Maintain a scalable cost structure that is responsive to changing competition and market demand. Adjust capital plans according to utilization and customer demand.
|
For the first quarter of 2015, there has been a dramatic drop in the average prices of oil and natural gas compared with the averages from 2014.
|
|
Three months ended March 31,
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2014
|
|
Average oil and natural gas prices
|
|
|
|
|
|
|
|
|
|
Oil
|
|
|
|
|
|
|
|
|
|
West Texas Intermediate (per barrel) (US$)
|
|
|
48.74 |
|
|
|
98.65 |
|
|
|
93.06 |
|
Natural gas
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
AECO (per MMBtu) (CDN$)
|
|
|
2.78 |
|
|
|
5.49 |
|
|
|
4.45 |
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry Hub (per MMBtu) (US$)
|
|
|
2.86 |
|
|
|
5.06 |
|
|
|
4.33 |
|
Summary for the three months ended March 31, 2015:
• We realized operating earnings (see “Additional GAAP Measures”) this quarter of $47 million a decrease of $85 million from the first quarter 2014 operating earnings of $132 million. Operating earnings were negatively impacted by the decrease in drilling activity in our Canadian and U.S. operations and lower activity and pricing in our Completion and Production Services segment, partially offset by improved performance in our international drilling division.
• General and administrative expenses this quarter were $46 million, $6 million higher than the first quarter of 2014. The increase was due to restructuring costs and the effect of the weakening Canadian dollar on our U.S. dollar denominated expenses.
• During the quarter we incurred restructuring costs totaling $7 million. These costs were primarily the result of consolidating three North American operating facilities and reducing our salaried workforce by 14% since December 31, 2014. Our total workforce as of April 24, 2015 is down approximately 2,200 from 7,834 on December 31, 2014 and a portion of this decline is caused by seasonally low activity in Canada during spring break- up.
• Net finance charges were $20 million, a decrease of $5 million compared with the first quarter of 2014. During the quarter we recognized $14 million in interest revenue related to an income tax dispute settlement partially offset by interest expense from the issuance of US$400 million of 5.25% Senior Notes on June 3, 2014 and the effect of the weakening Canadian dollar on our U.S. dollar denominated interest.
• Average revenue per utilization day for contract drilling rigs increased slightly in the first quarter of 2015 to $23,515 from the prior year first quarter of $22,773 in Canada and in the U.S. to US$25,180 from US$24,146. The increase in revenue rates for Canada is primarily due to a higher percentage of Tier 1 rigs operating offset by competitive pricing in some rig segments compared to the prior year quarter. The increase in revenue rates for the U.S. is primarily due to a higher percentage of revenue from Tier 1 rigs compared to the prior year quarter and idle-but-contracted payments, partially offset by decreased turnkey revenue in the current quarter. Turnkey revenue for the first quarter of 2015 was US$10 million compared with US$17 million in the 2014 comparative period. Within the Completion and Production Services segment, the average hourly rate for service rigs was $837 in the first quarter of 2015 compared to $882 in the first quarter of 2014. The decrease in the average hourly rate is the result of pricing pressure across all service rig classes and the absence of our U.S. coil tubing assets, disposed in the fourth quarter of 2014.
• Average operating costs per utilization day for drilling rigs increased in the first quarter of 2015 to $11,497 from the prior year first quarter of $10,230 in Canada while in the U.S. costs decreased to US$13,940 in 2015 from US$14,495 in 2014. The cost increase in Canada was primarily due to an increase in crew labour rates and less activity to cover the portion of our operating costs that are fixed in nature, while the decrease in the U.S. was due to lower turnkey activity.
• We realized revenue from international contract drilling of $61 million in the first quarter of 2015, a $19 million increase over the prior year period due to expansion in the Middle East with three new build rigs deployed in 2014 and one rig deployed to Georgia in the middle of the quarter. Average revenue per utilization day in our international contract drilling business was US$42,969 an increase of 10% over the comparable prior year quarter. The increase was the result of new rigs added during 2014 and the first quarter of 2015.
• Directional drilling services realized revenue of $15 million in the first quarter of 2015 compared with $34 million in the prior year period. The decrease from the prior year period was due to lower industry drilling activity in Canada and the U.S.
• Funds provided by operations in the first quarter of 2015 were $155 million, a decrease of $76 million from the prior year comparative quarter of $231 million. The decrease was primarily the result of lower activity levels.
• Capital expenditures for the purchase of property, plant and equipment were $226 million in the first quarter, an increase of $120 million over the same period in 2014. Capital spending for the first quarter of 2015 included $197 million for expansion capital, $20 million for upgrade capital and $9 million for the maintenance of existing assets and infrastructure spending.
• On April 7, 2015 we received payment from the Ontario Minister of Revenue of $69 million representing $55 million owed to us on a reassessment of income tax, recorded as income tax recoverable on the consolidated statement of financial position plus interest of $14 million.
• During the quarter we increased access to our revolving term credit facility by receiving temporary covenant relief from our senior lending group. The covenant changes, effective until December 31, 2016, included increasing total debt to Adjusted EBITDA, as defined in the debt agreement, to 6:1 from 4:1 and reducing Adjusted EBITDA to interest expense from 2.75:1 to 2.50:1.
OUTLOOK
Contracts
Our portfolio of term customer contracts provides a base level of activity and revenue and, as of April 24, 2015, we had term contracts in place for an average of 47 rigs in Canada, 51 in the U.S. and 12 internationally for the second quarter of 2015 and an average of 45 rig contracts in Canada, 48 in the U.S. and 11 internationally for the full year in 2015. In Canada, term contracted rigs normally generate 250 utilization days per year because of the seasonal nature of well site access. In most regions in the U.S. and internationally, term contracts normally generate 365 utilization days per year.
Drilling Activity
In the U.S., our average active rig count in the first quarter was 80 rigs, down 14 rigs over the first quarter in 2014 and down 20 rigs over the fourth quarter of 2014. We currently have 56 rigs active in the U.S.
In Canada, our average active rig count in the first quarter was 69 rigs, a decrease of 57 rigs over the first quarter in 2014 and down 24 rigs over the fourth quarter of 2014. We currently have 19 rigs active in Canada.
In general we expect lower drilling activity levels and pricing pressure on spot market rigs in North America as significantly lower oil prices have caused producers to meaningfully reduce drilling budgets. We expect Tier 1 rigs to remain the preferred rigs of producers in the North American market and for us to benefit from our completed fleet enhancements over the past several years as well as recent and scheduled delivery of contracted new-build and upgraded rigs to the North American market in 2015.
Internationally, our average active rig count in the quarter was 13 rigs, up two rigs over the first quarter in 2014 and up one rig over the fourth quarter of 2015. During the quarter we began operations in the country of Georgia with an upgraded 2,000 horsepower rig. We expect to deliver a new-build rig to begin operations in Kuwait in mid-2015.
Industry Conditions
Industry drilling activity in the U.S. continues to decline with the active rig count down over 900 rigs since the industry peak in November 2014, according to industry sources. Since the peak, the active rig count has declined for 22 consecutive weeks. The active rig count in Canada continues to trend lower in 2015 compared to last year and is currently well below levels experienced at this time last year. According to industry sources, as of April 24, 2015, the U.S. active land drilling rig count was down approximately 50% from the same point last year and the Canadian active land drilling rig count was down approximately 53%. The decrease in the North American rig count has been caused by lower spending by producers as a result of weaker oil and natural gas prices.
To date in 2015, approximately 45% of the Canadian industry’s active rigs and 79% of the U.S. industry’s active rigs were drilling for oil targets, compared to 63% for Canada and 81% for the U.S. at the same time last year.
