Calfrac Announces Third Quarter Results
CALGARY, Nov. 5, 2014 /CNW/ - Calfrac Well Services Ltd. ("Calfrac" or "the Company") (TSX–CFW) announces its financial and operating results for the three and nine months ended September 30, 2014.
HIGHLIGHTS
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
||||||
2014 |
2013 |
Change |
2014 |
2013 |
Change |
||
(C$000s, except per share and unit data) |
($) |
($) |
(%) |
($) |
($) |
(%) |
|
(unaudited) |
|||||||
Financial |
|||||||
Revenue |
697,440 |
388,662 |
79 |
1,748,035 |
1,100,760 |
59 |
|
Operating income(1) |
126,058 |
51,683 |
144 |
235,008 |
130,660 |
80 |
|
Per share – basic(3) |
1.33 |
0.56 |
138 |
2.50 |
1.43 |
75 |
|
Per share – diluted(3) |
1.32 |
0.56 |
136 |
2.48 |
1.42 |
75 |
|
Net income attributable to |
|||||||
the shareholders of Calfrac |
|||||||
before foreign exchange |
|||||||
losses or gains(2) |
48,611 |
9,678 |
402 |
49,956 |
17,385 |
187 |
|
Per share – basic(3) |
0.51 |
0.11 |
364 |
0.53 |
0.19 |
179 |
|
Per share – diluted(3) |
0.51 |
0.10 |
410 |
0.53 |
0.19 |
179 |
|
Net income attributable to |
|||||||
the shareholders of Calfrac |
44,465 |
6,089 |
630 |
40,506 |
16,150 |
151 |
|
Per share – basic(3) |
0.47 |
0.07 |
571 |
0.43 |
0.18 |
139 |
|
Per share – diluted(3) |
0.46 |
0.07 |
557 |
0.43 |
0.18 |
139 |
|
Working capital (end of period) |
393,653 |
292,854 |
34 |
393,653 |
292,854 |
34 |
|
Total equity (end of period) |
828,537 |
786,933 |
5 |
828,537 |
786,933 |
5 |
|
Weighted average common |
|||||||
shares outstanding (#) |
|||||||
Basic(3) |
94,569 |
91,886 |
3 |
93,820 |
91,155 |
3 |
|
Diluted(3) |
95,681 |
92,616 |
3 |
94,730 |
91,807 |
3 |
|
Operating (end of period) |
|||||||
Pumping horsepower (000s) |
1,235 |
1,025 |
20 |
||||
Coiled tubing units (#) |
36 |
31 |
16 |
||||
Cementing units (#) |
31 |
30 |
3 |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Net income attributable to the shareholders of Calfrac before foreign exchange gains or losses is defined as net income (loss) attributable to the shareholders of Calfrac before foreign exchange gains or losses on an after-tax basis. Management believes that net income attributable to the shareholders of Calfrac before foreign exchange gains or losses is a useful supplemental measure as it provides an indication of the financial results generated by Calfrac without the impact of foreign exchange fluctuations, which are not fully controllable by the Company. Net income attributable to the shareholders of Calfrac before foreign exchange gains or losses is a measure that does not have any standardized meaning prescribed under IFRS and, accordingly, may not be comparable to similar measures used by other companies. |
(3) |
Amounts from 2013 were adjusted to reflect the Company's two-for-one common share split that occurred on June 2, 2014. |
Quarterly Overview
Consolidated Highlights
Three Months Ended September 30, 2014 |
2014 |
2013 |
Change |
|
(C$000s, except operational information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
697,440 |
388,662 |
79 |
|
Expenses |
||||
Operating |
535,092 |
312,571 |
71 |
|
Selling, general and administrative (SG&A) |
36,290 |
24,408 |
49 |
|
571,382 |
336,979 |
70 |
||
Operating income(1) |
126,058 |
51,683 |
144 |
|
Operating income (%) |
18.1% |
13.3% |
36 |
|
Fracturing revenue per job ($) |
90,392 |
92,802 |
(3) |
|
Number of fracturing jobs |
7,091 |
3,803 |
86 |
|
Pumping horsepower, end of period (000s) |
1,235 |
1,025 |
20 |
|
Coiled tubing revenue per job ($) |
40,426 |
34,338 |
18 |
|
Number of coiled tubing jobs |
788 |
567 |
39 |
|
Coiled tubing units, end of period (#) |
36 |
31 |
16 |
|
Cementing revenue per job ($) |
36,154 |
32,574 |
11 |
|
Number of Cementing jobs |
577 |
425 |
36 |
|
Cementing units, end of period (#) |
31 |
30 |
3 |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
Revenue in the third quarter of 2014 for Calfrac was a record $697.4 million, which increased by 79 percent from the same period in 2013 and increased 39 percent from the second quarter of 2014. On a year-over-year basis, consolidated fracturing jobs increased by 86 percent, but consolidated revenue per fracturing job declined by 3 percent primarily due to lower pricing, but was partially offset by an increase in service intensity per well. Sequentially, revenue per job increased by 19 percent due to a greater proportion of revenue coming from Canada, which typically generates higher revenue per job compared to the United States and moderately higher pricing in Canada and the United States.
Pricing in Canada was higher in the third quarter of 2014 when compared to the first and second quarters of 2014, as the Company implemented pricing increases and realized the benefit of surcharges for certain input costs. In the United States, pricing was higher compared to the second quarter of 2014 in certain areas due to pricing increases related to a high level of service quality and performance. However, wide ranging pricing increases continue to be challenging. In Russia, pricing is determined by contract awards which resulted in the Company experiencing minimal pricing changes during the quarter. Similarly, a significant portion of Calfrac's work in Argentina is under contract, resulting in immaterial pricing changes compared to the prior quarter.
Operating income for the third quarter of 2014 was $126.1 million, an increase of 144 percent from the comparable period in 2013 and an increase of 181 percent compared to the second quarter of 2014. Operating income as a percentage of revenue in 2014 was higher by 480 basis points compared to the same period last year due to significantly higher fracturing activity in Canada and Latin America. Sequentially, operating income as a percentage of revenue increased 920 basis points due to a return to higher activity in Canada after spring break-up.
In Canada, revenue increased by 193 percent sequentially to $282.1 million due to a return to high utilization at the conclusion of spring break-up. The Company was particularly active in the Montney, Deep Basin and Viking plays during the third quarter of 2014. Operating income as a percentage of revenue increased to 23 percent from negative 10 percent in the prior quarter, due to significantly higher activity and improved pricing.
In the United States, revenue in the third quarter of 2014 increased by 5 percent compared to the second quarter of 2014 to $331.9 million, mainly as a result of higher activity in the Eagle Ford, North Dakota Bakken and Marcellus as well as pricing improvements related to Calfrac specific performance. The higher activity was a function of increased demand for completions work from Calfrac's customers and an increase in completions intensity. Total sand pumped was up 24 percent from the previous quarter while job count only increased 5 percent. Operating income as a percentage of revenue increased to 20 percent in the third quarter of 2014 from 19 percent in the previous quarter. United States operating income margins increased due to improved pricing and moderately higher activity.
In Russia, revenue decreased to $43.9 million in the third quarter of 2014 from $51.2 million in the second quarter of 2014. The decrease resulted from one of the Company's customers completing less wells due to a lack of availability of other oilfield equipment. Operating income as a percentage of revenue decreased to 13 percent in the third quarter of 2014 from 14 percent in the prior quarter due to lower activity.
In Latin America, revenue was unchanged quarter-over-quarter at $39.6 million due to ongoing activity in Argentina and to a lesser extent Mexico and Colombia. Operating income as a percentage of revenue increased to 14 percent from 10 percent due to a higher proportion of revenue from Argentina and a rationalization of the Company's Mexico operations.
Net income attributable to shareholders of Calfrac was $44.5 million or $0.46 per share diluted, compared to $6.1 million or $0.07 per share diluted in the same period last year and an increase from a loss of $12.9 million or $0.14 per share diluted in the previous quarter. Net income per share on a fully diluted basis was positively impacted quarter-over-quarter by an increase in Canadian activity after spring break-up, higher U.S. activity and moderately better pricing in both of those divisions.
The Company believes its mix of customer commitments and spot market exposure leaves it well-positioned in the North American market. In both Latin America and Russia, Calfrac has the vast majority of its equipment under contract.
In the third quarter of 2014, Calfrac declared a quarterly dividend of $0.125 per share.
Outlook and Business Prospects
Crude oil prices have decreased significantly in recent months as global demand forecasts have weakened while supply growth has been stronger than expected. In the near term, Calfrac expects activity to be relatively stable across its operating divisions, but uncertainty over the longer term has increased. Many of the Company's customers are currently planning their budgets for 2015 and given the sharp decline in crude prices, Calfrac expects initial E&P capital budgets for 2015 will reflect a cautious approach. The Company believes producers' spending could increase when there is more certainty regarding oil prices. As such, Calfrac will take a prudent approach when planning for 2015.
At the same time, there are a number of positive trends impacting Calfrac's business. Spot natural gas prices in the United States have been relatively stable in recent months while storage levels in the United States and Canada remain below their five-year weekly lows. These factors should be constructive for natural gas-related development in North America heading into the period of high demand during the winter. Internationally, Calfrac believes the movement towards greater unconventional development will continue with the Company benefitting from greater use of multi-stage completion technology.
There are also a number of encouraging developments Calfrac is experiencing that are specifically related to well completions, such as greater service intensity through larger multi-well pad designs, more fracturing stages per horizontal well and increased tonnage per stage.
The Company also believes it has created competitive advantages through its logistics initiatives despite the strain being placed on logistical networks from higher product volumes being used for fracturing across North America. Calfrac's team of in-house experts continues to analyze and identify ways in which it can optimize its supply chain and logistical network in North America. In response to these logistical challenges, the Company is increasing its basin storage across all of its key plays in North America with only a modest capital commitment and improving its access to sand transloading terminals. As well, the Company anticipates its access to leased rail cars will increase significantly in the first quarter of 2015 over the first quarter of 2014. Calfrac expects these initiatives will leave it well situated from a logistics perspective heading into 2015.
Calfrac's regional outlook is as follows:
Canada
Horizontal well completion activity is expected to be strong throughout the remainder of 2014 and into early 2015. LNG-related development, the weaker Canadian dollar, and improved well economics due to improvements in completion design will all be supportive of a steady pace of completions activity. Calfrac is targeting 24-hour operations to comprise 50 percent of its Canadian operations by the end of 2015, which would be a material increase from the approximately 35 percent expected to be achieved in the second half of 2014. The Company believes customer acceptance of the efficiencies gained by using 24-hour operations is increasing.
Calfrac is maintaining a leadership position in the most important natural gas and natural gas liquids plays in western Canada and expects to be a key participant in the long-term development of these plays. The Company believes there is the potential for increased activity in 2015 for natural gas liquids plays such as the Duvernay, Deep Basin and Montney given their strong economics and improving well results. Calfrac is particularly optimistic about the Duvernay, which is one of the most completions intensive plays in Canada and could be a significant driver of demand over the long-term.
Calfrac expects oil-focused activity in plays such as the Viking and Cardium to remain stable for the remainder of 2014 and early 2015, when compared to the third quarter of 2014. The Company believes these areas will be an important piece of its growth going forward.
