/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
CALGARY,
AB, May 9, 2024 /CNW/ - Cathedral Energy
Services Ltd.'s (the "Company" or "Cathedral") news release
contains "forward-looking statements" within the meaning of
applicable Canadian securities laws. For a full disclosure of
forward-looking statements and the risks to which they are subject,
see the "Forward-Looking Statements" section in this news release.
This news release contains references to Adjusted gross margin,
Adjusted gross margin %, Adjusted EBITDAS, Adjusted EBITDAS margin
%, Free cash flow, Working capital and Net capital expenditures.
These terms do not have standardized meanings prescribed under
International Financial Reporting Standards as issued by the
International Accounting Standards Board ("IFRS Accounting
Standards") and may not be comparable to similar measures used by
other companies. See the "Non-GAAP Measures" section in this news
release for definitions and tabular calculations.
2024 Q1 KEY HIGHLIGHTS
The Company achieved the following 2024 Q1
results and highlights:
- Revenues of $165.0 million in
2024 Q1 is the highest quarterly revenues in the Company's history
and represents an increase of 24%, compared to $132.9 million in 2023 Q1.
- Adjusted EBITDAS (1) of $28.8
million in 2024 Q1 increased 89%, compared to $15.2 million in 2023 Q1, and is among the
highest levels achieved in any quarter for Cathedral.
- Canadian operating days increased 20% in 2024 Q1, compared to
2023 Q1, despite a 1% decline in the Western Canadian rig count
(2). Cathedral remains extremely active in oil plays
where wells tend to have a high multilateral count.
- U.S. operating days increased 11% in 2024 Q1, compared to 2023
Q1, despite a 19% decline of overall industry land rig counts
(2).
- An increase in the Canadian average revenue per operating day
of 2% in 2024 Q1, compared to 2023 Q1.
- Net income of $11.6 million in
2024 Q1, compared to $0.8 million in
2023 Q1.
- Cash flow - operating activities of $15.7 million in 2024 Q1, compared to
$27.9 million in 2023 Q1, mainly
attributable to the change in non-cash working capital.
- Free cash flow (1) of $3.5
million in 2024 Q1, compared to a Free cash flow deficit
(1) of $0.8 million in
2023 Q1.
- The Company purchased 2,471,700 common shares of Cathedral
under its normal course issuer bid ("NCIB") for a total amount of
$2.1 million at an average price of
$0.84 per common share.
- Loans and borrowings less cash was $75.6
million as at March 31, 2024,
compared to $67.9 million as at
December 31, 2023. The Company will
remain focused on reducing its loans and borrowings and generating
Free cash flow (1) for the remainder of 2024.
- The Company continues to see a significant opportunity for
margin expansion in its U.S. directional business by using Rime
Downhole Technologies ("Rime") supplied Measurement-While-Drilling
("MWD") systems to reduce its third-party rental costs. To date,
ten Rime MWD systems have been deployed with an additional forty
MWD systems expected to be deployed by the end of the year.
- The Company purchased three additional Rotary Steerable Systems
("RSS") Orbit tools, expanding its U.S. fleet to nineteen RSS
tools.
(1)
|
As defined in the
"Non-GAAP measures" section of this news release.
|
(2)
|
Per Baker Hughes and
Rig Locator.
|
PRESIDENT'S MESSAGE
Comments from President & CEO Tom Connors:
"Cathedral achieved its highest quarterly revenue
ever while generating its third consecutive quarter of strong
Adjusted EBITDAS. Adjusted EBITDAS this quarter of $28.8 million was up 89% from the $15.2 million of a year ago driven by stable job
counts in the U.S. relative to industry activity, an increase in
higher value work utilizing RSS, an increase in lost-in-hole
reimbursements from customers and record active job counts in the
Canadian market.
"Our performance in the first quarter relative to
industry activity in both the U.S. and Canada was a significant achievement leading
to another consecutive quarter with consistently solid financial
performance. Our U.S. division Altitude Energy Partners
("Altitude") maintained its job count and activity levels
throughout 2023 and into the first quarter of 2024 while the
industry rig count bottomed near 620 rigs by the fourth quarter of
2023 from a peak of 775 rigs during the first quarter of 2023
(source: Baker Hughes). The increase in activity levels is
much more noticeable on a year-over-year basis with operating days
up almost 11% from the first quarter of 2023. Altitude's continued
strong presence with larger clients and in U.S. plays with better
economics have helped it weather rapidly changing conditions.
Overall equipment utilization was lower in 2024 Q1 as compared to
2023 Q4 in our mud motor technology rental business with the
decline in activity levels impacting incremental demand for many of
our competitors and customers.
"In Canada, Cathedral achieved very strong
results driven by 20% growth in operating days on a year-over-year
basis while the overall market activity was relatively flat during
the same period. The expansion of multilateral drilling, propelled
by attractive customer economics, plays to our strengths as a
company and looks to remain one area of steady activity through the
remainder of 2024.
"We remain focused on the opportunity to deploy
our internally developed MWD technology to further strengthen our
U.S. business and drive meaningful margin expansion for a
relatively modest capital investment. To date, we have deployed ten
systems through our technology company, Rime, and expect to have a
total of fifty systems built by the end of the year. Full
deployment will happen in various stages throughout the year as the
build-out continues, allowing us to partially offset third-party
rental expense in 2024 and positioning the company to significantly
reduce those expenses in 2025.
"Seasonally, the first quarter is typically the
most active for the year in Canada
and usually requires some working capital investments to fund
increased levels of activity. With heightened activity levels in
the first quarter, this year was no different and as such Cathedral
saw a small increase in overall leverage versus year-end 2023
levels owing to those investments. We remain focused on the
reduction of Loans and borrowings to less than 0.5x Adjusted
EBITDAS by year-end 2024, which strengthens our balance sheet
further and positions us well to pursue a number of options that
drive shareholder value, including further growth through
acquisition and/or a shareholder return strategy via a more defined
return of capital program. Cathedral continued with its NCIB
program, having bought 2.5 million shares in the quarter.
Management believes that buying shares at current share price
levels continues to represent good value and a sensible use of
capital while also staying focused on executing our capital program
weighted to the first half of the year and paying down debt built
up from the strategic acquisitions of Altitude and Rime.