Capital Spending
Capital spending in 2015 is expected to be $506 million:
•
|
The 2015 capital expenditure plan includes $385 million for expansion capital, $78 million for sustaining and infrastructure expenditures, and $43 million to upgrade existing rigs. We expect that the $506 million will be split $500 million in the Contract Drilling Services segment and $6 million in the Completion and Production Services segment.
|
•
|
Precision’s expansion capital plan for 2015 includes the completion of 17 new-build contracted drilling rigs to be delivered in the first three quarters of the year, 13 for the U.S., three for Canada and one for Kuwait. Eleven of the 2015 new-build rigs have been delivered to date, two in Canada and nine in the U.S.
|
The 13 rigs for the U.S. are all Super Triple rigs and are scheduled to be delivered to multiple unconventional basins for five different customers. The new-build rigs in Canada are ST-1200 rigs for three different customers. The Kuwait new-build is a ST-1500 rig and is expected to be delivered in June.
Following is a new-build delivery schedule for expected deliveries in 2015. All of the rigs shown on the table below are backed by customer contracts.
|
2015
|
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
Rig Deliveries
|
|
|
|
|
|
Canada
|
2
|
-
|
1
|
-
|
3
|
U.S.
|
8
|
5
|
-
|
-
|
13
|
International
|
-
|
1
|
-
|
-
|
1
|
|
10
|
6
|
1
|
-
|
17
|
•
|
The 2015 capital plan includes minimal rig upgrades and will vary depending on the scope of the upgrades and customer demand.
|
•
|
Precision’s sustaining and infrastructure capital plan is based upon currently anticipated activity levels for 2015.
|
SEGMENTED FINANCIAL RESULTS
Precision’s operations are reported in two segments: the Contract Drilling Services segment which includes the drilling rig, directional drilling, oilfield supply and manufacturing divisions; and the Completion and Production Services segment which includes the service rig, snubbing, coil tubing, rental, camp and catering and wastewater treatment divisions.
|
|
Three months ended March 31,
|
|
|
|
|
(Stated in thousands of Canadian dollars)
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
Contract Drilling Services
|
|
|
448,065 |
|
|
|
571,922 |
|
|
|
(21.7 |
) |
Completion and Production Services
|
|
|
66,082 |
|
|
|
103,065 |
|
|
|
(35.9 |
) |
Inter-segment eliminations
|
|
|
(2,027 |
) |
|
|
(2,738 |
) |
|
|
(26.0 |
) |
|
|
|
512,120 |
|
|
|
672,249 |
|
|
|
(23.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Drilling Services
|
|
|
183,119 |
|
|
|
239,698 |
|
|
|
(23.6 |
) |
Completion and Production Services
|
|
|
7,057 |
|
|
|
19,453 |
|
|
|
(63.7 |
) |
Corporate and other
|
|
|
(26,792 |
) |
|
|
(21,877 |
) |
|
|
22.5 |
|
|
|
|
163,384 |
|
|
|
237,274 |
|
|
|
(31.1 |
) |
(1) See “ADDITIONAL GAAP MEASURES”.
SEGMENT REVIEW OF CONTRACT DRILLING SERVICES
|
|
Three months ended March 31,
|
|
|
|
|
(Stated in thousands of Canadian dollars, except where noted)
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
Revenue
|
|
|
448,065 |
|
|
|
571,922 |
|
|
|
(21.7 |
) |
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
|
251,239 |
|
|
|
318,907 |
|
|
|
(21.2 |
) |
General and administrative
|
|
|
13,707 |
|
|
|
13,317 |
|
|
|
2.9 |
|
Adjusted EBITDA (1)
|
|
|
183,119 |
|
|
|
239,698 |
|
|
|
(23.6 |
) |
Depreciation
|
|
|
103,831 |
|
|
|
92,111 |
|
|
|
12.7 |
|
Operating earnings (1)
|
|
|
79,288 |
|
|
|
147,587 |
|
|
|
(46.3 |
) |
Operating earnings as a percentage of revenue
|
|
|
17.7 |
% |
|
|
25.8 |
% |
|
|
|
|
Drilling rig revenue per utilization day in Canada
|
|
|
23,515 |
|
|
|
22,773 |
|
|
|
3.3 |
|
Drilling rig revenue per utilization day in the United States(2)(US$)
|
|
|
25,180 |
|
|
|
24,146 |
|
|
|
4.3 |
|
Drilling rig revenue per utilization day in International (US$)
|
|
|
42,969 |
|
|
|
38,930 |
|
|
|
10.4 |
|
(1) See “ADDITIONAL GAAP MEASURES”.
(2) Includes revenue from idle but contracted rig days and lump sum payouts.
|
|
Three months ended March 31,
|
|
Canadian onshore drilling statistics:(1)
|
|
2015
|
|
|
2014
|
|
|
|
Precision
|
|
|
Industry(2)
|
|
|
Precision
|
|
|
Industry(2)
|
|
Number of drilling rigs (end of period)
|
|
|
176 |
|
|
|
777 |
|
|
|
189 |
|
|
|
816 |
|
Drilling rig operating days (spud to release)
|
|
|
5,457 |
|
|
|
24,820 |
|
|
|
10,054 |
|
|
|
44,777 |
|
Drilling rig operating day utilization
|
|
|
35 |
% |
|
|
35 |
% |
|
|
59 |
% |
|
|
61 |
% |
Number of wells drilled
|
|
|
467 |
|
|
|
1,783 |
|
|
|
950 |
|
|
|
3,451 |
|
Average days per well
|
|
|
11.7 |
|
|
|
13.9 |
|
|
|
10.6 |
|
|
|
13.0 |
|
Number of metres drilled (000s)
|
|
|
1,031 |
|
|
|
4,705 |
|
|
|
1,834 |
|
|
|
7,659 |
|
Average metres per well
|
|
|
2,207 |
|
|
|
2,639 |
|
|
|
1,930 |
|
|
|
2,219 |
|
Average metres per day
|
|
|
189 |
|
|
|
190 |
|
|
|
182 |
|
|
|
171 |
|
(1) Canadian operations only.
(2) Canadian Association of Oilwell Drilling Contractors (“CAODC”), and Precision – excludes non-CAODC rigs and non-reporting CAODC members.
United States onshore drilling statistics:(1)
|
2015
|
2014
|
|
Precision
|
Industry(2)
|
Precision
|
Industry(2)
|
Average number of active land rigs
for quarters ended March 31:
|
80
|
1,353
|
94
|
1,724
|
(1) United States lower 48 operations only.
(2) Baker Hughes rig counts.
Revenue from Contract Drilling Services was $448 million this quarter, or 22% lower than the first quarter of 2014, while adjusted EBITDA decreased by 24% to $183 million. The decreases were mainly due to lower drilling rig utilization days in our Canadian and U.S. contract drilling businesses partially offset by higher average day rates in Canada and the U.S. along with higher activity in our international drilling business.
Drilling rig utilization days in Canada (drilling days plus move days) were 6,230 during the first quarter of 2015, a decrease of 45% compared to 2014 primarily resulting from the decrease in industry activity resulting from lower commodity prices. Drilling rig utilization days in the U.S. were 7,197 or 15% lower than the same quarter of 2014. The decrease in U.S. activity was primarily due to lower demand from customers and reduced industry activity. The majority of our North American activity came from oil and liquids-rich natural gas related plays. Drilling rig utilization days in our international business were 1,134 or 15% higher than the same quarter of 2014 due to contracted rigs added in Kuwait and Saudi Arabia in 2014 and the country of Georgia in the first quarter of 2015 partially offset by lower activity in Mexico.
Compared to the same quarter in 2014, drilling rig revenue per utilization day was up 4% in the U.S. while Canada was up 3% and international was up 10%. The increase in average dayrates for the U.S. was driven by improved rig mix with a higher percentage of Tier 1 rigs running and idle-but-contracted payments, partially offset by lower turnkey revenue. In Canada, the dayrate increase was the result of a change in rig mix offset by competitive pricing in some rig segments compared to the prior year quarter. The average international day rate is up as we are realizing a higher percentage of our fleet utilization from our Middle East operations.
