PRECISION DRILLING Corp 6-K, filed May 1, 2020
PRECISION DRILLING Corp (PDS)
About this 6-K
PRECISION DRILLING Corp filed this 6-K on May 1, 2020.
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, May 2020
Commission File Number: 001-14534
Precision Drilling Corporation
(Exact name of registrant as specified in its charter)
800, 525 - 8 Avenue S.W.
Calgary, Alberta
Canada 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: May 1, 2020 | PRECISION DRILLING CORPORATION | ||
| By: | /s/ Carey T Ford | ||
| Name: | Carey T Ford | ||
| Title: | Senior Vice President & Chief Financial Officer | ||
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 "interim filings") of Precision Drilling Corporation (the "issuer"), for the interim period ended March 31, 2020. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the 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 is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are 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 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 that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period 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 filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992) and the Control Objectives 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 the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 1, 2020
| By: | /s/ Kevin A Neveu | |||
| Name: | Kevin A. Neveu | |||
| Title: | President and Chief Executive | |||
| 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 "interim filings") of Precision Drilling Corporation (the "issuer"), for the interim period ended March 31, 2020. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the 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 is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are 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 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 that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period 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 filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992) and the Control Objectives 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 the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 1, 2020
| By: | /s/ Carey T Ford | |||
| Name: | Carey T. Ford | |||
| Title: | Senior Vice President and | |||
| Chief Financial Officer | ||||
Exhibit 99.1
PRECISION DRILLING CORPORATION
First Quarter Report for the three months ended March 31, 2020 and 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS
Management’s Discussion and Analysis for the three months ended March 31, 2020 of Precision Drilling Corporation (“Precision” or the “Corporation”) prepared as of April 29, 2020 focuses on the unaudited Condensed Interim Consolidated Financial Statements and related notes and pertains to known risks and uncertainties relating to the oilfield services sector. This discussion should not be considered all-inclusive as it does not include all changes regarding general economic, political, governmental and environmental events. This discussion should be read in conjunction with the Corporation’s 2019 Annual Report, Annual Information Form, unaudited March 31, 2020 Condensed Interim Consolidated Financial Statements and related notes.
This report contains “forward-looking information and statements” within the meaning of applicable securities laws. For a full disclosure of the forward-looking information and statements and the risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this report. This report contains references to Adjusted EBITDA, Covenant EBITDA, Operating Earnings (Loss), Funds Provided by (Used in) Operations and Working Capital. These terms do not have standardized meanings prescribed under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures used by other companies, see “Non-GAAP Measures” later in this report.
Precision Drilling announces 2020 first quarter financial results:
| • | Revenue of $379 million was a decrease of 13% compared with the first quarter of 2019. |
| • | Net loss of $5 million or negative $0.02 per diluted share compared to net earnings of $25 million or $0.08 per diluted share in the comparable 2019 period. |
| • | Earnings before income taxes, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, impairment reversal, gain on asset disposals and depreciation and amortization (Adjusted EBITDA, see “NON-GAAP MEASURES”) of $102 million was 6% lower than the first quarter of 2019. |
| • | Generated cash and funds provided by operations (see “NON-GAAP MEASURES”) of $75 million and $81 million, respectively. |
| • | First quarter ending cash balance was $97 million, an increase of $22 million from December 31, 2019. |
| • | First quarter capital expenditures were $12 million. |
| • | Reduced our unsecured senior notes balance by $41 million and repurchased and cancelled 3 million common shares for $5 million. |
| • | Recognized restructuring charges of $10 million, comprised of $9 million of severance and $1 million of costs associated with the shutdown of our U.S. directional drilling operations. |
| • | To secure our liquidity position, on April 9, 2020, we amended our Senior Credit Facility to provide temporary covenant relief through March 31, 2022. |
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IMPACT OF COVID-19
In March 2020, the coronavirus (“COVID-19”) outbreak was declared a pandemic by the World Health Organization (WHO). Governments worldwide, including those countries in which Precision operates, have enacted emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused a material disruption to businesses globally resulting in an economic slowdown and decreased demand for oil. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions; however, the success of these interventions is not yet determinable. In response to the dramatic reduction in demand, governments of oil-producing nations and national oil companies are working together to limit supply, but to date in 2020 there has been a significant decline in the global price of oil. The situation remains dynamic and the ultimate duration and magnitude of the impact on the economy and the financial effect on us is not known at this time.
Financial impacts
The current challenging economic climate may have significant adverse impacts on Precision including, but not exclusively:
| • | material declines in revenue and cash flows, as our customers are concentrated in the oil and gas industry; |
| • | future impairment charges to our property, plant and equipment and intangible assets as a result of material declines in revenue and cash flows; |
| • | increased risk of non-payment of accounts receivable and customer defaults; and |
| • | additional restructuring charges as we align our structure and personnel to the dynamic environment. |
Our estimates and judgements made in the preparation of our financial statements are increasingly difficult and subject to a higher degree of measurement uncertainty during this volatile period.
Precision took the following measures to align our cost structure and maximize cash preservation during the current market conditions, including:
| • | compensation reductions for the Board of Directors and management; |
| • | staff headcount reductions; |
| • | elimination of all non-essential travel, entertaining and other discretionary spending; |
| • | reducing our 2020 capital expenditure plan by approximately 50%; |
| • | materially reducing spending on our active NCIB; and |
| • | discontinued our U.S. directional drilling operations. |
We expect to reduce our annualized fixed costs by over 30%, including up to a $30 million reduction in general and administrative expenses.
Due to the global economic slowdown and significant commodity price reductions in the first quarter of 2020, we identified indications of impairment in each of our cash-generating units (CGU) at March 31, 2020. Accordingly, we tested all CGUs for impairment and no impairment charges were identified.
Operational impacts
During this pandemic crisis, in regions where the local authorities have ordered non-essential business closures and implemented “stay at home” orders, the oil and gas extractive services industry has been classified as an “essential service”. As a result, Precision’s operations remain open. This includes all of Precision’s field operations, technical support centres and administration groups. The vertical integration of our operations has resulted in minimal supply chain constraints and disruptions during the pandemic.
To manage the additional safety risks presented by COVID-19, Precision implemented a comprehensive infectious disease plan to keep our field crews, support staff and customers safe and well-informed. Precision has implemented additional safety, sanitization and physical distancing procedures, including remote work sites where possible and ceased all non-essential business travel. Precision’s procedures are in accordance with recommendations from the WHO, Center for Disease Control and various federal, state and provincial government health authorities.
Liquidity
As of March 31, 2020, our liquidity was supported by a cash balance of $97 million, our Senior Credit Facility of US$500 million and operating facilities totaling approximately $60 million. At March 31, 2020, we had available borrowing capacity under our secured credit facilities of $701 million, comprised of our undrawn Senior Credit Facility of US$500 million less US$38 million of outstanding letters of credit, our undrawn Canadian operating facility of $40 million less $10 million of outstanding letters of credit and our undrawn U.S. operating facility of US$15 million.
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We expect that cash provided by operations, cash on hand and our sources of financing, including our Senior Credit Facility, will be sufficient to meet our debt obligations and fund committed and future capital expenditures.
Amendments to Senior Credit Facility
On April 9, 2020 we agreed with the lenders of our Senior Credit Facility to amend our interest expense coverage ratio financial covenant in future periods. The amending agreement also restricts Precision’s distributions in the form of dividends and share repurchases. Despite obtaining financial covenant relief on our Senior Credit Facility until March 31, 2022, if the global economic slowdown continues for a prolonged period, there may be an increased risk to Precision’s ability to comply with these financial covenants.
Additional discussion of amendments to our Senior Credit Facility can be found in the “LIQUIDITY AND CAPITAL RESOURCES” section later in this report.
