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 2022
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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). __
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __
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 29, 2022 | PRECISION DRILLING CORPORATION | |
|---|---|---|
| By: | /s/ Carey T Ford | |
| Name: | Carey T Ford | |
| Title: | Senior Vice President & 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, 2022. | |
| 99.2 | Consolidated Financial Statements for the period ended March 31, 2022. |
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, 2022. |
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| 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. |
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| 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, 2022 and ended on March 31, 2022 that has<br>materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| --- | --- |
Date: April 29, 2022
| By: | /s/Kevin A Neveu |
|---|---|
| Name: Kevin A. Neveu<br><br> <br>Title: President and Chief Executive<br> Officer |
Exhibit 31.2
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Carey T. Ford, Senior Vice President and 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, 2022. |
|---|---|
| 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, 2022 and ended on March 31, 2022 that has<br>materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| --- | --- |
Date: April 29, 2022
| By: | /s/Carey T. Ford |
|---|---|
| Name: Carey T. Ford<br><br> <br>Title: Senior Vice President and Chief Financial<br> Officer |
Exhibit 99.1

PRECISION DRILLING CORPORATION
First Quarter Report for the three months ended March 31, 2022 and 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS
This report contains “forward-lookinginformation and statements” within the meaning of applicable securities laws. For a full disclosure of the forward-looking informationand statements and the risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information andStatements” later in this report. This report contains references to certain Financial Measures and Ratios, including Adjusted EBITDA(earnings before income taxes, gain on investments and other assets, finance charges, foreign exchange, gain on asset disposals, and depreciationand amortization), Funds Provided by (Used in) Operations, Net Capital Spending and Working Capital. These terms do not have standardizedmeanings prescribed under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures usedby other companies, see “Financial Measures and Ratios” later in this report.
Precision Drilling announces 2022 first quarter financial results:
| · | Revenue of $351 million, an increase of 49% compared<br>with the first quarter of 2021, supported by U.S. and Canadian drilling activity growth of 56% and 48%, respectively. |
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| · | Day rates increased in the U.S. and Canada by<br>10% and 15%, respectively, as compared with the first quarter of 2021. |
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| · | Strengthened our contract book with year-to-date<br>additions of 27 term contracts. |
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| · | Awarded five-year contract extensions for all<br>three active rigs in the Kingdom of Saudi Arabia. |
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| · | Achieved a record number of total paid AlphaAutomation^TM^,<br>AlphaApps^TM^ and AlphaAnalytics^TM^ days during the quarter, eclipsing the previous mark by more than 7%. |
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| · | Deployed our second EverGreen^TM^ Battery<br>Energy Storage System with four additional deployments scheduled in 2022. |
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| · | Adjusted EBITDA (see “FINANCIAL MEASURES<br>AND RATIOS”) of $37 million which included share-based compensation charges of $48 million resulting primarily from our 107% increase<br>in share price from the end of 2021. |
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| · | Net loss of $44 million or $3.25 per share compared<br>with a net loss of $36 million or $2.70 per share in 2021. |
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| · | Cash used in operations of $65 million and generated<br>$30 million of funds from operations (see “FINANCIAL MEASURES AND RATIOS”). |
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| · | Ended the quarter with more than $430 million<br>of available liquidity. |
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| · | Increased our capital spending plan to $125 million<br>in response to higher demand and customer contracted rig upgrades. |
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SELECT FINANCIAL AND OPERATING INFORMATION
Financial Highlights
| For the three months ended March 31, | |||||||
|---|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except per share amounts) | 2022 | 2021 | % Change | ||||
| Revenue | 351,339 | 236,473 | 48.6 | ||||
| Adjusted EBITDA^(1)^ | 36,855 | 54,539 | (32.4 | ) | |||
| Net loss | (43,844 | ) | (36,106 | ) | 21.4 | ||
| Cash provided by (used in) operations | (65,294 | ) | 15,422 | (523.4 | ) | ||
| Funds provided by operations^(1)^ | 29,955 | 43,430 | (31.0 | ) | |||
| Cash used in investing activities | 30,343 | 9,914 | 206.1 | ||||
| Capital spending by spend category^(1)^ | |||||||
| Expansion and upgrade | 9,615 | 3,437 | 179.7 | ||||
| Maintenance and infrastructure | 26,787 | 4,999 | 435.8 | ||||
| Proceeds on sale | (2,847 | ) | (3,324 | ) | (14.4 | ) | |
| Net capital spending^(1)^ | 33,555 | 5,112 | 556.4 | ||||
| Net loss per share: | |||||||
| Basic | (3.25 | ) | (2.70 | ) | 20.5 | ||
| Diluted | (3.25 | ) | (2.70 | ) | 20.5 | ||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | ||||||
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Operating Highlights
| 2022 | 2021 | % Change | ||
| Contract drilling rig fleet | 227 | 227 | - | |
| Drilling rig utilization days: | ||||
| U.S. | 4,590 | 2,951 | 55.5 | |
| Canada | 5,653 | 3,818 | 48.1 | |
| International | 540 | 540 | - | |
| Revenue per utilization day: | ||||
| U.S. (US) | 24,299 | 22,133 | 9.8 | |
| Canada (Cdn) | 24,263 | 21,131 | 14.8 | |
| International (US) | 50,235 | 52,744 | (4.8 | ) |
| Operating cost per utilization day: | ||||
| U.S. (US) | 18,370 | 15,106 | 21.6 | |
| Canada (Cdn) | 15,398 | 13,025 | 18.2 | |
| Service rig fleet | 123 | 123 | - | |
| Service rig operating hours | 38,265 | 34,903 | 9.6 |
All values are in US Dollars.
