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GASFRAC Announces Third Quarter 2012 Results
By: Marketwire .
Nov. 7, 2012 05:00 PM
CALGARY, ALBERTA -- (Marketwire) -- 11/07/12 -- GASFRAC Energy Services Inc. (TSX:GFS) GASFRAC is pleased to present its third quarter, 2012 results. Although revenue for the quarter decreased 29% to $40.9 million from $57.2 million in 2011, revenue in the third quarter of 2011 included a $20.9 million sale of materials to Husky. Adjusting for this sale, revenues from service revenue increased approximately 12% in 2012 as compared to 2011. Revenue per operating day increased to $448 from $420. During the quarter, the Company earned revenues from 19 customers with the top three customers accounting for approximately 69% of the Company's revenue (2011 - 47%). Revenue from the Canadian operations for the quarter was $26.8 million generated from 57 operating days at an average of $468 per operating day as compared to 57 operating days at an average of $419 per day in the third quarter of 2011. In the third quarter of 2011 revenues were $23.9 million from services and $20.9 million from the materials sale to Husky. Wet conditions throughout the quarter prevented operations in many areas. The most significant impact for our Canadian operations was the delay of recommencement of operations for Husky, due to these wet conditions, from an original early June start date into mid July. Revenue was earned from 8 customers during the quarter with three of these customers representing 85% of the total revenue earned from Canadian operations. Revenue from the U.S. operations for the quarter were $14.1 million generated from 34 operating days at an average revenue per operating day of $415 as compared to $12.6 million in the third quarter of 2011 from 30 operating days at an average revenue per operating day of $420 . The work under the Blackbrush contract was delayed from September 8, 2012 as our customer assessed wells. Work under the contract recommenced on October 14, 2012. As previously announced, on September 11, 2012 the board of directors of GASFRAC Energy Services Inc. ("GASFRAC") announced that they had commenced an operational review. The Company determined that it is prudent to focus its near term growth opportunities on North America and specifically in Western Canada and in South Texas and Colorado in the USA. Concurrent with this focused growth, cost control is equally important. As a result, cost reductions were undertaken through staff reductions and other fixed cost reductions. These actions were largely completed by early October and as a result, the impact of the cost reductions will be realized during Q4 and onwards. The Company has engaged a search firm to assist with the identification and hiring of a new Chief Executive Officer. To date, a number of candidates have been identified and interviewed. The Company expects to be in a position to announce a new CEO by year end or early in the first quarter of 2013. Subsequent to September 30, 2012 the Company's bank syndicate agreed to amend the Company's credit facility such that covenants relating to trailing twelve month EBITDA were suspended through to the end of the first quarter of 2013 and the Company's draws on the facility, during this period, was limited to $60 million. The Company is confident that these changes provide the necessary financial capacity and flexibility. MANAGEMENT'S DISCUSSION AND ANALYSIS SEPTEMBER 30, 2012 Management's discussion and analysis ("MD&A") of the financial condition and the results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2012 and the audited consolidated financial statements for the year ended December 31, 2011 of GASFRAC Energy Services Inc. ("the Company" or the "Company"), together with the accompanying notes. The interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") including International Accounting Standard ("IAS") 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). Readers should also refer to the "Forward-Looking Statements" legal advisory at the end of this MD&A. This MD&A has been prepared using information that is current to November 7, 2012. All references to dollar amounts are in Canadian dollars. Figures are in '000s except share and per share data or as otherwise noted. Unless the context otherwise requires, all references in this MD&A to "we", "us" or "our" mean the Company. BUSINESS OF GASFRAC GASFRAC Energy Services Inc. was incorporated on February 13, 2006 in Canada under the Business Corporations Act in the Province of Alberta. The Company is an oil and gas well fracturing company that has developed new technology, the "LPG Fracturing Process", to enable wells to be fractured safely with LPG, more specifically propane and butane. The Company has six wholly-owned subsidiaries, the GASFRAC Energy Services GP Inc., GASFRAC Energy Services Limited Partnership, GASFRAC Luxembourg Finance (a Luxembourg incorporated entity), GASFRAC Energy Services (US) Inc. (a U.S. incorporated entity), GASFRAC US Holdings Inc., and GASFRAC Inc. (a U.S. incorporated entity). COMPARITIVE QUARTERLY FINANCIAL INFOMRATION
For the three months ended September 30 September 30 September 30
2012 2011 2010
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CAD$ CAD$ CAD$
Revenue 40,851 57,437 26,590
Operating expenses 35,381 42,318 18,046
Selling, general and
administrative expenses 5,786 4,423 3,202
EBITDA(1) 1,060 10,960 4,874
(Loss) Profit for the period (7,144) 5,911 2,318
(Loss) Earnings per share -
basic (0.11) 0.10 0.06
(Loss) Earnings per share -
diluted (0.11) 0.09 0.06
Weighted average number of
shares - basic 63,043 61,567 41,245
Total assets 323,748 287,632 182,280
Total non-current liabilities 35,794 2,123 48
Treatments 175 191 137
Revenue per treatment 233 191 194
Revenue days 91 87 83
Revenue per revenue day 448 420 320
