EX-99.2 5 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

  

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

 

 (Stated in thousands of Canadian dollars)   March 31, 2019    December 31, 2018 
ASSETS          
Current assets:          
Cash  $101,030   $96,626 
Accounts receivable   384,479    372,336 
Inventory   31,173    34,081 
Assets held for sale (Note 6)   35,340    19,658 
Total current assets   552,022    522,701 
Non-current assets:          
Income tax recoverable   2,394    2,449 
Deferred tax assets   20,451    36,880 
Right of use assets (Note 2(c))   70,570     
Property, plant and equipment   2,951,783    3,038,612 
Intangibles   34,508    35,401 
Total non-current assets   3,079,706    3,113,342 
Total assets  $3,631,728   $3,636,043 
           
LIABILITIES AND EQUITY          
Current liabilities:          
Accounts payable and accrued liabilities  $238,455   $274,489 
Income taxes payable   9,710    7,673 
Lease obligation (Note 2(c))   13,597     
Total current liabilities   261,762    282,162 
           
Non-current liabilities:          
Share-based compensation (Note 10)   7,882    6,520 
Provisions and other   10,338    10,577 
Lease obligation (Note 2(c))   57,481     
Long-term debt (Note 8)   1,651,352    1,706,253 
Deferred tax liabilities   63,748    72,779 
Total non-current liabilities   1,790,801    1,796,129 
Shareholders equity:          
Shareholders capital (Note 11)   2,322,280    2,322,280 
Contributed surplus   55,435    52,332 
Deficit   (951,060)   (978,874)
Accumulated other comprehensive income (Note 13)   152,510    162,014 
Total shareholders equity   1,579,165    1,557,752 
Total liabilities and shareholders equity  $3,631,728   $3,636,043 

 

See accompanying notes to interim consolidated financial statements.

 

 1

 

 

INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED)

 

   Three Months Ended March 31,
(Stated in thousands of Canadian dollars, except per share amounts)   2019    2018 
           
Revenue (Note 3)  $434,043   $401,006 
Expenses:          
Operating   288,608    274,574 
General and administrative   31,030    28,963 
Restructuring (Note 7)   6,438     
Earnings before income taxes, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, impairment reversal, gain on asset disposals and depreciation and amortization   107,967    97,469 
Depreciation and amortization   86,753    88,435 
Gain on asset disposals (Note 5)   (35,050)   (1,127)
Impairment reversal (Note 5)   (5,810)    
Foreign exchange   (2,123)   1,215 
Finance charges (Note 9)   31,303    31,679 
Gain on repurchase of unsecured senior notes   (313)    
Earnings (loss) before income taxes   33,207    (22,733)
Income taxes:          
Current   1,610    1,566 
Deferred   6,583    (6,222)
    8,193    (4,656)
Net earnings (loss)  $25,014   $(18,077)
Net earnings (loss) per share: (Note 12)          
Basic  $0.09   $(0.06)
Diluted  $0.08   $(0.06)

 

See accompanying notes to interim consolidated financial statements.

 

 

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

 

   Three Months Ended March 31,
(Stated in thousands of Canadian dollars)   2019    2018 
Net earnings (loss)  $25,014   $(18,077)
Unrealized gain (loss) on translation of assets and liabilities of operations denominated in foreign currency   (48,518)   53,734 
Foreign exchange gain (loss) on net investment hedge with U.S. denominated debt, net of tax   39,014    (45,455)
Comprehensive income (loss)  $15,510   $(9,798)

 

See accompanying notes to interim consolidated financial statements.