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SELECT FINANCIAL AND OPERATING INFORMATION
Financial Highlights
| Three months ended March 31, | ||||||||||||
| (Stated in thousands of Canadian dollars, except per share amounts) | 2020 | 2019 | % Change | |||||||||
| Revenue | 379,484 | 434,043 | (12.6 | ) | ||||||||
| Adjusted EBITDA(1) | 101,904 | 107,967 | (5.6 | ) | ||||||||
| Operating earnings(1) | 22,599 | 62,074 | (63.6 | ) | ||||||||
| Net earnings (loss) | (5,277 | ) | 25,014 | (121.1 | ) | |||||||
| Cash provided by operations | 74,953 | 40,587 | 84.7 | |||||||||
| Funds provided by operations(1) | 81,317 | 95,993 | (15.3 | ) | ||||||||
| Capital spending: | ||||||||||||
| Expansion | 145 | 62,443 | (99.8 | ) | ||||||||
| Upgrade | 1,508 | 3,674 | (59.0 | ) | ||||||||
| Maintenance and infrastructure | 9,832 | 4,845 | 102.9 | |||||||||
| Intangibles | 57 | 438 | (87.0 | ) | ||||||||
| Proceeds on sale | (5,690 | ) | (57,877 | ) | (90.2 | ) | ||||||
| Net capital spending | 5,852 | 13,523 | (56.7 | ) | ||||||||
| Net earnings (loss) per share: | ||||||||||||
| Basic | (0.02 | ) | 0.09 | (122.2 | ) | |||||||
| Diluted | (0.02 | ) | 0.08 | (125.0 | ) | |||||||
| (1) | See “NON-GAAP MEASURES”. |
Operating Highlights
| Three months ended March 31, | ||||||||||||
| 2020 | 2019 | % Change | ||||||||||
| Contract drilling rig fleet | 227 | 232 | (2.2 | ) | ||||||||
| Drilling rig utilization days: | ||||||||||||
| U.S. | 4,984 | 7,123 | (30.0 | ) | ||||||||
| Canada | 5,769 | 4,344 | 32.8 | |||||||||
| International | 728 | 720 | 1.1 | |||||||||
| Revenue per utilization day: | ||||||||||||
| U.S.(1) (US$) | 23,878 | 23,202 | 2.9 | |||||||||
| Canada(2) (Cdn$) | 21,444 | 22,977 | (6.7 | ) | ||||||||
| International (US$) | 54,294 | 49,940 | 8.7 | |||||||||
| Operating cost per utilization day: | ||||||||||||
| U.S. (US$) | 14,534 | 14,368 | 1.2 | |||||||||
| Canada (Cdn$) | 14,239 | 14,455 | (1.5 | ) | ||||||||
| Service rig fleet | 123 | 135 | (8.9 | ) | ||||||||
| Service rig operating hours | 34,365 | 42,898 | (19.9 | ) | ||||||||
| (1) | Includes revenue from idle but contracted rig days. |
| (2) | 2019 period includes lump sum revenue from contract shortfall payments. |
Financial Position
| (Stated in thousands of Canadian dollars, except ratios) | March 31, 2020 | December 31, 2019 | |||||||
| Working capital(1) | 226,947 | 201,696 | |||||||
| Cash | 97,002 | 74,701 | |||||||
| Long-term debt | 1,504,969 | 1,427,181 | |||||||
| Total long-term financial liabilities | 1,574,439 | 1,500,950 | |||||||
| Total assets | 3,372,574 | 3,269,840 | |||||||
| Long-term debt to long-term debt plus equity ratio | 0.49 | 0.48 |
| (1) | See “NON-GAAP MEASURES”. |
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Summary for the three months ended March 31, 2020:
| • | Revenue this quarter was $379 million which is 13% lower than the first quarter of 2019. Our decreased revenue was primarily the result of lower activity in our U.S. drilling and Canadian completion and production services lines. Compared with the first quarter of 2019, our activity for the quarter, as measured by drilling rig utilization days, decreased by 30% in the U.S. while Canada increased by 33% and international activity remained consistent. |
| • | Adjusted EBITDA (see “NON-GAAP MEASURES”) for the quarter was $102 million, a decrease of $6 million from the previous year. Our Adjusted EBITDA as a percentage of revenue was 27% this quarter, compared with 25% in the comparative quarter. Adjusted EBITDA in the quarter was negatively impacted by higher restructuring charges partially offset by share-based compensation recoveries. See discussion on share-based incentive compensation under “Other Items” later in this report for additional details. |
| • | Operating earnings (see “NON-GAAP MEASURES”) this quarter were $23 million compared with $62 million in the first quarter of 2019. Our operating earnings in the prior year quarter were positively impacted by the US$24 million gain on asset disposal and US$4 million impairment reversal from the disposition of our Mexico drilling equipment. |
| • | General and administrative expenses this quarter were $20 million, $12 million lower than in 2019. Our lower general and administrative costs in 2020 were primarily due to share-based compensation recoveries and lower overhead costs as we continued to align our cost structure to reflect reduced global activity. |
| • | Restructuring charges were $10 million as compared to $6 million in 2019. Our restructuring charges were comprised of severance costs of $9 million and $1 million of other costs associated with the shutdown of our U.S. directional drilling operations. |
| • | Net finance charges were $28 million, a decrease of $4 million compared with the first quarter of 2019, primarily due to reduced interest expense related to retired debt, offset by the impact of the weakening of the Canadian dollar on our U.S. dollar denominated interest. |
| • | Revenue per utilization day in the U.S. increased in the first quarter of 2020 to US$23,878 from US$23,202 in the prior year quarter. The increase was the result of higher revenues from idle but contracted rigs, AlphaAutomation and turnkey drilling. Operating costs on a per day basis increased to US$14,534 in the first quarter of 2020 compared with US$14,368 in 2019. The increase was mainly due to fixed operating overheads spread over fewer drilling rig activity days. On a sequential basis, revenue per utilization day, excluding revenue from turnkey and idle but contracted rigs, decreased by US$355 due to lower fleet average day rates, while operating costs per day increased by US$108 due to fixed operating overheads spread over fewer drilling rig activity days. |
| • | In Canada, average revenue per utilization day for contract drilling rigs was $21,444 compared with $22,977 in the first quarter of 2019. The lower average revenue per utilization day in the first quarter of 2020 was primarily because of lower spot market day rates and fewer shortfall payments received. During the quarter, we did not receive any shortfall revenue payments compared with $3 million in the prior year comparative period. Average operating costs per utilization day for drilling rigs in Canada decreased to $14,239 compared with the prior year quarter of $14,455. The decrease was mainly caused by smaller crew formations from our rig mix and overhead costs spread over a higher number of drilling rig utilization days. |
| • | We realized revenue from international contract drilling of US$40 million in the first quarter of 2020, as compared to US$36 million in the prior year period. Average revenue per utilization day in our international contract drilling business increased 9% to US$54,294 from the comparable prior year quarter, primarily due to rate increases from the renewal and extension of drilling contracts. |
| • | Cash and funds provided by operations (see “NON-GAAP MEASURES”) in the first quarter of 2020 were $75 million and $81 million, respectively, compared to $41 million and $96 million in the prior year comparative. |
| • | Capital expenditures were $12 million in the first quarter, a decrease of $60 million over the same period in 2019. Capital spending for the quarter included $2 million for upgrade and expansion capital and $10 million for the maintenance of existing assets, infrastructure spending and intangibles. |
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STRATEGY
Precision’s strategic priorities for 2020 are as follows:
| 1. | Generate strong free cash flow and reduce debt by $100 million to $150 million in 2020 – In the first quarter of 2020, Precision generated $75 million of cash provided by operations (see “NON-GAAP MEASURES”) and $6 million of cash proceeds from the divestiture of non-core assets. Using cash on hand and free cash flow generated in 2020, we reduced our debt balance by $41 million through a combination of redemptions and open market repurchases of our unsecured senior notes. We exited the quarter with a cash balance of $97 million, compared to $75 million at December 31, 2019. We will place a high priority on maintaining a strong liquidity position and further reduce debt levels when visibility improves or cash on hand exceeds our expectations. |
| 2. | Demonstrate operational excellence in all aspects of our business – In Canada, we continued at record level market share and reported operating margins (revenue less operating costs) of $7,205 per utilization day. In the U.S., we maintained strong activity with a market share of over 7% and reported operating margins of US$9,344 per utilization day. Internationally, we maintained stable activity, averaging eight active drilling rigs, and recorded average day rates of US$54,294. |
| 3. | Leverage our Alpha Technology platform as a competitive differentiator and source of financial returns – In the first quarter of 2020, we had 38 field-deployed rigs equipped with our AlphaAutomation platform and drilled approximately 200 wells. We have partnered with a major U.S. customer to trial AlphaAnalytics on all their Precision rigs and have a large international oil company customer in the U.S. standardizing AlphaAutomation and several AlphaApps on all their Precision rigs. Since 2017, we have drilled over 1,200 wells with AlphaAutomation and currently have 15 AlphaApps either deployed or in development, further allowing us to differentiate Precision’s High Performance, High Value offering. |
OUTLOOK
The energy industry faces a challenging outlook as the abrupt demand destruction caused by the COVID-19 pandemic has resulted in significant global oil supply imbalances and a collapse in near-term crude oil prices. The oil market volatility has created uncertainty for our customers and they have responded by announcing material reductions to capital spending, which has begun a rapid reduction in global oilfield service activity levels. In a reduced-activity environment, we anticipate our customers will further stress operational efficiencies, accelerating the industry transition towards service providers with the highest performing assets and competitive digital technology offerings. Pursuit of predictable and repeatable results will further drive field application of drilling automation processes to create additional cost efficiencies and performance value for customers.
Precision continues to closely monitor announcements of available government financial support and economic stimulus programs. We are encouraged by the Canadian federal government’s announced $1.7 billion well site abandonment and rehabilitation program funding, which will support industry activity levels and provide thousands of jobs throughout western Canada. Precision believes our well servicing business is well positioned to capture coming opportunities as a result of our scale, operational performance and strong safety record.
Commodity Prices
For the first quarter of 2020, average West Texas Intermediate and Western Canadian Select oil prices were lower by 16% and 40%, respectively, from the comparative quarter. The average Henry Hub and AECO gas prices were lower by 35% and 22%, respectively from 2019.
| Three months ended March 31, | Year ended December 31, | |||||||||||
| 2020 | 2019 | 2019 | ||||||||||
| Average oil and natural gas prices | ||||||||||||
| Oil | ||||||||||||
| West Texas Intermediate (per barrel) (US$) | 46.20 | 54.85 | 57.07 | |||||||||
| Western Canadian Select (per barrel) (US$) | 25.65 | 42.62 | 44.28 | |||||||||
| Natural gas | ||||||||||||
| United States | ||||||||||||
| Henry Hub (per MMBtu) (US$) | 1.91 | 2.92 | 2.56 | |||||||||
| Canada | ||||||||||||
| AECO (per MMBtu) (CDN$) | 2.03 | 2.59 | 1.77 | |||||||||
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Contracts
Year to date in 2020 we have entered into nine term contracts. The following chart outlines the average number of drilling rigs under contract by quarter as of April 29, 2020. For those quarters ending after March 31, 2020, 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 and certain customers elect to pay contract cancellation fees.
| Average for the quarter ended 2019 | Average for the quarter ended 2020 | |||||||||||||||||||||||||||||||
| Mar. 31 | June 30 | Sept. 30 | Dec. 31 | Mar. 31 | June 30 | Sept. 30 | Dec. 31 | |||||||||||||||||||||||||
| Average rigs under term contract as of April 29, 2020: | ||||||||||||||||||||||||||||||||
| U.S. | 56 | 52 | 49 | 41 | 41 | 33 | 25 | 21 | ||||||||||||||||||||||||
| Canada | 8 | 5 | 5 | 5 | 5 | 5 | 4 | 4 | ||||||||||||||||||||||||
| International | 8 | 8 | 9 | 9 | 8 | 8 | 6 | 6 | ||||||||||||||||||||||||
| Total | 72 | 65 | 63 | 55 | 54 | 46 | 35 | 31 | ||||||||||||||||||||||||
The following chart outlines the average number of drilling rigs that we had under contract for 2019 and the average number of rigs we have under contract as of April 29, 2020.
| Average for the year ended | |||||||||||||
| 2019 | 2020 | 2021 | |||||||||||
| Average rigs under term
contract as of April 29, 2020: | |||||||||||||
| U.S. | 49 | 30 | 6 | ||||||||||
| Canada | 6 | 5 | 1 | ||||||||||
| International | 9 | 7 | 6 | ||||||||||
| Total | 64 | 42 | 13 | ||||||||||
In Canada, term contracted rigs normally generate 250 utilization days per year because of the seasonal nature of well site access. In most regions in the U.S. and internationally, term contracts normally generate 365 utilization days per year.