Financial Position
| (Stated in thousands of Canadian dollars, except ratios) | March 31, 2022 | December 31, 2021 |
|---|---|---|
| Working capital^(1)^ | 162,748 | 81,637 |
| Cash | 24,102 | 40,588 |
| Long-term debt | 1,174,462 | 1,106,794 |
| Total long-term financial liabilities | 1,257,447 | 1,185,858 |
| Total assets | 2,692,884 | 2,661,752 |
| Long-term debt to long-term debt plus equity ratio ^(1)^ | 0.50 | 0.47 |
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | |
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| 2 |
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Summary for the three months ended March 31, 2022:
| · | Revenue for the first quarter was $351 million,<br>49% higher than in 2021 and was the result of increased North American drilling and service activity and day rates. Drilling rig utilization<br>days increased by 56% in the U.S. and 48% in Canada and well service activity increased 10% as compared with the first quarter of 2021. |
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| · | Adjusted EBITDA for the quarter was $37 million,<br>$18 million lower than 2021 mainly due to higher share-based compensation charges. Share-based compensation charges for the quarter were<br>$48 million, $37 million higher than in 2021. The increase was primarily due to our higher share price which rose by 107% from the end<br>of 2021. Please refer to “Other Items” later in this report for additional information on our share-based compensation charges. |
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| · | General and administrative expenses this quarter<br>were $56 million, $34 million higher than in 2021 due to higher share-based compensation charges and lower CEWS program assistance. |
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| · | Net finance charges for the quarter were $21<br>million, $2 million lower than in 2021, primarily due to reduced interest expense from lower debt levels and average cost of borrowings. |
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| · | In the U.S., revenue per utilization day for<br>the quarter increased to US$24,299 compared with US$22,133 in 2021. The increase was primarily the result of higher day rates, Alpha^TM^<br>activity and turnkey activity. During the first quarter, we recognized revenue from turnkey projects of US$12 million compared with US$5<br>million in 2021. On a sequential basis, revenue per utilization day, excluding revenue from turnkey drilling increased approximately US$1,200<br>primarily due to higher day rates and Alpha^TM^ activity. Our first quarter operating costs on a per day basis increased to US$18,370,<br>compared with US$15,106 in 2021 due to higher rig operating expenses, repairs and maintenance and turnkey activity, partially offset by<br>the impact of fixed costs being spread over higher activity. Our higher rig operating expenses in 2022 were primarily attributable to<br>higher field wages and larger crew sizes. During the second and fourth quarters of 2021, we implemented field wage increases. In anticipation<br>of increased activity in 2022, we strategically staffed active rigs with larger crews to ensure we have a sufficient number of crew personnel<br>that are trained and available to meet customer demand. Sequentially, excluding the impact of turnkey activity, our operating costs per<br>day increased approximately US$1,180 due primarily to the strategic use of larger crew sizes. |
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| · | In Canada, average revenue per utilization day<br>for contract drilling for the quarter was $24,263 compared with $21,131 in 2021. Average operating costs per utilization day for the quarter<br>increased to $15,398 compared with $13,025 in 2021. The increase was mainly due to industry-wide wage increases that were enacted in the<br>latter half of 2021 and lower CEWS program assistance. |
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| · | During the quarter, we did not recognize any<br>CEWS program assistance as compared with $9 million in 2021. In 2021, CEWS program assistance was presented as offsets to operating and<br>general and administrative costs of $8 million and $1 million, respectively. |
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| · | We realized first quarter revenue from international<br>contract drilling of US$27 million as compared with US$28 million in 2021. The lower revenue in 2022 was primarily due to lower day rates<br>as average revenue per utilization day for the quarter was US$50,235, 5% lower than 2021 due to the expiration of drilling contracts. |
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| · | For the first quarter, cash used in operations<br>was $65 million compared with cash provided by operations of $15 million in 2021. We generated $30 million of funds from operations during<br>the quarter as compared with $43 million in 2021. Our increased activity, higher share-based compensation and debt interest payments contributed<br>to lower cash generation for the current quarter. |
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| · | Capital expenditures were $36 million as compared<br>with $8 million in 2021. Capital spending by spend category (see “FINANCIAL MEASURES AND RATIOS”) included $10 million for<br>expansion and upgrades and $27 million for the maintenance of existing assets and infrastructure. |
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| · | During the first quarter of 2022, we borrowed<br>$80 million on our Senior Credit Facility to meet the seasonal cash demands of our business. |
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| · | We settled a portion our Executive Performance<br>Share Units (PSU) through the issuance of 263,900 common shares and issued an additional 21,370 common shares from the exercise<br>of share options. |
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STRATEGY
Precision’s strategic priorities for 2022 are as follows:
| 1. | Grow revenue through scaling Alpha^TM^ technologies and EverGreen^TM^ suite of environmentalsolutions across Precision's Super Series rig fleet and further competitive differentiation through ESG initiatives –<br>We exited the quarter with 50 AC Super Triple Alpha^TM^ rigs equipped with our AlphaAutomation^TM^<br>platform and 16 commercialized AlphaApps^TM^. As compared with 2021, our first quarter paid days for AlphaAutomation^TM^,<br>AlphaApps^TM^ and AlphaAnalytics^TM^ increased 76%, 210% and 83%, respectively, from further uptake of customers fully<br>utilizing our suite of Alpha^TM^ technologies. During the quarter, we deployed our second<br>EverGreen^TM^ Battery Energy Storage System (BESS) with three additional contracted deployments scheduled for the second<br>quarter and one in the third quarter. Customer interest in BESS continues to grow and we anticipate additional deployments this year continuing<br>into 2023. We currently have seven active Integrated Power & Emissions Monitoring Systems with three additional systems expected to<br>be deployed later this year. Our monitoring system provides a real-time wellsite Greenhouse Gas (GHG) footprint and insights into<br>the correlation between power demand, fuel consumption and resulting GHG emissions throughout the well construction process. During the<br>quarter, we installed LED lighting at our Nisku Drilling Support Centre (DSC). The project was completed with partial funding coming<br>from the Emissions Reduction Alberta’s ‘Energy Savings for Business’ program and is expected to reduce our Scope<br>2 emissions at the Nisku DSC by 20%. |
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| 2. | Grow free cash flow by maximizing operating leverage as demand for our High Performance, High Valueservices continues to rebound – In the U.S., we had a first quarter average active rig count of 51, 56% higher than in 2021.<br>In Canada, our first quarter activity peaked at 72 active rigs and averaged 63 active rigs for the quarter, a 48% increase from 2021.<br>Despite industry-wide inflationary pressures, our first quarter daily operating margins (average revenue less operating costs per utilization<br>day) in our North American contract drilling business improved as compared with the fourth quarter of 2021. Our first quarter daily operating<br>margin in the U.S. was $5,929, slightly up from the fourth quarter of 2021 while our Canadian daily operating margin increased 11% to<br>$8,865. Our daily operating margins were secured by our strengthening day rates and disciplined supply chain management. With the tightening<br>of available Super Series rigs, pricing increases are expected to continue in the U.S. and Canada. |
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| 3. | Utilize free cash flow to continue strengthening our balance sheet while investing in our people, equipmentand returning capital to shareholders – In the first quarter of 2022, cash used in operations was $65 million due primarily<br>to the build-up of working capital from the seasonal cash demands of our business, annual share-based compensation payments and $38 million<br>of interest payments. Our reinvestment into our drilling fleet included $36 million of capital expenditures and we generated $3 million<br>of cash proceeds from the divestiture of non-core assets. During the quarter, we drew $80 million on our Senior Credit Facility to help<br>fund the cash requirements of our business. We expect to repay the majority of our first quarter borrowings by the end of the second quarter<br>and progress further debt reduction by the end of the year with a $75 million debt reduction target and a longer-term goal of Net Debt<br>to Adjusted EBITDA less than 1.5 times. We ended the quarter with a cash balance of $24 million, US$182 million drawn on our US$500 million<br>Senior Credit Facility and over $430 million of available liquidity. |
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OUTLOOK
The return of global energy demand against the backdrop of a multi-year period of upstream oil and natural gas underinvestment and imposed sanctions on Russian oil exports have resulted in higher commodity prices, providing a promising outlook for the oilfield services industry. At current commodity price levels, we anticipate higher demand for our services and improved fleet utilization as customers seek to maintain production levels and replenish inventories, as drilled but uncompleted wells have been depleted over the past several years.
With the expected rise in North American industry activity in 2022, we anticipate further tightness in the high specification rig market with customers seeking term contracts to secure rigs and ensure fulfilment of their development programs. Accordingly, the tightening of available high specification rigs is expected to drive higher day rates and necessitate customer funded rig upgrades.
Interest in our EverGreen^TM^ suite of environmental solutions continues to gain momentum as customers seek meaningful solutions to achieve their emission reduction targets and improve their well economics. We expect our growing suite of Alpha^TM^ technologies paired with our EverGreen^TM^ suite of environmental solutions to be key competitive differentiators as our predictable and repeatable drilling results deliver exceptional value to our customers by reducing risks, well construction costs and carbon footprint.
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The Government of Canada’s $1.7 billion well site abandonment and rehabilitation program continues to bolster industry activity levels. During the first quarter of 2022, our abandonment activity remained strong, and we expect this to continue through to the end of the program in 2022.
Commodity Prices
During the first quarter of 2022, average West Texas Intermediate and Western Canadian Select oil prices were higher by 63% and 76%, respectively, from the comparative quarter. While average Henry Hub and AECO natural gas prices improved by 67% and 52%, respectively from 2021.
| Year ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | 2021 | ||
| Average oil and natural gas prices | ||||
| Oil | ||||
| West Texas Intermediate (per barrel) (US) | 94.29 | 57.84 | 67.91 | |
| Western Canadian Select (per barrel) (US) | 79.77 | 45.35 | 54.84 | |
| Natural gas | ||||
| United States | ||||
| Henry Hub (per MMBtu) (US) | 4.57 | 2.73 | 3.72 | |
| Canada | ||||
| AECO (per MMBtu) (CDN) | 4.77 | 3.13 | 3.64 |
All values are in US Dollars.