"With a relatively stable to positive outlook,
the opportunity to expand our margins through internally developed
technology, combined with relatively modest but reducing debt
levels, 2024 presents a number of significant opportunities to
further strengthen the Company and position us for growth into
2025.
"Becoming a significant player in the North
American directional drilling space could not have happened without
the combined efforts of the entire team, I would like to thank
everyone for their dedication and effort as we continue our journey
to build a great company that creates value for employees and
shareholders alike," stated Tom
Connors, Cathedral's President and Chief Executive
Officer.
FINANCIAL HIGHLIGHTS
Canadian dollars in 000's except for otherwise
noted
|
Three months ended
March 31,
|
|
2024
|
2023
|
|
|
|
Revenues
(2)
|
$
164,956
|
$
132,948
|
Gross margin %
(2)
|
22 %
|
16 %
|
Adjusted gross margin %
(1)(2)
|
29 %
|
23 %
|
Adjusted EBITDAS
(1)
|
$
28,752
|
$
15,187
|
Adjusted EBITDAS margin
% (1)
|
17 %
|
11 %
|
Cash flow - operating
activities (2)
|
$
15,746
|
$
27,860
|
Free cash flow
(deficit) (1)(2)
|
$
3,453
|
$
(826)
|
Net income
|
$
11,584
|
$
794
|
Per share -
basic
|
$
0.05
|
$
—
|
Per share -
diluted
|
$
0.04
|
$
—
|
Weighted average shares
outstanding:
|
|
|
Basic
(000s)
|
240,679
|
224,561
|
Diluted
(000s)
|
269,468
|
236,386
|
|
|
|
Balance,
|
March 31,
2024
|
December 31,
2023
|
|
|
|
Working capital,
excluding current portion of loans and borrowings
(1)
|
$
82,276
|
$
74,865
|
Total assets
|
$
435,041
|
$
403,733
|
Loans and
borrowings
|
$
82,528
|
$
78,598
|
Shareholders'
equity
|
$
191,806
|
$
179,468
|
|
|
(1)
|
Refer to the "Non-GAAP
Measures" section in this news release.
|
(2)
|
Refer to the
"Reclassifications" section in this news release.
|
OUTLOOK
The longer-term outlook for North American
energy-related activity is positive and global demand continues to
rise while geopolitical events continue to increase uncertainty
around supply. In Canada, the
initiation of the Trans Mountain pipeline expansion, followed by
LNG Canada, will provide significant tidewater and global market
access for both Canadian crude and natural gas. Both projects
should translate to more consistent and slightly improved activity
levels for oilfield service providers over time. LNG also
represents a significant area of growth for the U.S. market as
approximately 12 bcf per day of export capacity will be added in
the coming years supporting incremental growth in drilling activity
and less volatility in activity related to the cyclicality of
domestic gas prices.
The overall 2024 outlook for activity in
North America remains relatively
flat. It is somewhat nuanced in that activity in the Canadian
market in the next three quarters is anticipated to be biased
upwards slightly over the same periods in 2023 and biased flat to
slightly down in the U.S. market driven by a number of factors.
Specific to the second quarter of 2024, Cathedral is seeing a
continuation of roughly flattish activity trends in the U.S.
combined with the typical seasonal slowdown in Canada related to spring break-up. Cathedral's
2024 Q2 U.S. job count remains generally consistent with Q1 levels.
In Canada, the second quarter
represents a seasonal low for the industry due to road bans,
however, early rig counts for the sector in 2024 Q2 have been
running in the 120 range (source: Rig Locator), which is up over
20% from levels for the same period last year. Accordingly,
Cathedral's Canadian 2024 Q2 job count to date has also been
markedly higher than one year ago and we believe this solid
operating momentum will continue in the third quarter.
2023 ACQUISITION
On July 11, 2023,
Cathedral, through a wholly-owned subsidiary, acquired Rime, a
privately-held, Texas-based,
engineering business that specializes in building products for the
downhole MWD industry (the "Rime acquisition") in exchange for
approximately USD $41.0 million
(approximately CAD $54.1 million)
comprised of: i) the payment of USD $21.0
million in cash (approximately CAD $28.0 million); and ii) the issuance of principal
amount of USD $20.0 million
(approximately CAD $26.4 million) of
subordinated exchangeable promissory notes ("EP Notes") that are
exchangeable into a maximum of 24,570,000 common shares of
Cathedral ("EP Shares") at an issue price of CAD $1.10 per common share. In accordance with
International Accounting Standards ("IAS") 32 and IFRS 13, the EP
notes were determined to be a compound instrument and, accordingly,
recognized at the fair value of their respective debt component of
$23.4 million and equity component of
$1.2 million totaling $24.6 million.
RECLASSIFICATIONS
The Company has changed the presentation of
certain figures in 2023 Q1 related to equipment lost-in-hole
reimbursements collected from customers and the corresponding
derecognition of the property, plant and equipment
("PP&E").
More specifically, the Company reclassified its
gain on disposal of PP&E as follows: a) reclassified the
proceeds on disposal of PP&E, related to lost-in-hole
equipment, to revenues and b) recognized a write-off of PP&E
for the net book value of the lost-in-hole equipment on the
condensed consolidated statement of comprehensive income. In
addition, the lost-in-hole proceeds were reclassified from the
Company's cash flows - investing activities to the cash flows -
operating activities on the condensed consolidated statement of
cash flows.
The Company has changed its judgement regarding
equipment lost-in-hole events that are contracted with its
customers in that these events are now considered to be part of its
ordinary business activities. The changes are reflected in the
current and prior periods, as described above.