 

 2

 

 

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

 

   Three Months Ended March 31,
(Stated in thousands of Canadian dollars)   2019    2018 
Cash provided by (used in):          
Operations:          
   Net earnings (loss)  $25,014   $(18,077)
   Adjustments for:          
   Long-term compensation plans   7,312    7,899 
   Depreciation and amortization   86,753    88,435 
   Gain on asset disposals   (35,050)   (1,127)
   Impairment reversal   (5,810)    
   Foreign exchange   (2,238)   1,448 
   Finance charges   31,303    31,679 
   Income taxes   8,193    (4,656)
   Other   122    (916)
   Gain on repurchase of unsecured senior notes   (313)    
   Income taxes paid   (337)   (324)
   Income taxes recovered   1,071    36 
   Interest paid   (20,233)   (500)
   Interest received   206    129 
Funds provided by operations   95,993    104,026 
Changes in non-cash working capital balances   (55,406)   (65,837)
    40,587    38,189 
Investments:          
Purchase of property, plant and equipment   (70,962)   (22,291)
Purchase of intangibles   (438)   (7,791)
Proceeds on sale of property, plant and equipment   57,877    6,050 
      Changes in non-cash working capital balances   (3,263)   172 
    (16,786)   (23,860)
Financing:          
Lease payments   (1,672)    
Repurchase of unsecured senior notes   (16,672)    
    (18,344)    
Effect of exchange rate changes on cash and cash equivalents   (1,053)   2,463 
Increase in cash and cash equivalents   4,404    16,792 
Cash and cash equivalents, beginning of period   96,626    65,081 
Cash and cash equivalents, end of period  $101,030   $81,873 

 

See accompanying notes to interim consolidated financial statements.

 

 3

 

 

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

 

 (Stated in thousands of Canadian dollars)   Shareholders
capital
    Contributed
surplus
    Accumulated
other
comprehensive
income
(Note 13)
    Deficit    Total
equity
 
Balance at January 1, 2019  $2,322,280   $52,332   $162,014   $(978,874)  $1,557,752 
Lease transition adjustment (Note 2(c))               2,800    2,800 
Net earnings for the period               25,014    25,014 
Other comprehensive loss for the period           (9,504)       (9,504)
Share-based compensation expense (Note 10)       3,103            3,103 
Balance at March 31, 2019  $2,322,280   $55,435   $152,510   $(951,060)  $1,579,165 

 

 (Stated in thousands of Canadian dollars)   Shareholders
capital
    Contributed
surplus
    Accumulated
other
comprehensive
income
    Deficit    Total
equity
 
Balance at January 1, 2018  $2,319,293   $44,037   $131,610   $(684,604)  $1,810,336 
Net loss for the period               (18,077)   (18,077)
Other comprehensive gain for the period           8,279        8,279 
Share-based compensation expense (Note 10)       1,870            1,870 
Balance at March 31, 2018  $2,319,293   $45,907   $139,889   $(702,681)  $1,802,408 

 

See accompanying notes to interim consolidated financial statements.

 

 

 

 

 

 4

 

 

NOTES TO 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 exploration and production companies in Canada, the United States and certain international locations. The address of the registered office is Suite 800, 525 - 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1G1.

 

NOTE 2. BASIS OF PRESENTATION

 

(a) Statement of Compliance

 

These condensed consolidated interim 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 consolidated interim 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, 2018.

 

These condensed consolidated interim financial statements were prepared using accounting policies and methods of their application consistent with those used in the preparation of the Corporation’s consolidated audited annual financial statements for the year ended December 31, 2018 except for the adoption of new accounting standards on January 1, 2019 as described in Note 2(c).

 

These condensed consolidated interim financial statements were approved by the Board of Directors on April 24, 2019.

 

(b) Use of Estimates and Judgements

 

The preparation of the condensed consolidated interim financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingencies. These estimates and judgments 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 consolidated interim 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 consolidated interim financial statements remained unchanged from those disclosed in the Corporation’s consolidated audited annual financial statements for the year ended December 31, 2018 except for those impacted by the adoption of new accounting standards.

 

(c) Changes to Accounting Policies

 

The following standards became effective on January 1, 2019, and were adopted using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings.