Drilling Activity
The following chart outlines the average number of drilling rigs that we had working or moving by quarter for the periods noted.
| Average for the quarter ended 2019 | 2020 | |||||||||||||||||||
| Mar. 31 | June 30 | Sept. 30 | Dec. 31 | Mar. 31 | ||||||||||||||||
| Average Precision active rig count: | ||||||||||||||||||||
| U.S. | 79 | 77 | 72 | 63 | 55 | |||||||||||||||
| Canada | 48 | 27 | 42 | 43 | 63 | |||||||||||||||
| International | 8 | 8 | 9 | 9 | 8 | |||||||||||||||
| Total | 135 | 112 | 123 | 115 | 126 | |||||||||||||||
According to industry sources, as of April 29, 2020, the U.S. active land drilling rig count is down 54% from the same point last year and the Canadian active land drilling rig count is down 60%. To date in 2020, approximately 85% of the U.S. industry’s active rigs and 61% of the Canadian industry’s active rigs were drilling for oil targets, compared with 81% for the U.S. and 59% for Canada at the same time last year.
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Capital Spending
Capital spending in 2020 is expected to be $48 million and includes $36 million for sustaining, infrastructure and intangibles and $12 million for upgrade and expansion. We expect that the $48 million will be split $43 million in the Contract Drilling Services segment, $4 million in the Completion and Production Services segment and $1 million to the Corporate segment. At March 31, 2020, Precision had capital commitments of $138 million with payments expected through to 2022.
SEGMENTED FINANCIAL RESULTS
Precision’s operations are reported in two segments: Contract Drilling Services, which includes our drilling rig, directional drilling, oilfield supply and manufacturing divisions; and Completion and Production Services, which includes our service rig, rental and camp and catering divisions.
| Three months ended March 31, | ||||||||||||
| (Stated in thousands of Canadian dollars) | 2020 | 2019 | % Change | |||||||||
| Revenue: | ||||||||||||
| Contract Drilling Services | 346,549 | 379,264 | (8.6 | ) | ||||||||
| Completion and Production Services | 33,663 | 55,819 | (39.7 | ) | ||||||||
| Inter-segment eliminations | (728 | ) | (1,040 | ) | (30.0 | ) | ||||||
| 379,484 | 434,043 | (12.6 | ) | |||||||||
| Adjusted EBITDA:(1) | ||||||||||||
| Contract Drilling Services | 110,733 | 118,455 | (6.5 | ) | ||||||||
| Completion and Production Services | 3,235 | 10,518 | (69.2 | ) | ||||||||
| Corporate and Other | (12,064 | ) | (21,006 | ) | (42.6 | ) | ||||||
| 101,904 | 107,967 | (5.6 | ) | |||||||||
| (1) | See “NON-GAAP MEASURES”. |
SEGMENT REVIEW OF CONTRACT DRILLING SERVICES
| Three months ended March 31, | ||||||||||||
| (Stated in thousands of Canadian dollars, except where noted) | 2020 | 2019 | % Change | |||||||||
| Revenue | 346,549 | 379,264 | (8.6 | ) | ||||||||
| Expenses: | ||||||||||||
| Operating | 222,329 | 246,515 | (9.8 | ) | ||||||||
| General and administrative | 8,770 | 11,248 | (22.0 | ) | ||||||||
| Restructuring | 4,717 | 3,046 | 54.9 | |||||||||
| Adjusted EBITDA(1) | 110,733 | 118,455 | (6.5 | ) | ||||||||
| Depreciation | 75,724 | 77,999 | (2.9 | ) | ||||||||
| Gain on asset disposals | (2,842 | ) | (35,001 | ) | (91.9 | ) | ||||||
| Impairment reversal | - | (5,810 | ) | (100.0 | ) | |||||||
| Operating earnings(1) | 37,851 | 81,267 | (53.4 | ) | ||||||||
| Operating earnings(1) as a percentage of revenue | 10.9 | % | 21.4 | % | ||||||||
| (1) | See “NON-GAAP MEASURES”. |
| United States onshore drilling statistics:(1) | 2020 | 2019 | ||||||||||||||
| Precision | Industry(2) | Precision | Industry(2) | |||||||||||||
| Average number of active land rigs for quarters ended: | ||||||||||||||||
| March 31 | 55 | 764 | 79 | 1,023 | ||||||||||||
| (1) | United States lower 48 operations only. |
| (2) | Baker Hughes rig counts. |
| Canadian onshore drilling statistics:(1) | 2020 | 2019 | ||||||||||||||
| Precision | Industry(2) | Precision | Industry(2) | |||||||||||||
| Average number of active land rigs for quarters ended: | ||||||||||||||||
| March 31 | 63 | 196 | 48 | 183 | ||||||||||||
| (1) | Canadian operations only. |
| (2) | Baker Hughes rig counts. |
Revenue from Contract Drilling Services was $347 million this quarter, or 9% lower than the first quarter of 2019, while Adjusted EBITDA (see “NON-GAAP MEASURES”) decreased by 7% to $111 million. The decrease in revenue was primarily due to lower U.S. activity and Canadian day rates partially offset by increased Canadian activity and higher day rates in the U.S. and internationally. In the U.S., during the first quarter of 2020, we recognized US$0.8 million of turnkey and US$5 million of idle but contracted revenue as compared with US$0.2 million and US$0.6 million, respectively, in the first quarter of 2019. During the quarter, we did not receive any shortfall revenue payments in Canada compared with $3 million in 2019.
| 8 |
Drilling rig utilization days (drilling days plus move days) in the U.S. were 4,984, 30% lower than 2019 and consistent with lower industry activity. Drilling rig utilization days in Canada were 5,769 during the first quarter of 2020, an increase of 33% from 2019 primarily due to higher industry activity and our ability to increase our market share in the heavy oil and deeper natural gas basins. Drilling rig utilization days in our international business were 728, in-line with the same quarter of 2019.
Drilling rig revenue per utilization day for the quarter in the U.S. was up 3% compared with the prior year as we realized higher revenues from idle but contracted rig revenue, AlphaAutomation and turnkey drilling. Compared with the same quarter in 2019, drilling rig revenue per utilization day in Canada decreased 7% primarily due to lower spot market day rates and fewer shortfall payments received. International revenue per utilization day increased from the prior year comparative period, primarily due to rate increases from the renewal and extension of drilling contracts.
In the U.S., 71% of utilization days were generated from rigs under term contract as compared with 69% in the first quarter of 2019. In Canada, 7% of our utilization days in the quarter were generated from rigs under term contract, compared with 13% in the first quarter of 2019.
Operating costs were 64% of revenue for the quarter, as compared to 65% in the prior year period. In the U.S., operating costs for the quarter on a per day basis were higher than the prior year period primarily due to fixed operating overheads spread over fewer drilling rig activity days. On a per utilization day basis, operating costs in Canada were lower than the 2019 quarter as we had smaller crew formations from our rig mix and overhead costs spread over a higher number of drilling rig utilization days.
During the first quarter of 2020, we incurred restructuring charges of $5 million as compared to $3 million in 2019.
Depreciation expense in the quarter was 3% lower than the first quarter of 2019 primarily because of a lower capital asset base as assets become fully depreciated, decommissioned or disposed of.
In the first quarter of 2020, through the completion of normal course business operations, we sold used assets recognizing a gain on disposal of $3 million. In the prior year quarter, we sold our Mexico-based drilling rigs and related equipment for proceeds of US$48 million resulting in a gain on asset disposal of US$24 million and US$4 million impairment reversal.
SEGMENT REVIEW OF COMPLETION AND PRODUCTION SERVICES
| Three months ended March 31, | ||||||||||||
| (Stated in thousands of Canadian dollars, except where noted) | 2020 | 2019 | % Change | |||||||||
| Revenue | 33,663 | 55,819 | (39.7 | ) | ||||||||
| Expenses: | ||||||||||||
| Operating | 26,626 | 43,133 | (38.3 | ) | ||||||||
| General and administrative | 1,479 | 1,711 | (13.6 | ) | ||||||||
| Restructuring | 2,323 | 457 | 408.3 | |||||||||
| Adjusted EBITDA(1) | 3,235 | 10,518 | (69.2 | ) | ||||||||
| Depreciation | 4,283 | 4,949 | (13.5 | ) | ||||||||
| Gain on asset disposals | (739 | ) | (56 | ) | 1,219.6 | |||||||
| Operating earnings (loss)(1) | (309 | ) | 5,625 | (105.5 | ) | |||||||
| Operating earnings (loss)(1) as a percentage of revenue | (0.9 | )% | 10.1 | % | ||||||||
| Well servicing statistics: | ||||||||||||
| Number of service rigs (end of period) | 123 | 135 | (8.9 | ) | ||||||||
| Service rig operating hours | 34,365 | 42,898 | (19.9 | ) | ||||||||
| Service rig operating hour utilization | 31 | % | 35 | % | ||||||||
| (1) | See “NON-GAAP MEASURES”. |
Completion and Production Services revenue decreased $22 million or 40% compared with the first quarter of 2019 due to lower activity in each of our service lines and the impact of the disposal of our snubbing units and water treatment assets. Our service rig operating hours in the quarter were down 20% from the first quarter of 2019. Approximately 80% of our first quarter Canadian service rig activity was oil related.
