CALGARY, ALBERTA — (Marketwired) — 07/30/13 — Trican Well Service Ltd. (TSX: TCW) –
SECOND QUARTER HIGHLIGHTS
Consolidated revenue for the second quarter of 2013 was $396.6 million, a decrease of 5% compared to the second quarter of 2012. The adjusted consolidated net loss was $50.4 million compared to $48.6 million, and adjusted diluted loss per share was $0.34 compared to $0.33 for the same period in 2012. Adjusted loss per share for the second quarter of 2013 excludes a goodwill impairment write-down of $4.1 million relating to our Australia operations and $1.9 million in non-cash stock-based compensation expense. Funds used in operations were $29.1 million compared to $43.6 million in the second quarter of 2012.
Our Canadian operations generated quarterly revenue of $116.1 million and an operating loss of $12.8 million during the second quarter of 2013. Canadian revenue decreased by 17% and operating income decreased by 1030 basis points compared to the second quarter of 2012. The second quarter in Canada is typically impacted by spring break-up conditions; however, spring break-up extended later into the quarter during 2013. Operating conditions were also negatively impacted by increased rainfall throughout much of western Canada during the second quarter. The adverse weather conditions led to a decrease in second quarter industry activity levels compared to the second quarter of 2012. Despite the weak quarterly results in Canada, we expect strong demand for our services in Canada throughout the second half of 2013 and we expect to recover most of the second quarter activity that was lost due to weather.
Our U.S. operations generated second quarter revenue of $201.5 million, a decrease of 4% compared to the first quarter of 2013. Second quarter activity levels in the U.S. were relatively stable compared to the first quarter of 2013 as the U.S. rig count remained virtually unchanged. Our U.S. operating margins decreased by 430 basis points sequentially, as pricing declines were partially offset by further progress made on cost-cutting initiatives. Pricing decreased on a sequential basis by 8%, due largely to the renewal of three fracturing contracts late in the first quarter where pricing was adjusted down to reflect current market pricing. Activity levels and utilization remained strong in the Marcellus during the second quarter, and in response to this strong demand, we deployed a third full time fracturing crew in this region late in the second quarter. We have also deployed a fourth fracturing crew, relocated from an existing region, early in July as we expect customer demand in this region to remain strong for the balance of 2013. Our fracturing contract in the Haynesville expired near the end of the second quarter and we were unable to renew this contract with our customer at acceptable prices. We are currently looking to replace this work in the Haynesville but will also consider redeploying this equipment into a more active region, if necessary.
Second quarter revenue for our International operations was $79.0 million and the operating income was $3.6 million. Our Russian operations comprise the majority of our International results, and revenue was up year-over-year in this region as an increase in horizontal drilling and completions activity led to increased customer demand in Russia. Despite the revenue increases, second quarter results in Russia were slightly below expectations due to continued customer delays. In addition, operating margins are down year-over-year in Russia as pricing increases obtained in the 2013 work tenders have been more than offset by cost inflation. We believe third quarter activity levels will be strong in Russia and continue to expect Russian revenue to increase by 15-20% relative to 2012, with modest improvements in operating margins.
MANAGEMENT–S DISCUSSION AND ANALYSIS
CANADIAN OPERATIONS
Sales Mix
Operations Review
Second quarter Canadian activity levels were weak due to spring break-up conditions that led to road bans and road weight restrictions throughout most of the quarter. The wet weather in the second quarter was more severe and prolonged in Canada than in previous years, which was reflected in the drilling activity levels. Second quarter Canadian rig count was down 11% and the number of wells drilled was down 13% compared to the same period in 2012. These lower activity levels had a negative impact on all of our pressure pumping service lines in Canada.
Overall pricing for our Canadian operations decreased by 10% sequentially, and 26% compared to the second quarter of 2012. We typically see pricing weakness in the second quarter due to low activity levels, which caused a portion of the second quarter pricing drop. In addition, pricing levels weakened due to competitive Canadian market conditions as an increase in available pressure pumping equipment in Canada compared to 2012 has led to pricing decreases over the past several quarters.
