Exhibit 99.2
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
(Stated in thousands of Canadian dollars) | | September 30, 2023 | | | December 31, 2022 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash | | $ | 49,065 | | | $ | 21,587 | |
Accounts receivable | | | 393,286 | | | | 413,925 | |
Inventory | | | 35,045 | | | | 35,158 | |
Total current assets | | | 477,396 | | | | 470,670 | |
Non-current assets: | | | | | | | | |
Income tax recoverable | | | 699 | | | | 1,602 | |
Deferred tax assets | | | 454 | | | | 455 | |
Property, plant and equipment | | | 2,238,680 | | | | 2,303,338 | |
Intangibles | | | 18,047 | | | | 19,575 | |
Right-of-use assets | | | 57,168 | | | | 60,032 | |
Finance lease receivables | | | 5,112 | | | | — | |
Investments and other assets | | | 10,645 | | | | 20,451 | |
Total non-current assets | | | 2,330,805 | | | | 2,405,453 | |
Total assets | | $ | 2,808,201 | | | $ | 2,876,123 | |
| | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 280,519 | | | $ | 392,053 | |
Income taxes payable | | | 3,197 | | | | 2,991 | |
Current portion of lease obligations | | | 13,650 | | | | 12,698 | |
Current portion of long-term debt (Note 5) | | | 2,290 | | | | 2,287 | |
Total current liabilities | | | 299,656 | | | | 410,029 | |
| | | | | | | | |
Non-current liabilities: | | | | | | | | |
Share-based compensation (Note 7) | | | 28,360 | | | | 60,133 | |
Provisions and other | | | 7,331 | | | | 7,538 | |
Lease obligations | | | 55,143 | | | | 52,978 | |
Long-term debt (Note 5) | | | 963,827 | | | | 1,085,970 | |
Deferred tax liabilities | | | 70,149 | | | | 28,946 | |
Total non-current liabilities | | | 1,124,810 | | | | 1,235,565 | |
Shareholders’ equity: | | | | | | | | |
Shareholders’ capital (Note 8) | | | 2,306,545 | | | | 2,299,533 | |
Contributed surplus | | | 74,389 | | | | 72,555 | |
Deficit | | | (1,158,751 | ) | | | (1,301,273 | ) |
Accumulated other comprehensive income | | | 161,552 | | | | 159,714 | |
Total shareholders’ equity | | | 1,383,735 | | | | 1,230,529 | |
Total liabilities and shareholders’ equity | | $ | 2,808,201 | | | $ | 2,876,123 | |
See accompanying notes to condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET EARNINGS (LOSS) (UNAUDITED)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
(Stated in thousands of Canadian dollars, except per share amounts) | | 2023 | | | 2022 | | | 2023 | | | 2022 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Revenue (Note 3) | | $ | 446,754 | | | $ | 429,335 | | | $ | 1,430,983 | | | $ | 1,106,690 | |
Expenses: | | | | | | | | | | | | | | | | |
Operating | | | 288,002 | | | | 284,868 | | | | 888,039 | | | | 784,394 | |
General and administrative | | | 44,177 | | | | 24,906 | | | | 83,057 | | | | 101,781 | |
Earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization | | | 114,575 | | | | 119,561 | | | | 459,887 | | | | 220,515 | |
Depreciation and amortization | | | 73,192 | | | | 69,448 | | | | 218,823 | | | | 207,662 | |
Gain on asset disposals | | | (2,438 | ) | | | (8,238 | ) | | | (15,586 | ) | | | (22,152 | ) |
Foreign exchange | | | 363 | | | | 1,344 | | | | (894 | ) | | | 1,362 | |
Finance charges (Note 6) | | | 19,618 | | | | 22,521 | | | | 63,946 | | | | 64,294 | |
Gain on repurchase of unsecured senior notes | | | (37 | ) | | | — | | | | (137 | ) | | | — | |
Loss (gain) on investments and other assets | | | (3,813 | ) | | | (2,515 | ) | | | 6,075 | | | | (3,738 | ) |
Earnings (loss) before income taxes | | | 27,690 | | | | 37,001 | | | | 187,660 | | | | (26,913 | ) |
Income taxes: | | | | | | | | | | | | | | | | |
Current | | | 2,047 | | | | 958 | | | | 4,008 | | | | 2,563 | |
Deferred | | | 5,851 | | | | 5,364 | | | | 41,130 | | | | 8,300 | |
| | | 7,898 | | | | 6,322 | | | | 45,138 | | | | 10,863 | |
Net earnings (loss) | | $ | 19,792 | | | $ | 30,679 | | | $ | 142,522 | | | $ | (37,776 | ) |
Net earnings (loss) per share: (Note 9) | | | | | | | | | | | | | | | | |
Basic | | $ | 1.45 | | | $ | 2.26 | | | $ | 10.45 | | | $ | (2.79 | ) |
Diluted | | $ | 1.45 | | | $ | 2.03 | | | $ | 9.84 | | | $ | (2.79 | ) |
See accompanying notes to condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
(Stated in thousands of Canadian dollars) | | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Net earnings (loss) | | $ | 19,792 | | | $ | 30,679 | | | $ | 142,522 | | | $ | (37,776 | ) |
Unrealized gain on translation of assets and liabilities of operations denominated in foreign currency | | | 39,180 | | | | 111,811 | | | | 3,322 | | | | 139,478 | |
Foreign exchange loss on net investment hedge with U.S. denominated debt | | | (24,616 | ) | | | (84,060 | ) | | | (1,484 | ) | | | (105,123 | ) |
Comprehensive income (loss) | | $ | 34,356 | | | $ | 58,430 | | | $ | 144,360 | | | $ | (3,421 | ) |