 

(i)IFRS 16 Leases

 

IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees and requires a lessee to recognize a right of use asset representing its right to direct the use of the underlying asset as well as a lease obligation representing the Corporation’s obligation to make future lease payments. Lessor accounting remained similar to the current standard in which lessors classify leases as either finance or operating leases.

 

 5

 

 

On January 1, 2019, Precision adopted IFRS 16 using the modified retrospective approach. Under this approach, comparative information has not been restated and continues to be reported under IAS 17 and related interpretations. The adopted accounting policies and impact of applying IFRS 16 are disclosed below.

 

Significant accounting policy

 

At inception, Precision assesses whether its contracts contain a lease. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The assessment of whether a contract conveys the right to control the use of an identified asset considers whether:

 

·the contract involves the use of an identified asset and the substantive substitution rights of the supplier. If the supplier has a substantive substitution right, then the asset is not identified;

·the lessee’s right to obtain substantially all of the economic benefits from the use of the asset; and

·the lessee’s right to direct the use of the asset, including decision-making to change how and for what purpose the asset is used.

 

Upon transition to IFRS 16, the Corporation elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The new standard was applied only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and related interpretations were not reassessed. Therefore, this definition has been applied only to contracts entered into, or changed, on or after January 1, 2019. At inception or on reassessment of a contract that contains a lease component, Precision allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

 

Leases in which Precision is a lessee

 

The Corporation recognizes a right of use asset and corresponding lease obligation at the lease commencement date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease obligation adjusted for lease payments made on or before commencement date, incurred initial direct costs, estimated site retirement costs and any lease incentives received.

 

The right of use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The estimated useful lives of right of use assets are consistent with those of property, plant and equipment. In addition, the right of use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease obligation.

 

The lease obligation is initially measured at the present value of the minimum lease payments not paid at commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Corporation’s incremental borrowing rate. Generally, Precision uses its incremental borrowing rate as the discount rate for those leases in which it is the lessee.

 

Lease payments included in the measurement of the lease obligation comprise the following:

 

·fixed payments, including in-substance fixed payments;

·variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

·amounts expected to be payable under a residual value guarantee; and

·the exercise price under a purchase option that the Corporation is reasonably certain to exercise, lease payments in an optional renewal period if the Corporation is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Corporation is reasonably certain not to terminate early.

 

The lease obligation is measured at amortized cost using the effective interest method. The measurement of lease obligations require the use of certain estimates and assumptions including discount rates, exercise of lease term extension options, and escalating lease rates. It is remeasured when there is a change in:

 

·future lease payments arising from a change in an index or rate

·the estimated amount expected to be payable under a residual value guarantee, or

·the assessment of whether the Corporation will exercise a purchase, extension or termination option.

 

When the lease obligation is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.

 

 6

 

 

In the comparative period, Precision classified its leases that transferred substantially all the risks and rewards of ownership as finance leases. These leased assets were measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments, excluding any contingent payments. Subsequently, these assets were accounted for in accordance with the applicable accounting policy respective to that asset.

 

Assets held under other leases were classified as operating leases and were not recognized on the consolidated statement of financial position. Payments made under operating leases were recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives received were recognized as an integral part of the total lease expense, over the term of the lease.

 

Leases in which Precision is a lessor

 

When Precision acts as a lessor, at inception, the Corporation evaluates the classification as either a finance or operating lease.

 

To classify each lease, the Corporation makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease.

 

When acting as a sub-lessor, Precision accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right of use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease then the Corporation classifies the sub-lease as an operating lease.

 

If an arrangement contains lease and non-lease components, the Corporation applies IFRS 15 to allocate the consideration in the contract. Precision recognizes lease payments received under operating leases for drilling rigs as income on a systematic basis, drilling days, over the lease term as part of revenue.

 

The accounting policies applicable to the Corporation as a lessor in the comparative period were not different from IFRS 16. However, when Precision was an intermediate lessor the sub-leases were classified with reference to the underlying asset.