Contracts
Year-to-date in 2022, we have entered into 27 term contracts. The following chart outlines the average number of drilling rigs under contract by quarter as of April 27, 2022. For those quarters ending after March 31, 2022, this chart represents the minimum number of long-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 contracts.
| Average for the quarter ended 2021 | Average for the quarter ended 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Mar. 31 | June 30 | Sept. 30 | Dec. 31 | Mar. 31 | June 30 | Sept. 30 | Dec. 31 | |||
| Average rigs under term contract as of April 27, 2022: | ||||||||||
| U.S. | 21 | 24 | 22 | 24 | 27 | 28 | 26 | 21 | ||
| Canada | 6 | 6 | 7 | 7 | 6 | 7 | 8 | 7 | ||
| International | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 5 | ||
| Total | 33 | 36 | 35 | 37 | 39 | 41 | 40 | 33 |
The following chart outlines the average number of drilling rigs that we had under contract for 2021 and the average number of rigs we have under contract as of April 27, 2022.
| Average for the year ended | |||
|---|---|---|---|
| 2021 | 2022 | ||
| Average rigs under term contract as of April 27, 2022: | |||
| U.S. | 23 | 26 | |
| Canada | 7 | 7 | |
| International | 6 | 6 | |
| Total | 36 | 39 |
In Canada, term contracted rigs normally generate 250 utilization days per year because of the seasonal nature of well site access. In most regions in the U.S. and internationally, term contracts normally generate 365 utilization days per year.
Drilling Activity
The following chart outlines the average number of drilling rigs that we had working or moving by quarter for the periods noted.
| 5 |
| --- | | | Average for the quarter ended 2021 | | | | | Average for the quarter ended 2022 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Mar. 31 | June 30 | Sept. 30 | Dec. 31 | | Mar. 31 | | Average Precision active rig count: | | | | | | | | | U.S. | | 33 | 39 | 41 | 45 | | 51 | | Canada | | 42 | 27 | 51 | 52 | | 63 | | International | | 6 | 6 | 6 | 6 | | 6 | | Total | | 81 | 72 | 98 | 103 | | 120 |
According to industry sources, as of April 27, 2022, the U.S. active land drilling rig count has increased 60% from the same point last year while the Canadian active land drilling rig count has increased by 84%. To date in 2022, approximately 80% of the U.S. industry’s active rigs and 59% of the Canadian industry’s active rigs were drilling for oil targets, compared with 76% for the U.S. and 52% for Canada at the same time last year.
Capital Spending and Free Cash Flow Allocation
During the quarter, we increased our capital spending plan to reflect higher maintenance capital from our increasing activity, strategic purchase of drill pipe and customer funded rig upgrades. Capital spending in 2022 is expected to be $125 million and by spend category includes $72 million for sustaining, infrastructure and intangibles and $53 million for expansion and upgrades. We expect that the $125 million will be split $113 million in the Contract Drilling Services segment, $11 million in the Completion and Production Services segment and $1 million to the Corporate segment. At March 31, 2022, Precision had capital commitments of $135 million with payments expected through 2024.
Our debt reduction plans continue with the goal of repaying over $400 million of debt over the next four years and reaching a sustained Net Debt to Adjusted EBITDA ratio (See “FINANCIAL MEASURES AND RATIOS”) of below 1.5 times. At the end of 2025, we expect to have reduced debt by well over $1 billion since 2018. In addition to our debt reduction target through 2025, we plan to allocate 10% to 20% of free cash flow before debt principal repayments toward the return of capital to shareholders.
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) | 2022 | 2021 | % Change | ||||
| Revenue: | |||||||
| Contract Drilling Services | 314,145 | 204,819 | 53.4 | ||||
| Completion and Production Services | 38,238 | 32,544 | 17.5 | ||||
| Inter-segment eliminations | (1,044 | ) | (890 | ) | 17.3 | ||
| 351,339 | 236,473 | 48.6 | |||||
| Adjusted EBITDA:^(1)^ | |||||||
| Contract Drilling Services | 71,174 | 60,031 | 18.6 | ||||
| Completion and Production Services | 6,539 | 7,802 | (16.2 | ) | |||
| Corporate and Other | (40,858 | ) | (13,294 | ) | 207.3 | ||
| 36,855 | 54,539 | (32.4 | ) | ||||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | ||||||
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SEGMENT REVIEW OF CONTRACT DRILLING SERVICES
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except where noted) | 2022 | 2021 | % Change | |||
| Revenue | 314,145 | 204,819 | 53.4 | |||
| Expenses: | ||||||
| Operating | 230,051 | 138,121 | 66.6 | |||
| General and administrative | 12,920 | 6,667 | 93.8 | |||
| Adjusted EBITDA^(1)^ | 71,174 | 60,031 | 18.6 | |||
| Adjusted EBITDA as a percentage of revenue^(1)^ | 22.7 | % | 29.3 | % | ||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | |||||
| --- | --- |
| 6 |
| --- | | United States onshore drilling statistics:^(1)^ | 2022 | | | 2021 | | | | --- | --- | --- | --- | --- | --- | --- | | | | Precision | Industry^(2)^ | | Precision | Industry^(2)^ | | Average number of active land rigs for quarters ended: | | | | | | | | March 31 | | 51 | 603 | | 33 | 378 | | (1) | United States lower 48 operations only. | | --- | --- | | (2) | Baker Hughes rig counts. | | --- | --- | | Canadian onshore drilling statistics:^(1)^ | 2022 | | | 2021 | | | | --- | --- | --- | --- | --- | --- | --- | | | | Precision | Industry^(2)^ | | Precision | Industry^(2)^ | | Average number of active land rigs for quarters ended: | | | | | | | | March 31 | | 63 | 205 | | 42 | 145 | | (1) | Canadian operations only. | | --- | --- | | (2) | Baker Hughes rig counts. | | --- | --- |
Revenue from Contract Drilling Services was $314 million this quarter, 53% higher than 2021, while Adjusted EBITDA increased by 19% to $71 million. The increase in revenue and Adjusted EBITDA was primarily due to higher North American activity and day rates. Additionally, our Adjusted EBITDA for the quarter was negatively impacted by lower CEWS program assistance.
Drilling rig utilization days (drilling days plus move days) in the U.S. were 4,590, 56% higher than 2021. Drilling rig utilization days in Canada were 5,653 during the first quarter of 2022, 48% higher than 2021. The increase in utilization days in both the U.S. and Canada was consistent with higher industry activity. Drilling rig utilization days in our international business were 540, consistent with 2021.
Our first quarter revenue per utilization day in the U.S. increased 10% from the comparable quarter. The increase was primarily the result of higher day rates, Alpha^TM^ activity and turnkey activity. During the first quarter, we recognized revenue from turnkey projects of US$12 million compared with US$5 million in 2021. Compared with the same quarter in 2021, drilling rig revenue per utilization day in Canada increased 15% due to higher day rates. Our international revenue per utilization day for the quarter was 5% lower than 2021, primarily due to the expiration of drilling contracts.
In the U.S., 49% of utilization days were generated from rigs under term contract as compared with 56% in the first quarter of 2021. In Canada, 10% of our utilization days in the quarter were generated from rigs under term contract, compared with 11% in 2021.
In the U.S., operating costs for the quarter on a per day basis were higher by 22% compared with the prior year period primarily due to higher rig operating expenses, repairs and maintenance and turnkey activity, partially offset by the impact of fixed costs being spread over higher activity. Our higher rig operating expenses in 2022 were primarily attributable to higher field wages and larger crew sizes. During the second and fourth quarters of 2021, we implemented field wage increases. In anticipation of increased activity in 2022, we strategically staffed active rigs with larger crews to ensure we have a sufficient number of crew personnel that are trained and available to meet customer demand. On a per utilization day basis, operating costs in Canada were 18% higher than the 2021 quarter, mainly due to industry-wide wage increases and lower CEWS program assistance.