These reclassifications recognized in 2023 Q1 are
summarized below:
Condensed Consolidated Statement of Comprehensive Income
(Excerpt)
|
Three months ended
March 31, 2023
|
|
Reported
|
Adjustment
|
Adjusted
|
|
|
|
|
Revenues:
|
|
|
|
United
States
|
82,321
|
2,631
|
84,952
|
Canada
|
$
45,344
|
$
2,652
|
$
47,996
|
Total
revenues
|
127,665
|
5,283
|
132,948
|
Cost of
sales
|
(110,601)
|
(1,339)
|
(111,940)
|
Gross margin
|
17,064
|
3,944
|
21,008
|
|
|
|
|
Write-off of
PP&E
|
—
|
(976)
|
(976)
|
Gain on disposal of
PP&E
|
$
3,044
|
$
(2,968)
|
$
76
|
Condensed Consolidated Statement of Cash Flows (Excerpt)
|
Three months ended
March 31, 2023
|
|
Reported
|
Adjustment
|
Adjusted
|
|
|
|
|
Cash flow provided by
(used in):
|
|
|
|
Operating
activities
|
|
|
|
Write-off of
PP&E
|
$
—
|
$
976
|
$
976
|
Gain on disposal of
PP&E
|
(3,044)
|
2,968
|
(76)
|
Cash flow - operating
activities
|
23,916
|
3,944
|
27,860
|
|
|
|
|
Investing
activities
|
|
|
|
PP&E
additions
|
(13,751)
|
1,329
|
(12,422)
|
Proceeds on disposal of
PP&E
|
5,572
|
(5,278)
|
294
|
Cash flow - investing
activities
|
(10,230)
|
(3,949)
|
(14,179)
|
Effect of exchange rate
on changes on cash
|
$
(54)
|
$
5
|
$
(49)
|
RESULTS OF OPERATIONS
|
Three months ended
March 31,
|
|
2024
|
2023
|
|
|
|
Revenues
|
|
|
United States
(2)
|
$ 106,562
|
$
84,952
|
Canada
(2)
|
58,394
|
47,996
|
Total revenues
(2)
|
164,956
|
132,948
|
Cost of
sales
|
|
|
Direct costs
(2)
|
(117,600)
|
(102,571)
|
Depreciation and
amortization
|
(11,635)
|
(9,225)
|
Share-based
compensation
|
(223)
|
(144)
|
Cost of
sales
|
$ (129,458)
|
$ (111,940)
|
|
|
|
Gross margin
(2)
|
$
35,498
|
$
21,008
|
|
|
|
Gross margin %
(2)
|
22 %
|
16 %
|
Adjusted gross margin %
(1)(2)
|
29 %
|
23 %
|
(1)
|
Refer to the "Non-GAAP
Measures" section in this news release.
|
(2)
|
Refer to the
"Reclassifications" section in this news release.
|
SEGMENTED INFORMATION
United
States
Revenues
U.S. revenues were $106.6
million in 2024 Q1, an increase of $21.6 million or 25%, compared to $85.0 million in 2023 Q1. The Company realized an
11% increase in operating days to 3,670 days in 2024 Q1, compared
to 3,317 days in 2023 Q1. The increase is mainly related to the
Company realizing higher activity, despite a declining market in
2024 Q1. The average revenue per operating day increased 13% to
$29,036 per day in 2024 Q1, compared
to $25,611 per day in 2023 Q1, mainly
due to job mix and higher lost-in-hole reimbursements from
customers in 2024 Q1.
Direct costs
U.S. direct costs included in cost of sales were
$81.3 million in 2024 Q1, an increase
of $13.3 million or 20%, compared to
$68.0 million in 2023 Q1. The
increase is mainly due to higher repairs, third-party rentals and
labour costs. As a percentage of revenues, direct costs decreased
to 76% in 2024 Q1, from 80% in 2023 Q1, mainly due to lower labour
and equipment rental costs as a % of revenues.
Canadian
Revenues
Canadian revenues were $58.4 million in 2024 Q1, an increase of
$10.4 million or 22%, compared to
$48.0 million in 2023 Q1. The Company
realized a 20% increase in operating days to 4,374 days in
2024 Q1, compared to 3,659 days in 2023 Q1. The increase in
operating days is mainly attributable to higher market demand in
the 2024 Q1. The average revenue per operating day increased 2% to
$13,350 per day in 2024 Q1, compared
to $13,117 per day in 2023 Q1. The
increase in the average revenue per operating day is mainly
attributed to a change in job mix, including higher charges for
premium tools.
Direct costs
Canadian direct costs included in cost of sales
were $36.3 million in 2024 Q1, an
increase of $1.7 million or 5%,
compared to $34.6 million in 2023 Q1.
The increase is mainly due to higher labour costs, offset by lower
repair costs and third-party rental costs in 2024 Q1. As a
percentage of revenues, direct costs were 62% in 2024 Q1, compared
to 72% in 2023 Q1.
CONSOLIDATED
The Company recognized $165.0 million of revenues in 2024 Q1, an
increase of $32.1 million or
24%, compared to $132.9 million
in 2023 Q1. The increase is due to a 15% increase in operating days
(2024 - 8,044; 2023 - 6,976) and an 8% increase in the average
revenue per operating day (2024 - $20,507; 2023 - $19,058).
The Company recognized $129.5 million of cost of sales in 2024 Q1, an
increase of $17.6 million or 16%,
compared to $111.9 million in 2023
Q1. The increase is mainly due to higher repairs and labour costs
related to the increase in operating days and the inclusion of
manufacturing costs related to Rime (acquired in July 2023). Cost of sales as a percentage of
revenues decreased to 78% in 2024 Q1 from 84% in 2023 Q1.
The Gross margin % increased to 22% in 2024 Q1,
compared to 16% in 2023 Q1. The Adjusted gross margin %
increased to 29% in 2024 Q1, compared to 23% in 2023 Q1. The
increase in Adjusted gross margins, as noted above, were mainly
related to decreased labour, third-party rentals and repairs costs
as a percentage of revenues.
Depreciation and amortization expense included in
cost of sales increased to $11.6 million in 2024 Q1, compared to
$9.2 million in 2023 Q1, mainly due
to a change in depreciation methodology, as described below.
In 2024 Q1, the Company assessed its depreciation
methodology related to its property, plant and equipment. As a
result, the Company determined that using a straight-line method of
depreciation, rather than the declining balance method, more
accurately reflects the future economic benefits of the related
assets. The depreciation expense included in cost of sales
increased, mainly due to a one-time adjustment of $5.7 million recognized in 2024 Q1 due to the
change in methodology.
Depreciation and amortization expense included in
cost of sales as a percentage of revenues was 7% in 2024 Q1 and
2023 Q1.
Selling, general and administrative ("SG&A")
expenses
|
|
Three months ended
March 31,
|
|
|
|
2024
|
2023
|
|
|
|
|
|
Selling, general and
administrative expenses:
|
|
|
|
|
Direct
costs
|
|
|
$
16,026
|
$
14,086
|
Depreciation and
amortization
|
|
|
2,347
|
1,509
|
Share-based
compensation
|
|
|
930
|
775
|
Selling, general and
administrative expenses
|
|
|
$
19,303
|
$
16,370
|
The Company recognized SG&A expenses of 19.3
million in 2024 Q1, an increase of $2.9
million, compared to $16.4
million in 2023 Q1. The increase is mainly due to increase
SG&A related to the Rime acquisition. SG&A expenses as a
percentage of revenues were 12% in 2024 Q1 and 2023 Q1.