 

Transition

 

The Corporation adopted IFRS 16 on January 1, 2019 using the modified retrospective method of adoption. When applying the modified retrospective approach to leases previously classified as operating leases under IAS 17 and related interpretations, the lessee can elect, on a lease-by-lease basis, whether to apply a number of practical expedients on transition. On initial adoption of the new standard, Precision elected to use the following practical expedients, where applicable, to:

 

·grandfather the assessment of which contracts contained leases under IFRS 16 to only those previously identified as leases under IAS 17 and related interpretations;

·not apply the requirements of the standard to short-term and low-value leases;

·treat existing operating leases with a remaining term of less than 12 months at January 1, 2019 as short-term leases; and

·apply a single discount rate to a portfolio of leases with reasonably similar characteristics.

 

In addition, at the date of initial application, for those leases previously classified as an operating lease under IAS 17, Management elected to recognize and measure the respective right of use assets at the amount equal to the lease obligation, adjusted for any prepaid or accrued lease payment immediately before the date of initial application. The opening balance sheet adjustment in relation to these leases was:

 

    January 1, 2019 
Right of use asset  $73,464 
Accounts receivable   (2,800)
Lease obligation   (73,464)
Deficit   2,800 

 

When measuring certain lease obligations at the date of transition, minimum lease payments were discounted using the Corporation’s incremental borrowing rate. The weighted average of the incremental borrowing rates applied was 6.1%. At the date of transition, the Corporation derecognized $3 million of its deferred base rent balance which was established to straight-line amortize escalating corporate office rent expenses over the term of the lease.

 

 7

 

 

(ii)IFRIC 23 Uncertainty over Income Tax Treatments

 

IFRIC 23 clarifies the accounting for uncertainties in income taxes. The interpretation requires the entity to use the most likely amount or the expected value of the tax treatment if it concludes that it is not probable that a particular tax treatment will be accepted. It requires an entity to assume that a taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so. Using the modified retrospective method of adoption, Precision initially applied IFRIC 23 on January 1, 2019 and it did not have a material impact on the consolidated financial statements.

 

NOTE 3. Revenue

 

(a)Disaggregation of revenue

 

The following table includes a reconciliation of disaggregated revenue by reportable segment (Note 4). Revenue has been disaggregated by primary geographical market and type of service provided.

 

Three Months Ended March 31, 2019   Contract
Drilling

Services 
    Completion
and
Production
Services 
    Corporate
and Other
 
    Inter-
Segment
Eliminations
    Total 
Canada  $105,919   $51,403   $   $(980)  $156,342 
United States   225,548    4,416        (60)   229,904 
International   47,797                47,797 
   $379,264   $55,819   $   $(1,040)  $434,043 
                          
Day rate/hourly services  $362,696   $55,819   $   $(119)  $418,396 
Shortfall payments/idle but contracted   4,179                4,179 
Turnkey drilling services   305                305 
Directional services   9,646                9,646 
Other   2,438            (921)   1,517 
   $379,264   $55,819   $   $(1,040)  $434,043 

 

 

Three Months Ended March 31, 2018   Contract
Drilling
Services
    Completion
and
Production
Services
    Corporate
and Other
    Inter-
Segment
Eliminations
    Total 
Canada  $151,338   $46,980   $   $(1,734)  $196,584 
United States   155,903    3,062        (104)   158,861 
International   45,561                45,561 
   $352,802   $50,042   $   $(1,838)  $401,006 
                          
Day rate/hourly services  $320,696   $50,042   $   $(354)  $370,384 
Shortfall payments/idle but contracted   10,339                10,339 
Turnkey drilling services   9,249                9,249 
Directional services   8,672                8,672 
Other   3,846            (1,484)   2,362 
   $352,802   $50,042   $   $(1,838)  $401,006 

 

(b)Seasonality

 

Precision has operations that are carried on in Canada which represent approximately 36% (2018 - 49%) of consolidated revenue for the three months ended March 31, 2019 and 34% (2018 - 42%) of consolidated total assets as at March 31, 2019. 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.

