Russia Oil Gas Magazine
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  • Calfrac Well Services Ltd Announces it’s Financial and Operating Results for the Three and Six Months Ended June 30, 2015

    HIGHLIGHTS

    Three Months Ended June 30,  

    Six Months Ended June 30,

    2015

    2014

    Change

    2015

    2014

    Change

    (C$000s, except per share and unit data)

    ($)

    ($)

    (%)

    ($)

    ($)

    (%)

    (unaudited)

    Financial

    Revenue

    319,553

    502,957

    (36)

    919,936

    1,050,595

    (12)

    Operating income (loss)(1)

    (7,022)

    44,833

    (116)

    20,822

    108,950

    (81)

    Per share – basic

    (0.07)

    0.48

    (115)

    0.22

    1.17

    (81)

    Per share – diluted

    (0.07)

    0.47

    (115)

    0.22

    1.16

    (81)

     

    Net income (loss) attributable to the shareholders of

    Calfrac before foreign exchange gains or losses(2)

    (43,040)

    (9,446)

    356

    (56,488)

    1,346

    NM

    Per share – basic

    (0.45)

    (0.10)

    350

    (0.59)

    0.01

    NM

    Per share – diluted

    (0.45)

    (0.10)

    350

    (0.59)

    0.01

    NM

    Net loss attributable to the shareholders of Calfrac

    (43,277)

    (12,905)

    235

    (55,905)

    (3,959)

    NM

    Per share – basic

    (0.45)

    (0.14)

    221

    (0.59)

    (0.04)

    NM

    Per share – diluted

    (0.45)

    (0.14)

    221

    (0.59)

    (0.04)

    NM

    Working capital (end of period)

    340,639

    334,320

    2

    340,639

    334,320

    2

    Total equity (end of period)

    775,646

    794,615

    (2)

    775,646

    794,615

    (2)

    Weighted  average  common  shares  outstanding

    (000s)

    Basic

    95,602

    93,946

    2

    95,417

    93,440

    2

    Diluted

    95,771

    94,894

    1

    95,587

    94,255

    1

    Operating (end of period)

    Active pumping horsepower (000s)

    804

    1,217

    (34)

    804

    1,217

    (34)

    Idle pumping horsepower (000s)

    455

    455

    Total pumping horsepower (000s)

    1,259

    1,217

    3

    1,259

    1,217

    3

    Active coiled tubing units (#)

    20

    36

    (44)

    20

    36

    (44)

    Idle coiled tubing units (#)

    17

    17

    Total coiled tubing units (#)

    37

    36

    3

    37

    36

    3

    Active cementing units (#)

    26

    31

    (16)

    26

    31

    (16)

    Idle cementing units (#)

    5

    5

    Total cementing units (#)

    31

    31

    31

    31

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Net income (loss) attributable to the shareholders of Calfrac before foreign exchange (FX) gains or losses is defined as net income (loss) attributable to the shareholders of Calfrac before FX gains or losses on an after-tax basis. Management believes that this is a useful supplemental measure as it provides an indication of the financial results generated by Calfrac without the impact of FX fluctuations, which are not fully controllable by the Company. This measure does not have any standardized meaning prescribed under IFRS and, accordingly, may not be comparable to similar measures used by other companies.

     

    SECOND QUARTER 2015 OVERVIEW

     

    CONSOLIDATED HIGHLIGHTS

    Three Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    319,553

    502,957

    (36)

    Expenses

    Operating

    307,880

    427,752

    (28)

    Selling, general and administrative (SG&A)

    18,695

    30,372

    (38)

    326,575

    458,124

    (29)

    Operating income (loss)(1)

    (7,022)

    44,833

    (116)

    Operating income (loss) (%)

    (2.2)

    8.9

    (125)

    Fracturing revenue per job ($)(2)

    48,949

    55,765

    (12)

    Number of fracturing jobs(2)

    5,710

    8,212

    (30)

    Active pumping horsepower, end of period (000s)

    804

    1,217

    (34)

    Idle pumping horsepower, end of period (000s)

    455

    Total pumping horsepower, end of period (000s)

    1,259

    1,217

    3

    Coiled tubing revenue per job ($)

    44,097

    40,934

    8

    Number of coiled tubing jobs

    468

    524

    (11)

    Active coiled tubing units, end of period (#)

    20

    36

    (44)

    Idle coiled tubing units, end of period (#)

    17

    Total coiled tubing units, end of period (#)

    37

    36

    3

    Cementing revenue per job ($)

    44,137

    35,563

    24

    Number of cementing jobs

    384

    581

    (34)

    Active cementing units, end of period (#)

    26

    31

    (16)

    Idle cementing units, end of period (#)

    5

    Total cementing units, end of period (#)

    31

    31

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Comparative amounts have been adjusted to reflect job count as fracturing stages completed.

     

    Revenue in the second quarter of 2015 was $319.6 million, a decrease of 36 percent from the same period in 2014. The Company’s fracturing job count decreased by 30 percent due to lower activity in Canada and the United States while consolidated revenue per fracturing job decreased by 12 percent primarily due to significantly lower pricing in Canada and the United States, partially offset by an increase in job size and the appreciation of the U.S. dollar.

    Pricing in Canada declined by an average of approximately 20 percent in the second quarter of 2015 from the second quarter of 2014. In the United States, pricing was lower by an average of 30 percent compared to the second quarter of 2014. In Argentina, pricing was down by less than 10 percent as the Company agreed to a pricing reduction during the first quarter of 2015 in light of lower crude oil prices in that market. In Russia, pricing is determined by contract awards which resulted in the Company achieving a nominal pricing increase during the most recent contract renewal process.

    Operating loss for the second quarter of 2015 was $7.0 million, a decline of 116 percent from the comparable period in 2014. Operating income as a percentage of revenue was lower by 1,110 basis points compared to the same period last year due to significantly lower pricing in the United States and Canada, and to a lesser extent,Argentina, combined with lower utilization in the United States.

    Net loss attributable to shareholders of Calfrac was $43.3 million or $0.45 per share diluted, compared to $12.9 million or $0.14 per share diluted in the same period last year, primarily due to lower pricing for the Company’s fracturing services.

    In the second quarter of 2015, Calfrac declared a quarterly dividend of $0.0625 per share.

     

    Three Months Ended

    June 30, 2015

    March 31, 2015

    Change

    (C$000s, except operational information)

    (unaudited)

    ($)

    ($)

    (%)

    Revenue

    319,553

    600,383

    (47)

    Expenses

    Operating

    307,880

    549,931

    (44)

    SG&A

    18,695

    22,608

    (17)

    326,575

    572,539

    (43)

    Operating income (loss)(1)

    (7,022)

    27,844

    (125)

    Operating income (loss) (%)

    (2.2)

    4.6

    (148)

    Fracturing revenue per job ($)

    48,949

    52,085

    (6)

    Number of fracturing jobs

    5,710

    10,688

    (47)

    Active pumping horsepower, end of period (000s)

    804

    1,259

    (36)

    Idle pumping horsepower, end of period (000s)

    455

    Total pumping horsepower, end of period (000s)

    1,259

    1,259

    Coiled tubing revenue per job ($)

    44,097

    31,843

    38

    Number of coiled tubing jobs

    468

    707

    (34)

    Active coiled tubing units, end of period (#)

    20

    37

    (46)

    Idle coiled tubing units, end of period (#)

    17

    Total coiled tubing units, end of period (#)

    37

    37

    Cementing revenue per job ($)

    44,137

    40,712

    8

    Number of cementing jobs

    384

    424

    (9)

    Active cementing units, end of period (#)

    26

    31

    (16)

    Idle cementing units, end of period (#)

    5

    Total cementing units, end of period (#)

    31

    31

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

     

    Revenue in the second quarter of 2015 was $319.6 million, a decrease of 47 percent from the first quarter of 2015. Revenue per fracturing job decreased by 6 percent due to lower pricing in the United States and Canada. The decrease in revenue per fracturing job was partially offset by the completion of larger jobs in the United States, as well as the appreciation of the U.S. dollar. Operating income as a percentage of revenue declined 680 basis points due to lower pricing and activity in the United States and Canada.

    Pricing in Canada declined by an average of approximately 10 percent in the second quarter of 2015 from the first quarter of 2015. In the United States, pricing was lower on average by 15 percent than in the first quarter of 2015. In Argentina, pricing was consistent with the previous quarter. In Russia, pricing is determined by contract awards which resulted in the Company achieving a nominal pricing increase during the most recent contract renewal process.

    In Canada, revenue declined by 70 percent to $66.9 million in the second quarter of 2015 due to continued pricing pressure combined with the onset of spring break-up conditions. Operating income as a percentage of revenue decreased to negative 9 percent from positive 9 percent due to significantly lower activity related to spring break-up and weaker pricing, offset partially by cost optimization initiatives that were realized during the quarter.

    In the United States, revenue in the second quarter of 2015 declined by 43 percent from the first quarter of 2015 to $172.5 million, mainly as a result of lower pricing and activity. The decline was partially offset by the strengthening of the U.S. dollar. Total proppant used declined by 20 percent sequentially while tons per fracturing job increased by 14 percent due to service intensity and changes in geographical job mix. Operating income as a percentage of revenue decreased to a break-even position in the second quarter of 2015 from 4 percent in the previous quarter due to lower pricing but was partially offset by cost reductions.

    In Russia, revenue increased to $38.9 million in the second quarter of 2015 from $30.5 million in the first quarter of 2015. The increase resulted from the rouble appreciating 18 percent. Fracturing activity improved by 8 percent due to fewer weather-related disruptions. Operating income as a percentage of revenue increased by 730 basis points to 12 percent due to normal seasonal improvement and the appreciation of the rouble.

    In Latin America, revenue declined 5 percent to $41.3 million. The decrease was primarily due to lower activity inMexico. Operating income as a percentage of revenue was consistent at 10 percent.

    OUTLOOK
    Crude oil prices have weakened in recent months to a price range that is significantly lower than in 2014. As a result, it is anticipated that equipment utilization and pricing in the oilfield services industry will continue to be adversely affected for the remainder of the year and likely into 2016. Industry reports have indicated that North American oil and gas capital spending is down by 35 to 40 percent in 2015 from 2014. The first half of 2015 has demonstrated that customers are taking a very cautious approach in allocating capital and this is expected to continue to keep activity low in the second half of 2015.

    Natural gas prices have declined modestly in recent months due to stronger-than-expected supply growth and storage levels returning to around the five-year average. Natural gas liquids pricing, which had been a key factor in natural gas development in Canada and the United States, has declined significantly. The anticipated impact of these developments is a reduction in activity in key natural gas plays in North America in 2015.

    Calfrac is endeavoring to restructure its business in order to be profitable in a lower commodity price environment and continues to closely monitor its cost structure for additional savings. The Company is making every effort to protect its best people in order to quickly respond when market conditions improve and also to remain operationally strong over the long-term.

    In addition, the Company believes that it is continuing to create a competitive advantage and deliver cost efficiencies through the ongoing implementation of various logistics initiatives despite a further weakening in the Canadian dollar which has increased U.S. dollar-denominated sand and proppant expenses. The logistics group has reduced costs for key products such as proppant and chemicals. Diesel fuel, a key input into operations, has fallen considerably in cost due to the decline in crude oil prices. Third-party trucking costs have also been lowered by attaining pricing concessions and more efficient use of the Company’s internal fleet. The impact of cost saving initiatives implemented across the Company will increase as the year progresses and Calfrac continues to analyze additional measures that it can employ to further lower its cost structure.

