Horizon North Logistics Inc. Announces Results for the Quarter Ended March 31, 2020

TSX Symbol: HNL

CALGARY, May 11, 2020 /CNW/ - Horizon North Logistics Inc. ("Horizon North" or the "Corporation") reported its financial and operating results for the three months ended March 31, 2020 and 2019.

First Quarter Highlights

• Horizon North's Board of Directors (the "Board") and management team have been closely following the global uncertainty caused by the COVID-19 pandemic as well as diminished commodity prices. Horizon North has taken a number of steps to minimize the negative impacts of these events and maintain its liquidity position, which are outlined under "Outlook - The Global Environment" below;
  
  
• On March 9, 2020, Horizon North and 10647802 Canada Limited, operating as Dexterra Integrated Facilities Management ("Dexterra", a wholly-owned subsidiary of Fairfax Financial Holdings Limited ("Fairfax Financial")), announced an agreement (the "Share Purchase Agreement") to combine the two companies (the "Proposed Transaction"). An information circular describing the transaction is available on Horizon North's profile on SEDAR at www.sedar.com. Management of the Corporation and Dexterra continue to strongly support the Proposed Transaction. Further information is included in the "Outlook" section below;
  
  
• Horizon North had Q1 2020 revenue of $115.0 million and EBITDAS of $8.7 million, a decrease of $13.7 million and $8.7 million, respectively, when compared to Q1 2019. Total loss increased by $26.6 million, to $22.8 million, when compared with the $3.7 million profit in Q1 2019, mainly due to the impairment loss of $21.6 million;
  
  
• The Industrial Services business had Q1 2020 revenue of $83.7 million, an increase of 1% from Q1 2019. EBITDAS for the same period were $16.2 million, a decrease of $0.3 million when compared to Q1 2019;
  
  
• The Modular Solutions business had revenue of $36.3 million for Q1 2020, a 21% decrease from Q1 2019. EBITDAS for the same period were negative $2.8 million, a decrease of $7.2 million from Q1 2019. Backlog exiting the quarter was $75.7 million, compared to $61.7 million at December 31, 2019. The funnel of high-quality, high probability sales opportunities decreased, exiting the quarter at $246.2 million compared to $298.3 million at December 31, 2019;
  
  
• Subsequent to Q1 2020, Horizon North has signed a non-binding letter of intent with CreateTO to design, deliver and install 110 modular units of permanent supportive housing in the first phase of the City of Toronto's pilot initiative, which upon completion, would see up to 250 modular supportive homes constructed in Toronto. Revenue from the first phase of this project is expected to be between $17.0 million and $20.0 million and is not included in the backlog figures quoted above; and
  
  
• In order to improve financial flexibility and to exercise fiscal prudence in light of increased market uncertainty the Board made the decision to pause the Corporation's dividend as of March 11, 2020. The Board will reevaluate the Corporation's dividend policy in conjunction with the Proposed Transaction.

First Quarter Financial Summary

	Three months ended March 31,
(000's except per share amounts)	2020			2019			% change
Revenue	$	115,016		$	128,745		(11)
EBITDAS^(1)	8,706			17,405			(50)
EBITDAS as a % of revenue	8%			14%
Operating income (loss) before impairment	(3,668)			6,328			(158)
Operating income (loss)	(25,218)			6,328			(499)
Operating income (loss) as a % of revenue	(22%)			5%
Net income (loss) before impairment	(4,395)			3,737			(218)
Impairment loss^(2)	(21,550)			—
Tax recovery from impairment loss	3,105			—
Net income (loss)	(22,840)			3,737			(711)
Net comprehensive income (loss)	(22,839)			3,737			(711)
Earnings (loss) per share
Basic	$	(0.14)		$	0.02
Diluted	$	(0.14)		$	0.02
Total assets	$	476,031		$	512,820		(7)
Total loans and borrowings	134,971			35,081			285
Funds flow	8,292			17,998			(54)
Net Capital spending (proceeds)	(1,770)			14,769			(112)
Dividends declared	$	—		$	3,285
Dividends declared per share	$	—		$	0.02

(1)

EBITDAS (Earnings before interest, taxes, depreciation, amortization, share based compensation, impairment and gain/loss on disposal of property, plant and equipment) is not a recognized measure under IFRS. Management believes that in addition to total profit and total comprehensive income, EBITDAS is a useful supplemental earnings measure as it provides an indication of the Corporation's operating performance and it is regularly provided to and reviewed by the Chief Operating Decision Maker. Horizon North's method of calculating EBITDAS may differ from other entities and accordingly, EBITDAS may not be comparable to measures used by other entities.