We continued to integrate i-TEC–s completion tools into our Canadian operations. With the low Canadian activity levels during the second quarter, i-TEC–s Canadian operations did not have a meaningful impact on our overall financial results. We will continue to focus on establishing a market presence for i-TEC and our Canadian completion tools division throughout the remainder of 2013.
Q2 2013 versus Q2 2012
Canadian revenue for the second quarter of 2013 decreased by 17% compared to the second quarter of 2012. Revenue per job decreased by 12% as the 26% reduction in pricing was partially offset by an increase in fracturing revenue relative to total revenue. In addition, we continued to see an increase in fracturing job sizes in Canada, which also offset the pricing reduction. The job count decreased by 7% because of the year-over-year decrease in overall Canadian activity levels.
Materials and operating expenses increased to 104.6% of revenue compared to 97.1% for the same period in 2012. We are expecting strong Canadian activity levels in the third quarter of 2013, and we maintained our Canadian staffing levels, infrastructure and equipment in order to be well positioned to capitalize on the expected increase in activity. Consequently, we were unable to make any substantial reductions to our fixed cost structure in Canada during the second quarter, which had a negative impact on operating margins.
General and administrative expenses increased by $2.2 million due largely to higher share-based employee expenses.
Q2 2013 versus Q1 2013
Canadian revenue for the second quarter of 2013 decreased by 66% compared to the first quarter of 2013. The job count decreased by 55%, which compared to the 57% sequential drop in the Canadian rig count during the quarter. Revenue per job decreased by 23% due to the 10% decrease in price combined with a change in service line mix. Due to the low volume of pressure pumping work combined with a strong quarter for our Canadian industrial services group, industrial services revenue was substantially higher as a percentage of total revenue. Industrial services jobs are generally lower revenue compared to our pressure pumping service lines.
As a percentage of revenue, materials and operating expenses increased to 104.6% compared to 71.3% in the first quarter of 2013. Lower activity levels led to reduced operating leverage on our cost structure, which contributed to most of the operating margin decrease. Operating margins were also negatively impacted by the price reduction. General and administrative costs for the second quarter were relatively consistent with the first quarter of 2013.
UNITED STATES OPERATIONS
Sales Mix
Operations Review
Overall U.S. activity levels were flat sequentially, as the average U.S. rig count for the second quarter of 2013 was relatively consistent with the first quarter. Trican–s U.S. equipment utilization in the second quarter was also unchanged on a sequential basis. We continued to see strong utilization from our fracturing crews operating in the Eagle Ford and Marcellus plays. In response to the strong demand in the Marcellus, we deployed an additional fracturing crew in this region near the end of the second quarter, resulting in a total of three crews operating in the Marcellus region. Conversely, overall activity levels were flat in the Permian and down in the Bakken and Oklahoma, as these areas remained very competitive and over-supplied with fracturing equipment throughout the second quarter. Flooding and wet weather in the Bakken and tornados in Oklahoma also had a negative impact on activity levels in these regions during the second quarter. As a result, Trican–s equipment utilization levels did not increase sequentially in the Permian, Bakken and Oklahoma regions.
Fracturing contracts in the Haynesville and Barnett expired during the second quarter of 2013. The contract in the Barnett was extended and utilization for this crew was stable throughout the quarter. The Haynesville contract expired near the end of the second quarter and we were unable to renew this contract at acceptable prices. We are currently looking to replace this work in the Haynesville, but will also consider redeploying this equipment into a more active region, if necessary.
Second quarter U.S. pricing decreased by 8% compared to the first quarter of 2013. The majority of the decrease was due to the renewal of three fracturing contracts late in the first quarter where pricing was adjusted down to reflect current market pricing. In addition, spot market pricing decreased slightly in the Permian, Oklahoma and Bakken plays on a sequential basis. We continued to implement cost-cutting measures in the second quarter of 2013 and made additional progress in reducing product, transportation and logistics costs. The progress made on cost-cutting initiatives helped to offset the impact of lower pricing during the quarter.