Our general and administrative expense increased by 94% as compared with the first quarter of 2021. The higher expense for the quarter pertains to higher share-based compensation charges and lower CEWS program assistance.
| 7 |
| --- |
SEGMENT REVIEW OF COMPLETION AND PRODUCTIONSERVICES
| For the three months ended March 31, | |||||||
|---|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except where noted) | 2022 | 2021 | % Change | ||||
| Revenue | 38,238 | 32,544 | 17.5 | ||||
| Expenses: | |||||||
| Operating | 29,967 | 23,390 | 28.1 | ||||
| General and administrative | 1,732 | 1,352 | 28.1 | ||||
| Adjusted EBITDA^(1)^ | 6,539 | 7,802 | (16.2 | ) | |||
| Adjusted EBITDA as a percentage of revenue^(1)^ | 17.1 | % | 24.0 | % | |||
| Well servicing statistics: | |||||||
| Number of service rigs (end of period) | 123 | 123 | - | ||||
| Service rig operating hours | 38,265 | 34,903 | 9.6 | ||||
| Service rig operating hour utilization | 46 | % | 32 | % | |||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | ||||||
| --- | --- |
Completion and Production Services revenue for the first quarter of 2022 increased to $38 million as compared with $33 million in 2021. The higher revenue was primarily due to increased average service rates and activity, partially offset by lower camp activity. Our first quarter service rig operating hours increased by 10% from 2021.
During the quarter, Completion and Production Services generated 11% of its revenue from U.S. operations compared with 10% in the comparative period.
Operating costs as a percentage of revenue increased to 78% as compared with 72% in the comparative quarter. The higher percentage in 2022 was primarily the result of lower CEWS program assistance. In the first quarter of 2022, we received CEWS program assistance of nil as compared with $2 million in 2021.
As compared to 2021, our first quarter general and administrative expense increased by 28% and was primarily due to lower CEWS program assistance.
Our first quarter Adjusted EBITDA decreased by $1 million as compared with 2021 primarily from lower camp activity and CEWS program assistance, partially offset by increased average hourly service rates and activity.
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 $41 million as compared with $13 million in the first quarter of 2021. Our Adjusted EBITDA was negatively impacted by higher share-based compensation costs from our increased share price and lower CEWS program assistance. During the quarter, we did not recognize any CEWS program assistance as compared with $1 million in 2021.
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 2021 Annual Report.
A summary of amounts expensed under these plans during the reporting periods are as follows:
| For the three months ended March 31, | |||
|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2022 | 2021 | |
| Cash settled share-based incentive plans | 47,211 | 9,868 | |
| Equity settled share-based incentive plans: | |||
| Executive PSU | 407 | 773 | |
| Share option plan | 20 | 131 | |
| Total share-based incentive compensation plan expense | 47,638 | 10,772 | |
| Allocated: | |||
| Operating | 10,920 | 2,264 | |
| General and Administrative | 36,718 | 8,508 | |
| 47,638 | 10,772 |
| 8 |
| --- |
Cash settled share-based compensation expense for the quarter was $47 million as compared with $10 million in 2021. The higher expense in 2022 was primarily due to the strengthening of our share price which increased by 107% over the first quarter. Our equity settled share-based compensation expense for the first quarter of 2022 decreased to $0.4 million as our Executive PSUs and share options fully vested early in the quarter.
As of March 31, 2021, 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.
Finance Charges
First quarter net finance charges were $21 million as compared with $22 million in 2021. Our lower finance charges were primarily due to reduced interest expense from lower debt levels and average cost of borrowings. Interest charges on our U.S. denominated long-term debt in the first quarter were US$15 million ($19 million) as compared with US$16 million ($20 million) in 2021.
Income Tax
Income tax expense for the quarter was $1 million as compared with a income tax recovery of $2 million in 2021. During the first quarter, we did not recognize deferred tax assets on certain Canadian and international operating losses.
LIQUIDITY AND CAPITAL RESOURCES
The oilfield services business is inherently cyclical in nature. To manage this, we focus on maintaining a strong balance sheet so we have the financial flexibility 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 for new-build and upgrade rig programs provide more certainty of future revenues and return on our capital investments.
Liquidity
| Amount | Availability | Used for | Maturity |
|---|---|---|---|
| Senior credit facility (secured) | |||
| US$500 million^1^ (extendible, revolving<br><br> <br>term credit facility with US$300 million accordion feature) | US$182 million drawn and US$32 million in outstanding letters of credit | General corporate purposes | June 18, 2025^1^ |
| Real estate credit facilities (secured) | |||
| US$10 million | Fully drawn | General corporate purposes | November 19, 2025 |
| $19 million | Fully drawn | General corporate purposes | March 16, 2026 |
| Operating facilities (secured) | |||
| $40 million | Undrawn, except $7 million in<br><br> <br>outstanding letters of credit | Letters of credit and general<br><br> <br>corporate purposes | |
| US$15 million | Undrawn | Short-term working capital<br><br> <br>requirements | |
| Demand letter of credit facility (secured) | |||
| US$30 million | Undrawn, except US$2 million in<br><br> <br>outstanding letters of credit | Letters of credit | |
| Unsecured senior notes (unsecured) | |||
| US$348 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 |
| (1) | US$53 million expires on November 21, 2023. | ||
| --- | --- |
At March 31, 2022, we had $1,193 million outstanding under our Senior Credit Facility, Real Estate Credit Facilities and unsecured senior notes as compared with $1,126 million at December 31, 2021.
The current blended cash interest cost of our debt is approximately 6.3%.
Senior Credit Facility
The Senior Credit Facility requires we comply with certain covenants including a leverage ratio of consolidated senior debt to consolidated Covenant EBITDA (see “NON-GAAP MEASURES”) of less than 2.5:1. For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness.
| 9 |
| --- |
On June 18, 2021, we agreed with the lenders of our Senior Credit Facility to extend the facility’s maturity date and extend and amend certain financial covenants during the Covenant Relief Period. The maturity date of the Senior Credit Facility was extended to June 18, 2025; however, US$53 million of the US$500 million will expire on November 21, 2023.
The lenders agreed to extend the Covenant Relief Period to September 30, 2022 and amend the consolidated Covenant EBITDA to consolidated interest coverage ratio for the most recent four consecutive quarters to be greater than or equal to 2.0:1 for the period ending March 31, 2022, 2.25:1 for the periods ending June 30, 2022 and September 30, 2022 and 2.5:1 for periods ending thereafter. During the Covenant Relief Period, our distributions in the form of dividends, distributions and share repurchases are restricted to a maximum of US$25 million in 2022, subject to a pro forma senior net leverage ratio (as defined in the credit agreement) of less than or equal to 1.75:1. We also have the option to voluntarily terminate the Covenant Relief Period prior September 30, 2022.
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.
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.
For further information, please see the unsecured senior note indentures which are available on SEDAR and EDGAR.
Covenants
At March 31, 2022, we were in compliance with the covenants of our Senior Credit Facility and Real Estate Credit Facilities.
| Covenant | At March 31, 2022 | ||
|---|---|---|---|
| Senior Credit Facility | |||
| Consolidated senior debt to consolidated covenant EBITDA^(1)^ | < 2.50 | 1.11 | |
| Consolidated covenant EBITDA to consolidated interest expense | > 2.00 | 2.73 | |
| Real Estate Credit Facilities | |||
| Consolidated covenant EBITDA to consolidated interest expense | > 2.00 | 2.73 |
(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, | ||||
|---|---|---|---|---|---|
| 2022 | 2021 | 2021 | |||
| Canada-U.S. foreign exchange rates | |||||
| Average | 1.27 | 1.27 | — | ||
| Closing | 1.25 | 1.26 | 1.26 |
Hedge of investments in foreign operations
We utilize foreign currency long-term debt to hedge our exposure to changes in the carrying values 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 (loss).
