6-K
PRECISION DRILLING Corp (PDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of, April 2024
Commission File Number: 001-14534
Precision Drilling Corporation
(Exact name of registrant as specified in its charter)
800, 525 - 8 Avenue S.W.Calgary, AlbertaCanada T2P 1G1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ___ | Form 40-F _X_ |
|---|
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: April 25, 2024 | PRECISION<br> DRILLING CORPORATION | |
|---|---|---|
| By: | /s/Carey T Ford . | |
| Name: | Carey T Ford | |
| Title: | Chief Financial Officer | |
| Exhibit | DESCRIPTION | |
| --- | --- | |
| 31.1 | Certification of Chief Executive Officer, Kevin Neveu, regarding the “Certification of Interim Filings” pursuant to Form 52-109F2. | |
| 31.2 | Certification of Chief Financial Officer, Carey Ford, regarding the “Certification of Interim Filings” pursuant to Form 52-109F2. | |
| 99.1 | Management’s Discussion and Analysis for the period ended March 31, 2024. | |
| 99.2 | Consolidated Financial Statements for the period ended March 31, 2024. |
Exhibit 31.1
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Kevin A. Neveu, President and Chief Executive Officer of Precision Drilling Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the<br>"interim filings") of Precision Drilling Corporation (the "issuer"), for the interim period ended March 31, 2024. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings. |
| --- | --- |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing<br>and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's<br>other certifying officer and I have, as at the end of the period covered by the interim filings |
| --- | --- |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br>that |
| --- | --- |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and |
| --- | --- |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP. |
| --- | --- |
| 5.1 | Control framework: The control framework the issuer's other certifying officer and I used<br>to design the issuer's ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992) and the Control Objectives<br>for Information and Related Technologies (COBIT). |
| --- | --- |
| 5.2 | ICFR – material weakness relating to design: N/A. |
| --- | --- |
| 5.3 | Limitation on scope of design: N/A. |
| --- | --- |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in<br>the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has<br>materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| --- | --- |
Date: April 25, 2024
| By: | /s/Kevin A Neveu |
|---|---|
| Name: Kevin A. Neveu<br><br> <br>Title: President and Chief Executive Officer |
Exhibit 31.2
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Carey T. Ford, Chief Financial Officer of Precision Drilling Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the<br>"interim filings") of Precision Drilling Corporation (the "issuer"), for the interim period ended March 31, 2024. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings. |
| --- | --- |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing<br>and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's<br>other certifying officer and I have, as at the end of the period covered by the interim filings |
| --- | --- |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br>that |
| --- | --- |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and |
| --- | --- |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP. |
| --- | --- |
| 5.1 | Control framework: The control framework the issuer's other certifying officer and I used<br>to design the issuer's ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992) and the Control Objectives<br>for Information and Related Technologies (COBIT). |
| --- | --- |
| 5.2 | ICFR – material weakness relating to design: N/A. |
| --- | --- |
| 5.3 | Limitation on scope of design: N/A. |
| --- | --- |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in<br>the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has<br>materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| --- | --- |
Date: April 25, 2024
| By: | /s/Carey T. Ford |
|---|---|
| Name: Carey T. Ford<br><br> <br>Title: Chief Financial Officer |
Exhibit 99.1

PRECISION DRILLING
First Quarter Report for the three months ended March 31, 2024 and 2023
MANAGEMENT’S DISCUSSION AND ANALYSIS
This report 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 risksto which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in thisreport. This report contains references to certain Financial Measures and Ratios, including Adjusted EBITDA (earnings before income taxes,loss (gain) on investments and other assets, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization),Funds Provided by (Used in) Operations, Net Capital Spending, Working Capital and Total Long-term Financial Liabilities. These terms donot have standardized meanings prescribed under International Financial Reporting Standards (IFRS) Accounting Standards and maynot be comparable to similar measures used by other companies, see “Financial Measures and Ratios” later in this report.
Financial Highlights
| · | Revenue was $528 million compared to $559 million in the first quarter of 2023 with the decrease mainly attributable to lower U.S.<br>activity. |
|---|---|
| · | Adjusted EBITDA^(1)^ was $143 million and included share-based compensation charges<br>of $23 million as our share price increased 27% in the first quarter. By comparison, Adjusted EBITDA in the first quarter of 2023 was<br>$203 million and included a $12 million recovery as our share price decreased 33% in the first quarter of 2023. |
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| · | Net earnings were $37 million or $2.53/share compared to $96 million or $7.02/share in the first quarter of 2023. |
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| · | Completion and Production Services revenue and Adjusted EBITDA were $87 million and $19 million, respectively, compared with $75 million<br>and $17 million in the same quarter last year. |
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| · | Cash from operations was $66 million compared to $28 million in the comparative quarter. |
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| · | Share repurchases were $10 million compared to $5 million in the first quarter of 2023. |
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| · | Capital expenditures were $56 million compared to $51 million in the first quarter of 2023. |
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| · | Precision remains on track to reduce debt between $150 million and $200 million in 2024 and return between 25% and 35% of free cash<br>flow to shareholders in 2024. |
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Operational Highlights
| · | Canada averaged 73 active drilling rigs, compared to 69 for the first quarter of 2023. |
|---|---|
| · | Canadian revenue per utilization day was $35,596 compared to $32,304 in the same period last year. |
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| · | U.S. averaged 38 active drilling rigs compared to 60 for the first quarter of 2023. |
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| · | U.S. revenue per utilization day was US$32,867 compared to US$34,963 in the same quarter last year. |
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| · | International averaged eight active drilling rigs, with revenue per utilization day of US$52,808 compared to US$51,753 in the first<br>quarter of 2023. |
| --- | --- |
| · | Service rig operating hours totaled 74,505, a 28% increase as compared with the same<br>quarter last year driven by the CWC Energy Services (CWC) acquisition in late 2023. |
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| (1) | See “FINANCIAL MEASURES AND RATIOS." |
| --- | --- |
1
SELECT FINANCIAL AND OPERATING INFORMATION
Financial Highlights
| For the three months ended March 31, | |||||||
|---|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except per share amounts) | 2024 | 2023 | % Change | ||||
| Revenue | 527,788 | 558,607 | (5.5 | ) | |||
| Adjusted EBITDA^(1)^ | 143,149 | 203,219 | (29.6 | ) | |||
| Net earnings | 36,516 | 95,830 | (61.9 | ) | |||
| Cash provided by operations | 65,543 | 28,356 | 131.1 | ||||
| Funds provided by operations^(1)^ | 117,765 | 159,653 | (26.2 | ) | |||
| Cash used in investing activities | 75,237 | 78,817 | (4.5 | ) | |||
| Capital spending by spend category^(1)^ | |||||||
| Expansion and upgrade | 14,370 | 16,345 | (12.1 | ) | |||
| Maintenance and infrastructure | 41,157 | 34,450 | 19.5 | ||||
| Proceeds on sale | (5,186 | ) | (7,765 | ) | (33.2 | ) | |
| Net capital spending^(1)^ | 50,341 | 43,030 | 17.0 | ||||
| Net earnings per share: | |||||||
| Basic | 2.53 | 7.02 | (64.0 | ) | |||
| Diluted | 2.53 | 5.57 | (54.6 | ) | |||
| Weighted average shares outstanding: | |||||||
| Basic | 14,407 | 13,648 | 5.6 | ||||
| Diluted | 14,410 | 14,839 | (2.9 | ) | |||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | ||||||
| --- | --- |
Operating Highlights
| 2024 | 2023 | % Change | ||
| Contract drilling rig fleet | 214 | 225 | (4.9 | ) |
| Drilling rig utilization days: | ||||
| U.S. | 3,453 | 5,382 | (35.8 | ) |
| Canada | 6,617 | 6,168 | 7.3 | |
| International | 728 | 433 | 68.1 | |
| Revenue per utilization day: | ||||
| U.S. (US) | 32,867 | 34,963 | (6.0 | ) |
| Canada (Cdn) | 35,596 | 32,304 | 10.2 | |
| International (US) | 52,808 | 51,753 | 2.0 | |
| Operating costs per utilization day: | ||||
| U.S. (US) | 21,719 | 20,271 | 7.1 | |
| Canada (Cdn) | 19,959 | 18,746 | 6.5 | |
| Service rig fleet | 183 | 118 | 55.1 | |
| Service rig operating hours | 74,505 | 58,341 | 27.7 |
All values are in US Dollars.