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(1) Defined under Non-IFRS Measures OPERATIONAL REVIEW On September 11, 2012 the board of directors of GASFRAC announced that they had commenced an operational review and restructuring of the management team at GASFRAC. As part of the management restructuring, the management group comprising of Zeke Zeringue, Chief Executive Officer and Steve Batchelor, Chief Operating Officer, left the Company. Jim Hill, the current Chief Financial Officer of the Company, assumed the role of acting President and Chief Executive Officer until a replacement is found. Management is determined to focus its near term growth opportunities on North America and specifically in Western Canada and in South Texas and Colorado in the USA. Management is also focused on controlling costs and has taken the following actions:
-- The overhead staffing in the Houston office has been reduced from 16 to
a sales and engineering team of six;
-- US field and support staff levels have been reduced by approximately 25%
to a level to support two sets of equipment;
-- Canadian staffing levels have been reduced by approximately 20% to a
level to support three sets of equipment;
-- Costs related to facilities, staff housing, insurance and other fixed
costs have been reduced.
As a result of these actions, the Company accrued $1.0 million of severance costs in Q3. The impact of the cost reductions will be realized during Q4 and onwards. The active five sets of equipment will provide sufficient revenue producing capacity to allow for growth through 2013 and additional sets can be manned as demand increases. FINANCIAL OVERVIEW - FOR THE THREE MONTHS ENDED
September 30, 2012
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Canada U.S. Corporate Total
---------------------------------------------------
CAD$ CAD$ CAD$ CAD$
Revenue 26,746 14,105 40,851
Cost of sales 12,983 48.5% 9,200 65.2% 22,183 54.3%
Direct Operating costs 7,869 29.4% 5,329 37.8% 13,198 32.3%
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Operating expenses 20,852 78.0% 14,529 103.0% - 35,381 86.6%
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Selling, general and
administration 2,881 10.8% 1,593 11.3% 1,312 5,786 14.2%
Number of revenue days 57 34 91
Revenue per day 468 415 448
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September 30, 2011
---------------------------------------------------
Canada U.S. Corporate Total
---------------------------------------------------
CAD$ CAD$ CAD$ CAD$
Revenue 44,831 12,606 57,437
Cost of sales 26,583 59.3% 6,624 52.5% 33,207 57.8%
Direct Operating costs 6,701 14.9% 2,328 18.5% 82 9,111 15.9%
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Operating expenses 33,284 74.2% 8,952 71.0% 82 42,318 73.7%
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Selling, general and
administration 2,330 5.2% 637 5.1% 1,456 4,423 7.7%
Number of revenue days
57 30 87
Revenue per day 419 420 420
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FINANCIAL OVERVIEW - FOR THE NINE MONTHS ENDED
September 30, 2012
----------------------------------------------------
Canada U.S. Corporate Total
----------------------------------------------------
CAD$ CAD$ CAD$ CAD$
Revenue 74,136 28,418 - 102,554
Cost of sales 37,008 49.9% 18,205 64.1% - 55,213 53.8%
Direct Operating costs 24,293 32.8% 12,822 45.1% - 37,115 36.2%
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Operating expenses 61,301 82.7% 31,027 109.2% - 92,328 90.0%
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Selling, general and
administration 9,044 12.2% 3,665 12.9% 4,238 16,947 16.5%
Number of revenue days 148 67 215
Revenue per day 500 424 477
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September 30, 2011
----------------------------------------------------
Canada U.S. Corporate Total
----------------------------------------------------
CAD$ CAD$ CAD$ CAD$
Revenue 87,606 14,453 - 102,059
Cost of sales 52,059 59.4% 7,216 49.9% - 59,275 58.1%
Direct Operating costs 19,018 21.7% 4,889 33.8% 82 23,989 23.5%
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Operating expenses 71,077 81.1% 12,105 83.8% 82 83,264 91.8%
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Selling, general and
administration 7,112 8.1% 1,303 9.0% 3,365 11,780 11.5%
Number of revenue days 147 38 185
Revenue per day 454 380 439
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REVENUE Revenue for the quarter decreased 29% to $40.9 million from $57.4 million in 2011. Revenue in the third quarter of 2011 included a $20.9 million sale of materials to Husky. Adjusting for this one time sale, revenues from service revenue increased approximately 12% in 2012 as compared to 2011. Revenue per operating day increased to $448 from $420. During the quarter, the Company earned revenues from 19 customers with the top three customers accounting for approximately 69% of the Company's revenue (2011 - 47%). Canadian operations: Revenue from the Canadian operations for the quarter was $26.8 million generated from 57 operating days at an average of $468 per operating day as compared to 57 operating days at an average of $419 per day in the third quarter of 2011. In the third quarter of 2011 revenues were $23.9 million from services and $20.9 million from the materials sale to Husky. Wet conditions throughout the current quarter prevented operations in many areas. The most significant impact for our Canadian operations was the delay of recommencement of operations for Husky, due to these wet conditions, from an original early June start date into mid July. Revenue was earned from 8 customers during the quarter with three of these customers representing 85% of the total revenue earned from Canadian operations. U.S. operations: Revenue from the U.S. operations for the quarter was $14.1 million generated from 34 operating days at an average revenue per operating