United States
In the United States, Calfrac expects to continue to benefit from its long-range strategic plan of generating economies of scale in each of the plays where it operates and aligning itself with large, stable customers. These plans, in combination with the Company's focus on prudently managing its cost structure while efficiently managing its logistics initiatives, should result in solid utilization going forward.
Calfrac believes the pace of development should continue to be strong in its natural gas focused areas. The Company anticipates its activity in the Marcellus will remain at existing levels into 2015 due to this play's low cost structure, proximity to natural gas consuming markets and improved natural gas transportation and gathering systems. As well, producers are having increased success in developing the Utica, which could provide further opportunities for Calfrac. In the Fayetteville, Calfrac is expecting activity to remain stable for the remainder of the year and into 2015.
The Company remains constructive about its oil and natural gas liquids focused operations as well. In October, Calfrac celebrated the one-year anniversary of its entrance into the Eagle Ford. The Company has been able to solidify itself as an operator with excellent service quality, which has resulted in pricing improvements and high utilization rates. Calfrac's Rockies operations and pricing are expected to remain strong due to Niobrara activity. The Company continues to be optimistic about the Rockies region due to customer spending patterns and the potential for increased capital investment in 2015 due to favourable economics. Calfrac's operations in North Dakota have improved dramatically throughout 2014 due to improved customer demand, higher pricing and a reduction in the number of competitors servicing this play. Activity in the North Dakota Bakken is expected to remain strong through the remainder of 2014, but 2015 activity in this play will be the most susceptible of the Company's operating areas to oil prices below current levels given the relative economics.
Latin America
Calfrac continues to believe in the long-term potential of Argentina's conventional and unconventional oil and gas development. The increasing customer demand for the Company's services is providing the opportunity to deploy additional equipment into the country, such as the 32,000 horsepower deployed in Argentina that became active in the fourth quarter of 2014. Calfrac believes that its service quality and technical expertise are leading to its growing reputation as a service provider of choice in Argentina, thereby providing the foundation for long-term growth.
In Mexico, Calfrac remains optimistic over activity in the longer-term, once the national reform of the energy industry is completed. Calfrac believes this will set the stage for increased spending levels by PEMEX and create an avenue for new entrants to Mexico. In the near-term, the Company has rationalized its cost structure and transferred a portion of its equipment to the United States.
Russia
Calfrac expects its activity in Russia to decline in the fourth quarter of 2014 due to a reduction in spending by a large customer and the typical seasonal slowdown. The Company is currently in the tender process for 2015. Calfrac's current view is that conventional activity is expected to remain stable in 2015 given Russia's importance in supplying oil and natural gas to continental Europe. Calfrac's participation in unconventional development will be delayed until sanctions applied by Canada, the United States and certain other jurisdictions are removed. The long-term prospects in Russia, however, remain encouraging as unconventional development remains a key pillar for the country's future oil and natural gas growth plans.
Management Changes
Calfrac is pleased to announce that Lindsay Link will be promoted from his current position as President, United States Division to the position of Chief Operating Officer effective January 1, 2015. The Company has also appointed Fred Toney as President, United States Division to replace Mr. Link. Mr. Toney has over 30 years of experience in pressure pumping, coiled tubing, cementing and general oilfield services in domestic and international markets and will be a valuable addition to Calfrac's senior management team. Mr. Link will spend the remainder of 2014 helping transition Mr. Toney into his position.
Summary
Despite the oil price headwinds, Calfrac remains optimistic about its future opportunities. The trend in North America of more stages per well and greater tonnage per stage is unlikely to be reversed and will continue to have a positive impact on Calfrac's equipment utilization. Internationally, successful strategic execution has the Company well-positioned in a number of unconventional markets. The Company's well-trained personnel, service quality, technology, and HSE practices will make it a key partner in these developments.
Financial Overview – Three Months Ended September 30, 2014 Versus 2013
Canada
Three Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
282,077 |
167,707 |
68 |
|
Expenses |
||||
Operating |
209,724 |
134,407 |
56 |
|
Selling, general and administrative (SG&A) |
7,303 |
4,550 |
61 |
|
217,027 |
138,957 |
56 |
||
Operating income(1) |
65,050 |
28,750 |
126 |
|
Operating income (%) |
23.1% |
17.1% |
35 |
|
Fracturing revenue per job ($) |
227,999 |
183,942 |
24 |
|
Number of fracturing jobs |
1,172 |
860 |
36 |
|
Pumping horsepower, end of period (000s) |
387 |
389 |
(1) |
|
Coiled tubing revenue per job ($) |
31,091 |
26,960 |
15 |
|
Number of coiled tubing jobs |
478 |
353 |
35 |
|
Coiled tubing units, end of period (#) |
17 |
21 |
(19) |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
Revenue
Revenue from Calfrac's Canadian operations during the third quarter of 2014 was $282.1 million versus $167.7 million in the same period of 2013. The increase in revenue was a result of a number of factors: increased activity and larger stage sizes in the natural gas liquids plays of Western Canada; the ongoing trend of more fracturing stages per well combined with an increase in 24-hour operations; higher activity in the Viking oil resource play; and the number of fracturing jobs growing by 36 percent due to a reduction in weather-related issues. Further augmenting revenue growth was revenue per job increasing by 24 percent as a result of higher service intensity per well and moderate pricing increases. Total sand usage increased by 64 percent and the amount of sand pumped on a per job basis increased by 20 percent in the third quarter of 2014 from the third quarter of 2013.
Operating Income
Operating income in Canada during the third quarter of 2014 was $65.1 million compared to $28.8 million in the same period of 2013. The increase in operating income was the result of a greater proportion of 24-hour operations, moderately improved pricing and the introduction of cost surcharges for certain inputs into the Company's operations. Subcontractor transportation costs as a percentage of revenue were higher on a year-over-year basis as the trend of increased sand requirements resulted in higher usage of third party subcontractors to transport sand from the terminal to the wellsite. SG&A expenses increased by 61 percent year-over-year, but remained similar to the prior year as a percentage of revenue. The increase in SG&A expenses primarily relates to higher personnel and recruiting costs associated with organizational growth.
United States
Three Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational and exchange rate information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
331,862 |
153,650 |
116 |
|
Expenses |
||||
Operating |
255,227 |
117,933 |
116 |
|
SG&A |
9,362 |
4,402 |
113 |
|
264,589 |
122,335 |
116 |
||
Operating income(1) |
67,273 |
31,315 |
115 |
|
Operating income (%) |
20.3% |
20.4% |
– |
|
Fracturing revenue per job ($) |
58,740 |
58,849 |
– |
|
Number of fracturing jobs |
5,377 |
2,470 |
118 |
|
Pumping horsepower, end of period (000s) |
676 |
501 |
35 |
|
Coiled tubing revenue per job ($) |
78,980 |
– |
– |
|
Number of coiled tubing jobs |
58 |
– |
– |
|
Coiled tubing units, end of period (#) |
8 |
– |
– |
|
Cementing revenue per job ($) |
37,876 |
39,489 |
(4) |
|
Number of cementing jobs |
302 |
210 |
44 |
|
Cementing units, end of period (#) |
18 |
17 |
6 |
|
US$/C$ average exchange rate(2) |
1.0891 |
1.0385 |
5 |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Source: Bank of Canada |
Revenue
Revenue from Calfrac's United States operations increased to $331.9 million during the third quarter of 2014 from $153.7 million in the comparable quarter of 2013. The growth in the number of fracturing jobs was primarily due to significantly higher activity in the Rockies, Marcellus, Bakken and Eagle Ford as well as a greater proportion of 24-hour operations. Revenue per job was stable year-over-year as the continued adoption of greater service intensity per job offset weaker pricing. In addition, the stronger U.S. dollar increased reported revenue. Sand usage during the third quarter of 2014 increased on a total and per job basis by 154 percent and 17 percent, respectively, over the third quarter of 2013.
Operating Income
Operating income in the United States was $67.3 million for the third quarter of 2014, an increase of 115 percent from the comparative period in 2013. The increase was primarily due to higher activity in the quarter. Operating income as a percentage of revenue was unchanged year-over-year at 20 percent. The gain in operating income was limited due to higher equipment repair costs, subcontractor costs and, to a lesser extent, product costs as larger quantities of sand were required by Calfrac's customers. SG&A increased by 113 percent in the third quarter of 2014 over the same period in the prior year due to higher personnel costs to support the Company's expanded operations and a higher bonus expense, both of which resulted from the increased activity.
Russia
Three Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational and exchange rate information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
43,895 |
42,913 |
2 |
|
Expenses |
||||
Operating |
36,314 |
36,129 |
1 |
|
SG&A |
1,708 |
1,437 |
19 |
|
38,022 |
37,566 |
1 |
||
Operating income(1) |
5,873 |
5,347 |
10 |
|
Operating income (%) |
13.4% |
12.5% |
7 |
|
Fracturing revenue per job ($) |
111,691 |
112,405 |
(1) |
|
Number of fracturing jobs |
323 |
313 |
3 |
|
Pumping horsepower, end of period (000s) |
70 |
54 |
30 |
|
Coiled tubing revenue per job ($) |
53,925 |
59,011 |
(9) |
|
Number of coiled tubing jobs |
145 |
131 |
11 |
|
Coiled tubing units, end of period (#) |
7 |
7 |
– |
|
Rouble/C$ average exchange rate(2) |
0.0300 |
0.0317 |
(5) |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Source: Bank of Canada. |
Revenue
During the third quarter of 2014, the Company's revenue from its Russian operations increased by 2 percent to $43.9 million from $42.9 million in the corresponding three-month period of 2013. The increase was mainly due to the Company expanding its operations into Usinsk during 2014, which offset a decline in activity in the Nefteugansk region. During the third quarter of 2014, approximately 17 percent of the Company's total fracturing jobs were multi-stage completions within horizontal wellbores versus 32 percent in the comparable quarter of 2013. The decline was due to a reduction in activity for one of the Company's customers that was primarily involved in the use of multi-stage completions.
Operating Income
Operating income in Russia was $5.9 million during the third quarter of 2014 compared to $5.4 million in the corresponding period of 2013. The modest increase was due to a reduction in proppant and chemicals costs resulting from smaller job sizes and technical efficiencies leading to lower consumption. SG&A expenses increased by 19 percent in the third quarter of 2014 due to the addition of the Company's fourth Russian operating base, which is located in Usinsk.
Latin America
Three Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational and exchange rate information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
39,606 |
24,392 |
62 |
|
Expenses |
||||
Operating |
30,579 |
22,499 |
36 |
|
SG&A |
3,662 |
2,392 |
53 |
|
34,241 |
24,891 |
38 |
||
Operating income (loss)(1) |
5,365 |
(499) |
1,175 |
|
Operating income (loss) (%) |
13.5% |
-2.0% |
775 |
|
Pumping horsepower, end of period (000s) |
102 |
81 |
26 |
|
Cementing units, end of period (#) |
13 |
13 |
– |
|
Coiled tubing units, end of period (#) |
4 |
3 |
33 |
|
Mexican peso/C$ average exchange rate(2) |
0.0830 |
0.0805 |
3 |
|
Argentine peso/C$ average exchange rate(2) |
0.1313 |
0.1860 |
(29) |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Source: Bank of Canada. |
Revenue
Calfrac's Latin American operations generated total revenue of $39.6 million during the third quarter of 2014 versus $24.4 million in the comparable three-month period in 2013. The increase was due mainly to the significant growth in activity across all of the Company's service lines in Argentina. This was offset by significantly lower activity in Mexico resulting from budget constraints experienced by the Company's major customer in the region. The Colombian cementing market also remained challenging as permitting and infrastructure issues continued to limit activity.