During the quarter, Completion and Production Services generated 23% of its revenue from U.S. operations compared with 8% in the comparative period.
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Operating costs as a percentage of revenue increased to 79% as compared to 77% in the prior year comparative quarter. The higher percentage in the quarter was primarily due to fixed operating overhead costs spread over a lower revenue base.
Adjusted EBITDA (see “NON-GAAP MEASURES”) was lower than the first quarter of 2019 primarily because of higher restructuring costs in the current quarter combined with lower segment activity.
Depreciation expense in the quarter was 14% lower than the comparative period, primarily because of a lower capital asset base as assets become fully depreciated and disposed of.
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 (see “NON-GAAP MEASURES”) of $12 million, a $9 million decrease compared with the first quarter of 2019 primarily due to share-based compensation recoveries. Consistent with 2019, we incurred $3 million of restructuring charges as we continued to align our cost structure.
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 2019 Annual Report.
A summary of amounts expensed under these plans during the reporting periods are as follows:
| Three months ended March 31, | ||||||||
| (Stated in thousands of Canadian dollars) | 2020 | 2019 | ||||||
| Cash settled share-based incentive plans | (6,393 | ) | 5,804 | |||||
| Equity settled share-based incentive plans: | ||||||||
| Executive PSU | 2,735 | 2,372 | ||||||
| Stock option plan | 386 | 731 | ||||||
| Total share-based incentive compensation plan expense | (3,272 | ) | 8,907 | |||||
| Allocated: | ||||||||
| Operating | (973 | ) | 2,429 | |||||
| General and Administrative | (2,299 | ) | 6,478 | |||||
| (3,272 | ) | 8,907 | ||||||
Cash settled shared-based compensation expense decreased by $12 million in the current quarter primarily due to our decreasing share price. Our total equity settled share-based compensation expense for the first quarter of 2020 was $3 million, consistent with the prior year period.
Finance Charges
Net finance charges were $28 million, a decrease of $4 million compared with the first quarter of 2019, primarily due to reduced interest expense related to retired debt, offset by the impact of the weakening of the Canadian dollar on our U.S. dollar denominated interest.
Interest charges on our U.S. denominated long-term debt in the first quarter of 2020 were US$19 million ($26 million) as compared with US$22 million ($29 million) in 2019.
Income Tax
Income tax recovery for the quarter was $2 million compared with an expense of $8 million in the same quarter in 2019. The higher tax expense in the first quarter of 2019 was the result of higher before income tax earnings primarily from the gain on disposition of our Mexico-based rigs.
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LIQUIDITY AND CAPITAL RESOURCES
The oilfield services business is inherently cyclical in nature. To manage this, we focus on maintaining a strong balance sheet so we have the financial flexibility we need to continue to manage our growth and cash flow, regardless of where we are in the business cycle. We maintain a variable operating cost structure so we can be responsive to changes in demand.
Our maintenance capital expenditures are tightly governed by and highly responsive to activity levels with additional cost savings leverage provided through our internal manufacturing and supply divisions. Term contracts on expansion capital for new-build and upgrade rig programs provide more certainty of future revenues and return on our capital investments.
Liquidity
| Amount | Availability | Used for | Maturity | |||
| Senior credit facility (secured) | ||||||
| US$500 million (extendible, revolving term credit facility with US$300 million accordion feature) |
Undrawn, except US$38 million in outstanding letters of credit |
General corporate purposes | November 21, 2023 | |||
| Operating facilities (secured) | ||||||
| $40 million |
Undrawn, except $10 million in outstanding letters of credit |
Letters of credit and general corporate purposes |
||||
| US$15 million | Undrawn |
Short term working capital requirements |
||||
| Demand letter of credit facility (secured) | ||||||
| US$30 million |
Undrawn, except US$2 million in outstanding letters of credit |
Letters of credit | ||||
| Unsecured senior notes (unsecured) | ||||||
| US$66 million – 6.5% | Fully drawn |
Capital expenditures and general corporate purposes |
December 15, 2021 | |||
| US$345 million – 7.75% | Fully drawn | Debt redemption and repurchases | December 15, 2023 | |||
| US$303 million – 5.25% | Fully drawn |
Capital expenditures and general corporate purposes |
November 15, 2024 | |||
| US$368 million – 7.125% | Fully drawn | Debt redemption and repurchases | January 15, 2026 |
As at March 31, 2020, we had US$1,081 million ($1,522 million) outstanding under our unsecured senior notes as compared with US$1,113 million ($1,445 million) at December 31, 2019. During the first quarter of 2020, Precision redeemed US$25 million principal amount of its 6.50% unsecured senior notes due 2021 and repurchased and cancelled US$2 million of the 7.125% unsecured senior notes due 2026 and US$5 million of the 5.25% unsecured senior notes due 2024. The weakening of the Canadian dollar resulted in $118 million of additional stated debt such that at March 31, 2020, we had $1,522 million of outstanding unsecured senior notes and $17 million in unamortized debt issue costs.
The current blended cash interest cost of our debt is approximately 6.8%.
Covenants
Following is a listing of our applicable Senior Credit Facility financial covenants and the calculations as at March 31, 2020:
| Covenant | At March 31, 2020 | |||||||
| Senior Credit Facility | ||||||||
| Consolidated senior debt to consolidated covenant EBITDA(1) | < 2.50 | 0.00 | ||||||
| Consolidated covenant EBITDA to consolidated interest expense(1) | > 2.50 | 3.43 |
| (1) | For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness. |
At March 31, 2020, we were in compliance with the covenants of our Senior Credit Facility.
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.
On April 9, 2020 we agreed with the lenders of our Senior Credit Facility to reduce the consolidated Covenant EBITDA to consolidated interest expense coverage ratio for the most recent four consecutive quarters from the greater than or equal to 2.5:1 to 2.0:1 for the period ending September 30, 2020, 1.75:1 for the period ending December 31, 2020, 1.25:1 for the periods ending March 31, June 30 and September 30, 2021, 1.75:1, for the period ending December 31, 2021, 2.0:1 for the period ending March 31, 2022 and 2.5:1 for periods ending thereafter.
| 11 |
During the covenant relief period, Precision’s distributions in the form of dividends, distributions and share repurchases are restricted to a maximum of US$15 million in 2020 and US$25 million in each of 2021 and 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.
In addition, during 2021, the North American and acceptable secured foreign assets must directly account for at least 65% of consolidated Covenant EBITDA calculated quarterly on a rolling twelve-month basis, increasing to 70% thereafter. Precision also has the option to voluntarily terminate the covenant relief period prior to its March 31, 2022 end date.
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.
In addition, the Senior Credit Facility contains certain covenants that place restrictions on our ability to incur or assume additional indebtedness; dispose of assets; change our primary business; incur liens on assets; engage in transactions with affiliates; enter into mergers, consolidations or amalgamations; and enter into speculative swap agreements.
Unsecured Senior Notes
The unsecured senior notes require that we comply with 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 senior notes restrict our ability to incur additional indebtedness.
The unsecured senior notes contain a restricted payment covenant that limits our ability to make payments in the nature of dividends, distributions and for share repurchases from shareholders. This restricted payment basket grows from a starting point of October 1, 2010 for the 2021 and 2024 senior notes, from October 1, 2016 for the 2023 senior notes and October 1, 2017 for the 2026 senior notes by, among other things, 50% of consolidated cumulative net earnings and decreases by 100% of consolidated cumulative net losses, as defined in the senior note agreements, and payments made to shareholders. The governing net restricted payments basket is currently negative, limiting our ability to declare and make dividend payments until such time as the restricted payments baskets become positive.
In addition, the unsecured senior notes contain certain covenants that limit our ability, and the ability of certain subsidiaries, to incur additional indebtedness and issue preferred shares; create liens; create or permit to exist restrictions on our ability or certain subsidiaries to make certain payments and distributions; engage in amalgamations, mergers or consolidations; make certain dispositions and engage in transactions with affiliates.
For further information, please see the unsecured senior note indentures which are available on SEDAR and EDGAR.
Impact of foreign exchange rates
As summarized below, for the three months ended March 31, 2020, the Canadian dollar weakened by 1% from the comparable 2019 period and 8% from December 31, 2019. The weakening resulted in higher translated U.S. denominated revenue and costs during the quarter and net monetary assets at March 31, 2020.
| Three months ended March 31, | As at December 31, | |||||||||||
| 2020 | 2019 | 2019 | ||||||||||
| Canada-U.S. foreign exchange rates | ||||||||||||
| Average | 1.34 | 1.33 | — | |||||||||
| Closing | 1.41 | 1.33 | 1.30 | |||||||||
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).