We continued to see growth in our U.S. cementing service line during the second quarter of 2013. Cementing revenue increased by 25% sequentially, and by 57% year-over-year as we continue to see good customer acceptance of our U.S. cementing business. The U.S. coiled tubing market remained very competitive during the second quarter and as a result, we did not see any growth in this service line during the quarter.
We are pleased with the progress made by our U.S. completion tools division during the second quarter of 2013. We are seeing good customer acceptance of our i-TEC tools in the U.S. and saw a substantial increase in sequential revenue for this U.S. division. We will continue to focus on building the market presence and customer base for i-TEC and our U.S. completion tools division throughout the remainder of 2013.
Q2 2013 versus Q2 2012
U.S. revenue in the second quarter of 2013 was down 3% compared to the second quarter of 2012. Revenue per job decreased by 15% due to pricing reductions, a smaller proportion of fracturing revenue relative to total revenue, and a decrease in fracturing job sizes. The job count increased by 15% due largely to increased cementing activity combined with higher utilization for our Marcellus and Eagle Ford fracturing crews, which was offset slightly by lower activity in the Haynesville and Oklahoma regions.
As a percentage of revenue, materials and operating expenses decreased to 92.7% from 108.4%. Cost reductions for guar and product transportation and logistics contributed to a majority of the decrease. These factors were offset partially by a decrease in our pricing. General and administrative costs increased by $1.4 million due largely to increased share-based compensation.
Q2 2013 versus Q1 2013
On a sequential basis, U.S. revenue decreased by 4%. Revenue per job decreased by 11% due to an 8% drop in price and a smaller proportion of fracturing revenue relative to total revenue. The job count increased by 9% due primarily to increased activity in the Marcellus combined with higher cementing activity. These increases were offset partially by decreased utilization in the Haynesville and Oklahoma regions.
Materials and operating expenses increased to 92.7% from 88.4% as a percentage of revenue due to the 8% decrease in price that led to reduced operating leverage on our cost structure. This factor was partially offset by continued progress made on reducing product transportation and logistics costs. General and administrative costs were down slightly as increased share-based expenses were offset by lower administrative salary costs.
INTERNATIONAL OPERATIONS
Sales Mix
Operations Review
Our International operations include the financial results for operations in Russia, Kazakhstan, Algeria, Australia, Saudi Arabia, Colombia and Norway.
Our Russian operations comprise the majority of our International results and activity levels in Russia were slightly below expectations during the second quarter of 2013. Several of our Russian customers– work programs were slightly behind schedule, which contributed to the lower than expected revenue.
Second quarter financial results were strong in Kazakhstan for our two fracturing crews operating in the region and remained relatively consistent with the first quarter of 2013.
Financial results in Algeria have weakened year-over-year and are also down slightly, sequentially, due to a decrease in cementing activity for Trican in the region. We continue to see strong operating margins from our coiled tubing operations in Algeria but gains from the coiled tubing service line were more than offset by losses for our cementing service line during the second quarter. In response to the weak cementing activity in Algeria, we parked two cement units during the second quarter and are currently focused on growing our coiled tubing business in the region.
Cementing and environmental services activity increased sequentially, for our Australian operations and we are seeing improvement in this market. However, the Australian market has been slow to develop and is behind our initial activity level expectations for this region. We still believe that the Australian market has good growth potential and are committed to maintaining our presence in the region.
The i-TEC International division is based in Norway and we are continuing to integrate this division into our International operations. We are seeing good customer acceptance of the i-TEC tools in Russia and we will continue to focus on building i-TEC–s market presence in this region.
We are continuing to participate in tenders in Saudi Arabia and Colombia but did not perform any work in these regions during the second quarter of 2013.