day of $415 as compared to $12.6 million in the third quarter of 2011 from 30 operating days at an average revenue per operating day of $420. The work under the Blackbrush contract was delayed from September 8, 2012 as our customer assessed wells. Work under the contract recommenced on October 14, 2012. OPERATING EXPENSE Operating expense (comprises of cost of sales and direct operating costs) for the quarter increased to $35.4 million compared to $42.3 million in 2011. Cost of sales was $22.2 million (54.3% of revenue) as compared to $33.2 million (57.8%) of revenue in the third quarter of 2011. Direct operating costs increased to $13.2 million in the third quarter of 2012 as compared to $9.1 million in the third quarter of 2011. Direct operating costs were comprised of fixed costs of $8.2 million and variable costs of $5.0 million as compared to fixed costs of $5.8 million and variable costs of $3.3 million in the third quarter of 2011. The increase in direct costs was comprised largely of added operational staff in Canada ($0.6 million) and the USA ($1.3 million). Canadian operations: Operating expenses from the Canadian operations for the quarter were $20.9 million, compared to the $33.3 million incurred in 2011. Cost of sales was $13.0 million (48.5% of revenue) as compared to $26.6 million (59.3%) of revenue in the third quarter of 2011. Direct operating costs increased to $7.9 million in the third quarter of 2012 as compared to $6.7 million in the third quarter of 2011. Direct operating costs were comprised of fixed costs of $4.9 million and variable costs of $3.0 million (11.2%) as compared to fixed costs of $4.1 million and variable costs of $2.6 million (10.9%) in the third quarter of 2011. The increase in direct costs was due to added operational staff. U.S. operations: Operating expenses from the U.S. operations was $14.5 million, compared to the $9.0 million incurred in 2011. Cost of sales was $9.2 million (65.2% of revenue) as compared to $6.6 million (52.5%) of revenue in the third quarter of 2011. Direct operating costs increased to $5.3 million in the third quarter of 2012 as compared to $2.3 million in the third quarter of 2011. Direct operating costs were comprised of fixed costs of $3.3 million and variable costs of $2.0 million (14%) as compared to fixed costs of $1.7 million and variable costs of $0.6 million (5%) in the third quarter of 2011. The increase in direct costs reflects added operational staff. The increase in variable costs as a percentage of revenue resulted from accommodation costs incurred for field personnel in Southern Texas during the stoppage of work under the Blackbrush contract together with a one-time acceleration of equipment repair costs. SALES, GENERAL & ADMINISTRATIVE ("SG&A") EXPENSE SG&A expense were $5.8 million in quarter three of 2012 compared $4.4 million in quarter three 2011. The increase over 2011 is primarily due to overhead staff increase in the corporate US office and severance costs of approximately $0.9 million accrued upon termination of executive and overhead staff in September 2012. DEPRECIATION & AMORTIZATION Depreciation and amortization increased to $7.1 million during quarter three of 2012 from $4.7 million in quarter three of 2011. The increase is due to an increase in operating property and equipment put in place to increase the Company's revenue generation capacity. EBITDA EBITDA for the quarter was $1.1 million during 2012 compared to $11.0 million in 2011. The decrease in the gain reflects the decrease in revenue of $16.5 million, the increase in fixed operating costs as a percentage of revenue to 86.6% from 73.7% and increased SG&A of $1.4 million. LOSS FOR THE QUARTER Net loss for the quarter was $7.1 million as compared to a $5.9 million profit during 2011. The Company's effective tax rate was 6.8% (2011 - 13.8%) compared to the statutory rate of 25% (2011 - 26.55%). The difference in effective tax rate as compared to the statutory tax rate results largely from certain tax losses not being recognized, at this time, for accounting purposes. OTHER COMPREHENSIVE LOSS Other comprehensive loss of $3.5 million represents exchange differences arising from translation of the financial statements of the Company's foreign subsidiaries which have U.S. dollar as their functional currency. During the third quarter of 2012 the Canadian dollar remained steady against the US dollar, however, it was 5.4% stronger than the same period in 2011, and the net effect was a decrease to the net asset position in the U.S dollar denominated subsidiaries in Canadian dollar terms. SUMMARY OF QUARTERLY RESULTS
Dec. 31 Mar. 31 Jun 30 Sep. 30 Dec. 31
2010 2011 2011 2011 2011
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CAD$ CAD$ CAD$ CAD$ CAD$
Revenue 41,087 30,452 14,170 57,437 59,304
(Loss) Profit for the
period 1,995 (2,515) (7,768) 5,911 1,519
(Loss) Earnings per share
- basic 0.04 (0.04) (0.13) 0.10 0.03
(Loss) Earnings per share
- diluted 0.03 (0.04) (0.13) 0.09 0.03
EBITDA (1) 5,814 66 (5,566) 10,960 7,914
Capital expenditures 34,165 38,941 22,995 32,920 30,877
Working capital (2) 118,346 79,069 49,946 33,998 28,491
Shareholders' equity 259,445 258,217 251,374 262,436 264,713
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Mar. 31 Jun. 30 Sep. 30
2012 2012 2012
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CAD$ CAD$ CAD$
Revenue 44,969 16,734 40,851
(Loss) Profit for the
period (4,926) (16,949) (7,144)
(Loss) Earnings per share
- basic (0.08) (0.27) (0.11)
(Loss) Earnings per share
- diluted (0.08) (0.27) (0.11)
EBITDA (1) 2,259 (10,430) 1,060
Capital expenditures 22,162 23,315 3,878
Working capital (2) 27,894 8,994 (1,092)(3)
Shareholders' equity 263,695 247,519 237,201
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(1) Defined under Non-IFRS Measures
(2) Working capital is defined as current assets less current liabilities
