Category: Press Releases
Precision Drilling Corporation Announces 2018 Fourth Quarter and Year End Unaudited Financial Results
CALGARY, Alberta, Feb. 14, 2019 — (Canadian dollars except as indicated)
This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For a full disclosure of the forward-looking information and statements and the risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release. This news release contains references to Adjusted EBITDA, Covenant EBITDA, Operating Earnings (Loss), Funds Provided by (Used in) Operations and Working Capital. These terms do not have standardized meanings prescribed under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures used by other companies, see “Non-GAAP Measures” later in this news release.
Precision Drilling announces 2018 fourth quarter financial results:
- Revenue of $427 million was an increase of 23% over the prior year comparative quarter.
- Net loss of $198 million ($0.68 per share) compares to a net loss of $47 million ($0.16 per share) in the fourth quarter of 2017. During the quarter we incurred goodwill impairment charges totaling $208 million that, after-tax, reduced net earnings by $199 million and net earnings per diluted share by $0.68. Excluding the impact of the goodwill impairment net earnings would have been $1 million ($0.00 per share).
- Earnings before income taxes, loss or gain on redemption and repurchase of unsecured senior notes, finance charges, foreign exchange, impairment of goodwill, impairment of property, plant and equipment and depreciation and amortization (adjusted EBITDA see “NON-GAAP MEASURES”) of $134 million was 48% higher than the fourth quarter of 2017. During the quarter we realized a transaction recovery, net of costs, of $14 million.
- Funds provided by operations (see “NON-GAAP MEASURES”) of $93 million versus $28 million in the prior year comparative quarter.
- During the fourth quarter we reduced the principal amount of our outstanding debt by US$74 million through redemptions and repurchases for a gain of $7 million. Fourth quarter ending cash balance was $97 million, up $32 million from the December 31, 2017 balance of $65 million.
- Fourth quarter capital expenditures were $30 million.
- As at December 31, 2018 we have classified 22 North American drilling rigs (18 in Canada and four in the U.S.) as assets held for sale and reported these assets at their carrying value of $20 million.
Precision’s President and CEO Kevin Neveu stated: “Precision executed on its 2018 business plan and delivered operating and financial results far exceeding our expectations. This execution was clear in all key financial and operating metrics; delivering strong rig and crew operating and safety performance, diligent variable and fixed cost control, growth in U.S. market share and forging the path to commercializing our technology initiatives, all while strictly controlling our capital spending. Precision’s execution in 2018 resulted in better than expected cash flow, allowing us to accelerate our debt repayment plan well beyond our stated target range for the year, retiring $174 million of debt in 2018.”
“In the fourth quarter, strong demand for our Super Series rigs and firm pricing in the U.S. combined with aggressive cost management in our Canadian businesses drove better than expected financial results. We enter 2019 with liquidity of over $800 million and remain firmly committed to our deleveraging plan, recently increasing our longer-term debt reduction target range by $100 million to $400 million to $600 million by the end of 2021.”
“While customer sentiment has recently improved with firming WTI pricing, the extreme volatility and widened Canadian differentials experienced during the fourth quarter weighed heavily on our customers’ planning as we entered 2019. We see the effects sharply in Canada as winter drilling activity is trending down 30% from last winter. In Canada, currently we have 58 rigs operating and do not expect activity to strengthen until the second half of the year as oil inventories decline and takeaway capacity improves. Canadian differentials have narrowed substantially following the Government of Alberta’s mandatory production curtailment program driving improved cash flows for many of our customers and potentially strengthening the outlook for later in the year. Despite near-term softness, our Canadian business is well positioned to generate strong cash flow through leveraging our scale with unmatched rig fleet quality and Precision’s High Performance operations.”
“In the U.S. we have 81 rigs operating, 16 more than this time last year representing 25% year-over-year growth. While our U.S. activity is steady, our customers are still cautiously assessing 2019 spending plans. Precision has signed eight term contracts year-to-date, in addition to 11 in the fourth quarter of 2018, indicative of continued strength in high spec rig demand. Over the last year we have increased our AC Super Triple 1500 rig fleet in the U.S. by five, including two rigs redeployed from Canada and three new builds largely assembled from spare components and vendor credits. Additionally, we completed 31 rig upgrades including pad-walking systems, third mud pump additions and Process Automation Control upgrades. All cash deployed to mobilize, build new and upgrade rigs was backed with take or pay customer contracts at leading edge rates and we managed these U.S. fleet enhancements with relatively modest capital spending.”
“Currently we have eight rigs operating in the Middle East all performing exceedingly well. In Saudi Arabia we expect to sign long-term contracts on the two rigs currently up for renewal by the end of the quarter, and in Kuwait we are on time and on budget to deploy a sixth new build rig in June. By mid-year we expect to have nine rigs operating in the Middle East, all under long-term contracts providing stable cash flow visibility.”
“Precision’s technology strategy displayed significant progress throughout 2018, with 33 Process Automation Control systems installed, 31 of which are active in the field. During the year, we were able to demonstrate to our customers our system’s ability to deliver consistent and repeatable, high-quality results while improving safety, performance and operational efficiency. Going into 2019, our priorities revolve around further commercialization of the Process Automation Control platform, PD-Apps and PD-Analytics as Precision remains a leader in advanced rig technology offerings.”
“Precision remains focused on the things in which it can control, namely, allocating free cash flow toward debt repayment, capital discipline, cost management and operational excellence. Commodity price volatility is likely to persist throughout 2019; however, we believe we are well-positioned across each of our geographies to manage our business and create value for our customers and investors,” concluded Mr. Neveu.
SELECT FINANCIAL AND OPERATING INFORMATION
Adjusted EBITDA and funds provided by operations are Non-GAAP measures. See “NON-GAAP MEASURES”.
Financial Highlights
Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
(Stated in thousands of Canadian dollars, except per share amounts) | 2018 | 2017 | % Change | 2018 | 2017 | % Change | |||||||||||||||||
Revenue | 427,010 | 347,187 | 23.0 | 1,541,189 | 1,321,224 | 16.6 | |||||||||||||||||
Adjusted EBITDA(1) | 134,492 | 90,914 | 47.9 | 375,131 | 304,981 | 23.0 | |||||||||||||||||
Net loss | (198,328 | ) | (47,005 | ) | 321.9 | (294,270 | ) | (132,036 | ) | 122.9 | |||||||||||||
Cash provided by operations | 93,489 | 23,289 | 301.4 | 293,334 | 116,555 | 151.7 | |||||||||||||||||
Funds provided by operations(1) | 92,595 | 28,323 | 226.9 | 311,214 | 183,935 | 69.2 | |||||||||||||||||
Capital spending: | |||||||||||||||||||||||
Expansion | 9,064 | 966 | 838.3 | 35,444 | 11,946 | 196.7 | |||||||||||||||||
Upgrade | 2,402 | 2,984 | (19.5 | ) | 30,757 | 37,086 | (17.1 | ) | |||||||||||||||
Maintenance and infrastructure | 18,128 | 13,553 | 33.8 | 48,375 | 25,791 | 87.6 | |||||||||||||||||
Intangibles | 687 | 7,452 | (90.8 | ) | 11,567 | 23,179 | (50.1 | ) | |||||||||||||||
Proceeds on sale | (12,020 | ) | (4,787 | ) | 151.1 | (24,457 | ) | (14,841 | ) | 64.8 | |||||||||||||
Net capital spending | 18,261 | 20,168 | (9.5 | ) | 101,686 | 83,161 | 22.3 | ||||||||||||||||
Net loss per share: | |||||||||||||||||||||||
Basic and diluted | (0.68 | ) | (0.16 | ) | 325.0 | (1.00 | ) | (0.45 | ) | 122.2 | |||||||||||||
(1) See “NON-GAAP MEASURES”. | |||||||||||||||||||||||
Operating Highlights | |||||||||||||||||||||||
Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
2018 | 2017 | % Change | 2018 | 2017 | % Change | ||||||||||||||||||
Contract drilling rig fleet | 236 | 256 | (7.8 | ) | 236 | 256 | (7.8 | ) | |||||||||||||||
Drilling rig utilization days: | |||||||||||||||||||||||
Canada | 4,517 | 4,983 | (9.4 | ) | 18,617 | 18,883 | (1.4 | ) | |||||||||||||||
U.S. | 7,318 | 5,365 | 36.4 | 26,714 | 20,479 | 30.4 | |||||||||||||||||
International | 736 | 736 | – | 2,920 | 2,920 | – | |||||||||||||||||
Revenue per utilization day: | |||||||||||||||||||||||
Canada(1) (Cdn$) | 22,802 | 23,457 | (2.8 | ) | 21,644 | 21,143 | 2.4 | ||||||||||||||||
U.S.(2) (US$) | 23,369 | 20,226 | 15.5 | 21,864 | 19,861 | 10.1 | |||||||||||||||||
International (US$) | 51,982 | 50,319 | 3.3 | 50,469 | 50,240 | 0.5 | |||||||||||||||||
Operating cost per utilization day: | |||||||||||||||||||||||
Canada (Cdn$) | 15,115 | 13,544 | 11.6 | 14,493 | 13,140 | 10.3 | |||||||||||||||||
U.S. (US$) | 15,042 | 13,647 | 10.2 | 14,337 | 13,846 | 3.5 | |||||||||||||||||
Service rig fleet | 210 | 210 | – | 210 | 210 | – | |||||||||||||||||
Service rig operating hours | 35,773 | 44,325 | (19.3 | ) | 157,467 | 172,848 | (8.9 | ) | |||||||||||||||
Revenue per operating hour (Cdn$) | 753 | 644 | 16.9 | 709 | 637 | 11.3 | |||||||||||||||||
(1) Includes lump sum revenue from contract shortfall. | |||||||||||||||||||||||
(2) Includes revenue from idle but contracted rig days. | |||||||||||||||||||||||
Financial Position | ||||
(Stated in thousands of Canadian dollars, except ratios) | December 31, 2018 | December 31, 2017 | ||
Working capital(1) | 240,539 | 232,121 | ||
Cash | 96,626 | 65,081 | ||
Long-term debt(2) | 1,706,253 | 1,730,437 | ||
Total long-term financial liabilities | 1,723,350 | 1,754,059 | ||
Total assets | 3,636,043 | 3,892,931 | ||
Long-term debt to long-term debt plus equity ratio | 0.52 | 0.49 | ||
(1) See “NON-GAAP MEASURES”. | ||||
(2) Net of unamortized debt issue costs. | ||||
Summary for the three months ended December 31, 2018:
- Revenue this quarter was $427 million which is 23% higher than the fourth quarter of 2017. The increase in revenue is primarily the result of higher activity and higher average day rates in our U.S. contract drilling business. Compared with the fourth quarter of 2017 our activity for the quarter, as measured by drilling rig utilization days increased 36% in the U.S., decreased 9% in Canada and remained constant internationally. Revenue from our Contract Drilling Services segment increased over the comparative prior year period by 27% while revenue in our Completion and Production Services segment was down 10%.
- Adjusted EBITDA (see “NON-GAAP MEASURES”) of $134 million this quarter is an increase of $44 million from the fourth quarter of 2017. Our adjusted EBITDA as a percentage of revenue was 31%, compared with 26% in the comparative quarter of 2017. Adjusted EBITDA was positively impacted by higher activity and day rates in the U.S., the receipt of a transaction fee and lower share-based incentive compensation partially offset by lower activity in our Canadian contract drilling operations versus the comparative prior year period. Total share-based incentive compensation recorded in the quarter was a recovery of $12 million compared to a recovery of $0.4 million in the fourth quarter of 2017. See discussion on share-based incentive compensation under “Other Items” later in this release for additional details.
- Operating earnings (see “NON-GAAP MEASURES”) were $35 million compared with an operating loss of $19 million in the fourth quarter of 2017. In addition to the operating items impacting Adjusted EBITDA (see “NON-GAAP MEASURES”) we realized increased depreciation in our Contract Drilling segment from a review and subsequent accelerated depreciation of a portion of our spare equipment in 2018.
- General and administrative expenses this quarter were $21 million, $1 million lower than the fourth quarter of 2017. The decrease is due to lower share-based incentive compensation expense tied to the price of our common shares (see “Other Items” later in this release) partially offset by a weakening of the Canadian dollar on our U.S. dollar denominated costs.