Q2 2013 versus Q2 2012
Second quarter revenue in 2013 for our International operations increased by 11% compared to the second quarter of 2012. Revenue per job increased by 22% due primarily to an increase in fracturing revenue relative to total revenue, an increase in fracturing job size, and a slight increase in Russian pricing. The increase in horizontal completions and multi-stage fracturing for our Russian operations led to an increase in fracturing job size. The job count decreased by 9% due largely to a year-over-year decrease in coiled tubing and cementing activity for our Russian operations.
As a percentage of revenue, materials and operating expenses increased to 89.5% from 85.2% compared to the second quarter of 2012. Operating margins were negatively impacted by higher product costs in Russia as well as operating losses in Algeria. General and administrative costs increased by $1.7 million due largely to an increase in share-based employee costs in Russia.
Q2 2013 versus Q1 2013
International revenue increased by 13% sequentially, due to increases in both the job count and revenue per job. The job count increased by 5% due to increased activity in Russia for all our major service lines. Increased activity in Russia was largely due to seasonal improvements as the first quarter was impacted by cold weather. Increased cementing activity in Australia also contributed to the job count increase. Revenue per job increased by 4% due primarily to an increase in fracturing revenue relative to total revenue.
Materials and operating expenses decreased to 89.5% compared to 97.5% in the first quarter of 2013 due largely to increased operational leverage on our fixed cost structure in Russia. The improvements in Russia were partially offset by operating losses in Algeria. General and administrative costs are up $0.8 million due to increased share-based expenses.
CORPORATE
Q2 2013 versus Q2 2012
Corporate expenses for the second quarter of 2013 increased by $2.0 million compared to the second quarter of 2012 due largely to an increase in share-based expenses.
Q2 2013 versus Q1 2013
Sequentially, corporate expenses decreased by $5.2 million due to decreases in profit sharing and share-based expenses.
OTHER EXPENSES AND INCOME
Finance costs for the second quarter of 2013 decreased by $1.2 million compared to the same period in 2012. Depreciation and amortization increased by $12.4 million compared to the same period last year due to capital additions related to our capital expansion program.
Foreign exchange gains of $1.5 million have been recorded for the quarter ended June 30, 2013, compared to losses of $2.9 million for the same period in 2012. This change is due to the net impact of fluctuations in the U.S. dollar and the Russian ruble relative to the Canadian dollar. Other income, for the second quarter of 2013 was $1.4 million compared to $0.7 million in the same period of 2012. Other income is mainly comprised of interest income earned on cash balances and gains on asset sales.
During the three months ended June 30, 2013, due to slower than anticipated growth in the region, Trican identified impairment indicators for the goodwill balance related to the Australian operations. As a result of the analysis performed, Trican concluded that the recoverable value of the continuing Australian operations was less than its carrying amount, and a goodwill impairment charge of $6.4 million was recorded. Somewhat offsetting the goodwill impairment is a gain of $2.3 million recognized through the reversal of the performance-based contingency payment owed to the former owners of the Australian entity. Trican continues to believe in the viability of the Australian market and will continue to focus on growing our presence in the region.
INCOME TAXES
Trican recorded an income tax recovery of $18.8 million for the three months ended June 30 2013, versus a recovery of $25.1 million for the same period of 2012. The decrease in the tax recovery is primarily attributable to a larger taxable loss in Canada and smaller taxable loss in the U.S. compared to the second quarter of 2012. Canada has a lower corporate tax rate compared to the U.S.
CANADIAN OPERATIONS
Canadian revenue for the six months ended June 30, 2013, was 21% lower than the same period in 2012. Revenue per job decreased by 18% as the 23% year-to-date decrease in pricing was offset partially by larger fracturing jobs performed in 2013 compared to 2012. The job count was also down 4% due to lower Canadian activity levels as rig count was down 11% for the first six months of 2013 compared to 2012.