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QUARTERLY FINANCIAL SUMMARY
| (Stated in thousands of Canadian dollars, except per share amounts) | 2019 | 2020 | ||||||||||||||
| Quarters ended | June 30 | September 30 | December 31 | March 31 | ||||||||||||
| Revenue | 359,424 | 375,552 | 372,301 | 379,484 | ||||||||||||
| Adjusted EBITDA(1) | 81,037 | 97,895 | 105,006 | 101,904 | ||||||||||||
| Net loss | (13,801 | ) | (3,534 | ) | (1,061 | ) | (5,277 | ) | ||||||||
| Net loss per basic share | (0.05 | ) | (0.01 | ) | (0.00 | ) | (0.02 | ) | ||||||||
| Net loss per diluted share | (0.05 | ) | (0.01 | ) | (0.00 | ) | (0.02 | ) | ||||||||
| Funds provided by operations(1) | 40,950 | 79,930 | 75,779 | 81,317 | ||||||||||||
| Cash provided by operations | 106,035 | 66,556 | 74,981 | 74,953 | ||||||||||||
| (Stated in thousands of Canadian dollars, except per share amounts) | 2018 | 2019 | ||||||||||||||
| Quarters ended | June 30 | September 30 | December 31 | March 31 | ||||||||||||
| Revenue | 330,716 | 382,457 | 427,010 | 434,043 | ||||||||||||
| Adjusted EBITDA(1) | 62,182 | 80,988 | 134,492 | 107,967 | ||||||||||||
| Net earnings (loss) | (47,217 | ) | (30,648 | ) | (198,328 | ) | 25,014 | |||||||||
| Net earnings (loss) per basic | (0.16 | ) | (0.10 | ) | (0.68 | ) | 0.09 | |||||||||
| Net earnings (loss) per diluted share | (0.16 | ) | (0.10 | ) | (0.68 | ) | 0.08 | |||||||||
| Funds provided by operations(1) | 50,225 | 64,368 | 92,595 | 95,993 | ||||||||||||
| Cash provided by operations | 129,695 | 31,961 | 93,489 | 40,587 | ||||||||||||
| (1) | See “NON-GAAP MEASURES”. |
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
Because of the nature of our business, we are required to make judgments and estimates in preparing our Condensed Consolidated Interim Financial Statements that could materially affect the amounts recognized. Our judgments and estimates are based on our past experiences and assumptions we believe are reasonable in the circumstances. The critical judgments and estimates used in preparing the Condensed Consolidated Interim Financial Statements are described in our 2019 Annual Report.
The COVID-19 global pandemic and commodity price volatility has created a challenging economic climate that may have significant adverse impacts on Precision. As the situation remains dynamic and the ultimate duration and magnitude of the impact on the economy and the financial effect on Precision is not known at this time. Our estimates and judgements made in the preparation of our Condensed Consolidated Interim Financial Statements are increasingly difficult and subject to a higher degree of measurement uncertainty during this volatile period. For additional discussion on the potential risks and impacts of the global economic downturn, see section “IMPACT OF COVID-19” earlier in this report.
EVALUATION OF CONTROLS AND PROCEDURES
Based on their evaluation as at March 31, 2020, 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, 2020, 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, 2020 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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NON-GAAP MEASURES
In this report we reference non-GAAP (Generally Accepted Accounting Principles) measures. Adjusted EBITDA, Covenant EBITDA, Operating Earnings (Loss), Funds Provided by (Used in) Operations and Working Capital are terms used by us to assess performance as we believe they provide useful supplemental information to investors. These terms do not have standardized meanings prescribed under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures used by other companies.
Adjusted EBITDA
We believe that Adjusted EBITDA (earnings before income taxes, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, impairment reversal, gain on assets disposals and depreciation and amortization), as reported in the Interim Consolidated Statement of Net Earnings (Loss), is a useful measure, because it gives an indication of the results from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.
Covenant EBITDA
Covenant EBITDA, as defined in our Senior Credit Facility agreement, is used in determining the Corporation’s compliance with its covenants. Covenant EBITDA differs from Adjusted EBITDA by the exclusion of bad debt expense, restructuring costs, certain foreign exchange amounts and the deduction of cash lease payments incurred after December 31, 2018.
Operating Earnings (Loss)
We believe that operating earnings (loss) is a useful measure because it provides an indication of the results of our principal business activities before consideration of how those activities are financed and the impact of foreign exchange and taxation. Operating earnings is calculated as follows:
| Three months ended March 31, | ||||||||
| (Stated in thousands of Canadian dollars) | 2020 | 2019 | ||||||
| Revenue | 379,484 | 434,043 | ||||||
| Expenses: | ||||||||
| Operating | 248,227 | 288,608 | ||||||
| General and administrative | 19,535 | 31,030 | ||||||
| Restructuring | 9,818 | 6,438 | ||||||
| Depreciation and amortization | 82,914 | 86,753 | ||||||
| Gain on asset disposals | (3,609 | ) | (35,050 | ) | ||||
| Impairment reversal | — | (5,810 | ) | |||||
| Operating earnings | 22,599 | 62,074 | ||||||
| Foreign exchange | 2,691 | (2,123 | ) | |||||
| Finance charges | 27,580 | 31,303 | ||||||
| Gain on repurchase of unsecured senior notes | (850 | ) | (313 | ) | ||||
| Earnings (loss) before income taxes | (6,822 | ) | 33,207 | |||||
Funds Provided By (Used In) Operations
We believe that funds provided by (used in) operations, as reported in the Interim Consolidated Statements of Cash Flow, is a useful measure because it provides an indication of the funds our principal business activities generate prior to consideration of working capital, which is primarily made up of highly liquid balances.
Working Capital
We define working capital as current assets less current liabilities as reported on the Interim Consolidated Statement of Financial Position.
| 14 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this report, including statements that contain words such as "could", "should", "can", "anticipate", "estimate", "intend", "plan", "expect", "believe", "will", "may", "continue", "project", "potential" and similar expressions and statements relating to matters that are not historical facts constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking information and statements").
In particular, forward looking information and statements include, but are not limited to, the following:
| • | our strategic priorities for 2020; |
| • | our capital expenditure plans for 2020; |
| • | anticipated activity levels in 2020 and our scheduled infrastructure projects; |
| • | anticipated demand for Tier 1 rigs; |
| • | the average number of term contracts in place for 2020 and 2021; |
| • | anticipated cash outflows, savings and liquidity; 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 into reducing or limiting their drilling budgets; |
| • | the success of our response to the COVID-19 global pandemic; |
| • | the status of current negotiations with our customers and vendors; |
| • | customer focus on safety performance; |
| • | existing term contracts are neither renewed nor terminated prematurely; |
| • | our ability to deliver rigs to customers on a timely basis; and |
| • | the general stability of the economic and political environments in the jurisdictions where we operate. |
Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:
| • | volatility in the price and demand for oil and natural gas; |
| • | fluctuations in the level of oil and natural gas exploration and development activities; |
| • | fluctuations in the demand for contract drilling, directional drilling, well servicing and ancillary oilfield services; |
| • | our customers’ inability to obtain adequate credit or financing to support their drilling and production activity; |
| • | the success of our response to the COVID-19 global pandemic; |
| • | changes in drilling and well servicing technology, which could reduce demand for certain rigs or put us at a competitive advantage; |
| • | shortages, delays and interruptions in the delivery of equipment supplies and other key inputs; |
| • | liquidity of the capital markets to fund customer drilling programs; |
| • | availability of cash flow, debt and equity sources to fund our capital and operating requirements, as needed; |
| • | the impact of weather and seasonal conditions on operations and facilities; |
| • | competitive operating risks inherent in contract drilling, directional drilling, well servicing and ancillary oilfield services; |
| • | ability to improve our rig technology to improve drilling efficiency; |
| • | general economic, market or business conditions; |
| • | the availability of qualified personnel and management; |
| • | a decline in our safety performance which could result in lower demand for our services; |
| • | changes in laws or regulations, including changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas; |
| • | terrorism, social, civil and political unrest in the foreign jurisdictions where we operate; |
| • | fluctuations in foreign exchange, interest rates and tax rates; and |
| • | other unforeseen conditions which could impact the use of services supplied by Precision and Precision’s ability to respond to such conditions. |
Readers are cautioned that the forgoing list of risk factors is not exhaustive. Additional information on these and other factors that could affect our business, operations or financial results are included in reports on file with applicable securities regulatory authorities, including but not limited to Precision’s Annual Information Form for the year ended December 31, 2019, 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.
| 15 |
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SHAREHOLDER INFORMATION
STOCK EXCHANGE LISTINGS Shares of Precision Drilling Corporation are listed on the Toronto Stock Exchange under the trading symbol PD and on the New York Stock Exchange under the trading symbol PDS.
