Mr. Ken Olson reports
CANADIAN EQUIPMENT RENTALS CORP. ANNOUNCES 2016 YEAR END RESULTS
Canadian Equipment Rentals Corp. has released its financial and operating results for the year ended Dec. 31, 2016.
Highlights
Amounts in the following tables are presented in thousands of dollars, except for per share amounts and percentages.
Three months ended December 31 Twelve months ended December 31
(in $000s) 2016 2015 2016 2015
Revenue 3,444 2,426 10,598 17,438
Adjusted EBITDA 1,2 505 959 2,347 10,914
Adjusted EBIT 1,2 (4,065) (1,740) (20,213) (303)
Net loss from continuing operations (3,106) (16,032) (19,617) (29,520)
Net (loss) income per share from continuing operations
Basic ($0.08) ($0.44) ($0.49) ($0.81)
Diluted ($0.08) ($0.44) ($0.49) ($0.81)
Dividends declared - - - 5,808
Amounts in table represents continuing operations, which are comprised of the Energy Services segment and Corporate
1 Adjusted for severances and business acquisition costs
2 See Financial Measures Reconciliations below
SELECT FINANCIAL RESULTS
On February 2, 2016, the Company acquired all the outstanding common and preferred shares of Zedcor Oilfield Rentals Ltd., a private oilfield equipment rental company with operations in Western Canada. This transaction added premier equipment rental assets with an average age of approximately three years and expanded the Company's geographic footprint and customer base. The acquisition was financed through a combination of the issuance of $4.7 million common and preferred shares, the payout of $12.8 million in debt and the issuance of a subordinated vendor take-back note with a fair value of $3.7 million.
On May 6, 2016, the Company completed the acquisition of all the assets used in the business of Summit Star Energy Services Inc. ("Summit Star"). The Company issued 1,713,318 common shares for the assets of Summit Star, which when multiplied by the volume weighted average price of the common shares of the Company over the 30 preceding trading days resulted in a stated purchase price of $0.8 million. The market closing price of $0.40 per share on the acquisition date was used to value the 1,713,318 common shares, resulting in the recorded purchase price of $0.7 million.
On November 17, 2016, the Company announced it signed a share purchase agreement to sell its Waste Management operating segment to a private Canadian waste management and recycling services company. The transaction closed December 1, 2016 and net proceeds of $11.5 million were used to pay down senior debt.
On January 31, 2017, the Company announced that it had entered into an asset purchase agreement with Cooper Rentals Canada Inc. to sell all the assets of 4-Way Equipment Rentals. The transaction closed on February 9, 2017. Net proceeds were used to pay down senior debt. As at December 31, 2016 the assets and liabilities related to the sale were classified as held for sale and an impairment of $3.9 million was recognized.
Both the Waste Management and General Rentals segments were classified as discontinued operations as at December 31, 2016. As a result, their financial results are reported separately from continuing operations on the statement of comprehensive income. The comparative statements of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year.
Revenues for the quarter ended December 31, 2016 increased by $1.0 million or 42% from $2.4 million to $3.4 million compared to the similar quarter in 2015. This is attributable to the acquisition of Zedcor Oilfield Rentals Ltd. in the first quarter of 2016, along with an increase in utilization rates quarter over quarter.
Net loss for the quarter ended December 31, 2016 decreased by $12.9 million from a loss of $16.0 million to a loss of $3.1 million compared to the similar quarter in 2015. Of the $16.0 million loss in the fourth quarter of 2015, $14.0 million is a result of goodwill impairment recognized in the Energy Services business due to significant decline in revenues from that segment.
Adjusted EBITDA for the quarter ended December 31, 2016 decreased by $454,000 or 47% from $959,000 to $505,000 compared to the similar quarter in 2015. This decrease is a result of increased general and administrative costs due to the acquisition of Zedcor Oilfield Rentals Ltd.
For the year ended December 31, 2016, revenues decreased by $6.8 million or 39% from $17.4 million to $10.6 million compared to the year ended December 31, 2015. In direct relation, Adjusted EBITDA decreased by $8.6 million from $10.9 million to $2.3 million. Although commodity prices started to improve slightly in the latter half of the year, the low crude oil and natural gas price environment continues to have a negative impact on the oil and gas sector and demand for rental equipment. The Energy Services segment continued to see historically low rental rates in 2016.
During the year the Company decided to sell certain under-utilized and obsolete rental assets in both the General Rentals and Energy Services segment. An impairment of $5.6 million was recognized in the first quarter and an additional impairment of $2.4 million was recognized in the third quarter. As at December 31, 2016 all under-utilized equipment held for sale had been sold.
For the both the quarter ended September 30, 2016 and December 31, 2016, the Company was in breach of its financial leverage and interest coverage covenants as defined in the April 28, 2016 Third Amending Credit Agreement, which resulted in a default of the senior credit covenants. See further details in Liquidity and Capital Resources section below.
SELECT OPERATING RESULTS
Energy Services Division
The Energy Services segment includes the aggregate operations of TRAC Energy Services Ltd. and Zedcor, which now operates as Zedcor Energy Services Corp. and represents 100% of the Company's continuing operations.