(3) Refer note 7 of the Condensed Interim Consolidated Financial Statements
LIQUIDITY AND CAPITAL RESOURCES
September 30 September 30
2012 2011
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CAD$ CAD$
Cash provided by (used in)
Operating (8,972) (18,738)
Financing activities 15,604 1,151
Investing activities (3,879) (20,200)
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2,753 (37,787)
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As at September 30, 2012, the Company had approximately $5.3 million of capital commitments as part of the 2011 capital program. The Company anticipates being able to fund these capital expenditures through cash on hand, operating cash flows and debt facilities. OPERATING Net cash used in operating activities for the quarter was $9.0 million as compared to $18.7 million in 2011. During the quarter trade and other receivables of $20.7 million were collected, contributing substantially to the cash flow from operating activities. FINANCING Net cash provided by financing activities for the quarter was $15.6 million compared to $1.2 million provided in 2011. The funds resulted from the utilization of the credit facility of $15.0 million. During 2011 the cash from financing activities was from the exercise of stock options and warrants. The Company has a bank syndication for a $10 million operating facility and a $90 million revolving facility. As at September 30, 2012, the Company was not in compliance with the trailing twelve month EBITDA covenant. Although the Company has subsequently reached agreement with the bank syndication addressing this issue, pursuant to IAS 1, the Company has presented the entire credit facility as current as at the balance sheet date. Subsequent to September 30, 2012 the bank syndicate approved amendments to the credit facility suspending the financial covenants relating to trailing twelve month EBITDA through to the end of Q1 2013 and limiting draws on the credit facility during this period to $60 million. Based on the terms of the agreement, this results in $5.5 million of the credit facility being current. INVESTING The Company invested $3.9 million in property and equipment and intangible assets for the quarter to add revenue producing capacity as compared to $20.2 million in 2011. The expenditures during 2012 represents expenditure on the 2011 capital build of four additional sets and added fluid management capacity. The timing of cash outflows relating to financial liabilities are outlined in the following table:
Carrying
value at Greater
September 30 Less than 1 1 to 3 4 to 5 than 5
2012 year years years years
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CAD$ CAD$ CAD$ CAD$ CAD$
Trade payables and
accrued
liabilities
(excluding
performance share
units and accrued
interest on
debentures) 25,871 25,871 - - -
Performance share
units 587 435 87 65 -
Provisions 779 779 - - -
Credit facility 22,219 22,219 - - -
Convertible
debentures 34,473 235 - 34,238 -
Finance lease
obligation 2,592 1,062 1,530 - -
Operating lease
payments 11,319 1,740 3,201 2,667 3,711
Commitment to
purchase raw
materials 68,935 68,935 - - -
Commitment to
purchase plant and
equipment 5,322 5,322 - - -
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Total 172,097 126,598 4,818 36,970 3,711
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ACCOUNTING POLICIES AND ESTIMATES This MD&A is based on the Company's annual consolidated financial statements that have been prepared in accordance with IFRS. Management is required to make assumptions, judgments and estimates in the application of IFRS. The Company's significant accounting policies are described in note 2 of the December 31, 2011 audited consolidated financial statements. The preparation of the consolidated financial statements requires that certain estimates and judgments be made concerning the reported amount of revenue and expenses and the carrying values of assets and liabilities. These estimates are based on historical experience and management's judgment. Anticipating future events involves uncertainty and, consequently, the estimates used by management in the preparation of the consolidated financial statements may change as future events unfold, additional experience is acquired or the environment in which the Company operates changes. Apart from the key source of estimation uncertainty disclosed below, all key assumptions concerning the future, and other key sources of estimation uncertainty made at the end of the last full reporting period were applied consistently for the nine months ended September 30, 2012. Valuation of debenture holders' conversion option In order to value the debenture holders' conversion option, management had to determine what interest rate a similar debt instrument will carry if it had no conversion privilege. Management reviewed similar issues within the Canadian debt market of unrated entities and concluded that such a similar debt instrument without conversion privilege will carry a 10% coupon interest rate. Also, the Company's option to redeem the debentures before maturity is considered closely related to the host debt instrument and thus not separately valued. RELATED PARTY TRANSACTIONS During the period the Company also paid $nil (2011 - $5) in consulting fees to two directors. These transactions were in the normal course of operations and have been measured at exchange amounts. OUTSTANDING SHARE DATA
Common Shares Warrants Share Options
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# # #
Balance as at January 1, 2011 60,226,366 1,757,500 2,746,208
Issues / Granted - - 800,000
Issued / Exercised 2,172,708 (932,500) (1,073,875)
Forfeited - - (42,333)
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Balance as at December 31, 2011 62,399,074 825,000 2,430,000
Issues / Granted 5,000 - 1,645,000
Issued / Exercised 1,063,167 (825,000) (130,000)