In the U.S., 70% of utilization days were generated from rigs under term contract as compared to 61% in the first quarter of 2014. In Canada, 45% of utilization days in the quarter were generated from rigs under term contract, compared to 40% in the first quarter of 2014. Internationally 100% of utilization days were generated from rigs under term contract. At the end of the quarter, we had 49 drilling rigs under contract in Canada, 53 in the U.S. and 13 internationally.
Operating costs were 56% of revenue for the quarter, which was in-line with the prior year period. On a per utilization day basis, operating costs for the drilling rig division in Canada were higher than the prior year primarily because of fixed costs over a lower utilization base and increase in crew labour rates. In the U.S., operating costs for the quarter on a per day basis were down from the first quarter of 2014 primarily as a result of lower turnkey activity. Internationally operating costs in U.S. dollars for the quarter on a per day basis were in-line with the first quarter of 2014.
Depreciation expense in the quarter was 13% higher than in the first quarter of 2014 due to depreciation associated with new equipment.
SEGMENT REVIEW OF COMPLETION AND PRODUCTION SERVICES
|
|
Three months ended March 31,
|
|
|
|
|
(Stated in thousands of Canadian dollars, except where noted)
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
Revenue
|
|
|
66,082 |
|
|
|
103,065 |
|
|
|
(35.9 |
) |
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
|
53,977 |
|
|
|
78,984 |
|
|
|
(31.7 |
) |
General and administrative
|
|
|
5,048 |
|
|
|
4,628 |
|
|
|
9.1 |
|
Adjusted EBITDA(1)
|
|
|
7,057 |
|
|
|
19,453 |
|
|
|
(63.7 |
) |
Depreciation
|
|
|
8,758 |
|
|
|
11,428 |
|
|
|
(23.4 |
) |
Operating earnings (loss)(1)
|
|
|
(1,701 |
) |
|
|
8,025 |
|
|
|
(121.2 |
) |
Operating earnings (loss) as a percentage of revenue
|
|
|
(2.6 |
%) |
|
|
7.8 |
% |
|
|
|
|
Well servicing statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of service rigs (end of period)
|
|
|
177 |
|
|
|
222 |
|
|
|
(20.3 |
) |
Service rig operating hours
|
|
|
48,001 |
|
|
|
82,564 |
|
|
|
(41.9 |
) |
Service rig operating hour utilization
|
|
|
29.2 |
% |
|
|
41.1 |
% |
|
|
|
|
Service rig revenue per operating hour(2)
|
|
|
837 |
|
|
|
882 |
|
|
|
(5.1 |
) |
(1) See “ADDITIONAL GAAP MEASURES”.
(2) Prior year comparative has been changed to conform with the current year calculation.
Revenue from Completion and Production Services was down $37 million or 36% compared to the first quarter of 2014 due to lower activity levels in all service lines and lower average rates. In response to lower oil prices, customers curtailed spending and activity including well completion and production programs. Revenue was also negatively impacted by the sale of our U.S. coil tubing operations in the fourth quarter of last year. Well servicing activity in the first quarter was down 42% from the first quarter of 2014. Approximately 79% of our first quarter Canadian service rig activity was oil related.
During the quarter, Completion and Production Services generated 87% of its revenue from Canadian and 13% from U.S. operations.
Average service rig revenue per operating hour in the first quarter was $837 or $45 lower than the first quarter of 2014. The decrease was primarily the result of industry pricing pressure and the sale of our U.S. coil tubing assets which generally received a higher rate per hour.
Adjusted EBITDA was $7 million or $12 million lower than the first quarter of 2014 due to a decline in activity and pricing.
Operating costs as a percentage of revenue increased to 82% in the first quarter of 2015, from 77% in the first quarter of 2014. Operating costs per service rig operating hour were higher than in the first quarter of 2014 due to a combination of restructuring costs and lower activity to cover fixed costs.
Depreciation in the quarter was 23% lower than the first quarter of 2014 because of the decommissioning of assets in the fourth quarter of 2014 and the disposal of our U.S. coil tubing assets.
SEGMENT REVIEW OF CORPORATE AND OTHER
Our Corporate and Other segment provides support functions to our operating segments. The Corporate and Other segment had an adjusted EBITDA loss of $27 million for the first quarter of 2015, $5 million more than 2014 comparative period due to $2 million in restructuring costs and the impact of a weakening Canadian dollar versus the U.S. dollar.
OTHER ITEMS
Net financial charges for the quarter were $20 million, a decrease of $5 million from the first quarter of 2014. During the quarter we recognized $14 million in interest revenue related to an income tax settlement partially offset by interest expense from the issuance of US$400 million of 5.25% Senior Notes on June 3, 2014 and the effect of the weakening Canadian dollar on our U.S. dollar denominated interest. We had a foreign exchange gain of $28 million during the first quarter of 2015 due to the weakening of the Canadian dollar versus the U.S. dollar, which affected the net U.S. dollar denominated monetary position in the Canadian dollar-based companies.
Income tax expense for the quarter was $32 million compared with an expense of $9 million in the same quarter in 2014. Income tax expense is recognized based on the income tax rate expected for the full financial year multiplied by the pre-tax income of the interim reporting period.
In August 2014 the Ontario Court of Appeal ruled in favour of Precision’s wholly owned subsidiary, reversing a decision by the Ontario Superior Court of Justice in June 2013 regarding the reassessment of Ontario income tax for the subsidiary’s 2001 through 2004 taxation years. The Ontario Minister of Revenue made an application to the Supreme Court of Canada seeking leave to appeal this decision. On March 5, 2015, the Supreme Court of Canada brought the appeal process to an end and we have reflected the $55 million paid to the Ontario tax authorities in 2008, related to the reassessed taxation years, as a current receivable. Subsequent to quarter end, we received payment for this balance plus interest totaling $69 million.
LIQUIDITY AND CAPITAL RESOURCES
The oilfield services business is inherently cyclical in nature. To manage this, we focus on maintaining a strong balance sheet so we have the financial flexibility we need to continue to manage our growth and cash flow, regardless of where we are in the business cycle.
We apply a disciplined approach to managing and tracking results of our operations to keep costs down. We maintain a variable cost structure so we can be responsive to changes in demand.
Our maintenance capital expenditures are tightly governed by and highly responsive to activity levels with additional cost savings leverage provided through our internal manufacturing and supply divisions. Term contracts on expansion capital for new-build rig programs provide more certainty of future revenues and return on our capital investments.
Liquidity
In June 2014 we issued US$400 million of 5.25% Senior Notes due in 2024 in a private offering. The Notes are guaranteed on a senior unsecured basis by current and future U.S. and Canadian subsidiaries that also guarantee our revolving credit facility and certain other indebtedness.
In addition, we amended our credit agreement governing our revolving credit facility to, among other things, voluntarily reduce the size of the revolving credit facility from US$850 million to US$650 million and extend the maturity to June 3, 2019.
As at March 31, 2015 we had $2,039 million outstanding under our senior unsecured notes. The current blended cash interest cost of our debt is approximately 6.2%.