- During the quarter we terminated an arrangement agreement to acquire an oil and gas drilling contractor. Subsequent to the termination a transaction fee was paid to us which, net of transaction costs, amounted to $14 million.
- Under International Financial Reporting Standards, we are required to assess the carrying value of our assets in cash generating units containing goodwill annually. Due to the decrease in oil and natural gas well drilling in Canada and the outlook for activity in Canada and in our directional drilling division in the U.S., we recognized a $208 million goodwill impairment charge in the quarter. The charge represents the full amount of goodwill attributable to our Canadian contract drilling operations and our U.S. directional drilling operations.
- Net finance charges were $32 million, a decrease of $6 million compared with the fourth quarter of 2017, primarily due to a reduction in interest expense related to debt retired in 2017 and 2018 partially offset by the weakening of the Canadian dollar on our U.S. dollar denominated interest.
- During the quarter we redeemed US$30 million of our 6.5% unsecured senior notes due 2021 and repurchased and cancelled US$44 million principal amount of our 5.25% unsecured senior notes due 2024 resulting in a net gain of $7 million.
- In Canada, average revenue per utilization day for contract drilling rigs was $22,802 compared to $23,457 in the fourth quarter of 2017. Overall, shortfall payments received in the prior year comparative quarter were partially offset by higher spot market day rates and higher expenses recovered through the day rate in the current quarter. During the quarter, we recognized shortfall payments in revenue of $1 million compared with $13 million in the prior year comparative period. Excluding the impact of shortfall payments, average day rates were up 8%, or $1,601. Revenue per utilization day in the U.S. increased in the fourth quarter of 2018 to US$23,369 from US$20,226 in the prior year fourth quarter. The increase in the U.S. revenue rate was the result of higher day rates and turnkey revenue compared with the prior year quarter and higher expenses recovered through the day rate. During the quarter, we had turnkey revenue of US$11 million compared with US$3 million in the 2017 comparative period and revenue from idle but contracted rigs of US$0.3 million compared with US$1 million in the prior year comparative period. Excluding the impact of turnkey and idle but contracted rig revenue, average day rates were up 13%, or US$2,428. On a sequential basis, revenue per utilization day excluding revenue from turnkey and idle but contracted rigs increased by US$521 compared with the third quarter of 2018 due to higher average day rates.
- Average operating costs per utilization day for drilling rigs in Canada increased to $15,115 compared with the prior year fourth quarter of $13,544. The increase in average costs was due to timing of equipment certification and maintenance costs and higher expenses recovered through the day rate. On a sequential basis, operating costs per day increased by $951 compared to the third quarter of 2018 due to the timing of certification costs. In the U.S., operating costs for the quarter on a per day basis increased to US$15,042 compared with US$13,647 in 2017 due to higher expenses recovered through the day rate and higher turnkey activity. On a sequential basis, operating costs per day increased by US$891 compared to the third quarter of 2018 due to higher turnkey activity in the current quarter partially offset by fewer rig activations.
- We realized revenue from international contract drilling of US$38 million in the fourth quarter of 2018, US$1 million higher than the prior year period. Average revenue per utilization day in our international contract drilling business was US$51,982, up 3% when compared with the prior year quarter.
- Directional drilling services realized revenue of $9 million in the fourth quarter of 2018 compared with $4 million in the prior year period.
- Funds provided by operations (see “NON-GAAP MEASURES”) in the fourth quarter of 2018 were $93 million, an increase of $65 million from the prior year comparative quarter. The increase was primarily the result of improved operating results and the timing of interest payments and tax refunds.
- Capital expenditures were $30 million in the fourth quarter, a decrease of $5 million over the same period in 2017. Capital spending for the quarter included $11 million for upgrade and expansion capital, $18 million for the maintenance of existing assets and infrastructure spending and $1 million for intangibles.
Summary for the year ended December 31, 2018:
- Revenue for 2018 was $1,541 million, an increase of 17% from 2017.
- Operating earnings (see “NON-GAAP MEASURES”) were $9 million compared with an operating loss of $88 million in 2017. Operating earnings were 1% of revenue in 2018 compared with an operating loss of 7% of revenue in 2017. Operating results this year were positively impacted by higher activity and day rates in the U.S., the receipt of a transaction fee paid to us and lower share-based incentive compensation partially offset by lower shortfall payments received in our Canadian contract drilling operations. Total share-based incentive compensation recorded in the year was an expense of $16 million compared to an expense of $2 million in 2017. See discussion on share-based incentive compensation under “Other Items” later in this release for additional details.
- General and administrative costs were $112 million, an increase of $22 million from 2017. The increase was due to higher share-based incentive compensation that is tied to the price of our common shares (see “Other Items” later in this release).
- Net finance charges were $127 million, a decrease of $11 million from 2017 primarily due to a reduction in interest expense related to debt retired in 2017 and mid-2018 and the effect of a stronger Canadian dollar on our U.S. dollar denominated interest expense partially offset by higher interest income earned in the comparative period.
- During the year we redeemed US$80 million and repurchased and cancelled US$3 million of our 6.5% unsecured senior notes due 2021 and repurchased and cancelled US$49 million principal amount of our 5.25% unsecured senior notes due 2024 resulting in a net gain of $6 million.
- Funds provided by operations (see “NON-GAAP MEASURES”) in 2018 were $311 million, an increase of $127 million from the prior year comparative period. The increase was primarily the result of improved operating earnings and the timing of tax refunds.
- Capital expenditures for the purchase of property, plant and equipment were $126 million for 2018, an increase of $28 million over the same period in 2017. Capital spending for 2018 included $66 million for upgrade and expansion capital, $48 million for the maintenance of existing assets and infrastructure and $12 million for intangibles related to a new ERP system.
STRATEGY
Precision’s strategic priorities for 2018 were as follows:
- Reduce debt by generating free cash flow while continuing to fund only the most attractive investment opportunities – we generated $311 million in funds provided by operations (see “NON-GAAP MEASURES”) in 2018, representing a $127 million increase over the prior year. Utilizing cash generated in 2018, we reduced debt by $174 million through a partial redemption of our 2021 unsecured senior notes and open market debt repurchases of our 2021 and 2024 notes, exceeding our targeted debt reduction goal of $75 million to $125 million. In addition, we ended the fourth quarter with $97 million of cash on the balance sheet. In 2018 we continued to invest in our fleet adding two new build drilling rigs in the U.S., completing 31 rig upgrades, and commenced the build of our sixth Kuwait rig, all of which were backed by long-term contracts and within a constrained expansion and upgrade capital spend of approximately $66 million.
- Reinforce Precision’s High Performance competitive advantage by deploying Process Automation Controls (PAC), Directional Guidance Systems (DGS) and Drilling Performance Apps (Apps) on a wide scale basis – in 2018 we drilled 119 wells using our DGS compared to 58 wells in 2017. We have 31 rigs currently running in the field with PAC and have drilled approximately 365 wells with this technology in 2018 compared to 154 in 2017. Earlier this year we also equipped our training rigs in Nisku and Houston with PAC technology. We are deploying revenue generating Apps on several rigs and currently have over 15 Apps in varying stages of commercial development showcasing the open platform of our PAC system. Several Apps are customer-built and supported by Precision’s PAC platform with specific hosting agreements in place.
- Enhance financial performance through higher utilization and improved operating margins – in 2018 overall utilization days are 14% higher than in 2017 while average operating margins (revenue less operating costs) are up 25% and 4% in our U.S. and Canadian contract drilling businesses, respectively.
Precision’s strategic priorities for 2019 are as follows:
- Generate strong free cash flow and utilize $100 million to $150 million to reduce debt in 2019. We have increased our long-term debt reduction targets to $400 million to $600 million by year-end 2021 (inclusive of 2018 debt repayments).
- Maximize financial results by leveraging our High Performance, High Value Super Series rig fleet and scale with disciplined cost management.
- Full scale commercialization and implementation of our Process Automation Control platform, PD-Apps and PD-Analytics.
OUTLOOK
For the fourth quarter of 2018, the average West Texas Intermediate (WTI) price of oil was 6% higher than the prior year comparative period while the average Henry Hub gas price was 33% higher and the average AECO price was 11% lower.
Three months ended December 31, | Year ended December 31, | |||||
2018 | 2017 | 2018 | 2017 | |||
Average oil and natural gas prices | ||||||
Oil | ||||||
West Texas Intermediate (per barrel) (US$) | 58.89 | 55.45 | 64.88 | 50.95 | ||
Natural gas | ||||||
Canada | ||||||
AECO (per MMBtu) (CDN$) | 1.49 | 1.67 | 1.49 | 2.16 | ||
United States | ||||||
Henry Hub (per MMBtu) (US$) | 3.81 | 2.86 | 3.12 | 2.98 | ||
Contracts
During 2018 we entered into 54 term contracts. The following chart outlines the average number of drilling rigs by quarter that we had under contract for 2018 and 2019 as of February 13, 2019.
Average for the quarter ended 2018 | Average for the quarter ended 2019 | |||||||||
Mar. 31 | June 30 | Sept. 30 | Dec. 31 | Mar. 31 | June 30 | Sept. 30 | Dec. 31 | |||
Average rigs under term contract as of February 13, 2019: |
||||||||||
Canada | 8 | 9 | 9 | 11 | 8 | 6 | 6 | 5 | ||
U.S. | 36 | 48 | 50 | 51 | 55 | 44 | 31 | 21 | ||
International | 8 | 8 | 8 | 8 | 8 | 5 | 5 | 5 | ||
Total | 52 | 65 | 67 | 70 | 71 | 54 | 42 | 31 | ||
(1) As of February 13, 2019. | ||||||||||
The following chart outlines the average number of drilling rigs that we had under contract for 2018 and the average number of rigs we have under contract for 2019 and 2020 as of February 13, 2019.
Average for the year ended | |||
2018 | 2019 | 2020 | |
Average rigs under term contract as of February 13, 2019: |
|||
Canada | 9 | 6 | 2 |
U.S. | 46 | 38 | 8 |
International | 8 | 6 | 4 |
Total | 63 | 50 | 14 |
(1) As of February 13, 2019. | |||
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
The following chart outlines the average number of drilling rigs that we had working or moving by quarter for the periods noted.
Average for the quarter ended 2017 | Average for the quarter ended 2018 | |||||||||
Mar. 31 | June 30 | Sept. 30 | Dec. 31 | Mar. 31 | June 30 | Sept. 30 | Dec. 31 | |||
Average Precision active rig count: | ||||||||||
Canada | 76 | 29 | 49 | 54 | 72 | 31 | 52 | 49 | ||
U.S. | 47 | 59 | 61 | 58 | 64 | 72 | 76 | 80 | ||
International | 8 | 8 | 8 | 8 | 8 | 8 | 8 | 8 | ||
Total | 131 | 96 | 118 | 120 | 144 | 111 | 136 | 137 | ||
To start 2019, drilling activity has increased relative to this time last year in U.S. and decreased in Canada. According to industry sources, as of February 8, 2019, the U.S. active land drilling rig count was up approximately 7% from the same point last year while the Canadian active land drilling rig count was down approximately 26%. To date in 2019, approximately 60% of the Canadian industry’s active rigs and 81% of the U.S. industry’s active rigs are drilling for oil targets, compared with 66% for Canada and 80% for the U.S. at the same time last year.
Industry Conditions
We expect Tier 1 rigs to remain the preferred rigs of customers globally. The economic value created by the significant drilling and mobility efficiencies delivered by the most advanced XY pad-walking rigs has been highlighted and widely accepted by our customers. The trend to longer-reach horizontal completions and importance of the rig delivering these complex wells consistently and efficiently has been well established by the industry. We expect demand for leading edge high efficiency Tier 1 rigs will continue to strengthen, as drilling rig capability has been a key economic facilitator of horizontal/unconventional resource exploitation. Development and field application of drilling equipment process automation coupled with closed loop drilling controls and de-manning of rigs will continue this technical evolution while creating further cost efficiencies and performance value for customers.