Depreciation and amortization included in
SG&A were $2.5 million in 2024
Q1, compared to $1.5 million in 2023
Q1 mainly related to the Company's change of depreciation
methodology in 2024 Q1, as described previously. In addition, the
amortization expense increased in 2024 Q1 related to amortization
recognized in relation to the intangible assets acquired in the
Rime transaction.
Stock-based compensation included in SG&A
were $0.9 million in 2024 Q1,
compared to $0.8 million in 2023
Q1.
Research and development ("R&D")
costs
The Company recognized R&D costs of
$0.6 million in 2024 Q1 and 2023 Q1.
R&D costs are salaries, benefits and shop supply costs related
to new product development and technology.
Write-off of property, plant and
equipment
The Company recognized a write-off of property,
plant and equipment of $1.6 million in 2024 Q1, compared to
$1.0 million in 2023 Q1. The
write-offs related to equipment lost-in-hole and damaged beyond
repair. Reimbursements on lost-in-hole equipment and damage beyond
repair are based on service agreements held with clients and are
recognized as revenues. Refer to the "Reclassifications" section of
this news release.
Finance costs
Finance costs - loans and borrowings were
$2.5 million in 2024 Q1, an increase
of $0.8 million, compared to
$1.7 million in 2023 Q1. The increase
is mainly due to a higher outstanding balance of loans and
borrowing in 2024 Q1 compared to 2023 Q1. In addition, the increase
related to higher finance costs related to the Company's EP notes
issued in 2023 Q3 and higher interest rates in 2024.
In addition, the Company had $0.2 million of finance costs in 2024 Q1
and 2023 Q1 related to lease liabilities.
Foreign exchange
The Company recognized a foreign exchange gain of
$2.0 million in 2024 Q1. The impact
of foreign exchange is due to fluctuations of the Canadian dollar
relative to the USD related to foreign currency transactions
recognized in net income.
The Company recognized a foreign currency
translation gain on foreign operations of $1.5 million in 2024 Q1, compared to a loss of
$0.4 million in 2023 Q1. The
Company's foreign operations are denominated in USD and differences
due to fluctuations in the foreign currency exchange rates are
recorded in other comprehensive income.
Income tax
The Company recognized an income tax expense of
$1.7 million in 2024 Q1, compared to
an income tax expense of $0.4 million
in 2023 Q1. Income tax expense is booked based upon expected
annualized rates using the statutory rates of 23% for both
Canada and the U.S. The Company's
effective tax rate in 2024 Q1 was 13%, which is lower than the
statutory rate of 23%, mainly due to the Canadian segment income
tax expense being offset by its tax pools in the period.
LIQUIDITY AND CAPITAL RESOURCES
Annually, the Company's principal source of
liquidity is cash generated from its operations. In addition,
the Company has the ability to fund liquidity requirements through
its Credit Facility and the issuance of additional debt and/or
equity, if available.
In order to facilitate the management of its
liquidity, the Company prepares an annual budget, which is updated,
as necessary, depending on varying factors, including changes in
capital structure, execution of the Company's business plan and
general industry conditions. The annual budget is approved by the
Board of Directors and updated forecasts are prepared as the fiscal
year progresses with changes reviewed by the Board of
Directors.
Cash flow - operating activities was $15.7 million in 2024 Q1, compared to
$27.9 million in 2023 Q1. Cathedral
remains focused on reducing its loans and borrowings and generating
Free cash flow, as defined in the 'Non-GAAP measures' section of
this news release. In addition, the Company will remain
opportunistic in executing its NCIB and making strategic and
accretive acquisitions.
At March 31, 2024,
the Company had working capital, excluding current portion of loans
and borrowings of $82.3 million
(December 31, 2023 - $74.9
million).
Normal course issuer bid
In 2024 Q1, 2,471,700 common shares were
purchased under the NCIB for a total purchase amount of
$2.1 million at an average price of
$0.84 per common share. A portion of
the purchase amount reduced share capital by $2.0 million and the residual purchase amount of
$0.1 million was recorded to the
deficit.
Syndicated and revolving credit
facility
In 2024 Q1, the Company withdrew $10.0 million of its Syndicated Operating
Facility and repaid $1.6 million of
its Revolving Operating Facility. As at March 31, 2024,
$25.0 million of the $35.0 million Syndicated Operating Facility
remained undrawn. As at March 31, 2024, the $15.0 million Revolving Operating Facility also
remained undrawn.
In 2024 Q1, the Company made contractual
repayments totaling $3.7 million
related to its CAD Syndicated Term Facility, and $1.4 million related to its USD Syndicated Term
Facility, reducing the carrying values to $47.7 million and $24.0
million, respectively, as at March 31, 2024. The
carrying values of the CAD Syndicated Term Facility and the USD
Syndicated Term Facility are net of unamortized upfront financing
fees of $0.4 million and $0.2 million, respectively, as at March 31,
2024.
In addition, the Company held its Highly Affected
Sectors Credit Availability Program ("HASCAP") loan with a balance
of $0.8 million.
At March 31, 2024, the Company was in
compliance with its financial covenants, which were as follows:
- Consolidated Funded Debt to Consolidated Credit Agreement
EBITDA ratio shall not exceed 2.5:1; and
- Consolidated Fixed Charge Coverage ratio shall not be less than
1.25:1.
Contractual obligations and
contingencies
As at March 31, 2024, the Company's
commitment to purchase property, plant and equipment is
approximately $9.0 million, which is
expected to be incurred in the remainder of 2024.
The Company also holds six letters of credit
totaling $1.7 million related to rent
payments, corporate credit cards and a utilities deposit.
The Company is involved in various other legal
claims associated with the normal course of operations. The Company
believes that any liabilities that may arise pertaining to such
matters would not have a material impact on its financial
position.