Amount
|
Availability
|
Used for
|
Maturity
|
Senior facility (secured)
|
|
|
|
US$650 million (extendible, revolving term credit facility with US$250 million accordion feature)
|
Drawn US$26 million in outstanding letters of credit
|
General corporate purposes
|
June 3, 2019
|
Operating facilities (secured)
|
|
|
$40 million
|
Undrawn, except $22 million in outstanding letters of credit
|
Letters of credit and general corporate purposes
|
|
US$15 million
|
Undrawn
|
Short term working capital requirements
|
|
Demand letter of credit facility (secured)
|
US$25 million
|
Undrawn, except US$13 million in outstanding letters of credit
|
Letters of credit
|
|
Senior notes (unsecured)
|
|
|
$200 million
|
Fully drawn
|
Debt repayment
|
March 15, 2019
|
US$650 million
|
Fully drawn
|
Debt repayment and general corporate purposes
|
November 15, 2020
|
US$400 million
|
Fully drawn
|
Capital expenditures and general corporate purposes
|
December 15, 2021
|
US$400 million
|
Fully drawn
|
Capital expenditures and general corporate purposes
|
November 15, 2024
|
Covenants
Senior Facility
The revolving term credit facility requires that we comply with certain financial covenants including leverage ratios of consolidated senior debt to earnings before interest, taxes, depreciation and amortization as defined in the agreement (Adjusted EBITDA) of less than 3:1 and consolidated total debt to Adjusted EBITDA of less than 4:1 for the most recent four consecutive fiscal quarters. During the quarter we received temporary relief for a period up to and including December 31, 2016 for the ratio of consolidated total debt to Adjusted EBITDA whereby the ratio of less than 4:1 is increased to less than 6:1. For purposes of calculating the leverage ratios, consolidated total debt includes all outstanding secured and unsecured indebtedness, while consolidated senior debt only includes secured indebtedness. EBITDA as defined in our revolving term facility agreement differs from Adjusted EBITDA as defined under Additional GAAP Measures by the exclusion of bad debt expense and certain foreign exchange amounts. As at March 31, 2015 our consolidated senior debt to EBITDA ratio was 0.1:1 while our consolidated total debt to EBITDA ratio was 2.9:1.
Under the revolving credit facility we are also required to maintain an interest to Adjusted EBITDA coverage ratio, calculated as Adjusted EBITDA to interest expense, of greater than 2.75:1 for the most recent four consecutive fiscal quarters. During the quarter we received temporary relief for a period up to and including December 31, 2016 for the interest to Adjusted EBITDA coverage ratio whereby ratio of greater than 2.75:1 is reduced to greater than 2.5:1.
In addition, the revolving credit facility contains certain covenants that place restrictions on our ability to incur or assume additional indebtedness; dispose of assets; pay dividends, share redemptions or other distributions; change its primary business; incur liens on assets; engage in transactions with affiliates; enter into mergers, consolidations or amalgamations; and enter into speculative swap agreements. At Mach 31, 2015, we were in compliance with the covenants of the revolving credit facility.
Senior Notes
The senior notes require that we comply with certain financial covenants including an interest to EBITDA coverage ratio of greater than 2.5:1 for the most recent four consecutive fiscal quarters.
In addition, the senior notes contain certain covenants that limit our ability and the ability of certain subsidiaries to incur additional indebtedness and issue preferred stock; create liens; make restricted payments (including the payment of dividends); create or permit to exist restrictions on our ability or certain subsidiaries to make certain payments and distributions; engage in amalgamations, mergers or consolidations; make certain dispositions and engage in transactions with affiliates. At March 31, 2015, we were in compliance with the covenants of our senior notes.
Hedge of investments in U.S. operations
Effective January 1, 2015 we have included the US$400 million of 5.25% Senior Notes due in 2024 as a designated hedge of our investment in our U.S. operations and now all of our U.S. dollar denominated Senior notes are designated as a hedge against our investment in our U.S. operations. To be accounted for as a hedge, the foreign currency denominated long-term debt must be designated and documented as such and must be effective at inception and on an ongoing basis. We recognize the effective amount of this hedge (net of tax) in other comprehensive income. We recognize ineffective amounts (if any) in earnings.
QUARTERLY FINANCIAL SUMMARY
(Stated in thousands of Canadian dollars, except per share amounts)
|
2014
|
2015
|
Quarters ended
|
June 30
|
September 30
|
December 31
|
March 31
|
Revenue
|
475,174
|
584,590
|
618,525
|
512,120
|
Adjusted EBITDA(1)
|
129,695
|
199,390
|
234,011
|
163,384
|
Net earnings (loss):
|
(7,174)
|
52,813
|
(114,044)
|
24,033
|
Per basic share
|
(0.02)
|
0.18
|
(0.39)
|
0.08
|
Per diluted share
|
(0.02)
|
0.18
|
(0.39)
|
0.08
|
Funds provided by operations(1)
|
97,805
|
196,217
|
172,059
|
155,186
|
Cash provided by operations
|
228,412
|
146,733
|
134,887
|
215,138
|
Dividends paid per share
|
0.06
|
0.06
|
0.07
|
0.07
|
(Stated in thousands of Canadian dollars, except per share amounts)
|
2013
|
2014
|
Quarters ended
|
June 30
|
September 30
|
December 31
|
March 31
|
Revenue
|
378,898
|
488,450
|
566,909
|
672,249
|
Adjusted EBITDA(1)
|
88,248
|
137,660
|
197,744
|
237,274
|
Net earnings:
|
473
|
29,443
|
67,921
|
101,557
|
Per basic share
|
0.00
|
0.11
|
0.24
|
0.35
|
Per diluted share
|
0.00
|
0.10
|
0.24
|
0.35
|
Funds provided by operations(1)
|
33,791
|
127,684
|
155,816
|
231,393
|
Cash provided by operations
|
182,345
|
88,341
|
94,452
|
170,127
|
Dividends paid per share
|
0.05
|
0.05
|
0.06
|
0.06
|
(1) See “ADDITIONAL GAAP MEASURES”.
ADDITIONAL GAAP MEASURES
We reference Generally Accepted Accounting Principles (GAAP) measures that are not defined terms under International Financial Reporting Standards to assess performance because we believe they provide useful supplemental information to investors.
Adjusted EBITDA
We believe that adjusted EBITDA (earnings before income taxes, financing charges, foreign exchange, and depreciation and amortization) as reported in the Consolidated Statement of Earnings is a useful measure, because it gives an indication of the results from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.
Operating Earnings
We believe that operating earnings, as reported in the Consolidated Statements of Earnings, is a useful measure because it provides an indication of the results of our principal business activities before consideration of how those activities are financed and the impact of foreign exchange and taxation.
Funds Provided by Operations
We believe that funds provided by operations, as reported in the Consolidated Statements of Cash Flow is a useful measure because it provides an indication of the funds our principal business activities generate prior to consideration of working capital, which is primarily made up of highly liquid balances.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this report, including statements that contain words such as "could", "should", "can", "anticipate", "estimate", "intend", "plan", "expect", "believe", "will", "may", "continue", "project", "potential" and similar expressions and statements relating to matters that are not historical facts constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking information and statements").