Operating Income
Operating income in Latin America for the three months ended September 30, 2014 was $5.4 million compared to a loss of $0.5 million in the comparative quarter in 2013. This increase was primarily due to activity growth since the commencement of fracturing operations in Argentina in mid-2013. Offsetting the improvement in operating income were one-time costs in Mexico of $0.4 million as Calfrac rationalized its workforce in response to its short term expectation of lower activity in that country. In addition, the Company reallocated some fracturing equipment to the United States from Mexico.
Corporate
Three Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Expenses |
||||
Operating |
3,247 |
1,602 |
103 |
|
SG&A |
14,256 |
11,628 |
23 |
|
17,503 |
13,230 |
32 |
||
Operating loss(1) |
(17,503) |
(13,230) |
32 |
|
% of Revenue |
2.5% |
3.4% |
(26) |
(1) |
Refer to "Non-GAAP Measures" on page 6 for further information. |
Operating Loss
The 32 percent increase in corporate expenses from the third quarter of 2013 was mainly due to a higher year-over-year bonus provision combined with higher personnel expenses and professional fees. The increase was offset partially by lower stock-based compensation expenses of $1.5 million resulting from a lower share price at the end of the quarter. The operating loss declined substantially as a percentage of revenue in response to the strong period-over-period growth in the Company's overall revenue.
Depreciation
For the three months ended September 30, 2014, depreciation expense increased by 27 percent to $35.5 million from $27.8 million in the corresponding quarter of 2013. The increase was mainly a result of the acquisition of assets from Mission Well Services LLC ("Mission") at the beginning of the fourth quarter of 2013 combined with asset additions in Argentina and the United States.
Foreign Exchange Losses or Gains
The Company recorded a foreign exchange loss of $5.8 million during the third quarter of 2014 versus $5.0 million in the comparative three-month period of 2013. Foreign exchange gains and losses arise primarily from the translation of net monetary assets or liabilities that were held in United States dollars in Canada, Russia and Latin America. The Company's third-quarter 2014 foreign exchange loss was largely attributable to the translation of United States dollar-denominated liabilities held in Russia, Mexico and Argentina. The United States dollar strengthened against all of the Company's other functional currencies since the end of the second quarter resulting in a foreign exchange loss. The loss was partially offset by a gain on United States dollar-denominated assets held in Canada.
Interest
The Company's net interest expense of $14.7 million for the third quarter of 2014 was $4.6 million higher than in the comparable period of 2013. The increase was related to the issuance of an additional US$150.0 million of Calfrac's 7.50 percent senior notes to finance the acquisition of assets from Mission combined with a weaker Canadian dollar relative to the United States dollar quarter-over-quarter. Loans related to Calfrac's revolving credit facility were higher during the third quarter of 2014 than in the comparable period of 2013. Additional short-term borrowing in Latin America to fund the operational expansion in Argentina combined with higher interest rates also contributed to the increase in interest expense during the quarter.
Income Tax Expenses
The Company recorded income tax expense of $24.7 million during the third quarter of 2014 compared to $3.3 million in the comparable period of 2013. The increase in total income tax expense was primarily due to significantly increased profitability in the United States and Canada combined with improved profitability in Argentina. In addition, the Company recorded a $1.1 million tax adjustment in Canada during the quarter that related to prior periods. The effective tax rate, excluding one-time adjustments, was 34 percent during the third quarter of 2014 compared to 36 percent in the comparable period in 2013.
Summary of Quarterly Results
Three Months Ended |
Dec. 31, |
Mar. 31, |
June 30, |
Sept. 30, |
Dec. 31, |
Mar. 31, |
June 30, |
Sept. 30, |
|
2012 |
2013 |
2013 |
2013 |
2013 |
2014 |
2014 |
2014 |
||
(unaudited) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
|
Financial (C$000s, except per share and operating data) |
|||||||||
Revenue |
367,487 |
423,397 |
288,701 |
388,662 |
463,054 |
547,638 |
502,957 |
697,440 |
|
Operating income(1) |
43,218 |
62,670 |
16,307 |
51,683 |
57,416 |
64,117 |
44,833 |
126,058 |
|
Per share – basic(2) |
0.48 |
0.69 |
0.18 |
0.56 |
0.62 |
0.69 |
0.48 |
1.33 |
|
Per share – diluted(2) |
0.48 |
0.69 |
0.18 |
0.56 |
0.62 |
0.68 |
0.47 |
1.32 |
|
Net income (loss) attributable |
|||||||||
to the shareholders of Calfrac |
11,243 |
24,645 |
(14,584) |
6,089 |
11,764 |
8,946 |
(12,905) |
44,465 |
|
Per share – basic(2) |
0.13 |
0.28 |
(0.16) |
0.07 |
0.13 |
0.10 |
(0.14) |
0.47 |
|
Per share – diluted(2) |
0.13 |
0.27 |
(0.16) |
0.07 |
0.13 |
0.10 |
(0.14) |
0.46 |
|
Capital expenditures |
55,694 |
43,989 |
46,618 |
34,683 |
45,227 |
27,331 |
35,312 |
62,909 |
|
Working capital (end of period) |
322,857 |
332,241 |
319,982 |
292,854 |
319,934 |
338,916 |
334,320 |
393,653 |
|
Total equity (end of period) |
780,759 |
802,581 |
784,247 |
786,933 |
795,207 |
803,904 |
794,615 |
828,537 |
|
Operating (end of period) |
|||||||||
Pumping horsepower (000s) |
977 |
1,013 |
1,025 |
1,025 |
1,194 |
1,215 |
1,217 |
1,235 |
|
Coiled tubing units (#) |
29 |
29 |
29 |
31 |
38 |
34 |
36 |
36 |
|
Cementing units (#) |
26 |
28 |
30 |
30 |
31 |
31 |
31 |
31 |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Comparative amounts were adjusted to reflect the Company's two-for-one common share split that occurred on June 2, 2014. |
Seasonality of Operations
Certain of the Company's Canadian and United States businesses are seasonal. The lowest activity is typically experienced during the second quarter of the year when road weight restrictions are in place due to spring break-up weather conditions and access to well sites in Canada and North Dakota is reduced (refer to "Business Risks – Seasonality" in the 2013 Annual Report).
Foreign Exchange Fluctuations
The Company's consolidated financial statements are reported in Canadian dollars. Accordingly, the quarterly results are directly affected by fluctuations in the United States, Russian, Mexican, Argentinean and Colombian currency exchange rates (refer to "Business Risks – Fluctuations in Foreign Exchange Rates" in the 2013 Annual Report).
Financial Overview – Nine Months Ended September 30, 2014 Versus 2013
Canada
Nine Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
645,964 |
480,002 |
35 |
|
Expenses |
||||
Operating |
521,981 |
380,954 |
37 |
|
SG&A |
15,776 |
12,351 |
28 |
|
537,757 |
393,305 |
37 |
||
Operating income(1) |
108,207 |
86,697 |
25 |
|
Operating income (%) |
16.8% |
18.1% |
(7) |
|
Fracturing revenue per job ($) |
227,308 |
203,104 |
12 |
|
Number of fracturing jobs |
2,687 |
2,244 |
20 |
|
Pumping horsepower, end of period (000s) |
387 |
389 |
(1) |
|
Coiled tubing revenue per job ($) |
29,718 |
25,326 |
17 |
|
Number of coiled tubing jobs |
1,184 |
957 |
24 |
|
Coiled tubing units, end of period (#) |
17 |
21 |
(19) |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
Revenue
Revenue from Calfrac's Canadian operations during the first nine months of 2014 was $646.0 million versus $480.0 million in the comparable period of 2013. The 35 percent increase was primarily due to higher activity mainly in the first and third quarters of 2014. In particular, activity in the Montney, Deep Basin, Duvernay and Viking plays was higher although pricing was considerably weaker during the nine months ended September 30, 2014 than in the same period of 2013. In addition, sand consumption during the first nine months of 2014 increased by 46 percent over the same period in the prior year which contributed to the increase in total and per job revenue.
Operating Income
Operating income in Canada increased by 25 percent to $108.2 million during the first nine months of 2014 from $86.7 million in the same period of 2013. The increase in absolute terms was due to higher activity and greater service intensity per well. The operating margin percentage declined due to a more competitive pricing environment combined with higher subcontractor costs. The increase in subcontractor expenses was due to higher product usage, longer travel distances to job locations, and the impact of a weaker Canadian dollar on product costs.
United States
Nine Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational and exchange rate information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
858,872 |
426,935 |
101 |
|
Expenses |
||||
Operating |
688,695 |
338,697 |
103 |
|
SG&A |
22,513 |
13,709 |
64 |
|
711,208 |
352,406 |
102 |
||
Operating income(1) |
147,664 |
74,529 |
98 |
|
Operating income (%) |
17.2% |
17.5% |
(2) |
|
Fracturing revenue per job ($) |
58,060 |
58,572 |
(1) |
|
Number of fracturing jobs |
14,123 |
6,908 |
104 |
|
Pumping horsepower, end of period (000s) |
676 |
501 |
35 |
|
Coiled tubing revenue per job ($) |
63,581 |
– |
– |
|
Number of coiled tubing jobs |
142 |
– |
– |
|
Coiled tubing units, end of period (#) |
8 |
– |
– |
|
Cementing revenue per job ($) |
37,510 |
34,816 |
8 |
|
Number of cementing jobs |
796 |
641 |
24 |
|
Cementing units, end of period (#) |
18 |
17 |
6 |
|
US$/C$ average exchange rate(2) |
1.0944 |
1.0236 |
7 |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Source: Bank of Canada. |
Revenue
Revenue from Calfrac's United States operations during the first nine months of 2014 increased to $858.9 million from $426.9 million in the comparable period of 2013. The increase resulted from significantly higher activity across the Company's operating regions, the addition of operations in the Eagle Ford and a stronger U.S. dollar. Revenue improved in the Rockies, Bakken, Marcellus and Fayetteville due to an increase in job sizes combined with more multi-stage pad work and 24-hour operations. This was partially offset by weaker overall pricing in the United States.
Operating Income
Operating income in the United States was $147.7 million for the nine months ended September 30, 2014 compared to $74.5 million in the first nine months of 2013. The increase was primarily due to higher utilization throughout 2014 partially offset by higher subcontractor transportation costs as greater quantities of sand were required by Calfrac's customers. The sand consumption also increased repair and maintenance expense which reduced operating income as a percentage of revenue. Sand consumption in the first nine months of 2014 increased by 116 percent over the same period in the prior year and average tonnage per job increased 6 percent. Operating income as a percentage of revenue in the first nine months of 2014 was consistent with the comparative period of 2013.