For the quarter ended December 31, 2016, Energy Services revenues increased by $1.0 million or 42% compared to the similar period in 2015. This revenue increase is due in part to the acquisition of Zedcor Oilfield Rentals Ltd. and in part to improved utilization rates.
Direct operating costs, excluding depreciation, were reduced by $258,000, or 15%, for the quarter ended December 31, 2016 compared to the quarter ended December 31, 2015 due to numerous cost saving initiatives. These cost saving initiatives included reduction of headcount, reduced labor hours, a 5% division wide salary decrease and consolidation of operating facilities. Quarter over quarter depreciation expense increased by $0.8 million due to the aggregate $23.5 million Zedcor Oilfield Rentals Ltd. and Summit Star fixed asset acquisitions early in 2016.
The resulting margin for the quarter ended December 31, 2016, increased to 1% compared to negative 34% for the comparative quarter in 2015.
For the year ended December 31, 2016, revenues declined by $6.8 million or 39% compared to the year ended December 31, 2015, due to significantly depressed day rates resulting from increased competition arising from reduced industry activity.
For the year ended December 31, 2016, direct costs excluding depreciation decreased by $5.8 million or 55% from $10.3 million in 2015 to $4.6 million in 2016. This was a direct result of decreased revenue and cost saving initiatives.
Depreciation for the year ended December 31, 2016 increased by $1.8 million from $6.0 million to $7.8 million compared to the year ended December 31, 2015. The increase in depreciation is a result of the increase in asset base from the acquisition of Zedcor Oilfield Rentals and Summit Star assets. As a result margins for the year ended December 31, 2016 decreased to negative 16% compared to 6% for December 31, 2015.
General Rentals Division
For the year ended December 31, 2016 and 2015, the General Rentals segment has been classified as a discontinued operation in the statement of comprehensive income. General rentals revenue represented 25% of total revenues of the Company for the quarter and year ended December 31, 2016.
For the quarter ended December 31, 2016, General Rental revenue declined by $1.7 million or 48% compared to the quarter ended December 31, 2015. For the year ended December 31, 2016, revenue decreased similarly by 50% compared to the year ended 2015. The decrease results from the overall weak Alberta economy driven by significant declines in oil and gas prices which has negatively affected industrial activity and increased competition from new entrants into the local market. For the General Rentals segment, this has specifically reduced utilization of the equipment fleet and depressed day rate pricing because of lower demand for industrial rental equipment coupled with increased competition. Weak demand for equipment and high competition from other service providers with idle assets led to aggressive pricing measures, decreasing operating margins year over year.
Direct costs and depreciation of operating assets decreased by 40% for the quarter ended December 31, 2016 and 33% for the year ended December 31, 2016, as a direct result of the decrease in revenues for the same quarter. Depreciation expense for the quarter ended December 31, 2016 decreased by $162,000 or 16% over the same period in 2015 resulting from the sale of underutilized assets during the year.
Waste Management Division
For the years ended December 31, 2016 and 2015, the Waste Management segment has been classified as a discontinued operation in the statement of comprehensive income. The segment was sold on December 1, 2016, therefore the results reported are for the two months ended November 30, 2016 and the eleven months ended November 30, 2016. As the Waste Management segment was classified as held for sale on September 30, 2016, no depreciation was recognized for October and November 2016 resulting in lower depreciation of operating assets and higher margins for 2016.
SELECTED QUARTERLY FINANCIAL INFORMATION
(Unaudited - in $000s) Dec 31 2016 Sept 30 2016 June 30 2016 Mar 31 2016
Revenue 3,444 2,374 1,469 3,311
Net income (loss) from continuing operations (3,106) (8,680) (4,683) (3,148)
Net income (loss) from discontinued operation (3,062) (904) (92) (954)
Adjusted EBITDA1 505 461 294 1,131
Adjusted EBITDA per share
- basic1 0.01 0.01 0.01 0.03
Net income (loss) per share from continuing operations
Basic (0.08) (0.21) (0.12) (0.08)
Diluted (0.08) (0.21) (0.12) (0.08)
Net income (loss) per share from discontinued operation
Basic (0.07) (0.02) 0.00 (0.02)
Diluted (0.07) (0.02) 0.00 (0.02)
Adjusted free cash flow1 386 (1,807) 1,011 3,112
Dec 31 2015 Sept 30 2015 June 30 2015 Mar 31 2015
2,426 2,954 2,384 9,673
(16,032) (12,893) (1,387) 1,150
(659) 254 (579) 453
959 3,012 1,274 6,048
0.03 0.08 0.03 0.17
(0.44) (0.35) (0.04) 0.03
(0.44) (0.35) (0.04) 0.03
(0.02) 0.01 (0.02) 0.01
(0.02) 0.01 (0.02) 0.01
(6) (690) 2,675 3,442
1 See Financial Measures Reconciliations below
LIQUIDITY AND CAPITAL RESOURCES
On April 28, 2016, the Company's Syndicated Bank Credit Facility was amended under the Third Amending Agreement to amend the Debt to EBITDA and Interest Coverage ratios as follows.