In particular, forward looking information and statements include, but are not limited to, the following:
|
·
|
our capital expenditure plans for 2015, which includes the amounts
expected to be allocated for expansion capital, sustaining and
infrastructure expenditures and upgrading existing rigs;
|
|
·
|
the expected composition of our rig fleet and its geographic
distribution following the delivery of the seven remaining contracted
new build rigs in 2015;
|
|
·
|
the payment of our declared quarterly dividend;
|
|
·
|
our strategic priorities for 2015;
|
|
·
|
our expectations regarding lower drilling activity levels and pricing
|
|
·
|
pressure on spot market rigs in North America;
|
|
·
|
our expectations regarding Tier 1 rigs remaining the preferred rigs in
|
|
·
|
the North American market and our ability to benefit from this demand
|
|
·
|
due to the enhancements we have made to our fleet;
|
|
·
|
timing on the expected delivery to and startup of an additional, new
|
|
·
|
build rig in Kuwait; and
|
|
·
|
the timing on the delivery of the remaining new build rigs under our
2015 new build program and to which customer markets they are to be delivered to.
|
These forward-looking information and statements are based on certain assumptions and analysis made by Precision in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. These include, among other things:
|
·
|
that the significant decline in oil prices will continue to pressure
customers into reducing or limiting their drilling budgets;
|
|
·
|
our currently anticipated activity levels for 2015;
|
|
·
|
the status of current negotiations with our customers and vendors;
|
|
·
|
continued demand for Tier 1 rigs;
|
|
·
|
our ability to deliver rigs to customers on a timely basis; and
|
|
·
|
the general stability of the economic and political environments in the
jurisdictions where we operate.
|
Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:
|
·
|
volatility in the price and demand for oil and natural gas;
|
|
·
|
fluctuations in the demand for contract drilling, well servicing and
ancillary oilfield services and its impact on customer spending;
|
|
·
|
the risks associated with our investments in capital assets and
|
|
·
|
shortages, delays and interruptions in the delivery of equipment,
supplies and other key inputs;
|
|
·
|
the effects of seasonal and weather conditions on operations and
|
|
·
|
the availability of qualified personnel and management;
|
|
·
|
the existence of competitive operating risks inherent in our
|
|
·
|
changes in environmental and safety rules or regulations including
increased regulatory burden on horizontal drilling and hydraulic
|
|
·
|
terrorism, social, civil and political unrest in the foreign
jurisdictions where we operate;
|
|
·
|
fluctuations in foreign exchange, interest rates and tax rates; and
|
|
·
|
other unforeseen conditions which could impact the use of services
supplied by Precision and Precision’s ability to respond to such
|
Readers are cautioned that the forgoing list of risk factors is not exhaustive. Additional information on these and other factors that could affect our business, operations or financial results are included in reports on file with applicable securities regulatory authorities, including but not limited to Precision’s Annual Information Form for the year ended December 31, 2014, which may be accessed on Precision’s SEDAR profile at www.sedar.com or under Precision’s EDGAR profile at www.sec.gov. The forward-looking information and statements contained in this news release are made as of the date hereof and Precision undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a results of new information, future events or otherwise, unless so requires by applicable securities laws.
14
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
(Stated in thousands of Canadian dollars)
|
|
March 31,
2015
|
|
|
December 31,
2014
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash
|
|
$ |
449,184 |
|
|
$ |
491,481 |
|
Accounts receivable
|
|
|
495,209 |
|
|
|
598,063 |
|
Income tax recoverable
|
|
|
55,138 |
|
|
|
55,138 |
|
Inventory
|
|
|
12,391 |
|
|
|
9,170 |
|
Total current assets
|
|
|
1,011,922 |
|
|
|
1,153,852 |
|
Non-current assets:
|
|
|
|
|
|
|
|
|
Income tax recoverable
|
|
|
3,297 |
|
|
|
3,297 |
|
Property, plant and equipment
|
|
|
4,250,719 |
|
|
|
3,928,826 |
|
Intangibles
|
|
|
4,149 |
|
|
|
3,302 |
|
Goodwill
|
|
|
222,560 |
|
|
|
219,719 |
|
Total non-current assets
|
|
|
4,480,725 |
|
|
|
4,155,144 |
|
Total assets
|
|
$ |
5,492,647 |
|
|
$ |
5,308,996 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
418,968 |
|
|
$ |
493,038 |
|
Income tax payable
|
|
|
8,467 |
|
|
|
7,184 |
|
Total current liabilities
|
|
|
427,435 |
|
|
|
500,222 |
|
Non-current liabilities:
|
|
|
|
|
|
|
|
|
Share based compensation (Note 6)
|
|
|
10,288 |
|
|
|
14,252 |
|
Provisions and other
|
|
|
17,805 |
|
|
|
14,837 |
|
Long-term debt (Note 3)
|
|
|
2,009,970 |
|
|
|
1,852,186 |
|
Deferred tax liabilities
|
|
|
533,469 |
|
|
|
486,133 |
|
Total non-current liabilities
|
|
|
2,571,532 |
|
|
|
2,367,408 |
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
Shareholders’ capital (Note 4)
|
|
|
2,315,539 |
|
|
|
2,315,539 |
|
Contributed surplus
|
|
|
32,310 |
|
|
|
31,109 |
|
Retained earnings
|
|
|
51,962 |
|
|
|
48,426 |
|
Accumulated other comprehensive income (Note 5)
|
|
|
93,869 |
|
|
|
46,292 |
|
Total shareholders’ equity
|
|
|
2,493,680 |
|
|
|
2,441,366 |
|
Total liabilities and shareholders’ equity
|
|
$ |
5,492,647 |
|
|
$ |
5,308,996 |
|
See accompanying notes to interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
|
|
Three months ended March 31,
|
|
(Stated in thousands of Canadian dollars, except per share amounts)
|
|
2015
|
|
|
2014
|
|
Revenue
|
|
$ |
512,120 |
|
|
$ |
672,249 |
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Operating
|
|
|
303,189 |
|
|
|
395,153 |
|
General and administrative
|
|
|
45,547 |
|
|
|
39,822 |
|
Earnings before income taxes, finance charges, foreign exchange and depreciation and amortization
|
|
|
163,384 |
|
|
|
237,274 |
|
Depreciation and amortization
|
|
|
116,097 |
|
|
|
105,705 |
|
Operating earnings
|
|
|
47,287 |
|
|
|
131,569 |
|
Foreign exchange
|
|
|
(28,406 |
) |
|
|
(3,629 |
) |
Finance charges (Note 7)
|
|
|
19,682 |
|
|
|
24,432 |
|
Earnings before income taxes
|
|
|
56,011 |
|
|
|
110,766 |
|
Income taxes:
|
|
|
|
|
|
|
|
|
Current
|
|
|
6,303 |
|
|
|
5,444 |
|
Deferred
|
|
|
25,675 |
|
|
|
3,765 |
|
|
|
|
31,978 |
|
|
|
9,209 |
|
Net earnings
|
|
$ |
24,033 |
|
|
$ |
101,557 |
|
Earnings per share: (Note 8)
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.08 |
|
|
$ |
0.35 |
|
Diluted
|
|
$ |
0.08 |
|
|
$ |
0.35 |
|
See accompanying notes to interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
|
|
Three months ended March 31,
|
|
(Stated in thousands of Canadian dollars)
|
|
2015
|
|
|
2014
|
|
Net earnings
|
|
$ |
24,033 |
|
|
$ |
101,557 |
|
Unrealized gain on translation of assets and liabilities of operations denominated in foreign currency
|
|
|
204,467 |
|
|
|
70,335 |
|
Foreign exchange loss on net investment hedge with U.S. denominated debt, net of tax
|
|
|
(156,890 |
) |
|
|
(43,785 |
) |
Comprehensive income