TRANSFER AGENT AND REGISTRAR Computershare Trust Company of Canada Calgary, Alberta
TRANSFER POINT Computershare Trust Company NA Canton, Massachusetts
Q1 2020 TRADING PROFILE Toronto (TSX: PD) High: $2.15 Low: $0.39 Close: $0.44 Volume Traded: 112,646,274
New York (NYSE: PDS) High: US$1.61 Low: US$0.29 Close: US$0.31 Volume Traded: 64,205,388
ACCOUNT QUESTIONS Precision’s Transfer Agent can help you with a variety of shareholder related services, including: • change of address • lost unit certificates • transfer of shares to another person • estate settlement
Computershare Trust Company of Canada 100 University Avenue 9th Floor, North Tower Toronto, Ontario M5J 2Y1 Canada
1-800-564-6253 (toll free in Canada and the United States) 1-514-982-7555 (international direct dialing) Email: service@computershare.com
ONLINE INFORMATION
To receive news releases by email, or to view this interim report online, please visit Precision’s website at www.precisiondrilling.com and refer to the Investor Relations section. Additional information relating to Precision, including the Annual Information Form, Annual Report and Management Information Circular has been filed with SEDAR and is available at www.sedar.com and on the EDGAR website www.sec.gov |
CORPORATE INFORMATION
DIRECTORS Michael R. Culbert William T. Donovan Brian J. Gibson Allen R. Hagerman, FCA Steven W. Krablin Susan M. MacKenzie Kevin O. Meyers Kevin A. Neveu David W. Williams
OFFICERS Kevin A. Neveu President and Chief Executive Officer
Veronica H. Foley Senior Vice President, General Counsel and Chief Compliance Officer
Carey T. Ford Senior Vice President and Chief Financial Officer
Shuja U. Goraya Chief Technology Officer
Darren J. Ruhr Chief Administrative Officer
Gene C. Stahl Chief Marketing Officer
AUDITORS KPMG LLP Calgary, Alberta
HEAD OFFICE Suite 800, 525 8th Avenue SW Calgary, Alberta, Canada T2P 1G1 Telephone: 403-716-4500 Facsimile: 403-264-0251 Email: info@precisiondrilling.com www.precisiondrilling.com
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16
Exhibit 99.2
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
| (Stated in thousands of Canadian dollars) | March 31, 2020 | December 31, 2019 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 97,002 | $ | 74,701 | ||||
| Accounts receivable | 314,363 | 310,204 | ||||||
| Inventory | 31,754 | 31,718 | ||||||
| Income tax recoverable | 1,238 | 1,142 | ||||||
| Total current assets | 444,357 | 417,765 | ||||||
| Non-current assets: | ||||||||
| Deferred tax assets | 4,260 | 4,724 | ||||||
| Right of use assets | 68,266 | 66,142 | ||||||
| Property, plant and equipment | 2,825,129 | 2,749,463 | ||||||
| Intangibles | 30,562 | 31,746 | ||||||
| Total non-current assets | 2,928,217 | 2,852,075 | ||||||
| Total assets | $ | 3,372,574 | $ | 3,269,840 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 199,137 | $ | 199,478 | ||||
| Income taxes payable | 5,081 | 4,142 | ||||||
| Current portion of lease obligation | 13,192 | 12,449 | ||||||
| Total current liabilities | 217,410 | 216,069 | ||||||
| Non-current liabilities: | ||||||||
| Share-based compensation (Note 9) | 1,769 | 8,830 | ||||||
| Provisions and other | 10,862 | 9,959 | ||||||
| Lease obligation | 56,839 | 54,980 | ||||||
| Long-term debt (Note 7) | 1,504,969 | 1,427,181 | ||||||
| Deferred tax liabilities | 23,339 | 25,389 | ||||||
| Total non-current liabilities | 1,597,778 | 1,526,339 | ||||||
| Shareholders’ equity: | ||||||||
| Shareholders’ capital (Note 10) | 2,291,134 | 2,296,378 | ||||||
| Contributed surplus | 67,878 | 66,255 | ||||||
| Deficit | (974,733 | ) | (969,456 | ) | ||||
| Accumulated other comprehensive income (Note 12) | 173,107 | 134,255 | ||||||
| Total shareholders’ equity | 1,557,386 | 1,527,432 | ||||||
| Total liabilities and shareholders’ equity | $ | 3,372,574 | $ | 3,269,840 | ||||
Subsequent events (Note 7)
See accompanying notes to condensed interim consolidated financial statements.
1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET EARNINGS (LOSS) (UNAUDITED)
| Three Months Ended March 31, | ||||||||
| (Stated in thousands of Canadian dollars, except per share amounts) | 2020 | 2019 | ||||||
| Revenue (Note 3) | $ | 379,484 | $ | 434,043 | ||||
| Expenses: | ||||||||
| Operating | 248,227 | 288,608 | ||||||
| General and administrative | 19,535 | 31,030 | ||||||
| Restructuring (Note 6) | 9,818 | 6,438 | ||||||
| Earnings before income taxes, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, impairment reversal, gain on asset disposals and depreciation and amortization | 101,904 | 107,967 | ||||||
| Depreciation and amortization | 82,914 | 86,753 | ||||||
| Gain on asset disposals | (3,609 | ) | (35,050 | ) | ||||
| Impairment reversal | — | (5,810 | ) | |||||
| Foreign exchange | 2,691 | (2,123 | ) | |||||
| Finance charges (Note 8) | 27,580 | 31,303 | ||||||
| Gain on repurchase of unsecured senior notes | (850 | ) | (313 | ) | ||||
| Earnings (loss) before income taxes | (6,822 | ) | 33,207 | |||||
| Income taxes: | ||||||||
| Current | 1,059 | 1,610 | ||||||
| Deferred | (2,604 | ) | 6,583 | |||||
| (1,545 | ) | 8,193 | ||||||
| Net earnings (loss) | $ | (5,277 | ) | $ | 25,014 | |||
| Net earnings (loss) per share: (Note 11) | ||||||||
| Basic | $ | (0.02 | ) | $ | 0.09 | |||
| Diluted | $ | (0.02 | ) | $ | 0.08 | |||
See accompanying notes to condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended March 31, | ||||||||
| (Stated in thousands of Canadian dollars) | 2020 | 2019 | ||||||
| Net earnings (loss) | $ | (5,277 | ) | $ | 25,014 | |||
| Unrealized gain (loss) on translation of assets and liabilities of operations denominated in foreign currency | 157,008 | (48,518 | ) | |||||
| Foreign exchange gain (loss) on net investment hedge with U.S. denominated debt, net of tax | (118,156 | ) | 39,014 | |||||
| Comprehensive income | $ | 33,575 | $ | 15,510 | ||||
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) | 2020 | 2019 | ||||||
| Cash provided by (used in): | ||||||||
| Operations: | ||||||||
| Net earnings (loss) | $ | (5,277 | ) | $ | 25,014 | |||
| Adjustments for: | ||||||||
| Long-term compensation plans | (703 | ) | 7,312 | |||||
| Depreciation and amortization | 82,914 | 86,753 | ||||||
| Gain on asset disposals | (3,609 | ) | (35,050 | ) | ||||
| Impairment reversal | — | (5,810 | ) | |||||
| Foreign exchange | 2,872 | (2,238 | ) | |||||
| Finance charges | 27,580 | 31,303 | ||||||
| Income taxes | (1,545 | ) | 8,193 | |||||
| Other | 60 | 122 | ||||||
| Gain on repurchase of unsecured senior notes | (850 | ) | (313 | ) | ||||
| Income taxes paid | (820 | ) | (337 | ) | ||||
| Income taxes recovered | — | 1,071 | ||||||
| Interest paid | (19,495 | ) | (20,233 | ) | ||||
| Interest received | 190 | 206 | ||||||
| Funds provided by operations | 81,317 | 95,993 | ||||||
| Changes in non-cash working capital balances | (6,364 | ) | (55,406 | ) | ||||
| 74,953 | 40,587 | |||||||
| Investments: | ||||||||
| Purchase of property, plant and equipment | (11,485 | ) | (70,962 | ) | ||||
| Purchase of intangibles | (57 | ) | (438 | ) | ||||
| Proceeds on sale of property, plant and equipment | 5,690 | 57,877 | ||||||
| Changes in non-cash working capital balances | (3,526 | ) | (3,263 | ) | ||||
| (9,378 | ) | (16,786 | ) | |||||
| Financing: | ||||||||
| Repurchase of unsecured senior notes | (40,554 | ) | (16,672 | ) | ||||
| Share repurchase | (5,244 | ) | — | |||||
| Lease payments | (1,728 | ) | (1,672 | ) | ||||
| Debt amendment fees | (21 | ) | — | |||||
| (47,547 | ) | (18,344 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | 4,273 | (1,053 | ) | |||||
| Increase in cash and cash equivalents | 22,301 | 4,404 | ||||||
| Cash and cash equivalents, beginning of period | 74,701 | 96,626 | ||||||
| Cash and cash equivalents, end of period | $ | 97,002 | $ | 101,030 | ||||
See accompanying notes to condensed interim consolidated financial statements.
3
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
| (Stated in thousands of Canadian dollars) | Shareholders’ capital | Contributed surplus | Accumulated other comprehensive income (Note 12) | Deficit | Total equity | |||||||||||||||
| Balance at January 1, 2020 | $ | 2,296,378 | $ | 66,255 | $ | 134,255 | $ | (969,456 | ) | $ | 1,527,432 | |||||||||
| Net loss for the period | — | — | — | (5,277 | ) | (5,277 | ) | |||||||||||||
| Other comprehensive income for the period | — | — | 38,852 | — | 38,852 | |||||||||||||||
| Share repurchases | (5,244 | ) | — | — | — | (5,244 | ) | |||||||||||||
| Share-based compensation reclassification (Note 9) | — | (1,498 | ) | — | — | (1,498 | ) | |||||||||||||
| Share-based compensation expense (Note 9) | — | 3,121 | — | — | 3,121 | |||||||||||||||
| Balance at March 31, 2020 | $ | 2,291,134 | $ | 67,878 | $ | 173,107 | $ | (974,733 | ) | $ | 1,557,386 | |||||||||
| (Stated in thousands of Canadian dollars) | Shareholders’ capital | Contributed surplus | Accumulated other comprehensive income | Deficit | Total equity | |||||||||||||||
| Balance at January 1, 2019 | $ | 2,322,280 | $ | 52,332 | $ | 162,014 | $ | (978,874 | ) | $ | 1,557,752 | |||||||||
| Lease transition adjustment | — | — | — | 2,800 | 2,800 | |||||||||||||||
| Net earnings for the period | — | — | — | 25,014 | 25,014 | |||||||||||||||
| Other comprehensive loss for the period | — | — | (9,504 | ) | — | (9,504 | ) | |||||||||||||
| Share-based compensation expense (Note 9) | — | 3,103 | — | — | 3,103 | |||||||||||||||
| Balance at March 31, 2019 | $ | 2,322,280 | $ | 55,435 | $ | 152,510 | $ | (951,060 | ) | $ | 1,579,165 | |||||||||
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 except share numbers and per share amounts)
NOTE 1. DESCRIPTION OF BUSINESS
Precision Drilling Corporation (“Precision” or the “Corporation”) is incorporated under the laws of the Province of Alberta, Canada and is a provider of contract drilling and completion and production services primarily to oil and natural gas exploration and production companies in Canada, the United States and certain international locations. The address of the registered office is Suite 800, 525 - 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1G1.
NOTE 2. BASIS OF PRESENTATION
(a) Statement of Compliance
These condensed 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 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, 2019.
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, 2019.
These condensed interim consolidated financial statements were approved by the Board of Directors on April 29, 2020.