| 10 |
| --- |
QUARTERLY FINANCIAL SUMMARY
| (Stated in thousands of Canadian dollars, except per share amounts) | 2021 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Quarters ended | June 30 | September 30 | December 31 | March 31 | ||||||
| Revenue | 201,359 | 253,813 | 295,202 | 351,339 | ||||||
| Adjusted EBITDA^(1)^ | 28,944 | 45,408 | 63,881 | 36,855 | ||||||
| Net loss | (75,912 | ) | (38,032 | ) | (27,336 | ) | (43,844 | ) | ||
| Net loss per basic and diluted share | (5.71 | ) | (2.86 | ) | (2.05 | ) | (3.25 | ) | ||
| Funds provided by operations^(1)^ | 12,607 | 33,525 | 62,681 | 29,955 | ||||||
| Cash provided by (used in) operations | 42,219 | 21,871 | 59,713 | (65,294 | ) | |||||
| (Stated in thousands of Canadian dollars, except per share amounts) | 2020 | 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Quarters ended | June 30 | September 30 | December 31 | March 31 | ||||||
| Revenue | 189,759 | 164,822 | 201,688 | 236,473 | ||||||
| Adjusted EBITDA^(1)^ | 58,465 | 47,771 | 55,263 | 54,539 | ||||||
| Net loss | (48,867 | ) | (28,476 | ) | (37,518 | ) | (36,106 | ) | ||
| Net loss per basic and diluted share | (3.56 | ) | (2.08 | ) | (2.74 | ) | (2.70 | ) | ||
| Funds provided by operations^(1)^ | 26,639 | 27,489 | 35,282 | 43,430 | ||||||
| Cash provided by operations | 104,478 | 41,950 | 4,737 | 15,422 | ||||||
| (1) | See “FINANCIAL MEASURES AND RATIOS.” | |||||||||
| --- | --- |
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 2021 Annual Report.
EVALUATION OF CONTROLS AND PROCEDURES
Based on their evaluation as at March 31, 2022, 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, 2022, 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, 2022 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.
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FINANCIAL MEASURES AND RATIOS
| Non-GAAP Financial Measures<br><br> <br>**** | |||||
|---|---|---|---|---|---|
| We reference certain additional Non-Generally Accepted Accounting Principles (Non-GAAP) measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors. | |||||
| Adjusted EBITDA | We believe Adjusted EBITDA (earnings before income<br> taxes, gain on investments and other assets, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization),<br> as reported in our Condensed Interim Consolidated Statements of Net Loss and our reportable operating segment disclosures, is a useful<br> measure, because it gives an indication of the results from our principal business activities prior to consideration of how our activities<br> are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.<br><br> <br><br><br> <br>The most directly comparable financial measure<br> is net earnings (loss). | ||||
| Funds Provided by (Used in) Operations | We believe funds provided by (used in) operations,<br> as reported in our Condensed Interim Consolidated Statements of Cash Flows, is a useful measure because it provides an indication of the<br> funds our principal business activities generate prior to consideration of working capital changes, which is primarily made up of highly<br> liquid balances.<br><br> <br><br><br> <br>The most directly comparable financial measure<br> is cash provided by (used in) operations. | ||||
| Net Capital Spending | We believe net capital spending is a useful measure<br> as it provides an indication of our primary investment activities.<br><br> <br><br><br> <br>The most directly comparable financial measure<br> is cash provided by (used 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) | 2022 | 2021 | |||
| Capital spending by spend category | |||||
| Expansion and upgrade | 9,615 | 3,437 | |||
| Maintenance and infrastructure | 26,787 | 4,999 | |||
| 36,402 | 8,436 | ||||
| Proceeds on sale of property, plant and equipment | (2,847 | ) | (3,324 | ) | |
| Net capital spending | 33,555 | 5,112 | |||
| Changes in non-cash working capital balances | (3,212 | ) | 4,802 | ||
| Cash used in investing activities | 30,343 | 9,914 | |||
| Working Capital | We define working capital as current assets less<br> current liabilities, as reported in our Condensed Interim Consolidated Statements of Financial Position.<br><br> <br><br><br> <br>Working capital is calculated as follows: | ||||
| --- | --- | ||||
| At March 31, | At December 31, | ||||
| --- | --- | --- | |||
| (Stated in thousands of Canadian dollars) | 2022 | 2021 | |||
| Current assets | 392,943 | 319,757 | |||
| Current liabilities | 230,195 | 238,120 | |||
| Working capital | 162,748 | 81,637 | |||
| Non-GAAP Ratios<br><br> <br>**** | |||||
| --- | --- | ||||
| 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<br>of consolidated revenue, as reported in our Condensed Interim Consolidated Statements of Net Loss, provides an indication of our profitability<br>from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange,<br>taxation and depreciation and amortization charges. | ||||
| 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 to 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 to 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. |
| 12 |
| --- |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGINFORMATION 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 2022; |
|---|---|
| · | our capital expenditures, free cash flow allocation<br>and debt reduction plan for 2022; |
| --- | --- |
| · | anticipated activity levels in 2022; |
| --- | --- |
| · | anticipated demand for our drilling rigs; |
| --- | --- |
| · | the average number of term contracts in place<br>for 2022; |
| --- | --- |
| · | customer adoption of Alpha^TM^ technologies<br>and EverGreen^TM^ suite of environmental solutions; |
| --- | --- |
| · | potential commercial opportunities and rig contract<br>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:
| · | the fluctuation in oil prices may pressure customers<br>into reducing or limiting their drilling budgets; |
|---|---|
| · | the success of our response to the COVID-19 global<br>pandemic; |
| --- | --- |
| · | the status of current negotiations with our customers<br>and vendors; |
| --- | --- |
| · | customer focus on safety performance; |
| --- | --- |
| · | existing term contracts are neither renewed nor<br>terminated prematurely; |
| --- | --- |
| · | our ability to deliver rigs to customers on a<br>timely basis; and |
| --- | --- |
| · | the general stability of the economic and political<br>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<br>natural gas; |
|---|---|
| · | fluctuations in the level of oil and natural<br>gas exploration and development activities; |
| --- | --- |
| · | fluctuations in the demand for contract drilling,<br>well servicing and ancillary oilfield services; |
| --- | --- |
| · | our customers’ inability to obtain adequate<br>credit or financing to support their drilling and production activity; |
| --- | --- |
| · | the success of vaccinations for COVID-19 worldwide; |
| --- | --- |
| · | changes in drilling and well servicing technology,<br>which could reduce demand for certain rigs or put us at a competitive advantage; |
| --- | --- |
| · | shortages, delays and interruptions in the delivery<br>of equipment supplies and other key inputs; |
| --- | --- |
| · | liquidity of the capital markets to fund customer<br>drilling programs; |
| --- | --- |
| · | availability of cash flow, debt and equity sources<br>to fund our capital and operating requirements, as needed; |
| --- | --- |
| · | the impact of weather and seasonal conditions<br>on operations and facilities; |
| --- | --- |
| · | competitive operating risks inherent in contract<br>drilling, well servicing and ancillary oilfield services; |
| --- | --- |
| · | ability to improve our rig technology to improve<br>drilling efficiency; |
| --- | --- |
| · | general economic, market or business conditions; |
| --- | --- |
| · | the availability of qualified personnel and management; |
| --- | --- |
| · | a decline in our safety performance which could<br>result in lower demand for our services; |
| --- | --- |
| · | changes in laws or regulations, including changes<br>in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels<br>and greenhouse gas emissions, which could have an adverse impact on the demand for oil and natural gas; |
| --- | --- |
| · | terrorism, social, civil and political unrest<br>in the foreign jurisdictions where we operate; |
| --- | --- |
| · | fluctuations in foreign exchange, interest rates<br>and tax rates; and |
| --- | --- |
| · | other unforeseen conditions which could impact<br>the use of services supplied by Precision and Precision’s ability to respond to such conditions. |
| --- | --- |
Readers are cautioned that the forgoing list of risk factors is not exhaustive. Additional information on these and other factors that could affect our business, operations or financial results are included in reports on file with applicable securities regulatory authorities, including but not limited to Precision’s Annual Information Form for the year ended December 31, 2021, which may be accessed on Precision’s SEDAR profile at www.sedar.com or under Precision’s EDGAR profile at www.sec.gov. The forward-looking information and statements contained in this 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, 2022 | December 31, 2021 | ||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current assets: | ||||||
| Cash | $ | 24,102 | $ | 40,588 | ||
| Accounts receivable | 344,160 | 255,740 | ||||
| Inventory | 24,681 | 23,429 | ||||
| Total current assets | 392,943 | 319,757 | ||||
| Non-current assets: | ||||||
| Deferred tax assets | 867 | 867 | ||||
| Right-of-use assets | 50,879 | 51,440 | ||||
| Property, plant and equipment | 2,212,492 | 2,258,391 | ||||
| Intangibles | 22,752 | 23,915 | ||||
| Investments and other assets | 12,951 | 7,382 | ||||
| Total non-current assets | 2,299,941 | 2,341,995 | ||||
| Total assets | $ | 2,692,884 | $ | 2,661,752 | ||
| LIABILITIES AND EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable and accrued liabilities | $ | 215,587 | $ | 224,123 | ||
| Income taxes payable | 1,489 | 839 | ||||
| Current portion of lease obligations | 10,905 | 10,935 | ||||
| Current portion of long-term debt (Note 5) | 2,214 | 2,223 | ||||
| Total current liabilities | 230,195 | 238,120 | ||||
| Non-current liabilities: | ||||||
| Share-based compensation (Note 7) | 31,251 | 26,728 | ||||
| Provisions and other | 6,439 | 6,513 | ||||
| Lease obligations | 45,295 | 45,823 | ||||
| Long-term debt (Note 5) | 1,174,462 | 1,106,794 | ||||
| Deferred tax liabilities | 11,828 | 12,219 | ||||
| Total non-current liabilities | 1,269,275 | 1,198,077 | ||||
| Shareholders’ equity: | ||||||
| Shareholders’ capital (Note 8) | 2,297,497 | 2,281,444 | ||||
| Contributed surplus | 76,164 | 76,311 | ||||
| Deficit | (1,310,824 | ) | (1,266,980 | ) | ||
| Accumulated other comprehensive income | 130,577 | 134,780 | ||||
| Total shareholders’ equity | 1,193,414 | 1,225,555 | ||||
| Total liabilities and shareholders’ equity | $ | 2,692,884 | $ | 2,661,752 |
See accompanying notes to condensed interim consolidated financial statements.