|
|
$ |
71,610 |
|
|
$ |
128,107 |
|
See accompanying notes to interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
|
|
Three months ended March 31,
|
|
(Stated in thousands of Canadian dollars)
|
|
2015
|
|
|
2014
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
Net earnings
|
|
$ |
24,033 |
|
|
$ |
101,557 |
|
Adjustments for:
|
|
|
|
|
|
|
|
|
Long-term compensation plans
|
|
|
3,407 |
|
|
|
10,311 |
|
Depreciation and amortization
|
|
|
116,097 |
|
|
|
105,705 |
|
Foreign exchange
|
|
|
(29,445 |
) |
|
|
(4,389 |
) |
Finance charges
|
|
|
19,682 |
|
|
|
24,432 |
|
Income taxes
|
|
|
31,978 |
|
|
|
9,209 |
|
Other
|
|
|
1,399 |
|
|
|
1,499 |
|
Income taxes paid
|
|
|
(5,696 |
) |
|
|
(9,031 |
) |
Income taxes recovered
|
|
|
862 |
|
|
|
12 |
|
Interest paid
|
|
|
(7,449 |
) |
|
|
(8,025 |
) |
Interest received
|
|
|
318 |
|
|
|
113 |
|
Funds provided by operations
|
|
|
155,186 |
|
|
|
231,393 |
|
Changes in non-cash working capital balances
|
|
|
59,952 |
|
|
|
(61,266 |
) |
|
|
|
215,138 |
|
|
|
170,127 |
|
Investments:
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(225,822 |
) |
|
|
(105,999 |
) |
Proceeds on sale of property, plant and equipment
|
|
|
2,876 |
|
|
|
7,257 |
|
Changes in non-cash working capital balances
|
|
|
(54,627 |
) |
|
|
(16,308 |
) |
|
|
|
(277,573 |
) |
|
|
(115,050 |
) |
Financing:
|
|
|
|
|
|
|
|
|
Repayment of long-term debt
|
|
|
– |
|
|
|
(16,728 |
) |
Debt amendment fees
|
|
|
(975 |
) |
|
|
– |
|
Dividends paid
|
|
|
(20,497 |
) |
|
|
(17,527 |
) |
Issuance of common shares on the exercise of options
|
|
|
– |
|
|
|
2,610 |
|
|
|
|
(21,472 |
) |
|
|
(31,645 |
) |
Effect of exchange rate changes on cash and cash equivalents
|
|
|
41,610 |
|
|
|
2,127 |
|
Increase (decrease) in cash and cash equivalents
|
|
|
(42,297 |
) |
|
|
25,559 |
|
Cash and cash equivalents, beginning of period
|
|
|
491,481 |
|
|
|
80,606 |
|
Cash and cash equivalents, end of period
|
|
$ |
449,184 |
|
|
$ |
106,165 |
|
See accompanying notes to interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(Stated in thousands of Canadian dollars)
|
|
Shareholders’
capital
|
|
|
Contributed
surplus
|
|
|
Accumulated
other
comprehensive income
(Note 5)
|
|
|
Retained earnings
|
|
|
Total
equity
|
|
Balance at January 1, 2015
|
|
$ |
2,315,539 |
|
|
$ |
31,109 |
|
|
$ |
46,292 |
|
|
$ |
48,426 |
|
|
$ |
2,441,366 |
|
Net earnings for the period
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
24,033 |
|
|
|
24,033 |
|
Other comprehensive income for the period
|
|
|
– |
|
|
|
– |
|
|
|
47,577 |
|
|
|
– |
|
|
|
47,577 |
|
Dividends
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(20,497 |
) |
|
|
(20,497 |
) |
Share based compensation expense (Note 6)
|
|
|
– |
|
|
|
1,201 |
|
|
|
– |
|
|
|
– |
|
|
|
1,201 |
|
Balance at March 31, 2015
|
|
$ |
2,315,539 |
|
|
$ |
32,310 |
|
|
$ |
93,869 |
|
|
$ |
51,962 |
|
|
$ |
2,493,680 |
|
(Stated in thousands of Canadian dollars)
|
|
Shareholders’
capital
|
|
|
Contributed
surplus
|
|
|
Accumulated
other
comprehensive income
(loss)
|
|
|
Retained
earnings
|
|
|
Total
equity
|
|
Balance at January 1, 2014
|
|
$ |
2,305,227 |
|
|
$ |
29,175 |
|
|
$ |
(23,475 |
) |
|
$ |
88,416 |
|
|
$ |
2,399,343 |
|
Net earnings for the period
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
101,557 |
|
|
|
101,557 |
|
Other comprehensive income for the period
|
|
|
– |
|
|
|
– |
|
|
|
26,550 |
|
|
|
– |
|
|
|
26,550 |
|
Dividends
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(17,527 |
) |
|
|
(17,527 |
) |
Share options exercised
|
|
|
3,739 |
|
|
|
(1,129 |
) |
|
|
– |
|
|
|
– |
|
|
|
2,610 |
|
Share based compensation expense (Note 6)
|
|
|
– |
|
|
|
1,395 |
|
|
|
– |
|
|
|
– |
|
|
|
1,395 |
|
Balance at March 31, 2014
|
|
$ |
2,308,966 |
|
|
$ |
29,441 |
|
|
$ |
3,075 |
|
|
$ |
172,446 |
|
|
$ |
2,513,928 |
|
See accompanying notes to interim consolidated financial statements.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Tabular amounts are stated in thousands of Canadian dollars except share numbers and per share amounts)
NOTE 1. DESCRIPTION OF BUSINESS
Precision Drilling Corporation (“Precision” or the “Corporation”) is incorporated under the laws of the Province of Alberta, Canada and is a provider of contract drilling and completion and production services primarily to oil and natural gas exploration and production companies in Canada, the United States and certain international locations. The address of the registered office is Suite 800, 525 - 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1G1.
NOTE 2. BASIS OF PRESENTATION
(a) Statement of Compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Corporation as at and for the year ended December 31, 2014.
These condensed consolidated interim financial statements were prepared using accounting policies and methods of their application consistent with those used in the preparation of the Corporation’s consolidated audited annual financial statements for the year ended December 31, 2014.
These condensed consolidated interim financial statements were approved by the Board of Directors on April 24, 2015.
(b) Seasonality
Precision has operations that are carried on in Canada which represent approximately 44% (2014 - 46%) of equipment. The timing of freeze up and spring break-up affects the ability to move equipment in and out of these areas. As a result, late March through May is traditionally Precision’s slowest time in this region. consolidated total assets as at March 31, 2015 and 42% (2014 - 54%) of consolidated revenue for the three months ended March 31, 2015. The ability to move heavy equipment in Canadian oil and natural gas fields is dependent on weather conditions. As warm weather returns in the spring, the winter's frost comes out of the ground rendering many secondary roads incapable of supporting the weight of heavy equipment until they have thoroughly dried out. The duration of this “spring break-up” has a direct impact on Precision’s activity levels. In addition, many exploration and production areas in northern Canada are accessible only in winter months when the ground is frozen hard enough to support
NOTE 3. LONG-TERM DEBT
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Secured revolving credit facility
|
|
$ |
– |
|
|
$ |
– |
|
Unsecured senior notes:
|
|
|
|
|
|
|
|
|
6.625% senior notes due 2020 (US$650 million)
|
|
|
824,395 |
|
|
|
754,065 |
|
6.5% senior notes due 2021 (US$400 million)
|
|
|
507,320 |
|
|
|
464,040 |
|
5.25% senior notes due 2024 (US$400 million)
|
|
|
507,320 |
|
|
|
464,040 |
|
6.5% senior notes due 2019
|
|
|
200,000 |
|
|
|
200,000 |
|
|
|
|
2,039,035 |
|
|
|
1,882,145 |
|
Less net unamortized debt issue costs
|
|
|
(29,065 |
) |
|
|
(29,959 |
) |
|
|
$ |
2,009,970 |
|
|
$ |
1,852,186 |
|
|
|
|
|
|
|
|
|
|
During March 2015, Precision entered into an agreement to amend certain financial covenants governing its secured revolving credit facility. This amendment among other things (i) increased the maximum consolidated total debt to Adjusted EBITDA ratio from 4.0:1.0 to 6.0:1.0 and (ii) adjusted the interest to Adjusted EBITDA coverage ratio from 2.75:1.0 to 2.5:1.0. This amendment is in place for a period up to and including December 31, 2016.