See accompanying notes to condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
(Stated in thousands of Canadian dollars) | | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Cash provided by (used in): | | | | | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | | | | | |
Net earnings (loss) | | $ | 19,792 | | | $ | 30,679 | | | $ | 142,522 | | | $ | (37,776 | ) |
Adjustments for: | | | | | | | | | | | | | | | | |
Long-term compensation plans | | | 11,577 | | | | 411 | | | | 9,200 | | | | 34,847 | |
Depreciation and amortization | | | 73,192 | | | | 69,448 | | | | 218,823 | | | | 207,662 | |
Gain on asset disposals | | | (2,438 | ) | | | (8,238 | ) | | | (15,586 | ) | | | (22,152 | ) |
Foreign exchange | | | 1,275 | | | | 773 | | | | (13 | ) | | | 924 | |
Finance charges | | | 19,618 | | | | 22,521 | | | | 63,946 | | | | 64,294 | |
Income taxes | | | 7,898 | | | | 6,322 | | | | 45,138 | | | | 10,863 | |
Other | | | — | | | | (2 | ) | | | (220 | ) | | | 273 | |
Loss (gain) on investments and other assets | | | (3,813 | ) | | | (2,515 | ) | | | 6,075 | | | | (3,738 | ) |
Gain on repurchase of unsecured senior notes | | | (37 | ) | | | — | | | | (137 | ) | | | — | |
Income taxes paid | | | (187 | ) | | | (220 | ) | | | (2,395 | ) | | | (3,023 | ) |
Income taxes recovered | | | 4 | | | | 10 | | | | 7 | | | | 10 | |
Interest paid | | | (35,500 | ) | | | (38,005 | ) | | | (79,702 | ) | | | (80,706 | ) |
Interest received | | | 227 | | | | 143 | | | | 562 | | | | 177 | |
Funds provided by operations | | | 91,608 | | | | 81,327 | | | | 388,220 | | | | 171,655 | |
Changes in non-cash working capital balances | | | (3,108 | ) | | | (73,185 | ) | | | (57,904 | ) | | | (93,633 | ) |
| | | 88,500 | | | | 8,142 | | | | 330,316 | | | | 78,022 | |
Investments: | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (51,546 | ) | | | (51,103 | ) | | | (146,378 | ) | | | (126,941 | ) |
Purchase of intangibles | | | (847 | ) | | | — | | | | (1,524 | ) | | | — | |
Proceeds on sale of property, plant and equipment | | | 6,698 | | | | 22,337 | | | | 20,724 | | | | 32,033 | |
Proceeds from sale of investments and other assets | | | 10,013 | | | | — | | | | 10,013 | | | | — | |
Business acquisitions | | | — | | | | (10,200 | ) | | | (28,000 | ) | | | (10,200 | ) |
Purchase of investments and other assets | | | (3,211 | ) | | | (73 | ) | | | (5,282 | ) | | | (609 | ) |
Receipt of finance lease payments | | | 64 | | | | — | | | | 64 | | | | — | |
Changes in non-cash working capital balances | | | 4,551 | | | | 7,328 | | | | (6,774 | ) | | | 6,881 | |
| | | (34,278 | ) | | | (31,711 | ) | | | (157,157 | ) | | | (98,836 | ) |
Financing: | | | | | | | | | | | | | | | | |
Issuance of long-term debt | | | 23,600 | | | | 50,360 | | | | 162,649 | | | | 144,889 | |
Repayments of long-term debt | | | (49,517 | ) | | | (34,475 | ) | | | (288,538 | ) | | | (118,586 | ) |
Repurchase of share capital | | | — | | | | (5,010 | ) | | | (12,951 | ) | | | (10,010 | ) |
Issuance of common shares from the exercise of options | | | — | | | | — | | | | — | | | | 6,162 | |
Lease payments | | | (2,410 | ) | | | (1,777 | ) | | | (6,413 | ) | | | (5,186 | ) |
| | | (28,327 | ) | | | 9,098 | | | | (145,253 | ) | | | 17,269 | |
Effect of exchange rate changes on cash | | | 251 | | | | 2,878 | | | | (428 | ) | | | 3,005 | |
Increase (decrease) in cash | | | 26,146 | | | | (11,593 | ) | | | 27,478 | | | | (540 | ) |
Cash, beginning of period | | | 22,919 | | | | 51,641 | | | | 21,587 | | | | 40,588 | |
Cash, end of period | | $ | 49,065 | | | $ | 40,048 | | | $ | 49,065 | | | $ | 40,048 | |
See accompanying notes to condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(Stated in thousands of Canadian dollars) | | Shareholders’ Capital | | | Contributed Surplus | | | Accumulated Other Comprehensive Income | | | Deficit | | | Total Equity | |
Balance at January 1, 2023 | | $ | 2,299,533 | | | $ | 72,555 | | | $ | 159,714 | | | $ | (1,301,273 | ) | | $ | 1,230,529 | |
Net earnings for the period | | | — | | | | — | | | | — | | | | 142,522 | | | | 142,522 | |
Other comprehensive income for the period | | | — | | | | — | | | | 1,838 | | | | — | | | | 1,838 | |
Settlement of Executive Performance and Restricted Share Units | | | 19,206 | | | | — | | | | — | | | | — | | | | 19,206 | |
Share repurchases | | | (12,951 | ) | | | — | | | | — | | | | — | | | | (12,951 | ) |
Redemption of non-management directors share units | | | 757 | | | | — | | | | — | | | | — | | | | 757 | |
Share-based compensation expense | | | — | | | | 1,834 | | | | — | | | | — | | | | 1,834 | |
Balance at September 30, 2023 | | $ | 2,306,545 | | | $ | 74,389 | | | $ | 161,552 | | | $ | (1,158,751 | ) | | $ | 1,383,735 | |
(Stated in thousands of Canadian dollars) | | Shareholders’ Capital | | | Contributed Surplus | | | Accumulated Other Comprehensive Income | | | Deficit | | | Total Equity | |