 

 8

 

 

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, directional drilling, procurement and distribution of oilfield supplies, and manufacture, sale and repair of drilling equipment. Completion and Production Services includes service rigs, snubbing units, 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 March 31, 2019   Contract
Drilling
Services
    Completion
and
Production
Services
    Corporate
and Other
    Inter-
Segment
Eliminations
    Total 
Revenue  $379,264   $55,819   $   $(1,040)  $434,043 
Operating earnings (loss)   81,267    5,624    (24,817)       62,074 
Depreciation and amortization   77,999    4,949    3,805        86,753 
Loss (gain) on asset disposals   (35,001)   (56)   7        (35,050)
Impairment reversal   (5,810)               (5,810)
Total assets   3,282,591    186,971    162,166        3,631,728 
Capital expenditures   70,385    662    353        71,400 

 

 

Three Months Ended March 31, 2018   Contract
Drilling
Services
    Completion
and
Production
Services
    Corporate
and Other
    Inter-
Segment
Eliminations
    Total 
Revenue  $352,802   $50,042   $   $(1,838)  $401,006 
Operating earnings (loss)   33,266    (2,231)   (20,874)       10,161 
Depreciation and amortization   79,738    5,964    2,733        88,435 
Loss (gain) on asset disposals   (2,038)   911            (1,127)
Total assets   3,519,077    207,967    202,659        3,929,703 
Goodwill   206,017                206,017 
Capital expenditures   21,082    1,096    7,904        30,082 

 

A reconciliation of operating earnings to earnings (loss) before taxes is as follows:

 

   Three Months Ended March 31,
    2019    2018 
Total segment operating earnings  $62,074   $10,161 
Add (deduct):          
Foreign exchange   (2,123)   1,215 
Finance charges   31,303    31,679 
Gain on repurchase of unsecured senior notes   (313)    
Earnings (loss) before taxes  $33,207   $(22,733)

 

 9

 

 

NOTE 5. ASSET DISPOSALS

 

(a)Mexico

 

During the first quarter of 2019, Precision sold its five Mexico-based drilling rigs and ancillary equipment, contained within its Contract Drilling Services segment, for proceeds of US$48 million. At March 31, 2019, Precision had received US$40 million for the sale of four drilling rigs and ancillary equipment for a gain of US$24 million. In April 2019, Precision expects to receive the remaining US$8 million which will be due upon delivery of the final rig. As a result, Precision reversed US$4 million of impairment pertaining to the final rig. The impairment reversal brought the carrying value of the final rig equal to its fair value of US$8 million and was reclassified as held for sale at March 31, 2019.

 

(b)Snubbing

 

Subsequent to March 31, 2019, Precision entered into a purchase and sale agreement to dispose of certain snubbing units and related equipment, contained within the Completion and Production Services segment, for proceeds of $8 million. The snubbing assets disposal group was classified as held for sale at March 31, 2019 and measured at its carrying value of $5 million. This transaction closed on April 15, 2019.

 

NOTE 6. ASSETS HELD FOR SALE

 

Precision identified three disposal groups as held for sale as at March 31, 2019: legacy rigs, the Mexico rig (described in Note 5), and snubbing assets (described in Note 5). Initially identified at December 31, 2018, the legacy rigs disposal group is comprised of drilling rigs that no longer meet the Corporation’s High-Performance technology standards. Contained within its Contract Drilling Services segment, the legacy rig disposal group has been measured at its carrying value of $20 million, which is less than its estimated fair value. The disposal of the legacy rigs is expected to be completed prior to December 31, 2019.

 

NOTE 7. RESTRUCTURING

 

During the first quarter of 2019, Precision incurred restructuring charges of $6 million (2018 - nil) primarily relating to severance as the Corporation continued to align its cost structure to reflect reduced Canadian activity levels.