As a percentage of revenue, materials and operating expenses increased to 79.8% from 70.1% compared to the same period in 2012. Lower pricing and activity levels resulted in lower operating leverage on our cost structure, which caused the decrease in operating margins. General and administrative expenses increased by $1.0 million as an increase in share-based costs was offset by a decrease in profit sharing expenses.
UNITED STATES OPERATIONS
U.S. revenue for the first six months of 2013 decreased by 3% compared to the first six months of 2012. Revenue per job decreased by 18% due to an 8% drop in pricing, a decrease in fracturing revenue relative to total revenue, and smaller fracturing job sizes performed. Job count increased by 18% due to an increase in cementing activity combined with higher utilization in the Marcellus and Eagle Ford. These increases were offset partially by decreased utilization for our fracturing crews in the Haynesville and Oklahoma regions.
As a percentage of revenue, materials and operating expenses decreased to 90.5% from 97.9%. Cost reductions for guar and product transportation and logistics led to an increase in operating margins. These cost reductions were offset partially by reduced pricing. General and administrative costs increased by $3.2 million due to increased share-based, profit sharing and U.S. head office expenses.
INTERNATIONAL OPERATIONS
Year-to-date International revenue is up 10% compared to the same period in 2012. Revenue per job has increased by 20% due to an increase in fracturing revenue relative to total revenue, an increase in fracturing job size, and a slight increase in Russian pricing. The job count has decreased by 6% due to a decrease in cementing and coiled tubing in Russia.
Materials and operating expenses increased to 93.3% of revenue compared to 89.8% of revenue in the same period in 2012. An increase in Russian product costs as well as operating losses in Algeria contributed to the year-over-year decrease in operating margins. General and administrative costs increased by $1.8 million due largely to an increase in share-based employee expenses.
CORPORATE
Corporate costs are up $3.0 million for the first six months of 2013 compared to the same period in 2012. Increased share-based expenses account for the majority of the increase.
OTHER EXPENSES AND INCOME
For the six months ended June 30, 2013, finance costs increased by $2.1 million compared to the same period in 2012 due to increased debt balances. Depreciation and amortization increased by $23.7 million compared to the same period last year due to capital additions related to our capital expansion program.
Foreign exchange gains of $3.2 million have been recorded for the six months ended June 30, 2013, compared to losses of $2.2 million for the same period in 2012. This change is due to the net impact of fluctuations in the U.S. dollar and the Russian ruble relative to the Canadian dollar. Year-to-date other income was $3.5 million compared to $2.1 million for the same period of 2012. Other income is largely comprised of gains on asset sales and interest income on cash balances.
INCOME TAXES
Trican recorded an income tax recovery of $9.0 million for the six months ended June 30, 2013, versus and expense of $6.5 million for the same period of 2012. The decrease in tax expense is primarily attributable to lower earnings.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
Funds used in operations decreased to $33.1 million for the second quarter of 2013 compared to $49.1 million for the same period in 2012. The decrease was due largely to less taxes paid during the quarter.
At June 30, 2013, Trican had working capital of $350.2 million compared to $547.4 million at the end of 2012. The decrease is due to lower cash on hand and lower accounts receivable primarily due to a decrease in second quarter activity.
Investing Activities
Capital expenditures for the second quarter of 2013 totaled $30.0 million, compared with $148.3 million for the same period in 2012. Capital expenditures for the six months ended June 30, 2013, were $61.0 million compared to $304.2 million in the same period of 2012. A substantial decrease in our 2013 capital program relative to the 2012 program resulted in a significant decline in capital expenditures.
During the second quarter of 2013, we increased our 2013 capital budget by $27 million. The increase is largely directed at maintenance and infrastructure initiatives for our Canadian and U.S. operations. Capital expenditures for the remainder of 2013 are expected to be approximately $100 million to $120 million based on current 2013 budgets and remaining capital expenditures on prior year budgets.
During the first quarter of 2013, Trican closed the previously announced acquisition of i-TEC in exchange for cash consideration of $31.0 million and 2.4 million Trican common shares valued at $30.3 million.