    CANADA
    For the first half of 2015, horizontal well completion activity was significantly lower in 2015 than in the first half of 2014. In 2015, spring break-up arrived earlier than expected due to warm weather conditions through the winter. Activity in the second half of 2015 will depend on the extent of and pace at which oil and natural gas prices recover, however, the Company anticipates activity to be at the lowest levels experienced since 2009. In response, Calfrac has temporarily idled approximately 44 percent of its Canadian fracturing equipment.

    Calfrac intends to retain its leadership position in western Canada’s most important natural gas and natural gas liquids plays and expects to be a key participant in their long-term development. However, the weakening of natural gas and natural gas liquids prices is expected to lead to significantly lower activity in the second half of 2015 from the second half of 2014.

    Calfrac expects oil-focused activity to be significantly lower for the remainder of 2015 than in 2014. A recovery in oil prices would, however, result in a relatively quick response in activity in the Viking and Cardium plays. The Company believes these plays will be an important component of its growth in the medium to long term.

    UNITED STATES
    In the United States, the Company anticipates that activity in the third and fourth quarters of 2015 will be lower than the second quarter of the year. Visibility for activity remains limited given the ongoing changes in capital spending plans by the Company’s customers and competitive pricing dynamics. In response to these difficult market conditions and lower levels of activity, Calfrac suspended its fracturing operations in the Fayetteville and will continue to assess the viability of each district in which it currently operates.

    Sporadic activity and weak pricing has lead to the Company temporarily idling 40 percent of its fracturing equipment in the United States during the second quarter of 2015 due to margins that are not anticipated to meet the Company’s required financial returns. Calfrac has a plan in place to ensure that the equipment is kept up to its high standards and can be reactivated quickly when industry activity recovers.

    RUSSIA
    Calfrac expects its activity in Russia in 2015 to be similar to 2014, outside of normal weather-related variability. Calfrac’s participation in unconventional development will be delayed until sanctions applied by Canadathe United States and certain other jurisdictions are removed. The significant devaluation of the Russian rouble will decrease reported 2015 financial results versus 2014. The long-term prospects in Russia, however, remain encouraging as unconventional development has become a pillar of that country’s oil and natural gas growth plans.

    LATIN AMERICA
    Calfrac continues to believe in the long-term potential of Argentina’s conventional and unconventional oil and gas development. The increasing customer demand for the Company’s services is providing the opportunity to deploy additional equipment into the country, such as the equipment delivered in December 2014 and an additional 40,000 horsepower, which is on schedule to be deployed in the latter part of 2015. Calfrac believes that its service quality and technical expertise are contributing to its reputation as a service provider of choice in Argentina, thereby providing the foundation for long-term growth.

    In Mexico, Calfrac remains optimistic regarding activity in the longer term as the national reform of the energy industry is proceeding. Calfrac believes this will eventually set the stage for increased capital spending by Pemex and create an avenue for new oil and gas companies to enter Mexico.

    DIVIDEND POLICY
    Calfrac’s Board of Directors reviews the Company’s dividend policy on a quarterly basis. During the second quarter,Calfrac reduced its quarterly dividend by 50 percent to $0.0625 per share. The Board of Directors will continue to monitor market conditions in order to determine whether further changes to Calfrac’s dividend policy are required.

    SUMMARY
    The depressed prices for crude oil and natural gas and uncertainty as to the timing of a price recovery are likely to make the remainder of 2015 and early 2016 challenging for the entire industry, but Calfrac believes it has a well-defined strategy to manage the near-term challenges and remains optimistic about its future opportunities. The Company has an experienced Board of Directors and management team that have been through a number of industry downturns leaving Calfrac well positioned to navigate the current cycle. The Company has taken advantage of market opportunities in previous industry downturns to strengthen its operations and competitive position, which has had a positive effect on operational performance when industry activity has recovered. Over the long term, Calfrac believes that the pressure pumping services industry will remain an integral component of unconventional resource development and that the Company’s top-tier safety, service quality, logistics management and technology will serve to generate cost efficiencies for its customers and profitability for Calfrac.

    FINANCIAL OVERVIEW – THREE MONTHS ENDED JUNE 30, 2015 VERSUS 2014

    CANADA

    Three Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    66,894

    96,213

    (30)

    Expenses

    Operating

    70,802

    101,738

    (30)

    SG&A

    2,416

    3,797

    (36)

    73,218

    105,535

    (31)

    Operating loss(1)

    (6,324)

    (9,322)

    (32)

    Operating loss (%)

    (9.5)

    (9.7)

    (2)

    Fracturing revenue per job ($)(2)

    32,140

    35,412

    (9)

    Number of fracturing jobs(2)

    1,935

    2,545

    (24)

    Active pumping horsepower, end of period (000s)

    225

    384

    (41)

    Idle pumping horsepower, end of period (000s)

    177

    Total pumping horsepower, end of period (000s)

    402

    384

    5

    Coiled tubing revenue per job ($)

    23,173

    32,732

    (29)

    Number of coiled tubing jobs

    203

    186

    9

    Active coiled tubing units, end of period (#)

    6

    17

    (65)

    Idle coiled tubing units, end of period (#)

    12

    Total coiled tubing units, end of period (#)

    18

    17

    6

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Comparative amounts have been adjusted to reflect job count as  fracturing stages completed.

     

    REVENUE
    Revenue from Calfrac’s Canadian operations during the second quarter of 2015 was $66.9 million versus $96.2 million in the same period of 2014. The 30 percent decrease was primarily due to a mix of lower activity and lower pricing for the Company’s fracturing services. Revenue per fracturing job decreased by 9 percent from the same period in the prior year as a result of significant pricing reductions offset partially by the impact of greater service intensity. Total proppant per reported fracturing job increased by 21 percent over the prior year while total proppant used declined by 8 percent. Coiled tubing jobs increased by 9 percent from the prior year due to higher activity in Saskatchewan light oil plays.

    OPERATING LOSS
    The operating loss in Canada during the second quarter of 2015 was $6.3 million compared to $9.3 million in the same period of 2014. The Company was able to reduce the second quarter loss compared to the same period in 2014 through the implementation of several cost reduction initiatives designed to remain competitive in a lower-price environment. Operating costs were 30 percent lower than in the comparable quarter, which is attributable to the decline in activity combined with the impact of cost savings realized during the quarter. The impact of a weaker Canadian dollar on the cost of proppant and chemicals that are sourced from the United States partially offset the product cost reductions achieved through supply chain initiatives. During the quarter, the Company decided to temporarily idle approximately 177,000 horsepower in Canada rather than operate at margins that do not meet its required financial returns. SG&A expenses declined by 36 percent year-over-year, primarily due to workforce reductions and a lower compensation structure.

    UNITED STATES

    Three Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational and exchange rate information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    172,523

    315,971

    (45)

    Expenses

    Operating

    168,364

    249,563

    (33)

    SG&A

    4,832

    7,694

    (37)

    173,196

    257,257

    (33)

    Operating income (loss)(1)

    (673)

    58,714

    (101)

    Operating income (loss) (%)

    (0.4)

    18.6

    (102)

    Fracturing revenue per job ($)

    50,829

    59,473

    (15)

    Number of fracturing jobs

    3,219

    5,086

    (37)

    Active pumping horsepower, end of period (000s)

    410

    660

    (38)

    Idle pumping horsepower, end of period (000s)

    279

    Total pumping horsepower, end of period (000s)

    689

    660

    4

    Coiled tubing revenue per job ($)

    66,196

    45,469

    46

    Number of coiled tubing jobs

    21

    61

    (66)

    Active coiled tubing units, end of period (#)

    8

    (100)

    Idle coiled tubing units, end of period (#)

    5

    Total coiled tubing units, end of period (#)

    5

    8

    (38)

    Cementing revenue per job ($)

    46,104

    40,454

    14

    Number of cementing jobs

    163

    265

    (38)

    Active cementing units, end of period (#)

    13

    18

    (28)

    Idle cementing units, end of period (#)

    5

    Total cementing units, end of period (#)

    18

    18

    US$/C$ average exchange rate(2)

    1.2294

    1.0905

    13

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Source: Bank of Canada.

     

    REVENUE
    Revenue from Calfrac’s United States operations decreased to $172.5 million during the second quarter of 2015 from $316.0 million in the comparable quarter of 2014 due to significantly lower fracturing activity and pricing in south TexasNorth DakotaArkansas and Pennsylvania. Increased activity in the Rockies partially offset the decline in fracturing activity, resulting in 37 percent fewer fracturing jobs period-over-period. Revenue per job was 15 percent lower year- over-year due to significantly weaker pricing, partially offset by the continued adoption of greater service intensity per job and a stronger U.S. dollar. Proppant per fracturing job increased by 30 percent over the same period in the prior year while total proppant used declined by 5 percent.

    OPERATING INCOME (LOSS)
    The Company’s United States operations experienced an operating loss of $0.7 million for the second quarter of 2015 compared to operating income of $58.7 million in the same period in 2014. The decline was primarily due to significantly lower pricing and utilization. Operating income as a percentage of revenue declined materially from 19 percent in the second quarter of 2014 to a break-even result in 2015. The decline in the operating income percentage was due to intense pricing competition from many of the Company’s major competitors and lower equipment utilization in south TexasNorth Dakota and Pennsylvania. Cost reduction initiatives mitigated the decline in operating income. In addition, Calfrac elected to temporarily idle approximately 279,000 horsepower inthe United States during the quarter, including the decision to suspend its fracturing operations in the Fayettevilleshale gas play in Arkansas. SG&A expenses decreased by 37 percent in the second quarter of 2015 from the same period in the prior year due to cost reduction initiatives that were implemented towards the end of the first quarter, which continued throughout the second quarter.

    RUSSIA

    Three Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational and exchange rate information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    38,863

    51,209

    (24)

    Expenses

    Operating

    33,389

    42,524

    (21)

    SG&A

    758

    1,463

    (48)

    34,147

    43,987

    (22)

    Operating income(1)

    4,716

    7,222

    (35)

    Operating income (%)

    12.1

    14.1

    (14)

    Fracturing revenue per job ($)

    89,421

    126,584

    (29)

    Number of fracturing jobs

    354

    327

    8

    Pumping horsepower, end of period (000s)

    70

    70

    Coiled tubing revenue per job ($)

    54,607

    57,068

    (4)

    Number of coiled tubing jobs

    132

    172

    (23)

    Coiled tubing units, end of period (#)

    7

    7

    Rouble/C$ average exchange rate(2)

    0.0234

    0.0312

    (25)

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Source: Bank of Canada.

     

    REVENUE
    During the second quarter of 2015, revenue from Calfrac’s Russian operations decreased by 24 percent to $38.9 million from $51.2 million in the corresponding three-month period of 2014. The decrease in revenue, which is generated in roubles, was primarily related to the 25 percent devaluation of the Russian rouble in the second quarter of 2015 from the second quarter of 2014. The decline in the rouble was partially offset by slightly higher fracturing activity across all operating regions, with the exception of the Usinsk region, where warm weather resulted in the demobilization of equipment earlier than in 2014. Revenue per fracturing job declined by 29 percent due to the currency devaluation and lower acid fracturing activity in Usinsk, which typically has larger jobs. Lower coiled tubing activity in the Khanty-Mansiysk region also contributed to the decline in revenue.