Russia
Nine Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational and exchange rate information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
134,018 |
117,379 |
14 |
|
Expenses |
||||
Operating |
115,311 |
101,964 |
13 |
|
SG&A |
4,795 |
4,721 |
2 |
|
120,106 |
106,685 |
13 |
||
Operating income(1) |
13,912 |
10,694 |
30 |
|
Operating income (%) |
10.4% |
9.1% |
14 |
|
Fracturing revenue per job ($) |
115,839 |
105,627 |
10 |
|
Number of fracturing jobs |
939 |
900 |
4 |
|
Pumping horsepower, end of period (000s) |
70 |
54 |
30 |
|
Coiled tubing revenue per job ($) |
56,478 |
57,511 |
(2) |
|
Number of coiled tubing jobs |
447 |
388 |
15 |
|
Coiled tubing units, end of period (#) |
7 |
7 |
– |
|
Rouble/C$ average exchange rate(2) |
0.0309 |
0.0324 |
(5) |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Source: Bank of Canada. |
Revenue
During the first nine months of 2014, the Company's revenue from Russian operations increased by 14 percent to $134.0 million from $117.4 million in the corresponding period of 2013. The increase was mainly due to the commencement of operations at Calfrac's fourth Russian operating base, which is located in Usinsk, where larger fracturing jobs are typically performed. Coiled tubing activity increased in Khanty-Mansiysk as a result of customer requirements, but was offset by a reduction in coiled tubing activity in other operating areas due to a greater number of horizontal well completions.
Operating Income
Operating income in Russia in the first nine months of 2014 was $13.9 million compared to $10.7 million in the corresponding period of 2013. The increase was primarily a result of improved overall activity combined with higher than average operating margins generated from its Usinsk operations.
Latin America
Nine Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s, except operational and exchange rate information) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Revenue |
109,181 |
76,444 |
43 |
|
Expenses |
||||
Operating |
83,586 |
71,563 |
17 |
|
SG&A |
10,574 |
5,194 |
104 |
|
94,160 |
76,757 |
23 |
||
Operating income (loss)(1) |
15,021 |
(313) |
– |
|
Operating income (%) |
13.8% |
-0.4% |
– |
|
Pumping horsepower, end of period (000s) |
102 |
81 |
26 |
|
Cementing units, end of period (#) |
13 |
13 |
– |
|
Coiled tubing units, end of period (#) |
4 |
3 |
33 |
|
Mexican peso/C$ average exchange rate(2) |
0.0834 |
0.0807 |
3 |
|
Argentinean peso/C$ average exchange rate(2) |
0.1373 |
0.1941 |
(29) |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
(2) |
Source: Bank of Canada. |
Revenue
Calfrac's Latin America operations generated revenue of $109.2 million during the first nine months of 2014, a 43 percent increase from $76.4 million in the comparable period in 2013. Revenue increased due to significantly higher fracturing activity in Argentina combined with greater cementing and coiled tubing activity in that country. The increase was partly offset by significantly lower activity in Mexico resulting from customer budget constraints and lower activity in Colombia as a result of infrastructure and permitting issues.
Operating Income
For the nine months ended September 30, 2014, Calfrac's Latin America division generated operating income of $15.0 million compared to a loss of $0.3 million in the comparative period in 2013. The increase in operating income was primarily due to higher fracturing and cementing activity in Argentina, partially offset by low utilization in Mexico and Colombia.
Corporate
Nine Months Ended September 30, |
2014 |
2013 |
Change |
|
(C$000s) |
($) |
($) |
(%) |
|
(unaudited) |
||||
Expenses |
||||
Operating |
7,667 |
6,379 |
20 |
|
SG&A |
42,129 |
34,568 |
22 |
|
49,796 |
40,947 |
22 |
||
Operating loss(1) |
(49,796) |
(40,947) |
22 |
|
% of Revenue |
2.8% |
3.7% |
(24) |
(1) |
Refer to "Non-GAAP Measures" on page 17 for further information. |
Operating Loss
The 22 percent increase in corporate expenses for the nine months ended September 30, 2014 over the comparative period in 2013 was mainly due to higher personnel costs and a larger provision for annual bonuses. Also contributing to the increase in SG&A was a $1.3 million increase in stock-based compensation expense resulting from additional restricted share units vesting and a higher stock price during 2014. The operating loss declined substantially as a percentage of revenue due to the significant increase in the Company's overall revenue.
Depreciation
For the nine months ended September 30, 2014, depreciation expense increased by 32 percent to $103.4 million from $78.6 million in the corresponding period of 2013. The increase is mainly a result of the acquisition of assets from Mission at the beginning of the fourth quarter of 2013 combined with a larger fleet of equipment operating in North America and Argentina.
Foreign Exchange Gains or Losses
The Company recorded a foreign exchange loss of $13.6 million during the first nine months of 2014 versus a loss of $2.7 million in the comparative period of 2013. Foreign exchange gains and losses arise primarily from the translation of net monetary assets or liabilities that were held in United States dollars in Canada, Russia and Latin America. The Company's 2014 foreign exchange loss was largely attributable to the translation of United States dollar-denominated liabilities held in Russia, Argentina and Mexico. The Russian rouble, Argentinean peso and Mexican peso weakened from the beginning of the year, resulting in a consolidated net foreign exchange loss. The loss was partially offset by a gain on United States dollar-denominated assets held in Canada.
Interest
The Company's interest expense during the first nine months of 2014 increased from the comparable period of 2013 by $15.5 million to $44.1 million. The increase was related to the issuance of an additional US$150.0 million of Calfrac's 7.50 percent senior notes to finance the acquisition of assets from Mission, combined with a weaker Canadian dollar relative to the United States dollar. Loans on the Company's revolving credit facility during the first nine months of 2014 were higher than in the comparable period in 2013. Additional short-term borrowing in Latin America to fund the operational expansion in Argentina combined with higher interest rates also contributed to the increase in interest expense.
Income Tax Expenses
The Company recorded income tax expense of $31.2 million during the first nine months of 2014 compared to $6.1 million in the comparable period of 2013. The increase in total income tax expense was primarily due to increased profitability in the United States, Canada and Argentina. In addition, $4.1 million in tax adjustments relating to prior years were recorded during the period, which pertained to Canada and Mexico. The normalized effective tax rate of 37 percent for the first nine months of 2014, versus 29 percent in the comparable period in 2013, resulted from a higher percentage of taxable income in the United States, which has a higher average statutory tax rate.
Liquidity and Capital Resources
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
||||
2014 |
2013 |
2014 |
2013 |
||
(C$000s) |
($) |
($) |
($) |
($) |
|
(unaudited) |
|||||
Cash flows provided by (used in): |
|||||
Operating activities |
99,253 |
100,451 |
146,354 |
145,353 |
|
Financing activities |
13,903 |
(27,436) |
12,032 |
14,036 |
|
Investing activities |
(49,527) |
(36,216) |
(116,317) |
(140,590) |
|
Effect of exchange rate changes on cash and cash equivalents |
5,984 |
(3,994) |
(1,885) |
2,468 |
|
Increase in cash and cash equivalents |
69,613 |
32,805 |
40,184 |
21,267 |
Operating Activities
The Company's cash provided by operating activities for the quarter ended September 30, 2014 was $99.3 million versus $100.5 million in the comparative quarter in 2013. Operating cash flow was bolstered by improved profitability in Canada and the United States offset by additional working capital requirements. At September 30, 2014, Calfrac's working capital was approximately $393.7 million, a 23 percent increase from December 31, 2013. During the third quarter of 2014, the Company collected accounts receivable of US$32.9 million from its customer operating in Mexico that were outstanding for greater than 120 days. Collection of the remaining US$6.6 million is expected during the fourth quarter.
Financing Activities
Net cash provided by financing activities was $13.9 million during the third quarter of 2014 compared to cash used of $27.4 million in the comparable quarter of 2013. During the quarter, the Company drew net $17.5 million on its credit facilities, issued $1.9 million of common shares for cash, received $1.6 million in lease financing (net of payments) and paid cash dividends of $7.0 million.
On October 1, 2014, the Company extended the term of its credit facilities by one year to September 27, 2018. The maturity may be extended by one or more years at the Company's request and lenders' acceptance. The Company also may prepay principal without penalty. The facilities consist of an operating facility of $20.0 million and a syndicated facility of $280.0 million. The interest rates are based on the parameters of certain bank covenants. For prime-based loans and U.S. base-rate loans, the rate ranges from prime or U.S. base rate plus 0.50 percent to prime plus 1.25 percent. For LIBOR-based loans and bankers' acceptance-based loans, the margin thereon ranges from 1.50 percent to 2.25 percent above the respective base rates. As at September 30, 2014, the Company had used $33.1 million of its credit facilities for letters of credit and had $39.8 million outstanding under its credit facility, leaving $227.1 million in available credit.
On October 8, 2013, the Company closed a private offering of US$150.0 million aggregate principal of its 7.50 percent senior notes yielding net proceeds of $150.2 million (US$145.4 million) after applicable discount and debt issuance costs. Fixed interest on the notes is payable semi-annually on June 1 and December 1 of each year. The notes will mature on December 1, 2020. The net proceeds from this offering were used to finance the Mission asset acquisition.
On June 2, 2014, the Company's common shares were split on a two-for-one basis to shareholders of record as of May 23, 2014. Calfrac pays a quarterly dividend of $0.125 per share to shareholders at the discretion of the Board of Directors, which qualify as "eligible dividends" as defined by the Canada Revenue Agency.
Investing Activities
Calfrac's net cash used for investing activities was $49.5 million for the quarter ended September 30, 2014 versus $36.2 million for the same period in 2013. Cash outflows relating to capital expenditures were $49.9 million during 2014 compared to $36.5 million in the comparable period in 2013. Capital expenditures were primarily to support the Company's Canadian, United States and Argentinean fracturing operations.
On July 3, 2014, Calfrac announced its plan to increase its 2014 capital budget to approximately $360.0 million from $150.0 million. The majority of the capital program increase is related to the construction of two fracturing fleets totaling 80,000 horsepower for Calfrac's United States operations, a 35,000 horsepower fracturing fleet for Canada and a 40,000 horsepower fracturing fleet that will operate in the Vaca Muerta shale play in Argentina. In addition, two new twin cementing units will be constructed for Calfrac's Argentina operations. Delivery of the new equipment is expected to begin in early 2015. The increase in capital also includes approximately $38.0 million of additional support and maintenance capital to optimize fleet utilization in North America and Latin America. Approximately $150.0 million of the 2014 capital budget is expected to carry over into 2015, but is subject to review along with the Company's future capital requirements.
Effect of Exchange Rate Changes on Cash and Cash Equivalents
The effect of changes in foreign exchange rates on the Company's cash and cash equivalents during the third quarter of 2014 was a gain of $6.0 million versus a loss of $4.0 million during the comparable period of 2013. These gains relate to cash and cash equivalents held by the Company in a foreign currency.
With its substantial working capital position, available credit facilities and anticipated funds provided by operations, the Company expects to have adequate resources to fund its financial obligations and planned capital expenditures for 2014 and beyond.
At September 30, 2014, the Company had cash and cash equivalents of $82.4 million.