Drilling Activity
| Average for the quarter ended 2023 | Average for the quarter ended 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Mar. 31 | June 30 | Sept. 30 | Dec. 31 | Mar. 31 | |||
| Average Precision active rig count^(1)^: | |||||||
| U.S. | 60 | 51 | 41 | 45 | 38 | ||
| Canada | 69 | 42 | 57 | 64 | 73 | ||
| International | 5 | 5 | 6 | 8 | 8 | ||
| Total | 134 | 98 | 104 | 117 | 119 | ||
| (1) | Average number of drilling rigs working or moving. | ||||||
| --- | --- |
2
Financial Position
| (Stated in thousands of Canadian dollars, except ratios) | March 31, 2024 | December 31, 2023^(2)^ |
|---|---|---|
| Working capital^(1)^ | 208,107 | 136,872 |
| Cash | 30,948 | 54,182 |
| Long-term debt | 935,142 | 914,830 |
| Total long-term financial liabilities^(1)^ | 1,006,128 | 995,849 |
| Total assets | 2,997,126 | 3,019,035 |
| Long-term debt to long-term debt plus equity ratio ^(1)^ | 0.36 | 0.37 |
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | |
| --- | --- | |
| (2) | Comparative period figures were restated due to a change in accounting policy. See "CHANGE IN ACCOUNTING<br>POLICY." | |
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Summary for the three months ended March 31, 2024:
| · | Revenue decreased to $528 million compared with $559 million in the first quarter of 2023 as a result<br>of lower U.S. activity and day rates, partially offset by higher Canadian and international activity and day rates. |
|---|---|
| · | Adjusted EBITDA was $143 million as compared with $203 million in 2023. Our lower 2024 Adjusted EBITDA<br>was primarily the result of lower U.S. activity and day rates and increased share-based compensation charges, partially offset by increased<br>Canadian and international activity and day rates. Share-based compensation was $23 million as compared to a recovery of $12 million in<br>2023. Please refer to “Other Items” later in this report for additional information on share-based compensation. |
| --- | --- |
| · | Adjusted EBITDA as a percentage of revenue was 27% as compared with 36% in 2023. |
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| · | U.S. revenue per utilization day was US$32,867 compared with US$34,963 in 2023. The decrease was primarily<br>the result of lower fleet average day rates and lower turnkey revenue, offset by higher recoverable costs. We did not recognize revenue<br>from idle but contracted rigs and turnkey projects as compared with US$1 million and US$7 million, respectively in 2023. Revenue per utilization<br>day, excluding the impact of idle but contracted rigs and turnkey activity was US$32,867, compared to US$33,721 in 2023, a decrease of<br>US$854 or 3%. Revenue per utilization day, excluding idle but contracted rigs, was consistent with the fourth quarter of 2023. |
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| · | U.S. operating costs per utilization day increased to US$21,719 compared with US$20,271 in 2023. The increase<br>is mainly due to higher recoverable costs, fixed costs spread over lower activity and higher repairs and maintenance, partially offset<br>by lower turnkey costs. U.S. operating costs per utilization day, excluding turnkey, was US$21,719 compared with US$19,421 in 2023. Sequentially,<br>excluding the impact of turnkey activity, operating costs per utilization day increased US$704. |
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| · | Canadian revenue per utilization day was $35,596 compared with $32,304 in 2023. The increase was a result<br>of higher average day rates and recoverable costs. Sequentially, revenue per utilization day increased $980 due to higher recoverable<br>costs and increased boiler revenue. |
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| · | Canadian operating costs per utilization day increased to $19,959, compared with $18,746 in 2023, due<br>to higher field wages and recoverable costs. Sequentially, daily operating costs increased $769 due to higher labour related costs, including<br>burden and larger crew formations. |
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| · | We realized US$38 million of international contract drilling revenue compared with US$22 million in 2023. |
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| · | General and administrative expenses were $45 million as compared with $16 million in 2023. The increase<br>was primarily due to higher share-based compensation charges. |
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| · | Net finance charges were $18 million, a decrease of $5 million compared with 2023 and was the result of<br>lower outstanding long-term debt. |
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| · | Capital expenditures were $56 million compared with $51 million in 2023. Capital spending by spend category included $14 million for<br>expansion and upgrades and $41 million for the maintenance of existing assets, infrastructure, and intangible assets. |
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| · | Income tax expense for the quarter was $13 million as compared with $18 million in 2023. During the first quarter, we continued to<br>not recognize deferred tax assets on certain international operating losses. |
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3
| · | We generated cash from operations of $66 million, repurchased $10 million of our shares, and ended the quarter with $31 million of<br>cash and more than $600 million of available liquidity. |
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STRATEGY
Precision’s vision is to be globally recognized as the High Performance,High Value provider of land drilling services. Our strategic priorities for 2024 are focused on increasing our capital returns to shareholders by delivering best-in-class service and generating free cash flow.
Precision’s 2024 strategic priorities and the progress made during the first quarter are as follows:
| 1. | Concentrate organizational efforts on leveraging our scale and generating free cash flow. |
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| · | Generated cash from operations of $66 million, a 131% increase over the first quarter of 2023. |
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| · | Increased our daily drilling operating margins^(1)^ 15% in Canada year over year. |
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| · | To date, realized approximately $16 million of the expected $20 million in annual synergies from the CWC<br>acquisition, which closed in late 2023. |
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| 2. | Reduce debt by between $150 million and $200 million and allocate 25% to 35% of free cash flow beforedebt repayments for share repurchases. |
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| · | Returned $10 million of capital to shareholders through share repurchases. |
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| · | Remain committed to our 2024 debt reduction plans and our long-term debt reduction target of $600 million<br>between 2022 and 2026, while moving our direct shareholder capital returns towards 50% of free cash flow. |
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| 3. | Continue to deliver operational excellence in drilling and service rig operations to strengthen ourcompetitive position and extend market penetration of our Alpha^TM^ and EverGreen^TM^ products. |
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| · | Increased our Canadian drilling rig utilization days and well servicing rig operating hours over the first<br>quarter of 2023, maintaining our position as the leading provider of high-quality and reliable services in Canada. |
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| · | More than doubled our EverGreen^TM^ revenue from the first quarter of 2023. |
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| (1) | Revenue per utilization day less operating costs per utilization day. |
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OUTLOOK
The outlook for North America energy is positive as global demand continues to rise, while geopolitical issues continue to threaten supply. In Canada, the imminent start-up of the Trans Mountain pipeline expansion, followed by LNG Canada, will provide significant tidewater access for both Canadian crude and natural gas, supporting additional Canadian drilling activity. In the U.S., the next wave of LNG projects is expected to add approximately 12 bcf/d of export capacity over the next three years, supporting additional U.S. natural gas drilling activity.
In Canada, we currently have 48 rigs operating, ten more rigs than a year ago, and expect this trend to continue throughout spring break-up due to increasing year-round pad drilling in the Montney and heavy oil programs. Our Canadian fleet is in high demand and we expect customer demand for our Super Triple and Super Single pad capable fleets to exceed supply into 2025 with increased take away capacity.
In the U.S., we currently have 39 rigs operating as drilling activity continues to be influenced by weak natural gas prices and pending merger and acquisition transactions. We view these headwinds as short-term in nature and believe rig count could improve in the later part of 2024 with continued strong oil prices.
Internationally, we expect to have eight rigs running throughout all of 2024. This represents a 40% increase in activity compared to 2023, which should drive a 50% increase in our international earnings. We continue to bid our remaining idle rigs within the region and remain optimistic about our ability to secure additional rig activations.
As the premier well service provider in Canada, with size and scale, the outlook for this business is positive. We expect customer demand to increase with the start-up of the Trans Mountain pipeline expansion and increased regulatory spending requirements for well abandonments, supporting healthy activity and strong pricing into the foreseeable future.
We believe cost inflation is largely behind us and will continue to look for opportunities to lower costs.
4
Contracts
The following chart outlines the average number of drilling rigs under term contract by quarter as at April 24, 2024. For those quarters ending after March 31, 2024, this chart represents the minimum number of term contracts from which we will earn revenue. We expect the actual number of contracted rigs to vary in future periods as we sign additional term contracts.
| As at April 24, 2024 | Average for the quarter ended 2023 | Average | Average for the quarter ended 2024 | Average | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mar. 31 | June 30 | Sept. 30 | Dec. 31 | 2023 | Mar. 31 | June 30 | Sept. 30 | Dec. 31 | 2024 | |||
| Average rigs under term contract: | ||||||||||||
| U.S. | 40 | 37 | 32 | 28 | 34 | 20 | 17 | 13 | 8 | 15 | ||
| Canada | 19 | 23 | 23 | 23 | 22 | 24 | 21 | 20 | 20 | 21 | ||
| International | 4 | 5 | 7 | 7 | 6 | 8 | 8 | 7 | 7 | 8 | ||
| Total | 63 | 65 | 62 | 58 | 62 | 52 | 46 | 40 | 35 | 44 |
Capital Spending and Free Cash Flow Allocation
Capital spending in 2024 is expected to be $195 million and by spend category includes $153 million for maintenance, infrastructure, and intangibles and $42 million for expansion and upgrades. We expect to spend $177 million in the Contract Drilling Services segment, $13 million in the Completion and Production Services segment and $5 million in the Corporate segment. At March 31, 2024, Precision had capital commitments of $154 million with payments expected through 2026. We remain committed to our debt reduction plans and in 2024 expect to reduce debt by $150 million to $200 million and allocate 25% to 35% of free cash flow before debt repayments for share repurchases, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times by the end of 2025.
Commodity Prices
First quarter average West Texas Intermediate and Western Canadian Select oil prices were consistent with 2023, while average Henry Hub and AECO natural gas prices declined 25% and 33%, respectively.
| Year ended December 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | 2023 | ||
| Average oil and natural gas prices | ||||
| Oil | ||||
| West Texas Intermediate (per barrel) (US) | 76.97 | 76.11 | 77.62 | |
| Western Canadian Select (per barrel) (US) | 57.70 | 56.31 | 58.96 | |
| Natural gas | ||||
| United States | ||||
| Henry Hub (per MMBtu) (US) | 2.09 | 2.77 | 2.67 | |
| Canada | ||||
| AECO (per MMBtu) (CDN) | 2.19 | 3.25 | 2.64 |
All values are in US Dollars.
Seasonality
In Canada, because of the seasonal nature of well site access, term contracted rigs normally generate 250 utilization days, with some pad drilling trending toward 300 days. Accordingly, our anticipated Canadian rigs under term contract may fluctuate as customers complete their commitments earlier than projected. In most regions in the U.S. and internationally, term contracts normally generate 365 utilization days per year. In accordance with the seasonality of our business and varying levels of rig count, we generally experience builds of working capital in the first and third quarters and releases of working capital in the second and fourth quarters.