Financing Activities
As at July 30, 2013, Trican had 148,896,934 common shares and 8,306,690 employee stock options outstanding.
During the first six months of 2013, Trican–s repaid net $74.9 million on its $500.0 million revolving credit facility. The balance of the facility at June 30, 2013, was $171.7 million leaving $328.3 million of available debt under the facility.
During the first quarter of 2013, Trican received approval from the Toronto Stock Exchange to renew the normal course issuer bid to purchase its own common shares, for cancellation, for the one-year period of March 8, 2013, to March 7, 2014. During the six months ended June 30, 2013, no common shares were purchased under the normal course issuer bid.
Trican currently pays a semi-annual dividend of $0.15 per share. During the first quarter of 2013, $22.0 million in dividend payments were made. During the second quarter of 2013, Trican accrued $22.3 million in dividends that will be paid during the third quarter of 2013.
OUTLOOK
Canadian Operations
We expect Canadian demand for our services to be strong in the third quarter of 2013. Canadian rig count has recently rebounded from second quarter lows, and based on discussions with our Canadian customers, we believe our activity levels for the third quarter of 2013 will be higher than the third quarter of 2012. We will complete a large Horn River project and expect to be working for several customers in the Duvernay during the third quarter. These large projects are anticipated to keep equipment utilization levels strong for our fracturing service line.
Third quarter pricing is expected to improve compared to the second quarter of 2013 but is not expected to return to first quarter pricing levels. Despite the anticipated increase in activity, the Canadian market remains competitive and we do not believe that Canadian prices will increase substantially until activity levels and equipment utilization remain strong over a sustained period of time. Given the expectation of lower year-over-year pricing, we believe operating margins in the third quarter of 2013 will be lower than the third quarter of 2012.
Based on early indications from our Canadian customers, we expect Canadian demand and activity levels to sequentially drop in the fourth quarter of 2013 but remain above 2012 levels. We also believe that the Canadian market is poised to grow in 2014 based on further development of the Duvernay play and LNG related activity in gas plays such as the Montney and Horn River; however, this expectation is dependent on several market factors including commodity prices and the spending levels of our customers.
U.S. Operations
We expect the U.S. pressure pumping market to remain competitive for the rest of 2013 as there continues to be excess pumping equipment in the market. For this reason, we do not believe that there will be an opportunity to increase pricing in 2013; however, we expect spot market pricing to remain stable for the remainder of 2013. All of our long term contracts for 2013 have been renegotiated, with all renewed except for one crew in the Haynesville shale. We do not foresee additional price drops on these contracted crews throughout the remainder of 2013.
We will continue to focus on increasing U.S. equipment utilization in the upcoming quarters. Despite the competitive and challenging market conditions, we believe there will be opportunities to increase utilization through high-technology product offerings including water recycling services, fluid systems and completion tools. We believe we have differentiating technology and our focus in the U.S. will be to effectively market this technology to new and existing U.S. customers in order to increase utilization.
We will also continue to focus on U.S. cost-cutting initiatives for the second half of 2013. We believe that we can continue to lower our product handling and transportation costs through better logistics management. In addition, we expect that improvements to our U.S. infrastructure will provide opportunities to lower outsourcing costs for repairs and maintenance and product storage in the second half of 2013.
In addition to the third Marcellus fracturing crew that was deployed during the second quarter, we deployed a fourth fracturing crew in the Marcellus early in the third quarter of 2013 due to strong customer demand in the region. We expect to realize the full benefit of these additional Marcellus crews during the third quarter of 2013. Increased Marcellus activity, combined with additional cost control, is expected to have a positive impact on U.S. margins in the third quarter of 2013. However, U.S. operating margins in the second half of 2013 will depend significantly on maintaining high equipment utilization levels in a low price environment in all of our regions.
International Operations
Although the second quarter results in Russia were below expectations, our 2013 outlook for this region has not changed. We continue to expect revenue to increase by 15-20% relative to 2012 with modest improvements in operating margins. Revenue increases are being driven by an increase in horizontal drilling and multi-stage fracturing as the Russian market continues to trend towards more unconventional work.