Capital Spending
Capital spending in 2019 is expected to be $169 million and includes $53 million for sustaining and infrastructure and $116 million for upgrade and expansion, approximately $68 million of which relates to the completion of our sixth new build rig in Kuwait. We expect that the $169 million will be split $161 million in the Contract Drilling Services segment, $6 million in the Completion and Production Services segment and $2 million to the Corporate segment.
SEGMENTED FINANCIAL RESULTS
Precision’s operations are reported in two segments: Contract Drilling Services, which includes the drilling rig, directional drilling, oilfield supply and manufacturing divisions; and Completion and Production Services, which includes the service rig, snubbing, rental, camp and catering and wastewater treatment divisions.
Three months ended December 31, | Year ended December 31, | |||||||||||
(Stated in thousands of Canadian dollars) | 2018 | 2017 | % Change | 2018 | 2017 | % Change | ||||||
Revenue: | ||||||||||||
Contract Drilling Services | 391,843 | 308,973 | 26.8 | 1,396,492 | 1,173,930 | 19.0 | ||||||
Completion and Production Services | 36,715 | 40,600 | (9.6 | ) | 150,760 | 154,146 | (2.2 | ) | ||||
Inter-segment eliminations | (1,548 | ) | (2,386 | ) | (35.1 | ) | (6,063 | ) | (6,852 | ) | (11.5 | ) |
427,010 | 347,187 | 23.0 | 1,541,189 | 1,321,224 | 16.6 | |||||||
Adjusted EBITDA:(1) | ||||||||||||
Contract Drilling Services | 122,131 | 100,280 | 21.8 | 412,134 | 342,970 | 20.2 | ||||||
Completion and Production Services | 7,011 | 2,714 | 158.3 | 14,881 | 11,888 | 25.2 | ||||||
Corporate and Other | 5,350 | (12,080 | ) | (144.3 | ) | (51,884 | ) | (49,877 | ) | 4.0 | ||
134,492 | 90,914 | 47.9 | 375,131 | 304,981 | 23.0 | |||||||
(1) See “NON-GAAP MEASURES”. | ||||||||||||
SEGMENT REVIEW OF CONTRACT DRILLING SERVICES
Three months ended December 31, | Year ended December 31, | |||||||||||
(Stated in thousands of Canadian dollars, except where noted) | 2018 | 2017 | % Change | 2018 | 2017 | % Change | ||||||
Revenue | 391,843 | 308,973 | 26.8 | 1,396,492 | 1,173,930 | 19.0 | ||||||
Expenses: | ||||||||||||
Operating | 258,255 | 200,615 | 28.7 | 945,203 | 798,655 | 18.3 | ||||||
General and administrative | 11,457 | 8,078 | 41.8 | 39,155 | 32,305 | 21.2 | ||||||
Adjusted EBITDA(1) | 122,131 | 100,280 | 21.8 | 412,134 | 342,970 | 20.2 | ||||||
Depreciation | 95,934 | 82,680 | 16.0 | 334,555 | 334,587 | (0.0 | ) | |||||
Impairment of property, plant and equipment | – | 15,313 | (100.0 | ) | – | 15,313 | (100.0 | ) | ||||
Operating earnings (loss)(1) | 26,197 | 2,287 | 1,045.5 | 77,579 | (6,930 | ) | (1,219.5 | ) | ||||
Operating earnings (loss)(1) as a percentage of revenue | 6.7 | % | 0.7 | % | 5.6 | % | (0.6 | )% | ||||
(1) See “NON-GAAP MEASURES”. |
Three months ended December 31, | ||||||||
Canadian onshore drilling statistics:(1) | 2018 | 2017 | ||||||
Precision | Industry(2) | Precision | Industry(2) | |||||
Number of drilling rigs (end of period) | 117 | 574 | 136 | 627 | ||||
Drilling rig operating days (spud to release) | 4,020 | 15,235 | 4,298 | 16,249 | ||||
Drilling rig operating day utilization | 33 | % | 28 | % | 35 | % | 29 | % |
Number of wells drilled | 401 | 1,602 | 447 | 1,674 | ||||
Average days per well | 10.0 | 9.5 | 9.6 | 9.7 | ||||
Number of metres drilled (000s) | 1,153 | 4,609 | 1,245 | 4,780 | ||||
Average metres per well | 2,874 | 2,877 | 2,786 | 2,855 | ||||
Average metres per day | 287 | 303 | 290 | 294 |
Year ended December 31, | ||||||||
Canadian onshore drilling statistics:(1) | 2018 | 2017 | ||||||
Precision | Industry(2) | Precision | Industry(2) | |||||
Number of drilling rigs (end of period) | 117 | 574 | 136 | 627 | ||||
Drilling rig operating days (spud to release) | 16,479 | 64,491 | 16,696 | 66,138 | ||||
Drilling rig operating day utilization | 34 | % | 29 | % | 34 | % | 29 | % |
Number of wells drilled | 1,663 | 6,781 | 1,729 | 6,929 | ||||
Average days per well | 9.9 | 9.5 | 9.7 | 9.5 | ||||
Number of metres drilled (000s) | 4,694 | 19,313 | 4,597 | 19,047 | ||||
Average metres per well | 2,823 | 2,848 | 2,659 | 2,737 | ||||
Average metres per day | 285 | 299 | 275 | 288 | ||||
(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) | 2018 | 2017 | |||
Precision | Industry(2) | Precision | Industry(2) | ||
Average number of active land rigs for quarters ended: | |||||
March 31 | 64 | 951 | 47 | 722 | |
June 30 | 72 | 1,021 | 59 | 874 | |
September 30 | 76 | 1,032 | 61 | 927 | |
December 31 | 80 | 1,050 | 58 | 902 | |
Year to date average | 73 | 1,014 | 56 | 856 | |
(1) United States lower 48 operations only. | |||||
(2) Baker Hughes rig counts. |
Revenue from Contract Drilling Services was $392 million this quarter, or 27% higher than the fourth quarter of 2017, while adjusted EBITDA (see “NON-GAAP MEASURES”) increased by 22% to $122 million. The increase in revenue was primarily due to higher utilization days as well as higher spot market rates in the U.S. During the quarter we recognized $1 million in shortfall payments in our Canadian contract drilling business compared with $13 million in the prior year comparative period. In the U.S. we recognized turnkey revenue of US$11 million compared with US$3 million in the comparative period and we recognized US$0.3 million in idle but contracted rig revenue compared with US$1 million in the comparative quarter of 2017.
Drilling rig utilization days in Canada (drilling days plus move days) were 4,517 during the fourth quarter of 2018, a decrease of 9% compared to 2017 primarily due to decreased industry activity brought on by lower commodity prices and takeaway capacity challenges in Canada. Drilling rig utilization days in the U.S. were 7,318, or 36% higher than the same quarter of 2017 as our U.S. activity was up with higher industry activity. Drilling rig utilization days in our international business were 736, in-line with the same quarter of 2017.
Compared with the same quarter in 2017, drilling rig revenue per utilization day in Canada decreased 3% as lower shortfall revenue in the current quarter was partially offset by increases in spot market rates and higher expenses recovered through the day rate compared with the prior period. Drilling rig revenue per utilization day for the quarter in the U.S. was up 16% compared to the prior year as we realized higher average day rates and turnkey revenue. International revenue per utilization day for the quarter was up by 3% compared with the prior year comparative period due to fewer rig moves.
In Canada, 15% of our utilization days in the quarter were generated from rigs under term contract, compared with 13% in the fourth quarter of 2017. In the U.S., 62% of utilization days were generated from rigs under term contract as compared with 55% in the fourth quarter of 2017.
Operating costs were 66% of revenue for the quarter, one percentage point higher than 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 period due to timing of equipment certification and equipment maintenance costs and higher expenses recovered through the day rate. In the U.S., operating costs for the quarter on a per day basis were higher than the prior year period primarily due to expenses recovered through the day rate and higher turnkey activity.
Depreciation expense in the quarter was $13 million higher than the prior year comparative period due to the recognition of accelerated depreciation on excess spare equipment.
SEGMENT REVIEW OF COMPLETION AND PRODUCTION SERVICES
Three months ended December 31, | Year ended December 31, | |||||||||||
(Stated in thousands of Canadian dollars, except where noted) | 2018 | 2017 | % Change | 2018 | 2017 | % Change | ||||||
Revenue | 36,715 | 40,600 | (9.6 | ) | 150,760 | 154,146 | (2.2 | ) | ||||
Expenses: | ||||||||||||
Operating | 28,515 | 35,595 | (19.9 | ) | 128,731 | 134,368 | (4.2 | ) | ||||
General and administrative | 1,189 | 2,291 | (48.1 | ) | 7,148 | 7,890 | (9.4 | ) | ||||
Adjusted EBITDA(1) | 7,011 | 2,714 | 158.3 | 14,881 | 11,888 | 25.2 | ||||||
Depreciation | 5,351 | 8,410 | (36.4 | ) | 23,879 | 29,638 | (19.4 | ) | ||||
Operating earnings (loss)(1) | 1,660 | (5,696 | ) | (129.1 | ) | (8,998 | ) | (17,750 | ) | (49.3 | ) | |
Operating earnings (loss)(1) as a percentage of revenue | 4.5 | % | (14.0 | )% | (6.0 | )% | (11.5 | )% | ||||
Well servicing statistics: | ||||||||||||
Number of service rigs (end of period) | 210 | 210 | – | 210 | 210 | – | ||||||
Service rig operating hours | 35,773 | 44,325 | (19.3 | ) | 157,467 | 172,848 | (8.9 | ) | ||||
Service rig operating hour utilization | 19 | % | 23 | % | 21 | % | 23 | % | ||||
Service rig revenue per operating hour | 753 | 644 | 16.9 | 709 | 637 | 11.3 | ||||||
(1) See “NON-GAAP MEASURES”. |
Revenue from Completion and Production Services was down $4 million or 10% compared with the fourth quarter of 2017 due to lower activity in our Canadian businesses. Our service rig operating hours in the quarter were down 19% from the fourth quarter of 2017 while rates increased an average of 17%. Approximately 81% of our fourth quarter Canadian service rig activity was oil related.
During the quarter, Completion and Production Services generated 90% of its revenue from Canadian operations and 10% from U.S. operations compared with the fourth quarter of 2017 where 92% of revenue was generated in Canada and 8% in the U.S.
Average service rig revenue per operating hour in the quarter was $753 or $109 higher than the fourth quarter of 2017. The increase was primarily the result of increased costs passed through to the customer and rig mix.
Adjusted EBITDA (see “NON-GAAP MEASURES”) was higher than the fourth quarter of 2017 primarily because of higher average rates and improved cost structure, partially offset by lower activity.
Operating costs as a percentage of revenue was 78% compared with the prior year comparative quarter of 88%.
Depreciation expense in the quarter was $3 million lower than the prior year comparative period due to the recognition of gains on disposal of capital assets in the current year compared with losses on disposal in the prior year.
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 (see “NON-GAAP MEASURES”) of $5 million, a $17 million increase compared with the fourth quarter of 2017 primarily due to lower share-based incentive compensation and the receipt of the transaction termination fee partially offset by costs associated with our unsuccessful arrangement agreement.
OTHER ITEMS
Share-based Incentive Compensation Plans
We have several cash-settled share-based incentive plans for non-management directors, officers, and other eligible employees. The fair values of the amounts payable under these plans are recognized as an expense with a corresponding increase in liabilities over the period that the participant becomes entitled to payment. The recorded liability is re-established at the end of each reporting period until settlement with the resultant change to fair value of the liability recognized in net earnings (loss) for the period.
We also have two equity-settled share-based incentive plans. Under the Executive Performance Share (PSU) plan, which commenced in May 2017, the fair value of the PSUs granted is calculated at the date of grant using a Monte Carlo simulation, and that value is recorded as compensation expense over the grant’s vesting period with an offset to contributed surplus. Upon redemption of the PSUs into common shares, the associated amount is reclassified from contributed surplus to shareholders’ capital. The share option plan is treated similarly, except that the fair value of the share purchased options granted are valued using the Black-Scholes option pricing model and consideration paid by employees upon exercise of the equity purchase options are recognized in share capital.