Forfeited (5,830) - (935,000)
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Balance as at September 30,
2012 63,461,411 - 3,010,000
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DISCLOSURE CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in National Instrument 52-109. Based on the evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were designed to provide a reasonable level of assurance over the disclosure of material information, and are effective as of September 30, 2012. INTERNAL CONTROLS OVER FINANCIAL REPORTING The Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have assessed and evaluated the design and effectiveness of the Company's internal controls over financial reporting as defined in National Instrument 52-109 as at September, 2012. In making this assessment the Company used the criteria established by the Committee of Sponsoring Organizations ("COSO") in the "Internal Control-Integrated Framework". These criteria are in the areas of control environment, risk assessment, control activities, information and communication and monitoring. The Company's assessment included documentation, evaluation and testing of its internal controls over financial reporting. Based on the evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal controls over financial reporting are effective to provide reasonable assurance regarding the reliability of the Company's financial reporting and its preparation of financial statements are effective as of September 30, 2012. Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. There have been no changes in the Company's internal controls over financial reporting during the quarter ended September 30, 2012, which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. OFF-BALANCE SHEET ARRANGEMENTS The Company is not part to any off balance sheet arrangements or transactions. NON-IFRS MEASURES Certain supplementary measures in this MD&A do not have any standardized meaning as prescribed under IFRS and, therefore, are considered non-IFRS measures. These measures have been described and presented in order to provide shareholders and potential investors with additional information regarding the Company's financial results, liquidity and ability to generate funds to finance its operations. These measures may not be comparable to similar measures presented by other entities, and are further explained as follows: EBITDA is defined as net income before interest income and expense, taxes, depreciation, amortization and non-controlling interest. EBITDA is presented because it is frequently used by securities analysts and others for evaluating companies and their ability to service debt. EBITDA was calculated as follows:
September 30 September 30
2012 2011
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Net loss (7,144) 5,911
(Deduct) Add back:
Interest expense (income) - net 1,311 (31)
Depreciation and amortization 7,027 4,617
Income tax (benefit) expense (134) 463
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EBITDA 1,060 10,960
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OUTLOOK GASFRAC initiated an operational review in the third quarter of 2012 that has resulted in a reduction in manned sets of equipment to five (three in Canada and two in the United States), a reduction in other fixed costs and a focus of its sales efforts. The North American pressure pumping market has continued its transition from natural gas focused regions to activity driven by oil and liquids-rich basins. This change has resulted in pricing pressures with real and anticipated excess capacity of pumping equipment and downward pressure on oil prices, particularly in the United States. GASFRAC's cost reductions and sales focus better position it to provide positive cash flow during this period of uncertain activity levels in the pressure pumping market. While the fundamentals of the overall pressure pumping market are a key factor in our operations, the most significant challenge/focus remains that of accelerating the adoption of our technology and increasing the utilization of our equipment sets. We believe that the production benefits offered by GASFRAC provide our customers an advantage in this environment and that the major challenge for the Company is increasing our market share through succinct demonstration of this benefit than it is the overall market conditions. The key barriers we have encountered impacting the pace of adoption are; demonstration of the cost/benefit, safety considerations, awareness and "inertia". The key on the cost/benefit side is the collection of basin by basin production data to provide more case studies to potential customers showing the positive impact on production and net present values. In addition, we have undertaken a number of initiatives which will reduce the cost of our service to our customers. These initiatives include equipment configuration and fracturing program design. While safety will always remain a key focus for the Company, the equipment and procedures put in place during 2011 have largely removed this as a barrier for most customers - although education and safety audits will remain part of the sales cycle. Awareness of GASFRAC has increased over the past quarters in the basins we are targeting. Marketing at technical and industry forums as well as one-on-one meetings with key executives represent the key actions being taken by GASFRAC to continue to increase awareness of the Company and our technology. By "inertia" we refer to the tendency for operating companies to continue with their current processes in field developments where they are achieving acceptable returns. This tendency towards inertia drives GASFRAC to focus more on new field developments or identify opportunities which cause the return in current manufacturing processes to be interrupted - for instance reduction in commodity