    OPERATING INCOME
    Operating income in Russia was $4.7 million during the second quarter of 2015 compared to $7.2 million in the corresponding period of 2014, the decline being primarily due to the 25 percent devaluation of the rouble.  Operating income as a percentage of revenue declined from 14 percent to 12 percent due to weather-related interruptions in the Usinsk region. SG&A expenses declined by 48 percent in the second quarter of 2015 from the prior year’s quarter due to the impact of the depreciation of the Russian rouble and cost reduction initiatives.

     

    LATIN AMERICA

    Three Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational and exchange rate information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    41,273

    39,564

    4

    Expenses

    Operating

    33,762

    31,800

    6

    SG&A

    3,405

    4,000

    (15)

    37,167

    35,800

    4

    Operating income(1)

    4,106

    3,764

    9

    Operating income (%)

    9.9

    9.5

    4

    Pumping horsepower, end of period (000s)

    98

    103

    (5)

    Cementing units, end of period (#)

    13

    13

    Coiled tubing units, end of period (#)

    7

    4

    75

    Mexican peso/C$ average exchange rate(2)

    0.0802

    0.0839

    (4)

    Argentinean peso/C$ average exchange rate(2)

    0.1374

    0.1354

    1

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Source: Bank of Canada.

     

    REVENUE
    Calfrac’s Latin American operations generated total revenue of $41.3 million during the second quarter of 2015 versus $39.6 million in the comparable three-month period in 2014. The continued growth resulted from an increase in unconventional activity in Argentina, which is more service intensive than conventional work, and thereby drove higher revenue per job. Activity in Mexico was muted during the second quarter of 2015 and offset most of the increase in Argentina revenue. The Company completed its existing commitments in Colombia during the quarter and is in the process of closing operations.

    OPERATING INCOME
    Operating income in Latin America for the three months ended June 30, 2015 was $4.1 million compared to $3.8 million in the comparative quarter in 2014. Operating income in the second quarter of 2015 was higher due to an increase in unconventional activity in Argentina combined with the impact of cost reduction initiatives in Mexico.

    CORPORATE

    Three Months Ended June 30,

    2015

    2014

    Change

    (C$000s) (unaudited)

    ($)

    ($)

    (%)

    Expenses

    Operating

    1,564

    2,127

    (26)

    SG&A

    7,283

    13,418

    (46)

    8,847

    15,545

    (43)

    Operating loss(1)

    (8,847)

    (15,545)

    (43)

    % of Revenue

    2.8

    3.1

    (10)

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

     

    OPERATING LOSS
    The 43 percent decline in corporate expenses from the second quarter of 2014 includes a reduction in stock-based compensation expense of $5.2 million resulting from a significant decline in the Company’s stock price at the end of the quarter. In addition, the Company implemented several cost reduction initiatives during the first quarter of 2015 to better align its cost structure with anticipated activity levels. These initiatives contributed approximately$1.5 million to the overall decrease in corporate expenses primarily by reducing corporate personnel costs and annual bonuses.

    DEPRECIATION
    For the three months ended June 30, 2015, depreciation expense increased by 14.7 percent to $39.5 million from$34.4 million in the corresponding quarter of 2014. The increase was mainly a result of a larger fleet of equipment operating in the United States and, to a lesser extent Canada, combined with a weaker Canadian dollar relative tothe United States dollar.

    FOREIGN EXCHANGE LOSSES
    The Company recorded a foreign exchange loss of $0.9 million during the second quarter of 2015 versus a loss of$4.9 million in the comparative three-month period of 2014. Foreign exchange gains and losses arise primarily from the translation of net monetary assets or liabilities that were held in United States dollars in CanadaRussiaand Latin America. The Company’s second-quarter 2015 foreign exchange loss was largely attributable to the translation of U.S. dollar-denominated liabilities held in Argentina as the value of the Argentinean peso depreciated against the U.S. dollar during the second quarter. The foreign exchange loss was partially offset by United Statesdollar-denominated liabilities held in Russia as the rouble appreciated against the U.S. dollar during the second quarter.

    INTEREST
    The Company’s net interest expense of $16.3 million for the second quarter of 2015 was $1.9 million higher than in the comparable period of 2014. Interest on U.S. dollar-denominated debt was higher due to a weaker Canadian dollar relative to the U.S. dollar. Loans on the Company’s revolving credit facility were consistent with the comparable quarter in 2014.

    INCOME TAXES
    The Company recorded an income tax recovery of $19.5 million during the second quarter of 2015 compared to an expense of $4.0 million in the comparable period of 2014. The reversal to a recovery was the result of pre-tax losses incurred during the quarter. The effective tax recovery rate was 31 percent during the second quarter of 2015. The 2015 tax recovery is net of $4.3 million of tax adjustments relating to the increased income tax rate inAlberta and income tax adjustments relating to prior periods for CanadaArgentina and Mexico that were recorded during the second quarter.

    SUMMARY OF QUARTERLY RESULTS

    Three Months Ended

    Sep. 30, 

    Dec. 31, 

    Mar. 31,

    Jun. 30, 

     Sep. 30,

    Dec. 31,

    Mar. 31, 

    Jun. 30,

    2013

    2013

    2014

    2014

    2014

    2014

    2015

    2015

    (unaudited) 

    ($)

    ($)

    ($)

    ($)

    ($)

    ($)

    ($)

    ($)

    Financial

    (C$000s, except per share and operating data)

    Revenue

    388,662

    463,054

    547,638

    502,957

    697,440

    748,896

    600,383

    319,553

    Operating income (loss)(1)

    51,683

    57,416

    64,117

    44,833

    126,058

    122,202

    27,844

    (7,022)

    Per share – basic(2)

    0.56

    0.62

    0.69

    0.48

    1.33

    1.29

    0.29

    (0.07)

    Per share – diluted(2)

    0.56

    0.62

    0.68

    0.47

    1.32

    1.28

    0.29

    (0.07)

    Net income (loss) attributable

    to the shareholders of Calfrac

    6,089

    11,764

    8,946

    (12,905)

    44,465

    26,470

    (12,628)

    (43,277)

    Per share – basic(2)

    0.07

    0.13

    0.10

    (0.14)

    0.47

    0.28

    (0.13)

    (0.45)

    Per share – diluted(2)

    0.07

    0.13

    0.10

    (0.14)

    0.46

    0.28

    (0.13)

    (0.45)

    Capital expenditures

    34,683

    45,227

    27,331

    35,312

    62,909

    52,033

    52,669

    50,356

    Working capital (end of period)

    292,854

    319,934

    338,916

    334,320

    393,653

    441,234

    413,950

    340,639

    Total equity (end of period)

    786,933

    795,207

    803,904

    794,615

    828,537

    832,403

    818,825

    775,646

    Operating (end of period)

    Pumping horsepower (000s)

    1,025

    1,194

    1,215

    1,217

    1,235

    1,254

    1,259

    1,259

    Coiled tubing units (#)

    31

    38

    34

    36

    36

    36

    37

    37

    Cementing units (#)

    30

    31

    31

    31

    31

    31

    31

    31

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Comparative amounts were adjusted to reflect the Company’s two-for-one common share split that occurred on June 2, 2014.

     

    SEASONALITY OF OPERATIONS
    The Company’s North American business is seasonal. The lowest activity is typically experienced during the second quarter of the year when road weight restrictions are in place due to spring break-up weather conditions and access to well sites in Canada and North Dakota is reduced (refer to “Business Risks – Seasonality” in the 2014 Annual Report).

    FOREIGN EXCHANGE FLUCTUATIONS
    The Company’s consolidated financial statements are reported in Canadian dollars. Accordingly, the quarterly results are directly affected by fluctuations in the exchange rates for United States, Russian, Mexican and Argentinean currency (refer to “Business Risks – Fluctuations in Foreign Exchange Rates” in the 2014 Annual Report).

    FINANCIAL OVERVIEW – SIX MONTHS ENDED JUNE 30, 2015 VERSUS 2014

    CANADA

    Six Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    288,292

    363,887

    (21)

    Expenses

    Operating

    269,698

    312,257

    (14)

    SG&A

    4,461

    8,473

    (47)

    274,159

    320,730

    (15)

    Operating income(1)

    14,133

    43,157

    (67)

    Operating income (%)

    4.9

    11.9

    (59)

    Fracturing revenue per job ($)(2)

    38,620

    35,415

    9

    Number of fracturing jobs(2)

    7,067

    9,701

    (27)

    Active pumping horsepower, end of period (000s)

    225

    384

    (41)

    Idle pumping horsepower, end of period (000s)

    177

    Total pumping horsepower, end of period (000s)

    402

    384

    5

    Coiled tubing revenue per job ($)

    23,824

    28,788

    (17)

    Number of coiled tubing jobs

    645

    706

    (9)

    Active coiled tubing units, end of period (#)

    6

    17

    (65)

    Idle coiled tubing units, end of period (#)

    12

    Total coiled tubing units, end of period (#)

    18

    17

    6

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Comparative amounts have been adjusted to reflect job count as fracturing stages completed.

     

    REVENUE
    Revenue from Calfrac’s Canadian operations during the first six months of 2015 was $288.3 million versus $363.9 million in the same period of 2014. The decrease was primarily due to a mix of lower pricing and lower activity for its fracturing services. Revenue per fracturing job increased by 9 percent from the same period in the prior year due to the completion of larger jobs. Total proppant per reported fracturing job increased by 27 percent over the prior year while total proppant used declined by 7 percent. Coiled tubing jobs decreased by 9 percent from the prior year due to lower integrated activity and less cleanout and milling work prior to spring break-up in 2015.

    OPERATING INCOME
    Operating income in Canada during the first six months of 2015 was $14.1 million compared to $43.2 million in the same period of 2014. The decrease in operating income was the result of significantly lower pricing and utilization. The impact of a weaker Canadian dollar on the cost of proppant and chemicals that is sourced from the United States also contributed to the reduction in operating income. During the second quarter of 2015, the Company elected to temporarily idle approximately 177,000 horsepower in Canada rather than operate at margins that do not meet its required financial returns. SG&A expenses declined by 47 percent year-over-year, primarily due to workforce reductions and a lower compensation structure combined with a reclassification of $2.9 million of employee costs from SG&A to operating costs during the first six months of 2015.

    UNITED STATES

    Six Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational and exchange rate information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    477,602

    527,010

    (9)

    Expenses

    Operating

    455,359

    433,469

    5

    SG&A

    11,565

    13,150

    (12)

    466,924

    446,619

    5

    Operating income(1)

    10,678

    80,391

    (87)

    Operating income (%)

    2.2

    15.3

    (86)

    Fracturing revenue per job ($)

    55,885

    57,643

    (3)

    Number of fracturing jobs

    8,226

    8,746

    (6)

    Active pumping horsepower, end of period (000s)

    410

    660

    (38)

    Idle pumping horsepower, end of period (000s)

    279

    Total pumping horsepower, end of period (000s)

    689

    660

    4

    Coiled tubing revenue per job ($)

    51,750

    52,949

    (2)

    Number of coiled tubing jobs

    55

    84

    (35)

    Active coiled tubing units, end of period (#)

    8

    (100)

    Idle coiled tubing units, end of period (#)

    5

    Total coiled tubing units, end of period (#)

    5

    8

    (38)

    Cementing revenue per job ($)

    45,039

    37,286

    21

    Number of cementing jobs

    334

    494

    (32)

    Active cementing units, end of period (#)

    13

    18

    (28)

    Idle cementing units, end of period (#)

    5

    Total cementing units, end of period (#)

    18

    18

    US$/C$ average exchange rate(2)

    1.2353

    1.0965

    13

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Source: Bank of Canada.