The following table outlines the anticipated
payments related to contractual commitments subsequent to
March 31, 2024:
|
Carrying
amount
|
One year
|
1-2 years
|
3-5 years
|
Thereafter
|
|
|
|
|
|
|
Loans and borrowings -
principal
|
$
83,066
|
$
21,017
|
$
20,220
|
$
41,829
|
$
—
|
EP Notes -
principal
|
27,080
|
—
|
—
|
27,080
|
—
|
Interest payments on
loans and
borrowings and EP Notes
|
12,239
|
6,487
|
4,740
|
1,012
|
—
|
Lease liabilities -
undiscounted
|
15,223
|
4,421
|
3,206
|
6,719
|
877
|
Trade and other
payables
|
106,349
|
106,349
|
—
|
—
|
—
|
Total
|
$
243,957
|
$
138,274
|
$
28,166
|
$
76,640
|
$
877
|
Capital structure
As at May 9, 2024,
the Company has 240,337,390 common shares, 21,866,967 stock options
and EP Notes that are exchangeable into a maximum of 24,570,000
common shares outstanding.
NET CAPITAL EXPENDITURES
The following table details the Corporation's Net
capital expenditures:
|
|
Three months ended
March 31,
|
|
|
|
2024
|
2023
|
|
|
|
|
|
Motors and related
equipment
|
|
|
$
7,206
|
$
7,416
|
MWD and related
equipment
|
|
|
7,911
|
3,183
|
Shop and automotive
equipment
|
|
|
233
|
778
|
Other
|
|
|
569
|
1,538
|
Gross capital
expenditures
|
|
|
$
15,919
|
$
12,915
|
|
|
|
|
|
Less: lost-in-hole
equipment reimbursements
|
|
|
(10,646)
|
(5,517)
|
Net capital
expenditures (1)
|
|
|
$
5,273
|
$
7,398
|
(1)
|
Refer to the "Non-GAAP
Measures" section in this news release.
|
The Company's 2024 Net capital expenditure budget
is expected to be approximately $30
million to $35 million (2023 -
$27 million to $32 million), excluding any potential
acquisitions. The Net capital expenditure budget is targeted
at growing Cathedral's high-performance mud motors, MWD in both
Canada and the U.S., and RSS in
the U.S. Cathedral intends to fund its 2024 capital plan from cash
flow - operating activities.
NON-GAAP MEASURES
Cathedral uses certain performance measures
throughout this news release that are not defined under IFRS
Accounting Standards or Generally Accepted Accounting Principles
("GAAP"). These non-GAAP measures do not have a standardized
meaning and may differ from that of other organizations, and
accordingly, may not be comparable. Investors should be cautioned
that these measures should not be construed as alternatives to IFRS
Accounting Standards measures as an indicator of Cathedral's
performance.
These measures include the Adjusted gross margin,
Adjusted gross margin %, Adjusted EBITDAS, Adjusted EBITDAS margin
%, Adjusted EBITDAS per diluted share, Free cash flow, Working
capital and Net capital expenditures. Management believes these
measures provide supplemental financial information that is useful
in the evaluation of Cathedral's operations.
These non-GAAP measures are defined as
follows:
i)
|
"Adjusted gross
margin" - calculated as gross margin before non-cash costs
(write-down of inventory, depreciation, amortization and
share-based compensation); is considered a primary indicator of
operating performance (see tabular calculation);
|
|
|
ii)
|
"Adjusted gross
margin %" - calculated as Adjusted gross margin divided by
revenues; is considered a primary indicator of operating
performance (see tabular calculation);
|
|
|
iii)
|
"Adjusted
EBITDAS" - calculated as net income before finance costs,
unrealized foreign exchange on intercompany balances, income tax
expense, depreciation, amortization, non-recurring costs,
write-down of inventory and share-based compensation; provides
supplemental information to net income that is useful in evaluating
the results and financing of the Company's business activities
before considering certain charges (see tabular
calculation);
|
|
|
iv)
|
"Adjusted EBITDAS
margin %" - calculated as Adjusted EBITDAS divided by
revenues; provides supplemental information to net income that is
useful in evaluating the results and financing of the Company's
business activities before considering certain charges as a
percentage of revenues (see tabular calculation);
|
|
|
v)
|
"Adjusted EBITDAS
per diluted share" - calculated as Adjusted EBITDAS
divided by the diluted weighted average common shares outstanding;
provides supplemental information to net income that is useful in
evaluating the results and financing of the Company's business
activities before considering certain charges on a per diluted
common share basis;
|
|
|
vi)
|
"Free cash
flow" - calculated as cash flow - operating activities
prior to: i) changes in non-cash working capital, ii) income tax
paid (refund) and iii) non-recurring costs less: i) PP&E and
intangible asset additions, excluding assets acquired in business
combinations, ii) required repayments on loans and borrowings, in
accordance with the Company's credit facility agreement, and iii)
repayments of lease liabilities, net of finance costs, offset by
proceeds on disposal of PP&E. Management uses this measure as
an indication of the Company's ability to generate funds from its
operations to support future capital expenditures, additional
repayments of loans and borrowings or other initiatives (see
tabular calculation).
|
|
|
|
The Company has
deducted intangible asset additions from its Free cash flow
calculation in 2024 Q1, compared to being excluded in prior
periods. The change of the calculation is mainly due to more
significant additions in the period as the Company expanded its RSS
tool fleet and the related licenses, as well as expected cash
outflows in the future related to intangible assets as the Company
expands its technology offerings. In addition, there were
reclassification adjustments related to the cash flow - operating
activities, proceeds on disposal of PP&E and PP&E
additions, as described in the "Reclassifications" section in this
news release.
|
|
|
vii)
|
"Working
capital" - calculated as current assets less current
liabilities, excluding the current portion of loans and borrowings.
Management uses this measure as an indication of the Company's
financial and cash liquidity position.
|
|
|
viii)
|
"Net capital
expenditures" - calculated as the gross capital
expenditures less reimbursements from customers and insurance
proceeds related to equipment lost-in-hole and damaged beyond
repair, net of payments to vendors for insurance coverage and
third-party rental equipment lost-in-hole or damaged beyond repair
- refer to the "Capital expenditures" section of this news
release.
|
The following tables provide reconciliations from
the IFRS Accounting Standards measures to non-GAAP measures.