(2)

Refer to Note 7 of the Q1 2020 Consolidated Financial Statements for further information regarding the impairment loss.

Quarterly Operational Overview

Revenue for Q1 2020 decreased by 11% when compared to Q1 2019, primarily due to decreased throughput in the Modular Solutions segment as well as decreased Rentals & Logistics segment revenues, partially offset by increased camp rental and catering activity in the Camp & Catering segment.

Industrial Services

Revenues from Industrial Services for Q1 2020 increased by 1% compared to Q1 2019 primarily due to increased catering only activity. Catering only activity increased 27% in Q1 2020 compared to Q1 2019, with revenue per catering only day lower by 3% as a result of different contract mix. Rentals & Logistics revenues decreased by 24% in Q1 2020 compared to Q1 2019 primarily due to a decrease in mat rental revenue and equipment sales.

Modular Solutions

Modular Solutions revenues for Q1 2020 were 21% lower than Q1 2019 primarily as a result of decreased activity and backlog in Western Canada, partially offset by the addition of Eastern Canada revenues.

Other Financial Measures 

Horizon North's Q1 2020 EBITDAS decreased by $8.7 million, or 50%, compared to Q1 2019. As a percentage of revenue, EBITDAS were 8% compared to 14% in Q1 2019. The decrease in EBITDAS compared to Q1 2019 was primarily driven by negative EBITDAS in Modular Solutions due to reduced gross margins in Western Canada on projects, including a negative gross margin due to project and execution challenges on a remote location hotel, as well as plant inefficiencies resulting from lower plant utilization and decreased mat rental and equipment sale revenue for Rentals & Logistics. This was partially offset by stronger results in Camp & Catering.

Total Loans and Borrowings, which excludes the lease liabilities under IFRS 16 - Leases ("IFRS 16"), were $135.0 million at March 31, 2020 compared to $108.1 million at December 31, 2019. As a result of the increased debt and lower EBITDAS, the total debt to EBITDAS ratio was 9.14:1:00 at March 31, 2020 compared to 4.67:1:00 at December 31, 2019.

Outlook 

The Global Environment

Like many other businesses, Horizon North is being challenged by the global uncertainty surrounding the COVID-19 pandemic and diminished commodity prices. Horizon North's Board and management team remain focused on keeping the Corporation's employees and customers safe, prioritizing cash flow and responding to customers' needs. In response to the current global environment, Horizon North has taken a number of steps to help mitigate the negative impacts of these events and to maintain its liquidity position through the following:

• Reducing 2020 net capital spending by $20.0 million, including a pause in mat manufacturing, for a net capital spend of $7.0 million;
  
  
• Deferral of spending on the Fairfield by Marriott hotel in Kitimat, British Columbia until 2021;
  
  
• Two month deferral of remaining construction of the temporary construction modular units and large complexes for a client supporting LNG development;
  
  
• A continued pause of the Corporation's dividend;
  
  
• Closely monitoring account receivables and managing working capital;
  
  
• Salary reductions for the Corporation's executive team, including reducing the salaries of the President and Chief Executive Officer, Senior Vice Presidents, and Vice Presidents by 25%, 15% and 10%, respectively, and reducing Board of Director compensation by 25%;
  
  
• Analyzing eligibility for government relief programs related to COVID-19, such as the Canada Emergency Wage Subsidy, for which the Corporation expects to qualify for in April and May 2020. The subsidy calculated for the first bi-weekly pay period the Corporation qualified for beginning April 12, 2020 was $1.7 million;
  
  
• Organizational headcount has been reduced by approximately 40% since year-end including both seasonal and structural adjustments; and
  
  
• Selling idle assets which contributed $6.0 million to net capital proceeds in Q1 2020.

As at March 31, 2020, the Corporation had working capital of $59.4 million, the ability to draw an additional $28.6 million on its credit facility and was in full compliance with all covenants.