5
SEGMENTED FINANCIAL RESULTS
Precision’s operations are reported in two segments: Contract Drilling Services, which includes our drilling rig, oilfield supply and manufacturing divisions; and Completion and Production Services, which includes our service rig, rental and camp and catering divisions.
| For the three months ended March 31, | |||||||
|---|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 | % Change | ||||
| Revenue: | |||||||
| Contract Drilling Services | 443,367 | 486,076 | (8.8 | ) | |||
| Completion and Production Services | 87,087 | 74,523 | 16.9 | ||||
| Inter-segment eliminations | (2,666 | ) | (1,992 | ) | 33.8 | ||
| 527,788 | 558,607 | (5.5 | ) | ||||
| Adjusted EBITDA:^(1)^ | |||||||
| Contract Drilling Services | 153,673 | 189,123 | (18.7 | ) | |||
| Completion and Production Services | 18,605 | 17,406 | 6.9 | ||||
| Corporate and Other | (29,129 | ) | (3,310 | ) | 780.0 | ||
| 143,149 | 203,219 | (29.6 | ) | ||||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | ||||||
| --- | --- |
SEGMENT REVIEW OF CONTRACT DRILLING SERVICES
| For the three months ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except where noted) | 2024 | 2023 | % Change | ||||||
| Revenue | 443,367 | 486,076 | (8.8 | ) | |||||
| Expenses: | |||||||||
| Operating | 276,692 | 287,067 | (3.6 | ) | |||||
| General and administrative | 13,002 | 9,886 | 31.5 | ||||||
| Adjusted EBITDA^(1)^ | 153,673 | 189,123 | (18.7 | ) | |||||
| Adjusted EBITDA as a percentage of revenue^(1)^ | 34.7 | % | 38.9 | % | |||||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | ||||||||
| --- | --- | ||||||||
| United States onshore drilling statistics:^(1)^ | 2024 | 2023 | |||||||
| --- | --- | --- | --- | --- | --- | --- | |||
| Precision | Industry^(2)^ | Precision | Industry^(2)^ | ||||||
| Average number of active land rigs for quarters ended: | |||||||||
| March 31 | 38 | 602 | 60 | 744 | |||||
| (1) | United States lower 48 operations only. | ||||||||
| --- | --- | ||||||||
| (2) | Baker Hughes rig counts. | ||||||||
| --- | --- | ||||||||
| Canadian onshore drilling statistics:^(1)^ | 2024 | 2023 | |||||||
| --- | --- | --- | --- | --- | --- | --- | |||
| Precision | Industry^(2)^ | Precision | Industry^(2)^ | ||||||
| Average number of active land rigs for quarters ended: | |||||||||
| March 31 | 73 | 208 | 69 | 221 | |||||
| (1) | Canadian operations only. | ||||||||
| --- | --- | ||||||||
| (2) | Baker Hughes rig counts. | ||||||||
| --- | --- |
Revenue from Contract Drilling Services was $443 million, 9% lower than 2023, while Adjusted EBITDA decreased 19% to $154 million. The decrease in revenue and Adjusted EBITDA was primarily due to lower U.S. activity and day rates, partially offset by higher Canadian and international activity and day rates.
Drilling rig utilization days (drilling days plus move days) in the U.S. were 3,453, 36% lower than 2023. Drilling rig utilization days in Canada were 6,617, 7% higher than 2023. Drilling rig utilization days in our international business were 728, 68% higher than 2023 as our international rig fleet returned to work under renewed long-term contracts.
Revenue per utilization day in the U.S. decreased 6% from 2023 and was primarily the result of lower fleet average day rates and lower turnkey revenue, offset by higher recoverable costs. We did not recognize revenue from idle but contracted rigs and turnkey projects as compared with US$1 million and US$7 million, respectively in 2023. Drilling rig revenue per utilization day in Canada increased 10% due to higher average day rates and recoverable costs. Our international revenue per utilization day for the quarter was 2% higher than 2023 due to renewed long-term contracts.
In the U.S., 56% of utilization days were generated from rigs under term contract as compared with 60% in 2023. In Canada, 33% of our utilization days were generated from rigs under term contract, compared with 27% in 2023.
6
U.S. operating costs per utilization day increased 7% from 2023 and was primarily due to higher recoverable costs, fixed costs spread over lower activity and higher repairs and maintenance, partially offset by lower turnkey costs. U.S. operating costs per utilization day, excluding turnkey, was US$21,719 compared with US$19,421 in 2023. Our Canadian operating costs per utilization day increased 7% as compared with 2023 and was due to higher field wages and recoverable costs.
Our general and administrative expenses increased $3 million as compared with 2023 and was primarily the result of higher share-based compensation.
SEGMENT REVIEW OF COMPLETION AND PRODUCTION SERVICES
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except where noted) | 2024 | 2023 | % Change | |||
| Revenue | 87,087 | 74,523 | 16.9 | |||
| Expenses: | ||||||
| Operating | 65,480 | 54,792 | 19.5 | |||
| General and administrative | 3,002 | 2,325 | 29.1 | |||
| Adjusted EBITDA^(1)^ | 18,605 | 17,406 | 6.9 | |||
| Adjusted EBITDA as a percentage of revenue^(1)^ | 21.4 | % | 23.4 | % | ||
| Well servicing statistics: | ||||||
| Number of service rigs (end of period) | 183 | 118 | 55.1 | |||
| Service rig operating hours | 74,505 | 58,341 | 27.7 | |||
| Service rig operating hour utilization | 50 | % | 55 | % | ||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | |||||
| --- | --- |
Completion and Production Services revenue increased to $87 million, an increase of $13 million from 2023. Our increased revenue was due to higher service activity, partially offset by lower camps and rentals revenue. Our first quarter service rig operating hours increased 28% compared with 2023. Completion and Production Services generated 5% of its revenue from U.S. operations, consistent with 2023.
Operating costs as a percentage of revenue were 75% as compared with 74% in 2023. The increased percentage in 2024 was the result of higher labour-related costs. As compared to 2023, our first quarter general and administrative expenses increased 29%, primarily due to higher share-based compensation charges and higher overhead charges associated with the CWC acquisition.
Adjusted EBITDA was $19 million as compared with $17 million in 2023. Our higher Adjusted EBITDA in 2023 was due to increased activity, partially offset by higher labour-related costs, share-based compensation and overhead charges.
SEGMENT REVIEW OF CORPORATE AND OTHER
Our Corporate and Other segment provides support functions to our operating segments. The Corporate and Other segment had negative Adjusted EBITDA of $29 million as compared with negative Adjusted EBITDA of $3 million in 2023. Our lower current quarter Adjusted EBITDA was impacted by higher share-based compensation.
OTHER ITEMS
Share-based Incentive Compensation Plans
We have several cash and equity-settled share-based incentive plans for non-management directors, officers, and other eligible employees. Our accounting policies for each share-based incentive plan can be found in our 2023 Annual Report.
A summary of expense amounts under these plans during the reporting periods are as follows:
| For the three months ended March 31, | ||||
|---|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 | ||
| Cash settled share-based incentive plans | 21,759 | (12,095 | ) | |
| Equity settled share-based incentive plans | 875 | 480 | ||
| Total share-based incentive compensation plan expense | 22,634 | (11,615 | ) | |
| Allocated: | ||||
| Operating | 5,252 | (1,883 | ) | |
| General and Administrative | 17,382 | (9,732 | ) | |
| 22,634 | (11,615 | ) |
7
Cash settled share-based compensation expense for the quarter was $22 million as compared with a recovery of $12 million in 2023. The higher expense in 2024 was primarily due to our improved share price performance as compared with 2023.
During the first quarters of 2023 and 2024, we issued Executive Restricted Share Units (Executive RSUs) to certain senior executives. Accordingly, our equity-settled share-based compensation expense for the quarter was $1 million as compared with $0.5 million in 2023.
As at March 31, 2024, the majority of our share-based compensation plans were classified as cash-settled and will be impacted by changes in our share price. Although accounted for as cash-settled, Precision retains the ability to settle certain vested units in common shares at its discretion.
LIQUIDITY AND CAPITAL RESOURCES
The oilfield services business is inherently cyclical in nature. To manage this, we focus on maintaining a strong balance sheet in order to have the financial flexibility 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 and highly responsive to activity levels with additional cost savings leverage provided through our internal manufacturing and supply divisions. Term contracts on expansion capital provide more certainty of future revenues and return on our capital investments.
Liquidity
| Amount | Availability | Used for | Maturity |
|---|---|---|---|
| Senior Credit Facility (secured) | |||
| US$447 million (extendible, revolving<br><br>term credit facility with US$353 million accordion feature) | Nil drawn and US$53 million in outstanding letters of credit | General corporate purposes | June 18, 2025 |
| Real estate credit facilities (secured) | |||
| US$8 million | Fully drawn | General corporate purposes | November 19, 2025 |
| $16 million | Fully drawn | General corporate purposes | March 16, 2026 |
| $9 million | Fully drawn | General corporate purposes | June 30, 2028 |
| Operating facilities (secured) | |||
| $40 million | Undrawn, except $4 million in<br><br>outstanding letters of credit | Letters of credit and general<br><br>corporate purposes | |
| US$15 million | Undrawn | Short-term working capital<br><br>requirements | |
| Demand letter of credit facility (secured) | |||
| US$40 million | Undrawn, except US$29 million in<br><br>outstanding letters of credit | Letters of credit | |
| Unsecured senior notes (unsecured) | |||
| US$273 million – 7.125% | Fully drawn | Debt redemption and repurchases | January 15, 2026 |
| US$400 million – 6.875% | Fully drawn | Debt redemption and repurchases | January 15, 2029 |
As at March 31, 2024, we had $949 million outstanding under our Senior Credit Facility, Real Estate Credit Facilities and unsecured senior notes as compared with $929 million at December 31, 2023. The current blended cash interest cost of our debt is approximately 7.0%.