1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars, except per share amounts) | 2022 | 2021 | ||||
| Revenue (Note 3) | $ | 351,339 | $ | 236,473 | ||
| Expenses: | ||||||
| Operating | 258,974 | 160,621 | ||||
| General and administrative | 55,510 | 21,313 | ||||
| Earnings before income taxes, gain on investments and other assets, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization | 36,855 | 54,539 | ||||
| Depreciation and amortization | 68,457 | 72,013 | ||||
| Gain on asset disposals | (3,114 | ) | (2,059 | ) | ||
| Foreign exchange | (518 | ) | (64 | ) | ||
| Finance charges (Note 6) | 20,730 | 22,446 | ||||
| Gain on investments and other assets | (5,569 | ) | — | |||
| Loss before income taxes | (43,131 | ) | (37,797 | ) | ||
| Income taxes: | ||||||
| Current | 970 | 784 | ||||
| Deferred | (257 | ) | (2,475 | ) | ||
| 713 | (1,691 | ) | ||||
| Net loss | $ | (43,844 | ) | $ | (36,106 | ) |
| Net loss per share: (Note 9) | ||||||
| Basic | $ | (3.25 | ) | $ | (2.70 | ) |
| Diluted | $ | (3.25 | ) | $ | (2.70 | ) |
See accompanying notes to condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (Stated in thousands of Canadian dollars) | 2022 | 2021 | ||||
| Net loss | $ | (43,844 | ) | $ | (36,106 | ) |
| Unrealized loss on translation of assets and liabilities of operations denominated in foreign currency | (16,971 | ) | (20,998 | ) | ||
| Foreign exchange gain on net investment hedge with U.S. denominated debt | 12,768 | 15,909 | ||||
| Tax expense related to net investment hedge of long-term debt | — | 285 | ||||
| Comprehensive loss | $ | (48,047 | ) | $ | (40,910 | ) |
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) | 2022 | 2021 | ||||
| Cash provided by (used in): | ||||||
| Operations: | ||||||
| Net loss | $ | (43,844 | ) | $ | (36,106 | ) |
| Adjustments for: | ||||||
| Long-term compensation plans | 31,212 | 7,148 | ||||
| Depreciation and amortization | 68,457 | 72,013 | ||||
| Gain on asset disposals | (3,114 | ) | (2,059 | ) | ||
| Foreign exchange | (271 | ) | 558 | |||
| Finance charges | 20,730 | 22,446 | ||||
| Income taxes | 713 | (1,691 | ) | |||
| Other | — | 3 | ||||
| Gain on investments and other assets | (5,569 | ) | — | |||
| Income taxes paid | (227 | ) | (161 | ) | ||
| Interest paid | (38,161 | ) | (18,766 | ) | ||
| Interest received | 29 | 45 | ||||
| Funds provided by operations | 29,955 | 43,430 | ||||
| Changes in non-cash working capital balances | (95,249 | ) | (28,008 | ) | ||
| (65,294 | ) | 15,422 | ||||
| Investments: | ||||||
| Purchase of property, plant and equipment | (36,402 | ) | (8,436 | ) | ||
| Proceeds on sale of property, plant and equipment | 2,847 | 3,324 | ||||
| Changes in non-cash working capital balances | 3,212 | (4,802 | ) | |||
| (30,343 | ) | (9,914 | ) | |||
| Financing: | ||||||
| Issuance of long-term debt | 88,124 | 20,000 | ||||
| Repayments of long-term debt | (8,190 | ) | (49,425 | ) | ||
| Repurchase of share capital | — | (4,294 | ) | |||
| Issuance of common shares on the exercise of options | 1,396 | — | ||||
| Debt issuance costs | — | (244 | ) | |||
| Lease payments | (1,567 | ) | (1,621 | ) | ||
| 79,763 | (35,584 | ) | ||||
| Effect of exchange rate changes on cash | (612 | ) | (865 | ) | ||
| Decrease in cash | (16,486 | ) | (30,941 | ) | ||
| Cash, beginning of period | 40,588 | 108,772 | ||||
| Cash, end of period | $ | 24,102 | $ | 77,831 |
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> <br>Capital | Contributed<br> <br>Surplus | Accumulated<br> <br>Other<br> <br>Comprehensive<br> <br>Income | Deficit | Total<br> <br>Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2022 | $ | 2,281,444 | $ | 76,311 | $ | 134,780 | $ | (1,266,980 | ) | $ | 1,225,555 | ||||
| Net loss for the period | — | — | — | (43,844 | ) | (43,844 | ) | ||||||||
| Other comprehensive loss for the period | — | — | (4,203 | ) | — | (4,203 | ) | ||||||||
| Share options exercised | 1,970 | (574 | ) | — | — | 1,396 | |||||||||
| Settlement of Executive Performance Share <br>Units | 14,083 | — | — | — | 14,083 | ||||||||||
| Share-based compensation reclassification | — | (219 | ) | — | — | (219 | ) | ||||||||
| Share-based compensation expense | — | 646 | — | — | 646 | ||||||||||
| Balance at March 31, 2022 | $ | 2,297,497 | $ | 76,164 | $ | 130,577 | $ | (1,310,824 | ) | $ | 1,193,414 | ||||
| (Stated in thousands of Canadian dollars) | Shareholders’<br> <br>Capital | Contributed<br> <br>Surplus | Accumulated<br> <br>Other<br> <br>Comprehensive<br> <br>Income | Deficit | Total<br> <br>Equity | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at January 1, 2021 | $ | 2,285,738 | $ | 72,915 | $ | 137,581 | $ | (1,089,594 | ) | $ | 1,406,640 | ||||
| Net loss for the period | — | — | — | (36,106 | ) | (36,106 | ) | ||||||||
| Other comprehensive loss for the period | — | — | (4,804 | ) | — | (4,804 | ) | ||||||||
| Share repurchases | (4,294 | ) | — | — | — | (4,294 | ) | ||||||||
| Share-based compensation reclassification | — | (1,455 | ) | — | — | (1,455 | ) | ||||||||
| Share-based compensation expense | — | 2,359 | — | — | 2,359 | ||||||||||
| Balance at March 31, 2021 | $ | 2,281,444 | $ | 73,819 | $ | 132,777 | $ | (1,125,700 | ) | $ | 1,362,340 |
See accompanying notes to condensed interim consolidated financial statements.