Our Kazakhstan operations continued to be profitable although year-over-year activity was down in the region. We expect activity levels to be down slightly year-over-year with strong operating margins for the remainder of 2013.
The Algerian cementing business has been shut down due to low demand levels in the region. With the focus now on the more profitable coiled tubing business, we expect Algerian operating margins to improve during the second half of 2013.
Our cementing business in Australia improved during the second quarter and we expect to continue this momentum into the second half of 2013 as we have been awarded additional cementing contracts in this region. We continue to focus on increasing utilization in Australia for our cementing service line and will look to obtain new work tenders during the second half of 2013.
NON-IFRS DISCLOSURE
Adjusted net income/(loss), operating income and funds provided by /(used in) operations do not have any standardized meaning as prescribed by IFRS and, therefore, are considered non-IFRS measures.
Adjusted net income/(loss) and funds provided by operations have been reconciled to profit and operating income has been reconciled to gross profit, being the most directly comparable measures calculated in accordance with IFRS. The reconciling items have been presented net of tax.
FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking information and financial outlook based on Trican–s current expectations, estimates, projections and assumptions that were made by the Company in light of information available at the time the statement was made. Forward-looking information and financial outlook that address expectations or projections about the future, and other statements and information about the Company–s strategy for growth, expected and future expenditures, costs, operating and financial results, future financing and capital activities are forward-looking statements. Some forward-looking information and financial outlook are identified by the use of terms and phrases such as “anticipate,” “achieve”, “achievable,” “believe,” “estimate,” “expect,” “intend”, “plan”, “planned”, and other similar terms and phrases. This forward-looking information and financial outlook speak only as of the date of this document and we do not undertake to publicly update this forward-looking information and financial outlook except in accordance with applicable securities laws. This forward-looking information and financial outlook include, among others:
Forward-looking information and financial outlook is based on current expectations, estimates, projections and assumptions, which we believe are reasonable but which may prove to be incorrect. Trican–s actual results may differ materially from those expressed or implied and therefore such forward-looking information and financial outlook should not be unduly relied upon. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things: industry activity; the general stability of the economic and political environment; effect of market conditions on demand for the Company–s products and services; the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate its business in a safe, efficient and effective manner; the performance and characteristics of various business segments; the effect of current plans; the timing and costs of capital expenditures; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which the Company operates; and the ability of the Company to successfully market its products and services.
Forward-looking information and financial outlook is subject to a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks and uncertainties include: fluctuating prices for crude oil and natural gas; changes in drilling activity; general global economic, political and business conditions; weather conditions; regulatory changes; the successful exploitation and integration of technology; customer acceptance of technology; success in obtaining issued patents; the potential development of competing technologies by market competitors; and availability of products, qualified personnel, manufacturing capacity and raw materials. The foregoing important factors are not exhaustive. In addition, actual results could differ materially from those anticipated in forward-looking information and financial outlook provided herein as a result of the risk factors set forth under the section entitled “Risks Factors” in our Annual Information Form dated March 21, 2013. Readers are also referred to the risk factors and assumptions described in other documents filed by the Company from time to time with securities regulatory authorities.
Additional information regarding Trican including Trican–s most recent annual information form is available under Trican–s profile on SEDAR ().
BUSINESS ACQUISITIONS
Effective January 11, 2013, Trican acquired all of the issued and outstanding shares and discharged the existing debt of Petro Tools Holding AS, the holding company for i-TEC and its subsidiaries (collectively “i-TEC”), for consideration of $61.3 million, which is made up of cash of $31.0 million and 2,381,381 Trican common shares, issued at $12.73 per share. The initial accounting for the acquisition is incomplete, as Trican is working to quantify the opening fair values of the assets acquired, liabilities assumed and intangible assets arising from the acquisition. Furthermore, the value of goodwill arising from the synergies created through the i-TEC acquisition will be determined once the values at acquisition have been established. In conjunction with the acquisition, Trican has agreed to pay contingent consideration of up to U.S. $45 million subject to agreed upon financial targets for i-TEC for the year ended December 31, 2013. Trican has determined the acquisition fair value of the contingent consideration to be nil. All of i-TEC–s earnings have been included in Trican–s condensed consolidated statement of comprehensive income since January 11, 2013.