On March 9, 2020, Horizon North and Dexterra, a wholly-owned subsidiary of Fairfax Financial, announced the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of closing conditions, as more particularly set out in the Share Purchase Agreement that is available on Horizon North's profile on SEDAR at www.sedar.com. Pursuant to the Proposed Transaction, Horizon North will acquire all of the outstanding shares of Dexterra in exchange for Horizon North issuing such number of common shares of Horizon North ("Horizon North Shares") such that Fairfax Financial will control 49% of Horizon North Shares on a fully-diluted basis after completion of the Proposed Transaction and existing Horizon North shareholders will hold 51% of the combined company.

A special meeting of holders of Horizon North Shares has been called for May 26, 2020 to approve the issuance of the Horizon North Shares in connection with the Proposed Transaction.  As of the date hereof, the parties have received all regulatory approvals in relation to the Proposed Transaction, including receipt of a no-action letter in relation to the Proposed Transaction from the Canadian Competition Bureau and conditional approval from the Toronto Stock Exchange. Completion of the Proposed Transaction is subject to shareholder approval and a number of other customary conditions.

Management of the Corporation and Dexterra continue to strongly support the Proposed Transaction. The Proposed Transaction will combine Horizon North's strong western Canadian focused workforce accommodation and national modular solutions businesses with Dexterra's asset light facilities management platform and central Canadian focused workforce accommodations businesses. This highly complementary platform is expected to better serve current and future customers and the new company will be a leader in support services. The combined entity expects significant cross-selling opportunities across its combined platform as well as annual cost synergies of $5.0 million.

As a result of the Proposed Transaction, the Corporation expects its leverage and liquidity position to be significantly improved as Dexterra is expected to have no debt upon close of the Proposed Transaction and had $16.4 million of EBITDAS in 2019. The Corporation has entered into discussions with its lenders with the intent of negotiating a new credit facility for the combined entity with additional financial flexibility and improved terms.

Operations Outlook

In 2020, Horizon North will continue to diversify both its portfolio of offerings and customer base through its two operating divisions: Industrial Services and Modular Solutions.

The Proposed Transaction is expected to create a leading support services company in Canada that will offer a range of services in light asset facilities management, workforce accommodations, industrial services and modular construction solutions to a broader base of combined customers across a more diversified industry and geographic platform throughout Canada.

Industrial Services

Horizon North is a leading provider of turn-key workforce accommodation, hospitality, access and maintenance services with focus on the following four key areas:

• West Coast Hydrocarbon Terminals/Liquefied Natural Gas
  
  
• Horizon North has completed the first phase of development of its 57-acre parcel of land located in Kitimat, British Columbia and the world-class 736-bed Crossroads Lodge was fully operational in Q1 2020 with no further spend required for the remainder of the year.
  
  
• Activity continues on previously announced contracts to provide equipment, catering, hospitality and operations services for camps in support of construction work on the Coastal GasLink Project in northern British Columbia. Horizon North continues to aggressively pursue opportunities related to additional Western Canadian pipeline infrastructure projects.
  
  
• Horizon North continues to focus on capturing additional opportunities relative to announced and potential projects related to hydrocarbon shipping terminals and LNG projects on the west coast.
  
  
• Montney/Duvernay - Oil and natural gas development and related infrastructure activity in this region was positive in Q1 2020 due to Horizon North's strong market position. However, significant reductions are expected for the remainder of 2020 due to the COVID-19 pandemic and diminished commodity prices. Horizon North is the largest provider of contracted and open camp services in this area and will continue to leverage existing assets, strategic locations and key customer relationships to build market share and position for expected future growth and infrastructure projects in the region.
  
  
• Oil Sands - Horizon North expects to leverage its strong operational footprint and experience to pursue both full turn-key opportunities and long-term catering and hospitality opportunities in existing customer-owned facilities underpinned by prominent relationships with Aboriginal communities north and south of Fort McMurray.
  
  
• Northern Canada - Horizon North has a long history and expertise in providing hospitality, management and maintenance services across Canada's northern regions. Early opportunities within the Northwest Ontario mining and power infrastructure sectors have been captured and we continue to pursue expansion opportunities with key clients in terms of their Arctic development plans. Horizon North will continue to focus on developing and expanding its capabilities and footprint across Canada's highly variable and remote northern regions.

For the Rentals & Logistics segment, the transportation business fleet, mechanical shops, and associated staffing has been significantly rationalized by approximately 50%. This includes the pause in mat manufacturing discussed under "The Global Environment" section.