     

    REVENUE
    Revenue from Calfrac’s United States operations decreased to $477.6 million during the first six months of 2015 from $527.0 million in the comparable six-month period of 2014 due to significantly weaker pricing combined with lower fracturing activity. The number of fracturing jobs completed during the first six months of 2015 decreased by 6 percent from the comparable period in 2014, primarily due to lower activity in Arkansas, south Texas andPennsylvania, partially offset by higher activity in the Rockies and North Dakota. Revenue per job was slightly lower year-over-year as weaker pricing was offset by the continued customer adoption of greater service intensity per job and a stronger U.S. dollar. Proppant per fracturing job increased by 18 percent over the same period in the prior year while total proppant used increased by 21 percent.

    OPERATING INCOME
    Operating income in the United States was $10.7 million for the first six months of 2015, a decrease of 87 percent from the comparative period in 2014. The decline was primarily due to significantly lower pricing in all markets and decreased utilization in the Marcellus and Eagle Ford.  In addition, Calfrac elected to suspend its fracturing operations in the Fayetteville shale play in Arkansas during the second quarter. Operating income as a percentage of revenue declined materially from the comparative period of 2014 to 2 percent. The decline in the operating income percentage was due to the impact of lower pricing combined with lower equipment utilization inPennsylvania, south Texas and Arkansas. Cost reduction initiatives mitigated the decline in operating income. As a result of these difficult market conditions, the Company decided to temporarily idle approximately 279,000 horsepower in the United States during the second quarter rather than operate at margins that do not meet its required financial returns. SG&A expenses decreased by 12 percent in the first six months of 2015 from the same period in the prior year due to cost reduction initiatives that were implemented towards the end of the first quarter, which continued throughout the second quarter.

    RUSSIA

    Six Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational and exchange rate information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    69,361

    90,123

    (23)

    Expenses

    Operating

    61,097

    78,996

    (23)

    SG&A

    2,086

    3,088

    (32)

    63,183

    82,084

    (23)

    Operating income(1)

    6,178

    8,039

    (23)

    Operating income (%)

    8.9

    8.9

    Fracturing revenue per job ($)

    84,284

    118,014

    (29)

    Number of fracturing jobs

    683

    616

    11

    Pumping horsepower, end of period (000s)

    70

    70

    Coiled tubing revenue per job ($)

    45,363

    57,703

    (21)

    Number of coiled tubing jobs

    260

    302

    (14)

    Coiled tubing units, end of period (#)

    7

    7

    Rouble/C$ average exchange rate(2)

    0.0216

    0.0313

    (31)

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Source: Bank of Canada.

     

    REVENUE
    During the first six months of 2015, revenue from Calfrac’s Russian operations decreased by 23 percent to $69.4 million from $90.1 million in the corresponding six-month period of 2014. The decrease in revenue, which is generated in roubles, was primarily related to the 31 percent devaluation of the rouble in the first six months of 2015 when compared to the same period of 2014. The decline in the rouble was partially offset by higher fracturing activity in the Nefteugansk region. Revenue per fracturing job declined by 29 percent due to the currency devaluation but was partially offset by an increase in average job size and a modest rouble-based pricing increase.

    OPERATING INCOME
    Operating income in Russia was $6.2 million during the first six months of 2015 compared to $8.0 million in the corresponding period of 2014 primarily due to the 31 percent devaluation of the rouble offset by fewer weather-related interruptions and improved operational leverage. Modest pricing increases also helped maintain the operating income percentage during the period. SG&A expenses declined by 32 percent in the first six months of 2015 from the prior year’s first half due to the devaluation of the rouble.

    LATIN AMERICA

    Six Months Ended June 30,

    2015

    2014

    Change

    (C$000s, except operational and exchange rate information)

    ($)

    ($)

    (%)

    (unaudited)

    Revenue

    84,681

    69,575

    22

    Expenses

    Operating

    68,788

    53,007

    30

    SG&A

    7,394

    6,912

    7

    76,182

    59,919

    27

    Operating income(1)

    8,499

    9,656

    (12)

    Operating income (%)

    10.0

    13.9

    (28)

    Pumping horsepower, end of period (000s)

    98

    103

    (5)

    Cementing units, end of period (#)

    13

    13

    Coiled tubing units, end of period (#)

    7

    4

    75

    Mexican peso/C$ average exchange rate(2)

    0.0816

    0.0836

    (2)

    Argentinean peso/C$ average exchange rate(2)

    0.1401

    0.1405

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

    (2) Source: Bank of Canada.

     

    REVENUE
    Calfrac’s Latin American operations generated total revenue of $84.7 million during the first six months of 2015 versus $69.6 million in the comparable six-month period in 2014. The increase resulted from the significant growth in fracturing and coiled tubing activity in Argentina, which included the start-up of a second unconventional crew inDecember 2014. The Company also experienced revenue growth in the Las Heras region, which is more focused on conventional activity. Activity in Mexico was muted during the first six months of 2015.

    OPERATING INCOME
    Operating income in Latin America for the six months ended June 30, 2015 was $8.5 million compared to $9.7 million in the comparative period in 2014. Operating income was lower due to certain one-time costs and modestly lower pricing in Argentina combined with lower operating income in Mexico. Calfrac is also currently using subcontractors for services such as flowback and well testing more regularly than in the first six months of 2014, which had a negative impact on operating income as a percentage of revenue.

    CORPORATE

    Six Months Ended June 30,

    2015

    2014

    Change

    (C$000s)

    (unaudited)

    ($)

    ($)

    (%)

    Expenses

    Operating

    2,869

    4,420

    (35)

    SG&A

    15,797

    27,873

    (43)

    18,666

    32,293

    (42)

    Operating loss(1)

    (18,666)

    (32,293)

    (42)

    % of Revenue

    2.0

    3.1

    (35)

    (1) Refer to “Non-GAAP Measures” on page 19 for further information.

     

    OPERATING LOSS
    The 42 percent decline in corporate expenses for the first six months of 2015 compared to the same period in 2014 includes a reduction in stock-based compensation expense of $10.0 million resulting from a significant decline in the Company’s stock price. In addition, the Company implemented several cost reduction initiatives during the first six months of 2015 to align its cost structure with anticipated activity levels. These initiatives contributed approximately $3.6 million to the overall decrease in corporate expenses primarily by reducing corporate personnel costs and annual bonuses.

    DEPRECIATION
    For the six months ended June 30, 2015, depreciation expense increased by 13 percent to $76.9 million from$67.9 million in the first half of 2014. The increase was mainly a result of a larger fleet of equipment operating inthe United States and, to a lesser extent Canada, combined with a weaker Canadian dollar relative to the United States dollar.

    FOREIGN EXCHANGE LOSSES
    The Company recorded a foreign exchange loss of $1.7 million during the first six months of 2015 versus a loss of$7.8 million in the comparative six-month period of 2014. Foreign exchange gains and losses arise primarily from the translation of net monetary assets or liabilities that were held in United States dollars in CanadaRussia andLatin America. The Company’s 2015 foreign exchange loss was largely attributable to the translation of U.S. dollar-denominated liabilities held in Argentina as the value of the Argentinean peso depreciated against the U.S. dollar during 2015. The foreign exchange loss was partially offset by gains on U.S. dollar-denominated assets held inCanada and U.S. dollar- denominated liabilities held in Russia.

    INTEREST
    The Company’s net interest expense of $32.8 million for the first six months of 2015 was $3.4 million higher than in the comparable period of 2014. Interest on U.S. dollar-denominated debt was higher due to a weaker Canadian dollar relative to the U.S. dollar. Loans on the Company’s revolving credit facility were consistent with the comparable period in 2014.

    INCOME TAXES
    The Company recorded an income tax recovery of $32.7 million for the first six months of 2015 compared to an expense of $6.6 million in the comparable period of 2014. The reversal to a recovery was the result of pre-tax losses incurred during the period. The effective tax recovery rate was 37 percent during 2015, which is net of $2.8 million of tax adjustments relating to the increased income tax rate in the province of Alberta and income tax adjustments relating to prior periods for Canadathe United StatesArgentina and Mexico that were recorded during the period.

    LIQUIDITY AND CAPITAL RESOURCES

    Three Months Ended June 30, 

     Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    ($)

    ($)

    ($)

    ($)

    ($) (unaudited)

    Cash provided by (used in):  

    Operating activities  

    67,081

    27,322

    57,315

    47,101

    Financing activities  

    (4,588)

    9,988

    (11,573)

    (1,871)

    Investing activities 

    (42,379)

    (42,160)

    (96,522)

    (66,790)

    Effect of exchange rate changes on cash and cash

    equivalents        

    (5,357)

    (7,384)

    17,507

    (7,869)

    Increase (decrease) in cash and cash equivalents

    14,757

    (12,234)

    (33,273)

    (29,429)

     

    OPERATING ACTIVITIES
    The Company’s cash provided by operating activities for the three months ended June 30, 2015 was $67.1 millionversus $27.3 million in the comparable quarter in 2014. The increase was primarily due to the reduction of working capital during the quarter offset by lower operating margins in the United States. At June 30, 2015, Calfrac’s working capital was approximately $340.6 million, a 23 percent decrease from December 31, 2014.

    FINANCING ACTIVITIES
    Net cash used for financing activities for the three months ended June 30, 2015 was $4.6 million compared to$10.0 million provided by financing activities in 2014. During the three months ended June 30, 2015, the Company increased its bank loan in Argentina by $2.7 million, paid cash dividends of $6.5 million, and paid $0.8 million in financing charges.

    On October 1, 2014, the Company extended the term of its credit facilities by one year to September 27, 2018. The maturity may be extended by one or more years at the Company’s request and lenders’ acceptance. The Company also may prepay principal without penalty. On January 29, 2015, Calfrac exercised the accordion feature of its syndicated credit facility, which increased the total facility from $300.0 million to $400.0 million. The terms and conditions of the facility remained unchanged. The facilities consist of an operating facility of $30.0 million and a syndicated facility of $370.0 million. The interest rates are based on the parameters of certain bank covenants. For prime-based loans and U.S. base-rate loans, the rate ranges from prime or U.S. base rate plus 0.50 percent to prime plus 2.25 percent. For LIBOR-based loans and bankers’ acceptance-based loans, the margin thereon ranges from 1.50 percent to 3.25 percent above the respective base rates. As at June 30, 2015, the Company had used$37.5 million of its credit facilities for letters of credit and had $56.8 million outstanding under its credit facility, leaving $305.7 million in available credit.

    The Company’s credit facilities contain certain financial covenants. Weakened market conditions attributable to the significant reduction in the price of oil and natural gas have required some oil and gas service companies to seek covenant relief from their lenders. Although strictly not required, in light of the relief being granted to competitors, prior to the end of  the  second  quarter  Calfrac  negotiated  an  increase  to  certain  of  its  financial  covenants,  as  shown  below.

     

    Old Covenant

    New Covenant

    Quarters Ended,

    2015

    2016

    2017

    Working capital ratio not to fall below

    1.15x

    1.15x

    1.15x

    1.15x

    Funded debt to EBITDA not to exceed(1)

    2.25x

    3.00x

    4.00x

    3.50x(2)

    Total debt to capitalization not to exceed

    0.65x

    0.70x

    0.70x

    0.70x

    (1) Funded debt excludes Calfrac’s senior unsecured notes.

    (2) Funded debt to EBITDA covenant declines to 3.00x for each quarter after June 30, 2017.