(b) Use of Estimates and Judgements
The preparation of the condensed interim consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingencies. These estimates and judgments 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, 2019. As described in Note 2(c), due to the outbreak of the novel coronavirus (“COVID-19”) and the resulting impact on the economy and in particular the prices of oil and natural gas, the estimates and judgements used to prepare these financial statements were subject to a higher degree of measurement uncertainty.
(c) Impact of COVID-19
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. Governments worldwide, including those countries in which Precision operates, have enacted emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused a material disruption to businesses globally resulting in an economic slowdown and decreased demand for oil. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions; however, the success of these interventions is not yet determinable. In response to the dramatic reduction in demand, governments of oil-producing nations and national oil companies are working together to limit supply, but to date in 2020 there has been a significant decline in the global price of oil. The current challenging economic climate may have significant adverse impacts on the Corporation including, but not limited to, substantial reductions in revenue and cash flows, increased risk of non-payment of accounts receivable and future impairments of property, plant and equipment and intangible assets.
The situation remains dynamic and the ultimate duration and magnitude of the impact on the economy and the financial effect on the Corporation is not known at this time. Estimates and judgements made by management in the preparation of these financial statements are increasingly difficult and subject to a higher degree of measurement uncertainty during this volatile period.
5
NOTE 3. Revenue
| (a) | Disaggregation of revenue |
The following table includes a reconciliation of disaggregated revenue by reportable segment (Note 4). Revenue has been disaggregated by primary geographical market and type of service provided.
| Three Months Ended March 31, 2020 | Contract Drilling Services | Completion and Production Services | Corporate and Other | Inter- Segment Eliminations | Total | |||||||||||||||
| Canada | $ | 131,544 | $ | 26,036 | $ | — | $ | (728 | ) | $ | 156,852 | |||||||||
| United States | 161,954 | 7,627 | — | — | 169,581 | |||||||||||||||
| International | 53,051 | — | — | — | 53,051 | |||||||||||||||
| $ | 346,549 | $ | 33,663 | $ | — | $ | (728 | ) | $ | 379,484 | ||||||||||
| Day rate/hourly services | $ | 329,110 | $ | 33,663 | $ | — | $ | (226 | ) | $ | 362,547 | |||||||||
| Shortfall payments/idle but contracted | 6,793 | — | — | — | 6,793 | |||||||||||||||
| Turnkey drilling services | 1,068 | — | — | — | 1,068 | |||||||||||||||
| Directional services | 7,127 | — | — | — | 7,127 | |||||||||||||||
| Other | 2,451 | — | — | (502 | ) | 1,949 | ||||||||||||||
| $ | 346,549 | $ | 33,663 | $ | — | $ | (728 | ) | $ | 379,484 | ||||||||||
| Three Months Ended March 31, 2019 | Contract Drilling Services | Completion and Production Services | Corporate and Other | Inter- Segment Eliminations | Total | |||||||||||||||
| Canada | $ | 105,919 | $ | 51,403 | $ | — | $ | (980 | ) | $ | 156,342 | |||||||||
| United States | 225,548 | 4,416 | — | (60 | ) | 229,904 | ||||||||||||||
| International | 47,797 | — | — | — | 47,797 | |||||||||||||||
| $ | 379,264 | $ | 55,819 | $ | — | $ | (1,040 | ) | $ | 434,043 | ||||||||||
| Day rate/hourly services | $ | 362,696 | $ | 55,819 | $ | — | $ | (119 | ) | $ | 418,396 | |||||||||
| Shortfall payments/idle but contracted | 4,179 | — | — | — | 4,179 | |||||||||||||||
| Turnkey drilling services | 305 | — | — | — | 305 | |||||||||||||||
| Directional services | 9,646 | — | — | — | 9,646 | |||||||||||||||
| Other | 2,438 | — | — | (921 | ) | 1,517 | ||||||||||||||
| $ | 379,264 | $ | 55,819 | $ | — | $ | (1,040 | ) | $ | 434,043 | ||||||||||
| (b) | Seasonality |
Precision has operations that are carried on in Canada which represent approximately 41% (2019 - 36%) of consolidated revenue for the three months ended March 31, 2020 and 33% (2019 - 34%) of consolidated total assets as at March 31, 2020. 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, directional drilling, 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, 2020 | Contract Drilling Services | Completion and Production Services | Corporate and Other | Inter- Segment Eliminations | Total | |||||||||||||||
| Revenue | $ | 346,549 | $ | 33,663 | $ | — | $ | (728 | ) | $ | 379,484 | |||||||||
| Operating earnings (loss) | 37,851 | (309 | ) | (14,943 | ) | — | 22,599 | |||||||||||||
| Depreciation and amortization | 75,724 | 4,283 | 2,907 | — | 82,914 | |||||||||||||||
| Gain on asset disposals | (2,842 | ) | (739 | ) | (28 | ) | — | (3,609 | ) | |||||||||||
| Total assets | 3,086,849 | 151,141 | 134,584 | — | 3,372,574 | |||||||||||||||
| Capital expenditures | 10,015 | 1,415 | 112 | — | 11,542 | |||||||||||||||
| Three Months Ended March 31, 2019 | Contract Drilling Services | Completion and Production Services | Corporate and Other | Inter- Segment Eliminations | Total | |||||||||||||||
| Revenue | $ | 379,264 | $ | 55,819 | $ | — | $ | (1,040 | ) | $ | 434,043 | |||||||||
| Operating earnings (loss) | 81,267 | 5,624 | (24,817 | ) | — | 62,074 | ||||||||||||||
| Depreciation and amortization | 77,999 | 4,949 | 3,805 | — | 86,753 | |||||||||||||||
| Loss (gain) on asset disposals | (35,001 | ) | (56 | ) | 7 | — | (35,050 | ) | ||||||||||||
| Impairment reversal | (5,810 | ) | — | — | — | (5,810 | ) | |||||||||||||
| Total assets | 3,282,591 | 186,971 | 162,166 | — | 3,631,728 | |||||||||||||||
| Capital expenditures | 70,385 | 662 | 353 | — | 71,400 | |||||||||||||||
A reconciliation of operating earnings to earnings (loss) before taxes is as follows:
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Total segment operating earnings | $ | 22,599 | $ | 62,074 | ||||
| Add (deduct): | ||||||||
| Foreign exchange | 2,691 | (2,123 | ) | |||||
| Finance charges | 27,580 | 31,303 | ||||||
| Gain on repurchase of unsecured senior notes | (850 | ) | (313 | ) | ||||
| Earnings (loss) before taxes | $ | (6,822 | ) | $ | 33,207 | |||
NOTE 5. IMPAIRMENT
At each reporting period, Precision reviews the carrying value of its long-lived assets for indications of impairment. Due to the global economic slowdown and significant commodity price reductions in the first quarter of 2020, the Corporation identified indications of impairment in each of its cash-generating units (CGU) at March 31, 2020. Accordingly, the Corporation tested all CGUs for impairment as at March 31, 2020.
In performing its impairment tests, the Corporation used a value-in-use approach. Projected cash flows covered a five-year period and were based on future expected outcomes taking into account existing term contracts, past experience and management’s expectation of future market conditions. The primary source of cash flow information was the Corporation’s budget and strategic plan, developed based on benchmark commodity prices and industry supply-demand fundamentals.
At March 31, 2020, the Corporation completed impairment tests for each CGU and no impairment charges were identified.
7
There is risk that impairment charges may be required in future periods due to the volatility and uncertainty of the economy and commodity price environment. Increasing costs of capital combined with declining activity levels could result in material asset impairments. However, recently announced government economic stimulus programs and recent moves by certain oil-producing countries to restrict supply may provide stability to the energy sector. The outcome of future impairment tests cannot be predicted with any certainty and will be impacted by the assumptions and estimates based on market conditions at that time.
NOTE 6. RESTRUCTURING
During the first quarter of 2020, Precision incurred restructuring charges of $10 million (2019 - $6 million). These charges are comprised of severance, as the Corporation aligned its cost structure to reflect reduced global activity, and certain costs associated with the shutdown of directional drilling operations in the United States.
NOTE 7. LONG-TERM DEBT
| March 31, | December 31, | March 31, | December 31, | |||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Senior Credit Facility | US$ | — | US$ | — | $ | — | $ | — | ||||||||
| Unsecured senior notes: | ||||||||||||||||
| 6.5% senior notes due 2021 | 65,625 | 90,625 | 92,372 | 117,678 | ||||||||||||
| 7.75% senior notes due 2023 | 344,845 | 344,845 | 485,394 | 447,792 | ||||||||||||
| 5.25% senior notes due 2024 | 303,097 | 307,690 | 426,630 | 399,545 | ||||||||||||
| 7.125% senior notes due 2026 | 367,643 | 369,735 | 517,483 | 480,112 | ||||||||||||
| US$ | 1,081,210 | US$ | 1,112,895 | 1,521,879 | 1,445,127 | |||||||||||
| Less net unamortized debt issue costs | (16,910 | ) | (17,946 | ) | ||||||||||||
| $ | 1,504,969 | $ | 1,427,181 | |||||||||||||
| Senior Credit Facility | Unsecured senior notes | Debt issue cost | Total | |||||||||||||
| Balance December 31, 2019 | $ | — | $ | 1,445,127 | $ | (17,946 | ) | $ | 1,427,181 | |||||||
| Changes from financing cash flows: | ||||||||||||||||
| Repurchase of unsecured senior notes | — | (40,554 | ) | — | (40,554 | ) | ||||||||||
| — | 1,404,573 | (17,946 | ) | 1,386,627 | ||||||||||||
| Gain on repurchase of unsecured senior notes | — | (850 | ) | — | (850 | ) | ||||||||||
| Amortization of debt issue costs | — | — | 1,036 | 1,036 | ||||||||||||
| Foreign exchange adjustment | — | 118,156 | — | 118,156 | ||||||||||||
| Balance at March 31, 2020 | $ | — | $ | 1,521,879 | $ | (16,910 | ) | $ | 1,504,969 | |||||||
During the first quarter of 2020, Precision redeemed US$25 million principal amount of its 6.50% unsecured senior notes due 2021 and repurchased and cancelled US$2 million of the 7.125% unsecured senior notes due 2026 and US$5 million of the 5.25% unsecured senior notes due 2024.