Balance at January 1, 2022 | | $ | 2,281,444 | | | $ | 76,311 | | | $ | 134,780 | | | $ | (1,266,980 | ) | | $ | 1,225,555 | |
Net loss for the period | | | — | | | | — | | | | — | | | | (37,776 | ) | | | (37,776 | ) |
Other comprehensive income for the period | | | — | | | | — | | | | 34,355 | | | | — | | | | 34,355 | |
Share options exercised | | | 8,843 | | | | (2,681 | ) | | | — | | | | — | | | | 6,162 | |
Share repurchases | | | (10,010 | ) | | | — | | | | — | | | | — | | | | (10,010 | ) |
Share-based compensation reclassification | | | 14,083 | | | | (219 | ) | | | — | | | | — | | | | 13,864 | |
Share-based compensation expense | | | — | | | | 646 | | | | — | | | | — | | | | 646 | |
Balance at September 30, 2022 | | $ | 2,294,360 | | | $ | 74,057 | | | $ | 169,135 | | | $ | (1,304,756 | ) | | $ | 1,232,796 | |
See accompanying notes to condensed interim consolidated financial statements.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Tabular amounts are stated in thousands of Canadian dollars except share numbers and per share amounts)
NOTE 1. DESCRIPTION OF BUSINESS
Precision Drilling Corporation (Precision or the Corporation) is incorporated under the laws of the Province of Alberta, Canada and is a provider of contract drilling and completion and production services primarily to oil and natural gas and geothermal exploration and production companies in Canada, the United States and certain international locations.
NOTE 2. BASIS OF PRESENTATION
(a) Statement of Compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.
The condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Corporation as at and for the year ended December 31, 2022.
These condensed interim consolidated financial statements were prepared using accounting policies and methods of their application are consistent with those used in the preparation of the Corporation’s consolidated annual financial statements for the year ended December 31, 2022, except as noted in Note 2 (c).
These condensed interim consolidated financial statements were approved by the Board of Directors on October 25, 2023.
(b) Use of Estimates and Judgements
The preparation of the condensed interim consolidated financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingencies. These estimates and judgements are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The estimation of anticipated future events involves uncertainty and, consequently, the estimates used in preparation of the condensed interim consolidated financial statements may change as future events unfold, more experience is acquired, or the Corporation’s operating environment changes.
Significant estimates and judgements used in the preparation of these condensed interim consolidated financial statements remained unchanged from those disclosed in the Corporation’s consolidated annual financial statements for the year ended December 31, 2022.
(c) Significant Accounting Policies
Interests in equity-accounted investees
An associate is an entity for which the Corporation has significant influence and thereby has the power to participate in the financial and operational decisions but does not control or jointly control the investee. Investments in associates are accounted for using the equity method of accounting and are recognized at cost and subsequently adjusted for the proportionate share of the investee's net assets. The Corporation's consolidated financial statements include its share of the investee's net earnings (loss) and other comprehensive income (loss) until the date that significant influence ceases.
Foreign currency translation
Change in functional currency
On July 1, 2023, as a result of changing facts and circumstances in the current year, a subsidiary of the Corporation changed its functional currency from U.S. Dollars (USD) to Kuwaiti Dinar (KWD) to reflect the business activities within the primary economic environment in which the subsidiary operates. The changes in facts and circumstances that led to this determination included, but were not limited to, the expiration of multiple material USD denominated customer drilling contracts and the execution of multiple material KWD denominated customer drilling contracts. The change in functional currency was applied prospectively, in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, on July 1, 2023, with the assets and liabilities of the subsidiary being converted into KWD from USD at a fixed exchange rate of USD1 : KWD3.24.
NOTE 3. Revenue
| (a) | Disaggregation of revenue |
The following table includes a reconciliation of disaggregated revenue by reportable segment. Revenue has been disaggregated by primary geographical market and type of service provided.