Senior Credit Facility
Our Senior Credit Facility requires that we comply with certain covenants including a leverage ratio of consolidated senior debt to consolidated Covenant EBITDA of less than 2.5:1. For purposes of calculating the leverage ratio, consolidated senior debt only includes secured indebtedness. The Senior Credit Facility limits the redemption and repurchase of junior debt subject to a pro forma senior net leverage covenant test of less than or equal to 1.75:1.
The Senior Credit Facility matures on June 18, 2025.
Unsecured Senior Notes
The unsecured senior notes require that we comply with certain restrictive and financial covenants, including an incurrence based consolidated interest coverage ratio test of consolidated cash flow, as defined in the senior note agreements, to consolidated interest expense of greater than 2.0:1 for the most recent four consecutive fiscal quarters. In the event our consolidated interest coverage ratio is less than 2.0:1 for the most recent four consecutive fiscal quarters, the unsecured senior notes restrict our ability to incur additional indebtedness.
8
For further information, please see the unsecured senior note indentures which are available on SEDAR+ and EDGAR.
Covenants
As at March 31, 2024, we were in compliance with the covenants of our Senior Credit Facility and Real Estate Credit Facilities.
| Covenant | At March 31, 2024 | |
|---|---|---|
| Senior Credit Facility | ||
| Consolidated senior debt to consolidated covenant EBITDA^(1)^ | <2.50 | 0.07 |
| Consolidated covenant EBITDA to consolidated interest expense | >2.50 | 7.48 |
| Real Estate Credit Facilities | ||
| Consolidated covenant EBITDA to consolidated interest expense | >2.50 | 7.48 |
| (1) | For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness. | |
| --- | --- |
Impact of foreign exchange rates
The following table summarizes the average and closing Canada-U.S. foreign exchanges rates.
| For the three months ended March 31, | At December 31, | ||||
|---|---|---|---|---|---|
| 2024 | 2023 | 2023 | |||
| Canada-U.S. foreign exchange rates | |||||
| Average | 1.35 | 1.35 | — | ||
| Closing | 1.35 | 1.35 | 1.32 |
Hedge of investments in foreign operations
We utilize foreign currency long-term debt to hedge our exposure to changes in the carrying value of our net investment in certain foreign operations as a result of changes in foreign exchange rates.
We have designated our U.S. dollar-denominated long-term debt as a net investment hedge in our U.S. operations and other foreign operations that have a U.S. dollar functional currency. To be accounted for as a hedge, the foreign currency denominated long-term debt must be designated and documented as such and must be effective at inception and on an ongoing basis. We recognize the effective amount of this hedge (net of tax) in other comprehensive income. We recognize ineffective amounts (if any) in net earnings.
QUARTERLY FINANCIAL SUMMARY
| (Stated in thousands of Canadian dollars, except per share amounts) | 2023 | 2024 | ||||
|---|---|---|---|---|---|---|
| Quarters ended | June 30 | September 30 | December 31 | March 31 | ||
| Revenue | 425,622 | 446,754 | 506,871 | 527,788 | ||
| Adjusted EBITDA^(1)^ | 142,093 | 114,575 | 151,231 | 143,149 | ||
| Net earnings | 26,900 | 19,792 | 146,722 | 36,516 | ||
| Net earnings per basic share | 1.97 | 1.45 | 10.42 | 2.53 | ||
| Net earnings per diluted share | 1.63 | 1.45 | 9.81 | 2.53 | ||
| Funds provided by operations^(1)^ | 136,959 | 91,608 | 145,189 | 117,765 | ||
| Cash provided by operations | 213,460 | 88,500 | 170,255 | 65,543 | ||
| (Stated in thousands of Canadian dollars, except per share amounts) | 2022 | 2023 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Quarters ended | June 30 | September 30 | December 31 | March 31 | ||
| Revenue | 326,016 | 429,335 | 510,504 | 558,607 | ||
| Adjusted EBITDA^(1)^ | 64,099 | 119,561 | 91,090 | 203,219 | ||
| Net earnings (loss) | (24,611 | ) | 30,679 | 3,483 | 95,830 | |
| Net earnings (loss) per basic share | (1.81 | ) | 2.26 | 0.27 | 7.02 | |
| Net earnings (loss) per diluted share | (1.81 | ) | 2.03 | 0.27 | 5.57 | |
| Funds provided by operations^(1)^ | 60,373 | 81,327 | 111,339 | 159,653 | ||
| Cash provided by (used in) operations | 135,174 | 8,142 | 159,082 | 28,356 | ||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | |||||
| --- | --- |
9
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
Because of the nature of our business, we are required to make judgements and estimates in preparing our Condensed Consolidated Interim Financial Statements that could materially affect the amounts recognized. Our judgements and estimates are based on our past experiences and assumptions we believe are reasonable in the circumstances. The critical judgements and estimates used in preparing the Condensed Consolidated Interim Financial Statements are described in our 2023 Annual Report.
EVALUATION OF CONTROLS AND PROCEDURES
Based on their evaluation as at March 31, 2024, Precision’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to ensure that information required to be disclosed by the Corporation in reports that are filed or submitted to Canadian and U.S. securities authorities is recorded, processed, summarized and reported within the time periods specified in Canadian and U.S. securities laws. In addition, as at March 31, 2024, there were no changes in the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting. Management will continue to periodically evaluate the Corporation’s disclosure controls and procedures and internal control over financial reporting and will make any modifications from time to time as deemed necessary.
Based on their inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements, and even those controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
FINANCIAL MEASURES AND RATIOS
| Non-GAAP Financial Measures | |
|---|---|
| We reference certain additional Non-Generally Accepted Accounting Principles (Non-GAAP) measures that are not defined terms under IFRS Accounting Standards to assess performance because we believe they provide useful supplemental information to investors. | |
| Adjusted EBITDA | We believe Adjusted EBITDA (earnings before income taxes, loss (gain) on<br> investments and other assets, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization), as reported<br> in our Condensed Interim Consolidated Statements of Net Earnings and our reportable operating segment disclosures, is a useful measure<br> because it gives an indication of the results from our principal business activities prior to consideration of how our activities are<br> financed and the impact of foreign exchange, taxation and depreciation and amortization charges.<br><br> <br>The most directly comparable financial measure is net earnings. |
| For the three months ended March 31, | |||||
|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 | |||
| Adjusted EBITDA by segment: | |||||
| Contract Drilling Services | 153,673 | 189,123 | |||
| Completion and Production Services | 18,605 | 17,406 | |||
| Corporate and Other | (29,129 | ) | (3,310 | ) | |
| Adjusted EBITDA | 143,149 | 203,219 | |||
| Depreciation and amortization | 78,213 | 71,543 | |||
| Gain on asset disposals | (3,237 | ) | (9,276 | ) | |
| Foreign exchange | 394 | (483 | ) | ||
| Finance charges | 18,369 | 22,920 | |||
| Loss (gain) on investments and other assets | (228 | ) | 4,230 | ||
| Incomes taxes | 13,122 | 18,455 | |||
| Net earnings | 36,516 | 95,830 |
10
| Funds Provided by (Used in) Operations | We believe funds provided by (used in) operations, as reported in our Condensed<br> Interim Consolidated Statements of Cash Flows, is a useful measure because it provides an indication of the funds our principal business<br> activities generate prior to consideration of working capital changes, which is primarily made up of highly liquid balances.<br><br> <br><br><br> <br>The most directly comparable financial measure is cash provided by (used<br> in) operations. |
|---|---|
| Net Capital Spending | We believe net capital spending is a useful measure as it provides an indication<br> of our primary investment activities.<br><br> <br><br><br> <br>The most directly comparable financial measure is cash provided by (used<br> in) investing activities.<br><br> <br><br><br> <br>Net capital spending is calculated as follows: |
| For the three months ended March 31, | |||||
|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 | |||
| Capital spending by spend category | |||||
| Expansion and upgrade | 14,370 | 16,345 | |||
| Maintenance, infrastructure and intangibles | 41,157 | 34,450 | |||
| 55,527 | 50,795 | ||||
| Proceeds on sale of property, plant and equipment | (5,186 | ) | (7,765 | ) | |
| Net capital spending | 50,341 | 43,030 | |||
| Business acquisitions | — | 28,000 | |||
| Purchase of investments and other assets | — | 55 | |||
| Receipt of finance lease payments | (191 | ) | — | ||
| Changes in non-cash working capital balances | 25,087 | 7,732 | |||
| Cash used in investing activities | 75,237 | 78,817 |
| Working Capital | We define working capital as current assets less current liabilities, as<br> reported in our Condensed Interim Consolidated Statements of Financial Position.<br><br> <br><br><br> <br>Working capital is calculated as follows: |
|---|
| March 31, | December 31, | |
|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 |
| Current assets | 499,640 | 510,881 |
| Current liabilities | 291,533 | 374,009 |
| Working capital | 208,107 | 136,872 |
| Total Long-term Financial Liabilities | We define total long-term financial liabilities as total non-current liabilities<br> less deferred tax liabilities, as reported in our Condensed Interim Consolidated Statements of Financial Position.<br><br> <br><br><br> <br>Total long-term financial liabilities is calculated as follows: |
|---|
| March 31, | December 31, | |
|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 |
| Total non-current liabilities | 1,070,160 | 1,069,364 |
| Deferred tax liabilities | 64,032 | 73,515 |
| Total long-term financial liabilities | 1,006,128 | 995,849 |
| Non-GAAP Ratios | |
|---|---|
| We reference certain additional Non-GAAP ratios that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors. | |
| Adjusted EBITDA % of Revenue | We believe Adjusted EBITDA as a percentage of consolidated revenue, as reported in our Condensed Interim Consolidated Statements of Net Earnings, provides an indication of our profitability 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. |
11
| Long-term debt to long-term debt plus equity | We believe that long-term debt (as reported in our Condensed Interim Consolidated Statements of Financial Position) to long-term debt plus equity (total shareholders’ equity as reported in our Condensed Interim Consolidated Statements of Financial Position) provides an indication of our debt leverage. |
|---|---|
| Net Debt to Adjusted EBITDA | We believe that the Net Debt (long-term debt less cash, as reported in our Condensed Interim Consolidated Statements of Financial Position) to Adjusted EBITDA ratio provides an indication of the number of years it would take for us to repay our debt obligations. |
| Supplementary Financial Measures<br><br> <br>**** | |
| We reference certain supplementary financial measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors. | |
| Capital Spending by Spend Category | We provide additional disclosure to better depict the nature of our capital spending. Our capital spending is categorized as expansion and upgrade, maintenance and infrastructure, or intangibles. |
CHANGE IN ACCOUNTING POLICY
Precision adopted Classification of Liabilities as Current or Non-currentand Non-current Liabilities with Covenants - Amendments to IAS 1, as issued in 2020 and 2022. These amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024 and clarify requirements for determining whether a liability should be classified as current or non-current. Due to this change in accounting policy, there was a retrospective impact on the comparative Statement of Financial Position pertaining to the Corporation's deferred share unit (DSU) plan for non-management directors which are redeemable in cash or for an equal number of common shares upon the director's retirement. In the case of a director retiring, the director's respective DSU liability would become payable and the Corporation would not have the right to defer settlement of the liability for at least twelve months. As such, the liability is impacted by the revised policy. The following changes were made to the Statement of Financial Position:
| · | As of January 1, 2023, accounts payable and accrued liabilities increased by $12 million and non-current<br>share-based compensation liability decreased by $12 million. |
|---|---|
| · | As of December 31, 2023, accounts payable and accrued liabilities increased by $8 million and non-current<br>share-based compensation liability decreased by $8 million. |
| --- | --- |
The Corporation's other liabilities were not impacted by the amendments. The change in accounting policy will also be reflected in the Corporation's consolidated financial statements as at and for the year ending December 31, 2024.