Outstanding Share Data
The Company is authorized to issue an unlimited number of common shares. Employees have been granted options to purchase common shares under the Company's shareholder-approved stock option plan. The number of shares reserved for issuance under the stock option plan is equal to 10 percent of the Company's issued and outstanding common shares. As at November 3, 2014, there were 95,193,719 common shares issued and outstanding, and 4,454,625 options to purchase common shares.
The Company's Dividend Reinvestment Plan allows shareholders to direct that cash dividends paid on all or a portion of their common shares be reinvested in additional common shares that will be issued at 95 percent of the volume-weighted average price of the common shares traded on the Toronto Stock Exchange (TSX) during the last five trading days preceding the relevant dividend payment date.
Advisories
Forward-Looking Statements
In order to provide Calfrac shareholders and potential investors with information regarding the Company and its subsidiaries, including management's assessment of Calfrac's plans and future operations, certain statements contained in this press release, including statements that contain words such as "seek", "anticipates", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "forecast" or similar words suggesting future outcomes, are forward-looking statements.
In particular, forward-looking statements in this press release include, but are not limited to, statements with respect to expected operating strategies and targets, capital expenditure programs and equipment delivery dates, future financial resources, anticipated equipment utilization levels, future oil and natural gas well activity in each of the Company's operating jurisdictions, the impact of economic sanctions on the Company's business, future costs or potential liabilities, projections of market prices and costs, supply and demand for oilfield services, expectations regarding the Company's ability to maintain its competitive position, anticipated benefits of the Company's competitive position, expectations regarding the Company's ability to raise capital, commodity prices, anticipated outcomes of specific events, trends in and the growth prospects of the global oil and natural gas industry, the Company's growth prospects including, without limitation, its international growth strategy and prospects, and the impact of changes in accounting policies and standards on the Company and its financial statements. These statements are derived from certain assumptions and analyses made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors that it believes are appropriate in the circumstances, including, but not limited to, the general stability of the economic and political environment in which the Company operates, the Company's expectations for its current and prospective customers' capital budgets and geographical areas of focus, the Company's existing contracts and the status of current negotiations with key customers and suppliers, the focus of the Company's customers on oil and liquids-rich plays in the current natural gas pricing environment in North America, the effect unconventional gas projects have had on supply and demand fundamentals for natural gas and the likelihood that the current tax and regulatory regimes will remain substantially unchanged.
Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from the Company's expectations. Such risk factors include: general economic conditions in Canada, the United States, Russia, Mexico, Argentina and Colombia; the demand for fracturing and other stimulation services during drilling and completion of oil and natural gas wells; volatility in market prices for oil and natural gas and the effect of this volatility on the demand for oilfield services generally; regional competition; liabilities and risks, including environmental liabilities and risks, inherent in oil and natural gas operations; changes in legislation and the regulatory environment; sourcing, pricing and availability of raw materials, component parts, equipment, suppliers, facilities and skilled personnel; the ability to integrate technological advances and match advances by competitors; the availability of capital on satisfactory terms; intellectual property risks; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; dependence on, and concentration of, major customers; the creditworthiness and performance by the Company's counterparties and customers; liabilities and risks associated with prior operations; the effect of accounting pronouncements issued periodically; failure to realize anticipated benefits of acquisitions and dispositions; and currency exchange rate risk. Further information about these and other risks and uncertainties may be found under "Business Risks" in the Company's most recently filed Annual Information Form.
Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and there can be no assurance that actual results or developments anticipated by the Company will be realized, or that they will have the expected consequences or effects on the Company or its business or operations. These statements speak only as of the respective date of this press release or the document incorporated by reference herein. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable securities laws.
Business Risks
The business of Calfrac is subject to certain risks and uncertainties. Prior to making any investment decision regarding Calfrac, investors should carefully consider, among other things, the risk factors set forth in the Company's most recently filed Annual Information Form, which are specifically incorporated by reference herein.
The Annual Information Form is available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), which can be accessed at www.sedar.com. Copies of the Annual Information Form may also be obtained on request without charge from Calfrac at 411 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1E3, or at www.calfrac.com, or by facsimile at 403-266-7381.
Non-GAAP Measures
Certain supplementary measures in this press release do not have any standardized meaning as prescribed under IFRS and are therefore considered non-GAAP measures. These measures may not be comparable to similar measures presented by other entities. These measures have been described and presented in this press release in order to provide shareholders and potential investors with additional information regarding the Company's financial results, liquidity and its ability to generate funds to finance its operations. Management's use of these measures has been disclosed further in this press release as these measures are discussed and presented.
Additional Information
Further information regarding Calfrac Well Services Ltd., including the most recently filed Annual Information Form, can be accessed on the Company's website at www.calfrac.com or under the Company's public filings found at www.sedar.com.
Third Quarter Conference Call
Calfrac will be conducting a conference call for interested analysts, brokers, investors and news media representatives to review its 2014 third quarter results at 10:00 a.m. (Mountain Time) on Wednesday, November 5, 2014. The conference call dial-in number is 1-888-231-8191 or 647-427-7450. The seven-day replay numbers are 1-855-859-2056 or 416-849-0833 (once connected, enter 16134187). A webcast of the conference call may be accessed via the Company's website at www.calfrac.com.
CONSOLIDATED BALANCE SHEETS
September 30, |
December 31, |
||
As at |
2014 |
2013 |
|
(C$000s) (unaudited) |
($) |
($) |
|
ASSETS |
|||
Current assets |
|||
Cash and cash equivalents |
82,379 |
42,195 |
|
Accounts receivable |
493,747 |
395,845 |
|
Income taxes recoverable |
– |
1,146 |
|
Inventories |
170,832 |
134,140 |
|
Prepaid expenses and deposits |
19,705 |
17,189 |
|
766,663 |
590,515 |
||
Non-current assets |
|||
Property, plant and equipment |
1,286,108 |
1,245,009 |
|
Goodwill |
10,523 |
10,523 |
|
Deferred income tax assets |
26,754 |
23,884 |
|
Total assets |
2,090,048 |
1,869,931 |
|
LIABILITIES AND EQUITY |
|||
Current liabilities |
|||
Accounts payable and accrued liabilities |
350,243 |
245,899 |
|
Income taxes payable |
2,654 |
– |
|
Bank loan (note 3) |
19,276 |
24,298 |
|
Current portion of long-term debt (note 4) |
411 |
384 |
|
Current portion of finance lease obligation (note 5) |
426 |
– |
|
373,010 |
270,581 |
||
Non-current liabilities |
|||
Long-term debt (note 4) |
701,424 |
651,553 |
|
Finance lease obligation (note 5) |
1,147 |
– |
|
Other long-term liabilities |
32 |
198 |
|
Deferred income tax liabilities |
185,898 |
152,392 |
|
Total liabilities |
1,261,511 |
1,074,724 |
|
Equity attributable to the shareholders of Calfrac |
|||
Capital stock (note 6) |
371,882 |
332,287 |
|
Contributed surplus (note 7) |
23,899 |
27,658 |
|
Loan receivable for purchase of common shares (note 12) |
(2,500) |
(2,500) |
|
Retained earnings |
445,328 |
440,179 |
|
Accumulated other comprehensive loss |
(9,284) |
(839) |
|
829,325 |
796,785 |
||
Non-controlling interest |
(788) |
(1,578) |
|
Total equity |
828,537 |
795,207 |
|
Total liabilities and equity |
2,090,048 |
1,869,931 |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
||||
2014 |
2013 |
2014 |
2013 |
||
(C$000s, except per share data) (unaudited) |
($) |
($) |
($) |
($) |
|
Revenue |
697,440 |
388,662 |
1,748,035 |
1,100,760 |
|
Cost of sales (note 13) |
570,547 |
340,382 |
1,520,638 |
978,154 |
|
Gross profit |
126,893 |
48,280 |
227,397 |
122,606 |
|
Expenses |
|||||
Selling, general and administrative |
36,290 |
24,408 |
95,787 |
70,542 |
|
Foreign exchange losses |
5,807 |
4,993 |
13,585 |
2,700 |
|
Loss (gain) on disposal of property, plant and equipment |
758 |
(172) |
1,481 |
(306) |
|
Interest |
14,691 |
10,064 |
44,075 |
28,552 |
|
57,546 |
39,293 |
154,928 |
101,488 |
||
Income before income tax |
69,347 |
8,987 |
72,469 |
21,118 |
|
Income tax expense |
|||||
Current |
5,077 |
1,313 |
8,483 |
3,039 |
|
Deferred |
19,620 |
1,941 |
22,764 |
3,097 |
|
24,697 |
3,254 |
31,247 |
6,136 |
||
Net income for the period |
44,650 |
5,733 |
41,222 |
14,982 |
|
Net income (loss) attributable to: |
|||||
Shareholders of Calfrac |
44,465 |
6,089 |
40,506 |
16,150 |
|
Non-controlling interest |
185 |
(356) |
716 |
(1,168) |
|
44,650 |
5,733 |
41,222 |
14,982 |
||
Earnings per share (note 6) |
|||||
Basic |
0.47 |
0.07 |
0.43 |
0.18 |
|
Diluted |
0.46 |
0.07 |
0.43 |
0.18 |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
||||||||
2014 |
2013 |
2014 |
2013 |
||||||
(C$000s) (unaudited) |
($) |
($) |
($) |
($) |
|||||
Net income for the period |
44,650 |
5,733 |
41,222 |
14,982 |
|||||
Other comprehensive income (loss) |
|||||||||
Items that may be subsequently reclassified |
|||||||||
to profit or loss: |
|||||||||
Change in foreign currency translation |
|||||||||
adjustment |
(6,765) |
514 |
(8,371) |
(735) |
|||||
Comprehensive income for the period |
37,885 |
6,247 |
32,851 |
14,247 |
|||||
Comprehensive income (loss) attributable to: |
|||||||||
Shareholders of Calfrac |
37,702 |
6,564 |
32,061 |
15,422 |
|||||
Non-controlling interest |
183 |
(317) |
790 |
(1,175) |
|||||
37,885 |
6,247 |
32,851 |
14,247 |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Equity Attributable to the Shareholders of Calfrac |
|||||||||
Share Capital |
Contributed Surplus |
Loan Receivable for Purchase of Common Shares |
Accumulated Other Comprehensive Income (Loss) |