4
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Tabular amounts are stated in thousands of Canadian dollars exceptshare 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 International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.
The condensed 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, 2021.
These condensed interim consolidated financial statements were prepared using accounting policies and methods of their application consistent with those used in the preparation of the Corporation’s consolidated audited annual financial statements for the year ended December 31, 2021.
These condensed interim consolidated financial statements were approved by the Board of Directors on April 27, 2022.
| (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 audited annual financial statements for the year ended December 31, 2021.
5
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, 2022 | Contract<br> <br>Drilling<br> <br>Services | Completion<br> <br>and<br> <br>Production<br> <br>Services | Corporate<br> <br>and Other | Inter-<br> <br>Segment<br> <br>Eliminations | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 141,265 | $ | 4,038 | $ | — | $ | (1 | ) | $ | 145,302 |
| Canada | 138,517 | 34,200 | — | (1,043 | ) | 171,674 | |||||
| International | 34,363 | — | — | — | 34,363 | ||||||
| $ | 314,145 | $ | 38,238 | $ | — | $ | (1,044 | ) | $ | 351,339 | |
| Day rate/hourly services | $ | 298,050 | $ | 38,238 | $ | — | $ | (193 | ) | $ | 336,095 |
| Turnkey drilling services | 14,738 | — | — | — | 14,738 | ||||||
| Other | 1,357 | — | — | (851 | ) | 506 | |||||
| $ | 314,145 | $ | 38,238 | $ | — | $ | (1,044 | ) | $ | 351,339 |
| Three Months Ended March 31, 2021 | Contract<br> <br>Drilling<br> <br>Services | Completion<br> <br>and<br> <br>Production<br> <br>Services | Corporate<br> <br>and Other | Inter-<br> <br>Segment<br> <br>Eliminations | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 82,674 | $ | 3,308 | $ | — | $ | — | $ | 85,982 | |
| Canada | 86,083 | 29,236 | — | (890 | ) | 114,429 | |||||
| International | 36,062 | — | — | — | 36,062 | ||||||
| $ | 204,819 | $ | 32,544 | $ | — | $ | (890 | ) | $ | 236,473 | |
| Day rate/hourly services | $ | 193,349 | $ | 32,544 | $ | — | $ | (108 | ) | $ | 225,785 |
| Shortfall payments/idle but contracted | 116 | — | — | — | 116 | ||||||
| Turnkey drilling services | 5,946 | — | — | — | 5,946 | ||||||
| Directional services | 3,779 | — | — | — | 3,779 | ||||||
| Other | 1,629 | — | — | (782 | ) | 847 | |||||
| $ | 204,819 | $ | 32,544 | $ | — | $ | (890 | ) | $ | 236,473 | |
| (b) | Seasonality | ||||||||||
| --- | --- |
Precision has operations that are carried on in Canada which represent approximately 49% (2021 - 48%) of consolidated revenue for the three months ended March 31, 2022 and 37% (2021 - 37%) of consolidated total assets as at March 31, 2022. 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.
6
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, 2022 | Contract<br> <br>Drilling<br> <br>Services | Completion<br> <br>and<br> <br>Production<br> <br>Services | Corporate<br> <br>and Other | Inter-<br> <br>Segment<br> <br>Eliminations | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 314,145 | $ | 38,238 | $ | — | $ | (1,044 | ) | $ | 351,339 | ||||
| Earnings before income taxes, gain on investments and other assets, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization | 71,174 | 6,539 | (40,858 | ) | — | 36,855 | |||||||||
| Depreciation and amortization | 62,653 | 3,350 | 2,454 | — | 68,457 | ||||||||||
| Gain on asset disposals | (1,882 | ) | (1,170 | ) | (62 | ) | — | (3,114 | ) | ||||||
| Total assets | 2,432,067 | 135,577 | 125,240 | — | 2,692,884 | ||||||||||
| Capital expenditures | 35,228 | 1,000 | 174 | — | 36,402 | ||||||||||
| Three Months Ended March 31, 2021 | Contract<br> <br>Drilling<br> <br>Services | Completion<br> <br>and<br> <br>Production<br> <br>Services | Corporate<br> <br>and Other | Inter-<br> <br>Segment<br> <br>Eliminations | Total | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 204,819 | $ | 32,544 | $ | — | $ | (890 | ) | $ | 236,473 | ||||
| Earnings before income taxes, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization | 60,031 | 7,802 | (13,294 | ) | — | 54,539 | |||||||||
| Depreciation and amortization | 65,232 | 4,001 | 2,780 | — | 72,013 | ||||||||||
| Gain on asset disposals | (1,725 | ) | (243 | ) | (91 | ) | — | (2,059 | ) | ||||||
| Total assets | 2,495,562 | 140,248 | 159,786 | — | 2,795,596 | ||||||||||
| Capital expenditures | 7,438 | 904 | 94 | — | 8,436 |
A reconciliation of total segment earnings before income taxes, gain on investments and other assets, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization to net loss is as follows:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Total segment earnings before income taxes, gain on investments and other assets, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization | $ | 36,855 | $ | 54,539 | ||
| Deduct: | ||||||
| Depreciation and amortization | 68,457 | 72,013 | ||||
| Gain on asset disposals | (3,114 | ) | (2,059 | ) | ||
| Foreign exchange | (518 | ) | (64 | ) | ||
| Finance charges | 20,730 | 22,446 | ||||
| Gain on investments and other assets | (5,569 | ) | — | |||
| Income taxes | 713 | (1,691 | ) | |||
| Net loss | $ | (43,844 | ) | $ | (36,106 | ) |
7
NOTE 5. LONG-TERM DEBT
| U.S. Denominated Facilities | Canadian Facilities and Translated U.S. Facilities | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | December 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||
| Current Portion of Long-Term Debt | ||||||||||||||||||
| Canadian Real Estate Credit Facility | US $ | — | US $ | — | $ | 1,333 | $ | 1,333 | ||||||||||
| U.S. Real Estate Credit Facility | 704 | 704 | 881 | 890 | ||||||||||||||
| US $ | 704 | US $ | 704 | $ | 2,214 | $ | 2,223 | |||||||||||
| Long-Term Debt | ||||||||||||||||||
| Senior Credit Facility | US $ | 182,000 | US $ | 118,000 | $ | 227,547 | $ | 149,206 | ||||||||||
| Canadian Real Estate Credit Facility | — | — | 17,334 | 17,667 | ||||||||||||||
| U.S. Real Estate Credit Facility | 8,917 | 9,093 | 11,149 | 11,498 | ||||||||||||||
| Unsecured Senior Notes: | ||||||||||||||||||
| 7.125% senior notes due 2026 | 347,765 | 347,765 | 434,796 | 439,735 | ||||||||||||||
| 6.875% senior notes due 2029 | 400,000 | 400,000 | 500,104 | 505,784 | ||||||||||||||
| US $ | 938,682 | US $ | 874,858 | 1,190,930 | 1,123,890 | |||||||||||||
| Less net<br> unamortized debt issue costs and original issue discount | (16,468 | ) | (17,096 | ) | ||||||||||||||
| $ | 1,174,462 | $ | 1,106,794 | |||||||||||||||
| Senior Credit Facility | Unsecured Senior Notes | Canadian Real Estate Credit Facility | U.S. Real Estate Credit Facility | Debt Issue Costs and Original Issue Discount | Total | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Current | $ | — | $ | — | $ | 1,333 | $ | 890 | $ | — | $ | 2,223 | ||||||
| Long-term | 149,206 | 945,519 | 17,667 | 11,498 | (17,096 | ) | 1,106,794 | |||||||||||
| December 31, 2021 | 149,206 | 945,519 | 19,000 | 12,388 | (17,096 | ) | 1,109,017 | |||||||||||
| Changes from financing cash flows: | ||||||||||||||||||
| Proceeds from Senior Credit Facility | 88,124 | — | — | — | — | 88,124 | ||||||||||||
| Repayment of Senior Credit Facility | (7,634 | ) | — | — | — | — | (7,634 | ) | ||||||||||
| Repayment of Real Estate Credit Facility | — | — | (333 | ) | (223 | ) | — | (556 | ) | |||||||||
| 229,696 | 945,519 | 18,667 | 12,165 | (17,096 | ) | 1,188,951 | ||||||||||||
| Amortization of debt issue costs | — | — | — | — | 629 | 629 | ||||||||||||
| Foreign exchange adjustment | (2,149 | ) | (10,619 | ) | — | (135 | ) | (1 | ) | (12,904 | ) | |||||||
| March 31, 2022 | $ | 227,547 | $ | 934,900 | $ | 18,667 | $ | 12,030 | $ | (16,468 | ) | $ | 1,176,676 | |||||
| Current | $ | — | $ | — | $ | 1,333 | $ | 881 | $ | — | $ | 2,214 | ||||||
| Long-term | 227,547 | 934,900 | 17,334 | 11,149 | (16,468 | ) | 1,174,462 | |||||||||||
| $ | 227,547 | $ | 934,900 | $ | 18,667 | $ | 12,030 | $ | (16,468 | ) | $ | 1,176,676 |
At March 31, 2022, Precision was in compliance with the covenants of the Senior Credit Facility and Real Estate Credit Facilities.