12
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 strategic priorities for 2024; |
|---|---|
| · | our capital expenditures, free cash flow allocation and debt reduction plans for 2024 through to 2026; |
| --- | --- |
| · | anticipated activity levels, demand for our drilling rigs, day rates and daily operating margins in 2024; |
| --- | --- |
| · | the average number of term contracts in place for 2024; |
| --- | --- |
| · | customer adoption of Alpha^TM^ technologies and EverGreen^TM^ suite of environmental<br>solutions; |
| --- | --- |
| · | timing and amount of synergies realized from acquired drilling and well servicing assets; |
| --- | --- |
| · | potential commercial opportunities and rig contract renewals; and |
| --- | --- |
| · | our future debt reduction plans. |
| --- | --- |
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:
| · | our ability to react to customer spending plans as a result of changes in oil and natural gas prices; |
|---|---|
| · | 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; |
| --- | --- |
| · | the impact of an increase/decrease in capital spending; 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 level of oil and natural gas exploration and development activities; |
| --- | --- |
| · | 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<br>activity; |
| --- | --- |
| · | changes in drilling and well servicing technology, which could reduce demand for certain rigs or put us<br>at a competitive advantage; |
| --- | --- |
| · | shortages, delays and interruptions in the delivery of equipment supplies and other key inputs; |
| --- | --- |
| · | liquidity of the capital markets to fund customer drilling programs; |
| --- | --- |
| · | availability of cash flow, debt and equity sources to fund our capital and operating requirements, as<br>needed; |
| --- | --- |
| · | the impact of weather and seasonal conditions on operations and facilities; |
| --- | --- |
| · | competitive operating risks inherent in contract drilling, well servicing and ancillary oilfield services; |
| --- | --- |
| · | ability to improve our rig technology to improve drilling efficiency; |
| --- | --- |
| · | general economic, market or business conditions; |
| --- | --- |
| · | the availability of qualified personnel and management; |
| --- | --- |
| · | a decline in our safety performance which could result in lower demand for our services; |
| --- | --- |
| · | changes in laws or regulations, including changes in environmental laws and regulations such as increased<br>regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse<br>impact on the demand for oil and natural 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<br>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, 2023, which may be accessed on Precision’s SEDAR+ profile at www.sedarplus.ca or under Precision’s EDGAR profile at www.sec.gov. The forward-looking information and statements contained in this report 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.
13
Exhibit 99.2
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
| (Stated in thousands of Canadian dollars) | March 31, 2024 | December 31, 2023 | January 1, 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | (see Note 2d) | ||||||||
| Current assets: | |||||||||
| Cash | $ | 30,948 | $ | 54,182 | $ | 21,587 | |||
| Accounts receivable | 432,674 | 421,427 | 413,925 | ||||||
| Inventory | 36,018 | 35,272 | 35,158 | ||||||
| Total current assets | 499,640 | 510,881 | 470,670 | ||||||
| Non-current assets: | |||||||||
| Income tax recoverable | 696 | 682 | 1,602 | ||||||
| Deferred tax assets | 50,294 | 73,662 | 455 | ||||||
| Property, plant and equipment | 2,349,414 | 2,338,088 | 2,303,338 | ||||||
| Intangibles | 16,367 | 17,310 | 19,575 | ||||||
| Right-of-use assets | 65,625 | 63,438 | 60,032 | ||||||
| Finance lease receivables | 4,891 | 5,003 | — | ||||||
| Investments and other assets | 10,199 | 9,971 | 20,451 | ||||||
| Total non-current assets | 2,497,486 | 2,508,154 | 2,405,453 | ||||||
| Total assets | $ | 2,997,126 | $ | 3,019,035 | $ | 2,876,123 | |||
| LIABILITIES AND EQUITY | |||||||||
| Current liabilities: | |||||||||
| Accounts payable and accrued liabilities | $ | 266,298 | $ | 350,749 | $ | 404,350 | |||
| Income taxes payable | 3,782 | 3,026 | 2,991 | ||||||
| Current portion of lease obligations | 18,584 | 17,386 | 12,698 | ||||||
| Current portion of long-term debt (Note 5) | 2,869 | 2,848 | 2,287 | ||||||
| Total current liabilities | 291,533 | 374,009 | 422,326 | ||||||
| Non-current liabilities: | |||||||||
| Share-based compensation (Note 7) | 5,942 | 16,755 | 47,836 | ||||||
| Provisions and other | 7,302 | 7,140 | 7,538 | ||||||
| Lease obligations | 57,742 | 57,124 | 52,978 | ||||||
| Long-term debt (Note 5) | 935,142 | 914,830 | 1,085,970 | ||||||
| Deferred tax liabilities | 64,032 | 73,515 | 28,946 | ||||||
| Total non-current liabilities | 1,070,160 | 1,069,364 | 1,223,268 | ||||||
| Shareholders’ equity: | |||||||||
| Shareholders’ capital (Note 8) | 2,376,894 | 2,365,129 | 2,299,533 | ||||||
| Contributed surplus | 74,482 | 75,086 | 72,555 | ||||||
| Deficit | (975,513 | ) | (1,012,029 | ) | (1,301,273 | ) | |||
| Accumulated other comprehensive income | 159,570 | 147,476 | 159,714 | ||||||
| Total shareholders’ equity | 1,635,433 | 1,575,662 | 1,230,529 | ||||||
| Total liabilities and shareholders’ equity | $ | 2,997,126 | $ | 3,019,035 | $ | 2,876,123 |
See accompanying notes to condensed interim consolidated financial statements.
| 1 |
| --- |
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except per share amounts) | 2024 | 2023 | ||||
| Revenue (Note 3) | $ | 527,788 | $ | 558,607 | ||
| Expenses: | ||||||
| Operating | 339,506 | 339,867 | ||||
| General and administrative | 45,133 | 15,521 | ||||
| Earnings before income taxes, loss (gain) on<br> investments and other assets, finance charges, <br> foreign exchange, gain on asset disposals, and <br> depreciation and amortization | 143,149 | 203,219 | ||||
| Depreciation and amortization | 78,213 | 71,543 | ||||
| Gain on asset disposals | (3,237 | ) | (9,276 | ) | ||
| Foreign exchange | 394 | (483 | ) | |||
| Finance charges (Note 6) | 18,369 | 22,920 | ||||
| Loss (gain) on investments and other assets | (228 | ) | 4,230 | |||
| Earnings before income taxes | 49,638 | 114,285 | ||||
| Income taxes: | ||||||
| Current | 1,017 | 841 | ||||
| Deferred | 12,105 | 17,614 | ||||
| 13,122 | 18,455 | |||||
| Net earnings | $ | 36,516 | $ | 95,830 | ||
| Net earnings per share: (Note 9) | ||||||
| Basic | $ | 2.53 | $ | 7.02 | ||
| Diluted | $ | 2.53 | $ | 5.57 |
See accompanying notes to condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 | ||||
| Net earnings | $ | 36,516 | $ | 95,830 | ||
| Unrealized gain (loss) on translation of assets <br> and liabilities of operations denominated in <br> foreign currency | 32,253 | (4,140 | ) | |||
| Foreign exchange gain (loss) on net investment hedge<br> with U.S. denominated debt | (20,159 | ) | 2,673 | |||
| Comprehensive income | $ | 48,610 | $ | 94,363 |
See accompanying notes to condensed interim consolidated financial statements.