Retained Earnings |
Total |
Non- Controlling Interest |
Total Equity |
||
(C$000s) (unaudited) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
|
Balance – January 1, 2014 |
332,287 |
27,658 |
(2,500) |
(839) |
440,179 |
796,785 |
(1,578) |
795,207 |
|
Net income |
– |
– |
– |
– |
40,506 |
40,506 |
716 |
41,222 |
|
Other comprehensive income (loss): |
|||||||||
Cumulative translation adjustment |
– |
– |
– |
(8,445) |
– |
(8,445) |
74 |
(8,371) |
|
Comprehensive income (loss) |
– |
– |
– |
(8,445) |
40,506 |
32,061 |
790 |
32,851 |
|
Stock options: |
|||||||||
Stock-based compensation recognized |
– |
2,994 |
– |
– |
– |
2,994 |
– |
2,994 |
|
Proceeds from issuance of shares |
26,478 |
(6,753) |
– |
– |
– |
19,725 |
– |
19,725 |
|
Dividend Reinvestment Plan shares |
|||||||||
issued (note 18) |
13,117 |
– |
– |
– |
– |
13,117 |
– |
13,117 |
|
Dividends |
– |
– |
– |
– |
(35,357) |
(35,357) |
– |
(35,357) |
|
Balance – September 30, 2014 |
371,882 |
23,899 |
(2,500) |
(9,284) |
445,328 |
829,325 |
(788) |
828,537 |
|
Balance – January 1, 2013 |
300,451 |
27,546 |
(2,500) |
(2,403) |
458,543 |
781,637 |
(878) |
780,759 |
|
Net income (loss) |
– |
– |
– |
– |
16,150 |
16,150 |
(1,168) |
14,982 |
|
Other comprehensive income (loss): |
|||||||||
Cumulative translation adjustment |
– |
– |
– |
(728) |
– |
(728) |
(7) |
(735) |
|
Comprehensive income (loss) |
– |
– |
– |
(728) |
16,150 |
15,422 |
(1,175) |
14,247 |
|
Stock options: |
|||||||||
Stock-based compensation recognized |
– |
4,379 |
– |
– |
– |
4,379 |
– |
4,379 |
|
Proceeds from issuance of shares |
20,587 |
(5,200) |
– |
– |
– |
15,387 |
– |
15,387 |
|
Dividend Reinvestment Plan shares |
|||||||||
Issued (note 18) |
6,421 |
– |
– |
– |
– |
6,421 |
– |
6,421 |
|
Dividends |
– |
– |
– |
– |
(34,378) |
(34,378) |
– |
(34,378) |
|
Non-controlling interest contribution |
– |
– |
– |
– |
– |
– |
118 |
118 |
|
Dilution of non-controlling interest |
– |
– |
– |
– |
(325) |
(325) |
325 |
– |
|
Balance – September 30, 2013 |
327,459 |
26,725 |
(2,500) |
(3,131) |
439,990 |
788,543 |
(1,610) |
786,933 |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
|||||||
2014 |
2013 |
2014 |
2013 |
|||||
(C$000s) (unaudited) |
($) |
($) |
($) |
($) |
||||
CASH FLOWS PROVIDED BY (USED IN) |
||||||||
OPERATING ACTIVITIES |
||||||||
Net income for the period |
44,650 |
5,733 |
41,222 |
14,982 |
||||
Adjusted for the following: |
||||||||
Depreciation |
35,455 |
27,811 |
103,398 |
78,596 |
||||
Stock-based compensation |
1,207 |
1,518 |
2,994 |
4,379 |
||||
Unrealized foreign exchange losses |
2,108 |
4,256 |
10,933 |
1,670 |
||||
Loss (gain) on disposal of property, plant and equipment |
758 |
(172) |
1,481 |
(306) |
||||
Interest |
14,691 |
10,064 |
44,075 |
28,552 |
||||
Deferred income taxes |
19,620 |
1,941 |
22,764 |
3,097 |
||||
Interest paid |
(1,279) |
(1,423) |
(29,454) |
(19,384) |
||||
Changes in items of working capital (note 10) |
(17,957) |
50,723 |
(51,059) |
33,767 |
||||
Cash flows provided by operating activities |
99,253 |
100,451 |
146,354 |
145,353 |
||||
FINANCING ACTIVITIES |
||||||||
Bank loan proceeds |
5,825 |
3,874 |
13,838 |
16,423 |
||||
Issuance of long-term debt, net of debt issuance costs |
32,042 |
(205) |
56,498 |
25,715 |
||||
Issuance of finance lease obligation |
1,648 |
– |
1,648 |
– |
||||
Bank loan repayments |
(4,330) |
– |
(14,281) |
– |
||||
Long-term debt repayments |
(16,068) |
(26,085) |
(43,343) |
(26,323) |
||||
Finance lease obligation repayments |
(90) |
– |
(90) |
(740) |
||||
Net proceeds on issuance of common shares |
1,891 |
3,139 |
19,725 |
15,387 |
||||
Dividends paid, net of DRIP (note 18) |
(7,015) |
(8,159) |
(21,963) |
(16,426) |
||||
Cash flows provided by (used in) financing activities |
13,903 |
(27,436) |
12,032 |
14,036 |
||||
INVESTING ACTIVITIES |
||||||||
Purchase of property, plant and equipment (note 10) |
(49,864) |
(36,498) |
(117,260) |
(141,794) |
||||
Proceeds on disposal of property, plant and equipment |
337 |
282 |
943 |
1,086 |
||||
Other |
– |
– |
– |
118 |
||||
Cash flows used in investing activities |
(49,527) |
(36,216) |
(116,317) |
(140,590) |
||||
Effect of exchange rate changes on cash and cash equivalents |
5,984 |
(3,994) |
(1,885) |
2,468 |
||||
Increase in cash and cash equivalents |
69,613 |
32,805 |
40,184 |
21,267 |
||||
Cash and cash equivalents, beginning of period |
12,766 |
30,943 |
42,195 |
42,481 |
||||
Cash and cash equivalents, end of period |
82,379 |
63,748 |
82,379 |
63,748 |
See accompanying notes to the consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the three and nine months ended September 30, 2014 and 2013
(Amounts in text and tables are in thousands of Canadian dollars, except share data and certain other exceptions as indicated) (unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Calfrac Well Services Ltd. (the "Company") was formed through the amalgamation of Calfrac Well Services Ltd. (predecessor company originally incorporated on June 28, 1999) and Denison Energy Inc. ("Denison") on March 24, 2004 under the Business Corporations Act (Alberta). The registered office is at 411 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1E3. The Company provides specialized oilfield services, including hydraulic fracturing, coiled tubing, cementing and other well completion services to the oil and natural gas industries in Canada, the United States, Russia, Mexico, Argentina and Colombia.
These condensed consolidated interim financial statements were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interpretations by the International Financial Reporting Interpretations Committee (IFRIC). They should be read in conjunction with the annual financial statements for the year ended December 31, 2013. The Company has consistently applied the same accounting policies throughout all periods presented, as if these policies had always been in effect.
These financial statements were approved by the Audit Committee of the Board of Directors for issuance on November 4, 2014.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the most recent annual financial statements.
For purposes of calculating income taxes during interim periods, the Company utilizes estimated annualized income tax rates. Current income tax expense is only recognized when taxable income is such that current income taxes become payable.
3. BANK LOAN
The Company's Argentinean subsidiary has two operating lines of credit with a total of ARS145,084 ($19,276) drawn at September 30, 2014 (December 31, 2013 – ARS148,975 ($24,298)). The interest rate ranges from 23.0 percent to 48.0 percent and both lines of credit are secured by bank letters of credit issued on behalf of the Company.
4. LONG-TERM DEBT
September 30, |
December 31, |
||
As at |
2014 |
2013 |
|
(C$000s) |
($) |
($) |
|
US$600,000 senior unsecured notes due December 1, 2020, |
|||
bearing interest at 7.50% payable semi-annually |
672,000 |
638,160 |
|
Less: unamortized debt issuance costs and debt discount |
(10,478) |
(11,161) |
|
661,522 |
626,999 |
||
$280,000 extendible revolving credit facility, secured by |
|||
Canadian and U.S. assets of the Company |
39,760 |
24,463 |
|
Less: unamortized debt issuance costs |
(1,004) |
(1,291) |
|
38,756 |
23,172 |
||
US$1,390 mortgage maturing May 2018 bearing interest |
|||
at U.S. prime less 1%, repayable at US$33 per month |
|||
principal and interest, secured by certain real property |
1,557 |
1,766 |
|
701,835 |
651,937 |
||
Less: current portion of long-term debt |
(411) |
(384) |
|
701,424 |
651,553 |
The fair value of the senior unsecured notes, as calculated using the closing quoted market price at September 30, 2014, was $707,280 (December 31, 2013 – $652,921). The carrying values of the mortgage obligations and revolving credit facilities approximate their fair values as the interest rates are not significantly different from current interest rates for similar loans.
The interest rate on the $280,000 revolving credit facility is based on the parameters of certain bank covenants. For prime-based loans, the rate ranges from prime plus 0.50 percent to prime plus 1.25 percent. For LIBOR-based loans and bankers' acceptance-based loans, the margin thereon ranges from 1.50 percent to 2.25 percent above the respective base rates for such loans. The facility is repayable on or before its maturity of September 27, 2017, assuming it is not extended. The maturity may be extended by one or more years at the Company's request and lenders' acceptance. The Company may also prepay principal without penalty. Debt issuance costs related to this facility are amortized over its term.
Interest on long-term debt (including the amortization of debt issuance costs and debt discount) for the nine months ended September 30, 2014 was $39,943 (nine months ended September 30, 2013 – $28,031).
The Company also has an extendible operating facility, which includes overdraft protection in the amount of $20,000. The interest rate is based on the parameters of certain bank covenants in the same fashion as the revolving credit facility. Drawdowns under this facility are repayable on September 27, 2017, assuming it is not extended. The term and commencement of principal repayments may be extended by one year on each anniversary at the Company's request and lenders' acceptance. The operating facility is secured by the Company's Canadian and U.S. assets.
At September 30, 2014, the Company had utilized $33,124 of its credit facility for letters of credit and had borrowed $39,760 against this facility, leaving $227,116 in available credit.
On October 1, 2014, the Company extended the term of its credit facilities by one year to September 27, 2018.
5. FINANCE LEASE OBLIGATIONS
September 30, |
December 31, |
||
As at |
2014 |
2013 |
|
(C$000s) |
($) |
($) |
|
Finance lease contracts bearing interest at 20.5%, repayable at |
|||
ARS445 per month, secured by equipment under the lease |
2,115 |
– |
|
Less: interest portion of contractual payments |
(542) |
– |
|
1,573 |
– |
||
Less: current portion of finance lease obligations |
(426) |
– |
|
1,147 |
– |
The carrying values of the finance lease obligations for operating equipment in Argentina approximate their fair values as the interest rates are not significantly different from current rates for similar leases in Argentina.
6. CAPITAL STOCK
Authorized capital stock consists of an unlimited number of common shares.
Nine Months Ended |
Year Ended |
|||
September 30, 2014 |
December 31, 2013 |
|||
Continuity of Common Shares |
Shares |
Amount |
Shares |
Amount |
(#) |
(C$000s) |
(#) |
(C$000s) |
|
Balance, beginning of period |
92,597,148 |
332,287 |
90,041,282 |
300,451 |
Issued upon exercise of stock options |
1,450,775 |
26,478 |
1,793,674 |
21,132 |
Dividend Reinvestment Plan shares issued (note 18) |
770,112 |
13,117 |
762,192 |
10,704 |
Balance, end of period |
94,818,035 |
371,882 |
92,597,148 |
332,287 |
The weighted average number of common shares outstanding for the three months ended September 30, 2014 was 94,568,570 basic and 95,681,061 diluted (three months ended September 30, 2013 – 91,886,588 basic and 92,615,916 diluted). The weighted average number of common shares outstanding for the nine months ended September 30, 2014 was 93,820,017 basic and 94,730,106 diluted (nine months ended September 30, 2013 – 91,155,154 basic and 91,806,776 diluted). The difference between basic and diluted shares is attributable to the dilutive effect of stock options issued by the Company as disclosed in note 8.