A summary of the amounts expensed (recovered) under these plans during the reporting periods are as follows:
Three months ended December 31, | Year ended December 31, | ||||||
(Stated in thousands of Canadian dollars) | 2018 | 2017 | 2018 | 2017 | |||
Cash settled share-based incentive plans | (14,208 | ) | (1,622 | ) | 6,391 | (3,166 | ) |
Equity settled share-based incentive plans: | |||||||
Executive PSU | 1,527 | 551 | 5,871 | 1,912 | |||
Stock option plan | 681 | 645 | 3,336 | 3,188 | |||
Total share-based incentive compensation plan expense (recovery) | (12,000 | ) | (426 | ) | 15,598 | 1,934 | |
Allocated: | |||||||
Operating | (5,437 | ) | (711 | ) | 3,656 | 414 | |
General and Administrative | (6,563 | ) | 285 | 11,942 | 1,520 | ||
(12,000 | ) | (426 | ) | 15,598 | 1,934 |
Cash settled shared-based compensation recovery was $14 million in the current quarter compared to $2 million in the same quarter in 2017. The increase is primarily due to the declining share price experienced in the current quarter compared to an increasing share price in the comparative 2017 period.
Executive PSU share-based incentive compensation expense for the quarter was $2 million compared to $1 million in the same quarter in 2017. This increase is a result of the plan being implemented part way through the second quarter in 2017 and from additional grants in 2018.
Financing Charges
Net financial charges for the quarter were $32 million, a decrease of $6 million compared with the fourth quarter of 2017 primarily because of debt retired in 2017 and mid-2018 partially offset by a weaker Canadian dollar on our U.S. dollar denominated interest expense.
Gain on Repurchase and Redemption of Unsecured Senior Notes
During the quarter we redeemed US$30 million of our 6.5% unsecured senior notes due 2021 and repurchased and cancelled US$44 million principal amount of our 5.25% unsecured senior notes due 2024 resulting in a net gain of $7 million.
Income Tax
Income tax expense for the quarter was a recovery of $2 million compared with a recovery of $17 million in the same quarter in 2017. The tax recovery in the quarter decreased over the prior year period due to improved results prior to the non-taxable portion of the goodwill impairment.
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 maintain a variable operating 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 and upgrade rig programs provide more certainty of future revenues and return on our capital investments.
Liquidity
Amount | Availability | Used for | Maturity |
Senior facility (secured) | |||
US$500 million (extendible, revolving term credit facility) |
Undrawn, except US$28 million in outstanding letters of credit |
General corporate purposes | November 21, 2022 |
Operating facilities (secured) | |||
$40 million | Undrawn, except $28 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$30 million | Undrawn, except US$2 million in outstanding letters of credit |
Letters of credit | |
Senior notes (unsecured) | |||
US$166 million – 6.5% | Fully drawn | Capital expenditures and general corporate purposes |
December 15, 2021 |
US$350 million – 7.75% | Fully drawn | Debt redemption and repurchases | December 15, 2023 |
US$351 million – 5.25% | Fully drawn | Capital expenditures and general corporate purposes |
November 15, 2024 |
US$400 million – 7.125% | Fully drawn | Debt redemption and repurchases | January 15, 2026 |
As at December 31, 2018, we had $1,729 million outstanding under our unsecured senior notes. The current blended cash interest cost of our debt is approximately 6.7%.
During the year we redeemed US$80 million and repurchased and cancelled US$3 million of our 6.5% unsecured senior notes due 2021 and repurchased and cancelled US$49 million principal amount of our 5.25% unsecured senior notes due 2024.
Covenants
Following is a listing of our applicable financial covenants as at December 31, 2018.
Covenant | As at December 31, | ||||
Senior Facility (secured) | |||||
Consolidated senior debt to consolidated covenant EBITDA(1) | < 2.50 | (0.16 | ) | ||
Consolidated covenant EBITDA to consolidated interest expense(1) | > 2.00 | 3.31 | |||
Senior Notes (unsecured) | |||||
Consolidated interest coverage ratio | > 2.00 | 2.80 | |||
(1) For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness. |
At December 31, 2018, we were in compliance with the covenants of our senior credit facility and unsecured senior notes.
Average shares outstanding
The following table reconciles the weighted average shares outstanding used in computing basic and diluted net loss per share:
Three months ended December 31, | Year ended December 31, | ||||
(Stated in thousands) | 2018 | 2017 | 2018 | 2017 | |
Weighted average shares outstanding – basic | 293,782 | 293,239 | 293,560 | 293,239 | |
Effect of stock options and other equity compensation plans | – | – | – | – | |
Weighted average shares outstanding – diluted | 293,782 | 293,239 | 293,560 | 293,239 | |
QUARTERLY FINANCIAL SUMMARY
(Stated in thousands of Canadian dollars, except per share amounts) | 2018 | |||||||
Quarters ended | March 31 | June 30 | September 30 | December 31 | ||||
Revenue | 401,006 | 330,716 | 382,457 | 427,010 | ||||
Adjusted EBITDA(2) | 97,469 | 62,182 | 80,988 | 134,492 | ||||
Net loss | (18,077 | ) | (47,217 | ) | (30,648 | ) | (198,328 | ) |
Net loss per basic and diluted share | (0.06 | ) | (0.16 | ) | (0.10 | ) | (0.68 | ) |
Funds provided by operations(2) | 104,026 | 50,225 | 64,368 | 92,595 | ||||
Cash provided by operations | 38,189 | 129,695 | 31,961 | 93,489 |
(Stated in thousands of Canadian dollars, except per share amounts) | 2017 | |||||||
Quarters ended | March 31 | June 30 | September 30 | December 31 | ||||
Revenue(1) | 368,673 | 290,860 | 314,504 | 347,187 | ||||
Adjusted EBITDA(2) | 84,308 | 56,520 | 73,239 | 90,914 | ||||
Net loss | (22,614 | ) | (36,130 | ) | (26,287 | ) | (47,005 | ) |
Net loss per basic and diluted share | (0.08 | ) | (0.12 | ) | (0.09 | ) | (0.16 | ) |
Funds provided by (used in) operations(2) | 85,659 | (15,187 | ) | 85,140 | 28,323 | |||
Cash provided by operations | 33,770 | 2,739 | 56,757 | 23,289 | ||||
(1) Comparatives for revenue have changed for the periods ending March 2017 and June 2017 to reflect a recast of certain amounts previously netted against operating expense. See our 2017 Annual Report. | ||||||||
(2) See “NON-GAAP MEASURES”. | ||||||||
NON-GAAP MEASURES
In this press release we reference non-GAAP (Generally Accepted Accounting Principles) measures. Adjusted EBITDA, Covenant EBITDA, Operating Earnings (Loss), Funds Provided by (Used in) Operations and Working Capital are terms used by us to assess performance as we believe they provide useful supplemental information to investors. These terms do not have standardized meanings prescribed under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures used by other companies.
Adjusted EBITDA
We believe that adjusted EBITDA (earnings before income taxes, loss or gain on redemption and repurchase of unsecured senior notes, finance charges, foreign exchange, impairment of goodwill, impairment of property, plant and equipment and depreciation and amortization), as reported in the Interim Consolidated Statement of Loss, 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.
Covenant EBITDA
Covenant EBITDA, as defined in our senior credit facility agreement, is used in determining the Corporation’s compliance with its covenants. Covenant EBITDA differs from Adjusted EBITDA by the exclusion of bad debt expense, restructuring costs and certain foreign exchange amounts.
Operating Earnings (Loss)
We believe that operating earnings (loss), as reported in the Interim Consolidated Statements of Loss, 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 (Used In) Operations
We believe that funds provided by (used in) operations, as reported in the Interim 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.
Working Capital
We define working capital as current assets less current liabilities as reported on the Interim Consolidated Statement of Financial Position.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this release, 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 historic 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 strategic priorities for 2019;
- our capital expenditure plans for 2019;
- anticipated activity levels in 2019 and our scheduled infrastructure projects;
- anticipated demand for Tier 1 rigs;
- the average number of term contracts in place for 2019 and 2020; and
- our future debt reduction plans beyond 2018.
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, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:
- the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets;
- the status of current negotiations with our customers and vendors;
- customer focus on safety performance;
- existing term contracts are neither renewed nor terminated prematurely;
- 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;
- our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
- changes in drilling and well servicing technology which could reduce demand for certain rigs or put us at a competitive disadvantage;
- shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
- the effects of seasonal and weather conditions on operations and facilities;
- the availability of qualified personnel and management;
- a decline in our safety performance which could result in lower demand for our services;
- changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas;
- 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 conditions.
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, 2018, 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 result of new information, future events or otherwise, except as required by law.
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
(Stated in thousands of Canadian dollars) | December 31, 2018 |
December 31, 2017 |
|||||
ASSETS | |||||||
Current assets: | |||||||
Cash | $ | 96,626 | $ | 65,081 | |||
Accounts receivable | 372,336 | 322,585 | |||||
Income tax recoverable | – | 29,449 | |||||
Inventory | 34,081 | 24,631 | |||||
503,043 | 441,746 | ||||||
Assets held for sale | 19,658 | – | |||||
Total current assets | 522,701 | 441,746 | |||||
Non-current assets: | |||||||
Income taxes recoverable | 2,449 | 2,256 | |||||
Deferred tax assets | 36,880 | 41,822 | |||||
Property, plant and equipment | 3,038,612 | 3,173,824 | |||||
Intangibles | 35,401 | 28,116 | |||||
Goodwill | – | 205,167 | |||||
Total non-current assets | 3,113,342 | 3,451,185 | |||||
Total assets | $ | 3,636,043 | $ | 3,892,931 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable and accrued liabilities | $ | 274,489 | $ | 209,625 | |||
Income tax payable | 7,673 | – | |||||
Total current liabilities | 282,162 | 209,625 | |||||
Non-current liabilities: | |||||||
Share based compensation | 6,520 | 13,536 | |||||
Provisions and other | 10,577 | 10,086 | |||||
Long-term debt | 1,706,253 | 1,730,437 | |||||
Deferred tax liabilities | 72,779 | 118,911 | |||||
Total non-current liabilities | 1,796,129 | 1,872,970 | |||||
Shareholders’ equity: | |||||||
Shareholders’ capital | 2,322,280 | 2,319,293 | |||||
Contributed surplus | 52,332 | 44,037 | |||||
Deficit | (978,874 | ) | (684,604 | ) | |||
Accumulated other comprehensive income | 162,014 | 131,610 | |||||
Total shareholders’ equity | 1,557,752 | 1,810,336 | |||||
Total liabilities and shareholders’ equity | $ | 3,636,043 | $ | 3,892,931 | |||
INTERIM CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)
Three months ended December 31, | Year ended December 31, | ||||||||||||||
(Stated in thousands of Canadian dollars, except per share amounts) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue | $ | 427,010 | $ | 347,187 | $ | 1,541,189 | $ | 1,321,224 | |||||||
Expenses: | |||||||||||||||
Operating | 285,222 | 233,824 | 1,067,871 | 926,171 | |||||||||||
General and administrative | 21,496 | 22,449 | 112,387 | 90,072 | |||||||||||
Other recoveries | (14,200 | ) | – | (14,200 | ) | – | |||||||||
Earnings before income taxes, loss (gain) on redemption and repurchase of unsecured senior notes, finance charges, foreign exchange, impairment of goodwill, impairment of property, plant and equipment and depreciation and amortization |
134,492 | 90,914 | 375,131 | 304,981 | |||||||||||
Depreciation and amortization | 99,041 | 94,229 | 365,660 | 377,746 | |||||||||||