| 2 |
| --- |
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2024 | 2023 | ||||
| Cash provided by (used in): | ||||||
| Operations: | ||||||
| Net earnings | $ | 36,516 | $ | 95,830 | ||
| Adjustments for: | ||||||
| Long-term compensation plans | 7,451 | (4,117 | ) | |||
| Depreciation and amortization | 78,213 | 71,543 | ||||
| Gain on asset disposals | (3,237 | ) | (9,276 | ) | ||
| Foreign exchange | 728 | (502 | ) | |||
| Finance charges | 18,369 | 22,920 | ||||
| Income taxes | 13,122 | 18,455 | ||||
| Loss (gain) on investments and other assets | (228 | ) | 4,230 | |||
| Income taxes paid | (234 | ) | (171 | ) | ||
| Interest paid | (33,430 | ) | (39,375 | ) | ||
| Interest received | 495 | 116 | ||||
| Funds provided by operations | 117,765 | 159,653 | ||||
| Changes in non-cash working capital balances | (52,222 | ) | (131,297 | ) | ||
| Cash provided by operations | 65,543 | 28,356 | ||||
| Investments: | ||||||
| Purchase of property, plant and equipment | (55,527 | ) | (50,795 | ) | ||
| Proceeds on sale of property, plant and equipment | 5,186 | 7,765 | ||||
| Business acquisitions | — | (28,000 | ) | |||
| Purchase of investments and other assets | — | (55 | ) | |||
| Receipt of finance lease payments | 191 | — | ||||
| Changes in non-cash working capital balances | (25,087 | ) | (7,732 | ) | ||
| Cash used in investing activities | (75,237 | ) | (78,817 | ) | ||
| Financing: | ||||||
| Issuance of long-term debt | — | 139,049 | ||||
| Repayments of long-term debt | (716 | ) | (61,344 | ) | ||
| Repurchase of share capital | (10,081 | ) | (4,993 | ) | ||
| Lease payments | (3,200 | ) | (1,961 | ) | ||
| Cash used in financing activities | (13,997 | ) | 70,751 | |||
| Effect of exchange rate changes on cash | 457 | (258 | ) | |||
| Increase (decrease) in cash | (23,234 | ) | 20,032 | |||
| Cash, beginning of period | 54,182 | 21,587 | ||||
| Cash, end of period | $ | 30,948 | $ | 41,619 |
See accompanying notes to condensed interim consolidated financial statements.
| 3 |
| --- |
CONDENSED INTERIM CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY (UNAUDITED)
| (Stated in thousands of Canadian dollars) | Shareholders’<br> Capital | Contributed<br> Surplus | Accumulated<br> Other<br> Comprehensive<br> Income | Deficit | Total<br> Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2024 | $ | 2,365,129 | $ | 75,086 | $ | 147,476 | $ | (1,012,029 | ) | $ | 1,575,662 | |||
| Net earnings for the period | — | — | — | 36,516 | 36,516 | |||||||||
| Other comprehensive income<br> for the period | — | — | 12,094 | — | 12,094 | |||||||||
| Settlement of Executive Performance <br> and Restricted Share Units | 21,846 | (1,479 | ) | — | — | 20,367 | ||||||||
| Share repurchases | (10,081 | ) | — | — | — | (10,081 | ) | |||||||
| Share-based compensation expense | — | 875 | — | — | 875 | |||||||||
| Balance at March 31, 2024 | $ | 2,376,894 | $ | 74,482 | $ | 159,570 | $ | (975,513 | ) | $ | 1,635,433 | |||
| (Stated in thousands of Canadian dollars) | Shareholders’<br> Capital | Contributed<br> Surplus | Accumulated<br> Other<br> Comprehensive<br> Income | Deficit | Total<br> Equity | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at January 1, 2023 | $ | 2,299,533 | $ | 72,555 | $ | 159,714 | $ | (1,301,273 | ) | $ | 1,230,529 | |||
| Net earnings for the period | — | — | — | 95,830 | 95,830 | |||||||||
| Other comprehensive loss<br> for the period | — | — | (1,467 | ) | — | (1,467 | ) | |||||||
| Settlement of Executive Performance <br> and Restricted Share Units | 19,206 | — | — | — | 19,206 | |||||||||
| Share repurchases | (4,993 | ) | — | — | — | (4,993 | ) | |||||||
| Share-based compensation expense | — | 480 | — | — | 480 | |||||||||
| Balance at March 31, 2023 | $ | 2,313,746 | $ | 73,035 | $ | 158,247 | $ | (1,205,443 | ) | $ | 1,339,585 |
See accompanying notes to condensed interim consolidated financial statements.
| 4 |
| --- |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Tabular amounts are stated in thousandsof Canadian dollars except share numbers and per share amounts)
NOTE 1. DESCRIPTION OF BUSINESS
Precision Drilling Corporation (Precision or the Corporation) is incorporated under the laws of the Province of Alberta, Canada and is a provider of contract drilling and completion and production services primarily to oil and natural gas and geothermal exploration and production companies in Canada, the United States and certain international locations.
NOTE 2. BASIS OF PRESENTATION
(a) Statement of Compliance
These condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards 34, Interim Financial Reporting, using accounting policies consistent with IFRS as issued by the International Accounting Standards Board (IASB).
The condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Corporation as at and for the year ended December 31, 2023.
These condensed interim consolidated financial statements were prepared using accounting policies and methods of their application are consistent with those used in the preparation of the Corporation’s consolidated annual financial statements for the year ended December 31, 2023, except as noted in Note 2 (d).
These condensed interim consolidated financial statements were approved by the Board of Directors on April 24, 2024.
(b) Use of Estimates and Judgements
The preparation of the condensed interim consolidated financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingencies. These estimates and judgements are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The estimation of anticipated future events involves uncertainty and, consequently, the estimates used in preparation of the condensed interim consolidated financial statements may change as future events unfold, more experience is acquired, or the Corporation’s operating environment changes.
Significant estimates and judgements used in the preparation of these condensed interim consolidated financial statements remained unchanged from those disclosed in the Corporation’s consolidated annual financial statements for the year ended December 31, 2023.
(c) Environmental Reporting Regulations
Environmental reporting continues to evolve and the Corporation may be subject to additional future disclosure requirements. The International Sustainability Standards Board (ISSB) has issued two IFRS Sustainability Disclosure Standards with the objective to develop a global framework for environmental sustainability disclosure. The Canadian Sustainability Standards Board (CSSB) has also released two Exposure Drafts open for comment on Proposed Canadian Sustainability Disclosure Standards which are aligned with the ISSB. Final CSSB standards are anticipated to be issued later in 2024. The Canadian Securities Administrators (CSA) have also issued a proposed National Instrument 51-107 Disclosure of Climate-related Matters which sets forth additional reporting requirements for Canadian Public Companies. Precision continues to monitor developments on these reporting requirements as it progresses with its determination of the financial implications of complying with these regulations.
(d) Change in Accounting Policy
The Corporation has adopted Classification of Liabilities as Currentor Non-current and Non-current Liabilities with Covenants - Amendments to IAS 1, as issued in 2020 and 2022. The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024. They clarify certain requirements for determining whether a liability should be classified as current or non-current and require new disclosures for non-current liabilities that are subject to covenants within 12 months after the reporting period.
| 5 |
| --- |
Due to the change in policy, there is a retrospective impact on the comparative statement of financial position, as the Corporation has a deferred share unit (DSU) plan for non-management directors which are redeemable in cash or for an equal number of common shares upon the director's retirement. In the case of a director retiring, the director's respective DSU liability would become payable and the Corporation would not have the right to defer settlement of the liability for at least 12 months. As such, the liability is impacted by the revised policy. The following presentation changes were made to the Statement of Financial Position:
| · | As of January 1, 2023, accounts payable and accrued liabilities increased by $12 million and non-current<br>share-based compensation liability decreased by $12 million. |
|---|---|
| · | As of December 31, 2023, accounts payable and accrued liabilities increased by $8 million and non-current<br>share-based compensation liability decreased by $8 million. |
| --- | --- |
The related liability is now classified as current at March 31, 2024 because the DSUs can be redeemed by the holders within 12 months after the reporting period. The Corporation's other liabilities were not impacted by the amendments.
The change in accounting policy will also be reflected in the Corporation's consolidated financial statements as at and for the year ending December 31, 2024.