 

NOTE 8. LONG-TERM DEBT

 

    March 31,    December 31,    March 31,    December 31, 
    2019    2018    2019    2018 
Senior Credit Facility  US$   US$   $   $ 
Unsecured senior notes:                    
6.50% senior notes due 2021   165,625    165,625    220,997    226,113 
7.75% senior notes due 2023   350,000    350,000    467,012    477,823 
5.25% senior notes due 2024   348,461    351,104    464,958    479,331 
7.125% senior notes due 2026   390,000    400,000    520,385    546,084 
   US$1,254,086   US$1,266,729    1,673,352    1,729,351 
Less net unamortized debt issue costs             (22,000)   (23,098)
             $1,651,352   $1,706,253 

 

 10

 

 

                     
    Senior Credit
Facility
    Unsecured
senior notes
    Debt issue cost    Total 
Balance December 31, 2018  $   $1,729,351   $(23,098)  $1,706,253 
Changes from financing cash flows:                    
Repurchase of unsecured senior notes       (16,672)       (16,672)
        1,712,679    (23,098)   1,689,581 
Gain on repurchase of unsecured senior notes       (313)       (313)
Amortization of debt issue costs           1,098    1,098 
Foreign exchange adjustment       (39,014)       (39,014)
Balance at March 31, 2019  $   $1,673,352   $(22,000)  $1,651,352 

 

During the first quarter of 2019, Precision repurchased and cancelled US$10 million of the 7.125% unsecured senior notes due 2026 and US$3 million of the 5.25% notes due 2024 and initiated the redemption of US$30 million principal amount of its 6.50% senior notes due 2021. The redemption closed on April 16, 2019. Subsequent to March 31, 2019, Precision initiated the redemption of an additional US$20 million principal amount of its 6.50% senior notes due 2021. The redemption is expected to close on May 20, 2019.

 

At March 31, 2019, Precision was in compliance with the covenants of the senior credit facility and unsecured senior notes.

 

Long-term debt obligations at March 31, 2019 will mature as follows:

 

2021  $220,997 
2023   467,012 
Thereafter   985,343 
   $1,673,352 

 

NOTE 9. FINANCE CHARGES

 

   Three Months Ended March 31,
    2019    2018 
Interest:          
Long-term debt  $29,183   $30,424 
Lease obligations   852     
Other   110    17 
Income   (183)   (119)
Amortization of debt issue costs and loan commitment fees   1,341    1,357 
Finance charges  $31,303   $31,679 

 

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NOTE 10. SHARE-BASED COMPENSATION PLANS

 

Liability Classified Plans

 

    Restricted
Share
Units (a)
    Performance
Share
Units (a)
    Non-
Management
Directors’
DSUs (b)
    Total 
December 31, 2018  $5,409   $4,521   $2,481   $12,411 
Expensed during the period   3,157    1,385    1,262    5,804 
Payments and redemptions   (3,514)   (3,107)       (6,621)
March 31, 2019  $5,052   $2,799   $3,743   $11,594 
                     
Current  $2,439   $1,273   $   $3,712 
Long-term   2,613    1,526    3,743    7,882 
   $5,052   $2,799   $3,743   $11,594 

 

(a) Restricted Share Units and Performance Share Units

 

A summary of the activity under the restricted share unit (RSUs) and the performance share unit (PSUs) plans are presented below:

 

    RSUs
Outstanding
    PSUs
Outstanding
 
December 31, 2018   4,055,914    4,542,990 
Granted   3,973,400    1,870,000 
Redeemed   (1,366,754)   (1,278,911)
Forfeited   (181,099)   (1,698,652)
March 31, 2019   6,481,461    3,435,427 

 

(b) Non-Management Directors – Deferred Share Unit Plan

 

A summary of the activity under the non-management director deferred share unit plan is presented below:

 

    Outstanding 
December 31, 2018   1,053,635 
Granted   127,612 
March 31, 2019   1,181,247 

 

Equity Settled Plans

 

(c) Non-Management Directors

 