Three Months Ended September 30, 2023 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
United States | | $ | 179,827 | | | $ | 4,262 | | | $ | — | | | $ | (6 | ) | | $ | 184,083 | |
Canada | | | 172,546 | | | | 53,311 | | | | — | | | | (1,541 | ) | | | 224,316 | |
International | | | 38,355 | | | | — | | | | — | | | | — | | | | 38,355 | |
| | $ | 390,728 | | | $ | 57,573 | | | $ | — | | | $ | (1,547 | ) | | $ | 446,754 | |
| | | | | | | | | | | | | | | | | | | | |
Day rate/hourly services | | $ | 380,519 | | | $ | 57,573 | | | $ | — | | | $ | (146 | ) | | $ | 437,946 | |
Shortfall payments/idle but contracted | | | 8,136 | | | | — | | | | — | | | | — | | | | 8,136 | |
Other | | | 2,073 | | | | — | | | | — | | | | (1,401 | ) | | | 672 | |
| | $ | 390,728 | | | $ | 57,573 | | | $ | — | | | $ | (1,547 | ) | | $ | 446,754 | |
Three Months Ended September 30, 2022 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
United States | | $ | 189,744 | | | $ | 4,496 | | | $ | — | | | $ | (5 | ) | | $ | 194,235 | |
Canada | | | 148,525 | | | | 52,146 | | | | — | | | | (1,767 | ) | | | 198,904 | |
International | | | 36,196 | | | | — | | | | — | | | | — | | | | 36,196 | |
| | $ | 374,465 | | | $ | 56,642 | | | $ | — | | | $ | (1,772 | ) | | $ | 429,335 | |
| | | | | | | | | | | | | | | | | | | | |
Day rate/hourly services | | $ | 371,018 | | | $ | 56,642 | | | $ | — | | | $ | (166 | ) | | $ | 427,494 | |
Shortfall payments/idle but contracted | | | 1,161 | | | | — | | | | — | | | | — | | | | 1,161 | |
Other | | | 2,286 | | | | — | | | | — | | | | (1,606 | ) | | | 680 | |
| | $ | 374,465 | | | $ | 56,642 | | | $ | — | | | $ | (1,772 | ) | | $ | 429,335 | |
Nine Months Ended September 30, 2023 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
United States | | $ | 655,154 | | | $ | 11,946 | | | $ | — | | | $ | (23 | ) | | $ | 667,077 | |
Canada | | | 503,312 | | | | 166,311 | | | | — | | | | (5,013 | ) | | | 664,610 | |
International | | | 99,296 | | | | — | | | | — | | | | — | | | | 99,296 | |
| | $ | 1,257,762 | | | $ | 178,257 | | | $ | — | | | $ | (5,036 | ) | | $ | 1,430,983 | |
| | | | | | | | | | | | | | | | | | | | |
Day rate/hourly services | | $ | 1,226,836 | | | $ | 178,257 | | | $ | — | | | $ | (383 | ) | | $ | 1,404,710 | |
Shortfall payments/idle but contracted | | | 15,377 | | | | — | | | | — | | | | — | | | | 15,377 | |
Turnkey drilling services | | | 8,988 | | | | — | | | | — | | | | — | | | | 8,988 | |
Other | | | 6,561 | | | | — | | | | — | | | | (4,653 | ) | | | 1,908 | |
| | $ | 1,257,762 | | | $ | 178,257 | | | $ | — | | | $ | (5,036 | ) | | $ | 1,430,983 | |
Nine Months Ended September 30, 2022 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
United States | | $ | 495,183 | | | $ | 12,833 | | | $ | — | | | $ | (33 | ) | | $ | 507,983 | |
Canada | | | 379,115 | | | | 115,088 | | | | — | | | | (4,107 | ) | | | 490,096 | |
International | | | 108,611 | | | | — | | | | — | | | | — | | | | 108,611 | |
| | $ | 982,909 | | | $ | 127,921 | | | $ | — | | | $ | (4,140 | ) | | $ | 1,106,690 | |
| | | | | | | | | | | | | | | | | | | | |
Day rate/hourly services | | $ | 949,078 | | | $ | 127,921 | | | $ | — | | | $ | (592 | ) | | $ | 1,076,407 | |
Shortfall payments/idle but contracted | | | 1,791 | | | | — | | | | — | | | | — | | | | 1,791 | |
Turnkey drilling services | | | 26,580 | | | | — | | | | — | | | | — | | | | 26,580 | |
Other | | | 5,460 | | | | — | | | | — | | | | (3,548 | ) | | | 1,912 | |
| | $ | 982,909 | | | $ | 127,921 | | | $ | — | | | $ | (4,140 | ) | | $ | 1,106,690 | |
Precision has operations that are carried on in Canada which represent approximately 46% (2022 – 44%) of consolidated revenue for the nine months ended September 30, 2023 and 37% (2022 – 36%) of consolidated total assets as at September 30, 2023. The ability to move heavy equipment in Canadian oil and natural gas fields is dependent on weather conditions. As warm weather returns in the spring, the winter's frost comes out of the ground rendering many secondary roads incapable of supporting the weight of heavy equipment until they have thoroughly dried out. The duration of this “spring break-up” has a direct impact on Precision’s activity levels. In addition, many exploration and production areas in northern Canada are accessible only in winter months when the ground is frozen hard enough to support equipment. The timing of freeze up and spring break-up affects the ability to move equipment in and out of these areas. As a result, late March through May is traditionally Precision’s slowest time in this region.