NOTE 3. Revenue
| (a) | Disaggregation of revenue |
|---|
The following table includes a reconciliation of disaggregated revenue by reportable segment. Revenue has been disaggregated by primary geographical market and type of service provided.
| Three Months Ended March 31, 2024 | Contract<br> Drilling<br> Services | Completion<br> and<br> Production<br> Services | Corporate<br> and Other | Inter-<br> Segment<br> Eliminations | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 152,943 | $ | 4,141 | $ | — | $ | — | $ | 157,084 | |
| Canada | 238,577 | 82,946 | — | (2,666 | ) | 318,857 | |||||
| International | 51,847 | — | — | — | 51,847 | ||||||
| $ | 443,367 | $ | 87,087 | $ | — | $ | (2,666 | ) | $ | 527,788 | |
| Day rate/hourly services | $ | 440,334 | $ | 87,087 | $ | — | $ | (177 | ) | $ | 527,244 |
| Other | 3,033 | — | — | (2,489 | ) | 544 | |||||
| $ | 443,367 | $ | 87,087 | $ | — | $ | (2,666 | ) | $ | 527,788 |
| Three Months Ended March 31, 2023 | Contract<br> Drilling<br> Services | Completion<br> and<br> Production<br> Services | Corporate<br> and Other | Inter-<br> Segment<br> Eliminations | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 254,138 | $ | 4,077 | $ | — | $ | (14 | ) | $ | 258,201 |
| Canada | 201,678 | 70,446 | — | (1,978 | ) | 270,146 | |||||
| International | 30,260 | — | — | — | 30,260 | ||||||
| $ | 486,076 | $ | 74,523 | $ | — | $ | (1,992 | ) | $ | 558,607 | |
| Day rate/hourly services | $ | 473,665 | $ | 74,523 | $ | — | $ | (14 | ) | $ | 548,174 |
| Shortfall payments/idle but contracted | 883 | — | — | — | 883 | ||||||
| Turnkey drilling services | 8,988 | — | — | — | 8,988 | ||||||
| Other | 2,540 | — | — | (1,978 | ) | 562 | |||||
| $ | 486,076 | $ | 74,523 | $ | — | $ | (1,992 | ) | $ | 558,607 |
| 6 |
| --- | |
|---|---|
| --- | --- |
Precision has operations that are carried on in Canada which represent approximately 60% (2023 – 48%) of consolidated revenue for the three months ended March 31, 2024 and 42% (2023 – 38%) of consolidated total assets as at March 31, 2024. The ability to move heavy equipment in Canadian oil and natural gas fields is dependent on weather conditions. As warm weather returns in the spring, the winter's frost comes out of the ground rendering many secondary roads incapable of supporting the weight of heavy equipment until they have thoroughly dried out. The duration of this “spring break-up” has a direct impact on Precision’s activity levels. In addition, many exploration and production areas in northern Canada are accessible only in winter months when the ground is frozen hard enough to support equipment. The timing of freeze up and spring break-up affects the ability to move equipment in and out of these areas. As a result, late March through May is traditionally Precision’s slowest time in this region.
NOTE 4. SEGMENTED INFORMATION
The Corporation has two reportable operating segments; Contract Drilling Services and Completion and Production Services. Contract Drilling Services includes drilling rigs, procurement and distribution of oilfield supplies, and manufacture, sale and repair of drilling equipment. Completion and Production Services includes service rigs, oilfield equipment rental and camp and catering services. The Corporation provides services primarily in Canada, the United States and certain international locations.
| Three Months Ended March 31, 2024 | Contract<br> Drilling<br> Services | Completion<br> and<br> Production<br> Services | Corporate<br> and Other | Inter-<br> Segment<br> Eliminations | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 443,367 | $ | 87,087 | $ | — | $ | (2,666 | ) | $ | 527,788 | ||||
| Earnings before income taxes, loss (gain)<br> on investments and other assets,<br> finance charges, foreign exchange, <br> gain on asset disposals, and <br> depreciation and amortization | 153,673 | 18,605 | (29,129 | ) | — | 143,149 | |||||||||
| Depreciation and amortization | 69,052 | 6,820 | 2,341 | — | 78,213 | ||||||||||
| Gain on asset disposals | (2,667 | ) | (542 | ) | (28 | ) | — | (3,237 | ) | ||||||
| Total assets | 2,557,443 | 262,734 | 176,949 | — | 2,997,126 | ||||||||||
| Capital expenditures | 52,385 | 2,920 | 222 | — | 55,527 | ||||||||||
| Three Months Ended March 31, 2023 | Contract<br> Drilling<br> Services | Completion<br> and<br> Production<br> Services | Corporate<br> and Other | Inter-<br> Segment<br> Eliminations | Total | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 486,076 | $ | 74,523 | $ | — | $ | (1,992 | ) | $ | 558,607 | ||||
| Earnings before income taxes, loss (gain)<br> on investments and other assets,<br> finance charges, foreign exchange, <br> gain on asset disposals, and <br> depreciation and amortization | 189,123 | 17,406 | (3,310 | ) | — | 203,219 | |||||||||
| Depreciation and amortization | 65,555 | 3,731 | 2,257 | — | 71,543 | ||||||||||
| Gain on asset disposals | (8,580 | ) | (566 | ) | (130 | ) | — | (9,276 | ) | ||||||
| Total assets | 2,570,030 | 187,913 | 133,456 | — | 2,891,399 | ||||||||||
| Capital expenditures | 48,824 | 1,783 | 188 | — | 50,795 |
| 7 |
| --- |
A reconciliation of total segment earnings before income taxes, loss (gain) on investments and other assets, finance charges, foreign exchange, gain on asset disposals, depreciation and amortization to net earnings is as follows:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Total segment earnings before income taxes, loss (gain)<br> on investments and other assets, finance charges, <br> foreign exchange, gain on asset disposals, and <br> depreciation and amortization | $ | 143,149 | $ | 203,219 | ||
| Deduct: | ||||||
| Depreciation and amortization | 78,213 | 71,543 | ||||
| Gain on asset disposals | (3,237 | ) | (9,276 | ) | ||
| Foreign exchange | 394 | (483 | ) | |||
| Finance charges | 18,369 | 22,920 | ||||
| Loss (gain) on investments and other assets | (228 | ) | 4,230 | |||
| Income taxes | 13,122 | 18,455 | ||||
| Net earnings | $ | 36,516 | $ | 95,830 |
NOTE 5. LONG-TERM DEBT
| U.S. Denominated Facilities | Canadian Facilities and <br><br>Translated U.S. Facilities | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | December 31, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||||
| Current Portion of Long-Term Debt | ||||||||||
| Canadian Real Estate Credit Facility | US$ | — | US$ | — | $ | 1,915 | $ | 1,915 | ||
| U.S. Real Estate Credit Facility | 704 | 704 | 954 | 933 | ||||||
| US$ | 704 | US$ | 704 | $ | 2,869 | $ | 2,848 | |||
| Long-Term Debt | ||||||||||
| Canadian Real Estate Credit Facility | — | — | 23,540 | 24,018 | ||||||
| U.S. Real Estate Credit Facility | 7,509 | 7,685 | 10,172 | 10,181 | ||||||
| Unsecured Senior Notes: | ||||||||||
| 7.125% senior notes due 2026 | 273,330 | 273,330 | 370,279 | 362,096 | ||||||
| 6.875% senior notes due 2029 | 400,000 | 400,000 | 541,880 | 529,904 | ||||||
| US$ | 680,839 | US$ | 681,015 | 945,871 | 926,199 | |||||
| Less net unamortized debt issue costs<br> and original issue discount | (10,729 | ) | (11,369 | ) | ||||||
| $ | 935,142 | $ | 914,830 |
| 8 |
| --- | | | Unsecured <br><br>Senior Notes | | Canadian Real <br><br>Estate Credit <br><br>Facility | | | U.S. Real Estate <br><br>Credit Facility | | | Debt Issue <br><br>Costs and <br><br>Original Issue <br><br>Discount | | | Total | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Current | $ | — | $ | 1,915 | | $ | 933 | | $ | — | | $ | 2,848 | | | Long-term | | 892,000 | | 24,018 | | | 10,181 | | | (11,369 | ) | | 914,830 | | | December 31, 2023 | | 892,000 | | 25,933 | | | 11,114 | | | (11,369 | ) | | 917,678 | | | Changes from financing cash flows: | | | | | | | | | | | | | | | | Repayment of Real Estate Credit <br> Facility | | — | | (478 | ) | | (238 | ) | | — | | | (716 | ) | | | | 892,000 | | 25,455 | | | 10,876 | | | (11,369 | ) | | 916,962 | | | Amortization of debt issue costs | | — | | — | | | — | | | 640 | | | 640 | | | Foreign exchange adjustment | | 20,159 | | — | | | 250 | | | — | | | 20,409 | | | March 31, 2024 | $ | 912,159 | $ | 25,455 | | $ | 11,126 | | $ | (10,729 | ) | $ | 938,011 | | | Current | $ | — | $ | 1,915 | | $ | 954 | | $ | — | | $ | 2,869 | | | Long-term | | 912,159 | | 23,540 | | | 10,172 | | | (10,729 | ) | | 935,142 | | | March 31, 2024 | $ | 912,159 | $ | 25,455 | | $ | 11,126 | | $ | (10,729 | ) | $ | 938,011 | |
As at March 31, 2024, Precision was in compliance with the covenants of the Senior Credit Facility and Real Estate Credit Facilities.