Impairment of property, plant and equipment | – | 15,313 | – | 15,313 | |||||||||||
Operating earnings (loss) | 35,451 | (18,628 | ) | 9,471 | (88,078 | ) | |||||||||
Impairment of goodwill | 207,544 | – | 207,544 | – | |||||||||||
Foreign exchange | 3,198 | (1,534 | ) | 4,017 | (2,970 | ) | |||||||||
Finance charges | 32,220 | 38,196 | 127,178 | 137,928 | |||||||||||
Loss (gain) on redemption and repurchase of unsecured senior notes |
(6,848 | ) | 9,021 | (5,672 | ) | 9,021 | |||||||||
Loss before tax | (200,663 | ) | (64,311 | ) | (323,596 | ) | (232,057 | ) | |||||||
Income taxes: | |||||||||||||||
Current | 2,177 | (1,670 | ) | 8,573 | (1,331 | ) | |||||||||
Deferred | (4,512 | ) | (15,636 | ) | (37,899 | ) | (98,690 | ) | |||||||
(2,335 | ) | (17,306 | ) | (29,326 | ) | (100,021 | ) | ||||||||
Net loss | $ | (198,328 | ) | $ | (47,005 | ) | $ | (294,270 | ) | (132,036 | ) | ||||
Loss per share: | |||||||||||||||
Basic and Diluted | $ | (0.68 | ) | $ | (0.16 | ) | $ | (1.00 | ) | $ | (0.45 | ) | |||
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
Three months ended December 31, | Year ended December 31, | ||||||||||||||
(Stated in thousands of Canadian dollars) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Net loss | $ | (198,328 | ) | $ | (47,005 | ) | $ | (294,270 | ) | $ | (132,036 | ) | |||
Unrealized gain (loss) on translation of assets and liabilities of operations denominated in foreign currency |
128,674 | 9,146 | 175,630 | (146,545 | ) | ||||||||||
Foreign exchange gain (loss) on net investment hedge with U.S. denominated debt, net of tax |
(104,716 | ) | (10,383 | ) | (145,226 | ) | 121,699 | ||||||||
Comprehensive loss | $ | (174,370 | ) | $ | (48,242 | ) | $ | (263,866 | ) | $ | (156,882 | ) | |||
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
Three months ended December 31, | Year ended December 31, | ||||||||||||||
(Stated in thousands of Canadian dollars) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Cash provided by (used in): | |||||||||||||||
Operations: | |||||||||||||||
Net loss | $ | (198,328 | ) | $ | (47,005 | ) | $ | (294,270 | ) | $ | (132,036 | ) | |||
Adjustments for: | |||||||||||||||
Long-term compensation plans | (1,599 | ) | 2,519 | 17,401 | 6,795 | ||||||||||
Depreciation and amortization | 99,041 | 94,229 | 365,660 | 377,746 | |||||||||||
Impairment of property, plant and equipment | – | 15,313 | – | 15,313 | |||||||||||
Impairment of goodwill | 207,544 | – | 207,544 | – | |||||||||||
Foreign exchange | 2,556 | (1,280 | ) | 2,341 | (2,873 | ) | |||||||||
Finance charges | 32,220 | 38,196 | 127,178 | 137,928 | |||||||||||
Loss (gain) on redemption and repurchase of unsecured senior notes |
(6,848 | ) | 9,021 | (5,672 | ) | 9,021 | |||||||||
Income taxes | (2,335 | ) | (17,306 | ) | (29,326 | ) | (100,021 | ) | |||||||
Other | (27 | ) | (1,320 | ) | (1,269 | ) | (2,025 | ) | |||||||
Income taxes paid | (477 | ) | (345 | ) | (4,446 | ) | (3,645 | ) | |||||||
Income taxes recovered | 1,775 | – | 33,283 | 11,932 | |||||||||||
Interest paid | (41,369 | ) | (63,929 | ) | (108,622 | ) | (136,065 | ) | |||||||
Interest received | 442 | 230 | 1,412 | 1,865 | |||||||||||
Funds provided by operations | 92,595 | 28,323 | 311,214 | 183,935 | |||||||||||
Changes in non-cash working capital balances | 894 | (5,034 | ) | (17,880 | ) | (67,380 | ) | ||||||||
Cash provided by operations | 93,489 | 23,289 | 293,334 | 116,555 | |||||||||||
Investments: | |||||||||||||||
Purchase of property, plant and equipment | (29,594 | ) | (17,503 | ) | (114,576 | ) | (74,823 | ) | |||||||
Purchase of intangibles | (687 | ) | (7,452 | ) | (11,567 | ) | (23,179 | ) | |||||||
Proceeds on sale of property, plant and equipment |
12,020 | 4,787 | 24,457 | 14,841 | |||||||||||
Changes in non-cash working capital balances | (1,190 | ) | 2,727 | 892 | (7,989 | ) | |||||||||
Cash used in investing activities | (19,451 | ) | (17,441 | ) | (100,794 | ) | (91,150 | ) | |||||||
Financing: | |||||||||||||||
Redemption and repurchase of unsecured senior notes |
(92,065 | ) | (571,975 | ) | (168,722 | ) | (571,975 | ) | |||||||
Debt issuance costs | – | (9,196 | ) | – | (9,196 | ) | |||||||||
Debt amendment fees | (638 | ) | (1,452 | ) | (638 | ) | (1,793 | ) | |||||||
Proceeds from issuance of long-term debt | – | 509,180 | – | 509,180 | |||||||||||
Issuance of common shares on the exercise of options |
– | – | 275 | – | |||||||||||
Cash used in financing activities | (92,703 | ) | (73,443 | ) | (169,085 | ) | (73,784 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents |
5,529 | 934 | 8,090 | (2,245 | ) | ||||||||||
Increase (decrease) in cash and cash equivalents | (13,136 | ) | (66,661 | ) | 31,545 | (50,624 | ) | ||||||||
Cash and cash equivalents, beginning of period | 109,762 | 131,742 | 65,081 | 115,705 | |||||||||||
Cash and cash equivalents, end of period | $ | 96,626 | $ | 65,081 | $ | 96,626 | $ | 65,081 | |||||||
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(Stated in thousands of Canadian dollars) | Shareholders’ capital |
Contributed surplus |
Accumulated other comprehensive income |
Deficit | Total equity |
||||||||||||||
Balance at January 1, 2018 | $ | 2,319,293 | $ | 44,037 | $ | 131,610 | $ | (684,604 | ) | $ | 1,810,336 | ||||||||
Net loss for the period | – | – | – | (294,270 | ) | (294,270 | ) | ||||||||||||
Other comprehensive income for the period | – | – | 30,404 | – | 30,404 | ||||||||||||||
Redemption of non-management directors DSUs |
2,609 | (809 | ) | – | – | 1,800 | |||||||||||||
Share options exercised | 378 | (103 | ) | – | – | 275 | |||||||||||||
Share based compensation expense | – | 9,207 | – | – | 9,207 | ||||||||||||||
Balance at December 31, 2018 | $ | 2,322,280 | $ | 52,332 | $ | 162,014 | $ | (978,874 | ) | $ | 1,557,752 | ||||||||
(Stated in thousands of Canadian dollars) | Shareholders’ capital |
Contributed surplus |
Accumulated other comprehensive income |
Deficit | Total equity |
||||||||||||||
Balance at January 1, 2017 | $ | 2,319,293 | $ | 38,937 | $ | 156,456 | $ | (552,568 | ) | $ | 1,962,118 | ||||||||
Net loss for the period | – | – | – | (132,036 | ) | (132,036 | ) | ||||||||||||
Other comprehensive loss for the period | – | – | (24,846 | ) | – | (24,846 | ) | ||||||||||||
Share based compensation expense | – | 5,100 | – | – | 5,100 | ||||||||||||||
Balance at December 31, 2017 | $ | 2,319,293 | $ | 44,037 | $ | 131,610 | $ | (684,604 | ) | $ | 1,810,336 | ||||||||
FOURTH QUARTER 2018 EARNINGS CONFERENCE CALL AND WEBCAST
Precision Drilling Corporation has scheduled a conference call and webcast to begin promptly at 1:00 p.m. MT (3:00 p.m. ET) on Thursday, February 14, 2019.
The conference call dial in numbers are 1-844-515-9176 or 614-999-9312.
A live webcast of the conference call will be accessible on Precision’s website at www.precisiondrilling.com by selecting “Investor Relations”, then “Webcasts & Presentations”. Shortly after the live webcast, an archived version will be available for approximately 60 days.
An archived recording of the conference call will be available approximately one hour after the completion of the call until February 20, 2019 by dialing 1-855-859-2056 or 404-537-3406, pass code 4578429.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, Senior Vice President and Chief Financial Officer
713.435.6111
Ashley Connolly, Manager, Investor Relations
403.716.4725
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Corporation 2018 Fourth Quarter and End of Year Results Conference Call and Webcast – Date Change
CALGARY, Alberta, Jan. 31, 2019 — Precision Drilling Corporation (“Precision”) announced that it has moved the date of its 2018 fourth quarter and year end results. Precision will release its 2018 fourth quarter results before the market opens on Thursday, February 14, 2019 and has scheduled a conference call and webcast to begin promptly at 1:00 p.m. MT (3:00 p.m. ET) on the same day.
The conference call dial in numbers are 844-515-9176 or 614-999-9312 (International) or a live webcast is accessible on our website at www.precisiondrilling.com
An archived version of the webcast will be available for approximately 60 days. An archived recording of the conference call will be available approximately one hour after the completion of the call until February 20, 2019 by dialing 855-859-2056 or 404-537-3406, passcode 4578429.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, Senior Vice President & Chief Financial Officer
713.435.6111
Ashley Connolly, Manager, Investor Relations
403.716.4725
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Announces 2019 Capital Expenditure Plan, Debt Repayment Update, 2019 Strategic Priorities and Expected Goodwill Impairment
This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For important information with respect to such forward-looking information and statements and the further assumptions and risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release.
CALGARY, Alberta, Jan. 29, 2019 — Precision Drilling Corporation (“Precision” or the “Company”) (TSX:PD; NYSE:PDS) made a series of announcements including: i) 2019 capital expenditure plan and its 2018 capital expenditures; ii) debt repayment update, newly stated 2019 debt repayment targets and increased longer-term debt reduction targets; iii) 2019 strategic priorities; and iv) expected goodwill impairment at year-end 2018.
Capital Expenditures
Precision announced a 2019 capital expenditure plan of $169 million, comprised of $53 million for maintenance and infrastructure and $116 million in upgrade and expansion capital. Maintenance capital is variable and based on activity levels with the year-over-year increase representative of a higher proportion of spending allocated to U.S. and international markets. Upgrade and expansion capital is expected to be almost entirely allocated to U.S. and international drilling operations and includes the completion of the Company’s sixth new build rig in Kuwait for approximately $68 million and further expansion of Precision’s Process Automation Control platform. We expect that the $169 million will be split $163 million in the Contract Drilling Services segment and $6 million in the Completion and Production Services segment.
Precision’s 2018 capital expenditures totaled approximately $126 million, $9 million less than planned 2018 capital expenditures and is comprised of $48 million for maintenance and infrastructure, $66 million in upgrade and expansion capital and $12 million for intangibles. Throughout the year Precision generated proceeds on sale of property, plant and equipment of approximately $24 million resulting in net capital expenditures of approximately $102 million.
Debt Repayment Update
Following additional open market purchases in December of its 5.25% senior notes due in 2024, Precision’s 2018 debt repayments totaled $174 million face value, $49 million higher than the top end of Precision’s target 2018 debt repayment range. Debt repayments in 2018 were funded from free cash flow and provide annualized interest savings of approximately $10 million. The Company expects its year-end cash balance to be $97 million, an increase of $32 million from year-end 2017. Precision’s cash balance and undrawn credit facilities will provide Precision with approximately $810 million of liquidity going into 2019. The Company’s outstanding senior note balances at year-end 2018 are as follows: US$166 million 6.5% Notes due in 2021; US$350 million 7.75% Notes due in 2023; US$351 million 5.25% Notes due in 2024; and US$400 million 7.125% Notes due in 2026.
Precision has set its 2019 debt repayment target at $100 million to $150 million which is expected to be funded from free cash flow. The Company remains committed to its deleveraging plan and has increased its longer-term debt reduction target range by $100 million with a new target range of $400 million to $600 million by the end of 2021, inclusive of debt repayments in 2018. As demonstrated in 2018, Precision will allocate excess cash towards accelerating and increasing debt repayment as deleveraging remains a top priority for the Company.
2019 Strategic Priorities
- Generate strong free cash flow and utilize $100 million to $150 million to reduce debt in 2019; increased long-term debt reduction targets to $400 million to $600 million by year-end 2021 (inclusive of 2018 debt repayments).
- Maximize financial results by leveraging our High Performance, High Value Super Series Rig fleet and scale with disciplined cost management.