Long-term debt obligations at March 31, 2015 will mature as follows:
2019
|
|
$ |
200,000 |
|
Thereafter
|
|
|
1,839,035 |
|
|
|
$ |
2,039,035 |
|
NOTE 4. SHAREHOLDERS’ CAPITAL
Common shares
|
|
Number
|
|
|
Amount
|
|
|
|
|
|
|
|
|
Balance December 31, 2014 and March 31, 2015
|
|
|
292,819,921 |
|
|
$ |
2,315,539 |
|
NOTE 5. ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
Unrealized
Foreign Currency Translation Gains
|
|
|
Foreign Exchange Loss on Net Investment Hedge
|
|
|
Accumulated Other Comprehensive
Income
|
|
Balance, December 31, 2014
|
|
$ |
219,422 |
|
|
$ |
(173,130 |
) |
|
$ |
46,292 |
|
Other comprehensive income
|
|
|
204,467 |
|
|
|
(156,890 |
) |
|
|
47,577 |
|
Balance, March 31, 2015
|
|
$ |
423,889 |
|
|
$ |
(330,020 |
) |
|
$ |
93,869 |
|
NOTE 6. SHARE BASED COMPENSATION PLANS
Liability Classified Plans
|
|
Restricted
Share
Units(a)
|
|
|
Performance
Share Units(a)
|
|
|
Share
Appreciation
Rights(b)
|
|
|
Non-Management
Directors’
DSUs(c)
|
|
|
Total
|
|
Balance, December 31, 2014
|
|
$ |
10,584 |
|
|
$ |
13,769 |
|
|
$ |
81 |
|
|
$ |
1,989 |
|
|
$ |
26,423 |
|
Expensed during the period
|
|
|
2,659 |
|
|
|
3,073 |
|
|
|
(47 |
) |
|
|
523 |
|
|
|
6,208 |
|
Payments
|
|
|
(6,269 |
) |
|
|
(4,941 |
) |
|
|
– |
|
|
|
– |
|
|
|
(11,210 |
) |
Balance, March 31, 2015
|
|
$ |
6,974 |
|
|
$ |
11,901 |
|
|
$ |
34 |
|
|
$ |
2,512 |
|
|
$ |
21,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$ |
4,898 |
|
|
$ |
6,201 |
|
|
$ |
34 |
|
|
$ |
– |
|
|
$ |
11,133 |
|
Long-term
|
|
|
2,076 |
|
|
|
5,700 |
|
|
|
– |
|
|
|
2,512 |
|
|
|
10,288 |
|
|
|
$ |
6,974 |
|
|
$ |
11,901 |
|
|
$ |
34 |
|
|
$ |
2,512 |
|
|
$ |
21,421 |
|
(a)
|
Restricted Share Units and Performance Share Units
|
A summary of the activity under the restricted share unit (RSUs) and the performance share unit (PSUs) plans are presented below:
|
|
RSUs
Outstanding
|
|
|
PSUs
Outstanding
|
|
December 31, 2014
|
|
|
2,246,696 |
|
|
|
3,450,033 |
|
Granted
|
|
|
2,059,800 |
|
|
|
2,596,100 |
|
Issued as a result of cash dividends
|
|
|
29,924 |
|
|
|
47,855 |
|
Redeemed
|
|
|
(990,299 |
) |
|
|
(732,020 |
) |
Forfeitures
|
|
|
(127,526 |
) |
|
|
(152,550 |
) |
March 31, 2015
|
|
|
3,218,595 |
|
|
|
5,209,418 |
|
(b)
|
Share Appreciation Rights
|
A summary of the activity under the share appreciation rights plan is presented below:
|
|
Outstanding
|
|
|
Range of
Exercise Price
(US$)
|
|
|
Weighted
Average
Exercise Price
(US$)
|
|
|
Exercisable
|
|
December 31, 2014
|
|
|
443,741 |
|
|
$ |
13.26 – 17.38 |
|
|
$ |
15.32 |
|
|
|
443,741 |
|
Forfeitures
|
|
|
(100,609 |
) |
|
|
13.26 – 13.26 |
|
|
|
13.26 |
|
|
|
|
|
March 31, 2015
|
|
|
343,132 |
|
|
$ |
15.22 – 17.38 |
|
|
$ |
15.93 |
|
|
|
343,132 |
|
(c)
|
Non-Management Directors – Deferred Share Unit Plan
|
A summary of the activity under the non-management director deferred share unit plan is presented below:
|
|
Outstanding
|
December 31, 2014
|
|
278,587
|
Granted
|
|
35,256
|
Issued as a result of cash dividends
|
|
2,559
|
March 31, 2015
|
|
316,402
|
Equity Settled Plans
|
(d)
|
Non-Management Directors
|
Prior to January 1, 2012, Precision had a deferred share unit plan for non-management directors. Under the plan fully vested deferred share units were granted quarterly based upon an election by the non-management director to receive all or a portion of their compensation in deferred share units. These deferred share units are redeemable into an equal number of common shares any time after the director's retirement. A summary of the activity under this share based incentive plan is presented below:
Deferred Share Units
|
|
Outstanding
|
December 31, 2014
|
|
226,010
|
Issued as a result of cash dividends
|
|
2,054
|
March 31, 2015
|
|
228,064
|
(e) Option Plan
A summary of the activity under the option plan is presented below:
Canadian share options
|
|
Outstanding
|
|
|
Range of
Exercise Price
|
|
|
Weighted
Average
Exercise Price
|
|
|
Exercisable
|
|
December 31, 2014
|
|
|
5,154,314 |
|
|
$ |
5.22 – 14.50 |
|
|
$ |
9.43 |
|
|
|
3,185,500 |
|
Granted
|
|
|
1,447,400 |
|
|
|
7.32 – 7.32 |
|
|
|
7.32 |
|
|
|
|
|
Forfeitures
|
|
|
(256,700 |
) |
|
|
8.59 – 10.67 |
|
|
|
9.71 |
|
|
|
|
|
March 31, 2015
|
|
|
6,345,014 |
|
|
$ |
5.22 – 14.50 |
|
|
$ |
8.93 |
|
|
|
3,963,637 |
|
U.S. share options
|
|
Outstanding
|
|
|
Range of
Exercise Price
(US$)
|
|
|
Weighted
Average
Exercise Price
(US$)
|
|
|
Exercisable
|
|
December 31, 2014
|
|
|
3,405,774 |
|
|
$ |
4.95 -15.21 |
|
|
$ |
9.35 |
|
|
|
1,795,639 |
|
Granted
|
|
|
1,344,900 |
|
|
|
5.79 – 5.79 |
|
|
|
5.79 |
|
|
|
|
|
Forfeitures
|
|
|
(67,667 |
) |
|
|
8.99 – 8.99 |
|
|
|
8.99 |
|
|
|
|
|
March 31, 2015
|
|
|
4,683,007 |
|
|
$ |
4.95 – 15.21 |
|
|
$ |
8.33 |
|
|
|
2,530,077 |
|
The per option weighted average fair value of the share options granted during 2014 was $1.60 estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: average risk-free interest rate 1%, average expected life of four years, expected forfeiture rate of 5% and expected volatility of 44%. Included in net earnings for the three months ended March 31, 2015 is an expense of $1.2 million (2014 - $1.4 million).
NOTE 7. FINANCE CHARGES
|
|
Three months ended March 31,
|
|
|
|
2015
|
|
|
2014
|
|
Interest:
|
|
|
|
|
|
|
Long-term debt
|
|
$ |
32,083 |
|
|
$ |
23,575 |
|
Other
|
|
|
667 |
|
|
|
198 |
|
Income
|
|
|
(14,092 |
) |
|
|
(91 |
) |
Amortization of debt issue costs
|
|
|
1,024 |
|
|
|
750 |
|
Finance charges
|
|
$ |
19,682 |
|
|
$ |
24,432 |
|
NOTE 8. PER SHARE AMOUNTS
The following tables reconcile the net earnings and weighted average shares outstanding used in computing basic and diluted earnings per share:
|
|
Three months ended March 31,
|
|
|
|
2015
|
|
|
2014
|
|
Net earnings - basic and diluted
|
|
$ |
24,033 |
|
|
$ |
101,557 |
|
(Stated in thousands)
|
|
|
2015 |
|
|
|
2014 |
|
Weighted average shares outstanding – basic
|
|
|
292,820 |
|
|
|
292,060 |
|
Effect of stock options and other equity compensation plans
|
|
|
597 |
|
|
|
1,298 |
|
Weighted average shares outstanding – diluted
|
|
|
293,417 |
|
|
|
293,358 |
|
NOTE 9. SEGMENTED INFORMATION
The Corporation operates primarily in Canada, the United States and certain international locations, in two industry segments; Contract Drilling Services and Completion and Production Services. Contract Drilling Services includes drilling rigs, directional drilling, procurement and distribution of oilfield supplies, and manufacture, sale and repair of drilling equipment. Completion and Production Services includes service rigs, snubbing units, coil tubing services, oilfield equipment rental, camp and catering services, and wastewater treatment units.