NOTE 4. SEGMENTED INFORMATION
The Corporation has two reportable operating segments; Contract Drilling Services and Completion and Production Services. Contract Drilling Services includes drilling rigs, procurement and distribution of oilfield supplies, and manufacture, sale and repair of drilling equipment. Completion and Production Services includes service rigs, oilfield equipment rental and camp and catering services. The Corporation provides services primarily in Canada, the United States and certain international locations.
Three Months Ended September 30, 2023 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
Revenue | | $ | 390,728 | | | $ | 57,573 | | | $ | — | | | $ | (1,547 | ) | | $ | 446,754 | |
Earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization | | | 131,701 | | | | 14,118 | | | | (31,244 | ) | | | — | | | | 114,575 | |
Depreciation and amortization | | | 67,431 | | | | 3,485 | | | | 2,276 | | | | — | | | | 73,192 | |
Gain on asset disposals | | | (2,402 | ) | | | (22 | ) | | | (14 | ) | | | — | | | | (2,438 | ) |
Total assets | | | 2,494,557 | | | | 172,127 | | | | 141,517 | | | | — | | | | 2,808,201 | |
Capital expenditures | | | 48,517 | | | | 2,818 | | | | 1,058 | | | | — | | | | 52,393 | |
Three Months Ended September 30, 2022 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
Revenue | | $ | 374,465 | | | $ | 56,642 | | | $ | — | | | $ | (1,772 | ) | | $ | 429,335 | |
Earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization | | | 118,599 | | | | 14,788 | | | | (13,826 | ) | | | — | | | | 119,561 | |
Depreciation and amortization | | | 63,513 | | | | 3,598 | | | | 2,337 | | | | — | | | | 69,448 | �� |
Gain on asset disposals | | | (6,780 | ) | | | (762 | ) | | | (696 | ) | | | — | | | | (8,238 | ) |
Total assets | | | 2,605,071 | | | | 192,917 | | | | 129,396 | | | | — | | | | 2,927,384 | |
Capital expenditures | | | 49,647 | | | | 1,289 | | | | 167 | | | | — | | | | 51,103 | |
Nine Months Ended September 30, 2023 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
Revenue | | $ | 1,257,762 | | | $ | 178,257 | | | $ | — | | | $ | (5,036 | ) | | $ | 1,430,983 | |
Earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization | | | 468,302 | | | | 39,031 | | | | (47,446 | ) | | | — | | | | 459,887 | |
Depreciation and amortization | | | 201,137 | | | | 10,854 | | | | 6,832 | | | | — | | | | 218,823 | |
Gain on asset disposals | | | (14,688 | ) | | | (736 | ) | | | (162 | ) | | | — | | | | (15,586 | ) |
Total assets | | | 2,494,557 | | | | 172,127 | | | | 141,517 | | | | — | | | | 2,808,201 | |
Capital expenditures | | | 138,716 | | | | 7,043 | | | | 2,143 | | | | — | | | | 147,902 | |
Nine Months Ended September 30, 2022 | | Contract Drilling Services | | | Completion and Production Services | | | Corporate and Other | | | Inter- Segment Eliminations | | | Total | |
Revenue | | $ | 982,909 | | | $ | 127,921 | | | $ | — | | | $ | (4,140 | ) | | $ | 1,106,690 | |
Earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization | | | 260,202 | | | | 26,166 | | | | (65,853 | ) | | | — | | | | 220,515 | |
Depreciation and amortization | | | 190,306 | | | | 10,202 | | | | 7,154 | | | | — | | | | 207,662 | |
Gain on asset disposals | | | (19,243 | ) | | | (2,151 | ) | | | (758 | ) | | | — | | | | (22,152 | ) |
Total assets | | | 2,605,071 | | | | 192,917 | | | | 129,396 | | | | — | | | | 2,927,384 | |
Capital expenditures | | | 122,696 | | | | 3,847 | | | | 398 | | | | — | | | | 126,941 | |
A reconciliation of total segment earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, depreciation and amortization to net earnings (loss) is as follows:
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Total segment earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization | | $ | 114,575 | | | $ | 119,561 | | | $ | 459,887 | | | $ | 220,515 | |
Deduct: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 73,192 | | | | 69,448 | | | | 218,823 | | | | 207,662 | |
Gain on asset disposals | | | (2,438 | ) | | | (8,238 | ) | | | (15,586 | ) | | | (22,152 | ) |
