FOR: CANADIAN EQUIPMENT RENTALS CORP.
TSX VENTURE SYMBOL: CFL
Date issue: April 25, 2017
Time in: 7:12 PM e
Attention:
CALGARY, ALBERTA–(Marketwired – April 25, 2017) – Canadian Equipment Rentals
Corp. (the “Company”) (TSX VENTURE:CFL) today announced its financial and
operating results for the year ended December 31, 2016.
Highlights
Amounts in the following tables are presented in thousands of dollars, except
for per share amounts and percentages.
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—————————————————————————-
—————————————————————————-
Three months ended Twelve months ended
December 31 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
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SELECT FINANCIAL RESULTS
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— 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.
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SELECT OPERATING RESULTS
Energy Services Division
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— 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.
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General Rentals Division
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— 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.
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Waste Management Division
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— 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.
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SELECTED QUARTERLY FINANCIAL INFORMATION
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—————————————————————————-
—————————————————————————-
Dec Sept June Mar
31 30 30 31
(Unaudited – in $000s) 2016 2016 2016 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 EBITDA(1) 505 461 294 1,131
Adjusted EBITDA per share
– basic(1) 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 flow(1) 386 (1,807) 1,011 3,112
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(1 ) See Financial Measures Reconciliations below
—————————————————————————-
—————————————————————————-
Dec Sept June Mar
31 30 30 31
(Unaudited – in $000s) 2015 2015 2015 2015
—————————————————————————-
Revenue 2,426 2,954 2,384 9,673
Net income (loss) from
continuing operations (16,032) (12,893) (1,387) 1,150
Net income (loss) from
discontinued operation (659) 254 (579) 453
Adjusted EBITDA(1) 959 3,012 1,274 6,048
Adjusted EBITDA per share
– basic(1) 0.03 0.08 0.03 0.17
Net income (loss) per share from
continuing operations
Basic (0.44) (0.35) (0.04) 0.03
Diluted (0.44) (0.35) (0.04) 0.03
Net income (loss) per share from
discontinued operation
Basic (0.02) 0.01 (0.02) 0.01
Diluted (0.02) 0.01 (0.02) 0.01
Adjusted free cash flow(1) (6) (690) 2,675 3,442
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(1 ) See Financial Measures Reconciliations below
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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.
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Mar 31 June 30 Sept 30 Dec 31 Mar 31
Third Amending Agreement 2016 2016 2016 2016 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
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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.
NON-IFRS MEASURES RECONCILIATION
The Company uses certain measures in this MD&A which do not have any
standardized meaning as prescribed by International Financial Reporting
Standards (“IFRS”). These measures which are derived from information reported
in the consolidated statements of operations and comprehensive income may not
be comparable to similar measures presented by other reporting issuers. These
measures have been described and presented in this MD&A in order to provide
shareholders and potential investors with additional information regarding the
Company.
Investors are cautioned that EBITDA, adjusted EBITDA and adjusted EBITDA per
share, adjusted free cash flow and payout ratio are not acceptable alternatives
to net income or net income per share, a measurement of liquidity, or
comparable measures as determined in accordance with IFRS.
EBITDA and Adjusted EBITDA
EBITDA refers to net income before finance costs, income taxes, depreciation,
amortization, and gains or losses on disposal of property and equipment.
Adjusted EBITDA is calculated as EBITDA before costs associated with business
acquisition costs and share based compensation. These measures do not have a
standardized definition prescribed by IFRS and therefore may not be comparable
to similar captioned terms presented by other issuers.
Management believes that EBITDA and Adjusted EBITDA are useful measures of
performance as they eliminate non-recurring items and the impact of finance and
tax structure variables that exist between entities. “Adjusted EBITDA per share
– basic” refers to Adjusted EBITDA divided by the weighted average basic number
of shares outstanding during the relevant periods.