Adjusted gross margin
|
Three months ended
March 31,
|
|
2024
|
2023
|
|
|
|
Gross margin
(1)
|
$
35,498
|
$
21,008
|
Add non-cash items
included in cost of sales:
|
|
|
Write-down of
inventory included in cost of sales
|
7
|
378
|
Depreciation and
amortization
|
11,635
|
9,225
|
Share-based
compensation
|
223
|
144
|
Adjusted gross
margin
|
$
47,363
|
$
30,755
|
|
|
|
Adjusted gross margin
%
|
29 %
|
23 %
|
(1)
|
Refer to the
"Reclassifications" section in this news release.
|
Adjusted EBITDAS
|
Three months ended
March 31,
|
|
2024
|
2023
|
|
|
|
Net income
|
$
11,584
|
$
794
|
Add
(deduct):
|
|
|
Income tax
expense
|
1,665
|
407
|
Depreciation and
amortization - cost of sales
|
11,635
|
9,225
|
Depreciation and
amortization - selling, general and administrative
expenses
|
2,347
|
1,509
|
Share-based
compensation - cost of sales
|
223
|
144
|
Share-based
compensation - selling, general and administrative
expenses
|
930
|
775
|
Finance costs - loans
and borrowings
|
2,465
|
1,730
|
Finance costs - lease
liabilities
|
205
|
214
|
Unrealized foreign
exchange (gain) loss on intercompany balances
|
(2,309)
|
11
|
Write-down of inventory
included in cost of sales
|
7
|
378
|
Adjusted
EBITDAS
|
$
28,752
|
$
15,187
|
|
|
|
Adjusted EBITDAS margin
%
|
17 %
|
11 %
|
Free cash flow
|
Three months ended
March 31,
|
|
2024
|
2023
|
|
|
|
Cash flow - operating
activities (1)
|
$
15,746
|
$
27,860
|
Add
(deduct):
|
|
|
Income tax paid
(refund)
|
160
|
(169)
|
Changes in non-cash
operating working capital (1)
|
14,481
|
(11,604)
|
Non-recurring
expenses
|
—
|
—
|
Proceeds on disposal
of property, plant and equipment (1)
|
—
|
294
|
Less:
|
|
|
Property, plant and
equipment and intangible asset
additions(1)(2)
|
(20,886)
|
(12,544)
|
Required repayments on
loans and borrowings(3)
|
(5,149)
|
(3,728)
|
Repayments of lease
liabilities, net of finance costs
|
(899)
|
(935)
|
Free cash flow
(deficit)
|
$
3,453
|
$
(826)
|
(1)
|
Refer to the
"Reclassifications" section in this news release.
|
(2)
|
PP&E additions
exclude non-cash additions.
|
(3)
|
Required repayments on
loans and borrowings in accordance with the credit facility
agreement. Excludes discretionary debt repayments.
|
FORWARD LOOKING STATEMENTS
This news release contains certain
forward-looking statements and forward-looking information
(collectively referred to herein as "forward-looking statements")
within the meaning of applicable Canadian securities laws.
All statements other than statements of present or historical fact
are forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"anticipate", "achieve", "believe", "plan", "intend", "objective",
"continuous", "ongoing", "estimate", "outlook", "expect", "may",
"will", "project", "should" or similar words suggesting future
outcomes. In particular, this news release contains
forward-looking statements relating to, among other things:
- Future commitments;
- The 2024 Net capital expenditure budget and financing
thereof;
- To date, we have deployed ten systems through our technology
company, Rime, and expect to have a total of fifty systems built by
the end of the year. Full deployment will happen in various stages
throughout the year as the build-out continues, allowing us to
partially offset third-party rental expense in 2024 and positioning
the company to significantly reduce those expenses in 2025.
- We remain focused on the reduction of Loans and borrowings to
less than 0.5x Adjusted EBITDAS by year-end 2024, which strengthens
our balance sheet further and positions us well to pursue a number
of options that drive shareholder value, including further growth
through acquisition and/or a shareholder return strategy via a more
defined return of capital program.
- Management believes that buying shares at current share price
levels continues to represent good value and a sensible use of
capital while also staying focused on executing our capital program
weighted to the first half of the year and paying down debt built
up from the strategic acquisitions of Altitude and Rime.
- With a relatively stable to positive outlook, the opportunity
to expand our margins through internally developed technology,
combined with relatively modest but reducing debt levels, 2024
presents a number of significant opportunities to further
strengthen the Company and position us for growth into 2025.
- The longer-term outlook for North American energy-related
activity is positive and global demand continues to rise while
geopolitical events continue to increase uncertainty around
supply.
- In Canada, the initiation of
the Trans Mountain pipeline expansion, followed by LNG Canada, will
provide significant tidewater and global market access for both
Canadian crude and natural gas.
- Both projects should translate to more consistent and slightly
improved activity levels for oilfield service providers over
time.
- LNG also represents a significant area of growth for the U.S.
market as approximately 12 bcf per day of export capacity will be
added in the coming years supporting incremental growth in drilling
activity and less volatility in activity related to the cyclicality
of domestic gas prices.
- The overall 2024 outlook for activity in North America remains relatively flat.
- It is somewhat nuanced in that activity in the Canadian market
in the next three quarters is anticipated to be biased upwards
slightly over the same periods in 2023 and biased flat to slightly
down in the U.S. market driven by a number of factors.
- Specific to the second quarter of 2024, Cathedral is seeing a
continuation of roughly flattish activity trends in the U.S.
combined with the typical seasonal slowdown in Canada related to spring break-up. Our 2024 Q2
U.S. job count remains generally consistent with Q1 levels.
- In Canada, the second quarter
represents a seasonal low for the industry due to road bans,
however, early rig counts for the sector in 2024 Q2 have been
running in the 120 range, which is up over 20% from levels for the
same period last year.
- Accordingly, Cathedral's Canadian 2024 Q2 job count to date has
also been markedly higher than one year ago and we believe this
solid operating momentum will continue in the third quarter.
The Company believes the expectations reflected
in such forward-looking statements are reasonable as of the date
hereof but no assurance can be given that these expectations will
prove to be correct and such forward-looking statements should not
be unduly relied upon.
Various material factors and assumptions are
typically applied in drawing conclusions or making the forecasts or
projections set out in forward-looking statements. Those
material factors and assumptions are based on information currently
available to the Company, including information obtained from
third-party industry analysts and other third-party sources.