prices or increases in regulation or costs associated with water fracturing. While we have experienced a positive trend in the adoption of our services in Canada, the "inertia" described above has been more prevalent in the United States market, particularly with larger operators. We believe the key to improving the adoption in the United States is to focus sales efforts on the independent operators who are able to more quickly assess new technologies and adopt to operational changes. Our Canadian operations have seen an increase in customer activity in the third quarter from customers that have previously worked with us. We expect growth in Canadian revenues in Q4 2012 and Q1 2013 as weather conditions improve and the winter drilling season commences. We will continue to monitor the capital budgets and cash flows of the exploration & production companies in light of recent weaknesses in oil prices. We expect that many companies will construct capital budgets for 2013 within their cash flows rather than adding significantly to their debt positions. As such, both their outlook on commodity prices and realized prices will impact the extent of their capital expenditures in 2013. We expect that any reduction in capital spending by customers will result in pricing pressure as well as reduced activity levels. We also expect that adoption by new customers will be achieved during 2013 as more data becomes available and less robust commodity prices encourage use of more effective technologies. In the U.S. our sales efforts are focused on independent operators in South Texas and Colorado. Subsequent to quarter-end our work with Blackbrush recommenced and we anticipate that this work will continue through 2013. However, we have experienced interruptions to fracturing activity on this project for various reasons and such interruptions may recur in the future. In addition to the Blackbrush work, we have several customers planning to use our services in Q4 2012 and Q1 2013 however, the level of repeat activity with these customers can not be determined at this time. In addition, we anticipate that our sales focus in these areas on independent operators will result in additional customer activity over the coming quarters. The visibility of capital expenditures by exploration & production companies into Q4 2012 and 2013 is difficult given the current volatile commodity price conditions and the lack of finalization of capital budget plans by most companies at this time. The extent to which these budgets will impact the willingness of companies to trial and adopt new technologies such as ours is another factor that will impact our growth into 2013. FORWARD-LOOKING STATEMENT This document contains certain statements that constitute forward-looking statements under applicable securities legislation. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and we do not undertake to publicly update these forward looking statements except in accordance with applicable securities laws. These forward looking statements include, among other things:
-- expectations that the Company's innovative technology will provide the
Company with opportunities to expand the Company's market share in
Canada and the U.S.;
-- estimates of additional investment required to complete ongoing capital
projects;
-- expectations of securing financing for additional capital expenditures
for 2012 and beyond;
-- expectations as to the level of funding available under the Company's
credit facility;
-- expectations of the impact of weather on activity in Canada in 2012;
-- expectations as to activity levels in North America and that oil and
liquids rich gas drilling will offset declines in dry gas drilling;
-- expectations as to volume of work pursuant to long-term contract with
Husky;
-- expectations as to volume of work under the Blackbrush contract;
-- expectations as to capital development programs of major customers;
-- expectations as to the rate of adoption of the Company's technology by
E&P companies;
-- expectations as to the number of manned fracturing spreads in Canada and
the USA;
-- assumption that environmental protection requirements will not have a
significant impact on the Company's operations or capital budget;
-- expectations as to the Company's future market position in the industry;
-- expectations as to the supply of raw materials;
-- expectations as to the pricing of the Company's services;
-- expectations as to obtaining long term contracts with customers;
-- expectations of fracturing industry pricing and the pricing of the
Company services in North America in 2012 and 2013;
-- expectations of oil and natural gas commodity prices in 2012;
-- expectations of the amount of net fracturing horsepower being added to
the North American market in 2012 and its impact on the Company's
service prices;
These statements are only predictions and are based on current expectations, estimates, projections and assumptions, which we believe are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things, industry activity; effect of market conditions on the demand for the Company's services; the ability to obtain qualified staff, equipment and services in a timely manner; the effect of current plans; the timing of capital expenditures and receipt of added equipment operating capacity; future oil and natural gas prices and the ability of the Company to successfully market its services. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. These risks and uncertainties include: changes in drilling activity; fluctuating oil and natural gas prices; general economic conditions; weather conditions; regulatory changes; the successful development and execution of technology; customer acceptance of new technology; the potential of competing technologies by market competitors; the availability of qualified staff, raw materials and property and equipment.