8
NOTE 6. FINANCE CHARGES
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Interest: | ||||||
| Long-term debt | $ | 19,161 | $ | 20,862 | ||
| Lease obligations | 659 | 701 | ||||
| Other | 85 | 5 | ||||
| Income | (34 | ) | (96 | ) | ||
| Amortization of debt issue costs, loan commitment fees<br> and original issue discount | 859 | 974 | ||||
| Finance charges | $ | 20,730 | $ | 22,446 |
NOTE 7. SHARE-BASED COMPENSATION PLANS
Liability Classified Plans
| Restricted<br> <br>Share Units ^(a)^ | Performance<br> <br>Share<br> <br>Units ^(a)^ | Executive Performance Share Units^(b)^ | Non-Management<br> <br>Directors’ DSUs ^(c)^ | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | $ | 18,050 | $ | 21,524 | $ | 16,507 | $ | 4,674 | $ | 60,755 | ||||
| Expensed during period | 14,095 | 24,052 | 4,172 | 5,299 | 47,618 | |||||||||
| Settlement in shares | — | — | (14,083 | ) | — | (14,083 | ) | |||||||
| Reclassification from equity-settled plans | — | — | (406 | ) | — | (406 | ) | |||||||
| Payments and redemptions | (14,130 | ) | (7,496 | ) | (6,190 | ) | — | (27,816 | ) | |||||
| Foreign exchange | 246 | 240 | — | 486 | ||||||||||
| March 31, 2022 | $ | 18,261 | $ | 38,320 | $ | — | $ | 9,973 | $ | 66,554 | ||||
| Current | $ | 13,585 | $ | 21,718 | $ | — | $ | — | $ | 35,303 | ||||
| Long-term | 4,676 | 16,602 | — | 9,973 | 31,251 | |||||||||
| $ | 18,261 | $ | 38,320 | $ | — | $ | 9,973 | $ | 66,554 |
(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><br> <br>Outstanding | PSUs<br><br> <br>Outstanding | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 | 598,156 | 983,734 | ||||
| Granted | 171,850 | 234,640 | ||||
| Redeemed | (264,488 | ) | (72,907 | ) | ||
| Forfeited | (11,370 | ) | (12,238 | ) | ||
| March 31, 2022 | **** | 494,148 | **** | **** | 1,133,229 | **** |
9
(b) Executive Performance Share Units
A summary of the activity under Executive Performance Share Unit (Executive PSU) share-based incentive plan is presented below:
| Executive PSUs<br><br> <br>Outstanding | |||
|---|---|---|---|
| December 31, 2021 | 189,964 | ||
| Redeemed | (189,964 | ) | |
| March 31, 2022 | **** | — | **** |
Pursuant to the Omnibus Plan, Precision elected to settle 131,950 vesting Executive PSUs in 263,900 common shares.
(c) Non-Management Directors – Deferred Share Unit Plan
A summary of the activity under the non-management director Deferred Share Unit (DSU) plan is presented below:
| DSUs<br><br> <br>Outstanding | ||
|---|---|---|
| December 31, 2021 | 104,591 | |
| Granted | 2,998 | |
| March 31, 2022 | **** | 107,589 |
Equity Settled Plans
(d) Option Plan
A summary of the activity under the option plan is presented below:
| Canadian share options | Outstanding | Range of<br><br> <br>Exercise Price | Weighted<br><br> <br>Average<br><br> <br>Exercise Price | Exercisable | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | 115,605 | $ | 87.00 | — | 146.40 | $ | 123.35 | 115,605 | |||
| Forfeited | (52,980 | ) | 146.40 | — | 146.40 | 146.40 | |||||
| March 31, 2022 | **** | 62,625 | **** | $ | 87.00 | — | 145.97 | $ | 103.85 | **** | 62,625 |
| U.S. share options | Outstanding | Range of<br> Exercise Price<br> (US) | Weighted<br> Average<br> Exercise Price<br> (US) | Exercisable | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| December 31, 2021 | 267,843 | — | 115.80 | 257,854 | |||||||
| Exercised | (21,370 | ) | — | 51.20 | |||||||
| Forfeited | (32,205 | ) | — | 115.80 | |||||||
| March 31, 2022 | **** | 214,268 | **** | — | 111.47 | **** | 214,268 |
All values are in US Dollars.
(e) Non-Management Directors – Deferred Share Unit Plan
A summary of the activity under this share-based incentive plan is presented below:
| DSUs<br><br> <br>Outstanding | ||
|---|---|---|
| December 31, 2021 and March 31, 2022 | **** | 1,470 |
10
NOTE 8. SHAREHOLDERS’ CAPITAL
| Common shares | Number | Amount | |
|---|---|---|---|
| December 31, 2021 | 13,304,425 | $ | 2,281,444 |
| Settlement of Executive PSUs | 263,900 | 14,083 | |
| Share options exercised | 21,370 | 1,970 | |
| March 31, 2022 | 13,589,695 | $ | 2,297,497 |
NOTE 9. PER SHARE AMOUNTS
The following tables reconcile the net loss and weighted average shares outstanding used in computing basic and diluted net loss per share:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Net loss - basic and diluted | $ | (43,844 | ) | $ | (36,106 | ) |
| Three Months Ended March 31, | ||||||
| --- | --- | --- | --- | |||
| (Stated in thousands) | 2022 | 2021 | ||||
| Weighted average shares outstanding – basic | 13,479 | 13,349 | ||||
| Effect of share options and other equity compensation plans | — | — | ||||
| Weighted average shares outstanding – diluted | 13,479 | 13,349 |
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, 2022 was approximately $955 million (December 31, 2021 – $969 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><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><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 2022 TRADING PROFILE<br><br> <br>Toronto (TSX: PD)<br><br> <br>High: $93.54<br><br> <br>Low: $46.40<br><br> <br>Close: $92.70<br><br> <br>Volume Traded: 6,654,944<br><br> <br><br><br> <br>New York (NYSE: PDS)<br><br> <br>High: US$73.92<br><br> <br>Low: US$37.02<br><br> <br>Close: US$73.92<br><br> <br>Volume Traded: 5,077,530<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><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>Brian J. Gibson<br><br> <br>Steven W. Krablin<br><br> <br>Susan M. MacKenzie<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 and Compliance Officer<br><br> <br><br><br> <br>Carey T. Ford<br><br> <br>Senior Vice President and 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>Chief Marketing Officer<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, Canada T2P 1G1<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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