     

    As at June 30, 2015 the Company was in compliance with its previous and increased financial covenants.

    On June 2, 2014, the Company’s common shares were split on a two-for-one basis to shareholders of record as ofMay 23, 2014. Calfrac pays a quarterly dividend to shareholders at the discretion of the Board of Directors. OnJune 17, 2015, the Company reduced its quarterly dividend from $0.125 to $0.0625 per share, beginning with the dividend paid on July 15, 2015. For Canadian income tax purposes, all dividends paid by Calfrac on its common shares are designated as “eligible dividends” unless otherwise indicated.

    INVESTING ACTIVITIES
    Calfrac’s net cash used for investing activities was $42.4 million for the quarter ended June 30, 2015 versus $42.2 million for the comparable period in 2014. Cash outflows relating to capital expenditures were $45.0 million during 2015 compared to $42.5 million in 2014. Capital expenditures were primarily to support the Company’s Canadian,United States and Argentinean fracturing operations.

    Calfrac’s 2015 capital program of $227.0 million includes carryover from 2014 of approximately $175.0 million. The Company’s 2015 capital budget of $52.0 million will be used for sustaining, infrastructure and maintenance initiatives.

    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    The effect of changes in foreign exchange rates on the Company’s cash and cash equivalents during the second quarter of 2015 was a loss of $5.4 million versus $7.4 million during 2014. These losses relate to cash and cash equivalents held by the Company in a foreign currency.

    With its strong working capital position, available credit facilities and anticipated funds provided by operations, the Company expects to have adequate resources to fund its financial obligations and planned capital expenditures for 2015 and beyond.

    At June 30, 2015, the Company had cash and cash equivalents of $65.9 million.

    OUTSTANDING SHARE DATA
    The Company is authorized to issue an unlimited number of common shares. Employees have been granted options to purchase common shares under the Company’s shareholder-approved stock option plan. The number of shares reserved for issuance under the stock option plan is equal to 10 percent of the Company’s issued and outstanding common shares. As at July 24, 2015, there were 96,087,123 common shares issued and outstanding, and 5,543,874 options to purchase common shares.

    The Company’s Dividend Reinvestment Plan allows shareholders to direct cash dividends paid on all or a portion of their common shares to be reinvested in additional common shares that will be issued at 95 percent of the volume- weighted average price of the common shares traded on the Toronto Stock Exchange (TSX) during the last five trading days preceding the relevant dividend payment date.

    ADVISORIES
    FORWARD-LOOKING STATEMENTS
    In order to provide Calfrac shareholders and potential investors with information regarding the Company and its subsidiaries, including management’s assessment of Calfrac’s plans and future operations, certain statements contained in this press release, including statements that contain words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “forecast” or similar words suggesting future outcomes, are forward-looking statements.

    In particular, forward-looking statements in this press release include, but are not limited to, statements with respect to expected operating strategies and targets, capital expenditure programs, future financial resources, anticipated equipment utilization levels, future oil and natural gas well activity in each of the Company’s operating jurisdictions, results of acquisitions, the impact of environmental regulations and economic reforms and sanctions on the Company’s business, future costs or potential liabilities, projections of market prices and costs, supply and demand for oilfield services, expectations regarding the Company’s ability to maintain its competitive position, anticipated benefits of the Company’s competitive position, expectations regarding the Company’s ability to raise capital, treatment under government regulatory regimes, commodity prices, anticipated outcomes of specific events (including the Greek and U.S. litigation), trends in, and the growth prospects of, the global oil and natural gas industry, the Company’s growth prospects including, without limitation, its international growth strategy and prospects, and the impact of changes in accounting policies and standards on the Company and its financial statements. These statements are derived from certain assumptions and analyses made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors that it believes are appropriate in the circumstances, including, but not limited to, the economic and political environment in which the Company operates, the Company’s expectations for its current and prospective customers’ capital budgets and geographical areas of focus, the Company’s existing contracts and the status of current negotiations with key customers and suppliers, the focus of the Company’s customers on increasing the use of 24-hour operations in North America, the effectiveness of the cost reduction measures instituted by the Company in response to the significant decrease in commodity prices and expected oilfield activity in 2015, the effect unconventional gas projects have had on supply and demand fundamentals for natural gas and the likelihood that the current tax and regulatory regime will remain substantially unchanged.

    Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from the Company’s expectations. Such risk factors include: general economic conditions in Canadathe United StatesRussiaMexicoArgentina and Colombia; the demand for fracturing and other stimulation services during drilling and completion of oil and natural gas wells; volatility in market prices for oil and natural gas and the effect of this volatility on the demand for oilfield services generally; regional competition; liabilities and risks, including environmental liabilities and risks, inherent in oil and natural gas operations; changes in legislation and the regulatory environment; sourcing, pricing and availability of raw materials, components, parts, equipment, suppliers, facilities and skilled personnel; the ability to integrate technological advances and match advances by competitors; the availability of capital on satisfactory terms; intellectual property risks; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; dependence on, and concentration of, major customers; the creditworthiness and performance by the Company’s counterparties and customers; liabilities and risks associated with prior operations; the effect of accounting pronouncements issued periodically; failure to realize anticipated benefits of acquisitions and dispositions; and currency exchange rate risk. Further information about these and other risks and uncertainties may be found under “Business Risks” above.

    Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and there can be no assurance that actual results or developments anticipated by the Company will be realized, or that they will have the expected consequences or effects on the Company or its business or operations. These statements speak only as of the respective date of this press release or the document incorporated by reference herein. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable securities laws.

    BUSINESS RISKS
    The business of Calfrac is subject to certain risks and uncertainties. Prior to making any investment decision regarding Calfrac, investors should carefully consider, among other things, the risk factors set forth in the Company’s most recently filed Annual Information Form, which are specifically incorporated by reference herein.

    The Annual Information Form is available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), which can be accessed at www.sedar.com. Copies of the Annual Information Form may also be obtained on request without charge from Calfrac at 411 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1E3, or at www.calfrac.com, or by facsimile at 403-266-7381.

    NON-GAAP MEASURES
    Operating Income in this press release does not have any standardized meaning as prescribed under IFRS and is therefore considered a non-GAAP measure. This measure may not be comparable to similar measures presented by other entities. This measure has been described and presented in this press release in order to provide shareholders and potential investors with additional information regarding the Company’s financial results, liquidity and its ability to generate funds to finance its operations. Management’s use of Operating Income has been disclosed further in this press release as where it is discussed and presented.

    ADDITIONAL INFORMATION
    Further information regarding Calfrac Well Services Ltd., including the most recently filed Annual Information Form, can be accessed on the Company’s website at www.calfrac.com or under the Company’s public filings found at www.sedar.com.

    SECOND QUARTER CONFERENCE CALL
    Calfrac will be conducting a conference call for interested analysts, brokers, investors and news media representatives to review its 2015 second quarter results at 10:00 a.m. (Mountain Time) on Wednesday, July 29, 2015. The conference call dial-in number is 1-888-231-8191 or 647-427-7450. The seven-day replay numbers are 1-855-859-2056 or 416-849-0833 (once connected, enter 68635238). A webcast of the conference call may be accessed via the Company’s website atwww.calfrac.com.

    CONSOLIDATED BALANCE SHEETS

     June 30,

     December 31,

    As at

    2015

    2014

    (C$000s)

    ($)

    ($)

    (unaudited)

     

    ASSETS

    Current assets

    Cash and cash equivalents

    65,856

    99,129

    Accounts receivable

    268,129

    521,137

    Inventories

    171,623

    182,161

    Prepaid expenses and deposits

    18,803

    16,871

    524,411

    819,298

    Non-current assets

    Property, plant and equipment

    1,379,722

    1,302,939

    Goodwill

    9,544

    9,544

    Deferred income tax assets

    30,472

    25,586

    Total assets

    1,944,149

    2,157,367

    LIABILITIES AND EQUITY

    Current liabilities

    Accounts payable and accrued liabilities

    155,454

    356,933

    Income taxes payable

    3,121

    3,856

    Bank loans (note 3)

    24,216

    16,388

    Current portion of long-term debt (note 4)

    468

    429

    Current portion of finance lease obligations (note 5)

    513

    458

    183,772

    378,064

    Non-current liabilities

    Long-term debt (note 4)

    795,358

    738,386

    Finance lease obligations (note 5)

    793

    1,048

    Other long-term liabilities

    4,371

    4,060

    Deferred income tax liabilities

    184,209

    203,406

    Total liabilities

    1,168,503

    1,324,964

    Equity attributable to the shareholders of Calfrac

    Capital stock (note 6)

    386,662

    377,975

    Contributed surplus (note 8)

    26,208

    24,767

    Loan receivable for purchase of common shares (note 13)

    (2,500)

    (2,500)

    Retained earnings

    382,755

    459,891

    Accumulated other comprehensive loss

    (15,639)

    (26,757)

    777,486

    833,376

    Non-controlling interest

    (1,840)

    (973)

    Total equity

    775,646

    832,403

    Total liabilities and equity

    1,944,149

    2,157,367

    See accompanying notes to the consolidated financial statements.

     

    CONSOLIDATED STATEMENTS OF OPERATIONS

    Three Months Ended June 30,

     Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s, except per share data)

    ($)

    ($)

    ($)

    ($)

    (unaudited)

    Revenue

    319,553

    502,957

    919,936

    1,050,595

    Cost of sales (note 14)

    347,375

    462,174

    934,720

    950,091

    Gross profit

    (27,822)

    40,783

    (14,784)

    100,504

    Expenses

    Selling, general and administrative

    18,694

    30,372

    41,302

    59,497

    Foreign exchange losses

    922

    4,936

    1,677

    7,778

    (Gain) loss on disposal of property, plant and equipment

    (412)

    (117)

    (1,143)

    723

    Interest 

    16,323

    14,470

    32,806

    29,384

    35,527

    49,661

    74,642

    97,382

    Income (loss) before income tax

    (63,349)

    (8,878)

    (89,426)

    3,122

    Income tax expense (recovery)

    Current

    514

    2,751

    1,886

    3,406

    Deferred

    (20,058)

    1,219

    (34,567)

    3,144

    (19,544)

    3,970

    (32,681)

    6,550

    Net loss  

    (43,805)

    (12,848)

    (56,745)

    (3,428)

    Net income (loss) attributable to:

    Shareholders of Calfrac

    (43,277)

    (12,905)

    (55,905)

    (3,959)

    Non-controlling interest

    (528)

    57

    (840)

    531

    (43,805)

    (12,848)

    (56,745)

    (3,428)

    Earnings (loss) per share (note 6)

    Basic

    (0.45)

    (0.14)

    (0.59)

    (0.04)

    Diluted

    (0.45)

    (0.14)

    (0.59)

    (0.04)

    See accompanying notes to the consolidated financial statements.

     

    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

    Three Months Ended June 30,  

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    (unaudited)

    ($)

    ($)

    ($)

    ($)

    Net loss

    Other comprehensive income (loss)

    (43,805)

    (12,848)

    (56,745)

    (3,428)

    Items that may be subsequently reclassified to profit or loss:

    Change in foreign currency translation adjustment

    391

    1,489

    11,091

    (1,606)

    Comprehensive loss

    (43,414)

    (11,359)

    (45,654)

    (5,034)

    Comprehensive income (loss) attributable to:

    Shareholders of Calfrac

    (42,876)

    (11,416)

    (44,787)

    (5,641)

    Non-controlling interest

    (538)

    57

    (867)

    607

    (43,414)

    (11,359)

    (45,654)

    (5,034)

    See accompanying notes to the consolidated financial statements.