- Full scale commercialization and implementation of our Process Automation Control platform, PD-Apps and PD-Analytics.
Expected Goodwill Impairment
As at September 30, 2018 Precision had $206 million of goodwill on its balance sheet primarily related to its Canadian Drilling cash generating unit. In accordance with our accounting policies, Precision must perform its annual assessment of the carrying value of cash generating units containing goodwill. Precision’s preliminary analysis indicates the goodwill carrying value is not recoverable and an impairment charge is expected at year-end 2018.
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 planned capital expenditures for 2019, including the expected allocations of capital under our 2019 plan;
- our scheduled infrastructure projects;
- anticipated cash balance and liquidity at December 31, 2018;
- anticipated cash flow and future debt reduction; and
- anticipated annualized interest savings.
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, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:
- the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets;
- the status of current negotiations with our customers and vendors;
- customer focus on safety performance;
- existing term contracts are neither renewed nor terminated prematurely;
- 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;
- our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
- changes in drilling and well servicing technology which could reduce demand for certain rigs or put us at a competitive disadvantage;
- shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
- the effects of seasonal and weather conditions on operations and facilities;
- the availability of qualified personnel and management;
- a decline in our safety performance which could result in lower demand for our services;
- changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas;
- 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 conditions.
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, 2017, 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 result of new information, future events or otherwise, except as required by law.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, CFA
Senior Vice President and Chief Financial Officer
713.435.6111
Ashley Connolly, CFA
Manager, Investor Relations
403.716.4725
Precision Drilling Corporation
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Corporation 2018 Fourth Quarter and End of Year Results Conference Call and Webcast
CALGARY, Alberta, Jan. 22, 2019 — Precision Drilling Corporation (“Precision”) intends to release its 2018 fourth quarter results before the market opens on Friday, February 15, 2019 and has scheduled a conference call and webcast to begin promptly at 12:00 Noon MT (2:00 p.m. ET) on the same day.
The conference call dial in numbers are 844-515-9176 or 614-999-9312 (International) or a live webcast is accessible on our website at www.precisiondrilling.com
An archived version of the webcast will be available for approximately 60 days. An archived recording of the conference call will be available approximately one hour after the completion of the call until February 21, 2019 by dialing 855-859-2056 or 404-537-3406, passcode 4578429.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, Senior Vice President & Chief Financial Officer
713.435.6111
Ashley Connolly, Manager, Investor Relations
403.716.4725
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Announces Credit Facility Extension and $150 Million Total Debt Reduction in 2018
This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For important information with respect to such forward-looking information and statements and the further assumptions and risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release.
CALGARY, Alberta, Dec. 13, 2018 — Precision Drilling Corporation (“Precision” or “the Company”) (TSX:PD; NYSE:PDS) announced today the completion with our lenders of a one-year maturity extension of our senior credit facility to November 2022. Precision has also completed an additional $34 million in open market purchases of its 5.25% senior notes due 2024 which will bring total debt repayments for year-end 2018 to approximately $150 million, exceeding the high end of our 2018 targeted debt reduction range of $75 million to $125 million. Debt repayments in 2018 are funded from free cash flow and provide annualized interest savings of approximately $9 million. The Company expects its year end cash balance to be approximately $90 million, which coupled with its undrawn credit facilities, will provide Precision with approximately $780 million of liquidity going into 2019.
Precision’s President and CEO Kevin Neveu stated: “I am very pleased to end the year with a strong liquidity position after having exceeded our stated debt reduction targets for 2018. We remain committed to our deleveraging plan of reducing debt by $300 million to $500 million between 2018 and 2021. With the $150 million debt reduction progress achieved in 2018, we are well on our way to reaching the high end of our target range over the next three years.” concluded Mr. Neveu.
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:
- anticipated future debt reduction;
- year end debt repayment total and the use of cash on hand;
- anticipated annualized interest savings; and
- anticipated cash balance and liquidity at December 31, 2018.
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, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:
- the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets;
- the status of current negotiations with our customers and vendors;
- customer focus on safety performance;
- existing term contracts are neither renewed nor terminated prematurely;
- 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;
- our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
- changes in drilling and well servicing technology which could reduce demand for certain rigs or put us at a competitive disadvantage;
- shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
- the effects of seasonal and weather conditions on operations and facilities;
- the availability of qualified personnel and management;
- a decline in our safety performance which could result in lower demand for our services;
- changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas;
- 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 conditions.
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, 2017, 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 result of new information, future events or otherwise, except as required by law.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, CFA
Senior Vice President and Chief Financial Officer
713.435.6111
Ashley Connolly, CFA
Manager, Investor Relations
403.716.4725
Precision Drilling Corporation
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Terminates Arrangement Agreement With Trinidad Drilling Requiring Payment of Termination Fee Following Ensign Take-Up
CALGARY, Alberta, Nov. 27, 2018 — Precision Drilling Corporation (“Precision”) (TSX:PD; NYSE:PDS) today announced that it has terminated the arrangement agreement (the “Arrangement Agreement”) dated October 5, 2018 with Trinidad Drilling Ltd. (“Trinidad”) following the announcement by Ensign Energy Services Inc. that it had taken up 56.38% of the outstanding common shares of Trinidad pursuant to its unsolicited offer to purchase and takeover bid circular. Accordingly, payment of the termination fee in the amount of $20,000,000 is now due and payable to Precision in accordance with the Arrangement Agreement.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, CFA
Senior Vice President and Chief Financial Officer
713.435.6111
Ashley Connolly, CFA
Manager, Investor Relations
403.716.4725
Precision Drilling Corporation
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Confirms Its Offer; Strongly Encourages Trinidad Drilling Shareholders Not to Tender to Ensign Offer and to Vote for Value Creating Combination With Precision
This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For important information with respect to such forward-looking information and statements and the further assumptions and risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release.
CALGARY, Alberta, Nov. 23, 2018 — Precision Drilling Corporation (“Precision” or “the Company”) (TSX:PD; NYSE:PDS) today confirms its continued support for the strategic share exchange merger (the “Precision Transaction”) with Trinidad Drilling Ltd. (“Trinidad”) (TSX:TDG) on the basis of 0.445 of a Precision common share (a “Precision Share”) for each Trinidad common share (a “Trinidad Share”).
The Company strongly encourages Trinidad shareholders not to tender their Trinidad Shares to Ensign Energy Services Inc’s. (“Ensign”) (TSX:ESI) opportunistic all cash take-over offer for all of the Trinidad Shares (the “Ensign Offer”), at near an all-time low value for Trinidad. Further, the Trinidad Board of Directors (“Trinidad Board”) has unanimously recommended that Trinidad shareholders REJECT the inadequate Ensign Offer.
Trinidad shareholders do not need to take any action if they wish to NOT tender their Trinidad Shares. Trinidad shareholders that have questions or require assistance with withdrawing their Trinidad Shares which were tendered in error should contact Trinidad’s Information Agent, D.F. King Canada, toll free at 1.866.521.4427 (212.771.1133 by collect call) or by email at [email protected]. Trinidad and Precision shareholders will have the opportunity to vote for the Precision Transaction on December 11, 2018. If you are a beneficial shareholder that has not received your materials for the securityholder meetings to approve the Precision Transaction you are encouraged to contact your broker directly for information on how to vote your shares.
The Precision Share price is positioned to benefit in the near-term from potential macro developments and Trinidad shareholders can participate in the potential upside by not accepting the Ensign Offer and voting in favor of the Precision Transaction. Strengthening natural gas prices, a potentially supportive OPEC meeting on December 6th, new Permian pipelines set to open in 2019 and 2020, and potential solutions to solve the challenged Canadian WCS spread are all expected to be near-term catalysts for Precision.
The acceleration by Ensign of the inadequate Ensign Offer, at a historically low value for Trinidad, seeks to deprive Trinidad shareholders the opportunity to properly consider the Precision Transaction and to deny Trinidad shareholders the value of time by forcing them to make a rash decision without the potential benefit of exposure to near-term positive macro events. The acceleration of the inadequate Ensign Offer benefits Ensign at the expense of Trinidad shareholders. Ensign has the ability to extend the timing of its offer to allow the Trinidad shareholders more time to consider the merits of the Precision Transaction.
Precision’s President and CEO Kevin Neveu stated: “Precision’s operations continue to demonstrate strength and we see a number of positive catalysts as we survey the energy market outlook. We expect to generate significant free cash flow from our industry-leading rig fleet, supported by several billion dollars of capital investment this decade.”
“Current oilfield sector valuations are near decade-low valuations, and this does not appear to be the time to sell for cash. In fact, the Precision Board and management have been buying Precision Shares over the past month. By voting to combine with Precision, the Trinidad shareholders are well positioned to benefit from the strength of the combined company and the $52 million in annual synergies we expect to generate.”
“We remain committed to our offer and have had positive conversations about the combination’s value creation potential with both Trinidad and Precision shareholders. The superior Precision Transaction offers Trinidad shareholders a clear path to realize significant value and to share in the combined company upside. Trinidad’s excellent assets, strong customer relationships and highly-skilled personnel align well with Precision’s High Performance, High Value operations. Trinidad investors are not receiving appropriate value by selling to Ensign and exiting their investment now as they will be surrendering their unappreciated value to Ensign at a historically low price,” concluded Mr. Neveu.
Precision comments on misinformation press released by Ensign on November 16, 2018:
Ensign’s assertion: “Full and Fair Value for Trinidad Shareholders.”
- Precision believes over time the value realized by Trinidad shareholders by owning 29% of the combined company will be greater than the cash value of $1.68 available now.
- The inadequate Ensign Offer solidifies Trinidad’s value at a low point in the industry and takes all the benefit of efficiency gains and future industry improvement for Ensign shareholders, at the expense of Trinidad shareholders.
Ensign’s assertion: “Precision’s depressed share price means that Trinidad Shareholders will not receive full value for their Common Shares.”
- The Precision Share price has fluctuated materially through 2018 and significant upside remains. Based on the exchange ratio of 0.445 of a Precision Share for each Trinidad Share, the value to Trinidad shareholders at Precision’s 2018 high was $2.37 per share, 41% higher than the Ensign offer. This demonstrates the upside potential beyond the current implied exchange price.
Ensign’s assertion: “Trinidad Shareholders will be exposed to the risks of increased financial leverage.”
- Precision’s credit ratings are generally stronger than Trinidad’s credit ratings and each credit agency following Precision viewed the proposed combination with Trinidad positively.
- The Precision Transaction is modestly deleveraging for Precision with year-end 2019 Net Debt/Adjusted EBITDA estimated to be below 3.0x, based on Precision-provided guidance supported by industry research analysts.
- Precision’s credit facility is undrawn with approximately $867 million of liquidity in the combined company as at September 30, 2018.
- Precision’s first note maturity is due in December 2021, over three years from today.
- As demonstrated through previously provided guidance, Precision is expected to generate strong free cash flow and to continue to reduce the combined company’s debt levels.
Ensign’s assertion: “The Inferior Precision Offer is not in the best interest of Trinidad Shareholders.”
- The Trinidad Board has determined the Precision Transaction is in the best interest of Trinidad shareholders.
- The Precision Transaction provides Trinidad shareholders with the opportunity to be part of a combined company with significant upside potential and immediately improved public markets scale and liquidity.
Ensign’s assertion: “The Inferior Precision Offer benefits current Precision shareholders at the expense of Trinidad Shareholders.”
- The Precision Transaction allows Trinidad and Precision shareholders to share in the synergies of the combined company, whereas the inadequate Ensign Offer allows only Ensign shareholders to realize the value of the synergies.
- The Precision Transaction was negotiated by both companies and has the unanimous support of the Trinidad Board.
Precision comments on misinformation press released by Ensign on November 22, 2018:
Ensign’s assertion: “Realization by Precision of synergies from their proposed acquisition of Trinidad is equally uncertain.”