Condensed Consolidated Statement of Financial Position
Unaudited
As at: September 30, Dec 31,
2012 2011
----------------------------------------------------------------------------
CAD$ '000 CAD$ '000
ASSETS
CURRENT ASSETS
Cash and cash equivalents 5,653 5,026
Trade and other receivables 33,146 49,206
Inventory 7,910 8,891
Prepaid expenses 1,600 1,178
Assets held for sale 1,352 -
----------------------------------------------------------------------------
TOTAL CURRENT ASSETS 49,661 64,301
----------------------------------------------------------------------------
NON-CURRENT ASSETS
Plant and equipment 264,884 249,577
Intangible assets 1,083 500
Other assets 8,120 8,130
----------------------------------------------------------------------------
TOTAL NON-CURRENT ASSETS 274,087 258,207
----------------------------------------------------------------------------
TOTAL ASSETS 323,748 322,508
----------------------------------------------------------------------------
----------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables and accrued liabilities 26,693 30,843
Provisions 779 966
Current portion of finance lease
obligation 1,062 832
Current portion of credit facility 22,219 1,849
----------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 50,753 34,490
----------------------------------------------------------------------------
NON-CURRENT LIABILITIES
Finance lease obligation 1,530 2,264
Operating lease obligations 26 -
Credit facility - 20,338
Convertible debentures 34,238 -
Deferred tax liability - 703
----------------------------------------------------------------------------
TOTAL NON-CURRENT LIABILITIES 35,794 23,305
----------------------------------------------------------------------------
TOTAL LIABILITIES 86,547 57,795
----------------------------------------------------------------------------
CAPITAL & RESERVES
Share capital 259,043 257,235
Contributed surplus 5,630 3,185
Foreign currency translation reserve 50 2,796
(Deficit) / Retained earnings (27,522) 1,497
----------------------------------------------------------------------------
TOTAL EQUITY 237,201 264,713
----------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 323,748 322,508
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Condensed Consolidated Statements of Comprehensive Loss
Unaudited
For the three months ended For the nine months ended
------------------------------------------------------------
September 30, September 30, September 30, September 30,
2012 2011 2012 2011
----------------------------------------------------------------------------
CAD$ '000 CAD$ '000 CAD$ '000 CAD$ '000
REVENUE 40,851 57,437 102,554 102,059
----------------------------------------------------------------------------
EXPENDITURES
Direct
operating
costs 35,381 42,318 92,328 83,264
Selling,
general and
administrative 5,786 4,423 16,947 11,780
Share based
compensation (1,320) 699 375 2,320
Depreciation,
amortization,
impairments
and gains from
disposals 7,027 4,617 20,789 11,092
Finance cost 1,339 62 3,333 102
Foreign
exchange
(gain) loss (56) (963) 15 (780)
----------------------------------------------------------------------------
48,157 51,156 133,787 107,778
----------------------------------------------------------------------------
OTHER INCOME
Interest income 28 93 51 518
----------------------------------------------------------------------------
28 93 51 518
----------------------------------------------------------------------------
(LOSS) INCOME
BEFORE INCOME
TAXES (7,278) 6,374 (31,182) (5,201)
Income tax
benefit
(expense) 134 (463) 2,163 829
----------------------------------------------------------------------------
(LOSS) PROFIT
FOR THE PERIOD (7,144) 5,911 (29,019) (4,372)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
OTHER
COMPREHENSIVE
(LOSS) INCOME
Exchange
differences on
translating
foreign
operations (3,494) 3,597 (2,746) 3,450
----------------------------------------------------------------------------
OTHER
COMPREHENSIVE
(LOSS) INCOME (3,494) 3,597 (2,746) 3,450
----------------------------------------------------------------------------
TOTAL
COMPREHENSIVE
(LOSS) INCOME
FOR THE PERIOD (10,638) 9,508 (31,765) (922)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(LOSS) INCOME
PER SHARE
Basic (per