At March 31, 2020, Precision was in compliance with the covenants of the senior credit facility.
Long-term debt obligations at March 31, 2020 will mature as follows:
| 2021 | $ | 92,372 | ||
| 2023 | 485,394 | |||
| Thereafter | 944,113 | |||
| $ | 1,521,879 |
8
Subsequent event
On April 9, 2020 we agreed with the lenders of our Senior Credit Facility to reduce the consolidated Covenant EBITDA to consolidated interest expense coverage ratio for the most recent four consecutive quarters from the greater than or equal to 2.5:1 to 2.0:1 for the period ending September 30, 2020, 1.75:1 for the period ending December 31, 2020, 1.25:1 for the periods ending March 31, June 30 and September 30, 2021, 1.75:1, for the period ending December 31, 2021, 2.0:1 for the period ending March 31, 2022 and 2.5:1 for periods ending thereafter.
During the covenant relief period, Precision’s distributions in the form of dividends, distributions and share repurchases are restricted to a maximum of US$15 million in 2020 and US$25 million in each of 2021 and 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.
In addition, during 2021, the North American and acceptable secured foreign assets must directly account for at least 65% of consolidated Covenant EBITDA calculated quarterly on a rolling twelve-month basis, increasing to 70% thereafter. Precision also has the option to voluntarily terminate the covenant relief period prior to its March 31, 2022 end date.
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.
In addition, the Senior Credit Facility contains certain covenants that place restrictions on our ability to incur or assume additional indebtedness; dispose of assets; change our primary business; incur liens on assets; engage in transactions with affiliates; enter into mergers, consolidations or amalgamations; and enter into speculative swap agreements.
NOTE 8. FINANCE CHARGES
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Interest: | ||||||||
| Long-term debt | $ | 25,610 | $ | 29,183 | ||||
| Lease obligations | 930 | 852 | ||||||
| Other | — | 110 | ||||||
| Income | (148 | ) | (183 | ) | ||||
| Amortization of debt issue costs and loan commitment fees | 1,188 | 1,341 | ||||||
| Finance charges | $ | 27,580 | $ | 31,303 | ||||
NOTE 9. SHARE-BASED COMPENSATION PLANS
Liability Classified Plans
Restricted Share Units (a) | Performance Share Units (a) | Non-Management Directors’ DSUs (b) | Total | |||||||||||||
| December 31, 2019 | $ | 7,318 | $ | 2,858 | $ | 3,336 | $ | 13,512 | ||||||||
| Expensed during the period | (2,387 | ) | (1,482 | ) | (2,524 | ) | (6,393 | ) | ||||||||
| Payments and redemptions | (3,527 | ) | (527 | ) | — | (4,054 | ) | |||||||||
| March 31, 2020 | $ | 1,404 | $ | 849 | $ | 812 | $ | 3,065 | ||||||||
| Current | $ | 1,008 | $ | 288 | $ | — | $ | 1,296 | ||||||||
| Long-term | 396 | 561 | 812 | 1,769 | ||||||||||||
| $ | 1,404 | $ | 849 | $ | 812 | $ | 3,065 | |||||||||
9
(a) Restricted Share Units and Performance Share Units
A summary of the activity under the restricted share unit (RSUs) and the performance share unit (PSUs) plans are presented below:
| RSUs Outstanding | PSUs Outstanding | |||||||
| December 31, 2019 | 6,338,063 | 3,335,350 | ||||||
| Granted | 7,173,200 | 9,959,300 | ||||||
| Redeemed | (2,082,800 | ) | (445,672 | ) | ||||
| Forfeited | (54,655 | ) | (139,228 | ) | ||||
| March 31, 2020 | 11,373,808 | 12,709,750 | ||||||
(b) Non-Management Directors – Deferred Share Unit Plan
A summary of the activity under the non-management director deferred share unit plan is presented below:
| Outstanding | ||||
| December 31, 2019 and March 31, 2020 | 1,792,254 | |||
Equity Settled Plans
(c) Non-Management Directors
Prior to January 1, 2012, Precision had a deferred share unit plan for non-management directors. Under the plan fully vested deferred share units were granted quarterly based upon an election by the non-management director to receive all or a portion of their compensation in deferred share units. These deferred share units are redeemable into an equal number of common shares any time after the director's retirement. A summary of the activity under this share-based incentive plan is presented below:
| Outstanding | ||||
| December 31, 2019 and March 31, 2020 | 93,173 | |||
(d) Option Plan
A summary of the activity under the option plan is presented below:
| Canadian share options | Outstanding |
Range of Exercise Price |
Weighted Average Exercise Price |
Exercisable | ||||||||||||||||
| December 31, 2019 | 4,021,584 | $ | 4.35 | — | 14.31 | $ | 7.29 | 3,569,069 | ||||||||||||
| Forfeited | (785,350 | ) | 9.02 | — | 9.02 | 9.02 | ||||||||||||||
| March 31, 2020 | 3,236,234 | $ | 4.35 | — | 14.31 | $ | 6.87 | 3,072,824 | ||||||||||||
| U.S. share options | Outstanding |
Range of Exercise Price (US$) |
Weighted Average Exercise Price (US$) |
Exercisable | ||||||||||||||||
| December 31, 2019 | 6,363,050 | $ | 2.56 | — | 9.18 | $ | 4.67 | 4,348,824 | ||||||||||||
| Forfeited | (414,800 | ) | 8.99 | — | 8.99 | 8.99 | ||||||||||||||
| March 31, 2020 | 5,948,250 | $ | 2.56 | — | 9.18 | $ | 4.36 | 5,010,929 | ||||||||||||
Included in net earnings for the three months ended March 31, 2020 is an expense of $0.4 million (2019 - $1 million).
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(e) Executive Performance Share Units
Precision granted PSUs to certain senior executives with the intention of settling them in voting shares of the Corporation either issued from treasury or purchased in the open market. These PSUs vest over a three-year period and incorporate performance criteria established at the date of grant that can adjust the number of performance share units available for settlement from zero to two times the amount originally granted. A summary of the activity under this share-based incentive plan is presented below:
| Outstanding | Weighted Fair Value | |||||||
| December 31, 2019 | 7,376,900 | $ | 4.98 | |||||
| Redeemed | (903,680 | ) | 6.03 | |||||
| Forfeited | (225,920 | ) | 6.01 | |||||
| March 31, 2020 | 6,247,300 | $ | 4.80 | |||||
During the first quarter of 2020, pursuant to the omnibus equity incentive plan, Precision elected to cash-settle vested Executive PSUs. Precision reclassified $1 million of previously expensed share-based compensation charges to establish a financial liability that was subsequently settled during the quarter.
Included in net earnings for the three months ended March 31, 2020 is an expense of $3 million (2019 - $2 million).
NOTE 10. SHAREHOLDERS’ CAPITAL
| Common shares | Number | Amount | ||||||
| Balance December 31, 2019 | 277,299,804 | $ | 2,296,378 | |||||
| Share repurchase | (3,076,127 | ) | $ | (5,244 | ) | |||
| Balance at March 31, 2020 | 274,223,677 | $ | 2,291,134 | |||||
During the third quarter of 2019, the Toronto Stock Exchange (“TSX”) approved Precision’s application to implement a Normal Course Issuer Bid (“NCIB”). Under the terms of the NCIB, Precision may purchase and cancel up to a maximum of 29,170,887 common shares, representing 10% of the public float of common shares at the time the NCIB was approved. The NCIB commenced on August 27, 2019 and will terminate no later than August 26, 2020. Purchases under the NCIB were made through the facilities of the TSX and the New York Stock Exchange and in accordance with applicable regulatory requirements at a price per common share representative of the market price at the time of acquisition. A total of 19 million common shares have been purchased and cancelled since the inception of the NCIB.
NOTE 11. PER SHARE AMOUNTS
The following tables reconcile the net earnings (loss) and weighted average shares outstanding used in computing basic and diluted net earnings (loss) per share:
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Net earnings (loss) - basic and diluted | $ | (5,277 | ) | $ | 25,014 | |||
| Three Months Ended March 31, | ||||||||
| (Stated in thousands) | 2020 | 2019 | ||||||
| Weighted average shares outstanding – basic | 275,427 | 293,782 | ||||||
| Effect of stock options and other equity compensation plans | — | 6,419 | ||||||
| Weighted average shares outstanding – diluted | 275,427 | 300,201 | ||||||
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NOTE 12. ACCUMULATED OTHER COMPREHENSIVE INCOME
| Unrealized Foreign Currency Translation Gains | Foreign Exchange Loss on Net Investment Hedge | Accumulated Other Comprehensive Income | ||||||||||
| December 31, 2019 | $ | 509,582 | $ | (375,327 | ) | $ | 134,255 | |||||
| Other comprehensive income (loss) | 157,008 | (118,156 | ) | 38,852 | ||||||||
| March 31, 2020 | $ | 666,590 | $ | (493,483 | ) | $ | 173,107 | |||||
NOTE 13. FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying value of cash, accounts receivable, and accounts payable and accrued liabilities approximate their fair value due to the relatively short period to maturity of the instruments. The fair value of the unsecured senior notes at March 31, 2020 was approximately $647 million (December 31, 2019 – $1,428 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 judgment associated with the inputs used to measure their fair value. Hierarchical levels are based on the amount of subjectivity associated with the inputs in the fair determination and are as follows:
Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
The estimated fair value of unsecured senior notes is based on level II inputs. The fair value is estimated considering the risk-free interest rates on government debt instruments of similar maturities, adjusted for estimated credit risk, industry risk and market risk premiums.
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