Foreign exchange | | | 363 | | | | 1,344 | | | | (894 | ) | | | 1,362 | |
Finance charges | | | 19,618 | | | | 22,521 | | | | 63,946 | | | | 64,294 | |
Gain on repurchase of unsecured senior notes | | | (37 | ) | | | — | | | | (137 | ) | | | — | |
Loss (gain) on investments and other assets | | | (3,813 | ) | | | (2,515 | ) | | | 6,075 | | | | (3,738 | ) |
Income taxes | | | 7,898 | | | | 6,322 | | | | 45,138 | | | | 10,863 | |
Net earnings (loss) | | $ | 19,792 | | | $ | 30,679 | | | $ | 142,522 | | | $ | (37,776 | ) |
NOTE 5. LONG-TERM DEBT
| | U.S. Denominated Facilities | | | Canadian Facilities and Translated U.S. Facilities | |
| | | | | | |
| | | September 30, | | | | December 31, | | | | September 30, | | | | December 31, | |
| | | 2023 | | | | 2022 | | | | 2023 | | | | 2022 | |
| | | | | | | | | | | | | | | | |
Current Portion of Long-Term Debt | | | | | | | | | | | | | | | | |
Canadian Real Estate Credit Facility | | US$ | — | | | US$ | — | | | $ | 1,333 | | | $ | 1,333 | |
U.S. Real Estate Credit Facility | | | 704 | | | | 704 | | | | 957 | | | | 954 | |
| | US$ | 704 | | | US$ | 704 | | | $ | 2,290 | | | $ | 2,287 | |
| | | | | | | | | | | | | | | | |
Long-Term Debt | | | | | | | | | | | | | | | | |
Senior Credit Facility | | US$ | — | | | US$ | 44,000 | | | $ | — | | | $ | 59,620 | |
Canadian Real Estate Credit Facility | | | — | | | | — | | | | 15,334 | | | | 16,334 | |
U.S. Real Estate Credit Facility | | | 7,861 | | | | 8,389 | | | | 10,679 | | | | 11,368 | |
Unsecured Senior Notes: | | | | | | | | | | | | | | | | |
7.125% senior notes due 2026 | | | 299,330 | | | | 347,765 | | | | 406,631 | | | | 471,225 | |
6.875% senior notes due 2029 | | | 400,000 | | | | 400,000 | | | | 543,387 | | | | 542,004 | |
| | US$ | 707,191 | | | US$ | 800,154 | | | | 976,031 | | | | 1,100,551 | |
Less net unamortized debt issue costs and original issue discount | | | | | | | | | | | (12,204 | ) | | | (14,581 | ) |
| | | | | | | | | | $ | 963,827 | | | $ | 1,085,970 | |
| | Senior Credit Facility | | | Unsecured Senior Notes | | | Canadian Real Estate Credit Facility | | | U.S. Real Estate Credit Facility | | | Debt Issue Costs and Original Issue Discount | | | Total | |
Current | | $ | — | | | $ | — | | | $ | 1,333 | | | $ | 954 | | | $ | — | | | $ | 2,287 | |
Long-term | | | 59,620 | | | | 1,013,229 | | | | 16,334 | | | | 11,368 | | | | (14,581 | ) | | | 1,085,970 | |
December 31, 2022 | | | 59,620 | | | | 1,013,229 | | | | 17,667 | | | | 12,322 | | | | (14,581 | ) | | | 1,088,257 | |
Changes from financing cash flows: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from Senior Credit Facility | | | 162,649 | | | | — | | | | — | | | | — | | | | — | | | | 162,649 | |
Repayment of unsecured senior notes | | | — | | | | (64,611 | ) | | | — | | | | — | | | | — | | | | (64,611 | ) |
Repayment of Senior Credit Facility | | | (222,216 | ) | | | — | | | | — | | | | — | | | | — | | | | (222,216 | ) |
Repayment of Real Estate Credit Facility | | | — | | | | — | | | | (1,000 | ) | | | (711 | ) | | | — | | | | (1,711 | ) |
| | | 53 | | | | 948,618 | | | | 16,667 | | | | 11,611 | | | | (14,581 | ) | | | 962,368 | |
Gain on repurchase of unsecured senior notes | | | — | | | | (137 | ) | | | — | | | | — | | | | — | | | | (137 | ) |
Amortization of debt issue costs | | | — | | | | — | | | | — | | | | — | | | | 2,377 | | | | 2,377 | |
Foreign exchange adjustment | | | (53 | ) | | | 1,537 | | | | — | | | | 25 | | | | — | | | | 1,509 | |
September 30, 2023 | | $ | — | | | $ | 950,018 | | | $ | 16,667 | | | $ | 11,636 | | | $ | (12,204 | ) | | $ | 966,117 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Current | | $ | — | | | $ | — | | | $ | 1,333 | | | $ | 957 | | | $ | — | | | $ | 2,290 | |
Long-term | | | — | | | | 950,018 | | | | 15,334 | | | | 10,679 | | | | (12,204 | ) | | | 963,827 | |
September 30, 2023 | | $ | — | | | $ | 950,018 | | | $ | 16,667 | | | $ | 11,636 | | | $ | (12,204 | ) | | $ | 966,117 | |
As at September 30, 2023, Precision was in compliance with the covenants of the Senior Credit Facility and Real Estate Credit Facilities.