share) (0.11) 0.10 (0.46) (0.07)
----------------------------------------------------------------------------
Diluted (per
share) (0.11) 0.09 (0.46) (0.07)
----------------------------------------------------------------------------
Condensed Consolidated Statements of Cash Flows
Unaudited
For the three months ended For the nine months ended
------------------------------------------------------------
September 30, September 30, September 30, September 30,
2012 2011 2012 2011
----------------------------------------------------------------------------
CAD$ '000 CAD$ '000 CAD$ '000 CAD$ '000
CASH FLOW FROM
OPERATING
ACTIVITIES
Net Income
(Loss) for
the period (7,144) 5,911 (29,019) (4,372)
Adjusted for:
Depreciation
and
amortization 7,048 4,617 19,299 11,092
Gains from
disposals &
impairments (21) - 1,490 -
Equity
settled
share based
compensation (905) 699 152 2,320
Allowance for
bad debt 335 - 796 -
Finance cost
per income
statement 1,339 11 3,333 11
Unrealized
foreign
exchange
loss (1) - 4 -
Taxation per
income
statement (134) 463 (2,163) (829)
----------------------------------------------------------------------------
517 11,701 (6,108) 8,222
Net change in
non-cash
operating
working
capital (7,658) (30,439) 21,407 (11,683)
----------------------------------------------------------------------------
Cash (used in)
generated from
operations (7,141) (18,738) 15,299 (3,461)
Interest paid (1,831) - (2,242) -
----------------------------------------------------------------------------
NET (USED IN)
CASH GENERATED
BY OPERATING
ACTIVITIES (8,972) (18,738) 13,057 (3,461)
----------------------------------------------------------------------------
CASH FLOW FROM
INVESTING
ACTIVITIES
Purchases of
plant and
equipment (4,357) (28,196) (41,736) (89,208)
Acquisition of
intangible
assets (598) (418) (785) (511)
Proceeds from
sale of plant
and equipment
and assets
held for sale - - 2,119 147
Net change in
non-cash
investing
working
capital 1,076 8,414 (10,663) 4,560
----------------------------------------------------------------------------
NET CASH USED IN
INVESTING
ACTIVITIES (3,879) (20,200) (51,065) (85,012)
----------------------------------------------------------------------------
CASH FLOW FROM
FINANCING
ACTIVITIES
Proceeds from
of common
shares issued
(net of share
issue cost) 823 1,151 1,310 3,078
Finance leases (171) - (482) -
Credit
facility 14,952 - 32 -
Convertible
debentures
issued - - 37,888 -
----------------------------------------------------------------------------
NET CASH
GENERATED BY
FINANCING
ACTIVITIES 15,604 1,151 38,748 3,078
----------------------------------------------------------------------------
Net decrease in
cash and cash
equivalents 2,753 (37,787) 740 (85,395)
Cash and cash
equivalents at
beginning of
period 3,014 51,043 5,026 98,701
Effects of
exchange rate
changes on the
balance of cash
held in foreign
currencies (114) (167) (113) (217)
----------------------------------------------------------------------------
CASH AND CASH
EQUIVALENTS AT
THE END OF THE
PERIOD 5,653 13,089 5,653 13,089
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The Company intends to release its third quarter 2012 results on Wednesday November 7, 2012 after the close of market. The Company will host a conference call on Thursday November 8, 2012 at 9:00 a.m. MT (11:00 a.m. ET) to discuss the Company's results for the third quarter of 2012. To listen to the webcast of the conference call, please enter: http://www.gowebcasting.com/3879 in your web browser or visit the Investor Information section of our website www.gasfrac.com. To participate in the Q&A session, please call the conference call operator at 1-800-769-8320 or 1-416-695-6622 fifteen minutes prior to the call's start time and ask for "GASFRAC Third Quarter Results Conference Call". A replay of the call will be available until November 15, 2012 by dialing 1-800-408-3053 (North America) or 1-905-694-9451 (outside North America). Playback passcode: 4096897 GASFRAC is an oil and gas service company headquartered in Calgary, Alberta, Canada, whose primary business is to provide LPG fracturing services to oil and gas companies in Canada and the USA. Requests for shareholder information should be directed to James Hill. Contacts:
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