In some instances, material assumptions and material factors are
presented elsewhere in this news release in connection with the
forward-looking statements. You are cautioned that the
following list of material factors and assumptions is not
exhaustive. Specific material factors and assumptions
include, but are not limited to:
- the performance of Cathedral's business;
- impact of economic and social trends;
- oil and natural gas commodity prices and production
levels;
- capital expenditure programs and other expenditures by
Cathedral and its customers;
- the ability of Cathedral to attract and retain key management
personnel;
- the ability of Cathedral to retain and hire qualified
personnel;
- the ability of Cathedral to obtain parts, consumables,
equipment, technology, and supplies in a timely manner to carry out
its activities;
- the ability of Cathedral to maintain good working relationships
with key suppliers;
- the ability of Cathedral to retain customers, market its
services successfully to existing and new customers and reliance on
major customers;
- risks associated with technology development and intellectual
property rights;
- obsolescence of Cathedral's equipment and/or technology;
- the ability of Cathedral to maintain safety performance;
- the ability of Cathedral to obtain adequate and timely
financing on acceptable terms;
- the ability of Cathedral to comply with the terms and
conditions of its credit facility;
- the ability to obtain sufficient insurance coverage to mitigate
operational risks;
- currency exchange and interest rates;
- risks associated with future foreign operations;
- the ability of Cathedral to integrate its transactions and the
benefits of any acquisitions, dispositions and business development
efforts;
- environmental risks;
- business risks resulting from weather, disasters and related to
information technology;
- changes under governmental regulatory regimes and tax,
environmental, climate and other laws in Canada and the U.S.; and
- competitive risks.
Forward-looking statements are not a guarantee of
future performance and involve a number of risks and uncertainties
some of which are described herein. Such forward-looking
statements necessarily involve known and unknown risks and
uncertainties, which may cause the Company's actual performance and
financial results in future periods to differ materially from any
projections of future performance or results expressed or implied
by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the risks identified
in this news release and in the Company's Annual Information Form
under the heading "Risk Factors". Any forward-looking
statements are made as of the date hereof and, except as required
by law, the Company assumes no obligation to publicly update or
revise such statements to reflect new information, subsequent or
otherwise.
All forward-looking statements contained in this
news release are expressly qualified by this cautionary statement.
Further information about the factors affecting forward-looking
statements is available in the Company's current Annual Information
Form that has been filed with Canadian provincial securities
commissions and is available on www.sedarplus.ca and the Company's
website (www.cathedralenergyservices.com).
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
As at March 31,
2024 and December 31,
2023
Canadian dollars in '000s
(unaudited)
|
March 31,
|
December 31,
|
As at
|
2024
|
2023
|
|
|
|
Assets
|
|
|
Current
assets:
|
|
|
Cash
|
$
6,965
|
$
10,731
|
Trade
receivables
|
140,137
|
111,846
|
Prepaid
expenses
|
3,749
|
5,839
|
Inventories
|
44,217
|
44,976
|
Total current
assets
|
195,068
|
173,392
|
|
|
|
Property, plant and
equipment
|
118,671
|
113,853
|
Intangible
assets
|
70,340
|
66,366
|
Right-of-use
assets
|
10,081
|
10,138
|
Goodwill
|
40,881
|
39,984
|
Total non-current
assets
|
239,973
|
230,341
|
Total assets
|
$
435,041
|
$
403,733
|
|
|
|
Liabilities and
Shareholders' Equity
|
|
|
Current
liabilities:
|
|
|
Trade and other
payables
|
$
106,349
|
$
93,661
|
Current taxes
payable
|
2,751
|
1,425
|
Loans and borrowings,
current
|
21,131
|
21,023
|
Lease liabilities,
current
|
3,692
|
3,441
|
Total current
liabilities
|
133,923
|
119,550
|
|
|
|
Loans and borrowings,
long-term
|
61,397
|
57,575
|
Exchangeable promissory
notes
|
24,682
|
23,923
|
Lease liabilities,
long-term
|
11,886
|
12,323
|
Deferred tax
liability
|
11,347
|
10,894
|
Total non-current
liabilities
|
109,312
|
104,715
|
Total
liabilities
|
243,235
|
224,265
|
|
|
|
Shareholders'
equity:
|
|
|
Share
capital
|
195,719
|
197,380
|
Treasury
shares
|
(709)
|
(709)
|
Exchangeable promissory
notes
|
1,242
|
1,242
|
Contributed
surplus
|
18,020
|
17,002
|
Accumulated other
comprehensive income
|
14,543
|
13,088
|
Deficit
|
(37,009)
|
(48,535)
|
Total shareholders'
equity
|
191,806
|
179,468
|
Total liabilities and
shareholders' equity
|
$
435,041
|
$
403,733
|
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three months ended March 31,
2024 and 2023
Canadian dollars in '000s except
per share amounts
(unaudited)
|
Three months ended
March 31,
|
|
2024
|
2023
|
|
|
|
Revenues
(1)
|
$
164,956
|
$
132,948
|
Cost of
sales:
|
|
|
Direct costs
(1)
|
(117,600)
|
(102,571)
|
Depreciation and
amortization
|
(11,635)
|
(9,225)
|
Share-based
compensation
|
(223)
|
(144)
|
Total cost of
sales
|
(129,458)
|
(111,940)
|
|
|
|
Gross margin
|
35,498
|
21,008
|
|
|
|
Selling, general and
administrative expenses:
|
|
|
Direct
costs
|
(16,026)
|
(14,086)
|
Depreciation and
amortization
|
(2,347)
|
(1,509)