     

    CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

    View News Release Full Screen

    Equity Attributable to the Shareholders of Calfrac

     

    Share

    Capital

    Contributed

    Surplus

    Loan

    Receivable

    for

     Purchase of
    Commo
    n
    Shares

    Accumulated

     Other

     Comprehensive

     Income (Loss)

     

    Retained

    Earnings

     

     

    Total

     

    Non-

     Controlling

     Interest

     

    Total

    Equity

    (C$000s)

    ($)

    ($)

    ($)

    ($)

    ($)

    ($)

    ($)

    ($)

    (unaudited)

    Balance – January 1, 2015

    377,975

    24,767

    (2,500)

    (26,757)

    459,891

    833,376

    (973)

    832,403

    Net loss

    (55,905)

    (55,905)

    (840)

    (56,745)

    Other comprehensive income

    (loss):

    Cumulative translation adjustment

    11,118

    11,118

    (27)

    11,091

    Comprehensive income (loss)

    11,118

    (55,905)

    (44,787)

    (867)

    (45,654)

    Stock options:

    Stock-based compensation recognized

    1,441

    1,441

    1,441

    Dividend Reinvestment Plan shares issued (note 19)

    11,233

    11,233

    11,233

    Dividends

    (18,257)

    (18,257)

    (18,257)

    Shares purchased under NCIB (note 7)

    (2,546)

    (2,974)

    (5,520)

    (5,520)

    Balance – June 30, 2015

    386,662

    26,208

    (2,500)

    (15,639)

    382,755

    777,486

    (1,840)

    775,646

    Balance – January 1, 2014

    332,287

    27,658

    (2,500)

    (839)

    440,179

    796,785

    (1,578)

    795,207

    Net income (loss)

    (3,959)

    (3,959)

    531

    (3,428)

    Other comprehensive income

    (loss):

    Cumulative translation adjustment

    (1,682)

    (1,682)

    76

    (1,606)

    Comprehensive income (loss)

    (1,682)

    (3,959)

    (5,641)

    607

    (5,034)

    Stock options:

    Stock-based compensation recognized

    1,787

    1,787

    1,787

    Proceeds from issuance of shares

    23,940

    (6,106)

    17,834

    17,834

    Dividend Reinvestment Plan shares issued (note 19)

    8,326

    8,326

    8,326

    Dividends

    (23,505)

    (23,505)

    (23,505)

    Balance – June 30, 2014

    364,553

    23,339

    (2,500)

    (2,521)

    412,715

    795,586

    (971)

    794,615

    See accompanying notes to the consolidated financial statements.

     

    CONSOLIDATED STATEMENTS OF CASH FLOWS

    Three Months Ended June 30,

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    (unaudited)

    ($)

    ($)

    ($)

    ($)

    CASH FLOWS PROVIDED BY (USED IN)

    OPERATING ACTIVITIES

    Net loss

    (43,805)

    (12,848)

    (56,745)

    (3,428)

    Adjusted for the following:

    Depreciation

    39,494

    34,422

    76,908

    67,943

    Stock-based compensation

    657

    698

    1,441

    1,787

    Unrealized foreign exchange losses

    3,720

    3,530

    1,145

    8,825

    (Gain) loss on disposal of property, plant and equipment

    (412)

    (117)

    (1,143)

    723

    Interest

    16,323

    14,470

    32,806

    29,384

    Deferred income taxes

    (20,058)

    1,219

    (34,567)

    3,144

    Interest paid

    (30,135)

    (26,296)

    (31,608)

    (28,175)

    Changes in items of working capital (note 11)

    101,297

    12,244

    69,078

    (33,102)

    Cash flows provided by operating activities

    67,081

    27,322

    57,315

    47,101

    FINANCING ACTIVITIES

    Bank loan proceeds

    5,471

    3,795

    13,769

    8,013

    Issuance of long-term debt, net of debt issuance costs

    (554)

    24,456

    (533)

    24,456

    Bank loan repayments

    (2,733)

    (3,630)

    (5,935)

    (9,951)

    Long-term debt repayments

    (113)

    (16,111)

    (265)

    (27,275)

    Finance lease obligation repayments

    (114)

    (225)

    Shares purchased under NCIB (note 7)

    (5,520)

    Net proceeds on issuance of common shares

    9,072

    17,834

    Dividends paid, net of DRIP (note 19)

    (6,545)

    (7,594)

    (12,864)

    (14,948)

    Cash flows (used in) provided by financing activities

    (4,588)

    9,988

    (11,573)

    (1,871)

    INVESTING ACTIVITIES

    Purchase of property, plant and equipment (note 11)  

    (44,994)

    (42,471)

    (106,652)

    (67,396)

    Proceeds on disposal of property, plant and equipment

    2,615

    311

    10,130

    606

    Cash flows used in investing activities

    (42,379)

    (42,160)

    (96,522)

    (66,790)

    Effect of exchange rate changes on cash and cash equivalents

    (5,357)

    (7,384)

    17,507

    (7,869)

    Increase (decrease) in cash and cash equivalents

    14,757

    (12,234)

    (33,273)

    (29,429)

    Cash and cash equivalents, beginning of period

    51,099

    25,000

    99,129

    42,195

    Cash and cash equivalents, end of period

    65,856

    12,766

    65,856

    12,766

    See accompanying notes to the consolidated financial statements.

     

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    As at and for the three and six months ended June 30, 2015 and 2014
    (Amounts in text and tables are in thousands of Canadian dollars, except share data and certain other exceptions as indicated) (unaudited)

    1.        DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

    Calfrac Well Services Ltd. (the “Company”) was formed through the amalgamation of Calfrac Well Services Ltd. (predecessor company originally incorporated on June 28, 1999) and Denison Energy Inc. (“Denison”) on March 24, 2004 under the Business Corporations Act (Alberta). The registered office is at 411 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1E3. The Company provides specialized oilfield services, including hydraulic fracturing, coiled tubing, cementing and other well completion services to the oil and natural gas industries in Canadathe United StatesRussiaMexicoArgentina and Colombia.

    These condensed consolidated interim financial statements were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interpretations by the International Financial Reporting Interpretations Committee (IFRIC). They should be read in conjunction with the annual financial statements for the year ended December 31, 2014. The Company has consistently applied the same accounting policies throughout all periods presented, as if these policies were always in effect.

    These financial statements were approved by the Audit Committee of the Board of Directors for issuance on July 28, 2015.

    2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the most recent annual financial statements.

    For purposes of calculating income taxes during interim periods, the Company utilizes estimated annualized income tax rates. Current income tax expense is only recognized when taxable income is such that current income taxes become payable.

    3.        BANK LOANS

    The Company’s Argentinean subsidiary has two operating lines of credit, and a total of ARS176,200 ($24,216) was drawn at June 30, 2015 (December 31, 2014 – ARS120,792 ($16,388)). The interest rate ranges from 24.0 percent to 48.0 percent per annum and both lines of credit are secured by letters of credit issued by the Company.

    4.        LONG-TERM DEBT

    As at

        June 30,2015

       December 31, 2014

    (C$000s)  

    ($)

    ($)

    US$600,000 senior unsecured notes due December 1, 2020, bearing interest at 7.50% payable semi-annually   

    749,400

    696,060

    Less: unamortized debt issuance costs and debt discount

    (10,259)

    (10,404)

    739,141

    685,656

    $370,000 extendible revolving term loan facility, secured by Canadian and U.S. assets of the Company

    56,830

    52,785

    Less: unamortized debt issuance costs

    (1,500)

    (1,133)

    55,330

    51,652

    US$1,085 mortgage maturing May 2018 bearing interest at U.S. prime less 1%, repayable at US$33 per month principal and interest, secured by certain real property

    1,355

    1,507

    795,826

    738,815

    Less: current portion of long-term debt

    (468)

    (429)

    795,358

    738,386

     

    The fair value of the senior unsecured notes, as measured based on the closing quoted market price at June 30, 2015, was $691,996 (December 31, 2014 – $595,131). The carrying values of the mortgage obligation, bank loans and revolving term loan facilities approximate their fair values as the interest rates are not significantly different from current interest rates for similar loans.

    The interest rate on the $370,000 revolving term loan facility is based on the parameters of certain bank covenants. For prime-based loans, the rate ranges from prime plus 0.50 percent to prime plus 2.25 percent. For LIBOR-based loans and bankers’ acceptance-based loans the margin thereon ranges from 1.50 percent to 3.25 percent above the respective base rates for such loans. The facility is repayable on or before its maturity ofSeptember 27, 2018, assuming it is not extended. The maturity may be extended by one or more years at the Company’s request and lenders’ acceptance. The Company may also prepay principal without penalty. Debt issuance costs related to this facility are amortized over its term.

    Interest on long-term debt (including the amortization of debt issuance costs and debt discount) for the six months ended June 30, 2015 was $30,771 (six months ended June 30, 2014 – $26,523).

    The Company also has an extendible operating loan facility, which includes overdraft protection in the amount of$30,000. The interest rate is based on the parameters of certain bank covenants in the same fashion as the revolving term facility. Drawdowns under this facility are repayable on September 27, 2018, assuming the facility is not extended. The term and commencement of principal repayments may be extended by one year on each anniversary at the Company’s request and lenders’ acceptance. The revolving term loan and operating facilities are secured by the Company’s Canadian and U.S. assets.

    On January 29, 2015, the Company exercised an “accordion” feature contained in the terms of its loan facility and increased the facility from $300,000 to $400,000. The facility’s terms and conditions remain unchanged.

    At June 30, 2015, the Company had utilized $37,439 of its loan facility for letters of credit and had $56,830outstanding under its revolving term loan facility, leaving $305,731 in available credit.

    5.        FINANCE LEASE OBLIGATIONS

    As at

    June 30,
    2015

    December 31,
    2014

    (C$000s)

    ($)

    ($)

    Finance lease contracts bearing interest at 20.5%, repayable at ARS445 per month, secured by equipment under the lease

    1,637

    1,978

    Less: interest portion of contractual payments

    (331)

    (472)

    1,306

    1,506

    Less: current portion of finance lease obligations

    (513)

    (458)

    793

    1,048

     

     

    The carrying values of the finance lease obligations in Argentina approximate their fair values as the interest rates are not significantly different from current rates for similar leases in Argentina.

    6.         CAPITAL STOCK

    Authorized capital stock consists of an unlimited number of common shares.

    Six Months Ended
    June 30, 2015

    Year Ended
    December 31, 2014

    Continuity of Common Shares

    Shares

    Amount

    Shares

    Amount

    (#)

    (C$000s)

    (#)

    (C$000s)

    Balance, beginning of period

    95,252,559

    377,975

    92,597,148

    332,287

    Issued upon exercise of stock options

    1,537,775

    27,722

    Dividend Reinvestment Plan shares issued (note 19)

    1,254,830

    11,233

    1,123,296

    18,011

    Shares purchased under NCIB (note 7)

    (639,800)

    (2,546)

    Shares cancelled (note 8)

    (6)

    (5,660)

    (45)

    Balance, end of period

    95,867,583

    386,662

    95,252,559

    377,975

     

    The weighted average number of common shares outstanding for the three months ended June 30, 2015 was 95,602,258 basic and 95,771,458 diluted (three months ended June 30, 2014 – 93,946,458 basic and 94,894,078 diluted). The weighted average number of common shares outstanding for the six months ended June 30, 2015was 95,417,405 basic and 95,586,605 diluted (six months ended June 30, 2014 – 93,439,536 basic and 94,254,620 diluted). The difference between basic and diluted shares is attributable to the dilutive effect of stock options issued by the Company as disclosed in note 9.