Three months ended March 31, 2015
|
|
Contract Drilling Services
|
|
|
Completion and Production Services
|
|
|
Corporate and Other
|
|
|
Inter-Segment Eliminations
|
|
|
Total
|
|
Revenue
|
|
$ |
448,065 |
|
|
$ |
66,082 |
|
|
$ |
– |
|
|
$ |
(2,027 |
) |
|
$ |
512,120 |
|
Operating earnings
|
|
|
79,288 |
|
|
|
(1,701 |
) |
|
|
(30,300 |
) |
|
|
– |
|
|
|
47,287 |
|
Depreciation and amortization
|
|
|
103,831 |
|
|
|
8,758 |
|
|
|
3,508 |
|
|
|
– |
|
|
|
116,097 |
|
Total assets
|
|
|
4,577,606 |
|
|
|
383,412 |
|
|
|
531,629 |
|
|
|
– |
|
|
|
5,492,647 |
|
Goodwill
|
|
|
205,592 |
|
|
|
16,968 |
|
|
|
– |
|
|
|
– |
|
|
|
222,560 |
|
Capital expenditures
|
|
|
222,594 |
|
|
|
1,523 |
|
|
|
1,705 |
|
|
|
– |
|
|
|
225,822 |
|
Three months ended March 31, 2014
|
|
Contract Drilling Services
|
|
|
Completion and Production Services
|
|
|
Corporate and Other
|
|
|
Inter-Segment Eliminations
|
|
|
Total
|
|
Revenue
|
|
$ |
571,922 |
|
|
$ |
103,065 |
|
|
$ |
– |
|
|
$ |
(2,738 |
) |
|
$ |
672,249 |
|
Operating earnings
|
|
|
147,587 |
|
|
|
8,025 |
|
|
|
(24,043 |
) |
|
|
– |
|
|
|
131,569 |
|
Depreciation and amortization
|
|
|
92,111 |
|
|
|
11,428 |
|
|
|
2,166 |
|
|
|
– |
|
|
|
105,705 |
|
Total assets
|
|
|
3,991,086 |
|
|
|
613,741 |
|
|
|
132,100 |
|
|
|
– |
|
|
|
4,736,927 |
|
Goodwill
|
|
|
201,312 |
|
|
|
112,139 |
|
|
|
– |
|
|
|
– |
|
|
|
313,451 |
|
Capital expenditures
|
|
|
99,884 |
|
|
|
4,490 |
|
|
|
1,625 |
|
|
|
– |
|
|
|
105,999 |
|
The Corporation’s operations are carried on in the following geographic locations:
Three months ended March 31, 2015
|
|
Canada
|
|
|
United States
|
|
|
International
|
|
|
Inter-Segment Eliminations
|
|
|
Total
|
|
Revenue
|
|
$ |
213,946 |
|
|
$ |
244,327 |
|
|
$ |
60,506 |
|
|
$ |
(6,659 |
) |
|
$ |
512,120 |
|
Total assets
|
|
|
2,395,806 |
|
|
|
2,376,701 |
|
|
|
720,140 |
|
|
|
– |
|
|
|
5,492,647 |
|
Three months ended March 31, 2014
|
|
Canada
|
|
|
United States
|
|
|
International
|
|
|
Inter-Segment Eliminations
|
|
|
Total
|
|
Revenue
|
|
$ |
364,331 |
|
|
$ |
267,492 |
|
|
$ |
42,489 |
|
|
$ |
(2,063 |
) |
|
$ |
672,249 |
|
Total assets
|
|
|
2,171,662 |
|
|
|
2,045,075 |
|
|
|
520,190 |
|
|
|
– |
|
|
|
4,736,927 |
|
NOTE 10. FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying value of cash, accounts receivable, and accounts payable and accrued liabilities approximate their fair value due to the relatively short period to maturity of the instruments. The fair value of the unsecured senior notes at March 31, 2015 was approximately $1,897 million (December 31, 2014 - $1,668 million).
Financial assets and liabilities recorded or disclosed at fair value in the consolidated balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are based on the amount of subjectivity associated with the inputs in the fair determination and are as follows:
Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
The estimated fair value of unsecured senior notes is based on level II inputs. The fair value is estimated considering the risk free interest rates on government debt instruments of similar maturities, adjusted for estimated credit risk, industry risk and market risk premiums.
SHAREHOLDER INFORMATION
STOCK EXCHANGE LISTINGS
Shares of Precision Drilling Corporation are listed on the Toronto Stock Exchange under the trading symbol PD and on the New York Stock Exchange under the trading symbol PDS.
TRANSFER AGENT AND REGISTRAR
Computershare Trust Company of Canada
Calgary, Alberta
TRANSFER POINT
Computershare Trust Company NA
Denver, Colorado
Q1 2015 TRADING PROFILE
Toronto (TSX: PD)
High: $8.24
Low: $5.7
Close: $8.04
Volume Traded: 125,391,951
New York (NYSE: PDS)
High: US$6.62
Low: US$4.53
Close: US$6.34
Volume Traded: 245,167,900
ACCOUNT QUESTIONS
Precision’s Transfer Agent can help you with a variety of shareholder related services, including:
• change of address
• lost unit certificates
• transfer of shares to another person
• estate settlement
Computershare Trust Company of Canada
100 University Avenue
9th Floor, North Tower
Toronto, Ontario M5J 2Y1
Canada
1-800-564-6253 (toll free in Canada and the United States)
1-514-982-7555 (international direct dialing)
Email: service@computershare.com
ONLINE INFORMATION
To receive news releases by email, or to view this interim report online, please visit Precision’s website at www.precisiondrilling.com and refer to the Investor Relations section. Additional information relating to Precision, including the Annual Information Form, Annual Report and Management Information Circular has been filed with SEDAR and is available at www.sedar.com.
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CORPORATE INFORMATION
DIRECTORS
William T. Donovan
Brian J. Gibson
Allen R. Hagerman, FCA
Catherine J. Hughes
Stephen J.J. Letwin
Kevin O. Meyers
Patrick M. Murray
Kevin A. Neveu
Robert L. Phillips
OFFICERS
Kevin A. Neveu
President and Chief Executive Officer
Niels Espeland
President, International Operations
Douglas B. Evasiuk
Senior Vice President, Sales and Marketing
Veronica Foley
Vice President, Legal and Corporate Secretary
Kenneth J. Haddad
Senior Vice President, Business Development
Robert J. McNally
Executive Vice President and Chief Financial Officer
Darren J. Ruhr
Senior Vice President, Corporate Services
Gene C. Stahl
President, Drilling Operations
Douglas J. Strong
President, Completion and Production Services
AUDITORS
KPMG LLP
Calgary, Alberta
HEAD OFFICE
Suite 800, 525-8th Avenue SW
Calgary, Alberta, Canada T2P 1G1
Telephone: 403-716-4500
Facsimile: 403-264-0251
Email: info@precisiondrilling.com
www.precisiondrilling.com
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