A reconciliation of net income to Adjusted EBITDA is provided below:
/T/
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—————————————————————————-
Three months ended Twelve months ended
December 31 December 31
(in $000s) 2016 2015 2016 2015
—————————————————————————-
Net loss from continuing
operations (3,106) (16,032) (19,617) (29,520)
Add:
Finance costs 327 119 1,046 397
Depreciation 2,932 1,505 7,887 6,119
Amortization of intangibles 165 357 661 1,427
Impairment of property and
equipment 21 – 7,822 –
Impairment of intangibles and
goodwill – 13,983 – 26,529
Loss on sale of equipment 672 – 9,878 –
Purchase gain – – (2,664) –
Income taxes (recovery) (1,246) (847) (7,126) (1,726)
Discontinued operation 244 896 2,190 6,342
—————————————————————————-
EBITDA 9 (19) 77 9,568
—————————————————————————-
Add:
Stock based compensation 15 38 136 151
Severance costs 481 923 1,662 1,133
Business acquisition costs – 17 472 62
—————————————————————————-
Adjusted EBITDA 505 959 2,347 10,914
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—————————————————————————-
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Adjusted EBIT
Adjusted EBIT refers to earnings before interest and finance charges, taxes,
amortization, impairment of intangibles, purchase gain, other gain, severance
costs and business acquisition costs.
A reconciliation of net income to Adjusted EBIT is provided below:
/T/
—————————————————————————-
—————————————————————————-
Three months ended Twelve months ended
December 31 December 31
(in $000s) 2016 2015 2016 2015
—————————————————————————-
Net loss from continuing
operations (3,106) (16,032) (19,617) (29,520)
Add:
Finance costs 327 119 1,046 397
Amortization of intangibles 165 357 661 1,427
Impairment of property and
equipment 21 – 7,822 –
Impairment of intangibles and
goodwill – 13,983 – 26,529
Purchase gain – – (2,664) –
Income taxes (recovery) (1,246) (847) (7,126) (1,726)
Severance costs 478 845 1,156 903
Business acquisition costs – 17 472 62
Discontinued operation (704) (182) (1,963) 1,625
—————————————————————————-
Adjusted EBIT (4,065) (1,740) (20,213) (303)
—————————————————————————-
—————————————————————————-
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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”.
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this press release
constitute forward-looking statements or forward-looking information, including
management’s belief that improvement in demand should begin to drive
improvements in equipment rental rates and that the expanded market reach and
customer base will lead to more diversity in the Company’s revenue stream and
increase utilization. Forward-looking statements or information may contain
statements with the words “anticipate”, “believe”, “expect”, “plan”, “intend”,
“estimate”, “propose”, “budget”, “should”, “project”, “would have realized’,
“may have been” or similar words suggesting future outcomes or expectations.
Although the Company believes that the expectations implied in such
forward-looking statements or information are reasonable, undue reliance should
not be placed on these forward-looking statements because the Company can give
no assurance that such statements will prove to be correct. Forward-looking
statements or information are based on current expectations, estimates and
projections that involve a number of assumptions about the future and
uncertainties. These assumptions include that the Company’s cost cutting
measures that have been implemented will protect future margins and that the
Company’s lean operations will protect against profound down swings in the
economic environment. Although management believes these assumptions are
reasonable, there can be no assurance that they will be proved to be correct,
and actual results will differ materially from those anticipated. For this
purpose, any statements herein that are not statements of historical fact may
be deemed to be forward-looking statements. The forward-looking statements or
information contained in this press release are made as of the date hereof and
the Company assumes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new contrary
information, future events or any other reason, unless it is required by any
applicable securities laws. The forward-looking statements or information
contained in this press release are expressly qualified by this cautionary
statement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.
– END RELEASE – 25/04/2017
For further information:
Canadian Equipment Rentals Corp.
Ken Olson
Chief Financial Officer
(403) 930-5434
kolson@cercorp.ca
COMPANY:
FOR: CANADIAN EQUIPMENT RENTALS CORP.
TSX VENTURE SYMBOL: CFL
INDUSTRY: Energy and Utilities – Equipment, Energy and Utilities –
Oil and Gas
RELEASE ID: 20170425CC0104
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