On May 8, 2014, the Company's shareholders approved a split of its common shares on a two-for-one basis to all shareholders of record as of May 23, 2014. The weighted average numbers of shares, stock options and share-based plans (such as restricted share units, deferred share units and performance share units) during the period and for all periods presented have been adjusted for this two-for-one share split, without a corresponding change in dollar amounts. Earnings per share have been adjusted to reflect the impact of the two-for-one share split.
7. CONTRIBUTED SURPLUS
Nine Months |
Year Ended |
||
Ended |
December 31, |
||
Continuity of Contributed Surplus |
Sept. 30, 2014 |
2013 |
|
(C$000s) |
($) |
($) |
|
Balance, beginning of period |
27,658 |
27,546 |
|
Stock options expensed |
2,994 |
5,454 |
|
Stock options exercised |
(6,753) |
(5,342) |
|
Balance, end of period |
23,899 |
27,658 |
8. STOCK-BASED COMPENSATION
(a) Stock Options
Nine Months Ended September 30, |
2014 |
2013 |
|||
Average |
Average |
||||
Exercise |
Exercise |
||||
Continuity of Stock Options |
Options |
Price |
Options |
Price |
|
(#) |
(C$) |
(#) |
(C$) |
||
Balance, beginning of period |
5,002,750 |
13.99 |
5,840,824 |
12.84 |
|
Granted |
1,249,600 |
15.79 |
1,401,400 |
12.29 |
|
Exercised for common shares |
(1,450,775) |
13.60 |
(1,733,174) |
8.88 |
|
Forfeited |
(328,550) |
14.54 |
(270,500) |
14.39 |
|
Expired |
– |
– |
(1,250) |
11.24 |
|
Balance, end of period |
4,473,025 |
14.58 |
5,237,300 |
13.92 |
Stock options vest equally over four years and expire five years from the date of grant. The exercise price of outstanding options ranges from $10.37 to $20.81 with a weighted average remaining life of 2.72 years. When stock options are exercised the proceeds, together with the compensation expense previously recorded in contributed surplus, are added to capital stock.
For the nine months ended September 30, 2014, $2,994 of compensation expense was recognized for stock options (nine months ended September 30, 2013 – $4,379) and was included in selling, general and administrative expenses.
(b) Share Units
Nine Months Ended Sept. 30, |
2014 |
2013 |
|||||
Deferred |
Performance |
Restricted |
Deferred |
Performance |
Restricted |
||
Share |
Share |
Share |
Share |
Share |
Share |
||
Continuity of Share Units |
Units |
Units |
Units |
Units |
Units |
Units |
|
(#) |
(#) |
(#) |
(#) |
(#) |
(#) |
||
Balance, beginning of period |
70,000 |
90,000 |
1,027,590 |
70,000 |
90,000 |
494,460 |
|
Granted |
70,000 |
120,000 |
793,000 |
70,000 |
90,000 |
787,450 |
|
Exercised |
(70,000) |
(90,000) |
(391,014) |
(70,000) |
(90,000) |
(164,820) |
|
Forfeited |
– |
– |
(68,344) |
– |
– |
(65,200) |
|
Balance, end of period |
70,000 |
120,000 |
1,361,232 |
70,000 |
90,000 |
1,051,890 |
The Company grants deferred share units to its outside directors. These units vest in November of the year of grant and are settled either in cash (equal to the market value of the underlying shares at the time of exercise) or in Company shares purchased on the open market. The fair value of the deferred share units is recognized equally over the vesting period, based on the current market price of the Company's shares. During the nine months ended September 30, 2014, $916 of compensation expense was recognized for deferred share units (nine months ended September 30, 2013 – $800). This amount is included in selling, general and administrative expenses. At September 30, 2014, the liability pertaining to deferred share units was $912 (December 31, 2013 – $1,085).
The Company grants performance share units to a senior officer who does not participate in the stock option plan. The amount of the grants earned is linked to corporate performance and the grants vest over three years on the approval of the Board of Directors at the meeting held to approve the consolidated financial statements for the year in respect of which performance is being evaluated. As with the deferred share units, performance share units are settled either in cash or Company shares purchased on the open market. During the nine months ended September 30, 2014, $1,356 of compensation expense was recognized for performance share units (nine months ended September 30, 2013 – $1,129). This amount is included in selling, general and administrative expenses. At September 30, 2014, the liability pertaining to performance share units was $1,130 (December 31, 2013 – $1,395).
The Company grants restricted share units to its employees. These units vest equally over three years and are settled either in cash (equal to the market value of the underlying shares at the time of exercise) or in Company shares purchased on the open market. The fair value of the restricted share units is recognized over the vesting period, based on the current market price of the Company's shares. During the nine months ended September 30, 2014, $9,497 of compensation expense was recognized for restricted share units (nine months ended September 30, 2013 – $7,168). This amount is included in selling, general and administrative expenses. At September 30, 2014, the liability pertaining to restricted share units was $14,112 (December 31, 2013 – $10,696).
Changes in the Company's obligations under the deferred, performance and restricted share unit plans, which arise from fluctuations in the market value of the Company's shares underlying these compensation programs, are recorded as the share value changes.
9. FINANCIAL INSTRUMENTS
Financial instruments included in the Company's consolidated balance sheets are comprised of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, bank loan, long-term debt and finance lease obligations.
The fair values of financial instruments included in the consolidated balance sheets, except long-term debt, approximate their carrying amounts due to the short-term maturity of those instruments. The fair value of the senior unsecured notes based on the closing market price at September 30, 2014 was $707,280 before deduction of unamortized debt issuance costs (December 31, 2013 – $652,921). The carrying value of the senior unsecured notes at September 30, 2014 was $672,000 before deduction of unamortized debt issuance costs and debt discount (December 31, 2013 – $638,160). The fair values of the remaining long-term debt instruments and finance lease obligations approximate their carrying values, as described in notes 4 and 5.
10. SUPPLEMENTAL CASH FLOW INFORMATION
Changes in non-cash operating assets and liabilities are as follows:
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
|||
2014 |
2013 |
2014 |
2013 |
|
(C$000s) |
||||
Accounts receivable |
(99,212) |
14,488 |
(97,902) |
22,114 |
Income taxes payable (recoverable) |
2,396 |
434 |
3,800 |
(2,247) |
Inventory |
(22,911) |
994 |
(36,691) |
4,104 |
Prepaid expenses and deposits |
(608) |
(2,356) |
(2,517) |
(9,717) |
Accounts payable and accrued liabilities |
102,433 |
37,218 |
82,416 |
19,695 |
Other long-term liabilities |
(55) |
(55) |
(165) |
(182) |
(17,957) |
50,723 |
(51,059) |
33,767 |
Purchase of property, plant and equipment is comprised of:
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
|||
2014 |
2013 |
2014 |
2013 |
|
(C$000s) |
||||
Property, plant and equipment additions |
(62,909) |
(34,683) |
(125,825) |
(125,290) |
Changes in liabilities related to the purchase |
||||
of property, plant and equipment |
13,045 |
(1,815) |
8,565 |
(16,504) |
(49,864) |
(36,498) |
(117,260) |
(141,794) |
11. CAPITAL STRUCTURE
The Company's capital structure is comprised of shareholders' equity and debt. The Company's objectives in managing capital are (i) to maintain flexibility so as to preserve its access to capital markets and its ability to meet its financial obligations, and (ii) to finance growth, including potential acquisitions.
The Company manages its capital structure and makes adjustments in light of changing market conditions and new opportunities, while remaining cognizant of the cyclical nature of the oilfield services sector. To maintain or adjust its capital structure, the Company may revise its capital spending, adjust dividends paid to shareholders, issue new shares or new debt or repay existing debt.
The Company monitors its capital structure and financing requirements using, amongst other parameters, the ratio of net debt to operating income. Operating income for this purpose is calculated on a 12-month trailing basis and is defined as follows:
September 30, |
December 31, |
||
For the Twelve Months Ended |
2014 |
2013 |
|
(C$000s) |
($) |
($) |
|
Net income |
52,973 |
26,733 |
|
Adjusted for the following: |
|||
Depreciation |
134,808 |
110,006 |
|
Interest |
57,508 |
41,985 |
|
Foreign exchange losses |
12,068 |
1,183 |
|
Business combination |
2,474 |
2,474 |
|
Loss (gain) on disposal of property, plant and equipment |
273 |
(1,514) |
|
Income taxes |
32,320 |
7,209 |
|
Operating income |
292,424 |
188,076 |
|
Net debt for this purpose is calculated as follows: |
|||
September 30, |
December 31, |
||
2014 |
2013 |
||
(C$000s) |
($) |
($) |
|
Long-term debt, net of debt issuance costs and debt discount (note 4) |
701,835 |
651,937 |
|
Bank loan (note 3) |
19,276 |
24,298 |
|
Finance lease obligation (note 5) |
1,573 |
– |
|
Less: cash and cash equivalents |
(82,379) |
(42,195) |
|
Net debt |
640,305 |
634,040 |
The ratio of net debt to operating income does not have a standardized meaning under IFRS and may not be comparable to similar measures used by other companies.
At September 30, 2014, the net debt to operating income ratio was 2.19:1 (December 31, 2013 – 3.37:1) calculated on a 12-month trailing basis as follows:
September 30, |
December 31, |
|
For the Twelve Months Ended |
2014 |
2013 |
(C$000s, except ratio) |
($) |
($) |
Net debt |
640,305 |
634,040 |
Operating income |
292,424 |
188,076 |
Net debt to operating income ratio |
2.19:1 |
3.37:1 |
The Company is subject to certain financial covenants relating to working capital, leverage and the generation of cash flow in respect of its operating and revolving credit facilities. These covenants are monitored on a monthly basis. The Company is in compliance with all such covenants.
The Company's capital management objectives and targets remain unchanged from prior periods. However, the evaluation measure was changed from prior periods as the net debt to operating income ratio was adopted in the third quarter of 2014.
12. RELATED-PARTY TRANSACTIONS
In November 2010, the Company provided a $2,500 loan to a senior officer to purchase common shares of the Company on the Toronto Stock Exchange. The loan is on a non-recourse basis and is secured by the common shares acquired with the loan proceeds. It is for a term of five years and bears interest at 3.375 percent per annum, payable annually. The market value of the shares that secure the loan was approximately $2,941 as at September 30, 2014 (December 31, 2013 – $2,623). In accordance with applicable accounting standards regarding share purchase loans receivable, this loan is classified as a reduction of shareholders' equity due to its non-recourse nature. In addition, the shares purchased with the loan proceeds are considered to be, in substance, stock options.
The Company leases certain premises from an entity controlled by a director of the Company. The rent charged for these premises for the nine months ended September 30, 2014 was $606 (nine months ended September 30, 2013 – $343), as measured at the exchange amount.
13. PRESENTATION OF EXPENSES
The Company presents its expenses on the consolidated statements of operations using the function of expense method whereby expenses are classified according to their function within the Company. This method was selected as it is more closely aligned with the Company's business structure. The Company's functions under IFRS are as follows:
- operations; and
- selling, general and administrative.
Cost of sales includes direct operating costs (including product costs, direct labour and overhead costs) and depreciation on assets relating to operations.