Prior to January 1, 2012, Precision had a deferred share unit plan for non-management directors. Under the plan fully vested deferred share units were granted quarterly based upon an election by the non-management director to receive all or a portion of their compensation in deferred share units. These deferred share units are redeemable into an equal number of common shares any time after the director's retirement. A summary of the activity under this share-based incentive plan is presented below:

 

Deferred Share Units   Outstanding 
December 31, 2018 and March 31, 2019   93,173 

 

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(d) Option Plan

 

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, 2018     4,733,156     $ 4.35 14.31     $ 7.78       3,786,473  
Forfeited     (662,705 )     9.02 10.67       10.61          
March 31, 2019     4,070,451     $ 4.35 14.31     $ 7.32       3,617,936  

 

U.S. share options   Outstanding     Range of
Exercise Price (US$)
    Weighted
Average
Exercise Price
(US$)
    Exercisable  
December 31, 2018     6,065,850     $ 3.21 10.74     $ 5.17       3,224,078  
Granted     599,300       2.56 2.56       2.56          
Forfeited     (294,000 )     10.74 10.74       10.74          
March 31, 2019     6,371,150     $ 2.56 9.18     $ 4.67       4,302,873  

 

The per option weighted average fair value of the share options granted during 2019 was $1.17 estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: average risk-free interest rate 2.5%, average expected life of four years, expected forfeiture rate of 5% and expected volatility of 57%. Included in net earnings for the three months ended March 31, 2019 is an expense of $1 million (2018 - $1 million).

 

(e) Executive Performance Share Units

 

Precision granted PSUs 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. These PSUs vest over a three year period and incorporate performance criteria established at the date of grant that can adjust the number of performance share units available for settlement from zero to two times the amount originally granted. A summary of the activity under this share-based incentive plan is presented below:

 

    Outstanding    Weighted
Fair Value
 
December 31, 2018   3,191,067   $6.14 
Granted   4,211,600    4.11 
Forfeited   (25,767)   6.02 
March 31, 2019   7,376,900   $4.98 

 

The per unit weighted average fair value of the performance share units granted during 2019 was $4.11 estimated on the grant date using a Monte Carlo simulation and Black-Scholes option pricing model with the following assumptions: share price of $3.23, average risk-free interest rate of 2.4%, average expected life of three years, expected volatility of 56%, and an expected dividend yield of nil. Included in net earnings for the three months ended March 31, 2019 is an expense of $2 million (2018 - $1 million).

 

NOTE 11. SHAREHOLDERS’ CAPITAL

 

Common shares   Number    Amount 
Balance at December 31, 2018 and March 31, 2019   293,781,836   $2,322,280 

 

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NOTE 12. PER SHARE AMOUNTS

 

The following tables reconcile the net earnings (loss) and weighted average shares outstanding used in computing basic and diluted net earnings (loss) per share:

 

   Three Months Ended March 31,
    2019    2018 
Net earnings (loss) - basic and diluted  $25,014   $(18,077)

 

 

   Three Months Ended March 31,
(Stated in thousands)   2019    2018 
Weighted average shares outstanding basic   293,782    293,239 
Effect of stock options and other equity compensation plans   6,419     
Weighted average shares outstanding diluted   300,201    293,239 

 

NOTE 13. ACCUMULATED OTHER COMPREHENSIVE INCOME

 

    Unrealized
Foreign
Currency
Translation
Loss
    Foreign
Exchange
Gain on Net
Investment
Hedge
    Accumulated
Other
Comprehensive
Income
 
December 31, 2018  $616,363   $(454,349)  $162,014 
Other comprehensive income (loss)   (48,518)   39,014    (9,504)
March 31, 2019  $567,845   $(415,335)  $152,510 

 

NOTE 14. FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The carrying value of cash, accounts receivable, and accounts payable and accrued liabilities approximate their fair value due to the relatively short period to maturity of the instruments. The fair value of the unsecured senior notes at March 31, 2019 was approximately $1,662 million (December 31, 2018 - $1,548 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 judgment 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 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.

 

 

 

 

 

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