    On May 8, 2014, the Company’s shareholders approved a split of its common shares on a two-for-one basis to all shareholders of record as of May 23, 2014. The weighted average numbers of shares, stock options and share-based plans (such as restricted share units, deferred share units and performance share units) for all periods presented have been adjusted for this two-for-one share split, without a corresponding change in dollar amounts. Earnings per share have been adjusted to reflect the impact of the two-for-one share split.

    7.        NORMAL COURSE ISSUER BID

    The Company received regulatory approval to purchase its own common shares in accordance with a Normal Course Issuer Bid (NCIB) for the one-year period December 17, 2014 through December 16, 2015. During the six months ended June 30, 2015, 639,800 common shares were purchased at a cost of $5,520 and, of the amount paid, $2,546 was charged to capital stock and $2,974 to retained earnings. These common shares were cancelled prior to June 30, 2015 (six months ended June 30, 2014 – $nil).

    8.        CONTRIBUTED SURPLUS

    Continuity of Contributed Surplus

    Six Months Ended

    June 30, 2015

    Year Ended

    December 31, 2014

    (C$000s)

    ($)

    ($)

    Balance, beginning of period

    24,767

    27,658

    Stock options expensed

    1,441

    4,138

    Stock options exercised

    (7,095)

    Shares cancelled

    66

    Balance, end of period

    26,208

    24,767

     

    On June 16, 2015, six common shares were returned to the Company for cancellation. For accounting purposes, the cancellation of these shares was recorded as a reduction of capital stock in the amount of twenty-four dollars, along with a corresponding increase to contributed surplus.

    On November 10, 2009, the Company acquired all of the issued and outstanding shares of Century Oilfield Services Inc. (“Century”). The Plan of Arrangement that governed the acquisition included a five-year “sunset clause” which provided that untendered shares would be surrendered to the Company after five years. EffectiveNovember 10, 2014, 5,660 common shares of the Company previously held in trust for untendered shareholders were cancelled. In addition, residual proceeds of $21 previously held in trust for untendered shareholders were returned to the Company.

    For accounting purposes, the cancellation of the 5,660 common shares was recorded as a reduction of capital stock in the amount of $45. Along with the residual cash received, a corresponding increase in contributed surplus was recorded in the amount of $66.

    9.        STOCK-BASED COMPENSATION

    (a)  Stock Options

    Six Months Ended June 30,

    2015

    2014

    Continuity of Stock Options

    Options

    Average
    Exercise
    Price

    Options

    Average
    Exercise
    Price

    (#)

    (C$)

    (#)

    (C$)

    Balance, January 1

     

    4,269,050

     

    14.76

     

    5,002,750

     

    13.99

    Granted during the period

    1,585,150

    9.80

    1,231,800

    15.72

    Exercised for common shares

    (1,320,900)

    13.50

    Forfeited

    (331,376)

    13.70

    (319,950)

    14.52

    Expired

    (45,000)

    10.85

    Balance, June 30

    5,477,824

    13.42

    4,593,700

    14.56

     

    Stock options vest equally over four years and expire five years from the date of grant. The exercise price of outstanding options ranges from $8.37 to $20.81 with a weighted average remaining life of 2.78 years. When stock options are exercised, the proceeds together with the compensation expense previously recorded in contributed surplus, are added to capital stock.

    For the six months ended June 30, 2015$1,441 of compensation expense was recognized for stock options (six months ended June 30, 2014 – $1,787) and was included in selling, general and administrative expenses.

    (b)  Share Units

    Six Months Ended June 30,

    2015

    2014

    Continuity of Stock Units

    Deferred
    Share Units

    Performance
    Share Units

    Restricted
    Share Units

    Deferred
    Share Units

    Performance
    Share Units

    Restricted
    Share Units

    (#)

    (#)

    (#)

    (#)

    (#)

    (#)

    Balance, January 1

    70,000

    120,000

    1,346,642

    70,000

    90,000

    1,027,590

    Granted during the period

    72,500

    178,995

    958,507

    70,000

    120,000

    774,900

    Exercised

    (70,000)

    (60,000)

    (614,464)

    (70,000)

    (90,000)

    (391,014)

    Forfeited

    (109,241)

    (62,110)

    Balance, June 30

    72,500

    238,995

    1,581,444

    70,000

    120,000

    1,349,366

     

    The Company grants deferred share units to its outside directors. These units vest in November of the year of grant and are settled either in cash (equal to the market value of the underlying shares at the time of exercise) or in Company shares purchased on the open market. The fair value of the deferred share units is recognized equally over the vesting period, based on the current market price of the Company’s shares. During the six months endedJune 30, 2015$248 of compensation expense was recognized for deferred share units (six months ended June 30, 2014 – $702). This amount is included in selling, general and administrative expenses. At June 30, 2015, the liability pertaining to deferred share units was $279 (December 31, 2014 – $701).

    The Company grants performance share units to a senior officer who does not participate in the stock option plan. The amount of the grants earned is linked to corporate performance and the grants vest on the approval of the Board of Directors at the meeting held to approve the consolidated financial statements for the year in respect of which performance is being evaluated. As with the deferred share units, performance share units are settled either in cash or Company shares purchased on the open market. During the six months ended June 30, 2015$389 of compensation expense was recognized for performance share units (six months ended June 30, 2014 – $1,091). This amount is included in selling, general and administrative expenses. At June 30, 2015, the liability pertaining to performance share units was $730 (December 31, 2014 – $868).

    The Company grants restricted share units to its employees. These units vest equally over three years and are settled either in cash (equal to the market value of the underlying shares at the time of exercise) or in Company shares purchased on the open market. The fair value of the restricted share units is recognized over the vesting period, based on the current market price of the Company’s shares. During the six months ended June 30, 2015,($508) of compensation expense was recognized for restricted share units (six months ended June 30, 2014 –$8,009). This amount is included in selling, general and administrative expenses. At June 30, 2015, the liability pertaining to restricted share units was $3,202 (December 31, 2014 – $9,602).

    Changes in the Company’s obligations under the deferred, performance and restricted share unit plans, which arise from fluctuations in the market value of the Company’s shares underlying these compensation programs, are recorded as the share value changes.

    10.      FINANCIAL INSTRUMENTS

    The Company’s financial instruments included in the consolidated balance sheets are comprised of cash and cash equivalents, accounts receivable, deposits, accounts payable and accrued liabilities, bank loans, long-term debt and finance lease obligations.

    The fair values of these financial instruments, except long-term debt, approximate their carrying amounts due to the short-term maturity of those instruments. The fair value of the senior unsecured notes based on the closing market price at June 30, 2015 was $691,996 before deduction of unamortized debt issuance costs (December 31, 2014 – $595,131). The carrying value of the senior unsecured notes at June 30, 2015 was $749,400 before deduction of unamortized debt issuance costs and debt discount (December 31, 2014 – $696,060). The fair values of the remaining long-term debt and finance lease obligations approximate their carrying values, as described in notes 4 and 5.

    11.      SUPPLEMENTAL CASH FLOW INFORMATION

    Changes in non-cash operating assets and liabilities are as follows:

    Three Months Ended June 30,

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    ($)

    ($)

    ($)

    ($)

    Accounts receivable

    171,437

    47,538

    253,008

    1,310

    Inventory

    19,552

    (11,738)

    10,538

    (13,780)

    Prepaid expenses and deposits

    1,521

    (3,480)

    (1,931)

    (1,908)

    Accounts payable and accrued liabilities

    (88,155)

    (21,787)

    (192,113)

    (20,018)

    Income taxes payable

    (2,996)

    1,766

    (735)

    1,404

    Other long-term liabilities

    (62)

    (55)

    311

    (110)

    101,297

    12,244

    69,078

    (33,102)

    Purchase of property, plant and equipment is comprised of:

    Three Months Ended June 30,

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    ($)

    ($)

    ($)

    ($)

    Property, plant and equipment additions

    (50,356)

    (35,585)

    (103,025)

    (62,916)

    Change in liabilities related to purchase of property, plant and equipment

    5,362

    (6,886)

    (3,627)

    (4,480)

    (44,994)

    (42,471)

    (106,652)

    (67,396)

     

    12.      CAPITAL STRUCTURE

    The Company’s capital structure is comprised of shareholders’ equity and debt. The Company’s objectives in managing capital are (i) to maintain flexibility so as to preserve its access to capital markets and its ability to meet its financial obligations, and (ii) to finance growth, including potential acquisitions.

    The Company manages its capital structure and makes adjustments in light of changing market conditions and new opportunities, while remaining cognizant of the cyclical nature of the oilfield services sector. To maintain or adjust its capital structure, the Company may revise its capital spending, adjust dividends paid to shareholders, issue new shares or new debt or repay existing debt.

    The Company monitors its capital structure and financing requirements using, amongst other parameters, the ratio of net debt to operating income. Operating income for this purpose is calculated on a 12-month trailing basis and is defined as follows:

    For the Twelve Months Ended

    June 30,

    2015

    December 31,

    2014

    (C$000s)

    ($)

    ($)

    Net income

    14,185

    67,502

    Adjusted for the following:

    Depreciation

    148,360

    139,395

    Foreign exchange losses

    24,066

    30,167

    (Gain) loss on disposal of property, plant and equipment

    (289)

    1,577

    Interest

    63,006

    59,584

    Provision for settlement of litigation (note 16)

    4,640

    4,640

    Impairment of property, plant and equipment

    4,620

    4,620

    Impairment of goodwill

    979

    979

    Income taxes

    9,515

    48,746

    Operating income

    269,082

    357,210

    Net debt for this purpose is calculated as follows:

    June 30,

    2015

    December 31,

    2014

    (C$000s)

    ($)

    ($)

    Long-term debt, net of debt issuance costs and debt discount (note 4)

    795,826

    738,815

    Bank loans (note 3)

    24,216

    16,388

    Finance lease obligation (note 5)

    1,306

    1,506

    Less: cash and cash equivalents

    (65,856)

    (99,129)

    Net debt

    755,492

    657,580

     

    The ratio of net debt to operating income does not have a standardized meaning under IFRS and may not be comparable to similar measures used by other companies.

    At June 30, 2015, the net debt to operating income ratio was 2.81:1 (December 31, 2014 – 1.84:1) calculated on a 12- month trailing basis as follows:

    For The Twelve Months Ended

    June 30,

    2015

    December 31,

    2014

    (C$000s, except ratio)

    ($)

    ($)

    Net debt

    755,492

    657,580

    Operating income

    269,082

    357,210

    Net debt to operating income ratio

    2.81:1

    1.84:1

     

    The Company is subject to certain financial covenants relating to working capital, leverage and the generation of cash flow in respect of its operating and revolving credit facilities. These covenants are monitored on a monthly basis. The Company is in compliance with all such covenants. Prior to the end of the second quarter, the Company negotiated an increase to certain of its financial covenant thresholds.

    The Company’s capital management objectives and targets remain unchanged from prior periods. However, the evaluation measure was changed from prior periods as the net debt to operating income ratio was adopted in the third quarter of 2014.