|
Share-based
compensation
|
(930)
|
(775)
|
Total selling, general
and administrative expenses
|
(19,303)
|
(16,370)
|
Research and
development costs
|
(611)
|
(552)
|
Write-off of property,
plant and equipment (1)
|
(1,635)
|
(976)
|
Gain on disposal of
property, plant and equipment (1)
|
—
|
76
|
Income from operating
activities
|
13,949
|
3,186
|
|
|
|
Finance costs - loans
and borrowings
|
(2,465)
|
(1,730)
|
Finance costs - lease
liabilities
|
(205)
|
(214)
|
Foreign exchange gain
(loss)
|
1,970
|
(41)
|
Income before income
taxes
|
13,249
|
1,201
|
|
|
|
Income tax
expense:
|
|
|
Current
|
(1,453)
|
(36)
|
Deferred
|
(212)
|
(371)
|
Income tax
expenses
|
(1,665)
|
(407)
|
|
|
|
Net income
|
11,584
|
794
|
|
|
|
Other comprehensive
income (loss)
|
|
|
Foreign currency
translation differences on foreign
operations
|
1,455
|
(425)
|
Total comprehensive
income
|
$
13,039
|
$
369
|
|
|
|
Net income per share -
basic
|
$
0.05
|
$
—
|
Net income per share -
diluted
|
$
0.04
|
$
—
|
(1)
|
Refer to the
"Reclassifications" section of this news release
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
Three months ended March 31,
2024 and 2023
Canadian dollars in '000s
(unaudited)
|
Share
capital
|
Treasury
shares
|
Contributed
surplus
|
Accumulated
other
comprehensive
income
|
Deficit
|
Total
shareholders'
equity
|
|
|
|
|
|
|
|
Balance, December 31,
2022
|
$ 180,484
|
$ (959)
|
$ 15,854
|
$
17,389
|
$
(58,871)
|
$ 153,897
|
Comprehensive (loss)
income
|
—
|
—
|
—
|
(425)
|
794
|
369
|
Issued pursuant to
warrant exercises
|
997
|
—
|
(160)
|
—
|
—
|
837
|
Issued pursuant to
stock option
exercises
|
82
|
—
|
(31)
|
—
|
—
|
51
|
Share-based
compensation
|
—
|
—
|
919
|
—
|
—
|
919
|
Balance, March 31,
2023
|
$ 181,563
|
$ (959)
|
$ 16,582
|
$
16,964
|
$
(58,077)
|
$ 156,073
|
|
Share
capital
|
Treasury
shares
|
Exchange-
able
promissory
("EP")
notes
|
Contributed
surplus
|
Accumulated
other
comprehensive
income
|
Deficit
|
Total
shareholders'
equity
|
|
|
|
|
|
|
|
|
Balance, December 31,
2023
|
$ 197,380
|
$
(709)
|
$
1,242
|
$ 17,002
|
$
13,088
|
$
(48,535)
|
$
179,468
|
Comprehensive
income
|
—
|
—
|
—
|
—
|
1,455
|
11,584
|
13,039
|
Repurchased pursuant
to
normal course issuer bid
|
(2,019)
|
—
|
—
|
—
|
—
|
(58)
|
(2,077)
|
Issued pursuant to
stock
option exercises
|
358
|
—
|
—
|
(135)
|
—
|
—
|
223
|
Share-based
compensation
|
—
|
—
|
—
|
1,153
|
—
|
—
|
1,153
|
Balance, March 31,
2024
|
$ 195,719
|
$
(709)
|
$
1,242
|
$ 18,020
|
$
14,543
|
$
(37,009)
|
$
191,806
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
Three months ended March
31, 2024 and 2023
Canadian dollars in
'000s
(unaudited)
|
Three months ended
March 31,
|
|
2024
|
2023
|
|
|
|
Cash provided by
(used in):
|
|
|
|
|
|
Operating
activities:
|
|
|
Net income
|
$
11,584
|
$
794
|
Non-cash
adjustments:
|
|
|
Income tax
expense
|
1,665
|
407
|
Depreciation and
amortization
|
13,982
|
10,734
|
Share-based
compensation
|
1,153
|
919
|
Write-off of property,
plant and equipment (1)
|
1,635
|
976
|
Gain on disposal of
property, plant and equipment (1)
|
—
|
(76)
|
Write-down of
inventory included in cost of sales
|
7
|
378
|
Finance costs - loans
and borrowings
|
2,465
|
1,730
|
Finance costs - lease
liabilities
|
205
|
214
|
Income tax (paid)
refund
|
(160)
|
169
|
Unrealized foreign
exchange (gain) loss on intercompany balances
|
(2,309)
|
11
|
|
30,227
|
16,256
|
Changes in non-cash
operating working capital
|
(14,481)
|
11,604
|
Cash flow - operating
activities
|
15,746
|
27,860
|
|
|
|
Investing
activities:
|
|
|
Property, plant and
equipment additions (1)
|
(15,919)
|
(12,422)
|
Intangible asset
additions
|
(4,967)
|
(122)
|
Proceeds on disposal
of property, plant and equipment
|
—
|
294
|
Changes in non-cash
investing working capital
|
2,758
|
(1,929)
|
Cash flow - investing
activities
|
(18,128)
|
(14,179)
|
|
|
|
Financing
activities:
|
|
|
Advances of loans and
borrowings, net of upfront financing fees
|
10,000
|
—
|
Repayments on loans
and borrowings
|
(6,709)
|
(3,728)
|
Payments on lease
liabilities, net of finance costs
|
(899)
|
(935)
|
Interest
paid
|
(2,373)
|
(1,944)
|
Common shares
repurchased pursuant to normal course issuer bid
|
(2,077)
|
—
|
Proceeds on common
share and warrant issuances, net of issuance
costs
|
223
|
888
|
Cash flow - financing
activities
|
(1,835)
|
(5,719)
|
Effect of exchange rate
on changes on cash (1)
|
451
|
(49)
|
Change in
cash
|
(3,766)
|
7,913
|
Cash, beginning of
period
|
10,731
|
11,175
|
Cash, end of
period
|
$
6,965
|
$
19,088
|
(1)
|
Refer to the
"Reclassifications" section of this news release
|
Cathedral Energy Services Ltd., based in
Calgary, Alberta, Canada, is
incorporated under the Business Corporations Act (Alberta) and operates in Canada under Cathedral Energy Services and in
the U.S. under Discovery Downhole Services, a division of
Cathedral Energy Services Inc., Altitude Energy Partners, LLC and
Rime Downhole Technologies, LLC. Cathedral's common shares are
publicly-traded on the Toronto Stock Exchange under the symbol
"CET". Cathedral is a trusted partner to North American energy
companies requiring high performance directional drilling services
and related downhole technologies. We work in partnership with our
customers to tailor our equipment and expertise to meet their
specific geographical and technical needs. Our experience,
technologies and responsive personnel enable our customers to
achieve higher efficiencies and lower project costs. For more
information, visit www.cathedralenergyservices.com.
SOURCE Cathedral Energy Services Ltd.