NOTE 6. FINANCE CHARGES
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Interest: | | | | | | | | | | | | |
Long-term debt | | $ | 17,990 | | | $ | 20,898 | | | $ | 58,863 | | | $ | 59,575 | |
Lease obligations | | | 948 | | | | 757 | | | | 2,719 | | | | 2,082 | |
Other | | | 105 | | | | 226 | | | | 293 | | | | 412 | |
Income | | | (342 | ) | | | (146 | ) | | | (702 | ) | | | (191 | ) |
Amortization of debt issue costs, loan commitment fees and original issue discount | | | 917 | | | | 786 | | | | 2,773 | | | | 2,416 | |
Finance charges | | $ | 19,618 | | | $ | 22,521 | | | $ | 63,946 | | | $ | 64,294 | |
NOTE 7. SHARE-BASED COMPENSATION PLANS
Liability Classified Plans
| | Restricted Share Units (a) | | | Performance Share Units (a) | | | Non- Management Directors’ DSUs (b) | | | Total | |
December 31, 2022 | | $ | 38,190 | | | $ | 100,858 | | | $ | 12,297 | | | $ | 151,345 | |
Expensed during period | | | 8,615 | | | | 12,402 | | | | (926 | ) | | | 20,091 | |
Settlement in shares | | | (2,102 | ) | | | (17,104 | ) | | | (757 | ) | | | (19,963 | ) |
Payments and redemptions | | | (26,524 | ) | | | (47,846 | ) | | | (385 | ) | | | (74,755 | ) |
Foreign exchange | | | 12 | | | | 21 | | | | — | | | | 33 | |
September 30, 2023 | | $ | 18,191 | | | $ | 48,331 | | | $ | 10,229 | | | $ | 76,751 | |
| | | | | | | | | | | | | | | | |
Current | | $ | 14,274 | | | $ | 34,117 | | | $ | — | | | $ | 48,391 | |
Long-term | | | 3,917 | | | | 14,214 | | | | 10,229 | | | | 28,360 | |
| | $ | 18,191 | | | $ | 48,331 | | | $ | 10,229 | | | $ | 76,751 | |
| (a) | Restricted Share Units and Performance Share Units |
A summary of the activity under the Restricted Share Unit (RSU) and the Performance Share Unit (PSU) plans are presented below:
| | RSUs Outstanding | | | PSUs Outstanding | |
December 31, 2022 | | | 495,168 | | | | 1,136,671 | |
Granted | | | 65,507 | | | | 121,350 | |
Redeemed | | | (266,191 | ) | | | (437,113 | ) |
Forfeited | | | (9,832 | ) | | | (11,705 | ) |
September 30, 2023 | | | 284,652 | | | | 809,203 | |
| (b) | Non-Management Directors – Deferred Share Units Plan |
A summary of the activity under the non-management director Deferred Share Unit (DSU) plan is presented below:
| | DSUs Outstanding | |
December 31, 2022 | | | 118,774 | |
Granted | | | 12,458 | |
Redeemed | | | (18,830 | ) |
September 30, 2023 | | | 112,402 | |
During the second quarter of 2023, 18,830 DSUs were redeemed upon the retirement of a non-management director. Precision elected to settle the redemption of DSUs through a combination of cash and common shares.
Equity Settled Plans
| (c) | Executive Restricted Share Units Plan |
Precision granted Executive RSUs to certain senior executives with the intention of settling them in voting shares of the Corporation either issued from treasury or purchased in the open market. Granted units vest annually over a three-year term.
| | Executive RSUs Outstanding | | | Weighted Average Fair Value | |
December 31, 2022 | | | — | | | $ | — | |
Granted | | | 46,740 | | | | 96.90 | |
September 30, 2023 | | | 46,740 | | | $ | 96.90 | |
The per unit weighted average fair value of the Executive RSUs granted during 2023 was $96.90 estimated on the grant date using a Black-Scholes option pricing model with the following assumptions: average risk-free interest rate of 4%, average expected life of two years, expected forfeiture rate of 5% and expected volatility of 68%. Included in net earnings (loss) for the three and nine months ended September 30, 2023 were expenses of $1 million (2022 – nil) and $2 million (2022 – nil) respectively.
A summary of the activity under the option plan is presented below:
Canadian share options | | Outstanding | | | Range of Exercise Price | | | Weighted Average Exercise Price | | | Exercisable | |
December 31, 2022 and September 30, 2023 | | | 23,055 | | | $ | 87.00 | | | | — | | | | 145.97 | | | $ | 113.01 | | | | 23,055 | |
U.S. share options | | Outstanding | | | Range of Exercise Price (US$) | | | Weighted Average Exercise Price (US$) | | | Exercisable | |
December 31, 2022 | | | 141,748 | | | $ | 51.20 | | | | — | | | | 111.47 | | | $ | 84.84 | | | | 141,748 | |
Forfeited | | | (13,350 | ) | | | 64.20 | | | | — | | | | 100.40 | | | | 75.66 | | | | | |
September 30, 2023 | | | 128,398 | | | $ | 51.20 | | | | — | | | | 111.47 | | | $ | 85.80 | | | | 128,398 | |
| (e) | Non-Management Directors – Deferred Share Unit Plan |
As at September 30, 2023, there were 1,470 (2022 – 1,470) deferred share units outstanding.
NOTE 8. SHAREHOLDERS’ CAPITAL
Common shares | | Number | | | Amount | |
December 31, 2022 | | | 13,558,525 | | | | 2,299,533 | |
Settlement of PSUs and RSUs | | | 230,336 | | | | 19,206 | |
Share repurchases | | | (193,616 | ) | | | (12,951 | ) |
Redemption of non-management directors share units | | | 12,494 | | | | 757 | |
September 30, 2023 | | | 13,607,739 | | | | 2,306,545 | |
| (a) | Normal Course Issuer Bid |
During the third quarter of 2023, the Toronto Stock Exchange (TSX) approved the renewal of Precision's Normal Course Issuer Bid (NCIB). Pursuant to the NCIB, the Corporation has been authorized by the TSX to repurchase and cancel up to a maximum of 1,326,321 common shares. The NCIB will terminate no later than September 18, 2024. Prior to the renewal of the NCIB, Precision had repurchased and cancelled 193,616 common shares for $13 million in 2023.