- Precision has completed a detailed review of the combined companies’ potential fixed cost synergies and operational scale-based efficiencies and is confident that its estimate of $52 million in annualized synergies is attainable.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this news release, 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:
- potential macro developments and the potential impact thereon on Precision and the Precision Share price;
- expectations regarding Precision’s ability to generate significant free cash flow from its rig fleet;
- the upside potential of the Precision Shares;
- expected cost synergies arising from the Precision Transaction;
- timing to realize expected synergies;
- the anticipated benefits of the Precision Transaction;
- expectation that the Precision Transaction will create near-term and long-term value for shareholders of Precision and Trinidad achieved through the share exchange structure;
- expected free cash flow generation potential of the Precision Transaction;
- expectations regarding Trinidad’s and Precision’s ability to carry out expansion and growth plans;
- the increased size and trading liquidity of the securities of Precision following the completion of the combination (“Post-Arrangement Precision”); and
- the expectation that the Precision Transaction will improve Post-Arrangement Precision’s balance sheet and credit profile.
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, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:
- the timely receipt of required regulatory and Court approvals;
- the satisfaction of other closing conditions in all material respects and on a timely basis in accordance with the terms of the arrangement agreement between Precision and Trinidad;
- Precision’s anticipated financial performance;
- the success of Trinidad’s and Precision’s operations;
- prevailing commodity prices and exchange rates;
- future operating costs of Trinidad’s and Precision’s assets;
- the market for Post-Arrangement Precision’s rigs;
- prevailing regulatory, tax and environmental laws and regulations;
- stock market volatility and market valuations;
- that there will be no significant events occurring outside of the normal course of business of Trinidad or Precision, as applicable;
- the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets;
- the status of current negotiations with our customers and vendors;
- customer focus on safety performance;
- existing term contracts are neither renewed nor terminated prematurely;
- 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:
- failure to complete the transaction in all material respects in accordance with the arrangement agreement between Precision and Trinidad or at all;
- unforeseen delays in completing this transaction;
- unforeseen difficulties or delays in integrating the assets of Trinidad into Precision’s operations;
- volatility in the price and demand for oil and natural gas;
- fluctuations in the demand for contract drilling, well servicing and ancillary oilfield services;
- our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
- changes in drilling and well servicing technology which could reduce demand for certain rigs or put us at a competitive disadvantage;
- shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
- the effects of seasonal and weather conditions on operations and facilities;
- the availability of qualified personnel and management;
- a decline in our safety performance which could result in lower demand for our services;
- changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas;
- 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 conditions.
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 or those of Post-Arrangement Precision or that could affect completion of the proposed combination of Precision and Trinidad 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, 2017 and the joint management information circular of Precision and Trinidad dated November 5, 2018, 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 result of new information, future events or otherwise, except as required by law.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, CFA
Senior Vice President and Chief Financial Officer
713.435.6111
Ashley Connolly, CFA
Manager, Investor Relations
403.716.4725
Precision Drilling Corporation
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Corporation Announces Satisfaction of Competition Act Condition for the Combination With Trinidad Drilling Ltd. and Provides Operational Update
This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For important information with respect to such forward-looking information and statements and the further assumptions and risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release.
CALGARY, Alberta, Nov. 19, 2018 — Precision Drilling Corporation (“Precision” or “the Company”) (TSX:PD; NYSE:PDS) today announced that the waiting period under the Competition Act (Canada) expired on November 16, 2018 in relation to the combination with Trinidad Drilling Ltd. (“Trinidad”) (TSX:TDG). At Precision’s election, the expiration of the waiting period now satisfies the required Competition Act condition under the arrangement agreement between Precision and Trinidad.
Precision’s President and CEO Kevin Neveu stated: “Successful termination of the waiting periods for both Canadian and U.S. competition acts marks a significant milestone in the regulatory review process for the Precision-Trinidad combination. We remain committed to the Trinidad Board supported acquisition of Trinidad and have had a positive response from both Precision and Trinidad shareholders to our proposed combination. The Precision and Trinidad teams are excited about the potential value the combined company will create for shareholders going forward.”
“We understand the timing of the Ensign cash bid for Trinidad has been opportunistically accelerated as markets have experienced recent volatility. The Trinidad Board stands by its recommendation to shareholders to reject the inadequate Ensign cash offer and support the Precision-Trinidad combination in order to realize the benefit of the transaction synergies and participate in the long-term upside in the combined company.”
“We are firm on our offer and will not increase our bid despite recent market volatility. We stand behind the agreed pro forma ownership split of 29% of Precision shares to the Trinidad shareholders and believe the Precision-Trinidad combination represents a significant value creation opportunity for Trinidad shareholders as outlined in our joint circular,” concluded Mr. Neveu.
As disclosed in our joint circular, the benefits of a combination with Precision are significant and include:
- Long-term value creation opportunity through continued equity ownership
- Sizeable and immediate cost synergies ($52 million annualized)
- Significant cash flow generation potential
- Creates a unique industry-leading, high-performance land driller
- Third-largest U.S. land driller
- Expanded international growth opportunities
- Leader in land drilling technology with future growth opportunities
- Shared values create strong strategic fit
- Increased size and trading liquidity
- Strong balance sheet and credit profile
Operational Update
In the U.S., Precision has 82 active rigs, up two rigs from the date of our Q3/18 conference call as demand for the most technically capable and operationally efficient rigs remains strong. The Company has signed seven additional term contracts since that time with several other contracts pending and expected to be signed in the coming weeks.
In Canada, Precision’s activity has remained largely stable since our Q3/18 conference call with 54 rigs currently active. Quarter-to-date activity has tracked in line with Q4/17 despite recent market uncertainty.
Precision’s international operations remain stable with eight rigs currently active and an additional Kuwait new build rig deployment on track for mid-2019.
Voting Your Proxy
Your vote is important. Precision encourages shareholders to read the meeting materials in detail. Proxy or voting instructions from Precision shareholders must be received by no later than 10:30 a.m. (Calgary time) on December 7, 2018.
If you have any questions or require more information to vote your Precision shares, please contact Evolution Proxy, Inc. proxy solicitation agent for Precision at 1-844-226-3222 or 1-416-855-0238 outside of North America, or via email at [email protected].
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this news release, 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:
- expected cost synergies arising from the combination;
- timing to realize expected synergies;
- expectations regarding the entering into of contracts with respect to U.S. operations and the timing thereof;
- the number of rigs under contract in Q1/19;
- expectations regarding activity levels in Canada for the remainder of 2018;
- the deployment of the Kuwait new build rig and the timing thereof;
- the anticipated benefits of the combination transaction;
- expectation that the combination transaction will create near-term and long-term value for shareholders of Precision and Trinidad achieved through the share exchange structure;
- expected free cash flow generation potential of the combination transaction;
- expectations regarding Trinidad’s and Precision’s ability to carry out expansion and growth plans;
- the increased size and trading liquidity of the securities of Precision following the completion of the combination (“Post-Arrangement Precision”); and
- the expectation that the combination transaction will improve Post-Arrangement Precision’s balance sheet and credit profile.
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, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:
- the timely receipt of required regulatory and Court approvals;
- the satisfaction of other closing conditions in all material respects and on a timely basis in accordance with the terms of the arrangement agreement between Precision and Trinidad;
- Precision’s anticipated financial performance;
- the success of Trinidad’s and Precision’s operations;
- the successful negotiation of contracts with respect to U.S. operations;
- prevailing commodity prices and exchange rates;
- future operating costs of Trinidad’s and Precision’s assets;
- the market for Post-Arrangement Precision’s rigs;
- prevailing regulatory, tax and environmental laws and regulations;
- stock market volatility and market valuations;
- that there will be no significant events occurring outside of the normal course of business of Trinidad or Precision, as applicable;
- the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets;
- the status of current negotiations with our customers and vendors;
- customer focus on safety performance;
- existing term contracts are neither renewed nor terminated prematurely;
- 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:
- failure to complete the transaction in all material respects in accordance with the arrangement agreement between Precision and Trinidad or at all;
- unforeseen delays in completing this transaction;
- unforeseen difficulties or delays in integrating the assets of Trinidad into Precision’s operations;
- volatility in the price and demand for oil and natural gas;
- fluctuations in the demand for contract drilling, well servicing and ancillary oilfield services;
- our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
- changes in drilling and well servicing technology which could reduce demand for certain rigs or put us at a competitive disadvantage;
- shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
- the effects of seasonal and weather conditions on operations and facilities;
- the availability of qualified personnel and management;
- a decline in our safety performance which could result in lower demand for our services;
- changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas;
- 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 conditions.
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 or those of Post-Arrangement Precision or that could affect completion of the proposed combination of Precision and Trinidad 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, 2017 and the joint management information circular of Precision and Trinidad dated November 5, 2018, 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 result of new information, future events or otherwise, except as required by law.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, CFA
Senior Vice President and Chief Financial Officer
713.435.6111
Ashley Connolly, CFA
Manager, Investor Relations
403.716.4725
Precision Drilling Corporation
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
Precision Drilling Corporation Announces Transaction Update, Preliminary 2019 Financial Guidance and Transaction Benefits Highlighted in Management Information Circular
This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For important information with respect to such forward-looking information and statements and the further assumptions and risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release.
CALGARY, Alberta, Nov. 07, 2018 — Precision Drilling Corporation (“Precision” or “the Company”) (TSX:PD; NYSE:PDS) today made a series of announcements including: transaction updates in relation to the combination of Precision and Trinidad Drilling Ltd. (“Trinidad”) (TSX:TDG); preliminary 2019 financial guidance following the completion of the combination (“Post-Arrangement Precision”); and transaction benefits highlighted in its management information circular filed jointly with Trinidad.
Transaction Update
Both Precision and Trinidad management teams have been working closely on planning efforts and completing all necessary regulatory processes related to the transaction. On October 31, 2018, Precision announced that the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the parties expect to provide an update on the Canadian Competition Act process in the coming weeks. In addition, on November 5, 2018, Trinidad obtained the interim order from the Court of Queen’s Bench of Alberta in connection with the transaction and Precision and Trinidad have filed a joint management information circular dated November 5, 2018 which is in the process of being mailed to their respective securityholders.
Precision’s President and CEO Kevin Neveu stated: “Precision remains focused on the significant value created by this combination and I believe it is important to outline our 2019 strategic priorities and provide initial 2019 financial guidance for Post-Arrangement Precision to allow the investment community to further understand the upside of this transaction.”
“The Precision team has completed a detailed review of the combined companies’ potential fixed cost synergies and operational scale-based efficiencies. Regarding the fixed cost synergies, including administration, corporate costs and redundant facilities, we expect annualized costs savings of approximately $37 million once full integration is complete.”
“We are also introducing our estimate of operations and scale-based synergies, previously mentioned but not quantified. Utilizing Precision’s systems and vertical integration; central procurement and asset management and repair capabilities, we expect an additional $15 million per year of operations synergies can be achieved. We estimate that value creation, specifically cash flow accretion, totaling approximately $52 million annually, will be generated by this exceedingly well-structured combination.”
“As a result, we expect Post-Arrangement Precision can accelerate and increase our current debt reduction targets by $100 million through the end of 2021 while continuing to fund attractive growth and expansion opportunities.”
“As previously stated, despite the current equity market volatility, we continue to fully endorse this transaction, which is also supported by Trinidad and its Board after conducting significant due diligence on Precision and our combined businesses. We believe the agreed ownership split of 29% of Precision shares to the Trinidad shareholders is fair and the value creation opportunity is exceptional. As such, we are firm on our current offer and will not increase our bid,” concluded Mr. Neveu.
Precision’s Preliminary 2019 Financial Guidance for Post-Arrangement Precision
Our preliminary 2019 financial guidance for Post-Arrangement Precision is as follows:
- Adjusted EBITDA (see “NON-GAAP MEASURES” later in this news release) of $625 million to $725 million without accounting for benefits of synergies, costs related to achieving synergies or transaction costs
- Interest expense of approximately $150 million
- Capital spending of $275 million to $325 million
This financial guidance is based on a number of assumptions including, but not limited to, the following material assumptions:
- Completion of the combination before the end of the first quarter of 2019
- West Texas Intermediate (WTI) oil prices of US$60-US$75 per barrel
- Henry Hub natural gas prices of US$3.00-US$3.50 per Million Btu
- Canadian industry drilling and service rig count approximately in-line with 2018 levels
- U.S. land industry drilling rig count increase of approximately 2% to 8% from current levels with continued strong demand for the most technically capable and operationally efficient rigs
- An average of approximately 10 to 12 Post-Arrangement Precision active rigs internationally
- An exchange rate of 1.30 Canadian dollars per U.S. dollar
In addition to the material assumptions referred to above, the preliminary 2019 financial guidance for Post-Arrangement Precision is subject to risks and uncertainties related to the transaction and those inherent in Precision’s and Trinidad’s businesses. See “Cautionary Statement Regarding Forward-Looking Information and Statements”.