    13.      RELATED-PARTY TRANSACTIONS

    In November 2010, the Company lent a senior officer $2,500 to purchase common shares of the Company on the Toronto Stock Exchange. The loan is on a non-recourse basis and is secured by the common shares acquired with the loan proceeds. The loan was amended in February 2015 to extend the term by five years to November 8, 2020and change the interest rate to the prescribed rate under the Income Tax Act (Canada), which rate was 1.0 percent per annum at the time of the amendment. The market value of the shares that secure the loan was approximately $1,305 as at June 30, 2015 (December 31, 2014 – $1,694). In accordance with applicable accounting standards regarding share purchase loans receivable, this loan is classified as a reduction of shareholders’ equity due to its non-recourse nature. In addition, the shares purchased with the loan proceeds are considered to be, in substance, stock options.

    The Company leases certain premises from an entity controlled by a director of the Company. The rent charged for these premises during the six months ended June 30, 2015 was $449 (six months ended June 30, 2014 – $404), as measured at the exchange amount.

    14.      PRESENTATION OF EXPENSES

    The Company presents its expenses on the consolidated statements of operations using the function of expense method whereby expenses are classified according to their function within the Company. This method was selected as it is more closely aligned with the Company’s business structure. The Company’s functions under IFRS are as follows:

    • operations; and
    • selling, general and administrative.

    Cost of sales includes direct operating costs (including product costs, direct labour and overhead costs) and depreciation on assets relating to operations.

    Additional information on the nature of expenses is as follows:

    Three Months Ended June 30,

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    ($)

    ($)

    Product costs

    118,534

    147,723

    327,533

    315,203

    Depreciation

    39,494

    34,422

    76,908

    67,943

    Amortization of debt issuance costs and debt discount

    556

    510

    1,098

    1,020

    Employee benefits expense (note 15)

    89,521

    126,876

    234,699

    246,797

     

    15.       EMPLOYEE BENEFITS EXPENSE

    Employee benefits include all forms of consideration given by the Company in exchange for services rendered by employees.

    Three Months Ended June 30,

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    ($)

    ($)

    Salaries and short-term employee benefits 

    88,077

    119,173

    230,898

    231,610

    Post-employment benefits (group retirement savingsplan) 

    869

    1,326

    2,185

    2,430

    Share-based payments

    706

    5,949

    1,570

    11,589

    Termination benefits

    (131)

    428

    46

    1,168

    89,521

    126,876

    234,699

    246,797

     

    16.      CONTINGENCIES

    GREEK LITIGATION
    As a result of the acquisition and amalgamation with Denison in 2004, the Company assumed certain legal obligations relating to Denison’s Greek operations.

    In 1998, North Aegean Petroleum Company E.P.E. (“NAPC”), a Greek subsidiary of a consortium in which Denisonparticipated (and which is now a majority-owned subsidiary of the Company), terminated employees in Greece as a result of the cessation of its oil and natural gas operations in that country. Several groups of former employees filed claims against NAPC and the consortium alleging that their termination was invalid and that their severance pay was improperly determined.

    In 1999, the largest group of plaintiffs received a ruling from the Athens Court of First Instance that their termination was invalid and that salaries in arrears amounting to approximately $9,534 (6,846 euros) plus interest were due to the former employees. This decision was appealed to the Athens Court of Appeal, which allowed the appeal in 2001 and annulled the above-mentioned decision of the Athens Court of First Instance. The said group of former employees filed an appeal with the Supreme Court of Greece, which was heard on May 29, 2007. The Supreme Court of Greece allowed the appeal and sent the matter back to the Athens Court of Appeal for the consideration of the quantum of awardable salaries in arrears. On June 3, 2008, the Athens Court of Appeal rejected NAPC’s appeal and reinstated the award of the Athens Court of First Instance, which decision was further appealed to the Supreme Court of Greece. The matter was heard on April 20, 2010 and a decision rejecting such appeal was rendered in June 2010. As a result of Denison’s participation in the consortium that was named in the lawsuit, the Company was served with a payment order on March 24, 2015 relating to approximately $6,833(4,907 euros) of the salaries in arrears noted above, together with associated interest of approximately $12,067(8,665 euros). An opposition brief was filed on behalf of the Company on April 16, 2015 which opposes the payment order on the basis that it was improperly issued and is barred from a statute of limitations perspective. A hearing in respect of the Company’s application is scheduled for November 24, 2015.

    NAPC is also the subject of a claim for approximately $3,986 (2,862 euros) plus associated penalties and interest from the Greek social security agency for social security obligations associated with the salaries in arrears that are the subject of the above-mentioned decision.

    The maximum aggregate interest and penalties payable under the claims noted above, as well as three other immaterial claims against NAPC, amounted to $22,956 (16,484 euros) as at June 30, 2015.

    Management is of the view that it is improbable there will be a material financial impact to the Company as a result of these claims. Consequently, no provision has been recorded in these consolidated financial statements.

    U.S. LITIGATION
    A collective and class action complaint was filed against the Company in September 2012 in the U.S. District Court for

    the Western District of Pennsylvania, alleging failure to pay U.S. employees the amount of overtime pay required by the Fair Labor Standards Act (FLSA) and the Pennsylvania Minimum Wage Act. In May 2013, the plaintiffs amended their complaint to add a Colorado wage-hour claim. In June 2013, the parties stipulated to conditional certification of a putative class in the FLSA collective action. After notice of the right to opt-in was mailed to approximately 1,200 current and former employees, 359 individuals opted in. Pursuant to a court-approved discovery plan, discovery occurred as to a mutually agreed-upon sample of the conditionally-certified opt-in class.

    No motion for final class certification as to the FLSA claim or motion for certification of the Pennsylvania orColorado state law claims was filed, and thus no FLSA, Pennsylvania or Colorado class was certified. The Company and the plaintiffs have reached a tentative settlement of all claims, including certain potential, related claims, that is subject to court approval. The proposed settlement contemplates use of a claims procedure, pursuant to which each plaintiff and potential plaintiff would be required to file a claim to be entitled to receive money pursuant to the settlement. The US $4,000 provision recorded by the Company represents its current best estimate of the projected net cost of the settlement. The Company does not have insurance coverage for these claims.

    17.      SEGMENTED INFORMATION

    The Company’s activities are conducted in four geographical segments: Canadathe United StatesRussia andLatin America. All activities are related to hydraulic fracturing, coiled tubing, cementing and other well completion services for the oil and natural gas industry.

    The business segments presented reflect the Company’s management structure and the way its management reviews business performance. The Company evaluates the performance of its operating segments primarily based on operating income, as defined below.

     

    Canada

    United

    States

     

    Russia

    Latin

    America

     

    Corporate

     

    Consolidated

    (C$000s)

    ($)

    ($)

    ($)

    ($)

    ($)

    ($)

    Three Months Ended

    June 30, 2015

    Revenue

    66,894

    172,523

    38,863

    41,273

    319,553

    Operating income (loss)(1)

    (6,324)

    (673)

    4,716

    4,106

    (8,847)

    (7,022)

    Segmented assets

    640,653

    962,588

    117,808

    223,100

    1,944,149

    Capital expenditures

    12,335

    18,049

    812

    19,160

    50,356

    Goodwill

    7,236

    2,308

    9,544

     

    Three Months Ended

    June 30, 2014

    Revenue

    96,213

    315,971

    51,209

    39,564

    502,957

    Operating income (loss)(1)

    (9,322)

    58,714

    7,222

    3,764

    (15,545)

    44,833

    Segmented assets

    631,664

    866,514

    167,000

    177,939

    1,843,117

    Capital expenditures

    (3,528)

    33,199

    2,957

    2,684

    35,312

    Goodwill

    7,236

    2,308

    979

    10,523

     

    Six Months Ended

    June 30, 2015

    Revenue

    288,292

    477,602

    69,361

    84,681

    919,936

    Operating income (loss)(1)

    14,133

    10,678

    6,178

    8,499

    (18,666)

    20,822

    Segmented assets

    640,653

    962,588

    117,808

    223,100

    1,944,149

    Capital expenditures

    22,910

    48,343

    1,318

    30,454

    103,025

    Goodwill

    7,236

    2,308

    9,544

     

    Six Months Ended

    June 30, 2014

    Revenue

    363,887

    527,010

    90,123

    69,575

    1,050,595

    Operating income (loss)(1)

    43,157

    80,391

    8,039

    9,656

    (32,293)

    108,950

    Segmented assets

    631,664

    866,514

    167,000

    177,939

    1,843,117

    Capital expenditures

    10,169

    40,217

    6,600

    5,657

    62,643

    Goodwill

    7,236

    2,308

    979

    10,523

    (1) Operating income (loss) is defined as net income (loss) before depreciation, foreign exchange gains or losses,
    gains or losses on disposal of property, plant and equipment, interest, and income taxes.

     

    Three Months Ended June 30,

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    ($)

    ($)

    ($)

    ($)

    Net loss

    (43,805)

    (12,848)

    (56,745)

    (3,428)

    Add back (deduct):

    Depreciation

    39,494

    34,422

    76,908

    67,943

    Foreign exchange losses

    922

    4,936

    1,677

    7,778

    (Gain) loss on disposal of property, plant and equipment

    (412)

    (117)

    (1,143)

    723

    Interest

    16,323

    14,470

    32,806

    29,384

    Income taxes

    (19,544)

    3,970

    (32,681)

    6,550

    Operating income (loss)

    (7,022)

    44,833

    20,822

    108,950

     

    Operating income (loss) does not have a standardized meaning under IFRS and may not be comparable to similar measures used by other companies.

    The following table sets forth consolidated revenue by service line:

    Three Months Ended June 30,

    Six Months Ended June 30,

    2015

    2014

    2015

    2014

    (C$000s)

    ($)

    ($)

    ($)

    ($)

    Fracturing

    279,498

    457,942

    836,184

    961,760

    Coiled tubing

    20,637

    21,449

    43,151

    47,922

    Cementing

    16,949

    20,662

    34,211

    36,419

    Other

    2,469

    2,904

    6,390

    4,494

    319,553

    502,957

    919,936

    1,050,595

     

    18.      SEASONALITY OF OPERATIONS

    Certain of the Company’s Canadian and United States businesses are seasonal in nature. The lowest activity levels in these areas are typically experienced during the second quarter of the year when road weight restrictions are in place and access to wellsites in Canada and North Dakota is reduced.

    19.      DIVIDEND REINVESTMENT PLAN

    The Company’s Dividend Reinvestment Plan (DRIP) allows shareholders to direct cash dividends paid on all or a portion of their common shares to be reinvested in additional common shares that are issued at 95 percent of the volume- weighted average price of the common shares traded on the Toronto Stock Exchange during the last five trading days preceding the relevant dividend payment date.

    A dividend of $0.0625 per common share, totaling $6,066, was declared on June 17, 2015, to be paid on July 15, 2015. This amount has been accrued in the financial statements.

    A dividend of $0.125 per common share was declared on March 18, 2015 and paid on April 15. 2015. Of the total dividend of $12,190$5,645 was reinvested under the DRIP into 583,187 common shares of the Company.

    A dividend of $0.125 per common share was declared on December 4, 2014 and paid on January 15, 2015. Of the total dividend of $11,907$5,588 was reinvested under the DRIP into 671,643 common shares of the Company.

    SOURCE Calfrac Well Services Ltd.

    For further information: Fernando Aguilar, President & Chief Executive Officer; Michael (Mick) J. McNulty, Chief Financial Officer; Ashley Connolly, Manager, Capital Markets; Telephone: 403-266-6000, Fax: 403-266-7381, www.calfrac.com

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