Modular Solutions 

The Corporation will continue to focus on government sponsored housing with a compliment of industrial and commercial projects in its Modular Solutions segment in 2020. Results for Q1 2020 included the effects of decreased activity and margins in Western Canada as well as decreased backlog which were only partially offset by the addition of NRB Inc. ("NRB"). Horizon North's focus will remain on growing backlog and on optimizing execution of modular construction projects while developing and expanding its product offerings to serve a variety of customers and end markets. In addition, a portion of manufacturing capacity in 2020 will be utilized for modular units and large complexes associated with the Corporation's contract with a client supporting LNG development in British Columbia. As discussed above, development of the Fairfield by Marriott in Kitimat, British Columbia has been deferred until 2021.

The Modular Solutions division is well positioned to benefit from the increased Federal support for affordable and social housing following the Federal election on October 21, 2019 through the demonstrated success of the affordable and social housing strategy and execution in Western Canada in combination with the addition of southern Ontario manufacturing capacity. Horizon North will continue to explore opportunities across the pan-Canadian geography to grow the affordable and social housing backlog and projects and has recently signed a non-binding letter of intent with CreateTO to design, deliver and install 110 modular units of permanent supportive housing in the first phase of the City of Toronto's pilot initiative. Upon completion, this initiative would see up to 250 modular supportive homes constructed in Toronto and revenue from the first phase of this project is expected to be between $17.0 and $20.0 million. 

Our Modular Solutions division has been performing well on affordable and social housing projects, but under performing on hotel projects. Management has taken a number of corrective actions including closure of the Aldergrove facility, temporary shutdown of the Calgary facility and significant reductions in overhead costs. Management expects these changes to improve efficiency and profitability on future hotel projects, and the Modular Solutions division overall.

Additional Information

A copy of the Corporation's condensed consolidated interim financial statements for the three months ended March 31, 2020 and 2019 and related Management's Discussion and Analysis have been filed with the Canadian securities regulatory authorities and are available on SEDAR at www.sedar.com and www.horizonnorth.ca. Unless otherwise indicated, the condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards and the reporting currency is in Canadian dollars.

Non-GAAP measures

Certain measures in this press release do not have any standardized meaning as prescribed by generally accepted accounting principles ("GAAP") and, therefore, are considered non-GAAP measures. These measures are regularly reviewed by the Chief Operating Decision Maker and provide investors with an alternative method for assessing the Corporation's operating results in a manner that is focused on the performance of the Corporation's ongoing operations and to provide a more consistent basis for comparison between periods. These measures should not be construed as alternatives to total profit and total comprehensive income determined in accordance with GAAP as an indicator of the Corporation's performance. The method of calculating these measures may differ from other entities and accordingly, may not be comparable to measures used by other entities. The following non-GAAP measures are used to monitor the Corporation's performance:

EBITDAS: Earnings before interest, taxes, depreciation, amortization, share based compensation, gain/loss on investments, and gain/loss on disposal of property, plant and equipment ("EBITDAS"). Management believes that in addition to total profit (loss) and total comprehensive income (loss), EBITDAS is a useful supplemental earnings measure as it provides an indication of the Corporation's operating performance and it is regularly provided to and reviewed by the Chief Operating Decision Maker. 

Caution Regarding Forward-Looking Statements and Information

Certain statements contained in this press release constitute forward-looking statements or information ("forward-looking statements"). These statements relate to future events or future performance of Horizon North. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "should", "believe" and similar expressions are intended to identify forward-looking statements.

In particular, such forward-looking statements include but are not limited to, statements with respect to:

• expected contract revenues;
• anticipated timing of completion of the Corporation's Fairfield by Marriott hotel, in light of deferred capital spending, and its intention to sell the hotel;
• Horizon North's plans to continue to diversify its portfolio of offerings and customer base through its two operating divisions;
• timing and certainty regarding completion of the Proposed Transaction, including obtaining shareholder approval and fulfilling the conditions precedent to such completion;
• the anticipated benefits of the Proposed Transaction;
• Horizon North's objectives with respect to dividend payments and financial performance after Closing, subject to, among other things, the impact of the COVID-19 pandemic;
• Horizon North's strategy to pursue opportunities related to additional Western Canadian pipeline infrastructure projects as well as to capture additional opportunities arising from announced and potential projects related to hydrocarbon shipping terminals and LNG projects on the west coast;
• the Corporation's anticipated leverage position and that future capital resources will be adequate to execute its future plans;
• expectations regarding oil and natural gas markets throughout the remainder of 2020;
• expectations regarding Horizon North's opportunities and strategy in the Montney/Duvernay, oil sands and Northern Canadian regions;
• the composition of Horizon North's project pipeline throughout 2020 for the Modular Solutions division, its focus on growing backlog and its expected allocation of manufacturing capacity in 2020;
• the expected benefits to the Modular Solutions division resulting from increased federal support for affordable and social housing and the ability of Horizon North to continue to explore opportunities across Canada to grow such affordable housing projects;
• the Corporation's anticipated elevated leverage position throughout 2020 and that future capital resources will be adequate to execute its future plans;
• the Corporation's expected allocation of future net cash flows to appropriately balance its objectives; and
• expectations regarding the Corporation's liquidity.

Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.  The forward-looking statements are based on certain factors and assumptions made by Horizon North which include, but are not limited to, assumptions relating to:

• industry activity for oil, natural gas and mineral exploration and development in the western Canadian provinces and northern territories;
• the timing and receipt of shareholder approvals with respect to the Proposed Transaction;
• commodity prices;
• capital investment in the Canadian oil and gas sector;
• dividend payments;
• anticipated activity levels for 2020;
• operational results and capital spending;
• anticipated backlog in the Modular Solutions business;
• trade and other receivables;
• future operating costs and Corporation's access to capital;
• the effects of regulation by governmental agencies;
• the competitive environment in which the Corporation operates;
• the ability of the Corporation to attract and retain personnel;
• the development of LNG and commodity transportation infrastructure;
• the relationships between the Corporation and its customers
• the expectations regarding the impacts, direct and indirect, of COVID-19 on the Corporation's business, customers, business partners, employees, supply chain, other stakeholders and the overall economy; and
• general economic and financial conditions.

Although Horizon North believes that the factors and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Horizon North cannot give any assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of known and unknown risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:

• the impact of COVID-19
• volatility in the price and demand for oil, natural gas and minerals;
• that the closing conditions to the Proposed Transaction, including receipt of shareholder approvals, may not be satisfied and the Proposed Transaction may not close;
• the ability of the parties to satisfy the conditions to closing of the Proposed Transaction in a timely manner;
• failure of the parties to realize the anticipated benefits of the Proposed Transaction;
• the ability of Horizon North to integrate Dexterra's business and operations into its own;
• fluctuations in the demand for the Corporation's services;
• availability of qualified personnel;
• changes in regulation by governmental agencies, including environmental regulation; and
• other factors listed under "Risks and Uncertainties" in this press release and other risk factors identified in the Corporation's annual information form.

Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Additional information on these and other risk factors that could affect Horizon North's operations and financial results are included in Horizon North's annual information form which may be accessed through the SEDAR website at www.sedar.com. In addition, the reader is cautioned that historical results are not indicative of future performance. The forward-looking statements contained in this press release are made as of the date hereof and Horizon North does not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Certain information set out herein may be considered "financial outlook" within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding Horizon North's reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

About Horizon North

Horizon North is a publicly listed corporation (TSX: HNL.TO) providing a full range of industrial, commercial, and residential products and services under its two operating divisions: Industrial Services and Modular Solutions. The Industrial Services business includes workforce accommodations, camp management services, access solutions, maintenance and utilities. The Modular Solutions business integrates modern design concepts and technology with state of the art, off-site manufacturing processes; producing high quality building solutions for commercial, industrial and residential offerings including offices, hotels, and retail buildings, as well as distinctive single detached dwellings and multi-family residential structures. As a result of our diverse product and service offerings, Horizon North is uniquely positioned to meet the needs of our customers in numerous sectors, anywhere in Canada.

Corporate Information

SOURCE Horizon North Logistics Inc.

please contact Rod Graham, President and Chief Executive Officer or Scott Matson, Senior Vice President and Chief Financial Officer, 900, 240 - 4th Street S.W., Calgary, Alberta T2P 4H4; Telephone (403) 517 - 4654, Fax (403) 517 - 4678; website: www.horizonnorth.ca

Related Links

www.horizonnorth.ca