The preliminary acquisition fair values have been determined as follows:
Final fair value determinations will be made once the accounting for the transaction has been completed.
GOODWILL IMPAIRMENT
During the three months ended June 30, 2013, the accrual for the performance based contingency payment of $2.3 million, payable to the former owners of Viking Energy Pty. Limited, was reversed as the performance criteria were not met. The Company identified this reversal as an indicator of impairment at June 30, 2013, and as a result completed an impairment test of the related goodwill, within the Australia cash generating unit (“CGU”), included within the International operations segment. Trican concluded that the recoverable amount, determined by discounting the future cash flows to be generated from the continuing operations of the Australian CGU, was less than its carrying amount and a goodwill impairment charge of $6.4 million was recorded. The Company used a discount rate of 11% and a useful life of nine years to calculate the recoverable amount.
LOANS AND BORROWINGS
Long term debt
Trican has a $500.0 million four-year extendible revolving credit facility (“Revolving Credit Facility”) with a syndicate of banks. The Revolving Credit Facility is unsecured and bears interest at the applicable Canadian prime rate, U.S. prime rate, Banker–s Acceptance rate, or at LIBOR, plus 50 to 325 basis points, dependent on certain financial ratios of the Company. On October 18, 2012, Trican extended its Revolving Credit Facility by an additional year to 2016. The Revolving Credit Facility requires Trican to comply with certain financial and non-financial covenants that are typical for this type of arrangement. Trican was in compliance with these covenants at June 30, 2013 (2012 – in compliance).
Notes payable
The Notes payable require the Company to comply with certain financial and non-financial covenants that are typical for this type of arrangement. At June 30, 2013, the Company was in compliance with these covenants (2012 – in compliance).
INCOME TAXES
The net income tax provision differs from that expected by applying the combined federal and provincial income tax rate of 25.26% (2012 – 25.17%) to income before income taxes for the following reasons:
The change in the combined federal and provincial income tax rate is due to an increase in the British Columbia provincial tax rate from 10% to 11% effective April 1, 2013.
OPERATING SEGMENTS
The Company operates in Canada and the U.S. along with a number of international regions, which include Russia, Kazakhstan, Algeria, Australia, Saudi Arabia, Colombia and Norway. Each geographic region has a General Manager that is responsible for the operation and strategy of their region–s business. Personnel working within the particular geographic region report to the General Manager; the General Manager reports to the Corporate Executive.
The Company provides a comprehensive array of specialized products, equipment, services and technology to customers through three operating divisions:
Information regarding the results of each geographic region is included below. Performance is measured based on revenue and gross profit as included in the internal management reports, which are reviewed by the Company–s executive management team. Each region–s gross profit is used to measure performance as management believes that such information is most relevant in evaluating regional results relative to other entities that operate within the industry. Transactions between the segments are recorded at cost and have been eliminated upon consolidation.
The Corporate division does not represent an operating segment and is included for informational purposes only. Corporate division expenses consist of salary expenses, stock-based compensation and office costs related to corporate employees, as well as public company costs.
Contacts:
Trican Well Service Ltd.
Dale Dusterhoft
Chief Executive Officer
Trican Well Service Ltd.
Michael Baldwin
Vice President, Finance & CFO
Trican Well Service Ltd.
Gary Summach
Director of Reporting and Investor Relations
Trican Well Service Ltd.
(403) 266 – 0202
(403) 237 – 7716 (FAX)
2900, 645 – 7th Avenue S.W.
Calgary, Alberta T2P 4G8