NOTE 9. PER SHARE AMOUNTS
The following tables reconcile net earnings (loss) and weighted average shares outstanding used in computing basic and diluted net earnings (loss) per share:
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Net earnings (loss) – basic | | $ | 19,792 | | | $ | 30,679 | | | $ | 142,522 | | | $ | (37,776 | ) |
Effect of share options and other equity compensation plans | | | — | | | | (94 | ) | | | 3,679 | | | | — | |
Net earnings (loss) – diluted | | $ | 19,792 | | | $ | 30,585 | | | $ | 146,201 | | | $ | (37,776 | ) |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
(Stated in thousands) | | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Weighted average shares outstanding – basic | | | 13,607 | | | | 13,580 | | | | 13,643 | | | | 13,549 | |
Effect of share options and other equity compensation plans | | | 3 | | | | 1,464 | | | | 1,215 | | | | — | |
Weighted average shares outstanding – diluted | | | 13,610 | | | | 15,044 | | | | 14,858 | | | | 13,549 | |
NOTE 10. FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying values of cash, accounts receivable, and accounts payable and accrued liabilities approximates their fair value due to the relatively short period to maturity of the instruments. At the end of each reporting period, investments and other assets are measured at their estimated fair value, with changes in fair value recognized in profit or loss. Amounts drawn on the Senior Credit Facility and the Canadian and U.S. Real Estate Credit Facilities are measured at amortized cost and approximate fair value as this indebtedness is subject to floating rates of interest. The fair value of the unsecured senior notes at September 30, 2023 was approximately $921 million (December 31, 2022 – $965 million).
Financial assets and liabilities recorded or disclosed at fair value in the consolidated statement of financial position are categorized based upon the level of judgement associated with the inputs used to measure their fair value. Hierarchical levels are based on the amount of subjectivity associated with the inputs in the fair value determination and are as follows:
Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
The estimated fair value of unsecured senior notes is based on level II inputs. The fair value is estimated considering the risk-free interest rates on government debt instruments of similar maturities, adjusted for estimated credit risk, industry risk and market risk premiums.
NOTE 11. BUSINESS COMBINATION
During the quarter ended September 30, 2023, Precision entered into an agreement to acquire all of the issued and outstanding common shares of CWC Energy Services Corp. (CWC), comprised of 947,909 Precision common shares, valued at approximately $88 million as of September 1, 2023 market close, $14 million in cash, plus the assumption of CWC's outstanding debt. The transaction is expected to be completed in the fourth quarter of 2023, subject to CWC shareholder and regulatory approvals and the satisfaction of other customary closing conditions.
SHAREHOLDER INFORMATION STOCK EXCHANGE LISTINGS Shares of Precision Drilling Corporation are listed on the Toronto Stock Exchange under the trading symbol PD and on the New York Stock Exchange under the trading symbol PDS. TRANSFER AGENT AND REGISTRAR Computershare Trust Company of Canada Calgary, Alberta TRANSFER POINT Computershare Trust Company NA Canton, Massachusetts Q3 2023 TRADING PROFILE Toronto (TSX: PD) High: $100.23 Low: $61.81 Close: $91.01 Volume Traded: 5,167,035 New York (NYSE: PDS) High: US$73.82 Low: US$46.29 Close: US$67.12 Volume Traded: 3,914,000 ACCOUNT QUESTIONS Precision’s Transfer Agent can help you with a variety of shareholder related services, including: • change of address • lost unit certificates • transfer of shares to another person • estate settlement Computershare Trust Company of Canada 100 University Avenue 9th Floor, North Tower Toronto, Ontario M5J 2Y1 Canada 1-800-564-6253 (toll free in Canada and the United States) 1-514-982-7555 (international direct dialing) Email: service@computershare.com ONLINE INFORMATION To receive news releases by email, or to view this interim report online, please visit Precision’s website at www.precisiondrilling.com and refer to the Investor Relations section. Additional information relating to Precision, including the Annual Information Form, Annual Report and Management Information Circular has been filed with SEDAR and is available at www.sedar.com and on the EDGAR website www.sec.gov | | CORPORATE INFORMATION DIRECTORS Michael R. Culbert William T. Donovan Steven W. Krablin Susan M. MacKenzie Lori A. Lancaster Kevin O. Meyers Kevin A. Neveu David W. Williams OFFICERS Kevin A. Neveu President and Chief Executive Officer Veronica H. Foley Chief Legal & Compliance Officer Carey T. Ford Chief Financial Officer Shuja U. Goraya Chief Technology Officer Darren J. Ruhr Chief Administrative Officer Gene C. Stahl President, North American Drilling AUDITORS KPMG LLP Calgary, Alberta HEAD OFFICE Suite 800, 525 8th Avenue SW Calgary, Alberta, T2P 1G1 Canada Telephone: 403-716-4500 Facsimile: 403-264-0251 Email: info@precisiondrilling.com www.precisiondrilling.com |
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