Transaction Benefits Highlighted in Management Information Circular
2019 Post-Arrangement Precision Strategic Priorities
Following completion of the combination, our 2019 strategic priorities for Post-Arrangement Precision will be as follows:
- Execute successful integration of Trinidad and maximize financial performance through leveraging scale and fixed cost management with $52 million of annualized synergies in place by year-end 2019 as detailed below.
- Enhance High Performance, High Value strategy and expand operations through larger growth platforms in the U.S. and international markets, and drive technology deployment across the combined company.
- Generate strong cash flow to accelerate and increase debt repayments with a near-term target to reduce debt by $100 million to $150 million in 2019 and a long-term target to reduce debt by $400 million to $600 million by the end of 2021 (including debt repayment achieved in 2018).
Update on Expected Synergies
Precision has refined the previously announced estimate of annualized fixed cost synergies and is now expecting to realize synergies of approximately $37 million (Precision had previously disclosed an estimate of more than $30 million) resulting from:
- Administrative efficiencies
- Facility consolidation
- Identified at least 10 overlapping facilities across geographies
- Corporate cost synergies
- Public company
- Accounting, Legal and IT infrastructure
Precision has also completed additional analysis relating to operating efficiency synergies and expects to realize additional annualized field-level synergies of approximately $15 million (Precision had not previously quantified a dollar amount) resulting from:
- Integration onto Precision’s IT infrastructure and ERP system
- Utilizing Precision’s technical support centres to facilitate in house repair and maintenance
- Centralizing supply chain management, including drill pipe procurement
- Utilizing Precision’s manufacturing and project management capabilities
- Leveraging Precision’s extensive safety and training program
- Fixed cost leverage in international operations
Precision expects all cost reductions to be in place by year-end 2019, including both the fixed component and operational cost savings. The aforementioned synergies do not include potential asset sale proceeds (including rigs and properties), which would be directed towards accelerated debt repayments.
Debt Repayment and Updated Debt Reduction Targets
Precision expects to complete a pro rata partial paydown of US$30 million principal amount of its 6.50% senior notes due 2021 (the “Notes”), plus accrued and unpaid interest by mid-December. The partial paydown of the Notes will be funded with cash on hand. Following this redemption and other open market repurchases in the quarter, Precision will have repaid approximately $117 million of debt by year-end 2018, approaching the upper end of our stated target range of $75 million to $125 million. We are pleased with the progress we have made this year as debt reduction remains a key priority for the Company.
Based upon the expected synergies and preliminary 2019 financial guidance for Post-Arrangement Precision discussed above, we are targeting $400 million to $600 million of debt reduction for Post-Arrangement Precision by the end of 2021. This represents a $100 million increase from Precision’s previously stated long-term target range ($300 million to $500 million by the end of 2021). Included in this target is Precision’s debt repayments in 2018 and a shorter-term target of $100 million to $150 million in 2019. Precision expects to fund all stated debt reduction targets from free cash flow.
Asset Sale Process
Precision has been approached by multiple counterparties interested in the previously announced non-core rig divestiture from the combined Precision-Trinidad rig fleets. RBC Capital Markets has been retained to assist with the sale of these non-core rigs (“Non-Core Rig Sale”). The Non-Core Rig Sale would be targeted to close shortly after completion of the Trinidad transaction. Precision is not providing disclosure on the expected proceeds from the rig sales at this time.
In addition to the Non-Core Rig Sale, Precision and Trinidad have identified several properties that Precision would look to sell immediately after the closing the transaction. Gross proceeds from these property sales are expected to be approximately $50 million.
As previously stated, proceeds from asset sales would be directed towards accelerated debt repayments.
Benefits of Precision and Trinidad Combination
Trinidad and Precision strongly believe the financial and strategic benefits of this combination are uniquely compelling for shareholders and will provide shareholders of both Trinidad and Precision an opportunity to realize significant long-term value creation based on the following:
- Long-term value creation opportunity through continued equity ownership
- Sizeable and immediate cost synergies
- Significant free cash flow generation potential
- Creates a unique industry-leading, high performance land driller
- Third-largest U.S. land driller
- Expanded international growth opportunities
- Leader in land drilling technology with future growth opportunities
- Shared values create strong strategic fit
- Increased size and trading liquidity
- Stronger balance sheet and credit profile
NON-GAAP MEASURES
In this news release we reference non-GAAP (Generally Accepted Accounting Principles) measures. Adjusted EBITDA (net income before finance charges, transaction costs, income tax expense, depreciation and amortization, impairment of property, plant and equipment, foreign exchange, loss on repurchase and redemption of unsecured notes, fair value adjustments and gains from investments in joint ventures) is a term used by us to assess operating performance. As stated above, our preliminary 2019 Adjusted EBITDA guidance for Post-Arrangement Precision is provided without accounting for the benefits of synergies, costs related to achieving synergies or transaction costs. We believe Adjusted EBITDA provides useful supplemental information and have provided the preliminary 2019 Adjusted EBITDA guidance for Post-Arrangement Precision to assist investors and analysts in understanding our expected and targeted financial results upon completion of the combination transaction with Trinidad. Adjusted EBITDA does not have standardized meaning prescribed under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures used by other companies, including Trinidad.
The following tables provide historical Adjusted EBITDA and reconcile net income to Adjusted EBITDA for each of Precision, Trinidad and Post-Arrangement Precision for each of the periods indicated:
For the year ended December 31, 2017 | |||||||||||
(C$000s) | Precision | Trinidad(1) | Pro Forma Adjustments |
Pro Forma Precision |
|||||||
Net loss | (132,036 | ) | (80,481 | ) | 106,499 | (106,018 | ) | ||||
Adjustments: | |||||||||||
Finance charges | 137,928 | 39,991 | – | 177,919 | |||||||
Transaction costs | – | 2,068 | – | 2,068 | |||||||
Income tax expenses | (100,021 | ) | (58,815 | ) | 32,715 | (126,121 | ) | ||||
Depreciation and amortization | 377,746 | 197,796 | (139,214 | ) | 436,328 | ||||||
Impairment of property, plant and equipment |
15,313 | 2,993 | – | 18,306 | |||||||
Foreign exchange | (2,970 | ) | 9,295 | – | 6,325 | ||||||
Loss on repurchase and redemption of unsecured notes |
9,021 | – | – | 9,021 | |||||||
Fair value adjustments | – | 2,052 | – | 2,052 | |||||||
Gain from investments in joint ventures |
– | (17,659 | ) | – | (17,659 | ) | |||||
Adjusted EBITDA | 304,981 | 97,240 | – | 402,221 | |||||||
For the six months ended June 30, 2018 |
|||||||||||
(C$000s) | Precision | Trinidad(1) | Pro Forma Adjustments |
Pro Forma Precision |
|||||||
Net loss | (65,294 | ) | (34,447 | ) | 70,518 | (29,223 | ) | ||||
Adjustments: | |||||||||||
Finance charges | 63,782 | 18,849 | – | 82,631 | |||||||
Income tax expenses | (17,713 | ) | (19,288 | ) | 21,663 | (15,338 | ) | ||||
Depreciation and amortization | 175,929 | 115,502 | (92,181 | ) | 199,250 | ||||||
Foreign exchange | 1,771 | (4,527) | – | (2,756) | |||||||
Loss on repurchase and redemption of unsecured notes |
1,176 | – | – | 1,176 | |||||||
Fair value adjustments | – | (1,809) | – | (1,809) | |||||||
Gain from investments in joint ventures |
– | (7,608 | ) | – | (7,608 | ) | |||||
Adjusted EBITDA | 159,651 | 66,672 | – | 226,323 |
Note:
- Historical Adjusted EBITDA presented for Trinidad has been calculated by Precision in a different manner than Trinidad uses for its own reporting purposes.
The foregoing should be read in conjunction with the unaudited pro forma consolidated financial statements of Precision and Trinidad for the year ended December 31, 2017 and the six-month period ended June 30, 2018, including the notes thereto, copies of which are available on SEDAR.
In addition, the preliminary 2019 Adjusted EBITDA guidance for Post-Arrangement Precision is subject to a number of assumptions, risks and uncertainties related to the combination transaction and those inherent in Precision’s and Trinidad’s businesses. See “Cautionary Statement Regarding Forward-Looking Information and Statements” below.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this news release, 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:
- expected timing for the Canadian Competition Act process;
- the 2019 strategic priorities for Post-Arrangement Precision;
- expected cost synergies arising from the Arrangement;
- timing to realize expected synergies;
- the preliminary 2019 financial guidance for Post-Arrangement Precision, including Adjusted EBITDA, interest expense and capital spending;
- targeted acceleration and increase in debt repayments for Post-Arrangement Precision;
- expected partial paydown of the Notes;
- anticipated rig and property sales, including the timing thereof and expected proceeds therefrom;
- the anticipated benefits of the combination transaction;
- expectation that the combination transaction will create near-term and long-term value for shareholders of Precision and Trinidad achieved through the share exchange structure;
- expected free cash flow generation potential of the combination transaction;
- expectations regarding Trinidad’s and Precision’s ability to carry out expansion and growth plans;
- the increased size and trading liquidity of Post-Arrangement Precision’s securities; and
- the expectation that the combination transaction will improve Post-Arrangement Precision’s balance sheet and credit profile.
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, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:
- the specific assumptions set forth above under “Precision’s Preliminary 2019 Financial Guidance for Post-Arrangement Precision” and “Update on Expected Synergies”;
- the timely receipt of required regulatory and Court approvals;
- the satisfaction of other closing conditions in all material respects and on a timely basis in accordance with the terms of the arrangement agreement between Precision and Trinidad;
- Precision’s anticipated financial performance;
- the success of Trinidad’s and Precision’s operations;
- prevailing commodity prices and exchange rates;
- future operating costs of Trinidad’s and Precision’s assets;
- the market for Post-Arrangement Precision’s rigs;
- prevailing regulatory, tax and environmental laws and regulations;
- stock market volatility and market valuations;
- that there will be no significant events occurring outside of the normal course of business of Trinidad or Precision, as applicable;
- the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets;
- the status of current negotiations with our customers and vendors;
- customer focus on safety performance;
- existing term contracts are neither renewed nor terminated prematurely;
- 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:
- failure to complete the transaction in all material respects in accordance with the arrangement agreement between Precision and Trinidad or at all;
- unforeseen delays in completing this transaction;
- unforeseen difficulties or delays in integrating the assets of Trinidad into Precision’s operations;
- volatility in the price and demand for oil and natural gas;
- fluctuations in the demand for contract drilling, well servicing and ancillary oilfield services;
- our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
- changes in drilling and well servicing technology which could reduce demand for certain rigs or put us at a competitive disadvantage;
- shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
- the effects of seasonal and weather conditions on operations and facilities;
- the availability of qualified personnel and management;
- a decline in our safety performance which could result in lower demand for our services;
- changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas;
- 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 conditions.
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 or those of Post-Arrangement Precision or that could affect completion of the proposed combination of Precision and Trinidad 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, 2017 and the joint management information circular of Precision and Trinidad dated November 5, 2018, 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 result of new information, future events or otherwise, except as required by law.
The purpose of the preliminary 2019 financial guidance for Post-Arrangement Precision is to assist investors and analysts in understanding our expected and targeted financial results upon completion of the combination transaction with Trinidad and this information may not be appropriate for other purposes.
About Precision
Precision is a leading provider of safe and High Performance, High Value services to the oil and gas industry. Precision provides customers with access to an extensive fleet of contract drilling rigs, directional drilling services, well service and snubbing rigs, camps, rental equipment, and wastewater treatment units backed by a comprehensive mix of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, CFA
Senior Vice President and Chief Financial Officer
713.435.6111
Ashley Connolly, CFA
Manager, Investor Relations
403.716.4725
Precision Drilling Corporation
800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com