Additional information on the nature of expenses is as follows:
Nine Months Ended September 30, |
2014 |
2013 |
(C$000s) |
($) |
($) |
Product costs |
516,621 |
333,670 |
Depreciation |
103,398 |
78,596 |
Amortization of debt issuance costs and debt discount |
1,534 |
965 |
Employee benefits expense (note 14) |
384,555 |
274,403 |
14. EMPLOYEE BENEFITS EXPENSE
Employee benefits include all forms of consideration given by the Company in exchange for services rendered by employees.
Nine Months Ended September 30, |
2014 |
2013 |
(C$000s) |
($) |
($) |
Salaries and short-term employee benefits |
365,089 |
257,264 |
Post-employment benefits (group retirement savings plan) |
3,600 |
2,405 |
Share-based payments |
14,764 |
13,475 |
Termination benefits |
1,102 |
1,259 |
384,555 |
274,403 |
15. CONTINGENCIES
Greek Litigation
As a result of the acquisition and amalgamation with Denison in 2004, the Company assumed certain legal obligations relating to Denison's Greek operations.
In 1998, North Aegean Petroleum Company E.P.E. ("NAPC"), a Greek subsidiary of a consortium in which Denison participated (and which is now a majority-owned subsidiary of the Company), terminated employees in Greece as a result of the cessation of its oil and natural gas operations in that country. Several groups of former employees filed claims against NAPC and the consortium alleging that their termination was invalid and that their severance pay was improperly determined.
In 1999, the largest group of plaintiffs received a ruling from the Athens Court of First Instance that their termination was invalid and that salaries in arrears amounting to approximately $9,684 (6,846 euros) plus interest were due to the former employees. This decision was appealed to the Athens Court of Appeal, which allowed the appeal in 2001 and annulled the above-mentioned decision of the Athens Court of First Instance. The said group of former employees filed an appeal with the Supreme Court of Greece, which was heard on May 29, 2007. The Supreme Court of Greece allowed the appeal and sent the matter back to the Athens Court of Appeal for the consideration of the quantum of awardable salaries in arrears. On June 3, 2008, the Athens Court of Appeal rejected NAPC's appeal and reinstated the award of the Athens Court of First Instance, which decision was further appealed to the Supreme Court of Greece. The matter was heard on April 20, 2010 and a decision rejecting such appeal was rendered in June 2010. NAPC is assessing available rights of appeal to any other levels of court in any jurisdiction where such an appeal is warranted. NAPC is also the subject of a claim for approximately $4,049 (2,862 euros) from the Greek social security agency for social security obligations associated with the salaries in arrears that are the subject of the above-mentioned decision and penalties and interest of approximately $4,341 (3,069 euros) payable on such amounts as at September 30, 2014.
The maximum aggregate interest and penalties payable under the claims noted above, as well as three other immaterial claims against NACP, amounted to $22,301 (15,765 euros) as at September 30, 2014.
Management is of the view that it is improbable there will be a material financial impact to the Company as a result of these claims. Consequently, no provision has been recorded in these consolidated financial statements.
U.S. Litigation
A class and collective action complaint was filed against the Company in September 2012 in the United States District Court for the Western District of Pennsylvania. The complaint alleged failure to pay U.S. employees the correct amount of overtime pay required by the Fair Labor Standards Act (FLSA) and the Pennsylvania Minimum Wage Act. In May 2013, the plaintiffs amended their complaint to add a Colorado wage-hour claim. In June 2013, the parties filed a joint stipulation for conditional certification in the FLSA collective action of certain current and former employees as the putative class. Notice of the right to opt-in to the class was mailed to 1,204 current and former employees in September 2013. The opt-in period expired on November 15, 2013 and 359 individuals opted in. A discovery plan approved by the court extended through July 23, 2014. During that period, discovery as to a mutually agreed-upon sample of the conditionally-certified opt-in class occurred.
The Company filed answers to each complaint in a timely manner and believes it has defences to each claim. At this time no motion for final class certification as to the FLSA claim or motion for certification of the Pennsylvania or Colorado state law claims has been filed. Thus no FLSA, Pennsylvania or Colorado class has been certified. Plaintiffs have not claimed or demanded an amount of damages, so at this time it is not possible to predict the amount of any potential liability to the Company. Given the stage of the proceedings and the existence of available defences, no provision has been recorded in the Company's financial statements regarding these claims, since the direction and financial consequences of the claims in the amended complaint cannot be determined at this time. The Company does not have insurance coverage for these claims.
16. SEGMENTED INFORMATION
The Company's activities are conducted in four geographical segments: Canada, the United States, Russia and Latin America. All activities are related to hydraulic fracturing, coiled tubing, cementing and other well completion services for the oil and natural gas industry.
These business segments reflect the Company's management structure and the way its management reviews business performance. The Company evaluates the performance of its operating segments primarily based on operating income, as defined below.
United |
Latin |
|||||
Canada |
States |
Russia |
America |
Corporate |
Consolidated |
|
(C$000s) |
($) |
($) |
($) |
($) |
($) |
($) |
Three Months Ended September 30, 2014 |
||||||
Revenue |
282,077 |
331,862 |
43,895 |
39,606 |
– |
697,440 |
Operating income (loss)(1) |
65,050 |
67,273 |
5,873 |
5,365 |
(17,503) |
126,058 |
Segmented assets |
775,075 |
989,515 |
146,088 |
179,370 |
– |
2,090,048 |
Capital expenditures |
20,759 |
30,080 |
1,413 |
10,657 |
– |
62,909 |
Goodwill |
7,236 |
2,308 |
979 |
– |
– |
10,523 |
Three Months Ended September 30, 2013 |
||||||
Revenue |
167,707 |
153,650 |
42,913 |
24,392 |
– |
388,662 |
Operating income (loss)(1) |
28,750 |
31,315 |
5,347 |
(499) |
(13,230) |
51,683 |
Segmented assets |
690,270 |
604,552 |
143,051 |
158,840 |
– |
1,596,713 |
Capital expenditures |
16,866 |
7,455 |
1,486 |
8,876 |
– |
34,683 |
Goodwill |
7,236 |
2,308 |
979 |
– |
– |
10,523 |
Nine Months Ended September 30, 2014 |
||||||
Revenue |
645,964 |
858,872 |
134,018 |
109,181 |
– |
1,748,035 |
Operating income (loss)(1) |
108,207 |
147,664 |
13,912 |
15,021 |
(49,796) |
235,008 |
Segmented assets |
775,075 |
989,515 |
146,088 |
179,370 |
– |
2,090,048 |
Capital expenditures |
30,928 |
70,296 |
8,013 |
16,315 |
– |
125,552 |
Goodwill |
7,236 |
2,308 |
979 |
– |
– |
10,523 |
Nine Months Ended September 30, 2013 |
||||||
Revenue |
480,002 |
426,935 |
117,379 |
76,444 |
– |
1,100,760 |
Operating income (loss)(1) |
86,697 |
74,529 |
10,694 |
(313) |
(40,947) |
130,660 |
Segmented assets |
690,270 |
604,552 |
143,051 |
158,840 |
– |
1,596,713 |
Capital expenditures |
62,273 |
39,613 |
8,450 |
14,954 |
– |
125,290 |
Goodwill |
7,236 |
2,308 |
979 |
– |
– |
10,523 |
(1) |
Operating income (loss) is defined as net income (loss) before depreciation, interest, foreign exchange gains or losses, gains or losses on disposal of property, plant and equipment, and income taxes. |
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
||||||
2014 |
2013 |
2014 |
2013 |
||||
(C$000s) |
($) |
($) |
($) |
($) |
|||
Net income |
44,650 |
5,733 |
41,222 |
14,982 |
|||
Add back (deduct): |
|||||||
Depreciation |
35,455 |
27,811 |
103,398 |
78,596 |
|||
Interest |
14,691 |
10,064 |
44,075 |
28,552 |
|||
Foreign exchange losses |
5,807 |
4,993 |
13,585 |
2,700 |
|||
Loss (gain) loss on disposal of property, |
|||||||
plant and equipment |
758 |
(172) |
1,481 |
(306) |
|||
Income taxes |
24,697 |
3,254 |
31,247 |
6,136 |
|||
Operating income |
126,058 |
51,683 |
235,008 |
130,660 |
Operating income does not have a standardized meaning under IFRS and may not be comparable to similar measures used by other companies.
The following table sets forth consolidated revenue by service line:
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
|||
2014 |
2013 |
2014 |
2013 |
|
(C$000s) |
($) |
($) |
($) |
($) |
Fracturing |
640,973 |
352,925 |
1,602,733 |
1,000,566 |
Coiled tubing |
31,856 |
19,469 |
79,778 |
50,576 |
Cementing |
20,861 |
13,844 |
57,280 |
38,121 |
Other |
3,750 |
2,424 |
8,244 |
11,497 |
697,440 |
388,662 |
1,748,035 |
1,100,760 |
17. SEASONALITY OF OPERATIONS
Certain of the Company's Canadian and United States businesses are seasonal in nature. The lowest activity levels in these areas are typically experienced during the second quarter of the year when road weight restrictions are in place and access to wellsites in Canada and North Dakota is reduced.
18. DIVIDEND REINVESTMENT PLAN
The Company's Dividend Reinvestment Plan (DRIP) allows shareholders to direct cash dividends paid on all or a portion of their common shares to be reinvested in additional common shares that are issued at 95 percent of the volume-weighted average price of the common shares traded on the Toronto Stock Exchange during the last five trading days preceding the relevant dividend payment date.
A dividend of $0.125 per common share ($11,852) was declared on September 12, 2014, to be paid on October 15, 2014.
A dividend of $0.125 per common share was declared on June 13, 2014 and paid on July 15, 2014. Of the total dividend of $11,806, $4,790 was reinvested under the DRIP into 240,484 common shares of the Company.
A dividend of $0.125 per common share was declared on February 26, 2014 and paid on April 15, 2014. Of the total dividend of $11,699, $4,105 was reinvested under the DRIP into 245,404 common shares of the Company.
A dividend of $0.125 per common share was declared on December 5, 2013 and paid on January 15, 2014. Of the total dividend of $11,575, $4,221 was reinvested under the DRIP into 284,224 common shares of the Company.
A dividend of $0.125 per common share was declared on September 17, 2013 and paid on October 15, 2013. Of the total dividend of $11,531, $4,282 was reinvested under the DRIP into 288,956 common shares of the Company.
A dividend of $0.125 per common share was declared on June 14, 2013 and paid on July 15, 2013. Of the total dividend of $11,472, $3,313 was reinvested under the DRIP into 223,188 common shares of the Company.
A dividend of $0.125 per common share was declared on February 26, 2013 and paid on April 15, 2013. Of the total dividend of $11,375, $3,108 was reinvested under the DRIP into 250,048 common shares of the Company.
SOURCE: Calfrac Well Services Ltd.
Fernando Aguilar, President & Chief Executive Officer, Telephone: 403-266-6000, Fax: 403-266-7381; Michael (Mick) J. McNulty, Chief Financial Officer, Telephone: 403-266-6000, Fax: 403-266-7381; Ian Gillies, Manager, Investor Relations, Telephone: 403-266-6000, Fax: 403-266-7381
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