Third Amending Agreement Mar 31 2016 June 30 2016 Sept 30 2016 Dec 31 2016 Mar 31 2017 Thereafter
Debt/EBITDA 5.75:1 5.50:1 5.50:1 4.00:1 3.50:1 3.00:1
Interest Coverage 3.25:1 3.25:1 2.50:1 2.75:1 3.25:1 3.50:1
For the quarter ended September 30, 2016, the Company was in breach of its financial leverage and interest coverage covenants included in the April 28, 2016 Third Amending Credit Agreement. A breach constitutes an event of default under the Agreement, which provides the lenders several alternatives including a waiver of the breach, an amendment to the Agreement to reset the covenants or a requirement to repay the borrowings.
On November 24, 2016, the Company signed a Fourth Amending Agreement in which the lenders agreed to forbear from demanding repayment or enforcing its security under the Agreement. Under the terms of the amending agreement the authorized amount of the revolving facility was reduced to $46.1 million, while the authorized amount of the revolving capex facility remained $6.5 million.
On December 15, 2016 the Company's Syndicated Bank Credit Facility was amended under the Fifth Amending agreement. The fifth amending agreement included a reduction in the revolving facility amount from $46 million to $32.5 million and cancellation of the term facility commitment and operating facility.
Interest payable on all loans drawn under the credit facilities will range from bank prime rate plus 300 bps to bank prime rate plus 600 bps depending on the Company's Debt to EBITDA ratio. Under the terms of the Fifth Amending Credit Agreement, the Company was not in compliance of its financial leverage and interest coverage covenants as at December 31, 2016 and all debt held with the creditors is classified as current.
On February 16, 2017, the Company's Syndicated Credit Facility was amended under the Sixth Amending Agreement in which the lenders agree to forbear from demanding repayment or enforcing its security under the agreement until April 28, 2017.
On April 21, 2017, the Company entered into a Loan and Security Agreement with a new lender. The Loan and Security Agreement in the amount of $20.4 million will be used to repay the existing Syndicated Credit Facility, will bear interest at a rate of 12.75% and has a term of 12 months with an option to extend for an additional 12 months at the satisfaction of the lender. The Loan and Security Agreement will be serviced by six months of interest only payments, followed by six months of blended principal and interest payments. The Loan and Security Agreement does not require quantitative financial covenants, but imposes restrictions on the Loan's collateral, being the property and equipment of the Company. The Company shall issue the lender share purchase warrants entitling the lender to acquire common shares in the Company representing approximately 6.5% of the fully diluted equity at the time of exercise, at an exercise price of $0.25 per warrant. The warrants will expire 90 days after the term of the loan.
OUTLOOK
2016 has been a pivotal year for Canadian Equipment Rentals Corp. The acquisition of Zedcor Oilfield Rentals Ltd. ("Zedcor") and the subsequent divestitures of MCL Waste Systems & Environmental Inc. and 4-Way Equipment Rentals Corp., has repositioned the Company as one of the leading oilfield surface equipment rental companies in the Western Canadian Sedimentary Basin.
As previously announced, the Company has signed a new Loan and Security Agreement, the proceeds of which will be used to repay the existing lenders. In conjunction with this refinancing, the Company is retiring $2.5 million of the Vendor Take Back Note in exchange for 10 million common shares. With this transaction and the refinancing, the directors of the Company will be appointing two new directors who will be of great value to the Company.
Through the restructuring efforts over the past six months, including significant reductions in headcount at the executive level and reductions in associated discretionary spending, the Company now has a lean operating structure that can support the full utilization of the existing rental asset base. This structure, coupled with superior operational performance, service quality and a best-in-class equipment rental fleet are instrumental to maintaining and growing market share.
Drilling activity through the first quarter of 2017 has been stronger than expected which in turn has resulted in improved utilization. Activity in the second quarter of 2017 currently appears to also be stronger than the same period in the prior year. This improvement in demand for rental equipment should begin to drive improvements in equipment rental rates.
The Company continues to expand its market reach and customer base from beyond its traditional upstream energy services customers to new industry segments including industrial facilities and pipeline construction. This should lead to more diversity in its revenue streams and increase the utilization of existing rental equipment by penetrating new market segments that are less affected by seasonal fluctuations.
No Conference Call
No conference call will be held in conjunction with this release. Full details of the Company's financial results, in the form of the consolidated financial statements and notes for the year ended December 31, 2106 and Management's Discussion and Analysis of the results are available on SEDAR at www.sedar.com and on the Company's website at www.cercorp.ca.
About Canadian Equipment Rentals Corp.
Canadian Equipment Rentals Corp. is a Canadian public corporation and parent company to Zedcor Energy Services Corp. ("Zedcor"). Zedcor is engaged in the rental of surface equipment and accommodations to the Western Canadian Oil and Gas Industry. The Company trades on the TSX Venture Exchange under the symbol "CFL".
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