| Covenant | At March 31, 2024 | |||
|---|---|---|---|---|
| Senior Credit Facility | ||||
| Consolidated senior debt to consolidated covenant EBITDA^(1)^ | <2.50 | 0.07 | ||
| Consolidated covenant EBITDA to consolidated interest expense | >2.50 | 7.48 | ||
| Real Estate Credit Facilities | ||||
| Consolidated covenant EBITDA to consolidated interest expense | >2.50 | 7.48 | ||
| (1) | For purposes of calculating the leverage<br> ratio consolidated senior debt only includes secured indebtedness. | |||
| --- | --- |
NOTE 6. FINANCE CHARGES
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Interest: | ||||||
| Long-term debt | $ | 17,028 | $ | 21,213 | ||
| Lease obligations | 1,039 | 862 | ||||
| Other | 91 | 155 | ||||
| Income | (568 | ) | (104 | ) | ||
| Amortization of debt issue costs, loan commitment fees<br> and original issue discount | 779 | 794 | ||||
| Finance charges | $ | 18,369 | $ | 22,920 |
| 9 |
| --- |
NOTE 7. SHARE-BASED COMPENSATION PLANS
Liability Classified Plans
| Restricted<br> Share Units ^(a)^ | Performance<br> Share <br> Units ^(a)^ | Non-Management<br> Directors’ DSUs ^(b)^ | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | $ | 16,114 | $ | 64,042 | $ | 8,367 | $ | 88,523 | |||
| Expensed during period | 5,011 | 14,228 | 2,520 | 21,759 | |||||||
| Settlement in shares | (2,012 | ) | (18,355 | ) | — | (20,367 | ) | ||||
| Payments and redemptions | (12,910 | ) | (39,913 | ) | — | (52,823 | ) | ||||
| Foreign exchange | (45 | ) | (161 | ) | — | (206 | ) | ||||
| March 31, 2024 | $ | 6,158 | $ | 19,841 | $ | 10,887 | $ | 36,886 | |||
| Current | $ | 5,099 | $ | 14,958 | $ | 10,887 | $ | 30,944 | |||
| Long-term | 1,059 | 4,883 | — | 5,942 | |||||||
| $ | 6,158 | $ | 19,841 | $ | 10,887 | $ | 36,886 | ||||
| (a) | Restricted Share Units and Performance Share Units | ||||||||||
| --- | --- |
A summary of the activity under the Restricted Share Unit (RSU) and the Performance Share Unit (PSU) plans are presented below:
| RSUs<br> Outstanding | PSUs<br> Outstanding | |||||
|---|---|---|---|---|---|---|
| December 31, 2023 | 276,094 | 794,743 | ||||
| Granted | 88,310 | 157,680 | ||||
| Redeemed | (180,266 | ) | (448,628 | ) | ||
| Forfeited | (1,382 | ) | (1,892 | ) | ||
| March 31, 2024 | 182,756 | 501,903 | ||||
| (b) | Non-Management Directors – Deferred Share Units Plan | |||||
| --- | --- |
A summary of the activity under the non-management director Deferred Share Unit (DSU) plan is presented below:
| DSUs<br> Outstanding | ||
|---|---|---|
| December 31, 2023 | 116,280 | |
| Granted | 3,190 | |
| March 31, 2024 | 119,470 |
Equity Settled Plans
| (c) | Executive Restricted Share Units Plan |
|---|
Precision granted Executive RSUs to certain senior executives with the intention of settling them in voting shares of the Corporation either issued from treasury or purchased in the open market. Granted units vest annually over a three-year term.
| Executive RSUs <br><br>Outstanding | Weighted Average <br><br>Fair Value | ||||
|---|---|---|---|---|---|
| December 31, 2023 | 46,740 | $ | 96.90 | ||
| Granted | 61,930 | 79.84 | |||
| Redeemed | (15,570 | ) | 96.90 | ||
| Forfeited | (608 | ) | 96.90 | ||
| March 31, 2024 | 92,492 | $ | 85.48 |
Included in net earnings for the three months ended March 31, 2024 were expenses of $1 million (2023 – $0.5 million).
| 10 |
| --- | |
|---|---|
| --- | --- |
A summary of the activity under the option plan is presented below:
| Canadian share options | Outstanding | Range of<br> Exercise Price | Weighted<br> Average<br> Exercise Price | Exercisable | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | 23,055 | $ | 87.00 | — | 145.97 | $ | 113.01 | 23,055 | |||
| Forfeited | (10,170 | ) | 145.97 | — | 145.97 | 145.97 | |||||
| March 31, 2024 | 12,885 | $ | 87.00 | — | 87.00 | $ | 87.00 | 12,885 | |||
| U.S. share options | Outstanding | Range of Exercise Price (US) | Weighted Average Exercise Price (US) | Exercisable | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| December 31, 2023 | 128,398 | — | 111.47 | 128,398 | |||||||
| Forfeited | (55,921 | ) | — | 111.47 | |||||||
| March 31, 2024 | 72,477 | — | 79.80 | 72,477 |
All values are in US Dollars.
| (e) | Non-Management Directors – Deferred Share Unit Plan |
|---|
As at March 31, 2024, there were 1,470 (2023 – 1,470) deferred share units outstanding.
NOTE 8. SHAREHOLDERS’ CAPITAL
| Common shares | Number | Amount | ||||
|---|---|---|---|---|---|---|
| December 31, 2023 | 14,336,539 | 2,365,129 | ||||
| Settlement of PSUs and RSUs | 265,143 | 21,846 | ||||
| Share repurchases | (123,100 | ) | (10,081 | ) | ||
| March 31, 2024 | 14,478,582 | 2,376,894 |
NOTE 9. PER SHARE AMOUNTS
The following tables reconcile net earnings and weighted average shares outstanding used in computing basic and diluted net earnings per share:
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Net earnings – basic | $ | 36,516 | $ | 95,830 | |
| Effect of share options and other equity<br> compensation plans | — | (13,244 | ) | ||
| Net earnings – diluted | $ | 36,516 | $ | 82,586 |
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| (Stated in thousands) | 2024 | 2023 | ||
| Weighted average shares outstanding – basic | 14,407 | 13,648 | ||
| Effect of share options and other equity<br> compensation plans | 3 | 1,191 | ||
| Weighted average shares outstanding – diluted | 14,410 | 14,839 |
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NOTE 10. FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying values of cash, accounts receivable, and accounts payable and accrued liabilities approximates their fair value due to the relatively short period to maturity of the instruments. At the end of each reporting period, investments and other assets are measured at their estimated fair value, with changes in fair value recognized in profit or loss. Amounts drawn on the Senior Credit Facility and the Canadian and U.S. Real Estate Credit Facilities are measured at amortized cost and approximate fair value as this indebtedness is subject to floating rates of interest. The fair value of the unsecured senior notes at March 31, 2024 was approximately $910 million (December 31, 2023 – $867 million).
Financial assets and liabilities recorded or disclosed at fair value in the consolidated statement of financial position are categorized based upon the level of judgement associated with the inputs used to measure their fair value. Hierarchical levels are based on the amount of subjectivity associated with the inputs in the fair value determination and are as follows:
Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
The estimated fair value of unsecured senior notes is based on level II inputs. The fair value is estimated considering the risk-free interest rates on government debt instruments of similar maturities, adjusted for estimated credit risk, industry risk and market risk premiums.
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| --- | | SHAREHOLDER INFORMATION<br><br> <br><br><br> <br>STOCK EXCHANGE LISTINGS<br><br> <br>Shares of Precision Drilling Corporation are listed on the Toronto Stock<br> Exchange under the trading symbol PD and on the New York Stock Exchange under the trading symbol PDS.<br><br> <br><br><br> <br>TRANSFER AGENT AND REGISTRAR<br><br> <br>Computershare Trust Company of Canada<br><br> <br>Calgary, Alberta<br><br> <br><br><br> <br>TRANSFER POINT<br><br> <br>Computershare Trust Company NA<br><br> <br>Canton, Massachusetts<br><br> <br><br><br> <br>Q1 2024 TRADING PROFILE<br><br> <br>Toronto (TSX: PD)<br><br> <br>High: $92.25<br><br> <br>Low: $68.92<br><br> <br>Close: $91.13<br><br> <br>Volume Traded: 4,611,500<br><br> <br><br><br> <br>New York (NYSE: PDS)<br><br> <br>High: US$68.05<br><br> <br>Low: US$51.53<br><br> <br>Close: US$67.29<br><br> <br>Volume Traded: 5,085,900<br><br> <br><br><br> <br>ACCOUNT QUESTIONS<br><br> <br>Precision’s Transfer Agent can help you with a variety of shareholder<br> related services, including:<br><br> <br>• change of address<br><br> <br>• lost unit certificates<br><br> <br>• transfer of shares to another person<br><br> <br>• estate settlement<br><br> <br><br><br> <br>Computershare Trust Company of Canada<br><br> <br>100 University Avenue<br><br> <br>9th Floor, North Tower<br><br> <br>Toronto, Ontario M5J 2Y1<br><br> <br>Canada<br><br> <br><br><br> <br>1-800-564-6253 (toll free in Canada and the United States)<br><br> <br>1-514-982-7555 (international direct dialing)<br><br> <br>Email: service@computershare.com<br><br> <br><br><br> <br>ONLINE INFORMATION<br><br> <br>To receive news releases by email, or to view this interim report online,<br> please visit Precision’s website at www.precisiondrilling.com and refer to the Investor Relations section. Additional information<br> relating to Precision, including the Annual Information Form, Annual Report and Management Information Circular has been filed with SEDAR<br> and is available at www.sedar.com and on the EDGAR website www.sec.gov | CORPORATE INFORMATION<br><br> <br><br><br> <br>DIRECTORS<br><br> <br>Michael R. Culbert<br><br> <br>William T. Donovan<br><br> <br>Steven W. Krablin<br><br> <br>Susan M. MacKenzie<br><br> <br>Lori A. Lancaster<br><br> <br>Kevin O. Meyers<br><br> <br>Kevin A. Neveu<br><br> <br>David W. Williams<br><br> <br><br><br> <br>OFFICERS<br><br> <br>Kevin A. Neveu<br><br> <br>President and Chief Executive Officer<br><br> <br><br><br> <br>Veronica H. Foley<br><br> <br>Chief Legal & Compliance Officer<br><br> <br><br><br> <br>Carey T. Ford<br><br> <br>Chief Financial Officer<br><br> <br><br><br> <br>Shuja U. Goraya<br><br> <br>Chief Technology Officer<br><br> <br><br><br> <br>Darren J. Ruhr<br><br> <br>Chief Administrative Officer<br><br> <br><br><br> <br>Gene C. Stahl<br><br> <br>President, North American Drilling<br><br> <br><br><br> <br>AUDITORS<br><br> <br>KPMG LLP<br><br> <br>Calgary, Alberta<br><br> <br><br><br> <br>HEAD OFFICE<br><br> <br>Suite 800, 525 8th Avenue SW<br><br> <br>Calgary, Alberta, T2P 1G1<br><br> <br>Canada<br><br> <br>Telephone: 403-716-4500<br><br> <br>Facsimile: 403-264-0251<br><br> <br>Email: info@precisiondrilling.com<br><br> <br>www.precisiondrilling.com | | --- | --- |
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